TCR_Public/121114.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 14, 2012, Vol. 16, No. 317

                            Headlines

249 ALBANY: Voluntary Chapter 11 Case Summary
ALETHEIA RESEARCH: Investment Adviser in Chapter 11
ALLEN FERGUSON: Faces Fraud Charges By US Attorney
AMERICAN AIRLINES: Has Backing From North Texas Commission
AMERICAN SUZUKI: Wins Approval to Assume Sheffield Financing Deal

AMERICAN SUZUKI: Taps Pachulski Stang Ziehl as Bankruptcy Counsel
AMERICAN SUZUKI: Hiring Imperial Capital as Investment Banker
AMERICAN SUZUKI: Wants to Set Aside $10MM for D&O Indemnification
AMF BOWLING: Files for Chapter 11 With Plan Agreement
AMF BOWLING: Case Summary & 30 Largest Unsecured Creditors

AMPAL-AMERICAN: Will Give New Stock to Bondholders
BASS PRO: S&P Rates New $900 Million Term Loan 'BB-'
BERNARD MADOFF: Schneiderman Gets $210MM Settlement with Ivy
BITI LLC: Hires Fuller & Lowenberg as Accountants
BITI LLC: Committee Retains Rivkin Radler as Counsel

BRE PROPERTIES: Fitch Hikes Preferred Stock Rating from 'BB+'
CALIFORNIA BAG: Case Summary & 2 Largest Unsecured Creditors
CAMAGUEY PLAZA: Voluntary Chapter 11 Case Summary
CASELLA WASTE: S&P Hikes Rating on $125MM Subordinated Debt to B-
CDC CORP: Court Ratifies Sale to Peak Technologies

CDC CORP: Can Employ Wilmer Cutler as Special Securities Counsel
CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market
CLIFFBREAKERS RIVERSIDE: Case Summary & Largest Unsec. Creditors
CODFISH LLC: Voluntary Chapter 11 Case Summary
COMMUNITY COUNTRY: Case Summary & 17 Largest Unsecured Creditors

COMPUTER PLACE: Case Summary & 17 Largest Unsecured Creditors
CONTINENTAL AIRLINES: S&P Corrects Rating on 1999 Revenue Bonds
D.C. DIAMOND: Files for Chapter 11 in Virginia
D.C. DEVELOPMENT: EPT Ski-Led Auction on Dec. 4
ELDORADO GOLD: Moody's Assigns 'Ba3' Corp. Family Rating

ENDO HEALTH: Moody's Affirms 'Ba2' Corp. Family Rating
ESSEX PROPERTY: Fitch Hikes Preferred Stock Rating From 'BB+'
ETOWAH VALLEY: Case Summary & 20 Largest Unsecured Creditors
FANWOOD ALE: Voluntary Chapter 11 Case Summary
FARM MINI: Case Summary & 14 Unsecured Creditors

FONTAINEBLEAU L.V.: Chapter 7 Trustee Files Report for 1st Qtr.
FONTAINEBLEAU L.V.: Ch. 7 Trustee to Divvy Up Bond Premium
FONTAINEBLEAU L.V.: Mediation Management Protocol Approved
FRIENDFINDER NETWORKS: S&P Cuts CCR to 'CC' on Forebearance Pact
GOLD'S GYM: New Owner Changes Name to Max Fitness

GOMERA GOVI: Case Summary & 20 Largest Unsecured Creditors
GORDIAN MEDICAL: Enterprise Fleet Out of Creditors Committee
GULF COLORADO: Trustee Hires Firm to Prepare Liquidation Appraisal
GULF COLORADO: Trustee Hires Billy Tiller as Accountant
HILLMAN GROUP: Moody's Affirms 'B2' CFR; Rates Term Loan 'Ba3'

HORSHAM 410: Hires Dimitri L. Karapelou as Bankruptcy Counsel
HOSTESS BRANDS: Wants to Access ACE Insurance's Cash Collateral
HOSTESS BRANDS: PA Workers Honors Union Strike
HRK HOLDINGS: Exclusive Plan Filing Period Extended to Dec. 24
HRK HOLDINGS: Court OKs Morgan, Overchuck as Litigation Counsel

HRK HOLDINGS: Court Approves Stichter Riedel as Counsel
HRK HOLDINGS: Drafted Funding Plan With Port Manatee Officials
HUNTER MILL: Voluntary Chapter 11 Case Summary
INNOVA CENTER: Updated Case Summary & Creditors' Lists
INSPIRATION BIOPHARMA: Sec. 341 Creditors' Meeting on Dec. 4

INSPIRATION BIOPHARMA: Trumps Shareholder Challenge on DIP Loan
JEFFERIES GROUP: Merger Cues Fitch to Sub. Debt Rating on RWN
JERRY'S NUGGET: Fisher and Phillips Okayed as Employment Counsel
JERRY'S NUGGET: Gordon Silver Approved as Bankruptcy Attorneys
JFB FIRTH: Moody's Give 'B3' CFR, Rates New $800MM Credit 'Ba3'

JMJJ LLC: Voluntary Chapter 11 Case Summary
JMR DEVELOPMENT: Has Until Dec. 4 to Propose Chapter 11 Plan
K. DOUGLAS: Case Summary & 20 Largest Unsecured Creditors
K-V PHARMACEUTICAL: Delays Q3 Form 10-Q for Restructuring
KESSLER MOUNTAIN: Voluntary Chapter 11 Case Summary

KNIGHT CAPITAL: Files Form 10-Q, Incurs $764MM Net Loss in Q3
LA JOLLA: Incurs $2.2 Million Net Loss in Third Quarter
LACY STREET: Involuntary Chapter 11 Case Summary
LDK SOLAR: Unit Completes Construction of 12-MW Project in Italy
LE-NATURE'S INC: Krones AG Ends All Disputes

LEGACY RESERVES: Moody's Assigns 'B2' Corp. Family Rating
LEUCADIA NATIONAL: Fitch Places 'BB' IDR on Watch Positive
LEUCADIA NATIONAL: Moody's Reviews 'Ba3' CFR for Upgrade
LEUCADIA NATIONAL: S&P Puts 'BB+' Issuer Credit Rating on Watch
LINDEMUTH INC: Case Summary & 20 Largest Unsecured Creditors

LODGENET INTERACTIVE: Posts $1.9MM Q3 Loss; Bankruptcy Looms
LONGVIEW POWER: Bank Debt Trades at 14% Off in Secondary Market
LONGVIEW POWER: Bank Debt Trades at 17% Off in Secondary Market
LPATH INC: Incurs $1.1 Million Net Loss in Third Quarter
LUCID INC: Incurs $3.1 Million Net Loss in Third Quarter

MALUHIA DEVELOPMENT: Huangs Say Disclosure Statement Unconfirmable
MAPLE LEAF: Case Summary & 6 Largest Unsecured Creditors
MARINA BIOTECH: License Pact with Debiopharm to End on Dec. 5
MARINA DISTRICT: Fitch Cuts Rating on Senior Secured Notes to 'B+'
MCCLATCHY CO: BlackRock Hikes Equity Stake to 12.2%

MGM RESORTS: Files Form 10-Q, Incurs $181.1MM Net Loss in Q3
MILESTONE SCIENTIFIC: Posts $15,000 Net Income in Third Quarter
MISSISSIPPI HOME: S&P Cuts 2 Revenue Bond Issue Rating to 'CCC'
MONITOR COMPANY: Sec. 341 Creditors' Meeting Set for Dec. 14
MONITOR COMPANY: Reaches Agreement to Join Forces With Deloitte

MONITOR COMPANY: Has Approval to Hire Epiq as Claims Agent
MOTORS LIQUIDATION: Has $1.1 Billion Net Assets in Liquidation
MOUNTAIN PROVINCE: Announces Tuzo Deep Diamond Recovery Results
MPG OFFICE: Files Form 10-Q, Reports $95 Million Net Income in Q3
MUSCLEPHARM CORP: Michael Doron Appointed to Board of Directors

NATURE'S WAY: Case Summary & Two Unsecured Creditors
NASSAU BROADCASTING: Wins Extension to File Chapter 11 Plan
NEPHROS INC: Incurs $853,000 Net Loss in Third Quarter
NET TALK.COM: Borrows $100,000 from Vicis Capital
NEW ENGLAND BUILDING: Objects to Appointment of Chapter 11 Trustee

NEWPAGE CORPORATION: Begins Chapter 11 Plan Voting Process
NEXSTAR BROADCASTING: Reports $9.5 Million Net Income in Q3
NEXSTAR BROADCASTING: Completes Offering of $250MM Senior Notes
NORTH BY NORTHWEST: Nov. 28 Hearing on Request for Case Dismissal
NPC INT'L: Moody's Changes Outlook on 'Ba3' Rating to Stable

NPS PHARMACEUTICALS: Incurs $3.3-Mil. Net Loss in Third Quarter
OLYMPUS PACIFIC: Incurs $3.7-Mil. Net Loss in Q1 Ended Sept. 30
OPPENHEIMER PARTNERS: Files Modification to Reorganization Plan
OR PRO MEDICAL: Case Summary & 20 Largest Unsecured Creditors
OVERSEAS SHIPHOLDING: BlackRock Discloses 4.5% Equity Stake

OVERSEAS SHIPHOLDING: Pomerantz Files Class Action Lawsuit
OXIGENE INC: Incurs $2-Mil. Net Loss in Third Quarter
PACIFIC GOLD: Investor Converts Debt to 13.6-Mil. Common Shares
PACIFIC PARTNERS: Case Summary & 2 Unsecured Creditors
PATRIOT COAL: Tannor Partners Credit Fund Buys Claims

PENNFIELD CORP: Has 2nd Interim Access to Fulton's Cash Collateral
PENNFIELD CORP: Has Access to $2 Million Carlisle DIP Facility
PHIL'S CAKE: Can Hire Bill Maloney as Chief Restructuring Advisor
PHIL'S CAKE: Files Schedules of Assets and Liabilities
PHIL'S CAKE: Stichter Riedel Approved as Bankruptcy Counsel

PHIL'S CAKE: Taps Baumann Raymondo to Audit 401(k) Plan
PLY GEM HOLDINGS: Incurs $3.6 Million Net Loss in Third Quarter
POLY SHIELD: Incurs $245,200 Net Loss in Third Quarter
PMI GROUP: Authorized to Expand Scope of E&Y Work
POWERWAVE TECHNOLOGIES: Incurs $52.7MM Net Loss in Third Quarter

PRA INTERNATIONAL: S&P Puts 'B+' CCR on Watch on Dividend Recap
PREMIER PAVING: Wants to Hire Pinnacle as Real Estate Broker
QUALITY DISTRIBUTION: Reports $8.8 Million Net Income in Q3
QUANTUM CORP: Files Form 10-Q, Incurs $12.3MM Loss in Fiscal Q2
QUANTUM CORP: Offering 19.2 Million Common Shares Under Plans

RENEGADE HOLDINGS: Owes $4.1MM in Disputed Federal Excise Tax
ROSE COURT: Case Summary & Largest Unsecured Creditor
RTO VENTURES: Case Summary & 3 Unsecured Creditors
SAFARI ENTERPRISES: Case Summary & 8 Unsecured Creditors
SAGAMORE HOTEL: Developer Sues LNR to Stop Foreclosure

SAN JUAN CABLE: Moody's Hikes Corp. Family Rating to 'B2'
SAVOY GROUP: Case Summary & 19 Unsecured Creditors
SEALED AIR: Moody's Assigns 'Ba1' Rating to New Term Loans
SHEARER'S FOODS: S&P Ups Corp. Credit Rating to 'B' on Refinancing
SIGNATURE STATION: Hires Howick Westfall as Attorneys

SL GREEN: Fitch Rates $200-Mil. Senior Notes Due 2022 'BB+'
STRATA TITLE: Case Summary & 2 Unsecured Creditors
THERAKOS INC: Moody's Assigns 'B3' Corp. Family Rating
TRIBUNE CO: Wins Court Approval to Obtain Exit Financing
TRIBUNE CO: Wants Deadline to Remove Actions Moved to Jan. 31

TRIBUNE CO: Court Approves More Work for Ernst & Young
VALLEY FURNITURE: Shuts Down After Failed Reorganization Attempt
VITRO SAB: Bondholders' Victories Not Reflected in Debt Pricing
WAUPACA FOUNDRY: S&P Keeps 'BB-' Rating on $225MM Downsized Loan
WINCHESTER'S HIGHLAND: Case Converted to Chapter 7 Liquidation

WORSHIP IN TRUTH: Case Summary & Largest Unsecured Creditor

* Moody's Changes Outlook on North-Am Chemicals Sector to Negative
* Moody's Says HFA Shows Resilience Despite Low Interest Rates
* Moody's Says Investment-Grade Power Cos. Face Rating Pressure
* Moody's Says Weak Pace of Global Macro Recovery to Persist

* Jeremy Johnson Joins McDermott's New York Office as Partner

* 7th Cir. Appoints Robyn Moberly as S.D. Ind. Bankruptcy Judge

* Upcoming Meetings, Conferences and Seminars



                            *********

249 ALBANY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 249 Albany Heights LP
        249 Pine Avenue
        Albany, GA 31701

Bankruptcy Case No.: 12-11672

Chapter 11 Petition Date: November 6, 2012

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

Debtor's Counsel: Kim M. Minix, Esq.
                  PERRY & WALTERS, LLP
                  P.O. Box 71209
                  212 North Westover Blvd
                  Albany, GA 31708-1209
                  Tel: (229) 439-4000
                  Fax: (229) 432-9967
                  E-mail: kminix@perrywalters.com

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

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

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

The petition was signed by Mark Breen, manager, Albany Venture,
LLC.


ALETHEIA RESEARCH: Investment Adviser in Chapter 11
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that investment adviser Aletheia Research & Management
Inc. filed a petition for Chapter 11 reorganization.  Aletheia
managed a portfolio of $7.5 billion in April 2011, according to a
company statement.  Founded in 1997, Santa Monica, California-
based Aletheia manages investments for institutions and high net
worth individuals.

According to the report, the bankruptcy filing followed a lawsuit
between co-founders Roger Peikin and Peter Eichler and an
investigation by the Securities and Exchange Commission.  Mr.
Eichler had forced Mr. Peikin out of day-to-day operations.

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 schedules of assets and
liabilities and the statement of financial affairs re due Nov. 26,
2012.  Attorneys at Greenberg Glusker represent the Debtor.  The
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 FERGUSON: Faces Fraud Charges By US Attorney
--------------------------------------------------
Michael Schwartz at Richmond Bizsense reports that Allen Mead
Ferguson, the former head of a Richmond investment firm, is facing
federal criminal charges more than a year after admitting he lied
to several banks about his wealth to keep borrowing money.

Allen Mead Ferguson was charged Oct. 22 by the U.S. Attorney's
Office with mail fraud and money laundering.  The allegations stem
from millions of dollars in bank loans Mr. Ferguson secured by
claiming as collateral assets that did not exist.

"The purpose of the scheme was for Ferguson to obtain funds from
various federally insured financial institutions in order to
personally enrich himself," the report quotes the U.S. Attorney's
Office as stating.

The report relates Mr. Ferguson used to be chairman and chief
executive of Craigie Inc., formerly one of Richmond's oldest
investment banking firms.  Mr. Ferguson was charged via the
criminal information process, which does not require an arrest or
a grand jury indictment.  He is scheduled to appear Nov. 14 in
federal court for bond and plea agreement hearings.  Mr. Ferguson
faces a maximum of 20 years on each criminal count, according to
the U.S. Attorney's Office.  If convicted of mail fraud, he would
also be ordered to forfeit $5.65 million, money the charges claim
was obtained as a result of the alleged crime.  He would also have
to turn over funds or property tied to the money laundering
charge, according to the report.

The report says the criminal allegations come more than 18 months
after Mr. Ferguson and his wife, Mary Rutherfoord Mercer Ferguson,
filed for Chapter 11 bankruptcy protection.  They later filed for
Chapter 7 liquidation.

The report notes Mary Ferguson is not named in the federal
criminal charges.

                       About Allen Ferguson

Allen Ferguson, along with his wife, filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Va. Case No. 11-32141) on March 31, 2011.

Mr. Ferguson signed a Chapter 11 petition for Mercer Rug
Cleansing, Inc. on April 26, 2011 (Bankr. E.D. Va. Case No.
11-32775).  David K. Spiro, Esq., at Hirschler Fleischer, in
Richmond, represents Mercer.  Mercer is estimated to have
$1 million to $10 million in assets and debts in its Chapter 11
petition.


AMERICAN AIRLINES: Has Backing From North Texas Commission
----------------------------------------------------------
The North Texas Commission has formed a group to unite support for
American Airlines as the Fort Worth-based airline goes through
Chapter 11 restructuring, Matt Joyce at Dallas Business Journal
reported.

According to the report, the idea came when the Commission
launched the "American Keeps North Texas Flying" --
http://americankeepsnorthtexasflying.org/-- Web site in
September.

The group's list of supporters includes a range of local elected
officials, business officials and business associations --
Dallas/Fort Worth International Airport, The Beck Group, and
Arlington Mayor Robert Cluck, to name a few, the report said.

The report related that "American Keeps North Texas Flying" points
to American's local economic impact, including its local 25,000
employees, charitable efforts and local subcontractors.  The
report added that American also accounts for 85% of traffic at
D/FW Airport, and links the city to the nation and the world.

The report said the group's intent is not to take sides on issues
relating to the airlines' bankruptcy proceedings, but rather to
thank the airline for being a big player in North Texas.

                      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 SUZUKI: Wins Approval to Assume Sheffield Financing Deal
-----------------------------------------------------------------
American Suzuki Motor Corporation won Bankruptcy Court permission
to assume a 2011 Confidential Financing Services Agreement with
Sheffield Financial, a division of BB&T Financial FSB, and,
pending assumption under section 365 of the Bankruptcy Code, to
continue operating its business on the terms and conditions
of the Agreement, including payments on account of prepetition
obligations, during the Chapter 11 case.

According to the Debtor, a substantial portion of the retail and
other related product financing received by the Debtor's dealers'
customers is provided through Sheffield.  Absent Sheffield
continuing to provide such financing and other arrangements
postpetition, many of the Debtor's customers would be unable to
finance the purchase of Suzuki vehicles and products distributed
by the Debtor and the Debtor's flow of revenue would be
substantially harmed.

Sheffield is engaged in providing open-end credit financing to the
Debtor's motorcycle/ATV/scooter/UTV dealers' retail customers.
Sheffield has agreed to continue offering the open-end credit and
also offer installment loans and other financing products to such
customers.

The Debtor will establish a marketing program whereby the Debtor
will provide Sheffield access to and information regarding the
Debtor's dealer network so that Sheffield may offer its financing
options through dealers to customers.  Sheffield will operate
under its own business/trade name, and the Debtor will publicly
endorse and encourage its dealers to participate in the financing
programs, through written materials and oral promotions to dealers
and customers.

After Sheffield gives the Debtor each month a listing of Suzuki
products being financed under the financing programs for the prior
month and promotion, amount financed and other information, the
Debtor is to pay within 30 days amounts calculated as being owed
by it under the Agreement.

                       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.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

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: Taps Pachulski Stang Ziehl as Bankruptcy Counsel
-----------------------------------------------------------------
American Suzuki Motor Corporation seeks Court permission to employ
the law firm of Pachulski Stang Ziehl & Jones LLP as its general
counsel.

The principal attorneys designated to represent the Debtor and
their current standard hourly rates are:

     Richard M. Pachulski                  $975
     James I. Stang                        $955
     Dean A. Ziehl                         $955
     Debra I. Grassgreen                   $855
     Linda F. Cantor                       $815
     Shirley S. Cho                        $675
     Jonathan J. Kim                       $615
     John W. Lucas                         $525

The firm has received payments from the Debtor during the year
prior to the Petition Date in the approximate amount of
$3,867,655, including the filing fee for this case, in connection
with its prepetition representation of the Debtor.  The firm is
current as of the Petition Date, but has not yet completed a final
reconciliation of its prepetition fees and expenses as of the
Petition Date.  The firm also received a retainer of $750,000 for
services to be rendered in the cases.

The firm attests it has not represented the Debtor, its creditors,
equity security holder, or any other parties in interest, or their
respective attorneys, in any matter relating to the Debtor or its
Estate; it does not hold or represent any interest adverse to the
Debtor's estate; and it is a "disinterested person" as that phrase
is 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.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

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: Hiring Imperial Capital as Investment Banker
-------------------------------------------------------------
American Suzuki Motor Corporation filed papers in Court seeking
formal approval of its engagement of Imperial Capital, LLC, as
investment banker for purposes of marketing the Company's assets.

The Debtor proposes to pay the firm an advisory fee of $100,000
for a minimum of five months, payable in advance, beginning as of
the date of the Engagement Agreement and continuing until the
Debtors' emergence from chapter 11 proceedings or until the
Engagement Agreement is earlier terminated pursuant to its terms.

In the event an auction is conducted where at least one party
other than Suzuki Motor Corporation submits a competing bid, the
Debtor will pay a transaction fee of $2,000,000 upon consummation
of the Transaction.  A Transaction will be deemed to have been
consummated upon the earliest of any of these events to occur:

     (i) the acquisition of a majority of the outstanding common
         stock of the Company by the Buyer;

    (ii) a merger or consolidation of the Company with or into
         the Buyer;

   (iii) the acquisition by the Buyer of substantially all of
         the Company's assets; or

    (iv) in the case of any other Transaction, the consummation
         thereof.

Without regard to whether the Transaction is consummated or the
engagement agreement expires or is terminated, all fees,
disbursements and out-of-pocket expenses incurred by Imperial in
connection with the services to be rendered, will be reimbursed to
Imperial, or paid on behalf of Imperial, promptly as billed.

Imperial was paid a cash deposit of $20,000 against expenses upon
the execution of the agreement.

The Debtor also has agreed to indemnify the firm.

In connection with the execution of the Engagement Letter,
Imperial received $120,000 on account of the Monthly Advisory Fee
for November 2012 and the Deposit.

Imperial attests it (i) has no connection with the Debtor, its
creditors or other parties in interest in the case; (ii) does not
hold or represent any interest adverse to the Debtor's estate; and
(iii) is a "disinterested person" as defined within Bankruptcy
Code section 101(14).

                       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.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

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: Wants to Set Aside $10MM for D&O Indemnification
-----------------------------------------------------------------
American Suzuki Motor Corporation asks the Court for interim and
final orders authorizing the Debtor to honor all obligations
arising under indemnity agreements with its directors and proposed
chief restructuring officer.

The Debtor said the Indemnity Agreements provide for
indemnification of its directors and officers to the maximum
extent permissible under applicable California law.  At the same
time, the indemnification is limited to those items not prohibited
by applicable California law.  As an accommodation to the Debtor
and after good-faith negotiations, the D&Os have agreed to the
terms of the Indemnity Agreements to allow the Debtor to avoid the
difficulty and expense of obtaining directors' and officers'
liability insurance given the current market and the Debtor's
financial condition.

Like all other companies, to induce highly competent persons to
serve the Debtor as directors and officers, the Debtor must
provide such persons with adequate protection against risks of
claims and actions against them arising out of their service to
and activities on behalf of the Debtor.  Typically, companies
provide such protection through D&O Insurance.  However, the
Debtor does not maintain a D&O Insurance policy in the ordinary
course of business and has been unable to obtain cost-effective
D&O Insurance on satisfactory terms.

Therefore, the Debtor's Board of Directors has determined that (1)
it is essential to the best interests of all of the Debtor's
stakeholders that the Debtor act to assure its current Directors
as of the Petition Date and CRO that there will be increased
certainty of such protection in the future, and that (2) it is
reasonable, prudent and necessary for the Debtor contractually to
obligate itself to indemnify such persons to the fullest extent
permitted by applicable law so that they will continue to serve
the Debtor free from undue concern that they will not be so
indemnified.

Accordingly, the Debtor entered into the Director Indemnity
Agreement with its Directors immediately prior to the Petition
Date.  The Director Indemnity Agreement provides indemnification
for all of the Debtor's current Directors effective as of (and for
services rendered commencing on and after) Sept. 10, 2012 -- or
Oct. 3, 2012 in the case of Mr. R. Todd Neilson who was appointed
that day.

The Debtor also entered into the Officer Indemnity Agreement
immediately prior to the Petition Date.  Pursuant to the Officer
Indemnity Agreement, the Debtor will indemnify the CRO effective
as of the date the Debtor is authorized to engage the CRO for
services rendered commencing on and after such date.

Among other things, pursuant to the Director Indemnity Agreement
and Officer Indemnity Agreement, to secure the payment and the
performance of the Company's obligations to all of the
Indemnitees, upon a bankruptcy filing, the Company will request
approval of DIP financing that will include a carve-out from any
secured claim of a DIP lender of not less than $10,000,000 in the
aggregate for the sole purpose of satisfying the Company's
obligations under the Indemnity Agreements.

                       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.

The Debtor also filed a plan of reorganization together with the
petition.  Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products.  NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division.  The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.

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.


AMF BOWLING: Files for Chapter 11 With Plan Agreement
-----------------------------------------------------
Bowling alley operator AMF Bowling Worldwide Inc. and its
affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case
No. 12-36495) on Nov. 12 and 13 with a plan negotiated with first-
lien lenders and the landlord for a majority of bowling centers.

AMF Bowling said in a press release it has reached an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.

AMF is the largest operator of bowling centers in the world. With
clusters of centers located in key metropolitan markets and
unparalleled geographic diversity outside metropolitan areas, AMF
currently operates 262 bowling centers across the United States
and, through its non-Debtor facilities, 8 bowling centers in
Mexico.  AMF operates more than three times the number of bowling
centers of its closest competitor, and it employs roughly 7,000
people.

AMF said its restructuring will proceed on an expedited basis and
will result in the elimination of a significant amount of its
outstanding debt, providing AMF with the operational flexibility
and resources to invest in improvements to its bowling centers and
other growth initiatives.

Steve Satterwhite, AMF's Chief Financial Officer and Chief
Operating Officer, said, "With the support of our key financial
stakeholders, we will recapitalize our balance sheet and
reduce our burdensome debt load and related costs.  This is a
necessary next step in our strategic plan to strengthen AMF
financially and operationally for the future.  Over the past
several years, amid adverse economic conditions that hit our core
customer base hard, we continued to strengthen our operations,
expand our league and open play offerings, and improve the
customer experience.  However, we must right-size our capital
structure to gain the financial flexibility to improve our bowling
centers and make other long-term investments that will help ensure
AMF's future profitability and success."

Debt for borrowed money totals $296 million, including $216
million on a first-lien term loan and revolving credit, and $80
million on a second-lien term loan.

Bloomberg News recounts that AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

              Deal With First Lien Lenders, iStar

AMF said it intends to file a plan of reorganization and related
disclosure statement in the near term, as well as a motion seeking
Court approval of marketing procedures to solicit higher and
better offers as part of the plan.  AMF anticipates completing the
restructuring process and exiting Chapter 11 within approximately
five months.

AMF and a majority (in principal amount) of its first lien secured
lenders negotiated a restructuring term sheet that laid the
foundation for a restructuring support agreement. In addition, AMF
and iStar Financial Inc. (the landlord for 186 of AMF's bowling
centers) have reached an agreement on an amendment to their lease
agreements that avoids litigation and will afford AMF certain
flexibility from an operational perspective.

Under the proposed restructuring:

    * The first lien lenders that have executed the RSA have
committed to "backstop" AMF's Restructuring through a refinancing
and conversion of the existing first lien claims into 100% of the
equity in the reorganized Debtors absent the agreement of a third
party, following a robust marketing process through Court-approved
bidding procedures, to satisfy the first lien claims in full in
cash and otherwise serve as a sponsor of the Debtors' chapter 11
plan.  In addition, in the event that the marketing process does
not yield a winning bidder, the ad hoc group of first lien lenders
has committed, as part of the RSA, to finance a $150 million exit
term loan -- Backstop Party Term Loan -- upon emergence, subject
to not being utilized in favor of possible third-party financing
on terms no less favorable (in which case, the ad hoc first lien
lender group will receive proceeds thereof as the second component
of their recovery);

    * To provide a marker on valuation and ensure that all
creditor recoveries are maximized, AMF intends to immediately
commence a marketing process for the sale of substantially all of
its assets through Court approved bidding procedures and an
auction;

    * Whether consummated through the first lien debt for equity
conversion or a sale to a third party, the Restructuring will (a)
be effectuated pursuant to a chapter 11 plan, (b) result in the
Debtors emerging from chapter 11 with no more than $150 million of
funded term loan indebtedness, and (c) include modifications and
amendments to the iStar Agreements that will provide AMF with
operational flexibility;

    * The Restructuring will be effectuated within 160 days; and

    * The Debtors may terminate the RSA and consider any
alternative transaction during the chapter 11 cases as the Debtors
may reasonably determine in accordance with their fiduciary
duties.

                         Dual-Track Plan

Under the RSA, the Debtors will proceed on a simultaneous "dual
track" basis. The first track provides for AMF to continue to test
the marketplace in an effort to maximize stakeholder recoveries.
The second track provides for a "backstop" agreement from a
majority of first lien lenders.

Under the backstop agreement, first lien debt would be converted
to equity and the lenders would commit to provide necessary exit
financing, all through a chapter 11 plan -- First Lien Proposal.
The First Lien Proposal provides, among other things, that:

    * holders of first lien claims will receive either:

      (a) in the event that the marketing process does not yield a
winning bidder ("Plan Transaction"), their pro rata share of (i)
100% of the reorganized equity in the Debtors (subject to dilution
from a MEIP and second lien warrants) and (ii) proceeds from a
$150 million exit term loan, or (b) upon the sale of AMF to a
third party (a "Sale Transaction"), payment in full in cash;

    * holders of second lien claims will receive either: (a) in a
Plan Transaction, their pro rata share of 10% warrants; or (b) in
a Sale Transaction, recoveries on account of their claims in
accordance with the Bankruptcy Code and relative priorities
thereunder;

    * holders of general unsecured claims will receive either: (a)
in a Plan Transaction, their pro rata share of a funded recovery
amount of [______]; or (b) in a Sale Transaction, recoveries on
account of their claims in accordance with the Bankruptcy Code and
relative priorities thereunder; and

    * any Sale Transaction must not provide for more than $150
million under an exit term loan and no more than $40 million under
an exit revolving loan; provided, however, that the First Lien
Proposal specifically provides that the Debtors may consider any
alternative transaction during the chapter 11 cases in the
exercise of their fiduciary duties (and such alternative
transaction would not be bound by the requirements of the RSA,
including the maximum debt levels).

                     $30 Million DIP Financing

AMF has secured a commitment for debtor-in-possession financing
from certain of its existing first lien secured lenders for $50
million.  Subject to Court approval, these funds will be available
to satisfy obligations associated with conducting AMF's business,
including payment for goods and services provided after the
filing.

The DIP facility provides $30 million of new credit and the
remaining $20 million will be in the form of letters of credit
that "replace" letters of credit that are presently outstanding
under the First Lien Credit Agreement.

First-lien lenders providing the new financing are Liberty Harbor
Master Fund LP, Midtown Acquisitions LP, and funds affiliated with
Credit Suisse Group AG and Goldman Sachs Group Inc.

                    Opposition From Cerberus, JPM

AMF's proposed plan and DIP facility are facing opposition from
second lien lenders.

Cerberus Series Four Holdings, LLC, and JPMorgan Chase Bank, N.A.,
holder of $55.2 million in principal amount of debt owed under the
second lien credit agreement (constituting 69.9% of the second
lien debt outstanding) and $24.6 million of first lien debt
(constituting 11.5% of the first lien debt), have promptly filed
objections to the proposed DIP financing.

According to JPM and Cerberus, the Ad Hoc Group of First Lien
Lenders have attempted to stifle other constituents, including in
particular Cerberus and JPM, from being able to participate
effectively in the Chapter 11 cases.  According to JPM and
Cerberus, the plan is designed to solely benefit the First Lien
Lenders.

Despite numerous requests, the Debtors and the Ad Hoc Group of
First Lien Lenders refused to share this agreement with the Ad Hoc
Group of Second Lien Lenders before filing it, says counsel to JPM
and Cerberus.

The Restructuring Support Agreement obligates the Debtors to
conduct an auction of their businesses, but an auction in which no
bid will be acceptable unless it pays the entire First
Lien Debt in cash -- approximately $215 million -- even if parties
were willing to bid significantly  more than $215 million in
consideration consisting partly in cash and partly in other forms
of consideration.

According to the Second Lien Lenders, the "backstop" provision in
the RSA would essentially wipe out all stakeholders other than the
First Lien Lenders, while the First Lien Lenders would receive
$130 million in cash (approximately 60% of what is owed on the
First Lien Debt) and 100% of the equity in reorganized AMF.
Second Lien Lenders would receive out of the money warrants
for 10% of the equity, while other unsecured creditors would
receive their pro rata share of a paltry $300,000.  Such a plan
could not be confirmed for a variety of reasons, including the
fact that the Ad Hoc Group of First Lien Lenders is seeking to
take value that would result in more than a 100% recovery.

"Several months ago, the Debtors received a number of third party
bids that would have provided value to creditors besides just the
First Lien Lenders, if they were allowed to propose consideration
besides simply cash," the Second Lien Lenders said.

The Second Lien Lenders also point out that they have offered to
provide DIP financing on substantially more attractive terms --
interest lower by 1.75%, 11 months longer term, no need to roll up
the $20 million of prepetition letters of credit, and greater
flexibility with respect to covenants and restrictions placed on
the Debtors.  Even so, the Second Lien Lenders point out that they
are not objecting to the DIP Financing.

However, they do object to the ancillary agreements contained in
the DIP Financing Agreement and the proposed provisions concerning
use of cash collateral that would largely lock these cases into a
path that leads inexorably to the inappropriate plan that is the
subject of the Restructuring Support Agreement and would attempt
to muzzle the Ad Hoc Group of Second Lenders.  Among other things,
the DIP Credit Agreement provides that it will be an Event of
Default if the Debtors lose their exclusive right to file a plan
or if anyone files a plan of reorganization other than the "Plan."
In addition, it will be an Event of Default under the DIP Credit
Agreement if (i) the Debtors fail to file the "Plan" and a related
"Disclosure Statement," each of which "are in form and substance
to the DIP Agent at the direction of the Required DIP Lenders,"
within 90 days of the petition date, (ii) the Court fails to
approve that Disclosure Statement in an order "in form and
substance satisfactory to the DIP Agent at the direction of the
Required DIP Lenders," within 120 days of the petition date, (iii)
this Court fails to enter the "Plan Confirmation Order "in form
and substance satisfactory to the DIP Agent at the direction of
the Required DIP Lenders" within 160 days of the petition date, or
(iv) the "Plan" is not consummated within 180 days of the petition
date.

                         Business as Usual

AMF intends to continue normal business operations during the
restructuring, and its bowling centers are maintaining their
normal schedules and welcoming customers.

Leagues are continuing to bowl as scheduled, and center events and
promotions are continuing as planned.  AMF expects to continue
honoring its customer and league programs and policies, including
those pertaining to coupons, gift cards and refunds.  It is
anticipated that employees will be paid in the normal manner, and
all health and other benefits will continue.  AMF intends to make
timely payment for goods and services received during the
reorganization process in the normal course of business and in
accordance with the terms of existing agreements.

Fred Hipp, AMF's President and Chief Executive Officer, said,
"Over the last several years, Steve and his operations team have
worked hard to improve our bowling centers and operations.  AMF is
now well-positioned to take full advantage of this restructuring.
We're committed to making AMF a truly great company, for both the
bowling public and our employees."

Satterwhite added, "This legal process provides us with the
opportunity to resolve our financial challenges, and it should be
virtually seamless going forward for our customers, suppliers and
employees.  AMF is open for business and our bowling centers are
serving customers as usual, with our centers staff focused on
providing the best possible bowling experience."

                         First Day Motions

AMF has filed customary "First Day Motions" with the Bankruptcy
Court, which, if granted, will help ensure a smooth transition to
Chapter 11 without business disruption and minimize adverse impact
on AMF's employees, customers, suppliers and vendors.

The motions are expected to be addressed promptly by the Court.

QubicaAMF, in which AMF holds a 50% investment, is not included in
the filing and continues to operate outside of the U.S. bankruptcy
process, without interruption.


AMF BOWLING: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead
Debtor: AMF Bowling Worldwide, Inc.
        7313 Bell Creek Road
        Mechanicsville, VA 23111

Bankruptcy Case No.: 12-36495

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                               Case No.
     ------                               --------
     300, Inc.                            12-36496
     American Recreation Centers, Inc.    12-36497
     AMF BCH LLC                          12-36494
     AMF Beverage Company of Oregon, Inc. 12-36498
     AMF Bowling Centers Holdings Inc.    12-36499
     AMF Bowling Centers, Inc.            12-36500
     AMF Bowling Mexico Holding, Inc.     12-36501
     AMF Holdings, Inc.                   12-36502
     AMF WBCH LLC                         12-36493
     AMF Worldwide Bowling Centers
       Holdings Inc.                      12-36503
     Boliches AMF, Inc.                   12-36504
     Bush River Corporation               12-36505
     King Louie Lenexa, Inc.              12-36506
     Kingpin Holdings, LLC                12-36507
     Kingpin Intermediate Corp.           12-36508

Type of Business: AMF Bowling Worldwide, Inc., owns and
                  operates bowling centers in the
                  United States.

Chapter 11 Petition Date: Nov. 12-13, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia

Judge: Hon. Kevin R. Huennekens

Debtors'
Counsel:   Patrick J. Nash, Jr., Esq.
           Jeffrey D. Pawlitz, Esq.
           KIRKLAND & ELLIS LLP
           300 North LaSalle
           Chicago, IL 60654
           Tel: (312) 862-2000
           Fax: (312) 862-2200
           E-mail: patrick.nash@kirkland.com
                   jeffrey.pawlitz@kirkland.com

           -- and --

           Joshua A. Sussberg, Esq.
           KIRKLAND & ELLIS LLP
           601 Lexington Avenue
           New York, NY 10022
           Tel: (212) 446-4800
           Fax: (212) 446-4900
           E-mail: joshua.sussberg@kirkland.com

           -- and --

           Dion W. Hayes, Esq.
           John H. Maddock III, Esq.
           Sarah B. Boehm, Esq.
           MCGUIREWOODS LLP
           One James Center
           901 East Cary Street
           Richmond, VA 23219
           Tel: (804) 775-1000
           Fax: (804) 775-1061
           E-mail: dhayes@mcguirewoods.com
                   jmaddock@mcguirewoods.com
                   sboehm@mcguirewoods.com

Debtors'
Investment
Banker and
Financial
Advisor:   MOELIS & COMPANY LLC

Debtors'
Restructuring
Advisor:   MCKINSEY RECOVERY & TRANSFORMATION SERVICES U.S., LLC

Debtors'
Claims and
Noticing
Agent:     KURTZMAN CARSON CONSULTANTS LLC
           2335 Alaska Avenue
           El Segundo, CA 90245
           Tel: (866) 967-0495
           http://www.kccllc.net/AMF

First Lien
Lenders'
Counsel:   Kristopher M. Hansen, Esq.
           Sayan Bhattacharyya, Esq.
           Marianne S. Mortimer, Esq.
           STROOCK & STROOCK & LAVAN LLP
           180 Maiden Lane
           New York, New York 10038-4982
           Tel: (212) 806-5400

                   -- and --

           Peter J. Barrett, Esq.
           Michael A. Condyles
           KUTAK ROCK LLP
           1111 East Main Street, Suite 800
           Richmond, Virginia 23219-3500
           Tel: (804) 644-1700
           E-mail: peter.barrett@kutakrock.com

Second
Lien
Lenders'
Counsel:   Lynn L. Tavenner, Esq.
           Paula S. Beran, Esq.
           TAVENNER & BERAN, PLC
           20 North Eighth Street, Second Floor
           Richmond, VA 23219
           Telephone: (804) 783-8300
           Telecopy: (804) 783-0178
           E-mail: ltavenner@tb-lawfirm.com
                   pberan@tb-lawfirm.com

                   -- and --

           Ben H. Logan, Esq.
           Suzzanne S. Uhland, Esq.
           Jennifer M. Taylor, Esq.
           O'MELVENY & MYERS LLP
           400 South Hope Street
           Los Angeles, CA 90071-2899
           Telephone: (213) 430-6000
           Facsimile: (213) 430-6407
           E-mail: blogan@omm.com
                   suhland@omm.com
                   jtaylor@omm.com

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

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

The petitions were signed by Stephen D. Satterwhite, chief
financial officer/chief operating officer.

Debtors' Consolidated List of Creditors Holding 30 Largest
Unsecured Claims:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
U.S. Foods, Inc.                   Contracted           $329,179
9399 West Higgins Road,            Services
Suite 500
Rosemont, Illinois 60018
Tel: 847-720-8000
Fax: 847-720-8099

Advantage IQ Inc.                  Contracted           $251,836
Attn.: Accounts Receivable         Services
1313 North Atlantic, 5th Floor
Spokane, Washington 99201
Tel: 800-767-4197
Fax: 509-329-7610

Environmental Waste Solutions      Contracted            $89,499
Inc.                               Services

Corporate Cleaning                 Contracted            $78,396
                                   Services

Granite Telecommunications LLC     Contracted            $74,604
                                   Services

Harriet Gall                       Landlord              $72,612

Oakridge Mall, LP                  Landlord              $71,760

Route Realty                       Landlord              $61,833

Coverall North America Inc.        Contracted            $59,375
                                   Services

Pasadena-Hastings Center           Landlord              $53,991

Staples Technology Solutions       Trade Debt            $47,584

Cohber Press Inc.                  Trade Debt            $46,608

Playa Lincoln, LP                  Landlord              $37,782

Hockenbergs Equipment & Supply     Trade Debt            $34,664
Co. Inc.

Kronos Talent Management Inc.      Contracted            $33,545
                                   Services

Kegel Company Inc., The            Trade Debt            $32,855

Ecolab Pest Elimination Service    Supplies              $32,518

Llewellyn & Co. Properties         Landlord              $31,550

Kegler's Of Charlottesville        Landlord              $30,778

Bowling Music Network              Trade Debt            $29,673

Star Fresno Properties, LLC        Landlord              $28,375

Active West, Inc.                  Landlord              $27,210

Goldstone Project Management, LLC  Landlord              $27,023

Fedele Corporation LLC             Landlord              $25,000

MetLife                            Insurance             $21,501

Green Realty Corp.                 Landlord              $21,369

Framlike Realty Corp.              Landlord              $21,250

Beverly Plaza Partnership          Landlord              $20,833

UNUM Life Insurance Co. of         Insurance             $20,243
America Corp.

Mannington Commercial              Trade Debt            $19,828


AMPAL-AMERICAN: Will Give New Stock to Bondholders
--------------------------------------------------
The chairman of Ampal-American Israel Corp. has decided to hand
the company over to its bondholders after an agreement could not
be reached on a debt restructuring.

Steven Scheer at Reuters reports that a representative of Ampal
and chairman Yossi Maiman made the comment at a meeting with the
creditors committee appointed by a U.S. court.

Ampal filed for Chapter 11 bankruptcy protection in August as it
faced a deepening financial crisis after Egypt halted natural gas
supplies to Israel.  Ampal holds 12.5% of East Mediterranean Gas
Co, the sole supplier of gas from Egypt to Israel until the
Egyptian government cancelled its 20-year agreement signed in the
Mubarak-era earlier this year.

The Reuters report adds Ampal had sought to renegotiate agreements
on three series of bonds with its bondholders and had proposed
postponing paying the principle on its bonds by two years while
offering bondholders shares in the company.  The spokesman noted
Ampal had reached a deal with most main bondholders on a debt
restructuring but that a minority was opposed to any deal.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ampal-American bent to the wishes of the official
creditors' committee and announced Nov. 12 that it will file a
bankruptcy reorganization plan where claims of bondholders will be
exchanged for the new stock.

According to the Bloomberg report, on Nov. 8 the official
creditors' committee submitted papers to the bankruptcy judge
asking for permission to file a reorganization plan.  The panel
said the only reorganization proposal so far made by the company
is the same as the offer "overwhelmingly rejected" by bondholders
before bankruptcy.  The committee sees no alternative to a plan
converting debt to equity.

The report relates that Ampal-American, acceding to the
committee's demand, said it will file the plan by Dec. 6, the day
the committee will appear in bankruptcy court seeking the right to
file a plan.

Short of plan-filing rights, the committee wants the bankruptcy
judge to appoint a Chapter 11 trustee who would oust management.
Appointing a trustee would also allow the committee to file a plan
of its own.  After conceding that bondholders are entitled to
become the new owners, the committee said the only open issue is
how much Ampal's controlling shareholder Yosef A. Maiman must pay
to satisfy claims the company has against him.

The committee said that Ampal's "most significant equity interest"
is a "contingent arbitration claim against the Egyptian
government."

                       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, 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, serve 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.


BASS PRO: S&P Rates New $900 Million Term Loan 'BB-'
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Bass Pro Group LLC's $900 million term loan B with a
recovery rating of '3', indicating its expectation of meaningful
(50% to 70%) recovery in the event of a payment default.  At the
same time, S&P affirmed all other ratings on Bass Pro, including
our 'BB-' corporate credit rating. The outlook is stable.

The company plans to use the proceeds to repay its existing term
loan B. The new term loan matures in 2019.

The ratings on sporting goods and apparel retailer Bass Pro
reflect Standard & Poor's Ratings Services' opinion that the
company's business risk profile is 'fair' and its financial risk
profile is 'aggressive'. "This reflects our expectations that the
company's sales and margins will continue to improve over the next
12 months, which includes the refinancing of higher interest rate
debt, leading to better credit protection measures," said Standard
& Poor's credit analyst Kristina Koltunicki.

"The company's fair business profile reflects the risks we see in
its participation in the highly competitive and widely fragmented
sporting goods and outdoor recreation market. In our view, the
company's good market position, store experience, and diversified
product offering partly offset these factors. Same-store sales
remain positive despite continued high unemployment and economic
pressures in the U.S.," S&P said.

"The stable outlook reflects our expectation that operations will
continue to improve over the next 12 months because of the
company's good value proposition in a slow-growth economy. We
believe that revenue gains and continued margin expansion could
lead to stronger credit metrics over the next year," S&P said.

"We could raise our rating if the company continues to increase
sales in the upper-single digits and lower total debt to EBITDA
toward the mid-3x area. This could occur if EBITDA increases by
approximately 20% from current levels," S&P said.

"We could take a negative rating action if performance erodes
because of a moderate downturn in consumer spending, coupled with
commodity pressures greater than we anticipate. At that time,
EBITDA would have declined by about 15% and credit metrics would
deteriorate such that leverage would increase to the low-5x area.
Additionally, we could lower the rating if the company
demonstrates more aggressive financial policies, including another
meaningful dividend payment," S&P said.


BERNARD MADOFF: Schneiderman Gets $210MM Settlement with Ivy
------------------------------------------------------------
Attorney General Eric T. Schneiderman on Nov. 13 announced a
settlement of over $210 million with the Ivy Asset Management,
LLC, a Bank of New York Mellon subsidiary that advised clients to
invest with Bernard Madoff.  The settlement concludes lawsuits
against Ivy by the Attorney General, the United States Department
of Labor, and private plaintiffs, and provides for the payment of
$210 million by the firm and approximately $9 million by other
defendants.  When added to future amounts Madoff investors
anticipate receiving from the Madoff bankruptcy proceeding,
today's settlement is expected to return all or nearly all the
original investment to those defrauded by the Ponzi scheme in this
case.

"[Tues]day's settlement brings accountability for one of the worst
financial frauds in American history, and justice to defrauded
investors.  We have recovered over $210 million for the victims
who were harmed as a result of the world's most notorious Ponzi
scheme," said Attorney General Schneiderman.  "Ivy Asset
Management violated its fundamental responsibility as an
investment adviser by putting its own pecuniary interests ahead of
the interests of its clients.  An investment adviser should
apprise its clients of risks, but Ivy deliberately concealed
negative facts it uncovered in its due diligence of Madoff in
order to keep earning millions of dollars in fees.  As a result,
its clients suffered massive and avoidable losses."

Between 1998 and 2008, Ivy was paid over $40 million to give
advice and conduct due diligence for clients with large Madoff
investments.  Ivy's due diligence revealed that Madoff was not
investing his funds as advertised.  For example, Madoff's
advertised strategy required him to buy and sell massive amounts
of options in securities, but Ivy learned that there were
insufficient options traded to support Madoff's purported trading
strategy.  When questioned, Madoff gave Ivy three vastly different
explanations to explain the options problem, all of which Ivy knew
to be false.

Internal Ivy documents reveal the firm's deep but undisclosed
reservations about Madoff.  One email from an Ivy principal to his
subordinate stated: "Ah, Madoff, you omitted one possibility -
he's a fraud!"

Despite its reservations, Ivy did not disclose its suspicions to
clients for fear of losing the fees Ivy received through the
Madoff investments.  Instead, it falsely told them that "we have
no reason to believe there is anything improper in the Madoff
operation," and that Ivy's only concern about Madoff was the
difficulty of managing the enormous pool of assets he had under
management.

As a result of Ivy's deception and violation of its fiduciary
duty, Ivy's clients lost over $236 million after Madoff's Ponzi
scheme collapsed.  Among the victims were hundreds of individual
investors as well as dozens of New York union pension and welfare
plans.

In 2010, the Office of Attorney General filed a complaint charging
Ivy with violations of the Martin Act (General Business Law
Sec. 352) for fraudulent conduct in connection with the sale of
securities; Executive Law Sec. 63(12) for persistent fraud in the
conduct of business; and breach of fiduciary duty.  The lawsuit
sought payment of restitution and damages, and disgorgement of all
fees that Ivy received.

"The settlement agreement we're announcing [Tues]day provides a
measure of justice for those Americans who worked hard to prepare
for their retirement and then saw hoped-for stability disappear,?
said Secretary of Labor Hilda L. Solis.  "My department is
committed to ensuring that workers and retirees receive the
benefits they've earned and deserve.  If approved by the court,
this settlement, combined with expected payments from the Madoff
bankruptcy estate, will allow worker benefit plans impacted by
Bernard Madoff's illegal and reprehensible scheme to recover all,
or nearly all, of the money they invested with him."

Under [Tues]day's agreement, Ivy will pay $210 million, which will
be used to return money to investors, and pay the fees and
expenses of the Attorney General, DOL and private plaintiffs.
Investors are also expected to receive substantial additional
payments at a future date from moneys recovered by Irving Picard,
the SIPC Trustee for the liquidation of Madoff's estate.
[Tues]day's settlement, along with money received from Picard, is
expected to compensate defrauded investors for all or nearly all
of the money they invested with Madoff.

This case is being handled by Senior Enforcement Counsel Roger L.
Waldman and Assistant Attorney General Shmuel Kadosh, under the
supervision of Marc B. Minor, Chief of the Investor Protection
Bureau, and Karla G. Sanchez, Executive Deputy Attorney General
for Economic Justice.

                    About Bernard L. Madoff

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

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

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

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

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

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

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


BITI LLC: Hires Fuller & Lowenberg as Accountants
-------------------------------------------------
Biti LLC sought and obtained approval from the Bankruptcy Court to
employ Fuller & Lowenberg & Co. CPAs P.C., in Hauppauge, New York,
as its accountants.

The firm will, among other things:

   a. assist the Debtor in the preparation of monthly operating
      reports and cash flow statements and other schedules, as
      required by the local rules of the Court and the United
      States Trustee's guidelines;

   b. perform routine tax return preparation for the Debtor; and

   c. appear before the Bankruptcy Court, if needed, with respect
      to the acts, conduct and property of the debtor-in-
      possession.

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

                          About Biti LLC

Oyster Bay, New York-based Biti LLC filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-74810) in New York on Aug. 2, 2012.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), scheduled $14,146,612 in assets and $12,900,070 in
liabilities.  The Debtor owns 11.701 acres of property located at
the south side of Skillman Street, west of Bryant Avenue, Village
of Roslyn.

Judge Robert E. Grossman presides over the case.  Ronald M.
Terenzi, Esq., at Stagg, Terenzi, Confusione, & Wabnik, LLP.
The Official Committee of Unsecured Creditors has tapped Rivkin
Radler LLP as counsel.


BITI LLC: Committee Retains Rivkin Radler as Counsel
----------------------------------------------------
The Official Committee of Unsecured Creditors in Biti LLC's cases
sought and obtained approval from the U.S. Bankruptcy Court to
retain Rivkin Radler LLP as counsel, nunc pro tunc to Sept. 5,
2012.

Rivkin Radler will:

   -- advise the Committee with respect to its rights, duties, and
      powers in the Chapter 11 cases;

   -- assist and advise the Committee in its consultation with the
      Debtor in connection with the administration of the case;
      and

   -- assist the Committee in analyzing the claims of the Debtor's
      creditors and negotiating with holders of claims and equity
      interests.

Stuart I. Gordon, a partner at Rivkin Radler, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The primary attorneys and paralegals in Rivkin's Bankruptcy and
Financial Restructuring Group presently designated to represent
the Committee and their current standard hourly rates are:

   Professional                           Rates
   ------------                           -----
   Stuart I. Gordon (Partner)              $485
   Matthew V. Spero (Senior associate)     $345
   Patricia Baker (Paralegal)              $125

                          About Biti LLC

Oyster Bay, New York-based Biti LLC filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-74810) in New York on Aug. 2, 2012.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), scheduled $14,146,612 in assets and $12,900,070 in
liabilities.  The Debtor owns 11.701 acres of property located at
the south side of Skillman Street, west of Bryant Avenue, Village
of Roslyn.

Judge Robert E. Grossman presides over the case.  Ronald M.
Terenzi, Esq., at Stagg, Terenzi, Confusione, & Wabnik, LLP.


BRE PROPERTIES: Fitch Hikes Preferred Stock Rating from 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded the following credit ratings of BRE
Properties, Inc. (NYSE: BRE):

  -- Issuer Default Rating (IDR) to 'BBB+' from 'BBB';
  -- Unsecured revolving credit facility to 'BBB+' from 'BBB';
  -- Senior unsecured notes to 'BBB+' from 'BBB';
  -- Preferred stock to 'BBB-' from 'BB+'.

The upgrade reflects improvement in BRE's credit metrics to levels
consistent with a 'BBB+' rating.  Leverage and fixed-charge
coverage are expected to improve further with sufficient cushion
to sustain through the cycle.  Moderating, yet still notably
strong operating fundamentals will continue to drive growth in
recurring operating EBITDA through 2014.  The company's lack of
meaningful debt maturities through 2017, appropriate liquidity and
adequate unencumbered asset coverage of unsecured debt also
support the rating.

As noted in Fitch's '2012 Midyear Outlook: U.S. REITs', Fitch
expects the positive operating environment for multifamily REITs
will drive a material and sustained improvement in credit metrics
going forward.  BRE's same-store net operating income growth
(SSNOI) has strengthened in 2012 to 6.3% for 3Q'12 from 4.3% for
the year ended Dec. 31, 2011.  Despite Fitch's expectation that
fundamentals will moderate, SSNOI growth is expected to continue
in the low-to-mid single digits through 2014.

BRE has meaningfully reduced debt on an absolute and relative
basis since 2007 through raising equity, selling non-core assets
and reducing development spending.  Leverage improved to 6.9 times
(x) for the trailing twelve months (TTM) ended Sept. 30, 2012 from
7.0x and 8.1x as of Dec. 31, 2011 and Dec. 31, 2010, respectively.
Fitch expects BRE's leverage to decline to 6.1x in 2014 primarily
through organic de-levering (EBITDA growth).  Fitch notes BRE's
ability to sustain leverage metrics through the cycle.  To breach
7.0x in 2015, forecasted recurring operating EBITDA would need to
decline 13% under the base case and 8% under a slow growth
scenario, in excess of the declines experienced in 2009.  Fitch
defines leverage as net debt to recurring operating EBITDA.

BRE's fixed-charge coverage has improved to 2.5x for the TTM ended
Sept. 30, 2012 as compared to a trough of 1.8x in 2008 and 2.2x in
2011.  Fitch expects fixed charge coverage to remain between 2.5x
and 3.0x through 2014.  Fitch defines fixed charge coverage as
recurring operating EBITDA less renewal and replacement capital
expenditures, divided by total interest incurred and preferred
stock dividends.

In a stress case whereby same-store NOI declines are similar to
those experienced by BRE in 2009 and 2010, leverage would surpass
7.5x in 2013 and 2014 and coverage would decline to 2.3x, which
could place pressure on the 'BBB+' rating.

BRE has no material debt maturities until 2017 when 17.9% of total
debt matures. As a result of the long-dated debt maturity schedule
and the recent $300 million unsecured note issuance, liquidity
coverage is appropriate for the rating at 2.1x for the period from
Oct. 1, 2012 through Dec. 31, 2014.  Fitch defines liquidity
coverage as sources (cash, availability under the unsecured
revolving credit facility and projected retained cash flows from
operating activities after dividends and distributions) divided by
uses (debt maturities and amortization, development spending and
projected renewal and replacement capital expenditures).

In addition, BRE maintains a strong level of unencumbered assets
that provides solid coverage of unsecured debt for the rating
category.  Fitch calculates that BRE's ratio of unencumbered
operating real estate to unsecured debt ranges from 2.5x to 3.1x
using a range of capitalization rates from 6.5% to 8.0%.

Balancing these credit positives are the inherent volatility in
multifamily fundamentals, a relatively large development pipeline
and a geographically concentrated portfolio.

In recent years, BRE's SSNOI growth (year-over-year) has ranged
between negative 6.4% and 6.5%. As such, metrics can deteriorate
or improve rapidly.  Although BRE's portfolio operating
performance has been strong on an absolute basis, it is weak
relative to its underlying markets and public peers,
underperforming by 50 - 80bps and 210 - 240bps, respectively from
2008 through 2011.

BRE has traditionally focused on development as an essential
component for growth.  The sizeable scale of BRE's development
pipeline has historically been a credit concern and negatively
impacted the company's leverage ratios.  BRE's management intends
to front-end its development activity and decrease the pipeline's
size through dispositions and contributions to joint ventures.
Unfunded costs to complete construction in progress are less than
5% of gross assets and annual development advances of $200-$250
million can be funded without additional sources of external
capital.  As such, Fitch does not view the current pipeline as a
significant concern given the positive operating fundamentals and
relatively low new project-specific sub-market supply.

The company's portfolio is geographically concentrated. California
comprised 82% of total same-store NOI year-to-date in 2012 with
the San Francisco Bay Area and San Diego accounting for 22% and
21%, respectively.  Fitch notes the seismic risks of the state and
the potential for government budget dynamics to pressure property
taxes.

The Stable Outlook centers on Fitch's expectation that BRE's
credit profile will remain consistent with a 'BBB+' rating through
the cycle, supported by solid multifamily fundamentals and
management's commitment to maintain metrics appropriate for the
'BBB+' rating.  The outlook is also supported by BRE's
demonstrated access to various sources of capital and solid
liquidity profile.

The two-notch differential between BRE's IDR and its preferred
stock ratings is consistent with Fitch's criteria for corporate
entities with a 'BBB+' IDR.  Based on Fitch research on 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis' dated Dec. 15, 2011, these preferred securities are
deeply subordinated and have loss absorption elements that would
likely result in poor recoveries in the event of a corporate
default.

Fitch does not anticipate positive rating momentum in the near
term. However, the following factors may have a positive impact on
the ratings and/or Rating Outlook:

  -- Fitch's expectation of leverage sustaining below 6.0x
     (leverage was 6.9x for TTM ended Sept. 30, 2012);
  -- Fitch's expectation of fixed-charge coverage sustaining above
     3.0x (coverage was 2.5x for the TTM ended Sept. 30, 2012);
  -- Fitch's expectation of unencumbered asset coverage of
     unsecured debt sustaining above 3.0x (as of Sept. 30, 2012,
     UAUD was 2.7x).

The following factors may result in negative momentum on the
ratings and/or Rating Outlook:

  -- Fitch's expectation of leverage sustaining above 7.0x;
  -- Fitch's expectation of fixed-charge coverage sustaining below
     2.5x;
  -- A liquidity shortfall.


CALIFORNIA BAG: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The California Bag LLC
        119 E. 9th Street, Suite 1109 B
        Los Angeles, CA 90079

Bankruptcy Case No.: 12-47656

Chapter 11 Petition Date: November 9, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Susan Balistocky, Esq.
                  1901 Avenue of the Stars #200
                  Los Angeles, CA 90067
                  Tel: (310) 505-8887

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

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

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-47656.pdf

The petition was signed by Philippe Chriki, managing member.


CAMAGUEY PLAZA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Camaguey Plaza, L.L.C.
        6315 S.W. 8 St.
        Miami, FL 33144

Bankruptcy Case No.: 12-36764

Chapter 11 Petition Date: November 6, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Peter D. Spindel, Esq.
                  P.O. Box 166245
                  Miami, FL 33116
                  Tel: (786) 517-4229
                  Fax: (305) 279-2127
                  E-mail: peterspindel@gmail.com

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

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

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

The petition was signed by Nuri Dorra, managing member.


CASELLA WASTE: S&P Hikes Rating on $125MM Subordinated Debt to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Rutland, Vt.-based Casella Waste Systems Inc.

At the same time, S&P raised its issue rating on the company's
$125 million senior subordinated debt to 'B-' from 'CCC+' and
revised the recovery rating to '5', from '6'.  It also raised its
ratings on the company's $21.4 million in unsecured industrial
revenue bonds issued by the Finance Authority of Maine (FAME) in
2005 to 'BB-' from 'B-' and revised the recovery rating to '1'
from '5'.  It simultaneously removed these issue ratings from
CreditWatch, where it originally placed them with positive
implications on Sept. 25, 2012.  Lastly, S&P withdrew its ratings
on the redeemed second-lien notes.

"The affirmation reflects our view that Casella will continue to
generate an adjusted FFO-to-debt ratio that is consistent with the
10%-15% range we expect for the current ratings," said credit
analyst James Siahaan. "The CreditWatch resolution and upgrades of
the debt issues reflect the completed redemption of $180 million
in senior secured second-lien notes due 2014. Casella redeemed its
second-lien notes by using $121 million of net proceeds from an
add-on issuance of senior subordinated notes due 2019, $43 million
of net proceeds from an Oct. 3, 2012, issuance of common stock,
and revolving facility borrowings. We expect that these actions
will result in improved recovery prospects for holders of the
unsecured notes and the FAME bonds."

"The outlook is negative. We could lower the ratings in the next
12 months if economic weakness, price competition, or adverse
movements in recycled commodities or fuel prices cause earnings or
cash flow to deteriorate, so that the company cannot maintain FFO-
to-total adjusted debt of 10% to 15%," S&P said.

"However, we believe Casella could stabilize its credit risk
profile by demonstrating improved operating performance in
subsequent quarters or by divesting noncore assets and using the
proceeds to reduce debt. We believe the company remains committed
to reducing debt, as evidenced by its use of proceeds from a
recent equity offering to help redeem the second-lien notes and
its use of asset divestiture proceeds in 2011 to repay term loan
borrowings. We also believe that the sale of its unprofitable
Maine Energy Recovery Company incineration facility, which it
expects to close by December 2012, could help to support financial
metrics. If this transaction closes, we expect the company's
profitability and cash flows to improve somewhat in subsequent
quarters," S&P said.

"Still, challenging economic conditions, uncertainty regarding
asset sales, and internal growth shape our opinion that it's
unlikely that the pace of deleveraging would be rapid enough to
warrant higher ratings within the next year. While less likely, we
could raise the ratings if there is improvement in operating
results or if proceeds from additional asset sales enable the
company to generate FFO-to-total adjusted debt exceeding 15%," S&P
said.


CDC CORP: Court Ratifies Sale to Peak Technologies
--------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia ratified an Aug. 7 sale of assets
owned by OST International Corporation, a non-Debtor affiliate of
CDC Corp., to Peak Technologies, Inc.  Rajan Vaz has withdrawn his
objection to the sale.

As reported in the Troubled Company Reporter on Sept. 12, 2012,
CDC Corp. asked the Bankruptcy Court to dismiss or overrule Mr.
Vaz's objection, arguing that the sale did not require Court
approval, and that the Sellers had closed the sale over Mr. Vaz's
objection.

                           About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corp., doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at US$100 million
to US$500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC Corp. is
represented by Troutman Sanders.  The Committee tapped Morgan
Joseph TriArtisan LLC as its financial advisor.

The stock of CDC Software Corp. was sold for $249.8 million to an
affiliate of Vista Equity Holdings.

The Debtor won a bankruptcy judge's approval of a Chapter 11 plan
under which shareholders are slated to receive as much as $6.10 a
share.

On July 3, 2012, the Debtor and the Official Committee of Equity
Security Holders filed their First Amended Joint Plan of
Reorganization for CDC Corporation that provides for the sale of
all of the Debtor's assets, for the benefit of the Debtor's
creditors and equity interest holders.  Under the Plan, the
Debtor's chief restructuring officer, Marc Watson, will act as the
disbursing agent and reserve from the sale proceeds sufficient
funds to pay all Allowed Claims in full, plus interest, that
remain unpaid.


CDC CORP: Can Employ Wilmer Cutler as Special Securities Counsel
----------------------------------------------------------------
The Bankruptcy Court has authorized CDC Corp. to employ Wendell C.
Taylor, Esq., of Wilmer Cutler Pickering Hale and Dorr LLP as
special counsel for securities and related matters.

The firm will be compansated at these hourly rates:

         Partner                             $675 to $1,250
         Counsel                             $675 to $835
         Associate                           $395 to $695
         Staff attorney                      $375 to $425
         Litigation support                  $195 to $455
         Project assistant and paralegal     $110 to $150

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

                           About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corp., doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at US$100 million
to US$500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC Corp. is
represented by Troutman Sanders.  The Committee tapped Morgan
Joseph TriArtisan LLC as its financial advisor.

The stock of CDC Software Corp. was sold for $249.8 million to an
affiliate of Vista Equity Holdings.

The Debtor won a bankruptcy judge's approval of a Chapter 11 plan
under which shareholders are slated to receive as much as $6.10 a
share.

On July 3, 2012, the Debtor and the Official Committee of Equity
Security Holders filed their First Amended Joint Plan of
Reorganization for CDC Corporation that provides for the sale of
all of the Debtor's assets, for the benefit of the Debtor's
creditors and equity interest holders.  Under the Plan, the
Debtor's chief restructuring officer, Marc Watson, will act as the
disbursing agent and reserve from the sale proceeds sufficient
funds to pay all Allowed Claims in full, plus interest, that
remain unpaid.


CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 81.89 cents-on-the-dollar during the week ended Friday, Nov. 9,
a drop of 0.63 percentage points from the previous week according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's 'Caa1' rating and Standard &
Poor's 'CCC+' rating.  The loan is one of the biggest gainers and
losers among 189 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                       About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $182.65 million on
$2.96 billion of revenue.  Clear Channel reported a net loss of
$302.09 million on $6.16 billion of revenue in 2011, compared with
a net loss of $479.08 million on $5.86 billion of revenue in 2010.
The Company had a net loss of $4.03 billion on $5.55 billion of
revenue in 2009.

The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders' deficit.

                        Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.  The Company said in its quarterly
report for the period ended March 31, 2012, that its ability to
restructure or refinance the debt will depend on the condition of
the capital markets and the Company's financial condition at that
time.  Any refinancing of the Company's debt could be at higher
interest rates and increase debt service obligations and may
require the Company and its subsidiaries to comply with more
onerous covenants, which could further restrict the Company's
business operations.  The terms of existing or future debt
instruments may restrict the Company from adopting some of these
alternatives.  These alternative measures may not be successful
and may not permit the Company or its subsidiaries to meet
scheduled debt service obligations.  If the Company and its
subsidiaries cannot make scheduled payments on indebtedness, the
Company or its subsidiaries, as applicable, will be in default
under one or more of the debt agreements and, as a result the
Company could be forced into bankruptcy or liquidation.

                           *     *     *

As reported in the TCR on Oct. 17, 2012, Fitch Ratings has
affirmed the 'CCC' Issuer Default Rating (IDR) of Clear Channel
Communications, Inc.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2016; the
considerable and growing interest burden that pressures FCF;
technological threats and secular pressures in radio broadcasting;
and the company's exposure to cyclical advertising revenue.  The
ratings are supported by the company's leading position in both
the outdoor and radio industries, as well as the positive
fundamentals and digital opportunities in the outdoor advertising
space.

The TCR also reported in October 2012 that Standard & Poor's
Ratings Services assigned Clear Channel's proposed $2 billion
priority guarantee notes due 2019 an issue-level rating of 'CCC+'
(the same level as the 'CCC+' corporate credit rating on the
parent company) and a recovery rating of '4', indicating its
expectation for
average (30% to 50%) recovery in the event of a payment default.

"In addition, we are affirming our 'CCC+' corporate credit rating
on both the holding company, CC Media Holdings Inc., and operating
subsidiary Clear Channel, which we view on a consolidated basis;
the rating outlook is negative," said Standard & Poor's credit
analyst Jeanne Shoesmith.

"The CC Media Holdings Inc. reflects the company's steep debt
leverage and significant 2016 debt maturities.  The proposed
transaction extends about $2 billion of debt from 2014 and 2016 to
2019 and reduces 2016 maturities from $12 billion to a little over
$10 billion.  However, the interest rate on the new debt is about
5% higher than the existing term loan B debt. As a result, we
expect that EBITDA coverage of interest will be very thin at about
1.2x and that discretionary cash flow will be only modestly
positive in 2013, hindering the company's ability to repay debt
and afford additional refinancing transactions with similar
interest rate increases.  The transaction increases the company's
flexibility to repay 2014 maturities (currently $1.5 billion),
which previously could only be repaid on a pro rata basis, and now
permits the company to exchange and extend $3 billion of
additional loans.  We still view a significant increase in the
average cost of debt or deterioration in operating performance for
either cyclical, structural, or competitive reasons, as major
risks as the company proceeds with a strategy to deal with its
2016 maturities," S&P said.


CLIFFBREAKERS RIVERSIDE: Case Summary & Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Cliffbreakers Riverside Resort, LLC
        700 West Riverside Boulevard
        Rockford, IL 61103-2173

Bankruptcy Case No.: 12-84202

Chapter 11 Petition Date: November 6, 2012

Court: United States 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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-84202.pdf

The petition was signed by Victor Mattison, authorized member.


CODFISH LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: CODFISH, LLC
        dba Uncle Bacala's
        2370 Jericho Turnpike
        Garden City Park, NY 11040

Bankruptcy Case No.: 12-76604

Chapter 11 Petition Date: November 9, 2012

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

Judge: Alan S. Trust

Debtor's Counsel: Gary C. Fischoff, Esq.
                  STEINBERG, FINEO, BERGER & FISCHOFF
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  E-mail: gfischoff@sfbblaw.com

Scheduled Assets: $52,071

Scheduled Liabilities: $1,761,333

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

The petition was signed by Peter Hewitson, managing member.


COMMUNITY COUNTRY: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Community Country Day School
        Palace Business Center
        1000 State Street, Suite 1416
        Erie, PA 16501

Bankruptcy Case No.: 12-11584

Chapter 11 Petition Date: November 9, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Erie)

Judge: Thomas P. Agresti

Debtor's Counsel: Gary V. Skiba, Esq.
                  YOCHIM, SKIBA & NASH
                  345 West 6th Street
                  Erie, PA 16507
                  Tel: (814) 454-6345
                  Fax: (814) 456-6603
                  E-mail: gskiba@yochim.com

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

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

A copy of the Company's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/pawb12-11584.pdf

The petition was signed by Agnes Priscaro, president.


COMPUTER PLACE: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Computer Place, Inc.
        50 Bureau Drive
        Diamond Square Shopping Center
        Gaithersburg, MD 20878

Bankruptcy Case No.: 12-30056

Chapter 11 Petition Date: November 6, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: David J. Kaminow, Esq.
                  MEISELMAN, SALZER, INMAN & KAMINOW, P.C.
                  611 Rockville Pike, Ste. 225
                  Rockville, MD 20852
                  Tel: (301) 315-9400
                  E-mail: dkaminow@kamlaw.net

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 17 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mdb12-30056.pdf

The petition was signed by Deh-Wei Tu, president.


CONTINENTAL AIRLINES: S&P Corrects Rating on 1999 Revenue Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on
Continental Airlines Inc.'s 6.25% series 1999 Newark Airport
revenue bonds due 2029 by assigning its 'B' senior secured issue
rating on Nov. 12, 2012.

S&P rated the bonds 'B' previously, but withdrew the rating on
Nov. 7, 2012.

Continental is a subsidiary of United Continental Holdings Inc.
(both rated B/Stable/--).

Ratings List

New Rating

Continental Airlines Inc.
Senior Secured
  6.25% series 1999 Newark Airport rev bonds due 2029      B


D.C. DIAMOND: Files for Chapter 11 in Virginia
----------------------------------------------
D.C. Diamond Corporation filed a bare-bones Chapter 11 petition
(Bankr. E.D. Va. Case No. 12-16730) on Nov. 12, 2012.  D.C.
Diamond, owner of real property located in Prince William County,
City of Manassas, and Fauquier County, Virginia, estimated assets
of at least $10 million and liabilities of at least $1 million.
Robert M. Marino, Esq., at Redmon Peyton & Braswell, LLP, in
Alexandria, Virginia, serves as counsel.


D.C. DEVELOPMENT: EPT Ski-Led Auction on Dec. 4
-----------------------------------------------
David Dishneau, writing for The Associated Press, reports the
proposed sale of Wisp Resort to a unit of Kansas City-based
Entertainment Properties Trust for $20.5 million is set for an
approval hearing in U.S. Bankruptcy Court in Greenbelt on Dec. 4,
2012.  Wisp plans to open for the season Nov. 23.

According to the report, the deal with Entertainment Properties
doesn't include the Lodestone golf-course development.  The deal
would include a purchase of about 600 acres and long-term leases
on another 250 acres.

The report relates D.C. Development LLC said the proposed sale,
unless topped by a better bid, "will bring the highest and best
return to creditors and parties in interest over any other
achievable alternative."

If the bankruptcy court in Greenbelt, Maryland, agrees with the
schedule, other bids will be due Nov. 29, followed by an auction
on Nov. 30 and a hearing for approval of sale on Dec. 4, according
to a Bloomberg News report.

                     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.


ELDORADO GOLD: Moody's Assigns 'Ba3' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Eldorado
Gold Corporation, consisting of a Ba3 Corporate Family rating, Ba3
Probability of Default rating, Ba3 senior unsecured rating to the
company's $500 million proposed notes issuance and SGL-2
Speculative Grade Liquidity rating, indicating good liquidity. The
ratings outlook is stable.

Ratings Rationale

Eldorado's Ba3 corporate family rating reflects the company's
concentration of production in gold and its resulting exposure to
volatile gold prices coupled with its modest scale and limited
geographic and mine diversity which is exacerbated by the location
of Eldorado's operations in non-traditional mining jurisdictions
(mainly Turkey, China and Greece). As well, there are significant
execution risks associated with Eldorado's development plans,
which will consume meaningful amounts of cash through the next
several years. Against these constraints, the rating weighs
Eldorado's high-quality assets gauged by its favorable cost
position and long average reserve life and as well as Moody's
expectation that the company will adhere to conservative financial
policies, including maintaining its adjusted leverage below 2.5x.

The stable outlook reflects Moody's expectation that Eldorado will
maintain good liquidity and a conservative balance sheet while it
implements its expansion plans, and that the company will reduce
its capital investment plans should gold prices weaken materially.

Upward rating movement would occur should Eldorado achieve
commercial production at some of its key development projects to
improve its geographic and mine diversity. This would need to be
accompanied by adjusted leverage sustained below 2.5x.

Downward rating movement could occur should material cost overruns
or operational issues develop at any of Eldorado's producing mines
that would have medium term implications. A ratings downgrade
would also result should adjusted leverage exceed 3.5x on a
sustainable basis or the company's liquidity position materially
contract.

The principal methodology used in rating Eldorado 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.

Headquartered in Vancouver, British Columbia, Eldorado Gold
Corporation is a gold producer with operations in Turkey, China
Brazil and Greece. Annual revenues total $1.2 billion.


ENDO HEALTH: Moody's Affirms 'Ba2' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service affirmed Endo Health Solution's Ba2
Corporate Family Rating and Ba2 Probability of Default Rating and
revised the outlook to stable from negative. At the same time,
Moody's upgraded Endo's senior secured bank facilities to Baa3,
following the company's recent and projected repayment of secured
debt, raising the recovery prospects for remaining secured
lenders. Moody's affirmed Endo's senior unsecured notes at Ba3 and
lowered Endo's Speculative Grade Liquidity Rating to SGL-2 from
SGL-1.

Ratings affirmed:

  Ba2 Corporate Family Rating

  Ba2 Probability of Default Rating

  Ba3 (LGD5, 71%) Senior unsecured notes, from Ba3 (LGD5, 78%)

Ratings upgraded:

  Senior secured revolving credit facility to Baa3 (LGD2, 19%)
  from Ba1 (LGD2, 26%)

  Senior secured Term Loan A to Baa3 (LGD2, 19%) from Ba1 (LGD2,
  26%)

  Senior secured Term Loan B to Baa3 (LGD2, 19%) from Ba1 (LGD2,
  26%)

Rating lowered:

  Speculative Grade Liquidity Rating to SGL-2 from SGL-1

The outlook revision to stable from negative reflects good
progress deleveraging from the 2011 acquisition of AMS, combined
with Moody's expectation that deleveraging will continue towards
managements stated debt/EBITDA target of 2.0 to 2.5 times by year-
end 2013.

The upgrade in the senior secured bank facilities to Baa3 from Ba1
reflects the declining proportion in Endo's capital structure
relative to the senior unsecured notes, occurring as a result of
Endo's steady repayment of secured bank debt. The Ba3 rating on
the unsecured notes reflects their junior position to the secured
bank debt. Additional loss absorption is also provided by $379.5
million of convertible subordinated notes (unrated).

The lowering of the Speculative Grade Liquidity Rating to SGL-2
from SGL-1 reflects increased potential for a payout related to a
Department of Justice Investigation, combined with tightening of
financial covenants in the credit agreement occurring in 2013.

Ratings Rationale

Endo's Ba2 Corporate Family Rating reflects its modest size and
scale relative to larger pharmaceutical peers, partially offset by
the company's solid market positioning as a niche player in the
pain market and by its revenue diversity across generic drugs and
medical devices. The ratings also reflect Endo's solid cash flow
generation and deleveraging since the acquisitions of Qualitest
and American Medical Systems ("AMS"). The company's expertise in
pain drugs and DEA compliance act as high barriers to entry, also
a credit strength. Offsetting these strengths, the company has
limited geographic diversity with a substantial majority of its
sales derived in the US. Concentration in Lidoderm is high at 30%
of net sales (albeit declining as a portion of the total), a
constraint on the rating given a generic entrant will enter the
market in 2013 per a settlement agreement. Also constraining the
ratings is the potential for negative legal developments,
particularly related to an unresolved Department of Justice (DOJ)
investigation into promotional practices for Lidoderm.

Further, Endo faces challenges in improving its share price as it
confronts a weak growth outlook stemming from upcoming Lidoderm
erosion. The patent settlement with Watson was credit-positive as
it preserved 15 months of exclusivity for Endo; however, one of
the drawbacks of the settlement is that Lidoderm's steady revenue
decline starting in late 2013 will create an earnings drag and EPS
drag that will be difficult for Endo to overcome.

Despite these challenges, Moody's expects Endo to continue
deleveraging towards its publicly stated target of debt/EBITDA of
2.0 to 2.5 times by year-end 2013, calculated on a basis that nets
$250 million of cash, reflected in the stable outlook. The stable
outlook also reflects Moody's expectation that business
development will not be transformational.

Although not expected in the near term, Moody's could upgrade
Endo's ratings if the company substantially increases its size,
scale and diversification while sustaining conservative credit
metrics including gross debt/EBITDA below 2.5 times. Further, the
DOJ investigation would need to be favorably resolved. Conversely,
Moody's could downgrade Endo's ratings if gross debt/EBITDA is
sustained above 3.0 times. This scenario could occur if Endo
ceases debt repayment, performs debt-financed M&A, or faces a
substantial cash outflow to resolve the open DOJ investigation.

Endo's SGL-2 speculative grade liquidity rating reflects Moody's
expectation for good free cash flow, an undrawn $500 million
revolving credit facility, and good although declining cushion
under financial covenants. However, there is increased risk to the
company's liquidity profile given the unknown size of a potential
cash outflow related to the company's DOJ investigation on
Lidoderm. In the third quarter of 2012 Endo reserved $53 million
related to the investigation, but stated that the ultimate loss,
if any, could be substantially higher than this amount.

The principal methodology used in rating Endo Health Solutions
Inc. was the Global Pharmaceutical Industry Methodology, published
October 2009. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Headquartered in Chadds Ford, Pennsylvania, Endo Health Solutions
is a U.S.-focused specialty healthcare company offering branded
and generic pharmaceuticals, medical devices and services. Endo's
key areas of focus include pain management, urology, oncology and
endocrinology. For the twelve months ended September 30, 2012,
Endo reported net revenues of $3.0 billion.


ESSEX PROPERTY: Fitch Hikes Preferred Stock Rating From 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded the credit ratings of Essex Property
Trust, Inc. and its operating partnership, Essex Portfolio L.P.
(Essex; NYSE: ESS) as follows:

Essex Property Trust, Inc.

  -- Issuer Default Rating (IDR) to 'BBB+' from 'BBB';
  -- Preferred stock to 'BBB-' from 'BB+'.

Essex Portfolio L.P.

  -- IDR to 'BBB+' from 'BBB';
  -- Unsecured revolving credit facility to 'BBB+' from 'BBB';
  -- Senior unsecured term loans to 'BBB+' from 'BBB';
  -- Senior unsecured notes to 'BBB+' from 'BBB'.

The Rating Outlook has been revised to Stable from Positive.

The upgrade of Essex is driven by healthy apartment fundamentals,
combined with management's commitment to a more conservative
balance sheet, which have resulted in an improvement in ESS'
credit metrics to levels consistent with a 'BBB+' rating.

The ratings are supported by ESS' solid, declining leverage level,
strong coverage of fixed charges, and healthy unencumbered asset
coverage of unsecured debt.  Further supporting the ratings are
the company's solid management team and long-term track record as
astute operators and capital allocators in the multifamily sector.

ESS' ratings are also supported by its strategy of owning assets
in supply constrained, high barrier to entry, West Coast markets.
These markets tend to have high population density, proximity to
solid job growth markets, and high cost of for-sale single-family
housing, improving demand drivers for multifamily housing.

For the trailing 12 months (TTM) ended Sept. 30, 2012, fixed-
charge coverage improved to 3.0x, which is appropriate for the
'BBB+' rating level, and is expected to remain approximately 3.0x
through 2014.  Fixed-charge coverage was 2.5x and 2.4x for the
years ended Dec. 31, 2011 and 2010, respectively.  Fitch defines
fixed-charge coverage as recurring operating EBITDA including
Fitch's estimate of recurring distributions from unconsolidated
joint ventures, less Fitch's estimate of recurring capital
improvements divided by interest incurred and preferred stock
distributions.

ESS' net debt to annualized third quarter 2012 (3Q'12) recurring
operating EBITDA was 6.9x, which is consistent with a 'BBB+'
rating.  Leverage was 7.7x and 8.3x as of Dec. 31, 2011, and 2010
respectively.  Fitch projects that leverage will decline to 6.7x
in 2013 and 6.3x in 2014, levels that remain consistent with a
'BBB+' rated multifamily REIT, given the higher degree of Essex's
geographic concentration.

Further supporting the ratings is a high ratio of unencumbered
assets to unsecured debt. Based on applying a 7.5% cap rate to
annualized 3Q'12 unencumbered net operating income (NOI), ESS'
unencumbered assets covered unsecured debt by 2.7x.  The
unencumbered pool is growing as the company replaces maturing
secured debt with unsecured debt and funds new acquisition and
development with equity and unsecured debt, which Fitch views
positively.

ESS has a manageable debt maturity schedule with only 9.2% of
total debt (including pro rata share of JV debt) maturing from
Oct. 1, 2012 through Dec. 31, 2014.  Additionally, ESS has
slightly weak liquidity with a liquidity coverage ratio of 1.0x
through 2014.  This weak liquidity coverage is mitigated by ESS'
recently-demonstrated access to both unsecured and secured debt,
and Fitch's expectation that access to capital will remain strong
for the REIT sector over the next year.  Fitch defines liquidity
coverage as sources of liquidity (unrestricted cash, availability
under its unsecured revolving credit facility, and expected
retained cash flows from operating activities after dividend
distributions) divided by uses of liquidity (pro rata share of
debt maturities, non-discretionary remaining development
expenditures and expected recurring capital expenditures).

The ratings are further supported by strong multifamily
fundamentals in ESS' markets. ESS' same-property NOI (SSNOI)
increased by 9.5% in 3Q'12, following increases of 9.2% and 11.2%
in 2Q'12 and 1Q'12, respectively. SSNOI grew 5.5% in 2011.  Fitch
anticipates that fundamentals will remain strong due to moderate
job growth, moderate new supply, and a high cost of for-sale
single-family housing in ESS' markets, with estimates of SSNOI
growth of 5.5% and 3.7% for 2013 and 2014, respectively.

The ratings also point to the strength of ESS' long-tenured
management team, including senior officers and property and
leasing managers.

Offsetting these credit strengths are the company's geographically
concentrated portfolio, and large development pipeline.

The company is geographically concentrated in three primary
markets -- Southern California (46.7% of NOI including JV's at
100%), San Francisco Bay Area (32.9%), and the Seattle
metropolitan area (17.5%).  As such, the company is more heavily
exposed to fluctuations in only a few markets.  Fitch rates
California GO bonds at 'A-' with a Stable Rating Outlook. While
ESS has outperformed a market-weighted Property and Portfolio
Research (PPR) index over the long term, Fitch notes the seismic
risks of the state.

The company maintains an active development pipeline with
remaining costs to complete the pipeline of $320 million (pro rata
for ESS' ownership percentage of joint ventures where the majority
of the projects reside).  Remaining fundings represent 5.7% of
gross assets.  Should demand decrease in Essex's markets prior to
completion, these projects could serve as a drag on cash flows due
to longer than projected lease-up at less favorable rental rates.

The Stable Rating Outlook is driven by Fitch's expectation that
positive multifamily fundamentals in ESS' markets, combined with
Fitch's expectations of declining leverage and stable coverage,
will support credit metrics that are consistent with the rating.

The two-notch differential between ESS' IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with a 'BBB+' IDR.  Based on Fitch research on 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis' dated Dec. 15, 2011, these preferred securities are
deeply subordinated and have loss absorption elements that would
likely result in poor recoveries in the event of a corporate
default.

Fitch does not anticipate positive rating momentum in the near
term.  However, the following factors may have a positive impact
on the ratings and/or Rating Outlook:

  -- Fitch's expectation of net debt to recurring operating EBITDA
     sustaining below 6.0x (as of Sept. 30, 2012 leverage was
     6.9x).

  -- Fitch's expectation of fixed-charge coverage sustaining above
     3.5x (as of Sept. 30, 2012, fixed-charge coverage was 3.0x).

  -- Fitch's expectation of unencumbered asset coverage of
     unsecured debt sustaining above 3.0x (this ratio was 2.7x at
     Sept. 30, 2012).

The following factors may have a negative impact on the ratings
and/or Rating Outlook:

  -- Leverage sustaining above 7.0x.
  -- Fixed-charge coverage sustaining below 2.5x.
  -- A liquidity shortfall.


ETOWAH VALLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Etowah Valley Country Club, Inc.
        P.O. Box 2150
        Hendersonville, NC 28793

Bankruptcy Case No.: 12-10881

Chapter 11 Petition Date: November 6, 2012

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: Benson T. Pitts, Esq.
                  PITTS, HAY & HUGENSCHMIDT, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: (828) 255-8085
                  Fax: (828) 251-2760
                  E-mail: ben@phhlawfirm.com

Scheduled Assets: $5,748,995

Scheduled Liabilities: $4,701,009

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/ncwb12-10881.pdf

The petition was signed by Frank L. Todd, Jr., president.


FANWOOD ALE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Fanwood Ale House, Inc.
        591 Valley Road, Apartment C
        West Orange, NJ 07052

Bankruptcy Case No.: 12-36697

Chapter 11 Petition Date: November 9, 2012

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

Judge: Donald H. Steckroth

Debtor's Counsel: Vincent Commisa, Esq.
                  20 Manger Road
                  West Orange, NJ 07052
                  Tel: (973) 821-7722
                  Fax: (973) 521-5121
                  E-mail: vcommisa@vdclaw.com

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

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 Lillian J. Duda, president.


FARM MINI: Case Summary & 14 Unsecured Creditors
------------------------------------------------
Debtor: Farm Mini Storage Partners, LLC
        2990 Durango Dr.
        Las Vegas, NV 89117

Bankruptcy Case No.: 12-22486

Chapter 11 Petition Date: November 6, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Talitha Gray Kozlowski, Esq.
                  GORDON & SILVER, LTD.
                  3960 Howard Hughes Pkwy., 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  E-mail: tgray@gordonsilver.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 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb12-22486.pdf

The petition was signed by James M. Meservey, manager of
StorageOne Properties, LLC, Debtor's manager.


FONTAINEBLEAU L.V.: Chapter 7 Trustee Files Report for 1st Qtr.
---------------------------------------------------------------
Soneet R. Kapila, Chapter 7 trustee for Fontainebleau Las Vegas
Holdings LLC, submitted to the Office of the United States Trustee
an interim report for the period ending March 31, 2012, providing
information concerning asset administration and an accounting of
the financial activity in the case.

The Chapter 7 Trustee disclosed that the Debtors have $2,445,167
in total assets composed of a receivable from Fontainebleau
Resort Manager, LLC.

A full-text copy of the Report dated April 30, 2012, is available
for free at http://bankrupt.com/misc/fb_report033112.pdf

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.  Scott L Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors
in their restructuring effort.   Kurtzman Carson Consulting LLC
served as the Debtors' claims agent.  Attorneys at Genovese
Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the
Official Committee of Unsecured Creditors.  Fontainebleau Las
Vegas LLC estimated more than $1 billion in assets and debts,
while each of Fontainebleau Las Vegas Capital Corp. and
Fontainebleau Las Vegas Holdings LLC estimated less than $50,000
in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.

Bankruptcy Creditors' Service, Inc., publishes Fontainebleau
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Fontainebleau Las Vegas Holdings, LLC, and its debtor-
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


FONTAINEBLEAU L.V.: Ch. 7 Trustee to Divvy Up Bond Premium
----------------------------------------------------------
Soneet R. Kapila, Chapter 7 trustee for Fontainebleau Las Vegas
Holdings LLC, asks the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, to approve a pro rata
allocation of the Trustee's 2012-2013 bond premium based on cash
and marketable securities in the estate bank accounts.

Since the conversion of the bankruptcy cases to Chapter 7, the
Chapter 7 Trustee has maintained accounts that comprise proceeds
from the sale of the hotel/casino, which are the subject of
competing lien claims; unencumbered funds in various operating
accounts that were turned over to the Chapter 7 Trustee at the
time of conversion; unencumbered funds that have been recovered
by the Trustee since the conversion; security deposits; and
customer deposits.  The cash and marketable securities in the
Estate Accounts total $106,069,163.

Section 322(a) of the Bankruptcy Code requires that the Chapter 7
Trustee file with the Court a bond in favor of the U.S. Government
conditioned on the faithful performance of his official duties.
Section 322(b)(2) provides for the U.S. Trustee to determine the
amount of the bond.  Because of the combined aggregate sum of
funds in the Estate Accounts, the Office of the U.S. Trustee has
informed the Chapter 7 Trustee that he must post a case-specific
bond in the amount of $107,000,000.  The premium for the case-
specific bond is $166,764, representing a modest increase over the
2011-2012 bond premium, which was $166,119.  The U.S. Trustee
advised that the size of the bond, and the attendant premium, is
attributable largely to the Estate Accounts in which the sale
proceeds are held.

Under these circumstances, the Chapter 7 Trustee asked permission
from the Court to allocate the Bond Premium on a pro rata basis
among the Estate Accounts as follows:

                                                         Pro Rata
                                                         Share of
   Nature of Account                 Amount  Percentage   Premium
   -----------------                 ------  ----------  --------
   Proceeds                    $100,358,999    94.617%   $157,786
   Unencumbered Funds            $5,075,396     4.785%     $7,979
   Security deposits                $24,928     0.024%        $39
   Customer deposits               $273,811     0.258%       $430
   Professional Fee Retainers      $336,028     0.317%       $528
                               ------------  ----------  --------
        Totals                 $106,069,163   100.000%   $166,764

The Chapter 7 Trustee also proposes that, if he is required to
increase the size of the Bond, the additional bond premium be
allocated pro rata among the then-existing balances in the Estate
Accounts.  In addition, the Chapter 7 Trustee seeks approval to
allocate all future annual bond premiums on the same basis as set
forth above without further order from the Court.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.  Scott L Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors
in their restructuring effort.   Kurtzman Carson Consulting LLC
served as the Debtors' claims agent.  Attorneys at Genovese
Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the
Official Committee of Unsecured Creditors.  Fontainebleau Las
Vegas LLC estimated more than $1 billion in assets and debts,
while each of Fontainebleau Las Vegas Capital Corp. and
Fontainebleau Las Vegas Holdings LLC estimated less than $50,000
in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.

Bankruptcy Creditors' Service, Inc., publishes Fontainebleau
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Fontainebleau Las Vegas Holdings, LLC, and its debtor-
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


FONTAINEBLEAU L.V.: Mediation Management Protocol Approved
----------------------------------------------------------
Soneet R. Kapila, Chapter 7 trustee for Fontainebleau Las Vegas
Holdings LLC, sought and obtained approval of mediation management
procedures for actions seeking to avoid and recover preferences
and fraudulent transfers.  Pursuant to the court-approved
procedures, the avoidance actions were referred to mandatory
mediation between May 22 and July 31, 2012, without prejudice to
the Trustee to seek extension, if needed.

"Avoidance Actions" mean all pending adversary filed by the
Chapter 7 Trustee against every defendant except the adversary
proceedings against Jeffrey Soffer, et al. Adv. No. 11-02102-AJC,
Turnberry Associates, et al. Adv. No. 11-02105-AJC, and Camilia
M. Denny and Victor A. Duva, Adv. No. 12-01274-AJC.

The Trustee sought approval of the procedures believing that
mediating is particularly appropriate in the adversaries given
the significant amounts in controversy, the risks of litigation
and the significant amount of attorneys' fees and costs the
estate will incur if litigation continues.

The Court also overruled in part the objection raised by Valley
Forge Fabrics, Inc., complaining that the Chapter 7 Trustee
provided some documents to VFF without the necessity for
discovery, and the Chapter 7 Trustee has not provided all of the
documents VFF deems necessary to prepare for trial and mediation.

The Court appointed Francis L. Cater and Robert M. Fishman as the
sole, co-mediators.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.  Scott L Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors
in their restructuring effort.   Kurtzman Carson Consulting LLC
served as the Debtors' claims agent.  Attorneys at Genovese
Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the
Official Committee of Unsecured Creditors.  Fontainebleau Las
Vegas LLC estimated more than $1 billion in assets and debts,
while each of Fontainebleau Las Vegas Capital Corp. and
Fontainebleau Las Vegas Holdings LLC estimated less than $50,000
in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.

Bankruptcy Creditors' Service, Inc., publishes Fontainebleau
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Fontainebleau Las Vegas Holdings, LLC, and its debtor-
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


FRIENDFINDER NETWORKS: S&P Cuts CCR to 'CC' on Forebearance Pact
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
FriendFinder Networks Inc. to 'CC' from 'CCC'. The outlook is
negative.

S&P lowered the issue-level rating on the company's senior secured
notes to 'CC' with a '3' recovery rating.  It also lowered the
ratings on the senior secured second lien notes to 'C' with a '6'
recovery rating.  It also withdrew the rating at the company's
request.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt. We are withdrawing our ratings at
the company's request."


GOLD'S GYM: New Owner Changes Name to Max Fitness
-------------------------------------------------
Brandy Tuzon Boyd, writing for The Natomas Buzz, reports that
effective Oct. 15, 2012, Gold's Gym in Natomas, California,
started operating as a Max Fitness franchise.  Gold's Gym in
Natomas opened in 2002, filed for Chapter 11 protection under the
U.S. Bankruptcy Code in May 2011.


GOMERA GOVI: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gomera Govi I, Inc.
        aka Gomera Govi, Inc.
        65th Infanteria Station
        P.O. Box 29618
        Rio Piedras, PR 00929

Bankruptcy Case No.: 12-09034

Chapter 11 Petition Date: November 9, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jacqueline Hernandez Santiago, Esq.
                  HERNANDEZ LAW OFFICES
                  P.O. Box 366431
                  San Juan, PR 00936-6431
                  Tel: (787) 751-1836
                  E-mail: quiebras1@gmail.com

Scheduled Assets: $2,473,500

Scheduled Liabilities: $3,609,606

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/prb12-09034.pdf

The petition was signed by Alfredo Gonzalez, president.


GORDIAN MEDICAL: Enterprise Fleet Out of Creditors Committee
------------------------------------------------------------
Frank Cadigan, the Assistant United States Trustee, has disclosed
that the Official Committee of Unsecured Creditors in Gordian
Medical, Inc.'s Chapter 11 case lost a member after Enterprise
Fleet Management stepped down.

The Creditors Committee now consists of:

           1) Medline Industries, Inc.
              Shane M. Reed
              1 Medline Place
              Mundelein, IL 60060
              Tel: (847) 643-4103
              Fax: (866) 914-2729

           2) Hartmann USA, Inc.
              John Gilbert
              481 Lakeshore Parkway
              Rock Hill, SC 29730
              Tel: (803) 985-1125
              Fax: (803) 325-7614

           3) De Royal Industries, Inc.
              Tracy G. Edmundson
              200 DeBusk Lane
              Powell, Tennessee 37849
              Tel: (865) 362-2334
              Fax: (865) 362-1340

           4) Dermarite Industries, LLC
              Naftali Minzer
              P.O. Box 631
              Hawthorne, New Jersey 07507
              Tel: (973) 569-9000  X132
              Fax: (973) 807-1868

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The company has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

The Debtor estimated assets and debts of up to $50 million.  It
has $4.3 million in cash and $31.1 million in receivables due from
Medicare.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GULF COLORADO: Trustee Hires Firm to Prepare Liquidation Appraisal
------------------------------------------------------------------
Ronald Hornberger, the Chapter 11 trustee of Gulf, Colorado & San
Saba Railway Corporation, won Bankruptcy Court approval to employ
Kenneth Young & Associates as appraiser.

The Chapter 11 Trustee needs the firm to prepare a liquidation
appraisal of the Debtor' assets to aid and assist the trustee in
his decision about whether to sell the Debtor's railroad
operations and associated assets as a "going concern", that is, as
an operating short line railroad, or, to close down the operations
altogether and embark upon a liquidation of the assets.

In September, the Trustee obtained Court permission to employ JR
Bentley Company as Railroad Consultant as of Aug. 3.

The Chapter 11 Trustee intends to pay Mr. Young, the firm's
principal, an upfront payment totaling $11,500 upon the firm's
commencement of work.

The firm may be reached at:

          KENNETH YOUNG & ASSOCIATES
          1066 Florida, Suite 101
          Elk Grove, IL 60007
          Tel: 847-524-7137
          Fax: 847-524-5985
          E-mail: keny@comcast.net

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Tex., represented the
Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.

Ronald Hornberger was named as Chapter 11 trustee to oversee the
Debtor's operations through its employees.


GULF COLORADO: Trustee Hires Billy Tiller as Accountant
-------------------------------------------------------
Ronald Hornberger, the Chapter 11 trutee of Gulf, Colorado & San
Saba Railway Corporation, filed papers in Bankruptcy Court seeking
permission to employ Billy J. Tiller, CPA -- bjtiller@aol.com --
in San Antonio, Texas, as his accountant.  The Trustee needs Mr.
Tiller to prepare and file the Debtor's federal income tax return
and any state franchise or other tax returns, and to continue
providing other professional accounting services.

Mr. Tiller charges $200 an hour.

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Tex., represented the
Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.

Ronald Hornberger was named as Chapter 11 trustee to oversee the
Debtor's operations through its employees.


HILLMAN GROUP: Moody's Affirms 'B2' CFR; Rates Term Loan 'Ba3'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to The Hillman
Group, Inc.'s $77 million delayed draw term loan and affirmed all
other existing ratings including the B2 corporate family and
probability of default ratings, the Ba3 senior secured bank debt
ratings, the B3 senior unsecured notes rating, and the SGL-3
speculative grade liquidity rating. The outlook is stable.

The delayed draw term loan, if exercised, will increase the
company's leverage by about 0.8 times, pushing debt/EBITDA well
above 7 times. "We expect Hillman will use the proceeds for tuck-
in acquisitions or capital projects that will generate EBITDA and
lead to deleveraging over time," stated Moody's Analyst Mariko
Semetko. Based on Hillman's track record of deleveraging after
debt-funded acquisitions, Moody's expects leverage to come down to
a level more appropriate for the B2 corporate family rating within
six to twelve months. The ratings or the outlook could be
negatively impacted if the potential acquisitions or capital
projects are not EBITDA accretive and leverage remains high.

Hillman has until April 1, 2013 to exercise the delayed draw, at
which point the delayed draw facility will expire. The company can
make up to two separate drawings totaling $77 million with a
minimal drawing amount of $25 million each.

The following rating was assigned:

  - $77 million senior secured delayed draw term loan due May 2016
    at Ba3 (LGD2, 26%)

The following ratings were affirmed and LGD modified:

  - Corporate family rating at B2;

  - Probability of default rating at B2;

  - $30 million senior secured revolving credit facility due May
    2015 at Ba3 (LGD2, 26% from 24%);

  - $314 million senior secured term loan due May 2016 at Ba3
    (LGD2, 26% from 24%);

  - $200 million senior unsecured notes due June 2018 at B3 (LGD5,
    75% from 72%);

  - Speculative grade liquidity rating of SGL-3

Ratings Rationale

Hillman's B2 corporate family rating reflects its high debt
levels, acquisitive growth strategy, aggressive financial
policies, and modest scale. Since its May 28, 2010 LBO, the
company has used debt financing to make a series of acquisitions,
resulting in high and volatile debt leverage. The company's
private equity ownership increases the likelihood of aggressive
financial policies and shareholder-friendly activities that could
be detrimental to lenders. At the same time, Hillman's rating is
supported by the replenishment nature and low price point of its
products, which limits the company's susceptibility to changes in
discretionary consumer spending and provides a high degree of
earnings stability. The rating is also supported by the company's
credible position with well recognized retailers.

The stable outlook reflects Moody's expectation for modest organic
revenue and earnings growth and the maintenance of adequate
liquidity. Furthermore, the outlook assumes that, if the company
borrows under the delayed draw term loan, proceeds will be used
solely for accretive acquisitions or capital projects that will
result in deleveraging within six to twelve months.

Material debt funded acquisitions, sustained erosion in operating
margins, sustained negative free cash flow, or deterioration of
liquidity for any reason could negatively impact the B2 rating.
Specifically, debt/EBITDA sustained near 7.5 times or
EBITA/interest expense approaching 1.0 time could result in a
downgrade.

The magnitude of improvement in credit metrics required to sustain
a higher rating and an aggressive fiscal policy constrain upward
momentum. An upgrade is unlikely absent an equity funded
acquisition or contribution to debt paydown that materially
improves the credit profile. Specific metrics required for a
higher rating include debt/EBITDA below 4.5 times and free cash
flow/debt approaching 10%.

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

Hillman Group, Inc., headquartered in Cincinnati, OH, sells
hardware including fasteners, rods, keys, tags and signs to
retailers in the North and South Americas as well as in Australia.
It also provides related services including installing and
maintaining key duplication and engraving machines. Revenues are
over $500 million. Since the May 28, 2010 buyout, Hillman is owned
by private equity firm Oak Hill Capital Partners.


HORSHAM 410: Hires Dimitri L. Karapelou as Bankruptcy Counsel
-------------------------------------------------------------
Horsham 410, LLC, filed papers in Court seeking permission to
employ:

          Dimitri L. Karapelou, Esq.
          Law Offices of Dimitri L. Karapelou, LLC
          1600 Market Street, 25th Floor
          Philadelphia, PA 19103
          Tel: (215) 391-4312
          Fax: (215) 391-4350
          E-mail: dkarapelou@karapeloulaw.com

The Debtor said it is not sufficiently familiar with its rights
and duties as to be able to plan and conduct proceedings without
the aid of competent counsel, said Charles Gallub, managing member
of Willow Grove CG/GP, general partner of Willow Grove York-
Gallub, L.P., sole member of the Debtor.

To the best of the Debtor's knowledge, the Karapelou firm (a) does
not hold or represent an interest adverse to the estate, and (b)
is a "disinterested person" pursuant to 11 U.S.C. Sec. 101(14).

Horsham 410, LLC, owns and operates commercial real estate located
at 410 Horsham Road, Horsham, Montgomery County, Pennsylvania.
The Property is currently rented to two tenants under lease.
Horsham 410 LLC filed a Chapter 11 petition (Bankr. E.D. Pa. Case
No. 12-19941) in Philadelphia on Oct. 23, 2012.  The Debtor, a
Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B),
estimated at least $10 million in assets and liabilities.

Judge Jean K. FitzSimon presides over the case.


HOSTESS BRANDS: Wants to Access ACE Insurance's Cash Collateral
---------------------------------------------------------------
Hostess Brands, Inc., asks the Bankruptcy Court for entry of an
order authorizing them to utilize the cash collateral of ACE
American Insurance Company nunc pro tunc as of November 1, 2012,
for any deductible or other payments required to be made by the
Debtors on account of claims incurred under their workers'
compensation and automobile liability policies issued by ACE or
ACE's affiliates, which currently amount to roughly $2.3 million
to $2.6 million per month.

Since at least 2003-2004, ACE had sold auto liability, workers'
compensation and general liability policies to the Debtors,
generating premiums of almost $25.5 million from 2006 through
2012.  In July 2012, ACE notified the Debtors that it would not
renew its insurance policies with the Debtors, and the last day of
coverage under the ACE program was October 7, 2012.  ACE's notice
of non-renewal forced the Debtors to obtain replacement insurance
policies from a new carrier at a higher premium.  Accordingly, the
ACE policies are now in "run-off," and the additional liquidity
constraints caused by ACE's cancellation of its insurance policies
will reach approximately $16.2 million in the fourth quarter of
2012.

Under the terms of certain of the previously issued ACE auto
liability and workers' compensation policies, the Debtors continue
to reimburse ACE more than $2.3 million per month in Deductible
Payments on account of legacy claims under the ACE policies in
runoff.  ACE holds more than $120 million in cash collateral
previously provided by the Debtors to secure the Debtors'
reimbursement obligations under the run-off policies.  Based on an
analysis prepared by an outside actuarial firm using well-accepted
methods for calculating ultimate losses in run-off programs, the
Debtors have determined that ACE is over-collateralized by more
than $28 million.  Moreover, the limited claims information
provided by ACE in June 2012 shows that, using ACE's own analysis,
ACE was then over-collateralized by almost $18 million.  If the
Debtors continue to pay the Deductible Payments, the amount of
over-collateralization will continue to increase, as the number
and amount of "unpaid" claims decreases over time.  Accordingly,
the Debtors have essentially "prepaid" their obligations under the
ACE Insurance Program.  Requiring them to deplete precious cash
from the estates while ACE sits on over $120 million in liquid
cash collateral harms the estates and all the Debtors' other
creditors.

Therefore, allowing the Debtors to use ACE's cash collateral to
pay Deductible Payments under the ACE Insurance Program is amply
justified given the continuing adequate protection provided to ACE
by the large equity cushion in ACE's collateral, as well as the
various protections already provided to ACE under the terms of the
First Insurance Order.

                       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.


HOSTESS BRANDS: PA Workers Honors Union Strike
----------------------------------------------
The Associated Press reports that several hundred workers at a
Hostess plant in northeast Philadelphia were off the job honoring
a bakers' union strike by the at the bankrupt company's plants
across the country.

According to AP, the walkout that began on Nov. 9, 2012, came
after Hostess Brands Inc. imposed a contract that would cut wages
and benefits 27% to 32%, with an immediate 8% wage reduction, the
Bakery, Confectionery, Tobacco Workers and Grain Millers
International Union said.  Officials say the company stopped
making contributions to the workers' pensions last year, and 92%
of union members voted to reject the contract in September.

About 330 workers at the Philadelphia plant have joined several
dozen workers from Maine who arrived to picket, The Philadelphia
Inquirer reported, according to AP.  Only some Hostess workers are
free to strike, according to a union fact sheet, but the existing
contract allows striking workers to set up picket lines at other
plants, and workers at those plants can honor the picket lines.

According to AP, James Condran, an international union
representative who was at the Philadelphia plant, told The
Philadelphia Inquirer that thousands of workers are protesting the
company's action across the country.

The report relates Hostess Brands acknowledged "concessions (that)
are tough" but urged workers to remain on the job "to rebuild the
company."

Hostess warned in a statement last week that a widespread strike
would prompt the company "to liquidate if we are unable to produce
or deliver products" and it would then lay off most of its 18,300-
member workforce "and focus on selling its assets to the highest
bidders."

As reported by the Troubled Company Reporter, Hostess Brands on
Monday said it will permanently close three bakeries as a result
of a nationwide strike initiated Nov. 9 by the 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.

                       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.

The 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.


HRK HOLDINGS: Exclusive Plan Filing Period Extended to Dec. 24
--------------------------------------------------------------
HRK Holdings LLC sought and obtained an extension until Dec. 24,
2012, of the exclusive period to file its Chapter 11 plan and
disclosure statement.  The Debtors also obtained an extension of
the solicitation period for a period of 60 days to Feb. 22, 2013.

In seeking an extension, the Debtor said it has several projects
that require immediate attention, including but not limited to:

   a) completing due diligence items in order to close on a sale
      of 32 acres of property to Air Products by Nov. 26, 2012;

   b) working with engaged investment brokers to market additional
      property for sale;

   c) working with engaged investment brokers in negotiations with
      tenants and contracted parties;

   d) working with the Florida Department of Environmental
      Regulation and Regions Bank to ensure the financial ability
      to maintain the environmental integrity of the site; and

   e) working with newly engaged trial counsel related to
      litigation styled and numbered HRK Holdings, LLC v. Ardaman
      & Associates, Inc., et al., Case No. 2012-CA-3631 pending in
      the Circuit Court for Manatee County, Florida.

                        About HRK Holdings

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

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

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

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


HRK HOLDINGS: Court OKs Morgan, Overchuck as Litigation Counsel
---------------------------------------------------------------
HRK Holdings LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Morgan & Morgan, PA and Overchuck &
Byron, PA, as special litigation counsel.

As reported in the Oct. 3, 2012 edition of the Troubled Company
Reporter, the Debtors require the services of special counsel to
provide advice, consulting services, and litigation services in
connection with pursuing damages resulting from the planning,
design, construction, maintenance, assembly, product defects,
negligence, supervision, and any direct or indirectly related
matters arising out of the closure of the stack systems and
damages to its Gypstack property and other property against any
person, firm, corporation, agency, government, or entity that
might be liable for damages, including but not limited to the
lawsuit that is currently pending in the Circuit Court for Manatee
County, Florida as Case No. 41-2012-CA-003631.

The Debtors have also filed a motion to modify the terms of the
employment of James W. Martin, P.A. and William D. Preston, P.A.
to provide services on a contingency fee basis.

The Debtors propose to compensate Morgan & Morgan, Overchuck &
Byron, the Martin Firm, and the Preston Firm on a contingency
basis:

   (a) The firm will receive 40% of any recovery.

   (b) An additional 5% of any recovery up to $25 million after
       institution of any appellate proceeding is filed or post-
       judgment relief or action is required for recovery on the
       judgment.  (Morgan & Morgan, and Overchuck & Byron may
       choose to perform these services or retain outside
       counsel.)

   (c) In the event that this claim, or any portion thereof, is
       brought against a defendant or defendants whose liability
       is governed pursuant to the Federal Tort Claims Act, 28
       U.S.C.A. Sec. 1346, attorneys' fees are limited to 25% of
       the total gross recovery as to those defendants.

   (d) In the event that this claim, or any portion thereof, is
       brought against a defendant or defendants whose liability
       is governed pursuant to Florida Statutes Sec. 768.28,
       attorneys' fees are limited to 25% of the total gross
       recovery as to those defendants.

   (e) In the event of a negotiated settlement the client may
       choose to receive the client's portion of the settlement
       proceeds in cash up front, or alternatively paid out over a
       period of time in the future and funded by the defendant(s)
       through the use of insurance annuities.  Regardless of how
       the client chooses to receive the client's portion of the
       settlement, Morgan & Morgan and Overchuck & Byron and the
       associating attorneys have the option of receiving all or
       part of the attorneys' fee and expense portion of the
       settlement as either cash up front or paid over time to
       Morgan & Morgan and Overchuck & Byron.

   (f) In the event of a partial settlement or recovery, with the
       case continuing against any remaining defendant(s),
       attorneys' fees and expenses are due from the partial
       settlement and a reasonable sum from the partial settlement
       may at the discretion of Morgan & Morgan and Overchuck &
       Byron be retained in trust and used to defray future
       expenses incurred in litigating with the remaining
       defendant(s).

The contingency fees will be allocated among the individual firms
-- 85% of any fee will be shared by Morgan and Morgan and
Overchuck & Byron, which will be split with Morgan & Morgan
receiving 51% of the 85% and 15% of any fee will be shared by the
Martin Firm and the Preston Firm, with each of the associating
attorneys to receive 7.5% of the 15%.

Morgan & Morgan and Overchuck & Byron will advance on behalf of
the Debtors all expenses reasonably necessary in the prosecuting
of the case.  Morgan & Morgan and Overchuck & Byron will also
advance costs to retain the services of consultants or experts, if
needed, and any electronic discovery management software and/or
storage deemed reasonably necessary to prosecute this action.  The
advanced costs shall bear interest at 7.5% per annum.

                        About HRK Holdings

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

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

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

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


HRK HOLDINGS: Court Approves Stichter Riedel as Counsel
-------------------------------------------------------
HRK Holdings LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Stichter, Riedel, Blain & Prosser as
counsel.

Barbara A. Hart, Esq., an attorney at the firm, disclosed that her
firm rendered services to HRK Holdings prior to the petition date.
Immediately prior to the petition date, the firm received $70,000
from the Debtor on account of the prepetition services and as
retainer for postpetition services.

Stichter Riedel also represents HRK Industries LLC, an affiliated
entity, in its own Chapter 11 case.  Ms. Hart says the retainer
also applies to the services performed or to be performed on
behalf of HRK Industries.

Stichter Riedel represented HRK Holdings as purchaser of real
property from the Mulberry Phosphate Company chapter 7 bankruptcy
estate, but has not continued to represent Holdings post-closing.
A former partner of the firm continued to represent Holdings after
leaving Stichter Riedel.

                        About HRK Holdings

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

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

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

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


HRK HOLDINGS: Drafted Funding Plan With Port Manatee Officials
--------------------------------------------------------------
Josh Salman at Bradenton Herald reports that e-mails obtained by
the Herald show Port Manatee officials and HRK Holdings LLC were
discreetly collaborating earlier this year and drafting a $5.4
million funding request to the Florida Legislature in January to
clean up environmental violations from a port dredging project
last year that spilled 170 million gallons of toxic water into
Tampa Bay.

The report says the documents show HRK founder and Chairman
William "Mickey" F. Harley III was involved directly in
discussions with the port over Piney Point.  The report notes a
senior ranking Port Manatee official told the Herald last month
that the quasi-government agency had never heard of Mr. Harley's
name when questioned about scars in his business background.

The report relates Mr. Harley was among just a handful of
stakeholders included in the correspondence, which sought to avoid
the legal battle that now surrounds the former fertilizer
processing facility by seeking $5.4 million from the state's
phosphate trust fund.

The report says the Manatee County Commission, which also serves
as the Port Authority, did not approve the plan and apparently was
never collectively notified of the funding attempt -- a policy
decision that should have requires board consent, according to
commissioners.  Port officials met in Tallahassee with
representatives from HRK and the state Department of Environmental
Protection in January, where they vetted the funding concept, the
report adds.

According to the report, HRK and the Port staff crafted an eight-
page draft proposal that was designed to sidestep any litigation
that could arise between the two parties.  The agreement called
for sending $3.7 million from the trust fund to the Port Authority
to reimburse claims by the dredging contractor, $1 million to HRK
to assist with immediate repairs and another $700,000 for HRK to
use on any future clean up at the site.

The report says, although it gained early support from the DEP,
the $5.4 million proposal never made its way to the state's annual
legislative session in March -- in part because it never won Gov.
Rick Scott's support.

                        About HRK Holdings

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

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

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

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


HUNTER MILL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Hunter Mill East, L.L.C.
        1627 Hunter Mill Road
        Vienna, VA 22182

Bankruptcy Case No.: 12-16697

Chapter 11 Petition Date: November 9, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Christopher A. Jones, Esq.
                  WHITEFORD TAYLOR & PRESTON, LLP
                  3190 Fairview Park Drive, Suite 300
                  Falls Church, VA 22042
                  Tel: (703) 280-9263
                  Fax: (703) 280-8942
                  E-mail: cajones@wtplaw.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 John M. Thoburn, manager.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hunter Mill West, L.C.                12-16698            11/09/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
John M. Thoburn                       12-11244            02/27/12
Thoburn Limited Partnership           12-11243            02/27/12


INNOVA CENTER: Updated Case Summary & Creditors' Lists
------------------------------------------------------
Lead Debtor: Innova Center East Cobb LLC
             2501 E. Piedmont Road, Suite 200
             Marietta, GA 30062-7755

Bankruptcy Case No.: 12-77948

Chapter 11 Petition Date: November 6, 2012

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

Judge: James Massey

Debtor's Counsel: Robert D. Schwartz, Esq.
                  SCHWARTZ & BINKLEY, P.C.
                  87 Vickery Street
                  Roswell, GA 30075
                  Tel: (770) 993-1005
                  Fax: (770) 993-9672
                  E-mail: bobschwartzlaw@aol.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Innova Center Roswell LLC              12-77950
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Raymond Palermo, manager.

A. A copy of Innova Center East Cobb LLC's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb12-77948.pdf

B. A copy of Innova Center Roswell LLC's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb12-77950.pdf


INSPIRATION BIOPHARMA: Sec. 341 Creditors' Meeting on Dec. 4
------------------------------------------------------------
The Office of the US Trustee in Boston will hold a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 of
Inspiration Biopharmaceuticals Inc. for Dec. 4, 2012, at 12:30
p.m. at Suite 1055, U.S. Trustee Office, J.W. McCormack Post
Office & Court House.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy of Murphy & King.  It estimated assets of more
than $100 million on its Chapter 11 petition.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen is also owed
$19.4 million in unsecured debt.  There is another $12 million in
unsecured claims.   Ipsen is pledged to provide $18.3 million in
financing.

As part of its bankruptcy, Inspiration is seeking to sell its
assets to a third party purchaser.  Ipsen -- http://www.ipsen.com/
-- a global specialty driven pharmaceutical company, also has
agreed to include its hemophilia assets in the sale process under
certain conditions.  Ipsen is represented by J. Eric Ivester,
Esq., at Skadden Arps.


INSPIRATION BIOPHARMA: Trumps Shareholder Challenge on DIP Loan
---------------------------------------------------------------
A co-founder and shareholder of Inspiration Biopharmaceuticals,
Inc., which develops drugs to combat hemophilia, has accused the
Company's lender of using the bankruptcy proceedings for its own
benefit.

Scott Martin earlier this month lodged an objection to the
postpetition financing being provided by Ipsen Pharma, S.A.S.  In
court papers filed Nov. 1, Mr. Martin said the Ipsen financing
should be denied because there is a better financing alternative
available, the DIP Lender's obligation to fund is illusory because
it is subject to conditions precedent which the Debtor cannot
deliver and the Court cannot order; and the deal binds the estate
not only to a sale of assets but also a set distribution scheme
thus constituting a sub rosa plan of reorganization without proper
disclosure and in abrogation of the protections of the Bankruptcy
Code.

Mr. Martin, the father of a boy with hemophilia, also said the
Debtor has valuable claims against Ipsen and the release of those
claims is Ipsen's primary objective behind the suite of motions it
has caused the Debtor to file.  Mr. Martin said the Debtor's
claims against Ipsen needs to be examined before the estate is
coerced into a release.

Mr. Martin indicated he is willing to make funds available to the
Debtor (up to $2.1 million) as interim DIP loan, on the same terms
offered by Ipsen, with two important distinctions -- no releases
for Ipsen, himself, or any other party for pre-bankruptcy conduct;
and an interest rate of 6.5%, which is 3% less than Ipsen's.

The Bankruptcy Court in Boston, however, dealt Mr. Martin a
setback at the initial hearing on the DIP financing.  In a Nov. 2
order, the Court allowed the Debtor to go ahead with the Ipsen
loan.  The Court permitted the Debtor to borrow, on an interim
basis, up to $2.1 million under the multi-draw term loan facility
from Ipsen.

Ipsen is the Debtor's lone prepetition secured creditor.  It has
committed to provide up to $18,300,000 in postpetition financing
to the Debtor pursuant to the terms of a Senior Secured, Super-
Priority Debtor-In-Possession Loan Promissory Note dated as of
November 1, 2012.

The Court also gave the Debtor interim authority to use Ipsen's
cash collateral.  The Debtor owes Ipsen not less than $203,000,000
under a (i) First Senior Convertible Promissory Note, dated Nov.
19, 2010, (ii) Second Senior Convertible Promissory Note, dated
Nov. 23, 2011, (iii) Third Senior Convertible Promissory Note,
dated Sept. 29, 2011, (iv) Fourth Senior Convertible Promissory
Note, dated April 12, 2012, (v) Senior Secured Promissory Note,
dated July 9, 2012, and (vi) Milestone Payment Senior Convertible
Promissory Note, dated Jan. 22, 2010.

The Debtor said it has an immediate and critical need to obtain
postpetition financing under the DIP Financing Facility and to use
Cash Collateral in order to, among other things, finance the
ordinary costs of its operations, maintain business relationships
with vendors, suppliers and customers, make payroll, make capital
expenditures, and satisfy other working capital and operational
needs.  The Debtor said its access to sufficient working capital
and liquidity through the incurrence of postpetition financing
under the DIP Financing Facility and the use of Cash Collateral
under the terms of this Interim Order is vital to the preservation
and maintenance of the going concern value of the Debtor's estate
and to the Debtor's successful reorganization.

Whlie the Debtor has declared it has no valid claims (as such term
is defined in section 101(5) of the Bankruptcy Code) or causes of
action against Ipsen, in its capacities as Prepetition Lender, DIP
Lender and shareholder of the Debtor, the Interim DIP Order
earmarks $50,000 of the loan proceeds, which may be used by any
committee appointed in the case to investigate Ipsen's prepetition
liens and claims.

The DIP obligations are also subject to a carve out for (i) the
payment of fees pursuant to 28 U.S.C. Sec. 1930(a)(6) and 28
U.S.C. Sec. 156(c), and (ii) the payment of accrued administrative
expenses through the Termination Date or the Maturity Date,
including unpaid professional fees for services rendered and
expenses incurred by the professionals to the Debtor, and any
Committee (excluding any incurred and unpaid professional fees and
expenses of any of the lenders payable pursuant to the Interim
Order), severance, unpaid wages and claims for postpetition goods
and services incurred but unpaid, each in an amount not to exceed
the aggregate unpaid amount for such item set forth in the
Debtor's budget that had accrued or been incurred through the
Termination Declaration Date and (iii) the amount of $100,000 to
the Debtor for post Termination Date or Maturity Date payment
costs and expenses including but not limited to professional fees.

The Court will hold a final hearing on the DIP financing request
on Nov. 21, 2012, at 10:00 a.m. (prevailing Eastern Time).

Mr. Martin is represented in the case by:

          Alan L. Braunstein, Esq.
          Guy B. Moss, Esq.
          RIEMER & BRAUNSTEIN LLP
          Three Center Plaza
          Boston, MA 02108
          Tel: 617-523-9000
          E-mail: abraunstein@riemerlaw.com
                  gmoss@riemerlaw.com

               - and -

          John P. Melko, Esq.
          Clinton R. Snow, Esq.
          GARDERE WYNNE SEWELL LLP
          1000 Louisiana, Suite 3400
          Houston, TX 77002-5011
          Tel: 713-276-5500
          Fax: 713-276-5555
          E-mail: jmelko@gardere.com
                  csnow@gardere.com

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy of Murphy & King.  It estimated assets of more
than $100 million on its Chapter 11 petition.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen is also owed
$19.4 million in unsecured debt.  There is another $12 million in
unsecured claims.   Ipsen is pledged to provide $18.3 million in
financing.

As part of its bankruptcy, Inspiration is seeking to sell its
assets to a third party purchaser.  Ipsen -- http://www.ipsen.com/
-- a global specialty driven pharmaceutical company, also has
agreed to include its hemophilia assets in the sale process under
certain conditions.  Ipsen is represented by J. Eric Ivester,
Esq., at Skadden Arps.


JEFFERIES GROUP: Merger Cues Fitch to Sub. Debt Rating on RWN
-------------------------------------------------------------
Fitch Ratings has placed Jefferies Group, Inc.'s long-term Issuer
Default Rating (IDR) and short-term IDR on Rating Watch Negative.

The action follows Jefferies' announcement that it has entered
into a definitive agreement to merge with Leucadia National Corp.
(Leucadia; 'BB'/Rating Watch Positive).  Fitch expects to resolve
the Rating Watch Negative once the merger is completed in the
first quarter of 2013.  Assuming the transaction is completed, and
absent material credit developments in the interim, the outcome is
expected to result in a one-notch downgrade of Jefferies' long-
term IDR to 'BBB-' and short-term IDR to 'F3'.

The expected one-notch downgrade reflects Fitch's view that after
the proposed merger, Jefferies would become much more exposed to
the market risk inherent in the other subsidiaries' investments at
Leucadia.  Conversely, becoming a privately-owned company may help
insulate Jefferies from external market pressures similar to those
experienced in November 2011 Fitch believes that management's
interest would generally be aligned between Leucadia and
Jefferies.

Under Fitch's criteria 'Rating FI Subsidiaries and Holding
Companies', Jefferies would be considered a core subsidiary based
on its significance relative to Leucadia's equity and the likely
role it will play in the combined company's future strategic
direction.  Key executive management will be shared by both firms
although each will retain a separate Board of Directors.  Fitch
believes that management has discretion to move capital between
Jefferies and Leucadia, although that is not expected under normal
market conditions.

Fitch would not expect Jefferies' core business strategies and
operations to be materially impacted by the proposed ownership
change, although management's ability to balance time demands
between Jefferies and Leucadia would be an important
consideration.  Fitch's rating view also incorporates an
assumption that Jefferies would continue to maintain its current
liquidity, leverage and enhanced funding profile post-transaction.

Converting to private ownership and becoming a direct subsidiary
of Leucadia is expected to provide several tangible financial
benefits to Jefferies.  For example, it would allow Jefferies to
terminate the dividends on its common stock, which total
approximately $60 million per year.  Furthermore, Jefferies would
no longer be required to make minority interest distributions to
Jefferies High Yield Holdings, which have totaled $110 million
over the last three fiscal years.  Finally, Leucadia also will
have the ability to limit Jefferies' Federal income tax
distributions by utilizing the $4.7 billion of net operating
losses available at Leucadia.

Post-merger, Jefferies' and Leucadia's long-term IDRs are expected
to be equalized at 'BBB-'. Given the ratings linkage, material
changes in either entities' credit profile will have an impact on
their ratings.  The 'BBB-' rating would reflect the proposed
operating parameters articulated by Jefferies and Leucadia
management, including:

  -- Maintaining Leucadia's debt-to-equity ratio below 0.5x,
     assuming Leucadia's two largest investments are fully
     impaired and the DTA is excluded from the calculation;

  -- Maintaining Leucadia's ratio of minimum liquid assets to
     parent company debt below 1.0x;

  -- Maintaining Leucadia's minimum cash and equivalents of at
     least 10% of book value (excluding Jefferies); and

  -- Limiting Leucadia's single largest investment to 20% of book
     value with all other investments limited to 10% of book value
     (both excluding Jefferies).

Rating Drivers and Sensitivities

Positive rating drivers over the longer-term would include
Leucadia's demonstrated commitment to a conservative liquidity
profile, limited investment concentrations and reduced leverage at
the parent company as well as maintenance or improvement of
Jefferies' current credit profile.  The interaction between
Jefferies and Leucadia will play an important role in the longer-
term value and risk profile of the combined franchise, in Fitch's
view.

Jefferies' and Leucadia's ratings could be negatively impacted by
an increase in leverage, a less conservative liquidity or funding
profile or more aggressive growth strategy at either entity.
Ratings would also be negatively impacted if Fitch perceives the
risks taken in Leucadia's investment portfolio as increasing
materially from current levels.  Fitch will continue to assess the
ability of Jefferies' management team to run both companies
effectively.  Furthermore, unanticipated departure of key
executives at either Jefferies or Leucadia could result in
negative actions.

Jefferies, a Delaware-incorporated holding company, is a well-
established full service investment bank and institutional
securities firm primarily serving middle-market clients and
investors.  Its primary broker/dealer operating subsidiary,
Jefferies & Company, Inc., holds the vast majority of the firm's
consolidated assets and is regulated by the SEC.  At Aug. 31,
2012, Jefferies had U.S. GAAP total assets of $34.4 billion and
shareholders' equity of $3.4 billion (including non-controlling
interests).

Fitch has placed the following ratings for Jefferies Group, Inc.
on Rating Watch Negative:

  -- Long-term IDR 'BBB';
  -- Short-term IDR 'F2';
  -- Senior unsecured debt 'BBB';
  -- Short-term debt 'F2';
  -- Subordinated debt 'BB+'.



JERRY'S NUGGET: Fisher and Phillips Okayed as Employment Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Jerry's Nugget, Inc., to employ Fisher and Phillips LLP as special
employment counsel.

Fisher and Phillips is expected to assist the Debtor with regard
to employment disputes, including Equal Opportunity Employment
Commission (EEOC) charges heard before the Nevada Equal Rights
Commission (NERC).

Prepetition, FP was retained as counsel for the Debtor with regard
to the matter of Marlene Z. Vicente v. Jerry's Nugget, Inc.,
pending before the NERC.

The hourly rates of FP's personnel are:

         Senior Partners                $565
         Junior Associates              $260
         Mark J. Ricciardi, Esq.        $430

To the best of the Debtors' knowledge, FP holds no interest
adverse to the Debtor that would disqualify FP from serving as
special counsel.  FP is an unsecured creditor of the Debtor in the
amount of $482 for legal services previously rendered.

             About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

As of the Petition Date, the Debtor employed approximately 316
full-time employees and 22 part-time employees.

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

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

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


JERRY'S NUGGET: Gordon Silver Approved as Bankruptcy Attorneys
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Jerry's Nugget, Inc., to employ Gordon Silver as attorneys.

As reported in the Troubled Company Reporter on Aug. 21, 2012,
prior to the Petition Date, Jerry's Nugget paid Gordon Silver
$138,690 for legal services rendered in connection with its
restructuring.  The firm is also currently holding $71,230 as
retainer.  The compensation of Gordon Silver's attorneys and
paraprofessionals are proposed at varying rates ranging from:

     $135 per hour to $190 per hour for paraprofessionals
     $190 per hour to $360 per hour for associates, and
     $400 per hour to $725 per hour for shareholders

Gordon Silver's Talitha Gray Kozlowski, Esq., attests that neither
the firm nor any of its shareholders or associates have any
present or prior connection with the Debtors, or their creditors,
or other parties-in-interest.  Ms. Kozlowski also attests that the
firm and its shareholders and associates do not hold or represent
any interest adverse to Debtors' estate, and the firm and its
shareholders and associates are disinterested persons within the
meaning of Sections 101(14) and 327 of the Bankruptcy Code, as
modified by Section 1107(b).

             About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

As of the Petition Date, the Debtor employed approximately 316
full-time employees and 22 part-time employees.

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

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

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


JFB FIRTH: Moody's Give 'B3' CFR, Rates New $800MM Credit 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating to JFB Firth Rixson Inc. and a Ba3 rating to its proposed
$800 million senior secured credit facilities. Proceeds of the
borrowings will refinance existing debt. The rating outlook is
stable.

The refinancing being contemplated will occur concurrent with the
issuance of $150 million holding company PIK notes (PIK Notes)
with proceeds downstreamed to the borrowing group. Proceeds from
the loan will pre-fund Firth Rixson's planned addition of
isothermal forging capabilities in Savannah, GA and a third
forging press at its Meadowhall, UK facility over the next two
years.

The following ratings were assigned (subject to review of final
documentation):

  B3 corporate family rating;

  B3 probability of default rating;

  Ba3 (LGD2, 21%) to its proposed $120 million senior secured
  revolver due March 2017; and

  Ba3 (LGD2, 21%) to its proposed $680 million senior secured term
  loan B due June 2017.

Rating Rationale

The B3 corporate rating reflects Firth Rixson's high financial
leverage (7.5x including the sponsor-owned PIK notes; 6.25x
excluding the PIK notes), execution risk associated with its
growth capital spending plans and long lead-time before these
projects have a meaningful earnings impact, exposure to the
cyclicality of the commercial aviation market, which accounts for
70% of its sales, and intensive capital investment needs for
suppliers serving this market.

Firth Rixson's rings and forgings have a good presence across all
in-production wide and narrow-body engines and longstanding
relationships with the major engine manufacturers (OEM). Ratings
benefit from Moody's expectation that Firth Rixson's existing long
term contractual arrangements, with the majority of its key OEM
customers, positions it to benefit from large order books and
increasing production by airframe builders. Moody's views Firth
Rixson as a strong competitor within its niche product lines and
expects its ongoing capital investments to position itself for
growth both within the commercial aviation market and in adjacent
products serving power generation, oil and gas, mining, defense,
automotive and railway markets.

Moody's sees execution risks associated with the expansion
projects around the timing of project completion, potential for
cost overruns and satisfying customer product quality
requirements, particularly with regard to its entrance into
isothermal forging technology. However, both projects are
supported by long term customer commitments and position the
company to win business, with a focus on next generation engine
platforms. Successful ramp-up of these projects could have
positive ratings implications.

The stable outlook reflects Moody's expectation that industry
fundamentals will remain supportive of top-line and earnings
growth consistent with recent performance. However, high absolute
debt levels, increases in PIK obligations and negative free cash
flows temper near term deleveraging expectations despite the
company's pre-funding of planned growth capex.

Moody's expects Firth Rixson to maintain a good liquidity profile
for the twelve to eighteen months following the close of this
transaction. Meaningful cash balances at close will support Firth
Rixson's near term capital expenditure plans which will begin to
subside in 2014, at which time Firth Rixson should begin to
generate modest free cash flows. Moody's expects minimal usage
under the company's $120 million revolver. Net leverage, interest
coverage and capital spending covenants are expected to be set
with standard cushion to the company's operating plan.

The Ba2 rating on the revolver and term loan reflect their first
lien security interest in assets of all material US and UK
operating subsidiaries as well as both upstream and downstream
guarantees. In addition, the ratings on the bank obligations
benefit from the level of junior claims consisting of the unrated
$425 million mezzanine notes due December 2017 and the unrated PIK
notes due December 2017. The revolver and term loan B are expected
to include restrictions on dividends to be used to repay PIK
notes.

Ratings could be upgraded should the successful execution of its
manufacturing expansion plans and growth in ongoing operations
lead to debt-to-EBITDA being maintained well below 6.0x and the
company began generating positive free cash flow. Conversely, a
ratings downgrade could occur if incremental dollars are needed to
complete the expansion plans or if plans are delayed. In addition,
all-in leverage maintained above 6.5x for an extended period,
coupled with a deterioration in covenant headroom and ongoing cash
consumption could lead to a ratings downgrade.

The principal methodology used in rating Firth Rixson was the
Global Aerospace and Defense Industry Methodology published in
June 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.

Firth Rixson, headquartered in East Hartford, CT, is a global
supplier of highly engineered rings, forgings and specialist medal
products primarily to aerospace engine manufacturers. The company
also manufacturers forged and metal products for manufacturers in
power generation, oil and gas, mining, defense, automotive and
railway markets. The company is majority owned by Oak Hill Capital
Partners. Sales for the year ended September 30, 2012 were roughly
$1 billion.


JMJJ LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: JMJJ, LLC
        13901 Midway Road, Suite 102, LB 243
        Farmers Branch, TX 75244

Bankruptcy Case No.: 12-43012

Chapter 11 Petition Date: November 5, 2012

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

Judge: Brenda T. Rhoades

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  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: $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 Tim Barton, managing member of JMJ
Holding, LLC, managing member of JMJJ, LLC.


JMR DEVELOPMENT: Has Until Dec. 4 to Propose Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
until Dec. 4, 2012, JMR Development Group, Corp., et al.'s
exclusive period to file a Chapter 11 plan.

JMR Development Group Corp. filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 11-07907) on Sept. 16, 2011, in Ponce, Puerto
Rico.  CPA Luis R. Carrasquillo & CO., P.S.C serves as financial
accountant.  The Debtor scheduled assets of $12,732,474 and
debts of $48,587,611.  An affiliate, JMR Tourist Development
Group Corp. sought Chapter 11 protection (Case No. 11-07911) on
the same day.


K. DOUGLAS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: K. Douglas, Inc.
        125 SW Gage Boulevard
        Topeka, KS 66606

Bankruptcy Case No.: 12-23056

Chapter 11 Petition Date: November 9, 2012

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Jeffrey A. Deines, Esq.
                  LENTZ CLARK DEINES PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  E-mail: jdeines@lcdlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ksb12-23056.pdf

The petition was signed by Kent Lindemuth, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Lindemuth, Inc.                       12-23055            11/09/12


K-V PHARMACEUTICAL: Delays Q3 Form 10-Q for Restructuring
---------------------------------------------------------
K-V Pharmaceutical Company's filing of the Form 10-Q for the three
months ended Sept. 30, 2012, is being delayed due to extensive
effort and expense required to restructure the Company's financial
obligations under the protection of the Bankruptcy Court, meet the
reporting requirements of the Bankruptcy and to other parties to
the bankruptcy and the realignment of personnel and
responsibilities due to significant staff reductions.  The Company
requires additional time for management to complete its procedures
and financial analysis associated with the Consolidated Financial
Statements and applicable disclosures.

The Chapter 11 filings require the Company to make extensive
changes to the financial and other disclosures that would
otherwise be included in its Form 10-Q for the three months ended
Sept. 30, 2012.  As a result, the Company was not able to complete
this Form 10-Q by the filing deadline of Nov. 9, 2012, without
unreasonable effort and expense.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.


KESSLER MOUNTAIN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Kessler Mountain Development Co., LLC
        5 N. West Avenue
        Fayetteville, AR 72701

Bankruptcy Case No.: 12-74210

Chapter 11 Petition Date: November 9, 2012

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Stanley V. Bond, Esq.
                  BOND LAW OFFICE
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  E-mail: attybond@me.com

Estimated Assets: $0 to $50,000

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Richard Alexander, president.


KNIGHT CAPITAL: Files Form 10-Q, Incurs $764MM Net Loss in Q3
-------------------------------------------------------------
Knight Capital Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common stockholders of $764.33 million on
$189.83 million of total revenues for the three months ended Sept.
30, 2012, compared with net income attributable to common
stockholders of $26.93 million on $397.44 million of total
revenues for the same period a year ago.

For the nine months ended a net loss attributable to common
stockholders of $727.94 million on $448.44  million of total
revenues, in comparison with net income attributable to common
stockholders of $74.99 million on $1.06 billion of total revenues
for the same period during the previous year.

Knight Capital's balance sheet at Sept. 30, 2012, showed $8.58
billion in total assets, $7.10 billion in total liabilities,
$259.27 million in convertible preferred stock, and $1.21 billion
in total equity.

"On August 6, 2012 we raised $400.0 million in equity financing
through a convertible preferred share offering with several
investors.  We incurred approximately $40.5 million in fees and
costs related to the offering, resulting in net proceeds of $359.5
million.  As a result of our ability to obtain these capital
resources we no longer believe there is a substantial doubt in our
ability to continue as a going concern," the Company said in the
quarterly report.

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

                        http://is.gd/LH8c3u

                       About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.


LA JOLLA: Incurs $2.2 Million Net Loss in Third Quarter
-------------------------------------------------------
La Jolla Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.22 million for the three months ended Sept. 30,
2012, compared with net income of $3.57 million for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.63 million, in comparison with net income of
$1.77 million for the same period a year ago.

There were no revenues for the three and nine months ended
Sept. 30, 2012, and 2011.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.40 million in total assets, $12.93 million in total
liabilities, all current, $5.80 million in Series C-1 redeemable
convertible preferred stock, and a $15.33 million total
stockholders' deficit.

The Company said in the quarterly report that its history of
recurring losses from operations, its cumulative net loss as of
Sept. 30, 2012, and the absence of any current revenue sources
raise substantial doubt about its ability to continue as a going
concern.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, 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, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.

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

                        http://is.gd/vlWNjd

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.


LACY STREET: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Lacy Street Venture, LTD
                2664 Lacy Street
                Los Angeles, CA 90031

Bankruptcy Case No.: 12-47208

Involuntary Chapter 11 Petition Date: November 6, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sandra R. Klein

Petitioners' Counsel: Gail J. Higgins, Esq.
                      HIGGINS LAW FIRM
                      433 N. Camden Drive, 6th Floor
                      Beverly Hills, CA 90210
                      Tel: (310) 295-9812

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Flex Electrical                    Construction Debt       $37,100
c/o Raul Robles
8739 Tweety Lane
Downey, CA 90240

Hilrock Corp                       Construction Debt        $7,393
c/o Toshio Kato
6055 E Washington Boulevard, #415
City of Commerce, CA 90040

KR Electric                        Construction Debt        $4,840
c/o Robert Boghozian
9876 Tujunga Cyn Place
Tujunga, CA 91402

DAS Heating                        Construction Debt        $3,500
c/o Vachik Aghajanian
1312 Elm Avenue
Glendale, CA 91201


LDK SOLAR: Unit Completes Construction of 12-MW Project in Italy
----------------------------------------------------------------
LDK Solar Co., Ltd.'s subsidiary company, Solar Green Technology
of Italy, has completed design and construction of a 12 megawatt
(MW) PV project known as "Century."

The Century project consists of industrial rooftop PV plants
ranging between 300 and 1,000 kilowatts (kW), located throughout
Italy.  A portion totaling approximately 7.8 MW of this project
has been completed and 40% of the financing was provided by LDK
Solar.  These projects will benefit from the Fourth Conto Energia,
which was issued in May 2011 by the Italian Ministry of Economic
Development and the Ministry of Environment, and provides
incentives based on the type and size of the PV system.

"We are pleased to expand our presence in Italy's solar market
through this project.  The completion of these projects
demonstrates the existing demand for solar power in Italy and we
look forward to continuing to broaden our relationships in this
region," stated Xingxue Tong, President and CEO of LDK Solar.

"This project is one of the largest rooftop PV plants.  The
strategic partnership between the parties involved confirms that
the integration and cooperation among industry players, such as
module manufacturers, EPC contractors and financial operators, can
lead the development and implementation of projects in Italy with
a goal of moving toward grid parity," stated Angelo Prete,
Managing Director of Solar Green Technology.

                          About LDK Solar

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

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

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

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


LE-NATURE'S INC: Krones AG Ends All Disputes
--------------------------------------------
The U.S. company of the Krones Group, Krones Inc. in Franklin,
Wisconsin, and Krones AG, which claims to be a leading
manufacturer of filling and packaging technology based in
Neutraubling, Germany, have entered into settlements with various
parties to end all significant legal disputes related to the
bankruptcy of Le-Nature's Inc. in 2006.

Krones has entered into the settlements to eliminate the continued
uncertainty and risk associated with the U.S. legal proceedings
and to allow the company to limit the time, distractions, and
expense created by those proceedings.  The settlements include
payments of approximately $110 million to various private parties
and the trustee representing creditors in Le-Nature's bankruptcy
proceedings, as well as a payment by Krones Inc. of $15 million to
the U.S. government.  Krones denies having knowingly participated
in Le-Nature's fraudulent activities in any way, and admits no
fault or misconduct in its dealings with Le-Nature's.  In the
course of doing business, Krones was manipulated by Le-Nature's
and subjected to fraudulent and unethical activities.

The settlements provide that the U.S. Attorney for the Western
District of Pennsylvania, which had jurisdiction over the Le-
Nature's matter, and other private parties will not pursue claims
against Krones and represent a good faith effort by the company to
resolve the legal matters arising from Le-Nature's bankruptcy and
the fraud committed by Le-Nature's former CEO and senior officers.

Krones has cooperated fully with the U.S. Attorney's office in its
investigation of Le-Nature's and Le-Nature's management.  Since
2006, Krones Inc. has strengthened its management team, improved
company oversight and instituted enhanced internal controls.

Krones remains committed to delivering quality customized
engineering, operations and service.  We are strongly focused on
meeting the needs of our customers, returning value to
shareholders and honoring the employees who define our brand and
the communities where we do business.

The settlements represent the closing chapter in long-running
legal proceedings and we believe Krones is well positioned to
capitalize on the opportunities before us.

                         About Krones Inc

Krones Inc. is the United States subsidiary of Krones AG,
Neutraubling, Germany, a world leader in the manufacture of fully
integrated packaging and bottling line systems as well as
integrated brew house and processing systems, IT solutions and
warehouse logistics systems.  The company has facilities
strategically located around the globe. Krones' United States
headquarters is in Franklin, Wis., a suburb of Milwaukee.

                      About Le-Nature's Inc.

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

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

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

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

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

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

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


LEGACY RESERVES: Moody's Assigns 'B2' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service assigned Legacy Reserves LP a B2
Corporate Family Rating and a Caa1 rating to its proposed offering
of $300 million of senior notes due 2020, which is being co-issued
by Legacy Reserves Finance Corporation. Moody's also assigned a
SGL-3 Speculative Grade Liquidity rating to Legacy. The proceeds
from the proposed notes offering will be used to fund a portion of
Legacy's pending acquisition of oil and gas properties in the
Permian Basin for $520 million. This is the first time that
Moody's has rated Legacy. The rating outlook is stable.

Rating Assignments:

    $300 Million Senior Unsecured Notes due in 2020, Rated Caa1
    (LGD 5, 88%)

    Corporate Family Rating of B2

    Probability of Default Rating of B2

    Speculative Grade Liquidity rating of SGL-3

Ratings Rationale

"Legacy benefits from a lower operational risk than many of its
E&P peers, with low exploration and development risk and a fairly
predictable production profile," commented Gretchen French,
Moody's Vice President. "However, the company's production
concentration in the Permian Basin and a financial leverage
profile that is in line with its B2 rated upstream MLP peers
constrain its Corporate Family Rating at B2."

Legacy's B2 Corporate Family Rating reflects its long-lived,
shallow decline, predominately proved developed reserve base. In
addition, the company has considerable exposure to oil production,
which, along with reasonable priced acquisitions, have supported
strong returns. The B2 rating is restrained by Legacy's small and
concentrated production base in the Permian Basin and relatively
high leverage on proved developed reserves compared to B1 rated
upstream MLP peers. The B2 rating also reflects the risks inherent
in its acquisitive, high payout MLP corporate finance model, but
recognizes management's meaningful use of equity financing for
acquisitions, active hedging program and consideration of
development capital requirements in calculating its distributable
cash flow.

Legacy's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity through 2013, reflecting its acquisition-driven
growth strategy, high level of distributions, and reliance on
accessing the capital markets in order to finance acquisitions.
Supporting Legacy's liquidity profile is its high degree of
flexibility in its capital spending, with no long-term drilling
rig or work-over rig contracts, shallow decline property base, and
high percentage of acreage held by production. In addition, a
degree of near-term cash flow stability is provided by Legacy's
use of hedges. Alternative liquidity is limited, given that
substantially all of Legacy's oil and gas assets are pledged as
security under its revolver.

The Caa1 ratings on Legacy's proposed $300 million of senior notes
due 2020 reflect both the overall probability of default of
Legacy, to which Moody's assigns a PDR of B2, and a loss given
default of LGD 5 (88%). The senior notes are guaranteed by
essentially all material domestic subsidiaries on a senior
unsecured basis and, therefore, are subordinated to the senior
secured credit facility's potential priority claim to the
company's assets. The size of the potential senior secured claims
relative to the unsecured notes outstanding results in the senior
notes being notched two ratings below the B2 CFR under Moody's
Loss Given Default Methodology.

The outlook is stable based on Moody's expectation that Legacy
continues to finance acquisitions with a meaningful equity
component. Moody's could upgrade the ratings if the company is
able to maintain production of at least 20,000 boe/d while at the
same time reducing financial leverage (debt/proved developed
reserves of less than $6.50/boe). Moody's could downgrade the
ratings if leverage increased (debt/proved developed reserves
above $11.00/boe), if distribution coverage weakened below 1.0x
for a sustained period, or if the company's operational risk
profile materially deteriorated.

The principal methodology used in rating Legacy was the Global
Independent Exploration and Production 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.

Legacy Reserves LP is headquartered in Midland, Texas.


LEUCADIA NATIONAL: Fitch Places 'BB' IDR on Watch Positive
----------------------------------------------------------
Fitch Ratings has placed Leucadia National Corporation's Long-term
Issuer Default Rating (IDR) on Rating Watch Positive.

The action follows Leucadia's announcement that it has entered
into a definitive agreement to merge with Jefferies Group Inc.
(rated 'BBB'/ Rating Watch Negative by Fitch).  Fitch expects to
resolve the Rating Watch Positive once the merger is completed in
the first quarter of 2013.  Assuming the transaction is completed,
and absent material adverse credit developments in the interim,
the outcome is expected to result in a two notch upgrade of
Leucadia's rating to 'BBB-'.

The expected upgrade of Leucadia's rating reflects Leucadia's
highly liquid and lowly leveraged balance sheet, which the new
management team from Jefferies has represented that it is
committed to maintaining.  Additionally, a wholly owned Jefferies
is expected to be a source of strength to Leucadia in terms of
deal flow and expertise.  The ratings going forward are expected
to be aligned with those of Jefferies owing to the potential for
capital flows between the two entities.

Under Fitch's criteria 'Rating FI Subsidiaries and Holding
Companies', Jefferies would be considered a core subsidiary based
on its significance relative to Leucadia's equity and the likely
role it will play in its future strategic direction . Key
executive management will be shared by both firms despite the
separate Boards of Directors.  Management has discretion to move
capital between Jefferies and Leucadia, although they are not
expected to under normal market conditions.

While the formal retirement of Ian Cumming from Leucadia in
conjunction with the merger is a credit negative in terms of his
investment experience, track record and industry relationships,
Fitch takes comfort in Joe Steinberg remaining highly involved as
Chairman of the Board.  Furthermore, Fitch has been sensitive to
looming succession planning issues in recent years, and the
proposed merger, with Joseph Steinberg remaining as Chairman and
the introduction of the Jefferies executive management team
alleviates these concerns in the near- to intermediate term.

Post-merger, Jefferies' and Leucadia's ratings are expected to be
equalized and given the ratings linkage, any material changes in
either credit profile will have an impact on both ratings.  The
'BBB-' rating would reflect the proposed operating parameters
articulated by Jefferies and Leucadia management, including:

  -- Maintaining Leucadia's debt-to-equity ratio below 0.5x,
     assuming Leucadia's two largest investments are fully
     impaired and the DTA is excluded from the calculation;

  -- Maintaining Leucadia's ratio of minimum liquid assets to
     parent company debt below 1.0x;

  -- Maintaining Leucadia's minimum cash and equivalents of at
     least 10% of book value (excluding Jefferies); and

  -- Limiting Leucadia's single largest investment to 20% of book
     value with all other investments limited to 10% of book value
     (both excluding Jefferies).

Rating Drivers and Sensitivities

After completion of the merger, Fitch would view a firm
commitment to a conservative liquidity profile, limited investment
concentrations and reduced leverage at the parent company, as well
as maintenance or improvement of Jefferies' current credit profile
over the long term as positive rating drivers.  The interaction
between Jefferies and Leucadia will play an important role in the
longer-term value and risk profile of the combined franchise, in
Fitch's view.

Jefferies' and Leucadia's ratings could be negatively impacted by
an increase in leverage, a less conservative liquidity or funding
profile or more aggressive growth strategy at either entity.
Ratings would also be negatively impacted if Fitch perceives the
risks taken in Leucadia's investment portfolio as increasing
materially from current levels.  Fitch will continue to assess the
ability of Jefferies' management team to run both companies
effectively. Furthermore, unanticipated departure of key
executives at either Jefferies or Leucadia could result in
negative actions.

Leucudia is a merchant bank with roughly $9 billion in assets and
$6 billion in book equity.  The company has been managed by
partners Ian Cumming and Joseph Steinberg since 1978.
Jefferies, a Delaware-incorporated holding company, is a well-
established full service investment bank and institutional
securities firm serving middle-market clients and investors.  Its
primary broker/dealer operating subsidiary, Jefferies & Company,
Inc. holds the vast majority of the firm's consolidated assets and
is regulated by the SEC.  At Aug. 31, 2011 Jefferies had US GAAP
total assets of $45.1 billion, shareholders' equity of $3.5
billion (including noncontrolling interests) and net income of
$236.2 million.

Fitch has placed the following Leucadia ratings on Rating Watch
Positive:

  -- Long-term IDR 'BB'
  -- Senior unsecured debt 'BB'
  -- Senior Subordinated debt 'BB-'


LEUCADIA NATIONAL: Moody's Reviews 'Ba3' CFR for Upgrade
--------------------------------------------------------
Moody's Investors Service placed Leucadia National Corporation's
Ba3 Corporate Family (CFR) and Probability of Default (PDR)
ratings, as well as its B1 senior unsecured and B2 senior
subordinate ratings under review for possible upgrade following
the announcement of an all stock merger between Leucadia National
Corporation and Jefferies Group Inc. The SGL-3 Speculative Grade
liquidity Rating is unaffected.

Under the agreement, Leucadia will survive as the parent holding
company and Jefferies will operate as a wholly-owned holding
company that will hold Jefferies' various regulated and
unregulated operating subsidiaries. Jefferies' existing senior
management will run the new Leucadia Corporation. The review
considers the benefits for Leucadia of gaining full ownership of
Baa3 rated Jefferies and the management and operating control
benefits that are expected to result from the transaction.

Ratings Rationale

Moody's review will focus on the terms and conditions of the
transaction, the company's post close balance sheet, and the
degree to which credit quality is enhanced as a result of changes
in Leucadia's investment philosophy. The review will consider the
company's investment portfolio and the company's ongoing ability
to monetize these investments on a timely basis. Moody's
understands that Leucadia will have new policies related to
leverage, investment concentration, liquidity, and other factors.
Jefferies ongoing performance and its ability to maintain its
investment grade rating (please see Moody's Press Release on
Jefferies) will remain an ongoing consideration in Leucadia's
rating in part because Jefferies will be the company's largest
investment. Leucadia's share repurchase program will also be
reviewed to insure that it will not be a meaningful drag on the
company's credit profile. To the extent that the transaction is
executed as planned including it being funded with 100% equity,
and Leucadia's risk appetite is believed to have declined,
Leucadia's Corporate Family Rating would likely be upgraded to a
Ba1 at the conclusion of the ratings review.

On Review for Upgrade:

  Issuer: Leucadia National Corporation

     Probability of Default Rating, Placed on Review for Upgrade,
     currently Ba3

     Corporate Family Rating, Placed on Review for Upgrade,
     currently Ba3

     Senior Subordinated Conv./Exch. Bond/Debenture, Placed on
     Review for Upgrade, currently B2

     Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Upgrade, currently B1

Outlook Actions:

  Issuer: Leucadia National Corporation

     Outlook, Changed To Rating Under Review From Negative

The company's speculative grade liquidity rating is currently an
SGL-3 and reflects adequate liquidity. The company's post close
liquidity will be an important factor going forward given that
Leucadia may on occasion need to provide capital to its
subsidiaries. Moody's currently anticipates that the company will
have significant liquidity at the close but notes that this
liquidity is likely to change over time as Leucadia deploys its
capital.

The principal methodology used in rating Leucadia was the Global
Investment Holding Companies Methodology published in October
2007. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the US, Canada, and
EMEA, published in June 2009.

Leucadia, headquartered in New York, New York, is a diversified
holding company engaged in a variety of businesses, including
manufacturing, beef processing, land-based contract oil and gas
drilling, gaming entertainment, real estate activities, medical
product development and winery operations. The company also has
significant investments in public companies and owns equity
interests in operating businesses and investment partnerships
which are not publicly traded. At the end of 2011, total revenues
were over $1.5 billion, total assets were over $9 billion, and
book equity was approximately $6.2 billion.


LEUCADIA NATIONAL: S&P Puts 'BB+' Issuer Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' issuer credit
rating on Leucadia National Corp. on CreditWatch positive. "Our
'BBB' issuer credit rating on Jefferies Group Inc. remains
unchanged, and the outlook is negative," S&P said.

"The CreditWatch placement follows the announcement that Jefferies
will merge into Leucadia in an all-stock transaction whereby
Jefferies' common shares would be exchanged into Leucadia common
shares," said Standard & Poor's credit analyst Ken Frey.
"Jefferies would then operate as a wholly owned subsidiary of
Leucadia. However, Jefferies' management would become the new
management of the combined entity."

"Jefferies CEO Rich Handler and Executive Committee Chairman Brian
Friedman would become Leucadia's new CEO and president though
would continue to devote the majority of their time to their
current responsibilities leading Jefferies. Jefferies' management
will lead the combined company; this merger allows for Leucadia's
management succession while preserving significant employee and
strategic continuity. Leucadia's current president would serve as
chairman and remain a significant shareholder. In addition,
Leucadia's senior operating team, including the current chief
operating officer (COO) and chief financial officer (CFO), would
remain in their positions and manage Leucadia's existing assets
under the new management team from Jefferies," S&P said.

"We have placed the ratings on Leucadia on CreditWatch with
positive implications, and we expect to raise the rating to 'BBB'
if the merger closes as expected because the company has
established targets for leverage, liquidity, and investment
concentration, which constrain financial risk," said Mr. Frey.
"This new constrained financial risk profile is due to the change
in management."

Leucadia is now targeting at the parent level:

-- A maximum debt-to-equity ratio of less than 0.5x in a stressed
    scenario,

-- A minimum liquid assets-to-debt ratio of greater than 1.0x,
    and

-- The largest investment at no more than 20% of book value and
    the next largest investment no more than 10%.

"We believe the new Leucadia management is strongly committed to
these targets and to operating Leucadia in a more financially
risk-constrained manner," said Mr. Frey. "In addition, the
installation of new management at Leucadia addresses our
succession concern at the company, in our view."

"Leucadia's liquidity is strong, and Jefferies should benefit from
this additional source of liquidity in times of stress. Leucadia
had $2.0 billion of highly liquid assets, cash and investments,
and equity in public companies as of Sept. 30, 2012, and other
material asset sales closed in October. This amount is much higher
than Leucadia's operating needs, and we expect that Leucadia will
hold excess liquidity over time to support Jefferies. Leucadia's
funding options are good because it is able to raise additional
long-term debt supported by its asset value and cash flow. This
added source of funding can also be used to benefit Jefferies,"
S&P said.

"Capital could grow faster at Jefferies because the merger should
enhance cash flow. Cash flow benefits from the merger include the
potential to use Leucadia's net operating losses to shelter income
at Jefferies, the elimination of common stock dividends at
Jefferies (netted against any increase of dividends at Leucadia),
and the elimination of distributions to third-party investors in
Jefferies High Yield Trading (JHYT) as this partnership is
recast," S&P said.

"Business opportunities could improve as we anticipate the
combined entities of Jefferies and Leucadia, under common
management, will potentially operate much like a merchant bank. We
define a merchant bank as an investment bank that possesses the
ability to make proprietary investments to either further its
investment banking franchise or to simply make an attractive
return for shareholders. We do not anticipate Jefferies increasing
proprietary trading and would view this action as highly negative.
The increased complexity at the combined organizations and the
management challenges in developing a new model for merchant
banking partially mitigate the positives of this transaction," S&P
said.


LINDEMUTH INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lindemuth, Inc.
        125 SW Gage Boulevard
        Topeka, KS 66606

Bankruptcy Case No.: 12-23055

Chapter 11 Petition Date: November 9, 2012

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Jeffrey A. Deines, Esq.
                  LENTZ CLARK DEINES PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  E-mail: jdeines@lcdlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ksb12-23055.pdf

The petition was signed by Kent Lindemuth, president.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
K. Douglas, Inc.                        12-23056
KDL, Inc.                               12-23057
Bellairre Shopping Center, Inc.         12-23058
Lindys Inc.                             12-23059
Kent Lindemuth                          12-23060


LODGENET INTERACTIVE: Posts $1.9MM Q3 Loss; Bankruptcy Looms
------------------------------------------------------------
LodgeNet Interactive Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.96 million on $91.23 million of total
revenues for the three months ended Sept. 30, 2012, compared with
net income of $2.04 million on $106.84 million of total revenues
for the same period during the prior year.

The Company reported a net loss of $105.71 million on $278.71
million of total revenues for the nine months ended Sept. 30,
2012, compared with a net loss of $1.78 million on $321.21 million
of total revenues for the same period a year ago.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.

                 Going Concern/Bankruptcy Warning

"The decline in revenue during the third quarter of 2012 and the
payment terms of our vendor forbearance agreements created
liquidity constraints on our operations and related financial
results.  These liquidity constraints and our non-compliance with
certain of our debt covenants have resulted in there being
substantial doubt about our ability to continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2012.

Historically, the Company followed a practice of reducing
outstanding debt under its Credit Facility by making prepayments
on its debt.  These additional debt payments contributed to the
Company's historical debt covenant compliance.  However, during
2012, the Company's practice of making additional debt payments
was achieved in part by delaying certain payments to its vendors,
including major vendors such as DirecTV and HBO.  During the third
quarter of 2012, each of these vendors required the Company to
enter into payment plans.  In order to maintain continued service
from these two vendors, the Company entered into forbearance
agreements with each of them, which require payments to both
vendors between September and December 2012.  According to the
agreements, the Company's next payments of $10.0 million and $4.0
million to DirecTV and HBO, respectively, would have been due on
Nov. 15, 2012.  The Company did not expect to have the necessary
liquidity to make those payments and maintain its operations.
Consequently, the Company has negotiated a revision to its
forbearance agreement with DirecTV, whereby the Company's November
payment has been deferred to Dec. 17, 2012, at which time the
Company will be obligated to pay them $20 million.  The Company
has also negotiated a revision to its forbearance agreement with
HBO, whereby the Company will make a current payment of $1.5
million to them, representing a partial payment of the Company's
November obligation, defer the balance to December and owe them a
payment of $6 million on Dec. 17, 2012.  The Company has obtained
the consent of the requisite lenders to revise those forbearance
agreements.

"If we are unable to obtain sufficient liquidity to make such
payments, which is likely, or such payments are not further
deferred, we would be forced to file under Chapter 11 of the U.S.
Bankruptcy Code in December.  The Company is in active
negotiations with its lenders and a potential investor in an
effort to structure an orderly bankruptcy process."

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

                        http://is.gd/zhJ5s0

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

                           *     *     *

As reported by the TCR on Aug. 7, 2012, Moody's Investors Services
downgraded LodgeNet Interactive's Corporate Family Rating to
'Caa1' from 'B3' and changed the Probability of Default Rating
(PDR) to 'Caa2' from 'Caa1'.  The reason for the downgrade is due
to poor first and second quarter financial results and Moody's
expectations that they will not improve in the near term.

In the Aug. 7, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S. in-room
entertainment and data services provider LodgeNet Interactive
Corp. to 'CCC' from 'B-'.  "The downgrade reflects LodgeNet's weak
second-quarter operating performance resulting from a sharp
reduction in its room base, which we expect will continue over the
near term," said Standard & Poor's credit analyst Hal Diamond.


LONGVIEW POWER: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 85.85 cents-on-
the-dollar during the week ended Friday, Nov. 9, a drop of 0.20
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Feb. 28, 2014.  The loan is one of the biggest gainers and losers
among 189 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Longview is a special purpose entity created to construct, own,
and operate a 695 MW supercritical pulverized coal-fired power
plant located in Maidsville, West Virginia, just south of the
Pennsylvania border and approximately 70 miles south of
Pittsburgh.  The project is owned 92% by First Reserve Corporation
(First Reserve or sponsor), a private equity firm specializing in
energy industry investments, through its affiliate GenPower
Holdings (Delaware), L.P. (GenPower), and 8% by minority
interests.


LONGVIEW POWER: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 83.10 cents-on-
the-dollar during the week ended Friday, Nov. 9, a drop of 0.70
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 575 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 31, 2017.  The loan is one of the biggest gainers and losers
among 189 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Longview is a special purpose entity created to construct, own,
and operate a 695 MW supercritical pulverized coal-fired power
plant located in Maidsville, West Virginia, just south of the
Pennsylvania border and approximately 70 miles south of
Pittsburgh.  The project is owned 92% by First Reserve Corporation
(First Reserve or sponsor), a private equity firm specializing in
energy industry investments, through its affiliate GenPower
Holdings (Delaware), L.P., and 8% by minority interests.


LPATH INC: Incurs $1.1 Million Net Loss in Third Quarter
--------------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.10 million on $1.41 million of total revenues for the three
months ended Sept. 30, 2012, compared with net income of
$1.13 million on $1.77 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 $1.10 million on $5.50 million of total revenues, in
comparison with net income of $854,481 on $6.09 million of total
revenues for the same period a year ago.

The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$18.77 million in total assets, $12.98 million in total
liabilities, and $5.79 million in total stockholders' equity.

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

                        http://is.gd/KecybF

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.


LUCID INC: Incurs $3.1 Million Net Loss in Third Quarter
--------------------------------------------------------
Lucid, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.05 million on $413,509 of total revenue for the three months
ended Sept. 30, 2012, compared with a net loss of $2.32 million on
$865,042 of total revenue for the same period a year ago.

Lucid recorded a net loss of $8.77 million on $1.30 million of
total revenue for the nine months ended Sept. 30, 2012, compared
with a net loss of $6.47 million on $2.47 million of total revenue
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$2.80 million in total assets, $10.13 million in total
liabilities, and a $7.32 million total stockholders' deficit.

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Rochester, New York, expressed substantial doubt about Lucid'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 of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.

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

                       http://is.gd/UsbrPS

                         About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.


MALUHIA DEVELOPMENT: Huangs Say Disclosure Statement Unconfirmable
------------------------------------------------------------------
Jen-Hsun Huang and Lori Huang have filed an objection to the
Disclosure Statement filed by Maluhia Development Group, LLC,
dated July 6, 2012.

The Huangs want the Bankruptcy Court to deny approval of the
Disclosure Statement because:

    (a) it describes a plan of reorganization that is
        unconfirmable on its face; and

    (b) it fails to provide adequate information as required by
        Section 1125 of the Bankruptcy Code.

The Huangs' lawyer, Emily S. Chou, Esq., at Cole Schotz Meisel
Forman & Leonard P.A., tells the Court the Disclosure Statement
does not demonstrate that the underlying plan is feasible as the
proposed sources of funds needed to implement the plan are not
concrete or binding.  The Disclosure Statement also fails to
address the possible effects to the implementation of the Plan and
the estate's creditors if the Debtor fails to prevail in either or
both pieces of litigation.

In essence, Ms. Chou states that the Plan as proposed is nothing
more than a "promise to pay" without any assurance that funds will
be available to meet payment obligations.  The Debtor has had no
operations in the nearly three years it has been languishing in
this chapter 11 case, there is no cash in the estate, and the
Debtor clearly has been unable to generate income or raise capital
to fund a plan.  The Plan as proposed cannot be confirmed because
it is not feasible and thus the Debtor has not shown that
reorganization is possible.  There is little doubt that the
Disclosure Statement and Plan were filed only to stave off a
conversion of the Case by the Court.  As such, approval of the
Disclosure Statement would only be an exercise in futility and
thus approval must be denied.

Jen-Hsun Huang and Lori Huang are represented by:

         Michael D. Warner, Esq.
         Emily S. Chou, Esq.
         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
         301 Commerce Street, Suite 1700
         Fort Worth, TX 76102
         Tel: (817) 810-5250
         Fax: (817) 810-5255
         Email: mwarner@coleschotz.com
                echou@coleschotz.com

According to the Disclosure Statement dated July 6, 2012, the Plan
provides for a reorganization of all liabilities owed by Debtor.
The Reorganized Debtor will prosecute the Huang Arbitration and
Maui Builders Litigation from proceeds to be received by PRM
Realty Group, LLC and Peter R. Morris as exit financing for their
plans of reorganization.

The Debtor proposed this treatment of claims:

   -- The claim of Maui Self Storage will be paid by the
      reorganized debtor, up to the allowed amount of the claim,
      plus interest at the rate of 4.5% per annum accrued thereon
      within five years of the effective date from the proceeds
      from the sale of House 10 FF&E or the proceeds of the Huang
      Arbitration or the Maui Builders Litigation.

   -- The claim of Puritan Finance Corporation will be treated as
      a fully Secured Claim in an amount to be determined by the
      Bankruptcy Court at the Confirmation Hearing, or as
      otherwise agreed to prior to the hearing by the Debtor and
      Puritan.

   -- Creditors holding allowed general unsecured claims will
      receive 100% of their allowed claims from the proceeds from
      the sale of House 10 FF&E or the proceeds of the Huang
      Arbitration and/or the Maui Builders Litigation, after
      Equity Owner Peter Morris will retain his interest in
      Debtor, in exchange for providing for funding of the Plan
      and his commitment to use his skill, effort, and experience
      to prosecute the Huang Arbitration and the Maui Builders
      Litigation.

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

                     About Maluhia Development

Chicago, Illinois-based Maluhia Development Group, LLC, dba MDG,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case
No. 10-30475) on Jan. 21, 2010.  Rakhee V. Patel, Esq., at
Pronske & Patel, P.C., assists the Company in its restructuring
effort.  The Debtor disclosed $14,734,422 in assets and
$16,643,988 in liabilities as of the Chapter 11 filing.


MAPLE LEAF: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Maple Leaf Development, LLC
        15 Iris Lane
        Crossville, TN 38555

Bankruptcy Case No.: 12-10202

Chapter 11 Petition Date: November 6, 2012

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

Judge: Keith M. Lundin

Debtor's Counsel: Richard Dale Bohannon, Esq.
                  DALE BOHANNON
                  115 S Dixie Ave
                  Cookeville, TN 38501
                  Tel: (931) 526-7868
                  Fax: (931) 528-3418
                  E-mail: dbohannonECF@gmail.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb12-10202.pdf

The petition was signed by Raymond K. Mays, member.


MARINA BIOTECH: License Pact with Debiopharm to End on Dec. 5
-------------------------------------------------------------
Debiopharm S.A. provided notice to Marina Biotech, Inc., that the
Research and License Agreement, dated Feb. 3, 2011, between Marina
and Debiopharm, would be terminated effective Dec. 5, 2012, due to
Debiopharm's own operational reasons.

Marina had previously granted to Debiopharm an exclusive license
to develop and commercialize Marina's pre-clinical program in
bladder cancer, for all uses in humans and animals for the
prevention and treatment of superficial (non-muscle invasive)
bladder cancer, in consideration of certain milestone and royalty
payments.  Following the termination of the license agreement,
Marina's bladder cancer program will be returned to the Company
without any obligations beyond those minor activities associated
with the termination period and will be reincorporated into
Marina's internal preclinical pipeline with the intention of
advancing the program once either appropriate funding or a new
partner is obtained.

                        About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

The Company reported a net loss of $29.42 million on $2.24 million
of license and other revenue for 2011, compared with a net loss of
$27.75 million on $2.46 million of license and other revenue for
2010.

The Company's balance sheet at Dec. 31, 2011, showed
$11.75 million in total assets, $11.71 million in total
liabilities, and stockholders equity of $38,000.

                      May File for Bankruptcy

"We have experienced and continue to experience operating losses
and negative cash flows from operations, as well as an ongoing
requirement for substantial additional capital investment.  We
expect that we will need to raise substantial additional capital
to continue our operations beyond Oct. 31, 2012.  We are currently
pursuing a variety of funding options, including equity offerings,
partnering/co-investment, venture debt and commercial licensing
agreements for our technologies.  There can be no assurance as to
the availability or terms upon which such financing and capital
might be available.  If we are not successful in our efforts to
raise additional funds by Oct. 31, 2012, we may be required to
further delay, reduce the scope of, or eliminate one or more of
our development programs or discontinue operations altogether."

"As a result, there is a significant possibility that we will file
for bankruptcy or seek similar protection.  Moreover, it is
possible that our creditors may seek to initiate involuntary
bankruptcy proceedings against us, which would force us to make
defensive voluntary filing(s) of our own.  If we restructure our
debt or file for bankruptcy protection, it is very likely that our
common stock will be severely diluted if not eliminated entirely."


MARINA DISTRICT: Fitch Cuts Rating on Senior Secured Notes to 'B+'
------------------------------------------------------------------
Fitch Ratings downgrades Marina District Finance Company, Inc.'s
(Borgata) Issuer Default Rating (IDR) to 'B-' from 'B' and
downgrades Borgata's senior secured credit facility to 'BB-/RR1'
from 'BB/RR1' and senior secured first-lien notes to 'B+/RR2' from
'BB-/RR2'.  Borgata's Rating Outlook is revised to Stable from
Negative.

Fitch also affirms Boyd Gaming Corp.'s (Boyd) and Peninsula Gaming
LLC's (Peninsula) IDRs at 'B'. Boyd's and Peninsula's issue
specific ratings are also affirmed and listed at the end of this
release.  The Rating Outlooks remain Negative for Boyd and Stable
for Peninsula.

Borgata Downgrade

The downgrade of Borgata's IDR reflects Fitch's heightened concern
regarding the competitive landscape facing the Atlantic City
market.  On Nov. 6th, Maryland voters approved a ballot which
reduces the state's gaming tax rate, allows table games and
authorizes an additional gaming license in Prince George's County.
Also, last week Wynn Resorts announced plans to apply for
Philadelphia's second license.  Wynn's plans include a 300-room
hotel and Fitch expects the casino resort, should Wynn receive the
license, to be more comparable in terms of amenities and quality
to Borgata than what is currently offered in the Philadelphia
area.  (According to a Nov. 11th Philadelphia Inquirer article,
five other interested parties have submitted impact studies to the
City of Philadelphia before the last week's deadline, including
Penn National Gaming.)

These developments further exacerbate an already competitive
landscape with Resorts World in Queens, NY and Revel in Atlantic
City having a noticeable impact on Borgata's recent operating
results.  Also, the New York legislature passed a measure in the
2012 session to allow seven full-scale casinos in the state.  The
measure needs to be passed again in the 2013 session and be
approved by the voters that same year in a referendum.  It is
unknown where these casinos will be located, but if the measure is
made into law, it could involve allowing table games at Empire
Casino in Yonkers, NY and/or Resorts World.

The downgrade also takes into account the uncertainty related to
Hurricane Sandy. Fitch does not expect Sandy to have a long-term
impact on Borgata, and the property will be reimbursed at least
partially for the lost business through business interruption
insurance ($1 million deductible).  However, the amount of any
insurance reimbursement is inherently subjective and depends on
negotiations between Borgata and insurance carriers.  Also,
receipt of proceeds could be subject to meaningful delays.

The five-day closure and the lost business during the immediate
recovery could pressure liquidity and/or Borgata's compliance with
its $125 million minimum EBITDA covenant, depending on the
severity of the impact.  Borgata's gaming revenues declined by
20.9% in October, which captures four out of five days the casino
was closed due to Sandy.

The revision of the Outlook to Stable from Negative reflects
Borgata's solid free cash flow (FCF) profile, which Fitch expects
to trough at $25 million - $35 million once Revel fully ramps up.
Borgata FCF is expected to get a boost from reduced assessed value
and property tax credits once the casino-resort finalizes its
assessed value settlement with Atlantic City.  The city already
significantly reduced the assessed values of Trump Entertainment's
and Caesars Entertainment's properties and in certain instances
agreed to grant tax credits based on prior years.

Borgata's 'B-' IDR incorporates adequate cushion against further
deterioration in operating results and FCF stemming from
accelerated ramp up of Revel and/or other competitive pressures
discussed above.

Borgata's leverage and interest coverage ratios were 5.7 times (x)
and 1.6x, respectively, through the latest 12 months (LTM) period
ending Sept. 30, 2012.  Fitch expects Borgata's leverage to trend
towards 7x in 2013 as EBITDA approaches trough levels around mid-
2013.

Boyd Affirmation

The affirmation of Boyd's IDR at 'B' reflects Boyd's healthy FCF
profile and the pending acquisition of Peninsula, which will be
accretive to Boyd's credit profile.  These credit considerations
largely offset Fitch's heightened concern relating to Boyd's
lackluster operating performance over the past two quarters,
particularly in the company's Las Vegas Locals segment.  Boyd's
wholly owned EBITDA declined by approximately 10% and 7% in the
second and third quarters of 2012, respectively, when excluding IP
(acquired in October 2011) and the one-time items in the third
quarter ($6 million impact from Hurricane Isaac and prior year's
tax adjustment).

The Las Vegas Locals segment accounts for 37% of Boyd's wholly
owned EBITDA (less than a quarter once Peninsula is consolidated).
The segment experienced 2% and 5% revenue declines and 11% and 21%
EBITDA declines in the second and third quarters of 2012,
respectively.  Fitch attributes the declines at least partially to
the competitive Las Vegas Locals environment as the state reported
revenues for the Locals market are slightly up year-to-date
through September.  The company stated that it is addressing the
declines by accelerating slot machine replacements in the market,
with increased emphasis on lower denomination games.

Fitch believes the risk of Boyd breaching its Dec. 31, 2012 total
leverage covenant, when it is scheduled to step down to 7.25x
(relative to 7.35x reported for period ending Sept. 30, 2012) is
manageable.  Boyd's management stated that they are in
conversations with the bank group lenders to amend the financial
covenants, which Fitch believes is achievable given Boyd's healthy
FCF profile.

Boyd's FCF

Fitch calculates run-rate FCF for Boyd's main restricted group at
around $95 million in the base case.  This is enough to absorb
Fitch's estimated $10 million - $20 million negative EBITDA impact
from gaming expansions around the Gulf Coast area (mainly
Ameristar Lake Charles having an impact on Delta Downs in late
2014 and early 2015) as well as roughly $30 million - $35 million
in increased interest expense once Boyd refinances its 2014
subordinated notes and its credit facility, which matures December
2015.

Fitch's $95 million base case FCF forecast includes the following
estimates:

  -- Restricted group property EBITDA of $365 million (same as LTM
     EBITDA);

  -- Peninsula management fees of $20 million;

  -- Cash-based corporate expense of $40 million;

  -- Echelon related expenses including Las Vegas Energy (LVE)
     settlement fees of $20 million ($17.7 million for LTM
     period);

  -- Interest expense of $170 million (run rate based on debt
     currently outstanding); and

  -- Maintenance capex of $60 million ($74 million for LTM period
     including $18.6 million spent at IP year-to-date in 2012).

Once the Peninsula transaction closes this quarter Boyd will also
have access to 50% of Peninsula's excess cash flows.  Peninsula's
credit agreement restricted payment covenants permit Peninsula to
pay dividends based on a basket equal to $20 million plus excess
cash flow not used for mandatory prepayments of the term loan
(50%) as long as leverage remains 0.5x below maintenance covenant
levels.  Fitch estimates that excess cash flow will be substantial
at $60 million - $80 million on the conservative side.  Peninsula
dividends can potentially help offset the amortization on Boyd's
term loans ($42.5 million per year).

Boyd's Credit Metrics

Fitch calculates Boyd's wholly owned leverage and interest
coverage for the LTM period ending Sept. 30, 2012 at 8.8x and
1.9x, respectively.  Fitch expects the ratios to improve somewhat
in 2013 as Boyd starts to collect management fees from Peninsula,
but leverage is expected to remain above 8x through Fitch's base
case forecast horizon, or above 7x if consolidated with Peninsula.
In calculating Boyd's ratios, Fitch subtracts from EBITDA Echelon
related expenses including site maintenance (captured in pre-
opening expenses) and settlement fees paid to Las Vegas Energy
Partners (LVE; eliminated in Boyd's statements).  These expenses,
which Fitch considers to be recurring, equaled $17.7 million for
the LTM period ending Sept. 30, 2012.

Peninsula Gaming Acquisition

The Peninsula acquisition is a positive for Boyd's credit profile
and is a key driver for affirming Boyd's IDR at 'B' despite the
reported weakness in the Las Vegas Locals segments.

In the near term, Boyd will benefit from management fees
(estimated at around $20 million per year) and possible dividends
paid by Peninsula, which is expected to generate healthy
discretionary FCF.  Longer term, Boyd plans to consolidate
Peninsula into its main restricted group, which should strengthen
the overall credit profile by reducing leverage (Peninsula will
use at least half of FCF to pay down its credit facility in the
interim) and diversifying Boyd's asset base away from the Las
Vegas Locals market.  Fitch does not expect this to occur until
mid-2014 as Peninsula's bonds are not callable until August 2014.

Peninsula's 'B' IDR reflects its solid FCF profile, healthy
liquidity profile and an attractive asset portfolio, consisting of
several locals oriented properties that are largely insulated from
competitive pressures.  Fitch estimates Peninsula's total leverage
(including seller's note) and interest coverage ratios pro forma
for the merger closing at around 7.2x and 2.4x, respectively.

Relationship Between the IDRs

Fitch does not firmly link the IDRs of Boyd's, Borgata's (50%
owned and managed by Boyd) or Peninsula.

In the case of Boyd and Borgata, there is little strategic benefit
for Boyd of having Borgata in its asset portfolio since the
property is not part of Boyd's loyalty program and there is no
cross marketing between Boyd's properties and Borgata, which are
geographically disparate.  Therefore, Fitch believes there is
little incentive for Boyd, which is now a stronger credit (albeit
just marginally), to support Borgata if Borgata's credit profile
deteriorated further due to intensified competitive pressures.

The rating relationship is more ingrained between Boyd and
Peninsula. The ownership of Peninsula, with lower leverage and
healthy FCF, boosts Boyd's credit profile and once consolidated
into Boyd's restricted group could be a catalyst for affirming
Boyd's IDR at 'B' with a Stable Outlook.  Without the Peninsula
acquisition, Boyd's IDR would likely have been downgraded to 'B-'
at this point.

From Peninsula lenders' perspective, Fitch views Peninsula's
credit profile largely on a stand-alone basis since there is
adequate covenant protection against Boyd's ability to extract
value out of the Peninsula's restricted group and there are no
cross-defaults between the restricted groups.  If Boyd decides to
consolidate Peninsula into its restricted group, Peninsula's debt
will likely be refinanced with debt issued by Boyd, in which event
Fitch will withdraw ratings on Peninsula's debt.

What Could Trigger a Rating Action

A downgrade of Borgata's IDR to 'CCC' (next notch down from 'B-')
is unlikely unless there is notable risk of FCF turning negative
or there is heightened risk that Borgata will not be able to
refinance its 2015 notes due to difficult capital markets
conditions and/or incremental competitive events that are negative
to Borgata's credit profile.

For Boyd, cushion for negative variance from Fitch's base case
operating assumptions is now minimal at 'B' IDR.  Fitch's base
case assumes stabilization in the Las Vegas Locals market with
revenue declines moderating in the last quarter of 2012 and
revenue growth turning positive the first half of 2013.  The base
case assumes flat revenue growth across Boyd's other segments.

There is limited upside for Peninsula's IDR given the company's
high leverage relative to its operating profile. The probability
of a downgrade is similarly low given Peninsula's strong FCF
profile, which Fitch thinks can absorb considerable operating
stress.

The rating actions are as follows:

Marina District Finance Company, Inc.'s (Borgata)

  -- IDR downgraded to 'B-' from 'B' (Rating Outlook revised to
     Stable from Negative);
  -- Senior secured revolving credit facility downgraded to
     'BB-/RR1' from 'BB/RR1';
  -- Senior secured first-lien notes downgraded to 'B+/RR2' from
     'BB-/RR2'.

Boyd Gaming Corp.

  -- IDR affirmed at 'B' (Negative Rating Outlook);
  -- Senior secured credit facility affirmed at 'BB/RR1';
  -- Senior unsecured notes affirmed at 'CCC+/RR6';
  -- Senior subordinated notes affirmed at 'CCC/RR6'.

Peninsula Gaming LLC (and Peninsula Gaming Corp. as co-issuer)

  -- IDR affirmed at 'B' (Stable Rating Outlook);
  -- Senior secured credit facility affirmed at 'BB/RR1';
  -- Senior unsecured notes affirmed at 'CCC+/RR6'.


MCCLATCHY CO: BlackRock Hikes Equity Stake to 12.2%
---------------------------------------------------
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 7,421,814 shares of common
stock of The McClatchy Company representing 12.18% of the shares
outstanding.  BlackRock previously disclosed beneficial ownership
of 3,464,924 common shares or a 5.72% equity stake as of Dec. 30,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/WsPJeS

                     About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).


The Company's balance sheet at Sept. 23, 2012, showed
$2.88 billion in total assets, $2.67 billion in total liabilities,
and $210.29 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.


MGM RESORTS: Files Form 10-Q, Incurs $181.1MM Net Loss in Q3
------------------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $181.15 million on $2.25
billion of revenue for the three months ended Sept. 30, 2012,
compared with a net loss attributable to the Company of
$123.78 million on $2.23 billion of revenue for the same period
during the prior year.

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

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

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

                        http://is.gd/h0h1xJ

                         About MGM Resorts

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

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

                        Bankruptcy Warning

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

                           *     *     *

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

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

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

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


MILESTONE SCIENTIFIC: Posts $15,000 Net Income in Third Quarter
---------------------------------------------------------------
Milestone Scientific Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income applicable to common stockholders of $15,151 on $2.12
million of net product sales for the three months ended Sept. 30,
2012, compared with a net loss applicable to common stockholders
of $637,338 on $1.74 million of net product sales for the same
period a year ago.

For the nine months ended Sept. 30, 2012, Milestone Scientific
recorded a net loss applicable to common stockholders of $504,571
on $6.37 million of net product sales, in comparison with a net
loss applicable to common stockholders of $1.07 million on $6.63
million of net product sales for the same period during the prior
year.

The Company reported a net loss of $1.48 million in 2011, compared
with a net loss of $614,508 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $5.93
million in total assets, $3.97 million in total liabilities and
$1.96 million in total stockholders' equity.

In its report on the Company's 2011 financial results, Holtz
Rubenstein Reminick 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 suffered recurring
losses from operations since inception.

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

                         http://is.gd/OHpFNi

                     About Milestone Scientific

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.


MISSISSIPPI HOME: S&P Cuts 2 Revenue Bond Issue Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Mississippi Home Corp.'s (Senatobia Personal Care Apartments
Project) multifamily housing revenue bonds, series 2008-3A and
2008-3B, to 'CCC' from 'B'. The outlook is negative.

"The rating action reflects our view that revenues from mortgage
debt service payments and investment earnings are insufficient to
pay full and timely debt service on the bonds and fees until
maturity," said Standard & Poor's credit analyst Jose Cruz.

"The negative outlook reflects our anticipation of a further
deterioration of the project's debt service coverage ratio within
the two-year outlook period. We could take a positive rating
action if revenues from mortgage debt service payments and
investment earnings improve to cover debt service through at
least 2017," S&P said.

The bonds are secured by Ginnie Mae mortgage-backed securities.


MONITOR COMPANY: Sec. 341 Creditors' Meeting Set for Dec. 14
------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of Monitor
Company Group LP and its debtor-affiliates on Dec. 14, 2012, at
9:30 a.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, in Wilmington, Delaware.

                    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.

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'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.

Monitor filed for bankruptcy to sell 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.  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 propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MONITOR COMPANY: Reaches Agreement to Join Forces With Deloitte
---------------------------------------------------------------
Monitor Company Group Limited Partnership, one of the world's most
prestigious strategy consulting firms, disclosed that it has
agreed to join forces with Deloitte, one of the world's largest
professional services providers.  The transaction is subject to
certain conditions and Monitor expects it to close as soon as
practicable following their satisfactory completion.

Under the asset purchase agreement with Monitor, Deloitte
Consulting LLP will acquire Monitor's U.S. practice, and practices
outside the U.S. will be acquired by certain other member firms of
Deloitte Touche Tohmatsu Limited.  Upon closing of the
transaction, Monitor's and Deloitte's Strategy consulting
practices will combine to forge a new and preeminent global
presence in the industry, bolstered by Deloitte's leadership and
reputation globally.  The complementary strengths of the two
organizations will be manifest from the outset, creating:

* A confirmed leader in strategy consultancy,

* One of the largest life sciences strategy practices

* One of the largest marketing strategy practices, and

* A broad-reaching innovation strategy and execution practice.

Bansi Nagji, President of Monitor, states: "Monitor has built a
unique brand in the field of strategy consulting over 30 years,
renowned for highly customized client solutions and world class
intellectual property and thought leadership.  Our talent base -
from partners to employees - is of the highest quality, working
collaboratively across borders to serve our outstanding network of
global clients.  The opportunity to marry these qualities with the
extraordinary strengths of Deloitte, and to invest together to
serve our clients' rapidly evolving needs, is hugely motivating."

Michael Canning, national managing director of Deloitte Consulting
LLP's Strategy & Operations practice, adds, "We have long admired
Monitor for its excellence in strategy consulting and we are
excited about the fit and compatibility of our practices.

Deloitte and Monitor leadership will work closely together to
capture the best of both organizations and enhance our
capabilities as world-class global strategy practices that provide
clients with exceptional value.  The combination of practices with
Monitor's will further accelerate Deloitte's growth in the
strategy space and what we develop together will reshape our
industry.  I look forward to working closely with my new
colleagues from Monitor as we bring that vision to life."

This transaction combines Monitor's well-regarded brand, strong
thought leadership and top-notch talent with Deloitte's
extraordinary reach, access, and resources.  Monitor complements
Deloitte with global expertise in customer and market strategy,
corporate and business unit strategy and innovation, and a
particular focus on life sciences and consumer products.

Increasing demand for tighter integration between strategy and
implementation makes Monitor and Deloitte a natural fit.  As a
pure-play strategy consultant, Monitor was facing increasing
financial pressure as a stand-alone business.  The recent economic
downturn drove Monitor to evaluate its strategic options and
determine that Deloitte was not only the right strategic match,
but also provided the opportunity for substantial short-term and
long-term growth as well as opportunities for its employees and
clients.

To help facilitate this proposed transaction and preserve the
firm's considerable value as a going concern, the assets will be
sold by means of a court-approved sale under Section 363 of the
U.S. Bankruptcy Code.  The transaction with Deloitte would be
completed following approval of the U.S. Bankruptcy Court in
Wilmington, Delaware and is subject to, among other things, higher
or otherwise better offers, as well as regulatory approvals.

Monitor intends to continue serving its clients in the ordinary
course and has filed a number of customary motions seeking court
authorization to continue to support its business operations.

Founded in 1983, Monitor Company Group LP ( www.monitor.com ) is a
global consulting firm headquartered in Cambridge, Massachusetts.

The firm advises for-profit, sovereign, and non-profit clients in
growing their businesses and economies and furthering their
charitable purposes.  Monitor creates and sustains leading, world-
class capabilities in the management disciplines essential to
growth - including strategy, marketing, organizational design and
innovation - and brings those capabilities to bear in a pragmatic
and customized way for clients.  Monitor authors have published
more than 80 articles in leading business journals and have
published some of the most influential business strategy books of
the last 25 years.

Founded in 1983, Monitor Company Group LP --
http://www.monitor.com/-- is a global consulting firm
headquartered in Cambridge, Massachusetts. The firm advises for-
profit, sovereign, and non-profit clients in growing their
businesses and economies and furthering their charitable purposes.
Monitor creates and sustains leading, world-class capabilities in
the management disciplines essential to growth -- including
strategy, marketing, organizational design and innovation -- and
brings those capabilities to bear in a pragmatic and customized
way for clients.  Monitor authors have published more than 80
articles in leading business journals and have published some of
the most influential business strategy books of the last 25 years


MONITOR COMPANY: Has Approval to Hire Epiq as Claims Agent
----------------------------------------------------------
Monitor Company Group LP and its debtor-affiliates sought and
obtained Bankruptcy Court authority to employ Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate there will be in excess of 3,000
entities to be noticed.  In view of the number of anticipated
claimants and the complexity of the Debtors' businesses, the
Dbetors believe the appointment of a claims and noticing agent is
both necessary and in the best interest of the Debtors' estates
and their creditors.

Prior to the petition date, the Debtors provided the firm $25,000
as retainer.

                    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.

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'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.

Monitor filed for bankruptcy to sell 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.  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 propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MOTORS LIQUIDATION: Has $1.1 Billion Net Assets in Liquidation
--------------------------------------------------------------
Motors Liquidation Company GUC Trust filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing that as of Sept. 30, 2012, the Company has $1.33
billion in total assets, $180.63 million in total liabilities and
$1.15 billion in net assets in liquidation. A copy of the Form 10-
Q is available for free at http://is.gd/tGmAlG

                     About Motors Liquidation

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

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

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

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MOUNTAIN PROVINCE: Announces Tuzo Deep Diamond Recovery Results
---------------------------------------------------------------
Mountain Province Diamonds Inc. announced the microdiamond
recovery results from the Tuzo Deep drill program completed in
April 2012.  The Tuzo Deep drill program defined the depth
extension of the Tuzo kimberlite pipe over approximately 214
meters from the bottom of the current resource at 350 meters to a
depth of 564 meters.  Recovery of microdiamonds from the
kimberlite intersects was undertaken by caustic fusion methods
performed at the Geoanalystical Laboratories Diamond Services of
the Saskatchewan Research Council, which is accredited to the
ISO/IEC 17025 standard by the Standards Council of Canada as a
testing laboratory for diamond analysis using caustic fusion.  The
microdiamonds recovered by the SRC were then forwarded to the De
Beers Kimberley Microdiamond Laboratory for re-weighing of minus
0.3mm diamonds.

Patrick Evans, Mountain Province Diamonds President and CEO,
commented: "Gahcho Kue is already the world's largest and richest
new diamond mine.  The diamond recovery results from the Tuzo Deep
drill program confirm the potential for Gahcho Kue to be even
larger and richer.  The microdiamond results indicate the
potential for the grade to increase to over 3 carats per tonne
below 350 meters, which if confirmed would place Gahcho Kue
amongst the richest of all known diamond deposits."

On July 3, 2012, Mountain Province announced that the results of
the Tuzo Deep drilling indicate the potential for an increase in
the Tuzo pipe volume by approximately 4.58 million cubic meters to
approximately 11.78 million cubic meters.  With an average density
of at least 2.40 grams per cubic centimeter, a pipe volume
increase of approximately 5 million cubic meters would be
equivalent to an increase of approximately 12.4 million tonnes
over 214 meters from a depth of 350 meters to 564 meters.

This estimate is based on the volcanological boundaries of the
Tuzo pipe and includes areas of country rock dilution.  Volume and
tonnage of economic kimberlite will only be available after the
internal geological model is constructed.  Detailed petrological
analysis is scheduled for completion next month.  The results from
the Tuzo Deep drill program will be integrated into a revised
geological model for the pipe.  It is estimated that an updated
independent NI 43-101 resource statement incorporating the Tuzo
Deep results will be available in Q1 2013.

Mr. Evans added, "Last winter's drill program was designed to
define the depth extension of the Tuzo kimberlite to 750 meters.
The flattening of the inclined drill holes as they entered
kimberlite resulted in the depth extension being defined to only
564 meters.  The potential exists for the kimberlite to remain
open to depth well below 564 meters, which could add significant
tonnage to the resource."

The current Tuzo Indicated Resource, grading 1.21 carats pet
tonne, is from surface to a depth of 300 meters.  The Inferred
Resource, with an average grade of 1.75 carats per tonne, is from
a depth of 300 meters to 350 meters.  The increase in grade to
depth is attributable to a generally lower degree of dilution as
well as a coarser diamond distribution.

A March 2012 independent valuation of the Tuzo diamonds recovered
from previous bulk sampling indicates an actual value per carat of
$316 and a modeled value of $104 per carat.  The largest and most
valuable diamond recovered to date from the Gahcho Kue project
comes from the Tuzo kimberlite.  The 25.13 carat diamond is an
octahedron of H color which has been valued independently at
$20,000 per carat.

The Tuzo kimberlite is one of four known kimberlites within the
Gahcho Kue joint venture with De Beers Canada Inc.  Three of the
four kimberlites (5034, Hearne and Tuzo) have a Probable Reserve
of 31.3 million tonnes with a fully diluted grade of 1.57 carats
per tonne, for total diamond content of 49 million carats.  Based
on this reserve, the Joint Venture is currently permitting the
first mine which is expected to produce an average of 4.5 million
carats per year for the first 11 years.

Mountain Province also announced the retirement of Mr. Harry
Dobson as a director of the Company.  Mountain Province chairman,
Mr. Jonathan Comerford, said: "Mr. Dobson has been a director of
Mountain Province for more than 15 years and has made an enormous
contribution to the success of the Company.  We will miss his wise
counsel and wish him well in retirement."

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

                         http://is.gd/PMOhc4

                       About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

The Company's balance sheet at June 30, 2012, showed C$62.54
million in total assets, C$12.79 million in total liabilities and
C$49.74 million total shareholders' equity.

After auditing the financial statements for the year ended
Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the
Company has incurred a net loss in 2011 and expects to require
additional capital resources to meet planned expenditures in 2012
that raise substantial doubt about the Company's ability to
continue as a going concern.


MPG OFFICE: Files Form 10-Q, Reports $95 Million Net Income in Q3
-----------------------------------------------------------------
MPG Office Trust, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $95 million on $67.67 million of revenue for the
three months ended Sept. 30, 2012, compared with net income of
$30.36 million on $73.04 million of total revenue for the same
period during the prior year.

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

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

"In connection with our year-end 2012 financial reporting,
management will need to perform an evaluation of MPG Office Trust,
Inc.'s ability to continue as a going concern.  If management
cannot conclude that MPG Office Trust, Inc. will be able to
continue as a going concern for a reasonable period of time from
the date of our year-end consolidated financial statements, our
independent registered public accounting firm will need to include
an explanatory paragraph in its report on the consolidated
financial statements regarding the substantial doubt to continue
as a going concern.  If we receive such an explanatory paragraph
in our opinion, it might impede our ability to raise funds.  The
ability of MPG Office Trust, Inc. to continue as a going concern
depends in part upon our ability to generate cash from operations
or obtain suitable and adequate financing that, in each case, is
sufficient to fund our operations, service our indebtedness and
potentially re-balance our indebtedness so that it can be
refinanced at maturity."

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

                        http://is.gd/zO6Lin

                      About MPG Office Trust

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

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

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


MUSCLEPHARM CORP: Michael Doron Appointed to Board of Directors
---------------------------------------------------------------
The Board of Directors of MusclePharm Corporation appointed
Michael J. Doron to the Board.  Mr. Doron was appointed to fill a
vacancy created by the resignation of Gordon G. Burr from the
Board, effective Nov. 5, 2012.  Mr. Doron was also appointed to
serve on the Audit Committee, the Compensation Committee and the
Nominating and Corporate Governance Committee of the Board.  Mr.
Burr's resignation was not the result of any disagreement with the
Company, known to an executive officer of the Company, on any
matter relating to the Company's operations, policies or
practices.

Mr. Doron has been the Managing Director of DDR & Associates, LLC,
since January 2009, and Evolution Capital Partners, LLC, since
October 2009.  From January 2007 to December 2008, he served as
Chief Operating Officer and director of Toyshare, Inc.  From
February 2006 to January 2007, Mr. Doron served as Chief Operating
Officer and Chief Financial Officer of Frontgate Sundance
Alliance.  From September 2005 to January 2007, he served as Vice
President - Private Banking of the Bank of the West.  Mr. Doron
earned a BA from the University of Maryland and a Masters of
Science from American University.

The Company also entered into a standard form of indemnification
agreement with Mr. Doron.  The Indemnification Agreement generally
provides that the Company will, to the fullest extent permitted by
applicable law, indemnify Mr. Doron in accordance with and subject
to the terms of the Indemnification Agreement.  In addition, the
Indemnification Agreement provides for the advancement of expenses
incurred by Mr. Doron in connection with any covered proceeding to
the fullest extent permitted by applicable law.  The rights
provided by the Indemnification Agreement are in addition to any
other rights to indemnification or advancement of expenses to
which Mr. Doron may be entitled under applicable law, the
Company's articles of incorporation or its bylaws, or otherwise.

For his service on the Board, Mr. Doron will be entitled to the
same compensation arrangements as the Company's other non-employee
directors, including an annual cash retainer of $20,000, a meeting
fee of $1,000 per meeting attended for all in-person and
telephonic meetings of the Board subject to a $6,000 per-year cap
on meeting fees, an initial stock grant of 300,000 shares of
restricted common stock of the Company; an annual common stock
grant aggregating $25,000 of value, payable at the end of each
calendar based upon the closing price of the Company's common
stock in its primary trading market on the date of grant.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.72 million
in total assets, $15.73 million in total liabilities, and a
$11.01 million in total stockholders' deficit.


NATURE'S WAY: Case Summary & Two Unsecured Creditors
----------------------------------------------------
Debtor: Nature's Way Exercise Club, Inc.,
        2710 South US Highway One
        Fort Pierce, FL 34982

Bankruptcy Case No.: 12-36664

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Brad Culverhouse, Esq.
                  BRAD CULVERHOUSE, ATTORNEY AT LAW, CHARTERED
                  320 S. Indian River Drive, # 100
                  Fort Pierce, FL 34950
                  Tel: (772) 465-7572
                  E-mail: bradculverhouselaw@gmail.com

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

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

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb12-36664.pdf

The petition was signed by Paul Settle, vice president.


NASSAU BROADCASTING: Wins Extension to File Chapter 11 Plan
-----------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that a
bankruptcy judge has granted Nassau Broadcasting Corp. an
extension to file a creditor-repayment plan as it awaits
regulatory approval to sell its radio stations.

                     About Nassau Broadcasting

Nassau Broadcasting Partners LP is a radio-station owner and
operator.  Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.


NEPHROS INC: Incurs $853,000 Net Loss in Third Quarter
------------------------------------------------------
Nephros, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $853,000 on $604,000 of revenues for the three
months ended Sept. 30, 2012, compared with a net loss of $413,000
on $407,000 of revenues for the corresponding period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $2.2 million on $1.4 million of revenues, compared with a
net loss of $1.7 million on $1.7 million of revenues for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$3.9 million in total assets, $3.6 million in total liabilities,
and stockholders' equity of $323,000.

The Company has incurred significant losses in operations in each
quarter since inception.  For the nine months ended Sept. 30,
2012, and 2011, the Company has incurred net losses of
$2.2 million and $1.7 million, respectively.  "To become
profitable, the Company must increase revenue substantially and
achieve and maintain positive gross and operating margins.  If the
Company is not able to increase revenue and gross and operating
margins sufficiently to achieve profitability, its results of
operations and financial condition will be materially and
adversely affected."

As reported in the TCR on March 29, 2012, Rothstein Kass, in
Roseland, N.J., expressed substantial doubt about Nephros, Inc.'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 negative cash flow
from operations and net losses since inception.

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

Headquartered in River Edge, N.J., Nephros, Inc. (OTC BB: NEPH)
-- http://www.nephros.com/-- is a commercial stage medical device
company that develops and sells high performance liquid
purification filters.


NET TALK.COM: Borrows $100,000 from Vicis Capital
-------------------------------------------------
Net Talk.com, Inc., borrowed $100,000 from Vicis Capital Master
Fund, an institutional accredited investor.  In exchange, the
Company issued its 10% Senior Secured Debenture, due Dec. 31,
2013.

The 10% Senior Secured Debenture is one of a series of debentures
having similar terms issued to the institutional accredited
investor.  The 10% Senior Secured Debenture, among other matters,
accrues interest at 10% per annum, is payable in full on Dec. 31,
2013, is secured by all of the assets of the Company, and provides
for a default rate of interest of no less than 18% upon an event
of default.  Proceeds from the 10% Senior Secured Debenture are
for marketing and general working capital.  A copy of the
Debenture is available for free at http://is.gd/BcLNKu

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company reported a net loss of $26.17 million $2.72 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $6.30 million on $737,498 of revenue during the prior
year.

The Company's balance sheet at June 30, 2012, showed $6.03 million
in total assets, $18.82 million in total liabilities,
$8.13 million in redeemable preferred stock, and a $20.92 million
total stockholders' deficit.


NEW ENGLAND BUILDING: Objects to Appointment of Chapter 11 Trustee
------------------------------------------------------------------
New England Building Materials, LLC, objects to the request of the
Official Committee of Unsecured Creditors for an order appointing
a Chapter 11 Trustee.

In its request, the Committee proposed that a Chapter 11 trustee
be appointed for the Debtor if the Debtor's pending plan of
reorganization is not confirmed.

On the Debtor's behalf, David C. Johnson, Esq., at Marcus Clegg &
Mistretta, P.A., tells the Court there is no cause for the Court
to resort to the "extraordinary remedy" of appointment of a
Chapter 11 trustee.

On Oct. 29, 2012, the Debtor filed a First Modification of
Debtor's Second Amended Plan of Reorganization dated Sept. 24,
2012, that has the support of the Committee, Olim, LLC, and United
Ventures, LLC.  Given the Committee's support of the Modified
Plan, multiple bases for the Motion are no longer operative.  For
example, the Committee's arguments that the (unmodified) Plan
benefitted insiders of the Debtor to the detriment of the
Committee's constituency (it did not) and was a liquidating --
rather than reorganization -- plan (it was not) are now moot given
the Committee's support.

Moreover, the Debtor denies that current management has "grossly
mismanaged" its financial affairs since the Petition Date.  Since
filing for bankruptcy protection, the Debtor has worked diligently
to both rationalize its business model (by contracting to a
sawmill-only operation) and prepare and file a plan of
reorganization that will satisfy its creditors.  This has been a
difficult process, and the Debtor concedes that not everything has
proceeded as planned or predicted; it would be unrealistic to
expect as much.  However, as of this time, the Debtor's efforts
have culminated in a business turnaround, and the filing of its
Modified Plan, pursuant to which the proposed treatment of all
impaired classes of creditors and equity security holders has been
agreed upon with the appropriate creditor and equity security
holder representatives.

Under these circumstances, appointment of a trustee, even if the
Debtor's Modified Plan is not confirmed, is unwarranted.

The Committee's request for appointment of a trustee was reported
by the Troubled Company Reporter on Oct. 22, 2012.  The Committee
said "cause" exists for appointment of a trustee in the Debtor's
case for these reasons:

    (a) The Debtor's current management has grossly mismanaged the
        Debtor's affairs, accumulating an operating loss of more
        than $2.6 million in the first six and a half months of
        this case;

    (b) The Plan proposes to liquidate, rather than rehabilitate,
        the Debtor;

    (c) The Plan is designed to benefit the Debtor's insiders at
        the expense of the Debtor's creditors, and thus the Plan
        is unconfirmable under section 1129(a) of the Bankruptcy
        Code; and

    (d) The Debtor has failed to comply with various Court orders
        during this case.

                    About New England Building

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

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

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

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


NEWPAGE CORPORATION: Begins Chapter 11 Plan Voting Process
----------------------------------------------------------
NewPage Corporation disclosed that the Disclosure Statement for
its Fourth Amended Chapter 11 Plan has been approved by the U.S.
Bankruptcy Court for the District of Delaware.  The Court's
approval of the Disclosure Statement allows the Company to begin
the Plan voting process, leading to a confirmation hearing
scheduled for mid-December and the Company's expected emergence
from bankruptcy before the end of the year.

The Company also was authorized to enter into a commitment letter
and related fee letters for its exit financing, consisting of a
$500 million term loan facility led by Goldman Sachs Lending
Partners LLC and a $350 million revolving credit facility led by
J.P. Morgan Securities LLC.

"The approval of our Disclosure Statement represents a significant
achievement and another important step for the Company and its
stakeholders," said George Martin, president and chief executive
officer of NewPage.  "We look forward to implementing the Plan
upon emergence later this year with the financing and liquidity
needed to support our operations."

The Company filed the fourth amendment to its Plan and related
Disclosure Statement on Nov. 7, 2012.  A copy of the Plan and
Disclosure Statement is available at www.kccllc.net/NewPage .

Votes on the Plan must be received by the Company's voting agent,
Kurtzman Carson Consultants, LLC, by Dec. 10, 2012, unless the
deadline is extended.  Solicitation materials are expected to be
mailed to all creditors entitled to vote on the Plan by November
15, 2012.  A hearing to consider confirmation of the Plan is
currently scheduled for Dec. 13, 2012, at 12:00 noon Eastern Time.

This press release is for informational purposes only and is not a
solicitation to accept or reject the Plan.  The Disclosure
Statement, along with ballots and other solicitation materials,
will be distributed directly to those creditors of the Company who
are entitled to vote to accept or reject the Plan pursuant to the
Disclosure Statement.

                        About NewPage Corp

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

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

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

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

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

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

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

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


NEXSTAR BROADCASTING: Reports $9.5 Million Net Income in Q3
-----------------------------------------------------------
Nexstar Broadcasting Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $9.56 million on $89.95 million of net
revenue for the three months ended Sept. 30, 2012, compared with a
net loss of $6.25 million on $74.83 million of net revenue for the
same period during the prior year.

The Company reported net income of $21.39 million on $262.45
million of net revenue for the nine months ended Sept. 30, 2012,
compared with a net loss of $15.15 million on $220.28 million of
net revenue for the same period a year ago.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

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

                        http://is.gd/eMbKit

                 About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


NEXSTAR BROADCASTING: Completes Offering of $250MM Senior Notes
---------------------------------------------------------------
Nexstar Broadcasting, Inc., a wholly owned subsidiary of Nexstar
Broadcasting Group, Inc., completed the issuance and sale of $250
million aggregate principal amount of 6 7/8% senior notes due
2020.  The Notes were issued pursuant to an Indenture, dated
Nov. 9, 2012, by and among Nexstar Broadcasting, as issuer, the
Company, as guarantor, Mission Broadcasting, Inc., as guarantor,
and The Bank of New York Mellon, as trustee.  Nexstar
Broadcasting's obligations under the Notes are jointly and
severally guaranteed by the Company, Mission and certain of
Nexstar Broadcasting's and Mission's future restricted
subsidiaries.

The Notes were issued in a private offering that was exempt from
the registration requirements of the Securities Act of 1933, as
amended, to qualified institutional buyers in accordance with Rule
144A and to persons outside of the United States pursuant to
Regulation S under the Securities Act.  The Notes were issued at
par.  Nexstar Broadcasting will use the net proceeds of the
offering to repurchase any and all of Nexstar Broadcasting's
outstanding 7% Senior Subordinated Notes due 2014 and 7% Senior
Subordinated PIK Notes due 2014, refinance a portion of the
borrowings outstanding under Nexstar Broadcasting's existing
senior secured credit facilities and pay related fees and expenses
and for general corporate purposes.

The Notes will mature on Nov. 15, 2020.  Interest on the Notes
accrues at a rate of 6.875% per annum and is payable semiannually
in arrears on May 15 and November 15 of each year, commencing on
May 15, 2013.  Nexstar Broadcasting is obligated to make each
interest payment to the holders of record of the Notes on the
immediately preceding May 1 and November 1.

                Receives Consent to Amend Indenture

Nexstar Broadcasting, Inc., has received, pursuant to its
previously announced cash tender offer and consent solicitation
for any and all of the outstanding $3,912,000 aggregate principal
amount of 7% Senior Subordinated Notes due 2014 and $112,593,449
aggregate principal amount of 7% Senior Subordinated PIK Notes due
2014, the requisite consents to adopt proposed amendments to the
indenture, as supplemented, under which the 2014 Notes were issued
and the indenture, as supplemented, under which the 2014 PIK Notes
were issued, that would, among other things, eliminate
substantially all restrictive covenants and certain event of
default provisions contained in those indentures.

Nexstar Broadcasting announced that consents had been delivered
with respect to $3,840,000 of the 2014 Notes and $110,709,613 of
the 2014 PIK Notes (representing 98.33% of the outstanding
aggregate principal amount of 2014 PIK Notes), which Existing
Notes had been validly tendered and not validly withdrawn as of
5:00 p.m., New York City time, on Nov. 6, 2012.  In conjunction
with receiving the requisite consents, Nexstar Broadcasting and
The Bank of New York Mellon, as trustee, executed (i) a second
supplemental indenture with respect to the indenture, as
supplemented, under which the 2014 Notes were issued and (ii) a
second supplemental indenture with respect to the indenture, as
supplemented, under which the 2014 PIK Notes were issued, in each
case, effecting certain amendments that would implement the
Proposed Amendments.  Each such second supplemental indenture
became operative upon acceptance of the Existing Notes for
purchase by Nexstar Broadcasting pursuant to the terms and
conditions described in the Statement.

Nexstar Broadcasting's obligation to accept for purchase and to
pay for the Existing Notes validly tendered and not validly
withdrawn and consents validly delivered, and not validly revoked,
pursuant to the tender offer and consent solicitation, was subject
to and conditioned upon the satisfaction of or, where applicable,
Nexstar Broadcasting's waiver of, certain conditions, including a
financing condition.  As of Nov. 9, 2012, these conditions have
been satisfied and the Existing Notes validly tendered and not
validly withdrawn as of the Consent Payment Deadline were accepted
for purchase by Nexstar Broadcasting.

Holders who validly tendered (and did not validly withdraw) their
Existing Notes on or prior to the Consent Payment Deadline
received total consideration equal to $1,003.00 per $1,000
principal amount of the Existing Notes, plus any accrued and
unpaid interest on the Existing Notes up to, but not including,
the first settlement date. The Total Consideration includes a
consent payment of $10.00 per $1,000 principal amount of the
Existing Notes.

Holders who validly tender their Existing Notes after the Consent
Payment Deadline, but on or prior to Midnight, New York City time,
on Nov. 21, 2012, unless extended or earlier terminated by Nexstar
Broadcasting, and whose Existing Notes are accepted for payment,
will receive the tender consideration equal to $993.00 per $1,000
principal amount of the Existing Notes, plus any accrued and
unpaid interest on the Existing Notes up to, but not including,
the final settlement date.  Holders of Existing Notes who tender
after the Consent Payment Deadline will not receive a Consent
Payment.

Nexstar Broadcasting has engaged BofA Merrill Lynch to act as
dealer manager and solicitation agent for the tender offer and
consent solicitation and Global Bondholder Services Corporation to
act as information agent and depositary for the tender offer.
Requests for documents may be directed to Global Bondholder
Services Corporation at (866) 389-1500 (toll free) or (212) 430-
3774 (collect).  Questions regarding the tender offer or consent
solicitation may be directed to BofA Merrill Lynch at (888) 292-
0070 (toll free) or (646) 855-3401 (collect).

A complete copy of the Form 8-K is available for free at:

                         http://is.gd/c33dN0

                   About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $611.35
million in total assets, $771.63 million in total liabilities and
a $160.27 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


NORTH BY NORTHWEST: Nov. 28 Hearing on Request for Case Dismissal
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
will convene a hearing on Nov. 28, 2012, to consider Macon Bank
Inc.'s motion to dismiss the Chapter 11 case of North by Northwest
LLC, or in the alternative, for relief from the automatic stay.

Macon Bank is the only secured creditor in the case.  As of the
Petition Date, the principal balance due, excluding interest and
fees under Note 1 was $713,256 and under Note 2 was $2,257,483
totaling $2,970,739 owed to Macon Bank.

Macon Bank, in its request, said that the case was filed in bad
faith.

                     About North By Northwest

North By Northwest LLC filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-42087) in Rome, Georgia, on July 12,
2012.  North By Northwest scheduled $14,667,210 in assets and
$4,202,709 in liabilities.  The Debtor holds surface and mineral
interests in the real property in Valley District, Fayette County,
West Virginia, worth $12.5 million, and which secures a $3.05
million debt to Macon Bank.  Bankruptcy Judge Paul W. Bonapfel
presides over the case.  Jim Knight, Esq., at Thomas F. Tierney,
P.C., in Peachtree City, Georgia, serves as counsel.


NPC INT'L: Moody's Changes Outlook on 'Ba3' Rating to Stable
------------------------------------------------------------
Moody's Investors Service changed NPC International, Inc.'s
ratings outlook to stable from negative and assigned a Ba3 rating
to the company's proposed $100 million revolving credit facility
due 2017. In addition, Moody's upgraded the company's Speculative
Grade Liquidity Rating to SGL-2 from SGL-3 and affirmed its B2
Corporate Family and Probability of Default Ratings.

On November 9, 2012, NPC announced that it intends to refinance
its $473 million secured credit facility. Benefits of the
transaction include improved pricing and extension of the revolver
expiration date by one year to December 28, 2017.

Moody's assigned the following rating:

  -- $100 million senior secured revolver due 2017 at Ba3 (LGD 3,
     32%)

The following rating was upgraded:

Speculative Grade Liquidity rating to SGL-2 from SGL-3

The following ratings were affirmed:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- $373 million senior secured term loan due 2018 at Ba3 (LGD 3,
     32%)

  -- $190 million senior unsecured notes due 2020 at Caa1 (LGD 5,
     85%)

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

  -- $100 million senior secured revolver due 2016 at Ba3 (LGD 3,
     32%)

Ratings Rationale

The outlook change to stable reflects NPC's significant
improvement in debt protection metrics since the December 2011
acquisition of the company by Olympus Partners ("Olympus"). NPC's
operating performance has been solid, as promotional activity and
menu innovation has driven positive same store sales, while
profitability has expanded due to ongoing food and operating cost
savings initiatives and lower commodity costs. Lease-adjusted
debt/EBITDA for the twelve months ended September 25, 2012
improved to about 5.4 times from a pro forma level of about 6.5
times in December 2011.

The upgrade to SGL-2 recognizes NPC's good liquidity, supported by
the expectation that balance sheet cash and cash flow generation
should be more than sufficient to cover cash flow needs over the
next twelve months, including working capital, maintenance capital
expenditure and mandatory debt amortization, and for the
maintenance of significant cushion under financial maintenance
covenants.

NPC's B2 Corporate Family Rating continues to reflect its high
debt and interest burden associated with the acquisition of the
company by Olympus. Also considered are the company's limited
product offering, concentrated day-part in lunch and dinner,
limited geographic diversity, and exposure to volatile commodity
prices. Supporting the rating are NPC's sizeable scale within the
Pizza Hut franchise system, relatively flexible cost structure and
good liquidity.

NPC's ratings could be upgraded if operating performance and debt
protection measures sustainably improve, driven by profitable same
store sales and new unit growth. Quantitatively, an upgrade would
require debt to EBITDA to decline near 4.5 times and EBITA to
interest to exceed 2.0 times. The ratings could be downgraded if
operating performance or liquidity were to deteriorate or if
financial policies became more aggressive, leading to debt/EBITDA
increasing above 6.0 times on a sustained basis.

The principal methodology used in rating NPC 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.

NPC International, Inc. is the largest Pizza Hut franchisee
operating 1,211 stores in 28 states with concentration in the
Midwest, South and Southeastern United States. Annual revenues are
approximately $1.0 billion.


NPS PHARMACEUTICALS: Incurs $3.3-Mil. Net Loss in Third Quarter
---------------------------------------------------------------
NPS Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.32 million on $27.01 million of total revenues
for the three months ended Sept. 30, 2012, compared with a net
loss of $12.34 million on $24.60 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 $6.53 million on $103.46 million of total revenues,
compared with a net loss of $27.63 million on $75.38 million of
total revenues for the same period a year ago.

NPS reported a net loss of $36.26 million in 2011, a net loss of
$31.44 million in 2010 and a net loss of $17.86 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $165.46
million in total assets, $212.20 million in total liabilities and
a $46.74 million total stockholders' deficit.

"With last month's unanimous recommendation by FDA's
Gastrointestinal Drugs Advisory Committee, Gattex is poised to
become the first significant medical advance for the long-term
treatment of SBS in nearly 40 years," commented Francois Nader,
MD, president and chief executive officer, NPS Pharmaceuticals.
"Recent data from the Gattex clinical program demonstrate life-
changing findings for patients.  Specifically, one in seven
patients has now achieved complete independence from parenteral
support in our ongoing long-term STEPS 2 study.  As a result of
the committee's positive vote, we will now be proceeding with the
hiring of several key commercial positions and finalizing Gattex
launch-readiness.  This is a transformational period for NPS and
we are thrilled to be one step closer to achieving our goal of
bringing Gattex to the market early next year and addressing the
unmet needs of people with short bowel syndrome."

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

                        http://is.gd/AuapYN

                      About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.


OLYMPUS PACIFIC: Incurs $3.7-Mil. Net Loss in Q1 Ended Sept. 30
---------------------------------------------------------------
Olympus Pacific Minerals Inc. reported a net loss of
US$3.7 million on US$19.2 million of sales for the three months
ended Sept. 30, 2012, compared with net income of US$419,175 on
US$12.5 million of sales for the three months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2012, showed
US$121.4 million in total assets, US$73.9 million in total
liabilities, and stockholders' equity of US$47.5 million.

"During the three-month period ended Sept. 30, 2012, the Group
incurred a net loss of US$3.7 million, as of that date, the
Group's current liabilities exceeded its current assets by
US$15.3 million.  As a result, there is a substantial doubt
regarding the ability of the Company to continue as a going
concern. The Phuoc Son Mine has now resumed normal operations."

A copy of the consolidated financial statements for the three
months ended Sept. 30, 2012, is available at http://is.gd/aaY07P

Olympus Pacific Minerals Inc., headquartered in Toronto, Ontario,
Canada, is an international mining exploration, development and
production company focused on the mineral potential of Southeast
Asia.  Olympus is focused on its two producing gold mines in
Central Vietnam, property in East Malaysia that is currently the
subject of a feasibility study and an early stage exploration
property in the Northern Philippines.

The Company's two most advanced properties, covered by investment
certificates, are the Phuoc Son Gold Property and the Bong Mieu
Gold Property, both including producing mines.  Both properties
are located in central Vietnam along the Phuoc Son-Sepon Suture.
The Bong Mieu and Phuoc Son Gold properties are approximately 74
kilometres apart.  Proven and probable reserves exist for the Bong
Mieu Central Gold Mine and for the Phuoc Son Dak Sa area.


OPPENHEIMER PARTNERS: Files Modification to Reorganization Plan
---------------------------------------------------------------
Oppenheimer Partners Properties, LLP, has filed modifications to
the Plan or Reorganization dated March 21, 2012.

Under the modified plan, a new section 4.4.3 is added:

    "4.4.3 Retained Security Interest. Maricopa County Treasurer
     will retain its security interest in its collateral.

Section 3.7 is deleted and replaced by;

    "3.7 Class 6: Zazu Renter's Claims. Class 6 consists of the
     Zazu Renters for the return of a security deposit. A Zazu
     Renter is someone who provided Oppenheimer with a security
     deposit in connection with residential lease agreement and
     whose lease terminated prior to the Petition Date, and who on
     the Petition Date was owed the return of some or all of the
     security deposit. The Allowed Claims in this class are
     priority unsecured claims under 11 U.S.C. Sec. 507(a)(7).
     A list of all potential Class 6 members includes: Antonio
     Plemons, Divya Tewari, Jasmine Banks, Jason Gonzalez, John
     Robertson, Lawrence Fischer, Louise Brown, Scott Wilson,
     Tremaine Powell, William Mburu and Claudia Galaviz. All but
     two of these potential class members' claims are scheduled as
     disputed by the Debtor on Schedule E. The only Allowed Class
     6 claim belongs to Lawrence Fischer and Jason Gonzales."

The last sentence of Section 1.1.4 Allowed Claim is deleted and
replaced with the sentences below:

    "An Allowed Claim shall include post-petition interest to pay
     the present value of the Allowed Claim through the Plan.
     Unless otherwise specified in the Plan, the rate of interest
     will be the 10 year Treasury Bill rate, which is 1.76%"

As reported in the Troubled Company Reporter on June 20, 2012,
the exit financing requirements under the plan will be fully
funded by the Debtor's cash on hand.  The Debtor anticipates
having $338,000 cash on hand by the Effective date.  Furthermore,
MidFirst Bank, a secured creditor, is holding $150,473.24 of the
Debtor's money that will be available to fund the Plan.  Prior to
Plan Confirmation, MidFirst Bank will have an interest in the cash
on hand and the cash MidFirst is holding as Cash Collateral for
its loan.  The Plan grants MidFirst a lien on property and rents
in accordance with the documents that secure its Note.

The Debtor's Partners will fund their $50,000 contribution by
waiving their administrative expense claims for post-petition work
managing and operating the Debtor and for which they have not been
paid in full as a result of MidFirst's objection to the use of
Cash Collateral. The Partners may also fund their contribution
from loans from friends and family.

The remainder of the monies necessary for the Plan will be funded
entirely from monies obtained from the Debtor's post-confirmations
operations.

The Debtor's management will remain; management fees are expected
to total $100,000 for the first year.  Eric Hamburger will remain
the manager assisted by Karl Haytcher.  The Partners, so long as
they are working on behalf of the Debtor, will be entitled to
reduced rent on the Property.  Beginning one year after the
Effective Date, the Partners may be paid health, car, and other
benefits typically available to owners and operators of a small
business.  This amount is projected to be $20,400 a year. MidFirst
contends the Partners are not entitled to a $100,000 per year in
management fee.

A copy of the Third Amended Disclosure Statement is available for
free at:

  http://bankrupt.com/misc/OPPENHEIMER_PARTNERS_ds_3amended.pdf

             About Oppenheimer Partners Properties

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling $12.4
million.  Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah Sharer
Curley presides over the case.  Gordon Silver's Robert C.
Warnicke, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Eric Hamburger, managing
partner.


OR PRO MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: OR PRO Medical Industrial Laboratory, Inc.
        dba Starcraft Medical, Corp.
            Starcraft Medical, Inc.
        Jesus T. Pinero Avenue, No. 1634
        San Juan, PR 00921

Bankruptcy Case No.: 12-08986

Chapter 11 Petition Date: November 9, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. CONDE & ASSOC.
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $2,433,981

Scheduled Liabilities: $1,818,031

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/prb12-08986.pdf

The petition was signed by Benigno Garcia Ocasio,
president/treasurer.


OVERSEAS SHIPHOLDING: BlackRock Discloses 4.5% 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 1,406,091 shares of common
stock of Overseas Shipholding Group Inc. representing 4.55% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/e4w6qP

                   About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York City,
NY, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of crude oil
and petroleum products.

On Oct. 22, 2012, the Company filed a Form 8-K with the Securities
and Exchange Commission disclosing that on Oct. 19, 2012 "the
Audit Committee of the Board of Directors of the Company, on the
recommendation of management, concluded that the Company's
previously issued financial statements for at least the three
years ended Dec. 31, 2011 and associated interim periods, and for
the fiscal quarters ended March 31 and June 30, 2012, should no
longer be relied upon."  The Form 8-K further stated that the
Company is reviewing whether a restatement of those financial
statements may be required and "evaluating its strategic options,
including the potential voluntary filing of a petition for relief
to reorganize under Chapter 11 of the Bankruptcy Code."

As a result of this news, OSG's stock price declined more than 60%
from the previous trading day's closing price of $3.25 per share
on Oct. 19, 2012, to close at $1.23 per share on Oct. 22, 2012 on
extremely heavy volume of more than 16 million shares traded.


OVERSEAS SHIPHOLDING: Pomerantz Files Class Action Lawsuit
----------------------------------------------------------
Pomerantz Grossman Hufford Dahlstrom & Gross LLP has filed a class
action lawsuit against Overseas Shipholding Group, Inc. and
certain of its officers.  The class action filed in U.S. District
Court, Southern District of New York, and docketed under 12 CIV.
7938 is on behalf of a class consisting of all persons or entities
who purchased or otherwise acquired securities of Overseas
Shipholding between May 4, 2009 and Oct. 19, 2012, both dates
inclusive.  This class action seeks to recover damages against the
Company and certain of its officers and directors as a result of
alleged violations of the federal securities laws pursuant to
Sections 10(b) and 20(a) of the Securities Exchange Act and Rule
10b-5 promulgated thereunder.

Shareholders who purchased Overseas Shipholding securities during
the Class Period have until Dec. 26, 2012 to ask the Court form
appointment as lead plaintiff for the Class.

To discuss this action, contact

         Robert S. Willoughby, Esq.
         POMERANTZ GROSSMAN HUFFORD DAHLSTROM & GROSS LLP
         Tel: 888.476.6529 (or 888.4-POMLAW), toll free, x237.
         E-mail: rswilloughby@pomlaw.com
         Web site: http://www.pomerantzlaw.com

The Pomerantz Firm -- http://www.globenewswire.com-- with offices
in New York, Chicago and San Diego, is acknowledged as one of the
premier firms in the areas of corporate, securities, and antitrust
class litigation.  Founded by the late Abraham L. Pomerantz, known
as the dean of the class action bar, the Pomerantz Firm pioneered
the field of securities class actions.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York City,
NY, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of crude oil
and petroleum products.

On Oct. 22, 2012, the Company filed a Form 8-K with the Securities
and Exchange Commission disclosing that on Oct. 19, 2012 "the
Audit Committee of the Board of Directors of the Company, on the
recommendation of management, concluded that the Company's
previously issued financial statements for at least the three
years ended Dec. 31, 2011 and associated interim periods, and for
the fiscal quarters ended March 31 and June 30, 2012, should no
longer be relied upon."  The Form 8-K further stated that the
Company is reviewing whether a restatement of those financial
statements may be required and "evaluating its strategic options,
including the potential voluntary filing of a petition for relief
to reorganize under Chapter 11 of the Bankruptcy Code."

As a result of this news, OSG's stock price declined more than 60%
from the previous trading day's closing price of $3.25 per share
on Oct. 19, 2012, to close at $1.23 per share on Oct. 22, 2012 on
extremely heavy volume of more than 16 million shares traded.


OXIGENE INC: Incurs $2-Mil. Net Loss in Third Quarter
-----------------------------------------------------
OXiGENE, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $2.2 million on $nil revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $3.5 million on
$nil revenues for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $6.4 million on $114,000 of revenues, compared with a net
loss of $7.3 million on $nil revenues for the same period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$6.9 million in total assets, $1.3 million in total liabilities,
and stockholders' equity of $5.6 million.

The Company has experienced net losses every year since inception
and, as of Sept. 30, 2012, had an accumulated deficit of
approximately $223.7 million.  "The Company expects to incur
significant additional operating losses over at least the next
several years, principally as a result of its continuing clinical
trials and anticipated research and development expenditures.  The
principal source of the Company's working capital to date has been
the proceeds of private and public equity financings and to a
significantly lesser extent the exercise of warrants and stock
options.  The Company currently has no recurring material amount
of licensing or other income."

"Based on the Company's limited ongoing programs and operations
and the reductions in cash utilization resulting from the
Company's September 2011 reduction in work force, the Company
expects its existing cash to support its operations through the
second quarter of 2013.  However, this level of cash utilization
does not allow for the initiation of any significant projects,
including clinical trials, to further the development of the
Company's most advanced product candidates, primarily
ZYBRESTAT(R).  Any significant further development of ZYBRESTAT or
other capital intensive activities will be contingent upon the
Company's ability to raise additional capital in addition to the
existing financing arrangements."

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

                        About OxiGENE, Inc.

South San Francisco, Calif.-based OxiGENE, Inc., is a clinical-
stage, biopharmaceutical company developing novel therapeutics
primarily to treat cancer.  The Company's primary focus is the
development of product candidates referred to as vascular
disrupting agents, or VDAs, that selectively disable and destroy
abnormal blood vessels that provide solid tumors a means of growth
and survival and also are associated with visual impairment in a
number of ophthalmological diseases and conditions.

                          *     *     *

Ernst & Young LLP, in Boston, Massachusetts, expressed substantial
doubt about OxiGENE's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses and has significantly reduced
the development of its most advanced product candidates.  "In
order to significantly further develop its product pipeline, the
Company will be required to raise additional capital, alternative
means of financial support, or both.  The ability of the Company
to raise additional capital or alternative sources of financing is
uncertain."


PACIFIC GOLD: Investor Converts Debt to 13.6-Mil. Common Shares
---------------------------------------------------------------
A holder of $40,000 in principal amount of debt issued by Pacific
Gold Corp. transferred the obligation to a third party on Nov. 2,
2012.

In connection with the transfer, the Company agreed to modify the
rate of conversion of principal and interest into shares of common
stock to a formula based on the market value of a share of common
stock, from time to time.  The investor has converted a portion of
the debt obligation into 13,636,364 shares of common stock on a
restricted issuance basis, which has been sold by the third party
investor under Rule 144.  The Company anticipates that an
additional 25,000,000 shares will be issued on conversion of the
balance of the debt obligation, based on the current market prices
and the conversion formula of the obligation.

Additionally, the Company issued to the third party investor a new
$37,500 convertible note on Nov. 2, 2012, of which the shares
underlying that note will become eligible for market sales under
Rule 144 on March 14, 2013.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Silberstein Ungar,
PLLC, in Bingham Farms, Michigan, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
from operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company reported a net loss of $1.38 million in 2011, compared
with a net loss of $985,278 in 2010.

The Company's balance sheet at June 30, 2012, showed $1.48 million
in total assets, $6.16 million in total liabilities and a $4.68
million total stockholders' deficit.


PACIFIC PARTNERS: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Pacific Partners, LLC
        P.O. Box 2933
        Joliet, IL 60434

Bankruptcy Case No.: 12-44159

Chapter 11 Petition Date: November 6, 2012

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

Judge: Jack B. Schmetterer

Debtor's Counsel: David P. Lloyd, Esq.
                  DAVID P. LLOYD, LTD.
                  615B S. LaGrange Rd.
                  LaGrange, IL 60525
                  Tel: (708) 937-1264
                  Fax: (708) 937-1265
                  E-mail: courtdocs@davidlloydlaw.com

Scheduled Assets: $1,433,091

Scheduled Liabilities: $1,153,144

A copy of the Company's list of its two unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-44159.pdf

The petition was signed by Gordon Drafke.


PATRIOT COAL: Tannor Partners Credit Fund Buys Claims
-----------------------------------------------------
These additional notices of transfers of claims were made Thursday
in the Chapter 11 cases of Patriot Coal Corporation, et al., to
wit:

A. Debtor Eastern Associated Coal LLC

Transferee                    Tannor Partners Credit Fund, LP
Transferor                    Irwin Mine & Tunneling Supply
Amount of Claim               $1,726.68
Claim #                       Not Disclosed
Transfer Date                 Sept. 27, 2012
Docket Entry                  1539 (11/08/12)

B. Debtor Kanawha Eagle Coal Co.

Transferee                    Tannor Partners Credit Fund, LP
Transferor                    Irwin Mine & Tunneling Supply
Amount of Claim               $44.12
Claim #                       Not Disclosed
Transfer Date                 Sept. 27, 2012
Docket Entry                  1540 (11/08/12)

C. Debtor Midland Trail Energy LLC

Transferee                    Tannor Partners Credit Fund, LP
Transferor                    Irwin Mine & Tunneling Supply
Amount of Claim               $1,583.92
Claim #                       Not Disclosed
Transfer Date                 Sept. 27, 2012
Docket Entry                  1541 (11/08/12)

D. Debtor Panther, LLC

Transferee                    Tannor Partners Credit Fund, LP
Transferor                    Irwin Mine & Tunneling Supply
Amount of Claim               $3,502.13
Claim #                       Not Disclosed
Transfer Date                 Sept. 27, 2012
Docket Entry                  1542 (11/08/12)

E. Debtor Remington LLC

Transferee                    Tannor Partners Credit Fund, LP
Transferor                    Irwin Mine & Tunneling Supply
Amount of Claim               $800.73
Claim #                       Not disclosed
Transfer Date                 Sept. 27, 2012
Docket Entry                  1543 (11/08/12)

                         About Patriot Coal

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

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

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

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

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


PENNFIELD CORP: Has 2nd Interim Access to Fulton's Cash Collateral
------------------------------------------------------------------
The Hon. Bruce I. Fox has approved a stipulation between Pennfield
Corporation and Fulton Bank on the Debtor's futher use of the
bank's cash collateral.

Under the terms of the stipulation, the Debtors' authorization to
use cash collateral is extended from Nov. 11 to Dec. 22 to pay
necessary expenses in accordance with a budget.

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

A further hearing on the use of cash collateral is scheduled for
Dec. 22 at 9:30 a.m.

Pennfield owes Fulton Bank:

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

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

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

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

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

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

                          About Pennfield

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

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

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

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


PENNFIELD CORP: Has Access to $2 Million Carlisle DIP Facility
--------------------------------------------------------------
The Hon. Bruce I. Fox of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania has authorized Pennfield Corp. to borrow
$2 million from Carlisle Advisors LLC.

The liens granted to Fulton Bank prior to the Petition Date
securing the prepetition credit facilities will be senior to the
liens granted to the DIP Lender, provided that all federal liens
filed by PBGC in the amount of $1,362,484 are subordinated to the
DIP Liends only to the extent that federal tax liens are valid.

All obligations under the DIP facility will constitute as allowed
senior administrative claims against the Debtors.  In no event
will the DIP Lender will be entitled to avoidance actions to
satisfy the superpriority claims.

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.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

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


PHIL'S CAKE: Can Hire Bill Maloney as Chief Restructuring Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Phil's Cake Box Bakeries, Inc., to employ Bill Maloney
Consulting as chief restructuring advisor.

                         About Phil's Cake

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.  The Debtor
tapped Bill Maloney Consulting as chief restructuring advisor.
The Debtor disclosed $12,514,516 in assets and $14,593,951 in
liabilities as of the Chapter 11 filing.


PHIL'S CAKE: Files Schedules of Assets and Liabilities
------------------------------------------------------
Phil's Cake Box Bakeries, Inc., filed with the U.S. Bankruptcy
Court for the Middle District of Florida, its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,845,803
  B. Personal Property            $6,668,713
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,033,900
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $35,120
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,524,931
                                 -----------      -----------
        TOTAL                    $12,514,516      $14,593,951

A copy of the schedules is available for free at
http://bankrupt.com/misc/PHILSCAKE_sal.pdf

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.  The Debtor
tapped Bill Maloney Consulting as chief restructuring advisor.
The Debtor disclosed $12,514,516 in assets and $14,593,951 in
liabilities as of the Chapter 11 filing.


PHIL'S CAKE: Stichter Riedel Approved as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Phil's Cake Box Bakeries, Inc., to employ Stichter,
Riedel, Blain & Prosser, P.A., as counsel.

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.  The Debtor
tapped Bill Maloney Consulting as chief restructuring advisor.
The Debtor disclosed $12,514,516 in assets and $14,593,951 in
liabilities as of the Chapter 11 filing.


PHIL'S CAKE: Taps Baumann Raymondo to Audit 401(k) Plan
-------------------------------------------------------
Phil's Cake Box Bakeries, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Florida for permission to employ Baumann
Raymondo, a Skoda Minotti CPA Firm, as 401(k) plan audit
accountants nunc pro tunc to Oct. 1, 2012.

Baumann Raymondo will conduct an audit of:

   i) the 401(k) statements of net assets available for benefits
      of the Plan as of Dec. 31, 2011, and

  ii) the related statements of changes in net assets available
      for benefits of that year.

Additionally, Baumann Raymondo will review the supplemental
information accompanying the financial statements, as applicable,
which includes: (i) assets held at the end of the year', (ii)
loans or fixed income obligations, (iii) lease in default or
classified as uncollectible, (iv) reportable transactions, (v)
nonexempt transactions, and (vi) delinquent participant
contributions.

The hourly rates of Baumann Raymondo's personnel are:

         Partners and Principals            $280 - $300
         Managers                           $190 - $280
         Staff/Senior Staff                 $110 ? $165

In accordance with these rates, Baumann Raymondo estimates that it
will cost approximately $7,500 to perform the 2011 audit of the
Plan.  The Debtor has agreed to advance the retainer amount,
subject to reimbursement from the Plan.

To the best of the Debtor's knowledge, Baumann Raymondo is a
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.  The Debtor
tapped Bill Maloney Consulting as chief restructuring advisor.
The Debtor disclosed $12,514,516 in assets and $14,593,951 in
liabilities as of the Chapter 11 filing.


PLY GEM HOLDINGS: Incurs $3.6 Million Net Loss in Third Quarter
---------------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.67 million on $306.19 million of net sales for
the three months ended Sept. 29, 2012, compared with a net loss of
$458,000 on $297.88 million of net sales for the three months
ended Oct. 1, 2011.

The Company reported a net loss of $24.04 million on $852.65
million of net sales for the nine months ended Sept. 29, 2012,
compared with a net loss of $69.28 million on $792.48 million of
net sales for the nine months ended Oct. 1, 2011.

The Company's balance sheet at Sept. 29, 2012, showed $925.31
million in total assets, $1.22 billion in total liabilities and a
$299.31 million total stockholder's deficit.

Gary E. Robinette, President and CEO, said, "I continue to be
pleased with the positive direction of Ply Gem's performance
during the first nine months of 2012 as demonstrated by sales
growth of 7.6% and improved operating earnings and Adjusted
EBITDA.  We also saw improvement in both our third quarter sales
and earnings over the prior year comparable period, which reflect
improving market conditions in the residential new construction
market, partially offset by softness that existed during the
summer months for repair and remodeling products.  Even though the
market environment was better during the first nine months of this
year, we believe the recovery will continue to be slow and choppy
for some time.  As such, Ply Gem will continue to focus on
maintaining a lean overall cost structure while striving to
outperform the market across all of our product categories."

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

                        http://is.gd/x8toFI

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

The Company reported a net loss of $84.50 million in 2011,
compared with net income of $27.66 million in 2010.


                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


POLY SHIELD: Incurs $245,200 Net Loss in Third Quarter
------------------------------------------------------
Poly Shield Technologies Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $245,258 on $(929) of royalty income
for the three months ended Sept. 30, 2012, compared with a net
loss of $20,365 on $5,092 of royalty income for the same period
last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $490,483 on $4,548 of royalty income, compared with a net
loss of $12,117 on $33,332 of royalty income for the same period
of 2011.

The Company said: "All of our revenue was the result of the 6%
royalty under the Royalty Agreement with WebTech.  The decrease
resulted from a decline of WebTech's European operations followed
by the closure of the UK office on Sept. 30, 2012, and from an
over accrual of revenue in the first two quarters of the current
fiscal year.

"Due to WebTech's closure of its UK office and the significant
curtailing of WebTech's European operations, effective Sept. 30,
2012, we do not expect to earn any further revenues from this
royalty agreement.  Future revenues are expected to be dependent
on generating sales of the Shield Products.  However, we do not
currently have any sales or revenue history with respect to the
Shield Products or the fluoropolymer product industry.  As such,
there is no assurance that our business efforts in this area will
prove to be successful."

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $796,807 in total current liabilities, and
stockholders' equity of $332,717.

According to the regulatory filing, as of Sept. 30, 2012, the
Company has not achieved profitable operations and has accumulated
a deficit of $2,007,696.  "Continuation as a going concern is
dependent upon the ability of the Company to obtain the necessary
financing to meet obligations and pay its liabilities arising from
normal business operations when they come due and ultimately upon
its ability to achieve profitable operations.  The outcome of
these matters cannot be predicted with any certainty at this time
and raise substantial doubt that the Company will be able to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/Q5SuDI

Boca Raton, Fla.-based Poly Shield Technologies Inc., was
incorporated in the state of Delaware on March 2, 2000.  The
Company was in the global wireless tracking business in Europe
until Nov. 1, 2004, when it exchanged this business for a royalty
of 6% on future gross sales.  On March 12, 2012, the Company
entered into an agreement to purchase the rights to market the
products of Teak Shield Corp.  Teak Shield has several proprietary
processes for the production of fluoropolymer coatings used to
protect surfaces from corrosion, oxidation and ultraviolet
degradation.  On July 11, 2012, the Company changed its name from
Globetrac Inc. to Poly Shield Technologies Inc. in order to
reflect its new business direction.


PMI GROUP: Authorized to Expand Scope of E&Y Work
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
The PMI Group, Inc.'s second supplemental application expanding
the scope of employment of Ernst & Young LLP as financial
reporting advisor and tax service provider.  EY LLP will provide
audit and financial reporting services related to the State Tax
Services, nunc pro tunc to Sept. 15, 2012.

The Debtor previously obtained approval to employ EY LLP as
financial reporting advisor and tax service provider effective as
of April 14, 2012.

                       About The PMI Group

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

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

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

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

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


POWERWAVE TECHNOLOGIES: Incurs $52.7MM Net Loss in Third Quarter
----------------------------------------------------------------
Powerwave Technologies, Inc., reported a net loss of $52.72
million on $42.12 million of net sales for the three months ended
Sept. 30, 2012, compared with a net loss of $35.08 million on
$77.07 million of net sales for the three months ended Oct. 2,
2011.

Powerwave recorded a net loss of $153.10 million on $127.76
million of net sales for the nine months ended Sept. 30, 2012,
compared with a net loss of $35.03 million on $384.34 million of
net sales for the nine months ended oct. 2, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

At Sept. 30, 2012, Powerwave had total cash and cash equivalents
of $22.3 million, which includes restricted cash of $6.0 million.
Powerwave also had restricted deposits of $5.6 million.  Total net
inventories were $54.7 million, and net accounts receivable were
$62.4 million.

"Although the Company obtained a secured term loan in the third
quarter of 2012, its continued negative cash flow from operations,
declining revenue and cash expenses from restructuring activities
raise substantial doubt about the Company's ability to continue as
a going concern," according the Company's quarterly report for the
period ended Sept. 30, 2012.

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

                        http://is.gd/EqQxE8

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

                       http://is.gd/8yNehC

                    About Powerwave Technologies

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

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


PRA INTERNATIONAL: S&P Puts 'B+' CCR on Watch on Dividend Recap
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit ratings on PRA International and its subsidiary,
Pharmaceutical Research Associates Inc., on CreditWatch with
negative implications. The announcement follows news that PRA is
planning to increase leverage to pay a debt-financed dividend to
sponsor Genstar Capital.

"The CreditWatch placement reflects our belief that the
incremental debt assumed for the dividend may push adjusted
leverage to above 6x for an extended period of time," said
Standard & Poor's credit analyst Shannan Murphy. "Prior to this
announcement, Standard & Poor's expected that leverage would be
about 4.7x at year end. In addition, the dividend payment deviates
from what we previously expected--that PRA would use excess cash
flow to prepay debt, in part to remain in compliance with
financial covenants."

"Before resolving this CreditWatch listing, we intend to review
our expectations regarding PRA's projected leverage levels over
the next year. In addition, our review will focus on the likely
impact of the increased debt burden on PRA's free cash flow, and
our expectations regarding financial policy in the future. We
expect to resolve the CreditWatch concurrently with the issuance
of new debt to finance the transaction, and expect that any
downgrade would be limited to one notch," S&P said.


PREMIER PAVING: Wants to Hire Pinnacle as Real Estate Broker
------------------------------------------------------------
Premier Paving, Inc., asks the Bankruptcy Court to approve an
Exclusive Right to Sell Listing Contract between the Debtor and
Pinnacle Real Estate Advisors, LLC, and to employ Pinnacle as real
estate broker.

The Debtor leases the land on which its plant is located from TKO,
LLC.  The Debtor desires to sell the Plant and TKO desires to sell
the Real Property.  The Plant and the Real Property will be
marketed together, through one broker.

The person at Pinnacle's offices who will be in charge of the
Debtor's account is Justin Krieger.  Pinnacle's offices are
located at 1 Broadway, Suite 300A, Denver, Colorado.

Pursuant to the Contract, Pinnacle will have a listing for the
Property extending through May 30, 2013.  The Broker shall receive
a 4% sale commission based on the gross sales price received for
the Plant and the Real Property, except that the Debtor has been
working with four potential buyers.

Should any of the Already Existing Prospects purchase the Plant or
Real Property within 60 days of Court approval of the engagement,
Pinnacle will receive a commission of 2%.  The Broker is being
provided the 2% commission with respect to the Already Existing
Prospects to recognize that it was the hiring of the Broker that
prompted an Already Existing Prospect to make an offer and/or
proceed to a closing.

Furthermore, the Broker will have incurred expenses with respect
to the marketing of the Plant and Real Property regardless as to
whether there is a closing with the Already Existing Prospects or
another buyer.  The Plant and Real Property will be listed for
$7,000,000, which may be amended from time to time to reflect then
existing market conditions.

The professional services that Broker is to render are:

     a. To assist the Debtor and TKO with the marketing and sale
        of the Plant and Real Property; and

     b. To perform any other services related to the sale of the
        Plant and Real Property which may be necessary.

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

                       About Premier Paving

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

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

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


QUALITY DISTRIBUTION: Reports $8.8 Million Net Income in Q3
-----------------------------------------------------------
Quality Distribution, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $8.86 million on $222.07 million of total operating
revenues for the three months ended Sept. 30, 2012, compared with
net income of $6.18 million on $199.29 million of total operating
revenues for the same period during the prior year.

The Company reported net income of $44.36 million on $626.72
million of total operating revenues for the nine months ended
Sept. 30, 2012, compared with net income of $17.95 million on
$567.20 million of total operating revenues for the same period a
year ago.

The Company reported net income of $23.43 million in 2011,
compared with a net loss of $7.40 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $513.05
million in total assets, $532.79 million in total liabilities and
a $19.74 million total shareholders' deficit.

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

                        http://is.gd/KMn3Pa

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

                        Bankruptcy Warning

In its Form 10-K for 2011, the Company noted that it had
consolidated indebtedness and capital lease obligations, including
current maturities, of $307.1 million as of Dec. 31, 2011.  The
Company must make regular payments under the New ABL Facility and
its capital leases and semi-annual interest payments under its
2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.


QUANTUM CORP: Files Form 10-Q, Incurs $12.3MM Loss in Fiscal Q2
---------------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $12.26 million on $147.34 million of total revenue for the
three months ended Sept. 30, 2012, compared with net income of
$3.56 million on $165.03 million of total revenue for the same
period during the prior year.

For the six months ended Sept. 30, 2012, the Company reported
a net loss of $29.76 million on $288.21 million of total revenue,
compared with a net loss of $1.66 million on $318.57 million of
total revenue for the same period during the prior year.

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

The Company's balance sheet at Sept. 30, 2012, showed $345.76
million in total assets, $413.45 million in total liabilities and
a $67.68 million total stockholders' deficit.

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

                       http://is.gd/YtU7xz

                       About Quantum Corp.

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


QUANTUM CORP: Offering 19.2 Million Common Shares Under Plans
-------------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement registering 19.2
million common shares issuable under the Quantum Corporation 2012
Long-Term Incentive Plan and Quantum Corporation Employee Stock
Purchase Plan.  The proposed maximum aggregate offering price is
$26.49 million.  A copy of the Form S-8 prospectus is available
for free at http://is.gd/EIWaLe

                        About Quantum Corp.

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

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

The Company's balance sheet at Sept. 30, 2012, showed $345.76
million in total assets, $413.45 million in total liabilities and
a $67.68 million total stockholders' deficit.


RENEGADE HOLDINGS: Owes $4.1MM in Disputed Federal Excise Tax
-------------------------------------------------------------
Richard Craver at Winston-Salem Journal reports U.S. District
Court Judge Thomas Schroeder ruled that Renegade Holdings Inc.,
Renegade Tobacco Co. and Alternative Brands Inc. owe at least
$4.1 million in disputed federal excise taxes.

According to the report, the ruling has the potential to force the
liquidation of the Companies by creditors, perhaps as soon as
early 2013.

The report relates the U.S. Justice Department's Alcohol Tobacco
Tax and Trade Bureau said Alternative owed at least $4.14 million
in excise tax liabilities as of Sept. 30, which does not include
potential penalties and interest.  The National Association of
Attorneys General has similar concerns, saying the amount could be
more than $4.5 million.

The report notes the federal agency and the association said
Alternative has not paid all of the federal excise tax applicable
to large filtered cigars.

The report relates the Companies' bankruptcy trustee, Peter
Tourtellot, had filed motions saying no escrow or reserve is
warranted, and that Alternative is owed a $237,162 tax credit.

The Winston-Salem Journal relates Judge Schroeder ruled that
tobacco-buyout taxes are not deductible from the selling price of
the filtered cigars, which means they must be included when
factoring the amount of federal-excise tax owed.  The report notes
attorneys representing Renegade and the association said at a
recent bankruptcy hearing that requiring the Companies to pay the
excise tax immediately upon an unfavorable ruling could force them
into Chapter 7 and liquidation.  "If we lose on the taxes, we
would like to speak with the TTB about restructuring potential
payments, something they haven't been inclined to do," the report
quotes John Northen, an attorney representing Renegade, as saying.

The report says a hearing had been set for Nov. 14, 2012, in U.S.
Bankruptcy Court to address the excise-tax liability issue and a
reorganization plan from Mr. Tourtellot that, if approved, could
allow the Companies to exit bankruptcy.

The report adds, since Judge Schroeder's ruling, Mr. Tourtellot
has requested that the hearing be postponed until Dec. 19 to give
him "additional time to discuss the implications of the order with
counsel and the TTB."  Mr. Tourtellot also sent a letter on behalf
of Alternative to customers and industry officials informing them
of the ruling, saying it has implications beyond Alternative to
other large filtered cigar manufacturers.

The report relates the goal has been for Renegade to exit
bankruptcy in early 2013, focusing primarily on filtered cigars,
including international contract sales, and taking its discount
brands national.  At that time, it would be branded as Alternative
Brands.

According to the report, a disclosure of Mr. Tourtellot's plan for
paying the Companies' financial obligations includes pooling at
least $15 million into a liquidation trust and resolving legal
responsibilities, including ousting Calvin Phelps as their owner.

The report adds the reorganization plan would allow the Companies
to continue operations after exiting bankruptcy and for their
financial obligations to be paid within four years of their exit.
The plan would keep control of the Companies initially in Mr.
Tourtellot's hands rather than selling the companies to a third
party, which the association prefers.  There would be new equity
created for the Companies that Mr. Tourtellot would control until
the equity is sold to investors or distributed to key company
managers, or both.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


ROSE COURT: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Rose Court, LLC
        2030 Admiral Place
        San Jose, CA 95133

Bankruptcy Case No.: 12-58012

Chapter 11 Petition Date: November 6, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Vince D. Nguyen, Esq.
                  NEWTON LAW GROUP
                  1275 S. Winchester Blvd #E
                  San Jose, CA 95128
                  Tel: (408) 828-8078
                  E-mail: vincen@newtonlawgroup.com

Scheduled Assets: $1,759,800

Scheduled Liabilities: $3,009,800

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Jaideep Tandon            Rental security        $9,800
15520 Quito Rd.           deposit
Monte Sereno, CA 95030

The petition was signed by Teri H. Nguyen, managing member.


RTO VENTURES: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: RTO Ventures, LLC
        2314 Rt. 59 #199
        Plainfield, IL 60586

Bankruptcy Case No.: 12-44157

Chapter 11 Petition Date: November 6, 2012

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

Judge: Timothy A. Barnes

Debtor's Counsel: David P. Lloyd, Esq.
                  DAVID P. LLOYD, LTD.
                  615B S. LaGrange Rd.
                  LaGrange, IL 60525
                  Tel: (708) 937-1264
                  Fax: (708) 937-1265
                  E-mail: courtdocs@davidlloydlaw.com

Scheduled Assets: $1,163,744

Scheduled Liabilities: $2,286,350

A copy of the Company's list of its three unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-44157.pdf

The petition was signed by Gordon Drafke, manager.


SAFARI ENTERPRISES: Case Summary & 8 Unsecured Creditors
--------------------------------------------------------
Debtor: Safari Enterprises, Inc.
        6375 Regency Parkway, Suite 710
        Norcross, GA 30071

Bankruptcy Case No.: 12-78033

Chapter 11 Petition Date: November 6, 2012

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

Judge: James Massey

Debtor's Counsel: Richard E. Thomasson, Esq.
                  THOMASSON LAW FIRM, LLC
                  Suite 100
                  362 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 743-7453
                  E-mail: ret@thomassonlawfirm.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its eight unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb12-78033.pdf

The petition was signed by Michael Safari, CEO.


SAGAMORE HOTEL: Developer Sues LNR to Stop Foreclosure
------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Miami Beach developer Martin Taplin went to trial this week in his
attempt to halt a $35 million foreclosure on his Sagamore Hotel by
a subsidiary of LNR Partners.

According to the report, Mr. Taplin has leveled serious
allegations of fraud against LNR Partners, which, if proven, could
have a broader impact on LNR.  The Sagamore lawsuit includes the
allegation that LNR's "defective practices in foreclosure
processing is widespread, documented and beyond dispute" and that
"Sagamore is not the lone victim of LNR's scheme to inflate its
own fees while destroying the value of real estate."


SAN JUAN CABLE: Moody's Hikes Corp. Family Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of San Juan Cable LLC (OneLink) to
B2 from B3 following the close of the previously announced
acquisition by Liberty Global, Inc. (LGI, Ba3, Stable) and
Searchlight Capital Partners (Searchlight). LGI and Searchlight
merged OneLink into Liberty Cablevision of Puerto Rico, LLC
(LCPR),with LGI owning 60% and Searchlight, 40%. San Juan Cable,
LLC, is the surviving entity, and Moody's withdrew all ratings on
LCPR, including its B2 corporate family rating. Moody's also
upgraded OneLink's first lien credit facility to B1 from B2 and
its second lien term loan to Caa1 from Caa2.

The upgrades incorporate the improved credit and operating profile
of OneLink following the transaction.

The outlook is now stable, and a summary of the actions follows.

San Juan Cable, LLC

     Probability of Default Rating, Upgraded to B2 from B3

     Corporate Family Rating, Upgraded to B2 from B3

     First Lien Credit Facility, Upgraded to B1 (LGD3, 39%) from
     B2 (LGD3, 34%)

     Second Lien Credit Facility, Upgraded to Caa1 (LGD6, 90%)
     from Caa2 (LGD5, 87%)

     Outlook, Changed To Stable From Rating Under Review

Liberty Cablevision of Puerto Rico, Ltd.

     Probability of Default Rating, Withdrawn, previously rated B2

     Corporate Family Rating, Withdrawn, previously rated B2

     Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B1, LGD3, 39%

Ratings Rationale

The $100 million all cash, all common equity contribution from
Searchlight and the lower leverage of LCPR improves the credit
profile of OneLink, with expectations for leverage in the low 6
times debt-to-EBITDA range, compared to over 7 times for OneLink
on a standalone basis as of June. Furthermore, the combined entity
benefits from greater scale and both cost and revenue synergies.
Moody's also views the LGI ownership as a credit positive given
its strategic interest in the company, scale, and experience in
integrating acquisitions, compared to OneLink's prior ownership by
private equity sponsors MidOcean Partners and CrestView Partners.

San Juan Cable, LLC, is the borrowing entity, and LCPR's existing
first lien term loan has been converted to an additional term
facility under the San Juan Cable, LLC credit agreement, ranking
pari passu with existing San Juan Cable, LLC, first lien debt. The
$10 million LCPR revolver has been terminated, with the existing
$25 million San Juan Cable, LLC, remaining in place.

Expectations for high leverage and limited free cash flow,
combined with geographic concentration, lack of scale, and
execution risk position OneLink weakly within its B2 corporate
family rating. Furthermore, its penetration trends lag behind
rated US cable peers, and competition will likely intensify.
However, the 60% ownership by LGI somewhat mitigates the concern
over scale, and Moody's expects the company to benefit from LGI's
experience in integrating acquisitions. The combination of the two
entities should yield both revenue and cost synergies and enhance
the competitive position.

The stable outlook incorporates expectations for leverage to fall
below 6 times debt-to-EBITDA in 2013 and for the company to
generate at best neutral, or potentially modestly negative, free
cash flow, due to investments in the network and costs to achieve
synergies before realization of benefits of the merger. The stable
outlook assumes improvement in both leverage and free cash flow in
2014, as well as maintenance of adequate liquidity.

Execution risk, geographic concentration, lack of scale and weak
credit metrics constrain upward momentum. An upgrade is highly
unlikely absent a transformative event that improved the company's
operating profile, or an unexpected improvement in the credit
profile such that Moody's expected sustained leverage around 4
times debt-to-EBITDA and free cash flow to debt sustained in the
high single digits. An upgrade would also require expectations for
maintenance of good liquidity.

Inability to lower leverage or expectations for negative free cash
flow in 2014 could warrant a downgrade. Deterioration of the
liquidity profile could also have negative ratings implications.

The combined entity, 60% owned by LGI and 40% by Searchlight, will
pass approximately 700,000 homes in Puerto Rico and have annual
revenue of about $300 million.

The principal methodology used in rating San Juan Cable, LLC was
the Global Cable Television Industry Methodology published in July
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.

San Juan Cable, LLC (OneLink) provides television, high speed data
and telephone services to residential and commercial customers in
the greater San Juan area. Its revenue for the twelve months ended
June 30 was approximately $182 million. San Juan Cable LLC was
previously owned primarily by MidOcean Partners and Crestview
Partners.

Liberty Cablevision of Puerto Rico, LLC (LCPR) provides video,
voice, and internet access services to commercial and residential
customers in Puerto Rico. The company reported revenue of $119
million for the twelve months end June 30.

Liberty Global, Inc. (LGI) is an international communications
provider of video, broadband, internet and telephony services,
with consolidated broadband communications and/or direct-to-home
satellite operations in 13 countries; primary operations are
located across Europe and Chile. LGI had 20 million customers as
of September 30.


SAVOY GROUP: Case Summary & 19 Unsecured Creditors
--------------------------------------------------
Debtor: Savoy Group LLC
        dba Melting Pot of Toledo
        fdba Savoy Management
        dba Melting Pot
        fdba Harvest Hospitality
        4913 Dorr Street
        Toledo, OH 43615

Bankruptcy Case No.: 12-35045

Chapter 11 Petition Date: November 6, 2012

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Steven L. Diller, Esq.
                  DILLER AND RICE, LLC
                  124 E Main St
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  E-mail: steven@drlawllc.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ohnb12-35045.pdf

The petition was signed by Nicole D. Duhart, president.


SEALED AIR: Moody's Assigns 'Ba1' Rating to New Term Loans
----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the Sealed Air
Corp.'s new term loans. Other ratings remain unchanged and the
ratings outlook remains stable. Moody's assigned a Ba1 rating to
the proposed $575 million Term Loan B and Euro 175 million Term
Loan B. The proceeds of the transaction and cash on hand will be
used to refinance the existing $790 million Term Loan B and Euro
300 Term Loan B. Moody's also assigned a Ba1 to the proposed USD
equivalent of $80 million JPY Term Loan A. The proceeds of the
term loan and cash on hand will be used to refinance the existing
USD equivalent $121 million JPY Term Loan A. Along with the
refinancing, Sealed Air is also seeking to amend its maximum total
net leverage financial covenant.

Moody's took the following rating action:

Sealed Air Corp.

- Assigned Ba1 (LGD2- 17%) to US $575 million Senior Secured Term
   Loan B due 10/3/2018

Diversey Co., Ltd. (Japan)

- Assigned Ba1 (LGD 2-17%) to $80 million USD equivalent JPY Term
   Loan A due 10/3/2016

Sealed Air B.V.

- Assigned Ba1 (LGD 2-17%) to EUR 175 million Senior Secured Term
   Loan B due 10/3/2018

The following ratings remain unchanged:

Sealed Air Corp.

  Corporate Family Rating, Ba3

  Probability of Default Rating, Ba3

  US$500 million Senior Secured Revolving Credit Facility due
  10/3/2016, Ba1 (LGD 2-17% from 21%)

  US$200 million Senior Secured Multi Curr. Rev. Credit Facility
  due 10/3/2016, Ba1 (LGD 2-17% from 21%)

  US$794.6 million Senior Secured Term Loan A due 10/03/2016, Ba1
  (LGD 2-17% from 21%)

  JPY11,454 (US$142.23) million Senior Secured Term Loan A due
  10/3/2016, Ba1 (LGD 2-21%) (To be withdrawn after transaction
  closes)

  CAD82.7 (US$83) million Senior Secured Term Loan A due
  10/3/2016, Ba1 (LGD 2-17% from 21%)

  US$790 million Senior Secured Term Loan B due 10/03/2018, Ba1
  (LGD 2-21%) (To be withdrawn after transaction closes)

  US$400 million 5.625% Senior Unsecured Global Notes due
  07/15/2013, B1 (LGD 5-72% from 76%)

  US$400 million 7.875% Gtd. Global Unsecured Notes due
  06/15/2017, B1 (LGD 5-72% from 76%)

  US$750 million 8.125% Senior Global Unsecured Notes due
  09/15/2019, B1 (LGD 5-72% from 76%)

  US$750 million 8.375% Senior Global Unsecured Notes due
  09/15/2021, B1 (LGD 5-72% from 76%)

  US$450 million 6.875% Senior Global Unsecured Notes due
  07/15/2033, B1 (LGD 5-72% from 76%)

  The rating outlook is stable.

Sealed Air B.V. and Diversey Europe B.V.

  EUR55.8 (US$71.65) million Senior Secured Term Loan A due
  10/03/2016, Ba1 (LGD 2-17% from 21%)

  EUR300 (US$385.35) million Senior Secured Term Loan B due
  10/03/2018, Ba1 (LGD 2-21%) (To be withdrawn after transaction
  closes)

The ratings are subject to the receipt and review of thee final
documentation and the timely refinancing of near-term maturities.

Ratings Rationale

The Ba3 corporate family rating reflects the company's scale (as
measured by revenue), wide geographic exposure and low customer
concentration of sales. Sealed Air has a track record of
successful innovation and continues to invest in R&D. The company
is also an industry leader in certain segments. The company's
customer base is highly diverse, with no single customer
representing more than 5% of its 2010 net sales. Sealed Air has
maintained long-term relationships with many of its top customers
and has a significant base of equipment installed on the
customers' premises. Approximately 50% of sales are from food and
food processing related end markets. The company also has
sufficient liquidity.

The rating is restrained by weakness in certain credit metrics, a
disparate product line and the concentration of sales in cyclical
and event risk prone segments. The rating is also restrained by
the significant competition in the fragmented market, some
commoditized products, the mixed contract and cost pass through
position, and uncertainty of the timing of the asbestos related
liability and related tax refunds.. Despite an overlap in
customers and distribution channels, Diversey's product line is
substantially different from Sealed Air's. Sealed Air has a
significant exposure to cyclical and event risk prone end markets
(protective packaging and meat). All of the company's segments
operate in competitive and fragmented markets and will need to
continue to develop new products and innovate in order to maintain
their competitive advantage as many innovations eventually may be
copied.

The rating outlook is stable. The stable outlook is predicated
upon the maintenance of a sufficient cash balance to cover a
significant portion of the asbestos-related liability, timely
integration of the Diversey acquisition and management's stated
commitment to dedicate free cash flow to debt reduction over the
intermediate term. The stable outlook is also predicated upon the
maintenance of strong liquidity and stability in the competitive
and operating environment.

The ratings could be downgraded if there is deterioration in
credit metrics or the operating and competitive environment.
Sealed Air will also need to maintain adequate liquidity including
sufficient cash on hand to cover a significant portion the
asbestos related liability and daily cash needs, sufficient
availability under the revolver, and adequate cushion under
financial covenants. Specifically, the rating could be downgraded
if debt to EBITDA remains above 5.3 times, EBIT interest coverage
declines below 2.0 times, free cash flow to debt declines below
the mid-single digits, and/or the EBIT margin declines below 10%.

The ratings could be upgraded if Sealed Air sustainably improves
credit metrics within the context of a stable operating and
competitive environment. Sealed Air will also need to maintain
adequate liquidity including sufficient cash on hand to cover
daily cash needs and a significant protion of the asbestos related
liability, sufficient availability under the revolver, and
adequate cushion under financial covenants. Specifically, the
ratings could be upgraded if debt to EBITDA declines below 4.6
times (including the asbestos related liability), EBIT interest
coverage rises above 3.0 times, free cash flow to debt increases
above 8%, and/or the EBIT margin rises above 12.5%.

The principal methodology used in rating Sealed Air Corp. was the
Global Packaging Manufacturers: Metal, Glass, and Plastic
Containers Industry Methodology published in June 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.


SHEARER'S FOODS: S&P Ups Corp. Credit Rating to 'B' on Refinancing
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Masillon, Ohio-based Shearer's Foods to 'B' from 'CCC+'.

At the same time, the 'B' issue level ratings on the company's
$210 million senior secured notes due 2019 remain unchanged after
being upsized to $235 million.  S&P is also withdrawing the
ratings on the company's existing $119 million senior secured term
loan and $20 million revolving credit facility upon their
repayment following the close of the company's new $235 million
senior notes and $50 million asset-based revolving facility (ABL;
not rated). Proceeds from the note issuance, along with
approximately $149 million in preferred stock and $3 million in
common stock, were used to fund the purchase of the company, repay
about $169 million of existing debt, fund about $21.6 million in
operating lease buyouts, and pay for fees and expenses.

"The outlook is stable. We estimate following this transaction
about $451 million in adjusted debt will be outstanding (including
$149 million in preferred stock). The upgrade primarily reflects
Shearer's modestly improved operating performance and improved
liquidity profile following its recapitalization and purchase by
WPP and OTPP," said Standard & Poor's credit analyst Bea Chiem.
"Although we recognize that the preferred stock provides the
company with some financial flexibility, such as no mandatory
redemption or cash dividends, we treat the preferred units as 100%
debt in our financial ratios based on our belief that the
preferred units are unlikely to become a permanent part of the
company's capital structure given the incentives and motivations
of the preferred shareholders to seek a return on their
investment," added Ms. Chiem.

S&P expects Shearer's credit metrics will continue to remain near
pro forma 2012 levels in fiscal 2013 and will modestly improve as
EBITDA grows thereafter.  S&P's forecast assumptions include:

-- Mid to high single digit revenue growth in 2013 driven by
    volume increases for existing customers in most product lines;

-- The company's EBITDA margin will remain in the high single to
    low double digits, reflecting slightly lower commodity costs
    and improved operating efficiencies and scale, with cost-
    reduction actions taken and improved volumes and some lease
    expense savings associated with some operating lease buyouts;

-- Capital expenditures that will be roughly $23 million, $14
    million of which are expected to support growth plans.  As a
    result of the company's continued growth in investments, S&P
    estimates that free operating cash flow will be modestly
    negative for fiscal 2013 but positive by 2014 after the
    company decreases its growth capital expenditures.

-- No debt reduction given the company's lack of debt
    amortization in its capital structure; and

-- No discretionary dividends to shareholders.


SIGNATURE STATION: Hires Howick Westfall as Attorneys
-----------------------------------------------------
Signature Station, LP, asks the U.S. Bankruptcy Court for
permission to employ Howick, Westfall, McBryan & Kaplan as
attorneys.

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

The hourly rate for attorneys and other professionals expected to
be involved in representing the Debtor are:

      Professional                   Rates
      ------------                   -----
      Partners                   $225 to $450
      Associates                 $150 to $270
      Paralegal                   $75 to $150

Signature Station filed a Chapter 11 petition (Bankr. N.D. Ga.
Case No. 12-75646) in Atlanta on Oct. 11, 2012.  The Debtor is a
Single Asset Real Estate as defined in 11 U.S. Sec. 101(51B).  The
Debtor estimated $10 million to $50 million in total assets and
liabilities.  The Debtor said that as of March 6, 2012, its
property was appraised for $18.8 million.

Bankruptcy Judge Margaret Murphy presides over the case.  Howick,
Westfall, McBryan & Kaplan, LLP, serves as counsel.


SL GREEN: Fitch Rates $200-Mil. Senior Notes Due 2022 'BB+'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the $200 million
4.5% senior notes due 2022 issued collectively by SL Green Realty
Corp., SL Green Operating Partnership, L.P. and Reckson Operating
Partnership L.P. (collectively SLG).  SLG expects to use the net
proceeds from the offering for general corporate purposes
including new investments, purchasing existing indebtedness of the
company or the repayment of indebtedness.  Fitch currently rates
SLG and its subsidiaries as follows:

SL Green Realty Corp.

  -- Issuer Default Rating (IDR) 'BB+';
  -- Perpetual preferred stock 'BB-'.

SL Green Operating Partnership, L.P.

  -- IDR 'BB+';
  -- Unsecured revolving credit facility 'BB+';
  -- Exchangeable senior notes 'BB+';
  -- Junior subordinated notes 'BB'.

Reckson Operating Partnership, L.P.

  -- IDR 'BB+';
  -- Senior unsecured notes 'BB+';
  -- Exchangeable senior debentures 'BB+'.

The Rating Outlook is Stable.

The ratings reflect SLG's credit strengths, including its
manageable lease maturity and debt expiration schedules, granular
tenant base, solid contingent liquidity in the form of
unencumbered assets and the company's maintenance of leverage
appropriate for the rating category.

These positive rating elements are balanced by a low fixed charge
coverage ratio and broader concerns regarding the midtown
Manhattan leasing environment, which remains somewhat dependent on
the growth of large financial institutions and supporting
industries such as law and accounting firms.

SLG's leverage, while high, remains consistent with a 'BB+' IDR
given the good location and quality of the company's assets.  The
company's net debt to trailing 12 months (TTM) ended Sept. 30,
2012 recurring operating EBITDA was 8.6x, down from 8.8x and 9.2x
as of Dec. 31, 2011 and 2010, respectively.  Fitch expects
leverage will remain in the low- to mid-8.0x range over the next
two years, a level that would remain appropriate for the 'BB+'
IDR.

Leverage had been negatively affected in recent periods by the
company's acquisition of assets with vacancy, with the strategy of
incurring capital expenditures to improve the quality of the space
in order to generate higher rents.  As a result of SLG leasing up
of this space, leverage has declined.

SLG's fixed-charge coverage ratio was 1.4x for the 12 months ended
Sept. 30, 2012, consistent with 1.4x for the year ended 2011, and
down from 1.6x in 2010.  Coverage is slightly low for the rating
Elevated recurring capital expenditures have negatively impacted
fixed-charge coverage.  Fitch defines fixed-charge coverage as
recurring operating EBITDA less recurring capital expenditures and
straight-line rents, divided by interest incurred and preferred
stock distributions.  Fitch expects that coverage will remain in
the mid-1 .0x's, a level that would remain appropriate for the
'BB+' IDR.

The company's portfolio benefits from tenant diversification, with
the top 10 tenants representing only 30% of SLG's share of
annualized cash rents. SLG's two largest tenants, Viacom
International, Inc. (IDR of 'BBB+' by Fitch with a Stable Outlook)
and Citigroup, N.A. (IDR of 'A' with a Stable Outlook by Fitch),
collectively represent 13.4% of SLG's share of annualized cash
rents.

The company has a manageable lease expiration schedule with only
29% of consolidated Manhattan rents expiring through 2016.
Approximately 55% of SLG's consolidated suburban property rents
expire through 2016, although the suburban portfolio represents
only 9% of cash rent.

Further supporting the ratings is the company's manageable debt
maturity schedule; less than 9% of pro-forma debt matures annually
through 2015.

The ratings are further supported by SLG's unencumbered asset
coverage of unsecured debt, which gives the company a source of
contingent liquidity which increases financial flexibility.
Consolidated unencumbered asset coverage of net unsecured debt
(calculated as annualized first-half 2012 unencumbered property
net operating income divided by a 7% capitalization rate) results
in coverage of 2.3x.  This ratio is strong for the current rating,
particularly given that Midtown Manhattan assets are highly sought
after by secured lenders and foreign investors, resulting in
stronger contingent liquidity relative to many other asset
classes.

The ratings also point to the strength of SLG's management team,
and its ability to maintain occupancy and liquidity throughout the
downturn.  Further, the company's high degree of knowledge of the
midtown Manhattan office market is a competitive advantage with
regard to acquisition and structured finance opportunities.

In addition, the company's ratios under its unsecured credit
facilities' financial covenants do not hinder its financial
flexibility.

Offsetting these strengths are Fitch's concerns regarding the
uncertain midtown Manhattan leasing environment.  The New York
City office leasing environment has moderated over the last year,
and SLG continues to incur significant costs in the form of tenant
improvements and leasing commissions as tenant inducements, which
continue to place pressure on the company's fixed charge coverage.

In addition, a downturn in space demands from the financial
services industry, which accounts for 36% of SLG's share of base
rental revenue, may result in reduced cash flows or values of
SLG's properties.

The Stable Rating Outlook is driven in part by SLG's solid
liquidity profile. For the period from Oct. 1, 2012 to Dec. 31,
2014, the company's liquidity coverage is 1.2x.  Fitch defines
liquidity coverage as cash, availability under the company's
unsecured revolving facility and Fitch's expectation of retained
cash flows from operating activities after dividends and
distributions divided by uses of liquidity pro rata debt
maturities and Fitch's expectation of recurring capital
expenditures.

This stressed liquidity analysis assumes that SLG raises no
external capital to repay obligations.  However, SLG has
demonstrated healthy access to a variety of capital sources over
time. If secured debt was refinanced at 80% of maturing balances,
liquidity coverage would improve to 2.9x.  The company's liquidity
is also strengthened by its conservative common dividend policy,
which enables SLG to retain substantial operating cash flow.

The following factors may result in positive momentum in the
ratings and/or Rating Outlook:

  -- Fitch's expectation of leverage sustaining below 7.5x for
     several quarters (leverage was 8.6x as of Sept. 30, 2012);

  -- Fitch's expectation of fixed charge coverage sustaining above
     1.8x for several quarters (coverage was 1.4x for the TTM
     ended Sept. 30, 2012).

The following factors may result in negative momentum in the
ratings and/or Rating Outlook:

  -- Leverage sustaining above 8.5x for several quarters;

  -- Fixed charge coverage sustaining below 1.5x for several
     quarters;

  -- A liquidity shortfall (base case liquidity coverage was 1.2x
     for the period from Oct. 1, 2012 to Dec. 31, 2014).


STRATA TITLE: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Strata Title, LLC
        230 West 5th Street
        Tempe, AZ 85281

Bankruptcy Case No.: 12-24242

Chapter 11 Petition Date: November 6, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Ronald J. Ellett, Esq.
                  ELLETT LAW OFFICES, P.C.
                  2999 North 44th Street
                  Suite 330
                  Phoenix, AZ 85018
                  Tel: (602) 235-9510
                  Fax: (602) 235-9098
                  E-mail: rjellett@ellettlaw.phxcoxmail.com

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

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

A copy of the Company's list of its two largest unsecured
creditors is available for free at
http://bankrupt.com/misc/azb12-24242.pdf

The petition was signed by John Lupypciw, managing member.


THERAKOS INC: Moody's Assigns 'B3' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and Probability of Default Rating to Therakos, Inc. Concurrently,
Moody's assigned a B2 rating to the proposed senior secured first
lien credit facility that includes a $210 million term loan and a
$35 million revolver. Moody's also assigned a Caa2 to the proposed
$80 million senior secured second lien term loan. Proceeds of the
term loans, along with new equity, will be used to finance The
Gores Group's purchase of Therakos, which is currently part of
Johnson & Johnson's Ortho Clinical Diagnostics subsidiary. The
outlook for the ratings is stable. This is the first time Moody's
has rated Therakos.

Ratings Assigned to Therakos, Inc.:

  Corporate Family Rating, B3

  Probability of Default Rating, B3

  $35 million senior secured first lien revolver due 2017 (B2,
  LGD3, 36%)

  $210 million senior secured first lien term loan due 2019 (B2,
  LGD3, 36%)

  $80 million senior secured second lien term loan due 2020 (Caa2,
  LGD5, 89%)

The rating actions are subject to the conclusion of the
transaction, as proposed, and Moody's review of final
documentation.

Ratings Rationale

Therakos' B3 Corporate Family Rating is constrained primarily by
the company's small size and singular focus on a niche medical
therapy, extracorporeal photopheresis (ECP), to treat rare immune
system conditions. The ratings also reflect the considerable
financial leverage being assumed in connection with its sale to
Gores as well as risks associated with becoming a stand-alone
company. The rating is also constrained by the fact that the
company generates a high percentage of revenues from indications
that are not approved by the FDA (the company cannot legally
market for "off-label" indications), and the potential for longer
term competitive threats from new drug or cell therapies, or
changes in clinical protocols. These factors are offset by
Therakos' leadership in the niche, but growing, ECP market, its
good diversity by customer and geography and high regulatory
hurdles for new competitors. The rating is also supported by the
company's razor/razor blade model which results in a highly
recurring revenue stream, its meaningful installed base in
academic medical centers and its strong profitability margins.
Further, Moody's expects the company should generate good free
cash flow excluding one-time costs associated with becoming a
stand-alone company.

The ratings could be upgraded if Therakos increases its scale and
product diversity. Further, if Therakos successfully transitions
to a stand-alone company with minimal operating disruption and
reduces debt to EBITDA to below 5.0 times while generating free
cash flow to debt of above 5% Moody's could upgrade the ratings.
An upgrade could also be supported by positive results from the
company's clinical trials for first-line treatment of Graft-
versus-Host Disease("GvHD").

Moody's could downgrade the ratings if any new technologies to
treat or prevent Cutaneous T-Cell Lymphoma ("CTCL") or GvHD are
expected to materially reduce demand for ECP. Significant
disruption or weakened liquidity as a result of the transition to
a stand-alone company could also lead to a downgrade. If Moody's
expects financial leverage to be sustained above 6.0 times or free
cash flow to debt (excluding one-time items) to be negative on an
on-going basis, Moody's could downgrade the ratings.

The principal methodology used in rating Therakos was the Global
Medical Products & Device 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.

Therakos, headquartered in Raritan, NJ, develops, markets and
sells an integrated drug and device system for extracorporeal
photopheresis ("ECP"), a therapy used to treat orphan disease
states arising from immune system imbalances. The therapy is
approved by the FDA for treatment of CTCL, a cancer of the immune
system. The company sells instruments and disposable kits
primarily to hospitals, academic centers and blood banks. Therakos
has been part of Johnson & Johnson since 1986 and is now being
sold to The Gores Group. For the twelve months ended September 30,
2012, Therakos generated revenues of over $125 million.


TRIBUNE CO: Wins Court Approval to Obtain Exit Financing
--------------------------------------------------------
Tribune Co. and its affiliated debtors received the go-signal from
Judge Kevin Carey of the U.S. Bankruptcy Court in the District of
Delaware to get loans from Bank of America N.A. and other lenders
to finance their exit from bankruptcy protection.

The loan consists of a senior secured asset-based revolving credit
facility of up to $300 million, and a senior secured term loan
facility of up to $1.1 billion.

The $300 million loan will be provided by BofA and a group of
lenders to finance Tribune's operations after the effectiveness
of its restructuring plan.  The $1.1 billion loan will be
provided by a syndicate of banks and financial institutions
arranged by a group led by J.P. Morgan, and will be used to fund
cash distributions to creditors.

In connection with the financing, Judge Carey also authorized the
company to pay certain fees and expenses and furnish indemnities
as allowed administrative expenses.

On July 23, 2012, the Bankruptcy Court confirmed Tribune's
restructuring plan, which contemplates that the Company may, in
its discretion, enter into a post-effective date facility.  The
Plan was jointly proposed by the Company, the Official Committee
of Unsecured Creditors, Oaktree Capital Management L.P., Angelo,
Gordon & Co. L.P., and JPMorgan Chase Bank N.A.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Wants Deadline to Remove Actions Moved to Jan. 31
-------------------------------------------------------------
Tribune Company and its affiliated debtors asked the U.S.
Bankruptcy Court in the District of Delaware for additional time
to file notices of removal of claims or causes of action.

The company wants the deadline for filing the notices extended to
January 31, 2013, or 10 business days after the effective date of
its plan of reorganization.

The request, if approved by the bankruptcy court, would give
Tribune more time to decide whether to remove pre-bankruptcy
litigation matters, according to the company's lawyer, J. Kate
Stickles, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Wilmington, Delaware.

Tribune and its affiliated debtors continue to address many
litigation-related claims against their estates "in the hope of
resolving many of those matters as quickly as practicable," the
lawyer further said.

A court hearing is scheduled for December 12.  Objections are due
by November 19.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Court Approves More Work for Ernst & Young
------------------------------------------------------
Tribune Co. obtained a court order allowing Ernst & Young LLP to
provide additional services to the company.  The new services to
be provided by the firm include services concerning the tax
amnesty or voluntary disclosure programs for Tribune Technology,
a division of the company.  Ernst & Young will also assist other
divisions of Tribune in case they decide to enter into those
programs.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


VALLEY FURNITURE: Shuts Down After Failed Reorganization Attempt
----------------------------------------------------------------
Jessica Dyer at ABQJournal reports that Valley Furniture Warehouse
has closed after a failed reorganization attempt.

According to the report, company owner Scott Mitchell confirmed
the closure last week, citing the rocky economy and an inability
to continue business after filing for Chapter 11 bankruptcy in
June 2010.

According to the report, Mr. Mitchell said the reorganization plan
"worked pretty good for a while, but over the summer things really
tailed off.  We tried doing a lot of TV advertising and that
didn't work."  Mr. Mitchell added he expected the case to shift to
Chapter 7.

The report adds the 2010 bankruptcy filing listed more than
$1.15 million in debt including more than $121,000 to New Mexico
Taxation and Revenue.  A department spokesman said he could not
say how much the company owed.

The report relates the store, located at 5000 Pan American Freeway
NE, closed last week, and Mr. Mitchell said he no longer has
access to the building or to the remaining inventory that is still
clearly visible through the front windows.


VITRO SAB: Bondholders' Victories Not Reflected in Debt Pricing
---------------------------------------------------------------
Brendan Case and Jose Enrique Arrioja at Bloomberg News report
that the bond market is showing no confidence that billionaire
Paul Singer can parlay his legal victories versus Argentina into a
bigger payout on the defaulted debt of Vitro SAB, Mexico's biggest
glassmaker.

According to the report, Vitro's bonds trade at about 53 cents on
the dollar, less than the restructuring offer approved by a
Mexican court in February, according to BCP Securities LLC.
Singer's Elliott Management Corp., which owns some of the Vitro
defaulted debt among the $21 billion that the hedge fund oversees,
rejected the deal and is seeking to be repaid in full after a U.S.
court declined to enforce the settlement in June.

The report relates that while Mr. Singer's efforts in U.S. courts
to compel the Argentine government to repay holders from the
country's 2001 default has caused its defaulted debt to rally in
the past month, JPMorgan Chase & Co. says Vitro can resist its
creditors' demands even if it loses its appeal because it has few
assets in the U.S. that can be seized.  Vitro's bondholders have
sought to block the restructuring because the company used
intercompany debt to become the biggest creditor in the settlement
of about $1.2 billion in defaulted bonds.

"The market price does not reflect at all any optimism that
holdouts will be paid par plus accrued, or indeed any deal better
than that offered by Vitro," Jim Harper, director of corporate
research at BCP Securities, said in a telephone interview from
Greenwich, Connecticut.  The defaulted notes "would be trading
much higher if people thought there was a likely scenario whereby
Vitro would offer some kind of a sweetened deal in order to get
rid of the problem."

Defaulted Argentine notes climbed 7 cents to 25 cents on the
dollar through Nov. 7 since a U.S. court ruled Oct. 26 it must
treat all bondholders, including Elliott, equally.  The ruling
came almost four weeks after Elliott Management's NML Capital Fund
won a court order to detain an Argentine navy vessel in Ghana as
part of its effort to gain repayment on the defaulted securities.

About $6.6 billion of Argentine debt from the nation's record $95
billion default is held by creditors who rejected offers to swap
the notes at about 30 cents on the dollar and want to be repaid in
full.

On June 13, U.S. Bankruptcy Judge Harlin DeWayne Hale in Dallas
denied Vitro's request to enforce the bankruptcy plan approved by
a Mexican court, saying that the proposed settlement was
"manifestly contrary" to U.S. public policy.  Vitro appealed the
June ruling and appeals court judges in New Orleans heard oral
arguments in early October.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.


WAUPACA FOUNDRY: S&P Keeps 'BB-' Rating on $225MM Downsized Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB-' issue-level
rating and '2' recovery rating on Waupaca, Wis.-based casting
supplier Waupaca Foundry Inc.'s term loan are unchanged. The
company downsized its term loan B to $225 million from $260
million and also benefitted from improved pricing.  The '2'
recovery rating indicates S&P's expectation that lenders would
receive substantial (70% to 90%) recovery in the event of a
payment default.

The corporate credit rating on Waupaca is 'B+' and the rating
outlook is stable.

"The ratings reflect what we consider to be Waupaca's 'weak'
business risk profile and 'aggressive' financial risk profile. Our
business risk assessment reflects the company's exposure to
cyclical auto production levels, the fragmented nature of the
castings industry, and Waupaca's reported leading share in its end
markets," S&P said.

"We base our financial risk assessment on our expectations for
sustained positive free cash flow generation over the next two
years, tempered by the potential for volatility in the face of
high operating leverage in a cyclical sector and the company's
private-equity ownership," S&P said.

"Following the amendment, we estimate leverage to decline to about
3.0x from 3.5x at the close of the original transaction in July
(our adjustments to debt include over $140 million for pension and
other postemployment benefit [OPEB] obligations). The improvement
in leverage also stems from lower debt as well as higher EBITDA
for the 12 months ended Sept. 30, 2012. We assume modest
improvements over the next two years as the company benefits
somewhat from lower interest expenses and price increases it has
already implemented on the majority of its contracts, given some
shortage in existing capacity within the castings industry in
North America," S&P said.

"Our stable outlook reflects our belief that Waupaca can sustain
positive discretionary cash flow into 2013 with sustained year-
over-year improvement in EBITDA margins and liquidity (cash and
bank facility availability) of at least $50 million to $70
million," S&P said.

Ratings List

Ratings Remain Unchanged

Waupaca Foundry Inc.
Corporate Credit Rating          B+/Stable/--
$225 mil. term loan B            BB-
  Recovery Rating                 2


WINCHESTER'S HIGHLAND: Case Converted to Chapter 7 Liquidation
--------------------------------------------------------------
Chief U.S. Bankruptcy Judge Lorrain Murphy Weil has ordered the
conversion of the Chapter 11 bankruptcy case of Winchester's
Highland Ridge Estates L.L.C. to one under Chapter 7, upon the
Debtor's request.

                    About Winchester's Highland

Oxford, Connecticut-based Winchester's Highland Ridge Estates
L.L.C. filed a bare-bones Chapter 11 petition (Bankr. D. Conn.
Case No. 12-30612) in New Haven on March 16, 2012.  The Debtor, a
Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B),
disclosed $14.8 million in assets and liabilities of $9.07
million.  The Highlands Ridge Estates and St. Anne's Country
Club., a residential land development and golf course, is valued
at $14.8 million and serves as collateral to a $6.7 million first
lien debt to TISSA Funding Corp.

Winchester Estates, L.L.C. filed a separate Chapter 11 petition
(Case No. 12-30611).

Chief Judge Lorraine Murphy Weil oversees the case.  The Debtor is
represented by Kenneth E. Lenz, Esq., at The Lenz Law Firm.  The
petitions were signed by Aurora Rosa, managing member.  Ms. Rosa
is also listed in the petition as one of two unsecured creditors
holding the largest claims.  She is owed $2 million.  The other is
TD Bank, N.A., owed $175,000.


WORSHIP IN TRUTH: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Worship in Truth Church of God in Christ
        9215 Arrow Rte.
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 12-34959

Chapter 11 Petition Date: November 6, 2012

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

Judge: Mark D. Houle

Debtor's Counsel: Keith Q. Nguyen, Esq.
                  ATLANTIS LAW FIRM
                  9330 Base Line Rd Ste 208
                  Rancho Cucamonga, CA 91701
                  Tel: (951) 227-6603
                  Fax: (951) 667-7696
                  E-mail: keith.attorney@gmail.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Broadway Federal Bank     Industrial warehouse   $1,273,012
170 N. Market St.
Inglewood, CA 90301

The petition was signed by Kevin T. Moreland, pastor/president.


* Moody's Changes Outlook on North-Am Chemicals Sector to Negative
------------------------------------------------------------------
Moody's Investors Service has changed to negative its outlook on
the Europe, Middle East & Africa (EMEA) and North American
chemicals industry, as explained in an Industry Outlook report
published on Nov. 12. The outlook change reflects Moody's
expectation that profitability in the industry will decline in the
next 12-18 months because of deteriorating economic conditions in
Europe, combined with slowing growth in developing countries and
relatively weak US growth.

The new report is entitled "Slowing Global Growth Turns Outlook
Negative For EMEA, North America Chemicals Industry".

"The decision to change the outlook was based on our revised 2012-
14 GDP growth forecasts," says Elena Nadtotchi, Moody's Vice
President - Senior Credit Officer and co-author of the report. "As
a result, we forecast weaker domestic demand, particularly in
Europe, and that slowing exports will exert pressure on the
earnings of the region's chemicals companies."

Moody's would consider changing the outlook to stable if G-20 GDP
growth rises back towards 2.5% and European GDP stops declining. A
stable outlook would also imply that EBITDA growth for the
industry would likely be flat to modestly positive (less than 5%).

Weak demand and lower utilisation rates may undermine the
industry's strong pricing discipline, which has supported margins
in 2012.  Chemicals companies may find it increasingly hard to
raise prices without their volumes being adversely affected, as a
result of which they will be more sensitive to oil price
volatility in 2013.

Growth will continue in some segments, including agricultural,
nutritional and medical applications. This will support the
performance of selected specialty producers and balance the
results of diversified companies. Also, despite the weaker
economic environment, Moody's considers it likely that US
petrochemicals producers' margins will improve, reflecting its
expectation of lower feedstock prices in 2013. However, Moody's
expects slower growth in some sectors where demand remains weak,
including styrene and butyl rubbers.

Companies with stronger balance sheets will probably turn to M&A
in 2013 to compensate for a lack of organic growth while the cost
of capital remains relatively low, and there will likely be some
market consolidation. Disposals and restructurings to optimise
portfolios are also likely.


* Moody's Says HFA Shows Resilience Despite Low Interest Rates
--------------------------------------------------------------
The financial position of the US state housing agencies (HFAs)
remained resilient through fiscal year 2011 despite the ongoing
low interest rate environment, Moody's Investors Service says in
its annual medians report "US State Housing Finance Agency Fiscal
Year 2011 Medians Show Resilience Despite Difficulties Posed by
Low Interest Rates."

"While HFA profitability has remained resilient over the last
three years, we expect low interest rates will remain a financial
challenge for the remainder of 2012 and 2013 and is one of the
contributors to our negative outlook on the HFA sector," said
Moody's Richard Kubanik, the author of the report.

Low interest rates reduce opportunities for HFAs to earn
investment income and offer mortgage loans which are both
competitive with the conventional market and profitable for the
HFA.

The US Treasury's New Issue Bond Program (NIBP) offered the HFAs
low cost bond financing so they could originate competitive
mortgages, and bolstered HFA profitability in FY 2011. The ending
of Treasury's NIBP, however, compels HFAs to seek new methods of
accessing low cost capital in order to remain competitive in the
core mortgage lending market segment.

During 2011, continued profitability, albeit lower than historical
levels, supported HFA balance sheets as asset-to-debt ratios
remained stable.

Median HFA profitability stabilized at 8.7%. Programs with
variable rate debt above 25% of bonds outstanding reversed a two-
year trend and were more profitable than fixed rate programs at
10.3% versus 8.2%. Reasons for their better profitability include
the low interest rate environment, successful remarketings and
avoidance of bank bonds.

Median asset-to-debt ratios continued to demonstrate stability at
1.21x as a result of the continued profitability, limited loan
losses, and declining bond liabilities.


* Moody's Says Investment-Grade Power Cos. Face Rating Pressure
----------------------------------------------------------------
As difficult economic and operating conditions enter a fourth year
and show no signs of abating, the ratings of the investment-grade
unregulated power companies are facing increasing negative
pressure, says Moody's Investors Service in the report "Rising
Rating Pressure for Investment-Grade Issuers as Spec-Grade
Restructurings Move to Center Stage." Over time, some downgrades
into the speculative grades are possible.

Unregulated power companies have been coping with low natural gas
prices, tepid expectations for growth in electricity volumes, and
rising operating costs, all of which are beyond the control of
management. Moody's sees little prospect that these challenges,
particularly low natural gas prices, will lessen over the next two
years.

"The US unregulated power companies have been experiencing a more
challenging operating environment for four years now," says A.J.
Sabatelle, a Moody's Senior Vice President. "While all investment-
grade rated issuers have strength in their balance sheets, as well
as continued access to equity capital markets and business
strategies that often play to their strengths, we see little
relief from today's commodity price environment - a main cause of
the stress - over the next 24 months."

Should they occur, rating actions moving issuers from investment
grade to speculative grade will be gradual. They will consider
each company's particular generation portfolio, individual actions
taken by management, as well as the depth and duration of the
current commodity cycle. Sudden, multi-notch downgrades are
unlikely.

Companies have been implementing measures to counter the financial
stress such as cost cutting and delaying capital investment, "but
these strategies have a limited shelf life," says Moody's
Sabatelle.

The report outlines some of the characteristics that may make an
issuer more vulnerable to a rating downgrade in the current
environment by comparing and contrasting the unregulated power
company peer group by business segmentation, dividend policy, fuel
mix, leverage, financial metrics, and access to the equity capital
markets.


* Moody's Says Weak Pace of Global Macro Recovery to Persist
------------------------------------------------------------
The weak pace of global recovery will persist until at least 2014,
says Moody's Investors Service in its latest macro-risk report,
adding that the structural economic adjustments that need to ensue
will materialize only slowly.

The new report is entitled "Update to the Global Macro-Risk
Outlook 2012-2014: Slow Adjustment to Weigh on Growth". The report
updates Moody's baseline forecasts for 2012-14 and discusses the
downside risks to the forecasts. It supersedes the rating agency's
previous Global Macro Risk Scenarios report, which was published
in August.

Moody's says that risks to the global forecast remain to the
downside, and are broadly unchanged from those discussed in
August. The main risks to the global macro outlook stem from: (1)
a deeper than currently expected recession in the euro area
accompanied by deeper credit contraction, particularly if
triggered by a further intensification of the sovereign debt
crisis; (2) excessive fiscal tightening in the US in 2013, given
recent political gridlock; (3) an oil-price supply-side shock
resulting from resurfacing geopolitical risks; and (4) the
potential for a hard landing in major emerging markets, including
China, India and Brazil.

"We are revising down our forecasts due to the continued
adjustment to global imbalances and heightened uncertainty
weighing on growth around the world," says Colin Ellis, Moody's
Senior Vice President for Macro Financial Analysis. "We expect
sub-trend growth in most advanced economies over the near term,
alongside a softer pace of expansion in emerging markets as well."

Moody's says that only a modest recovery is likely in the G-20
advanced economies. The rating agency maintains its forecasts for
relatively healthy growth in the US, whilst the euro area as a
whole is expected to stagnate during 2013. For the G-20 economies
overall, Moody's expects real growth of around 2.7% in 2012,
followed by 3.0% in 2013 and 3.3% in 2014.

"In our view, fiscal consolidation and volatility in financial
markets will continue to weigh on business and consumer confidence
in advanced economies, while heightened uncertainty will continue
to hamper spending, hiring and investment. At the same time,
growth prospects for emerging economies have moderated, reflecting
the further deceleration in world trade and a lack of significant
new impetus from domestic demand," explains Mr. Ellis.


* Jeremy Johnson Joins McDermott's New York Office as Partner
-------------------------------------------------------------
McDermott Will & Emery LLP on Nov. 13 announced the appointment of
Jeremy R. Johnson as a partner based in the Firm's New York
office. Mr. Johnson will provide McDermott's Restructuring &
Insolvency practice with valuable debtor-side representation and
creditor experience.

Mr. Johnson, who joins from an AmLaw Top 5 corporate law firm, has
a wide-ranging restructuring practice with experience advising
domestic and international clients in insolvency proceedings, out-
of-court restructurings and insolvency issues in non-distressed
transactions.  He has served as counsel to corporate debtors,
committees, creditors, purchasers of distressed assets, the
Federal Deposit Insurance Corporation and other stakeholders in
numerous bankruptcy cases, with a particular emphasis on corporate
debtor and buy-side asset sale representation.

"We are delighted to welcome Jeremy to the McDermott family and
our growing team of bankruptcy and insolvency practitioners around
the world," said Timothy W. Walsh, partner and international head
of McDermott's Restructuring and Insolvency practice.  "Jeremy is
a former colleague; he brings exceptional debtor-side capabilities
with broad creditor experience that will benefit our clients
around the world. He will be a true asset as we continue to grow
our practice both in terms of size and scope."

In 2012, M&A Advisor's 2012 M&A Advisor Turnaround Awards
recognized Mr. Johnson for his role in the "Consumer Services Deal
of the Year" for the chapter 11 bankruptcy of Alexander Gallo
Holdings LLC.

McDermott's Restructuring & Insolvency practice, a part of its
Corporate Advisory Practice Group, is currently recognized by
Chambers, PLC Cross-Border and IFLR1000 for its outstanding team
of more than 40 lawyers around the world.

Mr. Johnson received his J.D. from Boston University School of
Law, and his B.A. from the University of Iowa.

                   About McDermott Will & Emery

McDermott Will & Emery -- http://www.mwe.com-- is an
international law firm with a diversified business practice.
Numbering more than 1,100 lawyers, it has offices in Boston,
Brussels, Chicago, Duesseldorf, Frankfurt, Houston, London, Los
Angeles, Miami, Milan, Munich, New York, Orange County, Paris,
Rome, Seoul, Silicon Valley and Washington, D.C.  Further
extending its reach to Asia, the firm has a strategic alliance
with MWE China Law Offices in Shanghai.


* 7th Cir. Appoints Robyn Moberly as S.D. Ind. Bankruptcy Judge
---------------------------------------------------------------
The Seventh Circuit Court of Appeals appointed Bankruptcy Judge
Robyn L. Moberly to a fourteen-year term of office in the Southern
District of Indiana, effective November 1, 2012, (vice, Metz).

          Honorable Robyn L. Moberly
          United States Bankruptcy Court
          Birch Bayh Federal Building and United States Courthouse
          46 E. Ohio Street, Room 317
          Indianapolis, IN 46204

          Telephone: 317-229-3880
          Fax: 317-229-3886

          Judicial Assistant: Mary Beth Hunt
          Law Clerk: Patricia Marshall

          Term Expiration: October 31, 2026


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 12, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         MGM Grand, Detroit, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Nov. 5, 2012



                            *********

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
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are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***