TCR_Public/121113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 13, 2012, Vol. 16, No. 316

                            Headlines

13621 SHERMAN: Voluntary Chapter 11 Case Summary
1435 BALD: Voluntary Chapter 11 Case Summary
18 SENNA: Court Dismisses Involuntary Chapter 11 Petition
24 GREEN: Case Summary & 8 Unsecured Creditors
A123 SYSTEMS: Gets OK for Auction Led by Johnson Controls

ABES ELECTRONICS: Case Summary & 20 Largest Unsecured Creditors
ACTS CHURCH: Voluntary Chapter 11 Case Summary
ADINO ENERGY: Delays Form 10-Q for Third Quarter
AEROGROW INTERNATIONAL: Incurs $398,600 Second Quarter Net Loss
AINSWORTH LUMBER: Moody's Raises CFR to 'B2'; Outlook Stable

AINSWORTH LUMBER: S&P Revises Outlook on 'B-' CCR to Stable
ALCO CORP: Taps Nevares & Sanchez for State Court Suit
ALETHEIA RESEARCH: Files for Chapter 11 in Los Angeles
ALLEN FAMILY: Sets Dec. 19 Plan Confirmation Hearing
ALLY FINANCIAL: Fitch Maintains Rating Watch Negative

AMERICAN AIRLINES: Marathon Withdraws Bid for Examiner
AMERICAN PIPING: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
AMERICAN SUZUKI: Dealers Not Surprised With Bankruptcy, U.S. Exit
AMERICAN SUZUKI: Has Interim Approval of FTI's Reiss as CRO
AMPAL-AMERICAN: Creditors Seek to Take Control of Chapter 11

AMPAL-AMERICAN: Committee Taps Brown Rudnick as Counsel
AMPAL-AMERICAN: Taps Houlihan Lokey as Investment Banker
ANTS SOFTWARE: Rik Sanchez Elected to Board of Directors
APPLIED MINERALS: Incurs $2.5 Million Net Loss in Third Quarter
APPLETON PAPERS: Incurs $2.1 Million Net Loss in Third Quarter

ARCAPITA BANK: Enters Into Revised Fortress Commitment Letter
ARDENT MEDICAL: Moody's Affirms 'B2' CFR; Outlook Stable
ARDENT MEDICAL: S&P Affirms 'B' Corporate Credit Rating
ASPECT SOFTWARE: Moody's Affirms 'B2' CFR; Outlook Negative
ASSET RESOLUTION: Bad Contract Cues Bankruptcy Filing

ATP OIL: Committee Taps Epiq Bankruptcy as Information Agent
ATP OIL: Milbank Tweed Okayed as Creditors Committee's Counsel
ATP OIL: Delays Third Quarter Form 10-Q Due to Bankruptcy
ATP OIL: PricewaterhouseCoopers LLP OK'd as Independent Auditors
BAKERS FOOTWEAR: Liquidating 150 Stores in GOB Sales

BAKERS FOOTWEAR: GA Keen Marketing Leases for 150 Shoe Stores
BAKERS FOOTWEAR: Marxe and Greenhouse No Longer Own Shares
BASS PRO: Moody's Affirms 'Ba3' CFR/PDR; Outlook Stable
BIDZ.COM INC: Incurs $2.4-Mil. Net Loss in Third Quarter
BIOCORAL INC: Delays Form 10-Q for Third Quarter

BIOFUEL ENERGY: Has Forbearance With Lenders Until Nov. 15
BIOLASE INC: Incurs $548,000 Net Loss in Third Quarter
BROADVIEW NETWORKS: Incurs $12.8 Million Net Loss in 3rd Quarter
BRUTON MART: Voluntary Chapter 11 Case Summary
BURCON NUTRASCIENCE: Incurs C$1.4-Mil. Net Loss in Sept. 30 Qtr.

CANTOR FITZGERALD: Moody's Withdaws 'Ba1' Senior Debt Rating
CARDICA INC: Incurs $4.1-Mil. Net Loss in Q1 Ended Sept. 30
CC BURLINGTON: Case Summary & 9 Unsecured Creditors
CELL THERAPEUTICS: Fires EVP - Corporate Communications
CENTRAIS ELETRICAS: Chapter 15 Case Summary

CENTRAL EUROPEAN: Signs Employment Agreement with CFO
CIRCLE ENTERTAINMENT: Incurs $10.1-Mil. Net Loss in 3rd Quarter
CLIFFBREAKERS HOLDINGS: Case Summary & 2 Unsec. Creditors
CMPA-EAGLE INC.: Voluntary Chapter 11 Case Summary
COLLEGE BOOK: Sec. 341 Creditors' Meeting on Nov. 15

COLLEGE BOOK: Trustee Taps Howell & Fisher as Counsel
COLLEGE BOOK: Trustee Hires BABC for State Court Litigation
COLLEGE BOOK: Trustee Taps Fowler as Accounting Consultant
COLONIAL BANK: Ex-Officials Seek to Tap Insurance for Defense
COMMUNITY FINANCIAL: Incurs $468,000 Net Loss in Third Quarter

COMPLETE GENOMICS: Incurs $18.0-Mil. Net Loss in Third Quarter
COMPTON, CA: Moody's Withdraws 'Ba1' Rating on Revenue Bonds
CONVERGEX HOLDINGS: Moody's Confirms 'B2' CFR; Outlook Negative
COMMUNITY FINANCIAL: Incurs $468,000 Net Loss in Third Quarter
COMPLETE GENOMICS: Incurs $18.0-Mil. Net Loss in Third Quarter

CONCO INC: Voluntary Chapter 11 Case Summary
COPYTELE INC: Board Approves Bylaws Amendment
CRESTWOOD MIDSTREAM: Moody's Rates $150-Mil. Senior Notes 'B3'
CRYOPORT INC: Incurs $1.5 Million Net Loss in Sept. 30 Quarter
CRYOPORT INC: Incurs $1.6-Mil. Net Loss in Fiscal Second Quarter

CRYSTAL CATHEDRAL: Rev. Schuller Testifies to Support $5MM Claim
DC DEVELOPMENT: Selling Wisp Resort for $20.5 Million
DCB FINANCIAL: Rights Offering Extended Until Nov. 26
DEAN INSURANCE: Case Summary & 5 Unsecured Creditors
DELUXE CORP: Moody's Rates New Sr. Unsecured Notes 'Ba2'

DELUXE CORP: S&P Rates $200MM Unsecured Notes 'BB-'
DIGITAL DOMAIN: Creditors Nail Down Recovery by Settlement
DIGITAL DOMAIN: Committee Proposes KCC as Information Agent
DISH NETWORK: Moody's Says AutoHop Ruling No Immediate Impact
DIXIEN LLC: Case Summary & 20 Largest Unsecured Creditors

DPL INC: Moody's Reviews 'Ba1' Sr. Debt Rating for Downgrade
DPL INC: S&P Cuts Corp. Credit Rating to 'BB'; Outlook Stable
DUQUESNE LIGHT: Moody's Reviews Ba1 Sr. Unsec. Rating for Upgrade
E-DEBIT GLOBAL: Incurs $219,700 Net Loss in Third Quarter
EAST CROCKETT: Voluntary Chapter 11 Case Summary

EASTBRIDGE INVESTMENT: Reports $5.2 Million Net Income in Q3
EASTBRIDGE INVESTMENT: Reports $5.2-Mil. Net Income in 3rd Quarter
EASTMAN KODAK: Secures $793 Million in Exit Financing
EASTMAN KODAK: Court Approves Retired Employees Settlement
EASTMAN KODAK: Second Lien Parties Balk at Panel's Bid to Sue

EASTMAN KODAK: Bondholders Want End to Plan Exclusivity
EASTMAN KODAK: Proposes $1.25MM Carveout for Retirees' Legal Fees
ECOSPHERE TECHNOLOGIES: Reports $407,400 Net Income in Q3
ELBIT VISION: Reports US$250,000 Net Profit in Third Quarter
ELEPHANT TALK: Incurs $5.5 Million Net Loss in Third Quarter

ELPIDA MEMORY: To Debate IP Deals Approved by Tokyo Court
EMILY'S DELIGHT: Voluntary Chapter 11 Case Summary
EMERALD ISLE: Voluntary Chapter 11 Case Summary
ENERGYSOLUTIONS INC: Files Form 10-Q, Had $10MM Net Income in Q3
ENERGYSOLUTIONS INC: Posts $10-Mil. Net Income in Third Quarter

EPICEPT CORP: Agrees to Merge with Immune Pharmaceuticals
EPICOR SOFTWARE: Moody's Cuts CFR/PDR to 'B3'; Outlook Stable
EQUINOX HOLDINGS: Moody's Affirms B3 CFR/PDR; Outlook Positive
EURAMAX HOLDINGS: Incurs $1.2 Million Net Loss in Third Quarter
EXQUISITE DESIGNS: Case Summary & Largest Unsecured Creditor

EXELON CORP: Moody's Confirms '(P)Ba1' Preferred Shelf Rating
FAST TRACK: Voluntary Chapter 11 Case Summary
FELCOR LODGING: Moody's Affirms 'B3' Corp. Family Rating
FERRO CORP: S&P Revises Outlook on 'B+' CCR to Neg on Weak Results
FIBERTECH NETWORKS: Moody's Rates New Credit Facility 'B2'

FIBERTECH NETWORKS: S&P Ups CCR to 'B+' Despite Increased Leverage
FLETCHER INTERNATIONAL: Withdraws Bid to Employ Appleby Bermuda
FLORIDA GAMING: Court Appoints David Jonas as Temporary Receiver
FREESEAS INC: Amends 2.3 Million Common Shares Resale Prospectus
FRIENDFINDER NETWORKS: Estimates Q3 Adjusted EBITDA of $22MM

FTI CONSULTING: Moody's Rates $300MM Sr. Unsecured Notes 'Ba2'
FTI CONSULTING: S&P Revises Outlook on 'BB+' CCR to Negative
GEORGIA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
GEOKINETICS INC: BlackRock Discloses 2.6% Equity Stake
GEOMET INC: Incurs $34.4 Million Net Loss in Third Quarter

GLOBAL AVIATION: Files First Amended Joint Plan
GLOBAL CLEAN: Incurs $1.2-Mil. Net Loss in Third Quarter
GLOBAL FOOD: Incurs $688,900 Net Loss in Third Quarter
GMX RESOURCES: Incurs $60 Million Net Loss in Third Quarter
GMX RESOURCES: Inks $30MM Commitment Agreements with Noteholders

GRANITE DELLS: Court Denies AED's Request for Case Dismissal
GWF ENERGY: S&P Gives 'BB' Rating on $202.9-Mil. Credit Facilities
GYMBOREE CORP: S&P Cuts CCR to 'B-' on Limited Profitability
HEALTHCARE PARTNERS: S&P Cuts Counterparty Credit Rating to 'BB-'
HESS INDUSTRIES: Sold in Chapter 7 for $19.2 Million

HOLLYWOOD FILM: Files for Chapter 11 in California
HOLLYWOOD FILM: Voluntary Chapter 11 Case Summary
HONDO MINERALS: KWCO PC Discloses Going Concern Doubt
HORIZON LINES: Signs Separation Agreement with EVP and COO
HOSTESS BRANDS: Union to Appeal Rejection of Labor Contracts

HOSTESS BRANDS: Closes 3 Bakeries Amid Nationwide Strike
HYDROGENICS CORP: Incurs $3.1-Mil. Net Loss in Third Quarter
INNOVATIVE FOOD: Liggett Vogt Replaces RBSM as Accountants
INTERNATIONAL TEXTILE: Reports $2.1 Million Net Income in Q3
INSPIREMD INC: Amends 7.2 Million Common Shares Prospectus

INTRAWEST CAYMAN: S&P Assigns 'B-' Corporate Credit Rating
ISTAR FINANCIAL: Files Form 10-Q, Incurs $64.3MM Net Loss in Q3
JANNOTTA FAMILY: Case Summary & 2 Largest Unsecured Creditors
JC PENNEY: S&P Cuts Corp. Credit Rating to 'B-' on Weak Results
JEFFERSON COUNTY, AL: Leader Says Bankruptcy "Correct" Move

KINETEK HOLDINGS: S&P Raises CCR to 'B' on Nidec Buyout
M&M STONE: Files for Chapter 11 in Philadelphia
METEX MFG.: Voluntary Chapter 11 Case Summary
MONITOR COMPANY: Has Deal to Sell Assets to Deloitte via Ch. 11
MONITOR COMPANY: Meeting to Form Creditors' Panel Set for Nov. 15

MONITOR COMPANY: Has Interim Approval of $15MM BofA DIP Loan
MONITOR COMPANY: Proposes Protocol to Test $116MM Deloitte Deal
NATIONAL CINEMEDIA: S&P Gives 'BB-' Rating on $389MM Term Loan
NEW ENERGY: Files for Ch. 11 to Sell; No Buyer Named
NEW GOLD: Moody's Affirms 'B1' CFR/PDR; Outlook Stable

NEWPAGE CORP: Sets Dec. 13 Plan Confirmation Hearing
NUSTAR LOGISTICS: Fitch Lowers Rating on Sr. Unsec. Debt to 'BB'
OMTRON USA: Case Summary & 15 Largest Unsecured Creditors
OSI RESTAURANT: Moody's Upgrades CFR to 'B2'; Outlook Positive
OZBURN-HESSEY HOLDING: Moody's Raises CFR to B3; Outlook Stable

PENNFIELD CORP: Has $2 Million Final Loan Approval
POTOMAC SUPPLY: Settlement Leads to Chapter 7 Conversion
PROSPECT MEDICAL: Moody's Affirms 'B2' Rating on Sr. Secured Notes
REGIONS FINANCIAL: Moody's Corrects October 3 Rating Release
SPRINT NEXTEL: Moody's Rates New Senior Unsecured Notes 'B3'

TELENET GROUP: Moody's Corrects PDR to 'B1' From 'B1/LD'
TW TELECOM: Gets Inquiries on Indenture Provisions, Moody's Says
WAGSTAFF MINNESOTA: Judge Approves Sale of KFC Outlets to Popeyes
WEST 380 FAMILY CARE: Files for Ch. 11 to Sell to Wise Regional
WILLBROS: Moody's Maintains 'B3' Corporate Family Rating

* Moody's Says Oct. Global Spec-Grade Default Rating Down 2.9%
* Moody's Market Conditions Mask US Nuclear Reliability Issues
* Moody's Says Low Covenant Quality Worsens in October

* Leucadia and Jefferies Group to Merge
* Morrison & Foerster Names Brett Miller Managing Partner in NY

* Large Companies With Insolvent Balance Sheet

                            *********

13621 SHERMAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 13621 Sherman Way, LLC
        13623 Sherman Way
        Van Nuys, CA 91405

Bankruptcy Case No.: 12-19853

Chapter 11 Petition Date: November 7, 2012

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Raymond H. Aver, Esq.
                  LAW OFFICES OF RAYMOND H. AVER APC
                  1950 Sawtelle Boulevard, Suite 120
                  Los Angeles, CA 90025
                  Tel: (310) 473-3511
                  Fax: (310) 473-3512
                  E-mail: ray@averlaw.com

Scheduled Assets: $1,806,295

Scheduled Liabilities: $3,012,468

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

The petition was signed by Isaac Massachi, managing member.


1435 BALD: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 1435 Bald Hill Road LLC
        207 Quaker Lane
        West Warwick, RI 02893

Bankruptcy Case No.: 12-13514

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Diane Finkle

Debtor's Counsel: Ira B. Lukens, Esq.
                  LAW OFFICE OF IRA LUKENS
                  153 Grand Avenue
                  Cranston, RI 02905
                  Tel: (401) 484-1738
                  E-mail: ilukens@gmail.com

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

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

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

The petition was signed by Melissa Faria, manager.


18 SENNA: Court Dismisses Involuntary Chapter 11 Petition
---------------------------------------------------------
18 Senna LLC sought and obtained dismissal of the involuntary
Chapter 11 petition filed against it by Elliot Weiss, L.E.E.A.,
LP., and Aliya Management, LLC.

The bankruptcy judge entered the dismissal order after the Alleged
Debtor and the petitioning creditors submitted a joint motion for
dismissal of the case.

In the Alleged Debtor's original motion, Lawrence J. Maun, Esq.,
said the debts asserted by the petitioning creditors are not only
disputed, they do not even exist.

The parties later reached a settlement of all issues related to
the involuntary bankruptcy as well as a state court action that
was removed to the Bankruptcy Court (Adversary Case No. 04:12-MP-
00301).  The parties agree that 18 Senna waives any rights to
judgment it may have pursuant to 11 U.S.C. Sec. 303(i).

The involuntary petition was filed against 18 Senna LLC (Bankr.
S.D. Tex. Case No. 12-31077) in bankruptcy court in Houston on
Aug. 7, 2012 by Elliot Weiss, allegedly owed $274,675 on a note.
The petition was later amended to include L.E.E.A. LP and Aliya
Management LLC as petitioning creditors.  Barry Allan Brown, Esq.,
in Houston, represents the petitioning creditors.


24 GREEN: Case Summary & 8 Unsecured Creditors
----------------------------------------------
Debtor: 24 Green Street, LLC
        2152 14th Circle North
        Saint Petersburg, FL 33713

Bankruptcy Case No.: 12-53187

Chapter 11 Petition Date: November 5, 2012

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

Debtor's Counsel: Christopher W. Terry, Esq.
                  STONE AND BAXTER, LLP
                  577 Mulberry Street, Suite 800
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  E-mail: cterry@stoneandbaxter.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 eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/gamb12-53187.pdf

The petition was signed by Clark H. Scherer, III, managing member
of CHS Asset Holdings, LLC, member.


A123 SYSTEMS: Gets OK for Auction Led by Johnson Controls
---------------------------------------------------------
A123 Systems, Inc., a developer and manufacturer of advanced
Nanophosphate (R) lithium iron phosphate batteries and systems,
today announced that the United States Bankruptcy Court for the
District of Delaware has granted A123 approval of the bidding
procedures and stalking horse bid protections in connection with
the previously announced stalking horse asset purchase agreement,
under which Johnson Controls intends to acquire A123's automotive
business assets in a court-supervised process under Section 363 of
the U.S. Bankruptcy Code.

In addition to the stalking horse asset purchase agreement with
Johnson Controls, A123 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.

"This is an important milestone in our reorganization process and
we are pleased to be making progress with the bidding process,"
said Dave Vieau, Chief Executive Officer of A123.  "A123 and its
advisors are confident that the court-supervised transaction
process provides a level and fair playing field for all
participants.  We are encouraged by the continued interest in
A123's assets from Johnson Controls, which has stated an interest
in expanding its bid to acquire A123's government business.  We
are also encouraged by the interest in A123's assets from Wanxiang
Group Corporation and multiple additional parties.  We are
committed to acting in the best interests of A123, its employees
and its other stakeholders and look forward to engaging in a
robust auction process."

Additional information is available on A123's website at
http://www.a123systems.com/or by calling A123's Restructuring
Hotline, toll-free in the U.S., at 1-800-224-7654. For calls
originating outside the U.S., please dial +1 973-509-3190.

                        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.
          BROWN RUDNICK LLP
          Seven Times Square
          New York, NY 10036

               - and -

          Mark Minuti, Esq.
          SAUL EWING LLP
          222 Delaware Avenue, Suite 1200
          PO Box 1266
          Wilmington, DE 19899


ABES ELECTRONICS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Abes Electronics Center, Inc.
        dba Abes Of Maine Camera And Electronics
        5 Fernwood Avenue
        Edison, NJ 08837

Bankruptcy Case No.: 12-47723

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Nancy Hershey Lord

Debtor's Counsel: Michael S. Fox, Esq.
                  OLSHAN FROME WOLOSKY LLP
                  65 East 55th Street
                  New York, NY 10022
                  Tel: (212) 451-2300
                  Fax: (212) 451-2222
                  E-mail: mfox@olshanlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-47723.pdf

The petition was signed by Abraham Mosseri, president.


ACTS CHURCH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Acts Church Ministries International, Inc.
        5401 Trentman Street
        Fort Worth, TX 76119

Bankruptcy Case No.: 12-46188

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Marilyn D. Garner, Esq.
                  LAW OFFICES OF MARILYN D. GARNER
                  2007 E. Lamar Boulevard, Suite 200
                  Arlington, TX 76006
                  Tel: (817) 588-3075
                  Fax: (817) 462-4075
                  E-mail: mgarner@marilyndgarner.net

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

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

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

The petition was signed by Darrell Wilson, president.


ADINO ENERGY: Delays Form 10-Q for Third Quarter
------------------------------------------------
Adino Energy Corporation informed the U.S. Securities and Exchange
Commission that it will be delayed in filing its quarterly report
on Form 10-Q for the period ended Sept. 30, 2012.  The Company is
completing its review of various transactions made in the fiscal
quarter, and this review could not be completed without
unreasonable effort or expense by the filing date.

                        About Adino Energy

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

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

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

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


AEROGROW INTERNATIONAL: Incurs $398,600 Second Quarter Net Loss
---------------------------------------------------------------
Aerogrow International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $398,654 on $1.14 million of product sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$1.03 million on $1.49 million of product sales for the same
period during the prior year.

For the six months ended Sept. 30, 2012, the Company reported a
net loss of $7.56 million on $2.56 million of product sales, in
comparison with a net loss of $2.57 million on $2.97 million of
product sales for the same period a year ago.

The Company reported a net loss of $3.55 million for the year
ended March 31, 2012, a net loss of $7.92 million for the year
ended March 31, 2011, and a net loss of $6.33 million for the year
ended March 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$4.35 million in total assets, $4.29 million in total liabilities,
and $69,025 in total stockholders' equity.

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

                        http://is.gd/yskw5k

                          About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.


AINSWORTH LUMBER: Moody's Raises CFR to 'B2'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned Ainsworth Lumber Co. Ltd's
proposed $350 million senior secured notes due 2017 a B2 rating
and upgraded the company's corporate family rating (CFR) to B2
from B3. The speculative grade liquidity rating was affirmed at
SGL-3 and the ratings outlook is stable. "The upgrade reflects the
company's lower leverage, decreased borrowing costs and improved
debt maturity profile as a result of the company's proposed
financing, and our expectation of stronger financial performance
in-line with a gradual improvement in the US housing market", said
Ed Sustar, Moody's lead analyst for Ainsworth.

Upgrades:

  Issuer: Ainsworth Lumber Co. Ltd.

     Probability of Default Rating, Upgraded to B2 from B3

     Corporate Family Rating, Upgraded to B2 from B3

Assignments:

  Issuer: Ainsworth Lumber Co. Ltd.

    Senior Secured Regular Bond/Debenture, Assigned 51 - LGD4
    to B2

Ainsworth intends to use the net proceeds from its back-stopped
$175 million rights offering and proposed $350 million senior
secured notes to repay its existing $101 million senior secured
term loan (rated Ba3) due 2014 and $406 million senior unsecured
notes (rated Caa1) due 2015. The proposed $350 million senior
secured notes due 2017 will have a second -- priority lien on
substantially all assets and will be guaranteed by Ainsworth and
all its material subsidiaries. The B2 rating on the proposed $350
million senior secured notes incorporates the note holders'
position behind a planned first-lien revolver (up to $50 million)
that the company is expected to put in place after the proposed
financing closes. The rating does not incorporate additional
first-lien debt that the company has the ability to put in place.
The rating on the company's existing $101 million senior secured
term loan due 2014 and $406 million senior unsecured notes due
2015 will be withdrawn following their repayment. All the ratings
are subject to the conclusion of the proposed transaction and
Moody's review of final documentation.

Ratings Rationale

The upgrade reflects the company's increased financial flexibility
with 30% less debt, stronger interest coverage and improved debt
maturity profile following the completion of the company's
proposed debt and rights offering. Moody's estimates that
Ainsworth's adjusted debt to EBITDA (including Moody's standard
adjustments for pension and operating leases) will be around 5x
and EBITDA to interest will be around 2x during the next 1-2
years. The upgrade also reflects the company's improved cash
generation following the improvement in the US housing market and
the company's increased focus on value-added products. Improved
mill efficiencies by running the company's reduced footprint at
high operating rates while increasing its mix of value-added
products has allowed Ainsworth to generate higher margins than
many of its industry peers. In addition, financial and strategic
support by 54% owner Brookfield Private Equity and Finance Ltd.
(Brookfield) was demonstrated by their backstop of Ainsworth's
proposed rights offering.

The B2 corporate family rating reflects the company's sizeable
debt, the company's volatile financial and operating performance,
its relatively small size, single product focus and geographic
concentration. The company's value-added product focus, its good
fiber access and demonstrated support from Brookfield partially
offsets these challenges. Ainsworth's financial performance is
primarily influenced by oriented strandboard ("OSB") prices which
are strongly impacted by the level of OSB operating capacity
coming back on-line as demand gradually improves with the
improvement in the US housing market.

The SGL-3 speculative grade liquidity rating reflects adequate
liquidity as indicated by the company's relatively strong cash
position, its lack of third party liquidity arrangements and
Moody's projected cash generation of about $15 million over the
next four quarters. The company's primary source of liquidity is
its cash balance net of restricted cash that stood at
approximately $87 million on September 30, 2012. The company is
contemplating an asset-based revolving credit facility (up to $50
million) after the completion of the company's rights offering and
proposed $350 million senior secured notes. Financial covenant
issues are not expected over the short term and the company has
approximately $5 million of debt maturities over the next four
quarters (mainly equipment loans). Most of the company's assets
are encumbered and the SGL-3 rating also reflects minimal
alternate liquidity from asset sales.

The stable outlook reflects Moody's expectation of an improvement
in demand with a gradual improvement in the US housing market.
This is tempered by Moody's uncertainty regarding OSB capacity
that may come back on-stream. The company could face a potential
pullback in OSB prices and earnings if industry supply returns
faster than demand. The rating could be lowered if the company's
liquidity deteriorates significantly or if normalized financial
leverage approaches 7 times for a sustained period of time. An
upgrade would depend on an improvement in the company's operating
flexibility by lessening its dependence on just a few OSB
facilities. Moody's would also expect sustainable improvement in
the company's financial performance, including normalized
financial leverage around 4.5 times and interest coverage around 3
times.

The principal methodology used in rating Ainsworth was the Global
Paper and Forest Products Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Ainsworth, headquartered in Vancouver, British Columbia, Canada,
is a manufacturer and supplier of OSB. The company owns and
operates four OSB manufacturing facilities in Canada. One of the
four OSB facilities is currently curtailed. Ainsworth has
estimated annual production capacity of 2.5 billion square feet
(3/8" basis) and generated revenues of $361 million over the past
twelve months (ending September 2012).


AINSWORTH LUMBER: S&P Revises Outlook on 'B-' CCR to Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Vancouver-based Ainsworth Lumber Co. Ltd. to stable from negative.
At the same time, Standard & Poor's affirmed its ratings on
Ainsworth, including its 'B-' long-term corporate credit rating
on the company.

Standard & Poor's also assigned its 'B' issue-level rating and '2'
recovery rating to Ainsworth's proposed US$350 million senior
secured notes. A '2' recovery rating reflects its expectations of
a substantial (70%-90%) recovery in a default scenario.

"We base our outlook revision on what we consider a credit
positive deleveraging transaction that will result in an improved
capital structure," said Standard & Poor's credit analyst Jatinder
Mall. "In particular, the comprehensive refinancing transaction
highlights that the proceeds from the proposed debt, in
conjunction with funds raised through an equity rights offering,
will be used to repay Ainsworth's current and outstanding term
loan and senior unsecured notes," Mr. Mall added.

"The ratings on Ainsworth reflect what Standard & Poor's views as
the company's vulnerable business risk profile and highly
leveraged financial risk profile. In our view, credit risks
include the company's exposure to cyclical housing construction
markets and to volatile commodity oriented strandboard (OSB)
prices, limited asset and product diversification, and a highly
leveraged capital structure. We believe these risks are partially
mitigated by the company's low-cost position stemming from
efficient Canadian assets, higher revenues generated through
value-added products, and what we consider strong liquidity to
weather weak industry conditions," S&P said.

Ainsworth is a leading OSB producer in North America, with total
annual operating capacity of about 2.5 billion square feet of OSB
at its four mills in Canada, although production at its High
Level, Alta., mill has been curtailed since 2007.

"The stable outlook on Ainsworth reflects Standard & Poor's
expectations that as the company completes its refinancing plan it
will have reduced debt and improved its capital structure.
Furthermore, through 2012 a moderate rebound in U.S. housing
construction has resulted in higher OSB prices and stronger
free operating cash flow for Ainsworth. Higher cash flows from
operations combined with the company's plans to sign an ABL
facility help maintain adequate liquidity to fund operations. For
the next year, we expect Ainsworth to continue operating at full
capacity, with a slight weakening of OSB prices from current
highs, although we expect free operating cash flows to remain
positive. We could raise the ratings if forecasted U.S. housing
starts materialize to about 1 million starts, which we do not
expect until 2014, accompanied by supplier discipline leading to
higher EBITDA and reduced leverage below 5x on a sustained basis.
Alternatively, we could lower the ratings if the housing market
does not recover as expected or if realized OSB prices fall to
C$185 per thousand square foot, leading to negative free operating
cash flows and a liquidity decline below C$30 million," S&P said.


ALCO CORP: Taps Nevares & Sanchez for State Court Suit
------------------------------------------------------
Alco Corporation asks the U.S. Bankruptcy Court for the District
of Puerto Rico for permission to employ Jose A. Sanchez Alvarez
and Nevares & Sanchez-Alvarez, PSC as special counsel.

The Debtor needs the services of an attorney to continue its
representation in civil case filed with the Puerto Rico Court of
First Instance, in which the Bankruptcy Court allowed the
modification of automatic stay in order to continue the state
court litigation until final judgment and other matters that may
specifically assign.

The hourly rates of the firm's personnel are:

         Mr. Alvarez                     $225
         Laura E. Alonzo-Monrouzeau      $150

To the best of the Debtor's knowledge, Mr. Alvarez and the firm do
not hold nor represent any interest adverse to the Debtor or the
estate in the matters upon which they are to be engaged.

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represent
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.

The Plan considers the full payment of all administrative, secured
creditors and priority claims and a 50% dividend to the general
unsecured creditors on monthly installments within 5 years from
the effective date.


ALETHEIA RESEARCH: Files for Chapter 11 in Los Angeles
------------------------------------------------------
Aletheia Research and Management, Inc., filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-47718) on Nov. 11,
2012.

According to the docket, the Company's schedules of assets and
liabilities, and statement of financial affairs are due Nov. 26,
2012.  Attorneys at Greenberg Glusker represent the Debtor.

The Company's board voted in favor of a bankruptcy filing due to
the Company's financial situation and ongoing litigation.
According to the list of top largest unsecured creditors, Proctor
Investments has unliquidated and disputed claims of $16 million on
account of pending litigation.


ALLEN FAMILY: Sets Dec. 19 Plan Confirmation Hearing
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allen Family Foods Inc., a vertically integrated
chicken producer before the business was sold, scheduled a Dec. 19
confirmation hearing for approval of the liquidating Chapter 11
plan.  The explanatory disclosure statement was approved last week
by the U.S. Bankruptcy Court in Delaware.

According to the report, disclosure materials tell unsecured
creditors with $32.2 million in claims why then can expect a 10%
recovery.  The business was sold in September 2011 to Korean
poultry producer Harim Co. Ltd.  The sale threw off $45.2 million,
paying off secured claims.  The plan became possible following
settlement of a claim from the Pension Benefit Guaranty Corp.

The report relates the plan in part is based on a separate
settlement where the secured lender gave up $5 million.  Secured
debt when the Chapter 11 case began included $83.2 million on a
term loan and revolving line of credit with MidAtlantic Farm
Credit ACA, as agent.  From the sale proceeds, $30 million was
held aside to await the result of a lawsuit by the creditors
against MidAtlantic.

The Bloomberg report discloses that the settlement gave unsecured
creditors $5 million.  The bank also agreed to waive claims, so it
won't share in any distribution to unsecured creditors as a result
of a shortfall in payment of the secured claim.

                     About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.  Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.


ALLY FINANCIAL: Fitch Maintains Rating Watch Negative
-----------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative on Ally
Financial Inc.  The ratings were placed on Rating Watch Negative
on May 15, 2012, following the bankruptcy filing by Ally's wholly-
owned subsidiary Residential Capital LLC (ResCap).

In addition, Fitch is withdrawing all its ratings on ResCap,
following the entity's bankruptcy filing. (See complete list of
ratings affected by this action at the end of this release.)
Fitch recognizes Ally's various positive developments, including
the successful auction of material assets at ResCap to third-party
buyers above original bids, sale of Ally's international auto-
related business in Canada and Mexico at attractive prices above
book value, and Ally's continued robust access to various sources
of funding.  However, the maintenance of the Negative Watch
reflects the continued uncertainty as to the ultimate outcome from
ResCap's bankruptcy including approval of Ally's settlement plan
with ResCap, which releases Ally from existing and potential
claims from ResCap and third-party creditors, potential litigation
from creditors or third parties who could challenge such a
release, the opinion of the independent investigator appointed by
ResCap's bankruptcy judge, and repayment of Ally's secured
financing to ResCap.

Fitch expects to get more clarity on some of these issues in the
coming quarters and will accordingly take action on Ally's
ratings, which may include maintaining the Negative Watch,
affirmation of existing ratings, or a downgrade.

Despite ResCap's bankruptcy, Ally has continued to economically
access diversified sources of funding.  The company raised $6.3
billion in new funding in third quarter 2012 (3Q'12), including
$4.1 billion in global term securitizations and $600 million in
unsecured debt. Deposit growth at Ally Bank continued, with $1.7
billion in retail deposits raised in 3Q'12.  Total deposits
climbed to $49.8 billion in 3Q'12 from $45.1 billion at year-end
2011, accounting for 33.5% of total funding at the end of 3Q'12.

Ally's recent agreement to sell its Mexican insurance subsidiary
for $865 million and Canadian auto operations for $4.1 billion are
expected to generate pre-tax gains in excess of $1 billion.
Furthermore, the potential sale of remaining international
operations (approximately $16 billion in assets) is expected to
generate additional proceeds.  Fitch believes that the loss of
revenue/earnings diversity from the sale of these international
operations will be somewhat offset by reduction in risk weighted
assets and rationalization of expense base, which will help Ally
to repay the U.S. Treasury quicker and focus its resources towards
its growing U.S. auto-finance business.

Operating performance in the auto-lending business has been solid
despite increased competition mainly due to the dealer-centric
business model and offerings.  Ally reported core pre-tax income
(which excludes original issue discount) of $559 million in 3Q'12,
compared to core pre-tax income of $119 million in 3Q'11, and a
core pre-tax loss of $753 million in 2Q'12.  Fitch expects full-
year 2012 results will be impacted by some material one-time
losses/gains, including, the $1.2 billion charge related to
ResCap's bankruptcy in 2Q'12, and the $90 million-$120 million
pension-related charge expected in 4Q'12 offset by $1.1 billion-
$1.4 billion of gains related to the release of deferred tax
valuation allowance expected in 4Q'12.  Still, profitability in
the core auto business is expected to be stable, driven by a
robust origination pipeline, a more diversified and profitable
portfolio mix, solid asset quality, and favorable funding costs
due to more originations being funded by low-cost deposits at Ally
Bank.

Capital ratios are strong compared to the relatively low-risk
nature of the core auto-related assets.  Total liquidity at both
the parent and bank level is strong and sufficient to cover near-
term debt maturities and originations.  Fitch believes higher
capital levels will be maintained until contingent risks related
to ResCap are fully resolved.  Liquidity is expected to normalize
along with the debt maturity profile after the significant
temporary liquidity guaranteed program (TLGP) debt is repaid in
4Q'12.

Rating Drivers and Sensitivities

The resolution of the Rating Watch will be driven by the ultimate
outcome of ResCap's bankruptcy and any indirect impact on Ally.
Rejection of Ally's settlement plan with ResCap to release Ally
from all material claims by third-party creditors or an
unfavorable opinion by the independent examiner which negatively
impacts the resolution could lead to a downgrade.

Conversely, confirmation of Ally's settlement plan from ResCap's
bankruptcy court to release Ally from existing and potential
claims from third-party creditors, a favorable opinion from the
independent examiner, and repayment of Ally's secured financing
from ResCap would lead to ratings stability.  Positive rating
momentum in the medium term, although limited until ResCap's
resolution, would be driven by sustained profitability in Ally's
U.S. auto business after the sale of its international businesses,
expansion of the banking franchise along with growth in the bank's
deposit funding base while maintaining a conservative capital and
liquidity posture.

The following ratings remain on Rating Watch Negative:

Ally Financial Inc.

  -- Long-term Issuer Default Rating (IDR) 'BB-';
  -- Senior unsecured 'BB-';
  -- Viability rating 'bb-';
  -- Perpetual preferred securities, series A 'CCC'.

GMAC Capital Trust I

  -- Trust preferred securities, series 2 'B-'.

GMAC International Finance B.V.

  -- Long-term IDR 'BB-';I
  -- Senior unsecured 'BB-';

GMAC Bank GmbH

  -- Long-term IDR 'BB-';
  -- Senior unsecured 'BB-';

Ally Credit Canada Limited

  -- Long-term IDR 'BB-';
  -- Senior unsecured 'BB-';

GMAC Financial Services NZ Limited

  -- Long-term IDR 'BB-';

GMAC Australia LLC

  -- Long-term IDR 'BB-';

The following ratings are withdrawn by Fitch following the
bankruptcy filing of the entity:

ResCap

  -- Long-term IDR 'D';
  -- Short-term IDR 'D';
  -- Senior unsecured 'D';
  -- Short-term debt 'D'.


AMERICAN AIRLINES: Marathon Withdraws Bid for Examiner
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. won't be distracted with an investigation
by an examiner, and American Airlines Inc. will have the benefit
of a settlement with improved financing for 216 smaller-capacity
regional jets manufactured by Embraer SA.

According to the report, Marathon Asset Management LP withdrew its
request for an examiner to investigate possibly fraudulent
transfers as part of a pre-bankruptcy transaction where ownership
of 263 smaller jets was transferred from regional airline American
Eagle to the parent AMR.  As part of the bankruptcy
reorganization, AMR proposed a settlement where AMR would waive
claims against the lenders who in return modify the financing
again, making it less costly and allowing AMR to give back some of
the aircraft.

The report relates that in addition to approving the regional jet
refinancing last week, the bankruptcy court on Nov. 9 signed an
order extending AMR's exclusive right to propose a Chapter 11 plan
until Jan. 28.  In return for Marathon's agreement to drop the
demand for an investigation by an examiner, AMR agreed there will
be no waiver of claims by the parent company against American
Eagle resulting from the pre-bankruptcy transaction.  In addition,
AMR and the official creditors' committee agreed not to object to
a request by Marathon for payment of $150,000 in reimbursement of
attorneys' fees incurred in pursuit of the examiner request.

The report notes that AMR said the regional jet financing
settlement is worth $670 million in savings.  AMR filed papers
last week for approval of the previously disclosed settlement
ending litigation with Sabre Holdings Inc., the airline
reservation business that AMR once owned.  There will be a Nov. 29
hearing to approve the settlement.

                      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: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family and
probability of default rating to American Piping Products, Inc.
(APP). In addition, Moody's assigned a Caa1 rating to the
company's proposed $100 million senior secured notes due 2017. The
rating outlook is stable.

The proceeds from the proposed note offering will be used to fund
a $52 million shareholder dividend, refinance a portion of APP's
existing indebtedness and pay related fees and expenses. The
company plans to pay down the outstanding balance on its revolving
credit facility and reduce the borrowing limit on that facility to
$24 million from $45 million upon completion of the note offering.

The following ratings were assigned in this rating action:

  Corporate Family Rating B3;

  Probability of Default Rating B3;

  $100 million of senior secured notes Caa1 (LGD4, 60%);

This is a newly initiated rating and is Moody's first press
release on this issuer.

Ratings Rationale

The B3 corporate family and probability of default ratings reflect
APP's small size, elevated leverage, minimal free cash flow,
significant exposure to the cyclical downstream energy sector and
the possibility that the company's future growth could be limited
by its business model which relies on slower moving niche products
sold by its commission-based sales force. In addition, the company
relies on one distribution facility for approximately 90% of its
shipments, which exposes the company to a high degree of business
risk.

APP's ratings are supported by the company's above average margins
and return on assets relative to other energy industry
distributors, beneficial exposure to MRO activity, diverse
customer mix and its highly experienced sales team. APP's pro
forma liquidity profile also supports the ratings since they will
have no near-term debt maturities and no outstanding borrowings on
the credit facility after the note offering is completed.

The stable outlook presumes the company's operating results will
remain relatively stable or gradually improve over the next 12 to
18 months and result in improved credit metrics. It also assumes
the company will carefully balance its leverage and other credit
metrics with its growth strategy. The outlook considers the
resilience of the distribution business model, which in a downturn
should benefit from cash generated through reduced working
capital.

The ratings could experience upward pressure if the company
achieves improved free cash flow and credit metrics and improves
its business profile. This would include consistently generating
free cash flow of at least $50 million, reducing the leverage
ratio below 3.0x and diversifying its distribution base to reduce
the company's reliance on one facility.

Negative rating pressure could develop if deteriorating operating
results, debt financed acquisitions or additional shareholder
distributions result in a leverage ratio above 4.5x or an interest
coverage ratio below 1.5x, as measured by (EBITDA-CapEx)/Interest.
A significant reduction in borrowing availability or liquidity
could also result in a downgrade.

The principal methodology used in rating American Piping Products,
Inc. was the Global Distribution & Supply Chain Services
methodology published in November 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

American Piping Products, Inc. (APP), headquartered in
Chesterfield, Missouri is a distributor of carbon and alloy
seamless pipe, welded pipes, fittings and flanges. The company's
primary end-markets include the oil and gas, refining,
petrochemical and power generation industries. The company
provides value-added services such as pipe cutting, end
preparation, roll grooving and wheelabration as well as hardness
and ultrasonic defect testing. American Piping Products operates
out of 2 distribution facilities and 5 sales offices in the United
States. In the twelve months ended September 30, 2012 the company
generated sales of approximately $185 million. The company is
owned by Edgewater Funds, certain co-investors and senior
management.


AMERICAN SUZUKI: Dealers Not Surprised With Bankruptcy, U.S. Exit
-----------------------------------------------------------------
Christina Rogers, writing for The Wall Street Journal, reports
that when Suzuki Motor Corp. disclosed this week it would pull out
of the U.S. auto market, the news came as little surprise to
dealers who had struggled with a dramatic plunge in sales over the
last five years.

WSJ relates that last week, dealers including Don Hicks, who owns
a Suzuki dealership in Aurora, Colo., got the news that Suzuki's
U.S. subsidiary, American Suzuki Motor Corp., filed for Chapter 11
bankruptcy protection.  "I wasn't particularly surprised," Mr.
Hicks said.  "They had been really slowing things down for a
while."

WSJ relates Suzuki's 220 U.S. dealers now face the task of winding
down their stores, which includes selling off remaining vehicle
stock.  Suzuki plans to offer discounts on those cars to help move
them, and will continue to honor its vehicle warranties and keep
some parts and service locations open at some current Suzuki
dealers.

WSJ notes Suzuki first was hurt by its heavy reliance on consumers
with poor credit who were among the first to leave the market when
credit dried up in late 2008 and later by the strong yen, which
made its vehicles more expensive.  Suzuki also faced tougher
competition in the low-priced car market from Korean rivals
Hyundai Motor Co. and Kia Motors Corp.

                       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 Interim Approval of FTI's Reiss as CRO
-----------------------------------------------------------
American Suzuki Motor Corporation sought and obtained interim
Court authority to employ FTI Consulting, Inc.'s M. Freddie Reiss
as Chief Restructuring Officer as well as the firm itself to
assist Mr. Reiss.  The Debtor's request is granted an interim
basis through Dec. 6, 2012.

Mr. Reiss and FTI will assist management in evaluating strategic
alternatives, communicating with the Debtor's stakeholders, and
providing business plan analysis and liquidation analysis for the
purpose of preparing a plan of reorganization and disclosure
statement to maximize value for the estate. Without such services,
the Debtor said it would be difficult, if not impossible, for it
to gather and analyze the financial information necessary to its
reorganization and the preparation of a disclosure statement that
complies with the requirements of section 1125 of the Bankruptcy
Code.

The Interim Order permits the Debtor to indemnify those persons
serving as corporate officers on the same terms as provided to the
Debtor's other officers and directors under the corporate bylaws
and applicable state law.  There will be no other indemnification
of FTI or its affiliates.

For a period of three years after the conclusion of the
engagement, neither FTI nor any of its affiliates will make any
investments in the Debtor or the Reorganized Debtor.

Mr. Reiss is a senior managing director at FTI with more than 30
years of experience in strategic planning, cash management,
liquidation analysis, covenant negotiations, forensic accounting
and valuation.  Mr. Reiss has advised on more than 100 bankruptcy-
related matters.  Some of his most notable engagements include:
Daewoo Motors America; GE, PG&E, America West, K-Mart, Circle
K, Orange County Investors' Pool and Executive Life, Refco and
Iridium. Additionally, Mr. Reiss has advised on multiple out-of-
court restructurings for corporations, such as Euro Disney,
Musicland, K-Mart, Syncora, Tower Records and Edwards Theatres.

The Debtor and FTI have agreed to this compensation and payment
structure:

     (a) The Debtor has agreed to pay the CRO a monthly,
nonrefundable advisory fee of $100,000 for the services of the CRO
outlined in the Engagement Contract.  The initial term for CRO
services will be six months and month-to-month thereafter. Payment
will be due following entry of an order approving the Services
Agreement between the Debtor and FTI and on the 1st of each month
thereafter.  Payments are to be made directly to Mr. Reiss. If a
plan of reorganization is confirmed, Mr. Reiss will transition to
become the plan administrator at a monthly rate to be determined
by the parties at such time.  It is contemplated that the CRO will
average approximately 30 hours per week over the initial six month
term of the Engagement.

     (b) Fees in connection with the Engagement for Additional
Personnel assisting the CRO will be based upon the time incurred
providing the Services, multiplied by FTI's standard hourly rates
applicable in the United States, summarized as:

                                                Per Hour
                                                --------
         Senior Managing Directors            $780 - $895
         Directors / Managing Directors       $560 - $745
         Consultants / Senior Consultants     $280 - $530
         Administrative / Paraprofessional    $115 - $230

     (c) The Debtor paid FTI $500,000, which funds are to be held
on account to be applied to FTI's professional fees and expenses
for services provided under the Engagement Contract until the
completion of the engagement.

     (d) FTI retains the ability to request a success fee on or
after the effective date of a plan of reorganization confirmed.
The structure of the success fee will be negotiated and determined
by the parties at such time.

     (e) The Debtor will reimburse both FTI and the CRO for all
reasonable out-of-pocket expenses incurred in connection with this
engagement such as travel, lodging, telephone and facsimile
charges.

The Debtor believes that FTI is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.

                       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.


AMPAL-AMERICAN: Creditors Seek to Take Control of Chapter 11
------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that bondholders
who have gone unpaid by struggling Ampal-American Israel Corp.
have turned to a judge for help in taking control of the company's
stalled bankruptcy case, which they said is unfairly protecting
Israeli billionaire Yosef A. Maiman from losing his controlling
ownership in the energy and transportation holding company.

                    About Ampal-American Israel

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012.  The Company is pursuing a plan to restructure the Company's
Series A, Series B and Series C debentures.

Bankruptcy Judge Stuart M. Bernstein presides over the case.
Lawyers at Bryan Cave LLP, in New York, serves as counsel to the
Debtor.

As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities.  The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.


AMPAL-AMERICAN: Committee Taps Brown Rudnick as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Ampal-American Israel Corp., asks the U.S. Bankruptcy
Court for the District of New York or permission to retain Brown
Rudnick LLP as its counsel.

The hourly rates of Brown Rudnick's personnel are:

         Edward S. Weisfelner                   $1,100
         Tuvi Keinan                              $970
         Daniel J. Saval                          $770

         Attorneys                            $475 to $1,100
         Paraprofessionals                    $265 to $370

Edward S. Weisfelner, an attorney at Brown Rudnick, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

A hearing on Nov. 20, 2012, at 10 a.m., has been set.  Objections,
if any, are due Nov. 13, at 4 p.m.

                        About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012.  The Company is pursuing a plan to restructure the Company's
Series A, Series B and Series C debentures.

Bankruptcy Judge Stuart M. Bernstein presides over the case.
Lawyers at Bryan Cave LLP, in New York, serves as counsel to the
Debtor.  The Debtor tapped Houlihan Lokey Capital, Inc., as
as investment banker and financial advisors.

As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities.  The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.

The Debtor disclosed $290,664,095 in assets and $349,413,858 in
liabilities as of the Chapter 11 filing.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Brown Rudnick LLP represents the Committee.


AMPAL-AMERICAN: Taps Houlihan Lokey as Investment Banker
--------------------------------------------------------
Ampal-American Israel Corp., asks the U.S. Bankruptcy Court for
the District of New York for permission to employ Houlihan Lokey
Capital, Inc., as investment banker and financial advisors.

Houlihan Lockey will assist the Debtor with respect to the
restructuring of its debt, potential capital raises and the sale
or transfer of its assets or any similar transaction.
Specifically, Houlihan Lokey will, among other things:

   a) assist in the negotiation of the financial aspects of each
      transaction, including participating in negotiations with
      third parties, creditors and other parties involved in any
      transaction(s);

   b) assist in soliciting and evaluating indications of
      interest and proposals regarding financing and other
      transaction(s) from current and potential lenders, equity
      investors, acquirers or strategic partners; and

   c) provide expert advice and testimony regarding financial
      matters related to any transaction(s), if necessary.

The Debtor believes that the services will not duplicate the
services that other professionals will be providing the Debtor in
the case.

The Debtor will pay Houlihan Lokey these fees:

   i) a non-refundable cash fee of $100,000 per month in respect
      of each month thereafter; and

  ii) transaction fee(s):

      a. restructuring transaction fee of $1,250,000;

      b. financing transaction fee equal to the sum of:

          (I) 1.5% of the gross proceeds of any indebtedness
              raised by or committed to the Company from any
              currently unaffiliated third party;

         (II) 0.75% of the gross proceeds of any indebtedness
              raised by or committed to the Debtor from any
              existing lender, equity holder or other affiliated
              party, other than with respect to any "debtor in
              possession financing" provided by Mr. Yosef Maiman
              or any related or affiliated parties; and

        (III) 5.0% of the gross proceeds of all equity or equity-
              linked securities (including, without limitation,
              convertible securities and preferred stock) sold,
              placed or otherwise committed, provided that (i) the
              fee in respect of the sale of equity or equity-
              linked securities raised for Gadot Chemicals Tankers
              & Terminals Ltd. from either Cartesian Capital
              Group, LLC or Vertical Group Ltd.; and

      c. sale transaction fee equal to $1,250,000.

                        About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012.  The Company is pursuing a plan to restructure the Company's
Series A, Series B and Series C debentures.

Bankruptcy Judge Stuart M. Bernstein presides over the case.
Lawyers at Bryan Cave LLP, in New York, serves as counsel to the
Debtor.  The Debtor tapped Houlihan Lokey Capital, Inc., as
as investment banker and financial advisors.

As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities.  The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.

The Debtor disclosed $290,664,095 in assets and $349,413,858 in
liabilities as of the Chapter 11 filing.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Brown Rudnick LLP represents the Committee.


ANTS SOFTWARE: Rik Sanchez Elected to Board of Directors
--------------------------------------------------------
The ANTs software, inc., Board of Directors, elected Mr. Rik
Sanchez, Senior Vice President of Worldwide Sales, as a member of
the Board, effective Nov. 7, 2012.

                        About Ants Software

ANTs Software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


APPLIED MINERALS: Incurs $2.5 Million Net Loss in Third Quarter
---------------------------------------------------------------
Applied Minerals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.51 million on $666 of revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $1.93
million on $22,804 of revenue for the same period during the prior
year.

The Company reported a net loss of $5.88 million on $152,296 of
revenue for the nine months ended Sept. 30, 2012, compared with a
net loss of $5.60 million on $85,971 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $9.53
million in total assets, $2.32 million in total liabilities and
$7.21 million in total stockholders' equity.

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

                        http://is.gd/Lw5o7q

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss attributable to the Company of
$7.48 million in 2011, a net loss attributable to the Company of
$4.76 million in 2010, and a net loss attributable to the Company
of $6.76 million in 2009.

                           Going Concern

The Company has incurred material recurring losses from
operations.  At March 31, 2012, the Company had a total
accumulated deficit of approximately $43,084,500.  For the three
months ended March 31, 2012, and 2011, the Company sustained net
losses from exploration stage before discontinued operations of
approximately $4,056,700 and $1,695,100, respectively.  The
Company said that these factors indicate that it may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to generate revenue and cash flow to meet its obligations
on a timely basis and management's ability to raise financing or
dispose of certain non-core assets as required.  If successful,
this will mitigate the factors that raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.


APPLETON PAPERS: Incurs $2.1 Million Net Loss in Third Quarter
--------------------------------------------------------------
Paperweight Development Corp., formerly known as Appleton Papers,
Inc., filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $2.07
million on $210.74 million of net sales for the three months ended
Sept. 30, 2012, compared with net income of $18.02 million on
$217.10 million of net sales for the three months ended Oct. 2,
2011.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $115.64 million on $644.27 million of net sales, in
comparison with net income of $9.54 million on $651.70 million of
net sales for the nine months ended Oct. 2, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $554.97
million in total assets, $865.48 million in total liabilities and
a $310.51 million total deficit.

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

                        http://is.gd/Sj1YAO

                        About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ARCAPITA BANK: Enters Into Revised Fortress Commitment Letter
-------------------------------------------------------------
Arcapita Bank B.S.C. received authorization from the Bankruptcy
Court to enter into a revised commitment letter with Fortress
Credit Corp. and to incur the related fees, expenses and
indemnities.

Some of the notable terms and conditions of the $150 million
Fortress Facility are:

Purchaser:          Arcapita Investment Holdings Limited ("AIHL")

Guarantor:          Arcapita Bank B.S.C.(c), each of Arcapita's
                    subsidiaries (other than Falcon Gas Storage
                    Company, Inc.) that is a a debtor and debtor-
                    in possession in the Chapter 11 cases,
                    Arcapita Inc., Arcapita Investment Management
                    Limited, Arcapita Inc., Arcapita Structured
                    Finance Ltd, Arcapita Investment Funding
                    Limited, Arcapita Industrial Management I
                    Ltd., Arcapita Limited (England), Arcapita
                    Pte. Limited, Arcapita (Singapore) Limited,
                    all of the LT Caycos and all wholly owned WCFs
                    (other than as to be agreed by AIHL and Agent)

Agent:              Fortress Credit Corp.

Participants:       Funds managed by, or affiliates of Fortress
                    Credit Corp. and/or banks, financial
                    institutions or other entities selected by
                    Fortress.

Maturity Date:      Six months after the Closing Date which may be
                    extended for up to an additional six months
                    with the Agent's approval subject to certain
                    conditions.

LIBOR and Margin:   1-month LIBOR plus 10.00% p.a.; LIBOR will be
                    subject to a minimum floor of 2.00%

Extension Fee:      1.5% on the outstanding amount of the Murabaha
                    DIP Facility.

Closing Date:       On or before Dec. 11, 2012.

At the option of AIHL, and the satisfaction of certain terms and
conditions, the outstanding Murabaha DIP Facility may be paid off
and satisfied from the proceeds of a new Murabaha term exit
facility to be provided at the option of the Company by the
Participants.

A copy of the Revised Fortress Commitment Letter is available at:

          http://bankrupt.com/misc/arcapita.doc620.pdf

                        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.


ARDENT MEDICAL: Moody's Affirms 'B2' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 3, 35%) rating to the
proposed first lien credit facilities and a Caa1 (LGD 5, 83%)
rating to the proposed second lien term loan of Ardent Medical
Services, Inc., a wholly owned subsidiary of AHS Medical Holdings
LLC (collectively Ardent). Moody's understands that the proceeds
of the proposed offerings will be used to fund the acquisition of
a majority interest in Baptist St. Anthony's Health System (BSAHS)
and to refinance Ardent's existing credit facilities. Moody's will
withdraw the ratings on Ardent's existing facilities when the
transaction is completed. Moody's also affirmed the company's B2
Corporate Family and Probability of Default Ratings. The rating
outlook is stable.

"The acquisition of a controlling interest in Baptist St.
Anthony's Health System represents a transformational step for
Ardent's development," said Dean Diaz, a Moody's Senior Credit
Officer. "The transaction will result in a considerable increase
in leverage but will diversify Ardent's operations from its
current reliance on just two markets" Diaz added.

Following is a summary of Moody's rating actions.

Ratings assigned:

  $120 million senior secured revolving credit facility, B1
  (LGD 3, 35%)

  $725 million senior secured first lien term loan B, B1 (LGD 3,
  35%)

  $175 million senior secured second lien term loan, Caa1 (LGD 5,
  83%)

Ratings affirmed:

  Corporate Family Rating, B2

  Probability of Default Rating, B2

Senior secured revolving credit facility expiring 2015, B1 (LGD 3,
40%) (to be withdrawn at the close of the transaction)

Senior secured term loan due 2015, B1 (LGD 3, 40%) (to be
withdrawn at the close of the transaction)

Ratings Rationale

Ardent's B2 Corporate Family Rating reflects Moody's expectation
that the company will operate with considerable leverage following
the acquisition of a controlling interest in BSAHS. Moody's also
expects that the company will focus on reducing leverage following
the transaction but continue to pursue acquisition opportunities.
The rating reflects Moody's assessment of the risks associated
with such a large transformational acquisition, including
integration and operational disruptions. However, while the
company will still have significant concentration in a few
markets, the transaction will improve the company's geographic
diversification by introducing a third market and decreasing the
reliance on the contribution of the health plan in New Mexico.

Given the increase in leverage and the significance of the
transformational acquisition of BSAHS, Moody's does not expect to
upgrade the rating in the near term. However, Moody's could
upgrade the rating if leverage were expected to be maintained
below 4.5 times.

If operating results deteriorate, either through market specific
pressures or industry challenges such that Moody's comes to expect
the company to sustain negative free cash flow, the ratings could
be downgraded. Additionally, if Ardent is not able to reduce
leverage, including the adjustment for the company's preferred
stock, to below 5.5 times, Moody's could downgrade the ratings.

The principal methodology used in rating Ardent Medical Services,
Inc was the Global Healthcare Service Providers Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Ardent, through its subsidiaries, will operate fourteen hospitals
in three states and two health plans in two states. Moody's
understands that pro forma for the acquisition of BSAHS, the
company would have recognized approximately $2.5 billion in
revenue before the provision for doubtful accounts for the twelve
months ended September 30, 2012.


ARDENT MEDICAL: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Nashville, Tenn.-based AHS Medical Holdings LLC
(fka, Ardent Health Services LLC). The outlook is stable. "At the
same time, we assigned Ardent's proposed $725 million first-lien
term loan B and $120 million revolving credit facility our 'B+'
rating (one notch higher than the 'B' corporate credit rating),
with a recovery rating of '2', indicating our expectation for
substantial (70% to 90%) recovery in the event of payment
default," S&P said.

"We also assigned Ardent's proposed $175 million second-lien term
loan B our 'CCC+' rating (two notches lower than the 'B' corporate
credit rating), with a recovery rating of '6', indicating our
expectation for negligible (0% to 10%) recovery in the event of
payment default," S&P said.

                            Rationale

"The ratings on AHS Medical Holdings LLC reflect Standard & Poor's
Ratings Services' view that the company has a 'highly leveraged'
financial risk profile, because of its growth agenda and pro forma
leverage of about 5.4x, and a 'weak' business risk profile,
reflecting its relatively undiversified portfolio and uncertain
reimbursement environment. The financial risk profile descriptor
has been revised from 'aggressive' due to the increase in leverage
associated with the debt financing for the large acquisition in
Amarillo, Texas. The revision of the business risk profile from
'vulnerable' reflects our view of an improvement in Ardent's
business profile, as this acquisition provides Ardent with a
leading market share in a new market, adding greater market
diversity," S&P said.

"We expect this latest acquisition to help Ardent drive a nearly
11% revenue increase for the full-year 2012 and a 15% revenue
increase in 2013. We believe the lease-adjusted EBITDA margin in
2013 will be about 9%. This estimated 50-basis-point improvement
from 2012 will be aided by the higher margins that the acquired
hospital system in Amarillo will generate. We believe Ardent's
organic growth rate will remain in the low- to mid-single-digit
area and that over time acquisitions will remain a prominent
strategy as the company supplements growth and expands its
business profile to additional markets. We expect any acquisitions
in 2013 to remain small because the increase in leverage leaves
Ardent with little debt capacity and because we expect Ardent
to be busy integrating the Amarillo acquisition. We believe
reimbursement constraints in the form of low rate increases from
Medicare, virtually no increases from state Medicaid programs, and
low- to mid-single-digit increases from private insurance
companies will contribute to relatively flat margins beyond 2013.
We expect these margin expectations and low organic growth rate
to keep leverage above 5x for the next two years," S&P said.

"We view Ardent's financial risk profile as highly leveraged,
reflected in our view of debt to EBITDA for 2013 at 5.4x and funds
from operations to lease-adjusted debt of about 11%. Leverage also
includes Ardent's $75 million of preferred stock as debt,
consistent with our criteria. By our estimation, Ardent will
generate about $10 million of free cash flow before any
acquisition activity," S&P said.

"Ardent's business risk is weak, because of its still relatively
undiversified portfolio of hospitals, uncertain reimbursement, and
concentration in competitive markets. Ardent operates in
Albuquerque, N.M., Tulsa, Okla., and Amarillo, Texas. The
Albuquerque market, still representing over 50% of total revenue
even after the Amarillo acquisition, is very competitive,
particularly because of its unique market dynamic, whereby the
competitors are organized as integrated delivery systems that
closely align physicians and health plans," S&P said.

"This also subjects Ardent to the risk of commercial insurance
contract losses, and the risks of managing the health care costs
of the membership of its health plan. In addition, Ardent's
markets are relatively competitive. As evidence of the local
market competitiveness, Ardent has expended significant resources
in both Albuquerque and Tulsa to fortify local competitiveness.
For example, the acquisition of Roswell Regional Hospital in New
Mexico added little diversity, because it is small, but its
primary purpose is to serve Ardent's health plan members in that
area.  The improvement in Ardent's business profile makes it more
comparable to other peer hospital companies, such as IASIS
Healthcare Corp. and Vanguard Health Systems Inc., though those
companies still operate in more markets than Ardent," S&P said.

                         Liquidity

Ardent's liquidity is adequate. Sources of cash are likely to
exceed uses of cash over the next 12 months. Relevant aspects
include:

     -- "We believe sources will cover uses by 2.4x during 2013.
        However, that could deteriorate if unexpected
        reimbursement or regulatory developments cause EBITDA to
        sharply contract, weakening funds from operations, or with
        further acquisition activity. Sources include balance
        sheet cash, availability of its $120 million revolver, and
        free cash flow. Uses include working capital needs and
        about $80 million of capital expenditures," S&P said.

     -- "A portion of its cash is related to a mandatory reserve
        requirement, and excluded from our liquidity analysis,"
        S&P said.

     -- "We do not think Ardent will need its revolver to meet its
        liquidity needs over the next year," S&P said.

     -- For the next 12 months, there are no significant debt
        maturities.

     -- "Based on our expectation of earnings growth in 2013, we
        expect Ardent to maintain its adequate covenant cushion
        under its new credit agreement," S&P said.

                       Recovery analysis

"The rating on Ardent's revolving credit facility and first-lien
term loan is 'B+' (one notch higher than the corporate credit
rating on Ardent), with a recovery rating of '2', indicating the
expectation for substantial (70% to 90%) recovery in the event of
a payment default. The rating on the second-lien term loan is
'CCC+' (two notches lower than the corporate credit rating), with
a recovery rating of '6', indicating the expectation for
negligible (0 to 10%) recovery in the event of a payment default,"
S&P said.

                              Outlook

"Our stable rating outlook on Ardent reflects our expectations for
sustained modest growth, steady margins, and disciplined
acquisition activity. Since we believe slow organic growth and
margin pressure will limit improvement in the company's financial
risk profile over the next two years, and that the company will
continue to pursue growth via acquisition, we believe the most
likely path to a higher rating is for any large acquisition to be
financed with additional equity infusion. We believe this scenario
could result in leverage falling below 5x on a sustainable basis,
a level we believe is a prerequisite for a higher rating. We could
lower our rating if business pressures such as unanticipated
adverse reimbursement changes, competitive factors that could
cause a loss of business, or other unforeseen difficulties cause a
200-basis-point decline in EBITDA margin. We believe that such a
decline could raise leverage to above 7x, result in negative cash
flow, and possibly impair liquidity if this results in a slim loan
covenant cushion," S&P said.

Ratings List
New Rating

AHS Medical Holdings LLC
Corporate Credit Rating                B/Stable/--

Ardent Medical Services Inc.
Senior Secured
  $725 mil 1st lien term B ln due 2017  B+
   Recovery Rating                      2
  $175 mil 2nd lien term B ln due 2018  CCC+
   Recovery Rating                      6
  $120 mil 1st lien revolver due 2017   B+
   Recovery Rating                      2

Ratings Affirmed
Ardent Medical Services Inc.
Senior secured debt                    B
   Recovery Rating                      3


ASPECT SOFTWARE: Moody's Affirms 'B2' CFR; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service revised Aspect Software Inc.'s rating
outlook to negative from stable and affirmed the company's B2
corporate family rating. The Ba3 first lien debt facilities'
ratings and Caa1 second lien debt facility ratings were also
affirmed. The change in outlook reflects the challenges the
company faces in turning around revenues in the evolving contact
center software market.

Ratings Rationale

New product revenues have struggled in 2012 partly driven by
delays in new product launches and a slow migration to next
generation ACD platforms. While Moody's recognize Aspect's
longstanding leadership position in the contact center industry,
the business is evolving and it is unclear if the landscape will
favor Aspect's full suite hardware and software competitors.
Nonetheless, Moody's expects Aspect will remain a meaningful
player but potentially at a smaller scale.

Management has laid out a plan to refocus the business and deal
with potential covenant tightness. Amended covenants should allow
time to execute their plan though leverage will likely exceed 6x
and free cash flow will likely remain modest in the interim. The
ratings could be downgraded if revenues and EBITDA do not show
signs of stabilizing and ultimately improving.

Revisions:

  Issuer: Aspect Software, Inc.

    Senior Secured Bank Credit Facility, Revised to LGD3, 30%
    from LGD2, 27%

    Senior Unsecured Regular Bond/Debenture, Revised to LGD5, 82%
    from LGD5, 81%

Outlook Actions:

  Issuer: Aspect Software, Inc.

    Outlook, Changed To Negative From Stable

The principal methodology used in rating Aspect Software Inc. was
the Global Software Industry Methodology published in October
2012. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Aspect is a provider of software systems for call centers. The
company is headquartered in Chelmsford, MA.


ASSET RESOLUTION: Bad Contract Cues Bankruptcy Filing
-----------------------------------------------------
Paul Koepp at Kansas City Business Journal reports that a federal
contract gone bad planted the seeds for the bankruptcy of a
Lenexa, Kansas-based boxing equipment dealer, Ringside Inc.

According to the report, Ringside, which started in the basement
of boxing trainer John Brown in 1979, took on the moniker Asset
Resolution Corp. in October as it prepared for its Oct. 29 filing
for Chapter 11 reorganization.  With a new ownership group led by
Greg Orman, a former Democratic U.S. Senate candidate in Kansas,
the company has rebranded itself Combat Brands LLP.

The report notes that name hints at the deal that got Ringside in
trouble.

Asset Resolution Corp., fka Ringside, Inc., filed for Chapter 11
(Bankr. D. Kan. Case No. 12-22932) on Oct. 29, 2012.  Bankruptcy
Judge Robert D. Berger presides over the case.  Jeffrey A. Deines,
Esq., at Lentz Clark Deines, P.A.  In its petition, the Debtor
estimated under $50,000 in assets and under $10 million in debts.
A list of the Debtor's 20 largest unsecured creditors is available
at http://bankrupt.com/misc/ksb12-22932.pdf The petition was
signed by John Brown, CEO.


ATP OIL: Committee Taps Epiq Bankruptcy as Information Agent
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of ATP Oil & Gas Corporation asks the U.S. Bankruptcy Court
for the Southern District of Texas for permission to retain Epiq
Bankruptcy Solutions, LLC as its information agent.

Epiq will, among other things:

   a) establish and maintain a Web site, and a telephone number
      and electronic mail address for creditors to submit
      questions and comments;

   b) assist the Committee with certain administrative tasks,
      including, but not limited to, printing and serving
      documents as directed by the Committee and its counsel; and

   c) provide a confidential data room, upon the request of the
      Committee.

The Debtor agreed to pay Epiq at these discounted rates:

         Title                        Discounted Rates
         -----                        ----------------
         Clerk                             $32 to $48
         Case Manager                      $76 to $116
         IT/Programming                   $112 to $152
         Senior Case Manager/Consultant   $132 to $176
         Senior Consultant                $180 to $220

James A. Katchadurian, executive vice president of Epiq, assures
the Court that Epiq is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

A hearing on Nov. 29, 2012, at 1:30 p.m., has been set.

                          About ATP Oil

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

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

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.   Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


ATP OIL: Milbank Tweed Okayed as Creditors Committee's Counsel
--------------------------------------------------------------
The Hon. Marcin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of ATP Oil & Gas
Corporation to retain Milbank, Tweed, Hadley & McCloy LLP as its
counsel.

As reported in the Troubled Company Reporter on Oct. 15, 2012,
the firm is expected to, among other things:

  (a) participate in in-person and telephonic meetings of the
      Committee and any subcommittees formed thereby, and
      otherwise advise the Committee with respect to its rights,
      powers and duties in the Chapter 11 Case;

  (b) assist and advise the Committee in its consultations,
      meetings and negotiations with the Debtor and all other
      parties in interest regarding the administration of the
      Chapter 11 case; and

  (c) assist the Committee in analyzing the claims asserted
      against and interests asserted in the Debtor, in negotiating
      with the holders of such claims and interests, and in
      bringing, participating in, or advising the Committee with
      respect to contested matters and adversary proceedings,
      including objections or estimation proceedings, with respect
      to such claims or interests.

The Committee has chosen Porter Hedges LLP to act as co-counsel
with Milbank in the Chapter 11 case.  Milbank will act as lead
counsel to the Committee and, in consultation with the Committee,
will coordinate with PH to determine each firm's respective areas
of responsibility during the Chapter 11 Case.

Robert Jay Moore, Esq., a partner in Milbank's Financial
Restructuring Group, attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Milbank intends to apply to the Court for payment of compensation
and reimbursement of expenses in accordance with applicable
provisions of the Bankruptcy Code.  The standard hourly rates
charged by Milbank are:

    Professional                Rates
    ------------                -----
    Partners                 $825 to $1,140
    Counsel                  $795 to $995
    Associates               $295 to $795
    Legal assistants         $130 to $290

                          About ATP Oil

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

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

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.   Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


ATP OIL: Delays Third Quarter Form 10-Q Due to Bankruptcy
---------------------------------------------------------
ATP Oil & Gas Corporation was unable to file its quarterly report
on Form 10-Q for the quarter ended Sept. 30, 2012, without
unreasonable effort and expense due to the focus of the Company's
resources on the bankruptcy process.  As a result, the Company's
financial statements for the quarter ended Sept. 30, 2012, have
not been finalized.

Due to the competing demands on Company management as a result of
the bankruptcy process, the Company was not able to estimate the
results of operations for the quarter ended Sept. 30, 2012.

                            About ATP Oil

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

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

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

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


ATP OIL: PricewaterhouseCoopers LLP OK'd as Independent Auditors
----------------------------------------------------------------
The Hon. Marcin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas authorized ATP Oil & Gas Corporation to
employ PricewaterhouseCoopers LLP as independent auditors and tax
advisors.

PwC is expected to, among other things:

   -- perform integrated  audit of the consolidated financial
      statements of the Debtor at Dec. 31, 2012 and for the year
      ending and of the effectiveness of the Debtor's internal
      control over financial reporting as of Dec. 31, 2012; and

   -- to the extend necessary, perform reviews of the Company's
      unaudited consolidated quarterly financial information for
      each of the first three quarters in the year ending Dec. 31,
      2012.

As compensation for its services as independent auditors of the
Debtor's consolidated financial statements for the year ended
Dec. 31, 2012, PwC will receive a fixed fee of $1,870,000.  As
compensation for its services as tax advisors to the Debtor, PwC
will receive a fixed fee of $58,000.

                          About ATP Oil

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

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

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.   Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


BAKERS FOOTWEAR: Liquidating 150 Stores in GOB Sales
----------------------------------------------------
A joint venture between Tiger Capital Group, LLC and SB Capital
Group, LLC, began liquidating over $30 million of inventory from
150 Bakers Footwear Group stores nationwide Nov. 9.

The going-out-business sales at 70% of the mall-based retailer's
Bakers and Wild Pair stores are expected to continue through the
end of the year.

St. Louis-based Bakers Footwear Group sells a wide range of
private-label and national-brand dress, casual and sport shoes,
along with boots, sandals and various accessories for young women.

"With discounts on the stores' fresh, in-season merchandise and
clearance goods ranging up to 50%-off, this represents fantastic
savings for consumers--especially heading into the holiday
season," said Michael McGrail, Managing Director of Tiger Group.

The companies will also be selling the fixtures and equipment from
many of the stores.

At the time of its Chapter 11 filing, Bakers Footwear Group
operated a total of 213 stores in 34 states.  "The company has
received financing commitments to continue operating the remaining
63 stores in hopes of reorganizing around a smaller business,"
noted Jim Thieken, Senior Vice President at SB.  "If such a
refinancing does not occur, Tiger Group and SB Capital would then
liquidate the inventory in those locations."

Approximately 1,325 store and district personnel have been
retained to assist the joint venture in operating the 150 stores
through the completion of the sale process.

For a list of the 150 locations being liquidated, go to:
http://tigergroupllc.com/bakers-sale

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that last week, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct the
sales.

According to the Bloomberg report, the liquidators guarantee
Bakers will recover 33.5% of the retail price of the $30 million
in inventory.  Once proceeds cover the guarantee, the cost of the
liquidation sale, and a 1% fee to the liquidators, the surplus
will be split, with Bakers receiving 70% and 30% staying with the
liquidators.  Bakers will also receive 5% of the gross sale price
of any goods the liquidators add to the sales.

The Bloomberg report discloses that the company has an option
until Nov. 16 to decide on liquidating the remainder of the 215
stores.  In that case, the guarantee climbs to 35% of the retail
price of the inventory.  The sales will run until the end of the
year, the liquidators said in a statement.

                   About Tiger Capital Group, LLC

Tiger Capital Group, LLC -- http://www.TigerGroupLLC.com-- and
its affiliates at Tiger Group provide advisory, restructuring,
valuation, disposition and auction services within a broad range
of retail, wholesale, and industrial sectors. With over 40 years
of experience and substantial financial backing, Tiger offers a
uniquely nimble combination of expertise, innovation and financial
resources to drive results. Tiger's seasoned professionals help
clients identify the underlying value of assets, monitor asset
risk factors and, when needed, convert assets to capital in a
variety of ways quickly and decisively. Tiger's collaborative and
no-nonsense approach is the foundation for its many long-term
'partner' relationships and decades of uninterrupted success.
Tiger operates main offices in Boston, Los Angeles and New York.

                    About SB Capital Group, LLC

SB Capital Group -- http://www.sbcapitalgroup.com/--  a
Schottenstein affiliate, is a leader in the field of asset
recovery, rescue finance, restructuring and strategic store
closing events. As equity stakeholders in businesses comprising
sectors as diversified as retail enterprises, consumer products,
franchising, licensing and real property, SB Capital Group
leverages resources and depth of experience to provide services
with applicability across a wide spectrum of industries.
Recognized worldwide as a trusted partner for businesses and
professionals, SB Capital Group adds value to high level strategic
planning as well as day-to-day operations. Our participation in
transactions that span the globe has solidified our reputation as
one of the most creative and innovative financial service and
asset realization firms in existence today.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

The U.S. Trustee has appointed 11 members to the official
committee of unsecured creditors.  Bradford Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, represents the Committee.


BAKERS FOOTWEAR: GA Keen Marketing Leases for 150 Shoe Stores
-------------------------------------------------------------
GA Keen Realty Advisors, LLC of New York, a division of Great
American Group, Inc., has begun marketing leases for 150 Bakers
and Wild Pair shoe store locations across the country.

According to GA Keen Realty Advisors Co-President Harold Bordwin,
"For retailers looking to expand, our bankruptcy sales process is
the fastest and easiest way to open new stores and new markets.
While December 4 is the deadline for submitting bids for the
December 11 auction, we expect to have the ability to name a
stalking horse prior to the auction.  Thus, we are encouraging
retailers to talk with us as soon as possible."

The stores, ranging from 1,254 to more than 4,000 square feet in
size, are located in 31 states including Arkansas, Arizona,
California, Colorado, Connecticut, Delaware, Florida, Georgia,
Idaho, Illinois, Indiana, Louisiana, Maine, Maryland, Michigan,
Missouri, North Carolina, New Hampshire, New Jersey, New Mexico,
Nevada, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island,
South Carolina, Tennessee, Texas, Virginia, and Wisconsin.

All transactions are subject to bankruptcy court approval.

For more information about the properties, contact Harold Bordwin
or Heather Milazzo at 646-381-9222 or e-mail
bakers@greatamerican.com

                About GA Keen Realty Advisors, LLC

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

                About Great American Group, Inc.

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

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

The U.S. Trustee has appointed 11 members to the official
committee of unsecured creditors.  Bradford Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, represents the Committee.


BAKERS FOOTWEAR: Marxe and Greenhouse No Longer Own Shares
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Austin W. Marxe and David M. Greenhouse
disclosed that, as of Oct. 31, 2012, they do not beneficially own
any shares of common stock of Bakers Footwear Group, Inc.  The
reporting persons previously reported beneficial ownership of
1,140,000 common shares or a 12.3% equity stake as of March 30,
2012.  A copy of the amended filing is available at:

                        http://is.gd/uMgEbw

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

The U.S. Trustee has appointed 11 members to the official
committee of unsecured creditors.  Bradford Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, represents the Committee.


BASS PRO: Moody's Affirms 'Ba3' CFR/PDR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family and
Probability of Default Ratings of Bass Pro Group, LLC and assigned
a B1 rating to the company's proposed $900 million senior secured
term loan due 2019. The ratings outlook is stable.

Proceeds from the proposed term loan along with cash will be used
to refinance the company's existing term loan and pay related fees
and expenses. The assigned rating is contingent upon closing of
the transaction and review of final documentation.

The following rating was assigned:

-- $900 million senior secured term loan due 2019 at B1 (LGD 4,
    64%)

The following ratings have been affirmed:

-- Corporate Family Rating at Ba3

-- Probability of Default Rating at Ba3

The following rating was affirmed and will be withdrawn upon
completion of the refinancing:

-- $897 million senior secured term loan due 2017 at B1 (LGD 4,
    64%)

Ratings Rationale

The affirmation of Bass Pro's Ba3 Corporate Family Rating reflects
the benefits of the transaction, including significant interest
savings and the extension of the term loan maturity to 2019 from
2017. The transaction is leverage neutral.

Bass Pro's Ba3 rating reflects the company's well recognized brand
name in the outdoor recreational products market, the relatively
stable overall demand characteristics of this market, very broad
product offering, and demonstrated ability to profitably grow its
asset base. Bass Pro's revenue, EBITDA, and EBITDA margins have
grown steadily over the past few years a result of positive same
store sales, modest store expansion, and successful shift in sales
towards higher margin proprietary products. The company also
benefited from a lower cost structure in its marine business. Key
credit concerns include Bass Pro's relatively moderate size in
terms of both number of stores and annual revenue, along with the
company's meaningful participation in the boat industry, which has
highly cyclical demand and accounts for nearly 20% of Bass Pro's
consolidated revenue.

The stable rating outlook recognizes Bass Pro's plans to
meaningfully grow its store base over the intermediate term, and
assumes the company will effectively manage growth while
maintaining good liquidity and reducing leverage.

Difficulty executing growth plans could lead to downward pressure
on the rating. A ratings downgrade could occur if operating
performance or liquidity were to deteriorate or if financial
policies became more aggressive, leading to debt/EBITDA increasing
above 5.0 times on a sustained basis.

Ratings could be upgraded if Bass Pro achieves expected returns on
growth with consistent positive free cash flow, and demonstrates
the ability and willingness to achieve and maintain debt/EBITDA at
or below 4.0 times at all times.

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

Headquartered in Springfield, Missouri, Bass Pro Group LLC
operates "Bass Pro Shops", a retailer of outdoor recreational
products throughout the US and Canada. The company also
manufactures and sells recreational boats and related marine
products under the "Tracker", "Mako", "Tahoe" and "Nitro" brand
names. The company also owns the Big Cedar Lodge in Ridgedale,
Missouri. Annual revenue exceeds $2.6 billion.


BIDZ.COM INC: Incurs $2.4-Mil. Net Loss in Third Quarter
--------------------------------------------------------
Bidz.com, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $2.4 million on $15.1 million of revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$1.5 million on $20.3 million of revenues for the same period a
year earlier.

The Company reported a net loss of $8.8 million on $47.9 million
of revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $7.1 million on $65.2 million for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$28.1 million in total assets, $13.5 million in total current
liabilities, and stockholders' equity of $14.6 million.

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

Redondo Beach, Calif.-based BIDZ.com, Inc., is an online
retailer of jewelry, watches, accessories and other brand name
merchandise featuring a live auction format on bidz.com.

                          *     *     *

As reported in the TCR on April 16, 2012, Marcum LLP, in Los
Angeles, California, expressed substantial doubt about BIDZ.com'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 experienced a significant
decline in net revenue and sustained negative cash flows and
losses from operations.


BIOCORAL INC: Delays Form 10-Q for Third Quarter
------------------------------------------------
Biocoral, Inc., was not able to complete the preparation, review
and filing of its quarterly report on Form 10-Q for the quarterly
period ended Sept. 30, 2012, within the prescribed time period
without unreasonable effort and expense.  The Company expects to
file the Form 10-Q on or before Nov. 14, 2012.

                        About Biocoral, Inc.

Headquartered in La Garenne Colombes, France, Biocoral, Inc.
-- http://www.biocoral.com/-- was incorporated under the laws of
the State of Delaware on May 4, 1992.  Biocoral is a holding
company that conducts its operations primarily through its wholly-
owned European subsidiaries.  The Company's operations consist
primarily of research and development and manufacturing and
marketing of patented high technology biomaterials, bone
substitute materials made from coral, and other orthopedic, oral
and maxillo-facial products, including products marketed under the
trade name of Biocoral.  Most of the Company's operations are
conducted from Europe.  The Company has obtained regulatory
approvals to market its products throughout Europe, Canada and
certain other countries.  The Company owns various patents for its
products which have been registered and issued in the United
States, Canada, Japan, Australia and various countries throughout
Europe.  However, the Company has not applied for the regulatory
approvals needed to market its products in the United States.

Michael T. Studer CPA P.C., in Freeport, New York, noted that the
Company's present financial condition raises substantial doubt
about its ability to continue as a going concern.  The independent
auditors added that the Company had net losses for the years ended
Dec. 31, 2011, and 2010, respectively.  Management believes that
it is likely that the Company will continue to incur net losses
through at least 2012.  The Company had a working capital
deficiency of approximately $1,570,000 and $2,125,000, at Dec. 31,
2011 and 2010, respectively.  The Company also had a stockholders'
deficit at Dec. 31, 2011, and 2010, respectively.

Biocoral reported a net loss of $920,103 in 2011, compared with a
net loss of $703,272 in 2010.

The Company's balance sheet at June 30, 2012, showed $1.21 million
in total assets, $5.11 million in total liabilities and a $3.89
million total stockholders' deficit.


BIOFUEL ENERGY: Has Forbearance With Lenders Until Nov. 15
----------------------------------------------------------
BFE Operating Company, LLC, Buffalo Lake Energy, LLC, and Pioneer
Trail Energy, LLC, which are subsidiaries of BioFuel Energy Corp.,
entered into an agreement with First National Bank of Omaha, as
Administrative Agent, Deutsche Bank Trust Company Americas, as
Collateral Agent, and certain of the Lenders under the Credit
Agreement dated as of Sept. 25, 2006, relating to the Borrowers'
payment default under the Credit Agreement.

Under the terms of the Forbearance Agreement, the Administrative
Agent and the Lenders have agreed not to pursue their rights and
remedies under the Credit Agreement pending negotiation of a
larger restructuring of the Term Loans under the Credit Agreement.
The Borrowers have agreed to accrue a Default Rate of interest on
the missed Sept. 28, 2012, quarterly principal and interest
payments and to refrain from paying the management fee to the
Company under their respective Management Services Agreements
during the Forbearance Period.  The Forbearance Agreement and the
Forbearance Period are scheduled to terminate on Nov. 15, 2012.

The Borrowers missed an aggregate amount of $3.6 million under the
Credit Agreement.

As of Sept. 28, 2012, there was an aggregate principal amount of
$170.5 million outstanding under the Term Loans.

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

                        http://is.gd/n0pzo3

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $10.36 million in 2011,
compared with a net loss of $25.22 million during the prior year.

BioFuel Energy's balance sheet at June 30, 2012, showed
$275.09 million in total assets, $197.90 million in total
liabilities and $77.18 million in total equity.

                         Bankruptcy Warning

"Drought conditions in the American Midwest have significantly
impacted this year's corn crop and caused a significant reduction
in the anticipated corn yield," the Company said in its quarterly
report for the period ended June 30, 2012.  "Since the end of the
second quarter, this has led to a dramatic increase in the price
of corn and a corresponding narrowing in the crush spread.  Should
current commodity margins continue for an extended period of time,
we may not generate sufficient cash flow from operations to both
service our debt and operate our plants.  We are required to make,
under the terms of our Senior Debt Facility, quarterly principal
payments in a minimum amount of $3,150,000, plus accrued interest.
We cannot predict when or if crush spreads will fluctuate again or
if the current commodity margins will improve or worsen.  If crush
spreads were to remain at current levels for an extended period of
time, we may expend all of our sources of liquidity, in which
event we would not be able to pay principal and interest on our
debt.  In the event crush spreads narrow further, we may choose to
curtail operations at our plants or cease operations altogether
until such time as crush spreads improve.  Any inability to pay
principal and interest on our debt would lead to an event of
default under our Senior Debt Facility, which, in the absence of
forbearance, debt service abeyance or other accommodations from
our lenders, could require us to seek relief through a filing
under the U.S. Bankruptcy Code.  We expect fluctuations in the
crush spread to continue."


BIOLASE INC: Incurs $548,000 Net Loss in Third Quarter
------------------------------------------------------
BIOLASE, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $548,000 on $13.8 million of net revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$953,000 on $13.1 million of net revenue for the same period last
year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $4.1 million on $38.3 million of net revenue, compared
with a net loss of $2.5 million on $35.7 million of net revenue
for the same period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$28.7 million in total assets, $18.4 million in total
liabilities, and stockholders' equity of $10.3 million.

The Company said in the filing: "We have suffered recurring losses
from operations and have not generated cash from operations for
the three years ended Dec. 31, 2011.  Our inability to generate
cash from operations, the potential need for additional capital,
and the uncertainties surrounding our ability to raise additional
capital, raises substantial doubt about our ability to continue as
a going concern."

A copy of the Form 10-Q is available at http://is.gd/H0ndBT

Irvine, Calif.-based BIOLASE, Inc., incorporated in Delaware in
1987, is a biomedical company that develops, manufactures, and
markets lasers in dentistry and medicine.  The Company currently
operates in one business segment with laser systems that are
designed to provide clinically superior performance for many types
of dental procedures with less pain and faster recovery times than
are generally achieved with drills, scalpels, and other dental
instruments.  The Company also markets and distributes dental
imaging equipment and other products designed to improve
technologies for applications and procedures in dentistry and
medicine.


BROADVIEW NETWORKS: Incurs $12.8 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Broadview Networks Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $12.87 million on $82.58 million of
revenue for the three months ended Sept. 30, 2012, compared with a
net loss of $3.69 million on $93.44 million of revenue for the
same period a year ago.

For the nine months ended Sept. 30, 2012, the Company recorded a
net loss of $26.65 million on $258.03 million of revenue, in
comparison with a net loss of $7.76 million on $287.40 million of
revenue for the same period during the prior year.

Broadview Networks' balance sheet at Sept. 30, 2012, showed
$256.94 million in total assets, $393.53 million in total
liabilities and a $136.58 million total stockholders' deficiency.

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

                        http://is.gd/kqmKgn

                       About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Broadview Networks and 27 affiliates on Aug. 22, 2012, sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-13579)
with a plan that will eliminate half of the debt under the
Company's existing senior secured notes and lower interest expense
by roughly $17 million annually.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.
Bingham McCutchen LLP is the special regulatory counsel.  Kurtzman
Carson Consultants is the claims and notice agent.

The restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.

                           *     *      *

As reported by the TCR on Aug. 27, 2012, Moody's Investors Service
downgraded Broadview Networks Holdings, Inc.'s Probability of
Default Rating (PDR) to D from Ca following the company's
announcement that it had reached an agreement on a comprehensive
restructuring plan with the requisite senior secured note holders
and preferred stock holders and has filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.


BRUTON MART: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Bruton Mart LLC
        2233 Prairie Creek Road
        Dallas, TX 75227

Bankruptcy Case No.: 12-37041

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER, ATTORNEY AT LAW
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

Estimated Debts: $50,001 to $100,000

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

The petition was signed by Kimberly Yoon, owner.


BURCON NUTRASCIENCE: Incurs C$1.4-Mil. Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
Burcon NutraScience Corporation reported a net loss of
C$1.4 million for the three months ended Sept. 30, 2012, compared
with a net loss of C$1.8 million for the three months ended
Sept. 30, 2011.

For the six months ended Sept. 30, 2012, the Company reported a
net loss of C$2.4 million, compared with a net loss of
C$3.0 million for the six months ended Sept. 30, 2011.

As at Sept. 30, 2012, Burcon has not yet generated any revenues
from its technology.

The Company's balance sheet at June 30, 2012, showed
C$8.1 million in total assets, C$783,646 in total liabilities,
and shareholders' equity of C$7.3 million.

According to the regulatory filing, as at Sept. 30, 2012, the
Company had not earned revenues from its technology, had an
accumulated deficit of $55.3 million and had relied on equity
financings, private placements, rights offerings and other equity
transactions to provide the financing necessary to undertake its
research and development activities.  "These conditions indicate
the existence of material uncertainty that casts substantial doubt
about the ability of the Company to meet its obligations as they
become due and, accordingly, its ability to continue as a going
concern."

A copy of the Company's interim financial statements is available
for free at  http://is.gd/UkO5VX

A copy of the Managements Discussion and Analysis for the three
and six months ended Sept. 30, 2012, is available for free at:

                       http://is.gd/6ZQ68u

Headquartered in Vancouver, Canada, Burcon NutraScience
Corporation is a research and development company that is
developing its plant protein extraction and purification
technology in the field of functional, renewable plant proteins.
The Company has developed CLARISOY(TM), a soy protein isolate and
is developing Peazazz(TM), a pea protein isolate, and Puratein(R),
Supertein)TM) and Nutratein(TM), three canola protein isolates.


CANTOR FITZGERALD: Moody's Withdaws 'Ba1' Senior Debt Rating
------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Cantor
Fitzgerald, L.P.long-term issuer rating and senior debt rating of
Ba1) and its closely integrated affiliate, BGC Partners, Inc.
(long-term issuer rating of Ba2).

Ratings Rationale

Moody's has withdrawn the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the ratings.

The last rating action on Cantor Fitzgerald and BGC Partners took
place on October 4, 2012, when Moody's downgraded the senior debt
and long term issuer rating of Cantor Fitzgerald, L.P. to Ba1 from
Baa3, and its closely-integrated affiliate, BGC Partners Inc's
long term issuer rating to Ba2 from Ba1. Following the downgrade,
the rating outlook was stable.


CARDICA INC: Incurs $4.1-Mil. Net Loss in Q1 Ended Sept. 30
-----------------------------------------------------------
Cardica, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $4.1 million on $885,000 of net revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$3.1 million on $870,000 of net revenue for the three months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$15.2 million in total assets, $6.9 million in total liabilities,
and stockholders' equity of $8.3 million.

According to the regulatory filing, the Company has incurred
cumulative net losses of $141.6 million through Sept. 30, 2012,
and negative cash flows from operating activities and expects to
incur losses for the next several years.

As reported in the TCR on Oct. 3, 2012, Ernst & Young LLP, in
Redwood City, California, expressed substantial doubt about
Cardica's ability to continue as a going concern.  The independent
auditors noted that of the Company's working capital and recurring
losses from operations.

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

Redwood City, Calif.-based Cardica, Inc., designs and manufactures
proprietary stapling and anastomotic devices for cardiac and
laparoscopic surgical procedures.


CC BURLINGTON: Case Summary & 9 Unsecured Creditors
---------------------------------------------------
Debtor: CC Burlington, LLC
        dba Quality Inn Burlington
        4203 Cardinal Grove Boulevard
        Raleigh, NC 27616

Bankruptcy Case No.: 12-10877

Chapter 11 Petition Date: November 5, 2012

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

Judge: George R. Hodges

Debtor's Counsel: Richard S. Wright, Esq.
                  MOON WRIGHT & HOUSTON, PLLC
                  227 W. Trade Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 944-6564
                  Fax: (704) 944-0380
                  E-mail: rwright@mwhattorneys.com

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

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

The Company's list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncwb12-10877.pdf

The petition was signed by Hitesh Y. Patel, member/manager.


CELL THERAPEUTICS: Fires EVP - Corporate Communications
-------------------------------------------------------
Cell Therapeutics, Inc., delivered notice to Daniel G. Eramian,
the Executive Vice President, Corporate Communications of the
Company, that his employment with the Company will terminate
effective Nov. 15, 2012.

                        About Cell Therapeutics

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

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

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

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

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

                        Bankruptcy Warning

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


CENTRAIS ELETRICAS: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Petitioner: Mauro Chaves de Almeida

Chapter 15 Debtor: Centrais Eletricas do Para S.A.
                   Rodovia Augusto Montenegro s/n
                   Km 8,5 ? CEP 68823-010
                   Belém, Pará, Brazil

Chapter 15 Case No.: 12-14568

Type of Business: The debtor is a Brazilian-based company that
                  provides electric services in numerous
                  municipalities in the northern part of Brazil.

Chapter 15 Petition Date:

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

Debtor?s Counsel: Douglas P. Bartner, Esq.
                  SHEARMAN & STERLING LLP
                  599 Lexington Avenue
                  New York, NY 10022-6069
                  Tel: (212) 848-8190
                  Fax: (212) 848-4387
                  E-mail: dbartner@shearman.com

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

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


CENTRAL EUROPEAN: Signs Employment Agreement with CFO
-----------------------------------------------------
Central European Distribution Corporation entered into an Interim
Employment Agreement with Bartosz Kolacinski.  The Employment
Agreement is effective as of Sept. 14, 2012, which is the day on
which Mr. Kolacinski was appointed interim Chief Financial
Officer.  The Employment Agreement provides, among other things,
that:

     * Mr. Kolacinski's term of employment under the Employment
       Agreement will continue until the earlier of Jan. 14, 2013,
       or the 30th day following the date on which a permanent
       Chief Financial Officer commences employment with the
       Company.  The term may be extended by mutual agreement of
       the parties.

     * Mr. Kolacinski's base salary during the term will be PLN
       50,000 per month.

     * Mr. Kolacinski will be eligible to receive at the end of
       the term a bonus equal to PLN 40,000.

     * Mr. Kolacinski will be granted an equity award of 4,000
       shares of the Company's common stock which will be eligible
       to vest at the end of the term.

     * As additional benefits, Mr. Kolacinski will receive the use
       of a company car and health plan coverage.

     * If the Company terminates Mr. Kolacinski's employment other
       than for Cause, disability or death, prior to the date on
       which a permanent Chief Financial Officer commences
       employment with the Company, or if Mr. Kolacinski
       terminates his employment after certain events occur
       without his consent, Mr. Kolacinski will be eligible to
       receive (i) payment of all accrued obligations, (ii) a lump
       sum payment equal to the base salary that would have been
       paid to Mr. Kolacinski had the term remained in effect,
       (iii) payment of the Bonus, and (iv) vesting of the Equity
       Award.

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

                        http://is.gd/93bTvT

                             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.


CIRCLE ENTERTAINMENT: Incurs $10.1-Mil. Net Loss in 3rd Quarter
---------------------------------------------------------------
Circle Entertainment Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $10.12 million on $0 of revenue for the three months
ended Sept. 30, 2012, compared with a net loss of $1.34 million on
$0 of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $13.74 million on $0 of revenue, in comparison with a
net loss of $4.14 million on $0 of revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$3.09 million in total assets, $22.71 million in total
liabilities, and a $19.62 million total stockholders' deficit.

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

                         http://is.gd/pqLFBy

                     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.


CLIFFBREAKERS HOLDINGS: Case Summary & 2 Unsec. Creditors
---------------------------------------------------------
Debtor: Cliffbreakers Holdings, LLC
        700 West Riverside Boulevard
        Rockford, IL 61103

Bankruptcy Case No.: 12-84203

Chapter 11 Petition Date: November 7, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: William J. Factor, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD.
                  1363 Shermer Road, Suite 224
                  Northbrook, IL 60062
                  Tel: (847) 239-7248
                  Fax: (847) 574-8233
                  E-mail: wfactor@wfactorlaw.com

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                           Case No.   Petition Date
        ------                           --------   -------------
Cliffbreakers Riverside Resort, LLC      12-84202      11/06/12
Cliffbreakers Property Investments, LLC  12-84204      11/07/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Victor Mattison, authorized member.

A. A copy of Cliffbreakers Holdings' list of its two largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/ilnb12-84203.pdf

B. Cliffbreakers Property's list of its largest unsecured
creditors filed with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Fifth Third Bank                   --                      Unknown
101 W. Stephenson Street
P.O. Box 297
Freeport, IL 61032


CMPA-EAGLE INC.: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: CMPA-Eagle, Inc.
        215 W. College Street
        Grapevine, TX 76051

Bankruptcy Case No.: 12-46138

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: John J. Gitlin, Esq.
                  LAW OFFICES OF JOHN GITLIN
                  5323 Spring Valley Road, Suite 150
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  E-mail: johngitlin@gmail.com

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

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

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

The petition was signed by Thomas Crown, president.


COLLEGE BOOK: Sec. 341 Creditors' Meeting on Nov. 15
----------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. Sec. 341(a) in the Chapter 11 case of College Book
Rental Company, LLC, on Nov. 15, 2012, at 11:00 p.m., at Customs
House, 701 Broadway, Room 100, in Nashville, Tennessee.

The last day to file a complaint to determine dischargeability of
certain debts is Jan. 14, 2013.

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee on
Oct. 16, 2012.


COLLEGE BOOK: Trustee Taps Howell & Fisher as Counsel
-----------------------------------------------------
Robert H. Waldschmidt, the Chapter 11 trustee in the bankruptcy
case of College Book Rental Company, LLC, asks the U.S. Bankruptcy
Court for approval to employ Howell & Fisher, PLLC as attorney.

The Chapter 11 Trustee anticipates that Howell & Fisher's services
will include the preparation of all legal documents, motions,
orders, and deeds, necessary for the orderly administration or
liquidation of any and all assets of the Debtor's estate; the
collection of any outstanding accounts receivable; the pursuit of
any and all the trustee's actions under Sec. 544, 546, 547, 548,
or 549 of the Bankruptcy Code against the Debtor or third parties;
and representation in any other legal actions the trustee may have
against the debtor or third parties.

The current hourly rates for the individuals who may perform
services in this proceeding are:

       Professional                       Rates
       ------------                       -----
    Robert H. Waldschmidt (Attorney)     $390
    Lori Grahl (Paralegal)               $155
    Kim Turner, (Legal Assistant)         $95

The firm attests that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee on
Oct. 16, 2012.


COLLEGE BOOK: Trustee Hires BABC for State Court Litigation
-----------------------------------------------------------
Robert H. Waldschmidt, the Chapter 11 trustee in the bankruptcy
case of College Book Rental Company, LLC, asks the U.S. Bankruptcy
Court for approval to employ William L. Norton, III, and Bradley
Arant Boult Cummins, LLP, as special counsel to:

  (1) assist in preparation of schedules, and initial documents
      required in the case,

  (2) represent the estate in ongoing litigation pending in state
      courts involving the Debtor, and

  (3) represent in any litigation commenced in the Bankruptcy
      Court.

The current hourly rates for the individuals who may perform
services in this proceeding are as:

            Personnel                    Rates
            ---------                    -----
      William L. Norton III               $465/hr
      Jonathan Rose                       $325/hr

The firm attests that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee on
Oct. 16, 2012.


COLLEGE BOOK: Trustee Taps Fowler as Accounting Consultant
----------------------------------------------------------
Robert H. Waldschmidt, the Chapter 11 trustee in the bankruptcy
case of College Book Rental Company, LLC, asks the U.S. Bankruptcy
Court for permission to employ Camille Fowler, as accounting
consultant for the estate.

The accounting consultant's services include (1) oversight of
daily accounting and monthly financial reporting to U.S. Trustee,
the court, and other governmental entities; (2) cash and bank
reconciliations; (3) payment of invoices and expenses; and (4)
budgeting and forecasting for future reorganization/restructuring
purposes.

The hourly rate for Ms. Fowler is $150, plus reimbursement of out
of pocket expenses.  The trustee anticipates the costs for Ms.
Fowler's services to be: (1) $5,000 per week for the first 8 weeks
employed; and (2) $3,000 per week thereafter.  The trustee is
negotiating a carve-out fund with which to pay professionals, and
proposes to pay 60% of the fees incurred as to Ms. Fowler without
application to the court.  The 40% balance of Ms. Fowler's fees
shall be paid upon motion to and approval by the court.

The firm's Camille Fowler attests that she is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee on
Oct. 16, 2012.


COLONIAL BANK: Ex-Officials Seek to Tap Insurance for Defense
-------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' DBR Small Cap reports that a
group of former Colonial Bank insiders, including former chief
executive and noted Auburn University booster Bobby Lowder and ex-
Auburn football coach Pat Dye, is asking Colonial's bankruptcy
estate to pay another $1.5 million to the lawyers defending them
against lawsuits tied to the collapse of the bank.

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COMMUNITY FINANCIAL: Incurs $468,000 Net Loss in Third Quarter
--------------------------------------------------------------
Community Financial Shares, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss available to common shareholders of $468,000
on $3.08 million of total interest and dividend income for the
three months ended Sept. 30, 2012, compared with a net loss
available to common shareholders of $114,000 on $3.32 million of
total interest and dividend income for the same period during the
prior year.

The Company recorded a net loss available to common shareholders
of $1.91 million on $9.39 million of total interest and dividend
income for the nine months ended Sept. 30, 2012, compared with a
net loss available to common shareholders of $2.47 million on
$10.04 million of total interest and dividend income for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.

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

                        http://is.gd/jGZQiu

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.


COMPLETE GENOMICS: Incurs $18.0-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
Complete Genomics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $18.0 million on $7.3 million of revenue
for the three months ended Sept. 30, 2012, compared with a net
loss of $21.6 million on $4.2 million of revenue for the same
period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $57.0 million on $19.9 million of revenue, compared
with a net loss of $50.0 million on $16.9 million of revenue for
the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$80.8 million in total assets, $48.4 million in total
liabilities, and stockholders' equity of $34.4 million.

The Company has incurred net operating losses and significant
negative cash flow from operations during every year since
inception.  At Sept. 30, 2012, the Company had an accumulated
deficit of $268.2 million.  Management believes that without
continued funding from BGI-Shenzhen under the Convertible
Subordinated Promissory Note, based on the current level of
operations, cash and cash equivalents balances, including interest
income the Company will earn on these balances will not be
sufficient to meet the anticipated cash requirements beyond
Jan. 31, 2013.  If the merger with BGI does not occur, the Company
may be required to significantly reduce, restructure or cease
operations.  "The Company's recurring operating losses and
negative cash flow from operations and its requirement for
additional funding to execute its business objectives beyond this
period gives rise to substantial doubt as to the Company's ability
to continue as a going concern if the Merger were not to occur."

PricewaterhouseCoopers LLP's report dated March 8, 2012, on
Complete Genomics' financial statements for the year ended
Dec. 31, 2011, includes an explanatory paragraph stating that the
Company's recurring losses from operations and significant
negative cash flow from operations raise substantial doubt about
its ability to continue as a going concern.  "If we fail to raise
additional capital in sufficient amounts and in a timely manner,
we will be unable to operate our business as it is currently
operated to Dec. 31, 2012."

A copy of the Form 10-Q is available at http://is.gd/DvU2E3

Mountain View, California-based Complete Genomics, Inc., is a life
sciences company that has developed and commercialized a DNA
sequencing platform for whole human genome sequencing and
analysis.  The Company was incorporated in Delaware on June 14,
2005, and began operations in March 2006.


COMPTON, CA: Moody's Withdraws 'Ba1' Rating on Revenue Bonds
------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba1 rating on the City
of Compton (CA) Series 1998 Sewer Revenue Refunding Bonds due to
insufficient information. This rating had been downgraded and
placed on review for possible further downgrade on July 23, 2012,
due in part to the city's failure to produce sufficiently reliable
and timely financial information. In July, the city had expected
to provide fiscal year 2011 financial statements with an auditor's
opinion by October. The city now expects that this will not occur
until February 2013. While the city has produced fiscal year 2011
financial statements, the auditor declined to express an opinion
on the accuracy of those statements. As a result, Moody's believes
it is unable to provide investors with an informed assessment of
the current credit quality of these sewer revenue bonds.

Withdrawal Reason

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.


CONVERGEX HOLDINGS: Moody's Confirms 'B2' CFR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service confirmed the B2 Corporate Family Rating
of ConvergEx Holdings, LLC, the company's B2 Senior Secured first
lien term loan rating and the B3 Senior Secured second lien term
loan rating.

Ratings Rationale

Convergex's ratings were placed on review for possible downgrade
on July 26, 2012, in order to consider the potential financial and
market reputation impact of the ongoing Department of Justice and
Securities and Exchange ("DOJ/SEC") probe within in its core
investment technology segment. The rating confirmation reflects
Moody's view that ConvergEx market reputation and franchise value
within this segment has not been significantly impacted by the
DOJ/SEC investigation.

Within ConvergEx's investment services segment, year to date
financial results show continued deterioration in the company's
revenues and operating profits, due to the general downward trend
in market trading volumes. This segment is the focus of the
SEC/DOJ investigation. Moody's ratings confirmation incorporates
these factors.

The negative outlook reflects Moody's view that ConvergEx's
revenue and operating profitability will continue to suffer in the
near term due to a more challenging operating environment. In
addition, the negative outlook also reflects the continued
uncertainty regarding potential sanctions and/or penalties from
the ongoing DOJ/SEC inquiry pertaining to the company's investment
services segment. Moody's also noted that if ConvergEx were
required to pay a substantial settlement to resolve the DOJ/SEC
matter, it could result in a breach of financial covenants under
the company's loan agreements that would permit the lending group
to accelerate the first lien and second lien debt maturities.
Moody's stated that if a financial covenant were breached, it
could be cured through an equity infusion from the ownership group
or result in debt repayment from asset sales given the company's
substantial franchise value.

The last rating action on ConvergEx was on July 26, 2012, when
Moody's downgraded the Corporate Family Rating of ConvergEx
Holdings, LLC to B2 from B1, and the Senior Secured first lien
term loan rating to B2 from B1, and the second lien term loan
rating from B2 to B3. The ratings remained under review for a
possible downgrade.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.


COMMUNITY FINANCIAL: Incurs $468,000 Net Loss in Third Quarter
--------------------------------------------------------------
Community Financial Shares, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss available to common shareholders of $468,000
on $3.08 million of total interest and dividend income for the
three months ended Sept. 30, 2012, compared with a net loss
available to common shareholders of $114,000 on $3.32 million of
total interest and dividend income for the same period during the
prior year.

The Company recorded a net loss available to common shareholders
of $1.91 million on $9.39 million of total interest and dividend
income for the nine months ended Sept. 30, 2012, compared with a
net loss available to common shareholders of $2.47 million on
$10.04 million of total interest and dividend income for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.

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

                        http://is.gd/jGZQiu

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.


COMPLETE GENOMICS: Incurs $18.0-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
Complete Genomics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $18.0 million on $7.3 million of revenue
for the three months ended Sept. 30, 2012, compared with a net
loss of $21.6 million on $4.2 million of revenue for the same
period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $57.0 million on $19.9 million of revenue, compared
with a net loss of $50.0 million on $16.9 million of revenue for
the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$80.8 million in total assets, $48.4 million in total
liabilities, and stockholders' equity of $34.4 million.

The Company has incurred net operating losses and significant
negative cash flow from operations during every year since
inception.  At Sept. 30, 2012, the Company had an accumulated
deficit of $268.2 million.  Management believes that without
continued funding from BGI-Shenzhen under the Convertible
Subordinated Promissory Note, based on the current level of
operations, cash and cash equivalents balances, including interest
income the Company will earn on these balances will not be
sufficient to meet the anticipated cash requirements beyond
Jan. 31, 2013.  If the merger with BGI does not occur, the Company
may be required to significantly reduce, restructure or cease
operations.  "The Company's recurring operating losses and
negative cash flow from operations and its requirement for
additional funding to execute its business objectives beyond this
period gives rise to substantial doubt as to the Company's ability
to continue as a going concern if the Merger were not to occur."

PricewaterhouseCoopers LLP's report dated March 8, 2012, on
Complete Genomics' financial statements for the year ended
Dec. 31, 2011, includes an explanatory paragraph stating that the
Company's recurring losses from operations and significant
negative cash flow from operations raise substantial doubt about
its ability to continue as a going concern.  "If we fail to raise
additional capital in sufficient amounts and in a timely manner,
we will be unable to operate our business as it is currently
operated to Dec. 31, 2012."

A copy of the Form 10-Q is available at http://is.gd/DvU2E3

Mountain View, California-based Complete Genomics, Inc., is a life
sciences company that has developed and commercialized a DNA
sequencing platform for whole human genome sequencing and
analysis.  The Company was incorporated in Delaware on June 14,
2005, and began operations in March 2006.


CONCO INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Conco, Inc.
        4000 Oaklawn Drive
        Louisville, KY 40219

Bankruptcy Case No.: 12-34933

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Neil Charles Bordy, Esq.
                  SEILLER WATERMAN LLC
                  2200 Meidinger Tower
                  462 S. 4th Street
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  E-mail: bordy@derbycitylaw.com

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

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

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

The petition was signed by Gilbert Everson, CEO.


COPYTELE INC: Board Approves Bylaws Amendment
---------------------------------------------
The Board of Directors of CopyTele, Inc., approved an amendment to
Article I, Section 5 of the Company's Bylaws.  Article I, Section
5 of the Bylaws was amended to provide that any meeting of
stockholders may be adjourned, whether or not a quorum is present,
in the discretion of the chairman of the meeting.  A copy of the
amended Bylaws is available for free at http://is.gd/JQVulQ

                          About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

The Company's balance sheet at July 31, 2012, showed $5.9 million
in total assets, $6.8 million in total liabilities, and a
shareholders' deficit of $893,071.

According to the Company's quarterly report for the period ended
July 31, 2012, based on information presently available, the
Company does not believe that its existing cash, cash equivalents,
and investments in certificates of deposit, together with cash
flows from expected sales of its encryption products and revenue
relating to its display technologies, and other potential sources
of cash flows or necessary expense reductions including employee
compensation, will be sufficient to enable it to continue its
marketing, production, and research and development activities for
12 months from the end of this reporting period.  "Accordingly,
there is substantial doubt about our ability to continue as a
going concern.


CRESTWOOD MIDSTREAM: Moody's Rates $150-Mil. Senior Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Crestwood
Midstream Partners LP's (CMLP) proposed add-on offering of $150
million of senior notes due 2019. Note proceeds will be used to
repay a portion of the outstanding borrowings under its revolving
credit facility providing incremental available liquidity under
its revolver. Crestwood Holdings LLC (Crestwood, B2 stable) owns
the general partner interest and the majority of the limited
partner units in CMLP. The rating outlook for Crestwood is stable.

Ratings assigned:

Issuer: Crestwood Midstream Partners LP

  $150 million Senior Notes due 2019, B3 (LGD4, 63%)

Ratings Unchanged:

Issuer: Crestwood Holdings LLC

  Corporate Family Rating, B2

  Probability of Default Rating, B2

  $390 million Senior Secured Term Loan, Caa1 (LGD5, 88%)

Issuer: Crestwood Midstream Partners LP

  $200 million Senior Notes due 2019, B3 (LGD4, 63%)

Rating Rationale

Crestwood's B2 CFR is supported by fixed fee contracts that avoid
direct commodity price exposure, a moderate degree of basin and
customer diversification, exposure to producing basins with
liquids production, minimum volume commitments for a portion of
throughput, a management team with extensive experience in the
midstream sector, and a private equity sponsor with the industry
knowledge and financial capacity to support the company's growth
ambitions. The rating is restrained by business line concentration
relative to rated midstream peers, volumes driven by E&P drilling
activity which is indirectly tied to commodity prices, and high
consolidated leverage.

The B3 senior unsecured note rating of CMLP reflects both the
overall probability of default of Crestwood, to which Moody's
assigns a PDR of B2, and a loss given default of LGD4-63%. The
size of the priority claim of CMLP's secured credit facility debt
relative to its senior unsecured notes results in the notes being
rated one notch beneath the B2 CFR under Moody's Loss Given
Default Methodology.

Moody's could upgrade Crestwood's ratings if the rating agency
expects consolidated debt / EBITDA to be sustained below 5.0x
while maintaining the current business risk profile. Moody's could
downgrade the ratings if the rating agency expects consolidated
debt / EBITDA to be sustained at or above 7.0x.

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

Crestwood Holdings LLC is a private holding company owned
primarily by First Reserve Corporation. The company controls and
owns a majority ownership interest in Crestwood Midstream Partners
LP, a publicly traded midstream master limited partnership that
provides natural gas gathering and processing services.


CRYOPORT INC: Incurs $1.5 Million Net Loss in Sept. 30 Quarter
--------------------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.55 million on $233,597 of net revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $2.03 million on
$110,713 of net revenues for the same period during the prior
year.

For the six months ended Sept. 30, 2012, the Company reported a
net loss of $3.09 million on $424,896 of net revenues, in
comparison with a net loss of $4.08 million on $234,464 of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.83
million in total assets, $2.06 million in total liabilities and
$776,493 of stockholders' equity.

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

                        http://is.gd/dCtIjF

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

The Company reported a net loss of $7.83 million for the year
ended March 31, 2012, compared with a net loss of $6.15 million
during the prior fiscal year.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern.


CRYOPORT INC: Incurs $1.6-Mil. Net Loss in Fiscal Second Quarter
----------------------------------------------------------------
CryoPort, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $1.6 million on $233,597 of revenues for the three
months ended Sept. 30, 2012, compared with a net loss of
$2.0 million on $110,713 of revenues for the three months ended
Sept. 30, 2011.

For the six months ended Sept. 30, 2012, the Company had a net
loss of $3.1 million on $424,896 of revenues, compared with a net
loss of $4.1 million on $234,464 of revenues for the six months
ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $2.8 million
in total assets, $2.0 million in total liabilities, and
stockholders' equity of $776,493.

At Sept. 30, 2012, the Company had an accumulated deficit of
$63,027,526, it had a net loss of $3,098,511 and it used cash in
operations of $2,655,869 during the six months ended Sept. 30,
2012.

A copy of the Form 10-Q is available at http://is.gd/2n7QtQ

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

                           *     *     *

As reported in the TCR on June 29, 2012, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about
CryoPort's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  "Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern."




CRYSTAL CATHEDRAL: Rev. Schuller Testifies to Support $5MM Claim
----------------------------------------------------------------
The Associated Press reports the Rev. Robert H. Schuller has
asserted in federal bankruptcy court that he never gave up
ownership of his books and other teachings even though the
ministry he founded used them freely, including on the Internet.

According to the report, Mr. Schuller testified in U.S. Bankruptcy
Court in Los Angeles to support claims that Crystal Cathedral
Ministries owes him and various family members more than
$5 million following the financial collapse of the televangelist
empire that produces "Hour of Power."  Mr. Schuller, his wife, and
a daughter and son-in-law say the ministry owes them for unpaid
contracts, copyright infringement and intellectual property
rights.

The report notes the ministry filed for Chapter 11 bankruptcy in
2010, citing $50 million in debts.

The report relates the Roman Catholic Diocese of Orange bought the
soaring, glass-paned cathedral that Mr. Schuller built in 1980 as
a pulpit for his televised sermons in bankruptcy proceedings last
year.  The remaining congregation plans to move to a new location
next year.

The report adds Mr. Schuller testified he owned his creative works
although he let them use the works as long as they did not sell
his materials to competitors, The Orange County Register reported.
He also did not receive royalties from the books and shared all
profits with the church, he said.

The report notes Mr. Schuller at times appeared confused or gave
answers that appeared to contradict previous sworn statements in
court documents, the newspaper reported.  He also said he was
chairman of the board of directors for Crystal Cathedral
Ministries when, in fact, he and his wife severed all connection
with the church earlier this year, the report says.

The report relates Mr. Schuller and his wife, Arvella, also say
they are owed nearly $5.1 million because the ministry rejected an
agreement that would have paid the couple $300,000 for the rest of
their lives.

The report adds about $12.5 million is still owed to creditors,
including vendors who provided services for the cathedral's annual
Easter and Christmas spectacles.

                      About Crystal Cathedral

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.

In November 2011, Crystal Cathedral won Court permission to sell
its property to the Roman Catholic Diocese of Orange for $57.5
million.  The Diocese beat a rival bid from Chapman University.
The sale agreement provides that the congregation will have three
years to find new premises.

Chapman University, the secular bidder, was the preferred buyer as
far as the church members are concerned, because Chapman would
allow the ministry to continue to use the main buildings on the
premises.  It also offered the option of allowing church
administrators to buy the property back at a later point.  Chapman
raised its bid to $59 million, but the Crystal Cathedral board
still chose the Diocese.


DC DEVELOPMENT: Selling Wisp Resort for $20.5 Million
-----------------------------------------------------
The Associated Press reports that D.C. Development has asked a
bankruptcy court to approve the sale of the Wisp Resort to a unit
of Kansas City-based Entertainment Properties Trust for $20.5
million.

The report notes, Entertainment Properties is a real estate
investment trust with 11 other ski properties.  Its other
investments include megaplex theaters, entertainment retail
centers and public charter schools.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


DCB FINANCIAL: Rights Offering Extended Until Nov. 26
-----------------------------------------------------
DCB Financial Corp announced a 14 day extension of the rights
offering of common shares of stock to existing shareholders as
part of the Company's $13.2 million capital raise.

Shareholders as of the Aug. 29, 2012, record date now have until
5:00 p.m., Eastern Time, on Nov. 26, 2012, to exercise their
subscription rights in the offering.

"The Board of Directors thought it would be prudent to extend our
rights offering deadline," noted Ronald J. Seiffert, president and
chief executive officer.  "While Hurricane Sandy did not directly
affect us in Central Ohio, our subscription agent, Broadridge
Financial, is located on the East Coast which may have delayed
communications with our shareholders.  We owe it to our
shareholders to give them every opportunity to make a decision."

DCB Financial Corp is conducting the rights offering to raise
capital so that Delaware County Bank can meet the increased
capital ratios required by its regulators and to provide capital
to fuel future growth.

Shareholders with specific questions are urged to contact
Broadridge Financial, the subscription agent, at (800) 733-1121.

                        About DCB Financial

DCB Financial Corp. is a financial holding company headquartered
in Lewis Center, Ohio.  The Corporation has one wholly-owned
subsidiary bank, The Delaware County Bank and Trust Company (the
"Bank").  The Corporation also has two additional wholly owned
subsidiaries, DCB Title and DCB Insurance Services LLC.  DCB Title
provides standard real estate title services, while DCB Insurance
Services LLC provides a variety of insurance products.  However,
neither nonbank subsidiary is material to the financial results of
the Corporation.  The Bank has one wholly-owned subsidiary, ORECO,
which is used to process other real estate owned.

The Corporation was incorporated under the laws of the State of
Ohio in 1997, as a financial holding company under the Bank
Holding Company Act of 1956, as amended, by acquiring all
outstanding shares of the Bank.  The Corporation acquired all such
shares of the Bank after an interim bank merger, consummated on
March 14, 1997.  The Bank is a commercial bank, chartered under
the laws of the State of Ohio, and was organized in 1950.

The Bank provides customary retail and commercial banking services
to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans,
trust and other wealth management services.  The Bank also
provides cash management, bond registrar and paying agent services
for commercial and public unit entities.  Through its subsidiary
Datatasx, the Bank provided data processing and other bank
operational services to other financial institutions.  Those
services were discontinued in September 2011, and were not a
significant part of operations or revenue.

In October 2010, the Corporation's wholly-owned bank subsidiary
entered into a Consent Agreement with the FDIC which requires that
Tier-1 and Total Risk Based Capital percentages reach 9.0% and
13.0% respectively.  As of March 31, 2012, the Bank's capital
ratios, as previously noted, were not at these levels.

The Corporation and its subsidiaries meet all published regulatory
capital requirements.  The ratio of total capital to risk-weighted
assets was 10.3% at March 31, 2012, while the Tier 1 risk-based
capital ratio was 6.7%.

As reported in the TCR on April 5, 2012, Plante & Moran PLLC, in
Columbus, Ohio, said DCB's bank subsidiary is not in compliance
with revised minimum regulatory capital requirements under a
formal regulatory agreement with the banking regulators.  "Failure
to comply with the regulatory agreement may result in additional
regulatory enforcement actions."


DEAN INSURANCE: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Dean Insurance/Dean Rentals
        aka Rusty Dean
            James Russell Dean
        402 North Avenue
        Villa Rica, GA 30180

Bankruptcy Case No.: 12-13175

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: C. Staci Vaughn, Esq.
                  C.S. VAUGHN, LLC
                  418 Westview Drive
                  Villa Rica, GA 30180
                  Tel: (770) 456-4800
                  Fax: (770) 456-4799
                  E-mail: csv@vaughnlawfirm.net

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

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

The Company's list of its five unsecured creditors filed with the
petition is available for free at:
http://bankrupt.com/misc/ganb12-13175.pdf

The petition was signed by James Russell Dean, owner.


DELUXE CORP: Moody's Rates New Sr. Unsecured Notes 'Ba2'
--------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
senior unsecured note issue of Deluxe Corporation.  All existing
ratings, including the Corporate Family Rating (CFR), are
unchanged. The outlook remains stable.

Proceeds of the proposed note issue will be used to refinance the
existing $200 million 7.375% senior unsecured notes due June 1,
2015. Ratings for the existing 2015 notes will be withdrawn upon
completion of the transaction. The new note issue is expected to
result in modest interest expense savings and extend a portion of
its debt maturity profile. The new notes are expected to be
guaranteed by all of Deluxe's material subsidiaries, the same
guarantee present in the existing 2015 notes and accordingly the
new notes are rated at the same level.

List of the company's ratings:

  Issuer: Deluxe Corporation

   Corporate Family Rating, Unchanged at Ba2

   Probability of Default Rating, Unchanged at Ba2

   New $200 million Sr. Notes due 2020, assigned a Ba2 (LGD3,
   42%)

   $84.8 million 5% Sr. Unsecured Notes due 12/15/2012, Unchanged
   at B1 (LGD5, 87%)

   $253.5 million 5.125% Sr. Unsecured Notes due 10/1/2014,
   Unchanged at B1 (LGD5, 87%)

   $200 million 7.375% Sr. Notes due 6/1/2015, Ba2 (LGD3, 42%)
   expected to be withdrawn upon closing.

   $200 million 7% Sr. Notes due 3/15/2019, Unchanged at Ba2
   (LGD3, 42%)

Outlook remains stable.

Ratings Rationale

Deluxe's Ba2 Corporate Family Rating reflects ongoing pressure on
the company's checks business (which accounts for 61% of its
revenue as of the end of 2011), the commodity nature of its forms
business (which makes up 14% of revenue in 2011), and the
competitive environment in these industries. In addition, the
company faces execution risks associated with the company's
strategy to further diversify its business into the marketing and
small business services space. While the company does generate
meaningful positive free cash flow after dividends ($158 million
LTM as of Q3 2012), Moody's expects Deluxe will look to reinvest a
portion of those proceeds back into the business through
acquisitions and initiatives to drive organic growth and diversify
its business lines, resulting in modest reductions to leverage
over the rating horizon. Over the long term, Moody's believes
Deluxe will need to maintain a more conservative leverage profile
than comparably-rated issuers due to the declining outlook for its
consumer check business, which historically has declined in the 7%
- 8% range annually, although the rate of order decline has been
below this level in recent quarters. There is the potential for
the level of decline to increase going forward given the secular
declines in check printing and the ongoing evolution of payment
alternatives.

The company's ratings are supported by its strong market position
and extensive printing capabilities, good EBITDA margins, and
successful integration of recent acquisitions. In 2011, the
company reduced expenses by approximately $60 million bringing its
adjusted EBITDA margin to just over 25%, as compared to less than
20% in 2008. Since 2006 the company reduced expenses by $385
million and Moody's expects $50 million of additional cost
reductions in 2012. Leverage has decreased from 2.8x in 2009 to
2.1x (including Moody's standard adjustments) at Q3 2012. Moody's
expects leverage to decline to 1.9x as the $85 million notes that
mature in December 2012 are repaid with its existing cash balance.
In 2012, the company acquired internet marketing service provider
OrangeSoda, Inc. for $27 million in addition to $6 million of
other acquisitions. In 2011, the company acquired Banker's
Dashboard for $39.7 million and PsPrint in the amount of $45.5
million which have been integrated into its Financial Services and
Small Business Services divisions, respectively. For 2013, Moody's
expects revenue and EBITDA to grow in the low single digits
including acquisitions. The company also benefits from Moody's
expectation that it will be able to maintain its market share in
the check printing business.

Moody's anticipates Deluxe will maintain a good Liquidity profile
with an SGL-2 rating as Moody's expects the company to continue to
generate meaningful free cash flow from its mix of mature and
developing businesses. The company has a cash balance of $106
million as of Q3 2012 which should be more than enough to fund the
maturity of its $85 million note in December 2012. The company's
$200 million revolving credit facility which matures in February
2017, is currently undrawn (with $8.5 million of LC's issued),
providing incremental liquidity to cover tuck-in acquisitions,
seasonal swings in working capital or opportunistic repurchases of
its debt. Moody's expects free cash flow of approximately $150
million per year over the rating horizon, which is in excess of
20% of its total debt at year end 2012, more than sufficient to
fund interest expense and small to moderate sized acquisitions or
investments. The company is expected to continue to make dividend
payments of over $50 million a year in addition to modest stock
repurchases. Interest coverage is anticipated to increase from
7.9x pro-forma for the proposed refinancing to over 9x by the end
of 2013. Covenants under the revolving credit facility include a
3.25x maximum net Total Debt-to-EBITDA ratio (as defined,
temporarily increasing to 3.5x for certain acquisitions), minimum
3.25x EBIT-to-interest expense, and a $50 million minimum
liquidity requirement six months prior to the maturity dates of
the 2014 and 2015 notes. Moody's expects the company to maintain a
comfortable cushion of compliance with its Net Debt to EBITDA and
Interest coverage covenants.

The stable outlook reflects Moody's view that Deluxe will continue
to maintain a good liquidity profile, with debt-to-EBITDA leverage
declining below 2x following the repayment of its $85 million note
at the end of 2012. Its conservative capital structure, continued
cost reductions and growth of Small Business Services, aided by
small tuck in acquisitions, should allow Deluxe to manage the
continued decline in check volumes.

Success diversifying the business away from its core check
printing business, consistent revenue growth, stable to higher
EBITDA margins, and debt reduction leading to sustained debt-to-
EBITDA ratios below 1.75x with free cash flow-to-debt in excess of
15%, could position the company for an upgrade.

The ratings could experience downward pressure if declines in
check order volumes accelerate meaningfully above current rates,
debt-to-EBITDA ratios exceed 3.0x from earnings declines or a
leveraging transaction, or if free cash flow-to-debt declines
below 10%.

The principal methodology used in rating Deluxe Corporation was
the Global Publishing Industry Methodology published in December
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Deluxe Corporation, headquartered in St. Paul, MN, uses direct
marketing, distributors and a North American sales force to
provide a wide range of customized products and services to its
customers. The company has been diversifying from its legacy
printed-check business into a growing suite of business services,
including logo design, payroll, web design and hosting, business
networking and other web-based services to help small businesses.
In the financial services industry, Deluxe sells check programs
and fraud prevention, customer loyalty and retention programs to
banks. Deluxe also sells personalized checks, accessories and
other services directly to consumers. Revenue for LTM period
ending Q3 2012 totaled $1.5 billion.


DELUXE CORP: S&P Rates $200MM Unsecured Notes 'BB-'
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating with a '4' recovery rating to Shoreview, Minn.-based Deluxe
Corp.'s proposed $200 million senior unsecured notes due 2020.
"The '4' recovery rating indicates our expectation of average (30%
to 50%) recovery of principal in the event of a payment default.
On Nov. 9, 2012, we affirmed all other ratings, including the
'BB-' corporate credit rating," S&P said.

The company intends to use the proceeds from the bonds to
refinance the 7.375% senior unsecured notes due 2015.

"The refinancing is leverage-neutral and improves interest
coverage slightly. The transaction will refinance the company's
most expensive debt and extend its maturity profile," S&P said.

"The rating on Shoreview, Minn.-based customized printed products
provider Deluxe Corp. reflects the intermediate- and long-term
risks the company's business segments face," said Standard &
Poor's credit analyst Daniel Haines. "In our view, Deluxe has a
'weak' business risk profile, based on our criteria, principally
because of the significant risk of continued secular declines and
the keen competition in the check-printing sector. Check-printing
accounted for 61% of its 2011 fiscal year revenue. We believe
these trends will pressure Deluxe's organic revenue and EBITDA
margin over the next couple of years. Relative low leverage
underpins our view of Deluxe's financial risk profile as
'significant,' based on our criteria. In 2012, we expect revenue
and EBITDA to grow at a mid-single-digit percentage rate, mainly
because of a contract win, growth in small business services, and
recent acquisitions that we expect to offset organic declines in
check printing," S&P said.

"The stable rating outlook reflects our expectation that Deluxe
will maintain sufficient flexibility within its financial profile
to accommodate potential weakness in operating performance and
make additional acquisitions. Although unlikely over the next
year, the rating could come under pressure if the company adopts a
more aggressive financial policy, experiences significant
deterioration in its operating performance, or makes a sizable
debt-funded acquisition that propels leverage over 4x. More
specifically, a large, debt-financed acquisition, together with
client losses, lower check volume, and pressure on small
businesses, could reduce Deluxe's discretionary cash flow and
elevate its leverage to over 4x, at which point we would likely
lower the rating," S&P said.

"We would consider a higher rating if Deluxe successfully
diversifies its business away from check printing and into a
business with solid growth prospects, while preserving its EBITDA
margin and credit metrics. We do not consider an upgrade likely
over the next 12 months," S&P said.


DIGITAL DOMAIN: Creditors Nail Down Recovery by Settlement
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the unsecured creditors' committee of Digital Domain
Media Group Inc. received court approval last week for a
settlement where concessions from secured lenders assure there
will be some recovery for the committee's constituency.

According to the report, the settlement was reached without
initiation of a lawsuit.  Digital Domain was a provider of visual
effects for the movie industry.  The settlement enables unsecured
creditors to realize a "substantial recovery" before secured
lenders are fully paid, a court filing explains.  The bankruptcy
court also approved procedures where the remainder of the
company's assets will be sold at auction beginning Nov. 28.  The
main part of the business was purchased for $36.7 million by a
joint venture between Galloping Horse America LLC, an affiliate of
Beijing Galloping Horse Co., and an affiliate of Reliance Capital
Ltd., based in Mumbai.  The settlement agreement fixes the secured
lenders' claims at $68 million, an agreed reduction of
$2.2 million.  The settlement would allow unsecured creditors to
share as much as $10.65 million of the lenders' collateral,
according to a court filing.

The report relates that holders of subordinated debt can
participate in the distribution to unsecured creditors if they
don't challenge the validity of secured lenders' liens.  In
addition, the committee has the right to prosecute preferences,
fraudulent transfers, and claims against company managers.  After
payment of expenses, the first $750,000 in collections goes to
unsecured creditors.  The settlement contains a waterfall for
sharing collections on the lenders' collateral.  After paying off
the $14 million loan financing the Chapter 11 case, unsecured
creditors will receive 7% from collections of lenders' collateral
between $35 million and $55 million.  On collections by lenders
between $55 million and $60 million, unsecured creditors receive
half.  For collections on lenders' collateral above $60 million,
unsecured creditors take home 75%.

The report notes that the lenders are also providing $425,000 to
help the committee fund lawsuits.  The remaining assets going up
for auction included four unfinished movie projects; the animation
studio in Port St. Lucie, Florida; and intellectual property for
the conversion of conventional movies into three dimensional
videos.  Bids are due by Nov. 26, followed by auction commencing
Nov. 28.  There will be a Dec. 4 hearing for the approval of
sales.

                        About Digital Domain

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

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

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

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

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

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

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


DIGITAL DOMAIN: Committee Proposes KCC as Information Agent
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Digital Domain Media Group, Inc., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for entry of an
order authorizing the Committee and its advisors to

   i) implement certain procedures to ensure compliance with
      Section 1102(b)(3) of the Bankruptcy Code, including,
      without limitation:

      a) establishing a website with an email address through
         which unsecured creditors can submit questions or
         comments to the Committee and its professionals, and

      b) clarifying that Bankruptcy Code Section 1102(b)(3)(A)
         does not require the Committee to share confidential
         material with third parties or with their non-member
         constituents; and

  ii) to retain Kurtzman Carson Consultants, LLC as its
      information agent.

                        About Digital Domain

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

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

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

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

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

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

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


DISH NETWORK: Moody's Says AutoHop Ruling No Immediate Impact
-------------------------------------------------------------
Moody's Investors Service said that the ruling denying FOX
Broadcasting Company's (owned by News Corporation -- Baa1 senior
unsecured) efforts to block Dish Network Corporation's ('DISH';
Ba2 Corporate Family Rating) automatic recording and ad-skipping
PrimeTime Anytime and AutoHop features gives DISH an early win
over broadcast networks. The court appeared to acknowledge
however, the copyrights of the broadcaster's content. In Moody's
view, a victory by DISH in the continuing suit could, in the
longer term, undermine the ability of broadcast networks to grow
and sustain advertising revenue in the traditional fashion.

While Moody's doesn't expect an immediate impact on either of the
parties, the ruling may enable DISH to marginally differentiate
itself from other pay-TV operators which do not offer similar
automatic ad-skipping services, and increase its value proposition
for consumers, who tend to favor commercial-free viewing. However,
if DISH is victorious and the feature is adopted more broadly by
other operators, Moody's expects the battle to move from the court
room to the negotiating table as broadcast retransmission
agreements expire. "We expect networks will seek to get
compensated for lost revenue by asking for higher fees than
typical in the next round of commercial retransmission
negotiations," stated Neil Begley, a Moody's Senior Vice
President. "In turn, DISH would want smaller increases in fees in
return for turning off the service, leaving DISH in a better
position than some of its competitors," added Begley.

Moody's believes that the direction of these negotiations will to
some extent depend on perceived consumer behavior -- if consumers
highly value the feature and are more likely to acquire or retain
the service as a result, DISH will likely seek to maintain the
feature and it may be more widely adopted by other operators. In
such a scenario, Moody's expects the operators will end up paying
more in retransmission fees to at least partially compensate for
lost advertising revenue at the broadcast networks. On the other
hand, if consumers view the feature as a subtle improvement to
existing DVR capabilities and it does not materially impact their
choice of operator, Moody's believes that DISH is more likely to
use the feature for leverage in its upcoming retransmission
negotiations, by offering to remove the feature in exchange for
lower fees or smaller annual increases. Either way, Moody's
expects already contentious retransmission negotiations between
broadcast networks and pay-TV providers to become even more
challenging in the coming years and more stations are likely to go
dark temporarily on DISH's service.


DIXIEN LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dixien LLC
        5286 Circle Drive
        Morrow, GA 30260

Bankruptcy Case No.: 12-77918

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  SCROGGINS AND WILLIAMSON
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: rwilliamson@swlawfirm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-77918.pdf

The petition was signed by Juan R. Garcia, chief executive officer
and sole manager.


DPL INC: Moody's Reviews 'Ba1' Sr. Debt Rating for Downgrade
------------------------------------------------------------
Moody's Investors Service placed all the ratings for DPL Inc.
(DPL) and its regulated subsidiary, The Dayton Power and Light
Company (DP&L), under review for possible downgrade.

"The rating action has been driven by larger-than-anticipated
decline in key consolidated financial metrics, uncertainty
relating to DP&L's regulatory compact beginning 2013 and
challenges around debt maturities beginning in the later-half of
2013" said Moody's Vice President Scott Solomon.

Ratings Rationale

The decline in consolidated financial metrics has been driven in
large part by increased customer shopping within DP&L's service
territory. Approximately 57% of DP&L's retail electric volumes
have switched to a competitive electric retail service provider or
CRES as of September 30, 2012, an amount larger than anticipated.
While DPLER, an affiliated company and one of the registered CRES
providers, has acquired 78% of the switched load, the loss of
customers and reduced margins from customer shopping have
pressured DPL's consolidated operating margins and cash flows.

Specifically, DPL's metrics of cash flow from operations pre-
changes in working capital (CFO pre-WC) to debt and interest
coverage declined to approximately 8% and 3 times, respectively,
for the twelve months ended September 30, 2012. Moody's had
expected these specific metrics to range between 10-12% and to be
slightly in excess of 3 times, respectively, during the first few
years following the company's acquisition by The AES Corporation
(AES: Ba3 CFR, stable) completed late last year.

The rating action also considered the potential for incremental
margin compression associated with DP&L's transition to market-
based generation rates. DP&L operates under a electric security
plan or ESP through December 31, 2012 that requires DP&L to offer
a regulatory determined standard service offer generation rate for
customers who do not choose a CRES.

In October, the company filed a new ESP that proposes a three
year, five month transition to market, whereby a wholesale
competitive bidding structure would be phased in to price and
supply standard service offer generation. Importantly, the ESP
requests approval of a non-bypassable Service Stability Rider
(SSR) that is designed to recover $120 million per year for five
years, thereby allowing a smooth transition to full market
determined pricing while factoring in the utility's financial
health during that time. The Public Utility Commission of Ohio is
currently reviewing the filing.

DP&L's rating is constrained by DPL's highly leveraged balance
sheet. In addition to the approximate $925 million in long-term
debt at DP&L, there is $1,700 million of long-term holding company
debt at DPL. Funds to meet DPL's debt service are primarily
derived from DP&L and therefore any rating action at DPL would
trigger similar action at DP&L.

The review for possible downgrade will consider management's
ability to manage a credit supportive outcome from the ongoing
regulatory process and its plans to improve the company's
consolidated financial profile through deleveraging. Moreover,
Moody's intends to evaluate the company's plans to refinance the
significant amount of debt maturities scheduled over the next 12-
24 months.

Ratings placed under review for possible downgrade:

  Issuer: DPL Inc.

     Senior Unsecured Debt -- Ba1

  Issuer: The Dayton Power and Light Company

     Senior Secured Bonds -- A2

     Issuer Rating -- Baa2

     Senior Unsecured Debt -- Baa2

     Preferred Stock -- Ba1

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.


DPL INC: 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," S&P said.

"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.


DUQUESNE LIGHT: Moody's Reviews Ba1 Sr. Unsec. Rating for Upgrade
-----------------------------------------------------------------
Moody's Investor Service placed the rating of Duquesne Light
Holdings, Inc. (Ba1 senior unsecured) and Duquesne Light Company
(Baa2 long-term issuer rating) on review for upgrade.

Rating Rationale

"The review was initiated by two positive developments for the
Duquesne Light family -- the upcoming removal of its MAC clause
from its bank credit facilities and the pending approval of POLR
VI," said Moody's Analyst John M. Grause. "We believe that this
improved liquidity profile and potentially lower risk profile from
no longer servicing POLR load could lead to upward ratings
movement," Grause continued.

With the recently launched amendment and extension of its credit
facilities, Duquesne Light Holdings (DLH) and Duquesne Light
Company (DLC) will no longer be required to represent that there
has been no material adverse change (MAC) before each draw under
the facilities. Such a clause can potentially restrict access to
liquidity when a company needs it most and is not typically
characteristic of an investment grade issuer.

Additionally, DLC has recently submitted a new provider of last
resort (POLR) plan to the Pennsylvania Public Utility Commission
for approval that will remove DLC's responsibility to
independently procure power for POLR residential customers. Under
the current plan, POLR V, DLC was required to secure power to
satisfy the POLR residential customer load and was authorized to
charge $78.60 MWh for that power. Under the proposed POLR VI, DLC
plans to deploy an RFP-auction process for its POLR supply for
residential customers under which DLC will bear no price or volume
risk.

The review will focus on the provisions of the POLR VI plan as
recommended by the Administrative Law Judge and the final form
approved by the Pennsylvania Public Utility Commission in the
coming months. Additionally, Moody's will monitor the closing of
the amended credit facilities. Finally, DLH's metrics have trended
upward towards low investment grade levels and the ability to
sustain Baa-level metrics going forward will be an important
consideration in Moody's review.

The principal methodology used in rating DLH and DLC was Moody's
Regulated Electric and Gas Utilities rating methodology, published
in August 2009. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's website.

Ratings placed on review for possible upgrade include DLH's Ba1
senior unsecured and DLC's A3 senior secured and Baa2 Issuer
Rating and Ba1 preferred stock.

Headquartered in Pittsburgh, Pennsylvania, Duquesne Light
Holdings, Inc. is a holding company that generates the majority of
its earnings and cash flow from its wholly owned subsidiary,
Duquesne Light Company. Duquesne Light Company is a regulated
electric transmission and distribution company (T&D) that serves
approximately 588,000 residential and small commercial customers
in and around the city of Pittsburgh and into southwestern
Pennsylvania.


E-DEBIT GLOBAL: Incurs $219,700 Net Loss in Third Quarter
---------------------------------------------------------
E-Debit Global Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $219,723 on $604,659 of total revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $241,465
on $915,504 of total revenue for the same period during the prior
year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $556,746 on $1.82 million of total revenue, in
comparison with a net loss of $754,892 on $2.58 million of total
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$1.82 million in total assets, $3.52 million in total liabilities,
and a $1.70 million total stockholders' deficit.

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

                        http://is.gd/iymta1

                   About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

Following the 2011 results, Schumacher & Associates, Inc., in
Littleton, Colorado, noted that the Company has incurred net
losses for the years ended Dec. 31, 2011, and 2010, and had a
working capital deficit and a stockholders' deficit at Dec. 31,
2011, and 2010, which raise substantial doubt about its ability to
continue as a going concern.

The Company reported a net loss of $1.09 million in 2011, compared
with a net loss of $1.15 million in 2010.


EAST CROCKETT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: East Crockett Medical Building, Corp.
        203 North College Avenue
        Cleveland, TX 77327

Bankruptcy Case No.: 12-10719

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Beaumont)

Debtor's Counsel: Brendetta A. Scott, Esq.
                  GARNER SCOTT & JONES PLLC
                  440 Louisana, Suite 1575
                  Houston, TX 77002
                  Tel: (713) 236-8736
                  Fax: (713) 236-8990
                  E-mail: bascott@gsjlawfirm.com

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

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

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

The petition was signed by Samir Kreit, president.


EASTBRIDGE INVESTMENT: Reports $5.2 Million Net Income in Q3
------------------------------------------------------------
EastBridge Investment Group Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $5.16 million on $5.88 million of
revenue for the three months ended Sept. 30, 2012, compared with a
net loss of $75,022 on $3,000 of revenue for the same period
during the prior year.

The Company recorded net income of $4.74 million on $6.05 million
of revenue for the nine months ended Sept. 30, 2012, compared with
a net loss of $744,483 on $31,000 of revenue for the same period a
year ago.

The Company reported a net loss of $766,414 in 2011, compared with
a net loss of $174,955 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$6.73 million in total assets, $4.55 million in total liabilities
and $2.18 million in total stockholders' equity.

In its audit report for the 2011 results, Tarvaran Askelson &
Company, LLP, in Laguna Niguel, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

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

                        http://is.gd/YPmNCw

                    About EastBridge Investment

Scottsdale, Arizona-based EastBridge Investment Group Corporation
is one of a small group of United States companies solely
concentrated in marketing business consulting services to closely
held, small to mid-size Asian companies that require these
services for expansion.  EastBridge is assisting its clients in
becoming public companies, reporting pursuant to the Securities
Exchange Act of 1934, as amended, in the United States and
obtaining listings for their stock on a U.S. stock exchange or
over-the-counter market.  All clients are located in Asia-
Pacifica.


EASTBRIDGE INVESTMENT: Reports $5.2-Mil. Net Income in 3rd Quarter
------------------------------------------------------------------
EastBridge Investment Group Corporation filed its quarterly report
on Form 10-Q, reporting net income of $5.2 million on $5.9 million
of revenues for the three months ended Sept. 30, 2012, compared
with a net loss of $75,022 on $3,000 of revenues for the same
period last year.

The Company reported net income of $4.7 million on $6.1 million of
revenues for the nine months ended Sept. 30, 2012, compared with a
net loss of $744,483 on $31,000 of revenues for the same period of
2011.

The Company's balance sheet at Sept. 30, 2012, showed $6.7 million
in total assets, $4.5 million in total liabilities, and
stockholders' equity of $2.2 million.

The Company has incurred cumulative net operating losses of
$4.1 million since inception.

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

                    About EastBridge Investment

Scottsdale, Arizona-based EastBridge Investment Group Corporation
provides investment related services in Asia and in the United
States, with a strong focus on the high GDP growth countries, such
as China, Australia and the U.S.

EastBridge is one of a small group of United States companies
solely concentrated in marketing business consulting services to
closely held, small to mid-size Asian and American companies that
require these services for expansion.

As of the date of this filing, EastBridge was providing consulting
services to ten clients to facilitate the auditing and legal
processes to become public companies in the United States and
become listed on a U.S. stock exchange.  Eastbridge is also
assisting International Air Medical Services, Inc., with locating
potential joint venture business partners in China.

                          *     *     *

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about EastBridge Investment's ability
to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred significant losses and that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.




EASTMAN KODAK: Secures $793 Million in Exit Financing
-----------------------------------------------------
Eastman Kodak Company has entered into a commitment letter to
secure $793 million in Junior Debtor-in-Possession Financing with
Centerbridge Partners, L.P., GSO Capital Partners LP, UBS and
JPMorgan Chase & Co. to provide the company with additional case
financing and establishes the ability to convert a substantial
part of the facility into exit financing, enhancing its liquidity
and securing a major component of the company's exit capital
structure.  This financing is a key element in the steps to enable
the company to successfully execute its remaining reorganization
objectives and emerge from Chapter 11 in the first half of 2013.

Kodak obtained proposals from separate lending consortia in a
competitive process conducted recently, following the announcement
that the company was seeking such financing.

"The additional liquidity from this financing will enable Kodak to
accelerate its momentum as we continue to successfully execute on
our reorganization objectives and emerge in the first half of
2013.  After receiving significant interest from potential
lenders, we reached agreement with Centerbridge Partners, GSO
Capital Partners, UBS and JPMorgan, all of whom have proven track
records in lending to companies that successfully reorganize,"
said Antonio M. Perez, Chairman and Chief Executive Officer.

"The significance of this agreement for Kodak is that it
establishes a clear path for our emergence as a stronger, more
focused company.  The significance for our customers, partners and
suppliers around the world is that it solidifies our ability to
continue to serve them, innovate for them and contribute to their
success," Perez said.

The financing is composed of new term loans of $476 million, as
well as term loans of $317 million issued in a dollar-for-dollar
exchange for amounts outstanding under the company's pre-petition
second lien notes.  The financing is predicated on certain
conditions and Kodak's achievement of certain milestones,
including the successful completion of the sale of Kodak's digital
imaging patent portfolio for no less than $500 million, which the
company is confident it will achieve.

The commitment letter also contains provisions allowing for the
conversion of up to $567 million of the loans into exit financing
provided that Kodak meets certain conditions including the
consummation of a Plan of Reorganization by September 30, 2013,
the resolution of all of Kodak's UK pension obligations and the
completion of all or a portion of the sales of Kodak's Document
Imaging and Personalized Imaging businesses.

The financing is subject to completion of definitive financing
documentation and Bankruptcy Court approval at a hearing in
December which will be scheduled in the near future.

                        About Eastman Kodak

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

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

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

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

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

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

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




EASTMAN KODAK: Court Approves Retired Employees Settlement
---------------------------------------------------------
BankruptcyData.com reports the U.S. Bankruptcy Court approved
Eastman Kodak's motion for approval of a settlement agreement with
its official committee of retired employees.  BankruptcyData.com
previously reported that under the settlement Kodak will provide
for the continuation of all retiree benefits through the end of
2012. The settlement also provides for a cash payment of $7.5
million and bankruptcy claims totaling $650 million that will be
used to fund the continuation of some benefits after Dec. 31,
2012.

                        About Eastman Kodak

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

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

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

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

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

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

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


EASTMAN KODAK: Second Lien Parties Balk at Panel's Bid to Sue
-------------------------------------------------------------
Holders of Eastman Kodak's second lien debt will appear before the
Bankruptcy Court at a hearing tomorrow, Nov. 14, to block the
request of the official committee of unsecured creditors for
standing to prosecute and settle claims challenging certain
security interests held by the Second Lien Parties.

The Creditors' Committee seeks to avoid the Second Lien Notes
Trustee's liens in (a) the proceeds of certain patent infringement
claims commenced by the Debtors; (b) certain patents issued to the
Debtors in foreign countries; and (c) certain of the Debtors'
deposit accounts.

The Second Lien Parties argue, however, that the Creditors'
Committee has failed to meet its burden to show that its claims to
avoid the liens in the Patent Infringement Claims, the Foreign
Patents and the Disputed Deposit Accounts are "colorable" and are
likely to benefit the Debtors' estates.  At tomorrow's hearing the
Second Lien Parties will raise four points in their defense:

     1. The Creditors' Committee ignores that the plain language
of the Uniform Commercial Code provides the Second Lien Parties
with an automatically perfected security interest in the proceeds
of the Patent Infringement Claims by virtue of the Second Lien
Notes Trustee's perfected security interest in the patents giving
rise to the Patent Infringement Claims.  The fact that the Debtors
may have commenced some of the Patent Infringement Claims before
executing the Security Agreement with the the Second Lien Notes
Trustee in March 2010 is entirely irrelevant.

     2. The Committee fundamentally misreads the UCC by alleging
that the Second Lien Notes Trustee is required to perfect its
security interests in the Foreign Patents all over the globe.  The
UCC requires nothing of the sort.  The Second Lien Notes Trustee
properly perfected its liens in the Foreign Patents by timely
filing a financing statement covering the Foreign Patents in New
Jersey, where the Debtor is domiciled and where the patents are
therefore located.

     3. The Committee seeks to exceed its statutory avoidance
powers pursuant to section 544(a) of the Bankruptcy Code by trying
to step into the shoes of a hypothetical foreign judgment lien
creditor to avoid the Second Lien Notes Trustee's liens on the
Foreign Patents.  Section 544(a) permits the Committee to step
into the shoes of a hypothetical judgment lien creditor pursuant
to state law.  Section 544(a) does not permit the Committee to
assume the identity of a hypothetical foreign judgment lien
creditor.

     4. The Committee improperly seeks to avoid the Second Lien
Notes Trustee's liens on the Disputed Deposit Accounts. The Second
Lien Notes Trustee believes that the evidence will show that it
has a perfected security interest in the Disputed Deposit Accounts
because such accounts contain proceeds of the Second Lien Parties'
Collateral.  The UCC thus provides the Second Lien Notes Trustee
with an automatically perfected security interest in the Disputed
Deposit Accounts.  Moreover, the Disputed Deposit Accounts only
contain a total of roughly $1.8 million, or just 0.1% of the total
estimated general unsecured claims in the chapter 11 cases.  The
amount of attorneys' fees and financial advisor fees that the
parties will consume litigating whether the Disputed Deposit
Accounts contain proceeds of the Second Lien Parties' Collateral
far outweighs the benefit to the Debtors' estates or the Committee
of potentially avoiding the liens on the Disputed Deposit Accounts
or that such Claims are likely to benefit the Debtors' estates.

The Second Lien Parties include (a) the ad hoc committee of
certain holders of the (i) 9.75% Senior Secured Notes due March 1,
2018, issued pursuant to an Indenture dated March 5, 2010, as
amended, supplemented or otherwise modified from time to time, by
and among Eastman Kodak Company, as issuer, the guarantors as
defined in the 2018 Indenture, and Wilmington Trust, N.A., as
successor indenture trustee to The Bank of New York Mellon, N.A.;
and (ii) 10.625% Secured Notes due March 15, 2019, issued pursuant
to an Indenture dated March 15, 2011, as amended, supplemented or
otherwise modified from time to time, by and among Kodak, as
issuer, the guarantors as defined in the 2019 Indenture, and
Wilmington Trust, N.A., as successor indenture trustee to The Bank
of New York Mellon, N.A.; and (b) Wilmington Trust, N.A., as
successor indenture trustee to The Bank of New York Mellon, N.A.

Counsel to the Second Lien Noteholders Committee and Special
Counsel to the Second Lien Notes Trustee are:

          Michael S. Stamer, Esq.
          Abid Qureshi, Esq.
          Brian T. Carney, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          One Bryant Park
          New York, NY 10036
          Tel: (212) 872-1000
          Fax: (212) 872-1002

               - and -

          James R. Savin, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          1333 New Hampshire Avenue, NW
          Washington, DC 20036
          Tel: (202) 887-4000
          Fax: (202) 887-4288

                        About Eastman Kodak

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

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

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

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

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

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

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

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


EASTMAN KODAK: Bondholders Want End to Plan Exclusivity
-------------------------------------------------------
The Bankruptcy Court is slated to hold a hearing tomorrow, Nov. 14
at 11:00 a.m., on the request of Eastman Kodak Company for
extension of the periods within which Kodak has the exclusive
rights to propose and solicit acceptances of a plan of
reorganization.

At the hearing, Kodak is expected to face opposition from holders
of its second lien debt.

The Second Lien Parties complain that the Debtors are seeking a
second lengthy extension of their exclusive periods to file a plan
of reorganization and solicit acceptances thereof, through and
including Feb. 28, 2013 and April 30, 2013, respectively.  They
said the request for an additional three and a half month
extension of each of the Exclusive Periods would have the effect
of providing the Debtors a 16-month monopoly over the plan
process.  It should be denied, they argue, because the Debtors
have failed to make material progress toward a chapter 11 plan of
reorganization during the first 10 months of the case.

The Second Lien Parties disclosed that they advised the Debtors in
September that they intended to oppose the Second Exclusivity
Motion and the requested 198-day extension of the Exclusive
Periods.  In an effort to try to resolve their objection
consensually and force plan negotiations to begin, the Second Lien
Parties agreed to a 30-day adjournment of the hearing on the
Second Exclusivity Motion.  Rather than begin serious discussions
regarding a plan during the adjournment, however, the Debtors
focused almost exclusively on exploring supplemental postpetition
financing alternatives.  As a result, no progress, negotiation or
even a serious discussion with respect to a chapter 11 plan has
occurred.

                     Cash Burn, Delayed IP Sale

The Second Lien Parties point out that Kodak continues to suffer
operating losses and burn cash at an astounding rate that is
rapidly eroding the Debtors' liquidity and creditors' potential
recoveries.  They point out that Kodak has experienced a net loss
from operations of almost $1 billion since the commencement of the
bankruptcy -- an average net loss of roughly $107 million a month.
In addition, Kodak's cash position has decreased by roughly $429
million -- an average cash burn rate of roughly $50 millino per
month.  This figure includes more than $100 million in Debtor
professional fees incurred over the first eight and a half months
of the case.

The Second Lien Parties also argue that, while the Debtors
previously advised the Court and other parties in interest that
their $950 million DIP financing facility would provide sufficient
liquidity to fund the chapter 11 cases, it appears that may not be
accurate.  The Debtors' recent financial disclosures demonstrate
that, at the Debtors' current pace and despite having roughly $743
million in cash (pro forma including DIP financing proceeds) 10
months earlier when the cases started, the Second Lien Parties
said the Debtors likely will run out of money during the first
half of 2013 without additional financing and will be in default
of their DIP financing facility much sooner.

Kodak, the Second Lien Parties contend, anticipate further
operating cash burn of roughly $101 million during the requested
198-day extension of the Exclusive Periods.  When adjusted for the
Debtors' monthly expenses of roughly $20 million in restructuring
costs for the same period, roughly $10 million for OPEB and
related costs through the end of 2012 and roughly $5 million per
month in DIP interest, the Debtors' projected cash burn from
October 2012 through the end of the requested extension of the
Exclusive Periods escalates to roughly $306 million (or $384
million through the Debtors' projected effective date of June 30,
2013).  As such, the Debtors are projected to burn through all but
$8 million of their cash during the requested extension of the
Exclusive Periods.

"In fact, the Debtors do not expect to turn cash flow positive
until the second half of 2013 at the earliest, assuming they meet
their projections, which they historically have been unable to do.
If the Debtors are unable to meet these projections, their cash
balance will decline even further and faster than presently
projected by the Debtors," the Second Lien Parties said.

The Second Lien Parties also remind the Court that the sale of
Kodak's IP Portfolio, the cornerstone of the restructuring plan,
has been indefinitely delayed and its outcome is uncertain.  Since
the beginning of the chapter 11 cases, the Second Lien Parties
recount, Kodak has touted the sale of the IP Portfolio as the
"silver bullet" that would generate significant liquidity with
which to fund their chapter 11 cases, pay back secured creditors
and facilitate a successful restructuring.  The Second Lien
Parties also note that Kodak put forward testimony in support of
approval of the DIP Facility that the value of the IP Portfolio is
between $2.2 and $2.6 billion.

Based in large part on the Debtors' estimate of value, the Second
Lien Parties said they agreed to be primed by the DIP Facility and
consented to the first extension of the Exclusive Periods.  Based
on the same estimate of value, the parties also drafted and
negotiated a six-level "waterfall" provision allocating the
expected billions of dollars of intellectual property sale
proceeds in the order approving the DIP Facility.  The majority of
the Debtors' efforts during the first 10 months of the chapter 11
cases have been focused on this one sale process, all at the
expense of contingency planning: the Debtors should have been
dual-tracking their efforts and making progress on a viable "Plan
B" alternative.

In June 2012, Kodak sought approval of bidding procedures for the
sale of the IP Portfolio.  Since the Debtors had been unable to
generate sufficient interest in the market, the Bid Procedures
Motion contemplated a confidential auction process without a
stalking horse bidder.  Despite the auction having commenced in
early August, there has been no public announcement regarding the
results, and the hearing to approve the sale of the IP Portfolio
has been adjourned indefinitely.

"Creditors have been patient, especially considering the continued
losses and cash burn, but given the lack of plan negotiations and
the uncertainty of the IP sale timing and outcome, it is time to
democratize the plan process as Congress intended and allow
creditors the opportunity to propose a plan of reorganization,"
the Second Lien Parties said.

                           Loss of Faith

The Second Lien Parties also said they have lost all faith in the
ability of Kodak's current leadership to lead the restructuring
efforts or, in fact, to lead the Debtors at all.  They said the
Current Leadership has shown no ability or willingness to
prioritize tasks based on the importance of such tasks to the
Debtors' restructuring or to take speedy and decisive action when
necessary.  They also note that the lack of faith in the Debtors'
Current Leadership is not unique to the Second Lien Parties.  The
Debtors' Chief Executive Officer, Antonio Perez, and his tenure at
Kodak have been widely criticized by several financial news
sources and online publications including CBS and CNBC.

The Second Lien Parties also point to management's failed bid to
implement an incentive plan.  Given the workforce reductions, the
contemplated termination of employee and retiree benefits, the
massive losses and cash burn and the overall downward trajectory
of the cases, the Debtors' Current Leadership, according to the
Second Lien Parties, showed poor judgment by seeking to implement
a management incentive plan that would further enrich Mr. Perez
and the rest of the management team, including certain officers
who supposedly were crucial to the restructuring efforts but have
since been terminated or replaced.

Months ago, Kodak sought authority to, among other things,
implement a key employee incentive plan for senior officers that
would reward them with incremental bonuses in the event unsecured
creditors received anything greater than a 10% recovery under a
confirmed plan of reorganization.  The Debtors eventually
adjourned the KEIP without date, but only after it became clear
that the Second Lien Parties and others would object.

The Second Lien Parties include (a) the ad hoc committee of
certain holders of the (i) 9.75% Senior Secured Notes due March 1,
2018, issued pursuant to an Indenture dated March 5, 2010, as
amended, supplemented or otherwise modified from time to time, by
and among Eastman Kodak Company, as issuer, the guarantors as
defined in the 2018 Indenture, and Wilmington Trust, N.A., as
successor indenture trustee to The Bank of New York Mellon, N.A.;
and (ii) 10.625% Secured Notes due March 15, 2019, issued pursuant
to an Indenture dated March 15, 2011, as amended, supplemented or
otherwise modified from time to time, by and among Kodak, as
issuer, the guarantors as defined in the 2019 Indenture, and
Wilmington Trust, N.A., as successor indenture trustee to The Bank
of New York Mellon, N.A.; and (b) Wilmington Trust, N.A., as
successor indenture trustee to The Bank of New York Mellon, N.A.

Counsel to the Second Lien Noteholders Committee and Special
Counsel to the Second Lien Notes Trustee are Michael S. Stamer,
Esq., Abid Qureshi, Esq., and Brian T. Carney, Esq., at Akin Gump
Strauss Hauer & Feld LLP in New York; and James R. Savin, Esq., at
Akin Gump Strauss Hauer & Feld LLP in Washington, DC.

                        About Eastman Kodak

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

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

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

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

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

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

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

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


EASTMAN KODAK: Proposes $1.25MM Carveout for Retirees' Legal Fees
-----------------------------------------------------------------
Eastman Kodak Company is asking the Bankruptcy Court to permit the
issuing bank under the Company's DIP facility to issue a US Letter
of Credit naming Arent Fox LLP as the beneficiary, for and on
behalf of all professionals (including itself) retained under
section 328 of the Bankruptcy Code by the committee representing
Kodak retirees.

The DIP Facility and the prior court orders approving the
financing provide for a carve-out for allowed and unpaid claims of
any professional of the Debtors or the official committee of
unsecured creditors for unpaid fees and expenses incurred (i)
prior to the occurrence of an Event of Default and (ii) at any
time after the occurrence and during the continuance of an Event
of Default in an aggregate amount not exceeding $10,000,000.

The Letter of Credit is for $1.25 million.  If a Termination Event
has not occurred and the effective date of a confirmed plan of
reorganization or liquidation has not occurred by June 1, 2013,
the Debtors will request the issuing bank under the DIP Facility
to either amend the Initial Letter of Credit or issue a
replacement US Letter of Credit with a face amount equal to the
difference between $1.75 million and the aggregate amount drawn on
the Initial Letter of Credit with the same terms and conditions as
the Initial Letter of Credit: (i) with an expiration date that is
the earlier of: (x) ten (10) business days before the date that is
the Maturity Date under the DIP Facility; and (y) June 1, 2014 and
(ii) which names Arent Fox as the beneficiary (for and on behalf
of all Approved 1114 Professionals).  The Replacement Letter of
Credit will be issued on or prior to June 1, 2013.

Kodak will present the request for the bankruptcy judge's approval
at a hearing on Nov. 16, at 11:00 a.m.

                        About Eastman Kodak

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

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

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

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

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

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

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

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


ECOSPHERE TECHNOLOGIES: Reports $407,400 Net Income in Q3
---------------------------------------------------------
Ecosphere Technologies, Inc., reported net income of $407,461 on
$7.32 million of total revenues for the three months ended
Sept. 30, 2012, compared with a net loss of $242,992 on
$8.20 million of total revenues for the same period during the
prior year.

The Company reported net income of $2.07 million on $24.31 million
of total revenues for the nine months ended Sept. 30, 2012,
compared with a net loss of $5.53 million on $12.80 million of
total revenues for the same period a year ago.

The Company reported a net loss of $5.86 million in 2011,
following a net loss of $22.66 million in 2010, and a net loss of
$19.05 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$11.70 million in total assets, $4.41 million in total
liabilities, $4.05 million in total redeemable convertible
cumulative preferred stock, and $3.22 million in total equity.

"We are pleased with our overall performance this quarter, and our
year is tracking ahead of our original plans," stated Charles
Vinick, Chairman and CEO of Ecosphere Technologies.  "Year-to-
date, our licensing and manufacturing revenue is up 212% over the
same nine month period in 2011, total revenues over the same
period in 2011 are up 90% from $12.8M in 2011 versus $24.3M in
2012.  Our equipment margins are up, we sustained high
profitability in field services, we controlled SG&A, we posted yet
another quarter of net earnings, we generated over $3M of
operating cash flow, we increased our cash balance substantially,
and we reduced debt yet again."

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

                        http://is.gd/3nfAM7

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

                         http://is.gd/EJlG0u

                    About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.


ELBIT VISION: Reports US$250,000 Net Profit in Third Quarter
------------------------------------------------------------
Elbit Vision Systems Ltd. recorded net profit of US$250,000 on
US$1.76 million of revenue for the three months ended Sept. 30,
2012, compared with net profit of US$325,000 on US$1.55 million of
revenue for the same period during the prior year.

Elbit reported net profit of US$1 million on US$5.34 million of
revenue for the nine months ended Sept. 30, 2012, compared with
net profit of US$859,000 on US$4.23 million of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed US$3.62
million in total assets, US$4.28 million in total liabilities and
a US$664,000 shareholders' deficiency.

Sam Cohen, CEO of EVS commented on the results, "These results
verify that EVS remain on target to meet our goals.  Our global
strategy of diversification has promoted gains in areas with
strong growth and sheltered us from losses in territories with
weak economic performance.  We continue to invest resources in
building infrastructure in emerging markets to support our
expanding product portfolio.  Our marketing feedback indicates
that virtually every industrial line can benefit from our
innovative products in the foreseeable future."

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

                        http://is.gd/b1ACTc

                        About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.


ELEPHANT TALK: Incurs $5.5 Million Net Loss in Third Quarter
------------------------------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $5.47 million on $6.69 million of revenue
for the three months ended Sept. 30, 2012, compared with a net
loss of $7.27 million on $7.79 million of revenue for the same
period a year ago.

The Company reported a net loss of $16.47 million on
$22.36 million of revenue for the nine months ended Sept. 30,
2012, compared with a net loss of $18.70 million on $24.09 million
of revenue for the same period during the prior year.

Elephant Talk reported a net loss of $25.31 million in 2011, a net
loss of $92.48 million in 2010, and a net loss of $17.29 million
in 2009.  The Company reported a net loss of $10.99 million for
the six months ended June 30, 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$42.56 million in total assets, $18.18 million in total
liabilities and $24.37 million in total stockholders' equity.

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

                        http://is.gd/UzgoV7

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.


ELPIDA MEMORY: To Debate IP Deals Approved by Tokyo Court
---------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Elpida Memory Inc.
and a group of American creditors argued in Delaware bankruptcy
court Thursday over how the U.S. Bankruptcy Code applies in the
Chapter 15 case to patent deals already cleared by the Tokyo court
overseeing the foreign main proceeding.

                        About Elpida Memory

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

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

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


EMILY'S DELIGHT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Emily's Delight, LLC
        7310 Esquire Court, Suite 14
        Elkridge, MD 21075

Bankruptcy Case No.: 12-30074

Chapter 11 Petition Date: November 7, 2012

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

Judge: Robert A. Gordon

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  7910 Woodmont Avenue, Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  E-mail: steveng@cohenbaldinger.com

Scheduled Assets: $3,600,001

Scheduled Liabilities: $4,305,377

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

The petition was signed by Nicholas Liparini, authorized signer of
Brantly Dev. Corp.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
John Francis Liparini                 12-26529            09/10/12


EMERALD ISLE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Emerald Isle Partners, L.L.C.
        7634 North Las Brisas Lane
        Paradise Valley, AZ 85253
        Tel: (602) 684-2439

Bankruptcy Case No.: 12-24291

Chapter 11 Petition Date: November 7, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Joseph J. Moritz, Jr., Esq.
                  FRANCIS J. SLAVIN, PC
                  2198 E. Camelback Road, Suite 285
                  Phoenix, AZ 85016
                  Tel: (602) 381-8700
                  Fax: (602) 381-1920
                  E-mail: j.moritz@fjslegal.com

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

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

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

The petition was signed by Patrick J. Murphy, co-manager of
manager of debtor.


ENERGYSOLUTIONS INC: Files Form 10-Q, Had $10MM Net Income in Q3
----------------------------------------------------------------
EnergySolutions, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $10.04 million on $444.15 million of revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $2.84
million on $421.02 million of revenue for the same period during
the prior year.

For the nine months ended Sept. 30, 2012, the Company recorded net
income of $14.79 million on $1.32 billion of revenue, in
comparison with net income of $8.60 million on $1.34 billion of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$2.85 billion in total assets, $2.54 billion in total liabilities,
and $311.77 million in total stockholders' equity.

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

                        http://is.gd/srrYQG

                     About EnergySolutions, Inc.

EnergySolutions offers customers a full range of integrated
services and solutions, including nuclear operations,
characterization, decommissioning, decontamination, site closure,
transportation, nuclear materials management, the safe, secure
disposition of nuclear waste, and research and engineering
services across the fuel cycle.

                           *     *     *

As reported by the TCR on June 18, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Salt Lake City-
based EnergySolutions Inc. and its subsidiaries by two notches to
'B' from 'BB-'.  "The downgrade reflects weakening credit metrics
and the added uncertainty stemming from the unexpected change in
management since the company's strategic and financial priorities
are now less clear," said Standard & Poor's credit analyst James
Siahaan.


ENERGYSOLUTIONS INC: Posts $10-Mil. Net Income in Third Quarter
---------------------------------------------------------------
EnergySolutions, Inc., reported net income of $10.04 million on
$444.15 million of revenue for the quarter ended Sept. 30, 2012,
compared with a net loss of $2.84 million on $421.02 million of
revenue for the same period during the prior year.

The Company reported net income of $14.79 million on $1.32 billion
of revenue for the nine months ended Sept. 30, 2012, compared with
net income of $8.60 million on $1.34 billion of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.85
billion in total assets, $2.54 billion in total liabilities and
$311.77 million in total stockholders' equity.

"We are pleased with the progress that we made on a number of
fronts to improve our margins and increase our profitability,"
said David Lockwood, president and chief executive officer of
EnergySolutions.  "With the recently announced cost savings and
other efforts, we are putting in place the building blocks and
business plans that will be the foundation for more profitable
growth in 2013 and beyond.  We reaffirm the Adjusted EBITDA
guidance that we provided last quarter of $130 to $140 million for
2012."

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

                        http://is.gd/hQiYTB

                   About EnergySolutions, Inc.

EnergySolutions offers customers a full range of integrated
services and solutions, including nuclear operations,
characterization, decommissioning, decontamination, site closure,
transportation, nuclear materials management, the safe, secure
disposition of nuclear waste, and research and engineering
services across the fuel cycle.

                            *    *     *

As reported by the TCR on June 18, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Salt Lake City-
based EnergySolutions Inc. and its subsidiaries by two notches to
'B' from 'BB-'.  "The downgrade reflects weakening credit metrics
and the added uncertainty stemming from the unexpected change in
management since the company's strategic and financial priorities
are now less clear," said Standard & Poor's credit analyst James
Siahaan.


EPICEPT CORP: Agrees to Merge with Immune Pharmaceuticals
---------------------------------------------------------
Immune Pharmaceuticals Ltd. and EpiCept Corporation have entered
into a definitive merger agreement.  The transaction is
anticipated to close during the first quarter of 2013 and is
subject to satisfaction of certain customary closing conditions,
including the approval of a majority of EpiCept shareholders.

The combined company, to be named Immune Pharmaceuticals, Inc.,
will be primarily focused on developing antibody therapeutics and
other targeted drugs for the treatment of inflammatory diseases
and cancer.  Immune's lead product candidate, bertilimumab, is a
full human monoclonal antibody that targets eotaxin-1, a chemokine
involved in eosinophilic inflammation, angiogenesis and
neurogenesis.  Immune is currently initiating a placebo-
controlled, double-blind Phase II clinical trial with bertilimumab
for the treatment of ulcerative colitis.

The companies' collective oncology portfolios comprise: Immune's
NanomAbs, a new generation of antibody drug conjugates, and
EpiCept's vascular disruptive agents.  Immune Pharmaceuticals will
continue efforts to secure a partner for EpiCept's Phase III
clinical development candidate AmiKet, for which efficacy has been
demonstrated for the treatment of chemotherapy-induced neuropathic
pain and post-herpetic neuralgia.  Daniel Teper, PharmD, CEO of
Immune and Robert Cook, Interim President and CEO of EpiCept,
jointly commented: "This transaction will create a publicly traded
specialty biopharmaceutical company with a portfolio of four
clinical -stage drug candidates for the treatment of inflammatory
diseases and cancer.  Immune's bertilimumab, a first in class
monoclonal antibody, is being evaluated clinically to address
unmet medical needs in multiple severe disease indications.
EpiCept's Amiket has clinical data in over 1600 patients in
various neuropathies, Fast Track designation and Phase III Special
Protocol Assistance from the U.S. Food and Drug Administration as
well as a defined clinical path through the European Medicines
Agency for the treatment of chemotherapy induced neuropathic
pain."

The terms of the merger agreement provide for EpiCept to issue
shares of its common stock to Immune shareholders in exchange for
all of the outstanding shares of Immune, with EpiCept shareholders
retaining approximately 22.5 percent ownership of the combined
company and Immune shareholders receiving approximately 77.5
percent, calculated on an adjusted fully diluted basis.  Dr.
Daniel Teper will become the Chairman and Chief Executive Officer
of Immune Pharmaceuticals, which will have dual headquarters in
Herzliya-Pituach, Israel and in the New York City area, with
research laboratories in Rehovot, Israel.  Dr. David Sidransky,
Director of Head and Neck Research Division, Professor of Oncology
at the Johns Hopkins School of Medicine, and a former Vice
Chairman of the Board of Directors of ImClone Systems, will be the
Vice Chairman of the Board of Immune Pharmaceuticals.  The
combined company's board of directors will consist of not more
than six current Immune directors and at least one current EpiCept
director.  The Immune Pharmaceuticals management team will include
Robert Cook, EpiCept's Interim Chief Executive Officer, who will
become the combined company's Chief Financial Officer, and
Stephane Allard, M.D., EpiCept's Chief Medical Officer, who will
become Immune Pharmaceutical's Chief Medical Officer.  Serge
Goldner, Chief Financial Officer of Immune will take the new role
of Executive Vice President and Chief Operating Officer.  Suzy
Jones, a former Genentech executive, and Myrtle Potter & Company
will continue to advise Immune Pharmaceuticals on business
development and the combined company's Scientific Board will be
jointly led by Professor Marc Rothenberg (Cincinnati Children's
Hospital) and Professor Shimon Benita (Hebrew University).

SunTrust Robinson Humphrey served as financial advisor to EpiCept.
ROTH Capital Partners served as financial advisor to Immune.

                      About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.

The Company's balance sheet at June 30, 2012, showed $5.30 million
in total assets, $17.85 million in total liabilities and a $12.55
million total stockholders' deficit.


EPICOR SOFTWARE: Moody's Cuts CFR/PDR to 'B3'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded Epicor Software Corporation's
corporate family and probability of default ratings to B3 from B2
and rated its proposed holding company discount notes Caa2. The
new notes with expected proceeds of $340 million are being used to
fund a $325 million dividend to shareholders. The existing first
lien debt ratings remain Ba3 and the existing operating company
unsecured notes due 2019 ratings remain Caa1. The ratings outlook
is stable.

Ratings Rationale

The downgrade is driven by the very high leverage as a result of
the increase in debt. Pro forma for the debt to fund a planned
dividend and recent acquisition driven revolver draws, debt to
EBITDA is being increased to well over 7x. Given the increase in
debt and Epicor's limited organic growth prospects, Moody's
believes Epicor's ability to de-lever quickly is limited. To
materially reduce leverage, Epicor will need to organically grow
EBITDA and pay down debt significantly faster than the obligation
under the new notes increases.

The B3 corporate family rating reflects the very high leverage
(pro forma for the dividend and recent acquisition as well as
certain transaction and restructuring expenses), aggressive
financial policies and the continuing challenges of integrating
Epicor's and Activant's product lines. Although leverage is
reflective of B3 rated enterprise software companies, free cash
flow to debt (pro forma) is estimated to be 5%, in line with B2
rated software providers. While the PIK nature of the proposed
debt does not impact free cash flow levels, debt levels will
increase (approximately $39 million per year) unless the company
reduces debt at a faster rate than the PIK increases.

The high debt levels and aggressive financial policies more than
offset the strong vertical market positions the company (and its
predecessors) built as well as the diversity in the end markets
served. The strong market positions contribute to relatively
stable maintenance revenue streams, which experienced only minimal
impact during the recent downturn.

While Moody's expects leverage will reduce to 6.5x over the next
12 to 18 months , a stumble in integration or a slowdown in profit
growth because of weak market conditions could result in leverage
levels remaining above 7x. The ratings could be upgraded if the
company is able to consistently increase EBITDA and reduce debt
and leverage falls to a approach a low 6x level. The ratings could
face downgrade if leverage increases above 8x or free cash flow
deteriorates materially.

The company's debt instruments are rated in conjunction with
Moody's Loss Given Default Methodology and its assumptions about
the capital structure over time. Moody's ratings assume the
company will pay off the revolver and make term loan payments
modestly greater than required amortization schedule over the next
12 to 18 months. The individual debt instrument ratings reflect
their relative position in the capital structure.

Issuer: Epicor Software Corporation

  Downgrades:

     Probability of Default Rating, Downgraded to B3 from B2

     Corporate Family Rating, Downgraded to B3 from B2

  LGD and Assessment Revisions:

     US$870M Senior Secured Bank Credit Facility, Revised to to
     LGD2, 24 % from LGD3, 32 %

     US$75M Senior Secured Bank Credit Facility, Revised to LGD2,
     24 % from LGD3, 32 %

     US$465M 8.625% Senior Unsecured Regular Bond/Debenture,
     Revised to LGD5, 71 % from LGD5, 85 %

Issuer: EGL Midco, Inc.

  New Rating

Proposed Senior Discount Notes, Caa2, LGD6, 91 %

The principal methodology used in rating Epicor Software
Corporation was the Global Software Industry Methodology published
in October, 2012 Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Epicor is a leading provider of enterprise application software
for mid-sized companies was formed from the May 2011 merger of
Epicor and Activant Solutions . The company had revenues of $833
million for the twelve months ended June 30, 2012.


EQUINOX HOLDINGS: Moody's Affirms B3 CFR/PDR; Outlook Positive
--------------------------------------------------------------
Moody's Investors Service affirmed Equinox Holdings, Inc.'s B3
corporate family rating and B3 probability of default rating.
Moody's also assigned B1 ratings to the company's proposed first
lien senior secured credit facilities, consisting of a $100
million revolving credit facility due 2017 and a $500 million term
loan due 2019. Moody's assigned a Caa2 rating to the proposed $200
million second lien senior secured term loan due 2020. The ratings
outlook was changed to positive from stable.

Proceeds from the proposed bank debt will be used to refinance
existing debt, included the $425 million senior secured notes and
the holding company PIK notes.

The ratings affirmation reflects Moody's view that the proposed
refinancing does not materially change the company's credit
profile. Moody's favorably views the financing to the extent it
extends debt maturities, increases the size of the revolving
credit facility, and lowers interest expense. The financing,
however, is a modest credit negative in that Equinox will transfer
$40 million of its cash to Blink Holdings, Inc. and Juice
Creations LLC, which will be designated as unrestricted
subsidiaries. This transfer of cash combined with other
transaction-related expenses will reduce the restricted group's
cash balance to approximately $20 million from over $80 million as
of September 30, 2012. Notwithstanding this reduction in cash,
Moody's still expects Equinox to maintain a good pro forma
liquidity profile over the next twelve months due to expectations
for breakeven free cash flow (including discretionary capital
spending), significant capacity under its revolving credit
facility, and ample cushion under its proposed financial
covenants.

The rating also reflects Moody's expectation that leverage will
decline to or below 6.0 times over the next 12 to 18 months based
on sustained positive comparable club revenues and the maturation
of new clubs. Strong EBITDA growth is critical for deleveraging
since the bulk of cash flow will be used for discretionary capital
spending.

The outlook revision reflects Equinox's distinct market position
as a high-end fitness club operator and Moody's expectation that
it will sustain strong organic growth trends such that leverage
continues to improve from initial pro forma levels. The outlook
also reflects Moody's expectation that the company will refrain
from material debt-financed acquisitions near-term and that
capital spending will be within expectations.

Ratings affirmed:

Corporate family rating at B3

Probability of default rating at B3

Ratings assigned:

  Proposed $100 million first lien senior secured revolving
  credit facility due 2017 at B1 (LGD3, 31%)

  Proposed $500 million first lien senior secured term loan due
  2019 at B1 (LGD3, 31%)

  Proposed $200 million second lien senior secured term loan due
  2020 at Caa2 (LGD5, 82%)

Rating affirmed and to be withdrawn:

  $425 million senior secured notes due 2016 at B1 (LGD3, 31%)

Ratings Rationale

Equinox's B3 corporate family rating is principally constrained by
its high pro forma leverage, weak interest coverage, and modest
free cash flow due to significant discretionary capital spending.
The rating also reflects high geographic concentration with almost
50% of revenue derived from fitness clubs located in the New York
market. However, the rating is supported by the company's solid
comparable club revenues, favorable long-term growth fundamentals
for the fitness industry, upside from the maturation of clubs, and
Moody's expectation that revenue and profitability will continue
to improve.

The ratings could be upgraded if Equinox is able to sustain
positive comparable-club revenues, continue to execute on its
expansion strategy, and improve profitability such that debt to
EBITDA is sustained below 6.0 times and EBITDA less maintenance
capex to interest exceeds 1.5 times.

Moody's could change the outlook to stable if Equinox is unable to
reduce leverage below 6.5 times near-term. Equinox's ratings could
be pressured if its revenue and earnings growth are weaker than
expected such that financial leverage is sustained above 7.0 times
and EBITDA less maintenance capex to interest is below 1.0 times.
A material weakening of the company's liquidity profile could also
pressure the ratings.

Additional information can be found in the Equinox Credit Opinion
published on Moodys.com.

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

Headquartered in New York, Equinox Holdings, Inc. is an operator
of high-end full-service fitness clubs that offer an integrated
selection of Equinox-branded programs, services and products.
Revenues were $506 million for the twelve month period ended June
30, 2012.


EURAMAX HOLDINGS: Incurs $1.2 Million Net Loss in Third Quarter
---------------------------------------------------------------
Euramax Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.17 million on $219.17 million of net sales for
the three months ended Sept. 30, 2012, compared with a net loss of
$27.04 million on $246.78 million of net sales for the same period
a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $24.88 million on $641.64 million of net sales, in
comparison with a net loss of $37.50 million on $714.01 million of
net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $636.72
million in total assets, $712.54 million in total liabilities and
a $75.81 million total shareholders' deficit.

President and CEO Mitchell B. Lewis commented, "We had solid
operating results for the third quarter of 2012.  We were able to
achieve significant improvements in operating income and
improvements in adjusted EBITDA during the quarter despite
continuing economic challenges in Europe and severe drought
conditions throughout much of the United States.  Improvements in
our operating results reflect higher demand in the post frame
construction, RV and transportation markets in our U.S. Commercial
Products Segment and initiatives taken by the Company in both
Europe and the U.S. to reduce overhead costs and streamline
operations.  Additionally, in the third quarter we completed a
small but strategic acquisition which provides the Company
manufacturing expertise in our Residential Product Segment and
expands our product offering to our existing customer base.  We
believe the results of our third quarter are further indication
that the initiatives undertaken to reduce costs and stream line
operations have positioned the Company for a strong performance
once our end markets recover."

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

                        http://is.gd/wD1bjR

                      About Euramax Holdings

Euramax Holdings Inc. is an international producer of metal and
vinyl products sold to the residential repair and remodel, non-
residential construction and recreational vehicle markets
primarily in North America and Europe.  It considers itself a
leader in several niche product categories, including preformed
roof-drainage products sold in the U.S., metal roofing and siding
for wood frame construction in the U.S., and aluminum siding for
towable RVs in the U.S. and Europe.

As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings
from Moody's and "B-" long-term debt ratings from Standard &
Poor's.


EXQUISITE DESIGNS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Exquisite Designs By Castlerock and Company, Inc.
        8111 Landau Park Lane
        Spring, TX 77379

Bankruptcy Case No.: 12-38337

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Reese W. Baker, Esq.
                  BAKER & ASSOCIATES
                  5151 Katy Freeway, Suite 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100
                  E-mail: courtdocs@bakerassociates.net

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

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

The petition was signed by Brad F. Jones, president and sole
director.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Connie Payne                       Commercial Lease           $910
c/o Cristina Vogeler
5850 San Felipe Street
Houston, TX 77057


EXELON CORP: Moody's Confirms '(P)Ba1' Preferred Shelf Rating
-------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of Exelon
Corporation (Exelon: Baa2 senior unsecured), including its Prime-2
commercial paper rating, and confirmed the long-term ratings of
primary subsidiary, Exelon Generation Company, LLC (ExGen: Baa1
senior unsecured). Moody's also affirmed ExGen's short-term rating
for commercial paper at Prime-2. The rating action concludes the
review for possible downgrade at Exelon and ExGen, which was
initiated on June 11th. Exelon and ExGen's rating outlook is
negative.

Ratings Rationale

The rating confirmation reflects last week's announcement by
management to defer $2.3 billion in growth capital expenditures
thereby enhancing free cash flow generation from 2012 through
2015. The rating confirmation further acknowledges statements by
management during the company's third quarter earnings call that
revisiting its dividend policy would be among the range of options
for management and the board to consider in preserving its
investment-grade rating should power prices not recover in the
next six months as completely or as rapidly as Exelon's
fundamental views suggest. To that end, the rating confirmation
acknowledges these and other public statements concerning the
company's firm commitment to maintain an investment-grade rating
at all registrants within the Exelon family.

While weak market fundamentals are negatively affecting the entire
unregulated power space, Exelon remains unique relative to its
diversified peers, given its high reliance on the unregulated
power business for earnings and cash flow growth. Exelon is also
unique in terms of its scale and the size of its nuclear fleet.
Although up-rate investments at several nuclear plants remain
unchanged, free cash flow will be enhanced by the deferral of
$1.025 billion of capital investment for extended power nuclear
up-rates at LaSalle and at Limerick until 2017 and by the removal
of an additional $1.25 billion for new renewable projects. That
said, Moody's anticipates Exelon and ExGen's key credit metrics
will decline from recent historical levels during the next two
years due to expiring hedges and current market prices. Based on
the current market, Moody's estimates that even with the scaled
back capital spending program, ExGen's cash flow (CFO-pre W/C) to
debt will be in the low-mid 30% range over the next few years
while its retained cash flow to debt will average around 15%, with
very modest free cash flow generation, which together represent
credit metrics more reflective of a mid-Baa rated unregulated
power company. However, the nature of Exelon's fleet means that it
would benefit from any uptick in power pricing.

The reduction in capital expenditures will enhance ExGen's ability
to meet other funding requirements, which includes providing the
lion's share of the parent $1.8 billion dividend. This is
particularly the case over the next several years when capital
investments at regulated subsidiary Commonwealth Edison Company
(ComEd: Baa2 senior unsecured) are expected to be elevated and
dividend payments are prohibited from regulated subsidiary
Baltimore Gas & Electric Company (BG&E: Baa1 senior unsecured)
through 2014. In that vein, a decision by Exelon to modify its
dividend policy would further benefit ExGen, and in particular
ExGen's free cash flow metric.

The rating confirmation acknowledges the expected decline in
Exelon's liquidity arrangements owing to the Exelon-Constellation
Energy Group, Inc. merger this past March. Beginning in 2013,
Exelon's liquidity arrangements supporting its unregulated power
business will equal $6.1 billion, a decline of $4.2 billion from
the $10.3 billion level that existed immediately following merger
close. This decline, while substantial on a notional basis, is
largely reflective of the reduced collateral requirements that
occurs when a company that is long on generation is combined with
one that has a large retail network. At October 24, 2012, there
was $4.2 billion of availability under the $6.1 billion in Exelon
and ExGen facilities, after giving effect to $1.9 billion of ExGen
letters of credit issued. At October 24th, Exelon and ExGen had no
commercial paper outstanding. The $6.1 billion of credit
facilities that supports Exelon's unregulated power business
expires in August 2017. The legacy CEG $1.5 billion credit
facility, which was assumed by Exelon at merger close and was
unutilized at October 24th, will expire at year-end 2012.

The negative rating outlook for Exelon and ExGen factors in the
expected decline in certain key credit metrics that Moody's
anticipates occurring over the intermediate-term due to sustained
weak market fundamentals even with the decline in growth capital
spending. The negative outlook also acknowledges, that, despite
the low-cost fleet, Moody's believes ExGen would need to
experience some increase in power prices above current market
forwards in order to generate metrics consistent with their
current rating category. The negative rating outlook further
considers the sizeable dividend requirements at ExGen along with
the parent's reliance on a large unregulated platform which can
add to cash flow volatility.

In light of the negative rating outlook, the ratings at Exelon and
ExGen's are not likely to be upgraded in the near-term. The rating
outlook could, however, stabilize if the company continues to take
actions that we believe are supportive of sustained long-term
credit quality, particularly as it relates to capital allocation
decisions.

The rating could be downgraded if future capital allocation
decisions result in higher than anticipated negative free cash
being financed with incremental indebtedness. Specifically,
management has stated their intention to examine future dividend
policy in light of ongoing power prices, so if power price
expectations remain subdued and dividend policy is not
reevaluated, or if the modification is only modest despite
relatively sustained weaknesses, ExGen's ratings are likely to be
downgraded. To that end, the rating could be downgraded if
initiatives being pursued by management to improve cash flow and
strengthen the balance sheet prove to be less effective during
this down cycle resulting in sustained weakness in ExGen's
metrics, including cash flow to debt below 30%, retained cash flow
to debt below 15%, or free cash flow that is negative or
negligible.

Ratings Confirmed:

  Issuer: Exelon Corporation

     Issuer Rating at Baa2

     Senior Unsecured Regular Bond/Debenture at Baa2

     Shelf for senior unsecured, subordinated debt and preferred
     at (P)Baa2, (P)Baa3, and (P)Ba1

     Senior Unsecured Commercial Paper at Prime-2

  Issuer: Exelon Generation Company, LLC

     Issuer Rating at Baa1

     Senior Unsecured Regular Bond/Debenture at Baa1

     Shelf for senior unsecured and preferred stock at (P) Baa1
     and (P)Baa3

  Issuer: Pennsylvania Economic Dev. Fin. Auth.

     Senior Unsecured Revenue Bonds at Baa1

  Issuer: Constellation Energy Group, Inc. (Assumed by Exelon
          Corporation)

     Senior Unsecured Regular Bond/Debenture at Baa2

     Senior Unsecured Bank Credit Facility at Baa2

     Junior Subordinated Regular Bond/Debenture at Baa3

  Issuer: Exelon Capital Trust I

     Pref. Stock Shelf at (P)Baa3

  Issuer: Exelon Capital Trust II

     Pref. Stock Shelf at (P)Baa3

  Issuer: Exelon Capital Trust III

     Pref. Stock Shelf at (P)Baa3

Headquartered in Chicago, IL, Exelon is the holding company for
non-regulated subsidiary, ExGen and for regulated subsidiaries,
ComEd, PECO, and BG&E. At 09/30/2012, Exelon had total assets of
$78.4 billion.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.


FAST TRACK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Fast Track 2 Automotive, Inc.
        1309 E. Van Buren Street
        Phoenix, AZ 85006

Bankruptcy Case No.: 12-24331

Chapter 11 Petition Date: November 7, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Donald W. Powell, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th Street, #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: d.powell@cplawfirm.com

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

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

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

The petition was signed by Peter J. Kim-Knighton, president.


FELCOR LODGING: Moody's Affirms 'B3' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service upgraded the preferred stock and
preferred shelf ratings of FelCor Lodging Trust, Inc. to Caa2 and
(P) Caa2, respectively. Moody's also affirmed all other ratings of
FelCor Lodging L.P. (senior secured at B2) and FelCor Lodging
Trust, Inc. (corporate family at B3) with a stable outlook.

Ratings Rationale

The rating action on FelCor's Caa2 preferred stock rating reflects
that on October 31, 2012, the REIT paid all of the outstanding
accrued preferred dividends including the remaining arrearage of
$37.7 million. As a result of the repayment of the preferred
dividends in arrears, FelCor's preferred securities are no longer
in default under Moody's definition; therefore, Moody's raised
FelCor's preferred rating in accordance with its notching
practices for REITs with corporate family ratings below Ba2.

FelCor's corporate family rating of B3 reflects the solid
performance of the REIT's diverse portfolio with 6.2% RevPAR
growth in Q3'12, good asset quality benefiting from on-going
repositioning and capital recycling, as well as its experienced
management team. FelCor's RevPAR growth was underpinned by 6.9%
ADR increase and solid 74.8% occupancy. The REIT plans to spend
approximately $85 million on improvements and additions to its
hotel portfolio in 2012, in addition to $35 million in value-
enhancing redevelopment opportunities at the Morgans Hotel,
Embassy Suites -- Myrtle Beach and The Fairmont Copley Plaza. Of
those amounts, $100 million was spent in the first nine months of
the year. Moody's views these investments positively and expects
them to yield improved market penetration and stronger operating
results for FelCor. Year-to-date, FelCor also sold nine of its
non-strategic hotels for $198.5 million and utilized proceeds to
pay off the preferred dividend arrearage and reduce debt. Since
the beginning of its disposition program in December 2010, FelCor
sold 19 of the planned 39 hotels for total proceeds of $429
million. Moody's expects FelCor to continue its asset sale program
and to apply future proceeds to de-leveraging.

Counterbalancing these strengths, the REIT's debt protection
metrics, at September 30, 2012, remain challenged with significant
leverage (64.4% debt plus preferred/gross assets and 7.8x net
debt/EBITDA), high levels of secured debt (49% secured debt/gross
assets) and weak fixed charge coverage (1.1x).

The stable rating outlook reflects FelCor's continued success in
extending its maturities, as well as the positive trends in the
hospitality space benefiting the REIT's portfolio.

Positive rating movement would depend on continued improvement in
FelCor's operating fundamentals and successful de-leveraging as
evidenced by strengthening in its credit metrics with fixed charge
closer to 1.5x (including preferred dividends) and net debt/EBITDA
under 7x. Good liquidity would also be needed for an upgrade.

Downgrade pressure would occur from failure to strengthen its debt
protection measures (especially fixed charge coverage) over the
next few quarters, any liquidity concerns, operational reversals
or challenges in executing the asset disposition program.

The following ratings were upgraded with a stable outlook:

  FelCor Lodging Trust, Inc. -- preferred stock at Caa2, preferred
  shelf at (P)Caa2

The following ratings were affirmed with a stable outlook:

FelCor Lodging Limited Partnership -- senior secured debt at B2

FelCor Lodging Trust, Inc. -- corporate family rating at B3

Moody's last rating action with respect to FelCor was on April 26,
2011, when Moody's assigned a B2 rating to the new $500 million
senior secured notes of FelCor Lodging L.P.

FelCor Lodging Trust, Inc. [NYSE: FCH] is a real estate investment
trust headquartered in Irving, TX; it is the nation's largest
owner of upper-upscale, all-suite hotels. FelCor owns interests in
67 properties located in major markets throughout 22 states. At
September 30, 2012, FelCor reported total assets of $2.3 bn and
total equity of $524 mm.

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


FERRO CORP: S&P Revises Outlook on 'B+' CCR to Neg on Weak Results
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ferro
Corp. to negative from stable. "At the same time, we affirmed all
our ratings, including the 'B+' corporate credit rating, on the
company," S&P said.

"The outlook revision follows the company's report of weak third
quarter operating results and reflects our expectation that
earnings will remain challenged over the near term," said credit
analyst Danny Krauss.

"The outlook is negative. Our base case assumes that earnings will
improve modestly in 2013, albeit from very weak levels, as the
company continues its ongoing cost cutting initiatives and could
benefit from a potential divestiture of the negative EBITDA solar
paste segment. However, we could lower the ratings in the near
term if earnings remain at, or deteriorate from, subdued 2012
levels, due to continued weakness in Europe or challenging
industry conditions. Based on our downside scenario, we could
lower the ratings if revenues decline by 10%, and EBITDA margins
remain at current levels. In such a scenario, FFO-to-total
adjusted debt would decrease to below 12%. We could also lower the
ratings if free cash flow turns negative, EBITDA cushions under
the covenants decline to about 10%, or if the financial
institutions that Ferro leases its precious metals from, begin to
require cash collateral, thus reducing liquidity," S&P said.

"We could consider an outlook revision to stable if the
macroeconomic outlook strengthens, operating results stabilize,
and we gain confidence that EBITDA will moderately improve from
weak 2012 levels. Specifically, we could consider an outlook
revision if EBITDA margins improve by 150 basis points or more
from expected 2012 levels, coupled with a 5% increase in revenues.
In such a scenario, we expect that FFO-to-total adjusted debt
would consistently exceed 15%. The company's end-market
concentration in construction and electronics, which are cyclical
and have discretionary demand characteristics, could limit the
potential for an upgrade if the company does not take strategic
actions to diversify and strengthen its portfolio," S&P said.


FIBERTECH NETWORKS: Moody's Rates New Credit Facility 'B2'
----------------------------------------------------------
Moody's Investors Service rated Fibertech Networks, LLC's new
credit facility B2. At the same time, the company's corporate
family rating (CFR) and probability of default rating (PDR) were
affirmed at B2. Fibertech's ratings outlook continues to be
stable.

The new senior secured credit facility, comprised of a $50 million
revolving term loan a $380 million term loan B, replaces an
existing facility comprised of the $241 million balance of a term
loan B and an unused $52.5 million revolving term loan. Proceeds
from the new term loan together with cash on hand will fund a
special dividend of $159 million and repay the existing term loan.

Although the dividend recapitalization is credit negative, since
pro-forma leverage will be about 4.5x (on Moody's fully adjusted
basis), which is approximately the same as prevailed two years ago
when the Fibertech's B2 ratings were assigned, the transaction is
neutral to Fibertech's ratings. Accordingly, the CFR and PDR were
affirmed and the new credit facilities are rated at the same B2
level as the facilities they replace. Fibertech de-levered through
EBITDA expansion over the past two years, and Moody's expects this
pattern of de-leveraging and periodic re-leveraging through
special dividends to continue. Ratings for the existing credit
facility will be withdrawn in due course.

The following summarizes Fibertech's ratings and the rating
actions:

Assignments:

  Issuer: Fibertech Networks, LLC

    Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 49%)

  Other rating and outlook actions:

  Issuer: Fibertech Holdings Corp.

    Corporate Family Rating, Affirmed at B2

    Probability of Default Rating, Affirmed at B2

    Outlook, Affirmed at Stable

    Senior Secured Bank Credit Facility, Affirmed at B2 (LGD3,
    48%) (to be withdrawn in due course)

Ratings Rationale

Fibertech's B2 corporate family rating primarily reflects the
company's small aggregate scale, relatively weak free cash flow
resulting from aggressive growth, and the related likelihood of
debt increasing to fund capital expenditures and dividends.
Fibertech's track record of success in developing short haul fiber
networks is a positive consideration. So too is the good revenue
visibility via a solid backlog supported by long term contracts
with a diverse group of counter-parties. Leverage is reasonable
even after a dividend recapitalization in November, 2012.

Rating Outlook

The outlook is stable because Moody's expects Fibertech to
maintain leverage in the low-mid-4 range through a combination of
EBITDA growth coupled with more debt to fund expansion and
dividends to its private equity owner.

What Could Change the Rating - Up

Moody's would consider an upgrade if TD/EBITDA was expected to be
sustained below 4x (current pro-forma measures are in the 4.5x
range). A rating upgrade would also involve assurance of solid
liquidity arrangements and positive industry fundamentals.

What Could Change the Rating - Down

Moody's would consider a ratings downgrade if TD/EBITDA was
expected to be in excess of 5.0x, once again, on a sustained
basis. Any of a debt-financed acquisition (of more than nominal
size), adverse liquidity developments, or deteriorating industry
fundamentals could also cause downwards rating pressure.

Company Profile

Fibertech Networks, LLC is a wholly-owned privately held
subsidiary of Fibertech Holdings Corp. (Holdings), a holding
company that owns all of the equity in companies that comprise
Fibertech Networks, a Rochester, New York-headquartered
builder/operator of fiber optic networks in mid-size cities in the
Eastern and Central United States. Holdings guarantees Fibertech's
credit facilities and financial statements are issued Holdings'
name. Holdings is owned by Court Square Capital Partners, a
financial investor.

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


FIBERTECH NETWORKS: S&P Ups CCR to 'B+' Despite Increased Leverage
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
secured debt ratings on Rochester, N.Y.-based Fibertech Networks
LLC to 'B+ from 'B'. The outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating and '3'
recovery rating to the company's proposed $430 million secured
credit facilities, which consist of a $50 million revolving credit
facility due 2017 and a $380 million term loan due 2019. The '3'
recovery rating indicates our expectation for meaningful (50% to
70%) recovery in a payment default," S&P said.

"The upgrade reflects the company's continued strong revenue and
EBITDA growth through the first nine months of 2012, including the
addition of several large fiber-to-the-tower contracts with
wireless carriers," said Standard & Poor's credit analyst Gregg
Lemos-Stein. "We expect 20% revenue growth for all of 2012, with
an EBITDA improvement of nearly 25%. We expect double-digit growth
rates to continue for the next two years and also believe that its
EBITDA margins will remain at or near current levels, which are at
the lead of its peer group of rated fiber-optic service
providers."

"Although leverage will increase as a result of the proposed
recapitalization, which includes a $158.9 million dividend to the
company's owners, we believe leverage will remain in the 3.5x to
4.5x range longer term, which is consistent with the new rating
and our financial risk assessment of 'aggressive,' which has not
changed. We also expect free operating cash flow (FOCF) to be
minimal but still positive in 2013 and 2014 because of elevated
capital expenditures to support new business growth. This compares
with our expectation for more than $30 million in FOCF in 2012,
which was largely caused by several up-front payments by customers
in the first nine months of the year to support Fibertech's
capital spending," S&P said.

"The stable outlook is based on our belief that Fibertech will
continue to report double-digit revenue and EBITDA growth for the
next few years, although we also assume that FOCF will remain
minimal due to high capital expenditures to support this growth,"
S&P said.

"Although unlikely because of the company's long-term contracts,
we could lower the rating if increased competition caused a
negative pricing inflection for fiber-optic providers, leading
Fibertech to report a substantial decline in margins and sustained
cash outflows. For example, we believe that a decline in EBITDA
margins to the low-50% area with no reduction in spending on
growth initiatives could prompt a downgrade," S&P said.

"We consider prospects for an upgrade to be limited by the
company's private-equity ownership and our assessment of its
financial policy as aggressive, including our expectation that
debt to EBITDA is not likely to decline below the low 3x range for
a sustained period," S&P said.


FLETCHER INTERNATIONAL: Withdraws Bid to Employ Appleby Bermuda
---------------------------------------------------------------
Fletcher International, Ltd., notified the U.S. Bankruptcy Court
for the Southern District of New York that it has withdrawn its
motion to employ Appleby (Bermuda) Limited as special counsel.

Appleby has represented the Debtor since Dec. 14, 2000, and
specifically represents the Debtor in connection with the Winding
Up Petition filed against the Debtor in the Supreme Court of
Bermuda (the Bermuda Petition).  In the application, the Debtor
said Appleby will provide advice on Bermuda law issues impacting
the Debtor's Chapter 11 case.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case taps
Luskin, Stern & Eisler LLP as his counsel.


FLORIDA GAMING: Court Appoints David Jonas as Temporary Receiver
----------------------------------------------------------------
The Circuit Court of the Eleventh Judicial Circuit in and for
Miami-Dade County, Florida, entered an order appointing David
Jonas as Temporary Receiver for certain real and personal property
owned by Florida Gaming Centers, Inc., the wholly-owned
subsidiary, and primary operating asset, of Florida Gaming
Corporation.  The appointment was made effective as of Oct. 25,
2012, and the Court scheduled a hearing for Nov. 27, 2012, to
consider whether Mr. Jonas should be appointed as receiver through
the pendency of the litigation.

In its order, the Court ordered Mr. Jonas, as receiver, to
immediately take possession of all the accounts, books of account,
checkbooks, lease agreements, sales contracts, assets, files,
papers, contracts, records, documents, monies, securities, choses
in action, keys, pass codes and passwords, computers, all software
and data, archived and historical data, and all other property,
real, mortgaged, personal or mixed, of Centers, including, but not
limited to any and all funds being held by any third party on
behalf of Centers.  As receiver, Mr. Jonas is empowered, directed
and authorized by the Court to do any and all things necessary for
the proper management, operation, preservation, maintenance,
protection and administration of Centers' assets.  The affected
assets constitute substantially all of the Company's operating
assets.

As previously reported on Form 8-K, on Oct. 18, 2012, ABC Funding,
LLC, on behalf of certain of Centers' lenders, filed motions
requesting the immediate appointment of Mr. Jonas as receiver to
take operational control of Centers.  ABC Funding filed the
motions as Administrative Agent for the lenders under Centers'
primary credit facility.

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

The Company reported a net loss of $21.76 million in 2011,
compared with a net loss of $4.84 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$84.01 million in total assets, $118.36 million in total
liabilities, and a $34.34 million total stockholders' deficit.

As of June 30, 2012, the Company was in default on an $87,000,000
credit agreement regarding certain covenants.  The Company's
continued existence as a going concern is dependent on its ability
to obtain a waiver of its credit default and to generate
sufficient cash flow from operations to meet its obligations.

After auditing the 2011 results, King & Company, PSC, in
Louisville, Kentucky, noted that the Company has experienced
recurring losses from operations, cash flow deficiencies, and is
in default of certain credit facilities, all of which raise
substantial doubt about its ability to continue as a going
concern.


FREESEAS INC: Amends 2.3 Million Common Shares Resale Prospectus
----------------------------------------------------------------
FreeSeas Inc. filed with the U.S. Securities and Exchange
Commission amendment no. 1 to the Form F-1 registration statement
relating to the resale of up to 2,352,962 shares of the Company's
common stock by Dutchess Opportunity Fund, II, LP, the selling
stockholder.  The Company may from time to time issue up to
2,352,962 of shares of its common stock to the selling stockholder
at 98% of the market price at the time of that issuance determined
in accordance with the terms of the Company's Investment Agreement
dated as of Oct. 11, 2012, with Dutchess.

The Company's common stock is currently quoted on the NASDAQ
Global Market under the symbol "FREE."  On Nov. 8, 2012, the
closing price of the Company's common stock was $0.20 per share.

A copy of the amended prospectus is available for free at:

                         http://is.gd/DaSKjc

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet currently consists of six Handysize vessels
and one Handymax vessel that carry a variety of drybulk
commodities, including iron ore, grain and coal, which are
referred to as "major bulks," as well as bauxite, phosphate,
fertilizers, steel products, cement, sugar and rice, or "minor
bulks."  As of Oct. 12, 2012, the aggregate dwt of the Company's r
operational fleet is approximately 197,200 dwt and the average age
of its fleet is 15 years.

As reported in the TCR on July 18, 2012, Ernst & Young (Hellas)
Certified Auditors Accountants S.A., in Athens, Greece, expressed
substantial doubt about FreeSeas'  ability to continue as a going
concern, following its audit of the Company's financial statements
for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company has incurred recurring operating
losses and has a working capital deficiency.  "In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


FRIENDFINDER NETWORKS: Estimates Q3 Adjusted EBITDA of $22MM
------------------------------------------------------------
FriendFinder Networks Inc. announced a preliminary adjusted EBITDA
estimate for the third quarter of 2012.  The Company also
announced it has retained CRT Capital Group LLC (www.crtllc.com)
as its financial advisor to help explore opportunities to
refinance its long-term debt.

On Nov. 14, 2012, FriendFinder Networks will report its third
quarter 2012 results.  Expected highlights include Adjusted EBITDA
that the Company estimates will be more than $22 million for the
period ended Sept. 30, 2012, compared to Adjusted EBITDA of $20
million reported in Q3 2011 and $17 million reported in Q2 2012.

"We are actively exploring opportunities to refinance our long-
term debt and have entered into forbearance agreements with
certain of our senior lenders to facilitate this process," noted
Anthony Previte, chief executive officer of FriendFinder Networks.
"While we continue to see significant improvement in our operating
results and have adequate cash to make our excess cash flow
payment due today, we currently intend to refrain from making this
excess cash flow payment in order to conserve cash and take
advantage of current favorable market conditions to refinance our
debt.  To allow the Company to retain maximum liquidity and
financial flexibility and to more effectively approach the capital
markets, we have received forbearance agreements from the holders
of over 80% of our senior debt to permit suspension of this excess
cash flow payment.  This agreement recognizes our continuing
efforts to rationalize our capital structure and signals the
continued support of our senior lenders.  We will continue to pay
interest during the refinancing phase."

Under the terms of the Forbearance Agreements, the forbearing
holders of Notes have agreed not to take any remedial action and
to refrain from directing the trustee, U.S. Bank National
Association, to exercise certain remedies on their behalf, with
respect to the Notes as a result of the excess cash flow
prepayment default or the failure to pay interest in excess of a
rate per annum equal to 14% during the forbearance period.

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

Friendfinder's balance sheet at March 31, 2012, showed
$475.34 million in total assets, $624.96 million in total
liabilities, and a $149.62 million total stockholders' deficiency.

                           *     *     *

As reported by the TCR on Aug. 24, 2012, Standard & Poor's Ratings
Services lowered its rating on Boca Raton, Fla.-based FriendFinder
Networks Inc. to 'CCC' from 'CCC+'.

"The rating actions reflect the company's declining paid
subscriptions and the likelihood that operating results will
remain weak over the near term, pressuring covenant compliance,"
said Standard & Poor's credit analyst Daniel Haines.  "In
addition, we believe that the company faces significant risks
related to refinancing its large debt maturities due in September
2013.  We expect continued economic headwinds and declining
subscriptions to remain a drag on results," added Mr. Haines.


FTI CONSULTING: Moody's Rates $300MM Sr. Unsecured Notes 'Ba2'
--------------------------------------------------------------
Moody's Investor Service assigned a Ba2 rating to $300 million of
new senior unsecured notes offered by FTI Consulting, Inc.
("FTI"). Concurrently, FTI's Speculative Grade Liquidity rating
was raised to SGL-1 from SGL-2. All other ratings were affirmed,
including the Ba2 Corporate Family Rating ("CFR"). The ratings
outlook remains stable.

Proceeds from the new $300 million senior unsecured notes due 2022
will be used to retire the $215 million 7.75% senior unsecured
notes due 2016, repay the $75 million outstanding balance on the
revolver, and pay related fees and expenses. FTI is also
refinancing its $250 million revolver due 2015 with a new $350
million revolver due 2017 (unrated).

Rating assigned:

  - Proposed $300 million senior unsecured notes due 2022, Ba2
    (LGD4, 60%)

Rating upgraded:

    Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

Ratings affirmed:

  - Corporate Family Rating, Ba2

  - Probability of Default Rating, Ba2

  - $400 million 6.75% senior unsecured notes due 2020, Ba2
    (LGD4, 60%)

  - $215 million 7.75% senior unsecured notes due 2016, Ba2
    (LGD4, 60%) -- to be withdrawn upon closing of the
    transaction

Ratings Rationale

The upgrade in the Speculative Grade Liquidity Rating to SGL-1
from SGL-2 reflects much higher revolver availability post-
transaction as a result of the proposed $100 million upsize in the
revolver commitment, combined with the refinancing of the existing
$75 million outstanding balance. Furthermore, there are no
material debt maturities limiting the use of cash now that the
subordinated convertible notes have been repaid. At September 30,
2012, FTI reported cash on hand of $127 million, a portion of
which is held outside the US. Moody's expects free cash flow
generation of at least $120 million in 2013, which will likely be
used for share repurchases under the existing $250 million
authorization. Moody's does not anticipate that the $350 million
revolver will be drawn over the next four quarters, unless
temporarily tapped to fund tuck-in acquisitions. If FTI were to
rely on its revolver for longer-term financing, the Ba2 rating on
the senior unsecured notes would become pressured due to a higher
level of secured debt ahead of the notes.

The Ba2 CFR reflects the expectation that FTI will generate fairly
stable revenues throughout varying economic cycles, although
earnings tend to be more volatile. FTI has developed a good
balance of consulting services, with some segments experiencing
stronger demand during counter-cyclical periods while others see
more activity during pro-cyclical periods. Earnings and cash flow
are typically stronger during downturns since bankruptcy and
restructuring services generally carry higher margins.
Consequently, the current North American economic conditions of
tepid growth yet low business defaults is a challenging business
environment for FTI, and Moody's expects relatively soft revenue
and earnings in the near-term. However, Moody's expects revenue
and EBITDA to rebound modestly in 2013 after a mid-single digit
decline in the second half of 2012.

"North American litigation and M&A related projects are expected
to pick up again now that the US election is over, but concern
about the fiscal cliff creates ongoing uncertainty", stated
Moody's Vice President/Senior Analyst Suzanne Wingo. "However, FTI
may benefit from counter-cyclical activity in Europe and from
expansion efforts in developing regions", she added.

The stable outlook anticipates that FTI will continue to manage
financial leverage (total debt / EBITDA) in the 3-4 times range
and generate at least $100 million of free cash flow annually. The
ratings could be upgraded if FTI reports consolidated revenue and
earnings stability through a downturn in the restructuring cycle
while maintaining financial leverage below 2.5 times. Conversely,
the ratings could be downgraded if FTI experiences a material
decline in consolidated revenue and liquidity, or financial
policies become more aggressive such that financial leverage
(total debt/EBITDA) is maintained above 4 times and interest
coverage (EBITDA-capex / interest expense) falls below 2.5 times.

FTI Consulting, Inc. is a global business advisory firm providing
services through five business segments: corporate
finance/restructuring; forensic and litigation consulting;
strategic communications; technology; and economic consulting.
Headquartered in West Palm Beach, Florida, FTI is publicly held
(ticker: FCN) and reported revenue of nearly $1.6 billion in the
twelve months ended September 30, 2012.

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


FTI CONSULTING: S&P Revises Outlook on 'BB+' CCR to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
FTI Consulting Inc. to negative from stable. The corporate credit
rating remains at 'BB+'.

"At the same time, we assigned the company's proposed $300 million
senior unsecured notes due 2022 our 'BB' issue-level rating (one
notch below the corporate credit rating) with a recovery rating of
'5', indicating our expectation of modest (10% to 30%) recovery
for lenders in the event of a payment default. FTI Consulting will
use the proceeds to refinance its existing $215 million senior
unsecured notes due 2016 and repay outstanding revolver
borrowings. As part of the transaction, FTI Consulting will enter
into a new $350 million revolving credit facility due 2014. We are
not rating the revolving credit facility," S&P said.

"Our 'BB+' corporate credit rating on FTI Consulting is based on
our expectation that debt leverage will stabilize to near 3x over
the next 15-18 months through EBITDA growth and that covenant
compliance will remain adequate. Pro forma for the proposed
transaction, FTI Consulting will have substantial availability
under its $350 million revolving credit facility and about $125
million of cash and cash equivalents as of Sept. 30, 2012," S&P
said.

"The negative outlook reflects the possibility that we could lower
our ratings on FTI Consulting if it appears that the company's
2013 performance will not meet our expectations, rendering year-
end leverage above 3.0x-3.1x," said Standard & Poor's credit
analyst Andy Liu. "Standard & Poor's believes this would most
likely occur as a result of accelerated declines in the technology
segment, along with negative operating trends in the company's
other businesses, and debt-financed acquisitions, combined with
major share repurchases. We could also lower the rating if the
EBITDA margin falls below 14%. We believe this could happen if the
technology segment declines further as a result of increased
competition and if the corporate finance/restructuring business
experiences a steep decline in business."

"We could revise the rating outlook to stable if FTI Consulting
were able to reduce and maintain debt leverage below 3x, while
preserving adequate liquidity," S&P said.


GEORGIA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Georgia Hospitality LLC
        1077 Alabama Avenue
        Bremen, GA 30110

Bankruptcy Case No.: 12-13193

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: J. Carole Thompson Hord, Esq.
                  SCHREEDER, WHEELER & FLINT, LLP
                  1100 Peachtree Street, NE, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 954-9858
                  E-mail: chord@swfllp.com

                         - and ?

                  John A. Christy, Esq.
                  SCHREEDER, WHEELER & FLINT, LLP
                  1100 Peachtree Street, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 681-3450
                  Fax: (404) 681 1046
                  E-mail: jchristy@swfllp.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-13193.pdf

The petition was signed by Chirag Thakkar, manager.


GEOKINETICS INC: BlackRock Discloses 2.6% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Oct. 31, 2012, it beneficially owns 496,068 shares of common stock
of Giokinetics, Inc., representing 2.6% of the shares outstanding.
A copy of the filing is available for free at:

                         http://is.gd/n2r0es

                          About Geokinetics

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, is 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.

The Company's balance sheet at June 30, 2012, showed
$410.85 million in total assets, $580.10 million in total
liabilities, $88.19 million of Series B-1 Senior Convertible
Preferred Stock, and a stockholders' deficit of $257.44 million.

                           *     *     *

In the Oct. 5, 2011, edition of the TCR, Moody's Investors Service
downgraded Geokinetics Holdings, Inc.'s (Geokinetics) Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to
Caa2 from B3.

"The downgrade to Caa2 is driven by Geokinetics' lower than
expected margins in its international markets, constrained
liquidity and weak leverage metrics," commented Andrew Brooks,
Moody's Vice-President.  "The negative outlook highlights the
company's continuing tight liquidity and weak financial metrics
even in an improved oil and gas operating environment."

As reported by the TCR on Oct. 3, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings
on Geokinetics Holdings Inc. (Geokinetics) to 'CCC+' from 'B-'.
The rating action reflects uncertainty surrounding the costs,
damage to reputation, and effect on operations following a
liftboat accident in the Southern Gulf of Mexico that led to four
fatalities, including two Geokinetics employees and two
subcontractors.


GEOMET INC: Incurs $34.4 Million Net Loss in Third Quarter
----------------------------------------------------------
GeoMet, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $34.37 million on $9.66 million of total revenues for the three
months ended Sept. 30, 2012, compared with net income of
$2.42 million on $8.58 million of total revenues for the same
period during the prior year.

The Company reported a net loss of $141.22 million on $27.65
million of total revenues for the nine months ended Sept. 30,
2012, compared with net income of $3.95 million on $24.91 million
of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$108.08 million in total assets, $171.67 million in total
liabilities, $33.28 million in mezzanine equity, and a $96.86
million total stockholders' deficit.

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

                        http://is.gd/WMatmd

                       Annual Meeting Results

GeoMet, Inc., held its annual meeting of stockholders on Thursday,
Nov. 8, 2012.  At the Annual Meeting, the stockholders elected
eight nominees as members of the Board of Directors of the Company
to serve until the next annual meeting of the Company's
stockholders, namely:

     (1) James C. Crain;
     (2) Robert E. Creager;
     (3) Stanley L. Graves;
     (4) Charles D. Haynes;
     (5) Howard Keenan;
     (6) Michael Y. McGovern;
     (7) William C. Rankin; and
     (8) Gary S. Weber.

                          About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams ("coalbed methane"
or "CBM") and non-conventional shallow gas.  It was originally
founded as a consulting company to the coalbed methane industry in
1985 and has been active as an operator, developer and producer of
coalbed methane properties since 1993.  Its principal operations
and producing properties are located in the Cahaba and Black
Warrior Basins in Alabama and the central Appalachian Basin in
Virginia and West Virginia.  It also owns additional coalbed
methane and oil and gas development rights, principally in
Alabama, Virginia, West Virginia, and British Columbia.  As of
March 31, 2012, it owns a total of approximately 192,000 net acres
of coalbed methane and oil and gas development rights.

"As of May 11, 2012, we had $148.6 million outstanding under our
Fifth Amended and Restated Credit Agreement," the Company said in
its quarterly report for the period ending March 31, 2012.  "As of
March 31, 2012, we were in compliance with all of the covenants in
our Credit Agreement.  The Credit Agreement provides, however,
that if the amount outstanding at any time exceeds the "borrowing
base", we must provide additional collateral to the lenders or
repay the excess as provided in the Credit Agreement.  The
borrowing base is set in the sole discretion of our lenders in
June and December of each year based, in part, on the value of our
estimated reserves as determined by the lenders using natural gas
prices forecasted by the lenders."

"Due to the decline in the bank group's price projections, we
expect our outstanding loan balance at the June determination date
will exceed the new borrowing base, resulting in a borrowing base
deficiency.  We do not have additional collateral to provide to
the lenders and we expect that our operating cash flows would be
insufficient to repay the expected borrowing base deficiency, as
required under the Credit Agreement. As such, unless we amend the
Credit Agreement, we may be in default under the agreement when
the borrowing base is determined in June 2012.  In addition, the
elimination of the unused availability under the borrowing base,
which is a factor in our working capital covenant, may result in a
future default of that covenant under the Credit Agreement.  We
have begun discussions with our bank group; however, until the
borrowing base for June 2012 has been determined, we will not know
the amount of the deficiency.  As of March 31, 2012, the debt is
classified as long-term as we are not in violation of any debt
covenants.  Should we be in violation of any covenants which have
not been waived or have a borrowing base deficiency as of June 30,
2012, some or all of the debt will be reclassified to current.
There are no assurances that we will be able to amend our Credit
Agreement or obtain a waiver.  If we do obtain a waiver or an
amendment, there can be no assurance as to the cost or terms of
such an amendment."

"These conditions raise substantial doubt about our ability to
continue as a going concern for the next twelve months."


GLOBAL AVIATION: Files First Amended Joint Plan
-----------------------------------------------
BankruptcyData.com reports Global Aviation Holdings filed with the
U.S. Bankruptcy Court a First Amended Joint Plan of
Reorganization. A related Disclosure Statement was not filed as a
result of the October 19, 2012 Court order approving the
Disclosure Statement.

According to the Debtors, "On October 29, 2012, the Debtors
reached a global settlement with respect to the Plan with the DIP
Lenders, the Consenting Senior Secured Noteholders, the Second
Lien Lenders, the Creditors' Committee and certain of the Debtors'
Unions. As a result, the Debtors have revised their Plan to
reflect the global settlement reached among the Consenting
Parties."

BankruptcyData.com says the Court scheduled a Nov. 28, 2012
confirmation hearing to consider the Plan.

                         About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.


GLOBAL CLEAN: Incurs $1.2-Mil. Net Loss in Third Quarter
--------------------------------------------------------
Global Clean Energy Holdings, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.2 million on $118,075 of
total revenue for the three months ended Sept. 30, 2012, compared
with a net loss of $399,229 on $358,187 of total revenue for the
same period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $2.0 million on $793,097 of total revenue, compared
with a net loss of $1.5 million on $729,739 of total revenue for
the corresponding period of 2011.

"Deferred growing costs with a carrying value of $4,310,038 were
written down to the fair value of $4,238,909 resulting in an
impairment charge of $71,129, which was included in net loss for
the period."

"Plantation development costs (included in property and
equipment), which had a carrying value of $8,934,313 were written
down to the fair value of $8,478,489, resulting in an impairment
charge of $455,824, which was included in net loss for the period.

"There was no impairment charge and no related nonrecurring fair
value measurement, for the period ended Sept. 30, 2011."

"Interest expense for the three and nine-month periods ended
Sept. 30, 2012, increased to $224,288 and $632,415, respectively,
from $142,140 and $406,208 for the comparable three and nine month
periods ended Sept. 30, 2011."

"Another principal component of Other Income/Expense for the three
and nine- month periods ended Sept. 30, 2012, was $80,817 and
$595,290 of gain that we recognized from the settlement of
liabilities.  Gain on settlement of liabilities represents gains
we realized by discharging historic liabilities (most of which
were incurred while this company operated as a developmental-stage
bio-pharmaceutical company) at less than the accrued amount of
such liabilities.  We did not extinguish any other historical
debts during any of the 2011 reported periods."

The Company's balance sheet at Sept. 30, 2012, showed
$20.0 million in total assets, $14.7 million in total
liabilities, and stockholders' equity of $5.3 million.

"We incurred losses from continuing operations of $1,976,465 and
of $1,527,290 for the nine-months ended Sept. 30, 2012, and
Sept. 30, 2011 respectively, and have an accumulated deficit
applicable to its common shareholders of $26,877,863 at Sept. 30,
2012.  Because of the foregoing factors and our negative cash flow
from operations, our auditors have concluded that there is a
substantial doubt about our ability to continue as a going
concern."

As reported in the TCR on March 29, 2012, Hansen, Barnett &
Maxwell, P.C., in Salt Lake City, expressed substantial doubt
about Global Clean'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 significant losses from current operations, used a
substantial amount of cash to maintain its operations and has a
large working capital deficit.

A copy of the Form 10-Q is available at http://is.gd/pih7Lw

Long Beach, Calif.-based Global Clean Energy Holdings, Inc., is an
energy agri-business focused on the development of non-food based
bio-fuel feedstock.  GCEH is focusing on the commercialization of
oil and biomass derived from the seeds of Jatropha curcas
("Jatropha") -- a native non-edible plant indigenous to many
tropical and sub-tropical regions of the world, including Mexico,
the Caribbean and Central America.


GLOBAL FOOD: Incurs $688,900 Net Loss in Third Quarter
------------------------------------------------------
Global Food Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $688,912 on $106,260 of revenue for the three months
ended Sept. 30, 2012, compared with a net loss of $1 million on
$5,936 of revenue for the same period during the prior year.

The Company recorded a net loss of $2.14 million on $172,536 of
revenue for the nine months ended Sept. 30, 2012, compared with a
net loss of $2.90 million on $107,374 of revenue for the same
period a year ago.

Global Food reported a net loss of $3.68 million in 2011, compared
with a net loss of $3.74 million in 2010.

Global Food's balance sheet at Sept. 30, 2012, showed $1.41
million in total assets, $4.40 million in total liabilities, all
current, and a $2.99 million total stockholders' deficit.

Following the 2011 results, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in Newport Beach, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted the Company has an
accumulated deficit of approximately $68,000,000 at Dec. 31, 2011,
has negative cash flow from operations of approximately $2,800,000
for the year ended Dec. 31, 2011, and has negative working capital
at Dec. 31, 2011.  The Company's ability to continue operations is
predicated on its ability to raise additional capital and,
ultimately, to achieve profitability.

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

                        http://is.gd/J5L4cu

                         About Global Food

Headquartered in Hanford, California, Global Food Technologies,
Inc., is a life sciences company focused on food safety processes
for the food processing industry by using its proprietary
scientific processes to substantially increase the shelf life of
commercially packaged seafood and to make those products safer for
human consumption.  The Company has developed a process using its
technology called the "iPuraT Food Processing System".  The System
is installed in processor factories in foreign countries with the
product currently sold in the United States.


GMX RESOURCES: Incurs $60 Million Net Loss in Third Quarter
-----------------------------------------------------------
GMX Resources Inc. reported a net loss applicable to common
shareholders of $59.95 million on $14.59 million of oil and gas
sales for the three months ended Sept. 30, 2012, compared with a
net loss applicable to common shareholders of $68.92 million on
$28.36 million of oil and gas sales for the same period during the
prior year.

The Company reported a net loss applicable to common shareholders
of $206.68 million on $48.27 million of oil and gas sales for the
nine months ended Sept. 30, 2012, compared with a net loss
applicable to common shareholders of $138.76 million on $90.62
million of oil and gas sales for the same period a year ago.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

Michael J. Rohleder, President said, :The Akovenko 24-34-2H result
provides further proof of the value of our Williston Basin
leaseholds.  The Bakken deal flow that has occurred over the last
year as well as what other major operators have described as de-
risked has validated our belief that our acreage is in the center
of the play and directly in line with the ongoing expansion of the
Bakken play.  We have implemented a number of changes in the last
quarter in our drilling and completion processes that began to
manifest positively in the Basaraba, now in the Akovenko 2H, and
what we expect in the Lange 2H which is scheduled for completion
in December.  The third quarter oil production should represent
the trough for the Company.  We are projected to grow production
to 75,000 Bbls in the fourth quarter, and on just a one-rig
program we expect to grow Bakken production to 2,000 BOEPD by
November 2013.  The Company is on target to reduce our G&A by over
20% year over year, and as we continue to grow the net asset value
of the Company we will pursue strategies to reduce our leverage or
attractively refinance our debt."

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

                         http://is.gd/k01AnE

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

                        http://is.gd/5OHZmI

                          About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

                           *     *     *

As reported by the TCR on Sept. 25, 2012, Standard & Poor's
Ratings Services lowered its corporate credit rating on GMX
Resources Inc. to 'SD' (selective default) from 'CC', reflecting
its completion of an exchange offer for a portion of its 5.0%
convertible notes due 2013 and 4.5% convertible notes
due 2015.


GMX RESOURCES: Inks $30MM Commitment Agreements with Noteholders
----------------------------------------------------------------
GMX Resources Inc. entered into separate commitment agreements
with several holders of the Company's Senior Secured Notes due
2017, issued pursuant to the Indenture dated as of Dec. 19, 2011,
among the Company, the Guarantors party thereto and U.S. Bank
National Association, as Trustee and Collateral Agent.  Subject
to, and in accordance with, the terms and conditions contained in
these Commitment Agreements, each of the Committed Holders have
agreed, among other things, to grant the Company the option to
cause the Committed Holders to purchase from the Company in a
private placement an aggregate of $30,000,000 aggregate principal
amount of additional senior secured notes due 2017 and (ii) an
aggregate of 5,942,034 newly-issued shares of Common Stock at a
price equal to $0.48 per share.

As consideration for the Committed Holders' obligations pursuant
to the Commitment Agreements, the Company has agreed to pay to
each Committed Holder a cash fee equal to 3.0% of the funded
principal amount of the New Notes purchased by that Committed
Holder and, upon closing of the Private Placement, to issue to
each Committed Holder, for a purchase price per share of $0.01,
334.574 shares of Common Stock for each $1,000 principal amount of
New Notes purchased by that Committed Holder.

The closing of the transactions is subject to the completion of
definitive documents, the consents of holders of at least a
majority of Existing Notes to certain proposed amendments to the
Indenture, obtaining all necessary consents and approvals from
requisite governmental authorities and third parties, as well as
other customary closing conditions.  The Company understands that
Committed Holders, including GSO Capital Partners LP, hold in the
aggregate approximately 72% of the outstanding principal amount of
the Existing Notes.

Pursuant to the Commitment Agreements entered into on Nov. 7,
2017, the Company may, subject to its option and the satisfaction
of certain closing conditions, issue in private placement
transactions under Section 4(a)(2) of the Securities Act of 1933
up to 15,979,253 shares of its Common Stock.  Of these shares, (i)
an aggregate of 5,942,034 shares of Common Stock would be issued
at a price equal to $0.48 per share, and (ii) an aggregate of up
to 10,037,219 shares of Common Stock would be issued at a price
equal to $0.01 per share at the closing of the other transactions
as consideration for the financial commitments.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

                           *     *     *

As reported by the TCR on Sept. 25, 2012, Standard & Poor's
Ratings Services lowered its corporate credit rating on GMX
Resources Inc. to 'SD' (selective default) from 'CC', reflecting
its completion of an exchange offer for a portion of its 5.0%
convertible notes due 2013 and 4.5% convertible notes
due 2015.


GRANITE DELLS: Court Denies AED's Request for Case Dismissal
------------------------------------------------------------
The Hon. Redfield T. Baum of the Bankruptcy Court for the District
of Arizona denied Arizona Eco Development LLC's request for
dismissal of Granite Dells Ranch Holdings, LLC's Chapter 11 case.

AED Arizona Eco requested for the dismissal of the Debtor's case
because:

   1. the Debtor has failed to file a single operating report as
      required by Local Bankruptcy Rule 2015-1(a);

   2. the Debtor failed to file its disclosure statement by
      June 11, 2012, deadline; and

   3. Cavan Management Services, L.L.C., Granite Dells Ranch
      Holdings, LLC's purported managing member, is insolvent and
      is incapable of managing the Debtor.

                        About Granite Dells

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.

The Debtor's Plan provides for payment to unsecured creditors
(including any unsecured claim of AED) in quarterly installments
over eight years aggregating $5 million.  However, the Plan
provides that a holder of an investment promissory note (estimated
to total $21 million) will be given the option of participating in
the funding of the Reorganized Debtor.

Tri-City Investment & Development, LLC, a 39.25% equity holder in
the Debtor, also filed a Consolidated Supplemental Disclosure in
support of Tri-City's Plan, as amended.  Tri-City's consolidated
Disclosure Statement incorporates and restates all material terms
of the Tri-City's previous disclosure statements and incorporates
the terms of the agreement that was reached at the Aug. 20, 2012,
mediation.


GWF ENERGY: S&P Gives 'BB' Rating on $202.9-Mil. Credit Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB'
rating and preliminary '2' recovery rating to project finance
entity GWF Energy Holdings LLC's (Holdings) proposed $202.9
million in senior secured credit facilities due in 2017 and 2018.

"Holdings, which Highstar Capital owns, will use the proceeds
along with about $170 million in Highstar equity to purchase GWF
Energy LLC (GWF Energy, not rated), which owns three natural gas-
fired power plants with a combined capacity of 530 megawatt s (MW)
in California," S&P said.

"Business strengths are cash flows that get support from tolling
agreements with Pacific Gas & Electric Co. (PG&E; BBB/Stable/A-2)
which have a duration of 10 years each for the Tracy combined-
cycle plant (334 MW) and the twin Hanford and Henrietta plants
(each 98 MW)," S&P said.

"The stable outlook reflects highly predictable tolling agreement
revenues for years to come and our expectations that the Tracy
conversion will have a successful start-up," said Standard &
Poor's credit analyst Manish Consul.


GYMBOREE CORP: S&P Cuts CCR to 'B-' on Limited Profitability
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Francisco-based children's apparel retailer The
Gymboree Corp. To 'B-' from 'B'. The outlook is stable.

"At the same time, we lowered our issue-level rating on the
company's $820 million senior secured term loan to 'B-' from 'B'
and left the existing '3' recovery rating unchanged. We also
lowered the issue-level rating on Gymboree's $400 million senior
unsecured notes to 'CCC' from 'CCC+' and left the '6' recovery
rating unchanged," S&P said.
"
The rating on Gymboree continues to reflect our view of the
company's 'weak' business risk profile and 'highly leveraged'
financial risk profile. We do not expect these assessments to
change over the next 12 months," said Standard & Poor's credit
analyst Mariola Borysiak.

"The weak business risk profile reflects Gymboree's participation
in the very competitive and fragmented children apparel industry,
its vulnerability to cotton price inflation, and susceptibility to
fashion missteps. Over the past six quarters, Gymboree's EBITDA
margin fell almost 800 basis points to about 16.4% on July 28,
2012, as a result of high markdowns related to divergence from its
product styling, and high cotton prices that hurt gross margin
over the past four quarters," S&P said.

"Our outlook on Gymboree is stable. Despite our anticipation for
modestly improving margins, we believe that the sluggish economic
recovery and increasing competition will continue to strain
profitability over the next 12 months, hindering meaningful
improvement of the company's credit measures. Still, we expect the
company to maintain adequate liquidity," S&P said.

"We could downgrade the company if operating challenges pressure
Gymboree's free operating cash flow generation, eroding its
liquidity," S&P said.

"An upgrade is unlikely in the next 12 months, given our
expectation that credit metrics will not improve sufficiently in
the face of operational challenges. However, we could raise the
rating if total debt to EBITDA improves toward 6x and coverage of
interest increases to more than 2x," S&P said.


HEALTHCARE PARTNERS: S&P Cuts Counterparty Credit Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'BBB-' long-term
counterparty credit rating on HealthCare Partners LLC (HCP) after
first removing the rating from CreditWatch with negative
implications, where S&P placed it on May 22, 2012, and assigning a
stable outlook. "We then withdrew the rating at Davita's request,"
S&P said.

"We initially placed our rating on HCP on CreditWatch with
negative implications on May 22, 2012, when DaVita announced the
acquisition," said Standard & Poor's credit analyst Hema Singh.
"At that time, we stated that we would likely lower the ratings on
HCP by three notches to be consistent with our rating on DaVita
once the transaction was completed. The acquisition was completed
on Nov 1, 2012. HealthCare Partners' outstanding senior secured
term loan debt was repaid at transaction closing."

"HCP's key financial metrics based on year-to-date June 2012
operating results were in line with our expectations. Over the
intermediate term, we had expected adjusted debt to EBITDA, funds
from operations to adjusted total debt, and adjusted EBITDA
interest coverage to be about 1.5x, 50%, and well above 10x," S&P
said.


HESS INDUSTRIES: Sold in Chapter 7 for $19.2 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hess Industries Inc., a manufacturer of metal-forming
machines, filed for Chapter 7 liquidation (Bankr. D. Del. Case No.
12-12036) in July.  The company's trustee was authorized to sell
the assets last week for about $19.2 million and the waiver of
$7.2 million in claims.

According to the report, the purchasers are Zhejiang Jingu Co.
Ltd. and Pacific Wheel Inc.  The Niles, Michigan-based company was
acquired in 2005 by Monomoy Capital Partners LLC.  Hess stated in
the bankruptcy petition that assets and debt both exceeded
$10 million.


HOLLYWOOD FILM: Files for Chapter 11 in California
--------------------------------------------------
Hollywood Film Company filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-19922) on Nov. 9, 2012.  The Debtor estimated
less than $500,000 in assets and at least $1 billion in
liabilities.  The Debtor said that it opted to pursue a Chapter 11
restructuring due to the continuing deterioration of the economy
and the inability of the Debtor to pay its obligations as they
come due.


HOLLYWOOD FILM: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hollywood Film Company
        aka Hollywood Film Company, A Nevada Corporation
            HAV Holdings, Inc. & Subsidiaries
            Hollywood Film Company, A Nevada Corporation
            HAV Holdings, Inc. & Subsidiaries
        9265 Borden Avenue
        Sun Valley, CA 91352
        Tel: (818) 683-1130

Bankruptcy Case No.: 12-19922

Chapter 11 Petition Date: November 9, 2012

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: Jeffrey A. Kopczynski, Esq.
                  LAW OFFICES OF JEFFREY A. KOPCZYNSKI
                  345 North Cedar Street, 2nd Floor
                  Glendale, CA 91206
                  Tel: (818) 500-1631
                  E-mail: caresys@pacbell.net

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

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

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

The petition was signed by Vincent J. Carabello, president.


HONDO MINERALS: KWCO PC Discloses Going Concern Doubt
-----------------------------------------------------
Hondo Minerals Corporation filed on Nov. 9, 2012, its annual
report on Form 10-K for the fiscal year ended July 31, 2012.

KWCO, PC, in Odessa, Texas, said that the Company has limited
cash, no revenues, and limited capital resources raising
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $6.5 million on $nil sales is
fiscal 2012, compared with a net loss of $1.8 million in fiscal
2011.

The Company's balance sheet at July 31, 2012, showed $14.0 million
in total assets, $1.2 million in total current liabilities, and
stockholders' equity of $12.8 million.

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

Addison, Tex.-based Hondo Minerals, Inc., is engaged in the
acquisition of mines, mining claims and mining real estate in the
United States, Canada and Mexico.  The Company's portfolio of
assets include the Tennessee Mine in the Wallapai Mining District
near Chloride, Mohave County, Arizona, the Schuylkill Mine in the
Wallapai Mining District near Chloride, Mohave County, Arizona, an
eighty acre patented mining claim in Juab County, Utah, known as
the "Sullivan Lode," twenty-four mining claims in the Cripple
Creek, Teller County, Colorado area, and nine unpatented mining
claims in Iron County, Utah, referred to as "War Eagle."  The
Company also has the future option to expand the development of
its mine property by processing the sub-surface mineralization,
float from lode veins and surface exposure of highly mineralized
lode veins present on the site.


HORIZON LINES: Signs Separation Agreement with EVP and COO
----------------------------------------------------------
Horizon Lines, Inc., and Mr. Brian Taylor entered into a
Separation Agreement related to Mr. Taylor's employment as
Executive Vice President and Chief Operating Officer of the
Company.  Mr. Taylor is resigning from the Company effective
Nov. 30, 2012, and he intends to remain available for a limited
time thereafter in a consulting capacity.

Under the terms of the Separation Agreement, Mr. Taylor will not
receive any benefits under the Company's existing Executive
Severance Plan, but will receive:

   * Two years base salary of $370,000 per year, payable in
     accordance with regular payroll practices;

   * Amounts payable under the Company's 2012 Management Incentive
     Plan, payable to the same extent that bonuses are payable to
     other executive officers covered by the 2012 Management
     Incentive Plan for the 2012 fiscal year;

   * A lump sum payment of approximately $49,000, which is equal
     to 24 times the monthly premium for COBRA continuation
     coverage under the Company's health benefit plan;

   * A lump sum payment of $25,000 in order to obtain outplacement
     services; and

   * Reimbursement of legal expenses incurred in connection with
     the Separation Agreement of up to $15,000.

In consideration for the payments and other benefits accruing to
Mr. Taylor under the Separation Agreement, Mr. Taylor agreed not
to compete with the Company for a period of two years and provided
the Company with a general release.

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

Horizon Lines reported a net loss of $229.41 million in 2011, a
net loss of $57.97 million in 2010, and a net loss of
$31.27 million in 2009.

                             Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HOSTESS BRANDS: Union to Appeal Rejection of Labor Contracts
------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the Retail,
Wholesale and Department Store International Union and Industry
Pension Fund vowed Thursday to appeal a New York bankruptcy
judge's order allowing Hostess Brands Inc. to reject collective
bargaining agreements with the union.

Bankruptcy Law360 relates that the RWDSU's board of trustees filed
a notice of appeal from the order granting the debtor's second
motion to reject the CBAs with its local unions, which U.S.
Bankruptcy Judge Robert D. Drain issued Oct. 12 after an Oct. 3
bench ruling on the matter.

                       About Hostess Brands

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

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

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

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

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

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

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



HOSTESS BRANDS: Closes 3 Bakeries Amid Nationwide Strike
--------------------------------------------------------
Hostess Brands Inc. said Monday it will permanently close three
bakeries as a result of a nationwide strike initiated Nov. 9 by
the Bakery, Confectionery, Tobacco Workers and Grain Millers
International Union (Bakers Union) that has prevented the
facilities from producing and delivering products.

The bakeries to be closed are located in Seattle, St. Louis and
Cincinnati.  The Seattle facility employs 110 people and produces
Hostess cake products; the St. Louis facility employs 365 people
and produces Hostess cakes, Nature's Pride and Wonder breads; the
Cincinnati facility employs 152 people and produces Butternut,
Beefsteak Wonder breads.

"Our customers will not be affected because we will continue to
serve them from other Hostess Brands bakeries, but sadly this
action will result in the permanent closure of three facilities
and the loss of 627 jobs," said Hostess Brands CEO Gregory F.
Rayburn.  "We deeply regret this decision, but we have repeatedly
explained that we will close facilities that are no longer able to
produce and deliver products because of a work stoppage ? and that
we will close the entire company if widespread strikes cripple our
business."

"Some employees are apparently under the misimpression that if
they force Hostess to liquidate, another company will buy our
bakeries and offer them employment," Mr. Rayburn said.  "The fact
is, the bakery industry already has far too much capacity, and
there is a strong risk that many of our facilities may never
operate as bakeries again once they are closed.   I believe the
leadership of the Bakers Union knows this fact, but is willing to
sacrifice its Hostess employees for the sake of preventing other
bakery companies from asking for similar concessions."

Mr. Rayburn continued: "That hardest part of the decision to close
any facility is knowing that it will result in the loss of jobs
for those Hostess Brands employees who did not support the strike
and who wanted to help revive the Company," Mr. Rayburn said.
"They didn't ask for these strikes, but they are paying a terrible
price for them."

On Nov. 9, Hostess Brands issued a statement in response to the
Bakery union's strike.  "A widespread strike will cause Hostess
Brands to liquidate if we are unable to produce or deliver
products.  If that?s the case, the company will move promptly to
lay off most of its 18,300-member workforce and focus on selling
its assets to the highest bidders.

"We urge our employees to remain on the job to rebuild the
company.  Sixty-four percent of our workforce is composed of non-
union employees and employees represented by unions that ratified
our proposals for modified collective bargaining agreements.  We
believe they have earned the right to rebuild Hostess.

"We know the concessions are tough, but it would make more sense
for unhappy employees to simply leave the company voluntarily than
to strike and cause the company to close down, forcing everyone to
lose their jobs."

Additional information about the Company's labor issues can be
found at http://www.hostessstrike.info

                       Second Largest Union

Hostess Brands Inc.'s second-largest union is going on strike
against the beleaguered baking company, which has been attempting
to forge a path out of bankruptcy by cutting its labor costs.

According to a press release, members of the Bakery,
Confectionery, Tobacco Workers and Grain Millers International
Union (BCTGM) went on strike against Hostess Brands beginning Nov.
9.  Workers at other Hostess plant locations are honoring picket
lines established by striking local unions. More plants may strike
or honor the strike in other Hostess locations within the coming
days.

These workers, many of whom have worked at Hostess and its
predecessor companies for decades, struck in response to the
company's unilateral imposition of a horrendous contract that was
rejected by 92 percent of the union's Hostess members in
September.

"Hostess Brands is making a mockery of the labor relations system
that has been in place for nearly 100 years.  Our members are not
just striking for themselves, but for all unionized workers across
North America who are covered by collective bargaining
agreements," states BCTGM International President Frank Hurt.

The contract calls for extreme wage and benefit cuts which amount
to 27- 32% overall, with an 8% wage reduction imposed immediately.

The company unilaterally ceased making contributions, required by
their union contracts, to the workers' pensions in July 2011.

Hostess has also imposed draconian cuts in health benefits and
eliminated the eight-hour workday.

Hostess Brands is in bankruptcy for the second time in eight
years.  Since the first bankruptcy in 2004, BCTGM members across
the country have taken dramatic wage and benefit concessions and
watched as 21 Hostess plants were shut down and thousands of jobs
lost.  At the time of the first bankruptcy, Hostess workers were
assured by management that money saved via concessions or plant
closings would help make the company stronger, more vibrant, and
more competitive.

Instead, helpless Hostess employees watched as money that was
supposed to go towards capital investment, product development,
plant improvement and new equipment went to executive bonuses and
payouts to the hedge funds that own Hostess Brands.  They watched
as the company illegally withdrew from all Taft-Hartley pension
plans, saving more than $50 million in the first five months. The
BCTGM learned that the then Hostess CEO was to be awarded a 300%
raise, and at least nine other top executives were to receive
raises ranging between 35% and 80%.

Since the company ceased making contractually obligated payments
to the Hostess workers' pensions in July 2011, it has pocketed
approximately $160 million - money earned by and owed to its
dedicated workforce.

Striking members know that the Wall Street investors currently in
control of the company have no intention of building a world class
wholesale bread and cake company.  They will simply take the money
from the workers' severe concessions and the sale of assets, pay
themselves and then liquidate the company.

The company's business plan, when reviewed by a highly-respected
financial analyst retained by the company, was determined to have
little or no chance of succeeding in saving Hostess.

The current CEO, Greg Rayburn, was originally brought on as a
consultant because of his expertise in corporate liquidations.  He
has absolutely no experience running a baking company and the Wall
Street investors that own the company have absolutely no interest
of rebuilding the baking business.

"Our members have fought hard for decades through the collective
bargaining process to build a decent standard of living for
themselves and their families.  The deplorable actions taken by
Hostess would take our members back to the workplace standards of
the 1950's.

"Our members have now said NO to Hostess and the Wall Street
investors in the only means available to them, the strike.  The
BCTGM International Union stands in full and uncompromising
support of our striking members," concludes Hurt.

The BCTGM represents more than 80,000 workers in the baking, food
processing, grain milling and tobacco industries in the United
States and Canada.

                       About Hostess Brands

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

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

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

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

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

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

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

On Oct. 11, Hostess Brands and its five subsidiaries filed their
Joint Plan of Reorganization and related Disclosure Statement
wherein unsecured creditors with more than $2.5 billion in claims
will receive nothing.

Under the Plan, the Debtors will issue almost $700 million in
various levels of new secured debt.  Most will pay interest
through issuance of more debt.  The Debtors will raise $88 million
in cash plus enough to pay off the amount outstanding under the
$75 million loan financing the reorganization that began in
January.

Th Plan also provides that holders of $80.4 million of first-lien
debt will receive as much as $59 million in cash plus new first-
lien notes.  Holders of $340.7 million in other first-lien debt
will also be offered new first-lien debt.  In total, there is to
be at least $361.8 million in new first-lien debt on the Company's
emergence from Chapter 11.  For $191.4 million in existing third-
lien debt, holders will receive 75% of the new stock and about
$172 million in new third-lien notes.  The other 25%, plus a $100
million third-lien note, will go to the unions in return for
contract concessions.  Under the Plan, trade suppliers will
receive $5 million in new third-lien debt.  Other unsecured
creditors receive nothing, although the creditors' committee will
retain the right to sue lenders for invalidation of their claims
or liens.


HYDROGENICS CORP: Incurs $3.1-Mil. Net Loss in Third Quarter
------------------------------------------------------------
Hydrogenics Corporation reported a net loss of US$3.1 million on
US$7.9 million of revenues for the third quarter ended Sept. 30,
2012, compared with a net loss of US$1.8 million on
US$4.9 million of revenues for the same period a year earlier.

"Revenues for the third quarter increased 60%, to $7.9 million,
reflecting growth in the Company's OnSite Generation business unit
fueled by higher demand in industrial markets and growth in energy
storage; this was partially offset by a weakening of the Euro
relative to the US dollar."

Net loss for the nine months ended Sept. 30, 2012, was
US$9.4 million on US$21.9 million of revenues, compared with a
net loss of US$8.6 million on US$16.2 million of revenues for
the same period of 2011.

At Sept. 30, 2012, the Company's balance sheet showed
US$30.9 million in total assets, US$24.3 million in total
liabilities, and stockholders' equity of US$6.6 million.

According to the regulatory filing, there are material
uncertainties related to certain conditions and events that cast
substantial doubt on the Company's ability to continue as a going
concern.

"Our ability to continue as a going concern is dependent on the
successful execution of our business plan aimed at increasing
market penetration to achieve forecasted revenues, improving
operating cash flows, continuing to invest in research and product
development, entering into complementary markets, improving
overall gross margins, and securing additional financing to fund
our operations as needed."

"This plan includes the generation of profits and related positive
operating cash flows, which requires us to increase our revenues.
There are various uncertainties affecting our revenues, including
the current market environment, the level of sales orders, the
adoption of new technologies by customers, the continuing
development of products, price competition, and the ability of
customers to finance purchases.  In addition, we also require
additional funding in the form of debt or equity and there are
uncertainties surrounding our ability to access additional
capital, including the volatility of prevailing economic
conditions."

A copy of the third quarter 2012 consolidated financial statements
and results of operations is available for free at:

                        http://is.gd/rQaMYo

A copy of the press release announcing Hydrogenics' third quarter
2012 results is available for free at:

                        http://is.gd/uxm8en

Headquartered in Mississauga, Ontario, Hydrogenics Corp. provides
hydrogen generation, energy storage and hydrogen power modules to
its customers and partners around the world.  Hydrogenics has
manufacturing sites in  Germany, Belgium and Canada and service
centers in Russia, China, India, Europe, the US and Canada.


INNOVATIVE FOOD: Liggett Vogt Replaces RBSM as Accountants
----------------------------------------------------------
Innovative Food holdings, Inc., dismissed RBSM LLP, the Company's
independent registered public accounting firm.

The reports of RBSM LLP, on the Company's consolidated financial
statements as of and for the years ended Dec. 31, 2011, and 2010
contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principle.  RBSM LLP's audit report of the Company's financial
statements for the years ended Dec. 31, 2011, and 2010 included
language expressing substantial doubt as to the Company's ability
to continue as a going concern.
   
Inasmuch as the Company does not have an Audit Committee, its
Board of Directors participated in and approved the decision to
change independent registered public accounting firms.

During the years ended Dec. 31, 2011, and 2010 and through Nov. 7,
2012, there have been no disagreements with RBSM LLP, on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements if
not resolved to the satisfaction of RBSM LLP, would have caused it
to make reference thereto in connection with its report on the
financial statements for those years.
   
The Company engaged Liggett, Vogt & Webb, P.A., as its new
independent registered public accounting firm as of Nov. 7, 2012.
During the two most recent fiscal years and through Nov. 7, 2012,
the Company has not consulted with Liggett, Vogt & Webb, P.A.
regarding, among other things, the application of accounting
principles to a specific transaction, either completed or proposed
and the type of audit opinion that might be rendered on our
consolidated financial statements.

James Liggett, was a partner at RBSM LLP while RBSM LLP was the
Company's independent auditor and was the designated partner in
charge of the Company's account.  It is anticipated that Mr.
Liggett will continue to be involved with the Company's audit at
Liggett, Vogt & Webb.

                       About Innovative Food

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.

In its audit report for the 2011 financial statements, RBSM LLP,
in New York, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses from
operations since its inception and has a working capital
deficiency.

The Company reported net income of $1.49 million in 2011, compared
with a net loss of $2.11 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.36 million
in total assets, $8.25 million in total liabilities and a $4.89
million total deficiency in stockholders' equity.


INTERNATIONAL TEXTILE: Reports $2.1 Million Net Income in Q3
------------------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $2.09 million on $159.75 million of net
sales for the three months ended Sept. 30, 2012, compared with a
net loss of $14.51 million on $179.47 million of net sales for the
same period during the prior year.

The Company reported a net loss of $57.77 million on $478.51
million of net sales for the nine months ended Sept. 30, 2012,
compared with a net loss of $40.26 million on $495.07 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $367.41
million in total assets, $469.69 million in total liabilities and
a $102.28 million total stockholders' deficit.

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

                        http://is.gd/nED40Q

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.


INSPIREMD INC: Amends 7.2 Million Common Shares Prospectus
----------------------------------------------------------
InspireMD, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.2 to the Form S-1 registration statement
relating to the offering of 7,246,377 shares of the Company's
common stock.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "NSPR."  On Nov. 6, 2012, the last reported sale
price of the Company's common stock was $5.52 per share.

The Company has applied to list its shares of common stock on the
Nasdaq Capital Market under the symbol "NSPR."

A copy of the amended prospectus is available for free at:

                        http://is.gd/MXDfFg

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

The Company's balance sheet at Sept. 30, 2012, showed
$13.6 million in total assets, $14.4 million in total liabilities,
and a stockholders' deficit of $756,000.

The Company said the following statement in its quarterly report
for the period ended Sept. 30, 2012:

"Because we have had recurring losses and negative cash flows from
operating activities and have significant future commitments,
substantial doubt exists regarding our ability to remain in
operation at the same level we are currently performing.  Further,
the report of Kesselman & Kesselman C.P.A.s (Isr.), our
independent registered public accounting firm, with respect to our
financial statements at June 30, 2012, Dec. 31, 2011. and 2010,
and for the six month period ended June 30, 2012, and the years
ended Dec. 31, 2011, 2010, and 2009, contains an explanatory
paragraph as to our potential inability to continue as a going
concern.  Additionally, this may adversely affect our ability to
obtain new financing on reasonable terms or at all."


INTRAWEST CAYMAN: S&P Assigns 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Denver, Col.-based mountain resort operator and
real estate manager and developer, Intrawest Cayman, L.P. The
rating outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating to
Intrawest's proposed $500 million senior secured first lien credit
facility. The recovery rating is '1', indicating our expectation
of very high (90% to 100%) recovery for lenders in the event of a
payment default," said Standard & Poor's credit analyst Ariel
Silverberg. "The first-lien credit facility will consist of a $20
million revolver, a $55 million letter of credit facility, and a
$425 million first lien term loan, all of which will be due 2017."

"We are also assigning our 'CCC' issue-level rating to Intrawest's
proposed $150 million senior secured second lien term loan due
2018. The recovery rating is '6', indicating our expectation of
negligible (0 to 10%) recovery for lenders in the event of a
payment default," S&P said.

Proceeds from the new credit facilities will be used primarily to
refinance existing debt.

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

"Our assessment of Intrawest's financial risk profile as highly
leveraged reflects our expectation for adjusted leverage to remain
above 7x over the intermediate term and for EBITDA coverage of
cash interest to remain around 2x. Our measure of debt is adjusted
for operating leases, pension obligations, uncollateralized self-
insurance claims, and guarantees of affiliates. Our assessment
also reflects our expectation for discretionary cash flow to be
minimal over the intermediate term, which will likely preclude any
meaningful debt repayment," S&P said.

"In addition, our assessment of Intrawest's financial risk profile
reflects the uncertainty as to how the company will ultimately
address its approximately $1.1 billion in subordinated debt (as of
June 30, 2012), which is accreting at a high rate. While we view
Intrawest's subordinated debt as an overhang to the company's
credit profile, we do not explicitly include it in our leverage
and coverage measures, as it is primarily held by Intrawest's
owner. However, given its rapidly accruing rate of interest, we
view it as a mounting claim on future cash. We expect EBITDA
coverage of total interest, including all pay-in-kind interest, to
remain weak over the intermediate term, at below 0.5x," S&P said.


ISTAR FINANCIAL: Files Form 10-Q, Incurs $64.3MM Net Loss in Q3
---------------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $64.30 million on $86.24 million of total revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$54.66 million on $94.31 million of total revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $161.48 million on $274.93 million of total revenues,
in comparison with net income of $3.22 million on $327.29 million
of total revenues for the same period a year ago.

iStar Financial'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 noncontrolling interests, and $1.40
billion in total equity.

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

                        http://is.gd/tITwzv

                       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.

                           *     *     *

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.


JANNOTTA FAMILY: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Jannotta Family LLC
        5 Highland Creek Drive
        Henderson, NV 89052

Bankruptcy Case No.: 12-22526

Chapter 11 Petition Date: November 7, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: shari@mjohnsonlaw.com

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

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

The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-22526.pdf

The petition was signed by Jon J. Jannotta, managing member.


JC PENNEY: S&P Cuts Corp. Credit Rating to 'B-' on Weak Results
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Plano, Texas-based J.C. Penney Co. Inc. to 'B-' from
'B+'. The outlook is stable.

"At the same time, we lowered the issue-level rating on the
company's unsecured debt to 'B-' from 'B+' and maintained our '3'
recovery rating, indicating our expectation for meaningful (50% to
70%) recovery in the event of payment default," S&P said.

"The downgrade reflects recent performance that has remained poor
and our view that it will continue to be weak over the next 12
months," said Standard & Poor's credit analyst David Kuntz.
"Credit protection measures have eroded meaningfully because of
the company's decline in EBITDA, and we expect that they could
deteriorate further over the next year. It also incorporates our
belief that the company is likely to experience further
operational disruptions over the next several quarters as it
implements its new pricing and merchandising strategy."

"The ratings on Penney reflect Standard & Poor's assessment that
the company's business risk profile is 'vulnerable' and its
financial risk profile is 'highly leveraged.' Our business risk
assessment incorporates our analysis that the department store
industry is highly competitive with large, well-established
participants. Based on this environment, it is our view that
further performance difficulties may result in the loss of market
share to other players, such as Macy's, Kohl's, Dillard's, or
other department stores or specialty retailers," S&P said.

"The stable rating reflects our view that further operational
issues are likely over the next year, but that liquidity will
remain adequate. We anticipate the weak operational performance
will result in the erosion of already very weak credit protection
measures," S&P said.

"Although we don't consider an upgrade likely at this point, key
positives would include performance recovery much earlier than we
expect with no further meaningful changes in the management team.
Any consideration for an upgrade would require leverage below 6.0x
and coverage above 2.0x," S&P said.

"We could consider lowering our rating if performance weakened
considerably and we revised our assessment of the company's
liquidity. Under this scenario, same-store sales would remain in
the negative mid- to upper-20% range and margins would decline by
about 100 basis points. At that time, interest coverage would be
meaningfully below 1.0x and the company would begin to fund
operations with availability under its credit facility.
Additionally, any meaningful share repurchases over the near term
could have a negative effect on the rating or outlook," S&P said.


JEFFERSON COUNTY, AL: Leader Says Bankruptcy "Correct" Move
-----------------------------------------------------------
In an opinion piece printed in The Birmingham News, David
Carrington, president of the Jefferson County Commission, recounts
the county's bankruptcy filing and what that move has achieved so
far.  This includes the county taking control of its sewer system
from the hands of a receiver early in the bankruptcy case, and the
recent approval of a new sewer rate structure that will increase
most residential sewer bills less than $2 a month and result in an
overall projected sewer revenue increase of 5.9%, far less than
the 25% initial revenue increase advocated by the sewer receiver.

Mr. Carrington also notes the bankruptcy has given the commission
the legal flexibility needed to re-shape county government,
including the county's transition to "a new approach to delivering
quality health care to the indigent that cost-effectively
leverages existing resources to expand services."  The Commission
also used the bankruptcy court to reject and then renegotiate its
unfavorable Bessemer courthouse lease.  The Commission also has
reduced the General Fund budget 38% from the $312 million approved
by the previous commission for FY2010 to a comparable $193 million
in FY2013.

Mr. Carrington says Jefferson county, in the next few months, will
file its Bankruptcy Plan of Adjustment and will hopefully exit
Chapter 9 in late 2013 or early 2014.

"Bankruptcy is very expensive -- approximately $1 million a month
in professional fees -- but the county is investing millions now
to save its citizens billions in future debt and interest
payments," Mr. Carrington says.

"I am just as convinced today as I was one year ago today that the
commission's decision to file for bankruptcy protection was the
correct one.  I recognize that some of our county's citizens are
discouraged and pessimistic about our future, but I remain
optimistic," Mr. Carrington adds.

Mr. Carrington may be reached at: carringtond@jccal.org


KINETEK HOLDINGS: S&P Raises CCR to 'B' on Nidec Buyout
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Deerfield, Ill.-based Kinetek Holdings Corp. to 'B' from
'B-' and removed the ratings from CreditWatch, where they were
placed with positive implications on Sept. 21, 2012, following the
announcement by Nidec Corp. (unrated) of their plan to acquire
Kinetek Group (parent entity of Kinetek Holdings Corp.).
"Subsequent to this, we are withdrawing our corporate credit
rating on Kinetek at the issuer's request. All of Kinetek's debt
was repaid at the transaction's close and, as a result, we have
also withdrawn the issue-level and recovery ratings on Kinetek's
outstanding revolving credit facility and term loans. The outlook
at the time of withdrawal was stable," S&P said.

"The upgrade reflects our assessment that Kinetek's credit quality
will benefit from ownership by a much larger entity," said
Standard & Poor's credit analyst Carol Hom. "Nevertheless, the
limited scope of the upgrade reflects our uncertainty regarding
the level of support that the company can expect from its new
owner, as well as our restricted ability to assess the credit
quality Nidec."

"Subsequent to the raise in ratings, Standard & Poor's is
withdrawing the corporate credit rating at the issuer's request,"
S&P said.


M&M STONE: Files for Chapter 11 in Philadelphia
-----------------------------------------------
M&M Stone Co. filed a Chapter 11 petition (Bankr. E.D. Pa. Case
No. 12-20469) in Philadelphia on Nov. 9, 2012.

The Debtor on the Petition Date filed a motion to extend the
automatic stay to include Brian Carpenter, Debra Carpenter, Gary
Carpenter, and Judy Carpenter.  A lawsuit by Elliott Greenlief &
Siedzikowski P.C. seeks repayment of legal fees from bankrupt Drum
Construction, the Debtor and the Carpenters.  A note creditor,
Moyer & Son, Inc., is pursuing collection actions by a judgment
against the Debtor and the Carpenters.

The Debtor said that it has been negotiating sales of its real
properties that will form the cornerstone as financing necessary
for the Debtor to effectuate a plan of reorganization.  Critical
to this financing commitment is the Carpenters' ability to
personally guaranty the financing.

There's an expedited hearing scheduled Nov. 15, 2012 at 9:30 a.m.
to consider the Debtor's request to extend the automatic stay.

Gregory R. Noonan, Esq., at Walfish & Noonan, LLC, in Norristown,
serves as counsel.


METEX MFG.: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Metex Mfg. Corporation
        9 Park Place
        Great Neck, NY 10021

Bankruptcy Case No.: 12-14554

Chapter 11 Petition Date: November 9, 2012

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

Judge: Burton R. Lifland

Debtor's Counsel: Michael J. Venditto, Esq.
                  REED SMITH LLP
                  599 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 205-6081
                  Fax: (212) 521-5450
                  E-mail: mvenditto@reedsmith.com

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

Scheduled Liabilities: $100,000,001 to $500,000,000

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

The petition was signed by Anthony J. Miceli, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kentile Floors, Inc.                  92-46466          11/20/1992


MONITOR COMPANY: Has Deal to Sell Assets to Deloitte via Ch. 11
---------------------------------------------------------------
Global consulting firm Monitor Company Group L.P. sought Chapter
11 protection last week and has filed a motion to sell
substantially all of its assets to Deloitte Consulting LLP for
$116.2 million, absent higher and better offers.

Founded in 1983 by six entrepreneurs, and headquartered in
Cambridge, Massachusetts, Monitor advises for-profit, sovereign,
and non-profit clients on growing their businesses and economies
and furthering their charitable purposes.  Monitor has 1,200
personnel in offices across 17 countries worldwide.  Most of
Monitor's revenue is derived from Fortune 500 clients.

Monitor and its non-debtor affiliates as of June 2012 had $202
million in assets and $200 million in liabilities.  As of the
Petition Date the Debtor owes $37.28 million in revolving loans
and $12.25 million face amount in letters of credit under a
revolving credit agreement provided by Bank of America, N.A., as
lender and administrative agent.  The Debtor also owes $58 million
under an investment agreement with Caltius Partners IV, L.P., and
related entities.

Monitor said that the economic downturn beginning in 2008 has
adversely affected the consulting industry.  In recent years, the
firm has experienced declining revenues that have resulted in
severe liquidity constraints.  In 2009, partners of the firm
advanced an aggregate of $4.5 million as senior secured notes.
During the time, partners also agreed to defer, or continue to
defer, bonuses of $20 million.  Despite the significant economic
concessions by Monitor's partners and cost containment efforts,
Monitor experienced financial difficulties again in 2012 and has
continued to borrow and to defer payment to landlords and trade
vendors to fund operating losses.

Monitor says it does not have sufficient cash to make the Nov. 15
catch-up payment of $1 million owed to the landlord of its
Cambridge headquarters.  Monitor also failed to pay interest to
Caltius when due on Oct. 15, and a notice of default has been
sent.

Accordingly, the Debtors explored multiple restructuring
alternatives but ultimately determined to pursue a sale of
substantially all of their assets to Deloitte and DCSH Limited.

                           Sale to Deloitte

Under an asset purchase agreement, Deloitte has agreed to serve as
stalking horse bidder in a bankruptcy auction pursuant to Section
363 of the Bankruptcy Code.

The sale is structured so that Deloitte Consulting will acquire
substantially all of the Debtors' U.S. assets, as well as the
equity of substantially all of the operating subsidiaries of
Monitor.  The APA provides for a purchase price of $116.2 million,
subject to downward adjustment, plus the assumption of certain
liabilities.

The proposed sale, auction and bidding procedures provide for an
auction to take place on Nov. 28, for the court to enter an order
approving a sale to the highest bidder by Dec. 6, 2012, and for
the sale to close within 30 days after entry of the sale order.
Interested parties would be required to submit initial bids by
Nov. 26, at 4:00 p.m. and must have offers that exceed the
stalking horse bid by $6 million.

In the event that the Debtors pursue an alternative transaction,
Deloitte would receive a break-up fee and expense reimbursement of
$4 million.

                       About Monitor Company

Monitor Company and 19 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 12-13042) on Nov. 7, 2012.
Attorneys at Pepper Hamilton LLP and Ropes & Gray LLP serve as co-
counsel; Carl Marks Advisory Group LLC is the financial advisor;
and Epiq Bankruptcy Solutions, LLC, is the claims and notice
agent.  Monitor Company estimated assets and liabilities of
$100 million to $500 million.

None of the non-U.S. affiliates are Debtors in the Chapter 11
cases.  Monitor expects that these entities will continue to
operate in the ordinary course of business, providing top-quality
services to their clients.


MONITOR COMPANY: Meeting to Form Creditors' Panel Set for Nov. 15
-----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on November 15, 2012, at 1:30 p.m.
in the bankruptcy case of Monitor Company Group Limited
Partnership, et al.  The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 2112
         Wilmington, DE 19801

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.

Founded in 1983, Monitor Company Group LP --
http://www.monitor.com/ -- is a global consulting firm
headquartered in Cambridge, Massachusetts.


MONITOR COMPANY: Has Interim Approval of $15MM BofA DIP Loan
------------------------------------------------------------
Monitor Company Group LP, which filed for bankruptcy to implement
a merger with Deloitte Consulting LLP, won interim authority to
borrow up to $15 million in new revolving loans, plus the face
amount of $12.72 million in standby letters of credit from Bank of
America NA, acting as administrative agent.  The loan is being
arranged by Banc of America Securities LLC.

Monitor also won interim permission to use cash collateral in
which its prepetition lenders have an interest, and grant adequate
protection to the lenders with respect to the resulting diminution
in value of the prepetition collateral.

According to court papers, the Debtors' prepetition long-term
secured debt obligations total roughly $111 million.  About $50
million of that amount represents senior secured obligations of
the Debtors arising under the Fourth Amended & Restated Revolving
Credit Agreement, dated as of Oct. 25, 2011, with Bank of America
as pre-bankruptcy lender and administrative agent, and Banc of
America Securities as arranger.

The DIP facility provides for the roll-up of $12.60 million of
outstanding and undrawn letters of credit issued under the Senior
Credit Agreement.

The remaining roughly $60 million of the prepetition long-term
secured debt arises from secured subordinated notes issued in
connection with an Investment Agreement, dated as of Oct. 25,
2011, with Caltius Partners IV, LP, Caltius Partners Executive IV,
LP, and CP IV Pass-Through (Monitor), LP.  The Pre-Petition Second
Lien Debt is secured by a second priority lien on the Pre-Petition
Collateral.

As a result of liquidity constraints and other related business
challenges, Monitor determined, in an exercise of their business
judgment, that a sale of substantially all of their businesses and
assets to Deloitte Consulting LLP, a Delaware registered limited
liability partnership and DCSH Limited, a UK company limited by
shares, subject to higher or otherwise better offers, pursuant to
section 363 of the Bankruptcy Code would be in the best interests
of their creditors and other stakeholders.

Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that Deloitte has agreed to purchase Monitor's assets for
$116.2 million and assume some liabilities.

The DIP Facility matures on earliest to occur of:

     (i) the date that is 30 days after the Petition Date if the
Bankruptcy Court has not approved sale procedures;

    (ii) the date of consummation of the Sale, or a sale for all
or substantially all of the Borrower?s assets on terms that are
satisfactory to the DIP Agent in its sole discretion;

   (iii) the date that is 70 days after the Petition Date; or

    (iv) the acceleration of any Loans and the termination of the
Commitments in accordance with the terms of the DIP Credit
Agreement.

The DIP loan charges interest at Base Rate (defined as highest of
(i) the Bank of America prime rate, (ii) the one-month adjusted
LIBOR plus 1%, and (iii) the Federal Funds Rate plus 0.5%) plus
4.25% per annum.

The DIP Loan Agreement provides for these fees:

     -- Commitment fees of 1% per annum on the daily amount by
which the aggregate commitments exceed the aggregate amounts of
outstanding principal obligations under the DIP Facility, payable
monthly, to be shared pro rata by the DIP Lenders;

     -- Letter of credit fees of 4.25% per annum on the daily
amount available to be drawn under each letter of credit, payable
monthly, to the issuing DIP Lender;

     -- A fronting fee of .25% per annum on the daily amount
available to be drawn under each letter of credit, payable
monthly, to the issuing DIP Lender; and

     -- A structuring fee of $300,000, payable at closing, to Banc
of America Securities LLC.

Pursuant to the interim order, Monitor may use cash collateral
through Dec. 4.  The Court also will hold a final hearing on the
financing motion on that date.

                    About Monitor Company Group

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.
EPIQ BANKRUPTCY SOLUTIONS, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.


MONITOR COMPANY: Proposes Protocol to Test $116MM Deloitte Deal
---------------------------------------------------------------
Monitor Company Group LP and each of the debtor-affiliates, other
than MAST Services LLC, Monitor Group CIS LLC, and Monitor Group
Mexico LLC, ask the Bankruptcy Court to:

     -- approve procedures in connection with the sale of certain
        of the Debtors' assets free and clear of all liens,
        claims, encumbrances, obligations, liabilities,
        contractual commitments or interests of any kind or nature
        whatsoever;

     -- ratify the Sellers' entry into an asset purchase agreement
        with Deloitte Consulting LLP and DCSH Limited,

     -- authorize the payment of bid protections to Deloitte,

     -- establish notice procedures and approve forms of notice,

     -- approve procedures related to the assumption and
        assignment of executory contracts and unexpired leases,
        and

     -- authorize the Sellers to file confidential schedules to
        the Stalking Horse Agreement under seal.

As a result of liquidity constraints and other related business
challenges, Monitor determined, in an exercise of their business
judgment, that a sale of substantially all of their businesses and
assets to Deloitte Consulting LLP, a Delaware registered limited
liability partnership and DCSH Limited, a UK company limited by
shares, subject to higher or otherwise better offers, pursuant to
section 363 of the Bankruptcy Code would be in the best interests
of their creditors and other stakeholders.

The base purchase price set forth in the Stalking Horse Agreement
is $116.2 million, plus (i) assumption of certain liabilities and
(ii) certain cure costs for assumed contracts.  The Stalking Horse
Agreement provides for the Stalking Horse Bidder to receive a
combined breakup fee and expense reimbursement of $4 million.

The Debtors will hold an auction if qualified bids are received.
A Qualified Bid must have a value greater than or equal to the sum
of the value, as reasonably determined by the Sellers, of the
Stalking Horse Agreement, plus $4 million on account of the id
protections, plus $2 million as Initial Overbid.

The Debtors propose to hold an auction on Nov. 28, 2012,
commencing at 10:00 a.m. (prevailing Eastern Time), at the offices
of the Sellers' counsel, Ropes & Gray LLP in New York.

The Debtors' filing indicate that Bidding Procedures (including
the Stalking Horse Protections) must be approved by Nov. 13.
According to the case docket, the Debtors' request will be heard
by the Court on Nov. 20.

The Stalking Horse Deal proposes that a Sale Order must be entered
by Dec. 6, 2012; and the closing must occur by the earlier of (i)
30 days following entry of the Sale Order and (ii) Feb. 28.

                    About Monitor Company Group

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.
EPIQ BANKRUPTCY SOLUTIONS, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.


NATIONAL CINEMEDIA: S&P Gives 'BB-' Rating on $389MM Term Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating (the same as our 'BB-' corporate credit rating on the
company) to Centennial Colo.-based National CineMedia LLC's
amended and extended senior secured credit facilities. "The
facilities consist of a $265 million term loan due 2019, a $110
million revolving credit facility due 2017, and a $14 million
revolving credit facility due 2014 (already rated). We also
assigned a '3' recovery rating to the term loan and revolving
credit facility due 2017, indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default. The proposed transaction extends the maturity of the
company's term loan B to 2019 from 2015," S&P said.

"We affirmed all other related ratings on the company, including
the 'BB-' corporate credit rating. The rating outlook is stable,"
S&P said.

"We analyze National CineMedia Inc. (NCM Inc.) and operating
subsidiary National CineMedia LLC on a consolidated basis," S&P
said.

                           Rationale

"The rating on National CineMedia Inc. reflects Standard & Poor's
expectation that NCM Inc. will maintain its strong EBITDA margin,
its conversion of EBITDA to free operating cash flow, and its
leverage in the high 3x to 4x range over the intermediate term,
despite its aggressive dividend policy," said Standard & Poor's
credit analyst Jeanne Shoesmith. "We consider the company's
business risk profile as 'fair' (as per our criteria), based on
its historically strong EBITDA margin and good market position. A
high dividend payout and minimal cash retention by operating
subsidiary NCM LLC underpin our view of the company's 'aggressive'
financial risk profile, despite its relatively moderate leverage."

"Operating subsidiary NCM LLC is the larger of two competing in-
theater advertising networks in North America. Our assessment of
NCM Inc.'s 'fair' business risk stems from the company's high
EBITDA margin and long-term contracts with the three largest
national movie exhibitors in the U.S.: American Multi-Cinema Inc.,
a wholly owned subsidiary of AMC Entertainment Inc.; Regal Cinemas
Corp., a wholly owned subsidiary of Regal Entertainment Group; and
Cinemark USA Inc., a wholly owned subsidiary of Cinemark Holdings
Inc. These contracts provide significant barriers to entry to new
entrants in addition to revenue visibility. A key risk is that
once NCM Inc. is able to sell all or nearly all of its inventory,
declining theater attendance could hurt performance, because
national advertisers pay NCM based on a cost per thousand viewers
(CPM) advertising pricing metric. We believe that there is limited
pricing upside, given in-theater advertising's already high rates,
which are roughly comparable to broadcast television. Unlike many
other advertising media, NCM Inc. has minimal ability to expand
its ad inventory and, therefore, relies on inventory utilization,
ad rate increases, and winning theater chain clients from its key
competitor, to generate revenue growth," S&P said.

"The stable rating outlook reflects our expectation that NCM Inc.
will continue generating good cash flow from operations and
maintain leverage in the high-3x to 4x area over the next year. We
also believe it will maintain an adequate margin of compliance
with covenants," S&P said.

"We could lower our rating if adjusted debt to EBITDA rises above
4.5x because of a more aggressive policy that increases debt
through a debt-financed acquisition or higher dividends. A
downgrade would be especially likely if further EBITDA declines or
a narrowing of liquidity are accompanied by more aggressive
financial policies such as a high single-digit percentage rate
revenue decline and a high-teens percent EBITDA decline that are
not offset by reductions in dividend distributions to founding
members and NCM Inc. could raise leverage, resulting in a
downgrade," S&P said.

"Although unlikely over the intermediate term, we could raise our
rating if there is a deliberate move by management and
shareholders to improve and maintain higher liquidity, especially
at NCM LLC, by reducing the amount of cash flow distributed to
shareholders and the founding members," S&P said.


NEW ENERGY: Files for Ch. 11 to Sell; No Buyer Named
----------------------------------------------------
New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

NEC has taken a number of steps to address the adverse industry
conditions and liquidity constraints, and to return to
profitability including, (i) reducing headcount by 29% (from 126
to 90) in June 2011, (ii) reducing production rates to stem cash
burn as a result of negative commodity margins, (iii) utilizing
purchased ethanol in lieu of production to meet customer
commitments, (iv) cutting payroll costs by approximately 20% in
July 2012 via a reduction in compensation levels for all NEC
employees, and (v) reducing on-hand inventory and running on
leaner working capital.

In August 2011, NEC initiated a marketing process for the sale of
the ethanol facility.  However, no interested party was willing or
able to move forward to pursue a transaction.  During the end of
2011, industry conditions and the company's liquidity position
worsened to the point where it was evident a financial and
operational restructuring was required.

The U.S. Department of Energy, owed $33.3 million for secured
loans provided to the Debtor, in mid-October issued a notification
of termination event claiming a default under a second forbearance
agreement.  The DOE requested that the Debtor conduct a sale of
its assets as a going concern under Section 363 of the Bankruptcy
Code.  Because a complete shutdown and forced liquidation of the
Plant would be disastrous to the Debtor, its creditors, its
employees, and its estate, the Debtor agreed with the DOE and
commenced the Chapter 11 case in order to maximize the value of
its assets through a sale pursuant to Section 363.

The Debtor on the petition date filed motions to use its existing
bank accounts, pay prepetition wages, provide adequate assurance
to utilities, and use cash collateral.

The Debtor said that each of the first day motions is crucial to
allowing the Debtor to maintain its ethanol facility in an idle
state, thereby maintaining and preserving the value of the
Debtor's assets.

Aside from the DOE, the Debtor also owes LF Financial LLC $7.2
million on a secured working capital facility.

On the Petition Date, the Debtor had cash on hand or in deposit
in the amount of $3,937,244, and accounts receivable in the
approximate amount of $236,182 which, together with proceeds, are
cash collateral within the meaning of Section 363(c)(2) of the
Bankruptcy Code.

In its motion to use cash collateral, the Debtor said that it will
meet these deadlines in a sale of substantially all of the assets
of the estate:

   1. On or before Nov. 14, 2012, the Debtor will file a motion
      for approval of bid procedures and a sale of substantially
      all assets of the estate which will include a draft asset
      purchase agreement;

   2. Within 40 days after the entry of an order approving the bid
      procedures and sale, the Debtor must obtain from potential
      bidders satisfactory financial wherewithal information and
      non-binding term sheet(s) setting forth the key terms of the
      bid(s), including the purchase price, the cash and assumed
      debt components of the purchase price, and the proposed
      terms of any assumed debt;

   3. Within 45 days after entry of an order approving the bid
      procedures and sale, the Debtor must obtain from any
      qualified bidders a proposed mark-up of the asset purchase
      agreement constituting a qualified bid;

   4. Within 52 days after entry of an order approving the bid
      procedures and sale, the Debtor must hold an auction of
      substantially all of its assets; and

   5. Within 57 days after entry of an order approving the bid
      procedures and sale, the Debtor must obtain court approval
      of the sale of substantially all assets of the estate.

There's a meeting of creditors on 11 U.S.C. Sec. 341(a) on
Dec. 21, 2012 at 1:30 p.m.  The Chapter 11 plan and disclosure
statement are due April 22, 2013.


NEW GOLD: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed all ratings of New Gold Inc.
including the company's B1 corporate family and probability of
default ratings and B2 senior unsecured notes rating. Moody's also
assigned a B2 rating to the company's proposed $500 million senior
unsecured notes. Proceeds from the new notes will be used for
general corporate purposes. The ratings outlook is stable.

New Gold's B1 rating was affirmed as its leverage, pro-forma for
the debt issue, remains in line with Moody's expectations for the
rating (2012 adjusted Debt/EBITDA around 2x).

Ratings Rationale

New Gold's B1 corporate family rating primarily reflects the
limited diversity of its mines as well as its modest size,
relatively short reserve life, and exposure to volatile gold
prices. As well, the rating incorporates substantial execution
risk associated with the Blackwater expansion project and the
possibility of debt-financed acquisitions, which would increase
the company's development costs and operational risks. The company
however has a good operating margin, its mines are in politically
stable jurisdictions, and New Gold's meaningful exposure to base
metals reduces the volatility of its cash flows. Moody's expects
that New Gold will maintain good liquidity and adjusted leverage
(Debt/EBITDA) below 2.5x over the next 12 to 18 months. Beyond
this timeframe higher capital expenditures associated with
Blackwater and other development projects are likely to pressure
the company's cash flows and may cause the company's leverage to
increase.

The ratings outlook is stable because gold fundamental are
expected to remain relatively favorable over the next 12-18
months, enabling New Gold to produce largely breakeven free cash
flow and sustain its leverage between 2x -- 2.5x.

The ratings could be upgraded if New Gold increases its size and
mine diversity and continues to develop its projects on time and
on budget. As well, adjusted leverage (Debt/ EBITDA) would need to
be sustained below 3x.

The ratings could be downgraded if New Gold experiences
significant operational difficulties or if there is a material
deterioration in its liquidity position. A downgrade would also be
considered should adjusted Debt/ EBITDA (excluding El Morro non-
recourse financing) be sustained above 4x.

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

New Gold Inc. is a gold producer with four mines in the United
States, Mexico, Australia and Canada. The company also has a 30%
carried ownership in the El Morro gold and copper project in Chile
and is developing the Blackwater gold and silver project in
Canada. Revenue for the twelve months ended September 30, 2012 was
$718 million with about 400,000 ounces of gold produced.


NEWPAGE CORP: Sets Dec. 13 Plan Confirmation Hearing
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp. secured court approval of disclosure
materials last week and scheduled a Dec. 13 confirmation hearing
for approval of the revised reorganization plan filed in October.

According to the report, the plan was the product of a settlement
stitched together by a bankruptcy judge serving as mediator.  The
disclosure statement advises first-lien creditors they can expect
a 56.6% recovery by receiving all the new stock in exchange for
debt.  Second-lien noteholders and some unsecured creditors will
split up $30 million in cash and the first $50 million collected
by a litigation trust.  The disclosure statement tells holders of
$1.06 billion in second-lien debt that their recovery amounts to
5.9%.

The report relates that depending on which election some creditors
make, the recovery by holders of $29.3 million in unsecured claims
is 5.3%, according to the disclosure statement.  Trade suppliers
with $21.4 million in claims who agree to provide credit in the
future will receive 15% on their claims over two years.  Holders
of $207.9 million in senior subordinated debt are slated for a
0.2% recovery.  After the initial $50 million from the trust,
additional distributions will be shared by the first- and second-
lien noteholders and some unsecured creditors.

The report notes that NewPage will fund the litigation trust with
$40 million cash and specified lawsuit recoveries.  NewPage will
also loan the trust $5 million to be used for administrative
expenses.  The official creditors' committee supports the newly
negotiated plan.  The original plan NewPage filed in August
satisfied neither secured nor unsecured creditors.  NewPage was
taking the position that unsecured creditors were "hopelessly out
of the money."  The settlement brought an end to contentions by
the official creditor's committee that that the lenders financed
an acquisition in 2007 and a refinancing two years later that
included fraudulent transfers.

                         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.


NUSTAR LOGISTICS: Fitch Lowers Rating on Sr. Unsec. Debt to 'BB'
----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of NuStar Logistics, L.P.
(Logistics) and NuStar Pipe Line Operating Partnership, L.P.
(NPOP), the operating partnerships of NuStar Energy L.P. (NuStar),
which is a publicly traded master limited partnership (MLP).  The
Outlooks for Logistics and NPOP are Stable.

Fitch has taken the following rating actions:

Logistics

  -- Long-term Issuer Default Rating (IDR) downgraded to 'BB' from
     'BB+';

  -- Senior unsecured debt downgraded to 'BB' from 'BB+'.

NPOP

  -- Long-term IDR downgraded to 'BB' from 'BB+';

  -- Senior unsecured debt downgraded to 'BB' from 'BB+'.

Approximately $1.6 billion of senior unsecured debt at the
combined partnerships is affected by the rating actions.

The downgrade to 'BB' reflects expectations for leverage to
increase as a result of the company's announced acquisition of
Eagle Ford assets for approximately $425 million.  The assets are
being acquired from TexStar Midstream Services LP and the
transaction will occur in two phases. Both parts of the
acquisition are expected to close by 1Q'13.

Additional investments in the assets are expected to be in the
range of $400 to $500 million over the next 18 - 24 months.  The
company plans to fund the acquisition with revolver borrowings and
with the future issuance of junior subordinated notes.

Fitch previously forecasted leverage defined as adjusted debt to
adjusted EBITDA to be approximately 4.3x by the end of 2013.  With
the pending acquisition and expectations for significant capex,
Fitch has revised its leverage forecast to be in the range of 4.8
to 5.0x by the end of 2013.  This forecast is dependent on the
structure of future note issuance and a significant increase in
EBITDA in 2013 against 2012.

Ratings concerns center on high leverage metrics, the execution
risks associated with the pending acquisition, and the significant
increase in capex.  Given NuStar's substantial investment in the
pending transaction and the need for the company to make
additional investments in its latest acquisition to realize its
full earnings potential, Fitch believes there is increased risk
that EBITDA growth may not meet expectations.

Factors which support the rating are NuStar's strong base of
primarily fee-based and regulated pipeline, terminalling and
storage assets.  These assets accounted for 80% of segment EBITDA
in 2011 and could increase to 90 - 95% by the end of 2013.  The
company sold 50% of its asphalt operations in 3Q'12 and plans to
sell its San Antonio refinery.  Other factors include expectations
for significant growth in EBITDA in 2013 for the storage and
transportation segments, and sizeable and geographically diverse
assets.

Liquidity

As of Sept. 30, 2012, NuStar had $107 million of cash on the
balance sheet.  In addition, it had $1.1 billion of availability
on its $1.5 billion revolver.  The company's $1.5 billion
revolving credit facility expires in 2017.  Leverage as defined by
the bank agreement is to be no greater than 5.0x for covenant
compliance.  However, if NuStar makes acquisitions which exceed
$50 million, the bank defined leverage ratio increases to 5.5x
from 5.0x for two consecutive quarters.  NuStar has stated that
leverage at the end of 3Q'12 was 4.3x as defined by the bank
agreement.  Fitch expects that NuStar will be covenant compliant
going forward.

In December 2012, the 21 million UK 6.65% term loan is due.  In
2013, $230 million of notes are due in March and $250 million are
due in June.

Capital Expenditures

Capital expenditures have been increasing.  In 2011, capex was
$336 million.  NuStar has stated that in 2012, strategic capex is
projected to be around $400 million and reliability capex is to be
$45 million to $50 million.  With the pending acquisition of the
TexStar assets and plans to invest significantly in the assets,
Fitch expects capital expenditures to again increase in 2013.

Logistics and NPOP are wholly owned subsidiaries of NuStar.
NuStar guarantees the debt of Logistics and NPOP, and the debt
instruments for the two operating partnerships have cross defaults
and cross guarantees which closely link the ratings.

What Could Trigger A Rating Action

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

  -- Significant leverage reduction. Should leverage fall below
     4.5x for a sustained period of time, Fitch may take positive
     rating action.

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

  -- Further deterioration of EBITDA;
  -- Inability to meet growth expectations associated with the
     pending acquisition given the substantial investment;

  -- Significant increases in capital spending beyond Fitch's
     expectations or further acquisition activity which have
     negative consequences for the credit profile;
  -- Increased leverage beyond 5.5x for a sustained period of
     time.


OMTRON USA: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Omtron USA, LLC, a Delaware Limited Liability Company
        dba Townsends
        1100 East 3rd Street
        Siler City, NC 27344

Bankruptcy Case No.: 12-13076

Chapter 11 Petition Date: November 9, 2012

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

Debtor's Counsel: John H. Strock, III, Esq.
                  FOX ROTHSCHILD LLP
                  919 N. Market Street, Suite 1300
                  P.O Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  E-mail: jstrock@foxrothschild.com

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

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

The petition was signed by Bogdan Prokosa, manager.

Debtor?s List of Its 15 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Town of Mocksville             Equipment Lease        $760,000
171 South Clement Street
Mocksville, NC 27028

Benesch Fredlander et al.          Legal Fees             $170,000
One American Square, Suite 2300
Indianapolis, IN 46282-0018

Parker Poe Adams & Bernstein LLP   Legal Fees             $117,000
Three Wells Fargo Center, Suite 3000
401 S. Tryon Street
Charlotte, NC 28202-1942

Hess Oil                           Utilities               $87,000

North Carolina Dept. of Revenue    Taxes                   $60,065

Cintas Corporation #045            Trade Debt              $32,025

Progress Energy Carolinas          Utilities               $14,908

Norfolk Southern Corporation       Agreement               $10,190

CenturyLink                        Utilities                $1,434

Town of Siler City                 Utilities                $1,084

Town of Mocksville                 Utilities                $1,060

Verizon Wireless Bankruptcy Admin. Utilities                  $514

PSNC Energy                        Utilities                  $147

Chatham County Utilities           Utilities                   $54

Piedmont Natural Gas               Utilities                   $22


OSI RESTAURANT: Moody's Upgrades CFR to 'B2'; Outlook Positive
--------------------------------------------------------------
Moody's Investors Service upgraded OSI Restaurant Partners, LLC's
("OSI") Corporate Family and Probability of Default ratings to B2
from Caa1. This concludes Moody's review for upgrade that was
initiated on October 10, 2012. Moody's also affirmed OSI's B1
rating on the company's $1.0 billion 7-year senior secured term
loan B and $225 million 5-year senior secured revolver. The rating
outlook is positive.

The upgrade reflects the completion of OSI's new bank credit
facility on terms and conditions expected and the refinancing of
its existing facility. The upgrade also reflects the company's
improved operating performance and material debt reduction that
has resulted in stronger debt protection metrics and liquidity.
Proceeds from the company's $1.225 billion bank facilities were
used to repay its old bank credit facility.

Ratings upgraded are:

- Corporate Family Rating to B2 from Caa1

- Probability of Default Rating to B2 from Caa1

Ratings affirmed are:

- $1.0 billion senior secured term loan B due 2019, rated B1
   (LGD3, 44%)

- $225 million senior secured revolver due 2017, rated B1 (LGD3,
   44%)

Speculative Grade Liquidity rating at SGL-2

Ratings withdrawn are:

- $150 million working capital revolver expiring 2013 rated B3
   (LGD3, 39%)

- $100 million pre-funded revolver expiring 2013 rated B3 (LGD3,
   39%)

- $1.3 billion ($1.0 billion outstanding) term loan B due 2014
   rated B3 (LGD3, 39%)

Rating Rationale

The B2 Corporate Family Rating reflects OSI's relatively high
leverage and modest coverage, as well as soft consumer spending
and competitive pressures that could continue to pressure
earnings. The ratings are supported by the company's high level of
brand awareness, large and diversified asset base, and positive
operating trends which should lead to improving credit metrics,
and good liquidity.

The positive outlook reflects Moody's expectation that OSI will
continue to strengthen debt protection metrics through same store
sales growth, system-wide unit expansion, and debt reduction in
excess of mandatory amortization. The outlook also incorporates
Moody's view that the company will maintain good liquidity.

Ratings could be upgraded in the event OSI's operating trends
remain positive and stronger operating performance results in
stronger debt protection metrics and liquidity. Specifically,
ratings could be upgraded if leverage fell below 5.0 times and
EBITA coverage of interest expense exceeded 2.0 times on a
sustained basis. An upgrade would also require that the company
maintain good liquidity.

The rating outlook could be changed to stable if the company fails
to materially improve credit metrics or sustain favorable
operating trends. Ratings could be negatively impacted by any
protracted reversal in same store sales performance that caused a
sustained deterioration in credit metrics from current levels.
Specifically, a downgrade could occur if debt to EBITDA over the
next twelve months were to approach 6.25 times or if EBITA to
interest approached 1.25 times. A material deterioration in
liquidity for any reason could also pressure the ratings.

The principal methodology used in rating OSI Restaurant Partners,
LLC was the Global Restaurant Industry Methodology published in
June 2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

OSI Restaurant Partners, LLC owns and operates a diversified base
of casual dining concepts which include Outback Steakhouse,
Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime
Steakhouse and Wine Bar and Roy's. Annual revenues of
approximately $4.0 billion.


OZBURN-HESSEY HOLDING: Moody's Raises CFR to B3; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded Ozburn-Hessey Holding Company,
LLC's ("OHL") ratings including its corporate family and
probability of default ratings to B3 from Caa1 reflecting the
meaningful improvement in operating results over the last year
combined with the recent use of proceeds from the sale of its
Turbo Logistics business to reduce debt. The company's amended and
extended revolving credit facility due 2015 was assigned a rating
of Ba3. Concurrently the rating on the existing revolver due 2014
has been withdrawn. The rating outlook is stable.

Net proceeds of $50 million from the sale of the Turbo Logistics
business were used to pay down $25 million of borrowings under
each of the company's first and second lien term loans.

The following ratings were upgraded:

  Corporate family rating, to B3 from Caa1

  Probability of default rating, to B3 from Caa1

  $275 million first lien term loan ($213 million outstanding)
  due 2016, to Ba3 (LGD-2, 22%) from B1 (LGD-2, 22%)

  $75 million ($50 million outstanding) second lien term loan due
  2016, to Caa1 (LGD-4, 58%) from Caa2 (LGD-4, 62%)

The following rating was assigned:

  $35 million first lien revolver due 2015, at Ba3 (LGD-2, 22%)

The following rating was withdrawn:

  $35 million first lien revolver due 2014, at B1 (LGD-2, 22%)

Ratings Rationale

The upgrade of OHL's CFR to B3 was largely driven by the
improvement in the company's operational performance since the
time of the distressed exchange completed in mid-December of last
year. Since the company installed a new senior management team,
the company has refocused its strategy on key areas such as e-
fulfillment within its Contract Logistics business and continued
spend on information-technology related investments while
divesting non-core segments. These initiatives have contributed to
the improvement in the company's operations. The ratings
anticipate that the company's refocused strategy will continue to
support metrics in line with the B3 rating level. In addition,
operational efficiencies reflected in improved cash flow
generation and the extended debt maturity profile from the
revolver extension are also supportive of the upgrade. Free cash
flow going forward should benefit from lower cash interest expense
levels as a result of the recent debt paydowns.

OHL's B3 corporate family rating reflects OHL's high leverage at
over 5.5 times and moderate size in the highly fragmented,
competitive and cyclical third party logistics sector. Although
the company derives benefits from its asset-light business model
and resulting ability to vary costs in line with changing demand,
it is susceptible to pricing pressures from trucking companies.
The rating is supported by an adequate liquidity profile
characterized by a meaningful cash balance and anticipated modest
free cash flow generation over the intermediate term combined with
no meaningful near-term debt maturities and ample headroom under
its bank facility financial covenants. The rating also
acknowledges the company's long operating history, diverse
services offered and long-term relationships with a well-
established high quality customer base. As the company's customer
base is primarily comprised of companies in the retail, consumer
and electronics end-markets, vulnerability to changes in demand
due to changes in overall macroeconomic activity is also
considered in the ratings.

The stable outlook reflects an expectation for continued operating
improvements and credit metrics that remain in line with the B3
rating category.

Positive ratings momentum could develop if the company
demonstrates sustained revenue and operating income growth and
increased cash flow from operations. A ratings upgrade would be
considered if EBIT/interest improves to 1.5x and debt/EBITDA falls
below 5.0x and these metrics are sustained at those levels.

If the company's margins were to deteriorate meaningfully from
current levels or if liquidity were to deteriorate, these events
could trigger a negative action. Credit metrics that would likely
accompany the aforementioned include: debt/EBITDA above 6.5x and
EBIT to interest well below 1.0x accompanied by negative free cash
flow generation.

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

Ozburn-Hessey Holding Company, LLC, headquartered in Nashville,
TN, is a provider of third-party logistics and related services,
including warehouse management, freight forwarding, and dedicated
contract carriage. Ozburn-Hessey is a wholly-owned subsidiary of
OHH Acquisition Corporation, which is controlled by private equity
firm Welsh, Carson, Anderson & Stowe. Ozburn-Hessey's gross
revenues were approximately $1.3 billion for the twelve months
ended June 30, 2012.


PENNFIELD CORP: Has $2 Million Final Loan Approval
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pennfield Corp. was given final approval on Nov. 8 to
borrow $2 million from Carlisle Advisors LLC.  Carlisle is already
under contract to buy the business for $15.6 million unless there
is a higher bid at auction.  There will be a Nov. 28 hearing for
approval of sale procedures.

                          About Pennfield

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

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

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.


POTOMAC SUPPLY: Settlement Leads to Chapter 7 Conversion
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 case for Potomac Supply Corp., a
family owned producer of treated lumber, may be converted to a
Chapter 7 liquidation at a hearing Nov. 13, as the result of a
settlement on the heels of a disappointing auction.

According to the report, the company said in a court filing last
week that the auction brought a price of $10 million, before
adjustments.  As a result, secured lender Regions Bank won't be
paid in full on its $17.7 million claim.  As protection for
recovery of the full amount of the claim, the bank early in the
case was given a so-called super priority claim where it would
receive first proceeds from sales of all other assets to cover the
shortfall on the secured claim.

The report relates that the creditors' committee negotiated a
settlement that will be considered for approval at tomorrow's
hearing, where the judge will also take up the question of
approving the sale.  From proceeds otherwise going to Regions,
cash will be carved out to pay one-third to one-half of
professionals' fees.  The settlement also achieves what court
papers call "global peace" allowing a conversion to a Chapter 7
liquidation when the sale is approved.

The Bloomberg report discloses that there was no buyer under
contract when the auction was arranged.  The auction originally
was to have been Sept. 19.

                        About Potomac Supply

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


PROSPECT MEDICAL: Moody's Affirms 'B2' Rating on Sr. Secured Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 (LGD 4, 51%) rating on
Prospect Medical Holdings, Inc.'s (Prospect) senior secured notes
due 2019 following the announcement of the offering of $100
million of additional notes. Moody's also affirmed the company's
existing ratings, including the B2 Corporate Family and
Probability of Default Ratings. Moody's understands that the
proposed offering is an add-on to the company's existing senior
secured notes issued in April 2012 and will be used to fund a
distribution to shareholders. The ratings outlook was changed to
negative from stable.

The negative rating outlook reflects the risks associated with a
significant increase in leverage to fund a distribution to
shareholders as the for-profit hospital sector continues to face
challenges, including weak volume growth and rising uncompensated
care costs. The sector also faces uncertainty around developments
related to the Patient Protection and Affordable Care Act and
initiatives to address budget concerns at both the state and
Federal levels. Further, Moody's believes that the completion of
two debt financed returns of capital to shareholders this year
evidences a more aggressive financial policy than previously
expected. Moody's also believes the company will continue to look
for acquisition opportunities that could further increase
leverage.

Following is a summary of Moody's rating actions.

Ratings affirmed/LGD assessments revised:

  8.375% senior secured notes due 2019 to B2 (LGD 4, 51%) from B2
  (LGD 4, 52%)

  Corporate Family Rating at B2

  Probability of Default Rating at B2

Ratings Rationale

Prospect's B2 Corporate Family Rating reflects Moody's expectation
that the company will operate with considerable financial leverage
following an aggressive debt financed return of capital to
shareholders. Moody's also expects the company to actively pursue
acquisitions to add scale and diversification. However, Moody's
still anticipates that the company will have a relatively small
revenue base when compared to other rated for-profit hospital
operators. Additionally, Prospect's operations will continue to be
dominated by its concentration in Southern California and its
reliance on the California Medicaid program as a source of
revenue. However, the ratings also reflect Moody's expectation
that the company will continue to see improvement in operating
results at its existing and recently acquired facilities.

A meaningful increase in leverage, either from a debt financed
acquisition or shareholder initiatives that is expected to result
in sustained leverage above 5.0 times could result in a downgrade
of the ratings. Additionally, if the company is not able to reduce
leverage from the increased level associated with the proposed
debt financed dividend to shareholders, Moody's could downgrade
the rating. The rating could also be downgraded if liquidity
weakens or free cash flow is expected to be negative for a
sustained period.

In order to upgrade the rating, Moody's would have to see evidence
that the company can grow its revenue base and diversify away from
its reliance on the Southern California market and dependence on
the California Medicaid program while maintaining conservative
leverage metrics. Moody's would also have to see evidence of a
more conservative financial policy with respect to increases in
leverage and shareholder initiatives.

The principal methodology used in rating Prospect was the Global
Healthcare Service Providers Industry Methodology published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Prospect owns and operates five hospitals in the greater Los
Angeles area and two in San Antonio, Texas. Prospect also manages
the provision of healthcare services for HMO enrollees in Southern
California through its network of specialist and primary care
physicians. Prospect recognized revenue of approximately $584
million before considering the provision for doubtful accounts in
the twelve months ended June 30, 2012.


REGIONS FINANCIAL: Moody's Corrects October 3 Rating Release
------------------------------------------------------------
Moody's Investors Service issued a correction to the October 3,
2012 rating release of Regions Financial Corporation.

Moody's Investors Service placed the long-term ratings of Regions
Financial Corporation and its subsidiaries on review for upgrade.
Regions Financial Corporation is rated Ba3 for senior debt and B1
for subordinated debt and its lead operating bank, Regions Bank
has a standalone bank financial strength rating of D+, which maps
to a baseline credit assessment of ba1. The bank's long-term
deposit rating is Ba1 and its rating for senior debt is Ba2. The
standalone bank financial strength rating of D+ was affirmed but
its baseline credit assessment of ba1 was placed under review for
upgrade. The short-term Not-Prime ratings of Regions Financial
Corporation were also affirmed and are not on review.

Ratings Rationale

Moody's stated that in the past eighteen months, Regions has made
much progress in reducing its risk profile by decreasing its asset
concentrations, including in commercial real estate (CRE) and home
equity (HE). Regions' CRE and HE exposures declined 40% and 13%,
respectively from December 31, 2010 to June 30, 2012. The combined
CRE and HE exposure was approximately 2.3 times Moody's adjusted
tangible common equity (TCE) at June 30, 2012, compared to
approximately 3.7 times TCE at December 31, 2010. The rating
agency also stated that these reductions in concentration risk
were coupled with Regions' concerted efforts to strengthen its
internal controls and risk management infrastructure.

Moody's said the review will focus on Regions' prospects in
reducing its level of nonperforming assets (NPAs), including
troubled debt restructurings which are a large portion of Regions'
NPAs. Moody's stated that Regions' NPAs, which include nonaccrual
loans, loans past due 90+ days, OREO, and troubled debt
restructurings remained elevated at 7.3% of loans plus OREO or 48%
TCE plus reserves at June 30, 2012.

The review will also focus on the tactical and strategic
initiatives, such as adding risk in their securities portfolios or
diversifying into other business segments, that Regions may
undertake in order to address earnings pressure in the protracted
low interest rate environment.

Moody's also attached a hybrid (hyb) indicator to the preferred
stock ratings of Regions Asset Management Company, Inc.

The last rating action on Regions was on February 14, 2012 when
the outlook was changed to stable from negative.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in 2012.

Regions Financial Corporation headquartered in Birmingham,
Alabama, reported total assets of $122 billion at June 30, 2012.

On Review for Possible Upgrade:

  Issuer: AmSouth Bancorporation

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently B1

  Issuer: AmSouth Bank

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba3

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba3

  Issuer: Regions Asset Management Company, Inc.

    Pref. Stock Preferred Stock, Placed on Review for Possible
    Upgrade, currently B1 (hyb)

  Issuer: Regions Bank

    Issuer Rating, Placed on Review for Possible Upgrade,
    currently Ba2

    OSO Rating, Placed on Review for Possible Upgrade, currently
    NP

    Deposit Rating, Placed on Review for Possible Upgrade,
    currently NP

    OSO Senior Unsecured OSO Rating, Placed on Review for Possible
    Upgrade, currently Ba2

    Multiple Seniority Bank Note Program, Placed on Review for
    Possible Upgrade, currently a range of (P)NP to (P)Ba2

    Multiple Seniority Bank Note Program, Placed on Review for
    Possible Upgrade, currently a range of (P)NP to (P)Ba2

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba3

    Senior Unsecured Deposit Rating, Placed on Review for Possible
    Upgrade, currently Ba1

  Issuer: Regions Financial Corporation

    Issuer Rating, Placed on Review for Possible Upgrade,
    currently Ba3

    Multiple Seniority Shelf, Placed on Review for Possible
    Upgrade, currently a range of (P)B3, (P)Ba3

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently B1

    Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba3

  Issuer: Regions Financing Trust II

    Pref. Stock Preferred Stock, Placed on Review for Possible
    Upgrade, currently B2 (hyb)

  Issuer: Regions Financing Trust III

    Pref. Stock Preferred Stock, Placed on Review for Possible
    Upgrade, currently B2 (hyb)

   Issuer: Union Planters Bank, National Association

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba3

  Issuer: Union Planters Preferred Funding Corp.

    Pref. Stock Non-cumulative Preferred Stock, Placed on Review
    for Possible Upgrade, currently B2 (hyb)

Outlook Actions:

  Issuer: AmSouth Bancorporation

    Outlook, Changed To Rating Under Review From Stable

  Issuer: AmSouth Bank

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Regions Asset Management Company, Inc.

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Regions Bank

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Regions Financial Corporation

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Regions Financing Trust II

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Regions Financing Trust III

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Union Planters Bank, National Association

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Union Planters Preferred Funding Corp.

    Outlook, Changed To Rating Under Review From Stable


SPRINT NEXTEL: Moody's Rates New Senior Unsecured Notes 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Sprint Nextel
Corporation's proposed offering of Senior Unsecured Notes due
2022. The proceeds will be used for the repayment of existing
debt. All of Sprint's ratings remain on review for possible
upgrade, including the rating assigned and the company's B1
corporate family rating and B1 probability of default rating.

Moody's has taken the following rating actions:

Issuer: Sprint Nextel Corporation

  Assignments:

    Senior Unsecured Notes, Assigned B3 (LGD5 78%)

  Upgrades:

    Senior Unsecured Notes, B3 (LGD5 78%) from B3 (LGD5 79%)

    Junior Guaranteed Unsecured Notes, Ba3 (LGD3 37%) from Ba3
LGD3 (38%)

Issuer: Sprint Capital Corporation

  Upgrades:

    Senior Unsecured Notes, B3 (LGD5 78%) from B3 (LGD5 79%)

Issuer: iPCS, Inc.

  Upgrades:

    Senior Secured 2nd Priority Notes, B3 LGD5 (78%) from B3 LGD5
    (79%)

Ratings Rationale

Moody's will continue its review of Sprint's ratings for possible
upgrade focusing on SoftBank's plans with regard to the existing
Sprint debt and the post-close capital structure of the newly
formed entity. The review will also consider Sprint's usage of the
new capital and the progress of Network Vision as the Company
rebuilds its network. Moody's assessment of Sprint's capability to
profitably reclaim market share will be an important factor in the
review.

Moody's views Sprint's liquidity as very good, and anticipates
that internally generated cash and cash on hand will be sufficient
to fund the company's operations for the next 12 months. Sprint
has approximately $300 million of debt maturing in 2013, and no
maturities for the remainder of 2012. As of September 30, 2012,
Sprint had $6.3 billion in cash and $1.2 billion available on its
revolving credit facility.

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


TELENET GROUP: Moody's Corrects PDR to 'B1' From 'B1/LD'
--------------------------------------------------------
Moody's Investors Service has corrected the probability of default
rating (PDR) of Telenet Group Holding NV to B1 from B1/LD. The PDR
was appended with the "/LD" symbol on August 21, 2007 due to an
internal administrative error.

The complete corrected rating history is as follows:

  March 29, 2007 -- B1 rating assigned

  August 21, 2007 -- rating downgraded to B2

  May 16, 2008 -- rating upgraded to B1.

Telenet's B1 PDR was affirmed on August 13, 2012, as announced in
the press release titled "Moody's affirms Telenet's ratings (CFR
at Ba3) after the company's decision to increase its leverage."


TW TELECOM: Gets Inquiries on Indenture Provisions, Moody's Says
----------------------------------------------------------------
Following press reports suggesting tw telecom inc. ("TWTC" or the
"Company") (Ba3 stable) is considering a sale of its business,
Moody's Investors Service has received numerous inquiries from
investors regarding the efficacy of the change of control
provision under the indentures for the Company's two senior
unsecured notes issues. Moody's said if TWTC decides to sell its
operations, this may not necessarily trigger the change of control
provision.

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

With head offices in Littleton, Colorado, tw telecom inc. is a
competitive communications provider. The company provides managed
network services, Internet access, virtual private network, voice
and data services, and network security to enterprise
organizations and communications services companies throughout the
US. TWTC's footprint extends to 75 of the top 100 markets in the
US. Revenue for the twelve months ended September 30, 2012 totaled
approximately $1.4 billion.


WAGSTAFF MINNESOTA: Judge Approves Sale of KFC Outlets to Popeyes
-----------------------------------------------------------------
Mike Hughlett at Star Tribune reports that U.S. Bankruptcy Judge
Nancy Dreher on Nov. 7 approved the sale of 28 KFC outlets by a
bankrupt franchisee to Popeyes.  The KFC outlets consist of 14
restaurants in Minnesota and another 14 in California.

The report notes GE Capital, the main creditor of KFC franchisee
Wagstaff Management, preferred the $13.8 million offer from AFC
Enterprises, Popeyes' corporate parent, and expressed a palpable
distrust of KFC, which offered $17 million to acquire the
restaurants.  According to the report, the $17 million offer was
made by an Oregon-based KFC franchisee with 44 restaurants,
including 10 in Minnesota, but it was financed by KFC corporate.

The report relates Popeyes, the second-largest U.S. chicken chain,
plans to convert the restaurants to its own brand within about
five months, said Mel Hope, Popeyes chief financial officer.  The
report notes the sale gives Popeyes a sudden, significant presence
in the Twin Cities at the expense of KFC, the nation's largest
chicken chain.  Popeyes has a lone Minneapolis outpost, while KFC
has over 40 stores in the Twin Cities, including the 14 slated for
sale.

According to the report, GE, which is owed $45 million, demanded
that KFC commit to a letter of credit immediately for 100% of the
purchase price, but KFC wouldn't do it.

The report relates attorneys for KFC and KFC franchisee/bidder
Todd Stewart said GE had taken over the Wagstaff bankruptcy, to
the detriment of other interested parties.  Mr. Stewart said he's
the next-largest KFC franchisee in Minnesota after Wagstaff.

The report notes Wagstaff's consulting firm Alvarez & Marsal has
said in court documents it contacted existing KFC franchises and
other parties alike this year.  But the best deal that came down
the pipe and that GE supported was the Popeyes sale.  Alvarez also
said KFC hindered the sales process by refusing to actively engage
in it, a contention KFC has vehemently denied.

                     About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).
Bankruptcy Judge Nancy C. Dreher presides over the cases.
Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP,
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal North America LLC serves as the Debtors' financial advisor.
Trinity Capital, LLC and its affiliated broker-dealer, BWK Trinity
Capital Securities LLC, serve as the Debtors' investment banker
with respect to a sale of their assets.  Epiq Bankruptcy Solutions
LLC provides administrative, noticing and balloting services.
Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.

On June 8, 2011, the U.S. Trustee appointed three member to the
Official Committee of Unsecured Creditors in the Debtors' cases.
Freeborn & Peters LLP and Lommen, Abdo, Cole, King & Stageberg
P.A. serve as the Committee's counsel.

GE Capital is represented by Susan G. Boswell, Esq., at Quarles &
Brady LLP; and Ralph V. Mitchell, Esq., at Lapp, Libra, Thomson,
Stoebner, & Pusch, Chartered.


WEST 380 FAMILY CARE: Files for Ch. 11 to Sell to Wise Regional
---------------------------------------------------------------
West 380 Family Care Facility, doing business as North Texas
Community Hospital in Wise County, Texas, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-46274) on Nov. 8.

The hospital opened in August 2008 and operates in a 99,000
square-feet two-story building on 19 acres of land.  The hospital
has 36 beds and 57 doctors on staff.  There are 200 employees
constituting 130 full time equivalent employees.

Max Ludeke, CEO of the Debtor, explains that the hospital began to
immediately experience cash flow problems after it opened in 2008.
The hospital failed to meet the target of 25 patients per day.
Compounding the problem were a delay of, and incorrect, bills for
patient care services submitted.  By November 2008, the hospital
depleted the two lines of credit guaranteed by the City of
Bridgeport and the community leaders.

Quorum Health Resources, which managed the hospital, resigned in
January 2010 after FTI Consultants (which was engaged at the
request of bondholders), concluded that hospital operations were
dysfunctional with grossly inadequate management and management
oversight and control.  Mr. Ludeke was named as CEO in January
2010.

In January 2011 bondholders engaged Navigant Healthcare to
evaluate the current management and to seek prospective buyers for
the Hospital.  But Navigant determined that there were no
potential buyers interested in acquiring the hospital at that
time.

NTCH has continuously attempted to sell the Hospital over the last
three years, without success ?- until now.

After months of negotiations among U.S. Bank, as indenture trustee
for the bondholders, and Wise Regional Health Systems, NTCH has
entered into an Asset Purchase Agreement on November 7, 2012
pursuant to which Wise has made a "stalking horse" bid to acquire
substantially all of the assets of the hospital, except the cash
and accounts, for $20 million, including the issuance of new bonds
up to $19 million reportedly backed by the full faith and credit
of wise.

The APA contemplates a court-approved bidding procedure and sale
to the highest and best offer, free and clear of liens, claims and
encumbrances at the conclusion of the bidding process.  NTCH is
seeking court approval to engage Navigant Consulting to lead the
sales efforts.  After the sale, the accounts receivable retained
by NTCH will be collected and used to pay the IRS, administrative
expenses, and the bondholders.

The Debtor is assuring vendors and employees that they will be
paid for the goods and services they provide during the Chapter 11
proceeding and the Internal Revenue Service that payroll taxes
will be timely paid.  Wise has agreed to provide $1 million in
debtor-in-possession financing which NTCH projects will provide
sufficient additional capital to enable NTCH to continue
operations and timely pay its post-petition obligations during the
sale process.

The Debtor has filed with the Bankruptcy Court motions to pay
prepetition wages, maintain its bank accounts, use cash collateral
and access DIP financing.

Attorneys at Strasburger & Price L.L.P. represent the Debtor.


WILLBROS: Moody's Maintains 'B3' Corporate Family Rating
--------------------------------------------------------
Willbros has amended its credit agreement to extend the maturity
date of its senior secured credit facility and to modify the debt
covenants and increase the amount of funds available for borrowing
under certain conditions. The company also received incremental
term loans of $60 million. These amendments have addressed some of
the debt maturity and liquidity concerns that led to Moody's
negative outlook in May of this year. However, recent operating
results have been weak and the company is expected to generate
negative free cash flow this year. In addition, this is the second
time the company has been forced to amend its credit facility
within the past 20 months and it has not addressed its longer term
financing needs. Therefore, Moody's is maintaining the company's
B3 corporate family rating and Moody's negative outlook.

Willbros United States Holdings, Inc. is a wholly-owned subsidiary
of publicly traded Willbros Group, Inc (WGI) and is headquartered
in Houston, Texas. The company provides engineering and
construction (E&C) services to the oil, gas and power industries
primarily in North America. WGI reports its results in three
segments: Oil & Gas (59% of revenues; 30% of backlog) is focused
on the U.S. market and specializes in pipelines and associated
facilities and provides maintenance and turnaround services for
refineries; Canada (8%; 15%) provides E&C services to the oil
sands industry; and Utility T&D (33%; 55%) provides end-to-end
infrastructure construction services, primarily for the electric
and natural gas utility end-markets. The Utility T&D segment
derives roughly 70% of its work under Master Service Agreement
("MSA") contracts with the remainder stemming from projects that
are mostly fixed price and competitively bid. Willbros' revenue
for the 12 months ending September 30, 2012 was $1.9 billion and
its backlog totaled $2.3 billion, of which $1.1 billion is
expected to be realized in the next twelve months. Approximately
77% of Willbros' backlog is in the US, 16% in Canada and the
remainder mostly in the Middle East and North Africa.


* Moody's Says Oct. Global Spec-Grade Default Rating Down 2.9%
--------------------------------------------------------------
Moody's Investors Service trailing 12-month global speculative-
grade default rate came in at 2.9% in October, down from 3.1% in
September and just above the rating agency's year-ago forecast of
2.2%, Moody's Investors Service says in its monthly default
report. A total of 48 Moody's-rated corporate debt issuers have
defaulted so far this year, one of which defaulted in October.

Moody's "October Default Report" is now available, as are Moody's
other default research reports, in the Ratings Analytics section
of Moodys.com.

"Default rates remain low, stable and very close to our
expectations," notes Albert Metz, Managing Director of Moody's
Credit Policy Research. "There are differences by region, with a
higher default rate in the US than we see in the rest of the
world. But the pace of defaults overall remains very low by
historic standards."

In the US, the speculative-grade default rate edged lower in
October, to end the month at 3.4%, compared with 3.5% in
September. In Europe the rate declined to 2.5% in October, down
from a revised level of 2.8% in September. The decrease in the
European default rate was driven mainly by one defaulter moving
out of the 12-month trailing window. Last year, the European
default rate was 2.9% at the end of October.

Based on its forecasting model, Moody's now expects the global
speculative-grade default rate to end 2012 at 2.8%. If realized,
this is well below the historical average of 4.8% since 1983.

Across industries, Moody's expects default rates to be highest in
the Media: Advertising, Printing & Publishing sector in the US,
and the Hotel, Gaming & Leisure sector in Europe.

By dollar volume the global speculative-grade bond default rate
edged lower, to 1.9% in October from 2.0% in September. At this
time last year, the rate was 1.7%.

In the US, the dollar-weighted speculative-grade bond default rate
came in at 1.5% in October, down from 1.6% in September. The rate
was 1.1% in October 2011.

In Europe, the dollar-weighted speculative-grade bond default rate
remained unchanged at 3.3% from September to October. Last year,
the rate stood at 3.9% at end-October.

Moody's global distressed index came in at 14.7% in October, down
from 17.0% in September. A year ago, the index was 29.5%.

In the leveraged-loan market, Vertis was the only Moody's-rated
defaulter in October. The company sent Moody's trailing 12-month
US leveraged loan default rate to 2.7% in October, up from 2.6% in
September. In October last year, the rate was 1.2%.


* Moody's Market Conditions Mask US Nuclear Reliability Issues
--------------------------------------------------------------
The reliability of aging nuclear power plants is increasing as a
credit concern for some US utilities, both public and investor
owned, says Moody's Investors Service in the report "Low Gas
Prices and Weak Demand are Masking US Nuclear Plant Reliability
Issues." A series of recent outages would have brought the
reliability issue to the fore if not for market conditions that
have thus far softened their impact on the utilities.

Although the majority of nuclear power plants have performed well,
there have recently been some serious unplanned outages, most
notably affecting investor-owned utilities such as Progress Energy
Florida and Southern California Edison, but also the public power
system Omaha Public Power District.

Incidents can be expected to become more frequent as the nuclear
plants continue to age.

"As the country's nuclear fleet becomes older and plant lives are
extended 20 years beyond their original life-spans, plant
reliability issues could become more common and costly," says
Michael Haggarty, a Moody's Senior Vice President. "Although the
original 40-year nuclear operating licenses were granted for
reasons other than nuclear technology limitations, some parts of
the plants may have been engineered on the basis of an expected
40-year service life and will need to be upgraded."

So far, a combination of low natural gas prices and reduced demand
for electricity, because of the slow economy, have softened the
financial impact of the outages on the utilities.

As economic conditions improve and should natural gas prices
increase from extremely low levels, nuclear outages will have a
more significant impact on utility cash flows and cost recovery
prospects, says Haggarty.

The utilities most exposed to the cost of outages are single asset
operators of nuclear power plants, which run risks from their
exposure to one asset and also do not benefit from the breadth of
experience and economies of scale that characterize multi-unit
operators.


* Moody's Says Low Covenant Quality Worsens in October
------------------------------------------------------
US high-yield bond issuance remained robust in October on the back
of continuing low interest rates, while covenant quality remained
close to historical lows, Moody's Investors Service says in a new
report, "Low Covenant Quality Persists in October Amid Continued
Robust US Bond Issuance." Issuance totaled $39.8 billion in
October, following a record $46.6 billion in September.

"October's distinguishing feature is the poor covenant protection
in the lowest-rated credits," says Vice President -- Head of
Covenant Research, Alexander Dill. "For Caa-rated bonds, the
historical relationship between ratings and covenant quality broke
down in October after holding last month."

Of the Caa-rated bonds Moody's covered in October, 31% are in the
rating agency's weakest covenant quality category, compared with
3.5% historically and 7.7% in September. The low average Covenant
Quality (CQ) scores were due largely to significant liens and
structural subordination risk, Dill says. Usually lower-rated
bonds have stronger covenant packages than higher-rated bonds
because investors expect weaker credits to offer more protection.

In the Ba and single B rating categories October's bonds showed
improved covenant protection over those issued in September. But
both private equity-sponsored and secured bonds showed worsening
protection, with lower average CQ scores than in both September
and historically.

On a scale ranging from 1.0, the strongest, to 5.0, the weakest,
the average CQ score in October was 3.80, up somewhat from
September's 3.88 but still low compared with the average of 3.65
for all bonds since January 2011, when Moody's began gathering
this data.

Issuance of PIK bonds surged in October, accounting for a
substantial percentage of the month's numbers. These bonds receive
low CQ scores mainly because they lack subsidiary guarantees and
offer limited protection against liens subordination. Among PIK
issuers last month were TransUnion Holding Co., Petco Holdings,
Inc., Jo-Ann Stores Holdings Inc., Jaguar Holding Co., BWAY Parent
Company, Inc. and NBTY, Inc.'s Alphabet Holding Company, Inc.


* Leucadia and Jefferies Group to Merge
---------------------------------------
Leucadia National Corporation and Jefferies Group, Inc. on Monday
announced that the Boards of Directors of both companies have
approved a definitive merger agreement under which Jefferies'
shareholders -- other than Leucadia, which currently owns
approximately 28.6% of the Jefferies outstanding shares -- will
receive 0.81 of a share of Leucadia common stock for each share of
Jefferies common stock they hold.  This exchange is intended to be
tax-free to Jefferies' shareholders.  The merger, which is
expected to close during the first quarter of 2013, is subject to
customary closing conditions, including approval to effect the
merger by both Leucadia and Jefferies shareholders. In order to
avert the possibility that the transaction would result in the
application of tax law limitations to the use of certain of
Leucadia's tax attributes, the merger agreement limits the amount
of Leucadia shares that can be issued to certain persons that
would otherwise become holders of 5% of the combined Leucadia's
common shares by reason of the merger.

Concurrently with the execution of the merger agreement, Leucadia,
Richard Handler, Chief Executive Officer and Chairman of
Jefferies, and Brian Friedman, Chairman of the Executive Committee
of Jefferies and one of its Directors, have each agreed pursuant
to separate voting agreements, among other things, to vote their
respective shares in favor of the transaction; and Ian Cumming,
Leucadia's Chief Executive Officer and Chairman, and Joseph
Steinberg, Leucadia's President and one of its Directors, have
each agreed pursuant to separate voting agreements, among other
things, to vote their respective shares in favor of the
transaction. These voting agreements represent approximately 18.3%
and 31.5% of the outstanding shares of Leucadia and Jefferies,
respectively.

Upon the closing of the merger, Mr. Handler will become the Chief
Executive Officer of Leucadia, as well as one of its Directors,
and also remain Jefferies' Chief Executive Officer and Chairman;
Mr. Friedman will become Leucadia's President and one of its
Directors, and also remain Chairman of the Executive Committee of
Jefferies; and Mr. Steinberg will become Chairman of the Board of
Leucadia and will continue to work full time as an executive of
Leucadia. Mr. Cumming will retire as Chairman of the Board and
Chief Executive Officer of Leucadia upon the closing of the
transaction and remain a Leucadia Director. The other Leucadia
officers will continue in their present positions. In addition,
upon the closing of the transaction, the four independent members
of the Board of Directors of Jefferies also will join the Leucadia
Board of Directors; the size of the Leucadia Board of Directors
will be increased to fourteen.

Leucadia will continue to operate in its current form, except that
the merger agreement contemplates that Leucadia's Crimson Wine
Group, with a book value of $197 million, will be spun out in a
distribution that is intended to be tax-free to current Leucadia
shareholders prior to the completion of the merger.

Jefferies, which will be the largest business of Leucadia, will
continue to operate as a full-service global investment banking
firm in its current form. Jefferies will retain a credit rating
that is separate from Leucadia's. Jefferies' existing long-term
debt will remain outstanding and Jefferies intends to remain an
SEC reporting company, regularly filing annual, quarterly, and
periodic financial reports.

Following the transaction, 35.3% of Leucadia's common stock will
be owned by Jefferies' shareholders (excluding the Jefferies
shares owned today by Leucadia and including Jefferies vested
restricted stock units). Leucadia's Board of Directors has
approved a new share repurchase program authorizing the repurchase
from time to time of up to an aggregate of 25 million Leucadia
common shares, inclusive of prior authorizations. Leucadia's Board
also has indicated its intention to continue to pay dividends at
the annual rate of $0.25 per common share, but on a quarterly
basis following the merger.

Mr. Cumming observed: "Joe and I have been partners for 34 years.
He will be Chairman of the Board of the combined enterprise. His
role as Chairman of the Board, along with other Leucadia and
Jefferies Directors, will ensure continuity and propel our
continued success. Rich and Brian managing the company will bring
to fruition the abundant and profitable opportunities that will be
realized by this merger. My relationship with Rich and Brian, both
as advisors and, more recently, as business partners and Jefferies
Directors, showed me they can manage Leucadia profitably long into
the future. Their ability to manage and grow Jefferies through the
elongated financial bubble, successfully navigate the crises that
followed where others could not, and protect the firm from the
attacks based on false information exactly one year ago with
deftness and grace, should comfort all!"

Mr. Steinberg stated: "I am absolutely thrilled that Rich and
Brian will be joining me as we move forward with our combined
company. Ian and I have enjoyed working together for 34 years. He
invited me into Leucadia and to be his partner. I am forever
grateful for that opportunity. Our partnership produced great
returns for shareholders and we have had a lot of fun. I expect
that Rich and Brian will continue on the same track and intend to
help in every way."

Mr. Handler stated: "Having known Joe and Ian for over two
decades, this transaction represents the realization of a personal
dream for me. Brian and I look forward to leading Leucadia, while
continuing to serve as the hands-on management of Jefferies, which
will become Leucadia's largest operating company. This merger will
allow us to continue to create long-term value for all of our
clients, shareholders, employee-partners and bondholders. I am
honored with the trust and confidence Ian and Joe are
demonstrating by allowing us to carry on their life's work."

Mr. Friedman said: "This merger will allow us to operate from a
position of even greater strength, take advantage of opportunities
that arise in and around the business of Jefferies, and continue
Leucadia's longstanding practice of smart value acquisitions and
investments. Our substantial combined equity base, ample liquidity
and long-term focus will all support meaningful long-term value
creation for Leucadia and Jefferies' shareholders. We also view
with great enthusiasm the opportunity to work with Leucadia
management, who have been instrumental in helping Ian and Joe
achieve Leucadia's exceptional track record, as well as the
management teams of each of the companies in which Leucadia is
invested."

Jefferies & Company, Inc. acted as financial advisors to
Jefferies. Citigroup Global Markets Inc. acted as financial
advisors and provided a fairness opinion to the Transaction
Committee of the Jefferies Board of Directors, and J.P. Morgan
acted as financial advisors to Jefferies. Morgan, Lewis & Bockius
acted as legal advisors to Jefferies, and Wachtell, Lipton, Rosen
& Katz acted as legal advisors to the Transaction Committee.
Rothschild acted as financial advisors to Leucadia, and UBS
Investment Bank acted as financial advisors and provided a
fairness opinion to the Leucadia Board of Directors. Weil Gotshal
& Manges acted as legal advisors to Leucadia, and Proskauer Rose
LLP acted as legal advisors to the Leucadia Board of Directors.

Jefferies Group, Inc. (NYSE: JEF) is a global investment banking
firm focused on serving clients for over 50 years. The firm is a
leader in providing insight, expertise and execution to investors,
companies and governments, and provides a full range of investment
banking, sales, trading, research and strategy across the spectrum
of equities, fixed income and commodities, in the U.S., Europe and
Asia.

Leucadia National Corporation (NYSE: LUK) is a diversified holding
company engaged through its consolidated subsidiaries in a variety
of businesses, including beef processing, manufacturing, gaming
entertainment, real estate activities, medical product development
and winery operations. Leucadia also has a significant equity
interest in Jefferies Group, Inc., and owns equity interests in
operating businesses including a commercial mortgage origination
and servicing business.


* Morrison & Foerster Names Brett Miller Managing Partner in NY
---------------------------------------------------------------
Morrison & Foerster has named Brett Miller, a partner in the
firm's Bankruptcy and Restructuring Group, managing partner of its
New York office.  He succeeds Charles ("Chet") L. Kerr, a partner
in the firm's litigation department, who has led the office since
2008.

Mr. Miller has a preeminent reputation leading highly complex
restructurings, including his current representation of the
Honorable Louis J. Freeh, Chapter 11 Trustee for MF Global, which,
with $41 billion in assets at the time of filing, is the largest
bankruptcy filing of 2011 and the eighth-largest in U. S. history.
Mr. Miller also recently represented the Official Committee of
Unsecured Creditors in the Chapter 11 of the Los Angeles Dodgers,
the largest and most successful restructuring of a sports
franchise in U.S. history.  The Dodgers reorganization was
confirmed by the Bankruptcy Court in April, and the baseball team
was sold for a record $2 billion.

"Brett has the combination of qualities needed to lead one of our
most important offices: strategic focus, enthusiasm and proven
leadership ability," said Larren Nashelsky, Chair of Morrison &
Foerster.  "Chet has been an extraordinarily effective leader and
has been a key to the firm?s success in New York.  He has worked
tirelessly to attract and groom top talent even as he has
maintained his extremely busy and successful trial practice.  We
are indebted to him.  We are confident Brett will build on Chet's
success."

"I am honored to lead our thriving New York office and energized
by the confidence the firm and my partners in New York have shown
in me," said Mr. Miller.  "Chet has accomplished a great deal and
I am fortunate to inherit such a strong platform.  I look forward
to building upon the foundation laid by Chet and the New York
partners."

Mr. Miller represents clients in Chapter 11 cases, out-of-court
restructurings, bankruptcy-related acquisitions, cross-border
insolvency matters, bankruptcy-related litigation and insolvency-
sensitive transactions.  He also serves as co-chair of the
Distressed Real Estate Group, a cross-disciplinary group that
includes attorneys from the Firm's Bankruptcy & Restructuring
Group, the Real Estate Group and the Litigation Department.

Mr. Miller received his J.D. from Georgetown University Law Center
and his B.A. from Columbia University.  He is listed as a leading
lawyer for Bankruptcy & Restructuring in Chambers USA 2012 and in
the 2013 edition of Best Lawyers.

During Mr. Kerr's tenure, the firm has grown its reputation as a
market leader in capital markets, bankruptcy and restructuring,
real estate finance, M&A, financial services, litigation, privacy,
IP and technology transactions, and tax.  He has also been
instrumental in orchestrating the office's relocation to the
city's newest building under construction at 250 West 55th Street.
The firm expects to move to the innovative and environmentally
friendly building in 2014, where Morrison & Foerster will be the
anchor tenant.

               About Morrison & Foerster New York

Morrison & Foerster's New York office is a critical anchor for the
firm, not only as home to key financial and litigation practices,
but also as a gateway to the corporate and financial work across
its offices in Europe and Asia.  Practices based in the New York
office include: bankruptcy and restructuring, capital markets,
corporate, financial services, litigation, real estate, state and
local tax, federal tax, privacy, and technology transactions.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN          128.8       (7.2)       2.7
ADVANCED BIOMEDI   ABMT US           0.2       (2.0)      (1.6)
AK STEEL HLDG      AKS US        3,920.7     (413.9)     450.0
AMC NETWORKS-A     AMCX US       2,173.4     (959.1)     542.5
AMER AXLE & MFG    AXL US        2,674.2     (497.7)     372.3
AMER RESTAUR-LP    ICTPU US         33.5       (4.0)      (6.2)
AMERISTAR CASINO   ASCA US       2,058.5      (28.0)      42.5
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
ARRAY BIOPHARMA    ARRY US          85.5      (96.4)       4.1
ATLATSA RESOURCE   ATL SJ          886.5     (270.4)      21.8
AUTOZONE INC       AZO US        6,265.6   (1,548.0)    (676.6)
BERRY PLASTICS G   BERY US       5,114.0     (472.0)     552.0
BOSTON PIZZA R-U   BPF-U CN        162.9      (92.3)      (0.3)
CABLEVISION SY-A   CVC US        7,285.3   (5,730.1)     (85.3)
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      16,402.3   (7,847.3)   1,449.3
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CHENIERE ENERGY    CQP US        1,873.0     (442.2)     117.0
CHOICE HOTELS      CHH US          483.1     (569.4)       7.5
CIENA CORP         CIEN US       1,915.3      (60.3)     710.4
CINCINNATI BELL    CBB US        2,752.3     (684.6)     (68.2)
CLOROX CO          CLX US        4,747.0      (20.0)      20.0
COMVERSE INC       CNSI US         830.6      (80.6)    (105.9)
CYTORI THERAPEUT   CYTX US          32.0       (9.7)       8.2
DELTA AIR LI       DAL US       44,352.0      (48.0)  (5,061.0)
DIRECTV            DTV US       20,353.0   (4,735.0)     953.0
DOMINO'S PIZZA     DPZ US          441.0   (1,345.5)      74.0
DUN & BRADSTREET   DNB US        1,821.6     (765.7)    (615.8)
DYAX CORP          DYAX US          57.2      (48.4)      26.7
FAIRPOINT COMMUN   FRP US        1,798.0     (220.7)      31.1
FERRELLGAS-LP      FGP US        1,397.3      (27.5)     (50.9)
FIESTA RESTAURAN   FRGI US         286.0        2.6      (14.7)
FIFTH & PACIFIC    FNP US          843.4     (192.2)      33.5
FREESCALE SEMICO   FSL US        3,329.0   (4,489.0)   1,305.0
GENCORP INC        GY US           908.1     (164.3)      48.1
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GOLD RESERVE INC   GRZ CN           78.3      (25.8)      56.9
GOLD RESERVE INC   GRZ US           78.3      (25.8)      56.9
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
HCA HOLDINGS INC   HCA US       27,302.0   (6,563.0)   1,411.0
HEADWATERS INC     HW US           680.9       (3.1)      73.5
HOVNANIAN ENT-A    HOV US        1,624.8     (404.2)     881.0
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
INCYTE CORP        INCY US         296.5     (220.0)     141.1
INFINITY PHARMAC   INFI US         113.0       (3.4)      70.2
INFOR US INC       LWSN US       5,846.1     (480.0)    (306.6)
INTERCEPT PHARMA   ICPT US          12.1       (9.4)       6.1
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   JE US         1,536.5     (279.0)    (177.1)
JUST ENERGY GROU   JE CN         1,536.5     (279.0)    (177.1)
LIMITED BRANDS     LTD US        6,589.0     (245.0)   1,316.0
LIN TV CORP-CL A   TVL US          864.4      (35.0)      67.2
LORILLARD INC      LO US         3,424.0   (1,564.0)   1,364.0
MARRIOTT INTL-A    MAR US        5,865.0   (1,296.0)  (1,532.0)
MERITOR INC        MTOR US       2,555.0     (933.0)     279.0
MONEYGRAM INTERN   MGI US        5,185.1     (116.1)     (35.3)
MORGANS HOTEL GR   MHGC US         577.0     (125.2)      (1.1)
NATIONAL CINEMED   NCMI US         788.5     (347.4)     102.6
NAVISTAR INTL      NAV US       11,143.0     (358.0)   1,585.0
NB MANUFACTURING   NBMF US           2.4       (0.0)      (0.5)
NEXSTAR BROADC-A   NXST US         566.3     (170.6)      40.2
NPS PHARM INC      NPSP US         186.9      (45.3)     130.3
NYMOX PHARMACEUT   NYMX US           2.7       (7.7)      (0.9)
OMEROS CORP        OMER US          10.1      (20.5)      (8.7)
PALM INC           PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDLI US         249.9     (115.5)     170.6
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PRIMEDIA INC       PRM US          208.0      (91.7)       3.6
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US         513.1      (19.7)      62.0
QUICKSILVER RES    KWK US        2,490.2     (146.7)      68.0
REALOGY HOLDINGS   RLGY US       7,351.0   (1,742.0)    (484.0)
REGAL ENTERTAI-A   RGC US        2,198.1     (552.4)      77.4
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
REVLON INC-A       REV US        1,183.6     (680.7)     104.7
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US        1,813.5     (202.0)     449.5
SAREPTA THERAPEU   SRPT US          53.1       (4.6)     (13.0)
SHUTTERSTOCK INC   SSTK US          30.2      (29.6)     (33.4)
SINCLAIR BROAD-A   SBGI US       2,160.2      (66.3)      (1.4)
TAUBMAN CENTERS    TCO US        3,152.7      (86.1)       -
TEMPUR-PEDIC INT   TPX US          913.5      (12.5)     207.0
TESLA MOTORS       TSLA US         809.2      (27.9)    (101.3)
TESORO LOGISTICS   TLLP US         291.3      (78.5)      50.7
THRESHOLD PHARMA   THLD US          86.2      (44.1)      68.2
TRULIA INC         TRLA US          27.6       (3.2)      (4.9)
ULTRA PETROLEUM    UPL US        2,593.6     (109.6)    (266.6)
UNISYS CORP        UIS US        2,254.5   (1,152.6)     371.3
VECTOR GROUP LTD   VGR US          885.6     (102.9)     243.0
VERISIGN INC       VRSN US       1,983.3      (26.6)     (86.9)
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
VRINGO INC         VRNG US           3.7       (1.4)       2.1
WEIGHT WATCHERS    WTW US        1,198.0   (1,720.4)    (274.0)
WORKDAY INC-A      WDAY US         267.2      (46.4)      14.3


                            *********

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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