TCR_Public/121115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 15, 2012, Vol. 16, No. 318

                            Headlines

200 RYAN: Voluntary Chapter 11 Case Summary
4848 LLC: Voluntary Chapter 11 Case Summary
A & S INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
AGY HOLDING: Incurs $20.4 Million Net Loss in Third Quarter
AK STEEL: Moody's Cuts CFR/PDR to 'B2'; Outlook Negative

AK STEEL: S&P Cuts Corp Credit Rating to B on Weak Finc'l Metrics
ALIANTE MINI: Updated Case Summary & Creditors' Lists
ALLIED SYSTEMS: Wants First-Lien Fight Settled in Delaware
AMERICAN AIRLINES: Creditors Panel, US Airways Talking This Week
AMERICAN AIRLINES: $300-Mil. in Annual Savings From Pilots

AMERICAN AIRLINES: Eagle Seeks to Reject Contract With Dispatchers
AMERICAN AIRLINES: Wins Jan. 28 Extension for Plan
AMERICAN AIRLINES: Seeks to Amend U.S. Bank Processing Deals
AMERICAN AIRLINES: Relies on IT to Improve Customer Service
AMK REALTY: Case Summary & 6 Largest Unsecured Creditors

AMF BOWLING: Has Interim Approval to Draw $35MM From DIP Facility
ARCH COAL: Fitch Lowers Issuer Default Rating to 'B'
ARCH COAL: Moody's Affirms 'B2' CFR; Rates Senior Notes 'B3'
ARCHDIOCESE OF MILWAUKEE: Fights Creditor Parish Litigation Bid
ASSOCIATED BANC-CORP: Fitch Affirms 'B' Preferred Stock Rating

BAKERS FOOTWEAR: Court Clears to Enter $8.5 Million Exit-Loan Deal
BEAR ISLAND: Wants Case Caption Changed to Estate BIPCO
BEAZER HOMES: Incurs $145.3 Million Net Loss in Fiscal 2012
BERNARD L. MADOFF: Ivy Asset Settles Investor Suit for $210-Mil.
BERNARD L. MADOFF: $206-Mil. Settlement With Beacon/Andover Funds

BRAND ENERGY: S&P Gives 'B' Rating on $75-Mil. Revolving Credit
BROOKLYN NAVY: S&P Puts 'B' Senior Secured Debt Rating on Watch
CASELLA WASTE: Moody's Hikes Rating on $200MM Sub. Notes to 'Caa1'
CENGAGE LEARNING: Moody's Cuts CFR to 'Caa3'; Outlook Negative
CENTURY INDEMNITY: Fitch Affirms & Withdraws 'B-' IFS

CHG HEALTHCARE: S&P Assigns B Corp. Credit Rating; Outlook Stable
CLARE OAKS: CliftonLarsonAllen to Conduct Feasibility Study
CLEARWATER DEVELOPMENT: EFO Financial Buys Brightwater Club
CONSOLIDATED COMMUNICATIONS: Moody's Rates New $515MM Loan 'Ba3'
CONSOLIDATED COMMUNICATIONS: S&P Rates $515-Mil. Term Loan 'BB-'

CONSTRUCTORA DE HATO: Has Until Nov. 30 to Propose Ch. 11 Plan
DEWEY & LEBOEUF: Creditors Seek Right to Sue Ex-Directors
DEWEY & LEBOEUF: Committee Asks for Leave to Prosecute Claims
DEWEY & LEBOEUF: GEAM Has Relief from Stay to Implement Setoff
DIALOGIC INC: Postpones Applications of Financial Covenants

DIALOGIC INC: Incurs $290,000 Net Loss in Third Quarter
DIGITAL DOMAIN: Bankruptcy Judge Approves Asset Sale
EASTMAN KODAK: Escapes Potential Investors Class Action
ELDORADO GOLD: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable
ELEGANT SURFACES: Voluntary Chapter 11 Case Summary

ELPIDA MEMORY: At Odds With Bondholders on U.S. Court Role
ELPIDA MEMORY: Nanya Drops ITC Patent Suit
EMERALD COAST: Case Summary & 20 Largest Unsecured Creditors
EVANS OIL: Borrows $500,000 to Purchase Fuel From Chevron
EVANS OIL: Naples Lending Wants to Foreclose Rolling Stock

EVANS OIL: Wants to Surcharge Fifth Third Bank's Collateral
FERRY HOUSE: Owner Reopens Restaurant After State's Seizure
FIFTY BELOW: ARI Acquires Retail Division Assets
FIRST DATA: Incurs $212 Million Net Loss in Third Quarter
FIRST PLACE: Retains DRC as Ch. 11 Claims & Noticing Agent

FISHER ISLAND: Hearing on Case Dismissal Continued Until Dec. 17
FLETCHER INT'L: Chapter 11 Trustee Wins Subpoena Power
FONTAINEBLEAU L.V.: WTC Seeks Valuation of Property Sold
FONTAINEBLEAU L.V.: Trustee Settles Disputes With Digitek, et al.
FRESH N' PURE: Case Summary & 20 Largest Unsecured Creditors

GARY DOURDAN: Former CSI Actor in Bankruptcy
GATZ PROPERTIES: High Court Upholds Ruling on Manager's Liability
GENTIVA HEALTH: S&P Revises Outlook on 'B-' CCR on Higher Margins
GLOBAL AVIATION: Seeks Approval of Diligence Fees
GLOBAL AVIATION: Seeks Global Settlement Approval

GOODRICH PETROLEUM: S&P Lowers Corporate Credit Rating to 'B-'
GRAFTECH INT'L: Moody's Affirms 'Ba1' CFR; Rates Sr. Notes 'Ba2'
GRAFTECH INT'L: S&P Gives 'BB+' Rating on New $300MM Senior Notes
HAWKER BEECHCRAFT: Taps Korn/Ferry as Director Search Consultant
HEALTHCARE PARTNERS: Moody's Withdraws 'Ba2' CFR/PDR

HMX ACQUISITION: Nov. 20 Deadline to File Schedules and SOFA
HMX ACQUISITION: Dec. 10 Auction of Substantially All Assets
HMX ACQUISITION: Hearing Tomorrow on Cash Collateral
HOSTESS BRANDS: Strike Didn't Cause Closures, Says Union
HRK HOLDINGS: Gets Final Nod to Obtain $125,000 DIP Financing

INTEGRATED HEALTHCARE: Reports $2.4MM Net Income in Fiscal Q2
JAS & ASSOCIATES: Court Wants Plan Outline Revised
JC PENNEY: Dismal 3rd Qtr. Performance Cues Fitch to Lower Ratings
JDV PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
KLITZMAN-CURRELL: Case Summary & 7 Largest Unsecured Creditors

JOHN SAMMUT: Court Won't Revise Order Denying Ch.11 Conversion
KNOTTY PINE: In Receivership, Sells Pub & Grill
LAKE COOK: Voluntary Chapter 11 Case Summary
LATITUDE SOLUTIONS: Files Chapter 7 Petition
LEE ENTERPRISES: Posts $7.7 Million Net Loss in Fiscal 4th Qtr

LEGACY RESERVES: S&P Assigns 'B' Corp. Credit Rating
LEHMAN BROTHERS: Lawyers Disagree on Length of Briefs
LON MORRIS COLLEGE: Assets to Be Sold in Dec. 13 Auction
M&M STONE: Voluntary Chapter 11 Case Summary
MALLARDS HOLDINGS: Court Wants Plan Outline Revised

MBIA INC: Asks Bondholders to Shield Firm from Bankruptcy
MERRIMACK PHARMACEUTICALS: FMR LLC Discloses 17% Equity Stake
METALDYNE LLC: S&P Affirms 'B+' CCR on Proposed Refinancing
MF GLOBAL: House Panel Says Corzine Decisions Led to Bankruptcy
NATIONAL CINEMEDIA: Moody's Rates $375MM Bank Facilities 'Ba2'

NEW ENERGY: Case Summary & 20 Largest Unsecured Creditors
NEW PEOPLES: Incurs $1.5 Million Net Loss in Third Quarter
NEWPAGE CORP: Defends Settlement With Cerberus
NORTHERN TOOL: Moody's Assigns 'Ba3' CFR/PDR; Outlook Stable
NORTHERN TOOL: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable

NORTHWEST PARTNERS: Trustee to Disburse Revenue Fund to Fannie Mae
OMEGA NAVIGATION: Nordbank Wants Case Converted to Chapter 7
OVERSEAS SHIPHOLDING: Seeks Bankruptcy Protection From Creditors
OVERSEAS SHIPHOLDING: Case Summary & 50 Largest Unsec. Creditors
OXLEY DEVELOPMENT: Unable to Reorganize; Case Dismissed

PA ACADEMY OF MUSIC: US Trustee Protests Counsel's Fees
PACESETTER FABRICS: Hearing on Case Dismissal Set for Nov. 19
PACIFIC JET: Client Sues Shearman & Sterling for Malpractice
PCF SALECO: Reply to Involuntary Bankruptcy Due Nov. 30
PHOENIX SERVICES: S&P Lowers CCR to 'B' on Higher Leverage

POMONA VALLEY: S&P Corrects Rating on Series 2002 Rev Bonds to 'B'
PONCE DE LEON: Taps Christiansen & Portela as Real Estate Broker
PROCESS AMERICA: Files for Chapter 11 in Woodland Hills
PROVIDENT BUILDING: Heading Into Foreclosure
QUANTUM FUEL: Incurs $9.4-Mil. Net Loss in Sept. 30 Quarter

R.E. LOANS: Terra Verde Buys Rancho Las Flores
RAHA LAKES: Taps Daum Commercial to Market Los Angeles Properties
RAHA LAKES: Wants to Hire Kogan Law as Bankruptcy Counsel
REALTY AMERICA: Case Summary & 2 Unsecured Creditors
REEF GLOBAL: Incurs $83,000 Net Loss in Third Quarter

REEVES DEVELOPMENT: Wins OK to Hire Steffes Vingiello as Counsel
REEVES DEVELOPMENT: Sec. 341 Creditors' Meeting Set for Dec. 6
REEVES DEVELOPMENT: Status Conference Slated for April 2013
RESERVE PRIMARY: NY Jury Clears 2 Fund Managers of Fraud
REX ENERGY: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable

ROCHA DAIRY: U.S. Trustee Balks at Plan Confirmation
ROOMSTORE INC: Approved to Sell Mattress Discounters Stake
RW LOUISVILLE: Buyer Backs Out; Wells Fargo to Own Hotel
SAAB CARS: Ally's Liquidation Plan Would Be Unnecessary, Saab Says
SABA BUILDING: Case Summary & 2 Largest Unsecured Creditors

SADDLEBACK INN: Santa Ana Seeks Receivership
SAGAMORE PARTNERS: Taps Goldstein Mendez for Accounting Services
SAGAMORE PARTNERS: Taps Meckler Bulger as Fees Expert
SAGAMORE PARTNERS: Taps Mack Law, et al., as Litigation Counsel
SAHARA MOTEL: Case Summary & Unsecured Creditor

SANTA FE GOLD: Incurs $2.4-Mil. Net Loss in Q1 Ended Sept. 30
SATCON TECHNOLOGY: Seeks to Delay Auction to March From January
SATCON TECHNOLOGY: Taps Epiq Bankruptcy as Administrative Agent
SATCON TECHNOLOGY: Taps Greenberg Traurig as Bankruptcy Counsel
SATCON TECHNOLOGY: Wants Vendor Claims Capped at $6 Million

SATCON TECHNOLOGY: Delays Q3 Form 10-Q Due to Bankruptcy Filing
SAUNDERS RUDASILL: Court Prefers Lender's 100% Plan Over Debtor's
SAUNDERS HOTELS: Court Prefers Lender's 100% Plan Over Debtor's
SEAFRANCE SA: Eurotunnel Wins OK on EUR65M Channel Ferry Buy
SEARCHMEDIA HOLDINGS: Shirley Liu Named Chief Financial Officer

SEMGROUP LP: NY Court Dismisses Creditors' Suit Against Barclays
SEQUENOM INC: Incurs $30.2 Million Net Loss in Third Quarter
SHUKAN INC.: Case Summary & 9 Largest Unsecured Creditors
SOFTLAYER TECHNOLOGIES: Moody's Assigns 'B1' Corp. Family Rating
SUNDANCE SELF STORAGE: Court Tells Counsel to Disgorge Fees

THOMPSON CREEK: Moody's Affirms 'Caa1' CFR/PDR; Rates Notes 'B1'
TRIBUNE CO: Works With CBRE to Promote Leasable Spaces
TWO & THREE: Case Summary & 5 Largest Unsecured Creditors
US AIRWAYS: Moody's Raises Corp. Family Rating to 'B3'
VANN'S INC: Changes Company Name, Selects Regelbrugge as New CEO

WEATHERFORD INT'L: Moody's Affirms '(P)Ba1' Pref. Shelf Rating
WEST 380: Case Summary & 20 Largest Unsecured Creditors
WEST PENN: Moody's Cuts Bond Rating to 'Ca'; Outlook Negative
ZIFF DAVIS: J2 Global Acquires Assets for $167 Million Cash

* Moody's Says Sovereign Restructurings Reduce Debt Levels
* Moody's Says Number of "Fallen Angels" Declines Sharply
* Moody's Says LIBOR Litigation Greater Risk to Bank Ratings

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

200 RYAN: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 200 Ryan, LLC
        c/o Daniel Walsh
        700 North Water Street, Suite 400
        Milwaukee, WI 53202

Bankruptcy Case No.: 12-36113

Chapter 11 Petition Date: November 8, 2012

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Margaret Dee McGarity

Debtor's Counsel: Kathryn L. Mayer, Esq.
                  KERKMAN & DUNN
                  757 N. Broadway, Suite 300
                  Milwaukee, WI 53202
                  Tel: (414) 277-8200
                  E-mail: kmayer@kerkmandunn.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 Daniel J. Walsh, member.


4848 LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 4848, LLC
        c/o Daniel Walsh
        700 North Water Street, Suite 400
        Milwaukee, WI 53202

Bankruptcy Case No.: 12-36114

Chapter 11 Petition Date: November 8, 2012

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Margaret Dee McGarity

Debtor's Counsel: Kathryn L. Mayer, Esq.
                  KERKMAN & DUNN
                  757 N. Broadway, Suite 300
                  Milwaukee, WI 53202
                  Tel: (414) 277-8200
                  E-mail: kmayer@kerkmandunn.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 Daniel J. Walsh, member.


A & S INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: A & S Investment Corporation
        8422 Petaloma Drive
        Sun Valley, CA 91352

Bankruptcy Case No.: 12-19911

Chapter 11 Petition Date: November 8, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: R. Grace Rodriguez, Esq.
                  LAW OFFICES OF R. GRACE RODRIGUEZ
                  21000 Devonshire St., Ste 111
                  Chatsworth, CA 91311
                  Tel: (818) 734-7223
                  Fax: (818) 338-5821
                  E-mail: ecf@lorgr.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 three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-19911.pdf

The petition was signed by Steven Rushtabadi, president.


AGY HOLDING: Incurs $20.4 Million Net Loss in Third Quarter
-----------------------------------------------------------
AGY Holding Corp. reported a net loss of $20.42 million on
$39.51 million of net sales for the three months ended Sept. 30,
2012, compared with a net loss of $7.87 million on $46.60 million
of net sales for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $33.69 million on $133.11 million of net sales, in
comparison with a net loss of $21.10 million on $141.54 million of
net sales for the same period a year ago.

AGY Holding reported a net loss of $66.76 million in 2011, a net
loss of $14.57 million in 2010, and a net loss of $93.51 million
in 2009.

AGY Holding's balance sheet at Sept. 30, 2012, showed
$216.42 million in total assets, $289.42 million in total
liabilities, and a $73 million total shareholders' deficit.

"The overall market conditions for the third quarter were
challenging as the electronics and industrial markets were
negatively impacted by management of inventory levels by our
customers," said Richard Jenkins, interim CEO, AGY Holding Corp.
"However, we remain on pace to outperform our S-2 sales
expectations for the year.  Operationally, we continue to realize
cost and efficiency improvements while adjusting capacity to meet
current demand levels.  Our quality improvement programs are
building on the heritage of producing top quality products for our
customers.  With these advancements, we remain driven and focused
on achieving our business plan goals for 2012."

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

                        http://is.gd/kL3QTR

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aiken, S.C.-based
AGY Holding Corp. (AGY) to 'CCC-' from 'CCC+'.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012.  As of Sept. 30,
2011, the company reported total liquidity of $17 million
including $16.2 million of availability under its unrated
revolving credit facility. AGY reported that it expected liquidity
to decline to levels of around $12.4 million in November following
the payment of nearly $10 million in semiannual interest on its
notes.  It also expects effective availability to be lower than
the reported figures, because the company is also subject to a
fixed-charge coverage ratio covenant if availability under its
revolving credit facility declines to below $6.25 million. We do
not expect to be in compliance if the covenant becomes applicable.
Current liquidity levels have declined from our expectations of a
minimum liquidity of $20 million at the previous rating. Key
credit risks, in our view, are liquidity insufficient to meet
requirements (including approximately $20 million in future
interest payments in 2012). An additional risk is potential
liquidity requirements possibly arising from the put option
available with the seller of AGY Hong Kong Ltd. for the remaining
30% of the company not yet purchased by AGY.  The put option can
be exercised through Dec. 31, 2013.  AGY reports a fair value of
about $0.23 million for the remaining 30% of the AGY Hong Kong
Ltd. as of Sept. 30, 2011 -- a decline from an initial estimated
value of about $12 million in 2009. AGY Hong Kong also has about
$10.5 million of debt, which the company reports it is trying to
extend, and approximately $11.5 million in annually renewable
working capital facilities due in 2012 (debt at AGY Hong Kong is
nonrecourse to AGY)," S&P said.


AK STEEL: Moody's Cuts CFR/PDR to 'B2'; Outlook Negative
--------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of AK Steel Corporation to B2 from
B1 and downgraded the senior unsecured notes and revenue funding
bonds to B3 from B2. At the same time, Moody's assigned a B1
rating to the $350 million in senior secured notes due 2018 and a
B3 rating to the $125 million exchangeable notes due 2019. The
speculative grade liquidity rating remains unchanged at SGL-3. The
outlook is negative. This concludes the review for downgrade
initiated on September 21, 2012.

Ratings Rationale

The downgrade of the corporate family rating to B2 reflects AK
Steel's tightening and weak debt protection metrics and increasing
leverage position as challenging conditions in the steel industry
continue to compress earnings and cash flow generation. Given the
relatively static demand levels, downward trend evidenced in
industry capacity utilization levels, and pressure on pricing,
Moody's does not expect the company's performance to evidence the
level of improvement necessary to be consistent with a B1
corporate family rating over the next eighteen months. Pro forma
for the new debt issuance and repayment of outstandings under the
asset back revolver Moody's estimates leverage, as measured by the
debt/EBITDA ratio to be around 13x. Interest coverage is expected
to continue negative to breakeven over the next several quarters.

The B2 corporate family rating considers AK Steel's position as a
mid tier steel producer with shipments of approximately 5.4
million tons for the twelve months to September 30, 2012. The
company's business mix including a meaningful level of value added
products, including coated, electrical and stainless products, as
well as its strong contract position are supporting factors in the
rating. The rating also captures Moody's expectation that the
company's cost position challenges will ease somewhat over the
next several quarters given the declines that have been seen in
iron ore and coking coal prices, although this improvement is
unlikely to make a material change given continued price
challenges. The improved liquidity from the debt and equity issues
also supports the rating.

However, the company's ability to generate meaningful earnings and
cash flow will remain vulnerable to the current level of economic
uncertainty surrounding growth rates in the US and China as well
as the European sovereign debt crisis and poor economic conditions
in Europe. Although AK Steel's business is more exposed to the
flat rolled market and not the long products market, Moody's
believes the overall industry will continue to face a difficult
recovery as long as the important commercial construction market
is unable to evidence a good recovery off an extremely depressed
level.

The negative outlook reflects Moody's view that industry risks
continue to the downside. Should hot rolled prices and utilization
levels fall much below current run rates or appear sustainable at
only about $600/ton and 70% respectively, the company's financial
profile would deteriorate further.

Given the company's weak metrics and Moody's expectations for
industry conditions in 2013 to not be materially different from
2012, a rating upgrade is unlikely over the next twelve to
eighteen months. Should conditions show some level of sustainable
improvement and improving trends, the outlook could be stabilized.
The rating could be downgraded should the company's liquidity
position deteriorate materially due to ongoing losses and cash
burn, EBIT margins not evidence an improving trend to at least
2.5%, EBIT/interest of at least 2x and debt/EBITDA of no greater
than 10x.

The principal methodology used in rating AK Steel was the Global
Steel 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.

Headquartered in West Chester, Ohio, AK Steel is a middle tier,
integrated steel company producing flat-rolled carbon steels.
Revenues for the twelve months through September 30, 2012 were
$6.0 billion.


AK STEEL: S&P Cuts Corp Credit Rating to B on Weak Finc'l Metrics
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings, including
the corporate credit rating on AK Steel Holding Corp. to 'B' from
'B+'. The rating outlook is stable.

"At the same time, we assigned a 'BB-' (two notches above the
corporate credit rating) issue-level rating and '1' recovery
rating to the company's proposed $350 million of senior secured
notes due 2018. The '1' recovery rating indicates our expectation
of a very high (90%-100%)  recovery in the event of a payment
default. We also assigned a 'B-' (one notch below the corporate
credit rating) issue-level rating and '5' recovery rating to the
proposed $125 million of senior exchangeable notes due 2019. The
'5' recovery rating indicates an expectation for modest (10%-30%)
recovery in the event of a payment default," S&P said.

The company intends to use the net proceeds from these offerings
to repay borrowings under its asset-backed revolving credit
facility and for general corporate purposes.

"We also lowered the issue level rating on the company's existing
senior notes to 'B-' from 'B+' and revised the recovery rating to
'5' from '3', reflecting the higher amount of secured debt in the
capital structure," S&P said.

"The downgrade reflects our assessment that AK Steel's financial
metrics will remain weak because of continuing difficult
competitive conditions, including uneven demand, excess capacity,
volatile prices, and high debt levels," said credit analyst Marie
Shmaruk. "We also note that weaker markets globally, mainly a
result of Eurozone uncertainties and slowing growth in China, will
limit the near-term growth in the U.S. economy and continue to
weigh on pricing in the steel markets."

"The outlook is stable, reflecting our expectation that the
company's strong liquidity will support its operations through
this weak period even if market conditions do not improve much in
2013. The company's results will likely slowly improve along with
the economy, in our view, as pricing improves modestly and raw
material costs moderate. Still, we expect credit measures to
remain elevated during the next year or so, with adjusted debt to
EBITDA of about 7x by the end of 2013 and FFO-to-debt of about
remaining below 10%," S&P said.


ALIANTE MINI: Updated Case Summary & Creditors' Lists
-----------------------------------------------------
Lead Debtor: Aliante Mini Storage Partners, LLC
             2990 Durango Drive
             Las Vegas, NV 89117

Bankruptcy Case No.: 12-22585

Chapter 11 Petition Date: November 8, 2012

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

Judge: Bruce A. Markell

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Craig Road Mini Storage Partners, LLC  12-22588
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Horse Mini Storage Partners LLC        12-22590
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by James M. Meservey, manager of
StorageOne JK Management Group, Debtor's manager.

A. A copy of Aliante Mini Storage Partners, LLC's list of its 11
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/nvb12-22585.pdf

B. A copy of Craig Road Mini Storage Partners, LLC 's list of its
14 largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/nvb12-22588.pdf

C. A copy of Horse Mini Storage Partners LLC's list of its 17
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/nvb12-22590.pdf

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Farm Mini Storage Partners, LLC     12-22486   11/06/12


ALLIED SYSTEMS: Wants First-Lien Fight Settled in Delaware
----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Allied Systems
Holdings Inc. and private equity firm The Yucaipa Cos. LLC, its
largest first-lien holder, fired back in Delaware bankruptcy court
Friday against the plan of competing first-lien creditors to
settle their long-standing status fight in New York state court.

Bankruptcy Law360 relates that Allied's Chapter 11 case has been
stalled by the first-lien fight over which creditor has "requisite
lender" status, which enables the holder to take action on behalf
of the other first-lien creditors.

                         About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


AMERICAN AIRLINES: Creditors Panel, US Airways Talking This Week
----------------------------------------------------------------
Mary Schlangenstein, writing for Bloomberg News, reports that US
Airways Group Inc. presented its merger plans to American
Airlines' unsecured creditors committee, three people familiar
with the matter said.

The panel's session on Nov. 14 with US Airways will be followed by
a  meeting today, Nov. 15, with representatives of American, which
seeks to exit court protection as a stand-alone carrier, said the
people, who asked not to be identified because the talks are
private. The meetings are in New York.

"From the creditors committee perspective, whatever the two
parties are proposing has to be finalized at some point, and the
sooner the better," said Bob Mann, president of aviation
consultant R.W. Mann & Co. in Port Washington, New York, according
to the report.

According to Bloomberg, Jack Butler, an attorney for the creditors
committee, said in a statement, "American is participating this
week at the committee's regularly scheduled in-person monthly
meeting, at which various business matters, including the
strategic alternatives process, will be discussed."  The report
notes Mr. Butler declined to comment on the Nov. 14 meeting.

The report also notes Todd Lehmacher, a spokesman for Tempe,
Arizona-based US Airways, declined to comment about the talks, as
did Andy Backover, an American spokesman.

American has won continued control of its case after Bankruptcy
Judge Sean Lane in New York agreed to extend to Jan. 28 the
airline's so-called exclusive periods to file a plan of
reorganization.  Bloomberg says that has kept US Airways from
making a formal merger offer in court.

"Maybe we are not going to have to wait until the end of the first
quarter to find out what the plan is here," said Fred Lowrance, an
Avondale Partners LLC analyst in Nashville, Tennessee, according
to the report.  Mr. Lowrance said the discussions suggest that
creditors "want to feel comfortable that they have all the
information to make a comparison."

A combination of US Airways, the fifth-biggest U.S. airline, and
No. 3 American would create the world's largest carrier by
passenger traffic, surpassing United Continental Holdings Inc. and
Delta Air Lines Inc.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: $300-Mil. in Annual Savings From Pilots
----------------------------------------------------------
The Allied Pilots Association said AMR Corp., parent of American
Airlines Inc., has agreed with the union on language for a new
labor deal to be voted on by union members, Reuters reported.

The union's board on Friday presented a "counter-proposal" to
offers from AMR management, which the company accepted.  The
contract must be ratified by APA's roughly 7,500 pilots.

APA spokesman Dennis Tajer said the tentative deal was "industry-
standard, which has been our goal all along."  He refused to
disclose specifics on the deal, according to the report.

Meanwhile, AMR spokesman Bruce Hicks said the tentative deal
addresses the priorities identified as most important to the
pilots while also being economically feasible enough "to ensure
American's successful restructuring."

Although details of the deal were not immediately disclosed,
earlier union bulletins suggested it will have a six-year
duration, provide a date-of-signing raise of 4%, and then two 2%
annual raises, the mid-contract adjustment and two more raises of
2%, according to The Wall Street Journal's Susan Carey.

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

The union board voted 13-2 to send the tentative deal with AMR to
pilots for a vote.  Union leaders will brief members on the deal
in a series of roadshows ahead of a vote, Reuters reported.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Eagle Seeks to Reject Contract With Dispatchers
------------------------------------------------------------------
American Eagle Airlines Inc. asked Judge Sean Lane to approve the
cancellation of its labor contract with dispatchers.

The Transport Workers Union of America, which represents the
dispatchers at American Eagle, had opposed the proposed
cancellation of the labor agreement.  The union said the airline
does not need $400,000 per year in savings from the dispatchers
but only $250,000.

In court papers, lawyer for American Eagle dismissed that
argument, saying that if the union believes the company does not
need $400,000, the union would not have made a counterproposal
worth $491,000 per year.

"If TWU 's leaders truly believed Eagle did not need $400,000, it
would not have offered to exceed that sum by nearly 20 percent,"
said Todd Duffield, Esq., at Weil Gotshal & Manges LLP, in New
York.

Mr. Duffield also said the union's objection is silent on the
fact that American Eagle cannot compete unless it can lower its
labor costs significantly.

American Eagle previously reached a tentative agreement for
changes to the labor contract with dispatchers that would help
achieve the company's target of $400,000 in annual savings.
Although the agreement was endorsed by TWU, the dispatchers still
voted to reject the changes.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins Jan. 28 Extension for Plan
--------------------------------------------------
The U.S. Bankruptcy Court in Manhattan granted AMR Corp. and the
committee representing the airline's unsecured creditors
additional time to file a Chapter 11 plan and solicit support for
the plan.

In a November 9 decision, the bankruptcy court approved the joint
motion of AMR and the committee to extend the deadline for filing
the plan to January 28, 2013, and for soliciting votes from
creditors to March 28, 2013.

Mike Trevino, AMR spokesman, said they are pleased by the
bankruptcy court's approval of their joint motion to extend the
exclusivity periods, MENAFN.com reported.

"We believe the extension reflects the progress and momentum of
our restructuring efforts as reflected in our third quarter
results, and we will continue to move aggressively to complete
both our plan and our comprehensive process of reviewing a full
range of alternatives," the news agency quoted Mr. Trevino as
saying.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Seeks to Amend U.S. Bank Processing Deals
------------------------------------------------------------
AMR Corp. filed a motion seeking approval from the U.S.
Bankruptcy Court for the Southern District of New York to amend
certain agreements between American Airlines Inc. and U.S. Bank
N.A.

The agreements cover the processing of customer transactions
using credit cards issued by Visa Inc. and MasterCard Inc. at
different locations where American Airlines and its affiliated
debtors sell their products.  The term of each of the agreements
is set to expire on July 1, 2013.

The proposed amendment, if approved by the bankruptcy court,
would allow American Airlines to continue processing customer
transactions made using VISA and MasterCard credit cards in the
ordinary course of business.

The agreements are not publicly available as they reportedly
contain confidential information, according to the court filing.

AMR also seeks court approval to reaffirm the guaranty dated
March 16, 2007, under which the company guarantied the
obligations of American Airlines under its agreements with U.S.
Bank.

A court hearing to consider approval of the request is scheduled
for November 29.  Objections are due by November 21.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Relies on IT to Improve Customer Service
-----------------------------------------------------------
Michael Hickins, writing for The Wall Street Journal's CIO
Journal, reports that American Airlines is relying heavily on IT
as it struggles to emerge from bankruptcy proceedings in stronger
shape than before.  Some of the new technology, such as mobile
technology used by cabin crew and consumer apps to get customers
faster access to relevant information, will be visible to fliers.
Other, less visible technology initiatives are helping in other
ways, from customer service issues like baggage handling and on-
time departures to the strategic choices around which new routes
the airline will add in the coming months.

According to CIO Journal, American has just completed a several-
months long experiment in customer service by providing flight
attendants with tablet computers that give them information for
passengers seated in first class -- or, for that matter, loyal
customers seated in the main cabin.  The mobile platform also be
used to more quickly report problems such as broken seats or
incorrect meal deliveries.

CIO Jounal relates AMR's CIO, Maya Leibman, said the airline will
begin distributing Samsung Galaxy Note tablets to all flight
attendants beginning later this month.  It will take several
months before all flight attendants have gone through the training
necessary for them to use the tablets in flight, but the tablets
got rave reviews from the personnel who got to use them during the
test phase.

Ms. Leibman told CIO Journal that American is the only U.S.
carrier to provide tablet computers for its cabin crew.  British
Airways has distributed iPads to 1,200 flight attendants, as CIO
Journal reported in April, but Ms. Leibman says BA only gives
tablets to pursers, whereas American's deployment is to all
onboard flight attendants.

                      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).


AMK REALTY: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: AMK Realty LLC
        815 Kings Highway
        Brooklyn, NY 11223

Bankruptcy Case No.: 12-47780

Chapter 11 Petition Date: November 8, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KNash@gwfglaw.com

Scheduled Assets: $1,754.800

Scheduled Liabilities: $2,594,603

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/nyeb12-47780.pdf

The petition was signed by Alexander Klein, managing member.


AMF BOWLING: Has Interim Approval to Draw $35MM From DIP Facility
-----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Bankruptcy Judge Kevin R. Huennekens, at Tuesday's
hearing, allowed AMF Bowling Worldwide Inc. to draw $35 million of
the $50 million bankruptcy loan.  DBR notes the Debtors'
restructuring plan likely won't go up for court approval for a few
months.

The Bankruptcy Court will hold a final hearing on Dec. 6, 2012, at
10:00 a.m.

As reported by the Troubled Company Reporter, 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.

The TCR on Nov. 14 reported that objections were filed to AMF's
proposed plan and DIP facility by 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).  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.

A Restructuring Support Agreement with the Debtors' First Lien
Lenders 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.

The Second Lien Lenders also point out 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.

                   About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. 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 and several affiliates sought Chapter 11 protection (Bankr.
E.D. Va. Case Nos. 12-36493 to 12-36508) on Nov. 12 and 13, 2012,
after reaching 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.

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.

Mechanicsville, Virginia-based 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.

Judge Hon. Kevin R. Huennekens oversees the 2012 case, taking over
from Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

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


ARCH COAL: Fitch Lowers Issuer Default Rating to 'B'
----------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) and
senior unsecured notes to 'B' from 'B+' for Arch Coal, Inc. (Arch
Coal; NYSE: ACI).  In addition, Fitch assigns a 'B/RR4' rating to
the prospective $350 million, seven year senior unsecured notes.
The Rating Outlook is Negative.

Arch Coal announced plans for a new $250 million term loan and a
reduction in its revolver to $350 million from $600 million.
Together with the $350 million new notes, the net proceeds
estimated at $570 million will enhance liquidity.

Arch Coal benefits from large, well diversified operations and
good control of low-cost production.  The credit ratings also
reflect oversupply in the domestic steam coal market which is
expected to result in substantially lower earnings through at
least 2013.  Visibility is constrained given lower than historic
levels of committed tonnage.  Weak earnings and high debt levels
post the acquisition of International Coal Group in 2011 will
result in high leverage metrics over the period offset by strong
liquidity.

At Sept. 30, 2012, pro forma liquidity remains solid, with cash on
hand estimated at $1.2 billion and $350 million of availability
estimated under the company's credit facilities.  The $250 million
accounts receivable facility matures Dec. 11, 2012, and is
renewable annually.  The $600 million (reducing at transaction
close to $350 million) revolving credit facility matures in June
2016. Fitch expects Arch Coal to manage within the amended
covenants.

Fitch expects slight negative free cash flows (operating cash flow
less capital expenditures less dividends) for 2012.  Negative free
cash flows could be between $300 million and $500 million for 2013
depending on actual volumes and pricing.  Pro forma current
maturities are quite modest reflecting $16.5 million in term loan
amortization per year and amounts due under the annually renewable
accounts receivable facility ($100 million as of Sept. 30, 2012).

Total debt/EBITDA for the latest 12 months ended Sept. 30, 2012
was 5.2x. Fitch expects leverage could be above 6.5x until the
domestic steam coal market achieves balance which could stretch
into 2014.

The recovery rating on the senior secured bank facility of 'RR1'
reflects outstanding recovery prospects given default.  Fitch's
methodology counts undrawn revolver balances as senior secured
debt so that the only change from the transaction is the
additional $350 million senior unsecured debt which dilutes
coverage at that level slightly.  Recovery of the senior unsecured
debt remains average.

The Negative Outlook reflects the possibility that weak market
conditions could drag into 2014 and that Arch has sufficient
liquidity to manage through the downturn.

What Could Trigger A Rating Action?

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

  -- Should anticipated cash burn be greater than $400 million in
     2013.

  -- Constrained liquidity.

Positive: Not anticipated over the next 12 months given over
supply in the domestic steam coal market but future developments
that may lead to a positive rating action include:

  -- Debt levels material reduced and positive free cash flow on
     average.

Fitch has taken the following rating actions:

Arch Coal, Inc.

  -- IDR downgraded to 'B' from 'B+';
  -- Senior unsecured notes downgraded to 'B/RR4' from 'B+RR4';
  -- Senior secured revolving credit facility affirmed at
     'BB/RR1'; and
  -- Senior secured term loan affirmed at 'BB/RR1'.


ARCH COAL: Moody's Affirms 'B2' CFR; Rates Senior Notes 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the senior
unsecured guaranteed notes due in 2019 issued by Arch Coal, Inc.
and a Ba3 rating to the new Term Loan C. At the same time, Moody's
affirmed the B2 corporate family and probability of default
ratings. Moody's also affirmed the Ba3 rating on Arch's existing
credit facilities and the B3 rating on the existing senior
unsecured notes. The speculative grade liquidity rating remains
unchanged at SGL-3. Proceeds from the new debt raisings will be
used to bolster liquidity and for general corporate purposes. The
rating outlook is stable.

Assignments:

  Issuer: Arch Coal, Inc.

    Senior Secured Bank Credit Facility, Assigned Ba3 (LGD 2, 23%)

    Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD 4,
    69%)

Ratings Rationale

Arch's B2 CFR reflects its geographic and operational diversity,
low level of legacy liabilities and extensive high quality and
low-cost reserves. Factors that constrain the rating include high
leverage, high capital expenditures, weakness in the US coal
markets, volatility of met coal prices, inflationary cost
pressures, and the inherent geological and operating risk
associated with mining. Furthermore, coal mine productivity and
costs have been adversely impacted by stricter mine safety
inspections and greater difficulty in permitting mines and refuse
disposal sites due to heightened environmental concerns.

The rating also considers the company's strengthened liquidity
position. Pro forma for the transaction, Arch's cash position will
be approximately $1.2 billion. In addition, the company intends to
seek certain changes to financial covenants in its bank credit
facility to further enhance flexibility; however the debt issuance
is not predicated on such changes being implemented.

Challenges for the B2 corporate family rating include Arch's high
leverage and exposure to the Appalachian coal basin where
conditions remain particularly challenging. In addition, ongoing
coal-to-gas substitution, low natural gas prices, and expected
coal plant retirements have caused coal demand to contract, and
coal prices to collapse. At the same time, reflecting weakening
global steel demand, demand for seaborne metallurgical coal has
also softened and prices have retreated to levels that are causing
further compression to earnings and margins.

Moody's expects Arch's metrics to deteriorate over the next 12-18
months due to the challenging environment for coal domestically,
and in the seaborne market. The actions currently being taken by
the company in its strategic repositioning of operations, which
include reductions in coal production and workforce reductions,
are expected to mitigate the degree of deterioration anticipated
and indicate an operating flexibility necessary to weather the
challenging climate facing US coal producers.

The stable outlook reflects Moody's expectation that Arch's
liquidity will remain adequate and that over longer term Debt/
EBITDA will be sustained below 6x.

Upward ratings momentum is limited at this time. However, the
ratings and/or outlook could come under pressure if the company's
liquidity position erodes materially from current levels or if
Debt/ EBITDA is expected to remain above 6x on a sustained basis.

The principal methodology used in rating Arch Coal, Inc. 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.


ARCHDIOCESE OF MILWAUKEE: Fights Creditor Parish Litigation Bid
---------------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that the
Archdiocese of Milwaukee is accusing unsecured creditors of
coloring its relationship with its parishes as "sinister," in a
"desperate" attempt to hunt down assets.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ASSOCIATED BANC-CORP: Fitch Affirms 'B' Preferred Stock Rating
--------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook to Positive from
Stable for Associated Banc-Corp, (ASBC) and its principal banking
subsidiary Associated Bank, NA.  At the same time, Fitch has
affirmed ASBC's long-term Issuer Default Rating (IDR) and short-
term IDR at 'BBB-/F3', respectively.

The rating action is reflective of the continued maintenance of
strong capital and liquidity profiles in addition to further
improvements in ASBC's asset quality metrics.

Fitch notes that ASBC has sustained strong capital levels in
conjunction with double digit loan growth over the last year.
Regulatory capital ratios have remained strong, with the company
reporting a Tier 1 Leverage Ratio of 9.99% and a Total Risk Based
Capital ratio of 15.00% at 3Q'12.  Moreover, Fitch believes ASBC
is well-positioned for proposed Basel III requirements.

Additionally, at the third quarter of 2012 (3Q'12), ASBC reported
non-performing assets (NPAs), inclusive of troubled debt
restructurings (TDRs), at $452 million or 3.02% of total loans and
other real estate owned (OREO).  This represents a decline from
the prior year when NPAs were $560 million or 4.13% of total loans
and OREO.  Further, the company's year-to-date net charge offs
(NCOs) are a relatively low 0.58% through 3Q'12 compared to year-
to-date NCOs of 1.32% through 3Q'11.  Fitch expects asset quality
trends to continue to improve, albeit at a slower pace over the
next 12 to 18 months.

While the company's return on average assets (ROA) has improved
since Fitch's last review, overall performance has been augmented
through reserve releases.  Fitch notes that ASBC has not taken a
provision since 4Q'11.  Further, earnings have been boosted over
the last year through the rally in mortgage rates which has added
$47 million of incremental pre-tax mortgage banking income to the
bottom line.

Fitch believes that when normalizing provision expense, mortgage
banking income, as well as taking into account various efficiency
initiatives such as branch consolidation, ASBC's ROA would be in
the 65-75 basis points (bps) range, as opposed to the recently
reported year-to-date ROA of 81 bps through 3Q'12.  The level of
earnings, which are below some higher rated institutions,
represents the main hurdle for upwards rating momentum over the
intermediate term.

Going forward, the company's primary focus will be driving
additional loan growth, similar to most other banks. ASBC has
increased loan balances 11% from a year ago with the majority of
the growth coming from residential mortgages.  Management intends
to retain a portion of 15-year fixed-rate mortgages on the balance
sheet.

Rating Drivers and Sensitivities

Improved earnings performance could lead to positive rating
actions for ASBC, although Fitch views a near-term upgrade as less
likely as ASBC's core earnings ratios still lag peer averages.
Over the more medium term, ratings could benefit from controlled,
strategic balance sheet growth, combined with costs savings
realized through efficiency measures.

Conversely, a sharp reverse in asset quality trends could
negatively impact both ASBC's rating and outlook.  Further, more
aggressive capital management at bank or holding company level
could lead to negative rating actions.

ASBC has reported moderate growth in oil and gas lending. Given
growth in this sector and ASBC's upper Midwestern footprint, Fitch
remains sensitive to credit quality in the portfolio.  Oil and gas
lending, as well as C&I lending in general, has become an
increasingly competitive asset class.  Deterioration in the
underlying asset quality of the O&G book would likely pressure
ASBC's Rating Outlook.  Moreover, excessive growth in this
portfolio relative to the overall portfolio and capital could
adversely impact the company's rating over time.

ASBC is a $22.7 billion bank holding company with operations
primarily in Wisconsin, Illinois and Minnesota.  It offers
consumer and commercial banking services, trust and investment
management services, insurance and mortgage banking products.

Fitch has affirmed the following ratings:

Associated Banc-Corp.

  -- Long-term IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-';
  -- Viability at 'bbb-'.
  -- Subordinated at from 'BB+';
  -- Preferred stock at 'B';
  -- Short-term IDR at 'F3';
  -- Commercial paper at 'F3';
  -- Support at '5';
  -- Support floor at 'NF'.

Associated Bank, NA

  -- Long-term IDR at 'BBB-';
  -- Viability at 'bbb-';
  -- Long-term deposits at 'BBB';
  -- Long-term senior debt at 'BBB-';
  -- Short-term IDR at 'F3';

  -- Support at '5';
  -- Support floor at 'NF';
  -- Short-term deposits at 'F2'.

Associated Trust Company, NA

  -- Long-term IDR at 'BBB-';
  -- Viability at 'bbb-';
  -- Short-term IDR at 'F3'
  -- Support at '5';
  -- Support floor at 'NF'.


The Rating Outlook revised to Positive from Stable.


BAKERS FOOTWEAR: Court Clears to Enter $8.5 Million Exit-Loan Deal
------------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that a
bankruptcy judge cleared Bakers Footwear Group Inc. to pay fees
associated with the $8.5 million in exit financing it has lined up
as it prepares to shut down 150 of its shoe stores.

                       About Bakers Footwear

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

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

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

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

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

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

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

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

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BEAR ISLAND: Wants Case Caption Changed to Estate BIPCO
-------------------------------------------------------
Bear Island Paper Company, L.L.C., asked the U.S. Bankruptcy Court
for the Eastern District of Virginia to authorize the amendment of
the case caption to Estate BIPCO, LLC.  According to the Debtor,
pursuant to an asset sale agreement, dated Aug. 10, 2010, (as
amended or modified from time), by and among BD White Birch
Investment LLC, and the Debtor and the Canadian Sellers, the
Debtor is required to take all necessary action to change its name
after the sale closes.  The Debtor note that the sale approved on
Nov. 3, 2010, closed on Sept. 13, 2012.

                         About Bear Island

Canada-based White Birch Paper Company is the second largest
newsprint producer in North America.  As of Dec. 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
Feb. 24, 2010.  At June 30, 2011, the Company had $141.9 million
in total assets, $153.2 million in total liabilities, and a
stockholders' deficit of $11.3 million.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).  Jonathan L. Hauser, Esq., at
Troutman Sanders LLP, in Virginia Beach, Virginia Beach, serves as
counsel to White Birch in the Chapter 11 case.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael
A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as
counsel to Bear Island.  Jonathan L. Hauser, Esq., at Troutman
Sanders LLP, in Virginia Beach, Virginia, serve as co-counsel to
Bear Island.

AlixPartners LLP serves as financial and restructuring advisors to
Bear Island, and Lazard Freres & Co., serves as investment banker.
Garden City Group is the claims and notice agent.  Jason William
Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia,
represents the Official Committee of Unsecured Creditors.

Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and
Chapter 15 cases.

Bear Island was authorized by the bankruptcy judge in November
2010 to sell the business to a group consisting of Black Diamond
Capital Management LLC, Credit Suisse Group AG and Caspian Capital
Advisors LLC.

Bear Island's Chapter 11 plan is currently scheduled for approval
at a Feb. 14, 2012 confirmation hearing.  Under the plan proposed
by the subsidiary of Canada's White Birch Paper Co., first- and
second-lien creditors with $424.9 million and $105.1 million in
claims, respectively, are expected to recover between 0.5 percent
and 4 percent.  Unsecured creditors with $1.4 million in claims
are to receive the same dividend.


BEAZER HOMES: Incurs $145.3 Million Net Loss in Fiscal 2012
-----------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $145.32 million on $1 billion of total revenue for
the fiscal year ended Sept. 30, 2012, a net loss of
$204.85 million on $742.40 million of total revenue for the fiscal
year ended Sept. 30, 2011, and a net loss of $34.04 million on
$991.15 million of total revenue for the fiscal year ended
Sept. 30, 2010.

For the three months ended Sept. 30, 2012, the Company reported a
net loss of $66.23 million on $370.93 million of total revenue,
compared with a net loss of $43.17 million on $334.90 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $1.98
billion in total assets, $1.71 billion in total liabilities and
$262.24 million in total stockholders' equity.

"I'm pleased with the significant progress we made in 2012
strengthening both our business and our balance sheet," said Allan
Merrill, president and chief executive officer of Beazer Homes.
"Operationally, we generated significant growth in orders,
closings and backlog, while seeing improving trends in gross
margins.  From a balance sheet perspective, we added liquidity,
improved our book value, extended debt maturities and reduced
interest expense."

"In 2013, we expect to meaningfully improve our EBITDA, primarily
by achieving margin expansion and further improvement in our sales
per community metrics.  While our community count will likely
decrease for much of the year, we are actively investing in a
substantial number of new communities, which we expect to deliver
closings starting in fiscal year 2014."

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

                        http://is.gd/hmRiS1

                      2013 Executive Cash Plan

On Nov. 8, 2012, the Compensation Committee of the Board of
Directors of Beazer Homes approved a long-term performance cash
incentive plan as a substitute for a portion of the Company's
long-term equity-based incentive plan.  The Company's three named
executive officers, Allan P. Merrill, President and Chief
Executive Officer, Robert L. Salomon, Executive Vice President and
Chief Financial Officer, and Kenneth F. Khoury, Executive Vice
President, General Counsel and Chief Administrative Officer, and
certain other senior corporate officers are participants in the
Cash Plan.

Accordingly, for fiscal year 2013, the long-term incentive
compensation opportunity for NEOs is made up of stock options,
performance shares and performance cash under the Cash Plan.  The
terms of those stock options and performance shares are similar to
the equivalent awards for fiscal year 2012 in all material
respects although the number of shares awarded is less than for
fiscal year 2012.  Under the Cash Plan, NEOs can earn cash awards
based on the three-year improvement in gross margin dollars.

The Committee also established performance target levels under the
annual bonus plan for NEOs for fiscal year 2013, which is
substantially similar to the annual bonus plan for fiscal year
2012 that is described in the Company's definitive proxy statement
on Schedule 14A dated Dec. 22, 2011.  Under the 2013 Bonus Plan,
75% of the opportunity continues to be based on achievement of
certain target earnings before interest, taxes, depreciation and
amortization, after certain adjustments.  Under the 2013 Bonus
Plan, the remaining 25% of the opportunity is earned if certain
safety, construction quality, customer satisfaction and sales
goals are achieved.  Threshold, target and maximum opportunities
for our NEOs as a percentage of base salary are as follows: Mr.
Merrill (50%/100%/150%) and Messrs. Salomon and Khoury
(45%/90%/135%).

On Nov. 13, 2012, Beazer Homes determined that an inadvertent
disclosure of material non-public information had occurred the
prior day.  In a call with a securities analyst after the
Company's earnings conference call, a representative of the
Company unintentionally disclosed that sales in October 2012 were
up approximately 20% year over year.  In the same conversation,
the Company representative confirmed disclosure from the Company's
conference call, namely that management does not expect to
generate meaningful growth in new home orders for fiscal year
2013.

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at June 30, 2012, showed $1.82 billion
in total assets, $1.64 billion in total liabilities, and
$179.07 million in total stockholders' equity.

                           *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's, (ii) 'Caa2' probability of
default and corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating from Fitch Ratings.

Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's
expectation that Beazer's operating and financial performance,
while improving, will remain weak through fiscal 2013.
Moody's expects that Beazer's cash flow generation will continue
to be weak in fiscal 2012 and 2013.

"Our current rating outlook on Beazer is negative.  We would
consider a downgrade if the company's EBITDA growth fails to meet
our expectations or if the downturn in the housing market lingers
longer than we expect and unit volume remains depressed," S&P
said in July 2012.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the Stable
Outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BERNARD L. MADOFF: Ivy Asset Settles Investor Suit for $210-Mil.
----------------------------------------------------------------
New York Attorney General Eric T. Schneiderman unveiled 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, the
settlement is expected to return all or nearly all the original
investment to those defrauded by the Ponzi scheme in this case.

"[The] 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 [] 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 the 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.  The 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.

Dan Strumpf, writing for Dow Jones Newswires, reports Ivy is in
the process of winding down its operations.

Dow Jones also reports Brandy Bergman, a spokeswoman for Ivy,
said, "Ivy is pleased to have reached an agreement that allows it
to put these matters behind it."

Dow Jones says attorneys for Ivy could not immediately be reached
for comment.  A spokesman for the Bank of New York Mellon, which
owns Ivy, declined to comment and referred questions to Ivy.

Ivy began investing with Mr. Madoff in about 1987, according to
the New York attorney general's lawsuit, Dow Jones reports.

                      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.


BERNARD L. MADOFF: $206-Mil. Settlement With Beacon/Andover Funds
-----------------------------------------------------------------
Herrick, Feinstein LLP announced a global settlement of various
litigations arising out of the collapse of Bernard L. Madoff
Investment Securities LLC that will return approximately $206
million, collectively and over time, to several defrauded investor
groups, who invested in several Madoff feeder hedge funds,
collectively known as the Beacon/Andover Funds.

Combined with past distributions by the Beacon/Andover Funds and
the anticipated future distributions from the Madoff Trustee, the
settlement is expected to return to most, if not all, of
Beacon/Andover Funds' individual investors nearly 100%, or more,
of their investment, based upon a current anticipated 65%
distribution from the Madoff Trustee of the Beacon/Andover Funds'
allowed bankruptcy claims.

Herrick, Feinstein Partner and Co-Chair of the firm's Securities
and Commodities Litigation and Regulatory Practice Group Arthur G.
Jakoby, counsel for the Beacon/Andover Funds, said, "This
settlement is probably the most favorable outcome for any investor
who invested with Madoff through an investment feeder fund.  To
achieve a result that approaches returning approximately 100% or
more of our investors' principal investments is remarkable and,
hopefully, will help heal the financial wounds of our Funds'
Madoff victims.  The crimes perpetrated by Bernard Madoff against
the Beacon/Andover Funds were financially devastating to our
investors but this settlement provides our investors with justice
and will restore to our investors their hard earned monies."

The global settlement is a combination of two main settlements:

The first is a settlement which Herrick, Feinstein negotiated with
the Madoff Trustee. The Madoff Trustee had commenced a lawsuit by
which he sought to (i) completely disallow the Beacon/Andover
Funds' net equity claim of approximately $141 million which the
Funds asserted against the Madoff Estate, and (ii) recover (or
"clawback") $28.31 million that the Beacon/Andover Funds had
withdrawn from their Madoff accounts over the years.  Under the
settlement, the Trustee not only agreed to allow the full amount
of the Funds' net equity claim of approximately $141 million but
also agreed to increase the Funds' net equity claim by $24 million
(for a total allowed net equity claim of approximately $165
million) in connection with $24 million of payments to be made by
the Funds and others to the Trustee under the settlement
agreement.  The Trustee also agreed to pay $500,000 to each of the
Beacon Fund and Andover Fund representing the upper limit on the
amount of SIPC payments authorized under current law and approved
almost $63 million in "catch-up" distributions to be paid,
immediately upon approval of the settlement by the court, to the
Beacon/Andover Funds in connection with those claims. Based upon
an anticipated 65% distribution from the Madoff Trustee, together
with the SIPC payment, this settlement will recoup over $100
million of Beacon/Andover investor losses.

Under the second settlement, the Beacon/Andover Funds will, net of
certain fees and expenses, receive approximately $99 million from
their former outside investment advisor, Ivy Asset Management,
LLC, which includes a $3.5 million contribution plus a waiver of
certain management fees from the Beacon/Andover Funds' management.

The second settlement was negotiated collectively and
cooperatively by the New York State Attorney General's Office and
the U.S. Department of Labor along with Herrick, Feinstein and
several class action law firms, including, but not limited to,
Lowey Dannenberg Cohen & Hart, lead class counsel, Cohen Millstein
Sellers & Toll, lead ERISA class counsel and several other law
firms representing various investor groups, all of whom worked
together to achieve this unprecedented result. Investor Howard
Siegel also participated in the settlement negotiations as a
representative of the Beacon Fund.

The Herrick, Feinstein team was led by Mr. Jakoby and included
Bankruptcy Partner Paul Rubin as well as Frederick E. Schmidt, Jr.

The individual investor groups, collectively known as the
Beacon/Andover Funds, include Beacon Associates LLC I, Beacon
Associates LLC II, Beacon Associates LLC, Andover Associates,
L.P., Andover Associates LLC I and Andover Associates (QP) LLC.
The defrauded investors in these funds include hundreds of
individual investors and dozens of New York union pension and
welfare plans.

Founded in 1928, Herrick, Feinstein LLP is a prominent 170-lawyer
firm headquartered in New York City providing a full range of
legal services, including securities litigation, bankruptcy and
business reorganization, commercial litigation, tax and personal
planning, corporate law, art law, employment law, government
relations, insurance, intellectual property, real estate and
sports law.

                      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.


BRAND ENERGY: S&P Gives 'B' Rating on $75-Mil. Revolving Credit
---------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue-level and
'3' recovery ratings on Kennesaw, Ga.-based Brand Energy &
Infrastructure Services' $75 million revolving credit facility and
$775 million first-lien term loan (compared with the proposed
$700 million) remain unchanged as the company finalized its
capital structure and refinanced previously outstanding debt. "The
'3' recovery rating indicates our expectation of meaningful (50%-
70%) recovery," S&P said.

"Brand is the borrower of the first-lien $75 million revolver and
first-lien $625 million term loan (composed of a $423.4 million
tranche due in 2018 and a $201.6 million tranche due in 2016), and
its Canadian subsidiary (Aluma Systems Inc.) is a borrower under a
$150 million first-lien term loan (composed of a $101.6 million
tranche due 2018 and $48.4 million due 2016)," S&P said.

"Our 'CCC+' issue-level and '6' recovery ratings on Brand's $300
million second-lien term loan (compared with the proposed $325
million) also remain unchanged. The '6' recovery rating indicates
our expectation of negligible (0%-10%) recovery in the event of
payment default," S&P said.

"At the same time, we withdrew our 'BB-' issue rating and '1'
recovery rating (very high recovery of 90%-100%) on Brand's prior
fully funded $50 million first-lien letter-of-credit facility.
This facility has been replaced with a bilateral $50 million
letter of credit facility that we do not rate. Our 'B' corporate
credit rating and stable outlook on Brand also remain unchanged,"
S&P said.

"The ratings on Brand reflect our view of the company's 'highly
leveraged' financial profile that stems from its high leverage and
modest cash flow generation prospects over the next two years. The
'weak' business risk assessment reflects its exposure to volatile
end markets and competitive pricing. Our stable outlook reflects
Brand's financial flexibility given that it has extended the
maturity on all its existing debt. Also, over the next 12 months
we expect Brand to sustain improvements in EBITDA margins on slow
demand recovery in its end markets, given its recent ability to
mitigate pricing pressures. Leverage should improve toward 6x over
the next 12 months, assuming industry activity picks up to
historical levels, which is likely because customers can only
generally delay maintenance work temporarily. We expect some
gradual improvement, although cash flow and leverage metrics will
likely remain at the lower end of our expectations. For the
rating, we expect adjusted debt to EBITDA of about 6x or less and
free operating cash flow to total debt in the low single digits in
the next two years," S&P said.

RATINGS LIST

Ratings Remain Unchanged

Brand Energy & Infrastructure Services
Corporate Credit Rating                           B/Stable/--
$75 mil rev credit fac                            B
  Recovery Rating                                  3
$423.4 million term loan due in 2018              B
  Recovery Rating                                  3
$201.6 million term loan due in 2016              B
  Recovery Rating                                  3
$300 mil second-lien term loan                    CCC+
  Recovery Rating                                  6

Aluma Systems Inc.
$101.6 million first-lien term loan due 2018      B
  Recovery Rating                                  3
$48.4 million first-lien term loan due 2016       B
  Recovery Rating                                  3

Ratings Withdrawn
                                                   To         From
Brand Energy & Infrastructure Services
Senior secured first lien                         NR         B
  Recovery Rating                                  NR         4
Senior secured first-lien LOC fac                 NR         BB-
  Recovery Rating                                  NR         1
Senior secured second lien                        NR         CCC+
  Recovery Rating                                  NR         6


BROOKLYN NAVY: S&P Puts 'B' Senior Secured Debt Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' senior secured
debt rating on U.S. electricity and steam producer Brooklyn Navy
Yard Cogeneration Partners L.P. (BNYCP), on CreditWatch with
negative implications.

"The CreditWatch placement reflects that, while we have not yet
received financial information from the project through Sept. 30,
the debt service and working capital reserves are backstopped by
liquidity facilities that expire Nov. 30," said Standard & Poor's
credit analyst Jatinder Mall. "If they are not renewed, the
company's cash on hand may be insufficient to make its next
principal and interest payment on April 1, 2013. In addition, the
plant sustained unspecified damage as part of hurricane Sandy, and
we expect that the project will provide an update on future
operations as part of a financial disclosure that is pending,"
added Mr. Mall.

The recovery rating on the debt is '3' indicating meaningful
recovery (50% to 70%) in the event of a default.

"The cogeneration facility sustained damage as a result of
hurricane Sandy and is currently not operating. The latest
financial report we have is for the second quarter, ended June 30,
2012," S&P said.


CASELLA WASTE: Moody's Hikes Rating on $200MM Sub. Notes to 'Caa1'
------------------------------------------------------------------
Moody's Investor's Service raised the rating on Casella Waste
Systems Inc.'s $200 million 7.75% subordinated notes due in 2019
to Caa1 from Caa2 as well as the rating on the company's $21.4
million Solid Waste Revenue bonds to B2 from Caa1. The rating
actions are due to the reduced loss severity for these instruments
in the event of default following the retirement of the company's
second lien notes. Both rating actions are consistent with Moody's
guidance in its September 28, 2012 press release when it assigned
a Caa1 to the new $125 million 7.75% subordinated bonds. In that
release the agency stated its intent to raise the rating on the
outstanding $200 million note and $21.4 million bond once Casella
completed its financing plan. Moody's also affirmed its B3
corporate family and probability of default ratings. The rating
outlook for Casella remains negative.

Ratings

  Corporate family rating B3 affirmed

  Probability of Default rating B3 affirmed

  $200 million 7.75% subordinated notes due 2019 raised to
  Caa1/72-LGD5 from Caa2/84-LGD5

  $21.4 million Solid Waste Disposal Revenue Bonds due 2025 raised
  to B2/34-LGD3 from Caa1/63-LGD4

  Speculative Grade Liquidity Rating (SGL): 3

Outlook: Negative

Ratings Rationale

The B3 CFR rating is driven by Casella's below average EBITDA
margin (about 20% for Casella per Moody's adjustments vs. 27%
average for peers for the most latest twelve months), high
leverage (over 6x on Moody's adjusted basis), regional
concentration, and small size. In an effort to bridge the margin
gap to peers, the company implemented a 100 basis point general
and administrative cost savings plan. The company is also close to
completing the sale of its poor performing Maine Energy waste-to-
fuel plant, thereby removing this cash flow draining asset and
modestly improving overall margins. The recently completed
financing effort, including sale of about a net $121 million
subordinated bonds (at net interest rates measurably lower than
existing debt) and about $43 million of net new equity, coupled
with about $29 million of revolver draw, funded the retirement of
$193 million (including fees) 11% second lien bonds due in 2014 as
well as modestly reduce balance sheet leverage, improve interest
coverage, and aid the company's efforts to approach break-even
results.

Completion of the Maine Energy sale and measurable margin
improvement could result in a change in the outlook to stable over
the next six months. Over the coming months, failure to improve
operating performance could result in downward rating momentum.

The principal methodology used in rating Casella Waste Systems was
the Solid Waste Management Industry Methodology published in
Februrary 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.

Casella, based in Rutland Vt., collects and disposes of municipal
solid and construction waste, specialty waste primarily from
energy drilling activities, and collects, processes and sells
recyclable waste. Revenue for the twelve months ending July 2012
was $475 million.


CENGAGE LEARNING: Moody's Cuts CFR to 'Caa3'; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Cengage Learning
Acquisitions, Inc.'s Corporate Family Rating (CFR) to Caa3 from
Caa1, Probability of Default Rating (PDR) to Caa3 from Caa2,
speculative-grade liquidity rating to SGL-4 from SGL-3, and
instrument ratings as detailed in the debt list below. The
downgrades reflects Moody's view that the sharp revenue and EBITDA
declines in Cengage's fiscal 2013 first quarter further complicate
the company's already difficult tasks of materially reducing its
very high leverage and addressing its significant $2.7 billion of
2014/2015 maturities, thereby elevating default risk. The rating
outlook is negative.

Cengage attributed the significant revenue and EBITDA decline to a
combination of market (continued textbook rental market inroads,
soft higher education enrollment particularly at career colleges,
adoption deferrals, and pressure on library funding) and company-
specific factors. Moody's believes the actions Cengage is
implementing to mitigate marketplace pressures and address
company-specific factors (such as improving channel partner
management and adjusting sales force incentives and training to
increase adoption of products that require students to utilize
digital solutions) will take time to implement and involve
execution risk. However, Cengage's approaching maturities and
near-term pressures on the higher education market provide limited
flexibility to execute a turnaround and materially reduce
leverage.

An increase in Cengage's secured debt-to-EBITDA ratio to 6.8x also
currently eliminates the company's capacity within the secured
debt ratio incurrence limits in its various debt agreements
(although some secured debt capacity remains within lien baskets)
and reduces cushion within the maximum 7.75x net secured debt
maintenance covenant in its credit facility. This along with
provisions such as the most favored nation pricing clause in
Cengage's credit facility will also make it difficult to address
maturities and maintain positive free cash flow after factoring in
the likely significant increase in cash interest costs.

Cengage is reportedly a bidder for McGraw-Hill Education (MHE),
although there are reportedly other potential bidders for the
company. A transaction with MHE would increase Cengage's scale in
the higher education business and likely be de-leveraging when
factoring in synergies. However, Moody's believes Cengage would
need to resolve its maturities issues as part of any proposed
financing for a MHE transaction, and this would be challenging
given the pressure on its business and its high secured and total
leverage.

Downgrades:

  Issuer: Cengage Learning Acquisitions, Inc.

     Corporate Family Rating, Downgraded to Caa3 from Caa1

     Probability of Default Rating, Downgraded to Caa3 from Caa2

     Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

     Senior Secured Bank Credit Facility, Downgraded to Caa2, LGD3
     - 37% from B2, LGD2 - 21%

     Senior Secured Regular Bond/Debenture (First Lien Notes),
     Downgraded to Caa2, LGD3 - 37% from B2, LGD4 - 65%

     Senior Secured Regular Bond/Debenture (Second Lien Notes),
      Downgraded to Ca, LGD5 - 85% from Caa3, LGD4 - 65%

     Senior Unsecured Regular Bond/Debenture, Downgraded to Ca,
     LGD6 - 92% from Caa3, LGD5 - 78%

Loss Given Default Updates:

     Senior Subordinated Regular Bond/Debenture, Changed to LGD6 -
     95% from LGD5 - 85% (no change to Ca rating)

Ratings Rationale

Cengage's Caa3 CFR reflects its very high debt-to-EBITDA leverage
(11.1x LTM 9/30/12 incorporating Moody's standard adjustments and
cash pre-publication costs as an expense), limited free cash flow
generation and elevated default risk due to the significant
refinancing risk associated with its 2014/2015 maturities. Cengage
has a good market position and broad range of product offerings in
higher education publishing. Moody's believe the company has
moderate growth prospects over the intermediate term and is
reasonably positioned to transition its revenue as higher
education publishing continues to shift to digital from print
formats. Cengage nevertheless faces multiple near-term operating
headwinds from market and company-specific issues. Moody's
believes earnings pressure and Cengage's high leverage reduce
flexibility to address the sizable $2.7 billion of remaining
2014/2015 maturities, creating elevated default risk. The maturity
on Cengage's $300 million 2017 revolver springs to April 2014 if
more than $400 million of the approximate $2.1 billion of 2014
term loans are outstanding as of that date and the maturity of the
company's $1.3 billion 2017 term loan springs to October 2014 if
more than $350 million of the remaining $404 million of 10.5%
senior unsecured notes are outstanding as of that date.

Moody's is reverting to a 50% mean family recovery rate assumption
given the sharp jump in debt-to-EBITDA leverage to 11.1x from 9.3x
(incorporating Moody's standard adjustments and cash pre-
publication costs as an expense) in the first quarter. This
results in a two-notch reduction in the CFR to the same Caa3 level
at which the PDR is placed.

The downgrade of Cengage's liquidity rating to SGL-4 from SGL-3
reflects weaker cash flow generation and higher risk of a covenant
violation over the next 12-15 months. Moody's believes cash
(approximately $57 million as of 9/30/12) and unused capacity
under the $300 million April 2017 revolver commitment provide
modest coverage of the approximate $36 million of required annual
term loan amortization, seasonal cash needs, and potentially
limited to negative free cash flow generation. The breadth of the
operating challenges contributing to the significant first quarter
earnings decline, as well as the time required and execution risks
associated with the company's turnaround plans make positive free
cash flow generation questionable over the next 12-15 months.
Moody's estimates that Cengage has an approximate 13% EBITDA
cushion within the maximum 7.75x net senior secured leverage
covenant in its credit facility (there are no step downs in the
covenant). However, there is greater uncertainty regarding
Cengage's ability to comply with the covenant over the next 12-15
months given the operating pressures and the company's possible
use of incremental secured debt to at least partially address its
unsecured debt maturities.

The negative rating outlook reflects the elevated risk of default
unless the company can reverse its weak operating performance and
refinance maturities.

Heightened near-term risk of default including through distressed
exchange transactions, or a reduction in the recovery assumption
could lead to downward pressure on the CFR, instrument ratings
and/or the PDR rating. Cengage's ratings could also be downgraded
if the company is unable to make de-leveraging progress or
generate and sustain comfortably positive free cash flow. A
weakening of liquidity would also pressure Cengage's ratings
including through such factors as significant revolver usage,
weaker or negative free cash flow, erosion of the covenant
cushion, or changes in the likely cost of refinancing.

An upgrade or a shift to a stable rating outlook is unlikely
unless the company is able to address its 2014/2015 maturities at
a manageable cost. If that were to occur, Cengage could be
upgraded if good operating execution leads to revenue and earnings
growth, consistent free cash flow generation and reduced leverage,
or the company de-levers through asset sales, an equity offering
or acquisitions.

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

Cengage, headquartered in Stamford, CT, is a provider of learning
solutions to colleges, universities, professors, students,
libraries, reference centers, government agencies, corporations
and professionals. Cengage publishes college textbooks and
reference materials, and supplements its print publications with
digital solutions. The company was acquired by funds managed by
Apax Partners and OMERS Capital Partners in a $7.3 billion
leveraged buy-out from Thomson Reuters Corporation in July 2007.
Revenue for the LTM ended September 30, 2012 was approximately
$1.8 billion.


CENTURY INDEMNITY: Fitch Affirms & Withdraws 'B-' IFS
-----------------------------------------------------
Following Fitch Ratings' standard review process, Fitch has
affirmed the ratings of ACE Limited and its subsidiaries.  The
Rating Outlook is Positive.

The rating actions reflect ACE's continued strong operating
performance, balance sheet and financial flexibility, and diverse
sources of revenues and earnings.  Partially offsetting these
positives is the effect of modestly rising accident-year combined
ratios and the effect of continued significant competition in the
company's chosen markets.

Fitch expects that ACE's insurance and reinsurance losses from
Hurricane Sandy will be more of an earnings event rather than a
capital event.  While the amount of loss is uncertain at this
early stage, Fitch anticipates the level to be manageable given
the company's diverse global book of business, strong
capitalization and operating performance with below average
catastrophe losses through the first nine months of 2012, and
conservative risk management.

ACE's operating performance is consistently strong, characterized
by low combined ratios with manageable catastrophe losses and
consistent favorable loss reserve development and stable
investment income.  The company has reported a combined ratio
under 100% for nine consecutive years.

The year-to-date combined ratio was 90.2% at Sept. 30, 2012
despite experiencing $147 million of pre-tax crop insurance losses
in the third quarter and $127 million of pre-tax catastrophe
losses including reinstatements through nine months ending 2012.
ACE reported a higher combined ratio of 95.3% for the same period
in 2011 due to $744 million of catastrophe losses.

ACE reported net income of $1.94 billion and operating income of
$2.1 billion for the first nine months of 2012, up from $805
million and $1.7 billion, respectively, for the same period in
2011.  The increase in net income was largely due to reduced
catastrophe losses and a shift in realized investment losses
primarily related to mark to market accounting in ACE's life
reinsurance segment.

ACE has steadily grown its ordinary shareholders' equity with
solid earnings.  As a result, shareholders' equity has increased
by over 50% since year-end 2007 and 11% since year-end 2011 to $27
billion through Sept. 30, 2012.  Tangible equity has grown in
conjunction with the growth in shareholders' equity and has more
than tripled since 2001.  Fitch also notes that ACE, unlike many
of its peers, has not repurchased a material amount of shares
during the current soft market other than to partially offset
potential dilution related to share-based compensation plans.  No
shares were repurchased during the third quarter of 2012.

Additionally, Fitch has affirmed and withdrawn Century Indemnity
Company's (Century) Insurer Financial Strength (IFS) rating.  The
rating of the ACE subsidiary is no longer considered by Fitch to
be relevant to the agency's coverage.  Fitch's rating on Century
reflects Fitch's view that the company's importance to ACE is
limited due to its run-off status and thin capitalization.
Century maintains inactive operations largely consisting of
asbestos and environmental (A&E) reserves that are in run-off.

Key rating triggers that may lead to an upgrade include continued
strong operating performance with a combined ratio consistently
under 95%, continued stockholders' equity growth, and maintaining
a track record of successful acquisition execution while managing
financial leverage to under 25% total debt to capital and run-rate
leverage at or under 20%.  Fitch expects operating earnings-based
interest and preferred dividend coverage to remain at or above
10x, and for ACE's retention ratio (net premium written to gross
premium written) to increase over time to be more in line with
higher-rated peers.

Key rating triggers that may lead to a downgrade include a
sustained material deterioration in operating performance such
that the combined ratio is consistently unprofitable at over 100%,
a significant reduction in stockholders' equity that is not
recovered in the near term, and financial leverage consistently
over 30%.

Potential for future acquisitions and the associated integration
risks and company profile changes could lead to pressure on the
ratings, depending on the acquisition details.

Fitch has affirmed the following ratings:

ACE Limited

  -- Issuer Default Rating (IDR) at 'A+'.

ACE INA Holdings Inc.

  -- IDR at 'A+';
  -- $500 million senior notes due 2014 at 'A';
  -- $450 million senior notes due 2015 at 'A';
  -- $700 million senior notes due 2015 at 'A';
  -- $500 million senior notes due 2017 at 'A';
  -- $300 million senior notes due 2018 at 'A';
  -- $500 million senior notes due 2019 at 'A';
  -- $100 million senior debentures due 2029 at 'A';
  -- $300 million senior notes due 2036 at 'A'.

ACE Capital Trust II

  -- $300 million capital securities due 2030 at 'BBB+'.

ACE American Insurance Company
ACE Bermuda Insurance Limited
ACE Fire Underwriters Ins. Company
ACE Insurance Company of the Midwest
ACE Property and Casualty Insurance Company
ACE Tempest Reinsurance Limited
Agri General Insurance Company
Atlantic Employers Insurance Company
Bankers Standard Fire & Marine Company
Bankers Standard Insurance Company
Combined Insurance Company of America
Combined Life Insurance Company of New York
Illinois Union Insurance Company
Indemnity Insurance Company of North America
Insurance Company of North America
Pacific Employers Insurance Company
Westchester Fire Insurance Company
Westchester Surplus Lines Insurance Company

  -- IFS at 'AA-'.

Fitch has affirmed and withdrawn the following rating:

Century Indemnity Company

  -- IFS at 'B-'.

The Rating Outlook is Positive.


CHG HEALTHCARE: S&P Assigns B Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level and
recovery ratings on Salt Lake City-based health care staffing
provider CHG Healthcare Services Inc. are unchanged after $25
million was shifted from the second-lien to the first-lien term
loan. The first-lien term loan, now $475 million, and $100 million
revolver are rated 'B', with a recovery rating of '3', indicating
our expectation for meaningful (50% to 70%) recovery in the event
of principal default. "The $190 million second-lien term loan is
rated 'CCC+', with a recovery rating of '6', indicating our
expectation for negligible (0 to 10%) recovery in the event of
principal default. We rate CHG Healthcare Services Inc.'s
corporate credit 'B'; the rating outlook is stable," S&P said.

"Our ratings on CHG Healthcare reflect its 'weak' business risk
profile, highlighted by its operating concentration in the highly
competitive health care staffing industry. This is partly offset
by the company's revenue growth of its locum tenens business,
which provides some stability against the variability of demand
and supply from its allied health and travel nurse segment. The
ratings also reflects CHG's 'highly leveraged' financial risk
profile, which takes into account our expectation of pro forma
adjusted debt leverage well over 7x following the leverage buyout
by its sponsors LGP and Ares," S&P said.

RATINGS LIST

CHG Healthcare Services Inc.

Corporate credit rating          B/Stable/--

$475 mil. first-lien term loan    B
  Recovery rating                 3

$100 mil. Revolver                B
  Recovery rating                 3

$190 mil. second-lien term loan   CCC+
  Recovery rating                 6


CLARE OAKS: CliftonLarsonAllen to Conduct Feasibility Study
-----------------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois to amend the amended order authorizing the
employment of CliftonLarsonAllen LLP as accountants.

As reported in the Troubled Company Reporter on Oct. 12, 2012, the
court entered an amended order authorizing Clare Oaks to employ
CliftonLarsonAllen LLP as accountants.  The bankruptcy judge
approved the original engagement letters with CLA and the
supplemental engagement letter.  The order also provides that CLA,
as accountants, will perform services effective retroactively to
Dec. 5, 2011.

The Debtor, in its supplemental motion, states that secured
creditors, Wells Fargo Bank, National Association, as Master
Trustee, and Sovereign Bank, N.A., have filed a Third Amended Plan
of Reorganization that contemplates a reorganization of the Debtor
via the issuance of Series 2012 Bonds and an exchange of Series
2006 Bonds for Series 2012 Bonds by the Series 2006 Bondholders.

In order to issue the Series 2012 Bonds, the Illinois Finance
Authority requires that the Debtor provide a feasibility study and
report regarding certain financial forecasts made by the Debtor.

In this relation, the Debtor proposes to amend the employment
order to approve an engagement letter  with CLA and to authorize
CLA to conduct the required feasibility study, including an
examination of the Debtor's financial forecast for the purpose of
issuing a report stating whether (1) the Debtor's financial
forecast is presented in conformity with applicable guidelines
established by the American Institute of Certified Public
Accountants, and (2) the Debtor's assumptions provide a reasonable
basis for its forecast.

The Debtor also request that the Court approve these rates:

  Professional             Hourly Rate    Hourly Rate in Original
  ------------             -----------    /First Supplemental
                                          Engagement Letters
                                          -----------------------
Gail Miller ?
  Engagement Partner           $325           N/A (new)
Mario McKenzie ?
  Concurring Partner           $355           N/A (new)
Chad Kunze ? Audit
  Advisory Partner             $295           Same
Chris Piche ? Quality and
  Technical Partner            $385           Same
John Richter ? Engagement
  Advisory Partner             $405           N/A (new)
Steve Kuhns ?
  Engagement Director          $240           N/A (new)
Tom Melchior ? Market
  Research Manager             $280           N/A (new)
Cynthia Schroer ? Market
  Research Senior              $195           N/A (new)
Lars Johnson ? Financial
  Analysis Manager             $240           N/A (new)
Jen Burkholder ? Financial
   Analysis Staff              $155           N/A (new)
Other CLA Consultants
  (Clinical, Nursing, Billing,
  etc.)                      $275 - $400      N/A (new)
Client Service
  Assistants                  $80 - $145      $80 - $105

CLA has provided a fee estimate of $110,000 for the feasibility
study services.  The Debtor requests that the amended employment
order authorize the Debtor to pay CLA up to an additional $110,000
in connection with the services described in the Second
Supplemental Engagement Letter.  CLA has acknowledged and
understands that its fees and reimbursement of its costs are
subject to review and approval by the Court.

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.

The Debtor intends to sell its Clare Oaks Campus to ER Propco Co,
LLC aka Evergreen for $16,000,000, subject to higher and better
offers.

The Debtor's Plan provides that bondholders are settling aside
some cash that could pay as much as 2.7% on $1.9 million in
unsecured debt.  For a projected 45% recovery, bondholders will
receive $40 million in new second-lien bonds that will pay
interest only at 4% for 15 years.  The Plan is scheduled for
confirmation on Oct. 25, 2012.

The report notes that emergence from Chapter 11 will be financed
by a $12 million first-lien secured loan provided by some of the
bondholders.


CLEARWATER DEVELOPMENT: EFO Financial Buys Brightwater Club
-----------------------------------------------------------
Led by prominent Dallas businessman and humanitarian Bill Esping,
EFO Financial Group, LLC recently acquired Clearwater Development,
Inc. and its property, the Brightwater Club.  Centered around an
18-hole championship golf course, the world-class residential and
recreational community allows residents and visitors alike to
experience the beauty and wilderness of the Vail Valley.

In April 2011, Clearwater Development, Inc. (CDI) defaulted on
$100 million in loans and declared Chapter 11 bankruptcy. As co-
founder and leader, Bill Esping was pleased that EFO Financial
Group, LLC gave CDI a debtor-in-possession (DIP) loan upon
bankruptcy.   After CDI failed to sell the property via an 11
U.S.C. Sec. 363 sale, EFO Financial Group, LLC recently foreclosed
on its lien.  As titleholder and having resolved all of the
property's debts, Esping's company will transfer the title to
subsidiary Gypsum Creek Holdings, LLC to seek disposition of the
asset.

Bill Esping noted that more than $65 million has been invested in
Brightwater Club's land, design, construction, and infrastructure.
With an original 535 home sites available on the world-class
property, 114 lot improvements and entitlements have added 225
more sites.  Sites at Brightwater have historically sold for
$350,000 to $700,000.

Located in the town of Gypsum in the Eagle River Valley near Vail,
Colorado, CDI's Brightwater Club provides world class recreation
and residences. The 963-acre property centers around its 18-hole
championship golf course, designed by world-renowned golf
architect Robert Trent "Bobby" Jones, Jr. and completed in 2008.

                         About Bill Esping

Bill Esping is an active real estate investor, having announced
the recent acquisition of two Austin Multifamily Properties:
Indigo and 95 Twenty.  Bill Esping is actively taking advantage of
improving real estate fundamentals, predicting appreciation that
outpaces other investments over the next few years.

Bill Esping leads EFO Financial Group, LLC, which specializes in
DIP lending and has successfully financed numerous companies and
properties across the country, including Aqua (Naples, FL: $26
million); Twin Eagles Golf and Country Club (Naples, FL: $6
million); Mi Arbolito (San Diego, CA: $4.2 million); Phoenix
Biocomposites, LLC (Minneapolis, MN: $3 million); Cypress Woods
Golf and Country Club (Naples, FL: $700,000); and Key West Brewery
(Key West, FL: $500,000).

                   About Clearwater Development

Clearwater Development, Inc., filed a Chapter 11 petition (Bankr.
D. Colo. Case No. 11-18725) in Denver on April 18, 2011.  The
Debtor said in a court filing it has properties worth $8,000,000,
constituting 50 finished single family home sites, 65 partially
finished family home sites, 225 entitled single family home sites,
completed 18 hole Robert Trent Jones Jr. golf course, completed 18
hole putting course, 25 acres of lakes, among others.  The
properties secure a $69,543,133 debt.


CONSOLIDATED COMMUNICATIONS: Moody's Rates New $515MM Loan 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$515 million senior secured term loan B for Consolidated
Communications Inc. All other ratings including the B1 Corporate
Family Rating (CFR) remain unchanged. The use of proceeds is
expected to refinance the $467 million term loan that matures in
December 2014, repay $35 million drawn under its $50 million
revolver, and fees and expenses for the transaction. The
transaction will extend its term loan maturity from December 2014
to 2018 and increase revolver availability that was drawn to close
the SureWest acquisition. Interest expenses are expected to rise
as the rate on the new term loan is anticipated to be higher than
the L+250 spread on the existing term loan B.

A summary of the company's rating actions are listed below:

Issuer: Consolidated Communications, Inc.

  New $515 million Sr. Secured Term Loan B-3 due 12/31/18,
  Assigned Ba3 (LGD3, 34%)

  Corporate Family Rating, B1 Unchanged

  Probability of Default Rating, B1 Unchanged

  $50 million Sr. Secured Revolving Credit Facility due 6/8/16,
  Ba3 Unchanged (LGD3, 34% -increased from 32%)

  $467 million Sr. Secured Term Loan B due 12/31/14, Ba3 (LGD3,
  34% -increased from 32%) expected to be withdrawn upon
  completion

  $406 million Sr. Secured Term Loan B-2 due 12/31/17, Ba3
  Unchanged (LGD3, 34% -increased from 32%)

  $300 million Sr. Unsecured Notes due 6/1/20, B3 Unchanged (LGD5,
  87% -increased from 86%)

  Outlook, Stable

Rating Rationale

Consolidated's B1 CFR reflects continued access line losses from
its high margin legacy telecommunications segment, intense
competition from cable, wireline, and wireless operators, and its
aggressive financial policy of paying out free cash flow as
dividends. Also incorporated into the rating is the high leverage
of 4.7x (pro-forma for the SureWest acquisition and including
Moody's standard adjustments) as of Q3 2012 and expectations that
it will not improve in the near term as its high dividend payment
policy limits free cash flow available for future debt repayment.
The decline in its legacy access lines will necessitate a
continued focus on cost savings in order to maintain EBITDA
margins. Consolidated will continue to be susceptible to changes
in USF payments that could impact earnings given the high margins
of this revenue stream. Revenues may also suffer modestly from the
potential loss of the Illinois Department of Corrections contract.

The rating is supported by EBITDA margins in the mid 40% range
(including dividends received from its wireless investments) and
good cash flow (prior to dividend payments and capex spend).
Following the SureWest acquisition, the company benefits from
diversified operations in five different regions, improved scale,
cost saving opportunities, and increased exposure to broadband
services as well as an advanced fiber network that have more
stable revenue prospects. Enhanced VOIP, IPTV, and broadband
services also offer the potential to sell double or triple play
packages that could reduce churn rates and diversify its revenue
stream away from traditional access lines. However, these services
have lower margins and subject the company to potentially higher
TV programming expenses compared to larger competitors, and expose
Consolidated to potential new internet based TV offerings.

Moody's continues to characterize Consolidated's liquidity as
good, as reflected by its SGL-2 speculative grade liquidity
rating. Meaningful internal liquidity sources (pre-dividend and
capex), a $50 million revolver that is expected to be undrawn pro-
forma for the transaction, and the absence of near term maturities
support the company's liquidity profile. Higher interest expenses
from the anticipated refinancing of the Term Loan B will be
partially offset by the maturity of some interest rate swaps in Q4
2012 and Q1 2013. However, higher capex spend of approximately
$110 to 115 million following the SureWest acquisition is expected
to weaken free cash flow levels as is the high dividend payout
ratio which is anticipated to lead to minimal debt repayment in
the near term. While we anticipate capex levels will decline
slightly over time, it will remain well above historical levels of
$42 million in 2010 and $43 million in 2011 prior to the SureWest
transaction. The dividend payment amount increased from $46
million annually to $62 million due to the increase in the number
of shares following the SureWest acquisition that was partially
funded with equity.

The company is subject to a restricted payment test that prevents
dividends if leverage exceeds 5.1x and is also subject to a total
net leverage test of 5.25x and an interest coverage test of 2.25x
for the life of the loan. Moody's expects the company to remain
well within its compliance requirements over the next 12 to 18
months. As of Q3 2012, the covenant calculated total net leverage
ratios was 4.27x and the interest coverage ratios was 4.37x. The
company also is expected to have the ability to issue $300 million
of incremental term loans that could be used for future
acquisitions.

Moody's rates the first lien bank debt Ba3, one notch higher that
the Corporate Family Rating. The first lien facility consists of a
$50 million revolving credit facility due June 2016 and a $921
million term loan (which includes the proposed $515 million term
loan B-3 due December 2018 and a $406 million term loan B-2 due
December 2017). First lien lenders benefit from a pledge of stock
and security in assets of all subsidiaries, with the exception of
the regulated subsidiary that holds the ILEC assets of
Consolidated in Illinois. However, lenders do have a pledge of the
stock of the excluded subsidiary. The $300 million 10.875% senior
note is rated B3 given its subordinated position in the capital
structure with material amounts of senior secured debt ahead of
the notes.

The stable outlook incorporates expectations for relatively flat
to slightly negative revenues, continued modestly positive free
cash flow (after dividends and capex), a stable leverage profile,
and EBITDA margins above 40%.

Upward rating pressure could ensue if there was a deleveraging
transaction followed by a greater commitment to debt reduction and
a stabilization in revenue that reduced leverage below 3.25x
(including Moody's standard adjustments) on a sustained basis.

An acceleration in revenue decline or EBITDA margins prompted by
increased pressure on its core business line or a leveraging
transaction that increased leverage above 5.25x (including Moody's
standard adjustments) would put downward pressure on the ratings.

The principal methodology used in rating Consolidated
Communications Inc. was the Global Telecommunications Industry
Methodology published in December 2010 and Moody's Loss Given
Default 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.

Consolidated Communications Holdings, Inc. provides communications
services, including local and long distance telephone, high-speed
Internet access and television, to residential and business
customers in Illinois, Texas and Pennsylvania.  The SureWest
Communications acquisition which closed in July 2012 expands its
operations to markets in the Kansas City and Sacramento region.
The company maintains headquarters in Mattoon, IL, and its LTM
revenue is approximately $437 million as of Sept. 30, 2012.


CONSOLIDATED COMMUNICATIONS: S&P Rates $515-Mil. Term Loan 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to rural local exchange carrier
(RLEC) Consolidated Communications Inc.'s proposed $515 million
senior secured term loan due 2018. "The '2' recovery rating
indicates our expectation for substantial (70% to 90%) recovery
for lenders in the event of payment default. Our 'B+' corporate
credit rating on the parent company, Consolidated Communications
Holdings Inc., is unchanged. The outlook is stable," S&P said.

"The proposed refinancing extends debt maturities and modestly
benefits liquidity, which we now view as 'adequate'. We expect the
company to use proceeds from the new term loan to refinance its
existing $467 million term loan B due 2014, and repay $35 million
of outstanding borrowings under its $50 million revolving credit
facility due 2016," said Standard & Poor's credit analyst Michael
Altberg. "Because there is only a minimal effect on debt leverage,
our financial risk assessment remains 'aggressive.' Our business
risk assessment on Consolidated is 'weak'. Similar to industry
peers, the company faces competition from wireless substitution
and cable operators, which are bundling telephone with high-speed
data (HSD) and video services and increasingly targeting smaller
business customers. Other business risks include likely declining
revenue from federal and state subsidies over the next few years.
Tempering factors include increased revenue from HSD and video
subscribers following the acquisition of SureWest, relatively
strong EBITDA margins, and stable distributions from its wireless
partnerships."

"Consolidated Communications is a midsize RLEC providing a wide
range of communications services to residential and business
customers in Illinois, Texas, and Pennsylvania. On July 2, 2012,
the company completed the acquisition of cable overbuilder and
incumbent operator SureWest, which serves markets in California
and Kansas. As of Sept. 30, 2012, the combined company had about
105,000 video subscribers, 402,000 voice access lines, and 247,000
data customers," S&P said.

"The relative predictability of the company's business, as well as
growth potential in data and video services, provides stability
for the rating over the next 12 months. However, if the combined
company's access line losses materially accelerate from current
levels, we could lower the rating, particularly if this results in
leverage rising above the low-5x area. In addition, lower dividend
distributions from the wireless partnerships could lead to
leverage exceeding the low-5x area, which could prompt a
downgrade," S&P said.

"While we consider it unlikely in the near term, if Consolidated's
IPTV efforts, including deployments in the SureWest markets,
contribute to significantly lower access-line losses despite
economic and competitive pressures, we could raise the rating.
Such a scenario would also require meaningful leverage reduction
to the 3x area," S&P said.


CONSTRUCTORA DE HATO: Has Until Nov. 30 to Propose Ch. 11 Plan
--------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico extended until Nov. 30, 2012, Constructora
De Hato Rey Incorporada's time to file a Chapter 11 Plan and an
explanatory Disclosure Statement.

San Juan, Puerto Rico-based Constructora De Hato owns parcels of
land in Puerto Rico with an aggregate value of $1.82 million.  It
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-02876-11)
in Old San Juan, Puerto Rico, on April 13, 2012.  The petition was
signed by Waldemar Carmona Gonzalez, president.  The Debtor is
represented by Charles Alfred Cuprill, Esq., at Charles A.
Curpill, PSC Law Office, in San Juan.  Luis R. Carrasquillo & Co.,
PSC, serves as financial consultant.  In its amended schedules,
the Debtor disclosed $10,701,724 in assets and $6,847,693 in
liabilities.


DEWEY & LEBOEUF: Creditors Seek Right to Sue Ex-Directors
--------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the official
committee of unsecured creditors in Dewey & LeBoeuf LLP's
bankruptcy sought permission Monday from a New York bankruptcy
judge to prosecute and settle breach of fiduciary duty claims on
behalf of the debtor's estate against three former executives.

According to the motion, Bankruptcy Law360 relates, Dewey itself
has consented to the committee winning derivative standing to
pursue those claims against former Dewey chairman Steven Davis and
former executive directors Steven DiCarmine and Joel Sanders "in
order to protect the interests of the debtor's estate and its
creditors."

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Committee Asks for Leave to Prosecute Claims
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Dewey & LeBoeuf
LLP asks the U.S. Bankruptcy Court for the Southern District of
New York to grant it leave, standing and authority to prosecute
and, if appropriate, settle certain meritorious claims against the
Debtor's former management team: Steven Davis, the Debtor's former
Chairman; Steven DiCarmine, the Debtor's former Executive
Director; and Joel Sanders, the Debtor's former Chief Financial
Officer, for, among other things, breaches of their fiduciary
duties to the Firm and its creditors.

The Debtor consents to the Committee's proposal.

According to papers filed with the Court, not granting the
Committee standing to prosecute the claims against the Defendants
could impair the estate's ability to maximize its recovery against
$50 million of aggregate insurance coverage under the Firm's Law
Firm Management Liability and Company Reimbursement Insurance
Policy and two related excess policies, as a complaint brought
directly by the Debtor may be subject to the so-called "insured
versus insured" exclusions set forth in the Policies.  The
Committee told the Court that it would not be subject to such a
defense to coverage.

According to the Committee, instead of properly exercising their
fiduciary duties, the Defendants grossly mismanaged the Firm and
engaged in rampant self-dealing that caused, ultimately, the
Firm's demise.  "Examples of the Defendants mismanagement giving
rise to colorable claims include: (i) their over-distribution of
the Firm's available cash to select partners; (ii) their abusive
reliance on guarantee agreements (approximately 130 partners had
some form of guarantee for 2011 and/or 2012) that bore no economic
rationality; and (iii) their concealment of the Firm's true
financial condition from its partners, employees and creditors",
the Committee said.

The Committee says that Defendants' actions were motivated by
greed.  As alleged in the motion, the Defendants engaged in
reckless conduct with the Firm's assets in an effort to maintain
their lucrative above-market compensation packages
(over $7 million within one year of the Petition Date) and their
actions bled the Debtor dry of cash.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: GEAM Has Relief from Stay to Implement Setoff
--------------------------------------------------------------
Dewey & LeBoeuf LLP and GE Asset Management Incorporated have
entered into a Stipulaton and Agreed Order granting GEAM relief
from the automatic stay to set off mutual prepetition claims.

Prior to the Petition Date, the Debtor provided legal services to
GEAM.  As of the Petition Date, the Debtor owed GEAM the sum of
$362,171, as acknowledged by the Debtor in Schedule "F" to
Debtor's schedules of assets and liabilities filed with the
Bankruptcy Court on July 26, 2012.

As of the Petition Date, GEAM owed the Debtor the sum of $686,025
for legal services rendered by the Debtor, as billed to GEAM under
client number 070200.

As agreed, within 10 calendar days following Bankruptcy Court
approval, GEAM will effectuate the Setoff and pay the Remaining
GEAM Obligation of $323,854 to the account specified in writing by
the Debtor

A copy of the Stipulation is available at:

             http://bankrupt.com/misc/dewey.doc630.pdf

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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




DIALOGIC INC: Postpones Applications of Financial Covenants
-----------------------------------------------------------
Dialogic Corporation entered into a Second Amendment to the Third
Amended and Restated Credit Agreement with Obsidian, LLC, Special
Value Expansion Fund, LLC, Special Value Opportunities Fund, LLC,
and Tennenbaum Opportunities Partners V, LP, as lenders.  Dialogic
entered into a Nineteenth Amendment relating to the credit
agreement, dated as of March 5, 2008, as amended, with Wells Fargo
Foothill Canada ULC, as administrative agent, and certain lenders.

Pursuant to the Second Amendment, the financial covenants in the
Term Loan Agreement, including the minimum EBITDA and the minimum
liquidity covenants, were amended to postpone the application of
the financial covenants.  Previously the financial covenants would
have commenced in the fiscal quarter ending March 31, 2013, and
under the terms of the Second Amendment they will commence in the
fiscal quarter ending June 30, 2013.

Pursuant to the Nineteenth Amendment, the Revolving Credit
Agreement was also amended to postpone the application of the
financial covenants from the fiscal quarter ending March 31, 2013,
to the fiscal quarter ending June 30, 2013, provided that the
average amount of availability plus any unencumbered cash held by
Dialogic Corporation or any Guarantor for the 30-day period
immediately preceding the end of a fiscal quarter exceeds
$2,500,000.  The Revolving Credit Agreement was also amended to
reduce the Borrowing Base by an availability block in the amount
of $250,000 at all times from the Nineteenth Amendment Effective
Date through compliance with the financial covenants for the
period ending June 30, 2013.  In addition the definition of
Triggering Event in the Revolving Credit Agreement was amended to
add as of any date of determination, that Qualified Cash is at any
time less than $2,500,000.

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

                        http://is.gd/D7lhBX

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

                        http://is.gd/BRjckL

                           About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$140.76 million in total assets, $188 million in total
liabilities, and a $47.23 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.


DIALOGIC INC: Incurs $290,000 Net Loss in Third Quarter
-------------------------------------------------------
Dialogic Inc. reported a net loss of $290,000 on $42.39 million of
total revenue for the three months ended Sept. 30, 2012, compared
with a net loss of $13.09 million on $47.42 million of total
revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $33.10 million on $122.05 million of total revenue, in
comparison with a net loss of $45.64 million on $148.07 million of
total revenue for the same period a year ago.

The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$126.69 million in total assets, $140.69 million in total
liabilities, and a $13.99 million total stockholders' deficit.

"Dialogic is pleased to report that the organizational,
operational and financial initiatives that have been implemented
over the past four quarters are starting to yield better results
across key dimensions of our business," said Kevin Cook, President
and CEO.  "We are encouraged that our Next-Gen portfolio achieved
double digit sequential revenue growth.  In addition, we recorded
the lowest quarterly non-GAAP operating expenses and the highest
adjusted EBITDA for 2012."

"Our customers continue to reinforce that we are uniquely enabling
the integration and delivery of complex video, voice and data
services across legacy and Next-Gen IMS/LTE networks," added Cook.
"Throughout the quarter, we demonstrated success in turning up new
Next-Gen networks with our ControlSwitch system, enhancing
existing networks with our BorderNet session border controllers
and expanding the capacity of severely constrained networks with
our Session Bandwidth Optimization portfolio.  The company's
ability to address the breadth of customer opportunities served us
well."

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

                        http://is.gd/I2Zsx2

                          About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

                        Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.


DIGITAL DOMAIN: Bankruptcy Judge Approves Asset Sale
----------------------------------------------------
Ama Sarfo at Bankruptcy Law360 reports that U.S. Bankruptcy Judge
Brendan L. Shannon on Thursday approved an auction date and bid
procedures for Digital Domain Medial Group Inc. to sell its rights
to certain movies and property, some of which are disputed by The
Walt Disney Co. and Marvel Entertainment LLC.

Bankruptcy Law360 relates that Judge Shannon greenlighted DDMG,
creator of digital effects for films such as "Titanic" and
"Transformers," to auction its assets beginning Nov. 28, but
preserved the rights of objectors, including Disney and Marvel, to
dispute the sales.

                       About Digital Domain

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

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

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

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

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

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

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


EASTMAN KODAK: Escapes Potential Investors Class Action
-------------------------------------------------------
Beth Winegarner at Bankruptcy Law360 reports that Kodak and its
directors skirted a potential class action Thursday in New York
federal court when a judge ruled that the investor suing the
camera giant failed to prove that its leaders intentionally hid
plans to file for bankruptcy.

U.S. District Judge Harold Baer agreed that investor Timothy
Hutchinson had failed to show that Kodak CEO Antonio Perez, Chief
Operating Officer Philip Faraci and Chief Financial Officer
Antoinette McCorvey knew about Kodak's bankruptcy plans sooner
than they were made public, or that they intentionally deceived
investors, Bankruptcy Law360 relates.

                        About Eastman Kodak

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

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

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

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

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

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

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


ELDORADO GOLD: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
corporate credit rating, and stable outlook, to Vancouver-based
gold producer Eldorado Gold Corp.

At the same time, Standard & Poor's assigned its 'BB' issue-level
rating to the company's US$500 million senior secured notes.  It
understands that the proceeds from the unsecured notes will be
used for general corporate purposes including helping fund
Eldorado's growth plans in the next few years.

"The rating on Eldorado reflects what we view as the company's
credit strengths, which include its low pro forma debt levels,
better-than-average cost position, strong credit measures amid
high contemporary metals prices, and expanding production
profile," said Standard & Poor's credit analyst George Economou.
"These strengths are somewhat offset, we believe, by the company's
exposure to volatile commodity prices, limited operating
diversity, and the execution risks surrounding its collection of
growth projects, " Mr. Economou added.

Eldorado operates five gold mines in Turkey and China, a
polymetallic mine in Greece, and an iron ore mine in Brazil. The
company is developing multiple gold projects within its existing
operating regions, as well as in Romania.

"The stable outlook reflects our view that Eldorado's low-cost
production base should support steady funds from operations (FFO)
generation as well as help maintain adequate liquidity in a
multiyear period of heightened capital spending. Assuming gold
prices remain consistent with our base case operating scenario, in
the next several years we expect the company to generate a rolling
12-month FFO of about US$400 million with an adjusted FFO-to-debt
ratio above 70%," S&P said.

"We could lower the rating if Eldorado's mining costs and gold
prices meaningfully deteriorate to levels where negative free
operating cash flow rapidly escalates, straining the company's
adequate liquidity position. This could occur if the company's
gold margins shrink to less than US$600 per ounce and capital
spending costs meaningfully escalate, driving adjusted FFO to debt
below 50%, likely causing free cash burn above US$700 million in
2013," S&P said.

"A positive rating action is unlikely through next year, given the
execution risks surrounding the concurrent development of multiple
growth projects. However, one could occur if the company makes
faster-than-expected construction progress on its development
projects while maintaining its significant financial risk
profile," S&P said.


ELEGANT SURFACES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Elegant Surfaces, a California corporation
        551 Carnegie Street
        Manteca, CA 95337

Bankruptcy Case No.: 12-39700

Chapter 11 Petition Date: November 8, 2012

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: David C. Johnston, Esq.
                  JOHNSTON & JOHNSTON LAW CORP.
                  627 13th Street, Suite E
                  Modesto, CA 95354
                  Tel: (209) 579-1150

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 John Polimeno, president.


ELPIDA MEMORY: At Odds With Bondholders on U.S. Court Role
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Japan's Elpida Memory Inc. and an ad hoc
bondholder group both rely on the same law, they take
diametrically different positions on whether the U.S. Bankruptcy
Court has any meaningful role to play in the sale of company
assets located in the U.S.

According to the report, pointing to Chapter 15 of the U.S.
Bankruptcy Code, where it sought protection in March, Elpida
contends the bankruptcy judge in Delaware is "obliged" to approve
the sale of the principal assets to Micron Technology Inc. because
the Japanese court already has done so.

The report relates the bondholders, by contrast, see Chapter 15 as
requiring Elpida to show the bankruptcy judge "a sound business
justification for the sale." Chapter 15 is the part of U.S.
bankruptcy law governing bankruptcies principally conducted in
another country.

The bondholders, the report notes, argue that Elpida wants the
U.S. court to be a rubber stamp and thus avoid disclosure of "bad
facts and harmful testimony that has already been elicited through
limited discovery that has taken place to date."

In Elpida's case, the U.S. judge previously decided that Japan was
home to the so-called foreign main proceeding.  The finding
automatically halted creditor actions in the U.S. and affords the
Delaware judge an ability to assist the court in Tokyo.

In papers filed Nov. 13, the bondholders point to Section 1520 of
the Bankruptcy Code and interpret it to mean Elpida must make
basically the same showing that would be required of a U.S.
company before being authorized to sell property.  Also looking at
Section 1520 and other provisions, Elpida filed papers taking the
opposite view and contending that the U.S. court must approve the
sale because it was approved by the Japanese court in July after a
"rigorous auction process."  Elpida said the U.S. court can block
the sale of U.S. assets only if it's "manifestly contrary to
public policy of the U.S."

The briefs filed Nov. 13 will enable the Delaware judge to choose
what standard to apply in deciding to approve the sale of Elpida
assets located in the U.S.  His ruling will also apply to the sale
of certain patents to Rambus Inc.

                        About Elpida Memory

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

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

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


ELPIDA MEMORY: Nanya Drops ITC Patent Suit
------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Nanya Technology
Corp. on Friday asked the U.S. International Trade Commission to
toss its investigation into insolvent Elpida Memory Inc. over four
dynamic random access memory patents, in light of Micron
Technology Inc.'s proposed acquisition of Elpida.

Because Micron has a license to the patents at issue, Nanya said
it has good cause to terminate the case, which is still in the
pre-hearing phase, Bankruptcy Law360 says.

                        About Elpida Memory

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

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

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


EMERALD COAST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Emerald Coast Hospitality, LLC
        2905 Piedmont Road, NE, Suite C
        Atlanta, GA 30305

Bankruptcy Case No.: 12-78261

Chapter 11 Petition Date: November 8, 2012

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

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108
                  E-mail: geeslingm@aol.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb12-78261.pdf

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


EVANS OIL: Borrows $500,000 to Purchase Fuel From Chevron
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Evan Oil Company, LLC, et al., to obtain senior secured
postpetition financing in the amount of $500,000 from Fifth Third
Bank to fund the Debtors' purchase of fuel from Chevron pursuant
to a direct advance from Fifth Third to Chevron.

The DIP Financing will have a fixed rate of 3%.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant replacement liens on
all of Debtors' cash and cash collateral, not including the
31 vehicles subject to the security interest of Naples Lending
Group, L.C., and superpriority administrative expense claim
status.

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

Fifth Third Bank failed in its bid for appointment of a Chapter 11
trustee to replace management.

Soneet Kapila was appointed by the bankruptcy judge as facilitator
effective on May 10, 2012 for Evans Oil.  All due diligence
regarding any plan of reorganization or any sale of the Debtors'
assets will be facilitated by Mr. Kapila until the earlier of
consummation of a sale of all or substantially all of the assets,
or (2) confirmation of a plan of reorganization.

Philip V. Martino is appointed as Chapter 11 trustee for the
Debtors.

The Court authorized, on a final basis, the sale of assets to
Florida Petroleum Company, the highest and best bidder.  On
Sept. 27, Soneet Kapila, the Court-appointed chief restructuring
officer and interim manager of the Debtors, informed the bidders
that no bids meeting the undisclosed reserve amount were received.


EVANS OIL: Naples Lending Wants to Foreclose Rolling Stock
----------------------------------------------------------
Naples Lending Group, L.C., asks the U.S. Bankruptcy Court for the
Middle District of Florida for authorization to secure its
interest in 31 vehicles owned by Evan Oil Company, LLC, et al.

Naples also intends to exercise any of its rights and remedies
related to the rolling stock, including, but not limited to its
rights to foreclose upon the rolling stock, whether judicially or
non-judicially.

Naples holds a first-priority security interest in rolling stock
to secure the loan that matured in December 2011 and remains
unpaid.

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on
Jan. 30, 2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

Fifth Third Bank failed in its bid for appointment of a Chapter 11
trustee to replace management.

Soneet Kapila was appointed by the bankruptcy judge as facilitator
effective on May 10, 2012 for Evans Oil.  All due diligence
regarding any plan of reorganization or any sale of the Debtors'
assets will be facilitated by Mr. Kapila until the earlier of
consummation of a sale of all or substantially all of the assets,
or (2) confirmation of a plan of reorganization.

Philip V. Martino is appointed as Chapter 11 trustee for the
Debtors.

The Court authorized, on a final basis, the sale of assets to
Florida Petroleum Company, the highest and best bidder.  On
Sept. 27, Soneet Kapila, the Court-appointed chief restructuring
officer and interim manager of the Debtors, informed the bidders
that no bids meeting the undisclosed reserve amount were received.


EVANS OIL: Wants to Surcharge Fifth Third Bank's Collateral
-----------------------------------------------------------
Evans Oil Company, LLC, et al., ask the U.S. Bankruptcy Court for
the Middle District of Florida to direct Fifth Third Bank to
establish an escrow account to be funded by Fifth Third's sale
proceeds generated in the Revised Florida Petroleum Company (FPC)
transaction for the payment of allowed administrative claims upon
confirmation of a plan of liquidation.

On Sept. 28, 2012, Fifth Third reached a new agreement with FPC to
sell all of the Debtors' assets, including assets that Fifth Third
did not have any interest in, for $10.5 million.

According to the Debtors, ultimately the Debtors' assets will be
sold as a going concern.  Without the goods and services provided
by the administrative claimants, including the professionals,
Fifth Third only would have been able to recover the liquidation
value, at best, of its collateral.  Because the administrative
claimants preserved substantial value for the direct benefit of
Fifth Third, which never sought relief from the automatic stay,
the Court must surcharge Fifth Third's sale proceeds to ensure
that the allowed administrative claims of the cases are paid in
full.

As of the date of the motion, the total amount of administrative
expense claims in the cases is $6.4 million or $3.4 million if FPC
assumes the Chevron trade payable.

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

Fifth Third Bank failed in its bid for appointment of a Chapter 11
trustee to replace management.

Soneet Kapila was appointed by the bankruptcy judge as facilitator
effective on May 10, 2012 for Evans Oil.  All due diligence
regarding any plan of reorganization or any sale of the Debtors'
assets will be facilitated by Mr. Kapila until the earlier of
consummation of a sale of all or substantially all of the assets,
or (2) confirmation of a plan of reorganization.

Philip V. Martino is appointed as Chapter 11 trustee for the
Debtors.

The Court authorized, on a final basis, the sale of assets to
Florida Petroleum Company, the highest and best bidder.  On
Sept. 27, Soneet Kapila, the Court-appointed chief restructuring
officer and interim manager of the Debtors, informed the bidders
that no bids meeting the undisclosed reserve amount were received.


FERRY HOUSE: Owner Reopens Restaurant After State's Seizure
-----------------------------------------------------------
Philip Sean Curran at the Princeton Packet reports that Chef Bobby
Trigg reopened his Ferry House restaurant on Witherspoon Street
last month after the state seized the property in October amid his
failure to pay more than $300,000 in taxes.

According to the report, Mr. Trigg, speaking in a phone interview,
expressed excitement at being back in business.  The Ferry House
reopened on Oct. 26, although super storm Sandy temporarily closed
him again, Mr. Trigg said.

The report relates Andrew Pratt, a spokesman for the state
Division of Taxation, would not discuss whether Mr. Trigg repaid
any of the more than $310,000 in legal judgments for back taxes.

The report adds state tax authorities said in October that they
had seized Mr. Trigg's property for the first time in October 2011
for his failure to pay taxes.  The case was held up, while Ferry
House Inc. filed a petition in federal bankruptcy court.

According to the report, when the first bankruptcy filing was
dismissed, the state said it had resumed its collection efforts.
Ultimately, authorities seized the property again last month.

The report relates Mr. Trigg admitted he had "spread myself too
thin" with other business ventures that included buying the
Peacock Inn in 2007 with a business partner, only to later sell
his shares.  He said those other ventures caused him not to pay
attention to what "was happening at Ferry House," the restaurant
he had opened to rave reviews originally in Lambertville in 1992.

The Ferry House, Inc., is located in 32 Witherspoon Street,
Princeton, New Jersey.  The Company filed for Chapter 11
protection (Bankr. D. N.J. Case No. 12-35718) on Oct. 23, 2012.
Scott E. Kaplan, Esq., represents the Debtor.  The Debtor listed
assets of less than $50,000 and debts of between $100,000 and
$500,000.


FIFTY BELOW: ARI Acquires Retail Division Assets
------------------------------------------------
ARI Network Services, Inc., disclosed that the U.S. Bankruptcy
Court, District of Minnesota, approved the sale of the retail
division assets of Fifty Below Sales & Marketing, Inc. to ARI's
wholly-owned subsidiary.  The retail division of 50 Below is a
leading provider of eCommerce websites in the powersports,
automotive tire & wheel aftermarket, medical equipment and pool
and spa industries. The transaction is expected to close in the
month of November.

"This acquisition is consistent with our strategy to grow the
business organically and through strategic acquisitions.  The
addition of 50 Below's retail services employees and customers
will help to accelerate our entry into new, high-growth markets,
including the automotive aftermarket, specifically automotive tire
& wheel dealers," said Roy W. Olivier, CEO and President of ARI.
"The combination of 50 Below's retail division with ARI's team,
unparalleled catalog of enriched manufacturer and aftermarket
content, as well as our award-winning products, will be powerful.
50 Below's technology and focus strengthens ARI's position in
these markets and is consistent with our mission to help our
customers sell more product."

ARI has nearly a 20-year history of supporting the powersports
industry and providing dealers, distributors and manufacturers
with innovative solutions that help drive service and sales.
"This acquisition not only positions ARI as the premier provider
of dealer websites in the powersports industry but also
establishes ARI as one of the largest providers of equipment
dealer websites more broadly," added Olivier.  "In addition it
provides ARI with more than 2,000 dealer websites in the
automotive tire & wheel industry and two new potential growth
opportunities in the medical equipment and pool and spa markets to
explore."

"50 Below's retail division powers more than 3,500 dealer
websites," said Darin Janecek, Chief Financial Officer at ARI.
"The division reported $10 million in revenue during the first
nine months of 2012 and we expect the acquisition should have a
significant positive impact on our top line.  These additional
revenues will allow us to further leverage our fixed cost
structure and significantly enhance EBITDA and earnings per
share."

According to Janecek, ARI plans on making the Duluth office the
center of its automotive and powersports operations. "It is our
intention to invest in the Duluth operations, leveraging the
experience of 50 Below's talented team who are ready to hit the
ground running with the support of a profitable and growing
business behind them."

                             About ARI

ARI Network Services, Inc. is a leader in creating, marketing, and
supporting software, software as a service ("SaaS") and data as a
service ("DaaS") solutions that enhance revenue and reduce costs
for our customers.

                         About Fifty Below

Fifty Below Sales & Marketing, Inc. filed a Chapter 11 petition
(Bankr. D. Minn. Case No. 12-50900) on Aug. 29, 2012 in Duluth
Minnesota.  Michael F. McGrath, Esq, at Minneapolis, in Minnesota,
serves as counsel to the Debtor.  The Debtor estimated up to
$50,000 in assets and up to $50,000,000 in liabilities.


FIRST DATA: Incurs $212 Million Net Loss in Third Quarter
---------------------------------------------------------
First Data Corporation 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 $212 million on $2.67 billion of
revenue for the three months ended Sept. 30, 2012, compared with a
net loss attributable to the Company of $53.9 million on
$2.73 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 $521.9 million on $7.92
million of revenue, in comparison with a net loss attributable to
the Company of $446.8 million on $8.02 billion of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$43.90 billion in total assets, $40.99 billion in total
liabilities, $66.6 million in redeemable noncontrolling interest,
and $2.84 billion in total equity.

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

                       http://is.gd/OGCPEI

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss of $336.10 million in 2011, a net
loss of $846.90 million in 2010, and a net loss of $1.01 billion
on $9.31 million in 2009.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIRST PLACE: Retains DRC as Ch. 11 Claims & Noticing Agent
----------------------------------------------------------
Donlin, Recano & Company, Inc. on Nov. 12 disclosed that it has
been retained to provide claims and noticing agent services in the
First Place Financial Corp. Chapter 11 case.

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.

Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com--
is a division of DF King Worldwide and a provider of claims,
noticing, balloting, solicitation and technology solutions.  King
Worldwide is a financial communications, proxy solicitation and
stakeholder management company, serving over 1,000 public company,
mutual fund family and private equity firm clients domiciled in
North America, Europe and Asia.

First Place Financial Corp. filed a bare-bones Chapter 11 petition
(Bankr. D. Del. Case No. 12-12961) in Delaware on Oct. 28 to sell
its bank unit to Talmer Bancorp, Inc., absent higher and better
offers.  The Debtor declared $175 million in total assets and
$65.6 million in total liabilities as of Oct. 26, 2012.  The
Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.


FISHER ISLAND: Hearing on Case Dismissal Continued Until Dec. 17
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
signed an agreed order continuing until Dec. 17, 2012, at
3:30 p.m., the hearing to consider, among other things, the
petitioning creditors' motion to dismiss the Chapter 11 case of
Fisher Island Investments, Inc., et al.

On Sept. 18, 2012, petitioning creditors, Solby+Westbrae Partners,
19 SHC, Corp., Ajna Brands, Inc., 601/1700 NBC, LLC, Axafina,
Inc., and Oxana Adler, LLM notified the Court that they had
withdrawn their respective petitions and further confirm that they
are not prosecuting or seeking an order for relief in the Debtors'
involuntary bankruptcy cases.

In this relation, the petitioning creditors request that the Court
dismiss their involuntary petitions and the bankruptcy cases.

                  About Fisher Island Investments

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases.  Greenberg
Traurig, P.A., serves as counsel for the examiner.


FLETCHER INT'L: Chapter 11 Trustee Wins Subpoena Power
------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Robert E. Gerber granted a request Friday by Fletcher
International Ltd.'s Chapter 11 trustee for authority to issue
subpoenas to former employees, officers and directors and other
parties in connection with his investigation into the debtor's
downfall.

Bankruptcy Law360 relates that Judge Gerber approved trustee
Richard J. Davis' Oct. 18 motion for authorization to issue
subpoenas for the production of documents and to examine
individuals and entities that might have information about the
events leading up to the private equity firm's June 29 bankruptcy.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case taps
Luskin, Stern & Eisler LLP as his counsel.


FONTAINEBLEAU L.V.: WTC Seeks Valuation of Property Sold
--------------------------------------------------------
Wilmington Trust, N.A., as administrative agent, notified the
Court of its dismissal, with prejudice, of its motion to determine
the value of the personal property sold to Icahn Nevada and to
allocate and distribute sale proceeds.  The dismissal came after
the Court's approval of a settlement among Wilmington, the Term
Lenders, the Mechanic Lien Defendants, and QTS Logistics Inc. and
Quality Transportation Services of Nevada, Inc.

The Settlement provides that the Trustee will distribute $6.34
million from the sale proceeds in the sale proceeds account to
Wilmington Trust in satisfaction of Wilmington Trust's and the
Term Lenders' liens against the sale proceeds attributable to the
personal property sold by the Debtors to Icahn Gaming.

The Trustee will also distribute $500,000 from the Sale Proceeds
in the Sale Proceeds Account to QTS in full satisfaction of the
QTS claims for its Warehouse Liens against the Sale Proceeds
attributable to the personal property sold by the Debtors to
Icahn Gaming.

                   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.: Trustee Settles Disputes With Digitek, et al.
-----------------------------------------------------------------
Soneet R. Kapila, Chapter 7 trustee for Fontainebleau Las Vegas
Holdings LLC, previously asserted that certain parties received
amounts from the Debtors within the prohibited periods before
filing a petition for Chapter 11 protection.  Those parties
disputed the allegations.  To resolve those issues, certain
counterparties agreed to pay amounts to the Chapter 7 Trustee in
exchange for the dismissal of the complaints seeking to recover
the transfers.

The settling counterparties and the Debtors sought and obtained
Court approval of stipulations compromising the controversies.
The settling counterparties are:

   * Digitek, Inc.
   * Illuminating Concepts
   * Nedco Supply
   * Baker Knapp & Tubbs, Inc.
   * Tai Ping Carpets Americas, Inc.
   * Arthur Weiner Enterprises, Inc.
   * Mancini Duffy
   * David Collins Studio Limited
   * Max Protetch
   * Sheppard Mullin Richter & Hampton, LLP
   * PricewaterhouseCoopers LLP
   * James R. Rimelspach, Architect, Ltd.
   * Owens Geotechnical, Inc.
   * CDW Direct, LLC
   * KPMG, LLP
   * Paul Steelman Design Group, Incorporated
   * IBA Consultants
   * RJF International
   * Via West, Inc.
   * certain Banks
   * Steven Langford Architects, Inc.
   * Avnet, Inc.
   * TCS John Huxley America, Inc.
   * Barker Enterprises, Inc.
   * Valley Forge Fabrics, Inc.
   * Inspection and Valuation International, Inc.
   * Tender Creative, LLC
   * W.L. Griffin, Inc.
   * Young Electric Sign Company
   * Kravet, Inc.

                   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)


FRESH N' PURE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fresh N' Pure Distributors, Inc.
        435 E. North Ave.
        Streamwood, IL 60107

Bankruptcy Case No.: 12-44450

Chapter 11 Petition Date: November 8, 2012

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

Judge: Pamela S. Hollis

Debtor's Counsel: Joshua D. Greene, Esq.
                  SPRINGER, BROWN, COVEY, GAERTNER & DAVIS
                  400 South County Farm Rd., Suite 330
                  Wheaton, IL 60187
                  Tel: (630) 510-0000
                  E-mail: jgreene@springerbrown.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 together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-44450.pdf

The petition was signed by Joseph Purpura, vice president.


GARY DOURDAN: Former CSI Actor in Bankruptcy
--------------------------------------------
Examiner.com reports that former "C.S.I." star Gary Dourdan filed
for Chapter 11 bankruptcy on Aug. 30.  The papers in the filing
say he has slightly more than $1.8 million in assets, but has
liabilities of approximately $1.73 million.

According to the report, most of the debt is owed to various
banks, including Union Bank, which currently holds the mortgage on
the troubled actor's home.  The report says it is unclear if the
mortgage is in foreclosure or in default.  His remaining assets
include $200 cash, $3,000 in a bank account, $4,000 in furniture,
$200 worth of books, $1,500 in clothes, $500 in watches, and a
2006 Dodge Charger worth approximately $7,000.

The report says, in addition, Mr. Dourdan said his disposable
income is only $321 a month, with his bills (averaging $14,562 a
month) claiming most of the $14,883 the actor earns monthly, on
average.

Examiner.com recounts that a 2008 TMZ report said Mr. Dourdan was
found by police passed out in his car and that he was arrested on
suspicion of heroin, cocaine, ecstasy and prescription drugs.  He
was later fired from the CSI show, although "official" reports
differ on the matter, but his character was killed off.


GATZ PROPERTIES: High Court Upholds Ruling on Manager's Liability
-----------------------------------------------------------------
The Supreme Court of the State of Delaware affirmed the ruling of
the Court of Chancery of the State of Delaware that William Gatz,
manager and partial owner of Gatz Properties, breached his
contractually adopted fiduciary duties to the minority members of
Peconic Bay LLC.

Peconic Bay was formed by Gatz Properties and Auriga Capital Corp.
in 1997 to hold a long-term lease and develop a golf course on
property located on Long Island that the Gatz family had owned
since the 1950s.  Peconic Bay took out a $6 million note to
finance construction of Long Island National Golf Course, a
first-rate Robert Trent Jones, Jr.-designed golf course.  The
Gatz family formed Gatz Properties to hold title to the property.
The property was leased to Peconic Bay under a Ground Lease dated
Jan. 1, 1998.  The lease has an initial term for 40 years.  On
March 31, 1998, Peconic Bay entered into a sublease with American
Golf Corp., which was at the time one of the largest golf course
operators in the country.

American Golf never operated the Course at a profit, later let the
Course fall into disrepair, and exercised the early termination
option in 2010.  Mr. Gatz orchestrated an auction without a
broker, and Gatz Properties was the only bidder.  Gatz, following
the sham auction, took control of the golf course.

Auriga and the minority holders sued Mr. Gatz and Gatz Properties
for breach of duty as manager of Peconic Bay, bad faith conduct,
and willful misrepresentations.  Mr. Gatz had turned down a third
party, which expressed interest to acquire the ground lease for
"well north of $6 million."  The Chancery Court found that that
deal would have generated to the minority members a full return of
their invested capital ($725,000) plus a 10% aggregate return
($72,500).

Mr. Gatz purchased Peconic Bay for $50,000 cash plus assumption of
debt, which exceeded $5.4 million.  The minority members
collectively received $20,985 under the Gatz deal.  At trial Mr.
Gatz admitted that "had there been another bidder at the Auction,
he 'might have bid higher' than $50,000."

The Delaware Supreme Court also affirmed the Court of Chancery's
award of damages in the amount of $776,515 to the minority
members, as well as one-half of the plaintiffs' reasonable
attorneys' fees.

A copy of the Delaware Supreme Court's Nov. 7 decision is
available at http://is.gd/A69p7c

                       About Gatz Properties

Gatz Properties LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 12-74493) on July 20, 2012, in Central Islip, New York.
The Company scheduled $7,877,511 in assets and $7,892,130 in
liabilities.  Bankruptcy Judge Alan S. Trust oversees the Debtor's
case.  Salvatore LaMonica, Esq., at LaMonica Herbst and
Maniscalco, in Wantagh, New York, serves as counsel.


GENTIVA HEALTH: S&P Revises Outlook on 'B-' CCR on Higher Margins
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the 'B-' rating outlook
on Gentiva Health Services Inc. to positive from stable.  At the
same time, S&P affirmed its 'B-'corporate credit rating on the
company. The positive outlook reflects S&P's expectation for
steady EBITDA margins and continued free operating cash flow
generation.

"Our ratings on Atlanta-based Gentiva Health Services Inc. reflect
the company's 'vulnerable' business risk profile, based on its
significant reliance on Medicare payments that continue to be
under pressure, particularly in the home health sector," said
Standard & Poor's credit analyst Tahira Wright.

The ratings also reflect the company's "highly leveraged"
financial risk profile, arising from the $1 billion debt-financed
acquisition of hospice provider Odyssey Healthcare in 2010.

"As expected, operating environment trends remain negative for the
nine months ended Sept. 30, 2012, reflecting Medicare
reimbursement changes for home health that went into effect on
Jan. 1, 2012. Year-to-date revenues declined 5%, trending slightly
above our expectations for a 6% decrease. However, despite
contracted revenues, Gentiva continues to boost EBITDA margins.
Adjusted EBITDA margins improved to more than 12% from 8% a year
ago. We believe the company will sustain improved margins through
the end of the year and throughout 2013, despite another marginal
2013 Medicare rate cut of 0.4% to home health services and
possible sequestration that would begin in 2013 (2% across the
board rate cut). The company should benefit from a 0.9% increase
in rates for hospice in 2013 and relaxing the physician
participation requirements for home health reimbursement. Our 2013
expectations assume these rate cuts will be partially offset by
the increase in rates in hospice and episodic admission growth,"
S&P said.

"The year-to-date margin improvement has exceeded our expectations
for a decrease in margins of 100 basis points (bps) for full-year
2012. Management's ability to cut costs from a recent
restructuring and branch closings was more successful than we
anticipated. However, EBITDA margins still remain below peak
levels of 14%. Stronger earnings and improved collections have
contributed to the company turning free operating cash flow (FOCF)
positive, generating about $65 million of cash so far in 2012. Our
base-case assumptions now project the company to generate EBITDA
of about $170 million in 2012 and 2013, and FOCF ranging from $90
million to $100 million annually, absent one-time costs," S&P
said.

"Our positive rating outlook reflects our expectation that Gentiva
will be able to manage through a marginal 2013 home health rate
cut and sustain improved margins to aid in continued generation of
FOCF. We expect cost-containment measures to partially mitigate
ongoing revenue declines and that headroom under revised covenants
will continue to exceed 20%. We could raise the rating on Gentiva
if the company continues to demonstrate resilience during a
difficult reimbursement environment and further establish its
track record of steady EBITDA margins and free cash flow
generation," S&P said.

"We could revise our outlook to stable or lower the rating if the
company's operations are further jeopardized as a result of
adverse developments in Medicare reimbursement, affecting
liquidity and resulting in a possible breach of amended
covenants," S&P said.


GLOBAL AVIATION: Seeks Approval of Diligence Fees
-------------------------------------------------
BankruptcyData.com reports that Global Aviation Holdings filed
with the U.S. Bankruptcy Court a motion authorizing the Company to
pay certain diligence fees to and/or reimburse certain due
diligence expenses incurred by prospective exit lenders in
connection with the Company's efforts to provide exit financing,
subject to the aggregate $350,000 cap.

The Debtors assert, "Rothschild Inc., the Debtors' financial
advisor, is canvassing the lending market to obtain the best exit
financing facility possible. Specifically, Rothschild has
identified at least three credible potential sources of exit
financing. To obtain a commitment, the potential lenders need to
complete legal and business due diligence and, to accomplish this,
the potential lenders are requiring that the Debtors pay certain
expenses in advance in the form of a work fee."

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.


GLOBAL AVIATION: Seeks Global Settlement Approval
-------------------------------------------------
BankruptcyData.com reports that Global Aviation Holdings filed
with the U.S. Bankruptcy Court a motion for an order approving (a)
the global settlement among the Debtors, the debtor-in-possession
lenders, the ad hoc group of senior secured noteholders, the
second lien lenders, the creditors' committee, the IBT, ALPA and
TWU and (b) certain immaterial modifications to the First Amended
Joint Plan of Reorganization of Global Aviation Holdings.

The Debtors assert, "To effectuate the Global Settlement, the
Debtors modified the Plan. The modifications, while important, are
immaterial. As specified in more detail below, the Debtors have
improved the proposed recovery to Holders of Class 4 Second Lien
Claims and Class 5 General Unsecured Claims. While the recovery
for these classes dilutes the recovery of Holders of Class 3
Senior Secured Claims by approximately 3%, the dilution is not
material and, therefore, does not require further solicitation of
votes on the Plan. Moreover, the Ad Hoc Group of Senior Secured
Noteholders, who represent approximately 73% in amount of the
Senior Secured Noteholders, was actively involved in the
settlement negotiations and supports the Plan as modified. Given
the risk of a contested confirmation hearing and the attendant
costs of litigation, the Global Settlement and the necessary
modifications to the Plan are in the best interests of the
Debtors' estates and all parties in interest."

The Court previously scheduled a Nov. 28, 2012 hearing to consider
the Plan.

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.


GOODRICH PETROLEUM: S&P Lowers Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Goodrich Petroleum Corp. (GDP) to 'B-'
from 'B'. The outlook is stable.

"We also lowered our issue-level rating on the company's senior
unsecured debt to 'CCC' from 'CCC+'. The recovery rating remains
'6', indicating our expectation of negligible (0% to 10%) recovery
to creditors in the event of a payment default," S&P said.

"Our rating action reflects a reduction in the company's borrowing
base as well as third-quarter oil production coming in slightly
below expectations, resulting in the company reducing its 2012 oil
production exit rate guidance by 10%," said Standard & Poor's
credit analyst Carin Dehne-Kiley. "The production shortfall was a
result of asset sales and delayed completions in the Tuscaloosa
Marine Shale oil play. We believe the company's liquidity is 'less
than adequate' and will decline to $95 million by year-end 2012
and to $20 million by year-end 2013 (based on the Standard &
Poor's price deck and our capital spending assumption of $200
million next year). In our view, this level of liquidity plus
anticipated operating cash flows will not be sufficient to cover
the company's capital expenditures and the potential repurchase of
its convertible notes maturing in 2029, which become putable at
the option of the holders on Oct. 1, 2014," S&P said.

"The ratings on GDP reflect our assessment of the company's
'vulnerable' business risk, 'highly leveraged' financial risk, and
'less than adequate' liquidity. The ratings incorporate GDP's
participation in the highly cyclical, capital-intensive and
competitive oil and natural gas exploration and production (E&P)
industry, its relatively small and geographically concentrated
reserve base, its meaningful exposure to weak natural gas prices
in 2013, and our projection that the company will generate
negative free operating cash flow (FOCF) in 2012 and 2013. Our
ratings on GDP also reflect the company's ongoing shift to oil
development in the Eagle Ford and Tuscaloosa Marine shales, and
management's track record of raising external capital," S&P said.

"The stable outlook reflects our expectation that GDP should be
able to raise capital, either via asset sales, entering into a
joint venture, or issuing equity or debt, in order to fund ongoing
drilling expenditures and the potential repurchase of its
convertible notes in 2014. We could lower the rating if it appears
GDP is unable to execute planned asset sales or joint ventures, or
is unable to access the capital markets within the next six to
nine months. We could raise the rating if GDP is successful in
improving its liquidity position without increasing leverage above
the 4.75x area," S&P said.


GRAFTECH INT'L: Moody's Affirms 'Ba1' CFR; Rates Sr. Notes 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to GrafTech
International Ltd.'s proposed $300 million senior unsecured notes.
All other ratings, including the Ba1 Corporate Family Rating
("CFR") and SGL-2 short term liquidity rating, were affirmed. The
rating outlook is stable.

The debt-for-debt nature of the transaction and improved
liquidity, combined with expectations for conservative financial
policies, drove the affirmation of the Ba1 CFR. "The notes
issuance will improve GrafTech's liquidity position by creating
additional revolving credit capacity to make investments, cover
any operating shortfalls related to softening business conditions
in key steel end markets, and handle upcoming debt maturities in
2015," said Moody's analyst Ben Nelson.

Proceeds from the transaction will be used to repay revolving
credit borrowings and pay transaction-related fees and expenses.
At the end of its most recent fiscal quarter, GrafTech reported
$430 million of cash advances against a $570 million revolving
credit facility. Moody's anticipates that the transaction will
improve availability to well over $400 million, a significant
increase from current availability of $140 million. The
incremental borrowing capacity will also provide good liquidity to
support upcoming capital investments.

The actions:

  Issuer: GrafTech International Ltd.

    Corporate Family Rating, Affirmed Ba1

    Probability of Default Rating, Affirmed Ba1

    Senior Unsecured Notes, Assigned Ba2 LGD4 64%

  Issuer: GrafTech Finance, Inc.

    Senior Secured Revolving Credit Facility, Affirmed Baa3 LGD2
    20% (from LGD3 35%)

   Outlook, Stable

Ratings Rationale

The Ba1 CFR benefits from leading market positions in the graphite
electrodes business, solid profit margins, geographic and
operational diversity, and a very strong balance sheet. Operations
have strengthened cyclically with improved conditions in key steel
end markets over the past few years and structurally with recent
acquisitions that provided partial back integration into key raw
material needle coke. However, end market cyclicality and raw
material volatility continue to constrain the rating and it is
unlikely to be raised into investment grade absent a substantive
diversification of the business. The rating incorporates Moody's
expectation that the company will continue to grow, as supported
by a very good liquidity position, through expansionary capital
spending and bolt-on acquisitions within conservative financial
policies consistent with the Ba1 rating level.

The stable rating outlook assumes that GrafTech will be able to
navigate challenging end market conditions in the steel industry
to maintain financial leverage below 3 times and maintain a good
liquidity position. While a rating upgrade is unlikely because of
the company's narrow business profile, Moody's could consider an
upgrade with continued work towards reducing the cyclicality of
operating earnings in the electrodes business and a significant
expansion of the engineering solutions business without any
degradation of the company's credit measures. Conversely, Moody's
could downgrade the rating if Moody's expects an adverse
structural shift in profit margins, financial leverage above 3
times on a sustained basis, or significant deterioration in the
company's liquidity position. Sustained negative free cash flow
without a fundamental improvement in the business or substantial
debt-funded shareholder returns could also have negative rating
implications.

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

GrafTech International Ltd. manufactures graphite electrodes,
refractory products, needle coke products, advanced graphite
materials, and natural graphite products. The company has 19
manufacturing facilities located in four continents. Annual
production capacity for graphite electrodes is about 255,000
metric tons. Headquartered in Parma, Ohio, GrafTech generated
revenues of approximately $1.2 billion for the twelve months ended
September 30, 2012.


GRAFTECH INT'L: S&P Gives 'BB+' Rating on New $300MM Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating (same as the corporate credit rating) to Parma, Ohio-based
GrafTech International Ltd.'s proposed $300 million senior
unsecured notes due 2020.  The recovery rating on the notes is
'4', indicating its expectation for average (30%-50%) recovery in
the event of a payment default.

At the same time, S&P affirmed its 'BB+' corporate credit rating
on Graftech. The outlook is stable.

S&P expects the company to use the proceeds from the proposed
issuance to repay part of its outstanding revolver balance.

"The rating affirmation and stable outlook reflect our expectation
that the average price of graphite electrodes, the company's
primary product, will be up about 11% to 12% in 2012, based on
current market prices," said credit analyst Maurice Austin.  "This
is despite our expectations that sales volumes will decline
because customers are destocking, a consequence of the decline in
steel production due to the slower-than-anticipated economic
recovery."

"The stable rating outlook reflects our expectation that
GrafTech's credit metrics are likely to remain at levels that we
would consider to be in line for the rating despite the weakness
in the company's European business. Specifically, we expect debt-
to-EBITDA of about 2.5x and FFO-to-debt of about 30%. These
metrics are driven by our expectation that prices for electrodes
will increase by 11%-12%, despite a decline in steel production
due to the slower-than-anticipated economic recovery," S&P said.


HAWKER BEECHCRAFT: Taps Korn/Ferry as Director Search Consultant
----------------------------------------------------------------
Hawker Beechcraft, Inc., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ
Korn/Ferry International as their director search consultant to
assist in the process of identifying qualified individuals to
serve as members of the post-emergence board of directors for the
Debtors.

The Debtors say that the Court will convene a hearing on the
request on a date and time to be determined by the Court.

The Debtors relate that they filed the Chapter 11 cases to
implement a consensual debt-to-equity recapitalization transaction
that has been agreed to by holders of a majority of the Debtors'
prepetition secured debt (the Consenting Lenders) and prepetition
senior bond debt (the Consenting Bondholders, and together with
the Consenting Lenders, the Consenting Creditors).

The Required Consenting Senior Secured Lenders and the Required
Consenting Senior Noteholders subsequently extended the outside
date for the Debtors to obtain approval of an acceptable
disclosure statement, which date was ultimately extended to
Nov. 19, 2012.  On Oct. 29, 2012, the Debtors filed an amended
plan of reorganization and the disclosure statement related
thereto that seek to implement the Standalone Transaction, and the
Debtors are seeking to emerge from chapter 11 in the first quarter
of 2013.

According to the Debtors, Korn/Ferry's services are specialized in
nature and will not be duplicative of those provided by the
Debtors' retained professionals.  Korn/Ferry will coordinate any
services performed at the Debtors' request with the Debtors'
professionals, including financial advisors and counsel, as
appropriate, to avoid duplication of effort.

As set forth in the Engagement Letter, Korn/Ferry will a charge
search fee for its services in the amount of $450,000 or $75,000
per director in addition to an administrative fee calculated as
12% of the Search Fee.  Further, in the event that the Debtors
determine to appoint fewer than six directors to the new board,
the fee would be reduced by $75,000 for each reduction.  In any
event, the minimum amount for the search fee will be $225,000.

                      About Hawker Beechcraft

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

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

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

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

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

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

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

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


HEALTHCARE PARTNERS: Moody's Withdraws 'Ba2' CFR/PDR
----------------------------------------------------
Moody's Investors Service withdrew all of Healthcare Partners
LLC's ("HCP") ratings including the Ba2 corporate family and
probability of default ratings due to the closing of the DaVita
acquisition on November 1 and the repayment of existing debt.

The following ratings were withdrawn (all ratings were on review
for possible downgrade):

  Corporate family rating, Ba2;

  Probability of default rating, Ba2;

  $15 million revolving credit facility, Ba1 (LGD2, 22%);

  $585 million (face value) term loan, Ba1 (LGD2, 22%).

Rating Rationale

The ratings withdrawal resulted from HCP's acquisition by DaVita
(Ba3, stable) and the repayment of existing debt.

The principal methodology used in rating Healthcare Partners was
the Global Healthcare Service Provider 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.

Healthcare Partners, LLC ("HCP"), headquartered in Torrance,
California, is a multi-specialty provider organization employing
over 700 physicians in California, Florida and Nevada in addition
to contracting with more than 7,200 physicians. The company's
revenues are derived primarily by contracting with HMO's under a
capitated (prepaid), delegate model.


HMX ACQUISITION: Nov. 20 Deadline to File Schedules and SOFA
------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York set Nov. 20, 2012 as HMX Acquisition
Corp., et al.'s deadline to file their schedules of assets and
liabilities and statements of financial affairs.

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


HMX ACQUISITION: Dec. 10 Auction of Substantially All Assets
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized HMX Acquisition Corp., et al., to enter into a stalking
horse agreement with Authentic Brands Group, LLC, and approved the
bidding procedures to govern the marketing, auction and sale of
substantially all of their operating assets and their intellectual
property, and break up fee.

As reported in the Troubled Company Reporter on Oct. 29, 2012, the
Debtors requested that the Court enter orders (1) authorizing the
Debtors to enter into the Stalking Horse Purchase Agreement with
Authentic Brands Group, LLC, for the sale of substantially all
assets of the Debtors; (2) approving the bidding procedures for
the conduct of the auction; and (3) approving the payment of a
break-up fee in the amount of $2,200,000 and expense reimbursement
of up to a maximum of $700,000 in the event the Stalking Horse
Purchase Agreement is terminated through the Seller's consummation
of an alternative transaction.

The Stalking Horse Purchaser has agreed to pay the sum of: (A) the
aggregate amount of the Salus prepetition and postpetition claims
against the Sellers and against Coppley plus (B) $5,100,000 to the
Debtors' bankruptcy estates, exclusive of the assumption of any
assumed liabilities.

A copy of the APA is available at:

               http://bankrupt.com/misc/hmx.doc21.pdf

The Court also ordered that absent further order of the Court: (a)
the expense reimbursement is capped in the amount of $425,000,
allocable to or for the benefit of the stalking horse bidder; and,
(b) no portion of the expense reimbursement may be paid to, or
allocated for the benefit of, Douglas Williams, the Debtors' chief
executive officer.

The bidding procedures approved by the Court include, among other
things:

   Bid Deadline:                      Dec. 6, at 5 p.m.

   Auction:                           Dec. 10, at 10 a.m., at the
                                      offices of Proskauer Rose
                                      LLP, 11 Times Square, New
                                      York City

   Sale Hearing:                      Dec. 13, at 10 a.m.

The Court will hold a status hearing on Nov. 16 at 10 a.m.
(prevailing Eastern Time) to entertain any objections that any
subsequently appointed statutory committee may raise with respect
to the relief.

On Nov. 1, Workers United objected to the Debtors' request to sell
their assets, stating that the proposed APA is flawed because it
would breach critical worker job protection provisions that are
contained within the existing collective bargaining agreement
covering the Rochester and Des Plains Production Facilities.

Workers United is the modern day successor to the ILGWU and ACTWU
as the exclusive representative of America's remaining garment
industry employees.  Workers United represents 1,100 production,
maintenance and retail employees of HMX LLC including production
and maintenance employees employed at HXM facilities in Rochester,
New York, Des Plains, Illinois and Hamilton, Ontario, Canada

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


HMX ACQUISITION: Hearing Tomorrow on Cash Collateral
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Nov. 16, 2012, at 10:00 a.m., to
consider final approval to HMX Acquisition Corp., et al.'s request
to obtain secured postpetition financing and use cash collateral.

The bankruptcy court will also consider tomorrow approval of the
Debtors' request to pay claims of critical vendors.  The Court
earlier entered an order authorizing the Debtors to pay certain
prepetition claims of critical vendors in an aggregate amount not
to exceed $500,000.

At the hearing, the Court will also consider landlord Destiny USA
Holdings, LLC's limited objection to the Debtors' motion for
access to cash collateral.  The landlord leases nonresidential
real property to the Debtors at Destiny USA, Syracuse, New York.
The property is located within a shopping center.

According to the landlord, the Debtors' certain requests in the
motion, among other things:

   -- violate the landlord's rights, and the landlord's need to
      review the terms of any final order and object if necessary;
      and

   -- are unclear as to whether the Debtors seek to grant liens
      against its leaseholds.

Additionally, the interim order, which grants the Debtors access
to cash until Nov. 16, 2012, provides that the Debtors, the DIP
Agent, and the DIP Lenders may amend any provision of the DIP Loan
Agreement without further order of the Court so long as the
amendment is not material, which means an amendment to: either
raise interest rates, add new events of default or default
remedies, or modify the DIP Loan Agreement in a way that makes it
materially less favorable for the parties.

Finally, the Debtors failed to pay postpetition stub rent of
$1,871 for October 2012.  The Debtors must be directed to
forthwith pay the rent.

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


HOSTESS BRANDS: Strike Didn't Cause Closures, Says Union
--------------------------------------------------------
In a desperate attempt to break the solidarity and resolve of
striking BCTGM members across the country, Hostess Brands is
falsely claiming that its decision to close three of its bakeries
-- St. Louis, Cincinnati and Seattle -- is the result of the
nationwide strike against the company by BCTGM members.

In fact, according to the company's 1113 filing with the
bankruptcy court earlier this year as well as its last/best/final
and non-negotiable proposal to its BCTGM-represented workers, the
company was planning to close at least nine bakeries as part of
its reorganization plan, although the company refused to disclose
which bakeries it intended to close.  This is in addition to the
three bakeries that were to be closed as a result of the company's
planned sale of its Merita division.

Moreover, St. Louis Mayor Francis Slay was quoted in a November 13
KMOX-CBS St. Louis article stating, "I was told months ago they
were planning on closing the site in St. Louis... And there was no
indication at that time it had anything to do with the strike the
workers were waging."

BCTGM International Union President Frank Hurt stated, "The recent
claim by Hostess CEO Greg Rayburn that our strike is the reason
for the closure of the three bakeries is simply not true.  That
statement is a continuation of a disturbing pattern by the company
of issuing public statements that are erroneous at best and
disingenuous at worst.

"Our members rejected the company's outrageous proposal by 92
percent in September.  Rejection came from every corner of the
country.  They were being asked to vote on a proposal with massive
concessions, knowing that their plant could very well be one of
those to be closed.

"Our members are on strike because they have had enough.  They are
not willing to take draconian wage and benefit cuts on top of the
significant concessions they made in 2004 and give up their
pension so that the Wall Street vulture capitalists in control of
this company can walk away with millions of dollars."

Over the past eight years since the first Hostess bankruptcy,
BCTGM members have watched as money from previous concessions that
was supposed to go towards capital investment, product
development, plant improvement and new equipment, was squandered
in executive bonuses, payouts to Wall Street investors and
payments to high-priced attorneys and consultants.

BCTGM members are well aware that as the company was preparing to
file for bankruptcy earlier this year, the then CEO of Hostess was
awarded a 300 percent raise (from approximately $750,000 to
$2,550,000) and at least nine other top executives of the company
received massive pay raises.  One such executive received a pay
increase from $500,000 to $900,000 and another received one taking
his salary from $375,000 to $656,256.

Over the past 15 months, Hostess workers have seen the company
unilaterally end contractually-obligated payments to their pension
plan.  Despite saving more than $160 million with this action, the
company continues to fall deeper and deeper into debt.  A mountain
of debt and gross mismanagement by a string of failed CEO's with
no true experience in the wholesale baking business have left this
company unable to compete or survive.

A total of 24 Hostess production facilities are on strike or
honoring the strike with picket lines established by striking
Hostess workers at other BCTGM-represented facilities.
Additionally, BCTGM members at one transport facility also are on
strike.  Company claims that union members are crossing picket
lines and maintaining production at striking plants are vastly
untrue.

The BCTGM represents more than 80,000 workers in the baking, food
processing, grain milling and tobacco industries in the United
States and Canada.

                       About Hostess Brands

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

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

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

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

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

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

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


HRK HOLDINGS: Gets Final Nod to Obtain $125,000 DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, on a final order, HRK Holdings, LLC, and HRK
Industries, LLC, to borrow on a secured basis from Arsenal Group,
LLC the maximum amount of $125,000 with interest accruing at the
rate of 9%.  As adequate protection from any diminution in value
of the lender's collateral, the Debtors will grant the DIP Lender
replacement liens and a superpriority administrative expense claim
status.

                        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.


INTEGRATED HEALTHCARE: Reports $2.4MM Net Income in Fiscal Q2
-------------------------------------------------------------
Integrated Healthcare Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $2.35 million on $125.86 million of
net patient service revenues for the three months ended Sept. 30,
2012, compared with net income of $590,000 on $86.58 million of
net patient service revenues for the same period a year ago.

The Company reported a net loss of $770,000 on $207.52 million of
net patient service revenues for the six months ended Sept. 30,
2012, compared with a net loss of $2.14 million on $166.54 million
of net patient service revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$187.28 million in total assets, $200.71 million in total
liabilities and a $13.43 million total stockholders' deficiency.

"...[T]he stated maturity date of our $46.35 million term loan
with Silver Point Finance, LLC and its affiliates SPCP Group IV,
LLC and SPCP Group, LLC (collectively, "Silver Point") is
April 13, 2013.  If we are unable to refinance, restructure or
extend our obligation to repay the principal amount by the
maturity date, such failure would constitute a default under the
credit agreement with Silver Point and our other loan facilities,
which would permit Silver Point and our other lenders to seize our
assets and those of our variable interest entity, PCHI.  Any
actions by Silver Point or our other lenders to enforce their
rights by seizing our assets could force us into bankruptcy or
liquidation, which would have a material adverse effect on our
liquidity and financial position and the value of our common
stock."

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

                        http://is.gd/gEQx02

                    About Integrated Healthcare

Headquartered in Santa Ana, Calif., Integrated Healthcare
Holdings, Inc. (OTC BB: IHCH) -- http://www.ihhioc.com/ -- owns
and operates four community-based hospitals located in southern
California.


JAS & ASSOCIATES: Court Wants Plan Outline Revised
--------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed JAS & Associates, Inc.,
to submit a revised Chapter 11 plan and disclosure statement.  The
judge said he could not grant preliminary approval of the
disclosure statement explaining the current plan because of
problems that the Debtor must correct.

The Debtor on Nov. 1 filed a "Second Amended Combined Plan and
Disclosure Corrected 11/1/2012".  According to the Court, the
Debtor states, in relevant part, on page 26 of the Plan, that "New
Value of $25,000 [will be] paid annually in installments of $2,500
beginning on February 15, 2013 and yearly on February 15, 2012[.]"
Debtor must change "2012" to state the duration of the payments.1
Second, on page 22 of the Plan, "New Value" is defined, in
relevant part, as "consideration received from the Shareholders
post-confirmation in exchange for new stock issued to said
shareholders post-petition."  This indicates that "New Value" can
only be provided by the current shareholders of the Debtor.  But
the treatment of Class 8 on page 26 of the Plan indicates that
anyone who is the highest bidder at the auction can pay "New
Value." In this way, the Plan is internally inconsistent.

The Court required the Debtor to file a revised plan as well as a
redlined version no later than Nov. 13.

A copy of the Court's Nov. 7, 2012 Order available at
http://is.gd/C0Abqefrom Leagle.com.

JAS & Associates, Inc., dba Century Small Business Accounting,
filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
12-46922) on March 20, 2012, listing under $1 million in both
assets and debts.  A copy of the petition and list of creditors is
available at http://bankrupt.com/misc/mieb12-46922p.pdfand
http://bankrupt.com/misc/mieb12-46922c.pdf Donald C. Darnell,
Esq., serves as the Debtor's counsel.


JC PENNEY: Dismal 3rd Qtr. Performance Cues Fitch to Lower Ratings
------------------------------------------------------------------
Fitch Ratings has downgraded its Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'B'
from 'BB-'.  The Rating Outlook is Negative.

The rating downgrades reflect dismal third quarter performance,
where sales declines continued to accelerate, and Fitch's concern
that top line will likely get worse during the critical holiday
season when promotional events tend to pick up to drive traffic.
For 2013, there is a lack of visibility in terms of the company's
ability to stabilize its core business, which currently accounts
for 90% of its footprint.  It remains unclear whether the new
shops and merchandise offering can offset any continued declines
in the existing business in second half 2013.

J.C. Penney continues to struggle in terms of moving toward a more
everyday value strategy with significantly reduced promotions.
The recent revisions around the promotional stance and messaging
further pressured volume and comps declined 26.1% in the third
quarter versus an average of 20% in the first half of the year.
Gross margins declined approximately 500 basis points to a record
low of 32.5%.  Fitch expects gross margin could be in the mid-20%
range for the fourth quarter on comp decline of 25%-30% given
heightened clearance markdowns.

As a result, Fitch expects 2012 adjusted EBITDA could turn
negative in the $100-$200 million range, a steep drop from $1.3
billion in 2011.  (These figures exclude non-cash pension expense,
stock-based compensation and restructuring charges).

The jury remains out on whether J.C. Penney has done some
irrevocable damage or whether it can begin to turn around
faltering sales and sustainably improve the profitability of its
business beginning the first quarter of 2013.  Stabilization in
sales would be incumbent upon 'rebasing' its revenue base and the
company's new merchandise and upgraded stores, along with its
pricing strategy, would have to resonate with both its core and
new customers to gain top line traction.

Fitch expects that sales trends could remain in the negative low
single digit range in 2013 and gross margin in the mid-30s percent
range (still below the normalized 39-40% range the company should
realize if inventory is appropriately aligned to sales
expectations).  This would result in EBITDA of $250-$300 million
range next year.  Sales declines in the mid-single digits range
with gross margin in the mid-30s percent range could result in
negative EBITDA.  However, stabilization in sales trends and gross
margin in the 39-40% range could see EBITDA improve to the $850
million to $950 million.  First quarter 2013 results will provide
a first glimpse at where underlying sales start leveling off.

Liquidity is expected to remain adequate to fund its investments
(including an undrawn $1.5 billion credit facility) and Fitch
assumes working capital to be cash neutral for the year.  As
expected, J.C. Penney did not need to draw on its credit facility
to fund working capital this year and Fitch expects year-end cash
balance to be $800 million to $1 billion with a free cash flow
drain (before any asset sales) in excess of $1 billion.  The
company's cost savings, the dividend cut, and the monetization of
non-core assets have provided support the company's liquidity
position.

Free cash flow is expected to remain materially negative in 2013
and 2014 and based on current projected EBITDA levels, Fitch
expects the company will have to start drawing down on its
revolver to fund annual capital expenditures of $800 million and
peak seasonal working capital needs.  The company has no debt
maturities prior to October 2015 (and maturities between 2015 and
2018 are $200 million - $300 million annually), but it could
explore various financing options to shore up liquidity and fund
its investments in the new shops. J.C. Penney's pension fund
remains well funded, and Fitch does not expect the company will
need to make any cash contributions in 2012 and 2013.

For issuers with IDRs at 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer.  The issue
ratings are derived from the IDR and the relevant Recovery Rating
and notching, based on Fitch's recovery analysis that places a
liquidation value under a distressed scenario of approximately
$5.0 billion as of Oct. 27, 2012 for J.C. Penney.

J.C. Penney's senior secured credit facility that matures in April
2016 is rated 'BB/RR1', indicating outstanding recovery prospects
(91%-100%) in a distressed scenario.  The facility is secured by
inventory and receivables with borrowings subject to a borrowing
base.  The company is subject to a springing covenant of
maintaining a fixed charge coverage of 1.0x-1.1x if availability
falls below a certain threshold or the company undertakes certain
actions such as making restricted payments.

The $2.9 billion senior unsecured notes and debentures are rated
'BB-/RR2', indicating superior recovery prospects (71%-90%).  The
ratings on the notes could be notched lower if additional secured
debt is issued or the collateral value is reduced (for example, if
the company continues to cut back on inventory on sales declines
and/or shorter lead times).

What Would Trigger A Rating Action?

A negative rating action could occur on one of the following: (1)
worse than expected fourth quarter results or (2) if comps are in
the negative mid-single digit range or worse next year, which
would result in further liquidity drain.

A Positive Rating action would occur if top line starts to
stabilize and the company realizes more normalized gross margin
levels.

Fitch has downgraded the ratings on J.C. Penney as follows:

J.C. Penney Co., Inc.

  -- IDR to 'B' from 'BB-'.

J.C. Penney Corporation, Inc.

  -- IDR to 'B' from 'BB-';
  -- $1.5 billion senior secured bank credit facility to 'BB/RR1'
     from 'BB+';

Fitch has also affirmed J.C. Penney Corporation, Inc.'s $2.9
billion senior unsecured notes and debentures at 'BB-' and
assigned a Recovery Rating of 'RR2'.

The Rating Outlook is Negative.


JDV PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JDV Properties LLC.
        6138 Franklin Ave Unit 237
        Los Angeles, CA 90028

Bankruptcy Case No.: 12-47455

Chapter 11 Petition Date: November 8, 2012

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Sandra R. Klein

Debtor's Counsel: Robert M. Yaspan, Esq.
                  LAW OFFICES OF ROBERT M YASPAN
                  21700 Oxnard St., Ste 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  E-mail: court@yaspanlaw.com

Scheduled Assets: $1,091,500

Scheduled Liabilities: $2,392,805

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-47455.pdf

The petition was signed by Dorian Villasenor, managing member.


KLITZMAN-CURRELL: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Klitzman-Currell Centre LLC
        4755 Hayes Ave. #58
        Plover, WI 54467

Bankruptcy Case No.: 12-16144

Chapter 11 Petition Date: November 8, 2012

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Rebecca R. DeMarb, Esq.
                  KERKMAN & DUNN
                  121 S. Pinckney Street, Suite 525
                  Madison, WI 53703
                  Tel: (608) 620-7606
                  E-mail: rdemarb@kerkmandunn.com

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

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

A copy of the list of seven unsecured creditors is available for
free at http://bankrupt.com/misc/wiwb12-16144.pdf

The petition was signed by Darlene Klitzman, member.


JOHN SAMMUT: Court Won't Revise Order Denying Ch.11 Conversion
--------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker declined the request of John
Sammut for reconsideration of the Court's prior order denying his
moton to convert his Chapter 7 case (Bankr. E.D. Mich. Case No.
12-41706) to one under Chapter 11 of the Bankruptcy Code.  A copy
of the Court's Nov. 5, 2012 Order is available at
http://is.gd/KfWaurfrom Leagle.com.


KNOTTY PINE: In Receivership, Sells Pub & Grill
-----------------------------------------------
Dan Eaton at Columbus Business First reports that Knotty Pine Pub
& Grill at 1765 W. Third Ave. in Columbus, Ohio, is in
receivership and under the control of receivers Gryphon Asset
Management and its principals Richard and Melissa Kruse, who took
over operations Oct. 24.

Documents filed in Franklin County Common Pleas Court revealed
that the owners James Savage and Roger Essig had defaulted on a
$456,726 loan to WesBanco Bank Inc., according to the report.

The report notes that Mr. Savage remains involved with the
business, but Gryphon has brought in Jason Norton as interim
general manager to assist in running the restaurant.


LAKE COOK: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Lake Cook Court, LLC
        440 Central Avenue
        Highland Park, IL 60035

Bankruptcy Case No.: 12-44375

Chapter 11 Petition Date: November 8, 2012

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

Judge: Donald R. Cassling

Debtor's Counsel: Michael L. Cummings, Esq.
                  EMALFARB, SWAN & BAIN
                  440 Central Avenue
                  Highland Park, IL 60035
                  Tel: 1-847-432-6900
                  E-mail: michael@esb-law.com

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

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 Hal Emalfarb, manager.


LATITUDE SOLUTIONS: Files Chapter 7 Petition
--------------------------------------------
BankruptcyData.com reports that Latitude Solutions filed for
Chapter 7 protection (Bankr. N.D. Tex. Case No. 12-46295) in Ft.
Worth, Texas.

The Company is represented by Elizabeth M. Guffy of Burleson.

BankruptcyData.com, citing documents filed with the SEC, says the
Court will name a receiver, trustee, fiscal agent or similar
officer, and the Company's assets will be liquidated in accordance
with federal bankruptcy code.

Concurrent with the Chapter 7 filing, the Company terminated the
employment of J.W. Rhea, IV, C.E.O., and Ken M. Link, secretary
and treasurer. Following the first meeting of creditors, the
employment of James B. Smith, Latitude Solutions' chief financial
officer, will terminate and the Company will no longer have any
employees.

Latitude Solutions owns intellectual property involved with the
manufacture of water remediation plants.


LEE ENTERPRISES: Posts $7.7 Million Net Loss in Fiscal 4th Qtr
--------------------------------------------------------------
The Associated Press reports Lee Enterprises Inc. said Nov. 12,
2012, that it lost $7.7 million, or 15 cents per share, in its
fiscal fourth quarter, compared with a net loss of $8.8 million,
or 20 cents per share, a year ago.

AP reports that, excluding one-time items, the company lost
$334,000, or 1 cent per share, in the July through September
period.  That compared with income of $8.9 million, or 20 cents
per share, a year ago.  This year's results were hurt by higher
interest costs.

According to AP, revenue grew 3% to $180.3 million from $175.8
million.  Advertising revenue grew nearly 1% to $124.7 million
from $123.7 million.  Circulation revenue increased 3% to $45.2
million from $43.7 million.  Lee said that an extra week in this
year's quarter helped its results.  Excluding the additional week,
revenue would have declined by about 4.5%, the company said.

AP adds Lee's stock closed down 7 cents, or 4.2%, to $1.58 on
Monday and was unchanged in after-hours trading.  The stock has
traded between 49 cents and $1.81 in the past 52 weeks.

The bankruptcy process allowed the Company to restructure its
roughly $1 billion of debt.  In October, the Company said it had
reduced its debt to $930.6 million.

                       About Lee Enterprises

Lee Enterprises, Incorporated, headquartered in Davenport, Iowa,
publishes the St. Louis Post Dispatch and the Arizona Daily Star
along with more than 40 other daily newspapers and about 300
weekly newspapers and specialty publications in 23 states.
Revenue for the 12 months ended December 2010 was $780 million.
The Company has 6,200 employees, with 4,650 working full-time.

Lee Enterprises and certain of its affiliates filed for Chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.

On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a
second version of their prepackaged Chapter 11 reorganization
plan.  Lee Enterprises declared the prepackaged plan effective on
Jan. 30.


LEGACY RESERVES: S&P Assigns 'B' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Midland, Texas-based Legacy Reserves LP.  The
outlook is stable.

"We also assigned a 'B-' issue-level and a '5' recovery rating to
Legacy's planned $300 million senior unsecured note offering due
2020. The '5' recovery rating indicates our expectations of modest
(10% to 30%) recovery prospects in the event of a payment default.
Legacy Reserves Finance Services Corp., a subsidiary of Legacy,
will be a co-issuer of the notes. The company will use proceeds
from the offering to fund a portion of its pending acquisition of
oil and natural gas assets in the Permian Basin," S&P said.

"The ratings on Midland-based oil and gas exploration and
production company Legacy Reserves LP reflect our assessment of
the company's 'vulnerable' business risk and 'highly leveraged'
financial risk," said Standard & Poor's credit analyst Carin
Dehne-Kiley. "The ratings incorporate the company's relatively
small asset base and production, an aggressive growth strategy,
and ongoing partnership distributions. These risks are somewhat
mitigated by the company's relative weighting toward oil/natural
gas liquids (liquids) production, decent hedge protection, track
record of issuing equity to support acquisition activity, and
'adequate' liquidity."

"The stable outlook reflects our view that Legacy will be able to
fund its capital spending, dividends, and acquisitions in a manner
that does not erode the company's credit protection measures. We
would consider an upgrade if the company is able to sustain
leverage below 3.5x and increase its proved reserve base to a
level closer to 150 mmboe. We would consider a downgrade if the
company were to pursue a sizable acquisition or shareholder
distribution that resulted in leverage approaching 5x," S&P said.


LEHMAN BROTHERS: Lawyers Disagree on Length of Briefs
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that James W. Giddens, the trustee for the brokerage of
Lehman Brothers Inc., gave the U.S. Court of Appeals a 63-page
brief in September arguing that notions of due process were
violated because the parties changed material terms of the Lehman
sale in 2008 without bankruptcy court approval.

When Barclays sought permission from the appeals court to file a
115-page brief, almost twice as long, Mr. Giddens took umbrage and
opposed the request.  Mr. Giddens contends Barclays doesn't need
an extra 40 pages, or 9,000 words, because the appeals court "is
not the forum to attempt to retry the factual issues" covered in a
34-day trial.  Barclays, whose brief is due on Dec. 20, says a
more lengthy brief if necessary so the appellate judges will have
"a full description of the arguments and record evidence."

Mr. Rochelle notes it remains to be seen how many pages the
appeals court judges are willing to read.  When London-based
Barclays sought permission for an additional 4,000 words, Mr.
Giddens agreed to only 2,000.  Barclays answered the rebuff by
asking the appeals court for another 9,000 words beyond what the
rules allow.

According to the report, Mr. Giddens is attempting to overturn a
ruling from June by U.S. District Judge Katherine B. Forrest, who
concluded that the bankruptcy judge was wrong in requiring
Barclays to pay $1.5 billion.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LON MORRIS COLLEGE: Assets to Be Sold in Dec. 13 Auction
--------------------------------------------------------
Lon Morris College, the 168 year-old junior college in
Jacksonville, Texas is seeking court approval for an auction on
Dec. 13 at 11:00 a.m., with AmeriBid LLC conducting the auction
for qualified bidders only at McKool Smith, PC, 300 Crescent
Court, 12th floor, Dallas, Texas.

Upon approval by the United States Bankruptcy Judge in Tyler,
Texas, the core of the college's 112-acre campus will be
auctioned, including such unique features as a library, chapel,
administration building, classroom facilities, student center,
dormitories and fields.

"We're delighted to have the auction plans finalized. AmeriBid
will be providing prospective bidders with detailed information

                     About Lon Morris College

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

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

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

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

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


M&M STONE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: M&M Stone Co.
        2840 W. Clymer Avenue
        Telford, PA 18969

Bankruptcy Case No.: 12-20469

Chapter 11 Petition Date: November 9, 2012

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Gregory R. Noonan, Esq.
                  WALFISH & NOONAN, LLC
                  528 DeKalb St
                  Norristown, PA 19401
                  Tel: (610) 277-7899
                  E-mail: walfishnoonan@aol.com

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

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

The petition was signed by Brian L. Carpenter, president.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Drum Construction Company, Inc.        11-14857   06/17/2011


MALLARDS HOLDINGS: Court Wants Plan Outline Revised
---------------------------------------------------
Bankruptcy Judge Thomas J. Tucker declined to grant preliminary
approval of the disclosure statement explaining the bankruptcy
plan of Mallards Holdings Inc., and its debtor-affiliates, saying
there are problems that the Debtors must correct.

The Debtors filed their First Amended Debtors' Combined Disclosure
Statement and Plan of Reorganization on Nov. 2, 2012.  Judge
Tucker said on page 9 of the Plan, in describing the treatment of
Mallard Holdings Class 4, the Debtors state: "These claims shall
be paid at 2% in 240 equal monthly installments without interest,
commencing on the Effective Date."  But the Debtors then state
that "[m]onthly payments shall be $87.04 and shall be paid
contemporaneously with Class 1 which is 60 days after confirmation
of the Plan."  The problem with this, Judge Tucker said, is that
the "Effective Date," as defined in section 1.19 of the Plan on
page 4, will not necessarily be the date that is 60 days after
confirmation of the Plan.

On page 12 of the Plan, in describing the treatment of Mallard
Land Holdings Class 4, Debtors state: "These claims shall be paid
at 2% in 240 equal monthly installments without interest,
commencing on the Effective Date." But the Debtors then state that
"[m]onthly payments shall be $72.65 and shall be paid
contemporaneously with Class 1."  Payments to Mallard Land
Holdings Class 1 commence "sixty days from the date of
confirmation of the Plan."  The judge said the Debtors must
correct these internal inconsistencies.

On page 9 of the Plan, the Debtors state that Mallard Holdings
Class 4 includes the "the unsecured and priority unsecured claims
of the Internal Revenue Service of about $14,607.49."  "[P]riority
tax claims . . . are not supposed to be classified in a Chapter 11
plan for voting or other purposes," according to Judge Tucker,
citing In re Northwest Timberline Enterprises, Inc., 348 B.R. 412,
422 (Bankr. N.D. Tex. 2006) (citing 11 U.S.C. Sections
1123(a)(1)).  The priority unsecured claim of the Internal Revenue
Service is already included in Group II.  Therefore, the Debtors
must delete the words "and priority unsecured" in this paragraph.

In Section II.B of the Disclosure Statement on page 23 the Debtors
state: "Patrice receives health insurance through Mallard
Holdings, and a lease for a car used by the Brezners is also paid
by Mallard Holdings."  The Debtors must state the value of these
fringe benefits.

The Court required the Debtors to submit the Plan revision, as
well as a redlined version, no later than Nov. 13, 2012.

A copy of the Court's Nov. 8, 2012 Order is available at
http://is.gd/HV9dwefrom Leagle.com.

Mallards Holdings, Inc., filed for Chapter 11 bankruptcy (Bankr.
E.D. Mich. Case No. 12-57144) on July 24, 2012, estimating under
$1 million in assets and debts.  A copy of the petition is
available at http://bankrupt.com/misc/mieb12-57144.pdf The Debtor
is represented by Robert N. Bassel, Esq.


MBIA INC: Asks Bondholders to Shield Firm from Bankruptcy
---------------------------------------------------------
American Bankruptcy Institute reports that MBIA Inc. is asking
bondholders to shield it from being dragged into bankruptcy by the
insurance company's unit that backed some of Wall Street's most
toxic debt securities.

MBIA Inc., together with its consolidated subsidiaries, operates
the financial guarantee insurance businesses in the industry and
is a provider of asset management advisory services.


MERRIMACK PHARMACEUTICALS: FMR LLC Discloses 17% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed on
Nov. 9, 2012, that they beneficially own 15,935,258 shares of
common stock of Merrimack Pharmaceuticals Inc. representing
17.003% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/KgNnUt

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

The Company's balance sheet at June 30, 2012, showed $138.70
million in total assets, $105.62 million in total liabilities,
$343,000 in non-controlling interest and $32.74 million in total
stockholders' equity.

As reported in the TCR on April 9, 2012, PricewaterhouseCoopers
LLP, in Boston, Massachusetts, expressed substantial doubt about
Merrimack Pharmaceuticals' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and has insufficient
capital resources available as of Dec. 31, 2011, to fund planned
operations through 2012.


METALDYNE LLC: S&P Affirms 'B+' CCR on Proposed Refinancing
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Metaldyne LLC and maintained its stable outlook.
"At the same time, we assigned a 'B+' issue-level rating and '4'
recovery rating to the proposed $545 million senior secured term
loan B and $75 million revolver. The '4' recovery rating indicates
our expectation of average (30%-50%) recovery. All ratings are
subject to review of final documentation," S&P said.

The ratings reflect what Standard & Poor's considers to be
Metaldyne's "weak" business risk profile and "aggressive"
financial risk profile. "Our business risk assessment incorporates
the multiple industry risks facing automotive suppliers, including
volatile demand, high fixed costs, intense competition, and severe
pricing pressures," said Standard & Poor's credit analyst Nishit
Madlani. "These risks more than offset the favorable fact that
Metaldyne's products are used mostly in vehicle powertrains and
therefore have longer lives, are less commodity-like than many
other automotive parts, and support the company's double-digit
EBITDA margins. The financial risk assessment reflects our view
that moderate free operating cash flow (FOCF) and, in the long
term, possible future additional distributions to shareholders
will likely limit significant debt reduction," S&P said.

"Our financial risk profile assessment is based on Metaldyne's
plans for refinancing existing debt following its announced
acquisition by American Securities LLC (not rated). We estimate
debt to EBITDA will be at about 3.8x at the end of 2012, including
our adjustments to add to debt the net present value of operating
leases, underfunded postretirement obligations, and accounts
receivable sold. For the rating, we assume leverage to remain well
under 4.5x in future years," S&P said.

"We assume Metaldyne's financial policies will be aggressive,
given the concentrated ownership by the new sponsor and our
expectation that the company will generate some positive FOCF in
2012 and 2013. However, the level of cash generation is highly
sensitive to vehicle production, which we believe will eventually
turn volatile again. Our expectation for modest positive free cash
flow generation partly reflects our assumptions regarding margins
and also our assumption that capital spending would continue to
exceed 30% of EBITDA," S&P said.

"The company is a private-equity-owned automotive supplier created
from certain assets during the bankruptcy restructuring of a
predecessor company. In our view, the most significant variable in
Metaldyne's credit profile in the near term remains the direction
and pace of the auto industry recovery. Metaldyne's cost cutting
in recent years and its focus on fewer, but relatively more
attractive, product lines since bankruptcy have helped it benefit
from the ongoing recovery in North American vehicle demand," S&P
said.

"Given its fair geographic diversity (North America and Europe
were most of 2011 sales), we assume Metaldyne's revenue growth for
the remainder of 2012 and 2013 will be determined by the pace of
slowly rising auto production in North America and the depth of
the slowdown in Europe. Sales in North America (roughly one-half
of sales) are trending toward our expectation of 14.3 million unit
sales in 2012. And while production improved  about 20% during the
first 10 months of 2012 (mostly on Japanese restocking), we
believe the production growth rate will decline for the remainder
of 2012 and 2013 but remain in the mid- to high-single digits. Our
economists currently forecast U.S. GDP growing modestly in 2012
and 2013. We expect unemployment to remain high, at about 8% for
both years. In Europe (more than 35% of revenues), our base-case
outlook assumes light-vehicle production will decline by about 7%
in 2012 and remain roughly flat in 2013," S&P said.

Considering these economic assumptions and that customers' demands
for price reductions will offset some improvement in raw material
pass-through, S&P's forecast for Metaldyne's operating performance
over the next two years incorporates:

  -- Sales growth in the low- to mid-single digits in 2012 and
     2013, with several end markets growing slightly above S&P's
     GDP growth rate estimates in these years.

  -- Adjusted EBITDA margin, by S&P's assumptions, should remain
     about 100 basis points above 2011 levels, toward 15%,
     incorporating some benefits from cost-reduction efforts and
     improvement in raw-material recovery, which pricing pressure
     from customers and potential launch related costs will
     somewhat offset.

  -- Free cash flow to debt should remain between 5% and 8%,
     partly because of somewhat higher year-over-year capital
     expenditure requirements over the next two years to meet
     growth outside its North American and European end markets.

"We consider Metaldyne's customer diversity, based on end markets,
to be moderate: The Detroit-based automakers, along with Hyundai
Motor Co. (BBB+/Stable/--) and the ZF Group (not rated), were just
below one-half of 2011 sales. The company is midsized--we estimate
just more than $1 billion in revenues in 2012--but we believe it
is a leader in some product areas. Still, we view its markets as
fairly fragmented because some competitors are in-house operations
of larger companies or automakers, and others are smaller and more
vulnerable. Metaldyne's current business is much less exposed to
unrecovered increases in raw material costs than its predecessor,
but not immune. This is a critical change, in our view, from
Metaldyne's previously more extensive operations. The company does
not have any significant pension or postretirement health care
obligations, and it has manageable union representation. We
believe the current owners purchased assets at prices that should
support profitable operations and manageable capital spending,"
S&P said.

"We believe competition in Metaldyne's main product lines is based
on a combination of technology and cost, rather than system
integration or synergies across the range of products. We also
believe its current product portfolio could consistently generate
EBITDA margins in the low- to mid-teens, somewhat higher compared
with most similarly rated auto suppliers, particularly given
prospects for some ongoing recovery in industry demand and the
benefits of operating leverage," S&P said.

"The stable rating outlook reflects our belief that Metaldyne
would generate positive FOCF in the 12 months ahead with sustained
EBITDA margins at above 2011 levels, given the somewhat favorable
trend for vehicle production in North America, though ongoing
weakness in Europe somewhat offsets it. We consider Ford's ability
to maintain its market share to be a key factor in Metaldyne's
performance, and we believe some further share gains from other
key customers are possible," S&P said.

"We could lower the rating if FOCF generation turns negative for
consecutive quarters or if we believe that debt to EBITDA,
including our adjustments, would approach 5x or higher. Though we
view this as unlikely, debt to EBITDA could reach this threshold
if, for example, Metaldyne's sales fall meaningfully (more than
20%) year over year in 2013 with a more than 250-basis-points
decline in EBITDA margins," S&P said.

"We consider an upgrade unlikely during the next year based on our
current assessment of Metaldyne's business and financial risks and
its concentrated ownership by financial sponsors, which we believe
indicates that financial policies will remain aggressive," S&P
said.


MF GLOBAL: House Panel Says Corzine Decisions Led to Bankruptcy
---------------------------------------------------------------
The House Subcommittee for Financial Services Oversight and
Investigations on Nov. 14 issued a three-page statement indicating
that decisions by Jon Corzine led to MF Global's bankruptcy and
missing customer funds.

According to the statement, decisions by Corzine to chart a
radically different course for MF Global and try to turn the 230-
year-old commodities broker into a full-service investment bank
were the cause of the firm's bankruptcy and failure to protect
customer funds, Republican members of a congressional subcommittee
will report this week.

The House Financial Services Subcommittee on Oversight and
Investigations, chaired by Rep. Randy Neugebauer, will release the
full results of its year-long staff investigation into the
collapse of MF Global on Thursday.

"Our investigation is essentially an autopsy of how MF Global came
to its ultimate demise and what can be done to prevent similar
customer losses in the future," said Chairman Neugebauer.

Corzine, a former co-chairman of Goldman Sachs who later became a
U.S. senator and governor of New Jersey, resigned from MF Global
on November 4, 2011, almost 20 months after becoming the firm's
Chairman and CEO.  The brokerage had declared bankruptcy four days
earlier and its collapse revealed a $1.6 billion shortfall in
customer funds.

"Choices made by Jon Corzine during his tenure as chairman and CEO
sealed MF Global's fate," Chairman Neugebauer stated.   "Farmers,
ranchers and other customers may never get back over $1 billion of
their money as a result of his decisions. Corzine dramatically
changed MF Global's business model without fully understanding the
risks associated with such a radical transformation."

The Subcommittee's staff investigation of MF Global involved three
hearings, more than 50 witness interviews, and the review of more
than 243,000 documents obtained from MF Global, its former
employees, federal regulators and other sources.

"By expanding MF Global into new business lines without first
returning its core commodities business to profitability, Corzine
ensured that the company would face enormous resource demands and
exposed it to new risks that it was ill-equipped to handle," the
subcommittee report states.

In order to generate the revenue needed to fund MF Global's
transformation, Corzine invested heavily in the sovereign debt of
struggling European countries.  These investments, which carried
enormous default and liquidity risks, were a "prime focus" of
Corzine's attention and he failed to develop a corporate strategy
for managing the risks, the subcommittee majority staff found.

                      Authoritarian atmosphere

Those risks were exacerbated by an authoritarian atmosphere
Corzine created at the firm where "no one could challenge his
decisions," the subcommittee report reveals.

Corzine made significant changes to MF Global's senior management,
including the hiring of Bradley Abelow, his former gubernatorial
chief of staff, as the firm's chief operating officer.

When MF Global's chief risk officer disagreed with Corzine about
the size of the company's European bond portfolio, Corzine
directed him to report to Abelow rather than to MF Global's board
of directors.  "This change effectively sidelined the most senior
individual charged with monitoring the company's risks and
deprived the board of an independent assessment of the risks that
Corzine's trades posed to MF Global, its shareholders and its
customers," the report declares.

     Corzine insulated trading activity from review process

In addition, the subcommittee's report reveals that Corzine acted
as MF Global's "de facto chief trader" and insulated his trading
activities from the company's normal risk management review
process.  This enabled Corzine to quickly build the company's
European bond portfolio "well in excess of prudent limits without
effective resistance."

Rather than hold the European bonds on MF Global's books, which
could expose the company to earnings volatility, Corzine chose to
use these bonds as collateral in repurchase-to-maturity (RTM)
transactions.  This permitted the company to book quick profits
while keeping the transactions off its balance sheet.

          Failure to initially disclose extent of risks

Since MF Global did not initially disclose the full extent of its
European bond holdings, federal regulators and the investing
public were not aware of all the risks facing the company.

The belated disclosure in October 2011 of its extensive European
RTM portfolio -- which amounted to 14 percent of MF Global's total
assets -- combined with poor earnings news prompted credit rating
agencies to downgrade the company's credit rating to junk status.

The downgrade set off a "run on the bank" by MF Global's
investors, customers and counterparties that created a liquidity
crisis during what would turn out to be the company's final days.

Because Corzine had failed to integrate systems and controls for
managing the company's liquidity and protecting customer funds,
the company could not fully assess and anticipate its liquidity
needs during the crisis, nor could it coordinate its cash
management, liquidity monitoring and regulatory compliance
functions.

      Liquidity crisis prompts withdrawal of customer funds

"As the company struggled to find additional liquidity," the
subcommittee reports, "company employees identified excess company
funds held in customer accounts.  However, because they did not
have an accurate accounting of the amount of customer funds the
company held, they withdrew customer funds as well as company
funds."

The subcommittee notes that it will be up to prosecutors and
regulators to determine whether MF Global or its employees
violated laws or regulations when these withdrawals of customer
funds were made.

                      'Dereliction of duty'

"However, the responsibility for failing to maintain the systems
and controls necessary to protect customer funds rests with
Corzine," the report maintains.  "This failure represents a
dereliction of his duty as MF Global's chairman and CEO."

In its report, the subcommittee recommends that Congress consider
legislation to impose civil liability on the officers and
directors of futures commission merchants (FCMs) like MF Global
who sign financial statements or authorize transfers from customer
segregated accounts.  Such legislation could "restore investor
confidence in the derivatives markets and ensure that an FCM does
not misuse customer funds in the future," the Subcommittee report
said.

         Other findings of investigation to be released

In addition to its findings that Corzine's decisions led to MF
Global's downfall, the Subcommittee report is expected to address
regulatory agencies' failure to share critical information with
each other about MF Global, failures by credit rating agencies to
sufficiently review MF Global's public filings, and concerns about
the New York Federal Reserve's decision to designate MF Global as
a "primary dealer" despite the company's troubled financial
situation.


NATIONAL CINEMEDIA: Moody's Rates $375MM Bank Facilities 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to National
CineMedia's (NCM) new $375 million senior secured bank credit
facilities. NCM's corporate family rating and probability of
default rating remain unchanged at Ba3. The company's senior
secured notes continue to be rated Ba2 while senior unsecured
notes remain B2. NCM's speculative grade liquidity rating remains
unchanged at SGL-2 (good) and the outlook remains stable.

The new senior secured credit facility, comprised of a $110
million revolving credit facility and a $265 million term loan B,
replaces an existing facility comprised of the $225 million
balance of a term loan B and a $105 million revolving credit
facility. Proceeds from the new term loan will repay the existing
term loan, fund swap breakage and other fees and expenses with a
small residual that will reduce revolver outstandings. Since the
transaction does not affect leverage (June 30, 2012 Moody's-
adjusted Debt/EBITDA was 4.2x), it has no affect on ratings. With
terms to maturity being extended, the transaction has positive
implications.

The following summarizes the rating action and National
CineMedia's ratings:

Issuer: National CineMedia, LLC

  Assignments:

    Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3, 39%)

  Other:

    Corporate Family Rating, unchanged at Ba3

    Probability of Default Rating, unchanged at Ba3

    Speculative Grade Liquidity Rating, unchanged at SGL-2

    Outlook, unchanged at Stable

    Senior Secured Regular Bond/Debenture, unchanged at Ba2 (LGD3,
    39%)

    Senior Secured Bank Credit Facility, unchanged at Ba2 (LGD3,
    39%); to be withdrawn in due course

    Senior Unsecured Regular Bond/Debenture, unchanged at B2
    (LGD6, 90%)

Ratings Rationale

National CineMedia LLC's (NCM) Ba3 corporate family rating is
based primarily on the company's stable and sustainable cash flow
and leverage. June 30, 2012 Debt/EBITDA is 4.2x (inclusive of
Moody's adjustments) and is expected to decline in 2013 and be in
the 3.5x-to-low 4.0x range over the rating horizon. These positive
attributes are offset by the company's mandate to distribute all
free cash flow to its members and by the potential of results
declining over time should ongoing secular pressures stress the
financial profiles of its cinema exhibition partners.

Rating Outlook

The stable ratings outlook reflects expectations of relatively
stable revenue and EBITDA growth and leverage that is from 3.5x to
the low 4.0's.

What Could Change the Rating - UP

Should NCM maintain TD/EBITDA at less than 3.5x while committing
to operate in such a range, positive ratings pressure could
result. However, given the combination of NCM's mandate to
distribute all of its free cash flow and the potential of a re-
levering event, a ratings upgrade is not anticipated.

What Could Change the Rating - DOWN

Downwards rating pressure may occur if debt increased to fund a
special dividend, or were the company to experience an operational
set-back such that leverage was expected to be sustained above
4.25x. Adverse liquidity developments or debt-financed acquisition
activity would also provide adverse ratings pressure.

The principal methodology used in rating National CineMedia LLC
was the Global Broadcast and Advertising Related Industry
Methodology published in May 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.

Corporate Profile

National CineMedia LLC (NCM) is headquartered in Centennial,
Colorado, and is a privately held joint venture operator of the
largest digital in-theatre network in North America. National
CineMedia, Inc. is NCM's publicly traded managing member (48.6%
interest). NCM distributes advertisements and other content
through its digital network, primarily through agreements with
founding members, Regal Entertainment Group (holds a 19.7%
ownership position in NCM), AMC Entertainment Inc. (holds an 15.5%
ownership position), and Cinemark, Inc. (holds a 16.2% ownership
position). NCM's mandate requires that it distribute all cash flow
that is not required for operational purposes to its owners.


NEW ENERGY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: New Energy Corp.
        3201 West Calvert Street
        South Bend, IN 46613

Bankruptcy Case No.: 12-33866

Chapter 11 Petition Date: November 9, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Jeffrey J. Graham, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  One Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  E-mail: jgraham@taftlaw.com

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

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

The petition was signed by Russell L. Abarr, president and chief
operating officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Nathan Kimpel             Trade Debt             $2,353,125
16062 SW 14th Ave
Ocala, FL 34473

Randy Chrobot             Trade Debt             $1,882,500
22133 Sandybrook Dr
South Bend, IN 46628

Michael Craig             Trade Debt             $941,250
54578 Old Bedford Trail
Mishawaka, IN 46545

Ronald Jones              Trade Debt             $941,250
30903 Rocking
Horse Lane
Niles, MI 49120

Ronald Kuntz              Trade Debt             $751,850
14768 Clover Ridge Dr
Granger, IN 46530

Indiana Michigan Power    Trade Debt             $603,040
P.O. Box 24401
Canton, OH 44701-4401

IDEM NPDES                Trade Debt             $287,528
100 North Senate Ave.
Indianapolis, IN
46680-6015

Ronald Jones              Trade Debt             $193,750

Renewable Fuels           Trade Debt             $114,750
Association

Ernst & Young LLP         Trade Debt             $84,999

Arisdyne                  Trade Debt             $75,000

Conoco Phillips           Trade Debt             $50,540

Danco-Heath Oil           Trade Debt             $42,851

Eagle Services Corp.      Trade Debt             $38,544

KA Steel Chemicals        Trade Debt             $26,286

Alexander Chemical        Trade Debt             $25,821
Corporation

Interactive Health        Trade Debt             $23,850
solutions

Dion Chemical Corp.       Trade Debt             $20,026

Orion Group               Trade Debt             $19,387

Andersons, The-urea       Trade Debt             $18,467


NEW PEOPLES: Incurs $1.5 Million Net Loss in Third Quarter
----------------------------------------------------------
New Peoples Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.46 million on $8.26 million of total interest and
dividend income for the three months ended Sept. 30, 2012,
compared with a net loss of $1.83 million on $10.09 million of
total interest and dividend income for the same period during the
prior year.

The Company reported a net loss of $6.53 million on $25.65 million
of total interest and dividend income for the nine months ended
Sept. 30, 2012, compared with a net loss of $2.95 million on
$31.71 million of total interest and dividend income for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $708.21
million in total assets, $680.10 million in total liabilities and
$28.11 million in total stockholders' equity.

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

                        http://is.gd/EP1BBe

                   About New Peoples Bankshares

New Peoples Bankshares, Inc., is a Virginia bank holding company
headquartered in Honaker, Virginia.  New Peoples subsidiaries
include: New Peoples Bank, Inc., a Virginia banking corporation
(the Bank) and NPB Web Services, Inc., a web design and hosting
company (NPB Web).

The Bank is headquartered in Honaker, Virginia and operates 27
full service offices in the southwestern Virginia counties of
Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise,
Lee, Smyth, and Bland; Mercer County in southern West Virginia and
the eastern Tennessee counties of Sullivan and Washington.

According to the Company's quarterly report for the period ended
June 30, 2012, the Company and the Bank are subject to various
capital requirements administered by federal banking agencies.

"The Bank was well capitalized as of June 30, 2012, as defined by
the capital guidelines of bank regulations, however, the Company
continued to be below the minimum capital requirements as a result
of the Tier 1 leverage ratio decreasing to 3.72%, which was below
the minimum requirement of 4.00%.  Subject to the conversion of
the director notes, we expect to return to well-capitalized status
at the holding company level in 2012.  The Company's capital as a
percentage of total assets was 3.27% at June 30, 2012, compared to
3.70% at Dec. 31, 2011."


NEWPAGE CORP: Defends Settlement With Cerberus
----------------------------------------------
Peg Brickley at Daily Bankruptcy Review reports that NewPage Corp.
says a proposed $1.5 million settlement with Cerberus Capital
Management LP should be approved because creditors have failed to
make a case against Cerberus for insider trading, overcharging or
other alleged wrongs.

The Disclosure Statement for NewPage's 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.

                        About NewPage Corp

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

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

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

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

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

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

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

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

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.


NORTHERN TOOL: Moody's Assigns 'Ba3' CFR/PDR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned Ba3 Corporate Family and
Probability of Default Ratings to Northern Tool & Equipment
Company, Inc. and a Ba3 rating to its proposed $200 million senior
secured term loan. The rating outlook is stable.

On November 8, 2012 Northern Tool announced that it has agreed to
acquire The Sportsman's Guide and The Golf Warehouse (together the
"Targets") from Redcats USA, a division of French company PPR S.A.
(not rated by Moody's), for $215 million. The transaction will be
funded with proceeds from the proposed term loan as well as
drawings under the company's proposed $100 million ABL revolving
credit facility (not rated by Moody's). The ratings are subject to
completion of the transaction and review of final documentation.
This is a first time rating for Northern Tool.

The following ratings were assigned to Northern Tool:

-- Corporate Family Rating at Ba3;

-- Probability-of-Default Rating at Ba3;

-- $200 million Senior Secured Term Loan due 2019 at Ba3 (LGD 4,
53%).

RATINGS RATIONALE

Northern Tool's Ba3 rating reflects the company's moderate
leverage associated with the acquisition of the Targets, with pro
forma lease adjusted debt/EBITDA estimated to be about 4.2 times,
as well as the risks associated with the relatively large,
transformative transaction which increases revenue by over 50% to
about $1.3 billion. The rating also reflects the company's small
scale and narrow product offering relative to other global rated
retailers, but acknowledges the benefits of the transaction,
including the broadening of Northern Tool's product and brand
portfolio and customer reach, as well as increasing its already
credible share of the online retail market. Given the similar
operating platforms and customer demographics, the transaction is
likely to bring significant synergistic revenue and cost savings
opportunities over time as the company leverages its scale. The
rating also reflects the expectation for good liquidity.

The stable outlook assumes that the company will successfully
integrate the Targets and solidify its position in the rating
through profitable growth and utilizing free cash flow to reduce
debt.

A ratings upgrade is unlikely over the near term due to the size
of the acquisition and associated execution and integration risks.
Over time, ratings could be upgraded if the company successfully
integrates the Targets, demonstrates profitable growth and
sustainably reduces debt to EBITDA below 3.5 times while
maintaining good liquidity.

Ratings could be downgraded if operating performance deteriorates,
either through weak industry conditions or difficulty integrating
the acquisition. Specific metrics include leverage rising above
4.5 times or interest coverage falling below 3.0 times.

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

Headquartered in Burnsville, MN, Northern Tool & Equipment
Company, Inc. is a retailer of consumer goods and construction
equipment, selling nationally through its direct to consumer
catalogs, e-commerce websites and network of 79 retail stores
located in the Midwest and Southeastern United States.  The
Sportsman's Guide, headquartered in St. Paul, MN, is a retailer of
value-priced outdoor equipment, clothing and footwear, selling
through the online and catalog channels.  The Golf Warehouse is a
Wichita, KS based retailer of sports equipment, footwear, apparel
and accessories, selling primarily through its e-commerce
websites.  Pro forma for the acquisition of The Sportsman's Guide
and The Golf Warehouse, annual revenue is estimated to exceed
$1.3 billion.


NORTHERN TOOL: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Minnesota-based Northern Tool & Equipment Co.
Inc.  S&P is also assigning a 'B+' corporate credit rating to
Northern Tool & Equipment Catalog Co. Inc.  The outlook is stable.

In addition, S&P is assigning a 'B+' (the same level as the
corporate credit rating) issue-level rating to the company's
proposed $200 million seven-year term loan.  The recovery rating
is '3' indicating S&P's expectation of meaningful (50% to 70%)
recovery in the event of a payment default.  S&P is not rating the
revolver.

"The ratings reflect what we consider to be Northern Tool's
'aggressive' financial risk profile, which incorporates
substantial debt leverage following the proposed debt-funded
acquisition, but good cash flow coverage ratios, and minimal near-
term debt maturities that provides financial flexibility, Said
Standard & Poor's credit analyst Andy Sookram. "In our view, its
business risk profile is 'weak,' an assessment that factors in its
small size in the highly competitive and fragmented home
improvement and sporting goods retailing industries and its
vulnerability to price competition."

"Pro forma for the transaction, leverage is nearly 4x and funds
from operations (FFO) to debt is 18%, compared with 2.1x and 44%
on July 31, 2012. In addition, EBITDA margins are about 7%,
representing an increase from 6.3% previously, which results from
the inclusion of the higher-margin Sportsman's Guide operations.
Northern Tools indicated that its three businesses will operate on
a stand-alone basis with the likelihood for cross-selling
opportunities as they share a similar customer base, which is
predominantly middle-aged males. We think the company should
obtain modest cost savings in the near term, primarily from
overhead consolidation," S&P said.

"The stable outlook reflects our view that Northern Tool will
benefit from modest sales and profit growth in the next year. We
think the company will generate cash flow to fund its core
requirements and tax-related distributions, and will use excess
cash flows to partly reduce debt. Specifically, we anticipate
leverage declining to the mid-3x area and FFO to debt increasing
to about 20%," S&P said.

"We could consider a higher rating if Northern Tool's business
fundamentals improve above our expectations, for example, higher
demand for tools and equipment and expansion of its private label
offerings, or if it can leverage its common customer base across
all three businesses to garner meaningful sales growth. If these
trends were to occur, we could see EBITDA margins expanding to the
mid-8% area and leverage declining to about 3x. We would also need
to see FFO improving to about 25% and be comfortable that
financial policy decisions will not impair credit protection
measures," S&P said.

"Alternatively, we could consider a downgrade if increasing
competition in its core businesses hurts Northern Tool's operating
performance, or if merchandising issues lead to significant
inventory markdowns. Under such scenario, we could see a 200-
basis-point contraction of EBITDA margin and an increase in
leverage to nearly 5x.  Additional factors that could trigger a
downgrade include large debt-funded dividends or acquisitions,"
S&P said.


NORTHWEST PARTNERS: Trustee to Disburse Revenue Fund to Fannie Mae
------------------------------------------------------------------
The Hon. Bruce T. Beeseley of the U.S. Bankruptcy Court for the
District of Nevada signed a stipulation terminating the automatic
stay in the Chapter 11 case of Northwest Partners doing business
as Austin Crest Apts, a Nevada Limited Partnership, and permitting
Federal National Mortgage Association (Fannie Mae) to apply the
revenue fund to the account balance.

The Debtor stated that it has no objection to Fannie Mae's motion
and agrees that Zions First National bank (the trustee) may
immediately disburse to Fannie Mae all amounts held in the revenue
fund.

The stipulation provides that, among other things:

   -- the motion to terminate automatic stay is granted; and

   -- trustee may disburse all amounts currently held in the
      revenue fund to Fannie Mae.

                     About Northwest Partners

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

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


OMEGA NAVIGATION: Nordbank Wants Case Converted to Chapter 7
------------------------------------------------------------
BankruptcyData.com reports that HSH Nordbank AG filed with the
U.S. Bankruptcy Court a second motion to convert the Omega
Navigation Enterprises Chapter 11 reorganization proceeding to a
liquidation under Chapter 7.

Nordbank insists, "Now, over fifteen months into these bankruptcy
cases, the continued deterioration of the shipping market has
rendered reorganization impossible. The Senior Lenders' interest
in the eight ships mortgaged to them as collateral for a $242
million loan and the cash generated from the Ships - the Senior
Lenders' collateral - is not adequately protected." Nordbank also
filed a motion seeking the appointment of a Chapter 11 trustee to
the case.

The Court scheduled a Dec. 13, 2012 hearing on the issue.

                       About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OVERSEAS SHIPHOLDING: Seeks Bankruptcy Protection From Creditors
----------------------------------------------------------------
Overseas Shipholding Group, Inc., and 180 affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-
20000) on Nov. 14.

Overseas Shipholding, owner or operator of 111 vessels that
transport oil and petroleum products throughout the world, said in
a statement that it intends to use the Chapter 11 process to
significantly reduce its debt profile, reorganize other financial
obligations and create a strong financial foundation for the
Company's future.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.

Captain Robert E. Johnston, senior vice president and head of the
U.S. Flag Strategic Business Unit of the Debtors, explains in a
court filing, "Two main factors have led the Debtors to commence
these Chapter 11 cases: First, over the past several years, there
has been a general decline in global demand for oil and petroleum
products while, at the same time, global shipping capacity
increased dramatically as new vessels entered the market. This has
lead to a sharp decrease in international tanker utilization and
downward pressure on industry charter rates.  Second, OSG faces a
liquidity shortfall due to the approaching maturity of certain
debt obligations, at the same time that it has announced it is
investigating whether its financial statements need to be
restated, which has severely limited any access to the capital and
credit markets."

On Oct. 22, 2012, OSG publicly announced that it was in the
process of reviewing a tax issue arising from the fact that OSG is
domiciled in the United States but has substantial international
operations, in relation to the interpretation of certain
provisions contained in OSG's loan agreements.  As a result, OSG
announced that investors should not rely on its financial
statements for at least the last three years.  The company's
regulatory filing 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."  On Oct. 22, Standard &
Poor's and Moody's downgraded OSG's credit ratings, which further
jeopardized the ongoing relationship between OSG and its creditors
and complicated the process of obtaining additional liquidity.

OSG said it has been assessing its projected liquidity position,
particularly taking into account its highly leveraged debt
position, downgraded credit ratings, and significant other
practical limitations.

After exploring all practicable alternatives, OSG has concluded
that, if it does not seek protection from creditors in an
organized reorganization, it faces significant risk of individual
creditor action to the detriment of the value and stability of its
business.

Morten Arntzen, President and CEO, commented, in a statement, "The
last few years have been difficult for everyone in our industry,
but OSG has continued to provide safe, incident-free and reliable
shipping services for our global client base.  Our Jones Act
fleet, in particular, has performed very well the last 18 months
and has secured a number of notable contract extensions.  Over the
past two weeks, OSG has continued to fix vessels with our clients.
We will use the Chapter 11 process to definitively resolve our
financial issues.  An orderly restructuring in Chapter 11 will
provide stability both to OSG and to the entire shipping industry.
We expect to emerge from our Chapter 11 reorganization with a
solid financial base and clear path to future success.

"During the reorganization, we have more than enough cash to
support our operations, and we expect it to be business as usual
for OSG's customers, employees, partners and suppliers.  Thanks to
our talented and dedicated employees around the world, we continue
to enjoy a great reputation in our markets.  I would like to thank
them for their continued support and hard work," Mr. Arntzen
continued.

                         Foreign Affiliates

The OSG group consists of Overseas Shipholding Group, Inc., the
ultimate corporate parent, and over 250 affiliates around the
world.

Certain subsidiaries, including those that manage the Company's
facilities in Manila, Singapore, Greece, London and Newcastle,
have not filed for Chapter 11 reorganization.

OSG Companies that are not part of the Chapter 11 filing include
OSG Ship Management (UK) Ltd., which is domiciled in England,
OSG Ship Management Asia Pacific Pte. Ltd., which is domiciled
in Singapore, OSG-NNA Ship Management Services, Inc., which is
domiciled in the Philippines, and OSG Ship Management (GR) Ltd.,
which is domiciled in Greece. The Debtors intend that the Non-
Debtor Affiliates will continue to operate in the ordinary course
of business during the pendency of the Chapter 11 cases.

The Newcastle, England office is responsible for financial
services and information technology services internationally.  In
addition, the Newcastle office handles the LNG and FSO technical
operations.  The Athens office manages the international tanker
fleet of crude and product tankers, focusing on technical
operations.  The Manila office operates part of the Debtors'
international flag operations, especially crewing and training
operations.  The Singapore office focuses on commercial aspects of
the international flag business.

A complete list of the OSG entities which filed, and those which
did not file, Chapter 11 petitions, is available at
http://www.kccllc.net/osg

                          Business as Usual

OSG intends to work with its constituencies to emerge from
bankruptcy as quickly as possible while maintaining the company's
market position, business model and strategy.

OSG will continue to serve customers without interruption while it
reorganizes its debt.  OSG has more than adequate cash to allow
the company to continue operating as usual and does not require
debtor-in-possession financing.  In addition, the company expects
to generate significant cash flow while in Chapter 11, further
ensuring its ability to maintain safe, reliable and high-quality
operations throughout the process.

OSG has filed first-day motions that ask the Court to approve,
among other things, payment of employee wages and benefits that
were incurred before the petition was filed, payment of certain
pre-filing amounts owed to vendors and suppliers, and continued
access to the company's cash collateral and cash management
systems.  The company is working closely with its vendors to
secure their continued support.

The Debtor said in a court filing that they intend to pay $4.8
million of outstanding prepetition claims of critical and foreign
vendors.

During the process, John Ray, CEO of Greylock Partners LLC, will
serve as Chief Reorganization Officer.  OSG is being advised by
its legal counsel, Cleary Gottlieb Steen & Hamilton LLP, and its
financial advisor, Chilmark Partners LLC.

                             NOL Motion

The Debtors have filed U.S. federal income tax returns reflecting
net operating losses (?NOLs?) of approximately $310 million
through the end of the taxable year ending December 31, 2011. I am
advised that, because the Internal Revenue Code permits
corporations to carry forward NOLs to offset future income and
reduce future tax liabilities, these NOLs are valuable assets of
the Debtors' estates. In fact, based on a federal corporate income
tax rate of 35%, Debtors' NOLs through December 31, 2011 could
yield future tax savings to the Debtors of in excess of $100
million.

The Debtors seek the authority from the Bankruptcy Court to
enforce the stay to preclude certain transfers of OSG's common
stock and to monitor and possibly object to other changes in the
ownership of the stock.  The Debtors said that if too many blocks
of equity securities representing 5% or more of the Debtors'
shares are created through purchases, sales or issuances, or too
many shares are added to or sold from such blocks, the Debtors may
lose their ability to utilize their NOLs.  The Debtors believe the
availability of these tax savings may prove important to the
financial health of the Debtors and the formulation of any plan of
reorganization.

                    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.


OVERSEAS SHIPHOLDING: Case Summary & 50 Largest Unsec. Creditors
----------------------------------------------------------------
Lead
Debtor: Overseas Shipholding Group, Inc.
        666 Third Avenue
        New York, NY 10017

Bankruptcy Case No.: 12-20000

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                                 Case No.
     ------                                 --------
     OSG International, Inc.                12-20001
     OSG Bulk Ships, Inc.                   12-20002
     1372 Tanker Corporation                12-20003
     Africa Tanker Corporation              12-20004
     Alcesmar Limited                       12-20005
     Alcmar Limited                         12-20006
     Alpha Suezmax Corporation              12-20007
     Alpha Tanker Corporation               12-20008
     Amalia Product Corporation             12-20009
     Ambermar Product Carrier Corporation   12-20010
     Ambermar Tanker Corporation            12-20011
     Andromar Limited                       12-20012
     Antigmar Limited                       12-20013
     Aqua Tanker Corporation                12-20014
     Aquarius Tanker Corporation            12-20015
     Ariadmar Limited                       12-20016
     Aspro Tanker Corporation               12-20017
     Atalmar Limited                        12-20018
     Athens Product Tanker Corporation      12-20019
     Atlas Chartering Corporation           12-20020
     Aurora Shipping Corporation            12-20021
     Avila Tanker Corporation               12-20022
     Batangas Tanker Corporation            12-20023
     Beta Aframax Corporation               12-20024
     Brooklyn Product Tanker Corporation    12-20025
     Cabo Hellas Limited                    12-20026
     Cabo Sounion Limited                   12-20027
     Caribbean Tanker Corporation           12-20028
     Carina Tanker Corporation              12-20029
     Carl Product Corporation               12-20030
     Concept Tanker Corporation             12-20031
     Crown Tanker Corporation               12-20032
     Delphina Tanker Corporation            12-20033
     Delta Aframax Corporation              12-20034
     DHT Ania Aframax Corp.                 12-20035
     DHT Ann VLCC Corp.                     12-20036
     DHT Cathy Aframax Corp.                12-20037
     DHT Chris VLCC Corp.                   12-20038
     DHT Rebecca Aframax Corp.              12-20039
     DHT Regal Unity VLCC Corp.             12-20040
     DHT Sophie Aframax Corp.               12-20041
     Dignity Chartering Corporation         12-20042
     Edindun Shipping Corporation           12-20043
     Eighth Aframax Tanker Corporation      12-20044
     Epsilon Aframax Corporation            12-20045
     First Chemical Carrier Corporation     12-20046
     First LPG Tanker Corporation           12-20047
     First Union Tanker Corporation         12-20048
     Fourth Aframax Tanker Corporation      12-20049
     Front President Inc.                   12-20050
     Goldmar Limited                        12-20051
     GPC Aframax Corporation                12-20052
     Grace Chartering Corporation           12-20053
     International Seaways, Inc.            12-20054
     Jademar Limited                        12-20055
     Joyce Car Carrier Corporation          12-20056
     Juneau Tanker Corporation              12-20057
     Kimolos Tanker Corporation             12-20058
     Kythnos Chartering Corporation         12-20059
     Leo Tanker Corporation                 12-20060
     Leyte Product Tanker Corporation       12-20061
     Limar Charter Corporation              12-20062
     Luxmar Product Tanker Corporation      12-20063
     Luxmar Tanker LLC                      12-20064
     Majestic Tankers Corporation           12-20065
     Maple Tanker Corporation               12-20066
     Maremar Product Tanker Corporation     12-20067
     Maremar Tanker LLC                     12-20068
     Marilyn Vessel Corporation             12-20069
     Maritrans General Partner Inc.         12-20070
     Maritrans Operating Company L.P.       12-20071
     Milos Product Tanker Corporation       12-20072
     Mindanao Tanker Corporation            12-20073
     Mykonos Tanker LLC                     12-20074
     Nedimar Charter Corporation            12-20075
     Oak Tanker Corporation                 12-20076
     Ocean Bulk Ships, Inc.                 12-20077
     Oceania Tanker Corporation             12-20078
     OSG 192 LLC                            12-20079
     OSG 209 LLC                            12-20080
     OSG 214 LLC                            12-20081
     OSG 215 Corporation                    12-20082
     OSG 242 LLC                            12-20083
     OSG 243 LLC                            12-20084
     OSG 244 LLC                            12-20085
     OSG 252 LLC                            12-20086
     OSG 254 LLC                            12-20087
     OSG 300 LLC                            12-20088
     OSG 400 LLC                            12-20089
     OSG America L.P.                       12-20090
     OSG America LLC                        12-20091
     OSG America Operating Company LLC      12-20092
     OSG Car Carriers, Inc.                 12-20093
     OSG Clean Products International, Inc. 12-20094
     OSG Columbia LLC                       12-20095
     OSG Constitution LLC                   12-20096
     OSG Courageous LLC                     12-20097
     OSG Delaware Bay Lightering LLC        12-20098
     OSG Discovery LLC                      12-20099
     OSG Endeavor LLC                       12-20100
     OSG Endurance LLC                      12-20101
     OSG Enterprise LLC                     12-20102
     OSG Financial Corp.                    12-20103
     OSG Freedom LLC                        12-20104
     OSG Honour LLC                         12-20105
     OSG Independence LLC                   12-20106
     OSG Intrepid LLC                       12-20107
     OSG Liberty LLC                        12-20108
     OSG Lightering LLC                     12-20109
     OSG Lightering Acquisition Corporation 12-20110
     OSG Lightering Solutions LLC           12-20111
     OSG Mariner LLC                        12-20112
     OSG Maritrans Parent LLC               12-20113
     OSG Navigator LLC                      12-20114
     OSG New York, Inc.                     12-20115
     OSG Product Tankers AVTC, LLC          12-20116
     OSG Product Tankers Member LLC         12-20117
     OSG Product Tankers II, LLC            12-20118
     OSG Product Tankers I, LLC             12-20119
     OSG Product Tankers, LLC               12-20120
     OSG Quest LLC                          12-20121
     OSG Seafarer LLC                       12-20122
     OSG Ship Management, Inc.              12-20123
     OSG Valour LLC                         12-20124
     Overseas Allegiance Corporation        12-20125
     Overseas Anacortes LLC                 12-20126
     Overseas Boston LLC                    12-20127
     Overseas Diligence LLC                 12-20128
     Overseas Galena Bay LLC                12-20129
     Overseas Houston LLC                   12-20130
     Overseas Integrity LLC                 12-20131
     Overseas Long Beach LLC                12-20132
     Overseas Los Angeles LLC               12-20133
     Overseas Martinez LLC                  12-20134
     Overseas New Orleans LLC               12-20135
     Overseas New York LLC                  12-20136
     Overseas Nikiski LLC                   12-20137
     Overseas Perseverance Corporation      12-20138
     Overseas Philadelphia LLC              12-20139
     Overseas Puget Sound LLC               12-20140
     Overseas Sea Swift Corporation         12-20141
     Overseas Shipping (GR) Ltd.            12-20142
     Overseas ST Holding LLC                12-20143
     Overseas Tampa LLC                     12-20144
     Overseas Texas City LLC                12-20145
     Pearlmar Limited                       12-20146
     Petromar Limited                       12-20147
     Pisces Tanker Corporation              12-20148
     Polaris Tanker Corporation             12-20149
     Queens Product Tanker Corporation      12-20150
     Reymar Limited                         12-20151
     Rich Tanker Corporation                12-20152
     Rimar Chartering Corporation           12-20153
     Rosalyn Tanker Corporation             12-20154
     Rosemar Limited                        12-20155
     Rubymar Limited                        12-20156
     Sakura Transport Corp.                 12-20157
     Samar Product Tanker Corporation       12-20158
     Santorini Tanker LLC                   12-20159
     Serifos Tanker Corporation             12-20160
     Seventh Aframax Tanker Corporation     12-20161
     Shirley Tanker SRL                     12-20162
     Sifnos Tanker Corporation              12-20163
     Silvermar Limited                      12-20164
     Sixth Aframax Tanker Corporation       12-20165
     Skopelos Product Tanker Corporation    12-20166
     Star Chartering Corporation            12-20167
     Suezmax International Agencies, Inc.   12-20168
     Talara Chartering Corporation          12-20169
     Third United Shipping Corporation      12-20170
     Tokyo Transport Corp.                  12-20171
     Transbulk Carriers, Inc.               12-20172
     Troy Chartering Corporation            12-20173
     Troy Product Corporation               12-20174
     Urban Tanker Corporation               12-20175
     Vega Tanker Corporation                12-20176
     View Tanker Corporation                12-20177
     Vivian Tankships Corporation           12-20178
     Vulpecula Chartering Corporation       12-20179
     Wind Aframax Tanker Corporation        12-20180

Type of Business:  Overseas Shipholding Group, Inc., is one of
                   the largest publicly traded tanker companies
                   in the world, engaged primarily in the ocean
                   transportation of crude oil and petroleum
                   products.

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

Chapter 11 Petition Date: Nov. 14, 2012

Court: U.S. Bankruptcy Court
       District of Delaware

Debtors'
Counsel:    James L. Bromley, Esq.
            Luke A. Barefoot, Esq.
            CLEARY GOTTLIEB STEEN & HAMILTON LLP
            One Liberty Plaza
            New York, NY 10006
            Tel: (212) 225-2000
            Fax: (212) 225-3999
            E-mail: jbromley@cgsh.com
                    lbarefoot@cgsh.com
            -- and --

            Derek C. Abbott, Esq.
            Daniel B. Butz, Esq.
            William M. Alleman, Jr., Esq.
            MORRIS, NICHOLS, ARSHT & TUNNELL LLP
            1201 North Market Street
            P.O. Box 1347
            Wilmington, DE 1347
            Tel: (302) 658-9200
            Fax: (302) 658-3989
            E-mail: dabbott@mnat.com
                    dbutz@mnat.com
                    walleman@mnat.com

Debtors'
Chief
Restructuring
Officer:     JOHN J. RAY III

Debtors'
Claims and
Noticing
Agent:      KURTZMAN CARSON CONSULTANTS LLC
            2335 Alaska Avenue
            El Segundo, CA 90245
            Tel: (866) 967-1780

Total Assets: $4,151,334,000 at June 30, 2012

Total Liabilities: $2,674,281,000 at June 30, 2012

The petitions were signed by Michael J. Zimmerman, chairman.

Debtors' Consolidated List of Their 50 Largest Unsecured
Creditors:

        Entity                   Nature of Claim    Claim Amount
        ------                   ---------------    ------------
DNB NORBANK                      Revolving Letter   $1,491,644,436
Attn: Alberto Caceda             of Credit
DNB Norbank - Houston Office
333 Clay Street, Suite 3950
Houston, TX 77002

THE BANK OF NEW YORK MELLON,     Bond Debt            $302,979,167
as indenture trustee for the
8.125% debenture due 2018
Attn: Lawrence O'Brian
101 Barclay Street - Floor 8W
New York, NY 10286

WILMINGTON TRUST COMPANY, as     Bond Debt            $148,707,083
Indenture trustee for the 7.5%
Senior notes, due 2024
Attn: Geoffrey J. Lewis
1100 North Market Street
Wilmington, DE 19890

THE BANK OF NEW YORK MELLON,     Bond Debt             $66,122,827
as indenture trustee for the
8.75% debenture due 2013
Attn: Lawrence O'Brian
101 Barclay Street - Floor 8W
New York, NY 10286

RETIREMENT PLAN OF MARITRANS,    Pension Plan          $15,835,581
INC.
Trustee New York Life Trust
Company FBO
Attn: Peter Kirkfield,
Trust Operations
690 Canton Street
Westwood, MA 02090-2321

CITIGROUP                        Derivative              $737,253
Attn: Punit Nagori               Contract
Citibank New York
388 Greenwich Street,
11th Floor
New York, NY 10013

ROYAL BANK OF SCOTLAND           Derivative              $684,596
Attn: Andrew Stirling            Contract
Corporate Risk Solutions
Shipping
135 Bishopgate
London EC2M 3UR
United Kingdom

DNB NOR MARKETS                  Derivative              $667,353
Attn: Preeti Panikkaveetil       Contract
200 Park Avenue
New York, NY 10166-0396

HSH NORDBANK NEW YORK BRANCH     Derivative              $666,204
Attn: John C. Hammond            Contract
230 Park Avenue
New York, NY 10169-0005

DEUTSCHE BANK AG                 Derivative              $509,284
Attn: Sebastien Neckel           Contract
Capital Markets & Treasury
Solutions
Corporate Treasury Sales
Alter Wall 53
Hamburg 20457 Germany

EVERCORE GROUP L.L.C.            Professional            $352,476
Attn: Frank Fortunato            Fees
c/o Accounts Payable Department
P.O. Box 5319
New York, NY 10150

DNB MARKETS                      Derivative              $151,326
                                 Contract

ING BANK NV                      Derivative              $150,378
                                 Contract

MCA ASSOCIATES INC               Trade Debt              $109,110

GENERAL MARITIME                 Trade Debt               $76,890

MJLF & ASSOC                     Trade Debt               $36,148

BAY HOUSTON TOWING CO            Trade Debt               $32,170

WW GRAINGER INC                  Trade Debt               $26,955

SPRINT                           Trade Debt               $21,528

US WATER TAXI                    Trade Debt               $20,246

L&R MIDLAND INC                  Trade Debt               $19,031

WILMINGTON INSTRUMENT CO INC     Trade Debt               $14,845

EXCEL HYDRAULICS LLC             Trade Debt               $13,236

CLARKSON SHIPPING SERVICES       Trade Debt               $13,172
USA INC

EXXON MOBIL MARIN LUBRICANTS     Trade Debt               $10,727

POTEN & PARTNERS INC             Trade Debt                $9,187

W & O SUPPLY                     Trade Debt                $9,174

MAN DIESEL & TURBO               Trade Debt                $8,987

WORLDWIDE CORROSION SERVICES     Trade Debt                $7,541
LTD

FLORIDA MARINE JOINER SERVICES   Trade Debt                $7,312
INC

LIBERTY MARINE SERVICES INC      Trade Debt                $6,632

CLEAN ISLANDS COUNCIL            Trade Debt                $6,000

BAYONNE LINEBOAT SERVICE         Trade Debt                $5,850

GLOBALVIEW SOFTWARE INC          Trade Debt                $5,775

HPI DIRECT INC                   Trade Debt                $5,695

MCQUILLING BROKERAGE INC         Trade Debt                $5,528

BROWARD COUNTY BOARD OF          Trade Debt                $4,970
COMMISSIONER

ASSOCIATED MARINE SERVICE INC    Trade Debt                $4,877

SAUER COMPRESSORS USA            Trade Debt                $4,741

ABF FREIGHT SYSTEM INC           Trade Debt                $4,635

CHEVRON SHIPPING COMPANY         Trade Debt                $4,224

DELAWARE BAY LAUNCH SERVICE      Trade Debt                $4,093

MARTIN OTTAWAY VAN HEMMEN &      Trade Debt                $3,652
DOLAN INC

ADP INC                          Trade Debt                $3,651

SST MARINE CONSULTING INC        Trade Debt                $3,380

GOODYEAR RUBBER PRODUCTS INC     Trade Debt                $3,366

SPECTRON ENERGY SERVICES         Trade Debt                $3,000
LIMITED (NORWAY BRANCH)

A&D INDUSTRIAL REPAIR CO INC     Trade Debt                $2,973

T-MOBILE                         Trade Debt                $2,920

MMC INTERNATIONAL CORP           Trade Debt                $2,748


OXLEY DEVELOPMENT: Unable to Reorganize; Case Dismissed
-------------------------------------------------------
The Hon. James R. Sacca of the U.S. Bankruptcy Court for the
Northern District of Georgia dismissed the Chapter 11 case of
Oxley Development Company, LLC.

As reported in the Troubled Company Reporter on Oct. 11, 2012,
Donald F. Walton, U.S. Trustee for Region 21, requested that the
Debtor's case be dismissed with prohibition against refiling for
at least 180 days.

On Aug. 7, 2012, German American Capital Corporation, which
asserts a security interest in the Debtor's 48.49 acres of land
located on Laurel Bluff and Laurel Island in Camden County,
Georgia, filed an emergency motion for relief from stay seeking to
proceed with a scheduled foreclosure sale of the property which it
had advertised for that date.  The Court held an emergency hearing
on the motion on Aug. 7, 2012, and on Aug. 8, 2012, entered an
order lifting the automatic stay as to GACC and the Property
effective as of 2 p.m. on Aug. 7, 2012.  Upon information and
belief, GACC proceeded with the scheduled foreclosure sale on
Aug. 7, 2012, based on the Court's oral announcement of its ruling
during the emergency hearing, and purchased the Property at that
sale.

The U.S. Trustee told the Court that Debtor does not have the
ability to reorganize and that no purpose is served by the
continued pendency of the Debtor's case.

                      About Oxley Development

Oxley Development Company, LLC, filed a Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-69799) in Atlanta Aug. 6, 2012.

Oxley Development owns the Laurel Bluff and Lauren Island, in
Camden County, Georgia.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101(51B), estimated assets of at least
$100 million and debts under $100 million.

This is not the first time Oxley has sought bankruptcy protection.
In October 2011, Oxley filed a Chapter 11 petition in Brunswick
(Bankr. S.D. Ga. Case No. 11-21338).  But the case was dismissed
at the behest of the U.S. Trustee.  The bankruptcy judge in May
granted relief from stay to German American Capital Corporation,
allowing the creditor to pursue its state law remedies in
connection with the Debtor's real property.

William S. Orange, III, Attorney at Law, represented the Debtor in
the prior Chapter 11 case.  In the new case, the Debtor is
represented by Paul Reece Marr P.C.  The Debtor disclosed
$105,700,000 in assets and $73,777,219 in liabilities as of the
Chapter 11 filing.

Creditor German American Capital Corp. is represented in the case
by Paul Baisier, Esq., and Shuman Sohrn, Esq., at Seyfarth Shaw
LLP.

No official committee of unsecured creditors has been appointed
pursuant to section 1102 of the Bankruptcy Code.


PA ACADEMY OF MUSIC: US Trustee Protests Counsel's Fees
-------------------------------------------------------
Tim Mekeel at Lancaster Online reports that George Conway, a trial
attorney in the U.S. Trustee's Office, has objected to at least
three of the motions filed by Jacques Geisenberger Jr., counsel to
Pennsylvania Academy of Music.

According to the report, since PAM entered bankruptcy in May 2010,
Mr. Conway also got PAM to move its endowment into a different
kind of account.  He also tried to get PAM to switch to a
different kind of bankruptcy.  But now, with Mr. Geisenberger
asking to be paid $166,000 for his final 21 months of service to
PAM, Mr. Conway has turned it up a notch.

The report says, in a new objection, Mr. Conway is criticizing the
caliber and impact of Mr. Geisenberger's work, while asking a
judge to set his pay.  Mr. Conway says Mr. Geisenberger's
"representation was often ineffective and often consisted of
unnecessary and excessive time being expended by him.

The report adds, in his six-page filing, the U.S. Trustee's Office
attorney alleged that Mr. Geisenberger "failed to demonstrate the
skill and experience that a practitioner of his experience should
have brought to bear."

The report notes a hearing on the objection has been set for
Nov. 28 before U.S. Bankruptcy Judge Jean FitzSimon in
Philadelphia.  In asking Judge FitzSimon to disallow Mr.
Geisenberger's request and determine a "fair and reasonable
amount" herself, Mr. Conway takes issue with numerous entries on
the itemized bill.

According to the report, Mr. Conway points to examples of what he
believes are excessive hours being billed for tasks such as
attending meetings and preparing motions.  He also points to Mr.
Geisenberger billing travel time at his full rate.

Based in Lancaster, Pennsylvania, Academy of Music dba The
Pennsylvania Academy of Music filed for Chapter 11 bankruptcy
protection on May 27, 2010 (Bankr. E.D. Pa. Case No. 10-14377).
Jacques H. Geisenberger, Jr., Esq., at Wheatland Place, represents
the Debtor in its restructuring effort.  The Company estimated
assets between $1 million and $10 million, and debts between
$100,000 and $500,000 in its Chapter 11 petition.


PACESETTER FABRICS: Hearing on Case Dismissal Set for Nov. 19
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Nov. 19, 2012, at 11 a.m., to consider
an order to show cause why Pacesetter Fabrics, LLC's Chapter 11
case must not be dismissed.

At the hearing, the bankruptcy judge will also consider Cathay
Bank's request for relief from the automatic stay with respect to
the personal property of Pacesetter Fabrics.  Cathay Bank is also
asking the Court for authorization to enforce its remedies to
repossess and sell the property.  Cathay Bank explained that its
interest in the property is not protected by an adequate equity
cushion and the property is not necessary for the Debtor's
reorganization.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011.  Judge Ernest M.
Robles presides over the case.  Greenberg Glusker Fields Claman &
Machtinger LLP serves as successor general bankruptcy counsel.
The Debtor disclosed $33,695,869 in assets and $28,599,582 in
liabilities as of the Chapter 11 filing.

Brian Wygle president of Lazarus Resources Group, LLC, a corporate
turnaround consultant, assists Pacesetter with its turnaround and
reorganization efforts and the financial affairs and management of
the Company.


PACIFIC JET: Client Sues Shearman & Sterling for Malpractice
------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a former Shearman
& Sterling LLP client urged a New York state appeals court panel
on Thursday to hold the firm accountable for the $750,000 he
loaned to a friend's company that he lost after it went bankrupt,
saying the firm hadn't done its "basic lawyering duties."

According to Bankruptcy Law360, former client James Garten sued
Shearman & Sterling for legal malpractice because he said the firm
hadn't protected him when he loaned money to a friend's faltering
company, Pacific Jet Inc.


PCF SALECO: Reply to Involuntary Bankruptcy Due Nov. 30
-------------------------------------------------------
CSP Daily News, citing court documents, reports a U.S. Bankruptcy
Court judge approved the unopposed motion of PCF Saleco to further
extend the time in which to respond to the Chapter 11 involuntary
petition lodged by three industry suppliers in August.  The
response deadline is now Nov. 30, 2012.

According to the report, PCF Saleco cited "further discussions and
negotiations leading to an agreement by the parties to further
extend [PCF Saleco's] time in which to answer, respond or
otherwise plead" in the matter.  In mid-October, PCF Saleco
received an extension until Oct. 31, citing extended contract
negotiations with ConocoPhillips/Phillips 66, the report notes.

PCF Saleco LLC is a retail chain spun off of K&G Petroleum in
2008.  Core-Mark International Inc., D&H Pump Service Inc., and
ACM Industries Inc. filed an involuntary Chapter 11 bankruptcy
petition against the Company.  Core-Mark, based in South San
Francisco, Calif., claims PCF Saleco owes it more than $1.64
million.  D&H Pump, a supplier of commercial fuel systems based in
Albuquerque, N.M., said PCF Saleco owes it $10,778.  ACM
Industries, a restaurant-supply company, also of Albuquerque,
claims PCF Saleco owes it nearly $3,000.  Caroline Fuller, Esq.,
represents the three unsecured creditors.


PHOENIX SERVICES: S&P Lowers CCR to 'B' on Higher Leverage
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Phoenix Services International LLC to 'B' from 'B+'. The
rating outlook is stable.

"At the same time, we assigned a 'B' (same as the corporate credit
rating) issue-level rating to its subsidiary Metal Services LLC's
proposed $275 million first-lien loan due 2017 and its proposed
$30 million first-lien revolving credit facility due 2016. The 'B'
issue-level rating and the '3' recovery rating indicate our
expectation for meaningful (50%-70%) recovery in the event of
default," S&P said.

"The lower rating reflects our expectation that leverage will
increase to about 4.5x EBITDA from about 3.5x due to higher
absolute debt levels associated with the company's proposed
financing," said credit analyst James Fielding. "We view this
level to be indicative of an 'aggressive' financial risk profile
and more in line with the lower rating."

"The stable outlook reflects our baseline view that leverage is
unlikely to continue to rise above 4.5x and is more likely to
recede gradually, near to 4x by the end of 2013. This is driven by
new contracts with steel producers including Nucor Corp. and cash
flow from other operations that ramped up in 2012 that we expect
to support modest improvement in 2013 EBITDA," S&P said.


POMONA VALLEY: S&P Corrects Rating on Series 2002 Rev Bonds to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on Pomona
Valley Educational Joint Powers Authority, Calif.'s taxable lease
revenue bonds (Pomona Unified School District) (QualZone Academy
Bonds) series 2002 to 'B' from 'AAA'.


PONCE DE LEON: Taps Christiansen & Portela as Real Estate Broker
-----------------------------------------------------------------
Ponce de Leon 1403, Inc., asks the U.S. Bankruptcy Court for the
District of Puerto Rico for permission to employ Gerald J.
Christiansen from Christiansen & Associates, Inc., doing business
as Christiansen & Portela, as real estate broker.

Mr. Christiansen and the firm will, among other things:

   -- act as exclusive sales and leasing agent of the Debtor's
      commercial units located at Metro Plaza Towers Condominium,
      San Juan, Puerto Rico;

   -- offer the property for sale in accordance with established
      practices;

   -- assist the debtor in any negotiations for the sale/ leasimg
      of the property; and

   -- assist the Debtor in the preparation and selection of all
      advertising and promotional materials, including, but not
      limited to printed media advertisements, brochures, and
      signs to be places at the property offering the property for
      sale/ lease.

The Debtor agreed to compensate the broker as:

  (i) a disposition fee equal to 4% of the sales price of the
      property will be earned by the broker if the property is
      sold during the term of the agreement or within 180 days of
      its termination if sold to a client introduced to the
      property by broker prior to the termination or expiration
      of the agreement; and

(ii) a disposition fee equal to 5% of the sales price of the
      property will be earned by the broker if the property is
      sold during the term of the agreement or 180 days of its
      termination is sold to a client with the assistance of the
      third party co-operating brokers.

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

                        About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.

U.S. Bankruptcy Court for the District of Puerto Rico has
granted Ponce De Leon 1403 Inc. permission to employ Doris Barroso
Vicens as accountant, with compensation to be paid in such amounts
as may be allowed by the Court.


PROCESS AMERICA: Files for Chapter 11 in Woodland Hills
-------------------------------------------------------
Process America Inc. filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19998) on Nov. 12 in Woodland
Hills, California.

The Debtor estimated less than $10 million in assets and at least
$10 million in liabilities.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Process America is a credit-card processor from
Canoga Park, California.  The company has been in business for
12 years, according to the Web site.


PROVIDENT BUILDING: Heading Into Foreclosure
--------------------------------------------
Kathleen Cooper at the News Tribune reports that another downtown
office building in Tacoma, Washington, is on the road to
receivership, leaving its largest tenant and new growing business
unsure about the future of its options.

California-based investors who own the Provident Building, at 917
Pacific Ave., have stopped making payments on a loan that helped
buy the building, according to a lawsuit filed late last month in
Pierce County Superior Court, according to the report.

The News Tribune relates that now the company that owns the loan
is calling it, saying the investors owe almost $3.9 million, and
it also has started foreclosure proceedings.

The News Tribune relays that the owners are approximately 16
limited liability companies that represent about 30 people, mostly
couples, who generally are residents of the San Diego area.  Their
investment is managed by Linmar Management in San Diego.

The News Tribune shares that the investment group bought the
Provident Building in 2006 for about $6.1 million.  According to
the receiver lawsuit, it borrowed $3.05 million from the First
Bank of Beverly Hills to finance the purchase, and more investors
came on sometime later, the report says.

In July 2010, the report recalls that a Delaware-based LLC called
2010-1 CRE Venture bought the loan from the Beverly Hills Bank.

The News Tribune says that CRE began foreclosure proceedings Oct.
23 and filed the lawsuit Oct. 29, asking for a receiver to take
over collecting rent.

It's not clear when the owners might have stopped making loan
payments, though CRE does say that county property taxes were
delinquent from 2009 until it paid them this year, the report
notes.

The report adds that getting the ownership sorted out isn't the
only issue for tenants of the Provident, which was built in 1903
and renovated in the 2000s.


QUANTUM FUEL: Incurs $9.4-Mil. Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of
$9.4 million on $5.8 million of revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $3.9 million on
$10.3 million of revenues for the same period last year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $24.3 million on $17.1 of revenues, compared with a
net loss of $13.5 million on $24.1 million of revenues for the
comparable period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the regulatory filing, the Company expects that its
existing sources of liquidity will only be sufficient to fund its
activities through Dec. 31, 2012.  "In order for us to have
sufficient capital to execute our business plan, fund our
operations and meet our debt obligations over this twelve month
period, we will need to raise additional capital and/or monetize
certain assets.  We are considering various cost-effective capital
raising options and alternatives including the sale of Schneider
Power and/or other assets, and the sale of equity and debt
securities.  Although we have been successful in the past in
raising capital, we cannot provide any assurance that we will be
successful in doing so in the future to the extent necessary to be
able to fund all of our growth initiatives, operating activities
and obligations through Sept. 30, 2013, which raises substantial
doubt about our ability to continue as a going concern."

Brian Olson, president and chief executive officer, stated, "We
continue to see positive developments and trends within our
natural gas business, including revenue growth, strong product
margins, product innovation and development, and tank production
capacity expansion.  We are pleased we were able to secure
equipment financing to provide for our expansion which will
initially double our production capacity."  Olson continued,
"Although there are challenges in the business that we need to
work through, I believe we are taking appropriate actions that
will make a meaningful and positive difference to the future of
this Company."

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

                        http://is.gd/7M6edR

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

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

                          *     *     *

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that Company incurred significant operating losses
and used a significant amount of cash in operations during the
eight months ended Dec. 31, 2011.


R.E. LOANS: Terra Verde Buys Rancho Las Flores
----------------------------------------------
Terra Verde has acquired Rancho Las Flores, a massive 9,850-acre
master-planned residential community in Hesperia, California, from
the estate of R.E. Loans, a private mortgage lender that had
previously lent more than $80M to the project.  R.E. Loans came
out of bankruptcy in the third quarter of 2012.  The development
will feature up to 15,500 residential units, an unprecedented size
and scale for a Victor Valley project.  Rancho Las Flores is
located at the southernmost region of the Victor Valley, 20
minutes north of Rancho Cucamonga, California.  The property was
sold in its current unimproved condition, with an approved
specific plan for 15,500 dwelling units.

"The rolling terrain and the spectacular views of Rancho Las
Flores combined with the attractive basis of the land and the
proximity to the LA employment centers made this a great
investment to add to our portfolio," said Craig Martin, Founding
Partner of Terra Verde Group.  "Rancho Las Flores has a lot of
potential, especially since the area's supply of vacant developed
lots is rapidly diminishing."

This acquisition is the first of its kind for Terra Verde in the
San Bernardino County market.  Coming out of the last housing
downturn in the early 1990s, Principals of Terra Verde purchased
and developed the Oak Valley master plan in the Beaumont/Calimesa
area of Riverside County comprised of approximately 6,700 acres
and 15,000 units.

"This is the only project of regional impact in Victor Valley,
Rancho Las Flores will garner an outsize capture of future
household growth," said John R. Shumway, Principal with The
Concord Group, a real estate consulting firm.

"I am delighted that Rancho Las Flores has been acquired, and am
hopeful that the property will be a great addition to our
community," said Hesperia Mayor Russ Blewett.

Hesperia City Manager Mike Podegracz also commented on the
project.  "Terra Verde Group has demonstrated their ability to
develop wonderful master-planned communities, like those in
Calimesa and Beaumont, and I am looking forward to working with
them," Podegracz said.

Texas-based Terra Verde Group has taken over the massive project -
one of the largest remaining master-planned projects in
California.  The project is ideally located at the far southern
portion of Victor Valley, poised to capitalize on future growth in
the High Desert region while providing a shorter commute time to
existing Inland Empire and Los Angeles County job centers.  Rancho
Las Flores is near several Los Angeles employment centers south of
Cajon Pass and its topography is a mix of rolling hills and valley
plains offering premium views.  In addition, an extensive trail
system and a network of neighborhood parks will contribute to an
active and healthy lifestyle.  A community center with sports
fields and recreational amenities will cater to the young families
that are expected to make Rancho Las Flores their home.  The
southern boundary of the property is protected open space bordered
by Silverwood Lake State Recreation Area.

                         About Terra Verde

Terra Verde Group, LLC, is a real estate investment firm based in
Richardson, Texas. The company is focused on the purchase of
opportunistic and distressed industrial, commercial and
residential real estate assets. Its principals have decades of
combined experience in investments and development in the real
estate marketplace and account for more than $6.5 billion of sales
in real estate product.  TVG delivers risk-adjusted rates of
return, which exceed expectations and build and sustain investor
trust throughout the investment cycle.  TVG creates significant
added value by engineering and executing smart, disciplined,
proactive management and capital strategies, while adhering to the
core values it shares with its partners.

                         About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713.6 million in assets and $886.0 million in liabilities as of
the Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


RAHA LAKES: Taps Daum Commercial to Market Los Angeles Properties
------------------------------------------------------------------
Raha Lakes Enterprises, LLC, et al., ask the U.S. Bankruptcy Court
for the Central District of California for permission to employ
Daum Commercial Real Estate Services as real estate agents.

The Debtor desires to employ Sehyung Kim and Kam Elghanian of Daum
as real estate agents to list and market the property located at
900 South San Pedro Street, Los Angeles, and in South-East corner
of the 9th Street and San Pedro Street, in the garment District in
Downtown Los Angeles, in order to obtain the highest price for the
same.

The proposed listing price of the property is $26,000,000.  The
Debtor agreed to pay the agents on a commission basis at the
collective rate of 3% of the listing price.

To the best of the Debtor's knowledge, Daum Commercial represents
no interest adverse to the Debtors.

                          About Raha Lakes
                      and Mehr in Los Angeles

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes listed $10 million to $50 million in assets,
and $1 million to $10 million in debts.  The petition was signed
by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


RAHA LAKES: Wants to Hire Kogan Law as Bankruptcy Counsel
---------------------------------------------------------
Raha Lakes Enterprises, LLC, et al., ask the U.S. Bankruptcy Court
for the Central District of California for permission to employ
Kogan Law Firm, APC, as counsel.

KLF received a prepetition retainer from the Debtors in the total
amount of $38,000, which was allocated -- $30,000 to Raha Lakes,
the lead case and $8,000 to debtor-affiliate Mehr in Los Angeles
Enterprises, LLC, which is kept in a segregated trust account.
Prior to the petition date, $8,867 was spent prepetition to pay
for the fees and expenses incurred by KLF.

To the best of the Debtors' knowledge, Kogan Law does not
represent an interest adverse to the Debtors.

                          About Raha Lakes
                      and Mehr in Los Angeles

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes listed $10 million to $50 million in assets,
and $1 million to $10 million in debts.  The petition was signed
by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


REALTY AMERICA: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: Realty America Group, (Shops at Highpointe) Retail LP
        4245 N. Central Expressway, Suite 420
        Dallas, TX 75205

Bankruptcy Case No.: 12-12490

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Keith W. Harvey, Esq.
                  THE HARVEY LAW FIRM, P.C.
                  4131 N. Central Expressway, Suite 980
                  Dallas, TX 75204
                  Tel: (972) 243-3960
                  Fax: (972) 241-3970
                  E-mail: harvey@keithharveylaw.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txwb12-12490.pdf

The petition was signed by Mitch O. Provosty, manager.


REEF GLOBAL: Incurs $83,000 Net Loss in Third Quarter
-----------------------------------------------------
Reef Global Energy VI, L.P., filed its quarterly report on Form
10-Q, reporting a net loss of $83,057 on $257,505 of sales for the
three months ended Sept. 30, 2012, compared with net income of
$496,801 on $955,564 of sales for the same period a year ago.

The Company reported net income of $201,526 on $1.2 million of
sales for the nine months ended Sept. 30, 2012, compared with net
income of $1.6 million on $3.1 million of sales for the same
period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.3 million
in total assets, $492,211 in total liabilities, and partnership
equity of $801,891.

According to the regulatory filing, while management believes that
the Partnership will generate positive operating cash flows during
the next 12 months, such operating cash flow may not be sufficient
to also cover the Partnership's general and administrative costs.
Cash flows from operations will continue to decline as a result of
natural production declines in the Partnership's wells.  Cash
flow, as measured by taking the Partnership net income (loss)
shown on the Statement of Operations and adding back non cash
expenditures (depreciation, depletion and amortization and
accretion of asset retirement obligation), while positive for the
nine months ended Sept. 30, 2012, was a loss of $16,924 for the
three month period ended Sept.  30, 2012.  "These conditions raise
substantial doubt about the Partnership's ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/rGyU7W

Richardson, Texas-based Reef Global Energy VI, L.P., is a Nevada
limited partnership formed to acquire, explore, develop and
produce crude oil, natural gas, and natural gas liquids for the
benefit of its investor partners.


REEVES DEVELOPMENT: Wins OK to Hire Steffes Vingiello as Counsel
----------------------------------------------------------------
Bankruptcy Judge Robert Summerhays granted Reeves Development LLC
authority to employ of Arthur A. Vingiello, Esq., and the law firm
of Steffes, Vingiello & McKenzie, LLC, as Chapter 11 counsel under
a general retainer to give the Debtor legal advice with respect to
its powers and duties as debtor-in-possession and to perform all
legal services for the Debtor.

Reeves Development said in court papers it has selected Steffes
Vingiello because (i) the firm has filed the initial papers and
pleadings on behalf of the Debtor, and has gained experience
regarding the Debtor's business and property by preparing and
filing the petition and other initial pleadings; and, (ii) the
Debtor believes the law firm is well qualified to represent the
Debtor.

Steffes Vingiello also is serving as proposed bankruptcy counsel
for an affiliate of the Debtor in the Chapter 11 case filed by
Reeves Commercial Properties, LLC.  Reeves Development said there
is indebtedness due by the affiliate to the Debtor but that
indebtedness is subordinate to the claims of IberiaBank and other
creditors in that case.

Steffes Vingiello also has represented IberiaBank, the largest
secured creditor of the Debtor, in an unrelated foreclosure
proceeding in East Baton Rouge Parish. That matter is near
conclusion and poses no conflict with the Debtor or the estate.

To the best of the Debtor's knowledge and belief, Steffes
Vingiello has no other connection with the Debtor, its creditors,
its respective attorneys and accountants, the U.S. Trustee or any
person employed in the office of the U.S. Trustee or any other
party in interest.

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Steffes,
Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's
counsel.

Reeves Development estimated assets and debts of $10 million to
$50 million.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


REEVES DEVELOPMENT: Sec. 341 Creditors' Meeting Set for Dec. 6
--------------------------------------------------------------
The Office of U. S. Trustee in Shreveport, Louisiana, will hold a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
cases of Reeves Development LLC and affiliate Reeves Commercial
Properties, LLC, on Dec. 6, 2012, at 9:00 a.m. at 341 Meeting, 1st
Courtroom, in Lake Charles.

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Steffes,
Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's
counsel.

Reeves Development estimated assets and debts of $10 million to
$50 million.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


REEVES DEVELOPMENT: Status Conference Slated for April 2013
-----------------------------------------------------------
The Bankruptcy Court set a Status Conference in the Chapter 11
cases of Reeves Development LLC and affiliate Reeves Commercial
Properties, LLC, for April 11, 2013, at 10:30 a.m. at Courtroom,
1st Floor, Lake Charles.

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Steffes,
Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's
counsel.

Reeves Development estimated assets and debts of $10 million to
$50 million.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


RESERVE PRIMARY: NY Jury Clears 2 Fund Managers of Fraud
--------------------------------------------------------
The Wall Street Journal's Kirsten Grind and Julie Steinberg report
that a seven-member federal jury cleared two former money-market
mutual-fund managers -- Bruce Bent Sr., 75 yrs. old, and his son,
Bruce Bent II, 46, co-managers of the $62 billion Reserve Primary
fund -- of fraud charges after a four-week civil trial in the U.S.
District Court for the Southern District in Manhattan.

The report recounts the Securities and Exchange Commission in 2009
sued Bruce Bent Sr. and his son, alleging they misled investors,
regulators and the fund's trustees about their intent to shore up
the fund's portfolio as clients were fleeing.  Reserve Primary ran
into trouble after investing heavily in Lehman Brothers Holdings
Inc. debt securities.  Lehman filed for bankruptcy protection in
September 2008, making the securities virtually worthless.  The
fund, then one of the largest in the U.S., "broke the buck" in
September 2008 by falling under the $1-a-share value that money
funds seek to maintain.  The surprise loss sparked a panic that
spread to other funds and eased only after the U.S. government
backstopped the entire money-fund industry.  Money funds are
generally considered safe investments.

"We're very pleased," said Mr. Bent II following the verdict,
according to the report.  Mr. Bent Sr. is ill with pneumonia and
wasn't in court, the report notes.

WSJ relates the jury, however, found Mr. Bent II liable on one
claim of negligence for his role in communicating with investors.
The jury also found the fund's investment adviser, Reserve
Management Co., liable for two claims of fraud and one claim of
negligence.  The company's broker-dealer distribution arm was
found liable for one claim of fraud.

"T[he] verdict of liability sends the message that fund executives
cannot withhold from investors and trustees key information about
their fund's vulnerability," said Robert Khuzami, SEC director of
enforcement, in a statement, according to WSJ.  "This case, along
with our actions against more than 100 other entities and
individuals, demonstrates our continuing commitment to pursuing
cases arising out of the financial crisis."

WSJ relates the penalties, to be determined at a later hearing,
are likely to be small.  Mr. Bent II's penalty could run in the
tens of thousands of dollars, said Adam Pritchard, a corporate and
securities law professor at the University of Michigan Law School.
A spokesman for the Bents said they are considering appealing the
negligence decision.  Reserve Primary's penalty also is likely to
be small, Mr. Pritchard said.  The firm was wound down following
the financial crisis, and fund investors have since received about
99 cents on the dollar. The fund still has $99 million in assets.

WSJ also notes a lawsuit on behalf of investors seeking class-
action status, filed in 2009, is moving forward, said John Browne,
the lead lawyer for the plaintiffs.

According to WSJ, Mr. Bent Sr. is widely considered to be the
father of the money-market fund.  He launched Reserve Primary in
1970, and it grew to be among the largest in the U.S.  Now he is
largely retired, although he and his son operate a patent-
licensing business out of their homes.  Mr. Bent II works
occasionally on a livestock farm in upstate New York.


REX ENERGY: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to State College, PA-based Rex Energy Corp. The
outlook is stable.

"We also assigned our 'B-' issue-level rating (one notch lower
than the corporate credit rating) to Rex's planned $250 million
senior unsecured notes due 2020. We assigned this debt a '5'
recovery rating, indicating our expectation of modest (10% to 30%)
recovery in the event of a payment default," S&P said.

Rex is using proceeds from the offering to pay down borrowings
under its credit facility and its second-lien term loan ($122
million and $50 million, respectively, outstanding as of Sept. 30,
2012) and to fund 2013 capital expenditures.

"The ratings on Rex Energy Corp. (Rex) reflect our assessment of
the company's 'vulnerable' business risk profile and its 'highly
leveraged' financial risk," said credit analyst Marc Bromberg.
"The ratings incorporate the company's relatively small size and
scale, its limited geographic diversity, meaningful proportion of
reserves and production exposed to weak natural gas prices,
current lack of takeaway capacity, its relatively high cost base,
a high proportion of riskier proved undeveloped reserves, and its
participation in the capital-intensive and very cyclical
exploration and production industry."

"The stable outlook reflects our expectation that Rex will
successfully develop its asset base in the Appalachian Basin. We
expect that the company will maintain leverage near 3x and
adequate liquidity for the next several years. An upgrade will
require the development of its NGL and crude oil acreage. We could
downgrade the company if we expect run rate leverage to exceed
4.75x, which could occur if Rex does not realize its production
targets."


ROCHA DAIRY: U.S. Trustee Balks at Plan Confirmation
----------------------------------------------------
Parties-in-interest in the Chapter 11 case of Rocha Dairy, LLC,
filed with the U.S. Bankruptcy Court for the District of Idaho,
objections to the confirmation of the Debtor's Second Amended Plan
of Reorganization.

U.S. Trustee Robert D. Miller, in his objection, stated that he
reserves the right to examine witnesses and introduce exhibits
into evidence at the hearing on confirmation of the Plan.  The
U.S. Trustee noted that the Plan is not feasible and, if
confirmed, would likely be followed by liquidation or the need for
further financial reorganization.

The Official Unsecured Creditors Committee in the Debtor's case
said that the unsecured creditors' class will not accept the Plan.
The Plan fails to provide the unsecured creditors with an amount
equal to what they would receive under a liquidation.

The Committee added that payment over such a long period of time
without interest does not satisfy the requirements of the absolute
priority rule.  Unsecured creditors are to receive the face value
of their claims with no interest.  Payments are to be amortized
over twenty years.

D.L. Evans Bank, a secured creditor and party-in-interest asserted
that the Plan has not been proposed in good faith and the payments
proposed are not reasonable.  The Plan purports to pay D.L. Evans
Bank over a term of 240 months, beyond the two year obligations
contained in Debtor's Promissory Notes to D.L. Evans Bank.

                         The Amended Plan

The Court approved the Debtor's Second Amended Disclosure
Statement and Plan dated Aug. 7, 2012.

According to the Disclosure Statement, priority claims will be
paid in full; secured debts will be paid to the extent of their
values; unsecured debts will be paid (in a fair and equitable
manner) to the extent the unsecured property of the estate reaches
to those creditors or that the cash flow allows, and other
properties will be disbursed and addressed as approved
by the Court.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/ROCHA_DAIRY_ds_2amended.pdf

                         About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No.
11-40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel to the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Elcidio Rocha, member.


ROOMSTORE INC: Approved to Sell Mattress Discounters Stake
----------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that a judge
cleared RoomStore Inc. to sell its stake in Mattress Discounters
Group LLC after mattress giant Sleepy's Inc. prevailed at an
auction with an $11.9 million bid.

                       About RoomStore, Inc.

With more than $300 million in net sales for its fiscal year
ending 2010, Richmond, Virginia-based RoomStore, Inc., was one of
the 30 largest furniture retailers in the United States.
RoomStore also offers its home furnishings through Furniture.com,
a provider of Internet-based sales opportunities for regional
furniture retailers.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  At the time of the filing, the Company operated a chain
of 64 retail furniture stores, including both large-format stores
and clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also had five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 80 mattress stores (as of Nov. 30, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the MDG stake after MDG's second bankruptcy in
2008.  MDG sought Chapter 11 relief on Sept. 10, 2008 (Bankr. D.
Md. Case Nos. 08-21642 and 08-21644). It filed the first Chapter
11 bankruptcy on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330),
and emerged on March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC serve as the Debtor's bankruptcy
counsel.  Kaplan & Frank, PLC, serves as local counsel.  FTI
Consulting, Inc., serves as the Debtor's financial advisors and
consultants. American Legal Claims Services, LLC, serves as its
notice and claims agent. Lucy L. Thomson of Alexandria, Virginia,
was appointed as consumer privacy ombudsman.

RoomStore filed a plan of liquidation in June 2012 that provides
for the sale of inventory and remaining assets to generate
sufficient cash to pay secured and unsecured creditors in full.

RoomStore's balance sheet at Nov. 30, 2011, showed $59.57 million
in total assets, $57.75 million in total liabilities, and
stockholders' equity of $1.82 million. The Debtor disclosed
$44,624,007 in assets and $34,746,919 in liabilities as of the
Chapter 11 filing. The petition was signed by Stephen Girodano,
president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.  The Creditors
Committee tapped Hunton & Williams LLP as its counsel.


RW LOUISVILLE: Buyer Backs Out; Wells Fargo to Own Hotel
--------------------------------------------------------
Kevin Eigelbach at Business First reports that M&T Equity LLC, the
winning bidder in the foreclosure sale of the former Holiday Inn
Hurstbourne didn't end up purchasing the property, and now it has
reverted to Wells Fargo Bank NA.

According to the report, M&T Equity has assigned its bid to the
bank, which means the bank now owns the property, said deputy
Jefferson County commissioner Cindy Rollins.  M&T Equity made the
winning bid of $11 million at an auction held Sept. 4, 2012, by
the Jefferson County master commissioner's office.  M&T put down a
deposit of $10,000 the day of sale but never paid any more toward
the purchase price.

The report says the change in ownership should not affect business
at the hotel, which changed its name to Holiday Inn Louisville
East last year, said general manager Mike Towle, who works for
HILO Associates LLC, a subsidiary of Philadelphia-based GF
Management.

                        About RW Louisville

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky.
Case No. 10-35356) on Oct. 8, 2010.  Emily Pagorski, Esq., J. Kent
Durning, Esq., James S. Goldberg, Esq., Lea Pauley Goff, Esq., and
Matthew R. Lindblom, Esq., at Stoll Keenon Ogden PLLC, in
Louisville, Ky., assist RW Louisville in its restructuring effort.
RW Louisville estimated its assets and debts at $10 million to
$50 million at the Petition Date.


SAAB CARS: Ally's Liquidation Plan Would Be Unnecessary, Saab Says
------------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that Saab Cars North
America Inc. on Thursday lodged an objection to Ally Financial
Inc.'s move to examine current and former directors of the
carmaker, saying the lender is just seeking cover to file a
competing liquidation plan, which SCNA claims is unnecessary.

SCNA brought its objection in Delaware bankruptcy court, arguing
that Ally's actions are pointless since as an unimpaired creditor
under the present reorganization plan, Ally is set to recover 100
percent of its allowed secured claim, according to Bankruptcy
Law360.

                         About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SABA BUILDING: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SABA Building Co.
        9725B Anderson Mill Road
        Austin, TX 78750

Bankruptcy Case No.: 12-12518

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Jerome Andrew Brown, Esq.
                  THE BROWN LAW FIRM
                  P.O. Box 1667
                  Victoria, TX 77902
                  Tel: (361) 579-6700
                  Fax: (361) 485-0465
                  E-mail: Jerome@txbizlaw.com

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

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

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/txwb12-12518.pdf

The petition was signed by Esmaiel M. Rowshan, president.


SADDLEBACK INN: Santa Ana Seeks Receivership
--------------------------------------------
The Orange County Register News reports that Santa Ana,
California, has sued to place the long-abandoned Saddleback Inn
property under a receiver who would see to it that repairs are
made to fix what the city has for years contended are unsafe
conditions.

Named as defendants are Saddleback Inn LLC, which holds a
leasehold interest in the property on which the old inn sits, and
the Elks Building Association of Santa Ana, which owns the 2.4-
acre parcel on which the four hotel buildings sit, according to
the report.  The parcel is adjacent to the Santa Ana Elks Lodge.

The report notes that the Orange County Register news relates that
the lawsuit lists 23 problems that the city contends are
dangerous.  The report relates that they include water damage,
rotting wood, rusting metal, damaged walls, broken windows,
vagrants and extensive fire damage.  It listed violation notices
that date to 1994.

The Orange County Register news relays that last year, fire caused
extensive damage to a building on the south side of the property,
turning it into "a significant hazard," the suit said.

The report notes that an Orange County judge in April ordered
Santa Ana to allow the owners of the long-closed Saddleback Inn
the option to repair the property after the city ordered the once-
popular inn demolished.

The Orange County Register news says that in emails sent during
the summer, Kevin Jones, an attorney representing Saddleback Inn's
owners and general counsel of J.K. Residential Services, said his
client had been working with developers on a plan to turn the
hotel into low-income senior housing, but that the city rejected
the concept in a July 24 meeting, the report adds.


SAGAMORE PARTNERS: Taps Goldstein Mendez for Accounting Services
----------------------------------------------------------------
Sagamore Partners, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of Florida for permission to employ Louis
Mendez, Jr. and The Accounting Firm of Goldstein Mendez & Company,
P.A., nunc pro tunc to Oct. 6, 2011.

The accountant will render, among other things:

   a) federal income tax preparation for the year 2011;
   b) florida income tax and tangible tax preparation, if
      necessary; and

   c) consultations regarding financial reporting, if necessary.

The Debtor proposes to compensate Mr. Mendez and MCPA on an hourly
basis for services at these standard hourly rates:

         Partner                  $390
         Manager                  $250
         Supervisor               $220
         Senior Staff             $190
         Staff                    $160
         Bookkeeper               $125
         Administrative            $65

Prepetition, Mr. Mendez and MCPA performed services on behalf of
the Debtor.  The Debtor scheduled an unsecured claim in the amount
of $3,200.  MCPA has agreed to waive its prepetition claim.

To the best of the Debtor's knowledge, Mr. Mendez and MCPA are
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  In its latest schedules, the Debtor disclosed $67,963,210
in assets and $52,060,862 in liabilities.  The petition was signed
by Martin W. Taplin, president of Miami Beach Vacation Resorts,
Inc., manager of Sagamore GP, LLC, general partner.

The Debtor has requested for an extension in its solicitation
period.  Bankruptcy Judge A. Jay Cristol denied approval of
the disclosure statement explaining its Plan of Reorganization.
Pursuant to the Plan, the Debtor proposes to reinstate the
maturity date of its loan with JPMCC 2006-LDP7 Miami Beach
Lodging, with interest from the Effective Date of the Plan at the
loan's non-default interest rate; and cure monetary defaults under
the Loan by paying the Secured Lender unpaid interest which has
accrued on the Loan at the Interest Rate, but not interest which
has accrued on the Loan at the Default Rate.

The U.S. Trustee will not appoint an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Sagamore Partners Ltd until further notice.  The U.S. Trustee
reserves the right to appoint such a committee should interest
developed among the creditors.


SAGAMORE PARTNERS: Taps Meckler Bulger as Fees Expert
-----------------------------------------------------
Sagamore Partners, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of Florida for permission to employ Bruce
Meckler, Esq., and the Law Firm of Meckler Bulger Tilson Marick &
Pearson LLP as expert relating to the reasonability of fees.

Mr. Meckler and the firm will not be paid by the Debtor but will
be paid by Martin W. Taplin, president of Miami Beach Vacation
Resorts, Inc., manager of Sagamore GP, LLC, general partner.

Bruce Meckler, Esq., a partner at the firm, tells the Court that
the firm holds no prepetition unsecured claims.

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

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  In its latest schedules, the Debtor disclosed $67,963,210
in assets and $52,060,862 in liabilities.  The petition was signed
by Martin W. Taplin, president of Miami Beach Vacation Resorts,
Inc., manager of Sagamore GP, LLC, general partner.

The Debtor has requested for an extension in its solicitation
period.  Bankruptcy Judge A. Jay Cristol denied approval of
the disclosure statement explaining its Plan of Reorganization.
Pursuant to the Plan, the Debtor proposes to reinstate the
maturity date of its loan with JPMCC 2006-LDP7 Miami Beach
Lodging, with interest from the Effective Date of the Plan at the
loan's non-default interest rate; and cure monetary defaults under
the Loan by paying the Secured Lender unpaid interest which has
accrued on the Loan at the Interest Rate, but not interest which
has accrued on the Loan at the Default Rate.

The U.S. Trustee will not appoint an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Sagamore Partners Ltd until further notice.  The U.S. Trustee
reserves the right to appoint such a committee should interest
developed among the creditors.


SAGAMORE PARTNERS: Taps Mack Law, et al., as Litigation Counsel
---------------------------------------------------------------
Sagamore Partners, Ltd., asks, in an amended application, the U.S.
Bankruptcy Court for the Southern District of Florida for
permission to employ Jacqulyn Mack, Esq. and The Mack Law Firm
Chartered as special litigation counsel.

In a separate filing, the Debtor also asks the Court for
permission to employ Neal L. Sandberg, Esq. and the law firm of
Simon, Schindler & Sandberg, L.L.P. as special litigation counsel.

The firms will represent the Debtor as special litigation counsel
in Adversary Proceeding Case No. 11-03122-AJC to appear at
depositions, hearings or trial.  The retentions will act as
supplementary counsel for the Debtor as to all litigation matters
raised in the AP.

Ms. Mack's hourly rate is $400.  Associates, assistants and
paralegals at her firm are billed at hourly rates ranging from
$150 -$175.

Mr. Sandberg's hourly rate is $450.  Associates, assistants and
paralegals at his firm are billed at hourly rates ranging from
$150 to $325.

To the best of the Debtor's knowledge, the firms do not represent
any interest adverse to the Debtor or the Debtor's estate.

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $67,963,210
in assets and    $52,060,862 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of

Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.

The Debtor has requested for an extension in its solicitation
period.  Bankruptcy Judge A. Jay Cristol denied approval of
the disclosure statement explaining its Plan of Reorganization.
Pursuant to the Plan, the Debtor proposes to reinstate the
maturity date of its loan with JPMCC 2006-LDP7 Miami Beach
Lodging, with interest from the Effective Date of the Plan at the
loan's non-default interest rate; and cure monetary defaults under
the Loan by paying the Secured Lender unpaid interest which has
accrued on the Loan at the Interest Rate, but not interest which
has accrued on the Loan at the Default Rate.


SAHARA MOTEL: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Sahara Motel, LLC
        510 East 18th Avenue
        North Wildwood, NJ 08260

Bankruptcy Case No.: 12-36557

Chapter 11 Petition Date: November 7, 2012

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

Judge: Judith H. Wizmur

Debtor's Counsel: Brian W. Hofmeister, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08844
                  Tel: (609) 890-1500
                  E-mail: bhofmeister@teichgroh.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Adele Balestra, managing member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
510 East 18th Avenue               510 East 18th        $1,478,000
c/o Kelly Botti, Esq.              Avenue,
Hill Wallack                       North Wildwood,
202 Carnegie Center                NJ 08260
Princeton, NJ 08540


SANTA FE GOLD: Incurs $2.4-Mil. Net Loss in Q1 Ended Sept. 30
-------------------------------------------------------------
Santa Fe Gold Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $2.4 million on $5.9 million of sales for
the three months ended Sept. 30, 2012, compared with net income of
$702,862 on $2.6 million of sales for the comparable period a year
earlier.

Other income and (expenses) for the three months ended Sept. 30,
2012, were $(1,408,992) as compared to $1,925,240 for the
comparable three months ended Sept. 30, 2011.  "The decrease of
$3,334,232 is primarily attributable to the decrease gain
recognized on derivative instruments liability of $3,739,892 and
an increase in interest expense of $141,576, and was offset by a
decrease in accretion of discounts on notes payable of $549,985.

The Company's balance sheet at Sept. 30, 2012,showed $33.2 million
in total assets, $23.5 million in total liabilities, and
stockholders' equity of $9.7 million.

The Company has a working capital deficit of $16.1 million and has
a total accumulated deficit of $664 million at Sept. 30, 2012.

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

Albuquerque, New Mexico-based Santa Fe Gold Corporation is a U.S.
mining company incorporated in Delaware in August 1991.  Its
general business strategy is to acquire, explore and develop
mineral properties.  The Company's principal assets are the 100%
owned Summit silver-gold project in New Mexico, the leased Ortiz
gold property in New Mexico, and the 100% owned Black Canyon mica
project in Arizona.

                          *     *     *

StarkSchenkein, LLP, in Denver, expressed substantial doubt about
San Fe Gold's ability to continue as a going concern, following
its audit of the Company's financial statements for the fiscal
year ended June 30, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a
working capital deficiency and needs to secure additional
financing to remain a going concern.


SATCON TECHNOLOGY: Seeks to Delay Auction to March From January
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Satcon Technology Corp. has an agreement for credit
from its primary supplier and intends to push the sale of the
business back to early March from the current Jan. 15 deadline
contained in the authorization for using lenders' cash collateral.

The report notes there is no financing for Satcon's bankruptcy.
Instead, Satcon is using cash representing collateral for $21.2
million in secured debt.

The report relates China Great Wall Computer Shenzhen Co. makes
90% of the products and sub-assemblies used in Satcon's products.
Without goods from Great Wall, Satcon said in a court filing it
would be unable to operate the business.  At the outset of
bankruptcy, Great Wall was owed $26 million and said it was
unwilling to incur more exposure.  To assure a continuing supply
of goods, Satcon agreed to make payments and allow offsets in
favor of Great Wall, so the debt would be reduced to about
$18.7 million.  In return, Great Wall will supply $8.2 million in
trade credit through March, provided that the debt is secured with
a lien coming ahead of all secured creditors.

According to the report, at a hearing Nov. 15 for another
extension of the ability to use cash, Satcon will seek to extend
the auction deadline to March from January. The lenders so far
haven't agreed, nor did they agree to giving Great Wall a so-
called priming lien.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.

In the past three years, the stock closed to a high of $43.92 on
Jan. 18, 2011.  The day before bankruptcy, the stock closed at 35
cents. On Nov. 7, the stock fell 14% to close at 17.5 cents on the
Nasdaq Stock Market.


SATCON TECHNOLOGY: Taps Epiq Bankruptcy as Administrative Agent
---------------------------------------------------------------
Satcon Technology Corporation, et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Epiq
Bankruptcy Solutions, LLC as administrative advisor.

The Court has authorized the Debtors to employ Epiq as claims and
noticing agent in the cases.

As administrative advisor, Epiq will, among other things:

   a. assist with, among other things, solicitation, balloting and
      tabulation and calculation of votes, well as preparing any
      appropriate reports, as required in furtherance of
      confirmation of plan(s) of reorganization;

   b. generate an official ballot certification and testifying, if
      necessary, in support of the ballot tabulation results; and

   c. gather data in connection with the preparation, and assist
      with the preparation, of the Debtors' schedules of assets
      and liabilities and statement of financial affairs.

To the best of the Debtor's knowledge, Epiq does not hold or
represent any interest adverse to the Debtors, their estates or
any class of creditors or equity interest holders with respect to
the matters upon which it is to be engaged.

A Nov. 15, 2012, hearing at 10 a.m., has been set.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


SATCON TECHNOLOGY: Taps Greenberg Traurig as Bankruptcy Counsel
---------------------------------------------------------------
Satcon Technology Corporation, et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ the
law firm of Greenberg Traurig, LLP as counsel.

The hourly rates of Greenberg Traurig's personnel are:

         Nancy A. Mitchell              $955
         Maria J. DiConza               $810
         Dennis A. Meloro               $530
         Burke Dunphy                   $480
         Matthew L. Hinker              $460
         Sohyoung Ward                  $460
         Shannon M. Thompson            $320
         Elizabeth Thomas, paralegal    $245

Other attorneys and paralegals will render services to the Debtors
as needed.  Generally Greenberg Traurig's hourly rates are:

         Shareholders                  $350 - $1,100
         Of Counsel                    $230 - $1,010
         Associates                    $120 -   $720
         Legal Assistants/Paralegals    $50 -   $320

Prepetition, Greenberg Traurig received from the Debtors various
advance retainers totaling $225,00.  Greenberg Traurig does not
hold any retainer for postpetition fees or expenses.

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

A Nov. 15, 2012, hearing at 10 a.m. has been set.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


SATCON TECHNOLOGY: Wants Vendor Claims Capped at $6 Million
-----------------------------------------------------------
Satcon Technology Corporation, et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to pay all or a
portion of the prepetition claims certain critical vendors; and
authorize financial institutions to honer and process related
check and transfers.

According to the Debtors, the relief requested in the motion would
have the effect of modifying the vendor claim caps provided in the
interim critical vendor order to, up to total of $2,500,000 on an
interim basis and up to a total of $6 million on a final basis.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


SATCON TECHNOLOGY: Delays Q3 Form 10-Q Due to Bankruptcy Filing
---------------------------------------------------------------
Satcon Technology Corporation filed a Form 12b-25 with the U.S.
Securities and Exchange Commission notifying that it will not be
able to file its quarterly report on Form 10-Q for the period
ended Sept. 30, 2012, in a timely manner.

The Company's bankruptcy filing has resulted in a severe reduction
in its workforce and the Company has devoted substantially all of
its remaining resources to the Bankruptcy Case.

The Company is currently in the process of determining what impact
the conditions that gave rise to the bankruptcy case have had on
its financial condition and results of operations.

"As a result of senior management's preparation of the bankruptcy
filing and the demands the Bankruptcy Case has placed on the
Company's available personnel and limited resources, the Company
cannot reasonably estimate the results of operations for the
quarterly period ended Sept. 30, 2012," the Company said in a
regulatory filing.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.

In the past three years, the stock's high of $43.92 on Jan. 18,
2011.  The day before bankruptcy, the stock closed at 35 cents.
On Nov. 7, the stock fell 14% to close at 17.5 cents on the Nasdaq
Stock Market.


SAUNDERS RUDASILL: Court Prefers Lender's 100% Plan Over Debtor's
-----------------------------------------------------------------
Bankruptcy Judge Eileen W. Hollowell accepted the plan of
reorganization filed by the lender for Saunders Rudasill Hotel,
LLC, instead of the Debtor's own plan.

The judge said the Lender's Plan should be confirmed because it
satisfies all of the required elements of 11 U.S.C. Sec. 1129 and
provides for the best interests of creditors.  The Lender's
proposed 100% payment with interest offers better treatment to all
creditors than the Debtor's proposal, which offers extended
payment terms and exposes the Lender (the largest creditor) to an
unacceptable level of risk.

The lender, WBCMT 2006-C27 Rudasill Road, LLC, acquired the
promissory note evidencing a $7,145,000 loan the Debtor took out
to finance the purchase of the Hotel.  The Note is secured by the
Hotel and all of its rents, proceeds, and profits pursuant to a
deed of trust and an assignment of rents.

Saunders Rudasill Hotel LLC filed a Chapter 11 voluntary petition
(Bankr. D. Ariz. Case No. 11-16202) on June 3, 2011.  Eric Slocum
Sparks, Esq., serves as the Debtor's counsel.  Saunders Rudasill
owns the Marriott Towne Place, Tucson, Arizona.  The Debtor is
primarily owned by NCH Corporation and the HF Saunders Company,
LLC, both of which are owned and controlled by Michael Hanson and
Randall Dix.  The Hotel is managed by Transwest Properties, Inc.,
which is also owned by Mr. Hanson (45%) and Mr. Dix (35%).

In its petition, the Debtor scheduled $5,480,006 in assets and
$6,857,098 in debts.

The Debtor's First Amended Plan, filed March 2, 2012, groups
claimants in 12 classes.  The Lender was the only creditor that
rejected Debtor's Plan.  However, the Lender is the largest
creditor by an overwhelming amount; its claim represents 98% of
the total claims in the case.  The Court held a confirmation
hearing on the Debtor's Plan on July 30 and 31, 2012.

The key provisions of the Debtor's Plan provide that: (a) HSL
Properties, Inc., will invest $1,000,000 of new capital into the
Debtor in exchange for 100% ownership of the Reorganized Debtor;
(b) HSL will receive a 12% return on the New Capital for so long
as payments to the Lender and other creditors are made; (c) the
Lender will receive payments on the secured portion of its claim
over a 23-year period at 5% interest amortized over 30 years, with
the first three years of payments interest only; (d) other secured
creditors with liens on property with residual value will receive
the current market value of their claims in 60 equal monthly
installments at 5% interest; (e) Transwest will be retained to
manage the Hotel and receive a management fee subordinate to the
return on the New Capital; and (f) unsecured creditors will
receive pro-rata distributions from a pool of $25,000, 5% of the
Reorganized Debtor's net cash for 10 years, and any estate
representative distributions.

The Debtor failed to file and confirm a reorganization plan during
the exclusivity period provided by 11 U.S.C. Sec. 1121(b).  As a
result, the Lender filed a competing plan on July 25, 2012 and
Non-Adverse Modifications on Oct. 3, 2012.  The Debtor filed an
objection to the Lender's Plan on Sept. 19, 2012.  The Court held
a confirmation hearing on the Lender's Plan on Sept. 26, 2012 and
took the matter under submission.

The Lender will satisfy its own claim by transferring title of the
Hotel and its encumbered assets to Lender or a designated
transferee and retaining a different hotel-management company than
Transwest to operate the Hotel.  The Lender's Plan anticipates
that the new hotel-management company will retain most of the
current Hotel employees other than the top managers.

Under both the Debtor's and the Lender's Plans, the existing
equity holders would be replaced.

A copy of the Court's Nov. 9, 2012 Memorandum Decision on Plan
Confirmation is available at http://is.gd/yUpdJbfrom Leagle.com.


SAUNDERS HOTELS: Court Prefers Lender's 100% Plan Over Debtor's
---------------------------------------------------------------
Bankruptcy Judge Eileen W. Hollowell denied confirmation of the
First Amended Chapter 11 Plan filed by Saunders Hotels, LLC.
Instead, the Court accepted the plan presented by the Debtor's
lender, which provided for payment, in full, plus interest to all
creditors.

The lender, WBCMT 2006-C27 Oracle Road, LLC, acquired the
promissory note evidencing a $10,020,000 loan the Debtor took out
to purchase the Hotel.  The Note is secured by the Hotel and all
of its rents, proceeds, and profits pursuant to a deed of trust
and an assignment of rents.

The Court noted that the Debtor's proposal offers extended payment
terms and exposes the Lender, which is the largest creditor in the
case, to an unacceptable level of risk.

Under both the Debtor's and the Lender's Plans, the existing
equity holders would be replaced.

Saunders Hotels filed a Chapter 11 voluntary petition (Bankr. D.
Ariz. Case No. 11-16203) on June 3, 2011.  Saunders Hotels owns
the Hampton Inn & Suites Tucson Mall, Tucson, Arizona.  The Debtor
is primarily owned by NCH Corporation and the HF Saunders Company,
LLC, both of which are owned and controlled by Michael Hanson and
Randall Dix.  The Hotel is managed by Transwest Properties, Inc.,
which is also owned by Mr. Hanson (45%) and Mr. Dix (35%).

Eric Slocum Sparks, Esq., serves as the Debtor's counsel.  The
Debtor scheduled $5,235,962 in assets and $9,710,968 in
liabilities.

Saunders Hotels' First Amended Plan, filed March 2, 2012, groups
claimants in 12 classes.  The Lender was the only creditor that
rejected Debtor's Plan. However, Lender is the largest creditor by
an overwhelming amount; its claim represents 98% of the total
claims in the case.  The Court held a confirmation hearing on
Debtor's Plan on July 30 and 31, 2012.

The key provisions of Debtor's Plan provide that: (a) HSL
Properties, Inc., will invest $400,000 of new capital into the
Debtor in exchange for 100% ownership of the Reorganized Debtor;
(b) HSL will receive a 12% return on the New Capital for so long
as payments to the Lender and other creditors are made; (c) the
Lender will receive payments on the secured portion of its claim
over a 23-year period at 5% interest amortized over 30 years, with
the first three years of payments interest only; (d) other secured
creditors with liens on property with residual value will receive
the current market value of their claims in 60 equal monthly
installments at 5% interest; (e) Transwest will be retained to
manage the Hotel and receive a management fee subordinate to the
return on the New Capital; and (f) unsecured creditors will
receive pro-rata distributions from a pool of $25,000, 5% of the
Reorganized Debtor's net cash for 10 years, and any estate
representative distributions.

The Court noted that the Debtor failed to file and confirm a
reorganization plan during the exclusivity period provided by 11
U.S.C. Sec. 1121(b).  As a result, the Lender filed a competing
plan on July 25, 2012 and Non-Adverse Modifications on Oct. 3.
The Debtor filed an objection to the Lender's Plan on Sept. 19.
The Court held a confirmation hearing on the Lender's Plan on
Sept. 26 and took the matter under submission.

The Lender's Plan is a 100% plan which will pay all creditors in
full with interest.  The Lender will satisfy its own claim by
transferring title of the Hotel and its encumbered assets to the
Lender or a designated transferee and retaining a different hotel-
management company than Transwest to operate the Hotel.  Its Plan
anticipates the new hotel-management company will retain most of
the current Hotel employees other than the top managers.

A copy of the Court's Nov. 9, 2012 Memorandum Decision on Plan
Confirmation is available at http://is.gd/YHpcu6from Leagle.com.


SEAFRANCE SA: Eurotunnel Wins OK on EUR65M Channel Ferry Buy
------------------------------------------------------------
Bill Donahue at Bankruptcy Law360 reports that France's
competition watchdog said Thursday it had given the green light to
Groupe Eurotunnel SA's EUR65 million ($84 million) acquisition of
three English Channel ferries from the now-liquidated ferry
operator SeaFrance SA, after Eurotunnel promised to keep separate
its rail and ferry units.

Bankruptcy Law360 relates that the French Competition Authority
approved the deal on the grounds that Eurotunnel -- which operates
the Channel Tunnel between the U.K. and France -- does not try to
force or persuade Chunnel freight customers to use its new
MyFerryLink service, or vice versa.

SeaFrance is the operator of the undersea rail link between
Britain and continental Europe.

The Commercial Court in Paris has ordered the full liquidation of
SeaFrance on the Jan. 9, 2012.  As a result, the company is no
longer able to trade.


SEARCHMEDIA HOLDINGS: Shirley Liu Named Chief Financial Officer
---------------------------------------------------------------
SearchMedia Holdings Limited appointed Shirley Liu as Chief
Financial Officer, effective Nov. 15, 2012.

Ms. Liu brings to SearchMedia over 20 years of auditing and
financial management experience, including the last 11 years in
the Greater China media industry.  Ms. Liu joins SearchMedia from
Aegis Group, a subsidiary of Dentsu (Tokyo Stock Exchange:
"4324"), where she was Chief Financial Officer of Greater China
since 2010.  Dentsu is the largest media advertising agency in
Asia.  At Aegis Group, Ms. Liu partnered with other members of
senior management to ensure that its annual budgets were met while
also ensuring timely reporting of financial reports and audits.
In addition, Ms. Liu was actively involved with the management of
advertising clients.  Prior to Aegis Group, she was an executive
with GroupM from 2001 to 2010, including serving as the Chief
Financial Officer of China and Taiwan.  GroupM is a subsidiary of
WPP, the largest advertising company in the world.  At GroupM, Ms.
Liu oversaw its overall financial operations, including
supervising 100 accountants in three cities and also helped manage
business development activities.

Ms. Liu has extensive experience in financial oversight with GAAP,
SOX compliance, implementing operational efficiencies, risk
management and corporate acquisitions and financial integration.
Ms. Liu possesses an undergraduate degree from the Ming Chung
College in Taiwan with a major in Accounting and Statistics and an
Executive Masters of Business Administration from Tulane
University.

Mr. Peter Tan, chief executive officer of SearchMedia, commented,
"We are very excited to add Shirley Liu to our executive team and
I believe Shirley will be critical to the implementation of our
recently announced new concessions with Home Inns and our Luxury
Mall LCD network and will play a pivotal role in the systematic
scalability of our concessions and our acquisition strategy.  As
we materially expand our operations, it is crucial to have an
executive like Shirley who has great experience overseeing large
advertising operations in China in addition to integrating
acquisitions.  I am thrilled that we are able to attract such
great talent to our team and that Shirley shares my vision for the
future of the Company.  I would also like to thank Peter Chan for
serving as Interim Chief Finance Officer."  Ms. Liu added, "I am
extremely excited to join SearchMedia.  I have been deeply
involved with the growth of the Chinese media industry in the last
11 years where I helped both Aegis Group and GroupM become market
leaders.  I am confident that I can effectively partner with Peter
Tan to grow and expand SearchMedia."

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the consolidated financials statements
for the year ended Dec. 31, 2011.  The independent auditors noted
that the Company has suffered recurring losses and has a working
capital deficiency of approximately $31,000,000 at Dec. 31, 2011,
which raises substantial doubt about its ability to continue as a
going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at June 30, 2012, showed US$39.18
million in total assets, US$41.22 million in total liabilities and
a US$2.04 million total shareholders' deficit.


SEMGROUP LP: NY Court Dismisses Creditors' Suit Against Barclays
----------------------------------------------------------------
Nate Raymond, writing for Reuters, reports that U.S. District
Judge Jed Rakoff in Manhattan on Friday issued an order granting
Barclays Bank Plc's motion to dismiss a lawsuit brought by
SemGroup LP creditors.  The creditors were seeking repayment of a
$143 million fee that SemGroup paid the bank to take over its
commodities trading positions before filing for bankruptcy in
2008.  According to the lawsuit, Barclays used its leverage over
SemGroup to rejected any proposal with deal terms favorable to the
energy company and its creditors.  Instead, Barclays obtained a
$143 million novation fee to go through with the deal.  The
lawsuit said the size of the fee was unconscionable and SemGroup
did not receive reasonably equivalent value.

According to Reuters, Barclays filed court papers in August
seeking dismissal of the case.  Among other reasons, the bank said
the lawsuit was filed two years late.

Reuters notes Brandon Ashcraft, a spokesman for Barclays, declined
to comment.  Lawyers for Bettina Whyte, the trustee managing a
litigation trust for SemGroup and a managing director at Alvarez &
Marsal, did not respond to requests for comment.

                        About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SEQUENOM INC: Incurs $30.2 Million Net Loss in Third Quarter
------------------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $30.22 million on $22.85 million of total revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$18.37 million on $13.58 million of total revenues for the same
period during the prior year.

Sequenom recorded a net loss of $84.30 million on $56.02 million
of total revenues for the nine months ended Sept. 30, 2012,
compared with a net loss of $51.98 million on $40.42 million of
total revenues for the same period a year ago.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $264.18
million in total assets, $188.60 million in total liabilities and
$75.58 million in total stockholders' equity.

As of Sept. 30, 2012, total cash, cash equivalents, and marketable
securities were $193.4 million.  In the third quarter of 2012, the
Company completed a private offering of $130.0 million
convertible, unsecured, senior notes with the intent to use the
net proceeds to fund continued commercialization of the MaterniT21
PLUS LDT, as well as for other general corporate purposes, which
may include research and development expenses, capital
expenditures, working capital and general administrative expenses.

"The results from this quarter illustrate the impact of the
Company's strategic approach, as we have focused on maintaining
our leadership position within our markets," said Harry Hixson,
Jr., Ph.D., Chairman and CEO of Sequenom.  "Overall, the last year
has been an exciting time as Sequenom CMM introduced the
MaterniT21 PLUS LDT and dramatically scaled up operations to
support the overwhelming response from the obstetrics and
maternal-fetal medicine physician community.  We are pleased that
Sequenom CMM has reached a 90,000 annualized test volume run rate
for the MaterniT21 PLUS test.  We will also continue to seek new
molecular diagnostic growth opportunities as we move into 2013."

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

                        http://is.gd/Iglj7Y

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.


SHUKAN INC.: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Shukan, Inc.
        10870 Crain Highway
        Faulkner, MD 20632

Bankruptcy Case No.: 12-30087

Chapter 11 Petition Date: November 7, 2012

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

Judge: Paul Mannes

Debtor's Counsel: Richard M. McGill, Esq.
                  LAW OFFICES OF RICHARD M. MCGILL
                  P.O. Box 358
                  5303 West Court Drive
                  Upper Marlboro, MD 20773
                  Tel: (301) 627-5222
                  E-mail: mcgillrm@aol.com

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

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

The Company's list of its nine unsecured creditors filed with the
petition is available for free at:
http://bankrupt.com/misc/mdb12-30087.pdf

The petition was signed by Nailini Vaidya, president.


SOFTLAYER TECHNOLOGIES: Moody's Assigns 'B1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has moved the Corporate Family Rating
(CFR) and Probability of Default Rating (PDR), both at B1, from
SoftLayer Technologies, Inc. to SoftLayer Holdings, Inc.
("SoftLayer" or the "company"), which is now the corporate
family's ultimate parent and issuer of the audited financial
statements. The rating outlook is stable.

Ratings Assigned:

  Issuer: SoftLayer Holdings, Inc.

   Corporate Family Rating -- B1

   Probability of Default Rating -- B1

Ratings Withdrawn:

  Issuer: SoftLayer Technologies, Inc.

   Corporate Family Rating -- B1

   Probability of Default Rating -- B1

Ratings Rationale

SoftLayer's B1 Corporate Family Rating (CFR) largely reflects the
company's continued expansion following the acquisition of
ThePlanet.com in November 2010, as well as its strong EBITDA
margin profile. While SoftLayer generates ample funds from
operations, much of the company's cash flow is used for capital
expenditures on server growth and data center space expansion. For
the twelve months ended June 30, 2012, SoftLayer's total debt to
EBITDA (Moody's adjusted) was 4.6x, which is driven by the
significant operating leases and Moody's resulting adjustments to
reported debt. However, given the high capital intensity of the
business model, Moody's expects SoftLayer to operate at around 3x
to 4x financial leverage. The rating also incorporates Moody's
belief that the company is likely to exceed leverage targets over
short episodes as it funds expansion largely through the use of
debt. However, Moody's also recognizes that SoftLayer's projected
revenue growth trajectory and commensurate EBITDA expansion
provide it with the opportunity to delever rapidly below 4x in a
short period of time. Moody's estimates leverage will decline to
under 4x by year end 2013. The rating is further supported by
SoftLayer's strong and consistent growth from providing hosting
and managed services to Internet-centric small- and medium-sized
businesses (SMBs) since its inception. Moody's believes
SoftLayer's high EBITDA margins can eventually translate into
positive free cash flow once the company emerges from the current
growth phase.

Nonetheless, Moody's remains concerned about the long-term
sustainability of SoftLayer's cash flow stream (as the potential
commoditization of various data center services could lead to
price competition), challenges associated with solidifying a
defensible competitive position in the fragmented hosting segment
of the data center services industry, and the company's modest
scale and relatively short operating history. In Moody's view, as
competitors seek to enhance their services offerings, SoftLayer's
lack of customer contracts, currently an anomaly in the data
center services industry, also constrains the rating. The rating
is further weighed down by the continuing integration of the
underperforming pre-merger operations of ThePlanet.com.

Moody's expects SoftLayer to maintain adequate liquidity over the
next twelve months. As of June 30, 2012, the company had about $66
million of cash on hand, $17 million available unused capacity on
its capital lease program, and full availability under the $40
million revolving credit facility (maturing 2015) to backstop
potential free cash flow deficits that may arise should the
company need to expand its plans to add server capacity in new
data centers. Following expected negative free cash flow in 2012
due to continued heavy capex needs, Moody's projects SoftLayer
will be free cash flow neutral through most of 2013.

Rating Outlook

The stable rating outlook reflects Moody's expectation that
SoftLayer will continue to capitalize on strong demand for server
capacity by Internet-centric SMB's over the medium-term and that
the company will manage its growth within available liquidity
using a disciplined capital structure with a reasonable mix of
debt and equity.

What Could Change the Rating -- UP

An upgrade is not likely over the near term as the company's small
size constrains the rating, particularly as it navigates the still
early phases of its lifecycle and works on the continued
integration of ThePlanet.com. However, once the above concerns are
better mitigated, upward rating momentum could develop if
SoftLayer successfully ramps up server utilization in its newly
leased facilities, such that total debt to EBITDA leverage
(Moody's adjusted) trends below 2x on a sustained basis and the
company generates consistent positive free cash flow in excess of
10% of adjusted debt.

What Could Change the Rating -- DOWN

Negative rating pressure could ensue if SoftLayer's liquidity
becomes strained or financial leverage increases either due to the
company's inability to fully integrate ThePlanet.com, or as it
adds new servers or replaces existing capacity Moody's expects
total debt to EBITDA leverage (Moody's adjusted) will rise above
4x on a sustained basis.

The principal methodology used in rating SoftLayer Holdings, Inc.
was the Global Communications Infrastructure Methodology published
in June 2011. Other methodologies include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Dallas, TX, SoftLayer Holdings, Inc. is a
provider of dedicated hosting, cloud-computing and managed data
center services. Through its roughly 100,000 computer servers
under management, SoftLayer serves primarily Internet-centric
small- and medium-sized businesses (SMBs) and value added
resellers (VARs) with data center facilities in Dallas, Seattle,
Washington DC, Houston, San Jose, Amsterdam and Singapore. Revenue
for the twelve months ended June 30, 2012 totaled approximately
$364 million.


SUNDANCE SELF STORAGE: Court Tells Counsel to Disgorge Fees
-----------------------------------------------------------
Bankruptcy Judge Robert S. Bardwil ordered C. Anthony Hughes,
counsel to Sundance Self Storage-El Dorado LP, to disgorge the
fees he received from the estate.  The Court held that Mr. Hughes
at all times during his representation of the Debtor, was not a
disinterested person and had held an interest adverse to the
estate's interest.  Among other things, Mr. Hughes failed to
disclose he served as counsel in the 2010 personal Chapter 13
bankruptcy of Don Smith, owner of West Coast Real Estate &
Mortgage, Inc., the corporation that acquired Sundance's property.

Mr. Smith is also the Debtor's manager of operations.

Mr. Hughes was awarded fees of $57,270 and costs of $4,631
pursuant to a June 6 Court order.

In May 2012, after its two-year attempt to obtain confirmation of
a plan of reorganization came to an unsuccessful end, Sundance
faced foreclosure on virtually its only asset, a self-storage
facility in El Dorado Hills, California, by U.S. Bank, and a
motion by the United States Trustee to dismiss or convert
Sundance's case.

On May 24, 2012, after Sundance's attempt to stay the foreclosure
in state court had failed, and just six days before the hearings
on the U.S. Trustee's motion and Mr. Hughes' fee application,
Howard Brown, on behalf of Sundance, signed a grant deed
transferring the Property to West Coast.  On May 29, 2012, the day
before the hearings, the grant deed was recorded.  Six days later,
on June 4, 2012, West Coast filed a chapter 11 petition; its
bankruptcy counsel is Mohammad Mokarram.  The same day, the court
issued an order granting the U.S. Trustee's motion and converting
the Sundance case to a case under chapter 7.

Mr. Smith has admitted he initiated the transfer of the Property
from Sundance to West Coast.  The transfer was made without the
court's approval or knowledge and without notice to the U.S.
Trustee or any of the other parties in the Sundance case.  The
transfer of the Property came to the court's attention in mid-
June, when the Bank sought relief from the automatic stay in the
West Coast case.

"This case presents a graphic illustration of the policies
underlying the rules that professionals employed in chapter 11
cases must make full and complete disclosure of their connections
with the debtor and other parties-in-interest, must not hold or
represent an interest adverse to the estate, and must be
'disinterested.'  This decision is meant to underscore the need
for professionals employed by a bankruptcy estate to make full and
candid disclosure of all connections, both when applying for
approval of their employment and during the pendency of the case,"
Judge Bardwil said.  "This duty to disclose must be taken
seriously -- if a professional fails to do so, he or she risks
disallowance of all compensation."

A copy of the Court's Nov. 6 Memorandum Decision is available at
http://is.gd/9ZRdMVfrom Leagle.com.

Sundance Self-Storage-El Dorado LP, based in Roseville,
California, filed for Chapter 11 bankruptcy (Bankr. E.D. Calif.
Case No. 10-36676) on June 25, 2010.  Judge Robert S. Bardwil
oversees the case.  C. Anthony Hughes, Esq., in Sacramento, served
as the Debtor's counsel.  The Debtor scheduled $4,395,200 in
assets and $6,427,757 in debts.  A copy of the Debtor's list of 14
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/caeb10-36676.pdf
The petition was signed by Don Smith, manager of operations.


THOMPSON CREEK: Moody's Affirms 'Caa1' CFR/PDR; Rates Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service affirmed Thompson Creek Metals Company
Inc.'s Caa1 corporate family and probability of default ratings,
Caa2 senior unsecured notes ratings, Caa2 rating of the debt
component of tangible common equity units, and assigned a B1
rating to the company's proposed $350 million senior secured
notes. Thompson Creek's speculative grade liquidity rating remains
unchanged at SGL-4, but Moody's expects to raise this rating to
SGL-3 once the proposed financing closes. The rating outlook
remains stable.

The proposed notes issue will replace the company's $300 million
senior secured revolver, for which access has been very restricted
due to tight financial covenants. The notes issue will improve the
company's liquidity and provide sufficient funds to complete the
construction of the Mt. Milligan mine.

"Completion of the debt transaction will strengthen Thompson
Creek's liquidity, which is crucial as it addresses molybdenum
production issues and funds the construction of the Mt. Milligan
copper-gold mine", said Darren Kirk, Moody's Vice President and
Senior Credit Officer. "Notwithstanding improved liquidity,
leverage will remain elevated and free cash flow will be
significantly negative over the rating horizon."

Ratings Rationale

Thompson Creek's Caa1 corporate family rating primarily reflects
its concentration in molybdenum production, small size and
dependence on two mines, and substantial risks associated with its
construction of the Mt. Milligan copper-gold mine. The rating also
reflects the company's high pro forma adjusted leverage (Debt/
EBITDA above 10x) and Moody's expectation that continuing weak
molybdenum prices and substantial capital expenditure requirements
will cause free cash flow to remain negative through 2013. The
rating acknowledges the long operating history of Thompson Creek's
mines, low political risk, ample reserve base at its molybdenum
mines (about 14 years) and at Mt Milligan (22 years), and sizeable
pro-forma cash balances. In addition, the rating reflects Moody's
expectation that the company's adjusted Debt/ EBITDA has the
potential to fall below 6x in 2014 after Mt. Milligan comes on
stream (currently expected to occur in the fourth quarter 2013).

The company's SGL-4 liquidity rating reflects Moody's view that
without the completion of the notes issue, Thompson Creek will not
have sufficient cash resources to fund its requirements over the
next year. Continued compliance with its bank maintenance
covenants is also unlikely in Moody's opinion, leading to an
inadequate liquidity profile.

If the transaction closes as proposed, Moody's expects to raise
the company's SGL rating to SGL-3, reflecting adequate liquidity
as pro forma cash balances of about $700 million, combined with
$207 million of proceeds from the Royal Gold streaming transaction
to be received through Q2 2013 will be sufficient to cover
anticipated negative free cash flow of $700 million through 2013.
As well, the company will have limited near-term debt maturities
($29 million), and no financial maintenance covenants. Tempering
these factors are the absence of a committed revolving credit
facility and the likelihood that Thompson Creek will need to cash
collateralize its letters of credit (about $25 million).

The stable outlook reflects Moody's expectation that Thompson
Creek's earnings will not improve meaningfully through the next 12
to 18 months as molybdenum prices are expected to remain soft,
but, with the completion of the notes offering, the company will
have sufficient liquidity to fund its operations and expansion
project.

The company's ratings could be upgraded if Thompson Creek
successfully completes the Mt. Milligan mine and appears poised to
generate positive free cash flow on a sustained basis and maintain
adjusted Debt/EBITDA below 5x.

The company's ratings could be downgraded if molybdenum prices
decline sharply, or if development costs at Mt. Milligan escalate
such that the company appears likely to sustain adjusted
Debt/EBITDA above 7x. The ratings could also be downgraded if the
company fails to maintain sufficient liquidity to fund its
requirements over the next year.

The principal methodology used in rating Thompson Creek 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.

Thompson Creek Metals Company Inc., one of the world's largest
molybdenum producers, operates through two open pit mines and two
processing centers in the United States and Canada. The company is
currently constructing the Mt. Milligan copper-gold mine in
northern British Columbia, whose operations are expected to
commence in late 2013. Revenue from the last twelve months ended
September 30, 2012 was $419 million with about 19 million pounds
of molybdenum produced. Thompson Creek is headquartered in Denver,
Colorado with an administrative office in Vancouver, British
Columbia, Canada.


TRIBUNE CO: Works With CBRE to Promote Leasable Spaces
------------------------------------------------------
CBRE, a commercial real estate firm, hosted an event at The
Baltimore Sun's offices at the North Calvert Street for brokers to
get a feel for vacant space in the building, according to a
November 7 report by Baltimore Sun.

Stephen Seidl, the Sun's senior vice-president for operations and
technology, said the news company and other divisions of Tribune
Co. have been working with CBRE to promote leasable space in
buildings that have become too large for the news businesses they
house.

"Tribune is not mandating we lease the space," Baltimore Sun
quoted Mr. Seidl as saying.

Tribune is expected to emerge from bankruptcy protection in the
next few months and the ownership of its properties will likely
be transferred to JP Morgan Chase Bank and two investment groups.

CBRE's first goal is to put the North Calvert Street space to use
but if someone makes an offer to buy the Sun's North Calvert
Street building, the company will entertain the idea, according
to the report.

                         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)


TWO & THREE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Two & Three Putnam Court, LLC
        35 Church Street
        Greenwich, CT 06830

Bankruptcy Case No.: 12-52003

Chapter 11 Petition Date: November 8, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.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 five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ctb12-52003.pdf

The petition was signed by Danny Gabriele, member.


US AIRWAYS: Moody's Raises Corp. Family Rating to 'B3'
------------------------------------------------------
Moody's Investors Service raised its debt ratings of U.S. Airways
Group, Inc. ("US Airways"): Corporate Family and Probability of
Default to B3 from Caa1, Senior Secured First Lien Term Loan due
2014 to B2 from B3, and senior unsecured to Caa2 from Caa3.
Moody's raised its ratings by one notch on certain of the
company's Enhanced Equipment Trust Certificates ("EETCs") issued
by US Airway's subsidiaries, U.S. Airways, Inc. or U.S. Airways,
LLC (formerly America West Airlines, LLC) and affirmed the SGL-3
Speculative Grade Liquidity rating. The outlook is stable.

Rating Rationale

The upgrade of the ratings anticipates that US Airways will
sustain the improved operating performance of recent quarters that
has led to a higher cash balance and stronger credit metrics.
Moody's believes that the company's traffic performance and
airline operating metrics, which have been competitive with those
of its larger and or higher rated peers are likely to remain so in
upcoming periods. Leading market shares in its hubs, albeit in
smaller U.S. cities, helps drive favorable operating results over
the course of the cycle. Moody's expects US Airways -- and the
industry -- to continue a disciplined approach to capacity,
including further reductions in the event weaker economic growth
leads to slowing demand for air travel, to help offset pressure on
yields and profit margins.

The choice to forego fuel hedging has not been an impediment to
profitable operations, particularly as the average spot price of
jet fuel has been about $3.00 per gallon since 2010. The upgrade
of the ratings anticipates that a sustained sharp increase in the
cost of oil, and thus jet fuel, is not likely over at least the
next 12 to 24 months. Moody's Oil and Gas team forecasts the
average barrel price of Brent oil to fall below $100 in 2013. This
compares to the actual average of about $110 so far in 2012. US
Airways has achieved good profitability in the past 24 months
notwithstanding a lack of fuel hedges.

The upgrades occur while US Airways and AMR Corporation
("American", not rated) have indicated that they are in
discussions about a potential combination. Moody's believes that a
transaction with American would enhance US Airways network and
offer important opportunities for cost and revenue synergies. Such
benefits would be balanced against the integration risks and any
incremental financial risk that could arise from funding such a
merger. But, Moody's believes that even in light of the potential
for a transaction to emerge between US Airways and American, the
B3 CFR rating is more reflective of the company's current risk
profile.

The B3 Corporate Family rating reflects Moody's belief that the
company can sustain credit metrics at levels supportive of the B3
rating category over the intermediate term, even as economic
headwinds persist. US Airways' network, anchored by hubs in
Charlotte, Philadelphia and Phoenix and its focus city of
Washington, D.C., is mainly a U.S. domestic network that is
smaller than those of its larger legacy airline peers. However,
Moody's expects US Airways to manage its capacity with a focus on
earning acceptable returns on capital, which will help it produce
competitive airline operating and financial metrics. The B3
Corporate Family and SGL-3 Speculative Grade Liquidity ratings
consider the company's adequate liquidity with cash balances as a
percent of revenue having improved and becoming more comparable
with industry peers.

The upgrade of the Corporate Family rating is the main driver of
the selected upgrades on the EETC ratings. The A or B tranches
that were upgraded primarily belong to the company's "modern"
EETCs; those transactions issued after 2007 that benefit from
cross-default and cross-collateralization of the underlying
equipment notes. Moody's upgraded the A-tranche ratings of the
modern EETCs by one notch to Ba1, leveling the ratings on these
tranches with the existing Ba1 ratings on the A-tranches of the
company's 1998-1 and 1999-1 EETCs. The collateral in the modern
EETCs represent the younger, larger and more modern aircraft in US
Airways fleet and, Moody's believes have a higher probability of
affirmation under a US Airways default scenario. However, the
modern EETCs have higher loans-to-value than that of the 1998-1
and 1999-1, "legacy" EETCs whose equipment notes indentures lack
cross-default or cross-collateralization provisions. The risk of
the smaller collateral cushion on the A-tranches of the modern
EETCs relative to that in the 1998 and 1999 transactions is
balanced by their more attractive collateral and the more
favorable terms of the equipment notes, resulting in the leveling
of the ratings at Ba1. The rating on the A-tranche of 2001-1 is
Ba2; the lack of cross-default or cross-collateralization but
similar loans-to-value to the more recent EETCs are the drivers of
this one notch rating differential. The Ba3 ratings on the B-
tranches of 1998-1 and 1999-1 are one to three notches higher than
the B-tranche ratings on the remainder of the company's EETCs.
Lower loans-to-value are the driver of these relative ratings.

The stable outlook reflects Moody's anticipation of relatively
stable demand and fuel prices in upcoming quarters, which should
allow the company to sustain breakeven to modestly positive free
cash flow generation, notwithstanding higher capital expenditures
with increasing deliveries of Airbus A321 aircraft. There is
little upwards pressure on the ratings above the B3 level at this
time, particularly given the event risk associated with a
potential business combination. However, a positive rating action
could follow if the company was to further strengthen its metrics
profile, even while significantly increasing its size. Sustaining
Debt to EBITDA below 5.5 times, Funds from operations + interest
to interest above 3.0 times and positive free cash flow generation
could support an upgrade. A negative rating action could follow if
unrestricted cash declines below $1.8 billion. The inability to
control non-fuel operating costs or to sustain competitive yields,
either of which would challenge the company to maintain its
operations over the long-term could also lead to a downgrade. Debt
to EBITDA that surpasses 7.0 times, FFO + Interest to Interest
that approaches 2.0 times or sustained negative free cash flow
generation could pressure the ratings.

Issuer: US Airways Group, Inc.,

Upgrades:

   Probability of Default Rating, Upgraded to B3 from Caa1

   Corporate Family Rating, Upgraded to B3 from Caa1

   Senior Secured Bank Credit Facility, Upgraded to B2, LGD3, 35%
   from B3, LGD3, 37%

Issuer: US Airways, Inc.,

Upgrades:

   Senior Secured Enhanced Equipment Trust Certificates

   1998-1 C, Upgraded to B3 from Caa1

   1999-1 C, Upgraded to B3 from Caa1

   2000-3 C, Upgraded to B3 from Caa1

   2001-1 G, Upgraded to Ba2 from Ba3

   2001-1 C, Upgraded to B2 from B3

   2010-1A, Upgraded to Ba1 from Ba2

   2010-1B, Upgraded to B1 from B2

   2011-1A, Upgraded to Ba1 from Ba2

   2011-1B, Upgraded to B1 from B2

   2012-1A, Upgraded to Ba1 from Ba2

   2012-1B, Upgraded to B1 from B2

Affirmations:

   Senior Secured Enhanced Equipment Trust Certificates

   America West Airlines, Inc.

    1998-1 A, at Ba3

    1998-1 B, at B3

    1999-1 G1, at B1

    2000-1 G1, at B1

    2001-1 G1, at B1

   US Airways, Inc.

    1998-1 A, at Ba1

    1998-1 B, at Ba3

    1999-1 A, at Ba1

    1999-1 A2, at Ba1

    1999-1 B, at Ba3

    2000-2 G, at Ba3

    2000-3 G, at Ba3

    2010-1 C, at B3

    2011-1 C, at B3

    2012-1 C, at B3

Issuer: Hillsborough County Aviation Authority, FL ,

  Upgrades:

   Senior Secured Revenue Bonds, Upgraded to Caa2, LGD5, 85% from
   Caa3, LGD5, 88%

Issuer: Indianapolis Airport Authority, IN ,

  Upgrades:

   Revenue Bonds , Upgraded to Caa2, LGD5, 85% from Caa3, LGD5,
   88%

Issuer: Pennsylvania Economic Dev. Fin. Auth. ,

  Upgrades:

   Senior Unsecured Revenue Bonds, Upgraded to a range of Caa2,
   LGD5, 85 % from a range of Caa3, LGD5, 88 %

Issuer: Phoenix Industrial Development Authority, AZ ,

  Upgrades:

   Senior Unsecured Revenue Bonds, Upgraded to a range of Caa2,
   LGD5, 85 % from a range of Caa3, LGD5, 88 %

The principal methodology used in rating US Airways was the Global
Passenger Airlines Industry Methodology published in May 2012 and
Enhanced Equipment Trust And Equipment Trust Certificates
published in December 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

US Airways, along with US Airways Shuttle and US Airways Express,
operates nearly 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Mexico, Europe, the Middle East,
the Caribbean, Central and South America.


VANN'S INC: Changes Company Name, Selects Regelbrugge as New CEO
----------------------------------------------------------------
Rob Chaney at Missoulian reports that Vann's Inc. is now known as
Vann's Acquisition LLC and Greg Regelbrugge was named new chief
executive officer replacing Jerry McConnell.

"It lets the vendor community know we're a different company," the
report quotes the incoming CEO Greg Regelbrugge as saying.  "We
want to separate ourselves from the previous company that went
into Chapter 11.  That way we have structurally the chance to come
out of this clean and start fresh. But the names on the buildings
won't change.  We will remain Vann's."

According to the report, McMagic Partners bought the company for
$4.5 million -- just over half what Vann's owed its slate of
creditors.  McMagic in turn is part of Khaledi Group, which owns
38 companies in California, Arizona and Texas.  Mr. Regelbrugge
was previously Panasonic's vice president of national accounts in
the western United States.

The report relates Mr. Regelbrugge said he was researching a
possible sale of BigSkyCountry.com, which sells sporting goods on
the Internet.

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

GE Commercial Distribution Finance Corporation is represented by
Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of
John P. Paul, PLLC.  First Interstate Bank, the DIP Lender, is
represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP.

The U.S. Trustee has formed a seven-member creditors committee.
The Committee is represented by Halperin Battagia Raicht, LLP, and
Ross Richardson.

The Court appointed Montana lawyer Richard J. Samson as trustee
for Vann's on Oct. 3.  The case was later converted to liquidation
in Chapter 7 on Oct. 26.


WEATHERFORD INT'L: Moody's Affirms '(P)Ba1' Pref. Shelf Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Weatherford International
Ltd.'s (Weatherford, incorporated in Bermuda) Baa2 senior
unsecured and Prime-2 commercial paper ratings with a negative
outlook. The rating action is in response to the company's
identification of a material weakness in internal controls over
financial reporting related to the accounting for a percentage of
completion contract in Iraq, and continued increases in debt
balances.

"Weatherford's latest disclosure of a material weakness represents
another internal control challenge for the company, in addition to
its previously identified material weakness in internal controls
over financial reporting for income taxes," commented Gretchen
French, Moody's Vice President. "The material weakness also
highlights Moody's continued concern about Weatherford's company-
wide controls, particularly given its large breadth of operations.
In addition, Weatherford continues to face high and rising debt
levels, which limits its financial flexibility."

Ratings Rationale

Weatherford's Baa2 senior unsecured rating is supported by: its
scale and leading market positions; its geographic
diversification, with a substantial portion of its revenue coming
from markets outside the historically more volatile North American
market; and its numerous patented products and technologies, which
give the company a competitive edge in several markets. While
Weatherford's asset profile is indicative of a higher rating, the
Baa2 rating is restrained by the company's high financial leverage
and lower returns compared to its peers. Weatherford has weak
coverage and leverage metrics stemming from acquisitions and
periods of sustained negative free cash flow resulting from its
aggressive growth profile. In addition, the rating remains
restrained by uncertainty about the ultimate outcome of various
government investigations.

Management has targeted deleveraging in 2013, with more measured
growth and an increased focus on returns on capital employed
supporting free cash flow generation. However, there remains a
degree of execution risk in achieving lower debt levels.

Revenue recognition issues can potentially be very serious and are
typically not seen in investment-grade rated issuers.
Weatherford's disclosure of the material weakness and the need for
the correction in errors in revenue and operating income for the
first and second quarter of 2012 for a total of $24 million and
$55 million, respectively, directly impacts key historical credit
ratios and raises concerns regarding earnings estimates. With this
error, the entire loss on the contract is recognized up front
instead of over the remaining life of the contract.

However, the impact on credit ratios is relatively modest, the
material weakness appears localized to one contract in Iraq and is
expected to be fully remediated by year-end 2012, and Weatherford
does not have significant exposure to percentage of completion
contracts company-wide. In addition, the company looks to be
making progress on becoming current on its historical financial
statement filings, with a target completion date of the end of
November 2012, and has obtained waivers from its bank lenders and
bond holders with respect to its financial reporting covenants.

If Weatherford is unable to become current on its financial
statements and remediate its material weaknesses by year-end 2012
or if further material issues are uncovered, the Baa2 rating could
be downgraded. In addition, the ratings could be lowered if the
company's indebtedness were to become more elevated (debt/EBITDA
over 3.5x). While an upgrade is unlikely over the near-term, a
significantly lower, sustainable financial leverage profile
(debt/EBITDA under 2.5x) and improved margins and returns relative
to peers could result in an upgrade.

Weatherford has an adequate liquidity profile. The company
maintains a $2.25 billion credit facility maturing in July 2016 to
support its $2.25 billion commercial paper program. Drawings on
the revolver are not subject to a MAC clause and the company has
access to same day availability for draws up to the full facility
size. Weatherford has received a waiver from its bank lenders,
waiving compliance with its financial reporting obligations to no
later than March 19, 2013. The waiver also limits total debt to
$10 billion ($8.9 billion at September 30, 2012). Once Weatherford
becomes current on its financial statements, the financial
covenant limiting debt-to-capitalization to 60% (as compared to an
estimated 49% at September 30, 2012) will be re-instated.

Ratings affirmed include:

Weatherford International Ltd. (Bermuda)

     Senior Unsecured Notes rated Baa2

     Senior Unsecured Shelf Rating (P)Baa2

     Subordinate Shelf Rating (P)Baa3

     Preferred Shelf Rating (P)Ba1

     Commercial Paper Rating P-2

Weatherford International, Inc. (Delaware)

     Senior Unsecured Notes rated Baa2

     Senior Unsecured Shelf Rating (P)Baa2

     Subordinate Shelf Rating (P)Baa3

The principal methodology used in rating Weatherford was the
Global Oilfield Services Industry Methodology published in
December 2009.

Weatherford International Ltd., headquartered in Switzerland, is a
diversified international energy service and manufacturing company
that provides a variety of services and equipment to the oil and
gas industry.


WEST 380: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: West 380 Family Care Facility
        dba North Texas Community Hospital
        dba Doctors' Hospital
        1905 Doctors Hospital Drive
        Bridgeport, TX 76426-2260

Bankruptcy Case No.: 12-46274

Chapter 11 Petition Date: November 8, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Andrew G. Edson, Esq.
                  Duane J. Brescia, Esq.
                  Stephen A. Roberts, Esq.
                  STRASBURGER & PRICE LLP
                  901 Main Street, Suite 4400
                  Dallas, TX 75202-3794
                  Tel: (214) 651-2047
                  Fax: (214) 651-4084
                  E-mail: andrew.edson@strasburger.com
                          duane.brescia@strasburger.com
                          stephen.roberts@strasburger.com

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

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

The petition was signed by Max Ludeke, corporate executive
officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
City of Bridgeport        Line of Credit         $3,393,580
900 Thompson Street       and Utilities
Bridgeport, TX 76426

NTCH Guarantors, LLC      Agreed Judgment        $3,107,724
c/o Steven Longacre, MD
1903 Doctors
Hospital Dr., Ste 20
Bridgeport, TX 76426

NTCH Employ Health Plan   Payment due to         $567,165
1905 Doctors Hospital     health plan
Drive
Bridgeport, TX 76426

Boston Scientific         Trade Debt             $357,408
Corporation
P.O. Box 951653
Dallas, TX 75395-1653

Charlene Blaylock, CRNA   Loan                   $275,000
118 PR 3414
Bridgeport, TX 76426

Century Link              Utilities              $240,110
P.O. Box 2961
Phoenix, AZ 85062-2961

Hospira                   Agreed Judgment        $188,740

West 380 MOB, LLC         Rent                   $137,766

Bridge Staffing, Inc.     Contract Labor         $122,809

Quorum Health             Arbitration Award      $110,000
Resources, LLC

Johnson & Johnson         Trade Debt             $106,907

Hunton & Williams         Attorney Fees          $91,125

Owens and Minor           Trade Debt             $81,687

Texas Hospital            Insurance Premium      $79,594
Insurance Exchange

Medical Solutions, Inc.   Contract Labor         $65,794

Arthrex                   Trade Debt             $57,678

Dr. Scott Stowers         Professional Fees      $53,550

Meditech                  Trade Debt             $52,950

Vaughn Construction       Trade Debt             $52,844

Hollingsworth Walker      Settlement Agreement   $50,000


WEST PENN: Moody's Cuts Bond Rating to 'Ca'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service has downgraded West Penn Allegheny
Health System's (WPAHS or the System) (PA) bond rating to Ca from
Caa1, affecting $726 million of Series 2007 fixed rate bonds
issued through the Allegheny County Hospital Development
Authority. The outlook remains negative. The rating is removed
from review for possible downgrade, where it was placed on
September 28, 2012, following the announcement of WPAHS's
termination of its agreement with Highmark Inc. and Affiliates
(Highmark).

Summary Rating Rationale

The Ca rating reflects the severity of the financial status of the
System and Moody's belief that there is a high likelihood of a
restructuring or bankruptcy filing, with or without the closing of
an agreement with Highmark. The rating also incorporates the
likelihood of less than full recovery of the bonds in the event of
bankruptcy and in the absence of an asset sale. The System's
announcement in September to terminate the agreement with Highmark
and subsequent lawsuits between WPAHS and Highmark, as well as a
longer-than-anticipated process to receive approval from the
Pennsylvania Insurance Department (PID), has delayed and
complicated the closing of the transaction. The presiding judge of
the Allegheny County Court of Common Pleas ruled last Friday that
Highmark did not breach the agreement (as asserted by WPAHS) and
granted Highmark's request for a preliminary injunction against
WPAHS. Moody's believes this ruling is a negative credit
development for WPAHS because it prevents WPAHS from seeking other
capital partners. WPAHS's operating loss in fiscal year 2012
(based upon unaudited financial information) was very high at $113
million, exceeding the loss in fiscal year 2011. WPAHS's weak
unrestricted investment and cash position of $273 million as of
June 30, 2012 effectively has been supported by payments from
Highmark. WPAHS has received a total of approximately $232 million
in grants, loans and other advances and capital support since
2011.

Challenges

* Delays and disruptions in finalizing an agreement with Highmark
   and receiving approval from the PID, increasing the likelihood
   of a restructuring or bankruptcy filing

* Very large operating loss in fiscal year 2012 of $113 million,
   exceeding the fiscal year 2011 operating loss of $75 million
   (excluding a large non-recurring positive item) primarily
   driven by a 1% revenue decline

* Continued decline in acute discharges of 6% in fiscal year 2012
   (3% decline including observation cases), largely due to the
   closure and downsizing of services at West Penn Hospital in
   December 2010 and then, upon reopening of the emergency
   department on February 14, 2012 and the return of full medical
   and surgical services at West Penn Hospital, volumes have
   exceeded expectations at West Penn Hospital; however, volume
   shortfalls in the latter half of fiscal year 2012 for the
   System as a whole were reportedly due to Highmark's extension
   of a contract with University of Pittsburgh Medical Center
   (UPMC), which retained patient volumes that were anticipated to
   shift to WPAHS upon termination of the contract

* Weak unrestricted cash position of $273 million or 62 days of
   cash on hand as of June 30, 2012; Highmark has provided $200
   million in payments under the agreement as well as other
   advances and capital support, suggesting that, without such
   support, WPAHS would have largely depleted its cash

* As of fiscal yearend 2012, underfunded status of pension plan
   was large at $279 million, an $82 million increase since fiscal
   yearend 2011 due to the decline in the discount rate

* Heavy competition from UPMC (Aa3/positive), which is the
   largest health system in the region and owns a large managed
   care plan, enabling UPMC to influence health plan membership
   and volumes; UPMC opened a new hospital competing with WPAHS's
   Forbes Regional Hospital in July 2012, which has resulted in a
   significant decline in volumes at that facility, though the
   decline was less than expected

* High leverage relative to operating performance with 57% debt-
   to-operating revenues; peak debt service coverage is zero based
   upon Moody's methodology.

* Challenging demographic service area with declining population
   trends in the primary service area and an aging patient base

Strengths

* Affiliation agreement with Highmark, executed October 31, 2011,
   which has provided significant financial support to the System
   as noted above

* Favorable debt structure with all fixed rate debt and no
   interest rate derivatives

* System's prominence as the second largest healthcare system in
   Pittsburgh with 56,000 acute discharges

Outlook

Maintenance of the negative outlook reflects the likelihood of a
restructuring or bankruptcy filing over the near-term

What Could Make The Rating Go -- UP

With a negative outlook, a rating upgrade in the near-term is not
likely. Long-term, an upgrade would be considered with significant
and sustained improvement in operating cash flow for several
years, at least stability in volumes, significant growth in
unrestricted cash, stability or growth in medical staff and
closing of the Highmark affiliation.

What Could Make The Rating Go -- DOWN

Restructuring or bankruptcy filing

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


ZIFF DAVIS: J2 Global Acquires Assets for $167 Million Cash
-----------------------------------------------------------
j2 Global, Inc., the provider of business cloud services, has
acquired Ziff Davis, Inc., a media company in the technology
market.  The acquisition, the companies' joint statement said,
provides j2 a series of world-class web properties, including
PCMag.com, ComputerShopper, ExtremeTech, Toolbox.com and Geek.com.

The purchase price was roughly $167 million, net of certain post-
closing adjustments, and was funded out of j2's cash on hand.  The
transaction is anticipated to be immediately accretive and to
contribute approximately $60 million to 2013 revenues.  After
giving effect to this transaction, j2 has over $300 million in
cash and investments.

"We have years of experience and significant interest in the
digital media and online marketing space, both as a large scale
consumer of advertising (~$50M per year) and as a seller of
advertising on our ad supported properties (e.g. eFax Free) and a
provider of marketing and advertising services through
Campaigner(R)," said Hemi Zucker, j2's chief executive officer.
"This acquisition brings scale to this effort with a top
leadership team deeply committed to building the business through
organic growth, which we expect to continue.  This is our 40th
acquisition and we plan to grow the business in the same way we
have our others -- through a combination of internal growth and
acquisitions."

As a result of this transaction, j2 anticipates that its revenues
for 2012 will exceed the top end of its previous estimate of
between $345 million and $365 million.  In addition, j2 reaffirms
that its 2012 non-GAAP earnings per diluted share will exceed that
of 2011.

Founded in 1995, j2 Global, Inc. (NasdaqGS: JCOM) --
http://www.j2global.com/-- provides cloud services to individuals
and businesses around the world.  j2's network spans 49 countries
on six continents. The Company offers Internet fax, virtual phone,
hosted email, email marketing, online backup, unified
communications and customer relationship management solutions.  j2
markets its services principally under the brand names eFax(R),
Onebox(R), eVoice(R), Campaigner(R), Fusemail(R), KeepItSafe(R)
and CampaignerCRM(TM).  As of Dec. 31, 2011, j2 Global had
achieved 16 consecutive fiscal years of revenue growth.

                         About Ziff Davis

Ziff Davis, Inc. is a digital media company specializing in the
technology market, reaching over 50 million in-market buyers every
month.  Ziff Davis sites feature trusted reviews of the newest and
hottest tech products, news, commentary, tech deals and much more.
The Company's portfolio includes its flagship PCMag.com,
ComputerShopper, ExtremeTech, Geek.com, Toolbox.com and
LogicBUY.com.  Ziff Davis also helps marketers drive sales with
its latest product, BuyerBase(TM), an advanced ad targeting
platform focused 100% on in-market tech buyers.  Ziff Davis B2B is
a leading provider of online research to enterprise buyers and
serves IT and cloud services vendors.

Ziff Davis and six debtor-affiliates filed for bankruptcy
protection (Bankr. S.D.N.Y. Case No. 08-10768) on March 5, 2008.
Carey D. Schreiber, Esq., at Winston & Strawn, LLP, represents the
Debtors in their restructuring efforts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on June 17, 2008.
The Debtors emerged from bankruptcy protection on July 1, 2008.


* Moody's Says Sovereign Restructurings Reduce Debt Levels
----------------------------------------------------------
Sovereign debt restructurings provide immediate liquidity relief
but often fail to provide solvency support as they are not
accompanied by a reduction in debt levels, Moody's Investors
Service says in a new report on the modern history of sovereign
bond defaults and the extent of debt relief provided by sovereign
bond exchanges.

The new report, entitled "Sovereign Defaults Series: Sovereign
Debt Restructurings Provide Liquidity Relief But Often Do Not
Reduce Debt Levels", is available on www.moodys.com. Moody's
subscribers can access this report via the link provided at the
end of this press release.

"Over the 1997-2012 period, nominal debt levels actually rose in
the aftermath of half of sovereign bond exchanges," explains Elena
Duggar, Moody's Group Credit Officer for Sovereign Risk and author
of the report. "Further, the average country exited default with a
debt-to-GDP ratio only 5 percentage points lower than before the
debt restructuring."

The report analyzes 31 distressed exchanges since 1997, by 19
sovereign issuers, and finds that in 50% of cases, debt levels
were higher in the year after the debt exchange than they had been
in the year before. Experiences varied across countries and some
bond exchanges did lead to reductions in the nominal level of debt
-- examples include the bond exchanges of Ukraine in 2000,
Argentina in 2005 and Ecuador in 2009.

More often, though, debt levels fell only marginally or even rose.
Recent examples of such outcomes include the recent debt exchanges
of Jamaica, St. Kitts and Nevis, and Greece. In particular,
despite the large haircut suffered by investors during the
restructuring of Greek debt earlier this year, debt-to-GDP ratio
in Greece is expected to be 179% at end-2012, higher than the 171%
at end-2011.

The terms of the exchanges were key contributing factor to this
outcome, as the majority of sovereign bond exchanges included
maturity extension and a reduction in interest, but no nominal
haircut on the principal. As a result, the distressed exchanges
alleviated liquidity pressure and debt servicing costs were
reduced in the long term, but the stock of debt remained
unchanged.

Even in the presence of a nominal haircut, three other factors
often counteracted the beneficial impact of a sovereign debt
exchange. First, economic deterioration contributed to budget
deficits in the absence of fiscal adjustment. Second, currency
depreciation, led to an increase in the value of foreign currency
debt relative to domestic GDP. Third, there were banking sector
recapitalization costs and other measures to support the economy.
New borrowing as a result of these developments during the crisis
often undermined the debt reduction achieved via the exchange.

"Our findings underscore the fact that defaults are rarely a quick
cure for sovereign debt crises", says Duggar. "Resolving sovereign
debt crises is a prolonged and difficult process and significant
fiscal adjustment is typically necessary over many years in order
to reduce debt levels."


* Moody's Says Number of "Fallen Angels" Declines Sharply
---------------------------------------------------------
The number of "fallen angels," or companies whose ratings dropped
below investment grade, declined sharply on a global basis during
the third quarter of 2012, Moody's Investors Service says in its
new quarterly report, "Rating Transition Risk for Investment-Grade
Issuers." The report updates investors on recent changes in the
credit quality of investment-grade corporate and financial
issuers.

"The global fallen angel rate fell to 0.1% in the third quarter
from 1.3% in the second," says Albert Metz, Managing Director of
Moody's Credit Policy Research. "While 26 European banks were
downgraded from investment to speculative grade in the second
quarter, during the third there were just two fallen angels,
Italian insurer Unipol Gruppo Finanziario and US building
materials manufacturer Martin Marietta Materials."

Among the companies Moody's upgraded during the third quarter, 15
saw their ratings climb from speculative grade to investment
grade, compared with 11 in the previous quarter. Of the third
quarter's "rising stars," seven were based in North America, six
in the Middle East and Africa and the remainder in Europe and
Latin America.

Across industries, nine, or 60%, of the quarter's rising stars
were non-financial corporations, while five, or one third, were
Turkish banks whose ratings were upgraded following the upgrade of
the Turkish sovereign in June. US packaging company MeadWestvaco
Corporation and two of its subsidiaries were also among the third
quarter's rising stars.

Looking ahead, Moody's Credit Transition Model (CTM) predicts that
the global fallen angel rate will rise to 0.7% in the final
quarter of 2012. And consistent with that forecast, Moody's
investment-grade distress index indicates that market prices for
investment-grade issuers fell during the third quarter.

"Lower prices for investment-grade companies in the third quarter
signal a higher number of fallen angels in the fourth, and
European banks are expected to make up the bulk of these," Metz
says. The fallen angel rate is expected to rise to 1.4% in Europe,
compared with 0.4% in North America and 0.2% in Asia.

And among speculative-grade issuers globally, CTM predicts that
0.5% will be upgraded to investment grade in 2012's final quarter.
Regionally, the rising star rate is projected to be 0.5% in North
America, 0.4% in Europe and 0.6% in Asia.


* Moody's Says LIBOR Litigation Greater Risk to Bank Ratings
------------------------------------------------------------
Any future regulatory fines against banks from their alleged
manipulation of the London Inter Bank Offered Rate (LIBOR) would
likely be absorbable within each bank's annual earnings and would
therefore not be significant enough to prompt rating actions, says
Moody's Investors Service in a new report published on
Nov. 13. However, losses from potential litigation over the
alleged manipulation, though highly uncertain and difficult to
quantify, could turn out to be much larger than any regulatory
fines, and would therefore be more likely to have credit-negative
rating implications.

The new report, "Lingering LIBOR Risks and Potential Impact on
Bank Ratings", is now available on www.moodys.com. Moody's
subscribers can access this report via the link provided at the
end of this press release.

Moody's report describes the LIBOR rate-setting process, details
the alleged misconduct, and highlights credit and litigation risks
facing the LIBOR panel banks. In addition, Moody's assesses
potential near-term developments -- such as additional settlements
or lawsuits, class action suits and judicial decisions -- that the
rating agency believes could increase the risk of losses or
franchise damage.

Moody's considers that the potential risks to firms fall into the
following categories (1) regulatory fines/penalties; (2)
litigation settlements; and (3) other (reputational damage,
management upheaval, strategic changes).

Moody's does not believe that the imposition of regulatory fines
is likely to prompt rating actions. However, Moody's says that
negative pressure on LIBOR panel banks' ratings could develop
following (1) associated management upheaval and/or strategic
changes; and/or (2) revelations of previously unidentified risk-
management or control failures. With litigation efforts in their
very early stages, Moody's says that the magnitude of any monetary
damages or settlements is difficult to quantify, but they could
ultimately have credit-negative implications.

Moody's notes that the largest LIBOR panel banks have more
earnings and capital with which to absorb potential losses.
However, those banks are not necessarily less vulnerable than the
smaller banks, especially if higher absolute transaction levels
associated with the larger banks lead to larger litigation losses.

Given the fluid nature of the current investigations and pending
litigation, Moody's intends to monitor the ongoing developments
and will use the framework described in this report as a basis to
consider the potential credit implications. Well before any final
court decision or legal settlements are reached, Moody's would
expect numerous related legal and regulatory developments over an
extended timeframe. This will bring greater clarity to the likely
impact of regulatory fines, potential litigation losses and
penalties on LIBOR panel banks' credit profiles.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Frank Smith
   Bankr. S.D. Ala. Case No. 12-03779
      Chapter 11 Petition filed October 31, 2012

In re Byron Main
   Bankr. D. Ariz. Case No. 12-23784
      Chapter 11 Petition filed October 31, 2012

In re Miguel Larios
   Bankr. D. Ariz. Case No. 12-23889
      Chapter 11 Petition filed October 31, 2012

In re Whetstone Partners, LLP
   Bankr. D. Ariz. Case No. 12-23881
     Chapter 11 Petition filed October 31, 2012
         See http://bankrupt.com/misc/azb12-23881.pdf
         represented by: Sally M. Darcy, Esq.
                         Mcevoy, Daniels & Darcy P.C.
                         E-mail: ccarter@mddlaw.com

In re Irene Desby-Jessop
   Bankr. C.D. Calif. Case No. 12-46668
      Chapter 11 Petition filed October 31, 2012

In re AJSH III, LLC
        fdba AJSH III, Inc.
          dba Arigato Japanese Stek House
   Bankr. M.D. Fla. Case No. 12-16676
     Chapter 11 Petition filed October 31, 2012
         See http://bankrupt.com/misc/flmb12-16676p.pdf
         See http://bankrupt.com/misc/flmb12-16676c.pdf
         represented by:  Lynn Welter Sherman, Esq.
                         Adams and Reese, LLP
                         E-mail: lynn.sherman@arlaw.com

In re David Laughlin
   Bankr. N.D. Fla. Case No. 12-31465
      Chapter 11 Petition filed October 31, 2012

In re Irene Chestnut
   Bankr. S.D. Fla. Case No. 12-36336
      Chapter 11 Petition filed October 31, 2012

In re Jose Cortes
   Bankr. N.D. Ill. Case No. 12-43433
      Chapter 11 Petition filed October 31, 2012

In re Sport Diver, Inc.
        dba Paradise Island Divers
   Bankr. W.D.N.C. Case No. 12-32632
     Chapter 11 Petition filed October 31, 2012
         See http://bankrupt.com/misc/ncwb12-32632.pdf
         represented by: Richard M. Mitchell, Esq.
                         E-mail: rmitchell@rickmitchelllaw.com

In re Philipsburg Electric & Supply, Inc.
   Bankr. W.D. Pa. Case No. 12-70951
     Chapter 11 Petition filed October 31, 2012
         See http://bankrupt.com/misc/pawb12-70951.pdf
         represented by: James R. Walsh, Esq.
                         Kevin J. Petak, Esq.
                         Spence Custer Saylor Wolfe & Rose
                         E-mail: jwalsh@spencecuster.com
                                 kpetak@spencecuster.com

In re Ears of Texas, P.A.
   Bankr. W.D. Tex. Case No. 12-53341
     Chapter 11 Petition filed October 31, 2012
         See http://bankrupt.com/misc/txwb12-53341.pdf
         represented by: William B. Kingman, Esq.
                         E-mail: bkingman@kingmanlaw.com

In re Edwin Jacobsen
   Bankr. E.D. Va. Case No. 12-16477
      Chapter 11 Petition filed October 31, 2012


In re Robert Froehlich
   Bankr. E.D. Va. Case No. 12-16499
      Chapter 11 Petition filed October 31, 2012
In re Randolph Tenney
   Bankr. D. Ariz. Case No. 12-23949
      Chapter 11 Petition filed November 1, 2012

In re Carlos Zaragoza
   Bankr. C.D. Calif. Case No. 12-14094
      Chapter 11 Petition filed November 1, 2012

In re Delzano, Enterprises Inc.
        dba Delzanos By The Sea
   Bankr. C.D. Calif. Case No. 12-46796
     Chapter 11 Petition filed November 1, 2012
         See http://bankrupt.com/misc/cacb12-46796.pdf
         represented by: Stanley D. Bowman, Esq.
                         E-mail: sb@stanleybowman.com

In re CA Autoplex, Inc.
   Bankr. C.D. Calif. Case No. 12-46821
     Chapter 11 Petition filed November 1, 2012
         See http://bankrupt.com/misc/cacb12-46821.pdf
         represented by: Robert S. Altagen, Esq.
                         LAW OFFICES OF ROBERT S. ALTAGEN
                         E-mail: rsaink@earthlink.net

In re Marc Aniel
   Bankr. N.D. Calif. Case No. 12-33117
      Chapter 11 Petition filed November 1, 2012

In re Virginia Anderson
   Bankr. N.D. Calif. Case No. 12-48916
      Chapter 11 Petition filed November 1, 2012

In re Lindsey Bruce
   Bankr. M.D. Fla. Case No. 12-07203
      Chapter 11 Petition filed November 1, 2012

In re Liquor Stop Incorporated
   Bankr. N.D. Ill. Case No. 12-43642
     Chapter 11 Petition filed November 1, 2012
         See http://bankrupt.com/misc/ilnb12-43642.pdf
         represented by: Ariel Weissberg, Esq.
                         WEISSBERG & ASSOCIATES, LTD
                         E-mail: ariel@weissberglaw.com

In re Gary Roland
   Bankr. E.D. Ky. Case No. 12-52812
      Chapter 11 Petition filed November 1, 2012

In re Joseph Funk
   Bankr. D. Nebr. Case No. 12-42395
      Chapter 11 Petition filed November 1, 2012

In re D.C. & F.C. Laundromat, Inc.
   Bankr. E.D.N.Y. Case No. 12-47663
     Chapter 11 Petition filed November 1, 2012
         See http://bankrupt.com/misc/nyeb12-47663.pdf
         represented by: Joseph A. Altman, Esq.
                         ALTMAN & ALTMAN ESQS
                         E-mail: altmanesq@aol.com

In re Maple Mountain Resort, LLC
        dba M-MAC @ Maple Mountain Resort, LLC
   Bankr. W.D.N.Y. Case No. 12-21733
     Chapter 11 Petition filed November 1, 2012
         See http://bankrupt.com/misc/nywb12-21733.pdf
         represented by: John F. McKeown, Esq.
                         E-mail: johnf.mckeown@gmail.com

In re Jose Alicea Ruiz
   Bankr. D.P.R. Case No. 12-08857
      Chapter 11 Petition filed November 1, 2012

In re Juan Ponce Fantauzzi
   Bankr. D.P.R. Case No. 12-08859
      Chapter 11 Petition filed November 1, 2012

In re J Dindorf
   Bankr. E.D. Wis. Case No. 12-35841
      Chapter 11 Petition filed November 1, 2012

In re David Rucker
   Bankr. D. Ariz. Case No. 12-24009
      Chapter 11 Petition filed November 2, 2012

In re Salvador Rivera
   Bankr. C.D. Calif. Case No. 12-34801
      Chapter 11 Petition filed November 2, 2012

In re CCP Investment Properties LLC
   Bankr. N.D. Calif. Case No. 12-48957
     Chapter 11 Petition filed November 2, 2012
         See http://bankrupt.com/misc/canb12-48957.pdf
         Filed pro se

In re Phillip Moheno
   Bankr. S.D. Calif. Case No. 12-14847
      Chapter 11 Petition filed November 2, 2012

In re Aleksandr Filipskiy
   Bankr. M.D. Fla. Case No. 12-16832
      Chapter 11 Petition filed November 2, 2012

In re Timothy Scott
   Bankr. M.D. Fla. Case No. 12-07214
      Chapter 11 Petition filed November 2, 2012

In re CEI Barber and Beauty Institute
        dba The Edge
          dba Cutting Edge
   Bankr. N.D. Ga. Case No. 12-77296
     Chapter 11 Petition filed November 2, 2012
         See http://bankrupt.com/misc/ganb12-77296.pdf
         Filed pro se

In re Christian Ruffin
   Bankr. N.D. Ga. Case No. 12-77405
      Chapter 11 Petition filed November 2, 2012

In re Our Place Bakery/Cafe, LLC
   Bankr. N.D. Ga. Case No. 12-77397
     Chapter 11 Petition filed November 2, 2012
         See http://bankrupt.com/misc/ganb12-77397.pdf
         represented by: Melvin Robinson, Esq.
                         Law Office of Melvin Robinson

In re Ben Farmer
   Bankr. S.D. Ga. Case No. 12-42154
      Chapter 11 Petition filed November 2, 2012

In re Ronald Grason
   Bankr. C.D. Ill. Case No. 12-72383
      Chapter 11 Petition filed November 2, 2012

In re Donald King
   Bankr. N.D. Miss. Case No. 12-14731
      Chapter 11 Petition filed November 2, 2012

In re Mott Creek, LLC
   Bankr. E.D.N.Y. Case No. 12-47682
     Chapter 11 Petition filed November 2, 2012
         See http://bankrupt.com/misc/nyeb12-47682.pdf
         Filed pro se

In re Patrisha Osborne
   Bankr. N.D.N.Y. Case No. 12-12872
      Chapter 11 Petition filed November 2, 2012

In re 35 West 64th Restaurant Associates LP
        dba Picholine
   Bankr. S.D.N.Y. Case No. 12-14498
     Chapter 11 Petition filed November 2, 2012
         See http://bankrupt.com/misc/nysb12-14498.pdf
         represented by: Robert R. Leinwand, Esq.
                         Robinson Brog Leinwand Greene
                         Genovese & Gluck P.C.
                         E-mail: rrl@robinsonbrog.com

In re Records Central, Inc.
   Bankr. N.D. Ohio Case No. 12-18061
     Chapter 11 Petition filed November 2, 2012
         See http://bankrupt.com/misc/ohnb12-18061.pdf
         represented by: Jeffrey M Levinson, Esq.
                         Scott H Scharf, Esq.
                         Levinson LLP
                         E-mail: jml@jml-legal.com
                                 scharf@scharflegal.com

In re Samuel Anthony
   Bankr. W.D. Pa. Case No. 12-25445
      Chapter 11 Petition filed November 2, 2012

In re Chadwick Steele
   Bankr. E.D. Tenn. Case No. 12-15723
      Chapter 11 Petition filed November 2, 2012

In re Jack Edwards
   Bankr. E.D. Tenn. Case No. 12-15720
      Chapter 11 Petition filed November 2, 2012

In re Andric Enterprises, LLC
        dba Hunter Office Furniture
          dba Hunter & Associates
   Bankr. N.D. Tex. Case No. 12-36962
     Chapter 11 Petition filed November 2, 2012
         See http://bankrupt.com/misc/txnb12-36962.pdf
         represented by: Areya Holder, Esq.
                         Holder Law
                         E-mail: areya@holderlawpc.com

In re Laverne Toedtli
   Bankr. W.D. Wash. Case No. 12-47526
      Chapter 11 Petition filed November 2, 2012

In re Joe & Sons Framing Co.
   Bankr. D. Ariz. Case No. 12-24082
     Chapter 11 Petition filed November 3, 2012
         See http://bankrupt.com/misc/azb12-24082.pdf
         represented by: Lashawn D. Jenkins, Esq.
                         Jenkins Law Firm
                         E-mail:
                         lashawn.jenkins@thejenkinslawfirm.com

In re Gatrap Ventures, LLC
   Bankr. D. Md. Case No. 12-29932
     Chapter 11 Petition filed November 3, 2012
         See http://bankrupt.com/misc/mdb12-29932.pdf
         represented by:  Aaron R. Caruso, Esq.
                         Abod & Caruso, LLC
                         E-mail: arc@abodcarusolaw.com



In re Brendalix Acevedo
   Bankr. D. Mass. Case No. 12-43892
      Chapter 11 Petition filed November 4, 2012

In re Donald Wilkinson
   Bankr. W.D. Pa. Case No. 12-25461
      Chapter 11 Petition filed November 4, 2012


In re Tarrie Hyche
   Bankr. N.D. Ala. Case No. 12-72304
      Chapter 11 Petition filed November 5, 2012

In re American West Regional Center, LLC
   Bankr. C.D. Calif. Case No. 12-22784
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/cacb12-22784.pdf
         represented by: Robert S. Altagen, Esq.
                         Law Offices of Robert S. Altagen
                         E-mail: rsaink@earthlink.net

In re Total Time, Inc.
        dba Watchworks
   Bankr. C.D. Calif. Case No. 12-47015
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/cacb12-47015.pdf
         represented by: James T. King, Esq.
                         E-mail: ecfnotices@kingobk.com

In re Allen Schreiber
   Bankr. D. Colo. Case No. 12-32784
      Chapter 11 Petition filed November 5, 2012

In re Lisa Schreiber
   Bankr. D. Colo. Case No. 12-32784
      Chapter 11 Petition filed November 5, 2012

In re Susan Wright
   Bankr. D. Colo. Case No. 12-32840
      Chapter 11 Petition filed November 5, 2012

In re Thomas Wright
   Bankr. D. Colo. Case No. 12-32840
      Chapter 11 Petition filed November 5, 2012

In re Missionary Church of Jesus Christ Inc.
   Bankr. M.D. Fla. Case No. 12-15081
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/flmb12-15081.pdf
         Filed pro se

In re T&W Auto Repair & Sales, Inc.
   Bankr. M.D. Fla. Case No. 12-16880
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/flmb12-16880.pdf
         represented by: Buddy D. Ford, Esq.
                         E-mail: Buddy@tampaesq.com

In re Duluth Station LLC
   Bankr. N.D. Ga. Case No. 12-77773
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/ganb12-77773.pdf
         represented by: Scott B. Riddle, Esq.
                         E-mail: sbriddle@mindspring.com

In re Mark Anderson
   Bankr. N.D. Ga. Case No. 12-77850
      Chapter 11 Petition filed November 5, 2012

In re James Bazemore
   Bankr. S.D. Ga. Case No. 12-42170
      Chapter 11 Petition filed November 5, 2012

In re Tanya Faller Irrevocable Trust U/A Dtd 8/20/07
   Bankr. W.D. Ky. Case No. 12-11486
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/kywb12-11486.pdf
         represented by: Michael w. McClain, Esq.
                         Ballinger McClain, PLLC
                         E-mail: mike@kentuckytrial.com

In re 727 Realty Trust
   Bankr. D. Mass. Case No. 12-43895
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/mab12-43895.pdf
         Filed pro se

In re Stewart & Staley Restaurant, Inc.
        dba Annie Molloy's Irish Castle
   Bankr. S.D.N.Y. Case No. 12-37797
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/nysb12-37797.pdf
         represented by: Thomas Genova, Esq.
                         Genova & Malin, Attorneys
                         E-mail: genmallaw@optonline.net

In re Eaton Associates, Inc.
   Bankr. W.D.N.Y. Case No. 12-13421
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/nywb12-13421.pdf
         represented by: David L. Roach, Esq.
                         Blair & Roach
                         E-mail: dlroach@blair-roach.com

In re Disposal Corporation of America
   Bankr. E.D. Pa. Case No. 12- 20295
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/paeb12-20295.pdf
         represented by: Fareeda Halima Brewington, Esq.
                         Brewington Legal
                         E-mail: brewington@brewingtonlegal.com

In re Steven Findlay
   Bankr. W.D. Pa. Case No. 12-25476
      Chapter 11 Petition filed November 5, 2012

In re Pleasure Enterprises 3, LLC
   Bankr. E.D. Pa. Case No. 12-20299
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/paeb12-20299p.pdf
         See http://bankrupt.com/misc/paeb12-20299c.pdf
         represented by: Roger V. Ashodian, Esq.
                         Regional Bankruptcy Center of SE PA
                         E-mail: rashodian@schollashodian.com

In re McClain Motors, Inc.
   Bankr. W.D. Tenn. Case No. 12-31940
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/tnwb12-31940.pdf
         represented by: Michael Don Harrell, Esq.
                         Harrell and Associates
                         E-mail: harrellandassoc@bellsouth.net

In re Aric Akers
   Bankr. N.D. Tex. Case No. 12-37019
      Chapter 11 Petition filed November 5, 2012

In re John Upton
   Bankr. N.D. Tex. Case No. 12-46197
      Chapter 11 Petition filed November 5, 2012

In re Equi-Share, Inc.
   Bankr. S.D. Tex. Case No. 12-38286
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/txsb12-38286.pdf
         represented by: Anne Elise Kennedy, Esq.
                         E-mail: akennedy@aek-law.com

In re Galprops LLC
   Bankr. S.D. Tex. Case No. 12-38300
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/txsb12-38300.pdf
         represented by: James B. Jameson, Esq.
                         E-mail: jbjameson@jamesonlaw.net

In re Kainos Community Church, Inc.
   Bankr. S.D. Tex. Case No. 12-38296
     Chapter 11 Petition filed November 5, 2012
         See http://bankrupt.com/misc/txsb12-38296.pdf
         represented by:  Nelson M. Jones, III, Esq.
                         Garner Scott & Jones, PLLC
                         E-mail: njoneslawfirm@aol.com

In re Seferino Perez
   Bankr. S.D. Tex. Case No. 12-20576
      Chapter 11 Petition filed November 5, 2012
In re Francisco Meneses
   Bankr. C.D. Calif. Case No. 12-35027
      Chapter 11 Petition filed November 6, 2012

In re Fariborz Aframiyan Farnad DMD, Inc.
   Bankr. C.D. Calif. Case No. 12-47124
     Chapter 11 Petition filed November 6, 2012
         See http://bankrupt.com/misc/cacb12-47124.pdf
         represented by: Matthew E. Faler, Esq.
                         LAW OFFICES OF MATTHEW E. FALER
                         E-mail: mfaler@faler-law.com

In re Ho Choi
   Bankr. N.D. Calif. Case No. 12-33158
      Chapter 11 Petition filed November 6, 2012

In re Mary Littman
   Bankr. D. Colo. Case No. 12-32852
      Chapter 11 Petition filed November 6, 2012

In re Steven Thompson
   Bankr. D. Colo. Case No. 12-32852
      Chapter 11 Petition filed November 6, 2012

In re Paul Kubica
   Bankr. M.D. Fla. Case No. 12-15119
      Chapter 11 Petition filed November 6, 2012

In re Hayes Faith Temple Baptist Church
   Bankr. N.D. Ga. Case No. 12-78098
     Chapter 11 Petition filed November 6, 2012
         Filed as Pro Se

In re Red Oak Medical, Inc.
   Bankr. N.D. Ill. Case No. 12-44132
     Chapter 11 Petition filed November 6, 2012
         See http://bankrupt.com/misc/ilnb12-44132.pdf
         represented by: Keevan D. Morgan, Esq.
                         MORGAN & BLEY, LTD.
                         E-mail: kmorgan@morganandbleylimited.com

In re Five Star Limousine Avenue Service, Inc.
   Bankr. N.D. Ill. Case No. 12-44134
     Chapter 11 Petition filed November 6, 2012
         See http://bankrupt.com/misc/ilnb12-44134.pdf
         represented by: Deadra F. Woods Stokes, Esq.
                         DEADRA WOODS STOKES & ASSOCIATES, PC
                         E-mail: dwslawpc@gmail.com

In re Mark Mercer
   Bankr. N.D. Ill. Case No. 12-84188
      Chapter 11 Petition filed November 6, 2012

In re Wayne Carter
   Bankr. D. Md. Case No. 12-30050
      Chapter 11 Petition filed November 6, 2012

In re Raymond Compton
   Bankr. S.D. Miss. Case No. 12-52304
      Chapter 11 Petition filed November 6, 2012

In re Caldera P & G
        fdba Mid-Power Resource Corporation
   Bankr. D. Nev. Case No. 12-22484
     Chapter 11 Petition filed November 6, 2012
         See http://bankrupt.com/misc/nvb12-22484.pdf
         represented by: Matthew Q. Callister, Esq.
                         CALLISTER + ASSOCIATES
                         E-mail: mqc@call-law.com

In re Ace Auto Parts, Inc.
   Bankr. D. N.J. Case No. 12-36515
     Chapter 11 Petition filed November 6, 2012
         See http://bankrupt.com/misc/njb12-36515.pdf
         represented by: Laurent W. Metzler, Esq.
                         METZLER & DESANTIS, LLP
                         E-mail: LWM@metzlerdesantis.com

In re Dale Fredrick
   Bankr. E.D.N.C. Case No. 12-07963
      Chapter 11 Petition filed November 6, 2012

In re A-1 Hydro-Mulching of Houston, Inc.
   Bankr. S.D. Tex. Case No. 12-38417
     Chapter 11 Petition filed November 6, 2012
         See http://bankrupt.com/misc/txsb12-38417.pdf
         represented by: J. Craig Cowgill, Esq.
                         J. CRAIG COWGILL & ASSOCIATES, P.C.
                         E-mail: jccowgill@cowgillholmes.com

In re Esmaeil Rowshan
   Bankr. W.D. Tex. Case No. 12-12524
      Chapter 11 Petition filed November 6, 2012

In re SALSA-Sleep Apnea Labs of San Antonio, Inc.
   Bankr. W.D. Tex. Case No. 12-53497
     Chapter 11 Petition filed November 6, 2012
         See http://bankrupt.com/misc/txwb12-53497.pdf
         represented by: William R. Davis, Jr., Esq.
                         LANGLEY & BANACK, INC.
                         E-mail: wrdavis@langleybanack.com

In re Mingo Property Group LLC
   Bankr. W.D. Tex. Case No. 12-61177
     Chapter 11 Petition filed November 6, 2012
         See http://bankrupt.com/misc/txwb12-61177.pdf
         represented by: John A. Montez, Esq.
                         MONTEZ & WILLIAMS, P.C.
                         E-mail: johna.montez@yahoo.com

In re 25354 Pleasant Valley LLC
   Bankr. E.D. Va. Case No. 12-16616
     Chapter 11 Petition filed November 6, 2012
         See http://bankrupt.com/misc/vaeb12-16616.pdf
         represented by: Steven H. Greenfeld, Esq.
                         COHEN BALDINGER & GREENFELD, LLC
                         E-mail: steveng@cohenbaldinger.com

In re Green Valley Pool & Patio, LLC
   Bankr. D. Ariz. Case No. 12-24341
     Chapter 11 Petition filed November 7, 2012
         See http://bankrupt.com/misc/azb12-24341.pdf
         represented by: Robert M. Cook, Esq.
                         Law Offices of Robert M. Cook PLLC
                         E-mail: robertmcook@yahoo.com

In re Las Vegas Apartments, LLC
   Bankr. C.D. Calif. Case No. 12-47309
     Chapter 11 Petition filed November 7, 2012
         See http://bankrupt.com/misc/cacb12-47309.pdf
         Filed pro se

In re Kuldip Singh
   Bankr. E.D. Calif. Case No. 12-39655
      Chapter 11 Petition filed November 7, 2012

In re Country Fare, LLC
   Bankr. D. Conn. Case No. 12-32480
     Chapter 11 Petition filed November 7, 2012
         See http://bankrupt.com/misc/ctb12-32480.pdf
         represented by: James M. Nugent, Esq.
                         Harlow, Adams, and Friedman
                         E-mail: jmn@quidproquo.com

In re Marcos Fintz
   Bankr. S.D. Fla. Case No. 12-36864
      Chapter 11 Petition filed November 7, 2012

In re David Dorn
   Bankr. N.D. Ill. Case No. 12-44296
      Chapter 11 Petition filed November 7, 2012

In re E & L Development
   Bankr. E.D. Mich. Case No. 12-64691
     Chapter 11 Petition filed November 7, 2012
         See http://bankrupt.com/misc/mieb12-64691.pdf
         represented by: Jayson Ruff, Esq.
                         Jeffrey S. Grasl, Esq.
                         Stephen M. Gross, Esq.
                         McDonald Hopkins PLC
                         E-mail: jruff@mcdonaldhopkins.com
                                 jgrasl@mcdonaldhopkins.com
                                 sgross@mcdonaldhopkins.com

In re John Waytuk
   Bankr. D. Nev. Case No. 12-22495
      Chapter 11 Petition filed November 7, 2012

In re Building Foundations, LLC
        aka CeCa Leasing Center
   Bankr. M.D. Pa. Case No. 12-06482
     Chapter 11 Petition filed November 7, 2012
         See http://bankrupt.com/misc/pamb12-06482.pdf
         Filed pro se

In re Dynamic Metalcrafting Corporation
   Bankr. S.D. Tex. Case No. 12-38448
     Chapter 11 Petition filed November 7, 2012
         See http://bankrupt.com/misc/txsb12-38448.pdf
         represented by:  Sterling A. Minor, Esq.
                         Minor & Bair PLLC
                         E-mail: sminor@minorbairlaw.com

In re Tracer Detection Technology Corp.
   Bankr. W.D. Tex. Case No. 12-53513
     Chapter 11 Petition filed November 7, 2012
         See http://bankrupt.com/misc/txwb12-53513.pdf
         represented by: David S. Gragg, Esq.
                         Langley & Banack, Inc.
                         E-mail: dgragg@langleybanack.com

In re King Coal Trucking, LLC
   Bankr. S.D. W.Va. Case No. 12-30601
     Chapter 11 Petition filed November 7, 2012
         See http://bankrupt.com/misc/wvsb12-30601.pdf
         represented by: Marshall C. Spradling, Esq.
                         E-mail: marshall@spradlinglaw.net

In re Ram's Die Cutting & Finishing Inc.
   Bankr. C.D. Calif. Case No. 12-35154
     Chapter 11 Petition filed November 8, 2012
         See http://bankrupt.com/misc/cacb12-35154.pdf
         represented by: David R. Chase, Esq.
                         LAW OFFICE OF DAVID CHASE
                         E-mail: dchaselaw@yahoo.com

In re Sawyers Heating and Air, Inc.
   Bankr. E.D. Calif. Case No. 12-92905
     Chapter 11 Petition filed November 8, 2012
         See http://bankrupt.com/misc/caeb12-92905.pdf
         represented by: Richard E. Dwyer, Esq.
                         LAW OFFICE OF RICHARD E. DWYER

In re Clement Brandenburg
   Bankr. S.D. Fla. Case No. 12-37026
      Chapter 11 Petition filed November 8, 2012

In re Preferred Housatonic Holdings, LLC
   Bankr. N.D. Ga. Case No. 12-78271
     Chapter 11 Petition filed November 8, 2012
         See http://bankrupt.com/misc/ganb12-78271.pdf
         represented by: Cameron M. McCord, Esq.
                         JONES & WALDEN, LLC
                         E-mail: cmccord@joneswalden.com

In re Dwaine Davis
   Bankr. S.D. Ind. Case No. 12-81304
      Chapter 11 Petition filed November 8, 2012

In re WinNET Communications, Inc.
        dba WinNET Internet
   Bankr. W.D. Ky. Case No. 12-34975
     Chapter 11 Petition filed November 8, 2012
         See http://bankrupt.com/misc/kywb12-34975.pdf
         represented by: Tyler Yeager, Esq.
                         SEILLER WATERMAN LLC
                         E-mail: yeager@derbycitylaw.com

In re Win.Net Telecommunications, Inc.
        dba WinNET Internet
   Bankr. W.D. Ky. Case No. 12-34976
     Chapter 11 Petition filed November 8, 2012
         See http://bankrupt.com/misc/kywb12-34976.pdf
         represented by: Tyler Yeager, Esq.
                         SEILLER WATERMAN LLC
                         E-mail: yeager@derbycitylaw.com

In re Carl Clark
   Bankr. N.D. Miss. Case No. 12-14817
      Chapter 11 Petition filed November 8, 2012

In re 599 Vanderbilt LLC
   Bankr. E.D.N.Y. Case No. 12-47773
     Chapter 11 Petition filed November 8, 2012
         See http://bankrupt.com/misc/nyeb12-47773.pdf
         Filed as Pro Se

In re Milad Sayegh
   Bankr. S.D.N.Y. Case No. 12-23954
      Chapter 11 Petition filed November 8, 2012

In re William England
   Bankr. W.D. Okla. Case No. 12-15503
      Chapter 11 Petition filed November 8, 2012

In re Starcraft Medical, Inc.
        dba OR-PRO Medical Industrial Laboratory, Inc.
   Bankr. D.P.R. Case No. 12-08987
     Chapter 11 Petition filed November 8, 2012
         See http://bankrupt.com/misc/prb12-08987.pdf
         represented by: Carmen D. Conde Torres, Esq.
                         C. CONDE & ASSOC.
                         E-mail: notices@condelaw.com

In re Fred Harrington
   Bankr. E.D. Tex. Case No. 12-43075
      Chapter 11 Petition filed November 8, 2012

In re Susan Roark
   Bankr. E.D. Wash. Case No. 12-04800
      Chapter 11 Petition filed November 8, 2012

In re Gretchen Walley
   Bankr. W.D. Wash. Case No. 12-21326
      Chapter 11 Petition filed November 8, 2012

In re Parkland Partners, LLC
   Bankr. W.D. Wash. Case No. 12-47624
     Chapter 11 Petition filed November 8, 2012
         See http://bankrupt.com/misc/wawb12-47624.pdf
         represented by: David C. Smith, Esq.
                         LAW OFFICES OF DAVID SMITH, PLLC
                         E-mail: ecf@davidsmithlaw.com

In re Joseph Bretz
   Bankr. C.D. Calif. Case No. 12-47572
      Chapter 11 Petition filed November 9, 2012

In re Sylvia Montoya
   Bankr. C.D. Calif. Case No. 12-47612
      Chapter 11 Petition filed November 9, 2012

In re John Mog
   Bankr. N.D. Calif. Case No. 12-33184
      Chapter 11 Petition filed November 9, 2012

In re 915 Riverside Drive, LLC
   Bankr. D. Conn. Case No. 12-52012
     Chapter 11 Petition filed November 9, 2012
         See http://bankrupt.com/misc/ctb12-52012.pdf
         represented by: James M. Nugent, Esq.
                         Harlow, Adams, and Friedman
                         E-mail: jmn@quidproquo.com

In re Marcia Hegeman
   Bankr. D. Conn. Case No. 12-52016
      Chapter 11 Petition filed November 9, 2012

In re The Batcave, LLC
   Bankr. N.D. Ill. Case No. 12-44613
     Chapter 11 Petition filed November 9, 2012
         See http://bankrupt.com/misc/ilnb12-44613.pdf
         represented by: Konstantine T. Sparagis, Esq.
                         Law Offices of Konstantine Sparagis P C
                         E-mail: gsparagi@yahoo.com

In re Andrew Aloian
   Bankr. S.D. Iowa Case No. 12-03502
      Chapter 11 Petition filed November 9, 2012

In re Kent Lindemuth
   Bankr. D. Kans. Case No. 12-23060
      Chapter 11 Petition filed November 9, 2012

In re Roy Switzer
   Bankr. E.D. Ky. Case No. 12-52860
      Chapter 11 Petition filed November 9, 2012

In re Thomas Helmkampf
   Bankr. E.D. Mo. Case No. 12-50843
      Chapter 11 Petition filed November 9, 2012

In re 276 Fulton Corp.
   Bankr. E.D.N.Y. Case No. 12-76598
     Chapter 11 Petition filed November 9, 2012
         See http://bankrupt.com/misc/nyeb12-76598.pdf
         Filed pro se

In re Unity Residential Services
   Bankr. E.D.N.C. Case No. 12-08067
     Chapter 11 Petition filed November 9, 2012
         See http://bankrupt.com/misc/nceb12-08067.pdf
         represented by: Calvin C. Craig, III, Esq.
                         E-mail: ccraiglaw@aol.com

In re Norris Child Care Consultants, Inc.
   Bankr. M.D. Pa. Case No. 12-06533
     Chapter 11 Petition filed November 9, 2012
         See http://bankrupt.com/misc/pamb12-06533.pdf
         represented by: Robert E. Chernicoff, Esq.
                         Cunningham and Chernicoff PC
                         E-mail: rec@cclawpc.com

In re Ortiz & Rodriguez Corporation
        dba Funeraria Ortiz
   Bankr. D.P.R. Case No. 12-09041
     Chapter 11 Petition filed November 9, 2012
         See http://bankrupt.com/misc/prb12-09041.pdf
         represented by: Nydia Gonzalez Ortiz, Esq.
                         Santiago & Gonzalez
                         E-mail: sgecf@yahoo.com

In re Ricardo Rivera Balaguer
   Bankr. D.P.R. Case No. 12-09037
      Chapter 11 Petition filed November 9, 2012

In re Eduardo Lerma
   Bankr. W.D. Tex. Case No. 12-32149
      Chapter 11 Petition filed November 9, 2012

In re Tuscan Salon and Spa LLC
   Bankr. W.D. Wash Case No. 12-21351
     Chapter 11 Petition filed November 9, 2012
         See http://bankrupt.com/misc/wawb12-21351.pdf
         represented by: M. Wayne Boyack, Esq.
                         E-mail: wayneb@boyacklawoffice.com
In re Hong Gardner
   Bankr. N.D. Calif. Case No. 12-49145
      Chapter 11 Petition filed November 12, 2012

In re Norman Exline
   Bankr. N.D. Calif. Case No. 12-49146
      Chapter 11 Petition filed November 12, 2012

In re Viem Mai
   Bankr. N.D. Calif. Case No. 12-49147
      Chapter 11 Petition filed November 12, 2012

In re Amy Cabilatazan
   Bankr. N.D. Calif. Case No. 12-58129
      Chapter 11 Petition filed November 12, 2012

In re Davinci Development Properties, LLC
   Bankr. D. Conn. Case No. 12-32507
     Chapter 11 Petition filed November 12, 2012
         See http://bankrupt.com/misc/ctb12-32507.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN
                         E-mail: ressmul@yahoo.com

In re David Kropff
   Bankr. M.D. Fla. Case No. 12-07343
      Chapter 11 Petition filed November 12, 2012

In re Mangal Enterprises, Inc.
        dba Green Cove Springs Shell
   Bankr. M.D. Fla. Case No. 12-07344
     Chapter 11 Petition filed November 12, 2012
         See http://bankrupt.com/misc/flmb12-07344.pdf
         represented by: Brett A. Mearkle, Esq.
                         LAW OFFICE OF BRETT A. MEARKLE
                         E-mail: bmearkle@mearklelaw.com

In re NBAve, Inc.
   Bankr. E.D.N.C. Case No. 12-08074
     Chapter 11 Petition filed November 12, 2012
         See http://bankrupt.com/misc/nceb12-08074.pdf
         represented by: Travis Sasser, Esq.
                         SASSER LAW FIRM
                         E-mail: tsasser@carybankruptcy.com

In re Barbara Gromek
   Bankr. N.D. Ohio Case No. 12-18298
      Chapter 11 Petition filed November 12, 2012

In re Joseph Gromek
   Bankr. N.D. Ohio Case No. 12-18298
      Chapter 11 Petition filed November 12, 2012

In re Texas Restaurant Development Concepts, Inc.
        dba Le Bistro
   Bankr. S.D. Tex. Case No. 12-38517
     Chapter 11 Petition filed November 12, 2012
         See http://bankrupt.com/misc/txsb12-38517.pdf
         represented by: Johnie J. Patterson, Esq.
                         WALKER & PATTERSON, P.C.
                         E-mail: jjp@walkerandpatterson.com

In re Aseem Chaudhary
   Bankr. E.D. Va. Case No. 12-16722
      Chapter 11 Petition filed November 12, 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
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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