TCR_Public/121116.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, November 16, 2012, Vol. 16, No. 319

                            Headlines

3PEA INTERNATIONAL: Reports $112,000 Net Income in Third Quarter
50 BELOW: Court Approves Sale of Retail Division to ARI for $5MM
ALLIANCE HEALTHCARE: Moody's Affirms 'B1' CFR; Outlook Negative
AMERICAN AIRLINES: Proposes Settlement With Sabre
AMERICAN AIRLINES: Court OKs Deal Related to Aircraft Transfer

AMERICAN AIRLINES: Has Until Dec. 31 to Decide on Raleigh Lease
AMERICAN AIRLINES: U.S. Bank Sues for Make-Whole Amount
AMERICAN AIRLINES: Horton Wants Lion's Share of Equity in Merger
AMF BOWLING: S&P Withdraws 'D' CCR After Chapter 11 Filing
ANTERO RESOURCES: S&P Gives 'B+' Rating on $300MM Unsecured Notes

ANTS SOFTWARE: President and CEO Kautzmann Resigns
API TECHNOLOGIES: Moody's Cuts CFR/PDR to 'Caa1'; Outlook Neg.
ARCH COAL: S&P Revises Outlook on 'B+' CCR on Borrowing Capital
AVANTAIR INC: Incurs $970,000 Net Loss in Fiscal Q1 2013
BERNARD L. MADOFF: Trustee Wins Skirmish With Kin

BIG SANDY: Bid Procedures Approved; Auction Set for Nov. 29
BIG SANDY: Can Access $1 Million Strategic Growth DIP Financing
BIG SANDY: Wants to Employ McAdams Wright as Financial Advisor
BIO-RAD: Fitch Affirms 'BB+' Rating on Senior Subordinated Notes
BIOLIFE SOLUTIONS: Incurs $352,000 Net Loss in Third Quarter

BOMBARDIER INC: Moody's Rates $1-Bil. Sr. Unsecured Notes 'Ba2'
BOMBARDIER INC: S&P Cuts CCR to 'BB' on Lower Cash Generation
BOMBARDIER INC: Fitch Rates $1BB Proposed Sr. Unsecured Notes 'BB'
BROADVIEW NETWORKS: Consummates Confirmed Prepacked Plan
CELL THERAPEUTICS: FMR LLC Discloses 12.8% Equity Stake

CENTRAL EUROPEAN: To Restate Q2 Form 10-Q, Delays Q3 Report
CENTRAL EUROPEAN: Roustam Tariko Discloses 19.5% Equity Stake
CONVERTED ORGANICS: Incurs $657,800 Net Loss in Third Quarter
DEEP DOWN: Reports $970,000 Net Income in Third Quarter
COMSTOCK MINING: Incurs $8.9 Million Net Loss in Third Quarter

COMSTOCK MINING: Longview Fund Discloses 4.9% Equity Stake
DEWEY & LEBOEUF: Dewey Committee to Sue 3 Former Top Officers
EMPIRE RESORTS: Reports $604,000 Net Income in Third Quarter
EAU TECHNOLOGIES: Incurs $547,500 Net Loss in Third Quarter
EMISPHERE TECHNOLOGIES: Incurs $4.6-Mil. Net Loss in 3rd Quarter

FNBH BANCORP: Obtains $3.8-Mil. Add'l Subscription Commitments
FREESEAS INC: To Hold Annual Shareholders' Meeting on Dec. 11
GEOKINETICS INC: David Crowley Replaces Richard Miles as CEO
GOOD SAMARITAN: Moody's Affirms 'B1' Bond Rating; Oulook Stable
GREAT LAKES: Moody's Says Sandy-Related Work is Credit Positive

HARPER BRUSH: Liquidating Confirmation on Dec. 14
HOMELAND SECURITY: Incurs $160,000 Net Loss in Third Quarter
HOSTESS BRANDS: Will Liquidate If Bakery Union Strike Not Ended
HOSTESS BRANDS: Union Leader Says Members Willing to End Strike
INDEPENDENCE TAX: Reports $1-Mil. Net Income in Sept. 30 Quarter

INDEPENDENCE TAX II: Incurs $939,000 Net Loss in Sept. 30 Qtr.
INOVA TECHNOLOGY: Files Amendment No. 5 to 375MM Shares Prospectus
KIWIBOX.COM INC: Delays Third Quarter Form 10-Q
LA JOLLA: Files Form S-8, Registers 605 Million Common Shares
LA PALOMA: Moody's Affirms B2 Rating on 1st Lien Loan Facilities

LIQUIDMETAL TECHNOLOGIES: Incurs $1.1 Million Net Loss in Q3
MCNA CABLE: S&P Withdraws 'B' CCR Over Unit Acquisition
MENDOCINO COAST: S&P Cuts SPUR on General Obligation Bonds to 'C'
METRO FUEL: Has Access to $2.5 Million Additional DIP Financing
METRO FUEL: Auction Scheduled for Dec. 12

MGM GRAND: Fitch Rates $2-Bil. Senior Secured Facility 'BB'
MOUNTAIN PROVINCE: Reports C$8.2-Mil. Net Income in 3rd Quarter
MUSCLEPHARM CORP: Incurs $6.1 Million Net Loss in Third Quarter
NEOMEDIA TECHNOLOGIES: Reports $19.5 Million Net Income in Q3
OVERSEAS SHIPHOLDING: Moody's Cuts PDR to D on Bankruptcy Filing

OVERSEAS SHIPHOLDING: S&P Cuts CCR to 'D' on Chapter 11 Filing
OVERSEAS SHIPHOLDING: Has Enough Cash to Finance Bankruptcy
PATHEON INC: Moody's Affirms 'B3' CFR/PDR; Outlook Positive
PEMCO WORLD: 3% Liquidating Plan Set for Dec. 19 Confirmation
PEREGRINE FINANCIAL: Great American to Hold Auction in December

PETTERS GROUP: Trustee Sues BMO Harris Bank for Damages
PITNEY BOWES: Moody's Cuts Preferred Shelf Rating to '(P)Ba1'
POTOMAC SUPPLY: Sold to American Industrial Partners
POWERWAVE TECHNOLOGIES: Artis Discloses 2.8% Equity Stake
PRA INTERNATIONAL: S&P Cuts CCR to 'B' on Increased Leverage

PUC SCHOOLS: S&P Gives 'BB+' Rating on 2 Revenue Bonds Series
QUEENS BALLPARK: Moody's Affirms 'Ba1' Rating; Outlook Stable
REX ENERGY: Moody's Assigns 'B2' CFR/PDR; Rates Sr. Notes 'B3'
SEALED AIR: Moody's Rates New Senior Unsecured Bonds 'B1'
SEALED AIR: S&P Gives 'BB-' Rating on Proposed $850-Mil. Notes

SHERIDAN GROUP: Reports $278,600 Net Income in Third Quarter
SL6 LLC: Chapter 11 Reorganization Case Dismissed
SMARTHEAT INC: Disagrees With NASDAQ Delisting Determination
SMART ONLINE: Incurs $1.1-Mil. Net Loss in Third Quarter
SOLAR TRUST: Creditors Challenge German Parent's $211MM Claim

SOUTH FRANKLIN CIRCLE: Combined Plan, Disclosure Hearing on Dec. 3
SOUTH FRANKLIN CIRCLE: Employs Schneider as Corporate Counsel
SOUTH FRANKLIN CIRCLE: Hiring McDonald Hopkins as Counsel
SOUTH FRANKLIN CIRCLE: Aurora's AuWerter as Restructuring Officer
SOUTHERN AIR: KCC Approved as Administrative Agent

SOUTHERN AIR: Creditors Have Until Nov. 28 to File Proofs of Claim
SOUTHWIND HOSPICE: Case Summary & 19 Largest Unsecured Creditors
SPANISH BROADCASTING: Incurs $2.42-Mil. Net Loss in 3rd Quarter
SPIRIT FINANCE: Files Form 10-Q, Incurs $49.8MM Net Loss in Q3
SPRINGLEAF FINANCE: Incurs $49.9-Mil. Net Loss in Third Quarter

SPRINT NEXTEL: Offering $2.2 Billion of 6% Notes Due 2022
STANADYNE HOLDINGS: Incurs $3.6-Mil. Net Loss in Third Quarter
STAR BUFFET: Contested Plan Confirmation Hearing Rescheduled
STEREOTAXIS INC: Incurs $1.9 Million Net Loss in Third Quarter
STRATEGIC AMERICAN: Incurs $4.6 Million Net loss in Fiscal 2012

SURE INC: Voluntary Chapter 11 Case Summary
TELIK INC: Incurs $1.9-Mil. Net Loss in Third Quarter
TELVUE CORP: Incurs $754,000 Net Loss in Third Quarter
THOMPSON CREEK: S&P Rates New $350MM Senior Secured Notes 'B'
TITAN PHARMACEUTICALS: Incurs $8-Mil. Net Loss in Third Quarter

THOMPSON CREEK: Incurs $48.2 Million Net Loss in Third Quarter
TRANS ENERGY: Provides Update on Marcellus Drilling Program
TRANSWITCH CORP: Incurs $3-Mil. Net Loss in Third Quarter
TRIBUNE CO: FCC Staff Recommend Waiver on Ownership Rules
TXU CORP: Bank Debt Trades at 31% Off in Secondary Market

UC HOLDINGS: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
UC HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
UNIGENE LABORATORIES: Q3 Form 10-Q Delayed Due to Hurricane Sandy
UNIVERSITY GENERAL: To Restate Second Quarter Financials
UTAH HOUSING: Moody's Cuts Rating on Revenue Bonds to 'Ba2'

VALENCE TECHNOLOGY: Committee Hires Brinkman Portillo as Counsel
VERENIUM CORP: Files Form 10-Q, Incurs $5.2-Mil. Net Loss in Q3
VERTIS HOLDINGS: Has Until Dec. 10 to File Schedules & SOFAs
VERTIS HOLDINGS: Taps Alvarez & Marsal to Provide CRO
VERTIS HOLDINGS: Taps Cadwalader Wickersham as Bankruptcy Counsel

VERTIS HOLDINGS: Seeks Approval of Key Employee Incentive Plan
VIRGINIA BROADBAND: Case Summary & 20 Largest Unsecured Creditors
VISION SOUTHWEST: Voluntary Chapter 11 Case Summary
VYTERIS INC: Files for Chapter 7 Protection
W25 LLC: Case Summary & 14 Unsecured Creditors

WAGSTAFF MINNESOTA: Wants to Pay Grubb & Ellis' for Negotiations
WALTER ENERGY: Moody's Affirms B1 CFR; Rates New Unsec. Notes B3
WALTER ENERGY: S&P Gives 'B' Rating on New Senior Unsecured Notes
WATCAR GROUP: Voluntary Chapter 11 Case Summary
WATSON COMPANIES: Case Summary & 20 Largest Unsecured Creditors

WAVE SYSTEMS: Incurs $6.1 Million Net Loss in Third Quarter
WELCOME PHARMACIES: Amended Plan Still Doesn't Pass Muster
WELLBORN CS: Voluntary Chapter 11 Case Summary
WESCO INT'L: Moody's Affirms 'Ba3' CFR; Outlook Remains Stable
WESTERN POZZOLAN: Case Dismissal Hearing Reset to Nov. 28

WESTINGHOUSE SOLAR: To Sell Add'l 350 Series C Preferred Shares
WINCHESTER PROPERTIES: Case Summary & 3 Unsecured Creditors
WM SIX: Analytical Consultants to Prepare Written Appraisal
WM SIX: Bankr. Administrator Unable to Form Creditors' Committee
WM SIX: Can Employ Northen Blue as Bankruptcy Counsel

WM SIX: Can Employ Wellington Advisors Until Dec. 31

* Bankruptcy Filings Drop in 2012, But Attorneys See More Ahead
* U Penn Law Prof. Skeel Argues for State Bankruptcies
* Michigan Rejects Emergency Managers for Troubled Cities
* New Ch. 11 Fee Standards May be Big Burden for Little Return

* Argentina Must Obey US Court Order to Pay $1.4BB, Judge Says
* Delaware High Court Rebukes Chancery Court Ruling on LLCs
* Manhattan Bankruptcy Court Resumed Operations Tuesday

* BOOK REVIEW: Learning Leadership




                            *********


3PEA INTERNATIONAL: Reports $112,000 Net Income in Third Quarter
----------------------------------------------------------------
3Pea International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to the Company of $112,191 on $622,368 of
revenue for the three months ended Sept. 30, 2012, compared with
net income attributable to the Company of $31,767 on $278,009 of
revenue for the same period a year ago.

The Company recorded net income of $1.66 million on $4.65 million
of revenue for the nine months ended Sept. 30, 2012, compared with
net income attributable to the Company of $103,943 on
$1.88 million of revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2012, showed
$5.76 million in total assets, $6.43 million in total liabilities,
and a $674,150 total stockholders' deficit.

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

                       http://is.gd/lRZb4D

                     About 3Pea International

Henderson, Nev.-based 3Pea International, Inc., is a transaction-
based solutions provider.  3PEA through its wholly owned
subsidiary 3PEA Technologies, Inc., focuses on delivering reliable
and secure payment solutions to help healthcare companies,
pharmaceutical companies and payers businesses succeed in an
increasingly complex marketplace.

After auditing the financial statements for year ended Dec. 31,
2011, Sarna & Company, in Thousand Oaks, California, noted that
the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going
concern.


50 BELOW: Court Approves Sale of Retail Division to ARI for $5MM
----------------------------------------------------------------
Jeff Engel at The Business Journal reports that ARI Network
Services Inc. said the U.S. Bankruptcy Court for the District of
Minnesota has approved its purchase of the retail division assets
of 50 Below Sales & Marketing Inc. for $5 million cash.

According to the report, the transaction is expected to close this
month.  50 Below's financial division will be sold to San Diego-
based Emerald Connect Inc. for $3.5 million, the report adds.

"This acquisition is consistent with our strategy to grow the
business organically and through strategic acquisitions," the
report quotes Roy Olivier, ARI president and chief executive
officer.  "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 and wheel dealers."

Darin Janecek, ARI chief financial officer, said ARI intends to
invest in the Duluth office, which will become the center of the
company's automotive and power sports operations.

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


ALLIANCE HEALTHCARE: Moody's Affirms 'B1' CFR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service affirmed Alliance Healthcare Services,
Inc.'s B1 Corporate Family and Probability of Default Ratings. At
the same time, the senior secured credit facilities and senior
notes are also affirmed at Ba3 and B3, respectively. In addition,
Moody's raised the Speculative Grade Liquidity Rating to SGL-2
from SGL-3. The outlook is negative.

Following is a summary of Moody's rating actions and LGD revised
estimates:

Alliance Healthcare Services, Inc.

Ratings upgraded:

  Speculative Grade Liquidity Ratings at SGL-2 from SGL-3

Rating affirmed:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1;

  Senior secured term loan B at Ba3 (LGD 3, 30%) from (LGD 3,
  32%);

  Revolving credit facility at Ba3 (LGD 3, 30%) from (LGD 3,
  32%);

  Senior notes at B3 (LGD 5, 85%);

Outlook negative

Ratings Rationale

Alliance's B1 Corporate Family Rating reflects the company's high
financial leverage, weak interest coverage and challenging top
line performance. High unemployment and weak client volumes have
adversely impacted both revenues and operating margins. For the
first nine months of 2012, Alliance continues to be impacted by
lower volumes and pricing pressures, primarily for their PET/CT
business. Over the next few quarters, Moody's expects continued
top-line softness due to the aforementioned macroeconomic factors
as well as the company's continuing actions to rationalize non-
profitable business.

The ratings benefit from Alliance's unique business model of
partnering with hospitals, which shields the company from the
direct effect of changes in third party reimbursement. This model
also allows the company to expand based on demand for services
rather than bearing the risk of non-hospital, physician-based de
novo development.

The negative outlook reflects the challenges over the next few
quarters as Alliance continues to experience a weak pricing
environment due to industry overcapacity and lower volumes
associated with declining physician visits.

Moody's does not believe that an upgrade is likely in the near-
term. However, the outlook could be changed to stable if the
company can demonstrate solid revenue and volume growth, while
also simultaneously deleveraging. Should Alliance generate
positive organic revenue growth, deleverage below 4 times and
sustain adjusted free cash flow to debt above 8%, the ratings
could be upgraded.

The ratings could be downgraded if continued pressure on the
imaging business cannot be offset through expansion and cost
containment initiatives. Moody's would consider a downgrade if the
company takes on a debt-financed acquisitions, if liquidity
deteriorates, or if debt to EBITDA rises above 5 times.

The principal methodology used in rating Alliance was the Global
Business & Consumer Service Industry Methodology, published in
October 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Alliance HealthCare is a national provider of outpatient
diagnostic imaging and radiation oncology services. The company
maintained 499 diagnostic imaging and radiation oncology systems,
including 271 MRI systems and 120 PET and PET/CT systems at
September 30, 2012. The company operates 130 fixed-site imaging
centers, which constitutes systems installed in hospitals or other
medical buildings on or near hospital campuses. The company also
operates 30 radiation oncology centers and stereotactic radio
surgery facilities. Revenue for the twelve months ended September
30, 2012, was approximately $478 million.


AMERICAN AIRLINES: Proposes Settlement With Sabre
-------------------------------------------------
American Airlines Inc. asked the U.S. Bankruptcy Court in
Manhattan to approve an agreement to settle litigation with Sabre
Holdings Inc.

Sabre Holdings faces two lawsuits in Texas filed by American
Airlines early last year for allegedly trying to crush competition
from its former parent.

Created by American Airlines in 1960 and spun off in 2000, Sabre
Holdings was accused of violating antitrust laws to impede the
development of its former parent's own distribution technology to
reach travel agencies and customers.

Under the deal, both sides agreed to release each other from all
claims asserted in the lawsuits.  American Airlines also agreed
to renew its current distribution contract with Sabre and will
receive cash payments.

The deal is formalized in a 15-page agreement, which can be
accessed for free at http://is.gd/U7RMaE

A court hearing 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: Court OKs Deal Related to Aircraft Transfer
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the settlement
agreement related to the restructuring of the financing or the
transfer of Embraer jets owned by AMR Corp.'s regional carrier,
American Airlines Inc.

American Airlines owns a fleet of Embraer jets funded by Brazilian
banks, Agencia Especial de Financiamento Industrial and Banco
Nacional de Desenvolvimento through mortgage financing agreements.

American Eagle Airlines Inc., another regional carrier of AMR,
previously owned the planes, which it turned over to American
Airlines in exchange for the assumption of its obligations under
the mortgage financing agreements.  A copy of the November 9
court order is available without charge at:

   http://bankrupt.com/misc/AMR_OrdEmbraerTSNov912.pdf

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Has Until Dec. 31 to Decide on Raleigh Lease
---------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan gave AMR Corp. until
December 31 to decide on whether to assume or reject a 2002 lease
agreement between American Airlines Inc. and the Raleigh Durham
Airport Authority.

The bankruptcy court also gave the company additional time to
decide on whether to assume or reject 28 contracts.  The
contracts are leases of non-residential real properties, which
American Airlines Inc. and American Eagle Airlines Inc. entered
into with airport authorities and other parties.  The contracts
are listed for free at:

       http://bankrupt.com/misc/AMR_28Contracts110912.pdf

                      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: U.S. Bank Sues for Make-Whole Amount
-------------------------------------------------------
U.S. Bank Trust National Association, as Trustee and Security
Agent under the Indenture and Aircraft Security Agreement for the
American Airlines 2009-2 Senior Secured Notes Due 2016, filed an
adversary complaint against American Airlines, Inc., seeking a
judgment which, among other things, declares that American is
obligated and required to pay the Make-Whole Amount provided in
the Indenture upon any redemption or refinancing of the Notes
prior to August 1, 2016, and that the Make-Whole Amount is a
Secured Obligation under the Indenture.

The complaint came after AMR Corp., American's parent, filed a
motion seeking authority to obtain as much as $1.5 billion in
postpetition financing.  In its motion, AMR said it has
negotiated terms of the financing and will repay $1.3 billion in
outstanding notes.  AMR wants to redeem the 13% notes, the 8.625
certificates and $445.6 million of 10.375% pass-through debt
without the payment of any make-whole amount or any other premium
or prepayment penalty.

In the complaint, U.S. Bank argued that permitting a refinancing
through a voluntary redemption without payment of a Make-Whole
Amount is inconsistent with the Indenture's plain language and
underlying logic.  Voluntary Redemptions are governed by Section
2.20 of the Indenture, which unambiguously requires payment of a
Make-Whole Amount, Michael G. Burke, Esq., at Sidley Austin LLP,
in New York, argued for U.S. Bank.

The purported automatic acceleration asserted by the Debtors is
not only waivable by the Indenture Trustee (at the direction of
the Noteholders), but is also an unenforceable ipso facto clause,
Mr. Burke further argued.  Section 2.20 of the Indenture, which
governs Voluntary Redemptions, specifically requires payment of a
Make-Whole Amount in case the Notes are voluntarily redeemed "at
any time," the definition of "Make-Whole Amount" contemplates a
process for calculating payment after an event of default occurs
and none of the Indenture provisions cited by the Debtors in the
Motion or applicable law contradict these fundamental points.

Mr. Burke told the Court that the Debtors cannot, on the one
hand, take the necessary steps to retain and operate the Aircraft
Equipment during the bankruptcy by performing under and in
accordance with the Aircraft Agreements and, on the other hand,
argue ten months later that the Notes have been automatically
accelerated.  To the extent that the Notes could be said to have
been "accelerated" for purposes of the Make-Whole Amount as of
the Petition Date, the Section 1110(a) Agreement (including
payment of regularly scheduled principal and interest payment
postpetition) and the Debtors' own actions have rendered the
Notes decelerated, Mr. Burke argued.

AMR said it is seeking court permission to borrow $1.5 billion
backed by aircraft and redeem existing debt to take advantage of
lower interest rates.

                      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: Horton Wants Lion's Share of Equity in Merger
----------------------------------------------------------------
The Wall Street Journal's Mike Spector and Anupreeta Das, citing
people close to the discussions, report that AMR Corp. Chief
Executive Tom Horton on Wednesday told creditors that a merger
with rival US Airways Group Inc. would need to result in creditors
receiving the lion's share of equity in a combined airline for a
deal to proceed.  His remarks, the report says, indicate the two
companies are moving closer to a possible agreement on a merger,
even as AMR pursues its own plan from emerging from bankruptcy
proceedings as an independent airline.

According to WSJ, Mr. Horton made the comments as part of an
update on merger discussions during a gathering of the airline's
official creditors committee, which holds sway over how the
American Airlines parent will exit bankruptcy proceedings.

The sources told WSJ that Mr. Horton made it clear that American,
the No. 3 U.S. airline by traffic, expects its creditors to
receive more than 70% of the shares of a combined airline.

A source also told WSJ that US Airways has informed creditors it
has come to a view that American creditors should receive roughly
70% of a combined company and US Airways shareholders 30%, though
serious negotiations on the exact contours of a deal haven't yet
begun, this person said.  Some American creditors believe they
should get as much as 80% of a combined airline, according to
people familiar with their views.

According to WSJ's sources, Mr. Horton also told creditors
American wants assurances from US Airways that integrating the two
carriers' unionized pilots, flight attendants and other workers
won't create unexpected labor costs.

WSJ, citing unnamed sources, relates US Airways this week met with
American's creditors at the midtown Manhattan offices of the
creditors committee's bankruptcy lawyers at Skadden, Arps, Slate,
Meagher & Flom LLP.  One of the people said US Airways discussed
the results of its due diligence on American since signing a
nondisclosure agreement more than two months ago, sharing their
views on financial benefits and costs related to a merger.

The report notes a proposal isn't imminent and might not come
until early next year, one of the people said.  A source told the
Journal the two sides still disagree on so-called transition costs
-- the expenditures on repainting planes, closing facilities,
hooking together computer systems and potentially negotiating new
labor contracts for all unionized employees as part of a merger.

WSJ relates one of the people said going forward that
representatives from American, US Airways and American's creditors
committee would meet in ensuing weeks as part of a smaller,
separate group to discuss details of integrating both companies'
workforces in lieu of negotiating such tentative labor pacts.

                      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).


AMF BOWLING: S&P Withdraws 'D' CCR After Chapter 11 Filing
----------------------------------------------------------
Standard&Poor's Ratings Services withdrew its ratings, including
its 'D' corporate credit rating, on Mechanicsville, Va.-based
bowling center operator AMF Bowling Worldwide Inc. following its
voluntary petitions for reorganization under Chapter 11 in the
U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division. "We are withdrawing our ratings because we
believe there will be a lack of adequate information to maintain
surveillance during the bankruptcy process. These rating actions
follow our October downgrade of our corporate credit rating on AMF
to 'D' from 'CCC', after from AMF's confirmation that it did not
make its interest payment on its senior secured credit
facilities," S&P said.


ANTERO RESOURCES: S&P Gives 'B+' Rating on $300MM Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Antero Resources Finance Corp.'s $300 million
senior unsecured notes due 2020. The assigned issue rating on the
notes is 'B+' (the same as the corporate credit rating). "The
recovery rating on this debt is '4', indicating our expectation of
average (30% to 50%) recovery in the event of default. The issue
and recovery ratings are based on the rating of exploration and
production company Antero Resources LLC (B+/Stable/--), which
guarantees the proposed notes on a senior unsecured basis," S&P
said.

"The company intends to use proceeds to repay a portion of the
outstanding borrowings under its senior secured revolving credit
facility and for general corporate purposes. A key assumption in
our analysis is that we expect the company's commitment on its
revolver to decline to approximately $700 million following the
close of the sale of its Piceance assets," S&P said.

"The ratings on Denver-based Antero Resources LLC (Antero) reflect
our assessment of the company's 'weak' business risk and
'aggressive' financial risk. The ratings on Antero incorporate the
company's participation in the competitive and highly cyclical oil
and gas industry, the high percentage of proved undeveloped (PUD)
reserves, significant costs associated with the company's
development of its proved reserve base, and its high concentration
of natural gas reserves. Our ratings also reflect the company's
good cash operating costs, solid reserve replacement, and Antero's
favorable hedges," S&P said.

RATINGS LIST
Antero Resources LLC
Corporate credit rating             B+/Stable/--

New Ratings
$300 mil sr unsecrd nts due 2020    B+
  Recovery rating                    4


ANTS SOFTWARE: President and CEO Kautzmann Resigns
--------------------------------------------------
Dr. Frank N. Kautzmann, III, president and chief executive officer
of Ants Software Inc. resigned from these and all other positions
held, except Chairman of the Board and Director.  Dr. Kautzmann
remains as Chairman of the Board and a director of the Company.

Dr. Kautzmann had did not have any disagreement with the Company
on any matter relating to the Company's operations, policies,
practices or any business matters.

The Board of Directors also named, and immediately elected, Mr.
Rik Sanchez, SVP, Sales and Marketing as CEO, President and
Secretary.  The Board is expected to shortly name all other
officers of Company as well as additional Board members according
to the Company's bylaws.

                        About Ants Software

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

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

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

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

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


API TECHNOLOGIES: Moody's Cuts CFR/PDR to 'Caa1'; Outlook Neg.
--------------------------------------------------------------
Moody's Investors Service has lowered the ratings of API
Technologies Corp., including the Corporate Family and Probability
of Default Ratings to Caa1 from B3. A flat backlog trend -- one
in-step with a softening U.S. defense spending environment -- with
low interest coverage and negligible free cash flow generation
since November 2011 drove the downgrades. The Speculative Grade
Liquidity rating has declined to SGL-4 from SGL-3 on low earnings
and tighter covenant test thresholds ahead. The rating outlook
remains negative.

Ratings:

  Corporate Family, to Caa1 from B3

  Probability of Default, to Caa1 from B3

  $15 million first lien revolver due 2014 to Caa1, LGD3, 49%
  from B3, LGD3, 49%

  $184 million first lien term loan due 2016 to Caa1, LGD3, 49%
  from B3, LGD3, 49%

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

Rating Outlook, Negative

Ratings Rationale

The Caa1 Corporate Family Rating considers both weakness and lack
of progress within the company's credit metrics over the past year
and likelihood that U.S. defense outlays will soften in coming
years as U.S. troops withdraw from Afghanistan by 2014. While a
broadening array of electronic parts and subassemblies will be
integral to future combat systems, procurements will be cautiously
let. Orders will likely arrive in a choppy manner, one much less
compatible with API's modest size and slim interest coverage that
limit financial flexibility. Further, Tier 2 suppliers such as API
(about half the revenue base stems from defense-related end
markets) will face greater price pressure from the Tier 1 and
prime contractors to whom they typically sell. Without a large
task order or new contract win, API's credit metrics will probably
remain challenged with high leverage and EBITDA/cash interest of
only about 1x on a Moody's adjusted basis over the six months
ended August 31, 2012. API's recent announcement that it has
received an unsolicited interest in one or more of the company's
business segments adds support. The Board of Directors is
evaluating the unsolicited interest along with a full range of
strategic alternatives; a divestiture could yield cash for debt
reduction and more viable resulting credit statistics.

The Speculative Grade Liquidity rating was lowered to SGL-4 from
SGL-3, denoting weak liquidity. API held cash of $16 million as of
August 31 and scheduled debt amortizations near-term were only
about $2.5 million. A small amount of free cash flow may be
achievable near-term. Likelihood of a rapid cash depletion to
cover operational needs, capital expenditures and scheduled
amortizations seems remote assuming continuation of effective
working capital management. Scheduled tightening of financial
ratio compliance thresholds raises the possibility of debt
maturities accelerating however and underscores the SGL-4 rating.

The rating outlook is negative in recognition of tenuous liquidity
and weak credit metrics, considerations that add default
potential.

Upward rating momentum would depend upon higher backlog,
expectation of EBITDA to interest above 1.5x, annual free cash
flow generation of $10 million or more, and sustained liquidity
profile adequacy. Downward rating pressure would mount if the
probability of default were to become more pronounced.

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

API Technologies Corp. designs, develops and manufactures
electronic components for military and aerospace applications,
including mission critical information systems and technologies.
Revenues for the nine months ended August 31, 2012 were $218
million.


ARCH COAL: S&P Revises Outlook on 'B+' CCR on Borrowing Capital
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on U.S.-
based Arch Coal Inc. to negative from stable. "At the same time,
we affirmed our ratings on the company, including the 'B+'
corporate credit rating," S&P said.

"We assigned a 'B-' rating and a '6' recovery rating to the
company's proposed $350 million senior unsecured notes due 2019.
The '6' recovery rating on the senior unsecured notes indicates
our expectation for negligible (0%-10%) recovery in the event of a
payment default. The additional $250 million of term debt is being
drawn on an existing senior secured term loan due 2018 that is
rated 'BB' with a '1' recovery rating. The '1' recovery rating on
the senior secured debt indicates our expectation for very high
(90%-100%) recovery in the event of a payment default," S&P said.

"The outlook revision reflects our view that Arch Coal's proposed
additional $600 million of borrowings will push leverage well
beyond our previous expectations of 7x, to perhaps 10x or more in
2013," said credit analyst James Fielding. "This level is clearly
indicative of a 'highly leveraged' financial profile. Still, we
believe cash proceeds from the proposed transactions -- combined
with existing cash balances and committed borrowing capacity --
provide the company with strong liquidity to withstand difficult
market conditions if the current sharp cyclical downturn persists
for another year or two."

"The negative outlook reflects higher absolute debt levels as a
consequence of the proposed financings and the potential for
leverage to be much higher than we previously expected. This could
be a notable credit risk particularly if conditions worsen because
we have another warm winter that further dampens coal demand and
prices," S&P said.


AVANTAIR INC: Incurs $970,000 Net Loss in Fiscal Q1 2013
--------------------------------------------------------
Avantair, Inc., reported a net loss of $970,000 on $42.87 million
of total revenue for the three months ended Sept. 30, 2012,
compared with a net loss of $2.18 million on $42.97 million of
total revenue for the same period during the prior year.

The Company reported a net loss attributable to common
stockholders of $8.04 million for the year ended June 30, 2012,
compared with a net loss of attributable to common stockholders of
$13.64 million for the year ended June 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $84.22
million in total assets, $122.83 million in total liabilities,
$14.82 million in series A convertible preferred stock, and a
$53.43 million total stockholders' deficit.

"On October 25th, we stood down our fleet in order to inspect all
of our aircraft and at the same time move forward with
implementing safety systems compatible with major airlines," said
Steven Santo, chief executive officer of Avantair. "I am pleased
that over the weekend we began returning our fleet to the air.  We
are adding additional aircraft daily and expect most of the fleet
to resume flying by the Thanksgiving Holiday.  As we now move on
from this challenging period for our company, our safety standards
are ahead of where all standards are likely to be in the near
future."

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

                        http://is.gd/AHFSqk

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.


BERNARD L. MADOFF: Trustee Wins Skirmish With Kin
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. won a skirmish with a Madoff family member over
constitutional law and filed papers supporting his right to bring
42 lawsuits against banks dealing with so-called feeder funds.

According to the report, U.S. District Judge Jed Rakoff wrote a
five-page opinion on Nov. 13 refusing to go along with a novel
constitutional law theory espoused by Robert Roman, a Bernard
Madoff brother-in-law.  Mr. Roman argued that Judge Rakoff, not
the bankruptcy judge, should decide whether Madoff trustee Irving
Picard has the right under the U.S. Constitution to sue for the
recovery of money stolen from customers.

The report relates that Mr. Roman based his argument on the theory
that a thief never takes title to stolen property.  Because Madoff
therefore never owned the money stolen from customers, the
Constitution doesn't permit Picard to sue, Mr. Roman contended.

Judge Rakoff, according to the report, rejected the idea that the
bankruptcy court is required to undergo substantial analysis of
constitutional law.  Judge Rakoff said the answer to Mr. Roman's
theory is "simple and straightforward."  The U.S. Bankruptcy Code
and the Securities Investor Protection Act go hand in hand, Judge
Rakoff said, in giving a trustee ability to sue for recovery of
fraudulent transfers.

Mr. Picard filed a 29-page brief on Nov. 13 to keep alive lawsuits
against financial institutions that dealt with Madoff through so-
called feeder funds.  The banks are being sued as subsequent
recipients of payments Madoff initially made to feeder funds like
Fairfield Sentry Ltd. and Kingate Global Fund Ltd.  Madoff trustee
Irving Picard says the money represents stolen property and must
be returned regardless of whether the banks knew there was fraud.
The banks contend they can't be sued unless and until Picard wins
a judgment against the feeder funds. A settlement with Fairfield
Sentry doesn't count as a judgment, they argue.  Even if there
were a judgment, the banks next argue that the lawsuits came more
than two years after the Madoff bankruptcy and thus are too late.

Mr. Picard's brief this week explains why the suits are timely so
long as they are begun within a year of winning a judgment against
the initial recipient of a fraudulent transfer.  On the question
of whether he must have a judgment against the initial recipient
before suing a subsequent recipient, Mr. Picard admits that not
all courts are in agreement.  He says, however, that a "majority
of courts" don't require a judgment first against the initial
recipients.  Mr. Picard says that the appellate courts in San
Francisco and Atlanta are on his side.  The banks seeking
dismissal include affiliates of Citibank NA, Barclays Plc, Credit
Suisse Group AG and Credit Agricole SA.  The banks can submit a
final set of papers on Nov. 30.  Judge Rakoff will hold a hearing
on Dec. 3.

                    About Bernard L. Madoff

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

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

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

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

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

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

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


BIG SANDY: Bid Procedures Approved; Auction Set for Nov. 29
-----------------------------------------------------------
The Bankruptcy Court approved the bidding procedures to govern the
sale of certain of Big Sandy Holding Company's Mile High Bank
assets to Strategic Growth Bancorp Inc., which is designated as
the stalking horse bidder.

The Court also approved the Minimum Overbid of $6.75 million, the
Stalking-Horse Bidder Fee of $1.0 million, bidding increments of
no less than $100,000 and the other bidding protections.  Under
the stalking horse agreement, Strategic Growth has agreed to
recapitalize the Mile High Bank through an equity contribution in
the amount of $90 million, subject to certain terms and
conditions.

The Stalking-Horse Bidder will be allowed a stalking horse fee of
$1 million, which is directly related to, but only partially
compensates for, unreimbursed amounts incurred by the Stalking
Horse Bidder in relation to the Contemplated Transactions.

To participate at the Auction, an Overbidder must submit its bid
in a form acceptable to BSHC (with copies to certain professionals
as explained in the Bidding Procedures) on or before November 26,
2012 at 5:00 p.m. (prevailing Mountain Time).  The Auction, if
any, will be conducted at the offices of Brownstein Hyatt Farber
Schreck LLP, 410 17th Street, Suite 2200, in Denver, Colorado, on
November 29 at 9:00 a.m. (prevailing Mountain Time).

The Sale Hearing will take place on December 6, 2012 at 9:30 a.m.
(prevailing Mountain Time) in the courtroom of the Honorable
Michael E. Romero in the United States Bankruptcy Court for the
District of Colorado, U.S. Custom House, 1929 Stout St., Denver.

David Migoya at The Denver Post reports the holders of about $44
million in unsecured debts, nearly all of it from junior
subordinated debentures sold between 2003 and 2005, are flagging
the effort to sell, worried that they'll end up with nothing for
their investments.

The report relates Wells Fargo Bank, trustee of the debentures,
warns in a filing that the $5.5 million is netting Mile High Banks
just $1.5 million -- $3 million goes to a group of financial
advisers who brokered the deal, and El Paso-based Strategic Growth
Bancorp gets its initial $1 million loan back.

According to the report, Wells Fargo also said if SGB closes the
deal, it stands to hold on to a $21 million tax refund that Mile
High Banks is to receive next year.  In a nutshell, investors are
left empty-handed while SGB "may well enjoy a windfall," Wells
wrote in an objection to the sale.

The report notes a judge must still decide whether the tax refund
goes with the bank or remains with Big Sandy, and whether the
investors have a right to collect on it.

The Denver Post also relates the auction has drawn a few browsers,
according to individuals involved with the process, but no
credible offers.  Mile High sought help from more than 70
potential investors and partners in the months before the
bankruptcy filing.

                          About Big Sandy

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.

Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.

In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dan Allen,
chairman/CEO/president.

Big Sandy has a deal to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
Mile High Banks -- Strategic Growth Bancorp Inc., subject to
higher and better offers.  Strategic is prepared to proceed with a
transaction which would recapitalize the Bank in accordance with
regulatory requirements -- by up to $90 million -- and acquire the
Bank from the Debtor for $5.5 million.


BIG SANDY: Can Access $1 Million Strategic Growth DIP Financing
---------------------------------------------------------------
The Bankruptcy Court has authorized Big Sandy Holding Company to
access the $1 million DIP financing from Strategic Growth Bancorp
Inc., as lender.

The DIP financing will be secured by first-priority senior secured
liens on all unencumbered tangible and intangible property of the
Debtor, subject only to a carve-out for fees of the Debtor's
professionals, the clerk of the Court, and the U.S. Trustee, and
(B) secured by a perfected lien upon all tangible and intangible
property of the Debtor that is subject to and junior to the Carve-
Out and certain permitted liens pursuant to 11 U.S.C. Sec.
364(c)(3).

The Debtor will use the DIP proceedings to pay fees and expenses
associated with negotiation, execution and delivery of the DIP
Credit Documents, pay fees and expenses of the Borrower's advisors
and the advisors to any Creditors' Committee, and to make any
other payments permitted to be made in the DIP Order or otherwise.

The Loan will incur interest rate at 8.50% per annum.

The Loan matures on the earlier of Dec. 31, 2012, and or any
events of default defined in the loan agreement.

                          About Big Sandy

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.

Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.

In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dan Allen,
chairman/CEO/president.

Big Sandy has a deal to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
Mile High Banks -- Strategic Growth Bancorp Inc., subject to
higher and better offers.  Strategic is prepared to proceed with a
transaction which would recapitalize the Bank in accordance with
regulatory requirements -- by up to $90 million -- and acquire the
Bank from the Debtor for $5.5 million.


BIG SANDY: Wants to Employ McAdams Wright as Financial Advisor
--------------------------------------------------------------
Big Sandy Holding Company asks the Bankruptcy Court for authority
to employ McAdams Wright Ragen, Inc., as its financial advisor,
nunc pro tunc to October 25, 2012, to:

    (a) evaluate and advise the Debtor regarding the marketing
        efforts and execution of the Bid Procedures;

    (b) evaluate and rank the value, structure and ability to
        close a proposed sale or alternative transaction; and

    (c) if requested by the Debtor, testify on the matters
        described above.

McAdams Wright's engagement will terminate at the earlier of the
conclusion of the bidding process or six months after the
Effective Date.  McAdams Wright will work in coordination with the
other advisors assisting the Debtor and the Bank, including Keefe
Bruyette & Woods, the financial advisor of the Bank.

The Debtor believes it in the best interest of the estate to
employ a financial advisor with specialized knowledge and
experience in bank restructurings who can provide separate advice
to the Debtor, as a holding company, in such matters.  The Bid
Procedures provide that interested parties shall submit bids for
the sale of substantially all of the Debtor's assets or proposals
for a restructuring of the Debtor.  The Debtor needs a financial
advisor with expertise in bank restructurings and mergers and
acquisitions to help the Debtor evaluate such proposals and
determine the highest and best bid for the estate.

Pursuant to the Engagement Letter, McAdams Wright will be paid in
advance a nonrefundable monthly cash fee of $25,000.  The first
payment will be made upon the approval of this Application by the
Court for the period from the Effective Date through the next
month anniversary of the Effective Date.

Thereafter, the Debtor will pay the Monthly Fee on every monthly
anniversary of the Effective Date during the term of McAdams
Wright's engagement.  Each Monthly Fee will be earned upon the
receipt thereof in consideration of McAdams Wright accepting this
engagement and performing services.

Additionally, if the Debtor receives competing bids and the Debtor
requests a comparative financial analysis of such competing bids,
MWR shall be paid $37,500 for such analysis.  If there are more
than two bids, McAdams Wright will receive an additional $10,000
for the comparative financial analysis for each additional bid.

Subject to approval of this Court and the terms of the Engagement
Letter, the Debtor will also reimburse McAdams Wright, up to a
maximum of $10,000, for all major (over $100 per occurrence) pre-
approved and all ongoing out-of-pocket expenses incurred by the
firm in connection with its duties.

In addition, and as a material part of the consideration for the
agreement of McAdams Wright to furnish services to the Debtor
pursuant to the terms of the Engagement Letter, McAdams Wright has
requested that certain indemnification provisions set forth in the
Engagement Letter be approved.

McAdams Wright's engagement does not include a "success fee" or
comparable bonus for successful completion of a recapitalization
transaction, as might otherwise be customary in a financial
advisory engagement.

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

                          About Big Sandy

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.

Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.

In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dan Allen,
chairman/CEO/president.

Big Sandy has a deal to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
Mile High Banks -- Strategic Growth Bancorp Inc., subject to
higher and better offers.  Strategic is prepared to proceed with a
transaction which would recapitalize the Bank in accordance with
regulatory requirements -- by up to $90 million -- and acquire the
Bank from the Debtor for $5.5 million.


BIO-RAD: Fitch Affirms 'BB+' Rating on Senior Subordinated Notes
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Bio-Rad Laboratories,
Inc., including the 'BBB-' Issuer Default Rating (IDR).  The
ratings apply to approximately $733 million of debt at Sept. 30,
2012.  The Rating Outlook is Stable.

Key Rating Drivers

  -- Bio-Rad's stable operating profile and cash flows are
     supported by a high proportion of recurring revenues;

  -- Given Bio-Rad's large exposure to the Eurozone, material
     economic headwinds there are showing prominently in the
     company's financial results;

  -- Large cash and short-term investments balances in excess of
     $850 million at Sept. 30, 2012, contribute to a strong
     liquidity profile.  A history of financial conservatism and
     limited debt maturities until 2016 afford the company
     considerable flexibility at the current 'BBB-' ratings;

  -- Although viewed as unlikely to have an outsized credit
     impact, Fitch acknowledges event risk related to M&A and
     concentrated corporate governance.

Considerations for Future Rating Actions

Maintenance of a 'BBB-' IDR will require debt-to-EBITDA maintained
between 2.0x and 2.5x over the ratings horizon.  A temporary
increase in leverage outside this range in order to fund
appropriate M&A, with a compelling plan to reduce leverage to
below 2.5x within 12-18 months, could be sustained at the 'BBB-'
ratings.  Stable EBITDA margins and cash flows are also expected
at Bio-Rad's current 'BBB-' ratings.

An upgrade of the ratings could be the result of a demonstrated
commitment to continuing to operate with leverage below 2.0x,
accompanied by moderately increasing cash flows.  Currently,
strong credit metrics are offset by weak top-line growth and
somewhat depressed cash flows due to weak economic conditions,
especially in Bio-Rad's largest market of Europe.  If
macroeconomic conditions show signs of improvement and demand for
Bio-Rad's products improves, particularly in the life sciences
segment, an upgrade could be considered.

A downgrade out of investment grade would likely result from an
exceptionally large debt-funded acquisition or shareholder-
friendly transaction without a plan to reduce leverage to below
2.5x within 12-18 months.  Although less likely, it is possible
that severe margin erosion leading to suppressed cash flows could
also contribute to the possibility of a downward rating action.

Relatively Stable Operating Profile and Cash Flows

Most of Bio-Rad's sales are recurring in nature, as the sale of
consumable products comprises approximately 70% of overall
revenues.  Much of that 70% represents sales contracted through
the placement of Bio-Rad's capital equipment with end-users.  This
ensures relatively stable sales volumes and reliable cash
generation.  Fitch expects the sale of reagents and other
consumables to grow in the mid-single digit range over the
intermediate term.  This assumption is supported by favorable
demographics in developed markets and increasing demand for and
access to more advanced forms of healthcare in emerging markets.
Potentially favorable volume impacts of healthcare reform
legislation in the U.S. is also likely to support sales in 2014.

Material Economic Headwinds, Especially in Europe

Overall sales, but especially of more expensive capital equipment,
have been pressured in 2012.  Bio-Rad's Eurozone markets have
shown especially depressed demand.  Fitch expects the same for
much of 2013.  Dynamics present in 2012, including strained
research budgets due to government expense reductions and more
cautious end-users due to a general atmosphere of macroeconomic
and fiscal uncertainty, are likely to persist well into 2013.
Given that the largest portion of Bio-Rad's sales are generated in
the Eurozone, financial results in 2012 have also been unfavorably
impacted by the weak Euro.  Fitch forecasts 2013 revenue growth in
the low-single digits with modestly improving margins, primarily
the result of continued pressure in Europe.

Strong Liquidity, Extended Debt Maturities

Bio-Rad maintains a strong liquidity profile, with cash and short-
term investments of $854 million at Sept. 30, 2012.  Liquidity is
also supported by a $200 million secured revolver due June 2014
and the expectation for free cash flow (FCF) of $120 million-$150
million in 2012 and 2013.  The company has no meaningful debt
maturities until its subordinated notes come due in 2016.  Bio-Rad
also has $425 million of unsecured notes due in 2020.  Large cash
and short-term investments balances, combined with Bio-Rad's
history of financial conservatism and an extended debt maturity
profile, afford the company considerable flexibility at the
current 'BBB-' ratings.

Event Risk Related to M&A, Corporate Governance

Bio-Rad operates in highly competitive industries where
consolidation has been widespread in recent years.  Many of the
company's largest competitors have consummated large, leveraging
acquisitions.  However, Bio-Rad's acquisition history has been
measured.  Aside from a $370 million transaction in 2007 and the
$162 million purchase of QuantaLife in 2011, acquisitions have
been comprised of smaller tuck-ins which complement Bio-Rad's
existing technologies and R&D program.

Despite being closely held by its founding family, which controls
approximately 70% of the voting power, the company has not
historically paid a dividend or engaged in share repurchases.
Fitch expects the company to continue to prioritize its use of
excess cash flow to fund targeted M&A rather than for shareholder-
friendly distributions over the ratings horizon.

Fitch has affirmed Bio-Rad's ratings as follows:

  -- IDR at 'BBB-';
  -- Senior secured bank facility rating at 'BBB-';
  -- Senior unsecured notes rating at 'BBB-'; and
  -- Senior subordinated notes rating at 'BB+'.

The Rating Outlook is Stable.

Issue Rating Notching

Fitch rates the senior secured debt and the senior unsecured debt
on par with the 'BBB-' IDR.  Senior secured debt consists solely
of the $200 million bank facility.  The bank debt collateral
consists of equity security.  The one-notch distinction from the
IDR for the senior subordinated debt class rating of 'BB+'
reflects the relatively low proportion of secured debt in the
capital structure.


BIOLIFE SOLUTIONS: Incurs $352,000 Net Loss in Third Quarter
------------------------------------------------------------
Biolife Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $352,228 on $1.68 million of total revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$478,668 on $715,518 of total revenue for the same period a year
ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.14 million on $3.61 million of total revenue, as
compared to a net loss of $1.54 million on $1.94 million of total
revenue for the same period during the prior year.

The Company reported a net loss of $1.95 million in 2011, compared
with a net loss of $1.98 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.41 million in total assets, $15.45 million in total liabilities
and a $12.03 million total shareholders' deficiency.

"We have been unable to generate sufficient income from operations
in order to meet our operating needs and have an accumulated
deficit of approximately $55 million at September 30, 2012.  This
raises substantial doubt about our ability to continue as a going
concern."

Following the 2011 results, Peterson Sullivan LLP, in Seattle,
Washington, expressed substantial doubt about BioLife Solutions'
ability to continue as a going concern.  The independent auditors
noted that the Company has been unable to generate sufficient
income from operations in order to meet its operating needs and
has an accumulated deficit of $54 million at Dec. 31, 2011.

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

                         http://is.gd/0tF66Y

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.


BOMBARDIER INC: Moody's Rates $1-Bil. Sr. Unsecured Notes 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 senior unsecured rating
to Bombardier Inc.'s $1 billion notes issue and upgraded the
company's speculative grade liquidity rating to SGL-2 from SGL-3.
Moody's affirmed Bombardier's Ba2 corporate family, Ba2
probability of default and Ba2 senior unsecured rating. The rating
outlook remains negative.

The potential that Bombardier would obtain incremental debt was
factored into Moody's decision to change Bombardier's outlook to
negative November 7, 2012. Consequently, the bond issue has no
affect on Bombardier's Ba2 CFR and the new notes are rated Ba2,
the same level as the existing notes. Moody's uses a stricter set
of assumptions when assessing a company's liquidity position, and
the positive impact of the transaction on the company's cash
balance is reflected in the decision to restore the company's
speculative grade liquidity rating to SGL-2, indicating good
liquidity.

Ratings Rationale

Bombardier's Ba2 rating its driven by its significant scale and
diversity, strong global market positions, natural barriers to
entry and sizeable backlog levels in both its Aerospace and
Transportation business segments. Moody's expects Bombardier will
realize modest earnings growth and about $750 million in
consolidated free cash flow consumption in 2013 due to lingering
economic weakness affecting its Aerospace division, spending
associated with the company's sizeable aerospace programs, ongoing
margin pressure from recent problem contracts in its
Transportation segment and a continuing weak level of cash
advances from customers. Consequently, the company's adjusted
leverage is likely to remain very high (currently 6.9x pro-forma
the debt issue) over the 12 to 18 month ratings horizon. Execution
risks related to the development of its new CSeries commercial
aircraft are also incorporated in the rating and these risks have
increased with the six month delay in the aircraft's first flight
to June 2013.

Bombardier's SGL-2 liquidity rating incorporates pro-forma
consolidated cash balance of $3.1 billion, $1.4 billion (USD
equivalent) in unused revolvers and a near-absence of current debt
maturities. Moody's expects Bombardier will maintain minimum
consolidated cash balance of $2 billion and that headroom to bank
financial covenants will remain good through 2013.

The outlook is negative because Bombardier has consumed more cash
than Moody's expected in the past couple of years. A continuation
of this trend would lead to a downgrade given that Bombardier's
leverage is very high for the rating.

Bombardier's rating could be downgraded if the CSeries is further
delayed or if Bombardier's leverage is not expected to reduce
below 6x through the ensuing 12-18 months with ongoing expected
improvement beyond that timeframe. A deterioration in the
company's liquidity would also likely cause a downward rating
action.

An upgrade would require evidence of a sustained cyclical upturn
in Aerospace, resolution of recent operational challenges in
Transportation, the successful entry into service of the CSeries,
with a growing order book and leverage sustained below 3.5x. As
well, the company would need to sustain at least good liquidity
for a ratings upgrade.

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

Headquartered in Montreal, Quebec, Canada, Bombardier is a
globally diversified manufacturer of business and commercial jets
as well as rail transportation equipment. Annual revenues total
roughly $17 billion.


BOMBARDIER INC: S&P Cuts CCR to 'BB' on Lower Cash Generation
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
rating on Bombardier Inc. to 'BB' from 'BB+'. The outlook is
stable.

"The downgrade reflects what we view as the company's
significantly lower-than-expected cash generation in 2012 due to
fewer customer advances and weaker operating profit given the
global economy," said Standard & Poor's credit analyst Jatinder
Mall. "This, combined with ongoing heavy capex on the C-Series
programs, which are facing a six-month delay, will mean that
Bombardier's leverage ratio will remain high, over 6x, until
2014," Mr. Mall added.

Standard & Poor's also assigned its 'BB' issue rating, and '4'
recovery rating, to the company's proposed US$1 billion of
unsecured notes. The '4' recovery rating reflects average (30%-
50%) recovery in a default scenario.

"The ratings on Bombardier reflect what we view as the company's
satisfactory business risk profile and aggressive financial risk
profile. Our ratings take into consideration the company's leading
market positions in the transportation and business aircraft
segments, its good cost efficiency, and increasing product range
and diversity. These positive factors are partially offset, in our
opinion, by the financing pressure Bombardier's customers face
in the aerospace and transportation divisions, significant
execution risk in the launch of its upcoming CSeries jet,
increasing leverage, and weakening cushion under the financial
covenants," S&P said.

Bombardier is engaged in the manufacture of transport solutions
worldwide. It operates in two distinct industries: aerospace and
rail transportation. It has 69 production and engineering sites in
23 countries, and a worldwide network of service centers.

"The stable outlook reflects our expectations that the company
will have sufficient liquidity between the proceeds from bond
issuance and positive cash generation from it rail segment to fund
heavy capex related to the CSeries programs. While the company
will likely generate strong cash flows from operations in the next
two years, the heavy capex related to the CSeries will mean debt
levels will remain flat. We do expect leverage to improve but to
remain above 6x until 2014," S&P said.

"A further downgrade is possible, if lower customer advances and
additional delays in the CSeries programs lead to greater-than-
expected negative free cash generation. This could ultimately lead
to delays in any improvement to the adjusted leverage ratio from
our current expectations in the next year-and-a-half," S&P said.

"Under the current business conditions, we believe an upgrade is
unlikely in the near term. Nevertheless, when what we view as more
normal and stable market conditions return and the company
successfully launches the CSeries, we could consider revising the
outlook to positive or raising the rating on Bombardier if in turn
the company improves its financial measures, with adjusted debt to
EBITDA falling below 4x or adjusted funds from operations to debt
reaching 20%," S&P said.


BOMBARDIER INC: Fitch Rates $1BB Proposed Sr. Unsecured Notes 'BB'
------------------------------------------------------------------
Fitch Ratings assigns a rating of 'BB' to Bombardier Inc.'s (BBD)
proposed issuance of approximately $1 billion of senior unsecured
notes which are being offered under Rule 144A.  The fixed rate
notes will mature in 2020 and 2023.  Proceeds will be used for
general corporate purposes and will support BBD's liquidity during
a period of high development spending on new aircraft programs
including the CSeries.  The Rating Outlook is Stable.

BBD's ratings incorporate the company's operating performance and
negative free cash flow (FCF) that have been weaker than
anticipated due to a slow recovery in Bombardier Aerospace's (BA)
regional aircraft and light business jet markets and execution
challenges at Bombardier Transportation (BT).  The biggest driver
of negative FCF is high capital spending for development programs
at BA, which will continue through 2013 before starting to
decline.  Fitch anticipates consolidated FCF could potentially be
negative into 2013 as capital spending at BA more than offsets FCF
at BT, which could return to a positive level on an annual basis
in 2013.

Fitch estimates pro forma debt/EBITDA, including the new debt,
would be approximately 5.3 times (x) at Sept. 30, 2012 compared to
4.5x as reported and 3.3x at the end of 2011.  The increase in
leverage also reflects $500 million of new debt issued in the
first quarter and weaker earnings during 2012.  Credit metrics may
not improve significantly until the regional aircraft and business
jet markets recover and BA gets beyond its peak program
expenditures.

Large capital expenditures are centered on the CSeries, but Fitch
does not consider the negative impact on FCF at this point in the
development cycle to be unusual.  Last week, BBD announced a six-
month delay to the scheduled first flight of the CS100 which now
is scheduled to occur by the end of June 2013, with entry into
service one year later.  Entry into service by the end of 2014 for
the CS300 is unaffected.  The change does not increase project
costs, but BBD may incur some penalties, and the delay slightly
extends the negative cash cycle.

At BA, negative FCF includes the impact of a low level of customer
advances.  Although BA's backlog is at a solid level, many of the
orders are for CSeries aircraft or fleet business jets which will
be delivered over several years.  Capital expenditures at BA
totaled $1.3 billion in calendar 2011 and could be near $2 billion
in 2012 and 2013.  BA cut regional jet (RJ) production in early
2012 due to low industry demand.  Demand for regional aircraft
reflects a lack of confidence at major airlines about supporting
regional air service, concerns about turmoil in Europe, high fuel
prices, and airline industry capacity.  Demand for large business
jets, where BA has its largest presence, is stronger than the
light jet market but remains well below peak levels.

At BT, increasing complexity on many projects has contributed to
delays in project completion, slower collections, higher
inventory, lower margins and negative FCF.  Cash flow has begun to
improve and should be positive in the fourth quarter of 2012.
These challenges are being gradually addressed but remain a risk.
BT announced it would recognize a restructuring charge of up to
$150 million in the fourth quarter of 2012 directed toward cutting
costs through layoffs and a plant closure.  A large portion of the
charge represents cash costs that are expected to occur over 12-18
months. Government spending on rail transportation is under some
pressure, but BT's order and backlog remain at solid levels.

BT operates in more stable markets than BA. While not currently
anticipated, BT's profile could weaken if funding becomes more
difficult for government customers, or if rail equipment providers
such as BT are required to participate in risk-sharing agreements.

Rating concerns include the slow recovery in demand for regional
aircraft, execution risks at BT, contingent liabilities related to
aircraft sales and financing, foreign currency risk, and large
pension liabilities.  BA's contingent liabilities have been
generally stable or slightly lower, except trade-in commitments
for used aircraft.  These commitments have increased due to the
growth in orders for larger business jets.  Pension contributions
represent a material use of cash.  BBD contributed $373 million to
its plans in 2011, not including defined contribution plans, and
expects to contribute $394 million in 2012.  Net pension
obligations totaled $2.8 billion at the end of 2011, including
$569 million of unfunded plans.

Rating concerns are mitigated by BBD's diversification and strong
market positions in the aerospace and transportation businesses
and BA's portfolio of commercial aircraft and large business jets,
which the company has continued to refresh and should position it
to remain competitive when the market recovers.

BA's largest and most important development program is the
Cseries, which targets the 100-149 seat segment.  BA's ability to
recoup its investment and establish a competitive position in the
segment will require effective execution, performance of new
technologies, and sufficient orders.  There are currently 138 firm
orders for the CSeries; this is well below BBD's target of 300
orders and 30 customers by the time the CSeries enters service.
The level of new orders during the next 12-18 months will be
important for the success of the aircraft and BBD's ability to
develop a viable market for the aircraft.  Other development
programs include the Learjet 85 and Global 7000 and 8000 aircraft
scheduled for entry into service in 2013 and 2016-2017,
respectively.

At Sept. 30, 2012, BBD's liquidity included approximately $2.1
billion of cash and availability under a three-year $750 million
bank revolver that matures in 2015.  In addition, BT has a EUR500
million revolver that also matures in 2015.  Both facilities have
been unused.  BA and BT also have LC facilities.  In addition to
the two committed facilities, BBD uses other facilities including
a performance security guarantee (PSG) facility that is renewed
annually as well as bilateral agreements and bilateral facilities
with insurance companies. BA uses committed sale and leaseback
facilities ($215 million outstanding at Sept. 30, 2012) to help
finance its trade-in inventory of used business aircraft.  In
addition, BT uses off-balance-sheet, non-recourse factoring
facilities in Europe under which $1,049 million was outstanding.

The bank facilities contain various leverage and liquidity
requirements for both BA and BT which remained in compliance at
Sept. 30, 2012.  Minimum required liquidity at the end of each
quarter is $500 million at BA and EUR600 million at BT.  BBD does
not disclose required levels for other covenants.  On Nov. 9,
2012, BBD amended the $1,350 million facility, including the $750
million revolver and a $600 million LC facility, to provide
greater near-term flexibility under the leverage covenant.  The
amendment mitigates potential concerns about covenant compliance
if BBD's results or liquidity weaken further.

Liquidity is offset by current debt maturities that totaled $46
million at Sept. 30, 2012. Annual maturities are limited to less
than $200 million until November 2016 when EUR785 million of 7.25%
notes come due. In addition to debt maturities, BBD had $520
million of other current financial liabilities including
refundable government advances, sale and leaseback obligations,
lease subsidies and other items.

What Could Trigger A Rating Action

Positive: A positive rating action is unlikely until FCF
stabilizes, but future developments that may, individually or
collectively, lead to higher ratings include:

  -- Orders and deliveries improve at BA;
  -- The CSeries program is executed successfully;
  -- BT resolves its operating challenges as expected;
  -- FCF improves materially as development spending for aerospace
     programs begins to wind down.

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

  -- The CSeries encounters material delays or increased costs;
  -- Commercial and business jet markets experience an extended
     period of weak demand;
  -- FCF fails to improve at BT.

Fitch currently rates BBD as follows:

Bombardier, Inc.

  -- IDR 'BB';
  -- Senior unsecured revolving credit facility 'BB';
  -- Senior unsecured debt 'BB';
  -- Preferred stock 'B+'.

The ratings affect approximately $5.6 billion of debt at Sept. 30,
2012 including sale and leaseback obligations.  The amount is
before adjustments for $347 million of preferred stock, which
Fitch gives 50% equity interest, and the exclusion of adjustments
for interest swaps reported in long-term debt as the adjustments
are expected to be reversed over time.


BROADVIEW NETWORKS: Consummates Confirmed Prepacked Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Broadview Networks Holdings Inc. implemented the
prepackaged Chapter 11 reorganization plan that the U.S.
Bankruptcy Court in Manhattan approved with an Oct. 3 confirmation
order.

According to the report, Broadview needed only six weeks from the
filing of the petition until the confirmation order was signed,
because creditors and preferred shareholders voted for the plan
before the Aug. 22 Chapter 11 filing.

The report relates that holders of $300 million in 11.375% first-
lien senior notes took home $150 million in new five-year 10.5
percent secured notes and 97.5% of the new common stock.
Preferred shareholders, the only other class voting on the plan,
were given warrants.  The 2.5% of the stock not going to senior
noteholders is earmarked for management.

The secured notes traded at 8:49 a.m. on Nov. 14 for 70.5 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.  The bonds traded
just before bankruptcy for 66.25 cents.

                       About Broadview Networks

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

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

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

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

                           *     *      *

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


CELL THERAPEUTICS: FMR LLC Discloses 12.8% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Nov. 9, 2012, FMR LLC and Edward C. Johnson 3d
disclosed that they beneficially own 8,034,958 shares of common
stock of Cell Therapeutics, Inc., representing 12.843% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/R51wGY

                      About Cell Therapeutics

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

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

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

                    Going Concern Doubt Raised

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

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

                        Bankruptcy Warning

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


CENTRAL EUROPEAN: To Restate Q2 Form 10-Q, Delays Q3 Report
-----------------------------------------------------------
Central European Distribution Corporation expects to restate its
financial results for the three and six months ended June 30,
2012.  CEDC will restate these financial statements to correct an
excess provision previously recorded to account for promotional
compensation granted to one customer in a division of its main
operating subsidiary in Russia, the Russian Alcohol Group.  The
excess provision resulted in an inadvertent understatement of the
Company's accounts receivable.

CEDC estimates that the aggregate effect of the adjustments
identified to date will result in an increase in accounts
receivable as at June 30, 2012, and a decrease in selling, general
and administrative expenses for the three and six months ended
June 30, 2012, of approximately $6 million, resulting in an
increase in net income for the three and six months ended June 30,
2012, of approximately $6 million, which amounts are subject to
change as CEDC continues its review of the accounting matters
discussed herein.  These amounts reflect the fact that certain
accounts receivable related to promotional compensation granted to
customers of RAG that had been provisioned as doubtful accounts
were ultimately recovered in the period and therefore the
associated provisions are to be reversed.  The adjustments are not
expected to have any impact on previously reported net cash
provided by operating activities reported in the cash flow
statements during the period.

Following an internal investigation led by the Audit Committee of
CEDC's board of directors regarding CEDC's retroactive trade
rebates, trade marketing expenses and related accounting issues,
including the promotional compensation granted to customers of
RAG, CEDC filed an amended annual report on Form 10-K/A for the
year ended Dec. 31, 2011, and amended quarterly reports on Form
10-Q/A for the three and nine months ending Sept. 30, 2011, and
the three months ending March 31, 2012, with the United States
Securities and Exchange Commission.  In addition, CEDC filed a
Form 10-Q for the three and six months ending June 30, 2012, that
included restated financial statements as of and for the three and
six months ending June 30, 2011. The adjustments to CEDC's
unaudited condensed consolidated financial statements for the
three and six months ended June 30, 2012, represent a partial
reversal of the selling, general and administrative expenses, and
associated adjustments to the accounts receivable, reported in
these restated financial statements.

Certain members of the board of directors and senior management of
CEDC have discussed these matters with Ernst & Young Audit Sp.
z.o.o., CEDC's current auditor.  CEDC is currently targeting a
date of Nov. 19, 2012, for filing an amended quarterly report on
Form 10-Q for the three and six months ended June 30, 2012, with
the SEC to reflect the restated financial statements.  There can
be no assurance, however, that this filing will be made within the
anticipated period.

While CEDC has begun restructuring its corporate finance and
reporting department in Poland and Russia to implement more
effective internal controls over financial reporting, management's
evaluation of its internal control over financial reporting has
disclosed material weaknesses still exist as noted in Management's
Annual Report on and Changes in Internal Control over Financial
Reporting located in Item 9A, Controls and Procedures, of CEDC's
Form 10-K/A for the year ended Dec. 31, 2011, filed with the SEC
on Oct. 5, 2012.  CEDC is in the process of implementing the
remediation steps listed in that Item 9A.

The Company will not be able to file its quarterly report on Form
10-Q for the quarter ended Sept. 30, 2012, until the process of
restating its financial statements for the three and six months
ended June 30, 2012, is complete, as the result of the restatement
could affect its financial statements for the three and nine month
periods ended Sept. 30, 2012.

                            About CEDC

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

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

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

                             Liquidity

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

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

                           *     *     *

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

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

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

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


CENTRAL EUROPEAN: Roustam Tariko Discloses 19.5% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Roust Trading Ltd. and Roustam Tariko
disclosed that, as of Nov. 13, 2012, they beneficially own
15,920,411 shares of common stock Central European Distribution
Corporation representing 19.5% of the shares outstanding.
Mr. Tariko previously reported beneficial ownership of
19.4% equity stake as of Sept. 13, 2012.  A copy of the amended
filing is available at http://is.gd/PLlDcl

                            About CEDC

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

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

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

                             Liquidity

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

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

                           *     *     *

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

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

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

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


CONVERTED ORGANICS: Incurs $657,800 Net Loss in Third Quarter
-------------------------------------------------------------
Converted Organics Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $657,898 on $385,980 of revenue for the three months
ended Sept. 30, 2012, compared with a net loss of $5.99 million on
$579,831 of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company recorded net
income of $634,460 on $1.39 million of revenue, as compared to a
net loss of $8.39 million on $2.49 million of revenue for the same
period a year ago.

Converted Organics reported a net loss of $17.98 million in 2011,
compared with a net loss of $47.81 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$4.48 million in total assets, $4.15 million in total liabilities
and $329,663 in total stockholders' equity.

After auditing the 2011 results, Moody, Famiglietti & Andronico,
LLP, noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.

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

                        http://is.gd/NJclqj

                     About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.


DEEP DOWN: Reports $970,000 Net Income in Third Quarter
-------------------------------------------------------
Deep Down, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $970,000 on $9.39 million of revenue for the three months ended
Sept. 30, 2012, compared with net income of $606,000 on $8.56
million of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $1.31 million on $22.16 million of revenue, as compared
to a net loss of $1.19 million on $21.94 million of revenue for
the same period a year ago.

The Company reported net income of $2.13 million in 2011, compared
with a net loss of $17.41 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $33.64
million in total assets, $7.12 million in total liabilities and
$26.52 million in total stockholders' equity.

At Sept. 30, 2012, the Company had working capital of $4.5
million, including cash and cash equivalents of $2.2 million.  The
Company believes its current cash balance, in addition to cash it
expects to generate from operations, will ensure that the Company
has adequate liquidity to meet its future operating requirements.

Ronald E. Smith, chief executive officer stated, "This was the
Company's strongest third quarter performance since 2008.  We are
very satisfied with what our subsea solutions business was able to
achieve in the third quarter of 2012.  We added approximately $4.6
million to backlog bringing total current backlog to approximately
$16.3 million.

On August 27, 2012, we announced that we had consolidated the
operations of our ROV and topside equipment rental business as
part of our ongoing cost containment program.  All of the assets
and operations previously located in Morgan City, Louisiana are
now operating out of our Channelview, Texas facility.  We were
able to reduce our total workforce by 10% and expect to recognize
additional cost savings during the remainder of 2012 and beyond.
Additionally, our customers will benefit from increased visibility
of these services and synergies in our operations."

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

                        http://is.gd/15nrMn

                          About Deep Down

Houston, Tex.-based Deep Down -- http://www.deepdowncorp.com/--
is an oilfield services company specializing in complex deepwater
and ultra-deepwater oil production distribution system support
services, serving the worldwide offshore exploration and
production industry.


COMSTOCK MINING: Incurs $8.9 Million Net Loss in Third Quarter
--------------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $8.99 million on $182,792 of hospitality revenue for the three
months ended Sept. 30, 2012, compared with a net loss of
$1.97 million on $179,071 of hospitality revenue for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $25.30 million on $477,037 of hospitality revenue, as
compared to a net loss of $9.10 million on $299,246 of hospitality
revenue for the same period a year ago.

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

The Company's balance sheet at Sept. 30, 2012, showed
$42.15 million in total assets, $29.95 million in total
liabilities and $12.19 million in total stockholders' equity.

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

                        http://is.gd/GuWEOb

                       About Comstock Mining

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


COMSTOCK MINING: Longview Fund Discloses 4.9% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on Nov. 13, 2012, Longview Fund L.P. disclosed
that it beneficially owns 3,153 shares of A-2 Convertible
Preferred Stock representing 4,843,327 shares of common stock on
an as converted basis and an additional 342,651 shares of common
stock, which represents 4.979% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/AwqfDU

                       About Comstock Mining

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

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

The Company's balance sheet at Sept. 30, 2012, showed $42.15
million in total assets, $29.95 million in total liabilities and
$12.19 million in total stockholders' equity.


DEWEY & LEBOEUF: Dewey Committee to Sue 3 Former Top Officers
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dewey & LeBoeuf LLP will allow the official
creditors' committee to sue the defunct law firm's three former
top officers.  The lawsuit will seek to recover from the firm's
$50 million in officers' and directors' insurance.

According to the report, the committee laid out a case for
mismanagement in papers filed this week in U.S. Bankruptcy Court
in New York.  There will be a Nov. 29 hearing for the bankruptcy
judge to grant formal authority allowing the committee to sue.
The committee explained that the firm can't sue because the
insurance policies prevent Dewey from recovering on its own
policy.

The report relates that the committee described the elements of
mismanagement as including over-distribution of cash, income
guarantees given to 30% of partners, and concealment of Dewey's
financial condition.

According to the report, the firm leaders targeted by the
committee are Steven Davis, the former chairman; Stephen
DiCarmine, the former executive director; and Joel Sanders, the
ex-chief financial officer.  The committee says they received
$7 million of income in the year before bankruptcy.

                      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.


EMPIRE RESORTS: Reports $604,000 Net Income in Third Quarter
------------------------------------------------------------
Empire Resorts, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $604,000 on $19.72 million of net revenues for the three months
ended Sept. 30, 2012, compared with net income of $867,000 on
$20.06 million of net revenues for the same period during the
prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $1.11 million on $55.86 million of net revenues, as
compared to net income of $958,000 on $53.53 million of net
revenues for the same period a year ago.

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

The Company's balance sheet at Sept. 30, 2012, showed
$51.98 million in total assets, $25.48 million in total
liabilities, and $26.49 million in total stockholders' equity.

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

                         http://is.gd/tfak4t

                        About Empire Resorts

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


EAU TECHNOLOGIES: Incurs $547,500 Net Loss in Third Quarter
-----------------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $547,596 on $63,925 of total revenues for the three
months ended Sept. 30, 2012, compared with a net loss of $491,151
on $556,224 of total revenues for the same period during the prior
year.

The Company reported a net loss of $1.66 million on $258,856 of
total revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $2.25 million on $1.25 million of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$2.18 million in total assets, $7.82 million in total liabilities
and a $5.63 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the period ended Dec. 31, 2011, HJ & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficit as well as a deficit in stockholders' equity.

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

                        http://is.gd/qt5lH9

                      About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.


EMISPHERE TECHNOLOGIES: Incurs $4.6-Mil. Net Loss in 3rd Quarter
----------------------------------------------------------------
Emisphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $4.58 million on $0 of net sales for the three months
ended Sept. 30, 2012, compared to a net loss of $17.60 million on
$0 of net sales for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $2.55 million on $0 of net sales, as compared to a net
loss of $4.76 million on $0 of net sales for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$1.29 million in total assets, $68.14 million in total liabilities
and a $66.85 million total stockholders' deficit.

McGladrey and Pullen, LLP, in New York City, expressed substantial
doubt about Emisphere's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and its total
liabilities exceed its total assets.

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

                        http://is.gd/2KQwFT

                          About Emisphere

Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.  These molecules are currently available
or are under development.


FNBH BANCORP: Obtains $3.8-Mil. Add'l Subscription Commitments
--------------------------------------------------------------
FNBH Bancorp, Inc., previously disclosed it had entered into a
series of subscription agreements with accredited investors
pursuant to which the Company agreed to sell, subject to the
satisfaction of certain conditions, certain securities.  The sale
was expected to result in aggregate gross proceeds to the Company
of approximately $12 million.

On Nov. 6, 2012, the Company entered into additional subscription
agreements with various accredited investors, pursuant to which
the Company has agreed to sell, subject to the satisfaction of
certain conditions, an aggregate of approximately 2,557 units, for
a purchase price of $1,500 per Unit, with each Unit consisting of
715 shares of the Company's common stock and $1,000 principal
amount of 10% subordinated debentures to be issued by the Company.
The per Unit price reflects a price of $0.70 per share of Common
Stock.  The aggregate purchase price of the Units subject to the
New Subscription Agreements is approximately $3.8 million.

The Company has instructed each subscriber to pay their
subscription funds into an escrow account maintained by an
unaffiliated financial institution.  Subscription funds will be
held in that escrow account until the closing of the sale of the
Units.

In connection with the Private Placement, the Company engaged a
broker-dealer, which is a member of the Financial Industry
Regulatory Authority, to act as placement agent.  The Agent is
entitled to receive a commission equal to a percentage of the
proceeds to the Company from securities issued in the Private
Placement to investors solicited by the Agent.  The percentage
commission is 6% with respect to certain investors and 3% with
respect to other investors.  The commissions payable to the Agent
are subject in all respects to the terms and conditions of the
arrangement between the Company and the Agent.

The Company intends to contribute substantially all of the
proceeds to First National Bank in Howell, the Company's wholly-
owned bank subsidiary, in order to improve the Bank's capital
levels.

A complete copy of the Form 8-K is available for free at:

                        http://is.gd/v84zLv

                         About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

The Company's balance sheet at June 30, 2012, showed
$291.56 million in total assets, $284.92 million in total
liabilities, and $6.63 million in total shareholders' equity.

Following the 2011 results, BDO USA, LLP, in Grand Rapids,
Michigan, expressed substantial doubt about FNBH Bancorp's ability
to continue as a going concern.  The independent auditors noted
that Corporation's subsidiary bank is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action with its primary regulator, the Office of the Comptroller
of the Currency.  "The consent order requires management to take a
number of actions, including, among other things, increasing and
maintaining its capital levels at amounts in excess of the Bank's
current capital levels.  The Bank has not yet met the higher
capital requirements and is therefore not in compliance with the
consent order."


FREESEAS INC: To Hold Annual Shareholders' Meeting on Dec. 11
-------------------------------------------------------------
The 2012 annual meeting of shareholders of FreeSeas Inc. will be
held on Tuesday, Dec. 11, 2012, at One Biscayne Tower, 2 South
Biscayne Blvd., 21st Floor, Miami, FL 33131, at 17:00 Greek
time/10:00 am Eastern Standard Time.  The purposes of the Annual
Meeting are:

   1. To elect one director of the Company to serve until the 2015
      Annual Meeting of Shareholders;

   2. To consider and vote upon a proposal to amend the Company's
      Amended and Restated Articles of Incorporation to effect a
      reverse stock split of the Company's issued and outstanding
      common stock at a ratio of up to one share for every 12
      shares outstanding, with the exact ratio within that range
      to be determined by the Company's Board of Directors, in its
      discretion; and

   3. To consider and vote upon a proposal to ratify the
      appointment of Sherb & Co., LLP, as the Company's
      independent registered public accounting firm for the fiscal
      year ending Dec. 31, 2012.

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet currently consists of six Handysize vessels
and one Handymax vessel that carry a variety of drybulk
commodities, including iron ore, grain and coal, which are
referred to as "major bulks," as well as bauxite, phosphate,
fertilizers, steel products, cement, sugar and rice, or "minor
bulks."  As of Oct. 12, 2012, the aggregate dwt of the Company's r
operational fleet is approximately 197,200 dwt and the average age
of its fleet is 15 years.

As reported in the TCR on July 18, 2012, Ernst & Young (Hellas)
Certified Auditors Accountants S.A., in Athens, Greece, expressed
substantial doubt about FreeSeas'  ability to continue as a going
concern, following its audit of the Company's financial statements
for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company has incurred recurring operating
losses and has a working capital deficiency.  "In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


GEOKINETICS INC: David Crowley Replaces Richard Miles as CEO
------------------------------------------------------------
Geokinetics Inc. announced that Richard F. Miles has retired from
his position as Chief Executive Officer of the Company and as a
member of its board of directors, effective as of the close of
business Nov. 8, 2012, after five years at its helm.  David J.
Crowley, currently President and Chief Operating Officer of the
Company, has been appointed to serve as the Company's President
and Chief Executive Officer and to the board of directors of the
Company.

William R. Ziegler, Chairman of the board of directors, stated,
"Dick Miles has enjoyed an illustrious 46-year career in the
seismic industry. He has also provided vision and leadership at
key junctures in our company's history.  On behalf of the board,
the management and our employees across the globe, I would like to
thank Dick for his perseverance in challenging circumstances and
wish him a healthy and happy retirement."

Mr. Miles commented, "The past five years at Geokinetics have been
extremely challenging, as we have merged the PGS onshore group and
are in the process of clearing up legacy issues and implementing
necessary company-wide infrastructure throughout our global
operations.  Although the Company faces liquidity issues,
operationally, Geokinetics is well positioned today to take
advantage of the current market climate, and with David's strong
leadership skills the Company is in good hands to capitalize on
those opportunities."

Mr. Crowley added, "I would also like to acknowledge Dick Miles
for his mentoring, his Anglo-American sense of humor and his
passion for the people in the seismic business, particularly the
people in Geokinetics.  I'm looking forward to a bright future
with the team at Geokinetics.  The energy and talent here is
second to none."

In connection with his appointment, Mr. Crowley's annual base
salary was increased from $400,000 to $525,000.

A full-text copy of the Form 8-K disclosure is available at:

                        http://is.gd/LopEm4

                         About Geokinetics

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

The Company's balance sheet at June 30, 2012, showed
$410.85 million in total assets, $580.10 million in total
liabilities, $88.19 million of Series B-1 Senior Convertible
Preferred Stock, and a stockholders' deficit of $257.44 million.

                           *     *     *

In the Oct. 5, 2011, edition of the TCR, Moody's Investors Service
downgraded Geokinetics Holdings, Inc.'s (Geokinetics) Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to
Caa2 from B3.

"The downgrade to Caa2 is driven by Geokinetics' lower than
expected margins in its international markets, constrained
liquidity and weak leverage metrics," commented Andrew Brooks,
Moody's Vice-President.  "The negative outlook highlights the
company's continuing tight liquidity and weak financial metrics
even in an improved oil and gas operating environment."

As reported by the TCR on Oct. 3, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings
on Geokinetics Holdings Inc. (Geokinetics) to 'CCC+' from 'B-'.
The rating action reflects uncertainty surrounding the costs,
damage to reputation, and effect on operations following a
liftboat accident in the Southern Gulf of Mexico that led to four
fatalities, including two Geokinetics employees and two
subcontractors.


GOOD SAMARITAN: Moody's Affirms 'B1' Bond Rating; Oulook Stable
---------------------------------------------------------------
Moody's Investors Service affirms Good Samaritan Hospital's (GSH)
B1 bond rating, affecting $60.9 million of Series 1991 fixed rate
bonds outstanding issued through the California Health Facilities
Financing Authority. The outlook is revised to stable from
positive.

Summary Rating Rationale:

The rating affirmation reflects: 1) GSH's stronger balance sheet
with continued de-leveraging and growth in unrestricted liquidity
due to material investment gains and to sizable proceeds from the
state provider fee program; and 2) the expectation that the
continuation of the state provider fee program will support core
operations, capital expenditures and debt service payments and
enable GSH to preserve unrestricted liquidity over the near term.
The revision of the outlook to stable from positive reflects
increased operating losses in fiscal year (FY) 2012 (excluding net
proceeds from the state provider fee program) largely due to
material inpatient admissions declines across all payers.

Strengths

* High-end tertiary hospital (operating revenue base of $260
   million and Medicare case mix index of 1.90 in FY 2012)
   located in downtown Los Angeles, CA

* Significant beneficiary under the California provider fee
   program as a large Medi-Cal provider (Medi-Cal accounts for
   22% of gross revenues); GSH has received a combined nearly $23
   million of net proceeds under the initial phase (21-month
   program) and second phase (6-month program); under the third
   phase (30-month program) GSH expects to receive approximately
   $40 million through FYE 2014

* As of August 31, 2012, unrestricted cash and investments grew
   to a peak $104.6 million, equating to further improved 157
   days cash on hand, 172% cash-to-direct debt and 146% cash-to-
   comprehensive debt; the increase is due in part to favorable
   investment gains and receipt of net state provider fee program
   proceeds

* Presence of $44 million of additional unrestricted cash
   (excluded from Moody's calculations) from a land sale which
   could provide a short-term source of liquidity for operations
   and debt service, but is expected to be spent on a large
   medical office building and outpatient pavilion project
   beginning in FY 2013

* Conservative debt structure with all fixed rate debt and no
   interest rate swaps outstanding; no new debt planned at this
   time

* Defined benefit pension plan frozen to new employees since
   1998; funded ratio based on projected benefit obligation is
   85% at FYE 2012

* Hospital meets structural seismic requirements through 2030

Challenges

* Increased operating losses in FY 2012 due primarily to large
   inpatient admissions decline across all payers and also to
   increased write off payments under Medicare recovery auditor
   contractor (RAC) audit (-6.8% operating margin and -0.9%
   operating cash flow margin excluding net proceeds under state
   provider fee program;-2.7% and 2.6%, respectively, including
   $9.0 million of net provider fee proceeds)

* Continued volatility in volumes due to continued sluggish
   economic environment and patients deferring elective
   procedures due to high insurance deductibles and co-pays;
   total inpatient medical and surgical admissions were down
   15.5% and emergency room visits were flat, while outpatient
   surgeries were up a favorable 12.3% in FY 2012

* A history of inconsistent and weak operating performance
   reflective of a challenging payer mix; high combined exposure
   to government (Medicare 40.5% and Medi-Cal 21.9% of gross
   revenues) and self pay (7.5% of gross revenues) in FY 2012;
   payer mix is an ongoing concern given continued federal and
   state budget deficits, expected downward pressure on
   reimbursement across all payers and sluggish economic
   conditions; Management anticipates GSH will be in a relatively
   neutral position when the Medi-Cal program transitions from
   per diem to APR-DRG-based inpatient reimbursement effective
   July 1, 2013

* Reliant on supplemental government disproportionate share
   funding; GSH received a total of $21.8 million of Medicare DSH
   payments in FY 2012. The hospital does not qualify for

Medi-Cal DSH funding

* Small and very competitive primary service area consisting of
   14 general acute care hospitals in a 4.5 mile radius; larger
   service area includes over 20 hospitals including several
   large, well-regarded tertiary and quaternary health systems

* Challenging labor environment; GSH is currently in contract
   negotiations with California Nurses Association (CNA) and
   Service Employees International Union (SEIU)

* Very high average age of plant (27 years) due to deferred
   capital needs; the hospital is currently in compliance with
   structural requirements but nonstructural requirements still
   need to be met under state seismic standards by 2030 deadline

Outlook

The revision of the outlook to stable from positive reflects
increased operating losses in FY 2012 (excluding net proceeds from
the state provider fee program) largely due to large inpatient
admissions declines across all payers,. The continuation of the
California state provider fee program for an additional 30 months,
together with GSH's improved cash balances, supports the stable
outlook at the current rating level.

What Could Make The Rating Go UP

Growth and stability of volume and revenues; improved operating
performance and ability to sustain improved levels for multiple
years; improved liquidity and debt coverage measures

What Could Make The Rating Go DOWN

Decline in operating performance and larger operating losses;
decline in unrestricted liquidity; weakening of debt coverage and
liquidity measures; cuts in reimbursement

Principal Rating Methodology

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


GREAT LAKES: Moody's Says Sandy-Related Work is Credit Positive
---------------------------------------------------------------
Moody's Investors Service said that Hurricane Sandy will be a
credit positive for Great Lakes Dredge & Dock Corporation ("Great
Lakes"), but will have no rating impact. Great Lakes will likely
benefit from additional work primarily in its beach nourishment
and maintenance segments in 2013. Although there will be a short-
term negative impact to earnings in the fourth quarter due to the
company's equipment not being operational during Hurricane Sandy,
some of the company's large dredges could be used in coastal
protection work in the Northeast as well as any needed port-
maintenance related work.

The principal methodology used in rating Great Lakes Dredge & Dock
Corporation was the Global Construction Industry Methodology,
published November 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.

As reported by the Troubled Company Reporter on Oct. 1, 2012,
Moody's Investors Service has assigned Great Lakes Dredge & Dock
Corporation a first-time speculative grade liquidity ("SGL")
rating of SGL-2 reflecting a good liquidity profile. Concurrently,
all of Great Lakes' ratings, including the B2 corporate family
rating, were affirmed. The stable outlook remains unchanged.

Great Lakes Dredge & Dock Corporation, founded in 1890 and
headquartered in Oak Brook, Illinois is the largest provider of
dredging services in the United States. Approximately 20% of Great
Lakes' revenues are derived from demolition operations. Revenues
for the last twelve months ended September 30, 2012 totaled $647
million.


HARPER BRUSH: Liquidating Confirmation on Dec. 14
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harper Brush Works Inc. has a Dec. 14 confirmation
hearing in U.S. Bankruptcy Court in Des Moines, Iowa, for approval
of a liquidating Chapter 11 plan.

According to the report, the plan will distribute sale proceeds in
accordance with lien-priority rights and the scheme of
distribution laid out in bankruptcy law.  Unsecured creditors are
told in the disclosure statement that they will receive proceeds
from recovery of preferences, or payments made to creditors within
90 days of bankruptcy.

The report relates that the bankruptcy court previously scheduled
a Nov. 19 auction where the opening bid for the business will be
$2.2 million.  At the auction, purchasers may bid for operating
assets and real estate separately.  The so-called stalking-horse
is offering $1.74 million for the operating assets and $460,000
for the real estate.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.
Equity Partners CRB LLC serves as the Debtor's investment banker.

An official committee of unsecured creditors has been appointed in
the case.  Richard S. Lauter, Esq., and Thomas R. Fawkes, Esq., at
Freeborn & Peters LLP, in Chicago, represents the Committee as
general bankruptcy counsel.  Joseph A. Peiffer, Esq., at
Day Rettig Peiffer, P.C., in Cedar Rapids, Iowa, represents the
Committee as local counsel.


HOMELAND SECURITY: Incurs $160,000 Net Loss in Third Quarter
------------------------------------------------------------
Timios National Corporation, formerly known as Homeland Security
Capital Corporation, filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $160,345 on $5.67 million
of net revenue for the three months ended Sept. 30, 2012, compared
with net income attributable to common stockholders of $542,902 on
$4.24 million of net revenue for the same period during the prior
year.

The Company recorded a net loss attributable to common
stockholders of $706,755 on $15.13 million of net revenue for the
nine months ended Sept. 30, 2012, compared with a net loss
attributable to common stockholders of $6.13 million on
$4.24 million of net revenue for the same period a year ago.

The Company reported a net loss of $3.98 million on $0 of net
revenue for the year ended June 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$9.21 million in total assets, $4.86 million in total liabilities
and $4.34 million in total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Coulter & Justus,
P.C., in Knoxville, Tennessee, noted that Related Party Senior
Notes Payable totalling $5.55 million are due and payable.  As of
Dec. 31, 2011, the Company has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.

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

                        http://is.gd/nLDrdh

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.


HOSTESS BRANDS: Will Liquidate If Bakery Union Strike Not Ended
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. will shut down and liquidate if
enough striking workers don't return to the job by 5 p.m. Nov. 15
so the company can resume normal operations.

According to the report, workers from the Bakery, Confectionery,
Tobacco Workers and Grain Millers International Union went out on
strike Nov. 9 after the bankruptcy judge in White Plains, New
York, imposed contract concessions that 92% of the union workers
voted down.

The report relates that Hostess Chief Executive Officer Gregory
Rayburn said in a statement Nov. 14 that the company "does not
have the financial resources" to survive a strike.  The Teamsters
union voted to accept a new contract with 8% in wage concessions
and 17% in benefit reductions.

Mr. Rayburn, the report relates, said Hostess will file papers in
bankruptcy court Nov. 16 for authorization to shut the company
down entirely on Nov. 20.  Hostess will ask the judge to hold the
liquidation hearing on Nov. 19.

Liquidation will mean the loss of 18,000 jobs, Mr. Rayburn said.
Mr. Rayburn said it's now up to the bakery workers "to decide if
they want to call off the strike and save the company, or cause
massive financial harm to thousands of employees and their
families."

Hostess previously said that the strike was affecting 23 of 36
plants.  The bakery workers' went on strike in reaction to what
the union called the "unilateral imposition of a horrendous
contract." The bakery union said it represents 5,000 Hostess
workers.

Chicagoist.com reports that on Nov. 12, 2012, a spokesperson for
the union told the St. Louis Post Dispatch that 23 out of Hostess'
36 plants had picket lines.  Half of those still went on to
produce and deliver product.  The company has said the strike
would not affect consumers, but earlier this month said a strike
could lead to bakery closures.

                       About Hostess Brands

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

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

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

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

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

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

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

On Oct. 11, Hostess Brands and its five subsidiaries filed their
Joint Plan of Reorganization and related Disclosure Statement
wherein unsecured creditors with more than $2.5 billion in claims
will receive nothing.

Under the Plan, the Debtors will issue almost $700 million in
various levels of new secured debt.  Most will pay interest
through issuance of more debt.  The Debtors will raise $88 million
in cash plus enough to pay off the amount outstanding under the
$75 million loan financing the reorganization that began in
January.

The Plan also provides that holders of $80.4 million of first-lien
debt will receive as much as $59 million in cash plus new first-
lien notes.  Holders of $340.7 million in other first-lien debt
will also be offered new first-lien debt.  In total, there is to
be at least $361.8 million in new first-lien debt on the Company's
emergence from Chapter 11.  For $191.4 million in existing third-
lien debt, holders will receive 75% of the new stock and about
$172 million in new third-lien notes.  The other 25%, plus a $100
million third-lien note, will go to the unions in return for
contract concessions.  Under the Plan, trade suppliers will
receive $5 million in new third-lien debt.  Other unsecured
creditors receive nothing, although the creditors' committee will
retain the right to sue lenders for invalidation of their claims
or liens.


HOSTESS BRANDS: Union Leader Says Members Willing to End Strike
---------------------------------------------------------------
Frank Hurt, president of the BCTGM International Union, issued a
statement Thursday in response to claims by Hostess Brands Inc.
that it would begin liquidation should union members not end the
strike and return immediately to production facilities:

"The crisis facing Hostess Brands is the result of nearly a decade
of financial and operational mismanagement that resulted in two
bankruptcies, mountains of debt, declining sales and lost market
share.  The Wall Street investors who took over the company after
the last bankruptcy attempted to resolve the mess by attacking the
company's most valuable asset -- its workers," Mr. Hurt said.

5 p.m., EST, Thursday.  That's the deadline Hostess Brands gave
the Bakery, Confectionery, Tobacco Workers and Grain Millers Union
to call off the strike and tell striking employees to return to
work.  Otherwise, Hostess said it will file a motion with the U.S.
Bankruptcy Court on Friday to liquidate the entire Company.

The strikes were called on November 9 by the Bakery Union.

"We simply do not have the financial resources to survive an
ongoing national strike," Gregory F. Rayburn, the Company's
Chairman and CEO, said in a statement Wednesday.  "Therefore, if
sufficient employees do not return to work by 5 p.m., EST, on
Thursday to restore normal operations, we will be forced to
immediately move to liquidate the entire Company, which will
result in the loss of nearly 18,000 jobs.  It is now up to
Hostess' BCTGM represented employees and Frank Hurt, their
international president, to decide if they want to call off the
strike and save this Company, or cause massive financial harm to
thousands of employees and their families."

Mr. Hurt further said: "They sought to force the workers, who had
already taken significant wage and benefit cuts, to absorb even
greater cuts including the loss of their pension contributions.  I
have said consistently throughout this process that the BCTGM is a
highly democratic organization and that our Hostess members
themselves would determine their future.  By an overwhelming
majority, 92%, these workers rejected the company's outrageous
proposal, fully aware of the potential consequences.

"Our members know that the plans all along of the Wall Street
investors currently in control of this company did not include the
operation of Hostess Brands any longer than it takes to sell the
company in whole -- or in part -- in a way that will maximize the
profits of these vulture capitalists regardless of the impact on
the workforce.

"The wholesale bread and cake baking business is unique. The most
successful and profitable wholesale baking companies share common
attributes, most notably being executive leadership with extensive
background in the business and a skilled and dedicated workforce.
Hostess Brands and its predecessor companies have had the latter
for decades.

"Unfortunately however, for the past eight years management of the
company has been in the hands of Wall Street investors,
"restructuring experts," third-tier managers from other non-baking
food companies and currently a "liquidation specialist". Six CEO's
in eight years, none of whom with any bread and cake baking
industry experience, was the prescription for failure.

"Despite Greg Rayburn's insulting and disingenuous statements of
the last several months, the truth is that Hostess workers and
their Union have absolutely no responsibility for the failure of
this company.  That responsibility rests squarely on the shoulders
of the company's decision makers.

"I am sure that our members would be agreeable to return to work
as soon as the company rescinds the implementation of the
horrendous wage and benefit reductions, including pension, and the
restoration of the cuts that have already taken place."

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.

BCTGM members at one transport facility also are on strike.  The
union said, "Company claims that union members are crossing picket
lines and maintaining production at striking plants are vastly
untrue."

According to Hostess, it has done everything in its power to
pursue a reorganization of its business as a going concern,
including spending the better part of 18 months negotiating with
its key constituents to obtain a consensual agreement.   The
Company has obtained the support of its largest union, the
International Brotherhood of Teamsters, and its lenders. With the
support of the BCTGM, Hostess believes it would successfully
reorganize.

If sufficient employees do not return to work by the deadline to
restore normal operations, Hostess said the liquidation process
will unfold as follows:

     -- Hostess will file a motion with the U.S. Bankruptcy Court
on Friday, November 16, 2012 requesting to wind-down the Company
and sell all of its assets;

     -- Hostess has requested a hearing on the motion for Monday,
November 19, 2012;

     -- If the motion is granted at this hearing, Hostess Brands
will begin to close all of its operations as early as Tuesday,
November 20.  The closures will include the termination of all
employees except small, temporary crews to clean, secure and
prepare facilities and other assets for sale.

According to Mr. Hurt, over the past 15 months, Hostess workers
have seen the company unilaterally end contractually obligated
payments to their pension plan.  These workers, many of whom have
worked at Hostess and its predecessor companies for decades,
struck in response to the company's unilateral imposition of an
unacceptable contract that was rejected by 92% of the union's
Hostess members in September.

"While the company was demanding major concessions from union
workers (wage and benefit cuts amounting to 27%-32% overall), the
top ten executives of the company rewarded themselves with
compensation increases, with one executive receiving a 300%
increase," Mr. Hurt said.

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

                       About Hostess Brands

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

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

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

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

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

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

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

On Oct. 11, Hostess Brands and its five subsidiaries filed their
Joint Plan of Reorganization and related Disclosure Statement
wherein unsecured creditors with more than $2.5 billion in claims
will receive nothing.

Under the Plan, the Debtors will issue almost $700 million in
various levels of new secured debt.  Most will pay interest
through issuance of more debt.  The Debtors will raise $88 million
in cash plus enough to pay off the amount outstanding under the
$75 million loan financing the reorganization that began in
January.

The Plan also provides that holders of $80.4 million of first-lien
debt will receive as much as $59 million in cash plus new first-
lien notes.  Holders of $340.7 million in other first-lien debt
will also be offered new first-lien debt.  In total, there is to
be at least $361.8 million in new first-lien debt on the Company's
emergence from Chapter 11.  For $191.4 million in existing third-
lien debt, holders will receive 75% of the new stock and about
$172 million in new third-lien notes.  The other 25%, plus a $100
million third-lien note, will go to the unions in return for
contract concessions.  Under the Plan, trade suppliers will
receive $5 million in new third-lien debt.  Other unsecured
creditors receive nothing, although the creditors' committee will
retain the right to sue lenders for invalidation of their claims
or liens.

                       About Hostess Brands

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

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

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

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

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

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

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

On Oct. 11, Hostess Brands and its five subsidiaries filed their
Joint Plan of Reorganization and related Disclosure Statement
wherein unsecured creditors with more than $2.5 billion in claims
will receive nothing.

Under the Plan, the Debtors will issue almost $700 million in
various levels of new secured debt.  Most will pay interest
through issuance of more debt.  The Debtors will raise $88 million
in cash plus enough to pay off the amount outstanding under the
$75 million loan financing the reorganization that began in
January.

The Plan also provides that holders of $80.4 million of first-lien
debt will receive as much as $59 million in cash plus new first-
lien notes.  Holders of $340.7 million in other first-lien debt
will also be offered new first-lien debt.  In total, there is to
be at least $361.8 million in new first-lien debt on the Company's
emergence from Chapter 11.  For $191.4 million in existing third-
lien debt, holders will receive 75% of the new stock and about
$172 million in new third-lien notes.  The other 25%, plus a $100
million third-lien note, will go to the unions in return for
contract concessions.  Under the Plan, trade suppliers will
receive $5 million in new third-lien debt.  Other unsecured
creditors receive nothing, although the creditors' committee will
retain the right to sue lenders for invalidation of their claims
or liens.


INDEPENDENCE TAX: Reports $1-Mil. Net Income in Sept. 30 Quarter
----------------------------------------------------------------
Independence Tax Credit Plus L.P. III filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $1 million on $864,974 of total
revenues for the three months ended Sept. 30, 2012, compared with
net income of $359,049 on $773,921 of total revenues for the same
period during the prior year.

For the six months ended Sept. 30, 2012, the Partnership reported
net income of $7.73 million on $1.61 million of total revenues, as
compared to net income of $36,099 on $1.50 million of total
revenues for the same period a year ago.

The Partnership's balance sheet at Sept. 30, 2012, showed $11.73
million in total assets, $22.77 million in total liabilities and a
$11.03 million total partners' deficit.

"At September 30, 2012, the Partnership's liabilities exceeded
assets by $11,035,860 and for the six months ended September 30,
2012 the Partnership recognized net income of $7,738,555,
including the gain on sale of properties of $7,899,335.  These
factors raise substantial doubt about the Partnership's ability to
continue as a going concern."

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

                        http://is.gd/ZRwFQy

                    About Independence Tax Credit

Independence Tax Credit Plus L.P. III, headquartered in New York
City, is a limited partnership which was formed under the laws of
the State of Delaware on Dec. 23, 1993.  The general partner of
the Partnership is Related Independence Associates III L.P., a
Delaware limited partnership (the "General Partner").  The general
partner of the General Partner is Related Independence Associates
III Inc., a Delaware corporation.   The ultimate parent of the
General Partner is Centerline Holding Company.

The Partnership's business is to invest in other partnerships
owning leveraged apartment complexes that are eligible for the
low-income housing tax credit enacted in the Tax Reform Act of
1986, some of which may also be eligible for the historic
rehabilitation tax credit.


INDEPENDENCE TAX II: Incurs $939,000 Net Loss in Sept. 30 Qtr.
--------------------------------------------------------------
Independence Tax Credit Plus L.P. II filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss attributable to the Partnership of
$939,298 on $205,438 of total revenues for the three months ended
Sept. 30, 2012, compared with net income attributable to the
Partnership of $3.33 million on $209,270 of total revenues for the
same period during the prior year.

For the six months ended Sept. 30, 2012, the Partnership recorded
net income attributable to the Partnership of $14.50 million on
$404,045 of total revenues, as compared to a net loss attributable
to the Partnership of $2.42 million on $418,715 of total revenues
for the same period a year ago.

The Company reported a net loss of $237,376 for the year ended
March 31, 2012, compared with net income of $15.97 million during
the prior fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed $4.87
million in total assets, $15.85 million in total liabilities and a
$10.98 million total partners' deficit.

"At September 30, 2012, the Partnership's liabilities exceeded
assets by $10,983,619 and for the six months ended September 30,
2012, had net income of $14,624,035, including gain on sale of
properties of $14,919,656.  These factors raise substantial doubt
about the Partnership's ability to continue as a going concern."

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

                        http://is.gd/FgWAZu

                   About Independence Tax Credit

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is in the process of developing a plan to dispose
of all of its investments.


INOVA TECHNOLOGY: Files Amendment No. 5 to 375MM Shares Prospectus
------------------------------------------------------------------
Inova Technology, Inc., filed with the U.S. Securities and
Exchange Commission a fifth amendment to the Form S-1 registration
statement relating to the offering of 375,000,000 shares of common
stock of the Company in a self-underwritten direct public
offering, without any participation by underwriters or broker-
dealers.  The shares will be sold through the efforts of the
Company's officers and directors.

The offering period will begin on the date this registration
statement is declared effective by the Securities and Exchange
Commission and continue, unless earlier terminated due to it being
fully subscribed, until 5:00 P.M. Local Time, on xxxx, 2013.
There is no minimum number of shares to be sold under this
offering.

The public offering price for the common stock offered is to be
$0.01 per share.  The Company's common stock is quoted on the
OTCQB by the OTC Markets Group under the symbol "INVA".  On
Nov. 6, 2012, the last reported sale price for the Company's
common stock was $0.01 per share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/9uXFMX

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of
$3.35 million during the prior year.

The Company's balance sheet at July 31, 2012, showed $7.65 million
in total assets, $18.83 million in total liabilities and a $11.18
million total stockholders' deficit.

                           Going Concern

The Company has an accumulated deficit and negative working
capital and is in default on the majority of its notes payable as
of July 31, 2012.  These conditions raise substantial doubt as to
the Company's ability to continue as a going concern.

"Our ability to continue as a going concern is dependent upon our
ability to generate sufficient cash flows to meet our obligations
on a timely basis, to obtain additional financing as may be
required, and ultimately to attain profitable operations," the
Company said in its quarterly report for the period ended July 31,
2012.  "However, there is no assurance that profitable operations
or sufficient cash flows will occur in the future."

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.


KIWIBOX.COM INC: Delays Third Quarter Form 10-Q
-----------------------------------------------
Kiwibox.Com, Inc., informed the U.S. Securities and Exchange
Commission that it will be delayed in filing its quarterly report
on Form 10-Q for the period ended Sept. 30, 2012.

                         About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective July
1,  2011, Kiwibox.com, Inc., became the owner of Kwick! --a top
social network community based in Germany.  Kiwibox.com shares are
freely traded on the bulletin board under the symbol KIWB.OB.

In its report on the 2011 financial statements, Rosenberg Rich
Baker Berman & Company, in Somerset, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficiency as of Dec. 31, 2011.

The Company reported a net loss of $5.90 million in 2011, compared
with a net loss of $3.97 million in 2010.

The Company's balance sheet at June 30, 2012, showed $7.76 million
in total assets, $19.91 million in total liabilities, all current,
and a $12.15 million total stockholders' deficit.


LA JOLLA: Files Form S-8, Registers 605 Million Common Shares
-------------------------------------------------------------
La Jolla Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
(i) 1,354,798 shares of common stock reserved for issuance under
the Company's 2010 Equity Incentive Plan, (ii) 603,655,582 shares
of common stock issuable under previously announced stand-alone
inducement awards granted on April 10, 2012, and Aug. 17, 2012, to
the Company's President and Chief Executive Officer, a board
member, an employee and a consultant.  A copy of the prospectus is
available for free at http://is.gd/MtxWr0

                   About La Jolla Pharmaceutical

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

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

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

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.


LA PALOMA: Moody's Affirms B2 Rating on 1st Lien Loan Facilities
---------------------------------------------------------------
Moody's Investors Services affirmed La Paloma Generating Company,
LLC's B2 rating on its 1st lien loan facilities and changed the
outlook to negative from stable.

Ratings Rationale

The change in outlook to negative reflects a potential drop in the
consolidated debt service coverage ratio (DSCR) to around 0.80
times and the FFO to consolidated debt ratio around -2% over the
next two years under scenarios considered by Moody's. These
metrics are lower than the previous expectations of 1.2 times
consolidated DSCR and FFO to consolidated debt in excess of 2%.
Under management's revised base case forecast, the project is
forecasted to have consolidated DSCR of around 1 times for 2013
and rising thereafter, which is also lower than Moody's previous
expectation. For purposes of these calculations, Moody's includes
the $110 million of second lien debt in the calculations.

Key drivers of the lower expected consolidated DSCR are lower than
expected wholesale power prices due to persistent low natural gas
prices and higher costs due to the expected implementation of the
carbon cap-and-trade program in California. The first carbon
auction will take place on November 14th of this year for the 2013
and 2015 carbon credits. La Paloma, which will have one of its
four units contracted under a tolling agreement (MS Toll) with
Morgan Stanley Capital Group (MSCG) through 2013, does not
currently have a pass through of carbon costs, while the heat-rate
call options for 2013-2015 have an assumed fixed price of carbon
included in the project's variable O&M payments. Moody's
understands La Paloma and other projects with legacy contracts are
working on a settlement and Moody's currently incorporates the
assumption that the project will receive necessary carbon credits
for the MS Toll.

The affirmation of the B2 rating on La Paloma's first lien debt
reflects the project's near term liquidity, which should provide
the project some flexibility to address expected lower cash flow.
Moody's also recognizes that the extended outage at the two-unit
2,200 MW San Onofre Nuclear Generating Station (SONGS) and the
introduction of carbon costs should result in higher merchant
energy margins for the project assuming all else is equal.
Additionally, the B2 rating considers improved operating
performance since 2009, the project's competitive position in the
California market, and relatively low leverage on a first lien
only basis.

The negative outlook reflects expectations of declines in cash
flow over the next few years possibly leading to DSCRs below 1.0
times and potential draws on internal liquidity.

In light of the negative rating outlook, La Paloma's rating could
stabilize if the project is able to sustain consolidated DSCR of
at least 1.10 to 1.20 times and FFO to Consolidated Debt of 2%,
maintain good operations, preserve its internal liquidity, and
successfully execute a settlement that provides for a recovery of
carbon costs under the MS Toll.

La Paloma's rating could decline if the project sustains DSCR
below 1.0 times, the project incurs major operational problems,
the project is unable to recover its carbon costs under the MS
Toll or if its liquidity significantly declines.

La Paloma Generating Company, LLC. (La Paloma or Project) owns a
four-unit 1,022 megawatt (mw) gas-fired combined-cycle electric
generating facility located in Kern County, California. La Paloma
consists of four turbines, three of which are currently under
contract and one merchant unit available to take advantage of
market demand and serve as backup capacity. The project achieved
commercial operations in March 2003.

The last rating action on La Paloma occurred on July 20, 2011 when
Moody's assigned a B2 rating to La Paloma's 1st lien secured debt
facilities.

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


LIQUIDMETAL TECHNOLOGIES: Incurs $1.1 Million Net Loss in Q3
------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.06 million on $107,000 of total revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$1.88 million on $112,000 of total revenue for the same period
during the prior year.

The Company reported a net loss of $11.04 million on $517,000 of
total revenue for the nine months ended Sept. 30, 2012, compared
with a net loss of $4.46 million on $726,000 of total revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$10.93 million in total assets, $15.68 million in total
liabilities and a $4.75 million total shareholders' deficit.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/DeOfWN

                    About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.


MCNA CABLE: S&P Withdraws 'B' CCR Over Unit Acquisition
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on MCNA Cable Holdings LLC.

"The rating withdrawal follows the completion of Liberty Global
Inc. (B+/Positive/--) and Searchlight Capital Partners L.P.'s
acquisition of MCNA's San Juan Cable LLC unit (B/Stable/--), which
has been combined with Liberty Cablevision of Puerto Rico LLC
(B/Stable/--), with San Juan Cable LLC as the surviving entity,"
said Standard & Poor's credit analyst Catherine Cosentino.
"San Juan Cable LLC subsequently changed its name to Liberty
Cablevision of Puerto Rico LLC. We are therefore withdrawing our
'B' corporate credit rating on Liberty Cablevision of Puerto Rico
LLC and renaming the entity we had previously rated as San Juan
Cable LLC as Liberty Cablevision of Puerto Rico LLC to reflect its
change in legal name. The obligor under Liberty Cablevision of
Puerto Rico's 'B+' rated ('2' recovery rating) term loan is now
the newly renamed San Juan Cable LLC, and we have reassigned this
rating to this entity. The $10 million rated revolving credit
facility at Liberty Cablevision of Puerto Rico LLC has been
terminated, and we are withdrawing the rating on it. The credit
facilities at MCNA's San Juan Cable LLC unit, including a 'B+'
rated term loan and revolving credit facility, both with a '2'
recovery rating, and a 'CCC+' rated second lien credit facility,
with a '6' recovery rating, remain obligations of the newly
renamed San Juan Cable LLC," S&P said.


MENDOCINO COAST: S&P Cuts SPUR on General Obligation Bonds to 'C'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'C' from 'CC' on the Mendocino Coast Health Care
District, Calif.'s general obligation (GO) bonds. The outlook
remains stable.

"The 'C' rating reflects our view of the district's filing for
bankruptcy protection under Chapter 9 of the U.S. Bankruptcy
Code," said Standard & Poor's credit analyst Jen Hansen.

"Pursuant to our criteria, a 'C' rating may be used where a
bankruptcy petition has been filed but payments on the obligation
are continued. District management reports that the district has
not missed a bond payment and projects that bondholders will
continue to be paid from unlimited ad valorem taxes levied on
taxable property within the district," S&P said.

"The stable outlook reflects our view of the district's expected
continued payment of its GO bonds despite its filing for
bankruptcy protection under Chapter 9. We don't expect to change
the rating within the next year; however, we could lower the
rating if the district fails to pay debt service on its GO bonds.
Outside the outlook horizon, we would consider a higher rating if
the organization successfully emerges from bankruptcy with a
demonstrated ability to continue operations," S&P said.


METRO FUEL: Has Access to $2.5 Million Additional DIP Financing
---------------------------------------------------------------
U.S. Bankruptcy Judge Elizabeth Stong has granted the DIP
financing motion filed by Metro Fuel Oil Corp., on an emergency,
interim basis.  The Debtors are authorized to borrow up to an
additional aggregate amount of $2,500,000 from the New Lenders in
addition to previous DIP borrowing authorized, for total
authorized borrowings in the aggregate amount of not more than
$8,000,000.

The New Lenders and the Debtors have agreed that proceeds of any
advance made under the DIP Facility shall be used exclusively to
pay certain costs relating to the administration of the Cases and
otherwise in a manner consistent with the terms of the DIP
Facility and the Approved Budget.

All of the DIP Obligations will constitute allowed superpriority
administrative expense claims against the Debtors with priority
over any and all administrative expense claims, adequate
protection claims, diminution claims, and all other claims against
the Debtors or their estates.

These security interests and liens are granted to the New Lenders:

    (a) a perfected first-priority security interest in and lien
        on all currently-owned or acquired assets and property;

    (b) a perfected security interest in and lien on all
        Collateral, subject only to valid, perfected and non-
        avoidable liens and in favor of third parties and in
        existence as of the Petition Date; and

    (c) a perfected first-priority security interest in and lien
        on all Collateral to the extent the Collateral is subject
        to valid, perfected and non-avoidable liens in favor of
        third parties as of the Petition Date.

The DIP Maturity Date will be, subject to the DIP Extension
Option, the date that is the earliest of (a) December 31, 2012,
and (b) the closing of a sale of all, substantially all, or a
material portion of the assets of the Debtors.

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913).  Judge Elizabeth S. Stong presides over the case.
Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the
Debtor.  The Debtor selected Epiq Bankruptcy Solutions LLC as
notice and claims agent.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.


METRO FUEL: Auction Scheduled for Dec. 12
-----------------------------------------
Judge Elizabeth Stong of the U.S. Bankruptcy Court for the Eastern
District of New York in Brooklyn has approved bidding procedures
to govern the auction of substantially all of the assets of Metro
Fuel Oil Corp.

The Court established these dates and deadlines:

     a. Preliminary Bid Deadline: October 31, 2012, at 4:00 p.m.
        Eastern Time was the deadline by which potential bidders
        must deliver the "Preliminary Bid Documents";

     b. Qualified Bid Deadline: December 10, 2012 at 4:00 p.m.
        Eastern Time is the deadline by which all "Qualified Bids"
        must be actually received by the parties specified in the
        Bidding Procedures; and

     c. Auction: December 12, 2012 at 11:00 a.m. Eastern Time is
        the date and time the Auction, if one is needed, will be
        held at the offices of counsel to the Debtors: Kirkland &
        Ellis LLP, 601 Lexington Avenue, New York, New York,
        10022.

The sale hearing is on December 18, at 11:00 a.m. Eastern Time, in
Bankruptcy Court.

If the Debtors do not receive any Qualified Bids other than from
any Stalking Horse Bidder or if no Qualified Bidder other than any
Stalking Horse Bidder indicates its intent to participate in the
Auction, the Debtors will not hold the Auction, the Stalking Horse
Bidder(s) will be named the Successful Bidder(s) and the Debtors
will seek approval of any APA with such Successful Bidder(s) at
the Sale Hearing.

As reported by the Troubled Company Reporter on Oct. 29, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
the lenders are requiring a quick sale, although there is no buyer
under contract.  Metro has permission to bestow a breakup fee if a
buyer signs a contract before the auction.

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913).  Judge Elizabeth S. Stong presides over the case.
Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the
Debtor.  The Debtor selected Epiq Bankruptcy Solutions LLC as
notice and claims agent.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.


MGM GRAND: Fitch Rates $2-Bil. Senior Secured Facility 'BB'
-----------------------------------------------------------
Fitch Ratings assigns 'BB/RR2' to MGM Grand Paradise, S.A.'s (MGM
Grand Paradise) $2 billion senior secured credit facility.  Fitch
also affirms the 'B+' Issuer Default Rating (IDR) on MGM Grand
Paradise and 'B-' IDR on MGM Resorts International (MGM Resorts).

In addition, Fitch assigns a 'B+' IDR to MGM China Holdings, Ltd
(MGM China), MGM Grand Paradise's parent and co-borrower under the
credit facility.  The Rating Outlook is Positive on all three
IDRs.

The credit facility consists of a $550 million term loan and $1.45
billion in revolver commitments, of which $500 million will be
contingent on MGM Grand Paradise's Cotai land concession contract
being published in the Official Gazette of Macau.  Proceeds from
the loan will be used to repay the amount outstanding on MGM Grand
Paradise's prior term loan ($539 million outstanding as of Sept.
30, 2012) and to fund MGM's $2.5 billion Cotai project (MGM
Cotai).  The credit facility will mature in October 2017, with the
term loan amortizing by $55 million to $82.5 million per quarter
15 months prior to the maturity resulting in a $165 million
balloon payment at maturity.

The credit facility will be guaranteed by MGM China and MGM Grand
Paradise and secured by MGM Grand Paradise's MGM Macau casino
resort and the Cotai development project.  A leverage maintenance
test is set at 4.5 times (x) and steps down to 4.0x one year after
the Cotai project opens.  A minimum interest coverage test is set
at 2.5x.  Restricted payments are permitted as long as leverage
remains below 3.5x and are limited to $300 million per rolling 12-
months period if leverage is between 3.5x and 4.0x.

The new loan agreement does not have additional debt covenants,
unlike the prior facility.  However, additional pari passu liens
are largely prohibited outside of some modest carveouts (e.g. $100
million for FF&E facility and capital leases).  An interesting
inclusion in the new agreement are the covenants pertaining to
money laundering and bribery laws (including Foreign Corrupt
Practices Act) whereby MGM China and its subsidiaries covenant
that they will remain compliant with such laws.  A breach of these
covenants would constitute an event of default if not remedied
within 30 days.  (The company would not be in breach of these
covenants if it is not aware that an associated person is engaging
in activities that may violate these laws).

Cotai Project

On Oct. 18, 2012, MGM announced that it accepted the terms and
conditions of a land concession contract from the Macau
government.  The contract now has to be published in Macau's
Official Gazette before MGM Grand Paradise starts the construction
of its Cotai resort.  Based on recent experience, this may take
several months as it took roughly half-a-year for Wynn Resorts Ltd
(Macau), S.A.'s (Wynn Macau) contract to be published in the
Gazette after Wynn paid its land concession premium down payment
in December 2011.  Following the publication of the agreement, MGM
Grand Paradise has 60 months to finish the project (plans to
finish in 36) and has to pay a $161.4 million land premium
composed of a $56 million down payment and eight additional semi-
annual payments.

MGM Cotai will be developed on a 17.8 acre lot of land that is
wedged between Sands Cotai Central (west of MGM Cotai), City of
Dreams (north) and Wynn's Cotai site (east).  The casino resort
will have 1,600 hotel rooms and MGM plans to open up with 500
table games.

A primary risk factor is the potential for significant capacity to
enter the market in a relatively short period of time.  Including
MGM Grand Paradise, all six concessionaires are looking to open a
major casino project on Cotai by year-end 2016:

  -- Sands China and Wynn Macau have approvals in place to proceed
     with their respective projects which are estimated to cost
     roughly $3 billion and $4 billion, respectively.

  -- Galaxy Entertainment is proceeding with its $2 billion Galaxy
     Macau phase 2, which is expected to open by mid-2015 and
     nearly double the existing resort.

  -- SJM announced its land concession agreement a day after MGM
     announced its agreement with similar terms including a 60-
     months window to open the resort.

  -- Around that same time, Melco Crown announced that its 60%
     owned Studio City obtained $1.4 billion in delayed
     draw/revolving loan commitments to fund a $2 billion casino
     resort development and is expected to open by mid-2015.

Most of the Cotai projects are expected to open with roughly 500
table games except SJM's (announced 700 table games).  This would
suggest approximately 3,200 additional table games in Macau over
the next three to four years relative to 5,497 table games as of
Sept. 30, 2012, a 58% increase.

Table games are currently capped at 5,500 and Macau government has
suggested that it will raise this cap at a rate of 3% per year
over the next 10 years.  Strict interpretations of these
guidelines do not leave room for all of the projects to open with
the planned table positions; however, operators seem confident
that the table cap should not be a major issue. Additionally,
existing tables may be re-allocated to new properties.

Another potential obstacle for the Cotai projects is the
government's imposed limitation on foreign works.  For
construction labor, companies are allowed one foreign worker for
every local one, which could prove challenging for the casino
developers given Macau's 2% unemployment rate and ongoing
transportation infrastructure developments in and around Macau
(i.e. light rail).  Staffing the projects once they are open could
also be challenging as the current labor rules mandate that only
locals can be employed as table dealers.

Fitch believes that for MGM to meet its 36 month development
timeframe some foreign labor quota concessions by the Macau
government would be required.

MGM Grand Paradise's IDR and Recovery Ratings

MGM Grand Paradise's 'B+' IDR reflects MGM's (IDR of 'B-') 51%
ownership in MGM China and control with respect to MGM China's
dividend policy.  The 'B+' IDR reflects the risk that MGM Grand
Paradise may opt to leverage up to the maximum permitted under its
covenants to support the weaker parent company.  Fitch views MGM
Grand Paradise's stand-alone credit profile to be more consistent
with a 'BB' category IDR.

The Positive Outlook on MGM Grand Paradise reflects MGM's
improving credit profile, which reduces the risk that MGM Grand
Paradise will be relied on to support the domestic credit group.
If Fitch upgrades MGM's IDR to 'B', it will also upgrade MGM Grand
Paradise to 'BB-', which is more in-line with MGM Grand Paradise's
stand-alone credit profile.  Fitch expects MGM Grand Paradise's
gross leverage to remain at or below 3x through the Cotai
development cycle with ample capacity to upstream cash flow to MGM
and minority shareholders.

MGM Grand Paradise's strong discretionary free cash flow profile
supports its credit profile, although much of the free cash flow
(FCF) is likely to be upstreamed.  Fitch projects discretionary
FCF to exceed $600 million through the Cotai development cycle.
For the LTM period ending Sept. 30, 2012, MGM China's EBITDA after
branding fees is $677.5 million while maintenance capex and
interest cost are expected to remain relatively benign as MGM
Macau property is relatively young (opened December 2007) and the
interest margin on the credit facility is accommodating (1.75% if
leverage remains below 3x).

MGM Grand Paradise's MGM Macau property has fared relatively well
over the last several months amid the slow-down in the market's
VIP business, which is related to the broader China economic
slowdown.  MGM's Macau subsidiary reported healthy year-over-year
EBITDA increases for the last two quarters ending Sept. 30 led by
solid mass market/slots volume growth.  Pre-branding fees EBITDA
increased by 15% and 5% in the second and third quarter,
respectively.  Fitch believes that MGM China's EBITDA will be
flat-to-slightly up over the coming quarters as weaker VIP
business and additional capacity in the market (Cotai Central
phase II opened in September) will largely offset continued growth
in the mass market.

Fitch estimates full recovery on MGM Grand Paradise's senior
secured credit facility.  The 'RR2' on the Macau credit facility
reflects a two-notch soft cap for Macau issuers as stipulated by
Fitch's criteria ('Country-Specific Treatment of Recovery
Ratings', dated June 15, 2012).

What Could Trigger A Rating Action?

Positive - Future developments that may, individually or
collectively, lead to positive rating actions include:

  -- Fitch's view of the attractive supply/demand outlook for the
     Las Vegas Strip remains intact;
  -- The company successfully executes refinancing transactions
     with respect to upcoming maturities of its high-coupon
     secured notes, resulting in significant interest cost
     reductions and maturity profile improvement;
  -- Any potential growth opportunity does not materially affect
     MGM's credit profile adversely.

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

  -- Broader economic pressure impacts Las Vegas visitation and
     consumer spending levels;
  -- Policy changes and/or economic slowdown in China that is more
     pronounced than Fitch's current outlook and/or adverse to the
     Macau gaming market;
  -- The capital market environment deteriorates such that the
     interest cost savings expected on refinancing transactions is
     materially reduced;
  -- MGM pursues and wins new market opportunities that leads to a
     reversal of the expected improvement in leverage, liquidity,
     and FCF.

Fitch takes the following rating actions:

MGM Resorts International
  -- IDR affirmed at 'B-';
  -- Senior secured notes due 2013, 2014, 2017, and 2020 affirmed
     at 'BB-/RR1';
  -- Senior credit facility affirmed at 'B/RR3';
  -- Senior unsecured notes affirmed at 'B-/RR4';
  -- Convertible senior notes due 2015 affirmed at 'B-/RR4';
  -- Senior subordinated notes affirmed at 'CCC/RR6'.

MGM China Holdings, Ltd and MGM Grand Paradise S. A. (co-
borrowers)

  -- IDR of MGM China Holdings Ltd. assigned at 'B+';
  -- IDR of MGM Grand Paradise S. A. affirmed at 'B+'
  -- Senior secured credit facility rated 'BB/RR2' (includes $1.45
     billion revolver and $550 million term loan).


MOUNTAIN PROVINCE: Reports C$8.2-Mil. Net Income in 3rd Quarter
---------------------------------------------------------------
Mountain Province Diamonds Inc. reported net income of
C$8.20 million for the three months ended Sept. 30, 2012, compared
with a net loss of C$2.19 million for the same period a year ago.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of C$247,718, as compared to a net loss of C$6.19 million
for the same period during the previous year.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

Mountain Province's balance sheet at Sept. 30, 2012, showed
C$53.03 million in total assets, C$8.81 million in total
liabilities and C$44.22 million in total shareholders' equity.

A copy of the Form 6-K is available for free at:

                        http://is.gd/RU2CEP

                       About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

After auditing the financial statements for the year ended
Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the
Company has incurred a net loss in 2011 and expects to require
additional capital resources to meet planned expenditures in 2012
that raise substantial doubt about the Company's ability to
continue as a going concern.


MUSCLEPHARM CORP: Incurs $6.1 Million Net Loss in Third Quarter
---------------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $6.07 million on $18.57 million of net sales for the
three months ended Sept. 30, 2012, compared with net income of
$116,309 on $4.44 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 $15.92 million on $50.56 million of net sales, as
compared to a net loss of $12.33 million on $10.87 million of net
sales for the same period a year ago.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.81 million in total assets, $15.10 million in total
liabilities, and a $7.29 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.

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

                        http://is.gd/V1qM1g

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.


NEOMEDIA TECHNOLOGIES: Reports $19.5 Million Net Income in Q3
-------------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $19.47 million on $680,000 of revenue for the three
months ended Sept. 30, 2012, compared with net income of
$59.44 million on $528,000 of revenue for the same period during
the prior year.

The Company reported a net loss of $21.94 million on $1.86 million
of revenue for the nine months ended Sept. 30, 2012, compared with
net income of $12.37 million on $1.66 million of revenue for the
same period a year ago.

The Company reported a net loss of $849,000 in 2011, compared with
net income of $35.09 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.72 million in total assets, $83.09 million in total
liabilities, all current, $4.84 million in series C convertible
preferred stock, $348,000 of series D convertible preferred stock,
and a $80.55 million total shareholders' deficit.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

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

                        http://is.gd/yhatRa

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.


OVERSEAS SHIPHOLDING: Moody's Cuts PDR to D on Bankruptcy Filing
----------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
rating of Overseas Shipholding Group, Inc. ("OSG") to D. Moody's
affirmed its other ratings assigned to OSG: Corporate Family of
Ca, Senior Unsecured and Issuer of C and Speculative Grade
Liquidity of SGL-4. The downgrade follows OSG's filing on Nov. 14
for Chapter 11 for itself and certain operating subsidiaries in
the U.S. Bankruptcy Court for the District of Delaware. All
ratings will be withdrawn.

Downgrades:

  Issuer: Overseas Shipholding Group, Inc.

     Probability of Default Rating, Downgraded to D from Ca

Affirmations:

  Issuer: Overseas Shipholding Group, Inc.

     Issuer Rating, Affirmed at C

     Speculative Grade Liquidity Rating, Affirmed at SGL-4

     Corporate Family Rating, Affirmed at Ca

    Multiple Seniority Shelf, Affirmed at (P)C

    Senior Unsecured Regular Bond/Debenture, Affirmed at C, LGD6,
    92 %

Ratings Rationale

The contributions of the company's U.S. Jones Act operations, its
FSO and LNG investments and a still leading position in the
international tanker segment, provide a platform for a
restructuring of the balance sheet. Moody's estimates the value of
the company's assets at about $2.0 billion, including the
aggregate of the current market value of the company's owned
vessels, investments in joint ventures and estimated unrestricted
cash of about $500 million. These estimates lead to an about 65%
expected family recovery rate based on about $3.0 billion of
claims in Moody's Loss Given Default waterfall. However, the
prospect of significant claims for past due income taxes and or
shareholder lawsuits that would increase the claims on the company
remain, driving down family recovery as well as on the rated
unsecured notes and debentures.

The principal methodology used in rating Overseas Shipholding
Group was the Global Shipping 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.

Overseas Shipholding Group, Inc., headquartered in New York, 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: S&P Cuts CCR to 'D' on Chapter 11 Filing
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Overseas Shipholding Group Inc. (OSG) to 'D' from
'CCC-'. "We also lowered our ratings on the company's senior
unsecured debt to 'D' from 'CCC-'. The '3' recovery rating remains
unchanged, indicating our expectation that lenders will receive a
meaningful (50%-70%) recovery in a payment default scenario. All
ratings were removed from CreditWatch, where they were placed with
negative implications on Oct. 22, 2012," S&P said.

"The downgrade reflects the fact that OSG announced that it had
filed chapter 11 bankruptcy protection," said Standard & Poor's
credit analyst Funmi Afonja. "We are keeping our '3' recovery
ratings unchanged for now. However, our recovery ratings do not
take into account any potential tax liabilities that the company
may have."

"As of June 30, 2012, OSG had unrecognized deferred U.S. income
tax of approximately $770 million because of undistributed
earnings from shipping income of its foreign subsidiaries or its
less-than-50%-owned foreign shipping joint ventures. The recovery
could fall into the 10% to 30% range (corresponding with a '5'
rating) if actual tax liability is consistent with the amount of
unrecognized deferred U.S. income tax and if that liability is
treated as a priority claim," S&P said.

"On Oct. 22, 2012, OSG filed an 8-K stating it is reviewing a tax
issue arising from the fact that the company is domiciled in the
United States and has substantial international operations, and
relating to the interpretation of certain provisions contained in
the company's loan agreements. As a result of that continuing
process, OSG stated its previously issued financial statements
for the three years ended Dec. 31, 2011, and associated interim
periods for the quarters ended March 31 and June 30, 2012, should
no longer be relied upon," S&P said.

New York City-based OSG is one of the world's leading liquid bulk
shipping companies. As of June 30, 2012, the company operated a
fleet of 112 vessels (67 owned, 45 chartered-in), totaling about
10.7 million deadweight tons.


OVERSEAS SHIPHOLDING: Has Enough Cash to Finance Bankruptcy
-----------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Daily Bankruptcy Review,
reports that Morten Arntzen, Chief Executive of Overseas
Shipholding Group Inc., said in an interview Wednesday that OSG's
cash cushion means the Company is in a more "comfortable" position
than some of its rivals that have sought Chapter 11 protection in
recent years.

"The fact that we don't need a DIP, that we have adequate cash to
cover our operations . . . means we should be self-financing,
which is comfortable," Mr. Arntzen said.  He added that most of
the company's $2.67 billion in debt is unsecured, which means OSG
can stop paying interest while it is in Chapter 11.

OSG filed for Chapter 11 bankruptcy Wednesday in U.S. Bankruptcy
Court in Delaware along with $180 affiliates.  The Company has
about $550 million in cash and has not requested DIP financing.
According to Dow Jones, OSG was weighed down by massive debt and a
big tax hit.

OSG disclosed assets of $4.15 billion against debt of
$2.67 billion.  According to Dow Jones, the Company's financial
issues include the $1.5 billion OSG owes to its lenders, led by
Norway's DNB Bank ASA, after it drew down the remainder of its
revolving loan in July.  While the company has a second loan under
which it could tap another $900 million, that would still leave a
$600 million gap when the loan comes due Feb. 8. In addition, OSG
owes another $516 million to bondholders.

Some of OSG's 70 European and Asian subsidiaries have not filed
for bankruptcy.

Dow Jones also notes that unlike a lot of other troubled shippers,
OSG's fleet of 111 vessels isn't completely encumbered with liens.
With about 70% of its fleet unencumbered, the Company is in a
position to offer its banks liens in return for restructuring the
debt.

According to the report, another factor potentially complicating
OSG's financial restructuring is the Jones Act.  The business is a
big cash generator for OSG, which Mr. Arntzen maintains will help
the company's restructuring.  The report relates the 1920 law
requires that any shipment from one U.S. port to another be
carried on vessels built in the U.S., owned by U.S. citizens and
operated by a U.S. crew.  Those ownership restrictions could
complicate any potential debt-for-equity swap with a foreign bank.
According to the report, Mr. Arntzen said the law isn't a bar to
its restructuring and in any event the company wouldn't allow
anything to happen to violate the law.

"Our Jones Act business is by far our best performing unit now?
almost of our ships are covered by contracts," he said, the report
relates.  "It will help facilitate our exit because it's such a
valuable segment."

Among its so-called first-day requests, OSG is seeking approval to
pay about 1,188 full-time and hourly employees.

Greylock Partners LLC Chief Executive John Ray will serve as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.


PATHEON INC: Moody's Affirms 'B3' CFR/PDR; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Patheon, Inc.,
including the Corporate Family Rating and Probability of Default
Rating of B3, and changed the rating outlook to positive from
stable. Moody's also assigned a B3 to the proposed $650 million
credit facility, including a $565 million term loan and a $85
million revolving credit facility. The proposed credit facility
will be used to acquire Banner Pharmacaps for $255 million and
repay Patheon's existing debt. Moody's also changed Patheon's
Speculative Grade Liquidity rating to SGL-2 from SGL-3, reflecting
improved liquidity as a result of the refinancing transaction and
our expectation for improved free cash flow over the next 12-18
months.

Ratings affirmed:

  Corporate Family Rating, B3

  Probability of Default Rating, B3

Ratings assigned:

  $565 million senior secured term loan due 2019, B3 (LGD3, 47%)

  $85 million senior secured revolving credit facility due 2017,
  B3 (LGD3, 47%)

Ratings changed:

  Speculative Grade Liquidity rating to SGL-2 from SGL-3

The rating outlook was changed to positive from stable

Ratings to be withdrawn at close of transaction:

  $75 million ABL facility due April 2014, B2 (LGD 3, 43%)

  $280 million Senior Secured notes due April 2017, B3 (LGD 3,
  46%)

The B3 Corporate Family Rating reflects the significant increase
in debt that Patheon is assuming in connection with its
acquisition of Banner as well as Patheon's track record of low
returns on invested capital and negative free cash flow. The
rating also reflects broader challenges in the contract
manufacturing industry, including overcapacity and pricing
pressure. Further, the significant fixed costs of Patheon's
business lead to high operating leverage and margins that are
extremely sensitive to revenue and product mix. While this is
positive in an environment of revenue growth, it creates the
potential for earning volatility. The rating balances the
company's improved scale and diversity as a result of the Banner
acquisition, with risks associated with the integration,
particularly at a time when Patheon is undergoing a significant
turnaround in its stand-alone operations. The ratings are
supported by Patheon's leading market position in the
pharmaceutical contract manufacturing arena and our expectation
that demand from pharmaceutical companies for contract
manufacturing services will be sound over the long-term.

The positive outlook reflects Moody's belief that, if Patheon is
able to continue to improve its operating performance the way it
has done over the past three quarters and integrate Banner without
disruption, then Patheon's leverage would decline rapidly and the
company would generate sustained positive free cash flow,
potentially leading to a rating upgrade.

The SGL-2 rating reflects Moody's expectation of good liquidity
over the next 12 months supported by availability under lines of
credit, improving cash generation and lack of maintenance
covenants on the term loan.

Moody's could upgrade the ratings if the company is able to
continue to improve profitability, reduce earnings volatility and
sustain debt to EBITDA that is below 4.5 times and interest
coverage that is above 1.5 times, with sustained positive free
cash flow.

Moody's could downgrade the ratings if it believes that interest
coverage (as defined as EBITDA less capital expenditures to
interest expense) will be sustained below 1.0 times, or that free
cash flow will remain negative (exclusive of unusual items such as
severance).

Patheon Inc. ("Patheon"), headquartered in Mississauga, Ontario,
Canada is a leading provider of commercial manufacturing and
pharmaceutical development services ("PDS") of branded and generic
prescription drugs to the international pharmaceutical industry.
Patheon's stock is publicly traded on the Toronto Stock Exchange,
and the company files with the SEC. JLL Partners, a private equity
firm, owns approximately 56% of the company's restricted voting
shares. For the twelve month period ended October 31, 2012 Patheon
has estimated revenues to be around $740 million.

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


PEMCO WORLD: 3% Liquidating Plan Set for Dec. 19 Confirmation
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that WAS Services Inc., known as Pemco World Air Services
Inc. before the business was sold, scheduled a Dec. 19 hearing for
approval of a liquidating Chapter 11 plan.  The bankruptcy court
in Delaware approved explanatory materials yesterday allowing
creditors to vote.  Secured lender Sun Capital Partners Inc.
bought the business after a prior sale fell through.

According to the disclosure statement, unsecured creditors
shouldn't expect to recover more than 3% on claims that might
total $72 million.  About $700,000 in secured claims remain.

Boca Raton, Florida-based Sun Capital was approved by the
bankruptcy court to step in as the buyer on Aug. 9.  A Sun Capital
affiliate acquired the $31.8 million senior secured debt from
Merrill Lynch Credit Products LLC and was also the holder of a
$5.6 million subordinated secured loan.  In addition, Sun Capital
provided $6 million in financing for the Chapter 11 effort.

                         About Pemco World

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15, the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PEREGRINE FINANCIAL: Great American to Hold Auction in December
---------------------------------------------------------------
Great American Group, on behalf of the receiver for Russell
Wasendorf, Sr., and the Chapter 7 trustee of Peregrine Financial
Group Inc., will hold a webcast auction of the Company's
miscellaneous assets at 10:00 a.m. CST, Wednesday, Dec. 5.
Potential bidders may inspect the items Dec. 4 at 10:00 a.m. to
4:00 p.m. CST.  The items are located in Cedar Falls, Iowa.

The assets for sale include Mr. Wasendorf's collection of more
than 2,000 bottles of wine, corporate office furniture and
equipment, the My Verona Restaurant in Cedar Falls, vehicles
including a 1957 Ford Thunderbird, Nissan Frontier Pick up, GMC
Acadia, Jeep Wrangler, GMC Denali Truck, and Toyota Highlander,
sports memorabilia and collectibles, and employee gym equipment.

The terms of the auction are: $500 refundable cash deposit is
required to bid.  Payments by cash, cashier's check, business
check with bank letter of guarantee or wire transfer; 25% is due
upon award of bid.  A 10% buyer's premium will be added to all
sales for onsite buyers; 13% buyer's premium for online buyers.

For auction details, contact:

          Heidi Reager
          E-mail: hreager@greatamerican.com
          Tel: 818-884-3737, ext. 1330


PETTERS GROUP: Trustee Sues BMO Harris Bank for Damages
-------------------------------------------------------
The San Francisco Chronicle reports Doug Kelley -- the Court-
appointed trustee recovering money for victims of the $3.65
billion Ponzi scheme operated by now-imprisoned Minnesota
businessman Tom Petters -- filed a lawsuit Wednesday accusing M&I
Bank of turning a blind eye to $35 billion that flowed in and out
of the main bank account used by Petters Company Inc. to launder
money for the fraud between 2003 and 2008, when the scheme
collapsed.  M&I bank, based in Milwaukee at the time, was acquired
last year by Toronto-based BMO Financial Group and combined with
BMO-owned Harris Bank of Chicago to form BMO Harris Bank.
According to the report, the bankruptcy trustee seeks unspecified
damages in excess of $50,000 from Chicago-based BMO Harris Bank.

The report notes BMO Harris Bank spokesman Jim Kappel said the
bank will fight the suit.  "We believe the claims in the suit are
completely without merit and we intend to vigorously defend
ourselves in this matter," he said.

The report notes BMO Harris also faces a lawsuit in Florida filed
earlier by a trustee for bankrupt Palm Beach hedge funds that lost
more than $1 billion in the Petters scheme.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PITNEY BOWES: Moody's Cuts Preferred Shelf Rating to '(P)Ba1'
-------------------------------------------------------------
Moody's Investors Service lowered all of Pitney Bowes, Inc.'s long
term debt ratings, including senior unsecured to Baa2 from Baa1,
and affirmed the short term rating at P-2. The rating outlook is
stable. The downgrades reflect Moody's concerns that the pervasive
secular headwinds in Pitney Bowes' North America and International
Mailing segments and a weaker macroeconomic environment could
delay the company's turnaround efforts.

Ratings Rationale

Pitney Bowes' Baa2 senior unsecured rating reflects the sizable
market position of its core postal metering business within the
mature office equipment industry. Nonetheless, Pitney Bowes faces
particularly tough business challenges as its US meter equipment
installed base is expected to continue to shrink due to the
secular decline in traditional mail delivery. Moody's also expects
Pitney Bowes to experience increasing competition from alternative
online providers, especially as the company transitions its
business model to expand the mix of revenue to digital hybrid,
cloud-based and software offerings. Given the continued erosion in
core mailing and production mail volumes, Pitney Bowes could
target more frequent and larger acquisitions to offset revenue
decline in the core business units and supplement its organic
growth initiatives, which could also pressure its credit profile.

The stable outlook reflects Moody's view that despite the
anticipated deterioration of revenues and operating margins in the
near term, the company is in a position to address its business
challenges, given its leverage position and longer term cash flow
generating potential. The ratings and outlook are also supported
by the company's ability to devote greater allocation of its cash
resources to credit protection measures versus shareholder
remuneration.

Pitney Bowes' ratings could be downgraded if debt remains at
current levels absent EBITDA growth, the persistent revenue
contraction is not reversed, the company loses greater market
share, or does not maintain annual free cash flow above $200
million. Pitney Bowes' ratings could be upgraded if Moody's sees
tangible progress in stemming the ongoing revenue erosion and
stabilization of operating margins, and the company maintains
leverage in the low 2 times levels.

Pitney Bowes' liquidity profile is adequate with $425 million of
balance sheet cash as of September 30, 2012, the expectation of
modest free cash flow and that its near-term debt maturity has
been largely pre funded. Due to the recurring nature of roughly
80% of its revenue, Pitney Bowes generates steady free cash flow
on an annual basis, with seasonal quarterly fluctuations. Going
forward, Moody's expects normalized free cash flow over the next
twelve months in the range of $100 - $150 million, after about
$320 million in common and preferred dividends. Pitney Bowes also
maintains access to external funding sources, including a $1
billion unsecured revolver, which has full availability at
September 30, 2012. The company recently raised $220 million in
term loan financing from its relationship banks to partially
prefund upcoming 2013 maturities. Moody's expects the company to
maintain sufficient liquidity to meet its upcoming maturities and
have unfettered access to all segments of the capital markets.

Moody's also lowered the ratings on the preferred stock issued by
Pitney Bowes International Holdings, Inc. ("PBIH") an indirect
wholly owned subsidiary of Pitney Bowes to Ba1 from Baa3 Although
the preferred stock holders have a structural priority claim on
the cash flows from certain of Pitney Bowes international
subsidiaries, relative to unsecured Pitney Bowes holders, PBIH
operations generate modest cash flows relative to the US and have
support agreements from Pitney Bowes.

Summary of Rating Actions:

Pitney Bowes, Inc.

  Senior Unsecured -- Downgraded to Baa2 from Baa1

  Senior Unsecured Shelf Rating - Downgraded to (P)Baa2 from
  (P)Baa1

  Subordinate Shelf Rating - Downgraded to (P)Baa3 from (P)Baa2

  Preferred Shelf Rating - Downgraded to (P)Ba1 from (P)Baa3

  Short term rating -- Affirmed P-2

  Rating outlook is stable

Pitney Bowes International Holdings, Inc.

  Preferred Stock Rating - Downgraded to Ba1 from Baa3

Rating outlook is stable.

The principal methodology used in rating Pitney Bowes, Inc was the
Global Technology Hardware Industry Methodology published in
September 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.

Pitney Bowes, headquartered in Stamford, Connecticut, is a global
provider of integrated mail, messaging and document management
solutions that includes postage meters, mailing equipment and
related document messaging services and software, mail and
marketing services. Revenues for the twelve months (LTM) ended
September 30, 2012 were $5.1 billion.


POTOMAC SUPPLY: Sold to American Industrial Partners
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Potomac Supply Corp. is being sold to an affiliate of
private-equity investor American Industrial Partners for $10
million cash, with an adjustment for working capital.  The sale
was approved by the U.S. Bankruptcy Court in Richmond, Virginia.
There was no buyer under contract when the auction was arranged.

According to the report, AIP made the $10 million offer at a
court-authorized auction.  The company initially didn't accept the
offer.  After unsuccessfully attempting to negotiate a higher
price, the company went back to bankruptcy court at a hearing this
week and obtained approval for the sale.

The sale price was insufficient for full payment of the
$17.7 million secured claim owing to lender Regions Bank.

                        About Potomac Supply

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


POWERWAVE TECHNOLOGIES: Artis Discloses 2.8% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Artis Capital Management, L.P., disclosed
that, as of Oct. 31, 2012, it beneficially owns 896,009 shares of
common stock of Powerwave Technologies, Inc., representing 2.8% of
the shares outstanding.  Artis previously reported beneficial
ownership of 2,561,015 common shares representing 8.1% of the
shares outstanding as of Aug. 31, 2012.

A copy of the amended filing is available at:

                        http://is.gd/gLMaaP

                    About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.


PRA INTERNATIONAL: S&P Cuts CCR to 'B' on Increased Leverage
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Raleigh, N.C.-based PRA International Inc. (PRA) and its
subsidiary Pharmaceutical Research Associates Inc. to 'B' from
'B+'. "We also removed the ratings from CreditWatch, where they
were placed with negative implications on Nov. 12, 2012. The
outlook is stable," S&P said.

"At the same time, we assigned PRA's proposed $400 million senior
secured credit facility (composed of a $40 million revolving
credit facility due 2017 and a $360 million term loan B due 2018)
our 'B' issue-level rating, with a recovery rating of '3',
indicating our expectation for meaningful (50% to 70%) recovery in
the event of payment default. The facility also permits $150
million of incremental term loan capacity (subject to a 3.75x pro
forma first-lien net leverage test)," S&P said.

"We also assigned PRA's proposed $135 million second-lien term
loan our 'B-' issue-level rating, with a recovery rating of '5',
indicating our expectation for modest (10% to 30%) recovery in the
event of payment default," S&P said.

All debt is being issued at the Pharmaceutical Research Associates
Inc. subsidiary.

"Our rating on PRA reflects the company's 'highly leveraged'
financial risk profile, reflecting sustained higher leverage,"
said Standard & Poor's credit analyst Shannan Murphy.

"We continue to view PRA's business risk profile as 'weak.' The
highly leveraged financial risk profile reflects financial sponsor
ownership and leverage that increases to about 6.3x as a result of
this transaction and that we expect will stay above 5x for the
foreseeable future. PRA's weak business risk profile reflects the
company's position as a midsize player in a fragmented industry,
its somewhat concentrated customer base, and the potential
earnings volatility inherent in the contract-dependent
pharmaceutical contract research organization (CRO) industry," S&P
said.


PUC SCHOOLS: S&P Gives 'BB+' Rating on 2 Revenue Bonds Series
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
rating to California Municipal Finance Authority's charter school
revenue bonds, series 2012A (tax-exempt and taxable) and series
2012B (tax-exempt and taxable) for the Partnerships to Uplift
Communities (PUC) Project. The outlook is stable.

"The rating reflects our view of the schools' very low cash at the
end of fiscal 2011 and short-term liquidity challenges," said
Standard & Poor's credit analyst Carlotta Mills.

Bond proceeds will finance the acquisition of land and facilities,
refinance two loans, fund reserves and associated costs, and add
$1 million to cash.

This rating only applies to this transaction. The rating does not
apply to PUC, a charter school operator.


QUEENS BALLPARK: Moody's Affirms 'Ba1' Rating; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 underlying rating
of the Queens Ballpark Company LLC. The outlook has been revised
from negative to stable.

Ratings Rationale

The change in the rating outlook reflects expectations of
stabilized attendance levels and stadium financial performance
following; [i] recapitalization of the New York Mets following
sale of minority interests, [ii] settlement of litigation against
the owners of the New York Mets and [iii] signing of a new
collective bargaining agreement. The change in outlook also
reflects the adequate stadium debt service coverage ratios that
have been achieved despite attendance levels being towards the
bottom of the ten year range.

The recapitalization of the New York Mets through the sale of
minority interests worth $240M improves its ability to put a
quality team on the field. Moody's sees team performance as a key
driver of stadium attendance levels, which in turn are critical
determinants of stadium financial performance and credit quality.

With respect to the settlement of the litigation involving the
owners of the New York Mets, Moody's understands that [i] no
potential settlement amount will be payable by the owners of the
New York Mets until at least 2016 and [ii] the settlement amount
will be offset in whole or in part by the value of allowed claims
that are held by the owners.

Whilst the net settlement payment, if any, will not be known for a
number of years, in Moody's view the settlement reduces potential
short term pressures on the team's finances which supports the
stable outlook.

The outlook revision further reflects the finalizing of the Major
League Baseball collective bargaining agreement until December
2016, lessening the risks associated with player strikes occurring
during this time frame.

Lastly, despite the poor attendance levels in recent years,
Moody's thinks that attendance levels are within the range of
levels historically achieved, albeit at the lower end. Moody's
further notes that despite the poor attendance levels, Queens
Ballpark Company, LLC has continued to achieve adequate financial
results, with debt service coverage in 2011 of around 1.9x.

Queens Ballpark Company, LLC is a special purpose entity created
to lease, operate, maintain and manage the construction of Citi
Field, the home stadium of the New York Mets. The New York City
Industrial Development Agency acts as a conduit issuer for both
the series 2006 Installment Purchase Bonds and the series 2006
Lease Revenue Bonds.

The last rating action on the Queens Ballpark Company bonds was in
February 2011, when the outlook was changed from stable to
negative.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


REX ENERGY: Moody's Assigns 'B2' CFR/PDR; Rates Sr. Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Rex Energy's
(REXX) proposed $250 million senior notes due 2020. Moody's also
assigned a B2 Corporate Family Rating (CFR) and Probability of
Default Rating (PDR), and an SGL-3 Speculative Grade Liquidity
(SGL) rating. This is the first time that Moody's has rated Rex
Energy. The outlook is stable.

Net proceeds from the notes offering will be used to repay all
outstanding debt under REXX's senior secured revolving credit
facility and second lien term loan and for general corporate
purposes.

Issuer: Rex Energy Corporation

  Assignments:

   Corporate Family Rating, Assigned B2

   Probability of Default rating, Assigned B2

   Speculative Grade Liquidity Rating, Assigned SGL-3

   US$250 million Senior Unsecured Regular Bond/Debenture,
   Assigned B3

   US$250 million Senior Unsecured Regular Bond/Debenture,
   Assigned LGD5-76%

Ratings Rationale

The B2 CFR reflects REXX's small size, limited production base,
high capital requirements through 2015 and execution risks
surrounding its aggressive development program concentrated in the
Marcellus and Utica Shale plays in the Appalachian Basin. The B2
CFR is supported by REXX's significant reserve, production and
cash flow growth potential that should be realized with its
transition towards liquids-rich production, a high level of
operational control that provides for financial flexibility, an
active commodity hedging program and adequate liquidity that
should support development and production growth.

REXX's operations are concentrated on its Marcellus and Utica
Shale drilling prospects in the Appalachian Basin, and in the
Illinois Basin where the company has conventional oil production
and is implementing enhanced oil recovery projects. Over the past
year, the company has shifted its operating focus toward liquids-
rich production in the Appalachian Basin. This shift is supported
by extensive drilling by the industry and de-risking of the Utica
Shale play and has proven transformative with the company growing
its proved reserve base to over 102 million barrels of oil
equivalent (MMboe) as of October 31, 2012 and its liquids mix
rising to approximately 40%. The company's average daily
production volume has increased 66% from year-end 2011 to 10,800
boe per day during this period.

REXX holds approximately 97,300 net acres in the Appalachian Basin
with core operations concentrated across 46,000 net acres in the
wet gas window in Butler County of the Marcellus Shale and 19,500
net acres across two Warrior Prospects in the liquids-rich portion
of the Utica Shale. REXX's assets in the Appalachian Basin account
for over 90% of its reserve base as of October 31, 2012 and 83.6%
of production volumes. REXX's plans to spend over 75% of its 2013
capital budget in this basin as it ramps up its drilling and
completion program. REXX's 100% operated, 25,400 acreage position
in the Illinois Basin provides a foundation of low-risk, mature
oil producing assets that comprise 8% of the company's reserve
base. REXX's Illinois Basin development projects are focused in
the Lawrence Field where the company is implementing enhanced oil
recovery techniques requiring modest capital commitments.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity. Pro forma the notes offering, REXX will have
approximately $72.5 million cash on hand and full availability
under its adjusted $240 million borrowing base revolver, which
expires in September 2015. Balance sheet cash and liquidity
provided by its credit facility should be sufficient to fund the
projected out-spending of cash flow through mid-2014. The
revolving credit facility contains financial covenants that
require a minimum current ratio of 1.0x, a minimum EBITDAX /
interest coverage ratio of 3.0x and maximum total debt / EBITDAX
leverage ratio of 4.25x. The company should remain in compliance
with these covenants through the end of 2013.

The B3 senior unsecured note rating reflects both the overall
probability of default of REXX, to which Moody's assigns a PDR of
B2, and a loss given default of LGD5-76%. The size of the senior
secured revolver's priority claim relative to the senior unsecured
notes results in the notes being rated one notch beneath the B2
CFR under Moody's Loss Given Default Methodology.

The stable outlook assumes REXX will manage its growth without
meaningfully weakening its liquidity profile.

It is unlikely that REXX will be upgraded in the near term
primarily due to its modest average daily production volumes.
Successful execution of its Appalachian development projects will
dictate upward ratings progression. An upgrade would be considered
if production can be sustained above 20,000 boe per day and
maximum debt to average daily production of less than $25,000 per
boe.

Over the next 2 -3 years, Moody's expects REXX to continue to
outspend cash flows. A downgrade would be consider if REXX's debt
to average daily production rises towards $30,000 boe or liquidity
tightens.

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

Rex Energy Corporation (REXX) is an exploration and production
(E&P) company with operations concentrated in the Appalachian
Basin and the Illinois Basin. REXX is head-quartered in State
College, Pennsylvania.


SEALED AIR: Moody's Rates New Senior Unsecured Bonds 'B1'
---------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the Sealed Air
Corp.'s new senior unsecured bonds. Other ratings remain unchanged
and the ratings outlook remains stable. Moody's assigned a B1
rating to the proposed $850 million of senior unsecured bonds due
2020 and 2022 (amounts for eacch not yet determined). The proceeds
of the transaction will be used to refinance the outstanding $400
million 5.625% senior notes due 2013 and $400 million 7.875%
senior notes due 2017.

Moody's took the following rating action:

Sealed Air Corp.

  Assigned B1 (LGD 5-72%) to Gtd. Sr. Global Notes in 2020

  Assigned B1 (LGD 5-72%) to Gtd. Sr. Global Notes in 2022

The following ratings remain unchanged:

Sealed Air Corp.

  Corporate Family Rating, Ba3

  Probability of Default Rating, Ba3

  US$500 million Senior Secured Revolving Credit Facility due
  10/3/2016, Ba1 (LGD 2-17%)

  US$200 million Senior Secured Multi Curr. Rev. Credit Facility
  due 10/3/2016, Ba1 (LGD 2-17%)

  US$794.6 million Senior Secured Term Loan A due 10/03/2016, Ba1
  (LGD 2-17%)

  JPY11,454 (US$ 142.23) million Senior Secured Term Loan A due
  10/3/2016, Ba1 (LGD 2-21%) (To be withdrawn after the
  transaction closes)

  CAD82.7 (US $83) million Senior Secured Term Loan A due
  10/3/2016, Ba1 (LGD 2-17%)

  US$575 million Senior Secured Term Loan B due 10/3/2018, Ba1
  (LGD 2-17%)

  US$790 million Senior Secured Term Loan B due 10/03/2018, Ba1
  (LGD 2-21%) (To be withdrawn after the transaction closes)

  US$400 million 5.625% Senior Unsecured Global Notes due
  07/15/2013, B1 (LGD 5-72%) (To be withdrawn after the
  transaction closes)

  US$400 million 7.875% Gtd. Global Unsecured Notes due
  06/15/2017, B1 (LGD 5-72%) (To be withdrawn after the
  transaction closes)

  US$750 million 8.125% Senior Global Unsecured Notes due
  09/15/2019, B1 (LGD 5-72%)

  US$750 million 8.375% Senior Global Unsecured Notes due
  09/15/2021, B1 (LGD 5-72%)

  US$450 million 6.875% Senior Global Unsecured Notes due
  07/15/2033, B1 (LGD 5-72%)

The rating outlook is stable.

Diversey Co., Ltd. (Japan)

  JPY6,400 million (USD $80 million) JPY Term Loan A due
  10/3/2016, Ba1 (LGD 2-17%)

Sealed Air B.V. and Diversey Europe B.V.

  EUR55.8 (US$ 71.65) million Senior Secured Term Loan A due
  10/03/2016, Ba1 (LGD 2-17%)

  EUR300 (US$ 385.35) million Senior Secured Term Loan B due
  10/03/2018, Ba1 (LGD 2-21%) (To be withdrawn after transaction
  closes)

Sealed Air B.V.

  EUR175 million Senior Secured Term Loan B due 10/3/2018, Ba1
  (LGD 2-17%)

The ratings are subject to the receipt and review of thee final
documentation.

Ratings Rationale

The Ba3 corporate family rating reflects the company's scale (as
measured by revenue), wide geographic exposure and low customer
concentration of sales. Sealed Air has a track record of
successful innovation and continues to invest in R&D. The company
is also an industry leader in certain segments. The company's
customer base is highly diverse, with no single customer
representing more than 5% of its 2010 net sales. Sealed Air has
maintained long-term relationships with many of its top customers
and has a significant base of equipment installed on the
customers' premises. Approximately 50% of sales are from food and
food processing related end markets. The company also has
sufficient liquidity.

The rating is constrained by weakness in certain credit metrics, a
disparate product line and the concentration of sales in cyclical
and event risk prone segments. The rating is also constrained by
the significant competition in the fragmented market, some
commoditized products, the mixed contract and cost pass through
position, and uncertainty of the timing of the asbestos related
liability and related tax refunds.. Despite an overlap in
customers and distribution channels, Diversey's product line is
substantially different from Sealed Air's. Sealed Air has a
significant exposure to cyclical and event risk prone end markets
(protective packaging and meat). All of the company's segments
operate in competitive and fragmented markets and will need to
continue to develop new products and innovate in order to maintain
their competitive advantage as many innovations eventually may be
copied.

The rating outlook is stable. The stable outlook is predicated
upon the maintenance of a sufficient cash balance to cover a
significant portion of the asbestos-related liability, timely
integration of the Diversey acquisition and management's stated
commitment to dedicate free cash flow to debt reduction over the
intermediate term. The stable outlook is also predicated upon the
maintenance of strong liquidity and stability in the competitive
and operating environment.

The ratings could be downgraded if there is deterioration in
credit metrics or the operating and competitive environment.
Sealed Air will also need to maintain adequate liquidity including
sufficient cash on hand to cover a significant portion the
asbestos related liability and daily cash needs, sufficient
availability under the revolver, and adequate cushion under
financial covenants. Specifically, the rating could be downgraded
if debt to EBITDA remains above 5.3 times, EBIT interest coverage
declines below 2.0 times, free cash flow to debt declines below
the mid-single digits, and/or the EBIT margin declines below 10%.

The ratings could be upgraded if Sealed Air sustainably improves
credit metrics within the context of a stable operating and
competitive environment. Sealed Air will also need to maintain
adequate liquidity including sufficient cash on hand to cover
daily cash needs and a significant portion of the asbestos related
liability, sufficient availability under the revolver, and
adequate cushion under financial covenants. Specifically, the
ratings could be upgraded if debt to EBITDA declines below 4.6
times (including the asbestos related liability), EBIT interest
coverage rises above 3.0 times, free cash flow to debt increases
above 8%, and/or the EBIT margin rises above 12.5%.

The principal methodology used in rating Sealed Air Corp. was the
Global Packaging Manufacturers: Metal, Glass, and Plastic
Containers Industry Methodology published in June 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


SEALED AIR: S&P Gives 'BB-' Rating on Proposed $850-Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
and '4' recovery rating to Sealed Air's proposed $850 million
notes to be issued in two tranches with eight- and 10-year
maturities. The company will use proceeds from the notes issuance,
along with cash in hand, to refinance its outstanding 5.625%
senior notes due 2013 and 7.875% senior notes due 2017.

"We also assigned a 'BB' issue rating and a '2' recovery rating to
Sealed Air's proposed $800 million senior secured term loan B due
2018. In addition, we assigned a 'BB' issue rating and a '2'
recovery rating to the company's proposed $80 million Japanese
term loan A due 2016. Sealed Air Japan Holdings G.K. and Sealed
Air Japan Ltd. are borrowers under the Japanese yen-denominated
term loan A. Likewise, Sealed Air Corp. and Cryovac Inc. are
borrowers under the U.S. dollar-denominated tranche of the term
loan B. Sealed Air B.V., Sealed Air Netherlands Holdings BV, and
Diversey Europe BV Netherlands are borrowers under the Euro
denominated tranche of the term loan B. The company will use term
loan proceeds along with $300 million in estimated net proceeds
from the sale of the Diversey operations in Japan to refinance $1
billion in existing term loan B and the existing $121 million
Japanese term loan A," S&P said.

"We also affirmed all existing ratings on the company, including
the 'BB-' corporate credit rating. The recovery rating on the
secured debt remains unchanged at '2', indicating our expectation
of substantial (70%-90%) recovery of principal and interest in the
event of payment default. The recovery rating on the unsecured
debt remains '4', indicating our expectation of an average (30%-
50%) recovery in the event of payment default," S&P said.

"The ratings on Sealed Air Corp. reflect the company's strong
business risk profile and aggressive financial risk profile,
including the increased debt leverage resulting from its $4.7
billion acquisition of Diversey Holdings Inc. in October 2011,"
said credit analyst Liley Mehta.

"The outlook is stable. During the next few years, we expect
Sealed Air to use discretionary cash flow primarily for debt
reduction until credit measures strengthen to appropriate levels.
We believe Sealed Air should be adequately positioned to make the
asbestos-related settlement payment if Grace exits bankruptcy in
2013 or later. Given the uncertainties related to timing and
resolution of the asbestos settlement payment, we have not
factored in a potential tax refund (the amount and timing of which
are uncertain and subject to IRS review) and resultant debt
reduction in our scenario," S&P said.

"We could lower the ratings if earnings deteriorate materially
from current levels -- owing to a deeper recession in Europe --
causing adjusted leverage to remain at or above 5x on a sustained
basis and FFO-to-total debt to remain below 10% without prospects
for recovery. This could occur if revenues declined by 5% or more,
and operating margins declined by 100 basis points or more from
current levels," S&P said.

"The potential upside to the rating is limited in the next 12
months. We could raise the rating thereafter if Sealed Air further
improves its sales growth and profitability, and boosts its credit
measures and financial flexibility. We could raise the ratings if
credit measures strengthen more than we expect, with Sealed Air
achieving and maintaining FFO-to-total adjusted debt in the 15% to
20% after paying the asbestos-related settlement," S&P said.


SHERIDAN GROUP: Reports $278,600 Net Income in Third Quarter
------------------------------------------------------------
The Sheridan Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $278,660 on $65.81 million of net sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$963,225 on $67.01 million of net sales for the same period during
the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $97,642 on $200.76 million of net sales, as compared to
a net loss of $7.21 million on $200.20 million of net sales for
the same period a year ago.

The Company reported a net loss of $8.96 million in 2011, compared
with a net loss of $5.94 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$206.51 million in total assets, $177.24 million in total
liabilities, and $29.27 million in total stockholders' equity.

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

                        http://is.gd/2rt86g

                      About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

                           *    *     *

As reported by the TCR on Sept. 16, 2011, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hunt
Valley, Md.-based printing company The Sheridan Group Inc. to
'CCC+' from 'B-'.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."

In the April 2, 2011, edition of the TCR, Moody's Investors
Service lowered the corporate family and probability of default
ratings for The Sheridan Group, Inc., to B3 from B2 and to Caa1
from B3, respectively.   Moody's believes that Sheridan will be
able to service its debt, but the proposed capital structure
affords the company with minimal ability to reduce leverage given
expectations for modest free cash flow available for debt
reduction and weak growth prospects.


SL6 LLC: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------
The Hon. William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah dismissed the Chapter 11 case of S.L.6, L.L.C.

SL6 filed a Chapter 11 plan early this year.  But the Debtor and
Zions First National Bank, N.A., had a stipulation providing
that if a sale on the Debtor's real property was not closed by
May 4, 2012, the automatic stay will be terminated to allow Zions
Bank to pursue its state law foreclosure rights on its trust
deeds.  Zions is owed $15.35 million on development loans.

                           About SL6 LLC

SilverLake at Eagle Mountain is a master planned residential
community.  As of the bankruptcy filing, the Debtor owned over 30
remaining fully improved single-family lots in SilverLake at Eagle
Mountain, as well as 1,800 paper lots on ‹¨«265.98 acres.

S.L.6 L.L.C. filed for Chapter 11 bankruptcy (Bankr. D. Utah Case
No. 11-34911) on Oct. 13, 2011.  Judge William T. Thurman presides
over the case.  Douglas J. Payne, Esq., Gary E. Jubber, Esq., and
Peter W. Billings, Esq., at Fabian & Clendenin, in Salt Lake City,
serve as the Debtor's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts.

The Debtor's Plan contemplates the sale of the real property
located in Eagle Mountain, Utah County, Utah known as the
SilverLake at Eagle Mountain subdivision.  The Plan said that
instead of hiring a broker, members of the Debtor have utilized
their knowledge of real estate developers in Utah to approach
potential interested buyers.  If unable to sell by the deadline,
the Debtor would convey the property to Zions First National Bank,
N.A., which is owed $15.35 million on development loans.

The property is encumbered by substantial liens evidenced by trust
deeds in favor of Zions Bank.  Zions filed a lift stay motion in
January


SMARTHEAT INC: Disagrees With NASDAQ Delisting Determination
------------------------------------------------------------
SmartHeat Inc. (HEAT) received notification from the NASDAQ
Listing Qualifications Hearings Panel that it affirmed the
determination made by the staff of the NASDAQ's Listing
Qualifications Department to delist the company's shares of common
stock from the NASDAQ Stock Market.  As a result, the company's
shares of common stock, which were subject to a trading halt since
May 30, 2012, have been suspended from the NASDAQ Stock Market
effective at the open of business on Nov. 9, 2012.

The company anticipates that its shares of common stock will be
eligible for quotation on the OTCQB.

On May 30, 2012, NASDAQ halted trading in shares of the company's
common stock pending NASDAQ's request for additional information
from the company with respect to the restructuring of its board
and management and its entry into a secured revolving credit
facility.  The Company provided NASDAQ with additional information
and clarification with respect to these matters, our business
operations and financial condition, as requested.

On Aug. 23, 2012, the company received a notice which stated that
"the staff has determined to apply more stringent criteria," to
the company and, accordingly, to delist the company's securities
pursuant to the staff's broad discretionary authority under
Listing Rule 5101.  The staff in its letter stated that it has
concerns "regarding the company's solvency, viability, operational
structure and suitability for listing."

The company strongly disagrees with the delisting determination
made by NASDAQ's staff and the panel.  The company intends to file
an appeal of the panel's determination with the NASDAQ Listing and
Hearing Review Council.  The appeal will not stay the suspension
set for Nov. 9, 2012.

The company's board of directors urges its stockholders to vote
"FOR" all of the proposals to be voted on at the company's annual
meeting to be held in Hong Kong on Dec. 11, 2012, demonstrating
their support of the company in its appeal with the listing
council.

                       About SmartHeat Inc.

Founded by James Jun Wang, a former executive at Honeywell China,
SmartHeat Inc. -- http://www.smartheatinc.com/-- is a U.S.
company with its primary operations in China. SmartHeat is a
market leader in China's clean technology energy savings industry.
SmartHeat manufactures heat exchangers, custom plate heat
exchanger units (PHE Units), heat meters and heat pumps.
SmartHeat's products directly address air pollution problems in
China where massive coal burning for cooking and heating is the
only source of economical heat energy in China.  With broad
product applications, SmartHeat's products significantly reduce
heating costs, increase energy use and reduce air pollution.
SmartHeat's customers include global Fortune 500 companies,
municipalities and industrial/residential users.  China's heat
transfer market is currently estimated at approximately $2.4
billion with double-digit annual growth according to the China
Heating Association.


SMART ONLINE: Incurs $1.1-Mil. Net Loss in Third Quarter
--------------------------------------------------------
Smart Online, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.1 million on $140,037 of revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$1.2 million on $115,089 of revenues for the same period last
year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $3.2 million on $417,293 of revenues, compared with a
net loss of $3.0 million on $364,898 of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.9 million
in total assets, $27.8 million in total liabilities, and a
stockholders' deficit of $25.9 million.

During the three and nine months ended Sept. 30, 2012, and 2011,
the Company incurred net losses as well as negative cash flows and
had deficiencies in working capital.  These factors indicate that
the Company may be unable to continue as a going concern.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2011.

A copy of the Form 10-Q is available at http://is.gd/0Rj0yq

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides website and mobile consulting services to not-for-
profit organizations and businesses.


SOLAR TRUST: Creditors Challenge German Parent's $211MM Claim
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Solar Trust of
America LLC's unsecured creditors on Friday sued to evade $211
million of claims filed in the defunct solar developer's
bankruptcy by its German parent Solar Millennium AG.

In an adversary suit filed in Delaware bankruptcy court, the
official committee of unsecured creditors says Solar Millennium
and two subsidiaries are asserting a smorgasbord of claims against
Solar Trust, but none of them hold up to scrutiny, according to
Bankruptcy Law360.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC committed to provide a postpetition
secured credit facility and has expressed an interest in serving
as stalking horse purchaser for certain of the Debtors' assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.

In July 2012, NextEra Energy Inc. received formal authority to buy
the unfinished 1,000-megawatt facility in Blythe, California,
owned by Solar Millennium Inc.  NextEra is paying $10 million in
cash plus as much as $40 million when the project is finished.

The Delaware Bankruptcy Court also approved selling the 500-
megawatt project under development in Desert Center, California,
to BrightSource Energy Inc. for a price that may reach about
$30 million.


SOUTH FRANKLIN CIRCLE: Combined Plan, Disclosure Hearing on Dec. 3
------------------------------------------------------------------
Bankruptcy Judge Pat E. Morgenstern-Clarren set Dec. 3 at 8:30
a.m. as the hearing date to approve the disclosure statement and
confirm the prepackaged plan of reorganization filed by South
Franklin Circle.

South Franklin is currently operating under financing orders
issued by the Court on Oct. 26.  Specifically, the Court signed on
an agreed order permitting South Franklin to use cash tied to its
prepetition loans.  The Court also permitted South Franklin to
borrow up to $250,000 under a DIP facility from Judson, the
operator of the retirement facility, on an interim basis.  Judson
has committed to provide up to $1 million in DIP loans.

The prepetition lenders are KeyBank National Association, as
administrative agent and as a lender; PNC Bank, N.A.; JPMorgan
Chase Bank, N.A.; The Huntington National Bank; and Sovereign
Bank, N.A.  The Prepetition Secured Lenders other than Sovereign
Bank have consented to the use of cash collateral.

Pursuant to the Agreed Order, KeyBank and the Prepetition Lenders
permit the Debtor to use, for the period beginning on the Petition
Date through the earlier of the effective date of the Debtor's
plan of reorganization, or Dec. 31, 2012, Cash Collateral
according to a budget prepared by the Debtor.

The Lenders, however, require the Debtor to obtain, on or before
Dec. 14, an order from the Court confirming the Debtor's plan of
reorganization.  Otherwise, they may terminate the use of cash
collateral.

To secure the Debtor's obligations under the DIP facility, Judson
is granted (i) a second priority lien and security interest in the
Debtor's assets; and (ii) a superpriority administrative claim
under 11 U.S.C. Section 364(c)(1), which Junior DIP Security
Interest and Judson Superpriority Claim will be subordinate in all
respects to the replacement liens and superpriority claims granted
to KeyBank for the benefit of the Prepetition Secured Lenders as
adequate protection against any diminution in value of Prepetition
Collateral resulting from the Debtor's use of Cash Collateral, or
otherwise.

Judson won't charge interest or other fees.

The DIP Financing will become immediately due and payable on the
earliest of (a) the date a Reorganization Plan confirmed in the
Chapter 11 Case becomes effective, (b) the date on which an Event
of Default occurs; or (c) March 31, 2013.  In the event that loans
under the DIP Credit Agreement are not satisfied in full by the
Maturity Date, the 2013 obligation of Judson to KeyBank as
administrative agent to the Prepetition Secured Lenders, if any,
to provide up to $2,800,000 annually to the Debtor pursuant to a
Credit Support Agreement dated Oct. 25, 2007, will be reduced
dollar-for-dollar in the amount of this shortfall.

The Court was slated to hold a final hearing Nov. 13 on the use of
cash collateral and approval of DIP financing.

                              The Plan

As reported by the Troubled Company Reporter on Oct. 31, the
bankruptcy plan is designed to reduce secured debt by 40%.  The
general unsecured claimants and equity holders are unaffected
by the Plan.

Under the Plan, the Debtor will replace its $106 million secured
debt with a new bond and term note of $66.75 million, of which
$17.75 million will be subordinated long term debt.

The proposed plan is supported by the required majority of secured
lenders.  The secured lenders will receive a combination of cash
and the new term note debt.  The source of cash will be the net
proceeds of $41 million in new bonds to be issued by the County of
Geauga, Ohio.  Hamlin Capital Management LLC is the bondholder
representative.

Residents won't be affected by the restructuring as membership
agreements will be honored.  Each resident pays a one-time
entrance fee, ranging from $251,000 to about $566,000, and monthly
service fees that range from $2,416 to $3,623.

If the Plan is consummated, the Debtor may enter into a $550,000
exit facility credit agreement.  The exit facility will be funded
by clients of Hamlin.

                    About South Franklin Circle

South Franklin Circle, a nonprofit continuing-care retirement
community, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No.
12-17804) on Oct. 24, 2012, with a prepackaged Chapter 11 plan.
The Debtor owns a 239-unit retirement community in Bainbridge
Township, Ohio.  About 53% of the 199 independent-living units and
more than half of the 40 assisted-living units are occupied.

Bankruptcy Judge Pat E. Morgenstern-Clarren oversees the case.
The Debtor has tapped McDonald Hopkins LLC as bankruptcy counsel,
Schneider, Smeltz, Ranney & LaFond, P.L.L., as special counsel,
Aurora Management Partners, Inc., for staffing services and the
firm's Jay P. Auwerter as interim restructuring officer.

The Debtor disclosed assets of $167.2 million and debt of $166.3
million.

KeyBank, the DIP agent, is represented in the case by:

          Alan R. Lepene, Esq.
          Curtis L. Tuggle, Esq.
          Scott B. Lepene, Esq.
          THOMPSON HINE LLP
          3900 Key Center
          127 Public Square
          Cleveland, OH 41114
          Fax: (216) 566-5800
          Tel: (216) 566-5500


SOUTH FRANKLIN CIRCLE: Employs Schneider as Corporate Counsel
-------------------------------------------------------------
The Bankruptcy Court has authorized South Franklin Circle to
employ Schneider, Smeltz, Ranney & LaFond, P.L.L., as special
corporate counsel.

Schneider has served as the Debtor's corporate counsel since the
Debtor's inception in 2004.  Since that time it has provided a
wide variety of legal services to the Debtor, including services
related to the Debtor's acquisition of real property, the
financing and construction of the Debtor's retirement community in
Bainbridge Township, Geauga County, Ohio, and the general
corporate matters of the Debtor.

The Debtor tapped Schneider to perform the services that will be
necessary during the chapter 11 case.

The firm's professionals presently expected to have substantial
involvement in providing services to the Debtor and their hourly
rates are:

          Professional               Position    Hourly Rate
          ------------               --------    -----------
          James D. Vail              Partner         $302
          Kenneth J. Laino           Partner         $302
          Jonathon Z. Wilbur         Associate       $162
          Todd K. Masuda             Associate       $154

In connection with the prepetition retention of the Debtor,
Schneider received $50,000 as a retainer.  Estimated fees and
expenses of $24,970 were incurred by Schneider for services
provided to the Debtor through the Petition Date.  Schneider
applied the retainer to the Prepetition Fees and Expenses.  As of
the Petition Date, Schneider is holding a retainer in the amount
of $25,029 as an advance against expenses incurred.

Schneider attests it has no connection with the Debtor, its
creditors, the United States Trustee, any person employed in the
Office of the United States Trustee, or any other party with an
interest in the chapter 11 case or its respective attorneys and
accountants.

                    About South Franklin Circle

South Franklin Circle, a nonprofit continuing-care retirement
community, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No.
12-17804) on Oct. 24, 2012, with a prepackaged Chapter 11 plan.
The Debtor owns a 239-unit retirement community in Bainbridge
Township, Ohio.  About 53% of the 199 independent-living units and
more than half of the 40 assisted-living units are occupied.

Bankruptcy Judge Pat E. Morgenstern-Clarren oversees the case.
The Debtor has tapped McDonald Hopkins LLC as bankruptcy counsel,
Schneider, Smeltz, Ranney & LaFond, P.L.L., as special counsel,
Aurora Management Partners, Inc., for staffing services and the
firm's Jay P. Auwerter as interim restructuring officer.

The Debtor disclosed assets of $167.2 million and debt of $166.3
million.

KeyBank, the DIP agent, is represented in the case by Alan R.
Lepene, Esq., Curtis L. Tuggle, Esq., and Scott B. Lepene, Esq.,
at Thompson Hine LLP.


SOUTH FRANKLIN CIRCLE: Hiring McDonald Hopkins as Counsel
---------------------------------------------------------
South Franklin Circle sought and obtained approval from the Court
to employ McDonald Hopkins LLC as its bankruptcy counsel.

McDonald Hopkins is a full-service law firm with more than 130
attorneys.  Its principal office is located in Cleveland, Ohio.

McDonald Hopkins will charge the Debtor for legal services on an
hourly basis in accordance with McDonald Hopkins' ordinary and
customary hourly rates.  The current hourly rates charged by the
firm's professionals and paraprofessionals are:

          Billing Category                  Range
          ----------------                  -----
          Members                        $315 - $690
          Of Counsel                     $330 - $650
          Associates                     $200 - $380
          Paralegals                     $155 - $255
          Law Clerks                      $40 - $125

Prior to the bankruptcy filing, the Debtor provided to McDonald
Hopkins a "replenishing" retainer in the aggregate amount of
$60,000, which was later increased.  During the 12 months prior to
the Petition Date, the Debtor paid McDonald Hopkins a total of
$466,975.  As of the Petition Date, McDonald Hopkins holds a
retainer of $92,864.

McDonald Hopkins attests it (a) does not have any connection with
the Debtor, the Court, the United States trustee, any person
employed in the Office of the United States Trustee, or its
respective attorneys and accountants; (b) is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code; and (c) does not hold any interest materially
adverse to the Debtor or its estate.

                    About South Franklin Circle

South Franklin Circle, a nonprofit continuing-care retirement
community, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No.
12-17804) on Oct. 24, 2012, with a prepackaged Chapter 11 plan.
The Debtor owns a 239-unit retirement community in Bainbridge
Township, Ohio.  About 53% of the 199 independent-living units and
more than half of the 40 assisted-living units are occupied.

Bankruptcy Judge Pat E. Morgenstern-Clarren oversees the case.
The Debtor has tapped McDonald Hopkins LLC as bankruptcy counsel,
Schneider, Smeltz, Ranney & LaFond, P.L.L., as special counsel,
Aurora Management Partners, Inc., for staffing services and the
firm's Jay P. Auwerter as interim restructuring officer.

The Debtor disclosed assets of $167.2 million and debt of $166.3
million.

KeyBank, the DIP agent, is represented in the case by Alan R.
Lepene, Esq., Curtis L. Tuggle, Esq., and Scott B. Lepene, Esq.,
at Thompson Hine LLP.


SOUTH FRANKLIN CIRCLE: Aurora's AuWerter as Restructuring Officer
-----------------------------------------------------------------
South Franklin Circle received the green light from the Court to
employ Aurora Management Partners, Inc. and designate Jay P.
"Chip" AuWerter as Interim Restructuring Officer for the Debtor.

Prior to the Petition Date, Mr. AuWerter has worked closely with
the Debtor's management and other professionals and has become
well-acquainted with the Debtor's operations, debt structure,
business and related matters.  Accordingly, he has developed
significant relevant experience and expertise regarding the Debtor
that will assist him in providing effective and efficient services
in the chapter 11 case.

Mr. AuWerter is a Managing Director of Aurora and has worked with
management teams, creditors, and boards of directors in all
aspects of distressed businesses and financial restructuring.  Mr.
AuWerter's notable engagements include serving as chief
restructuring officer for a large regional full truckload carrier,
serving as interim CEO of a $100 million beauty products company
in bankruptcy, and serving as interim management for a $250
million specialty healthcare service provider.

Prior to his work as a turnaround and restructuring professional,
Mr. AuWerter was Chief Financial Officer for Invacare Corporation,
a $1.5 billion medical products company.  He holds a bachelor's
degree from Lafayette College and an MBA from the Ross School of
Business at the University of Michigan.

The Debtor anticipates that Mr. AuWerter's efforts as Interim
Restructuring Officer will be supported by Patricia Missal.  At
Aurora, Ms. Missal has provided underperforming companies with
financial and operational consulting services, both in and out of
bankruptcy.  With over 20 years of experience in the industry, her
notable engagements include serving as chief operating officer for
a consumer products company, providing an expert report as to the
operational and execution risks in a proposed $1.7 billion merger,
and providing a solvency opinion and valuation report for a
financial guaranty insurance company with $6.3 billion in assets.

The Debtor will pay $5,000 a week for the services of Mr.
AuWerter, as interim restructuring officer; and $2,000 a week for
the services of Ms. Missal for her work to assist the interim
restructuring officer.

Pursuant to the Engagement Letter, the Debtor has agreed to
indemnify Aurora.

In connection with the proposed engagement by the Debtor, Aurora
received a retainer in the aggregate amount of $40,000.  Aurora
will hold the Retainer for application in accordance with the
Engagement Letter; any unearned portion of the Retainer will be
returned to the Debtor upon the termination of the engagement.
Prior to the Petition Date, the Debtor paid Aurora $167,500 in
fees and expenses from March 17, 2012 through the Petition Date,
plus reimbursement for out-of-pocket expenses for such period.

Mr. AuWerter may be reached at:

          Jay P. AuWerter, CTP
          Director
          AURORA MANAGEMENT PARTNERS INC
          600 Superior Ave E Ste 1300
          Cleveland, OH 44114-2654 USA
          Tel: (216) 479-6860
          Fax: (216) 359-0015
          E-mail: jauwerter@auroramp.com

                    About South Franklin Circle

South Franklin Circle, a nonprofit continuing-care retirement
community, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No.
12-17804) on Oct. 24, 2012, with a prepackaged Chapter 11 plan.
The Debtor owns a 239-unit retirement community in Bainbridge
Township, Ohio.  About 53% of the 199 independent-living units and
more than half of the 40 assisted-living units are occupied.

Bankruptcy Judge Pat E. Morgenstern-Clarren oversees the case.
The Debtor has tapped McDonald Hopkins LLC as bankruptcy counsel,
Schneider, Smeltz, Ranney & LaFond, P.L.L., as special counsel,
Aurora Management Partners, Inc., for staffing services and the
firm's Jay P. Auwerter as interim restructuring officer.

The Debtor disclosed assets of $167.2 million and debt of $166.3
million.

KeyBank, the DIP agent, is represented in the case by Alan R.
Lepene, Esq., Curtis L. Tuggle, Esq., and Scott B. Lepene, Esq.,
at Thompson Hine LLP.


SOUTHERN AIR: KCC Approved as Administrative Agent
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Southern Air Holdings, Inc., et al., to employ Kurtzman Carson
Consultants LLC as administrative agent.  The Debtors earlier won
approval to hire KCC as claims and noticing agent.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

Roberta DeAngelis, U.S. Trustee for Region 3, notified the Court
that she was unable to form an official committee of unsecured
creditors due to insufficient response to the U.S. Trustee's
communication/contact  for service on the committee.


SOUTHERN AIR: Creditors Have Until Nov. 28 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
Nov. 28, 2012, at 8 p.m. (Eastern Time) as the deadline for any
individual or entity to file proofs of claim against Southern Air
Holdings, Inc., et al.

The Court also set March 27, 2013, at 8 p.m. as the deadline for
governmental entities to file claims.

Proofs of claim must be filed with the Debtors' official claims
agent:

         Southern Air Claims Processing Center
         c/o Kurtzman Carson Consultants LLC
         2335 Alaska Avenue
         El Segundo, CA 90245

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

Roberta DeAngelis, U.S. Trustee for Region 3, notified the Court
that she was unable to form an official committee of unsecured
creditors due to insufficient response to the U.S. Trustee's
communication/contact  for service on the committee.


SOUTHWIND HOSPICE: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southwind Hospice, Inc.
        496 Yucca Lane
        Pratt, KS 67124

Bankruptcy Case No.: 12-23053

Chapter 11 Petition Date: November 9, 2012

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

Judge: Dale L. Somers

Debtor's Counsel: Edward J. Nazar, Esq.
                  REDMOND & NAZAR, LLP
                  245 North Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610
                  E-mail: ebn1@redmondnazar.com

Scheduled Assets: $1,447,993

Scheduled Liabilities: $2,727,546

A copy of the Company's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ksb12-23053.pdf

The petition was signed by Ginger Goering, executive director.


SPANISH BROADCASTING: Incurs $2.42-Mil. Net Loss in 3rd Quarter
---------------------------------------------------------------
Spanish Broadcasting System, Inc., reported a net loss applicable
to common stockholders of $2.42 million on $35.88 million of net
revenue for the three months ended Sept. 30, 2012, compared with
net income applicable to common stockholders of $6.30 million on
$36.41 million of net revenue for the same period during the prior
year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss applicable to common stockholders of $11.35 million on
$102.58 million of net revenue, as compared to net income
applicable to common stockholders of $10.09 million on $102.81
million of net revenue for the same period a year ago.

"During the third quarter, we continued to focus on strengthening
our multi-media assets while prudently controlling our expenses,"
commented Raul Alarcon, Jr., Chairman and CEO.  "We continued to
experience an uneven advertising environment, primarily in our
radio division, although we were able to generate increases in our
barter, national and interactive sales.  In our television
segment, we achieved positive station operating cash flow in line
with our plan, reflecting healthy growth in our revenues and a
substantial reduction in our expenses.  We are committed to
achieving ongoing operating profitability at our television
operations going forward.  Looking ahead, we remain very
optimistic about our outlook given the strength of our assets and
our audience reach, combined with the growing interest among
advertisers in reaching the fast-growing Hispanic population."

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

                        http://is.gd/oly6eB

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at June 30, 2012, showed $466.74
million in total assets, $418.02 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock, and a $43.63 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SPIRIT FINANCE: Files Form 10-Q, Incurs $49.8MM Net Loss in Q3
--------------------------------------------------------------
Spirit Realty Capital, Inc., formerly Spirit Finance Corp., filed
with the U.S. Securities and Exchange Commission its quarterly
report on Form 10-Q disclosing a net loss of $49.85 million on
$70.67 million of total revenues for the three months ended
Sept. 30, 2012, compared with a net loss of $21.22 million on
$68.96 million of total revenues for the same period during the
prior year.

The Company reported a net loss of $71.04 million on
$211.05 million of total revenues for the nine months ended Sept.
30, 2012, compared with a net loss of $45.55 million on $205.12
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $3.20
billion in total assets, $1.98 billion in total liabilities and
$1.22 million in total stockholders' equity.

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

                        http://is.gd/Ro981n

                       About Spirit Finance

Spirit Finance Corporation, headquartered in Phoenix, Arizona, is
a REIT that acquires single-tenant, operationally essential real
estate throughout United States to be leased on a long-term,
triple-net basis to retail, distribution and service-oriented
companies.

                           *     *     *

As reported by the TCR on Oct. 9, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Spirit Realty
Capital Inc. (Spirit) to 'B' from 'CCC+' and revised our outlook
on the company to stable from developing.  "The upgrade reflects
Spirit Realty Capital Inc.'s successful completion of an IPO of
its common stock, which raised $465 million of net proceeds," said
credit analyst Elizabeth Campbell.

In the Sept. 15, 2011, edition of the TCR, Moody's Investors
Service affirmed the corporate family rating of Spirit Finance
Corporation at Caa1.

"This rating action reflects Spirit's consistent compliance with
its term loan covenants throughout the downturn (despite
relatively thin cushion at certain times), as well as the recent
debt paydown which, in Moody's view, will help Spirit remain in
compliance within the stated covenant limits going forward."


SPRINGLEAF FINANCE: Incurs $49.9-Mil. Net Loss in Third Quarter
---------------------------------------------------------------
Springleaf Finance Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $49.97 million on $150.11 million of net interest
income for the three months ended Sept. 30, 2012, compared with a
net loss of $49.70 million on $159.82 million of net interest
income for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $141.17 million on $449.37 million of net interest
income, in comparison with a net loss of $164.17 million on
$433.38 million of net interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2012, showed
$15.05 billion in total assets, $13.74 billion in total
liabilities and $1.31 billion in total shareholder's equity.

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

                       http://is.gd/uRRAhy

                    About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.

In the June 5, 2012, edition of the TCR, Moody's Investors Service
downgraded Springleaf Finance Corporation's senior unsecured and
corporate family ratings to Caa1 from B3.  The downgrade reflects
Springleaf's funding constraints and uncertain liquidity outlook,
increased operational stresses, and record of operating losses
since early 2008.


SPRINT NEXTEL: Offering $2.2 Billion of 6% Notes Due 2022
---------------------------------------------------------
Sprint Nextel Corporation filed with the U.S. Securities and
Exchange Commission a free writing prospectus relating to the
issuance of $2,280,000,000 aggregate principal amount of
6.000% Notes due 2022.  The notes will mature on Nov. 15, 2022.

Joint book-running managers of the offering are:

     Merrill Lynch, Pierce, Fenner & Smith Incorporated
     Barclays Capital Inc.
     Citigroup Global Markets Inc.
     Deutsche Bank Securities Inc.
     Goldman, Sachs & Co.
     J.P. Morgan Securities LLC

Credit Suisse Securities (USA) LLC, Scotia Capital (USA) Inc., and
Wells Fargo Securities, LLC, act as senior co-managers.

The Williams Capital Group, L.P., serves as co-manager.

A copy of the free writing prospectus is available at:

                        http://is.gd/EDIcmR

                         About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at Sept. 30, 2012, showed
$48.97 billion in total assets, $40.47 billion in total
liabilities and $8.50 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STANADYNE HOLDINGS: Incurs $3.6-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
Stanadyne Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.66 million on $58.14 million of net sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$1.45 million on $65.06 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 $7.47 million on $195.08 million of net sales,
compared with a net loss of $7.79 million on $185.49 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $367.32
million in total assets, $421.81 million in total liabilities,
$654,000 in redeemable non-controlling interest, and a $55.13
million total stockholders' deficit.

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

                        http://is.gd/JI8O5t

                     About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

                           *     *     *

In January 2011, Moody's Investors Service confirmed Stanadyne
Holdings, Inc.'s Caa1 Corporate Family Rating and revised the
rating outlook to stable.  The CFR confirmation reflects the
remediation of the Stanadyne's previous inability to file
financial statements in accordance with financial reporting
requirements contained in its debt agreements and expectations for
modest continued improvement in operating performance.  Improved
operations, largely the result of positive momentum in key end
markets and restructuring activities, have allowed Stanadyne to
maintain positive funds from operations despite increased cash
interest expense.  The company's $100 million 12% senior discount
notes began paying cash interest in February 2010.

In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


STAR BUFFET: Contested Plan Confirmation Hearing Rescheduled
------------------------------------------------------------
Star Buffet, Inc. disclosed that the United States Bankruptcy
Court for the District of Arizona has rescheduled the contested
confirmation hearing for Dec. 3, 2012, in connection with the
Company's proposed Second Amended Joint Plan of Reorganization
dated Oct. 17, 2012.  The hearing had been scheduled for Oct. 22,
2012.

Based in Arizona, Star Buffet, Inc. filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-27518) on Sept. 28, 2011.
Judge George B. Nielsen Jr. presides over the case.  S. Cary
Forrester, Esq., at Forrester & Worth, PLLC, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.

Summit Family Restaurants Inc. filed a voluntary petition for
reorganization under Chapter 11 on Sept. 29, 2011.  The cases are
being jointly administered.  None of the Company's other
subsidiaries were included in the bankruptcy filing.


STEREOTAXIS INC: Incurs $1.9 Million Net Loss in Third Quarter
--------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.91 million on $11.56 million of total revenue for the three
months ended Sept. 30, 2012, compared with a net loss of
$7.27 million on $8.54 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 $4.92 million on $34.35 million of total revenue,
compared with a net loss of $26.51 million on $30.37 million of
total revenue for the same period a year ago.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $35.17
million in total assets, $50.42 million in total liabilities and a
$15.25 million total stockholders' deficit.

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

                        http://is.gd/WWt1km

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.


STRATEGIC AMERICAN: Incurs $4.6 Million Net loss in Fiscal 2012
---------------------------------------------------------------
Duma Energy Corp., formerly Strategic American Oil, filed with the
U.S. Securities and Exchange Commission its annual report on Form
10-K disclosing a net loss of $4.57 million on $7.16 million of
revenue for the year ended July 31, 2012, compared with a net loss
of $10.28 million on $3.41 million of revenue during the prior
fiscal year.

The Company's balance sheet at July 31, 2012, showed
$25.78 million in total assets, $13.47 million in total
liabilities and $12.30 million in total stockholders' equity.
A copy of the Form 10-K is available for free at:

                        http://is.gd/H9SSek

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.


SURE INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Sure, Inc.
        5 Buford Highway
        Suwanee, GA 30024

Bankruptcy Case No.: 12-77873

Chapter 11 Petition Date: November 5, 2012

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

Debtor's Counsel: G. Scott Buff, Esq.
                  BUFF & CHRONISTER, LLC
                  1790 Atkinson Road, Suite D-200
                  Lawrenceville, GA 30043
                  Tel: (678) 869-5201
                  Fax: (678) 261-1567
                  E-mail: scott@buffandchronister.com

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

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

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

The petition was signed by Natt Nwokolo, president.


TELIK INC: Incurs $1.9-Mil. Net Loss in Third Quarter
-----------------------------------------------------
Telik, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $1.9 million for the three months ended Sept. 30,
2012, compared with a net loss of $2.8 million for the same period
last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $6.2 million, compared with a net loss of $9.5 million for
the same period in 2011.

The Company did not record any revenues for the three and nine
months ended Sept. 30, 2012, or in 2011.  According to the
regulatory filing, future non-product revenues, if any, will
depend upon the extent to which the Company enters into new
collaborative research agreements and the amounts of payments
relating to such agreements.

The Company's balance sheet at Sept. 30, 2012, showed $7.4 million
in total assets, $2.8 million in total liabilities, and
stockholders' equity of $4.6 million.

As of Sept. 30, 2012, the Company had an accumulated deficit of
$546.5 million.

In its report on Telik's financial statements for the year ended
Dec. 31, 2011, Ernst & Young LLP, in San Jose, California said the
Company's recurring losses from operations, available cash, cash
equivalents and investments and accumulated deficit raise
substantial doubt about its ability to continue as a going
concern.

A copy of the Form 10-Q is available at http://is.gd/0c9LQl

Telik, Inc., headquartered in Palo Alto, Calif., was incorporated
in the state of Delaware in October 1988.  The Company is engaged
in the discovery and development of small molecule therapeutics.


TELVUE CORP: Incurs $754,000 Net Loss in Third Quarter
------------------------------------------------------
Telvue Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $754,283 on $1.23 million of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $807,010 on
$1.08 million of revenue for the same period during the prior
year.

For the nine months ended Sept. 30, 2012, the Company recorded a
net loss of $3.33 million on $3.28 million of revenue, compared
with a net loss of $2.42 million on $3.32 million of revenue for
the same period a year ago.

The Company reported a net loss of $3.49 million in 2011, compared
with a net loss of $5.88 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.27 million in total assets, $1.19 million in total liabilities,
$5.10 million in redeemable convertible series A preferred stock,
and a $3.02 million stockholders' deficit.

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

                         http://is.gd/oNfCNa

                      About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.


THOMPSON CREEK: S&P Rates New $350MM Senior Secured Notes 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '1' recovery rating to Thompson Creek Metals Co.'s
US$350 million senior secured notes.

"A '1' recovery rating indicates our expectation of a very high
(90%-100%) recovery in a default scenario. We expect the notes
will rank senior to Thompson Creek's existing and future
subordinated indebtedness. We assume that the proceeds from the
notes will be used for general corporate purposes including:
replacing the company's existing US$300 million senior secured
revolving credit facility and potentially helping to fund the
remaining capital outlays at its Mt. Milligan project in British
Columbia," S&P said.

"At the same time, we lowered our issue level rating on the
company's unsecured debt to 'CCC-' from 'CCC' and revised our
recovery rating on the debt to '6' from '5'. The downgrade and
revised recovery rating reflect the higher amount of priority
claims in the company's pro forma capital structure. A '6'
recovery rating indicates our expectation of a negligible (0%-10%)
recovery in a default scenario," S&P said.

Finally, Standard & Poor's affirmed its 'CCC+' long-term corporate
credit rating on Thompson Creek. The outlook is negative.

"The ratings on Thompson Creek reflect what we view as the
company's highly leveraged financial risk profile, characterized
by a heavy debt burden and less-than-adequate liquidity," said
Standard & Poor's credit analyst George Economou. "We view the
company's business risk profile as vulnerable due to its reliance
on volatile molybdenum prices, which have weakened during a phase
of large capital expenditures; limited operating diversity; and
the capital intensity of its operations," Mr. Economou added.

"Partially offsetting these factors, in Standard & Poor's opinion,
are the company's long reserve life--based on contemporary
molybdenum prices--at Endako, its primary operating mine," S&P
said.

"The negative outlook reflects our view that Thompson Creek's weak
operating margins could drain previously arranged funding sources
set up to support the large capital requirements at Mt. Milligan.
We estimate that, using our base case assumptions, any positive
funds from operations generation in 2013 will be entirely consumed
by the company's planned capital spend, leading to negative free
operating cash flow generation through the remainder of the
development period at Mt. Milligan," S&P said.

"We could lower the ratings further should Thompson's financial
flexibility continue to tighten in the next several quarters due
to a combination of contracting margins and additional capital
spending increases at Mt. Milligan," S&P said.

"A revision to stable is unlikely in the next six-to-eight months,
given the large outlays remaining at Mt. Milligan as well as its
exposure to volatile molybdenum prices. However, one could occur
if Mt. Milligan reaches key milestones on time and on budget and
if molybdenum prices increase sustainably above US$17.00 per
pound, thereby accelerating the upward trajectory in EBITDA
generation in the next year. We estimate that these factors could
return its liquidity position to adequate and lower its adjusted
debt-to-EBITDA leverage ratio to below 5x," S&P said.


TITAN PHARMACEUTICALS: Incurs $8-Mil. Net Loss in Third Quarter
---------------------------------------------------------------
Titan Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss and comprehensive loss of $8.01 million on $1.22
million of total revenue for the three months ended Sept. 30,
2012, compared with a net loss and comprehensive loss of $804,000
on $1.01 million of total revenue for the same period during the
prior year.

For the nine months ended Sept. 30, 2012, the Company recorded a
net loss and comprehensive loss of $14.90 million on $3.85 million
of total revenue, in comparison with a net loss and comprehensive
loss of $12.30 million on $2.65 million of total revenue for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$10.74 million in total assets, $37.87 million in total
liabilities, and a $27.13 million total stockholders' deficit.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan's ability to
continue as a going concern.  The independent auditors noted that
the Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.

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

                         http://is.gd/Tll9TZ

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.


THOMPSON CREEK: Incurs $48.2 Million Net Loss in Third Quarter
--------------------------------------------------------------
Thompson Creek Metals Company Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $48.2 million on $74.9 million of total
revenues for the three months ended Sept. 30, 2012, compared with
net income of $45.6 million on $154.8 million of total revenues
for the same period during the prior year.

The Company reported a net loss of $61.9 million on $302 million
of total revenues for the nine months ended Sept. 30, 2012,
compared with net income of $291.3 million on $552.4 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$3.61 billion in total assets, $1.71 billion in total liabilities
and $1.90 billion in shareholders' equity.

Kevin Loughrey, Chairman and chief executive officer of Thompson
Creek, said, "Although our financial results continued to be
negatively impacted in the third quarter and first nine months of
2012 for the reasons discussed above, I am pleased to report that
we have achieved higher production and lower costs for the third
quarter of 2012, as compared to the second quarter of 2012.  Total
production for the third quarter of 2012 was 6.1 million pounds of
molybdenum, compared to 4.1 million pounds in the second quarter
of 2012, an increase of 49%.  Weighted-average cash costs for the
third quarter of 2012 were $9.46 per pound, compared to $14.57 per
pound in the second quarter of 2012, a decrease of 35%.  We
anticipate that the previously announced revised mine plans for
the Endako and Thompson Creek mines, as well as our other ongoing
initiatives, will continue to increase production and lower costs
and enable us to meet our 2012 updated production and cash cost
guidance."

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

                        http://is.gd/B3PFbn

                     Chairman and CEO to Retire

Thompson Creek announced that its Chairman and Chief Executive
Officer, Kevin Loughrey, has informed the Board of Directors of
the Company of his desire to retire within the next 18 months,
subject to a suitable successor being identified by the Board.
Mr. Loughrey plans to continue in his current role until a
replacement is named and to remain with the Company in any
capacity necessary following his retirement to ensure a stable
transition.

"It has been a great privilege to lead this organization, and to
work with so many talented individuals," commented Mr. Loughrey.
"I am so proud of what we have accomplished as a Company during my
tenure and I am confident in the Company's future.  I look forward
to working with the Board of Directors on the transition to new
leadership."

Timothy Haddon, the Lead Director of the Company's Board of
Directors, said, "We are sorry to see Mr. Loughrey retire, but are
happy he plans to be here through the start-up of the Company's
new Mt. Milligan copper-gold mine, and are grateful for his
leadership and dedication to the Company."

Mr. Loughrey, 62, has been Chairman and Chief Executive Officer of
the Company since 2006.  Under Mr. Loughrey's leadership, the
Company was listed on the New York Stock Exchange in November 2007
and achieved record revenues of $1 billion in 2008.  Mr. Loughrey
also orchestrated the acquisition of Terrane Metals Corp. in 2010,
taking the Company from a pure molybdenum producer to a
diversified base metals company.

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TRANS ENERGY: Provides Update on Marcellus Drilling Program
-----------------------------------------------------------
Trans Energy, Inc., announced production results on the Dewhurst
#110H and Dewhurst #111H in Wetzel County, West Virginia.

30-Day Production Rates Set Company Record

Initial 30-day production rates from the Dewhurst #110H and
Dewhurst #111H averaged 6,765 Mcfe/d and 8,146 Mcfe/d,
respectively.  Both the Dewhurst #110H and Dewhurst #111H produced
at rates significantly higher than the Keaton 1H, previously Trans
Energy's best performing well in the Marcellus, which averaged an
initial 30-day production rate of 5,074 Mcfe/d.

John G. Corp, President of Trans Energy, said, "Results from the
Dewhurst #110H and #111H further validate our strategic position
in the wet gas section of the Marcellus Shale located in Wetzel
County, West Virginia.  Improved execution, combined with enhanced
drilling techniques, drove 30-day production results to record
levels.  As we continue to exploit our position in Wetzel County,
as well as our more than 60,000 gross acres across the Marcellus
Shale, we'll leverage these techniques to further maximize
production results and returns, especially on the Anderson #5H and
Anderson #7H."

The two Dewhurst wellbores are parallel to one another and were
hydraulically stimulated at the same time.  The effective lateral
lengths that were hydraulically stimulated in the Dewhurst #110H
and the Dewhurst # 111H were 3,856 feet and 4,448 feet,
respectively.  In the Keaton 1H well, 4,650 feet of effective
lateral had been hydraulically stimulated.

Two Additional Marcellus Wells Turned into Sales

Trans Energy further reports that it has hydraulically stimulated
the Anderson #5H and Anderson #7H, also located in Wetzel County,
West Virginia.  The Anderson wells were drilled from a nearby pad
and were completed in the same manner as the Dewhurst wells.  The
Anderson wells have been turned into sales and will reach 30 days
online within the next few weeks.  Pending 30-day production
results on the Anderson #5H and the Anderson #7H, Trans Energy
will provide an update on each of these wells.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at June 30, 2012, showed $77.01
million in total assets, $50.76 million in total liabilities and
$26.24 million in total stockholders' equity.


TRANSWITCH CORP: Incurs $3-Mil. Net Loss in Third Quarter
---------------------------------------------------------
TranSwitch Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $3.0 million on $4.8 million of net
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $4.8 million on $6.7 million of net revenues for the
same period a year earlier.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $15.1 million on $12.3 million of net revenues, compared
with a net loss of $10.9 million on $21.9 million of net revenues
for the same period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$18.7 million in total assets, $15.0 million in total liabilities,
and stockholders' equity of $3.7 million.

According to the regulatory filing, the Company has incurred
significant operating losses and has used cash in its operating
activities for the past several years.  "Operating losses have
resulted from inadequate sales levels for the cost structure.  As
of Sept. 30, 2012, the Company has negative working capital of
approximately $4.1 million.  In addition, the Company has
outstanding indebtedness to Bridge Bank under its credit facility
of $0.9 million."

"The Company's current forecast projects that, absent an infusion
of capital, it will be unable to meet its current obligations
through Sept. 30, 2013.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/ZTL4Fg

Shelton, Connecticut-based TranSwith provides innovative
integrated circuit (IC) and intellectual property (IP) solutions
that deliver core functionality for video, voice, and data
communications equipment for the customer premises and network
infrastructure markets.  For the customer premises market, the
Company offers multi-standard, high-speed interconnect solutions
enabling the distribution and presentation of high-definition (HD)
video and data content for consumer electronics applications.




TRIBUNE CO: FCC Staff Recommend Waiver on Ownership Rules
---------------------------------------------------------
Jim Puzzanghera, writing for The Los Angeles Times, reports that
Tribune Co. is close to securing the regulatory approval it needs
to emerge from its long-running bankruptcy.  According to the
report, the staff of the Federal Communications Commission on
Wednesday recommended that the agency grant Tribune waivers of
rules that prohibit the ownership of newspapers and broadcast
stations in the same city.  Tribune needs the waivers for its
cross-ownership of media properties in Los Angeles and four other
markets.  The waivers -- the last major hurdle in the four-year
case -- would be granted Friday as long as none of the five
commissioners raises serious objections, according to a person at
the FCC who wasn't authorized to speak and therefore did not want
to be identified, LA Times says.  No vote is required for the
waivers to take effect.

                         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)


TXU CORP: Bank Debt Trades at 31% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 69.06 cents-on-the-dollar during the week
ended Friday, Nov. 9, an increase of 1.98 percentage points from
the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014, and carries
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 189 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.

The Company has accumulated net losses totaling $6.5 million since
inception.

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

                           About U-Swirl

Henderson, Nev.-based U-Swirl, Inc., U-Swirl, Inc., formerly
Healthy Fast Food, Inc., was incorporated in the state of Nevada
on Nov. 14, 2005.  As of Sept. 30, 2012, the Company owned and
operated six U-Swirl Yogurt cafes.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about U-Swirl's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring losses and lower-than-expected sales.


UC HOLDINGS: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned first time ratings to UC
Holdings, Inc. -- Corporate Family Rating at B3, and Probability
of Default Rating at B3. In a related action, Moody's assigned a
B3 rating to the new $237 million senior secured term loan. UC
Holdings, Inc. is a newly created parent holding company which
will comprise the operations of Diversified Machine Inc. (DMI) and
Concord International, Inc. (operating as SMW Automotive). The new
term loan, along with partial funding under a new $100 million
asset based revolving credit facility (unrated), will be used to
repay the existing bank debt at Diversified Machine and Concord
International. The rating outlook is stable.

DMI and Concord manufacture, cast, machine and assemble fully-
engineered chassis and powertrain components and modules for
leading automotive OEMs and Tier 1 suppliers. Affiliates of
Platinum Equity Advisors, LLC purchased Concord in January 2012.
The current transaction integrates the operations of DMI and
Concord under the new parent holding company in order take
advantage of certain synergistic opportunities that exist between
the companies.

The following ratings were assigned:

UC Holdings, Inc.:

  Corporate Family Rating, B3;

  Probability of Default, B3.

Diversified Machine, Inc. (with Concord International, Inc. and
certain other UC Holdings, Inc. subsidiaries as co-borrowers):

  B3 (LGD4, 53%) to the $237 million senior secured term loan
  facility;

The $100 million asset based revolving credit facility is not
rated by Moody's.

Ratings Rationale

UC Holdings, Inc.'s B3 Corporate Family Rating (CFR) reflects the
ongoing challenges the company faces as it takes actions to
correct underperforming operations at one of DMI's facilities, and
initiates additional synergistic programs at DMI and Concord to
optimize manufacturing footprint, overhead, global purchasing, and
in-sourcing of Concord's casting products. These challenges are
partially mitigated by stronger operating performance and
additional asset coverage the Concord business brings to the
combined companies. While on a pro forma basis management
approximates Debt/EBITDA at about 3.3x, the pro forma adjustments
include certain expected run-rate assumptions and other
adjustments which Moody's believes need to be demonstrated in the
company's performance over the near-term.

Moody's anticipates that the transaction will result in a stronger
competitive position within the automotive casting industry for
the combined operations of DMI and Concord. UC Holdings' products
are found on leading automotive platforms. While UC Holdings'
geographic reach is limited with the vast majority of revenues
generated in North America, this region is currently experiencing
stronger growth compared to other geographies. Yet, UC Holdings
will continue to maintain high customer concentrations with
revenues to the North American operations of the Detroit-3,
exposing the company to the market share risk of these OEMs.

The stable rating outlook reflects the additional profitability
and operational flexibility Concord brings to DMI's operations and
potential synergies to be implemented through the combined
operations to support stronger profitability.

UC Holdings is expected to have an adequate liquidity profile over
the next twelve months supported by the new $100 million asset
based revolving credit facility, and anticipated financial
covenant headroom under the new term loan facility. Borrowings
under the asset based revolver at closing are estimated to be
about $25 million, leaving the remaining unfunded commitment of
about $75 million available, based on expected borrowing base
calculations. The primary financial covenant under revolver will
be a springing fixed charge coverage ratio of 1.0x when
availability falls below the greater of 10% of commitments or $7.5
million for five consecutive days. The financial covenants under
the term loan are expected to include a maximum total leverage
ratio and a minimum interest coverage ratio; both are expected to
have sufficient covenant cushion over the near-term. Moody's
believes UC Holdings will continue to execute actions to correct
operating inefficiencies at its DMI operations and execute
programs to drive synergies between the DMI and Concord
operations. These actions are expected to use cash over the near-
term driving higher revolver usage until their operating benefits
are realized.

The outlook or rating could improve if UC Holdings successfully
demonstrates that the manufacturing issues at certain of DMI
facilities have been cured and the implementation of synergy
programs result in improving profit margins while generating
positive free cash flow. A positive rating action could result if,
absent pro forma adjustments, EBIT margin improves above 6% on an
LTM basis, debt/EBITDA is sustained below 4x, and EBIT/Interest
approaches 2x.

The outlook or rating could be lowered if UC Holdings' cost
improvement actions do not demonstrate a return of operating
performance where EBIT margins approach 5%, if North American
automotive demand deteriorates resulting in EBIT/interest below
1.5x or Debt/EBITDA above 5x, or a deterioration in liquidity.

UC Holdings, Inc. is the parent holding company for the combined
operations of Diversified Machine, Inc. (DMI) and Concord
International, Inc. DMI and Concord manufacture, cast, machine and
assemble fully-engineered chassis and powertrain components and
modules for leading automotive OEMs and Tier 1 suppliers. UC
Holdings, Inc. is a wholly-owned subsidiary of affiliates of
Platinum Equity Advisors, LLC.

The principal methodology used in rating UC Holdings, Inc. was the
Global Automotive Supplier Industry Methodology published in
January 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.


UC HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to UC Holdings Inc. "At the same time, we also
assigned our 'B' issue rating and '4' recovery rating (indicating
our expectation of average [30%-50%] recovery in the event of
payment default) to UC's proposed $237 million term loan. The
borrowers will be Diversified Machine Inc. (DMI, B-/Developing/--)
and Concord International Inc. (SMW, unrated). This transaction is
a result of the pending integration of the two distinct legal
entities under the common private equity sponsor Platinum Equity
Advisors LLC. The existing debt at both companies will be
refinanced," S&P said.

"All ratings are subject to a review of final documentation. At
close of transaction, we expect to withdraw all existing ratings
on DMI," S&P said.

"The ratings on UC reflect our view of the company's 'highly
leveraged' financial profile and 'vulnerable' business profile.
The stable outlook reflects our expectations that UC's leverage,
pro forma for the transaction, would be about 4x or less over the
next 12 months, with more than 15% EBITDA headroom under its
proposed leverage covenant tests," said Standard & Poor's credit
analyst Nishit Madlani. "The financial risk assessment also
reflects our expectation for negative free operating cash flow
prospects over the next 12-18 months following the proposed
integration,  and refinancing. Private equity firm Platinum Equity
Advisors LLC owns UC (and owned both DMI and SMW before this
transaction), and we believe the financial policy will remain
aggressive. The business risk assessment reflects the concentrated
customer mix and limited geographic diversity for the combined
entity amid multiple industry risks facing automotive suppliers,
including volatile demand, high fixed costs, intense competition,
severe pricing pressures, and our expectations that North American
production will continue to rise."

The company manufactures casts and machines and assembles fully
engineered chassis and powertrain components and modules for
mostly U.S.-based automotive original equipment manufacturers
(OEMs) and Tier 1 suppliers.

"Following the refinancing, we expect UC to have a leverage ratio
of about 4x, including our adjustments (primarily, the present
value of operating leases), and we expect it to remain between
3.5x and 4x over the next 12-18 months. Over the longer term, we
assume financial policies will be aggressive, given the
concentrated ownership and the potential for dividend
distributions to owners. Furthermore, we do not expect UC to
generate free cash flow until 2014, given certain plant-specific
operational issues and its need to make investments in new
capacity to meet somewhat higher volumes. The company was formed
by purchasing assets at prices that we think should support
profitable operations. Still, we consider UC's margins sensitive
to future demand, given its high operating leverage. The combined
company has a limited overall track record under new senior
management and Platinum," S&P said.

"DMI has been facing operational issues at its important iron
foundry in Columbus, Ga., as a result of what we assume was
underinvestment in prior years, before the Platinum ownership,
which led to higher-than-expected operating costs because of
excess labor, significant equipment downtime, maintenance, and
upgrade-related activity at that plant. Despite the operational
issues and the ongoing execution risk involved in managing launch
activity over the next two quarters, in our base case we assume
the company's implemented plan and additional investments to
improve plant efficiency and increase capacity will lead to some
margin improvement into 2013," S&P said.

"Over the longer term, we assume improvement in margins will arise
mostly as a result of capacity consolidation, improved purchasing
scale, and larger in-house production capabilities after the
integration. However, synergy-related costs connected to the
integration of various functional areas of the stand-alone
entities would be near-term headwinds for margins. We also will
closely monitor the progress on the execution of common accounting
policies, and internal controls--especially given some information
quality risks stemming from past misstatements in recent restated
audits for SMW," S&P said.

"Our assessment of UC's business risk profile as 'vulnerable'
considers the company's concentrated customer base to be a
significant risk. More than three-fourths of its revenues tie
directly or indirectly to the domestic operations of the U.S.
automakers. These companies are currently all profitable following
multiyear restructurings but have varying track records. Although
vehicle production has recently increased amid the ongoing slow
recovery of U.S. auto demand, future production could remain
highly volatile given the weak economic outlook. Separately, we
believe any significant market share losses for Ford Motor Co.
(BB+/Positive/--), General Motors Co. (BB+/Stable/--), and
Chrysler Group LLC (B+/Stable/--) would hurt UC," S&P said.

"We believe UC has a sizeable market share in its main segments
and has the potential to improve this over the longer term, given
its full-service capabilities across casting and machining for
aluminium and iron. But we believe that the market is still
fragmented. Some competitors are in-house operations of larger
companies or automakers, while others are smaller and more
vulnerable. UC's contracts with its customers appear to provide a
reasonable buffer against raw-material cost increases. This is
critical because volatile raw-material costs had hurt certain
acquired operations under the previous owners. Also, UC has no
pension or postretirement health care obligations, and its union
representation is manageable, in our view. Other positives include
a balanced end-market mix in terms of global program sourcing on
cars as well as light trucks, and the potential to leverage from
the trend toward aluminium-related sourcing from some large
customers.  Although we believe UC has acquired some competitive
technologies and capabilities at attractive prices, we do not
expect the company to have any significant pricing leverage with
its larger and more powerful customer base," S&P said.

"Also, geographic diversity is limited compared with many peers
within the 'B' rating category as most revenues are in North
America and we expect this to be the case in the near future," S&P
said.

"A number of economic indicators remain weak in that end market:
Sales in North America 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 over the next 12-18 months 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," S&P said.

S&P's base-case scenario assumptions for UC's operating
performance over the next two years include:

    Organic revenue growth in the mid-single digits;

    An adjusted EBITDA margin over the next 12-18 months of about
    7%-10%, with most of the improvement in 2014 as a result of
    some integration-related synergies (net of integration-related
    costs) and from actions to address operational inefficiencies
    and lower variable overheads after the completion of certain
    product launches;

    "Negative free cash flow in 2012 and into 2013, given our
    assumptions of increased year-over-year capital expenditure
    requirements to support launch activity coupled with higher
    investments in some of its plants, and integration-related
    cash costs. We expect positive, albeit very modest, cash flow
    generation in 2014 based on the margin improvements," S&P
    said;

    No debt reduction beyond the company's required annual
    amortization; and

    No meaningful dividends to shareholders.

"The stable outlook reflects our expectations that UC's leverage,
pro forma for the transaction, would be about 4x or less over the
next year and that the company will have more than 15% EBITDA
headroom under its proposed leverage covenant tests. But we also
assume the company will not be cash flow positive until 2014," S&P
said.

"We could raise the ratings over the next year if the company
sustainably turns around recent inefficiencies in some of its
plants, with increasing prospects for achieving low double-digit
EBITDA margins. This could lead to a revision of business risk
profile to 'weak' from 'vulnerable.' For an upgrade, we would also
expect the company to generate positive free cash flow and sustain
the ratio of free operating cash flow to debt in the low- to mid-
single digits. Given our current leverage expectations, this would
lead to us revising the financial risk profile to 'aggressive'
from 'highly leveraged,'" S&P said.

"We could lower the ratings if weaker-than-expected operating
performance would lead to adjusted leverage exceeding well above
5x with a reduction in liquidity and increased prospects for
negative free operating cash flow even in 2014. This could occur
if the company increases borrowings under its ABL for meaningfully
higher-than-anticipated investments in upgrading certain
facilities and to fund product-launch-related costs, further
weakening its liquidity. This could also occur if it appears
unlikely for EBITDA margins in 2014 to improve toward our base
case, while revenue growth and working capital performance are
less favorable than we expect," S&P said.


UNIGENE LABORATORIES: Q3 Form 10-Q Delayed Due to Hurricane Sandy
-----------------------------------------------------------------
Unigene Laboratories, Inc., will delay, for a short period, the
filing of its quarterly report on Form 10-Q for the three and nine
months ended Sept. 30, 2012.  This delay is due to the Company's
temporary inability to access its corporate headquarters and
electronic data due to the impact of Hurricane Sandy.  The Company
will file its Form 10-Q on or prior to the anticipated extended
deadline of Nov. 21, 2012.

The Company will be announcing the date and time of a quarterly
earnings conference call for the three and nine months ending
Sept. 30, 2012, during the week of Nov. 12, 2012.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at June 30, 2012, showed $11.69
million in total assets, $77.56 million in total liabilities and a
$65.87 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.

                        Bankruptcy Warning

Under the Company's amended and restated March 2010 financing
agreement with Victory Park Management, LLC, so long as the
Company's outstanding note balance is at least $5,000,000, the
Company must maintain a minimum cash balance equal to at least
$2,500,000 and its cash flow must be at least $2,000,000 in any
fiscal quarter or $7,000,000 in any three consecutive quarters.

"Without additional financing, we will not be able to maintain a
minimum cash balance of $2,500,000, or maintain an adequate cash
flow, in order to avoid default in periods subsequent to
September 30, 2012," the Company said in its quarterly report for
the period ended June 30, 2012.  "As a result, we will be in
default under the financing agreement, which would result in the
full amount of our debt owed to Victory Park becoming immediately
due and payable.  Even if we are able to raise cash and maintain a
minimum cash balance of at least $2,500,000 through the March 2013
maturity date, there is no assurance that the notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Victory Park debt when it comes due.  There can be no
assurance that new financings will be available on acceptable
terms, if at all.  In the event that we default, Victory Park
could retain control of the Company and will have the ability to
force us into involuntary bankruptcy and liquidate our assets."


UNIVERSITY GENERAL: To Restate Second Quarter Financials
--------------------------------------------------------
University General Health System, Inc.'s board of directors, based
on the recommendation of its management, concluded that the
previously issued consolidated financial statements for the
quarter ended June 30, 2012, should not be relied upon because of
errors in accounting for Series C Variable Rate Convertible
Preferred Stock and the related common stock warrants.

The Company anticipates that, at a minimum, it will:

   (i) Restate the accounting of the May 2, 2012, Series C
       Variable Rate Convertible Preferred Stock and the related
       common stock warrants; management has identified embedded
       derivatives within the provisions of the instruments and
       will record such derivatives at fair market value;

  (ii) Account for Series C Variable Rate Preferred Stock in
       temporary equity;

(iii) Account for the increasing rate cumulative dividends on the
       Company's Series C Variable Rate Preferred Stock in
       accordance with SAB 5:Q.

  (iv) Restate the Company's earnings per share disclosures

University General is scheduled to release its third quarter
earnings on Nov. 14 and hold an investor conference call Nov. 15,
2012, to discuss its operating results for the third quarter and
first nine months of 2012, along with other topics of interest.

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at June 30, 2012, showed $127.52
million in total assets, $113.46 million in total liabilities and
$14.05 million in total equity.


UTAH HOUSING: Moody's Cuts Rating on Revenue Bonds to 'Ba2'
-----------------------------------------------------------
Moody's Investors Service has downgraded the rating of Utah
Housing Corporation's Collateralized Mortgage Revenue Bonds (Holly
Haven, Stonehedge I, and Village Square Apartments) Series 2001 to
Ba2 from Baa2. This rating action affects $6,040,000 in
outstanding debt. The outlook is negative.

Summary Rating Rationale

A recent cash flow projection analysis demonstrated
insufficiencies that were more consistent with a lower rating.
Discussions were held between parties of interest and the trustee
regarding the possibility of amending certain provisions in the
legal documents to strengthen cash flow projections, however this
did not come to fruition.

Strengths

* Reasonable probability to achieve break-even reinvestment rate
   to cure cash flow insufficiencies

Challenges

* Near-term forecasted asset-to-debt ratio insufficiency

Outlook

The negative outlook reflects that the program's parity will be
under 100% in the near future and is expected to remain underwater
for an extended period of time.

What Could Change The Rating Up:

  - A material improvement cash flow projections which
    demonstrate stronger bond program performance

What Could Change The Rating Down:

  - Further deterioration of cash flow projection performance

  - Failure to pay debt service

The principal methodology used in this rating was GNMA
Collateralized Multifamily Housing Bonds published in June 2001.


VALENCE TECHNOLOGY: Committee Hires Brinkman Portillo as Counsel
----------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas signed an agreed order authorizing the
retention of Brinkman Portillo Ronk, PC, as counsel to the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Valence Technology, Inc.

Pursuant to the agreement, among other things:

   -- BPR agreed to reduce its hourly attorney fee rates for the
      case by 10%; and

   -- BPR will charge, for each Court hearing appearance attended
      by BPR in person, the amount of time of the hearing plus
      four hours of travel time at 50% of BPR's normal hourly
      rates.

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

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. Berg and
related entities own 44.4% of the shares.  ClearBridge Advisors,
LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the United States Trustee for Region 7 appointed
five creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.


VERENIUM CORP: Files Form 10-Q, Incurs $5.2-Mil. Net Loss in Q3
---------------------------------------------------------------
Verenium Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributed to the Company of $5.25 million on $10.26 million of
total revenue for the three months ended Sept. 30, 2012, compared
with net income attributed to the Company of $5.79 million on
$18.41 million of total revenue for the same period a year ago.

The Company reported net income attributed to the Company of
$22.38 million on $43.18 million of total revenue for the nine
months ended Sept. 30, 2012, compared with net income attributed
to the Company of $8.14 million on $46.94 million of total revenue
for the same period during the previous year.

The Company's balance sheet at Sept. 30, 2012, showed $48 million
in total assets, $14.44 million in total liabilities and $33.55
million in total stockholders' equity.

                         Bankruptcy Warning

"Based on our current cash resources and 2012 operating plan, our
existing cash resources may not be sufficient to meet the cash
requirements to fund our planned operating expenses, capital
expenditures and working capital requirements beyond 2012 without
additional sources of cash.  If we are unable to raise additional
capital, we will need to defer, reduce or eliminate significant
planned expenditures, restructure or significantly curtail our
operations, sell some or all our assets, file for bankruptcy or
cease operations," the Company said in its quarterly report for
the period ended Sept. 30, 2012.

                           Going Concern

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Verenium's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses, has a working capital deficit
of $637,000 and has an accumulated deficit of $600.8 million at
Dec. 31, 2011.

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

                         http://is.gd/ZlRRxK

                        About Verenium Corp

San Diego, Calif.-based Verenium Corporation is an industrial
biotechnology company that develops and commercializes high
performance enzymes for a broad array of industrial processes to
enable higher productivity, lower costs, and improved
environmental outcomes.  The Company operates in one business
segment with four main product lines: animal health and nutrition,
grain processing, oilfield services and other industrial
processes.


VERTIS HOLDINGS: Has Until Dec. 10 to File Schedules & SOFAs
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Dec. 10, 2012, Vertis Holdings Inc., et al.'s time to file
schedules of assets and liabilities, schedules of current income
and expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.

                       About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis again filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

The Debtor tapped Alvarez & Marsal North America to provide the
Debtors with a chief restructuring officer and certain additional
personnel and designating Andrew Hede as C.R.O.  The Court
approved procedures for the bidding, auction and sale of Vertis
Holdings Inc.'s assets.  The Court also approved, on a final
basis, the Debtor's $150 million DIP loan and use of cash
collateral.

Roberta A. DeAngelis, U.S. Trustee for Region 3 appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.


VERTIS HOLDINGS: Taps Alvarez & Marsal to Provide CRO
-----------------------------------------------------
Vertis Holdings Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Alvarez & Marsal
North America, LLC to provide the Debtors a chief restructuring
officer and certain additional personnel, (ii) the designate
Andrew Hede, managing director of A&M, as the Debtors' chief
restructuring officer.

A&M will, among other things:

   a. perform a financial review of the Debtors, including, but
      not limited to, a review and assessment of financial
      information that has been, and that will be, provided by the
      Debtors to their creditors, including, without limitation,
      its short and long-term projected cash flows;

   b. assist with the identification and implementation of short-
      term cash management procedures; and

   c. assist in the identification of cost reduction and
      operations improvement opportunities.

The Debtors believe that A&M's services will complement, and not
duplicate, the services rendered by any other professional
retained in the cases.

The hourly rates of A&M's personnel are:

         Managing Directors            $650 to $850
         Directors                     $450 to $650
         Analysts/Associates           $250 to $450

The Debtors do not owe A&M any amount for services performed or
expenses incurred prior to the Petition Date.  A&M received
$300,000 as a retainer in connection with preparing for and
conducting the filing of these chapter 11 cases.  In the 90 days
prior to the Petition Date, A&M received payments totaling
$1,818,033 in the aggregate for services performed for the
Debtors.  A&M has applied these funds to amounts due for services
rendered and expenses incurred prior to the Petition Date.

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


VERTIS HOLDINGS: Taps Cadwalader Wickersham as Bankruptcy Counsel
-----------------------------------------------------------------
Vertis Holdings Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Cadwalader,
Wickersham & Taft LLP as counsel.

In October 2011, the Debtors hired CWT to provide restructuring-
related advice.

The hourly rates of CWT's personnel are:

        Partner                     $800 to $1,100
        Other Attorneys             $395 to $1,025
        Legal Assistants            $180 to $280

As of the Petition Date, CWT is holding a retainer from the
Debtors amounting to $550,000, and CWT received compensation of
$6,000,779 for its expenses incurred prepetition.

To the best of the Debtors' knowledge, CWT does not hold or
represent any interest adverse to the Debtors.

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

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis again filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

The Debtor tapped Alvarez & Marsal North America to provide the
Debtors with a chief restructuring officer and certain additional
personnel and designating Andrew Hede as C.R.O.  The Court
approved procedures for the bidding, auction and sale of Vertis
Holdings Inc.'s assets.  The Court also approved, on a final
basis, the Debtor's $150 million DIP loan and use of cash
collateral.

Roberta A. DeAngelis, U.S. Trustee for Region 3 appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.


VERTIS HOLDINGS: Seeks Approval of Key Employee Incentive Plan
--------------------------------------------------------------
BankruptcyData.com reports Vertis Holdings filed with the U.S.
Bankruptcy Court a motion for approval to implement a key employee
incentive plan (KEIP) for 43 management employees and 49 non-
management employees who are most critical to continuing the
Debtors' operations, preserving customer relationships and
maximizing the Debtors' going concern value.  Assuming that the
sale of substantially all of the Debtors' assets closes on or
before December 31, 2012 and 100% of the KEIP awards vest, the
total cost of the KEIP is $4.3 million.  The Court scheduled a
Nov. 27, 2012, hearing on the matter.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VIRGINIA BROADBAND: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Virginia Broadband, LLC
        101 Duke Street, Suite 201
        Culpeper, VA 22701

Bankruptcy Case No.: 12-62535

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Richard C. Maxwell, Esq.
                  WOODS ROGERS PLC
                  P.O. Box 14125
                  Roanoke, VA 24038
                  Tel: (540) 983-7628
                  Fax: (540) 983-7711
                  E-mail: rmaxwell@woodsrogers.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/vawb12-62535.pdf

The petition was signed by Robert M. Sullivan, president.


VISION SOUTHWEST: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Vision Southwest Silverlake LLC
        215 W. College Street
        Grapevine, TX 76051

Bankruptcy Case No.: 12-46127

Chapter 11 Petition Date: November 5, 2012

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

Judge: D. Michael Lynn

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

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

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

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

The petition was signed by Nels Nelson, manager.


VYTERIS INC: Files for Chapter 7 Protection
-------------------------------------------
BankruptcyData.com reports that Vyteris Inc. filed for Chapter 7
protection (Bankr. D. Nev. Case No. 12-52559).  The Company is
represented by Cecelia Lee.

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

The Company reported a net loss of $10.54 million on $117,792 of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $33.94 million on $4.56 million of total revenues
during the prior year.

As reported by the TCR on April 21, 2011, Amper, Politziner &
Mattia, LLP, in Edison, New Jersey, expressed substantial doubt
about the Company's ability to continue as going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has incurred recurring losses and is
dependent upon obtaining sufficient additional financing to
fund operations and has not been able to meet all of its
obligations as they become due.

The Company's balance sheet at March 31, 2011, showed $2.52
million in total assets, $15.39 million in total liabilities and a
$12.86 million total stockholders' deficit.


W25 LLC: Case Summary & 14 Unsecured Creditors
----------------------------------------------
Debtor: W25 LLC
        221 Canal Street, Suite 303
        New York, NY 10013

Bankruptcy Case No.: 12-14526

Chapter 11 Petition Date: November 6, 2012

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

Debtor's Counsel: Avrum J. Rosen, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  E-mail: ajrlaw@aol.com

Scheduled Assets: $44,000,000

Scheduled Liabilities: $45,870,519

The petition was signed by Miriam Chan, member of W25 Mezz, LLC.

Debtor's List of Its 14 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
LL 25 Penny LLC                    Bank Loan           $43,671,382
c/o Luk & Luk, PC
245 Canal Street, Room 2001
New York, NY 10013-3501

New York Citty Department Of       Tax                  $1,666,713
Finance
59 Maiden Lane
New York, NY 10038

JWC Architect, PLLC                Trade Debt             $273,000
19 W. 21st Street, Suite 604
New York, NY 10010

Metropolitan Elevator Service      Trade Debt              $67,872

New York City Finance Commission   Trade Debt              $42,300

Ace Restorations, Inc.             Trade Debt              $25,000

Alexander Seligson, Esq.           Attorney                $25,000

Mark D Mermel, Esq.                Attorney                $23,684

OSG, LLC                           Trade Debt              $18,750

P.M. Associates                    Trade Debt               $6,156

Mutino & Chan, LLP                 Accountant               $5,350

G&J Iron Works                     Trade Debt               $2,300

Michael J. Berman                  Accountant               $1,512

Christopher Baldwin, CPA           Accountant               $1,500


WAGSTAFF MINNESOTA: Wants to Pay Grubb & Ellis' for Negotiations
----------------------------------------------------------------
Wagstaff Minnesota, Inc., et al., filed a second supplemental
application in connection with additional services provided by
Grubb & Ellis Company, doing business as Newmark Grubb Knight
Frank.

On Oct. 21, 2011, the Court approved the Debtors' application to
employ Newmark Grubb as their real estate consultant to perform
certain enumerated services for the Debtors' estates.  On June 25,
2012, the Court entered an order approving the Debtors'
supplemental application to employ NGKF to perform additional
services.

The Debtors now request authority to modify the original
application and supplemental application to provide for reasonable
compensation of NGKF's services in negotiating and obtaining
landlord consents to the extension of time for the Debtors to
assume or reject their unexpired non-residential real property
leases.

In consideration of NGKF's substantial efforts in negotiating and
obtaining 78 landlord consents over the past 11 months, at the
Debtors' instructions, the Debtors submit that the retention of
NGKF on the second amended and restated terms and conditions is
necessary and appropriate, is in the best interests of the
Debtors' estates, creditors, and all other parties-in-interest.

The Second Amended & Restated Engagement Letter provides that
NGKF's fee for negotiating and obtaining the Landlord Consents is
$35,000.  The Debtors are informed that the negotiation of each
Landlord Consent requires approximately two to three hours of work
and preparation.

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

                     About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).
Bankruptcy Judge Nancy C. Dreher presides over the cases.
Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP,
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal North America LLC serves as the Debtors' financial advisor.
Trinity Capital, LLC and its affiliated broker-dealer, BWK Trinity
Capital Securities LLC, serve as the Debtors' investment banker
with respect to a sale of their assets.  Epiq Bankruptcy Solutions
LLC provides administrative, noticing and balloting services.
Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.

On June 8, 2011, the U.S. Trustee appointed three member to the
Official Committee of Unsecured Creditors in the Debtors' cases.
Freeborn & Peters LLP and Lommen, Abdo, Cole, King & Stageberg
P.A. serve as the Committee's counsel.


WALTER ENERGY: Moody's Affirms B1 CFR; Rates New Unsec. Notes B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Walter Energy
Inc.'s proposed $500 million senior unsecured notes due 2020.
Proceeds from the offering are expected to be used to repay part
of the company's $2.3 billion of senior secured bank debt. Moody's
also upgraded the company's senior secured credit facilities to
Ba3 from B1 to reflect an improved relative position in the
capital structure, affirmed the B1 Corporate Family Rating
("CFR"), and revised the rating outlook to negative from stable.
The short-term liquidity rating was affirmed at SGL-2.

"Walter is moving aggressively to solidify its liquidity position,
but is still highly exposed to cyclical met coal pricing, and with
recent weakness expected to persist for at least the next few
quarters, we expect credit metrics will erode significantly," said
Moody's analyst Ben Nelson.

The affirmation of the B1 CFR and SGL-2 short-term liquidity
rating incorporates Walter's recent improvements to its cost
position that should help it withstand current price levels, as
well as the positive liquidity impact of the proposed bond
offering. By using proceeds from the offering to repay outstanding
revolver borrowings, revolving credit availability is expected to
improve to over $300 million, eliminate near-term debt
amortization requirements, and trigger a credit agreement
provision that replaces the existing net total leverage covenant
with a more favorable net secured leverage ratio covenant.

However, the revision of the rating outlook to negative
incorporates Moody's expectations for credit measures to move
outside of the boundaries of the B1 CFR by year-end, including
Debt/EBITDA well in excess of the 3.5 times mark, and remain so
through at least mid-2013. Moody's expects met coal prices will
remain under pressure in the near-term as the global steel
industry continues to struggle amidst a difficult macroeconomic
environment. Further deterioration in market conditions or
expectations for a protracted period without an improvement in
pricing could pressure the rating despite the improved liquidity
position.

The actions:

Issuer: Walter Energy, Inc.

  Corporate Family Rating, Affirmed B1

  Probability of Default Rating, Upgraded to B1 from B2

  Senior Secured Credit Facilities, Upgraded to Ba3 LGD3 39% from
B1 LGD3 32%

  Senior Unsecured Notes due 2020, Assigned B3 LGD6 90%

Outlook, Revised to Negative from Stable

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed bond offering.

Rating Rationale

The B1 CFR is constrained primarily by a high absolute debt
position relative to anticipated production levels that makes it
difficult for Walter to maintain strong credit measures during
periods of margin compression. The company is exposed to volatile
metallurgical coke prices that are currently under pressure
because of difficult conditions in the global steel industry. At
the same time, Walter has a diversified metallurgical coal
operation with expected production of 11.5 million tons of
metallurgical coal in 2012 and a stated goal to reach 20 million
tons by 2020. Most of this production comes from two underground
mines in Alabama and three surface mines in western Canada.
Between two-thirds and three-quarters of met coal production is
low-volatility hard coking coal that prices near benchmark levels.
Walter also has additional thermal and metallurgical operations in
Alabama, West Virginia, and Wales that contribute less
meaningfully to earnings and cash flow. Good liquidity is a
principal support factor of the rating at the current low price
levels for met coal.

The negative rating outlook reflects the uncertain and challenging
operating environment that has increased the likelihood of a
rating downgrade within the next few quarters. Moody's could
downgrade the rating if Moody's expects: (i) further deterioration
in metallurgical coal markets, including benchmark pricing below
$165/ton; (ii) adjusted EBIT margins below 6%; (iii) financial
leverage in excess of 6 times; (iv) sustained negative free cash
flow; or (v) available liquidity to fall below $250 million. While
the ratings assume that the proposed bond offering will be
successful, failure to complete it could also result in a rating
downgrade. While upward rating momentum is limited at present,
Moody's could stabilize the rating outlook with improved liquidity
and expectations for Walter to generate sufficient cash flow to
start making meaningful debt repayments. Moody's could upgrade the
rating if Walter makes substantial debt repayments, increases its
production on a sustainable basis, and maintains strong liquidity.

The principal methodology used in rating Walter Energy, 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.

Walter Energy, Inc. is primarily a producer of metallurgical coal.
The company also produces thermal coal, anthracite coal,
metallurgical coke, and coal bed methane gas. Headquartered in
Birmingham, Alabama, Walter generated revenues of $2.6 billion for
the twelve months ended September 30, 2012.


WALTER ENERGY: S&P Gives 'B' Rating on New Senior Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Walter Energy Inc.'s proposed senior unsecured notes due
2020. "The recovery rating on the notes is '5', indicating our
expectation for modest (10%-30%) recovery in the event of a
payment default. The company is issuing the notes under Rule 144A
with registration rights," S&P said.

"Certain subsidiaries of Walter Energy will guarantee the notes on
an unsecured basis. The notes will be senior unsecured obligations
and will rank equally with all of Walter Energy's existing and
future senior unsecured indebtedness. The company intends to use
the proceeds from this offering to repay a portion of its existing
indebtedness, as well as for transaction-related fees and
expenses. Currently, about $975 million of the company's term loan
A and $1.4 billion of its term loan B are outstanding," S&P said.

"The 'B+' corporate credit rating and negative outlook on Walter
Energy reflect the combination of what we consider to be the
company's 'weak' business risk and 'aggressive' financial risk
profiles. Key risks to the company's business include a cyclical
slowdown in steel production that is suppressing demand for
metallurgical (met) coal and a high reliance on a single Southern
Appalachian mining complex for most of its operating income.
Still, we maintain our view that Walter Energy's coal reserves are
of a very high quality and that its mining costs are comparably
low," S&P said.

"We expect that full-year 2012 and 2013 EBITDA should be about
$550 million and $600 million, respectively. We expect debt-to-
EBITDA to remain at or above 5x, and we expect funds from
operations (FFO)-to-debt to be near the lower end of the 12%-20%
range through 2013. Both ranges are consistent with an aggressive
financial risk profile. Still, the negative outlook reflects the
risk that met coal prices could continue to deteriorate if steel
manufacturing slows due to weaker-than-expected global economic
conditions," S&P said.

RATING LIST

Walter Energy Inc.
Corporate credit rating           B+/Negative

Walter Energy Inc.
Senior unsecured notes due 2020   B
  Recovery rating                  5


WATCAR GROUP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: WATCAR Group, Inc.
        P.O. Box 727
        Allenhurst, GA 31301
        Tel: (912) 368-6824

Bankruptcy Case No.: 12-42171

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr., Esq.
                  JAMES L. DRAKE, JR., P.C.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  E-mail: jdrake7@bellsouth.net

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

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

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

The petition was signed by Dennis A. Waters, Jr.,
secretary/treasurer.


WATSON COMPANIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Watson Companies, Inc.
        3185 Longview Drive
        Sacramento, CA 95821

Bankruptcy Case No.: 12-39515

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Ronald H. Sargis

Debtor's Counsel: W. Steven Shumway, Esq.
                  2140 Professional Drive, #240
                  Roseville, CA 95661
                  Tel: (916) 789-8821

Scheduled Assets: $597,470

Scheduled Liabilities: $2,628,579

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/caeb12-39515.pdf

The petition was signed by Greg Watson, president.


WAVE SYSTEMS: Incurs $6.1 Million Net Loss in Third Quarter
-----------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.10 million on $6.97 million of total net revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$1.84 million on $9.53 million of total net revenues for the same
period during the prior year.

The Company reported a net loss of $20.94 million on
$21.71 million of total net revenues for the nine months ended
Sept. 30, 2012, compared with a net loss of $5.93 million on
$25.10 million of total net revenues for the same period a year
ago.

The Company reported a net loss of $10.79 million in 2011, a net
loss of $4.12 million in 2010, and a net loss of $3.34 million in
2009.

Wave Systems' balance sheet at Sept. 30, 2012, showed
$23.72 million in total assets, $17.99 million in total
liabilities and $5.73 million in total stockholders' equity.

"Due to our current cash position, our forecasted capital needs
over the next twelve months and beyond, the fact that we will
require additional financing and uncertainty as to whether we will
achieve our sales forecast for our products and services,
substantial doubt exists with respect to our ability to continue
as a going concern," the Company said in its quarterly report for
the period ended Sept. 30, 2012.

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

                        http://is.gd/MPLFuh

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.


WELCOME PHARMACIES: Amended Plan Still Doesn't Pass Muster
----------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker declined to grant preliminary
approval of the third amended plan and disclosure statement filed
by Welcome Pharmacies Inc. and its affiliated debtors on Nov. 1,
saying the plan documents contain problems that the Debtors must
correct.

Judge Tucker pointed out that in page 7 of the Plan, the Debtors
define "New Value" as "the amount of money bid for interests in
the event that an auction is required pursuant to the Plan."
Paragraph VI.H of the Plan on page 21 describes the auction
procedures.  And the Plan describes the treatment of Class XII, on
pages 17-18.  However, in none of these sections of the Plan, nor
in any other place in the Plan, do the Debtors state any minimum
dollar amount that the current equity interest holders must pay,
in order to obtain the equity interests in the reorganized
debtors.  Without such a stated minimum amount of new value that
must be paid, Judge Tucker said, the Plan fails to say what
happens in the event that an auction is required (because Class XI
votes to reject the Plan,) but no one other than current equity
interest holders bid at the auction.

"In that scenario, what must the current equity interest holders
pay, if anything?  The Plan must answer this question, either
explicitly, or by stating a minimum dollar amount of new value
that the current equity interest holder(s) must pay to obtain the
equity in the reorganized debtor, if Class XI rejects the Plan,"
Judge Tucker said.

Judge Tucker also noted that a second and related problem is that
the Plan does not say who will own the equity interests in the
reorganized entity debtors (i.e., the reorganized debtors other
than debtor Robert Paul Commet,) in the event that an auction is
required, but no one -- not even the current equity interest
holders -- make a bid for the equity interests in the reorganized
debtors.  The Debtors must specify what happens in this scenario.

The Court required the Debtors to file a revised Plan, including a
redlined version, on Nov. 13.

A copy of the Court's Nov. 7, 2012 Order is available at
http://is.gd/Oe3F3yfrom Leagle.com.

Judge Tucker also rejected earlier versions of the Plan filed in
October.

Welcome Pharmacies, Inc., sought Chapter 11 bankruptcy (Bankr.
E.D. Mich. Case Nos. 12-53620) on June 1, 2012.  The Welcome
Pharmacies case is jointly administered with the cases of In re
Robert Paul Commet, Case No. 12-53636; In re Commet Welcome
Pharmacies, Inc., Case No. 12-53639; In re Commet Leasing,
LLC, Case No.12-53646; In re DayCom Investments, LLC, Case No.
12-53653; and In re Ro-Lyn Investments, LLC, Case No. 12-53658.

Judge Thomas J. Tucker presides over the cases. William R. Orlow,
Esq., at B.O.C. Law Group, P.C., serve as the Debtors' counsel.
In its petition, Welcome Pharmacies estimated $1 million to
$10 million in both assets and debts.  The petitions were signed
by Robert Paul Commet, president.


WELLBORN CS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Wellborn CS Plaza, Ltd.
        1934 W. Gray, Suite 301
        Houston, TX 77019

Bankruptcy Case No.: 12-38348

Chapter 11 Petition Date: November 5, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Jeffrey D. Carruth, Esq.
                  WEYCER, KAPLAN, PULASKI & ZUBER, P.C.
                  11 Greenway Plaza, Suite 1400
                  Houston, TX 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341
                  E-mail: jcarruth@wkpz.com

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

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

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

The petition was signed by David Cottrell, director/president of
Bay St. Louis GP, LLC, general partner.


WESCO INT'L: Moody's Affirms 'Ba3' CFR; Outlook Remains Stable
--------------------------------------------------------------
Moody's Investors Service affirmed WESCO International, Inc.'s
(parent of WESCO Distribution, Inc.) Ba3 corporate family rating
and Ba3 probability of default rating. Moody's also assigned a Ba3
rating to the proposed $755 million senior secured term loan
facility due 2019, consisting of a $605 million tranche that is an
obligation of WESCO Distribution, Inc. and a CAD$150 million
tranche that is an obligation of WDCC Enterprises Inc. (a Canadian
holding company that will have an ownership interest in the assets
of EECOL Electric Corporation -- "EECOL"). Moody's lowered the
rating on WESCO Distribution, Inc.'s $150 million 7.5% senior
subordinated notes due 2017 to B2 from B1. As part of this action,
Moody's assigned an SGL-2 speculative grade liquidity rating. The
ratings outlook remains stable.

As part of the financing, WESCO plans to expand the revolving
credit facility due August 2016 (unrated), increasing the
commitment to $600 million from a current size of $400 million.
WESCO will also increase the size of the accounts receivable
facility due August 2014 to $475 million from $450 million.
Proceeds from the expanded revolving credit facility and accounts
receivable facility, combined with proceeds from the proposed term
loan facility will be used to fund the previously announced
acquisition of EECOL for CAD $1.14 billion.

The acquisition will materially increase debt levels, and weaken
credit metrics and liquidity over the near-term. Moody's expects,
however, that leverage will decline to the 3.5 times range over
the next 12 to 18 months, owing to modest organic growth, the
contribution from EECOL and other acquisitions completed in 2012,
and debt reduction. The rating also considers the strategic
benefits of the acquisition, which among other things, further
strengthens the company's presence in Western Canada.

The downgrade of the senior subordinated notes rating reflects a
significant increase senior secured debt in the pro forma capital
structure (as per Moody's Loss Given Default Methodology).

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that WESCO will maintain a good pro forma liquidity
over the next twelve months, supported by expectations of solid
free cash flow generation and solid headroom under revovler
financial covenants. Weighing down on liquidity is the fact that
the acquisition will materially reduce availability under the
company's revolving credit facility and accounts receivable
facility.

The following summarizes the ratings activity.

WESCO International, Inc.

Ratings affirmed:

  Corporate family rating at Ba3

  Probability of default rating at Ba3

Rating assigned:

  Speculative grade liquidity rating at SGL-2

WESCO Distribution, Inc.

Rating assigned:

  Proposed $605 million senior secured term loan due to 2019 at
  Ba3 (LGD3, 46%)

Rating lowered:

  $150 million 7.5% senior subordinated notes due 2017 to B2
  (LGD5, 83%) from B1 (LGD5, 70%)

WDCC Enterprises Inc.

Rating assigned:

  Proposed CAD$150 million secured term loan due to 2019 at Ba3
  (LGD3, 46%)

Ratings Rationale

WESCO's Ba3 rating is supported by its moderate pro forma
leverage, good coverage with EBITDA less capex to interest of 5.0
times expected near-term, and solid free cash flow generation
through cycles. The rating is also supported by WESCO's business
position as one of the few players of scale in the highly
fragmented U.S. electrical distribution industry, a substantial
revenue base, extensive product breadth, and good customer
diversity. The Ba3 rating also considers WESCO's inherently thin
operating margins as a distributor, the cyclicality of the
business, limited global diversification, and a significant
increase in acquisition activity that has weakened credit metrics.

The stable outlook reflects Moody's expectation that WESCO will
continue to grow its revenue and earnings supported by modest
economic growth in the U.S., and that it will refrain from
additional debt financed acquisitions over the near term and apply
free cash flow to debt reduction. The outlook also reflects
Moody's expectation that WESCO will not encounter unforeseen
challenges as it integrates EECOL.

The ratings could be upgraded if WESCO successfully integrates
EECOL and increases profitability such that debt to EBITDA
approaches 3.0 times and EBITDA less capex to interest expense
exceeds 5.0 times while maintaining strong levels of free cash
flow through business cycles. A ratings upgrade would also require
that WESCO maintain a conservative financial policy with respect
to shareholder enhancement activities and acquisitions.

The ratings could be downgraded if financial policy becomes more
aggressive and/or an economic downturn leads to a contraction in
profitability and operating margins such that debt to EBITDA
approaches 5.0 times.

The ratings are subject to Moody's review of final documentation.

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

WESCO International, Inc. is one of the leading providers of
electrical construction products and electrical, industrial, and
communications maintenance, repair and operating supplies ("MRO")
in North America. The company reported sales of $6.5 billion for
the twelve months ended September 30, 2012.


WESTERN POZZOLAN: Case Dismissal Hearing Reset to Nov. 28
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada Western
Pozzolan Corp. rescheduled to Nov. 28, 2012 at 9:30 a.m., the
hearing to consider creditor Interest Income Partners, L.P.'s
motion to dismiss case.

Interest Income explained that, among other things:

   -- the Debtor is not authorized to use cash collateral, but
      despite lack of authority, has used cash collateral;

   -- the Debtor has stated in its August Monthly Operating Report
      that it has not paid for general liability insurance;

   -- the Debtor has not been able to and and is not able to
      reorganize; and

   -- there is potential gross mismanagement of the estate.

                      About Western Pozzolan

Western Pozzolan Corp., is in the business of mining and selling
pozzolan ore.  Western Pozzolan operates the Long Valley Pozzolan
Plant in Lassen County, California.  The Company filed a Chapter
11 bankruptcy petition (Bankr. D. Nev. Case No. 12-11040) in Las
Vegas, Nevada, on Jan. 30, 2012.

Judge Mike K. Nakagawa presides over the case, taking over from
Judge Linda B. Riegle.  Matthew Q. Callister, Esq., at Callister &
Associates, serves as the Debtor's counsel.  The Debtor disclosed
$10,825,304 in assets and $2,916,012 in liabilities as of the
Chapter 11 filing.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors.

Western Pozzolan first filed for bankruptcy protection (Bankr. D.
Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.


WESTINGHOUSE SOLAR: To Sell Add'l 350 Series C Preferred Shares
---------------------------------------------------------------
On Oct. 18, 2012, Westinghouse Solar, Inc., entered into a
securities purchase agreement with certain institutional
accredited investors relating to the sale and issuance of up to
1,245 shares of the Company's Series C 8% Convertible Preferred
Stock at a price per share equal to the stated value, which is
$1,000 per share, for aggregate proceeds of up to $1,245,000.  At
the initial closing, the Company sold and issued 750 shares of
Series C Preferred, for initial aggregate proceeds of $750,000.

On Nov. 2, 2012, the Company provided to the Purchasers a draw
down notice under the Purchase Agreement.  As a result of the draw
down, the Company will sell an aggregate of 350 additional shares
of its Series C Preferred to the Purchasers for aggregate proceeds
of $350,000.  Based on the closing price of the Company's common
stock as reported on the OTCQB Marketplace on Nov. 2, 2012, (which
was $0.08 per share), the 350 shares of Series C Preferred to be
issued pursuant to the draw down would be convertible into
4,375,000 shares of the Company's common stock.  Further remaining
draw downs under the Purchase Agreement are limited to an
aggregate amount of $145,000, subject to the limitation on the
aggregate value of securities issuable in a rolling 12 month
period under the Company's Form S-3 registration statement.

As a result of the Nov. 2, 2012, draw down notice, pursuant to the
terms of the outstanding Series B 4% Convertible Preferred Stock,
the conversion price of the Series B Preferred will be reduced
from $0.155 per share of common stock to become equal to $0.08,
and the conversion price of the Series C Preferred issued under
the initial closing will be reduce from $0.155 per share of common
stock to become equal to $0.08.  There are currently 2,262.69
shares of Series B Preferred that remain outstanding. With the
Nov. 2, 2012, draw down, and after recent conversions of a total
of 140 shares of Series C Preferred, there are 960 shares of
Series C Preferred that remain outstanding.  After adjustment to
the conversion prices as a result of the November 2nd draw down,
the outstanding Series B Preferred and Series C Preferred would be
convertible into 25,455,218 shares and 12,000,000 shares,
respectively, of the Company's common stock.

                        About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

As reported in the TCR on April 16, 2012, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
Westinghouse Solar's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered significant operating losses and has negative
cash flow from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$4.4 million in total assets, $5.6 million in total liabilities,
and a stockholders' deficit of $1.2 million.


WINCHESTER PROPERTIES: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------------
Debtor: Winchester Properties, Inc.
        1985 Forest Lane
        Garland, TX 75042
        Tel: (972) 272-5466

Bankruptcy Case No.: 12-37044

Chapter 11 Petition Date: November 5, 2012

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Keith William Harvey, Esq.
                  ANDERSON TOBIN PLLC
                  13355 Noel Road, Suite 1900
                  Dallas, TX 75240
                  Tel: (972) 789-1160
                  Fax: (214) 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

The Company's list of its three unsecured creditors filed with the
petition is available for free at:
http://bankrupt.com/misc/txnb12-37044.pdf

The petition was signed by Charles D. Henderson, president.


WM SIX: Analytical Consultants to Prepare Written Appraisal
-----------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized WM Six Forks, LLC,
to employ Paul L. Snow and Analytical Consultants, Inc. to prepare
a written appraisal and to the extent needed, supporting testimony
in deposition and at trial, with respect to the fair market value
of the real property owned by the Debtor in Raleigh, North
Carolina known as Manor Six Forks.

The Court also authorized these compensation terms:

   1. a flat fee in the amount of $7,500 for the appraisal of the
      property, which was paid by the Debtor prior to the Petition
      Date; and

   2. additional compensation for time and expenses incurred in
      connection with preparation for and testimony in deposition
      or at trial, at his customary hourly rate of $225.

Analytical Consultants is a real estate appraising and consulting
firm in Chapel Hill, North Carolina.

Mr. Snow, in an affidavit filed with the Court, attests that he is
a disinterested person as defined in 11 U.S.C. Sec. 101(14).

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor disclosed assets of $33.36
million and liabilities of $49.8 million.  The Debtor said in
court papers the Manor is valued at $32.54 million.  The Debtor
also owns a 15.15-acre property, the value of which is not yet
determined.  The Debtors' property serves as collateral to a $39
million debt to Lenox Mortgage XVI, LLC.  A copy of the schedules
filed together with the petition is available at
http://bankrupt.com/misc/nceb12-05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.


WM SIX: Bankr. Administrator Unable to Form Creditors' Committee
----------------------------------------------------------------
The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified the Court that it was unable to form
a creditors committee in the Chapter 11 case of WM Six Forks, LLC.

According to the Bankruptcy Administrator, despite efforts to
contact unsecured creditors, sufficient indications of willingness
to serve on a committee of unsecured creditors were not received
from persons eligible to serve on a committee.

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor disclosed assets of $33.36
million and liabilities of $49.8 million.  The Debtor said in
court papers the Manor is valued at $32.54 million.  The Debtor
also owns a 15.15-acre property, the value of which is not yet
determined.  The Debtors' property serves as collateral to a $39
million debt to Lenox Mortgage XVI, LLC.  A copy of the schedules
filed together with the petition is available at
http://bankrupt.com/misc/nceb12-05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.


WM SIX: Can Employ Northen Blue as Bankruptcy Counsel
-----------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized WM Six Forks, LLC,
to employ John A. Northen and the firm of Northen Blue, L.L.P. as
bankruptcy counsel.

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor disclosed assets of $33.36
million and liabilities of $49.8 million.  The Debtor said in
court papers the Manor is valued at $32.54 million.  The Debtor
also owns a 15.15-acre property, the value of which is not yet
determined.  The Debtors' property serves as collateral to a $39
million debt to Lenox Mortgage XVI, LLC.  A copy of the schedules
filed together with the petition is available at
http://bankrupt.com/misc/nceb12-05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.


WM SIX: Can Employ Wellington Advisors Until Dec. 31
----------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized WM Six Forks, LLC,
to continue to employ Wellington Advisors, LLC and Abacus
Management Group, LLC on an interim basis and for the period until
(i) Dec. 31, 2012, or (ii) the effective date of a confirmed plan
of reorganization for the Debtor.

The Debtor is authorized to pay the 1.3% monthly management fee
owed to Wellington for property management services, and such
compensation will be paid in the ordinary course and without
further application, notice or hearing.

The Debtor is authorized to pay the 2.7% monthly management fee
owed to Abacus for property management services.

In the Abacus Agreement, the Debtor also is authorized to make
payments to Abacus to fund the payroll expense for the employees
of Abacus that provide on-site management services to the Debtor.

Lenox Mortgage XVII LLC has objected to the Debtor's motion.

A final hearing on the motion will be held on Dec. 18, 2012, at 11
o'clock a.m.

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor disclosed assets of $33.36
million and liabilities of $49.8 million.  The Debtor said in
court papers the Manor is valued at $32.54 million.  The Debtor
also owns a 15.15-acre property, the value of which is not yet
determined.  The Debtors' property serves as collateral to a $39
million debt to Lenox Mortgage XVI, LLC.  A copy of the schedules
filed together with the petition is available at
http://bankrupt.com/misc/nceb12-05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.


* Bankruptcy Filings Drop in 2012, But Attorneys See More Ahead
---------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Federal bankruptcy
filings fell sharply in 2012 for the third straight year, but
attorneys warn the trend may be short-lived, as a looming showdown
in Congress over the fiscal cliff and other factors lay the
groundwork for a new wave of cases.

In the fiscal year that ended Sept. 30, there were about 1.2
million bankruptcy filings in federal courts, marking a decline of
14 percent from last year, Bankruptcy Law360 discloses citing data
released Wednesday by the Administrative Office of the U.S.
Courts.


* U Penn Law Prof. Skeel Argues for State Bankruptcies
------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that University of Pennsylvania law professor David Skeel
is arguing that the idea of giving states a way to file for
bankruptcy remains relevant and necessary.

According to Ms. Palank, Prof. Skeel advocated the idea of state
bankruptcy in The Weekly Standard as well as in the pages of The
Wall Street Journal between November 2010 and January 2011, and
the view picked up steam once Newt Gingrich and Jeb Bush added
their voices.  Dow Jones recounts Congressional Republicans began
mulling legislation to introduce a state chapter to the Bankruptcy
Code, but House Majority Leader Eric Cantor shot it down after the
bond market warned that such a move would drive up borrowing
costs, hurting healthy and distressed states alike.

Ms. Palank reports Prof. Skeel spoke on the topic last week at the
University of Houston's law school and again Thursday, Nov. 8, at
the American Enterprise Institute.  He says the topic is relevant
in part because of the spate of municipal bankruptcy filings filed
over the past two years, including those of California's Stockton,
San Bernardino and Mammoth Lakes.

The Wall Street Journal's Bankruptcy Beat attended the AEI
discussion, held in Washington.

Dow Jones notes that, in addition to corporations and consumers,
today's Bankruptcy Code allow municipalities like cities to seek
court protection.  But there's s currently no chapter set aside
for states that find themselves teetering on the brink of
insolvency, nor have states needed one.  Yet with major budget
deficits, underfunded pensions and declining tax revenues, some
say states should have a legal framework to restructure.

Dow Jones reports Prof. Skeel said the knowledge that bankruptcy
is a possibility could encourage creditors to come to the table
and work to avoid a court filing.  "Bankruptcy is a stick that may
encourage renegotiation of unsustainable obligations even outside
of bankruptcy," he said.

According to Dow Jones, despite Prof. Skeel's view that state
bankruptcy remains relevant, he acknowledges the idea doesn't have
a good shot at becoming reality for at least another four years.
"It'll never get considered in a Democratic administration," he
said.


* Michigan Rejects Emergency Managers for Troubled Cities
---------------------------------------------------------
American Bankruptcy Institute reports that Michigan voters voided
a 2011 law that gave state emergency managers broad powers to cut
spending and avoid bankruptcy for financially struggling cities
and school districts.


* New Ch. 11 Fee Standards May be Big Burden for Little Return
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that revised Chapter 11
fee guidelines hit the bankruptcy community Friday, aimed at
reining in fees firms request for work done in larger bankruptcies
and increasing transparency in the billing process, but experts
said that while the changes were well-intentioned, in practice
they'd likely be burdensome and ineffective.


* Argentina Must Obey US Court Order to Pay $1.4BB, Judge Says
--------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S. District
Judge Thomas P. Griesa on Friday warned Argentina not to defy a
court ruling that it must pay $1.4 billion to private equity firms
that own defaulted Argentine debt, a response to the country's
president's reported vow that she will not pay.


* Delaware High Court Rebukes Chancery Court Ruling on LLCs
-----------------------------------------------------------
The Supreme Court of the State of Delaware last week 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.

In the same opinion, the Delaware Supreme Court called out the
Chancery Court over "one issue that the trial court should not
have reached or decided."

The State Supreme Court pointed to the lower court's pronouncement
that the Delaware Limited Liability Company Act imposes "default"
fiduciary duties upon LLC managers and controllers unless the
parties to the LLC Agreement contract that the duties will not
apply.

The High Court noted the Peconic Bay LLC Agreement explicitly and
specifically addressed the "fiduciary duty issue", which controls
the dispute.  In addition, no litigant asked the Court of Chancery
or the Supreme Court to decide the default fiduciary duty issue as
a matter of statutory law.

"Where, as [in the Gatz case], the dispute over whether fiduciary
standards apply could be decided solely by reference to the LLC
Agreement, it was improvident and unnecessary for the trial court
to reach out and decide, sua sponte, the default fiduciary duty
issue as a matter of statutory construction.  The trial court did
so despite expressly acknowledging that the existence of fiduciary
duties under the LLC Agreement was 'no longer contested by the
parties,'" the Supreme Court said.

According to the High Court, the lower court's statutory
pronouncements must be regarded as dictum without any precedential
value.

The Supreme Court said the trial court's stated reason for
venturing into statutory territory creates additional cause for
concern.  The trial court opinion identifies "two issues that
would arise if the equitable background explicitly contained in
the statute were to be judicially excised now."  The opinion
suggests that "a judicial eradication of the explicit equity
overlay in the LLC Act could tend to erode our state's credibility
with investors in Delaware entities."  Those statements might be
interpreted to suggest (hubristically) that once the Court of
Chancery has decided an issue, and because practitioners rely on
that court's decisions, the High Court should not judicially
"excise" the Court of Chancery's statutory interpretation, even if
incorrect.

According to the State Supreme Court, that was the interpretation
gleaned by Auriga's counsel.  During oral argument before the High
Court, counsel understood the trial court opinion to mean that
"because the Court of Chancery has repeatedly decided an issue one
way, . . . and practitioners have accepted it, that the High
Court, when it finally gets its hands on the issue, somehow ought
to be constrained because people have been conforming their
conduct to" comply with the Court of Chancery's decisions.

"We remind Delaware judges that the obligation to write judicial
opinions on the issues presented is not a license to use those
opinions as a platform from which to propagate their individual
world views on issues not presented.  A judge's duty is to resolve
the issues that the parties present in a clear and concise manner.
To the extent Delaware judges wish to stray beyond those issues
and, without making any definitive pronouncements, ruminate on
what the proper direction of Delaware law should be, there are
appropriate platforms, such as law review articles, the classroom,
continuing legal education presentations, and keynote speeches,"
the Supreme Court said.

                              Tension

Petter Lattman, writing for The New York Times' DealBook, reports
a lawyer based in Wilmington, Del., said that behind the Supreme
Court ruling was a simmering tension between Myron Steele, the
chief justice of the Delaware Supreme Court, and Judge Leo E.
Strine Jr., the chief judge of the Delaware Court of Chancery.
That conflict appears to have its roots in a disagreement over an
arcane subject: the default fiduciary duties of a limited
liability company.

The lawyer described himself as a supporter of Judge Strine, and
said that he found Judge Strine's rapier wit and off-topic asides
to be a breath of fresh air in a judiciary that too often can be
painfully dull.

The NY Times notes Judge Strine is famous among lawyers for his
colorful opinions and courtroom meanderings -- which are
frequently laced with cultural references, both high and low.  The
NY Times also calls the Delaware Court of Chancery the "country's
most influential court overseeing business cases."

According to the report, several lawyers, none of whom would be
quoted by name because they all practice before Judge Stine, said
it was only a matter of time before someone sought to rein him in.
"I'm only surprised it took this long," said a corporate litigator
from New York who has argued cases in Judge Strine's courtroom.

The NY Times also relates Stephen Gillers, a professor of legal
and judicial ethics at New York University School of Law, said
that the court's admonition was highly unusual.  "You rarely see
this type of ruling because judges understand that a judicial
opinion has a distinct and narrow function and is not supposed to
be a platform for your public agenda or your broader views on the
law," he said.

The NY Times recounts Judge Strine began his career in the early
1990s as a lawyer in the Wilmington, Del., office of the law firm
Skadden, Arps, Slate, Meagher & Flom.  He then joined the staff of
the Delaware governor Thomas R. Carper, who is now a senator.
Judge Strine, who is 48, was named to the Court of Chancery at 34.
Many of his opinions are considered among the most influential
rulings in corporate law.

According to the NY Times, reached by email, Judge Strine declined
to comment.


* Manhattan Bankruptcy Court Resumed Operations Tuesday
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York in
Manhattan has resumed operations.  The Courthouse at One Bowling
Green, NY, NY, "is now operational and will open for business on
Tuesday, November 13, 2012," according to the announcement on the
Court's Web site.

The Court also announced that Judge Allan Gropper's hearings
tentatively scheduled to be heard on Nov. 13 in the Brooklyn
Bankruptcy Court would be heard at the Bankruptcy Court at One
Bowling Green.

Nick Brown, writing for Reuters, notes the Manhattan Bankruptcy
Court was closed for more than two weeks due to flooding and other
damage caused by Hurricane Sandy.  The Court had been without
steam, Internet and phone connection.

By court order, Reuters relates, judges were allowed to move
hearings to other courts.  Some companies, like AMR Corp., held
hearings in White Plains, New York, while others, like the
liquidating financial giant Lehman Brothers Holdings, postponed
them altogether.

Stephanie Circovich, a spokeswoman for the federal court system in
the Southern District of New York, told Reuters on Monday that she
was not aware of a planned reopening on Tuesday.  Court employees
were off on Monday due to the Veterans Day holiday.

Renee Miscione, a spokeswoman for the U.S. General Services
Administration, told Reuters in a phone interview that all GSA
buildings affected by Hurricane Sandy, including the courthouse,
are fully operational.


* BOOK REVIEW: Learning Leadership
----------------------------------
Author: Abraham Zaleznik
Publisher: Beard Books
Hardcover: 548 pages
Listprice: $34.95
Review by Henry Berry

The lesson in Learning Leadership -- The Abuse of Power in
Organizations is to "use power so that substance leads process."
This is done, says the author, by keeping the "content of work at
the center of communication."

The premise of this intriguing book is that many managers,
executives, and other business leaders allow "forms of
communication [to become] the center of work." As a result,
misguided and counterproductive leadership and management
practices have settled into many organizations. A culprit is the
popular "how-to" leadership manuals that offer simple,
superficial principles that only skim the surface of leadership.
Zaleznik argues that the primary way to get work done is to put
aside personal agendas and deal directly with those who are
involved in the work.

With this emphasis on substance over process, the concept of
leadership lies not in techniques, but personal qualities. The
essential personal qualities of leadership are captured by the
"three C's" of competence, character, and compassion. The author
then delves more deeply into each of these C's. We learn, for
example, that the three C's are not learned skills. Competence
entails "building one's power base on talent."

Character and compassion are the two other qualities of a leader
that must be present before there is any talk about methods of
operation, lines of communication, definition of goals, structure
of a team, and the like. There is more to character that the
common definition of the "quality of the person." Character also
embraces, says the author, the "code of ethics that prevents the
corruption of power." Compassion is defined as a "commitment to
use power for the benefit of others, where greed has no place."

This concept of a good leader is not idealized or unrealistic. It
takes into account human nature and the troubling behavior of
many leaders. Of course, any position of leadership brings with
it temptations and the potential to abuse power. Effective
leaders are those who "take responsibility for [their] own
neurotic proclivities," says the author. They do this out of a
sense of the true purpose of leadership, which is communal
benefit. The power holder will "avoid the treacheries of an
unreasonable sense of guilt, while recognizing the omnipresence
of unconscious motivation."

Zaleznik's definition of the essentials of leadership comes from
his study of notable (and sometime notorious) leaders. Some tales
are cautionary. The Fashion Shoe Company illustrates the problems
that can occur when a leader allows action to overcome thought.
The Brandon Corporation illustrates the opposite leadership
failing -- allowing thought to inhibit action. Taken together,
the two examples suggest that balance is needed for good
leadership.

Andrew Carnegie exemplifies the struggle between charisma and
guilt that affects some leaders. Frederick Winslow Taylor is seen
by the author as an obsessed leader. From his behavior in the
Sicilian campaign in World War II, General Patton is
characterized as a leader who violated the code binding leaders
and those they lead.

With his training in psychoanalysis and his experience in the
business field, Zaleznik's leadership dissections and discussions
are instructive. The reader will find Learning Leadership -- The
Abuse of Power in Organizations to be an engaging text on the
human qualities and frailties of leaders.

Abraham Zaleznik is emeritus Konosuke Matsushita Professor of
Leadership at the Harvard Business School. He is also a certified
psychoanalyst.


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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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