TCR_Public/121128.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 28, 2012, Vol. 16, No. 331

                            Headlines

A123 SYSTEMS: Has $50 Million Loan for Support Through Sale
ACCESS PHARMACEUTICALS: S. Rouhandeh Holds 81.6% Equity Stake
AFRODITI ELIADES: Court Directs Appointment of Case Trustee
ALETHEIA RESEARCH: SEC to Bring Fraud Charges Against Firm
ALLIANCE LAUNDRY: Moody's Cuts Corp. Family Rating to 'B3'

ALLY FINANCIAL: Agrees to Sell Remaining Int'l Operations
AMEREN ENERGY: S&P Cuts CCR to 'B' on Stand-alone Credit Quality
AMERICAN AIRLINES: Seeks to End Pilots' Lump-Sum Retirement Option
AMERICAN SUZUKI: Edmunds.com Gives Advise Amid Shut-Down
AMR CORP: Fitch Withdraws Rating on Various Senior Debt Classes

APPLIED MINERALS: Shareholders OK 2012 Long-Term Incentive Plan
ASPEN GROUP: Incurs $1.7 Million Net Loss in Third Quarter
AXION INTERNATIONAL: Incurs $1.3 Million Net Loss in 3rd Quarter
BERNARD L. MADOFF: Schneiderman-Merkin Decision Coming by Dec. 31
BIOCORAL INC: Incurs $375,000 Net Loss in Third Quarter

BON-TON STORES: Securities Blackout Period from Nov. 28-Dec. 14
CARRIZO OIL: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
CERTENEJAS INCORPORADO: Disclosure Statement Hearing on Dec. 3
CHINA DU KANG: Reports $241,000 Net Income in Third Quarter
CIRCLE ENTERTAINMENT: Partly Cancels Transaction with Whittall

CIRCLE STAR: Obtains Funding Commitment to Drill Three Wells
COATES INTERNATIONAL: Incurs $804,000 Net Loss in 3rd Quarter
COCOPAH NURSERIES: Can Use Banks' Cash Collateral Through Dec. 21
COLLEGE BOOK: Can Access $1-Mil. DIP Financing From CBR Funding
CORNETT HOSPITALITY: Restaurant Chain Files for Chapter 11

CPI CORP: Commitment Under BOA Credit Pact Hiked to $91.2-Mil.
DAVID SYRE: Settles Old Standard Life Insurance Loan
DIGITAL DOMAIN: Cadwalader Okayed as Directors' Counsel
DIGITAL DOMAIN: Pachulski Approved as Bankruptcy Counsel
DIGITAL DOMAIN: Sullivan Hazeltine Approved as Committee Counsel

DIGITAL DOMAIN: Johnson Associates OK'd as Compensation Advisor
DIGITAL DOMAIN: KCC Approved as Administrative Agent
DOLLAR THRIFTY: S&P Withdraws 'B+' CCR on Acquisition by Hertz
DOUGLAS ASPHALT: Lawyers Have No Charging Lien on Settlement Funds
DRIVETIME AUTOMOTIVE: Moody's Confirms 'B3' Corp. Family Rating

DUNE ENERGY: Amends Employee Severance Plan
DUTCH GOLD: Incurs $366,000 Net Loss in Third Quarter
DYNEGY INC: Bankruptcy Impacts NY School District's Revenues
E-DEBIT GLOBAL: Expands Group Link E-Commerce Platform
EAST GREENBUSH, NY: Moody's Affirms 'Ba1' Gen. Obligation Rating

EASTBRIDGE INVESTMENT: Inks Merger Pact with Cellular Biomedicine
EDIETS.COM INC: Borrows $1.5 Million from ASTV
EDISON MISSION: Tax Sharing Agreements to Expire Next Year
ERA GROUP: Moody's Assigns 'B1' Corp. Family Rating
EVELYN HILL: Liberty Island Concessionaire Cuts 170 Jobs

FTLL ROBOVAULT: U.S. Trustee Won't Form Creditors Committee
FTS INT'L: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Negative
GELTECH SOLUTIONS: OKs New Employment Agreements with Executives
GEOKINETICS INC: Has Until Nov. 30 to Submit a Plan with NYSE
GIBRALTAR KENTUCKY: U.S. Trustee Balks at Plan Outline

HII HOLDING: Moody's Assigns 'B2' Corp. Family Rating
HILEX POLY: S&P Withdraws 'B' Corp. Credit Rating at Request
HORNE INTERNATIONAL: Delays Form 10-Q for Third Quarter
HOUGHTON INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
INERGY MIDSTREAM: Moody's Assigns 'Ba3' CFR; Outlook Stable

INERGY MIDSTREAM: S&P Assigns 'BB' CCR, Rates $400MM Notes 'BB'
INNOVATIVE FOOD: Reports $1.60-Mil. Profit in Third Quarter
INTELLICELL BIOSCIENCES: Incurs $1.7-Million Net Loss in Q3
INVENTIV HEALTH: Moody's Cuts CFR to 'Caa1'; Outlook Negative
JAMES ROMELL ELLIS: Fails to Dismiss U.S. Trustee's Discharge Suit

JSH ENTERPRISES: Sports Bar Owner Files Bankruptcy to Halt Auction
LEHMAN BROTHERS: Claims Totaling $19-Mil. Traded in September
LEHMAN BROTHERS: Sues FSA, et al., to Disallow Claims
LEHMAN BROTHERS: German Unit Administrator to Earn EUR800-Mil.
LEHMAN BROTHERS: Man Group Sells Claims to Baupost for $456MM

LEHMAN BROTHERS: Judge Refuses to Broaden Investor Claims
LEHMAN BROTHERS: No More Archstone IPO After EQR, AvalonBay Deal
LGI ENERGY: 8th Cir. Rules on Clawback Suit v. Utilities
LI-ON MOTORS: Incurs $2.3 Million Net Loss in Fiscal 2012
LUAR CLEANERS: Case Summary & 20 Largest Unsecured Creditors

MF GLOBAL: ConocoPhillips Lays Out Case for Avoiding Losses
MISSION NEWENERGY: All Existing Noteholders OK Exchange Offer
MORGANS HOTEL: D. Hamamoto Quits as Director and Exec. Chairman
MOTORS LIQUIDATION: Trustee Wants to Liquidate Stock and Warrants
MUSCLEPHARM CORP: Grants 110 Million RSUs to Two Executives

NEXSTAR BROADCASTING: Amends $300-Mil. Securities Prospectus
ODYSSEY PICTURES: Incurs $89,500 Net Loss in Sept. 30 Quarter
OLD SECOND BANCORP: Duane Suits Appointed to Board of Directors
PACIFIC RUBIALES: To Acquire C&C's Producing Assets in Colombia
PENNFIELD CORP: Files of Schedules of Assets and Liabilities

PHILLIP KEESLING: Dist. Court Affirms Ruling in Flagstaff Dispute
POWERWAVE TECHNOLOGIES: Files Form S-3, Registers 3.7MM Shares
POYNT CORP: Intertainment Media to Bid for Assets
PROELITE INC: Isaac Blech Discloses 84.8% Equity Stake
PROVIDENCE PLACE: S&P Cuts Rating on Series 2007-2 Bonds to 'CCC'

PVH CORP: S&P Retains 'BB+' Corp. Credit Rating; Outlook Stable
QUALITY DISTRIBUTION: Board OK's Repurchase of $15MM Common Stock
QUAMTEL INC: Incurs $900,000 Net Loss in Third Quarter
RESIDENTIAL CAPITAL: Chapter 11 Examiner Delays Report
RESIDENTIAL CAPITAL: Creditors Target Cash From Ally Asset Sales

RESIDENTIAL CAPITAL: WT Opposes $8.9-Mil. Admin. Claim for Ally
RESIDENTIAL CAPITAL: Committee Proposes Pachulski as Co-Counsel
SAFWAY GROUP: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
SHINGLE SPRINGS: S&P Affirms 'CCC' Issuer Credit Rating
SIDERA NETWORKS: Moody's Rates Bank Credit Facilities 'B2'

SMART-TEK SOLUTIONS: Incurs $1.8-Mil. Comprehensive Loss in Q3
STALLION OILFIELD: Moody's Rates $500MM Sr. Secured Loan 'B3'
STATUE CRUISES: Statue of Liberty Ferry Company Cuts 130 Jobs
SUN RIVER: Effects 1-for-10 Reverse Common Stock Split
SUNCOKE ENERGY: S&P Affirms 'BB-' Corp. Credit Rating; Off Watch

SUNRISE REAL ESTATE: Delays Form 10-Q for Third Quarter
TELKONET INC: Four Directors Elected at Annual Meeting
THORNBURG MORTGAGE: Claims v. Commonwealth Survives Dismissal Bid
TRONOX INC: Trial Ends on $14-Billion Suit vs. Kerr-McGee
TROY DEVELOPMENT: Case Summary & 18 Largest Unsecured Creditors

UNIVERSAL BIOENERGY: Incurs $1.72 Million Net Loss in 3rd Quarter
USI HOLDINGS: S&P Puts 'B-' Counterparty Credit Rating on Watch
VANITY EVENTS: Posts $2.6 Million Profit in Third Quarter
VERTIS HOLDINGS: Proposes Key Employee Incentive Plan
VITESSE SEMICONDUCTOR: W. Martin Discloses 13.5% Equity Stake

VUANCE LTD: Annual Meeting of Shareholders Set for Dec. 27
VUZIX CORP: Jose Cecin Resigns from Board of Directors
WILLIAMS LOVE: Lawyer's Claim Not Entitled to Priority
WORLD SURVEILLANCE: Incurs $986,900 Net Loss in Third Quarter
XZERES CORP: Appoints Two New Directors to Board

* Z Capital Partners Names William Monagle Managing Director
* Cohen & Grigsby Attorney Appointed to Pennsylvania Commission
* Morgan Joseph Predicts Loan Defaults May Increase in 2013

* Unused Retainers Can't Be Used for Postpetition Services

* Upcoming Meetings, Conferences and Seminars

                             *********

A123 SYSTEMS: Has $50 Million Loan for Support Through Sale
-----------------------------------------------------------
A123 Systems, Inc. disclosed that the United States Bankruptcy
Court for the District of Delaware has granted A123 final approval
to access $50 million in debtor-in-possession (DIP) financing
provided by Wanxiang Group Corporation.  The Company previously
received interim approval of the financing from the Court on
Nov. 5, 2012.

The Wanxiang DIP financing agreement supplements a pre-petition
commitment of $22.5 million of liquidity and a letter of credit
support that Wanxiang provided to A123, which will remain in
place.

"The Court's final approval of our DIP financing agreement
represents another important step forward in our transaction
process," said Dave Vieau, Chief Executive Officer of A123.  "This
financing provides us with the operational and financial
flexibility we need to support our business and serve our
customers while we conduct an efficient sale of our assets."

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that A123's business will be sold at auction on Dec. 6.
The first bid will come from Johnson Controls Inc.  Wanxiang is
expected to be among competing bidders.

A123 received interim approval for financing from Wanxiang on Nov.
5 after replacing JCI, the original lender.

The convertible subordinated notes last traded on Nov. 9 for
47 cents on the dollar according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The notes traded as low as 21.25 cents on the day of bankruptcy.

                        About A123 Systems

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.


ACCESS PHARMACEUTICALS: S. Rouhandeh Holds 81.6% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Steven H. Rouhandeh and his affiliates
disclosed that, as of Oct. 25, 2012, they beneficially own
91,887,295 shares of common stock of Access Pharmaceuticals, Inc.,
representing 81.6% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/SNhX3C

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

After auditing the 2011 results, Whitley Penn LLP, in Dallas
Texas, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit.

The Company's balance sheet at Sept. 30, 2012, showed
$1.23 million in total assets, $47.52 million in total liabilities
and a $46.28 million total stockholders' deficit.


AFRODITI ELIADES: Court Directs Appointment of Case Trustee
-----------------------------------------------------------
John L. Smith at Las Vegas Review-Journal reports U.S. Bankruptcy
Judge Thad J. Collins on Nov. 16 granted the request of bankruptcy
trustee attorney Lenard Schwartzer to appoint a trustee in the
Chapter 11 case of Afroditi Eliades-Ledstrom, daughter of longtime
local topless cabaret and cab company owner Pete Eliades.

Mr. Schwartzer, according to the report, is working on behalf of
the Ponzio family.  Michael Ponzio, a 26-year-old college student,
was killed in March 2007, when the car he was driving was struck
head-on by Ms. Eliades-Ledstrom's vehicle going the wrong way on
the interstate.  Although she was suspected of driving under the
influence of drugs or alcohol, all criminal charges against her
were eventually dropped.  But then Ponzio's family sued Ms.
Eliades-Ledstrom.  A jury eventually would award damages that,
with interest, court costs, and attorney's fees, now top $11
million.  The judgment is under appeal at the Nevada Supreme
Court.

The report says a court-appointed trustee will work to establish
the facts of the bankruptcy to better determine whether fraudulent
transfers of assets have taken place.

The report notes Ms. Eliades-Ledstrom on Feb. 14, 2012, filed for
bankruptcy following a hastily arranged divorce from her husband,
James Ledstrom.  Mr. Schwartzer has alleged Ms. Eliades-Ledstrom
"engaged in significant fraudulent asset transfers -- including a
'sham' divorce -- in a deliberate attempt to shield nonexempt
assets."

According to the report, the bankruptcy judge also denied Ms.
Eliades-Ledstrom's application to receive "ordinary expenses" of
$15,170 per month, noting that, "The Court has serious doubts
whether the expenses listed on Schedule J and their amounts are
reasonable and necessary."  The report also says Judge Collins
noted that it appears millions in suspicious asset transfers were
made.


ALETHEIA RESEARCH: SEC to Bring Fraud Charges Against Firm
----------------------------------------------------------
Randy Diamond at Pension&Investments reports that Securities and
Exchange Commission attorney Gary Leung said the commission's
staff had informed officials of Aletheia Research and Management
Inc. in a letter that they intend to seek approval from SEC
commissioners to bring fraud charges against the firm's
management.

According to the report, the investigation involves accusations of
improper trading practices by Peter Eichler Jr., CEO and co-
founder of Aletheia Research.

The report relates Mr. Leung said Aletheia management was sent a
Wells notice Nov. 14, saying the agency's enforcement staff wants
to bring civil charges for violations of the anti-fraud,
disclosure and internal controls requirements of the Investment
Advisors Act of 1940 and the Securities Exchange Act of 1934.

According to the report, Mr. Leung said the charges involve
current management and that the SEC staff wants disgorgement of
ill-gotten gains from officials and payment of civil penalties.

Aletheia and its two top officials at the time paid a combined
$400,000 fine to the SEC in 2011 to settle charges that they did
not tell clients the SEC had found deficiencies in the company's
record keeping, according to the report.

                         Motion to Dismiss

According to the report, Ron Maroko, a trial attorney for U.S.
Bankruptcy Court trustee Peter Anderson in Los Angeles, said in
court papers last week that he is evaluating whether to file a
motion to dismiss Aletheia's bankruptcy filing because Aletheia
has no right to initiate any court action because it no longer is
a valid California corporation.

The report notes Mr. Maroko also said Aletheia has not shown it
has sufficient cash flow to continue to operate.

                        Proctor and Peikin

The report also relates that, in court filings in connection with
the bankruptcy, Aletheia blames the firm's problems on both the
Proctor Investment Managers LLC and Roger Peikin lawsuits.  The
firm maintains it was "fraudulently" induced by Proctor President
Mona Aboelnaga and other top Proctor officials to enter into
investment contracts because the private equity firm
misrepresented its ability to act as a marketing arm for
Aletheia.

The report relates Proctor, in its own filings, said if it had
known about Mr. Eichler's "penchant for dishonesty," it would
never have invested in Aletheia.  It said Aletheia has refused to
pay regular quarterly dividends to Proctor, which the firm was to
receive in exchange for investing $16 million in Aletheia.

The report notes Proctor accuses Mr. Eichler of using company
assets to fund "a lavish lifestyle," including hiring private jets
for non-business purposes.

Mr. Peikin in his court filings accuses Mr. Eichler of "looting"
Aletheia and details the use of private jets by the CEO as well as
hotel stays that cost up to $18,000 a night.


ALLIANCE LAUNDRY: Moody's Cuts Corp. Family Rating to 'B3'
----------------------------------------------------------
Moody's Investors Service downgraded Alliance Laundry Systems LLC
corporate family rating to B3 from B2. At the same time, Moody's
assigned a B2 rating to the proposed new $435 million senior
secured bank credit facility and a Caa2 rating to the $125 second
lien term loan, both of which will be used to refinance the
company's existing bank credit facility and provide a $232.4
million return of capital to shareholders. The outlook has also
been revised to stable from positive.

The following rating actions were taken:

Corporate family rating downgraded to B3 from B2;

Probability of default rating affirmed at a B3;

Proposed new senior secured revolver and term loan due 2017 and
2018,respectively, assigned a rating of B2 (LGD3, 36%) and new
second lien term loan assigned a rating of Caa2 (LGD 5, 85%);

The B1 rating on the existing senior secured revolver and term
loan due 2017 will be withdrawn upon the closing of the
refinancing; and

Rating outlook revised to stable from positive.

Ratings Rationale

The downgrade and B3 corporate family rating reflect Alliance's
elevated adjusted debt leverage and Moody's expectation that
Alliance's ability to pay down debt will be limited over the next
12-18 months. Pro forma for the refinancing as of September 30,
2012, Alliance's adjusted debt-to-EBITDA ratio would be
approximately 8.5x, a level more commonly associated with a Caa1
or a weak B3 rated entity in the manufacturing space. Alliance has
historically been able to generate strong cash flows that were
typically applied to debt reduction. Although Moody's expects
Alliance to continue generating strong cash flows over the next
12- 18 months, there is an indication that Alliance's ability to
use this cash to pay down debt may be hampered. After nearly six
years of not paying out dividends to its 90%-owners, the Ontario
Teachers Pension Plan Board, Alliance paid a cash dividend of
approximately $47 million following an earlier refinancing of its
senior debt facility in April 2012. The currently proposed
refinancing includes another $232.4 million dividend. These recent
uses of cash indicate that returning capital to shareholders may
preclude appreciable debt pay downs.

The B3 rating is supported by Moody's expectation that Alliance
will continue to perform strongly with respect to cash flow
generation, EBITA margins, and EBITA coverage of interest expense.

Alliance's liquidity is supported by its $75 million revolving
credit facility, which Moody's anticipates will be used modestly,
its robust cash flow generation, the comfortable cushion projected
under the proposed new bank credit facility, and the $330 million
asset-backed securitization facility, up to $13.7 million of which
remains available to finance company receivables and up to $47.6
of which remains available to finance customers' equipment
purchases, as of September 30, 2012.

The stable rating outlook reflects Moody's expectation that
Alliance will slowly whittle down its adjusted debt leverage and
continue to perform in line or better with its new rating category
in other key credit metrics.

An upgrade is unlikely over the next 12 to 18 months. Longer term,
however, the ratings could benefit from a substantial decline in
adjusted debt leverage to below 6.0x, healthy revenue growth, a
continuation in bottom line earnings growth, ongoing strong
performance in cash flow generation, EBITA interest coverage of
greater than 2.5x, and double digit EBITA margins -- all on a
sustained basis.

The outlook and/or ratings could come under pressure if adjusted
debt leverage were to continue to climb instead of slowly
declining, earnings were to turn into losses, free cash flow were
to remain negative, EBITA interest coverage were to fall below
1.0x, and/or EBITA margins were to decline below 5%.

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

Alliance Laundry Systems LLC, headquartered in Ripon, WI, is a
designer, manufacturer and marketer of a full line of commercial
laundry equipment for sale in the US and to international
customers. Its products are used in laundromats as well as in
multi-housing and on-premise laundries. The Ontario Teachers'
Pension Plan Board indirectly acquired a majority interest in
Alliance in 2005 and now owns 90% of the company, while management
owns the remaining 10%. Net revenues for 2011 were $458, of which
69% came from the US and Canada and 31% from other segments.


ALLY FINANCIAL: Agrees to Sell Remaining Int'l Operations
---------------------------------------------------------
Ally Financial Inc. has reached an agreement to sell its
operations in Europe and Latin America, as well as its share in a
joint venture in China, to General Motors Financial Company, Inc.
(GM Financial), a wholly-owned subsidiary of General Motors Co.
The transaction is subject to regulatory approvals and is expected
to close in stages during 2013.  Ally will receive an
approximately US$550 million premium to tangible book value, which
for the third quarter of 2012 was approximately $3.7 billion.
Based on the third quarter tangible book value for the combined
operations, Ally would receive approximately $4.2 billion USD in
proceeds from this transaction.

"In May, we began a process to pursue alternatives for our
international operations in an effort to accelerate repayment
plans for the U.S. Treasury's remaining investment," said Ally
chief executive officer Michael A. Carpenter.  "This transaction
represents the third and final agreement in recent weeks toward
those goals, and, combined, these sales are expected to generate
approximately $9.2 billion in proceeds."

Carpenter continued, "Our goals were to find the best solution for
each of the businesses, while also maximizing shareholder value,
and we believe those goals have been achieved.  Next, we are
focused on completing each of these transactions and evaluating
options to return capital to the U.S. Treasury.

"Going forward, we remain squarely focused on further
strengthening and growing our leading U.S. automotive services and
direct banking franchises," said Carpenter.  "We have strong
momentum in these businesses, and continued successful execution
of our strategic plans will enable these operations to further
thrive."

The transaction includes auto finance operations in Germany, the
U.K., Austria, France, Italy, Switzerland, Sweden, Belgium, the
Netherlands, Luxembourg, Brazil, Mexico, Colombia and Chile, as
well as a 40 percent equity stake in a joint venture in China.
The combined operations in Europe and Latin America represented
approximately $16.1 billion in assets at the end of the third
quarter 2012.

In October, Ally announced agreements to sell its Mexican
insurance subsidiary, as well as its auto finance and deposit
businesses in Canada.  With the agreement to sell the operations
in Europe, Latin America and the joint venture stake in China,
Ally will have effectively exited the international markets.  In
total, these transactions are expected to generate proceeds of
approximately $9.2 billion, based on third quarter 2012 tangible
book value of $7.6 billion, which reflects a premium of
approximately $1.6 billion, or 21 percent.

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

The Company's balance sheet at Sept. 30, 2012, showed $182.48
billion in total assets, $163.71 billion in total liabilities and
$18.76 billion in total equity.

                           *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.

As reported by the TCR on May 22, 2012, Standard & Poor's Ratings
Services revised its outlook on Ally Financial Inc. to positive
from stable.  At the same time, Standard & Poor's affirmed its
ratings, including its 'B+' long-term counterparty credit and 'C'
short-term ratings, on Ally.  "The outlook revision reflects our
view of potentially favorable implications for Ally's credit
profile arising from measures the company announced May 14, 2012,
designed to resolve issues relating to Residential Capital LLC,
Ally's troubled mortgage subsidiary," said Standard & Poor's
credit analyst Tom Connell.

In the May 28, 2012, edition of the TCR, DBRS, Inc., has placed
the ratings of Ally Financial Inc. and certain related
subsidiaries, including its Issuer and Long-Term Debt rating of BB
(low), Under Review Developing.  This rating action follows the
decision by Ally's wholly owned mortgage subsidiary, Residential
Capital, LLC (ResCap) to file a pre- packaged bankruptcy plan
under Chapter 11 of the U.S. Bankruptcy Code.


AMEREN ENERGY: S&P Cuts CCR to 'B' on Stand-alone Credit Quality
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit on
Ameren Energy Generating Co. to 'B' from 'BB-'. "We also lowered
the ratings on GenCo's senior unsecured debt to 'B+' from 'BB-'.
The outlook is stable. The recovery rating on GenCo's senior
unsecured debt has been revised to '2' from '3', indicating our
expectation of substantial (70%-90%) recovery in the event of a
payment default. The revised recovery rating reflects our previous
capping of GenCo's recovery ratings at '3', which is typically the
limit for unsecured debt of companies with a corporate credit
rating of 'BB-' or higher, because we believe there is a high
probability that the recovery prospects on this debt will be
impaired by additional priority or pari passu debt or other claims
before a default," S&P said.

"The downgrade on Ameren Energy Generating Co. reflects its stand-
alone credit quality, including its highly leveraged financial
risk profile and weak business risk profile," S&P said.

"Our view of GenCo is based on its standalone credit quality and
reflects our assessment of no material support for GenCo by parent
Ameren. It is our opinion that Ameren would only provide support
to GenCo to the extent that Ameren anticipates an improving
forward power price curve by 2018, when its $300 million senior
unsecured note matures and incremental environmental capital
investments are needed to meet the state's multipollutant
standards," said Standard & Poor's credit analyst Gabe Grosberg.

"The stable outlook incorporates Standard & Poor's base-case
scenario for GenCo as a standalone company that assumes that
profit margins will continue to be pressured by low electricity
market prices and the expiration of higher-priced hedges. Under
our base-case scenario, the company's financial measures will
weaken so that funds from operations (FFO) to debt will be less
than 10% and debt to EBITDA will be more than 6x. We could lower
the ratings if our assessment of the company's strong liquidity
weakens to less than adequate or if FFO to debt is consistently
less than 5%. The ratings could be raised if the U.S. economy
improves, increasing the demand and the price of electricity so
that FFO to debt is consistently greater than 12%," S&P said.


AMERICAN AIRLINES: Seeks to End Pilots' Lump-Sum Retirement Option
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., the parent of American Airlines Inc.,
filed papers asking the bankruptcy court to prevent pilots from
retiring and taking lump-sum payment of retirement benefits.

According to the report, even if pilots vote in favor of a new
contract when ballots are tabulated on Dec. 2, the airline could
be thrown into chaos when the company emerges from bankruptcy
protection, AMR said in Nov. 23 papers coming to the bankruptcy
judge for considerations at a Dec. 19 hearing.

The report relates that AMR's existing pension plan allows several
options when pilots retire.  One is a lump-sum payment that could
be seven figures for some pilots.  Pension regulations prevent
pilots from taking a lump sum so long as the company is in
bankruptcy.

With the pension plan about 83% funded, once AMR emerges from
bankruptcy the right to take a lump sum would kick in once again.
As a result, AMR said, there would be a "massive wave of pilot
retirements," creating a pilot shortage causing an "operational
crisis involving the wholesale cancellations of flights."

The report notes that to avoid mass retirements, AMR wants the
bankruptcy judge to authorize ending the lump-sum option in the
retirement plan.  AMR says that existing statutes allow
termination of the option because specified conditions are met,
including the likelihood that mass retirements would result in a
"distress termination" of the pension plan.

The contract being voted on by pilots raises pay while requiring
pilots to fly more hours a month.  The union will receive 13.5% of
the new stock in return for concessions while the pilots will pay
more for benefits.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN SUZUKI: Edmunds.com Gives Advise Amid Shut-Down
--------------------------------------------------------
When American Suzuki disclosed earlier this month that it will
discontinue U.S. sales, there was a lot of speculation that prices
on remaining Suzuki cars and trucks would hit rock bottom, just as
Saab prices plummeted thousands of dollars soon after that company
made a similar announcement in 2011.  But buyers shouldn't expect
prices to fall much lower than they already have, reports
Edmunds.com, the premier resource for car shopping and automotive
information.

"We're not anticipating the fire sale that occurred last year when
Saab went under," says Edmunds.com Consumer Advice Editor Ronald
Montoya.  "Unlike Saab, new Suzuki vehicles will continue to offer
valid warranties, so that preserves a little extra long-term value
on the car."

Even if prices don't fall through the floor, interested buyers can
still get a very good deal on a new Suzuki.  According to
Edmunds.com's True Market Value (R) (TMV(R)) pricing, buyers were
already paying a few hundred dollars below invoice, on average,
for Suzuki vehicles before the company's announcement.  The TMV(R)
price on a 2012 Suzuki Grand Vitara in Southern California, for
example, is listed at more than $300 below invoice.

Meanwhile, many of those who already own a Suzuki have been asking
Edmunds.com what they can expect with their cars in light of the
bankruptcy. Some of the key takeaways for Suzuki owners include:

   -- All warranties will continue to be honored at Suzuki
      dealerships.

   -- Edmunds.com projects that prices for used Suzuki vehicles
      will drop, although not by much, since prices were already
      low compared to other brands.

   -- Check with your local Suzuki service department and ask if
      it will still service your Suzuki vehicle, even if and when
      the dealership rebrands itself.

   -- Owners who financed their vehicles through American Suzuki
      Financial should continue to make their payments as they
      normally would until they hear directly from the bank.

   -- If a Suzuki dealership is no longer open when your lease
      term expires, contact the Suzuki customer hotline at
      (877) 465-4819 for information on how to handle your lease
      return.

                     About American Suzuki

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

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

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

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

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


AMR CORP: Fitch Withdraws Rating on Various Senior Debt Classes
---------------------------------------------------------------
Fitch Ratings is withdrawing ratings on various classes of senior
unsecured and senior secured debt issued by AMR Corp. and its
principal operating subsidiary American Airlines, Inc.  AMR
continues to reorganize under court supervision since filing for
Chapter 11 on Nov. 29, 2011.  The issue ratings are being
withdrawn due to insufficient information available to maintain a
recovery rating, as AMR's capital structure continues to evolve
through the bankruptcy process. Fitch affirms AMR's IDR at 'D'.
Fitch has taken the following ratings actions:

AMR Corp.

  -- Issuer Default Rating (IDR) affirmed at 'D'
  -- Senior Unsecured Rating of 'C/RR6' withdrawn

American Airlines, Inc.

  -- IDR affirmed at 'D'
  -- Senior Secured Notes Rating of 'CCC/RR1' withdrawn


APPLIED MINERALS: Shareholders OK 2012 Long-Term Incentive Plan
---------------------------------------------------------------
The shareholders of Applied Minerals, Inc., approved the adoption
of the Applied Minerals, Inc. 2012 Long-Term Incentive Plan and
the performance criteria used in setting performance goals for
awards intended to be performance-based under Code Section 162(m).
The CEO, the CFO, and named executive officers are eligible to
participate in the LTIP.

The purpose of the LTIP is to enhance the profitability and value
of the Company for the benefit of its stockholders by enabling the
Company to offer eligible employees, consultants, and non-employee
directors incentive awards in order to attract, retain and reward
such individuals and strengthen the mutuality of interests between
such individuals and the Company's stockholders.

The aggregate number of shares of common stock that may be issued
or used under the LTIP or with respect to which awards may be
granted may not exceed 8,900,000 shares, which may be either
authorized and unissued common stock or common stock held in or
acquired for the treasury of the Company.

Bylaws Amendment

The Board of Directors adopted changes in the Company's Bylaws.
Changes are made in response to a recent change in Delaware law
that permits the board of directors to set different record dates
for determining which stockholders are entitled to notice of any
meeting and which stockholders are entitled to vote at that
meeting.  The record date for the notice to stockholders remains
unchanged.  The record date for determining which stockholders are
entitled to vote at the meeting may be any date on or before the
date of the meeting.  This change in Delaware law allows
corporations to deal with the so-called "empty-voting problem,"
resulting when stockholders have a voting right for a particular
meeting but no longer hold an economic interest in the
corporation.

Annual Meeting Results

The 2012 annual meeting of stockholders of the Company was held on
Nov. 20, 2012, at which John Levy, Evan Stone, David Taft and
Andre Zeitoun were elected as directors.  The stockholders
approved an amendment of the Certificate of incorporation to
increase the number of authorized shares from 130,000,000 to
210,000,000 and the number of authorized shares of common stock
from 120,000,000 to 200,000,000.  The Board has determined that
advisory votes on executive compensation will occur on an annual
basis.

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

                        http://is.gd/3VB9fh

On Nov. 19, 2012, the Company released a letter to shareholders
updating the developments and accomplishments that have occurred
over the last year, a copy of which is available for free at:

                         http://is.gd/GITYXI

                       About Applied Minerals

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

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

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

                           Going Concern

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

                         Bankruptcy Warning

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


ASPEN GROUP: Incurs $1.7 Million Net Loss in Third Quarter
----------------------------------------------------------
Aspen Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.72 million on $1.25 million of revenue for the three months
ended Sept. 30, 2012, compared with a net loss of $860,190 on
$1.13 million of revenue for the same period during the prior
year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $5.17 million on $4.01 million of revenue, compared
with a net loss of $1.21 million on $3.09 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $5.34
million in total assets, $4.57 million in total liabilities and
$763,228 in total stockholders' equity.

"The Company had a net loss allocable to common stockholders of
$5,213,755 and negative cash flows from operations of $2,288,416
for the nine months ended September 30, 2012.  The Company's
ability to continue as a going concern is contingent on securing
additional debt or equity financing from outside investors.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern."

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

                        http://is.gd/JrAS7r

                         Amended Form S-1

Aspen Group filed with the SEC an amendment no.1 to the Form S-1
registration statement relating to the sale of up to 20,482,108
shares of the Company's common stock which may be offered by
Sophrosyne Capital, LLC, Whalehaven Capital Fund Ltd., John
Scheibelhoffer, et al.

The Company will not receive any proceeds from the sales of shares
of its common stock.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "ASPU".

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

                        http://is.gd/hQzv3y

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.


AXION INTERNATIONAL: Incurs $1.3 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Axion International Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to common shareholders of $1.35
million on $800,007 of revenue for the three months ended
Sept. 30, 2012, compared with a net loss attributable to common
shareholders of $4.06 million on $698,758 of revenue for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss attributable to common shareholders of $5.31 million on
$4.89 milion of revenue, compared with a net loss attributable to
common shareholders of $10.62 million on $2.18 million of revenue
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$6.97 million in total assets, $8.10 million in total liabilities,
$5.86 million in 10% convertible preferred stock, and a
$6.99 million total stockholders' deficit.

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

                        http://is.gd/6aSMR1

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.


BERNARD L. MADOFF: Schneiderman-Merkin Decision Coming by Dec. 31
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York Attorney General Eric Schneiderman will
learn by Dec. 31 if U.S. District Judge Jed Rakoff will assume the
chore of deciding whether the trustee for Bernard L. Madoff
Investment Securities LLC is entitled to stop a settlement between
the Attorney General and principals for one of Madoff's main
feeder funds.

The report recounts that Mr. Schneiderman filed papers in
September contending that a bankruptcy judge doesn't have the
right to stop a state attorney general's lawsuit enforcing police
and regulatory powers.  All papers having been submitted, Judge
Rakoff heard argument last week from Mr. Schneiderman's counsel
and attorneys for Irving Picard, the Madoff trustee.

Mr. Rochelle notes that Judge Rakoff, without indicating which way
he will rule, said he would "at least give a bottom-line decision
on the withdrawal by no later than December 31st."  In Madoff
cases, Judge Rakoff sometimes gives a summary of his ruling
followed by a detailed opinion.  The hearing last week was vintage
Judge Rakoff.  Although a grey-bearded senior judge in long black
robes, Judge Rakoff can convulse the courtroom in laughter like a
standup comedian.  When a lawyer ventured into unfamiliar facts,
Judge Rakoff said, "You should assume that the judge is a
dumbbell.  My wife can fill you in chapter and verse."

Mr. Picard, the report notes, is attempting to stop
Mr. Schneiderman from completing a $410 million settlement with a
Madoff feeder-fund manager named J. Ezra Merkin.  Judge Rakoff
initially won't reach the merits of the dispute and decide whether
the settlement can go ahead.  Judge Rakoff first will decide
whether the suit to stop the settlement should be in bankruptcy
court or district court.

According to the report, Mr. Schneiderman takes the position it
would be "unprecedented for a federal court to enjoin the
settlement of claims by a state law enforcement agency against
non-debtors."

Mr. Picard is suing Merkin for more than $500 million.  If
Mr. Schneiderman is allowed to settle, Mr. Picard contends Merkin
won't have money left to pay his claims.  Whether Mr. Picard wins
ultimately will decide which who receives the $410 million from
Merkin.  If Mr. Picard wins, halts the Attorney General's lawsuit,
and recovers $410 million or more from Merkin, Mr. Picard will
distribute the funds to Madoff customers, likely not including
Merkin's own investors.  The Attorney General, on the other hand,
will turn over most of the $410 million for Merkin customers.

The dispute with Schneiderman in district Court is Picard v.
Schneiderman, 12-cv-06733, S.D.N.Y. (Manhattan).  The lawsuit with
Schneiderman in bankruptcy court is Picard v. Schneiderman, 12-
01778, Bankr. S.D.N.Y. (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BIOCORAL INC: Incurs $375,000 Net Loss in Third Quarter
-------------------------------------------------------
Biocoral, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $374,694 on $37,574 of net sales for the three months ended
Sept. 30, 2012, compared with a net loss of $129,363 on $48,887 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 $1.20 million on $149,071 of net sales, compared with
a net loss of $591,487 on $208,822 of net sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $1.24
million in total assets, $5.37 million in total liabilities anda
$4.12 million total stockholders' deficit.

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

                        http://is.gd/GS8g9d

                        About Biocoral, Inc.

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

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

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


BON-TON STORES: Securities Blackout Period from Nov. 28-Dec. 14
---------------------------------------------------------------
The Bon-Ton Stores, Inc., received the notice required by Section
101(i)(2)(E) of the Employment Retirement Income Security Act of
1974 and provided a notice to its executive officers and directors
informing them of a blackout period for the Company's Retirement
Contribution Plan, as a result of the Company replacing the
administrator of the Plan, and the trading restrictions that apply
to the executive officers and directors during the blackout
period.  This notice was required pursuant to Section 306 of the
Sarbanes-Oxley Act of 2002 and the Securities and Exchange
Commission's Regulation BTR which prohibit trading in Company
securities by executive officers and directors during blackout
periods.

The blackout period will begin at 4:00 p.m. Eastern Time on
Nov. 28, 2012, and last through Dec. 14, 2012.

A copy of the notice is available for free at:

                         http://is.gd/pG7nKI

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

The Company reported a net loss of $85.81 million on $1.23 billion
of net sales for the 26 weeks ended July 28, 2012, compared with a
net loss of $68.28 million on $1.24 billion of net sales for the
26 weeks ended July 30, 2011.

The Company's balance sheet at Oct. 27, 2012, showed $1.84 billion
in total assets, $1.80 billion in total liabilities and $40.32
million in total shareholders' equity.

                           *     *     *

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  Moody's also
affirmed the company's Corporate Family Rating at Caa1 and
affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.

Moody's said the affirmation of the company's 'Caa1' corporate
family rating reflects the company's persistent negative trends in
sales and operating margins and uncertainties that the company's
strategies to reverse these trends will be effective.


CARRIZO OIL: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Houston-based Carrizo Oil & Gas Inc.  At the same
time, S&P revised its outlook on the rating to positive from
stable.

"In addition, we lowered the issue rating on the company's senior
unsecured notes to 'B-' (one notch below the corporate credit
rating) from 'B' and revised the recovery rating on these notes to
'5', indicating our expectation of modest (10% to 30%) recovery
for lenders, from '4'," S&P said.

"The positive outlook reflects the company's significant progress
in increasing its oil and liquids production and reserves from the
Eagle Ford," said Standard & Poor's credit analyst Carin Dehne-
Kiley. "We could raise the rating over the next 12 to 18 months if
the company meets its production and reserve growth goals while
keeping leverage below 3.75x."

"The ratings on Carrizo reflect what we categorize as the
company's 'aggressive' financial risk profile and 'vulnerable'
business risk profile based on our criteria. As a participant in
the highly cyclical and competitive oil and gas exploration and
production (E&P) industry, Carrizo is susceptible to commodity
prices, particularly with respect to natural gas, which is the
company's principal product that continues to suffer from weak
prices. Finally, our ratings reflect Carrizo's modest-sized
reserve and production base concentrated in a few resource plays,"
S&P said.

"The positive outlook reflects our view that we could raise our
ratings on Carrizo to 'B+' over the next 12 to 18 months if the
company is able to increase proved reserves to a level closer to
750 bcfe with a 40% oil content, while keeping leverage below
3.75x. Alternatively, we would consider revising the outlook to
stable if production and reserves growth slows from currently
anticipated levels or if the company were to materially increase
debt funding such that leverage approaches 4.75x," S&P said.


CERTENEJAS INCORPORADO: Disclosure Statement Hearing on Dec. 3
--------------------------------------------------------------
The Bankuptcy Court for the District of Puerto Rico has set the
hearing on the disclosure statement in support of the proposed
Chapter 11 plan of reorganization filed by Certenejas Incorporado
on Dec. 3, 2012, at 10:00 a.m.

A summary of Certenejas Incorporado's plan of reorganization was
reported in the Troubled Company Reporter on Oct. 16, 2012.
According to the explanatory disclosure statement, Banco Popular
de Puerto Rico, holder of a $40.4 million claim secured by
substantially all assets of the Debtor, will recover 100%.  On the
effective date, the Debtor will surrender, as payment in kind to
BPPR or will consent to the foreclosure of the Motel Molino Azul
(valued at $6.95 million), Motel Molino Rojo ($5.60 million),
Motel Las Palmas ($8.50 million), Motel El Rio ($6.67 million),
and Motel El Eden ($3.25 million), and a parcel of land in Rio
Grand, Puerto Rico ($1.45 million).  The Debtor will retain the
real property known as Motel Flor Del Valle (valued at $4.5
million).  The balance of BPPR's secured claim for $4.5 milion
will be paid through monthly payments with a balloon payment of
$4.32 million on Dec. 31, 2014.

Holders of general unsecured claims aggregating $4.65 million will
recover 1%.  They will split a $50,000 carve out to be agreed with
BPPR.

Holders of interests are unimpaired.  Mr. Luis Jaime Meaux and
Mrs. Marta I. Muniz Melendez will retain their shares unaltered.

A copy of the Disclosure Statement is available for free at:

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

                   About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El
Eden, Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and
Motel El Rio -- owns motels or short-term guest houses in Puerto
Rico.  It filed a Chapter 11 petition (Bankr. D. P.R. Case No.
12-02806) in Old San Juan, Puerto Rico, on April 11, 2012.  The
Debtor disclosed US$27.68 million in assets and US$45.29 million
in debts as of the Chapter 11 filing.  Charles Alfred Cuprill,
Esq., serves as the Debtor's counsel.  The petition was signed by
Luis J. Meaux Vazquez, president.

Certenejas Incorporado and three of its affiliates previously
sought Chapter 11 bankruptcy protection (Bankr. D. P.R. Case Nos.
09-08470 to 09-08473) on Oct. 2, 2009.  The affiliates are
Rojoazul Hotel, Inc., Jonathan Corporation, and Silvernugget
Development Corporation.  According to the schedules filed in the
2009 case, Certenejas Incorporado had total assets of
US$13,800,000, and total debts of US$41,596,637.  The petition was
signed by Luis J. Meaux Vazquez, the Company's president.


CHINA DU KANG: Reports $241,000 Net Income in Third Quarter
-----------------------------------------------------------
China Du Kang Co., Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $241,020 on $1.37 million of total revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$539,545 on $748,251 of total revenues for the same period a year
ago.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $685,668 on $3.14 million of total revenues, compared
with a net loss of $1 million on $1.96 million of total revenues
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $18.87
million in total assets, $8.67 million in total liabilities and
$10.20 million in total shareholders' equity.

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

                        http://is.gd/37evYP

                        About China Du Kang

Headquartered in Xi'an, Shaanxi, in the PRC, China Du Kang Co.,
Ltd., was incorporated as U.S. Power Systems, Inc., in the State
of Nevada on Jan. 16, 1987.  The Company is principally engaged in
the business of production and distribution of distilled spirit
with the brand name of "Baishui Dukang".  The Company also
licenses the brand name to other liquor manufactures and liquor
stores.

After auditing the 2011 financial statements, Keith K. Zhen, CPA,
in Brooklyn, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the company incurred an operating loss for
each of the years in the two-year period ended  Dec. 31, 2011, and
as of Dec. 31, 2011, had an accumulated deficit.


CIRCLE ENTERTAINMENT: Partly Cancels Transaction with Whittall
--------------------------------------------------------------
In connection with a series of transactions, Circle Entertainment
Inc., through its wholly-owned subsidiary, Circle Entertainment
Property-Orlando, LLC (the "Circle Subsidiary"), partially
terminated the Transaction Agreement the Circle Subsidiary
previously entered into on Feb. 28, 2011, with The Square, LLC,
Orlando Hotel International SPE, LLC, and Orlando Hotel
International SPE Holdings, LLC (collectively, the "Whittall
Parties"), pursuant to which the Circle Subsidiary was to acquire
from the Whittall Parties a 65% ownership interest in two adjacent
properties owned by them and located on International Drive in
Orlando, Florida, for the purpose of co-developing an
entertainment destination center that would be anchored by an
observation wheel.

The Transaction Agreement was terminated on Nov. 16, 2012, with
respect to one of these two adjacent properties known as the
"Square Parcel" (consisting of 18 acres) to facilitate the sale of
the Square Parcel to ID Center (FL) LLC, an unaffiliated third
party owned by an institutional investor/lender, and related
transactions to proceed with development of the Square Parcel.
The Financing Source's purchase of the Square Parcel was financed
with a $60,000,000 acquisition and construction loan with CIBC
(Canadian Imperial Bank of Canada).

The Transaction Agreement remains in effect with respect to the
other property known as the "OHI Parcel" (consisting of 10 acres).

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

                         http://is.gd/wI3Zbk

                      About Circle Entertainment

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

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

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


CIRCLE STAR: Obtains Funding Commitment to Drill Three Wells
------------------------------------------------------------
Circle Star Energy Corp. announced a funding commitment from an
industry partner to drill up to three wells located in Trego
County, Kansas.  CRCL intends to drill the initial well to 4,200
feet and test the Arbuckle, Kansas, Lansing and other formations
that are productive in the immediate area.  The Company will own a
25% working interest and a 20% net revenue interest until payout
at which time the Company will convert to a 43.75% working
interest and a 35% net revenue interest after payout.

Jeff Johnson, Circle Star's CEO commented, "We are looking forward
to breaking ground in Trego County.  Based on offset activity, we
anxiously await our drilling results."

Located in Northwest Kansas, Trego County has a history of oil
production, since its first oil boom discovery in the 1920s.
According to the Kansas Geological Survey, Trego County has
cumulatively produced 66,787,369 bbls to date from multiple
formations.  Drilling is scheduled to begin around Dec. 10, 2012.

                          About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas.  The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company reported a net loss of $11.07 million on $942,150 of
total revenues for the year ended April 30, 2012, compared with a
net loss of $31,718 on $0 of total revenues during the prior
fiscal year.

Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit which raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at July 31, 2012, showed $8.36 million
in total assets, $4.46 million in total liabilities, and
$3.89 million in total stockholders' equity.


COATES INTERNATIONAL: Incurs $804,000 Net Loss in 3rd Quarter
-------------------------------------------------------------
Coates International, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $804,235 on $0 of sales for the three months ended
Sept. 30, 2012, compared with a net loss of $810,775 on $0 of
sales for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $3.69 million on $0 of sales, compared with a net loss
of $1.89 million on $125,000 of sales for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.69
million in total assets, $4.51 million in total liabilities and a
$1.82 million total stockholders' deficiency.

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

                       http://is.gd/3PezmH

                   About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Meyler & Company,
LLC, in Middletown, New Jersey, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company continues to have
negative cash flows from operations, recurring losses from
operations, and a stockholders' deficiency.


COCOPAH NURSERIES: Can Use Banks' Cash Collateral Through Dec. 21
-----------------------------------------------------------------
Judge Eileen W. Hollowell of the U.S. Bankrutpcy Court for the
District of Arizona has approved a stipulation among Cocopah
Nurseries of Arizona Inc., et al., Wells Fargo Bank, N.A., and
Rabobank, N.A., on the continued use of cash collateral through
Dec. 21, 2012, in accordance with a budget.

Under the stipulation, the obligations owing to Wells Fargo and
Rabobank by the Debtors are secured by valid and perfected
prepetition liens on and security interests in the collateral
under the respective loan documents.  The prepetition lenders is
granted liens on all of the Debtors' real and personal property.
The Replacement Liens in the Replacement Collateral granted under
the previous Cash Collateral Orders will be automatically
effective to the same extent, priority and validity as the
Prepetition Collateral.  The Replacement Liens will secure the
full amount of the Debtors' respective obligations owing to Wells
Fargo and Rabobank.  In addition, Wells Fargo and Rabobank will
retain all of its existing liens on and security interests in all
of the Prepetition Collateral.

Each of the Prepetition Lenders will have valid and perfected
security interests in and liens on each of the Debtors' (i) real
and personal property; and (ii) any postpetition crops and
postpetition accounts of the Debtors.

Wells Fargo Bank N.A. has earlier opposed entry of the third
interim cash collateral order.  Wells Fargo said the Debtor was
unilaterally seeking to impose a five-week extension of the use of
the bank's cash collateral without its consent.

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COLLEGE BOOK: Can Access $1-Mil. DIP Financing From CBR Funding
---------------------------------------------------------------
Judge Marian F. Harrison has authorized College Book Rental
Company, LLC, to obtain $1 million postpetition financing from CBR
Funding LLC.

The terms of the DIP Financing are:

     a) The Post-Petition Loan/Availability: The Lender will
        establish a credit facility in the aggregate maximum
        principal amount of $1,000,000.

     b) Purpose: Short-term working capital

     c) Financial Terms: Prior to default, all advances will bear
        interest at a rate per annum equal to 7.25%.  The default
        rate adds an additional 4% per annum.

     d) Maturity: The Post-Petition Loan will mature on the
        Termination Date, which will be the earliest to occur of
        any one or more of the following: (i) absent a written
        extension from Lender, February 12, 2013 or; (ii) three
        business days after receipt by the Trustee of a notice
        from the Lender that it declines, in its sole discretion,
        to advance any portion of the Commitment.

     e) Carve-Out: Payment of fees of professional persons, in
        weekly amounts up to $100,000 following Termination.

     f) Collateral: All cash and tangible assets of the Debtor but
        not any recovery from avoidance actions under Chapter 5 of
        the Bankruptcy Code.

     g) Perfection: The lien shall be automatically perfected
        pursuant to Court order without the need for further
        agreement or filings under the Uniform Commercial Code,
        real estate law, or otherwise.

     h) Adequate Protection: Secured Creditors will receive the
        following as adequate protection for their interests in
        property, including, replacement liens and security
        interests on all postpetition properties of the Debtor's
        estate.

The United States Trustee objected to the Debtor's motion for
final authorization to obtain postpetition financing from CBR
Funding.  The Trustee said the Debtor should disclose the
connections and affiliations of the DIP Lender with the Debtor.
Such disclosure should include claims against the Debtor or the
bankruptcy estate which have been purchased by CBR Funding or its
members or affiliates during the time period beginning Jan. 1,
2012, and Oct. 30, 2012, and any currently contemplated purchase
or transfer of claims against the estate to the Lender or its
affiliates or members.

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

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


CORNETT HOSPITALITY: Restaurant Chain Files for Chapter 11
----------------------------------------------------------
Cornett Hospitality LLC has filed for Chapter 11 protection in the
U.S. Bankruptcy Court for the Eastern District of Virginia,
listing both assets and liabilities of between $1 million and
$10 million.

The Debtor owes $3,000,000 to Spirit Financial Acquisitions;
$1,829,000, Bank of Virginia; 396,927, Hooters of America, Inc.;
490,861, US Foods, Inc.; and 385,000, John Whitlock, among others.

Bruce E. Arkema, Esq., at DurretteCrump PLC, represents the
Debtor.

Michael Schwartz at RichmondBizSense.com notes the Debtor listed
287 creditors.  According to the report, the company owns nine
Hooters restaurants and three Topeka's locations in Virginia, West
Virginia and Pennsylvania.  It previously owned two Max & Erma's
locations in Richmond but closed them after falling behind on rent
and after the chain filed bankruptcy in 2010.

The report relates Phil Cornett, a director of the company, said
its 12 restaurants remain open for business while the company goes
through the Chapter 11 process.  He mentioned Max & Erma's as a
reason why the company filed for bankruptcy protection.

The report notes Reynolds Development eventually filed suit
against Cornett, seeking more than $100,000 in back rent and other
fees.

The report says unsecured creditors Bank of Virginia and
StellarOne Bank previously filed lawsuits against Cornett
Hospitality for unpaid debt.  Cornett owes $210,000 to StellarOne,
which filed suit against Cornett for $1.95 million in August 2011.


CPI CORP: Commitment Under BOA Credit Pact Hiked to $91.2-Mil.
--------------------------------------------------------------
CPI Corp. entered into a Fourth Amendment to the Credit Agreement
with Bank of America, N.A., as Administrative Agent for the
various financial institution parties identified as Lenders in the
Credit Agreement, dated as of Nov. 9, 2012.

The Amendment increases the "Revolving Commitment", as defined in
Section 1.1 of the Credit Agreement, to $91,200,000 from Nov. 13,
2012, to and including Nov. 20, 2012.  By its terms, the Amendment
was effective upon delivery of signature from all of the parties.
The final signature was delivered on Nov. 20, 2012.

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

                         http://is.gd/oumfkg

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and offers on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

For the 24 weeks ended July 21, 2012, the Company reported a net
loss of $39.93 million on $123.24 million of net sales.  The
Company reported a net loss of $56.86 million for the fiscal year
ended Feb. 4, 2012, compared with net income of $11.90 million for
the fiscal year ended Feb. 5, 2011.

KPMG LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Feb. 4, 2012, noting that the Company has suffered a
significant loss from operations, is not in compliance with the
financial covenants under its credit agreement, and has a net
capital deficiency, all of which raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at July 21, 2012, showed
$61.04 million in total assets, $159.63 million in total
liabilities, and a $98.59 million total stockholders' deficit.

                         Bankruptcy Warning

"Management is implementing plans to improve liquidity through
improvements to results from operations, store closures, cost
reductions and operational alternatives," the Company said in its
quarterly report for the period ended July 21, 2012.  "However,
there can be no assurance that we will be successful with our
plans or that our future results of operations will improve.  If
sales trends do not improve, our available liquidity from cash
flows from operations will be materially adversely affected.
There can be no assurance that we will be able to improve cash
flows from operations, or that we will be able to comply with the
terms of the Second Amendment.  Therefore, there can be no
guarantee that our existing sources of cash and our future cash
flows from operations will be adequate to meet our liquidity
requirements, including cash requirements that are due under the
Credit Agreement and that are needed to fund our business
operations.  If we are unable to address our liquidity shortfall
or comply with the terms of our Credit Agreement, as amended, then
our business and operating results would be materially adversely
affected, and the Company may then need to curtail its business
operations, reorganize its capital structure, or liquidate."

The Company further stated that should it not be able to sell its
business by Dec. 31, 2012, it could be forced to seek additional
financing, which may not be available, curtail its business
operations or reorganize its capital structure, or be forced into
bankruptcy.


DAVID SYRE: Settles Old Standard Life Insurance Loan
----------------------------------------------------
John Stark at The Bellingham Herald reports that when David Syre
and Trillium Corp. obtained a $17.6 million loan from Old Standard
Life Insurance Co. in 2002, the cash infusion was supposed to help
keep Trillium afloat after the firm's ambitious Denver development
project fell short of expectations.

According to the report, instead, the $17.6 million turned into a
vampire loan that sucked financial life out of Mr. Syre and
Trillium for 10 years. It already has cost Mr. Syre millions of
dollars while forcing him to surrender control of additional
millions of dollars' worth of real estate, including Galbraith
Mountain and a large parcel in the Semiahmoo-Birch Point area.

The report notes, on Friday, Nov. 23, it appeared that the tangled
life of that 2002 loan was finally coming to an end.  A court
document filed in U.S. Bankruptcy Court in Seattle indicated that
an ongoing legal dispute over Mr. Syre's remaining payment
obligations on the loan had been settled, although terms were not
disclosed.

The report relates, without that settlement, the matter would have
gone before Bankruptcy Judge Timothy Dore for a bench trial that
had been scheduled to begin Nov. 26.  Years before he lost the
real estate that secured the unpaid millions originally loaned by
the insurance company, the same loan caused a hit to Mr. Syre's
reputation.

The report recounts federal investigators accused Mr. Syre of
involvement in a fraud in a 2005 civil lawsuit connected to the
collapse of Metropolitan Mortgage.  Metropolitan, a Spokane
investment conglomerate, was affiliated with Old Standard, and the
U.S. Securities and Exchange Commission charged that Old
Standard's loan to Trillium had been part of a scheme to mislead
Metropolitan's investors about that company's profitability.

The report relates Mr. Syre settled his legal issues by paying a
fine without admitting guilt.  According to the report, the
financial and legal morass of the past 10 years has been a long
and dismal chapter in the history of a man and a company that once
seemed to have a Midas touch.


DIGITAL DOMAIN: Cadwalader Okayed as Directors' Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Digital Domain Media Group, Inc. et al., to employ Cadwalader,
Wickersham & Taft LLP as special counsel to a committee of
disinterested and independent directors of the Debtors.

                       About Digital Domain

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

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

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

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

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.  MDT Executive Management Co., LLC as its
financial advisor.

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

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.  Cassels Brock and
Blackwell LLP serves as Canadian counsel.


DIGITAL DOMAIN: Pachulski Approved as Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Digital Domain Media Group, Inc. et al., to employ Pachulski Stang
Ziehl & Jones LLP as counsel.  The hourly rates of PSZ&J's
personnel range from $275 to $955.  To the best of the Debtors'
knowledge, PSZ&J is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Digital Domain

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

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

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

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

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.  MDT Executive Management Co., LLC as its
financial advisor.

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

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.  Cassels Brock and
Blackwell LLP serves as Canadian counsel.


DIGITAL DOMAIN: Sullivan Hazeltine Approved as Committee Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Digital Domain Media Group, Inc., et al., to retain
Sullivan Hazeltine Allinson LLC as co-counsel.  To the best of the
Committee's knowledge, Sullivan Hazeltine is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Digital Domain

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

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

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

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

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.  MDT Executive Management Co., LLC as its
financial advisor.

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

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.  Cassels Brock and
Blackwell LLP serves as Canadian counsel.


DIGITAL DOMAIN: Johnson Associates OK'd as Compensation Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Digital Domain Media Group, Inc., et al., to employ Johnson
Associates, Inc., as compensation advisor.  To the best of the
Debtors' knowledge, JAI is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                        About Digital Domain

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

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

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

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  DDMG Estate (FKA Digital Domain Media
Group, Inc.), affiliate of DDMG Estate, et al., disclosed
$112,574,288 in assets and $161,479,933 in liabilities as of the
Chapter 11 case.

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

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

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


DIGITAL DOMAIN: KCC Approved as Administrative Agent
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Digital Domain Media Group, Inc., et al., to employ Kurtzman
Carson Consultants LLC as administrative agent.

As reported in the Troubled Company Reporter on Sept. 19, 2012,
the Court authorized the Debtors to employ KCC as claims and
noticing agent.

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

                        About Digital Domain

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

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

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

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  DDMG Estate (FKA Digital Domain Media
Group, Inc.), affiliate of DDMG Estate, et al., disclosed
$112,574,288 in assets and $161,479,933 in liabilities as of the
Chapter 11 case.

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

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

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


DOLLAR THRIFTY: S&P Withdraws 'B+' CCR on Acquisition by Hertz
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on Tulsa, Okla.-based car renter Dollar Thrifty
Automotive Group Inc. (DTAG). The outlook was stable.

"The withdrawal of our corporate credit rating on DTAG is based on
DTAG's Nov. 19, 2012, acquisition by Hertz Global Holdings Inc.
(B+/Stable/--), under which DTAG is now a wholly owned subsidiary
of Hertz. DTAG has no rated debt," S&P said.


DOUGLAS ASPHALT: Lawyers Have No Charging Lien on Settlement Funds
------------------------------------------------------------------
Bankruptcy Judge John S. Dalis denied the motion of Kenneth E.
Futch P.C. and Savage & Turner, P.C., for summary judgment on
their request for a charging lien against the proceeds of a
settlement reached post-petition when Futch and Savage served as
both pre-petition counsel to Douglas Asphalt Company and post-
petition special counsel to Douglas Asphalt's bankruptcy estate.

Judge Dalis held that Futch and Savage's work as special counsel
to the estate -- as opposed to their representation of the Debtor
pre-petition -- produced the $3 million post-petition settlement
in a pre-bankruptcy lawsuit against Applied Technical Services and
several other defendants in United States District Court.
According to the Court, Futch and Savage have no Charging Lien
against at least part of the post-petition settlement proceeds.
The Court also held that the $2 million pre-petition settlement
offer entitles the Attorneys to a pre-petition unsecured claim for
a reasonable amount of fees.  Since resolution requires
significant factual determinations, the Court said the Attorneys'
motion for summary judgment is denied.

The Attorneys asked the Court to determine that they hold a
Charging Lien against the proceeds of the post-petition settlement
in the amount of $1,050,000 based on the firms' fee agreements
with the Debtor. The Attorneys later increased the value of their
lien to $2.04 million.  The fee agreements were deemed rejected in
the Chapter 7 case.

A copy of the Court's Nov. 20, 2012 Opinion and Order is available
at http://is.gd/4boGOofrom Leagle.com.

Douglas Asphalt Company, founded in 1971 by principal owner and
president Joel Spivey, was once a successful contractor for a
number of state and federal highway construction projects.  In
2006, the Debtor had 550 employees, 10 asphalt plants, and
generated gross revenue of approximately $140 million.

Creditors of Douglas Asphalt Company initiated an involuntary
bankruptcy action against the company (Bankr. S.D. Ga. Case No.
09-51272) on Dec. 2, 2009.  Douglas Asphalt voluntarily filed a
Chapter 11 case on Dec. 28, 2009, which on motion of the U.S.
Trustee was converted to a chapter 7 case on April 12, 2010.  Mary
Jane Cardwell was named chapter 7 Trustee.


DRIVETIME AUTOMOTIVE: Moody's Confirms 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed the B3 Corporate Family Rating
("CFR") of DriveTime Automotive Group, Inc. and the B3 rating on
the $200M Senior Secured Notes ("Senior Notes"), co-issued by
DriveTime and DT Acceptance Corporation. The outlook is stable for
both ratings. This action concludes the rating review initiated on
20 September 2012.

On November 16, 2012, DriveTime announced that it has terminated
the definitive agreements to sell its finance receivable portfolio
as well as its used vehicle dealership operations. The company
also announced the termination of the tender offer for Senior
Notes outstanding and will be returning the notes tendered in
connection with the offer back to the original holders. The
ratings were put on review for a possible downgrade following
DriveTime's September 14, 2012 announcement that it entered into
definitive agreements to sell the company and tender for the
Senior Notes outstanding.

Ratings Rationale

The B3 Corporate Family Rating reflects the regulatory and
litigation risks resulting from DriveTime's focus on the deep
subprime consumer segment as well as the company's reliance on
confidence-sensitive securitization funding. The rating also
reflects DriveTime's long history of operations in the fragmented
subprime auto sales and lending space and the progress that the
company has made to restore some of the operating and funding
flexibility lost during the depths of the downturn.

The ratings could go up if DriveTime substantially builds up its
unrestricted liquidity reserves as well as further diversifies its
funding sources and increases its capital base. The ratings could
go down due to capital and liquidity depletion below acceptable
tolerances, for example due to decreased core profitability.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published March 2012.

DriveTime is a used vehicle retailer, headquartered in Phoenix,
Arizona, focusing on the sale and financing of used vehicles to
the subprime market.


DUNE ENERGY: Amends Employee Severance Plan
-------------------------------------------
The Board of Directors of Dune Energy, Inc., approved an amendment
to the Dune Energy, Inc. Employee Severance Plan.

The Severance Plan Amendment applies to all officers of the
Company who do not otherwise have severance agreements in place
with the Company.  The Severance Plan Amendment provides that if
any officer of the Company is subject to involuntary termination
within one year of a Change of Control or if that officer resigns
for good reason within one year of a change of control, that
officer will receive two times the sum of that officer's Base
Salary and Target Bonus.

Prior to the Severance Plan Amendment, the Severance Plan provided
that if any officer of the Company was subject to involuntary
termination within one year of a Change of Control or if that
officer resigned for Good Reason within one year of a Change of
Control, that officer would receive one times the sum of that
officer's Base Salary and Target Bonus.

The Severance Plan Amendment was recommended to the Board by the
Compensation Committee of the Board on Sept. 27, 2012.  The
Compensation Committee engaged an independent consultant to review
the severance plans of the Company's peer group.  The consultant
recommended this amendment to bring the Severance Plan in line
with market standards.  The Compensation Committee determined that
the amendment was necessary to strengthen employee retention
efforts and improve workforce morale.

A copy of the Severance Plan is available for free at:

                        http://is.gd/TCUr8j

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DUTCH GOLD: Incurs $366,000 Net Loss in Third Quarter
-----------------------------------------------------
Dutch Gold Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $366,913 on $0 of sales for the three months ended
Sept. 30, 2012, compared with a net loss of $1.78 million on $0
of sales for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.36 million on $0 of sales, compared with a net loss
of $4.38 million on $0 of sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.65
million in total assets, $7.17 million in total liabilities and a
$2.23 million total stockholders' deficit.

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

                         http://is.gd/uZgksV

                          About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.


DYNEGY INC: Bankruptcy Impacts NY School District's Revenues
------------------------------------------------------------
Pauline Liu at Times Herald-Record reports that, in the face of
Dynegy's Chapter 11 bankruptcy and sale, the Marlboro School
District will be holding a series of public meetings at the high
school, beginning November 28, 2012.

According to the report, the purpose is to discuss the realignment
of the district.  Since the owners of the Roseton and Danskammer
plants have filed to have their tax assessments cut by more than
90%, the school district, the town of Newburgh and Orange County
could face about $23 million in lost revues.

The report notes a grassroots effort is under way to make sure the
meetings are well attended by the community.  The report relates,
while Dynegy tries to sell its plants to generate revenue,
district officials say they've reduced Marlboro's operating budget
and secured more than $4.5 million in reserves to pay for tax
issues.

The report notes the district is petitioning lawmakers in Albany
for relief from unfunded mandates and state aid reform.  It's also
hired an attorney to represent the district's interests in
Dynegy's bankruptcy case.

                           About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc. successfully completed its Chapter 11 reorganization
and emerged from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion and total
stockholders' equity of $6.68 million.


E-DEBIT GLOBAL: Expands Group Link E-Commerce Platform
------------------------------------------------------
E-Debit Global Corporation announced the expansion of its GROUP-
LINK sales and marketing agency with the integration of its
proprietary e-commerce platform.

"E-Debit has begun the integrated of its proprietary online
Payment Gateway that builds on our existing financial
infrastructure providing a no qualifying process for all levels
within the payment channel of the GROUP-LINK e-commerce network,"
advised Douglas Mac Donald," E-Debit's President and CEO.

"The GROUP-LINK e-commerce payment gateway will manage all sales,
purchases, commission payments and related product and services
expenditures effectively with no credit fees, overdraft charges,
late fees, or interest charges are ever added.  Our solution
provides for a safe, convenient, and flexible way to manage
customer sales and related payments of sales compensation with no
credit checks or credit applications required to Network
participants.

"We have focused on building an e-commerce industry leading
transaction platform supplying the latest of today's technological
advancements to establish unsurpassed reliability, stability and
high speed, combined with a major focus on enhanced PCI (payment
card industry) security and privacy to ensure the risk of security
compromise is reduced to the lowest possible level technically
available," added Mr. Mac Donald.

                  About E-Debit Global Corporation

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

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

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

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


EAST GREENBUSH, NY: Moody's Affirms 'Ba1' Gen. Obligation Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 general obligation
rating for the Town of East Greenbush (NY), affecting $2.1 million
in outstanding debt; the outlook remains stable. The bonds are
secured by a General Obligation pledge as limited by the Property
Tax Cap -- Legislation (Chapter 97 (Part A) of the Laws of the
State of New York, 2011).

Ratings Rationale

The Ba1 rating reflects the town's very weak financial position
after a multi-year trend of operating deficits resulted in a
fiscal 2009 accumulated General Fund balance deficit of $1.7
million (-22.7% of General Fund revenues). The Ba1 rating also
incorporates the town's moderately-sized tax base and above
average socio-demographic profile. While the town benefits from
the relatively stable capital region economy, given its location
in Rensselaer County (GO rated A1), economic growth is expected to
remain stable given the ongoing weak national economy. The rating
also reflects the town's average direct debt burden which is
expected to remain low given rapid amortization of principal (100%
repaid within 10 years) and the absence of future borrowing.

The stable outlook reflects management's ongoing efforts to
eliminate the town's deficit through annual budgeted deficit
reduction plans and conservative budgeting on revenues and
expenditures.

Strengths:

* Town's proximity to the City of Albany (GO rated A1)

* Above average wealth levels

Weaknesses:

* Recurring operating losses resulting in a substantial deficit
   and lack of liquidity

* Deficit reduction plan not expected to result in positive fund
   balance for seven years

Outlook

The stable outlook reflects the town's recently demonstrated
ability to manage its deficit financial position and continue to
eliminate the interfund loans to the town's water and sewer funds.
The town's ability to produce financial statements in a more
timely fashion will be a key component moving forward.
Conservative budgeting and continued prudent fiscal management
will also be key rating factors in future rating reviews.

What Could Make The Rating Go Up

* Implementing the plan to stabilize operations

* Demonstrated progress toward restoring satisfactory financial
   flexibility

* Timely reporting of annual update documents and audited
   financial statements

What Could Make The Rating Go Down

* Further deterioration of the town's reserves and negative cash
   position.

* Inability to access the capital markets for the issuance of
   BAN's resulting in a default or diminished liquidity.

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


EASTBRIDGE INVESTMENT: Inks Merger Pact with Cellular Biomedicine
-----------------------------------------------------------------
EastBridge Investment Group entered into an agreement to merge
with Cellular Biomedicine Group Inc., a translational medicine
company with serial preclinical and clinical research projects and
multiple planned clinical trials in the Greater China market.  The
combined company is expected to be headquartered in Delaware.

Under the terms of the merger agreement, CBMG shareholders will be
issued shares of EastBridge constituting 70% of the combined
company with the EastBridge shareholders retaining the other 30%.
The parties anticipate that CBMG's current Chairman and CEO Steve
Liu, will lead the combined company as Chairman and CEO;
EastBridge's current Chairman and CEO Keith Wong will take up two
new roles as Chief Business Development Officer, CBDO, and Board
Director of the combined company; and Norm Klein, the current COO
and CFO, will also take up two new roles as CFO and Board Director
of the combined company.  The transaction is expected to close
early in the first quarter of 2013.  Both companies have agreed to
continue to operate as separate divisions which should allow them
to continue to expand current business opportunities with each
other's assistance.  The combined company plans to apply for
listing on the NASDAQ exchange as soon as practicable with the
future Nasdaq ticker symbol "CBMG" reserved.

Led by a team of seasoned management personnel and scientists,
CBMG has developed cellular medicine technologies featuring
autologous and allogeneic platforms.  CBMG's portfolio of
intellectual property consists of in-house developed protocols for
regenerative medicine therapies and in-licensed immunotherapy
patents and know-how exclusively for Greater China.  In
collaboration with multiple Chinese AAA hospitals, CBMG maintains
a pipeline of clinical trials based on US protocols, including
treatments for knee osteoarthritis, liver cancer, skin cancer, and
spinal muscular atrophy.  CBMG operates two biologics GMP
facilities in China, which are compliant with U.S. standards.

Keith Wong, Chairman and CEO of EastBridge, stated, "We are happy
to announce the merger with CBMG as there are many clear synergies
between the two companies."  Steve Liu, Chairman and CEO of CBMG
stated, "We are very excited to be a part of China's $50 billion
pharmaceutical market today.  It is estimated that within five
years this market will become the second largest healthcare market
in the world.  We look forward to working with EastBridge to
augment CBMG's growth in these exciting times."

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/0PZeeP

                    About EastBridge Investment

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

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

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

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

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


EDIETS.COM INC: Borrows $1.5 Million from ASTV
----------------------------------------------
On Oct. 31, 2012, eDiets.com, Inc., entered into an Agreement and
Plan of Merger with As Seen On TV, Inc., eDiets Acquisition
Company, a wholly-owned subsidiary of ASTV, and certain other
individuals.  Pursuant to the Merger Agreement, Merger Sub will
merge with and into the Company, and the Company will continue as
the surviving corporation and a wholly-owned subsidiary of ASTV.

The Merger Agreement requires that ASTV lend the Company $1.5
million on terms substantially similar to those set forth in the
note issued by the Company to ASTV for $500,000, which was filed
with the Securities and Exchange Commission on Sept. 11, 2012.

On Nov. 16, 2012, the Company issued a promissory note to ASTV
pursuant to which the Company will borrow the Loan.  Interest
accrues on the New Note at a rate of 12% per annum, and at the
rate of 18% per annum during the continuance of an event of
default.  The New Note will mature on the date that is 10 business
days following the first to occur of the following: (i) the
closing date of the Merger Agreement; (ii) March 31, 2013; or
(iii) an event of default under the New Note.

All principal and accrued interest is due and payable in full on
the maturity date of the New Note.  If the maturity date occurs
after the closing date of the Merger Agreement, payment will be
made through conversion of the New Note into newly issued shares
of the Company's common stock at the same conversion price
established in the Merger Agreement for the Merger; otherwise,
payment will be made in cash.  If the Merger Agreement terminates,
ASTV will have the option to convert the New Note into newly
issued shares of the Company's common stock at a conversion price
of $0.54 per share.

Under the New Note, the Company must comply with a number of
covenants, including a covenant to make any payments due under the
New Note prior to making payments in respect of indebtedness
incurred following Nov. 16, 2012, and a covenant not to incur
certain additional indebtedness or grant certain liens over its
assets without the prior written consent of ASTV.

In addition, the Company and ASTV entered into an amendment,
amending the Original Note to provide for the same maturity as the
New Note.

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs.  eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 results, Ernst & Young LLP, 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 incurred recurring operating losses, was not
able to meet its debt obligations in the current year and has a
working capital deficiency.

The Company's balance sheet at June 30, 2012, showed $1.99 million
in total assets, $4.26 million in total liabilities, all current,
and a $2.26 million total stockholders' deficit.

                         Bankruptcy Warning

On Aug. 10, 2012, the Company entered into a letter of intent with
As Seen On TV, Inc., a direct response marketing company, whereby
ASTV agreed to acquire all of the Company's outstanding shares of
common stock in exchange for 16,185,392 newly issued shares of
ASTV common stock, representing an acquisition price of
approximately $0.80 per share of the Company's common stock.
Under the Letter of Intent, all of the Company's other outstanding
securities exercisable or exchangeable for, or convertible into,
the Company's capital stock would be deemed converted into, and
exchanged for securities of ASTV on an as converted basis
immediately prior to the record date of the acquisition.

Both before and after consummation of the transactions described
in the Letter of Intent, and if those transactions are never
consummated, the continuation of the Company's business is
dependent upon raising additional financial support.

"In light of our results of operations, management has and intends
to continue to evaluate various possibilities to the extent these
possibilities do not conflict with our obligations under the
Letter of Intent," the Company said in its quarterly report for
the period ended June 30, 2012.  "These possibilities include:
raising additional capital through the issuance of common or
preferred stock, securities convertible into common stock, or
secured or unsecured debt, selling one or more lines of business,
or all or a portion of the our assets, entering into a business
combination, reducing or eliminating operations, liquidating
assets, or seeking relief through a filing under the U.S.
Bankruptcy Code."


EDISON MISSION: Tax Sharing Agreements to Expire Next Year
----------------------------------------------------------
Edison Mission Group and Mission Energy Holding Company modified
certain tax sharing agreements to provide for expiration of the
agreements by their terms with respect to EME and its direct and
indirect subsidiaries at the close of the tax year ending Dec. 31,
2013.  Pursuant to the terms of the agreements as modified, unless
terminated earlier or further modified or extended, EME would no
longer participate in the tax allocation agreements with respect
to any tax years after 2013 and consequently no longer receive tax
allocation payments for tax years after 2013.

Discussions are ongoing among EME, Edison International, and
advisors to EME's noteholders regarding potential restructuring
transactions of EME.

A copy of the Modification to Tax Allocation Agreement is
available at http://is.gd/uiKYxJ

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or
leased interests in 39 operating projects with an aggregate net
physical capacity of 10,979 MW of which EME's pro rata share was
9,852 MW.  At Dec. 31, 2010, EME's subsidiaries and affiliates
also owned four wind projects under construction totaling 480 MW
of net generating capacity.

The Company reported a $360 million net loss for the first nine
months of 2012 on operating revenue of $1.01 billion.  It had a
net loss of $1.07 billion in 2011, compared with net income of
$163 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

                        Bankruptcy Warning

At June 30, 2012, EME, and its subsidiaries without contractual
dividend restrictions, had corporate cash and cash equivalents of
$879 million, which includes Midwest Generation's cash and cash
equivalents of $177 million.  EME and Midwest Generation's
previous revolving credit agreements have been terminated or
expired and no longer are sources of liquidity.  At June 30, 2012,
EME had $3.7 billion of unsecured notes outstanding, $500 million
of which mature in June 2013.

EME is currently experiencing operating losses due to lower
realized energy and capacity prices, higher fuel costs and lower
generation at the Midwest Generation plants.  Forward market
prices indicate that these trends are expected to continue for a
number of years.  As a result, EME expects that it will incur
further reductions in cash flow and losses in the current year and
in subsequent years.  A continuation of these adverse trends
coupled with pending debt maturities and the need to retrofit its
Midwest Generation plants to comply with governmental regulations
will exhaust EME's liquidity.  Consequently, EME will need to
consider all options available to it, including potential sales of
assets, restructuring, reorganization of its capital structure, or
conservation of cash that would be otherwise applied to the
payment of obligations.  EME has entered into non-disclosure and
engagement agreements with advisors representing certain of its
unsecured bondholders for the purpose of engaging in discussions
with those advisors and Edison International regarding EME's
financial condition.  Absent a restructuring of its obligations,
based on current projections, EME is not expected to have
sufficient liquidity to repay the $500 million debt obligation due
in June 2013.  As a result, EME may need to file for protection
under Chapter 11 of the U.S. Bankruptcy Code.

                           *     *     *

In August 2012, Moody's Investors Service downgraded the long-term
ratings of Edison Mission Energy and its subsidiary, Midwest
Generation Company, LLC (MWG), including EME's senior unsecured
notes to Ca from Caa3 and EME's Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) to Ca from Caa2.  The rating
outlook for EME and MWG is negative.

"The rating action reflects the high probability of a default over
the next several months as the capital structure appears likely to
be restructured in light of expected weak cash flow, environmental
capital requirements, and upcoming debt maturities," said A.J.
Sabatelle, Senior Vice President at Moody's. "The rating action
recognizes comments by EME's management in its recent SEC
quarterly filings concerning the increased default prospects for
EME and its subsidiary MWG, and factors in Moody's recovery
prospects for security holders at EME and MWG in a default
scenario," added Sabatelle.


ERA GROUP: Moody's Assigns 'B1' Corp. Family Rating
---------------------------------------------------
Moody's assigned a B1 Corporate Family Rating (CFR) to Era Group
Inc., a helicopter company which is currently a wholly owned
subsidiary of SEACOR Holdings Inc. (Ba1 negative). Moody's also
assigned a B2 rating to Era's planned offering of $200 million of
senior unsecured notes. Era will use the net proceeds from the
note offering to reduce the outstandings under its revolving
credit facility. The assigned ratings reflect SEACOR's intention
to spin-off Era to holders of SEACOR's common stock, as well as
the redemption of the Series B preferred stock held by SEACOR. The
outlook is stable.

"Era is a modest-sized helicopter company that has been rated at a
level consistent with its conservative growth plan," stated Stuart
Miller, Moody's Senior Credit Officer. "With its new stand-alone
status, Moody's future rating actions will be driven by
management's degree of success in executing this plan while
managing leverage lower."

Ratings Rationale

Era's B1 Corporate Family Rating (CFR) reflects its relatively
small scale and lack of operating history as a stand-alone
company. Capitalization at the time of its spin-off from SEACOR
Holdings Inc. (Ba1 negative) will be relatively high with debt to
EBITDA estimated to be 4.8x. However, leverage is expected to
decline to below 4.0x by the end of 2013 as minimal capital
expenditure commitments will result in significant free cash flow
which Moody's expects to be used to reduce senior secured debt
outstandings. Era's fleet of helicopters is a mix of light, medium
and heavy duty helicopters that are used primarily to fly
personnel and small equipment to offshore production platforms and
drilling rigs. Roughly two-thirds of the fleet is deployed in the
Gulf of Mexico, a region with nearly 1,900 offshore production
platforms with helipads. This installed base of platforms
generates demand for helicopter services that is largely
independent from commodity price cycles. A portion of the
company's fleet is made available for lease to third parties, a
strategy that has been used to penetrate international markets
creating greater geographic diversity. The B1 rating also
considers Era's sticky customer relationships in the oil and gas
industry and its ability to remain profitable throughout commodity
price cycles.

Era's senior unsecured notes are rated B2, one notch below the B1
CFR using Moody's Loss Given Default Methodology. The company's
$200 million revolving credit facility is secured by all of the US
assets. The unsecured notes are notched one level below the CFR
reflecting its subordinated position in the capital structure. The
notching from the CFR could increase to two notches if a material
amount of the revolving credit facility is drawn down, reducing
the rating of the unsecured notes to B3.

Moody's has assigned a SGL-2 Speculative Grade Liquidity Rating to
Era to reflect its good liquidity. The company is expected to have
positive free cash flow through the end of 2014 and minimal usage
under its $200 million revolving credit facility that matures in
December 2016. The credit facility has maintenance covenants that
include a maximum leverage ratio of 5.0x and a minimum interest
coverage ratio of 3.0x. By Moody's estimates, Era will be able to
comfortably comply with these covenant requirements under its
current business plan. Periodically, Era sells older aircraft
using the proceeds to purchase newer equipment. The periodic sale
of equipment provides an additional source of liquidity for the
company.

The outlook is stable. Because of its small scale and limited
history operating as a stand-alone company, a rating upgrade is
unlikely in 2013. Once Era is more seasoned, Moody's would
consider an upgrade if leverage approaches 3.0x, EBITDA is over
$100 million, and if Moody's expected the company to continue to
generate free cash flow. The B1 CFR is predicated on an
expectation that leverage will be managed below 4.0x by mid 2013.
If leverage remains near 4.5x, a downgrade would be considered as
it represents a more aggressive financial policy than what is
currently envisioned.

The principal methodology used in rating Era Group was the Global
Oilfield Services 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.

Era Group Inc. has a fleet of 179 helicopters that are used to
provide transportation services primarily to the offshore oil and
gas industry. Era, currently a subsidiary of SEACOR Holdings Inc.,
is expected to be spun-off within the next few months. The company
is headquartered in Houston, Texas.


EVELYN HILL: Liberty Island Concessionaire Cuts 170 Jobs
--------------------------------------------------------
Lisa Fickenscher, writing for Crain's New York Business, reports
that:

     -- Evelyn Hill Inc., the concessionaire that runs the cafes
        and gift shops in Liberty and Ellis Islands, laid off 170
        people; and

     -- Statue Cruises, the ferry company that brings visitors to
        the monuments, laid off 130 employees.

According to the report, both companies have sustained severe
financial losses due to Superstorm Sandy.  The report notes, while
Evelyn Hill has laid off all but three employees, Statue Cruises
has been able to retain some workers. It continues to offer harbor
cruises that get visitors as close as possible to the Statue of
Liberty without setting foot on the island.

Crain's also relates employees who provide security services or
work for an audio firm that allows visitors to listen to the
history of both islands while they take in the sights, were also
laid off.

The report notes the National Park Service, which operates both
islands, is assessing damage, which includes destroyed electrical
systems, walkways and docks.  While the federal agency has not
said when it expects the islands to reopen, some people close to
the situation believe it will be many months.

"My guess is that they will be fully operational by April 1," said
Bradford Hill, president of Evelyn Hill, which has been the
concessionaire at Liberty Island, its primary business, for 81
years, according to the report.

The report relates Mr. Hill estimates that his firm will lose $6.8
million in revenues from November through March, while Statue
Cruises' revenues are off by 80%.  In fact, Statue Cruises was
displaced from its offices at Liberty State Park, which was
flooded, and is operating on one of its ferries in the marina.


FTLL ROBOVAULT: U.S. Trustee Won't Form Creditors Committee
-----------------------------------------------------------
The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

                       About FTLL RoboVault

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Bankruptcy Judge Raymond B. Ray
presides over the case.  Lawrence B. Wrenn, Esq., serves as the
Debtor's counsel.

Developer Marvin Chaney signed Chapter 11 petitions for Robo Vault
and affiliate Off Broward Storage.  The companies own modern
storage warehouses in Fort Lauderdale.

The petition scheduled $18,665,069 in assets and $21,528,776 in
liabilities.


FTS INT'L: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ft. Worth, Texas-based FTS International Services LLC
(formerly known as Frac Tech Services LLC) to 'B-' from 'B'. The
outlook is negative.

"We also lowered our issue rating on the company's senior
unsecured debt to 'B+' (two notches higher than the corporate
credit rating) from 'BB-'. The recovery rating remains '1',
indicating our expectation of very high (90% to 100%) recovery for
bondholders in the event of a payment default," S&P said.

"We also lowered our issue rating on the structurally subordinated
term loan held at the company's parent, FTS International Inc.
(FTI), to 'CCC+' (one notch below the corporate credit rating)
from 'B'. We revised our recovery rating on the term loan to '5',
indicating our expectation of modest (10% to 30%) recovery for
creditors in the event of a payment default, from '4'," S&P said.

"Significant capacity additions and high costs combined with
moderating U.S. demand due to low natural gas prices have
continued to depress margins in the fracture stimulation
industry," said Standard & Poor's credit analyst Carin Dehne-
Kiley. "As a pure-play fracturing services provider, FTS' gross
margins have dropped to below 20% in the third quarter of 2012
from over 50% in the first half of 2011, with corresponding EBITDA
margins falling to 9% from about 40%, respectively. Although we
had anticipated a slight recovery in the fourth quarter of 2012,
accelerating into 2013, we have pushed out our recovery
expectations to mid-to-late 2013. Consequently, we have reduced
our EBITDA estimates for the fourth quarter of 2012 and 2013. As a
result, we expect credit protection measures at the end of 2013 to
weaken beyond levels appropriate for the 'B' rating, and thus we
are lowering the corporate credit rating on FTS to 'B-'."

"The ratings on FTS reflect our view of the company's 'vulnerable'
business risk profile, 'highly leveraged' financial risk profile,
and 'less-than-adequate' liquidity. The company is one of the top
five fracturing service providers in North America. Fracturing (or
fracking) services are primarily pressure-pumping services
provided to exploration and production (E&P) companies in the oil
and gas industry as part of well completion, and are subject to a
high degree of demand and price volatility. FTS is particularly
vulnerable to demand volatility given that it is completely
reliant on this single product line within the oilfield services
industry. FTS is vertically integrated in fracking services and we
believe this vertical integration provides a competitive advantage
by assuring timely equipment deliveries, reducing maintenance
downtime and avoiding the proppant delivery bottlenecks that have
plagued others in the industry. However, in a market downturn the
company's margins are exposed to excess manufacturing, processing,
and transportation capacity, as the experience of the last few
quarters attests," S&P said.

"The negative outlook reflects FTS' potential covenant violations,
and the possibility that debt-to-EBITDA could exceed levels that
are appropriate for the rating. Last year's aggressive buyout
financing left the company with an above-average debt load
relative to the extreme volatility of EBITDA and cash flows in the
fracking industry. We could downgrade the company if we no longer
expect fracking industry fundamentals to recover in mid to late
2013 or if the company is unable to reduce costs, which could well
result in deteriorating liquidity and covenant breaches," S&P
said.

"We could revise the outlook to stable if U.S. fracking market
conditions were to improve above our current expectations and we
believed these conditions would be sustainable. We could also
revise the outlook to stable if the company is successful in
meaningfully reducing its debt, potentially from an IPO or an
equity infusion by a strategic investor," S&P said.


GELTECH SOLUTIONS: OKs New Employment Agreements with Executives
----------------------------------------------------------------
GelTech Solutions, Inc., approved new employment agreements for
Michael Cordani, chief executive officer; Joseph Ingarra,
president; Peter Cordani, chief technology officer; and Michael
Hull, chief financial officer.

The employment agreements provide for base salaries of $150,000
and 800,000 stock settled stock appreciation rights of which (i)
200,000 vested immediately, (ii) 200,000 vest upon the Company
generating $3,000,000 in revenue in any 12-month period, (iii)
another 200,000 vest upon the Company generating $5,000,000 in
revenue in any 12-month period and (iv) another 200,000 vest upon
the Company generating $6,000,000 in revenue in any 12-month
period.  The SARs are exercisable at $0.45 per share over a 10-
year period.  Messrs. Michael and Peter Cordani and Joseph Ingarra
agreed to cancel the 250,000 stock options granted to each of them
in their prior employment agreements.

These executives' base salary will increase to: (i) $170,000 upon
the Company generating $3,000,000 in revenue in any 12-month
period, (ii) $190,000 upon the Company generating $5,000,000 in
any 12-month period and (iii) $200,000 upon the Company generating
$6,000,000 in any 12-month period.

Additionally, the Company approved an employment agreement for
Jerome Eisenberg, the Company's Executive Chairman and Chairman of
the Board.  Mr. Eisenberg will receive a base salary of $200,000
per year and was granted 800,000 restricted stock units vesting on
identical terms as the SARs.  All of the executives will receive a
monthly a car allowance of $600 per month. The Compensation
Committee will also have the discretion to award each of the
executives a bonus based upon job performance, revenue growth or
any other factors determined by the Committee.

Each of the employment agreements is effective as of Oct. 1, 2012,
and is for a four-year term.

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

The Company's balance sheet at Sept. 30, 2012, showed
$1.8 million in total assets, $3.6 million in total liabilities,
and a stockholders' deficit of $1.8 million.

"As of Sept. 30, 2012, the Company had a working capital deficit,
an accumulated deficit and stockholders' deficit of $514,338,
$24,605,573 and $1,817,980, respectively, and incurred losses from
operations of $1,805,687 for the three months ended Sept. 30,
2012. and used cash from operations of $943,191 during the three
months ended Sept. 30, 2012.  In addition, the Company has not yet
generated revenue sufficient to support ongoing operations.  These
factors raise substantial doubt regarding the Company's ability to
continue as a going concern."

GEOKINETICS INC: Has Until Nov. 30 to Submit a Plan with NYSE
-------------------------------------------------------------
Geokinetics, Inc., obtains an extension until Nov. 30, 2012, to
submit a plan with the NYSE MKT LLC.

As previously reported, on Oct. 23, 2012, Geokinetics, received a
notice from NYSE indicating that the Company is not in compliance
with certain of the Exchange's continued listing standards set
forth in Part 10 of the Exchange's Company Guide, and the Company
has therefore become subject to the procedures and requirements of
Section 1009 of the Company Guide.

In order to maintain the listing of the Company's common stock on
the Exchange, the Company is required to submit a plan to the
Exchange addressing how it intends to regain compliance with the
continued listing standards.

If the Plan is accepted by the Exchange, the Company may be able
to continue the listing of the Company's common stock during the
plan period, during which time the Company will be subject to
periodic reviews to determine whether it is making progress
consistent with the Plan.  If the Plan is not accepted by the
Exchange, the Exchange will initiate delisting proceedings.  Even
if the Plan is accepted by the Exchange, the Exchange may initiate
delisting proceedings if the Exchange determines that the Company
is not making progress consistent with the Plan during the plan
period.

There can be no assurance that any Plan submitted by the Company
to the Exchange will be accepted by the Exchange or that if that
Plan is accepted that the Company will be able to make progress
consistent with the Plan.

                         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.


GIBRALTAR KENTUCKY: U.S. Trustee Balks at Plan Outline
------------------------------------------------------
Donald F. Walton, U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Southern District of Florida to deny
approval of the disclosure statement explaining Gilbraltar Kentucy
Development, LLC's proposed Chapter 11 Plan.

The U.S. Trustee says that the Disclosure Statement does not
contain adequate information as required by Section 1125 of the
Bankruptcy Code.  Specifically, the Disclosure Statement must,
among other things:

   -- disclose the names the equity holders and amount of
      membership interests held by each party;

   -- provide more information regarding the Debtor's operations;
      and

   -- provide sufficient information regarding the potential
      income the Debtor may receive from litigation against The
      Lindley Group.

As reported in the Troubled Company Reporter on Oct. 17, 2012,
according to the Disclosure Statement dated Sept. 21, 2012, the
Plan provides for the following treatment of claims:

   1. On the Effective Date, each holder of an allowed taxing
      authority claims will receive payment in full.

   2. Allowed general unsecured claims will be paid in full plus
      interest at 1% on the Confirmation Date.

   3. No plan payments other than full retention of paid for
      membership interests will be made to the equity interest
      holders of the Debtor.

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

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.


HII HOLDING: Moody's Assigns 'B2' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to HII Holding
Corporation's proposed first lien senior secured credit facilities
and a Caa1 rating to the company's proposed second lien credit
facilities. Proceeds from the transaction will help finance the
leveraged buyout of Houghton by Gulf Oil Corp. Ltd., a portfolio
company of privately-owned investment firm Hinduja Group, from
existing private equity sponsor AEA Investors LLC. Moody's also
assigned a B2 Corporate Family Rating ("CFR") and B2 Probability
of Default Rating to HII Holding Corporation, which will merge
into Houghton International, Inc. Houghton International Inc. is
expected to be the surviving entity and borrower under the
proposed credit facilities following the completion of the
proposed financing. The rating outlook is stable.

The transaction will result in an increase in debt of
approximately $400 million and a higher interest burden relative
to the current capital structure. As a result, Moody's expects
interest coverage to decline to the low 2 times EBITDA/Interest
range (from the mid 3 times) and financial leverage to rise to the
mid 6 times adjusted debt/EBITDA range (from the mid 3 times LTM
9/30/2012). However, the deterioration in credit metrics will not
cause a change relative to the existing B2 CFR due to anticipated
improvement in credit measures, expectations for solid free cash
flow, and some benefit from additional opportunities afforded by
the new ownership structure.

The actions:

  Issuer, HII Holding Corporation

   Corporate Family Rating, Assigned B2

   Probability of Default Rating, Assigned B2

   $50 million First Lien Senior Secured Revolving Credit
   Facility due 2017, Assigned Ba3 (LGD3 31%)

   $535 million First Lien Senior Secured Term Loan due 2019,
   Assigned Ba3 (LGD3 31%)

   $250 million Second Lien Senior Secured Term Loan due 2020,
   Assigned Caa1 (LGD5 80%)

   Outlook, Stable

The assigned ratings are subject to Moody's review of final terms
and conditions of the proposed transaction.

Rating Rationale

The B2 CFR is constrained primarily by weak credit measures for
the rating category. The rating also considers Houghton's modest
size, inconsistent free cash flow generation, and exposure to
cyclical end markets such as automotive and steel. While
restructuring activities, acquisitions, and the global
macroeconomic environment have made it difficult to interpret
Houghton's true earnings and cash flow potential, operating
margins have improved steadily over the past few years as the
company has streamlined its operations and increased its revenues.
The ratings consider favorably the necessity of the company's
products, long-term relationships with a broad customer base,
meaningful switching costs in certain applications, operational
and geographic diversity, and a track record of operating with
significant financial leverage. The rating also incorporates the
potential strategic benefits of ownership by Gulf Oil, but does
not incorporate direct credit support from Gulf because Houghton
will be operated as a standalone entity with non-recourse
financing.

The stable rating outlook assumes that Houghton will reduce
financial leverage to well below 6 times over the next twelve-to-
eighteen months. Moody's could downgrade the rating if Moody's
expects leverage sustained above 6 times, interest coverage below
2 times, or free cash flow below 2% of debt. Moody's could upgrade
the rating with expectations for leverage sustained below 4 times,
free cash flow approaching 10% of debt, and a commitment to more
conservative financial policies.

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

Houghton International Inc. manufactures and markets metalworking
fluid products and services. Gulf Oil Corp. Ltd., owned by
investment firm Hinduja Group, agreed to acquire Houghton in a
secondary buyout transaction from AEA Investors in November 2012.
Gulf intends to operate Houghton as a standalone entity with non-
recourse financing. Headquartered in Valley Forge, Pa., the
company generated revenues of $858 million for the twelve months
ended September 30, 2012.


HILEX POLY: S&P Withdraws 'B' Corp. Credit Rating at Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating, on Hartsville, S.C.-based Hilex
Poly Co. LLC at the company's request.


HORNE INTERNATIONAL: Delays Form 10-Q for Third Quarter
-------------------------------------------------------
Due to reduced staffing levels, Horne International, Inc.,
experienced delays in closing its quarter, and consequently the
Company's independent registered public accounting firm was unable
to complete its review of the Company's quarterly report on Form
10-Q for the period ended Sept. 23, 2012, within the prescribed
time period without unreasonable effort or expense.  The Form 10-Q
will be filed no later than the fifth calendar day following the
prescribed due date.

                     About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

The Company reported a net and total comprehensive loss of
$121,000 on $5.68 million of revenue for the 12 months ended Dec.
25, 2011, compared with a net and total comprehensive loss of
$1.04 million on $3.43 million of revenue for the 12 months ended
Dec. 26, 2010.

In its audit report accompanying the 2011 financial statements,
Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt as to the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
continuing net losses for each of the last four years and as of
Dec. 25, 2011, current liabilities exceeded current assets by
$900,000.

The Company's balance sheet at June 24, 2012, showed $1.19 million
in total assets, $2.48 million in total liabilities and a $1.28
million total stockholders' deficit.


HOUGHTON INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Houghton International Inc. The outlook is
stable. "At the same time, we removed all ratings on the company
from CreditWatch with negative implications, where we placed them
on Nov. 7, 2012, following the announcement that Hinduja Group
subsidiary, Gulf Oil Corp. Ltd., had entered into a definitive
agreement to acquire the company," S&P said.

"At the same time, we assigned our 'B' issue-level ratings (the
same as the corporate credit rating) to Houghton International
Inc.'s $50 million revolving credit facility and $410 million
first lien term loan facility. We also assigned our 'B' issue-
level rating to Houghton Europe B.V.'s EUR100 million first-lien
term loan. The recovery ratings are '3', indicating our
expectation of meaningful recovery (50%-70%) in the event of a
payment default," S&P said.

"We also assigned our 'CCC+' issue-level rating and '6' recovery
rating to Houghton International Inc.'s $250 million second-lien
term loan facility, indicating our expectation of negligible
recovery (0%-10%) in the event of a payment default," S&P said.

The company proposes to use the proceeds from the new debt, along
with equity from Gulf Oil, to refinance existing debt and fund the
acquisition of Houghton from AEA Investors L.P.

"The ratings on Houghton reflect the company's participation in
the highly competitive metalworking fluids industry, exposure to
cyclical end markets, volatile raw material cost base, and
increased debt leverage resulting from the proposed transaction,"
said credit analyst Seamus Ryan.

"The stable outlook reflects our expectation that Houghton will
maintain profitability and generate sufficient cash flow to
improve financial metrics over the next year, despite an increase
in reported debt," S&P said.

"We could lower the ratings if volumes continue to decline in 2013
without offsetting cost reductions or improvements to material
margins. In such a scenario, revenue could decline by at least 5%
and EBITDA margins could drop by almost 200 basis points. This
could result in FFO-to-adjusted debt approaching 5%. We could also
lower the ratings if the new ownership institutes financial
policies that do not allow Houghton to reduce debt leverage," S&P
said.

"While we view this scenario as less likely because of the
significant increase in debt, we could raise the ratings if
revenues grow by about 10%, EBITDA margins improve by more than
200 basis points, and the company uses excess cash flow to reduce
debt. To consider a higher rating, we would also need further
insight into new ownership's financial profile and financial
policies, including how they plan to balance debt reduction,
growth investment, and returning capital to shareholders," S&P
said.


INERGY MIDSTREAM: Moody's Assigns 'Ba3' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
("CFR") to Inergy Midstream L.P. ("NRGM"). Moody's also assigned
both a B1 rating to NRGM's proposed $400 million senior unsecured
notes due 2020 and a speculative grade liquidity rating of SGL-3.
The assigned ratings are subject to Moody's review of final terms
and conditions of the transaction, which is expected to close by
mid December 2012. The rating outlook is stable. This is the first
time that Moody's has rated Inergy Midstream L.P.

Proceeds from the transaction will be used to partially fund the
acquisition of North Dakota based Rangeland Energy and repay
borrowings under NRGM's revolving credit facility. Pro forma for
the equity issuance related to the Rangeland acquisition, Inergy
L.P. ("NRGY") is expected to own two-thirds of NRGM's common
units. The companies share the same management team.

"The Ba3 ratings reflect NRGM's stable fee-based cash flows which
are balanced against its relatively modest size and MLP business
model that entails high distributions and ongoing need to access
capital markets," said Arvinder Saluja, Moody's Analyst.

Assignments:

  Issuer: Inergy Midstream, LP

     Corporate Family Rating, Ba3

     Probability of Default Rating, Ba3

     $400 million Senior Unsecured Notes due 2020, B1, LGD5, 78%

     Speculative Grade Liquidity Rating, SGL-3

Outlook, Stable

Ratings Rationale

NRGM's Ba3 CFR reflects its large base of fee-based revenue,
weighted average contract life of five years, and negligible
commodity price exposure. NRGM also benefits from the advantaged
locations of its natural gas and natural gas liquids (NGL)
midstream storage and transportation assets in the Marcellus shale
in New York and Pennsylvania, and, through its acquisition of
Rangeland Energy, crude oil infrastructure, the COLT Hub, in the
Bakken. NRGM's assets are long-lived and relatively new and will
require little maintenance capex over the near term.

At the same time, the CFR also recognizes NRGM's modest size
relative to other similarly rated midstream peers; a degree of
customer concentration; reliance on natural gas and NGL markets
that are experiencing reduced price volatility; the inherent risks
of the MLP model that entails high distributions and the ongoing
need to access capital markets to fund growth capital
expenditures; and the execution risk associated with a growth
strategy expected to rely both on organic expansion and
acquisitions.

Moody's expects NRGM to have adequate liquidity through 2013 as
indicated by the assignment of the SGL-3 rating. At September 30,
2012, NRGM had no cash balance and $181 million available on its
$600 million secured revolving credit facility The availability
under its credit facility would improve to over $350 million
following the notes issuance providing the company adequate
liquidity as NRGM is expected to spend limited maintenance capex
in 2012, and could have some degree of flexibility on its growth
capex. NRGM is expected to have sufficient cushion under its
financial covenants over the next 12 months. The credit facility
is secured by all assets, leaving NRGM limited ability to raise
additional liquidity through asset sales.

The stable outlook reflects Moody's expectation that NRGM would
continue to successfully operate independently from NRGY, maintain
its leverage below 4x, and successfully complete the expansions
planned for the near term. The ratings could be upgraded if the
partnership increases its annual EBITDA generation to over $300
million while sustaining its leverage below 3.5x. However,
sustained leverage greater than 4.5x due to deteriorating
operating performance or a material leveraging transaction, or
weakness in liquidity could result in a rating downgrade.

The B1 senior unsecured note rating reflects NRGM's overall
probability of default, to which Moody's assigns a PDR of Ba3, and
a loss given default of LGD5-78%. The size of the senior secured
credit facility's potential priority claim relative to the senior
unsecured notes results in the notes being rated one notch beneath
the Ba3 CFR under Moody's Loss Given Default Methodology.

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

Inergy Midstream, L.P. is a publicly traded master limited
partnership (MLP) that currently owns and operates natural gas
transportation and storage, natural gas liquids storage, and salt
mining assets. NRGM is in process of acquiring crude oil storage
and terminaling assets in North Dakota. NRGM is controlled by
Inergy, L.P. which owns 66% of the outstanding common units (pro
forma for equity issuance related to Rangeland acquisition), 100%
of incentive distribution rights, and indirectly owns the non-
economic general partnership interest.


INERGY MIDSTREAM: S&P Assigns 'BB' CCR, Rates $400MM Notes 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Inergy Midstream L.P. "At the same time, we
assigned an issue-level rating of 'BB' and a recovery rating of
'4' to the partnership's and NRGM Finance Corp.'s $400 million
senior unsecured notes due 2020. The '4' recovery rating indicates
that lenders can expect average (30% to 50%) recovery if a payment
default occurs. The outlook is stable. The partnership intends to
use net proceeds to partially fund its acquisition of Rangeland
Energy LLC and to repay debt outstanding under its revolving
credit facility," S&P said.

"We also withdrew our 'BB-' corporate credit rating on parent
Inergy L.P. and our issue ratings on the partnership's debt at the
partnership's request," S&P said.

Standard & Poor's rating on Inergy Midstream reflects the
consolidated credit profile with parent Inergy L.P. and the
partnership's "fair" business risk profile and "significant"
financial risk profile under S&P's criteria. Inergy L.P. maintains
a significant strategic influence over Inergy Midstream because
it owns the general partnership interest in Inergy Midstream as
well as about 66% of its limited partnership units (pro forma for
the privately-placed common units issued in connection with the
Rangeland acquisition).

"We base the fair business risk profile on the partnership's
position as a midstream energy provider focused mainly on natural
gas storage operations in the Northeast U.S. and Texas, natural
gas transportation, and natural gas liquids and crude oil
logistics and storage," said Standard & Poor's credit analyst
Michael Grande.

"The partnership's significant financial risk profile reflects our
expectation that debt to EBITDA will be about 3.25x for Inergy
Midstream only and about 3.5x to 3.75x on a consolidated basis."

"The stable outlook on Inergy Midstream reflects our expectations
that consolidated financial leverage will be about 3.5x in 2013,
and that the partnership will successfully integrate the Rangeland
acquisition and execute on its organic growth initiatives. Higher
ratings are unlikely over the next 12 to 18 months, due to the
midstream businesses' limited scale and asset diversity, as well
as our belief that natural gas storage cash flows could face
recontracting risk during this period. We could raise the rating
over time if the partnership continues to expand and diversify its
midstream business while consistently maintaining consolidated
total adjusted debt to EBITDA below 4x. We could lower the rating
if the natural gas storage business underperforms or the midstream
expansion projects endure meaningful cost overruns or delays such
that total adjusted debt to EBITDA approaches 5x," S&P said.


INNOVATIVE FOOD: Reports $1.60-Mil. Profit in Third Quarter
-----------------------------------------------------------
Innovative Food Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.60 million on $5.13 million of revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$141,646 on $2.89 million of revenue for the same period a year
ago.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $6,644 on $12.76 million of revenue, compared with net
income of $591,086 on $8.14 million of revenue for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $3.25
million in total assets, $6.51 million in total liabilities and a
$3.26 million total deficiency.

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

                        http://is.gd/om7Us9

                       About Innovative Food

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.

In its audit report for the 2011 financial statements, RBSM LLP,
in New York, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses from
operations since its inception and has a working capital
deficiency.

The Company reported net income of $1.49 million in 2011, compared
with a net loss of $2.11 million in 2010.


INTELLICELL BIOSCIENCES: Incurs $1.7-Million Net Loss in Q3
-----------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.74 million on $186,073 of total revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$6.19 million on $20,050 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 $210,242 on $354,942 of total revenue, compared with a
net loss of $19.39 million on $80,550 of total revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.

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

                        http://is.gd/0aJ6wO

                        Sells 833,333 Units

On Nov. 13, 2012, Intellicell entered into a securities purchase
agreement with a purchaser that qualified as an accredited
investor, pursuant to which the Company sold the investor 833,333
units, each unit consisting of two shares of the Company's common
stock, par value $0.001 per share and a warrant to purchase a
share of common stock, for aggregate gross proceeds of $250,000.
The Warrant is exercisable for a period of five years from the
date of issuance at an initial exercise price of $0.45, subject to
adjustment.  The exercise price of the Warrant is subject to
customary adjustments for stock splits, stock dividends,
recapitalizations and the like.

The investor has contractually agreed to restrict its ability to
exercise the Warrant such that the number of shares of the Company
common stock held by the investor and its affiliates after such
exercise does not exceed 9.99% of the Company's then issued and
outstanding shares of Common Stock.

                  M. Hershman Appointed Director

The board of directors of the Company appointed Michael Hershman
as a director of the Company, effective Nov. 19, 2012.  Mr.
Hershman does not have any family relationship with any director,
executive officer or person nominated or chosen by the Company to
become a director or executive officer.

Mr. Hershman has been president and chief executive officer of The
Fairfax Group LLC, an investigative, security and crises
management firm, since founding the company in 1983.   Mr.
Hershman is an internationally recognized expert on matters
relating to transparency, accountability, governance, litigation
and security.  Over the years, Mr. Hershman has served as a senior
staff investigator for the Senate Watergate Committee, as chief
investigator for a joint Presidential and Congressional
commission, reviewing state and federal laws on wiretapping and
electronic surveillance, as chief investigator for the Federal
Election Commission, as deputy staff director for the Subcommittee
on International Organizations of the U.S. House of
Representatives and as deputy auditor general for the Foreign
Assistance Program of the U.S. Agency for International
Development.

For the past twelve years Mr. Hershman has been a member of
Interpol's International Group of Experts on Corruption and now
serves as Vice Chairman.  Mr. Hershman is also on the board of the
International Anti-Corruption Conference Committee, the Financial
Coalition against Child Pornography, a project of the National
Center for Missing and Exploited Children and he is a member of
the Advisory Council of the George Mason University School of
Information Technology and Engineering.

                             FDA Letter

The Company received a letter from the Food and Drug
Administration as part of its ongoing discussion and
correspondence with the FDA regarding a warning letter the Company
received from the FDA on March 13, 2012.  The FDA stated in the
FDA Letter that it believes that the Company's process does not
meet the definition of minimal manipulation, does not fall within
the definition of homologous use of the adipose tissue and is not
the same surgical procedure under 21 CFR 1271.3(f)(1), 21 CFR
1271.10(a)(2) and 21 CFR 1271.15(b), respectively, and as such,
the Company is required to have FDA approval for its product, and
file an investigational new drug (IND) application for planned in-
human clinical studies.  The Company intends to file an appeal
with FDA under 21 CFR 1075 for internal review of the FDA's
decisions.  The Company has made every effort to comply with FDA
requirements for human cell and tissue products ("HCT/Ps") that
are not subject to FDA pre-approval and it continues to believe
that its product/process is compliant with currently FDA
requirements.

                   About Intellicell Biosciences

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

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


INVENTIV HEALTH: Moody's Cuts CFR to 'Caa1'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of inVentiv Health, Inc. to Caa1 from B3. Moody's also downgraded
the ratings on the senior secured credit facilities to B2 from B1.
There is no change to the Caa2 rating on InVentiv's unsecured
notes. Concurrently Moody's lowered inVentiv's liquidity rating to
SGL-4 from SGL-3, reflecting Moody's concerns about weakening
liquidity and the heightened risk of a covenant breach over the
next 12 months. The outlook remains negative.

The rating downgrade reflects Moody's concerns about inVentiv's
very high leverage, which continues to increase due to declining
year-over-year EBITDA and increased borrowings under the revolver.
Giving benefit for the pro forma impact of acquisitions,
discontinued operations and future cost savings and synergies,
Moody's estimates leverage, on a trailing twelve month basis, is
around 8.0 times. Excluding pro forma adjustments, debt to EBITDA
is much higher, at approximately 10.0 times. These metrics do not
add back stock-based compensation expense, management fees or one-
time cash tax receipts to EBITDA.

The downgrade also incorporates Moody's expectation for weak
liquidity over the next twelve months, characterized by negative
free cash flow, minimal cushion under the company's covenants and
substantial usage of the company's revolving credit facility.
Positive factors supporting the ratings are inVentiv's significant
size, scale and diversity of service offerings. Further supporting
the ratings is the equity sponsor's demonstrated willingness to
contribute incremental equity to inVentiv, as it did earlier this
year.

Ratings downgraded:

-- Corporate Family Rating, to Caa1 from B3

-- Probability of Default Rating, to Caa1 from B3

-- $130 million Senior Secured Revolver due 2015, to B2 (LGD2,
    26%) from B1 (LGD2, 25%)

-- $1.07 billion Senior Secured Term Loan due 2016, to B2 (LGD2,
    26%) from B1 (LGD2, 25%)

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

Ratings affirmed:

-- $825 million Unsecured Notes due 2018, Caa2 (LGD5, 81%)

The outlook is negative.

The negative outlook reflects the risk that EBITDA will continue
to decline over the next several quarters as well as Moody's
concerns about liquidity. Moody's could stabilize the outlook if
EBITDA shows signs of improvement and the company is expected to
have adequate cushion under its covenants and operating cash.

Moody's could downgrade the ratings if EBITDA continues to decline
and/or liquidity further weakens.

The ratings could be upgraded if the company is able to turn
around its operations resulting in EBITDA growth, such that
adjusted debt to EBITDA is expected to be sustained below 7.5
times. An upgrade would also require improvement in liquidity
including a combination of improved covenant cushion, revolver
availability, cash on hand or positive free cash flow.

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

inVentiv, headquartered in Burlington, Massachusetts, is a
provider of outsourced services to the pharmaceutical, life
sciences and healthcare industries. inVentiv provides a broad
range of clinical development, communications and
commercialization services to clients to assist in the development
and commercialization of pharmaceutical products and medical
devices. For the twelve months ended September 30, 2012, the
company reported greater than $1.5 billion in net revenues. In
August 2010, inVentiv was taken private by Thomas H. Lee Partners
and Liberty Lane Partners in a transaction valued at $1.1 billion.


JAMES ROMELL ELLIS: Fails to Dismiss U.S. Trustee's Discharge Suit
------------------------------------------------------------------
Bankruptcy Judge Paul Mannes denied the request of debtor James
Romell Ellis to dismiss the complaint filed by W. Clarkson McDow,
Jr.  The U.S. Trustee filed the Complaint when Mr. Ellis was still
in Chapter 11 bankruptcy.  The U.S. Trustee seeks denial of the
Defendant's discharge pursuant to 11 U.S.C. Sections 1141(d)(3)(C)
and 727(a)(2)(B), (a)(3) and (a)(4).

James Romell Ellis and his then-spouse, Cynthia Denise Ellis, file
a joint petition under Chapter 7 of the Bankruptcy Code (Bankr. D.
Md. Case No. 11-21427) on May 31, 2011.  On Sept. 6, 2011, the
Debtors filed a motion to deconsolidate their joint case based on
impending divorce.  The cases were deconsolidated on Oct. 3, 2011.
On the same day, James filed for Chapter 7 (Case No. 11-28015).
On Oct. 24, 2012, James obtained an order converting his Chapter 7
case to a case under Chapter 11.

On Oct. 27, 2011, a Court order was entered discharging Cynthia
Denise Ellis in 11-21427.

On March 14, 2012, James obtained an order vacating the Oct. 24
order converting his Chapter 7 case to case under Chapter 11.  The
next day, the Court entered an order discharging James in his
Chapter 7 case.

At the request of the U.S. Trustee, however, the Court on May 25
vacated the March 14 and 15 orders.  Three days later, James
renewed his request for Chapter 7 conversion.

On Aug. 29, 2012, the U.S. Trustee filed the complaint objecting
to James' discharge.  On Sept. 4, an Order was entered denying
James' motion to vacate the order converting the Chapter 7 case to
Chapter 11, and granting the motion to convert Chapter 11 case to
a case under Chapter 7.

The case is W. CLARKSON McDOW, JR., UNITED STATES TRUSTEE
Plaintiff v. JAMES ROMELL ELLIS Defendant, Adv. Proc. No. 12-0578-
PM (Bankr. D. Md.).  A copy of the Court's Nov. 21, 2012
Memorandum of Decision is available at http://is.gd/C9EiyDfrom
Leagle.com.


JSH ENTERPRISES: Sports Bar Owner Files Bankruptcy to Halt Auction
------------------------------------------------------------------
Clarence Fanto at The Berkshire Eagle reports JSH Enterprises LLC,
the owner of a popular sports bar, Halpin's Grub and Grog, has
filed for Chapter 11 bankruptcy protection, listing assets of
$650,000 and debts of $900,000.

According to the report, JSH Enterprises, which lists Jeffrey S.
Halpin as president and manager, owns the property at 490
Pittsfield Road (Route 7 & 20) and a subsidiary business operates
the restaurant and sports bar, also managed by Mr. Halpin.  The
restaurant remains open and is typically packed wall-to-wall with
locals, especially on nights and weekend afternoons when major
sports contests are projected on an array of 10 big-screen TVs.

The report says the filing with the U.S. Bankruptcy Court in
Springfield carries an automatic freeze, usually 30 days, on any
auction of the property to satisfy the debts or other efforts by
creditors to collect money owed, which protects the business and
gives it time to seek repayment plans or other resolution of the
case.

The report relates an auction by Aaron Posnik Inc., of
Springfield, originally set for Nov. 29 has been postponed and
could be re-scheduled in a few weeks.  The sale would have covered
the land, building, equipment and furnishings, according to
Posnik's Web site.

The report notes the major creditor is Berkshire Bank, which holds
a first mortgage on the property opposite the Center at Lenox,
which houses the Price Chopper supermarket.  The amount owed to
the bank was not available.  The court petition, which requires a
judge's decision after the waiting period, also lists a second
mortgage-holder, Bay State Colony Development Corp. in Waltham,
just outside Boston, with an unspecified debt.  No other creditors
are listed on the document.

The report says Mr. Halpin and his wife at the time, Susan,
purchased the property, formerly Sophia's restaurant, for $695,000
in July 2008, according to Eagle files. The renovated site with
seating for about 90 people and a staff of 36 full- and part-time
employees opened in September of that year as an Irish-style
tavern with food, a full bar, pool tables and a lounge with video
games and a jukebox.

To finance the acquisition and to support a major overhaul of the
premises, a $794,750 mortgage was taken out from Legacy Banks,
which was merged into Berkshire Bank last year.  A U.S. Small
Business Administration loan also helped fund the renovation
costing about $300,000, which brought the total investment to just
shy of $1 million, the report notes.

Mr. Halpin's features regularly scheduled live music, with
bookings still listed on its website into next February, and it
won this year's Pittsfield Family YMCA "Wing Fling" competition.

Mr. Halpin did not respond to several messages seeking comment.
His attorney, Harris Aaronson of Pittsfield, was reported to be
unreachable for comment during the Thanks giving holiday period.
Berkshire Bank's attorney for the case, Richard Dohoney of Derosa
Dohoney LLP in Pittsfield, declined to discuss the case.


LEHMAN BROTHERS: Claims Totaling $19-Mil. Traded in September
-------------------------------------------------------------
According to SecondMarket's report, there were a few trading of
claims filed against estates under Chapter 11 protection in
September.

In Lehman Brothers Holdings, Inc.'s Chapter 11 case, only 216
claims valued at $19 million were traded.  MF Global topped the
list for both largest number of claims traded and total dollar
value of claims traded during the month, SecondMarket said.

For the months July and August, more than 700 claims valued at
$5.9 billion traded.  Around 13,281 claims with a total amount of
$41.146 billion that changed hands in Lehman's case for the
period July 2011 to July 2012.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Sues FSA, et al., to Disallow Claims
-----------------------------------------------------
Lehman Brothers Holdings Inc. filed two separate lawsuits against
FSA Administrative Services, LLC, seeking to disallow claims
against the company and its special financing unit.

Both lawsuits seek to disallow tens of millions of dollars in
claims filed by the trusts administered by FSA in connection with
the termination of their swap deals with Lehman's special
financing unit.  The claims total more than $44.3 million.

In court papers, Lehman lawyer, Jayant Tambe, Esq., at Jones Day,
in New York, said the claims "bear no relation to any actual
damages" suffered by the trusts.

Lehman also wants to recover through the lawsuits over $68.7
million, plus interest as well as attorney's fees and costs.

The lawsuits were filed on November 20 in the U.S. Bankruptcy
Court for the Southern District of New York, which oversees the
Chapter 11 cases of the Lehman units.

The first case is Lehman Brothers Holdings Inc. and Lehman
Brothers Special Financing Inc. vs. FSA Administrative Services
LLC, et al., 12-01979.  The other case is Lehman Brothers
Holdings Inc. and Lehman Brothers Special Financing Inc. vs. FSA
Administrative Services LLC, et al., 12-01980.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: German Unit Administrator to Earn EUR800-Mil.
--------------------------------------------------------------
The insolvency administrator of Lehman Brothers' German operations
is expected to receive up to EUR800 million in fees for winding
down the business, according to a November 22 report by Reuters.

"By reasonable consideration the fee will be around 300 to 800
million euros (US$387-US$1.03 billion)," Hubertus Kolster, the
head of the CMS Hasche Sigle law firm, told Reuters.

Lehman Brothers creditors argued CMS should only receive EUR200
million while an independent opinion requested by the law firm
suggested EUR$800 million, according to the report.

CMS Hasche Sigle is a commercial law firm based in Hamburg,
Germany.  More than 600 lawyers serve their clients in nine major
German commercial centres as well as in Brussels, Moscow and
Shanghai.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Man Group Sells Claims to Baupost for $456MM
-------------------------------------------------------------
Hedge fund Man Group Plc sold its claims against Lehman Brothers
Holdings Inc. to an affiliate of Baupost Group LLC for $456
million.

According to Nick Fletcher of The Guardian, Man sold its portfolio
of claims to Hutchison Investments, with Man in line for another
$5 million depending if the amount recovered passes certain
thresholds.  The claims, the report related, were acquired in July
2011 from funds managed by Man's GLG subsidiary for $355 million
and were valued at $346 million in June, so the sale price
represents a premium.

The Guardian added that proceeds of the sale will be used to
increase Man's regulatory capital surplus and lift its cash
position.  The report said the company has been struggling
recently as clients withdraw their cash after poor performances,
particularly from Man's flagship AHL fund.  The report noted that
the unit slashed costs and named Jonathan Sorrell, the son of the
boss of advertising group WPP, as its finance director.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Judge Refuses to Broaden Investor Claims
---------------------------------------------------------
Judge Lewis Kaplan of the U.S. District Court for the Southern
District of New York refused on Nov. 20 to revive some investor
claims that Lehman Brothers Holdings Inc. misled the market about
its exposure to risk in the run-up to the financial crisis,
saying the U.S. Supreme Court would have to review class action
law regarding separate but similar securities offerings,
according to Richard Vanderford of BankruptcyLaw360.

According to the report, investors wanted Judge Kaplan to undo
his decision to throw out class action claims related to Lehman
notes that they did not ever actually own.

In mid-October, Judge Kaplan dismissed some key claims in the
class action lawsuit against former officers of LBHI, including
claims based on overvalued real estate and repurchase agreements
known as Repo 105.  Judge Kaplan found that there was sufficient
evidence for the lawsuit to stand only for a few specific
instances of misrepresentations, including a Dec. 13, 2007 annual
report from Lehman and a Nov. 6, 2007 executive committee
meeting.

The California-based plaintiffs are composed of seven public
entities and an insurance company.  They filed the class action
lawsuit against LBHI's former officers, including ex-Chairman
Richard Fuld.  The California entities, which purchased Lehman
securities from October 25, 2004, through March 31, 2008, accused
management of misleading investors about key aspects of the
company's business.

The case is In re: Lehman Brothers Securities and ERISA
Litigation, U.S. District Court, Southern District of New York,
No. 08-05523.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: No More Archstone IPO After EQR, AvalonBay Deal
----------------------------------------------------------------
Equity Residential (NYSE: EQR) said Monday the company and
AvalonBay Communities, Inc. (NYSE: AVB) have entered into an
agreement with Lehman Brothers Holdings Inc. to acquire, for
approximately $16 billion, the assets and liabilities of Archstone
Enterprise LP, which consists principally of a portfolio of high-
quality apartment properties in major markets in the United
States.

Under the terms of the agreement, Equity Residential will acquire
roughly 60% of Archstone's assets and liabilities and AvalonBay
will acquire approximately 40% of Archstone's assets and
liabilities. The transaction is expected to close during the first
quarter of 2013.

The combined purchase price for the assets consists of (i) $2.7
billion in cash, (ii) a fixed number of shares of Equity
Residential and AvalonBay's common shares valued at $3.8 billion
as of the market's close on Friday, Nov. 23, 2012, and (iii) the
assumption of approximately $9.5 billion of debt and $330 million
of preferred equity. Of the debt to be assumed, approximately $8.6
billion is held by Fannie Mae and Freddie Mac, each of which has
agreed to the assumption of this debt by Equity Residential and
AvalonBay.

"Archstone's assets will fit perfectly into the Equity Residential
portfolio, further improve the overall quality of our assets and
add scale to our operating platform in our core markets," said
David J. Neithercut, Equity Residential's President and CEO.
"Furthermore, by funding much of this acquisition with proceeds
from the sale of assets in our non-core, exit markets, we are
accelerating the completion of the total transformation of our
portfolio. As a result, Equity Residential's future earnings and
shareholder return will be derived from the highest quality assets
in the nation's high-barrier, high-growth coastal markets."

The Wall Street Journal's Eliot Brown and Robbie Whelan note that
Lehman had been proceeding with plans to take Archstone public as
soon as next month, but Equity Residential -- which tried earlier
to buy into the company -- and AvalonBay sought to pre-empt the
IPO.  WSJ says the sale, which amounts to a roughly $16 billion
deal including debt, brings to a close a rocky five-year ride for
Lehman, which led a group to take Archstone private in 2007 before
the decline in the market led its value to plunge and helped
precipitate Lehman's collapse.

The WSJ report recounts Lehman tangled with partners Bank of
America Corp. and Barclays PLC over how to exit from the Archstone
deal before ultimately buying them out earlier this year.

According to WSJ, Archstone's planned $3.5 billion IPO had been
set to be the third-biggest in the U.S. this year, behind Facebook
Inc.'s $16 billion offering in May and the $4 billion U.S. listing
of Banco Santander's Mexican unit in September.

       Archstone Assets being acquired by Equity Residential

Equity Residential will acquire 78 wholly-owned stabilized
operating properties, consisting of 23,110 apartment units with an
average monthly rent of $2,492 per unit. The transaction values
the residential portion of these stabilized operating properties
at $367,003 per apartment unit. The capitalization (cap) rate is
approximately 5.0%. When adjusted for transaction costs and the
debt mark-to-market, the cap rate would be approximately 4.7%.

In addition, Equity Residential will acquire four properties
currently under development, one each in the Washington D.C. metro
area, San Francisco, Phoenix and South Florida, and 15 land sites
primarily in its core markets to be held for future development.
The company will also acquire a 60% interest in a joint venture
with AvalonBay.

                        Transaction Funding

Equity Residential will pay its portion of the transaction
consideration with $2.016 billion in cash and the issuance of
34,468,085 common shares to Lehman. In addition, the company will
be responsible for approximately $5.5 billion of consolidated and
unconsolidated secured debt (exclusive of an approximate $300
million mark-to-market adjustment), including $5.1 billion of
Fannie Mae and Freddie Mac secured debt for which consent to
assume has already been obtained.

The company has also obtained a commitment from Morgan Stanley
Senior Funding, Inc. to provide a $2.5 billion bridge loan
facility.

Equity Residential intends to fund a substantial portion of the
acquisition with proceeds from asset sales. Equity Residential
intends to use proceeds from approximately $3.0 billion to $4.0
billion in asset sales in exit markets such as Atlanta, Orlando,
Phoenix and Jacksonville and from the sale of non-core assets in
other markets between now and the end of 2013, most of which are
intended to be structured as tax free exchanges. Of this amount,
the company expects to close approximately $1.0 billion of its
asset sales by the close of the Archstone transaction and expects
that Archstone will sell approximately $750 million of assets that
were to be acquired by Equity Residential prior to the close of
the transaction, reducing Equity Residential's purchase price by a
like amount. The company then intends to sell approximately $2.0
billion to $3.0 billion in the balance of 2013, depending on
market and other conditions. Equity Residential currently has
approximately $400 million of assets under contract for sale;
approximately $250 million under letter of intent and over $2.0
billion in various stages of marketing, with several billion
dollars of additional assets identified and ready to begin the
marketing process. The company can make no assurance that it will
be able to complete its intended dispositions in the amount
targeted, in the time frame expected, on attractive terms, or at
all.

Other expected sources of capital to fund the transaction include
cash on hand, available borrowings under the company's $1.75
billion revolving credit facility, issuances of common shares,
debt financing, including potential new term loans or issuances of
unsecured debt.

             Joint Venture Arrangements with AvalonBay

Certain Archstone assets primarily comprised of its interests in
unconsolidated joint ventures that own apartment properties in
various U.S. markets as well as Archstone's interest in a
portfolio of apartment communities in Germany, will be placed in a
joint venture co-owned by Equity Residential and AvalonBay. Equity
Residential will maintain a 60% interest and AvalonBay will
maintain a 40% interest in the joint venture. The companies will
co-manage these assets while working towards a liquidation program
to preserve and enhance the value of the assets jointly owned. The
combined gross value for both companies is approximately $500
million, with a net value (after considering debt at share) of
approximately $170 million.

                           Other Matters

Lehman has entered into certain registration rights and
shareholder agreements with Equity Residential under which all the
shares issued to Lehman will have a lock up period of 150 days
following today's announcement. In addition to other restrictions,
as long as Lehman owns more than 5% of Equity Residential's
outstanding shares, Lehman will vote their shares in accordance
with the recommendations of Equity Residential's Board of
Trustees, subject to certain exceptions.

In the event that the Purchase Agreement is terminated by Lehman
due to the failure of Equity Residential and AvalonBay to satisfy
the conditions to closing, Equity Residential and AvalonBay are
jointly and severally liable to pay to Archstone liquidated
damages in an amount equal to $650 million, which amount will be
increased to $800 million if Equity Residential and AvalonBay
extend the closing date beyond 60 days following the date of the
Purchase Agreement.

                              Advisors

Morgan Stanley & Co. LLC served as Equity Residential's exclusive
financial advisor and Hogan Lovells US LLP and Morrison & Foerster
LLP as its legal advisors on these transactions. Greenhill served
as AvalonBay's financial advisor and Goodwin Procter LLP as its
legal advisor on these transactions. Gleacher & Company, who acted
as lead advisor, along with Citigroup and J.P. Morgan Securities
LLC., served as Lehman's financial advisors, and Weil, Gotshal &
Manges LLP served as its legal advisor in connection with this
transaction.

                      About Equity Residential

Equity Residential -- http://www.equityapartments.com/-- is an
S&P 500 company focused on the acquisition, development and
management of high quality apartment properties in top U.S. growth
markets. Equity Residential owns or has investments in 418
properties located in 13 states and the District of Columbia,
consisting of 118,986 apartment units.


LGI ENERGY: 8th Cir. Rules on Clawback Suit v. Utilities
--------------------------------------------------------
San Diego Gas & Electric Company and Southern California Edison
Company took an appeal from the bankruptcy court's judgments
against them under 11 U.S.C. Sec. 547(b) for payments they
received from LGI Energy Solutions, Inc., and LGI Data Solutions
Company, LLC, 1 in the 90 days prior to the bankruptcy petition
date.  After giving credit for certain "new value" transfers, the
bankruptcy court entered judgment against SCE for $131,267.63 and
against SDG&E for $31,242.63.

The Defendants assign error to three aspects of the bankruptcy
court's ruling.  They argue (1) that the transfers at issue
weren't preferential because the Defendants weren't creditors of
the Debtors, as required by Sec. 547(b)(1); (2) that the transfers
were not on account of antecedent debts, as required by Sec.
547(b)(2); and (3) that the bankruptcy court erred in limiting the
Defendants' new value credits to the value of the utility services
they provided to the Debtors' customers in the preference period.

The U.S. Bankruptcy Appellate Panel for the Eighth Circuit
affirmed the bankruptcy court's decision with regard to its
determination that the payments the Defendants received from the
Debtors are avoidable under 11 U.S.C. Sec. 547(b), but reversed on
the bankruptcy court's calculation of the Defendants' new value
credits.  Bankruptcy Judge Jerry W. Venters, who wrote the opinion
on behalf of the three-judge panel, held that SCE is entitled to a
new value credit for all but $25,625.75 of the transfers it
received and SDG&E is entitled to a new value credit to the full
extent of the transfers it received.

The appellate cases are John R. Stoebner, Trustee, Plaintiff-
Appellee, v. San Diego Gas & Electric Company, Defendant-
Appellant, In re: LGI Energy Solutions, Inc.; LGI Data Solutions
Company, LLC, Debtors; John R. Stoebner, Trustee, Plaintiff-
Appellant, v. Southern California Edison Company, Defendant-
Appellee, Nos. 12-6043, 12-6044 (8th Cir.).  A copy of the Court's
Nov. 14, 2012 decision is available at http://is.gd/HkH9cIfrom
Leagle.com.

On Feb. 6, 2009, separate involuntary Chapter 7 bankruptcy
petitions were filed against LGI Energy Solutions, Inc., and LGI
Data Solutions Company, LLC.  An Order for Relief was entered in
each case on March 3, 2009, and the Debtors' bankruptcy estates
were substantively consolidated on Feb. 2, 2011.

The Debtors' business was to provide utility-management and bill-
payment services to restaurants and other businesses.  As
originally conceived, the Debtors' business worked in the
following manner: The Debtors would receive invoices from a
utility provider on behalf of a customer and then periodically
report to the customer regarding those invoices.  The customer
then would transfer funds to the Debtors in an amount that
corresponded to the amount of the invoice report and, after
receiving those funds from the customer, the Debtors would send
the utility provider a check drawn on the Debtors' bank account.


LI-ON MOTORS: Incurs $2.3 Million Net Loss in Fiscal 2012
---------------------------------------------------------
Li-ion Motors Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.31 million on $412,128 of total revenue for the year ended
July 31, 2012, compared with net earnings of $118,921 on $711,180
of total revenue for the year ended July 31, 2011.

The Company's balance sheet at July 31, 2012, showed $1.09 million
in total assets, $3.35 million in total liabilities and a $2.25
million total stockholders' deficiency.

Madsen & Associates, CPA's Inc., the Company's independent
registered public accounting firm, included an explanatory
paragraph in its report on the Company's financial statements for
fiscal 2012, which expresses substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company did not have any revenue from vehicle sales
in 2012 other than from related parties, does not have cash flows
to support its current operations and needs to cover expenses in
future periods as the Company continues to incur losses from
operations.  The building where the Company conducts its
operations in North Carolina was foreclosed upon and sold to a
third party subsequent to the balance sheet date.

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

                        http://is.gd/Jl25Mj

                        About Li-On Motors

Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000.  The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.

The Progressive Insurance Automotive X-Prize, competition was
announced in April 2008 as a way to spur the development of clean,
high-mileage vehicles, and is funded for a total of $10 million,
which will be divided among three separate categories.  The
Company was the winner in its entry class.  On Oct. 27, 2010, the
Company received net proceeds of approximately $2.30 million from
X-Prize and was recorded as other income in the Company's
consolidated statement of operations for the year ended July 31,
2011.


LUAR CLEANERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Luar Cleaners, Inc.
        Box 50109
        Toa Baja, PR 00950-0109

Bankruptcy Case No.: 12-09294

Chapter 11 Petition Date: November 25, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Gerardo L. Santiago Puig, Esq.
                  SANTIAGO PUIG LAW OFFICES
                  Doral Bank Plaza Suite 801
                  33 Resolucion St.
                  San Juan, PR 00920
                  Tel: (787) 777-8000
                  Fax: (787) 767-7107
                  E-mail: gsantiagopuig@gmail.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/prb12-09294.pdf

The petition was signed by Raul Palacios Velez, president.

Related entity that earlier filed a Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Raul Palacios Velez                    12-05485   07/12/2012


MF GLOBAL: ConocoPhillips Lays Out Case for Avoiding Losses
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ConocoPhillips Co. is one step closer to finding out
whether it successfully avoided losses as a customer of commodity
broker MF Global Inc. by using $205 million in letters of credit
rather than cash deposits as margin in trading accounts.

The report recounts that the U.S. Commodity Futures Trading
Commission and the MF Global trustee made their pitch in October
to U.S. District Judge Katherine B. Forrest that letters of credit
should be treated the same as cash, making ConocoPhillips suffer
losses like everyone else.  Last week the Houston-based oil
producer filed its papers laying out reasons why letters of credit
provide protection from losses on deposits.

According to the report, ConocoPhillips argues that the "plain
language" of the governing regulation says that the "full
proceeds" of letters of credit, not the "full face amount," are
treated like cash representing customer property.  Since there
never was a default on the letter of credit, there was no occasion
for a draw on the letters of credit and thus no cash to treat as
customer property to be shared pro rata with other customers.

The Commodity Exchange Act also precludes the CFTC from regulating
letters of credit, ConocoPhillips says.  The CFTC and James
Giddens, the MF Global Trustee, will file the last set of papers
on Dec. 3, putting the issue in Judge Forrest's hands for
decision.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.


MISSION NEWENERGY: All Existing Noteholders OK Exchange Offer
-------------------------------------------------------------
Mission NewEnergy Limited announced that all of its existing
noteholders have agreed to the Convertible Note Exchange Offer
that was launched on Nov. 13, 2012.

Mission has received acceptance from all Convertible Note holders,
representing 505,904 Series Two Convertible Notes.  Upon
completion of the Convertible Note Exchange Offer, the Company
will have 505,904 Series Three Convertible Notes.

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

At this point in time, due to failure of material obligations by
PTPN111, the Joint Venture in Indonesia has been terminated.  The
Company is reviewing its position in the Joint Venture in
Indonesia and expects that this will result in either the
continuation of the project of the sale of its equity interests.

The Company's balance sheet at June 30, 2012, showed
A$10.7 million in total assets, A$35.1 million in total
liabilities, resulting in an equity deficiency of A$24.4 million.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company reported a net loss of A$6.1 million on A$38.3 million
of revenue in fiscal 2012, compared with a net loss of
$21.7 million on A$16.4 million of revenue in fiscal 2011.


MORGANS HOTEL: D. Hamamoto Quits as Director and Exec. Chairman
---------------------------------------------------------------
Mr. David Hamamoto has tendered his resignation from the Morgans
Hotel Group Co.'s Board of Directors and from his position as
Executive Chairman, effective Nov. 20, 2012, to focus on his other
business interests and commitments.  The Company appreciates Mr.
Hamamoto's many years of service and tremendous contributions to
the Company.

                     About Morgans Hotel Group

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

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

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


MOTORS LIQUIDATION: Trustee Wants to Liquidate Stock and Warrants
-----------------------------------------------------------------
In accordance with the Second Amended Joint Chapter 11 Plan dated
as of March 18, 2011, of Motors Liquidation Company and certain of
its affiliates as debtors and debtors in possession, and the
Amended and Restated Motors Liquidation Company GUC Trust
Agreement dated as of June 11, 2012, and executed by the parties
thereto, Wilmington Trust Company, solely in its capacity as trust
administrator and trustee of the Motors Liquidation Company GUC
Trust, filed a motion with the Bankruptcy Court for the Southern
District of New York for authority to liquidate shares of common
stock and warrants of General Motors Company to satisfy in full:

   (a) projected GUC Trust administrative fees, costs and expenses
       for the calendar year 2013 that exceed the amounts to be
       funded by the wind-down budget cash, which costs are
       estimated at $11,363,300; and

   (b) projected reporting and transfer costs for the calendar
       year 2013, which costs are estimated at $6,489,100.

A copy of the motion is available for free at http://is.gd/pcAZZX

                      About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MUSCLEPHARM CORP: Grants 110 Million RSUs to Two Executives
-----------------------------------------------------------
The Compensation Committee of the Board of Directors of
MusclePharm Corporation granted restricted stock unit awards to
John H. Bluher, executive vice president - chief operating officer
(60,000,000 restricted stock units) and Gary Davis, chief
financial officer (50,000,000 restricted stock units).

Each Award was granted subject to the terms and conditions of a
restricted stock unit agreement, which provides that each
restricted stock unit represents a contingent right to receive one
share of common stock of the Company.  Each Award vests one-third
on each of Jan. 1, 2013, Jan. 1, 2014, and Dec. 1, 2014, subject
to continued employment by the recipient with the Company.  The
Awards are subject to any compensatory recovery policy of the
Company in effect at the time of each vesting date. .

                         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.

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.


NEXSTAR BROADCASTING: Amends $300-Mil. Securities Prospectus
------------------------------------------------------------
Nexstar Broadcasting Group, Inc., filed with the U.S. Securities
and Exchange Commission an amendment no. 2 to the Form S-3
registration statement relating to sale of Class A common stock,
preferred stock, debt securities and warrants in one or more
primary offerings of up to $300,000,000.  The preferred stock and
warrants may be convertible into or exercisable or exchangeable
for the Company's Class A common stock, its preferred stock, its
other securities or the debt or equity securities of one or more
other entities.  The Company's principal operating subsidiary,
Nexstar Broadcasting, Inc., may guarantee some or all of its debt
securities.

In addition to the primary offering of securities, ABRY Broadcast
Partners II, L.P., ABRY Broadcast Partners III, L.P., and
affiliated entities hold shares of the Company's Class A common
stock and Class B common stock.  Assuming conversion of all shares
of Class B common stock held by ABRY, ABRY, as selling
stockholder, may from time to time sell up to 16,515,384 shares of
the Company's Class A common stock.  The Company will not receive
any proceeds from the sale, if any, of Class A common stock by the
selling stockholders pursuant to this prospectus, but the Company
may pay certain registration and offering fees and expenses.

The Company's Class A common stock is traded on The NASDAQ Global
Market under the symbol "NXST."  On Nov. 19, 2012, the last
reported sale price of the Company's Class A common stock on The
NASDAQ Global Market was $11.30 per share.

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

                         http://is.gd/BVb2kV

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


ODYSSEY PICTURES: Incurs $89,500 Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
Odyssey Pictures Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss to the Company of $89,502 on $185,382 of net sales of
services for the three months ended Sept. 30, 2012, compared with
a net loss to the Company of $102,000 on $248,400 of net sales of
services for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$1.45 million in total assets, $4.02 million in total liabilities,
and a $2.56 million total stockholders' deficiency.

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

                        http://is.gd/p9PUa4

                          About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  The
Company's ongoing operations have consisted of the sale of these
branding and image design products, increasing media inventory,
productions in progress and development of IPTV Technology and
related services.

The Company reported net income to the Company of $34,775 for the
year ended June 30, 2012, compared with net income to the Company
of $60,400 during the prior fiscal year.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2012.  The independent
auditors noted that the Company may not have adequate readily
available resources to fund operations through June 30, 2013,
which raises substantial doubt about the Company's ability to
continue as a going concern.


OLD SECOND BANCORP: Duane Suits Appointed to Board of Directors
---------------------------------------------------------------
Duane Suits was appointed to the Board of Directors of Old Second
Bancorp, Inc., by unanimous written consent of the Board of
Directors.  Mr. Suits currently provides independent consulting
and financial services to business and professional practices.
Prior to forming his current consulting practice, Mr. Suits was
the founding partner of Sikich Gardner & Co, LLP, a public
accounting and consulting firm.

Mr. Suits was appointed to the Board of Directors pursuant to the
terms of the Company's outstanding Series B Fixed Rate Cumulative
Perpetual Preferred Stock issued to the United States Department
of Treasury on Jan. 16, 2009, in connection with the Company's
participation in the TARP Capital Purchase Program.  Under the
terms of the Series B Preferred Stock, Treasury has the right to
appoint up to two directors to the Company's Board of Directors at
any time that dividends payable on the Series B Preferred Stock
have not been paid for an aggregate of six quarterly dividend
periods.  The terms of the Series B Preferred Stock provide that
Treasury will retain the right to appoint such directors at
subsequent annual meetings of shareholders until all accrued and
unpaid dividends for all past dividend periods have been paid.
Members of the Board of Directors elected by Treasury have the
same fiduciary duties and obligations to all of the shareholders
of the Company as any other member of the Board of Directors.
With the addition of Mr. Suits, the Company's Board of Directors
consists of eleven members.  The Company has not identified the
committees of the Board of Directors to which Mr. Suits is
expected to be named.

The Company also expects to appoint Mr. Suits to the Board of
Directors of Old Second National Bank, a wholly-owned subsidiary
of the Company, effective upon receipt of the necessary regulatory
approvals.

Mr. Suits will be compensated for his service as a director on the
same basis as other non-employee directors of the Company and the
Bank, including retainers, board fees and chairperson fees, and
the eligibility to receive stock-based awards and other
compensation paid to the Company's directors.  There have been no
transactions with the last fiscal year, or any currently proposed
transactions, in which the Company or the Bank was or is to be a
participant and in which Mr. Suits has or had a direct or indirect
material interest.

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

The Company's balance sheet at Sept. 30, 2012, showed
$1.903 billion in total assets, $1.832 billion in total
liabilities, and stockholders' equity of $70.7 million.

Old Second Bancorp reported a net loss of $6.49 million in 2011,
compared with a net loss of $108.64 million in 2010.


PACIFIC RUBIALES: To Acquire C&C's Producing Assets in Colombia
---------------------------------------------------------------
Fitch Ratings views Pacific Rubiales Corp.'s (Issuer Default
Rating 'BB+') proposed acquisition of C&C Energia Ltd (C&C) as
neutral to slightly positive for Pacific Rubiales' credit quality.
According to the announced proposal, Pacific Rubiales will acquire
all of C&C's producing assets in Colombia in a stock swap.

Pacific Rubiales would also acquire a 5% participation in a new
company, which is yet to be created, that will own all of C&C's
exploration assets.  This acquisition will add approximately 18.4
million barrels of oil equivalent (boe) of proved and probable
reserves and increased the company's gross production by
approximately 11,424 barrels per day.

Pacific Rubiales' production profile will improve through this
transaction, as C&C's lighter crude production will provide
Pacific Rubiales with a more favorable diluent source to transport
its heavy crude production.  Pacific Rubiales estimates that this
acquisition will represent savings of approximately USD376 million
per year on diluent cost.

Pacific Rubiales will issue approximately 22 million shares to
C&C's shareholder in exchange for their production assets and for
a 5% interest in the new company.  The value of C&C's production
assets and the 5% interest in the new company are estimated at
approximately USD490 million and USD130 million, respectively,
based on the company's offered.  This translates into an
acquisition cost of approximately USD620 million.  Pacific
Rubiales is not expected to assume any new debt as part of this
acquisition.

Pacific Rubiales' ratings are supported by the company's position
as the largest independent oil and gas producer in Colombia and a
strong management team with significant expertise in heavy oil
exploration and production.  The ratings also reflect the
company's strong liquidity and low leverage.  Pacific Rubiales'
credit quality is tempered by the company's small scale,
production concentration and relatively small reserve profile.
The company also benefits somewhat from its partnerships with
Ecopetrol (IDR 'BBB-'), Colombia's national oil and gas company,
which shares in Pacific Rubiales' investments and production.


PENNFIELD CORP: Files of Schedules of Assets and Liabilities
------------------------------------------------------------
Pennfield Corporation filed with the Bankruptcy Court for the
Eastern District of Pennsylvania its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $7,185,535
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,336,650
  E. Creditors Holding
     Unsecured Priority
     Claims                                            25,775
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,769,803
                                 -----------      -----------
        TOTAL                     $7,185,535      $26,132,228

Debtor-affiliate Pennfield Transportation Company also filed with
the Bankruptcy Court for the Eastern District of Pennsylvania its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $525,042
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                               151
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $107,026
                                 -----------      -----------
        TOTAL                       $525,042         $107,177

                    About Pennfield Corporation

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PHILLIP KEESLING: Dist. Court Affirms Ruling in Flagstaff Dispute
-----------------------------------------------------------------
Arizona District Judge James A. Teilborg affirmed the bankruptcy
court's April 24, 2012 order granting Phillip Lee Keesling's
motion for summary judgment in a dispute involving Flagstaff Ranch
Golf Club and related entities.

Mr. Keesling's trust is the sole member of PCK Construction, LLC,
which purchased lots at the Flagstaff Ranch Golf Club in order to
construct and sell homes.  The Flagstaff Ranch Golf Club, the
Flagstaff Ranch Mutual Waste Water Company, and the Flagstaff
Ranch Property Owners Association contend that PCK owes them money
for membership dues, association fees, and sewer fees under
various CC&Rs and other obligations relating to real property that
PCK purchased in the Flagstaff Ranch Golf Club. The Flagstaff
Ranch Entities filed a proof of claim in Mr. Keesling's personal
bankruptcy in an effort to recover PCK's debt, claiming that PCK
was Mr. Keesling's alter ego, and therefore the Debtor is
personally liable for PCK's debts. In his motion for summary
judgment, Mr. Keesling argued, among other things, that there is
insufficient evidence as a matter of law to permit the Court to
hold him personally liable for PCK's debts.

The bankruptcy court granted summary judgment in favor of Mr.
Keesling.  The court found that Flagstaff et al. did not present
sufficient evidence showing that "PCK was the Debtor's alter ego
and that respecting PCK's corporate status would sanction a
fraud."  With regard alter-ego, the bankruptcy court held that
Flagstaff et al. made no showing that PCK was or is
undercapitalized, that PCK lacked corporate formalities, or that
PCK failed to maintain books and records of account in reasonable
order.  With regard to fraud, the bankruptcy court stated that, at
most, an argument could be made that Mr. Keesling commingled his
personal funds with PCK's funds and disregarded the corporate
form.  The Court held that, even assuming those facts, piercing
the corporate veil would not be justified.

Additionally, although Mr. Keesling argued that they should be
permitted to conduct discovery, the bankruptcy court granted Mr.
Keesling's Motion for Protective Order Staying Discovery Pending
Resolution of Debtor's Motion for Summary Judgment.

According to Judge Teilborg, Flagstaff et al. showed only that Mr.
Keesling deposited his own money into PCK's account and then used
PCK's account to pay for personal expenses and that an asset with
little or no value was transferred to the Debtor subject to the
obligations on the asset.  Additionally, Flagstaff et al. gave no
showing of fraud by the Debtor.

The case before the District Court is, Flagstaff Ranch Mutual
Waste Water Company; Flagstaff Ranch Golf Club; and Flagstaff
Ranch Property Owners Association, Appellants, v. Phillip Lee
Keesling, Appellee, No. CV 12-01053 (D. Ariz.).  A copy of the
District Court's Nov. 19, 2012 Order is available at
http://is.gd/gCrjMrfrom Leagle.com.

Philip Lee Keesling, based in Paradise Valley, Arizona, filed
for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 10-00433) on
Jan. 8, 2010.  Judge Charles G. Case II presides over the case.
Gerald K. Smith, Esq., at Lewis & Roca LLP, serves as Mr.
Keesling's counsel.  In his petition, Mr. Keesling estimated under
$10 million in both assets and debts.  The petition was signed by
Mr. Keesling.


POWERWAVE TECHNOLOGIES: Files Form S-3, Registers 3.7MM Shares
--------------------------------------------------------------
Powerwave Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the sale of up to 3,750,000 shares of the common stock, par value
$0.0001 per share, of the Company by P-Wave Holdings, LLC.

These shares are issuable upon the exercise of warrants that were
issued, or may, upon the satisfaction of certain conditions, be
issued, in connection with the Credit Agreement, dated Sept. 11,
2012, entered into by and between the Company and P-Wave Holdings,
(an affiliate of The Gores Group, LLC).

The Company is not selling any shares of common stock under this
prospectus and will not receive any proceeds from the sale by the
Selling Stockholder of shares under this prospectus.

The Company's common stock currently is traded on The NASDAQ
Global Select Market under the symbol "PWAV."  On Nov. 16, 2012,
the closing price of the Company's common stock was $0.32 per
share.

A copy of the prospectus is available for free at:

                        http://is.gd/g6Q5jC

                    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.


POYNT CORP: Intertainment Media to Bid for Assets
-------------------------------------------------
Intertainment Media Inc. has entered into an agreement with a well
funded Toronto based technology company to collectively bid for
the assets of Poynt Corporation.  The group is prepared to enter a
cash bid together with Intertainment's secured lender's position
valued at CDN$1.7 million.  At this point, the deadline for
submission of the bid is Nov. 29, 2012.  If the group is
successful in its bid to acquire Poynt's assets, Intertainment and
its partner will provide additional details on their relationship
and go forward plans.

On Nov. 1, 2012, it was announced that Hardie & Kelly Inc. of
Calgary, Alberta, had been appointed receiver for Poynt after
Poynt's stay of proceeds under the Proposal Proceedings under the
BIA was terminated effectively creating an assignment into
bankruptcy.  The appointment of the receiver put in place a
process to work towards recovering maximum value for the assets of
Poynt.

Intertainment maintains that the Poynt application and its assets
may have significant value well in excess of its secured creditor
position of approximately CDN$1.7 Million plus costs and unsecured
position of CDN$150,000.  Based on Poynt's last reported unaudited
interim financial statements released on Aug. 29, 2012 for the
period ended June 30, 2012, non-cash assets were reportedly valued
in excess of CDN$21.5 Million.

On Oct. 9, 2012, Poynt reported that its user base was in excess
of 10 million users on the Android platform alone.  While an
upgrade for the iPhone was recently released, on Sept. 17, 2012,
Poynt stated that year over year its unique iPhone user base had
grown 132%.  On July 31, 2012 Poynt reported that its overall
unique user base, at that time, was 17 million. The Poynt
application is actively pre-loaded on new phones with a number of
wireless carriers.

In March 2012, after Intertainment provided Poynt with a short
term secured loan for CDN$1.5 Million, the parties initiated
discussions and development of enhancements to the Poynt
application which Intertainment expects, should they be able to be
fully implemented and continue, will enhance the value of the
Poynt application and create additional revenues for Intertainment
and its partner.  These include Intertainment's real-time
experiential communications platform, Ortsbo, which offers instant
communications in over 65 languages; Ad Taffy, which provides
enhanced "click to call" capabilities integrating actionable
content with immediate communications connectivity; Deal Frenzy
which offers unique value programs to a growing audience and
Intertainment's affinity solutions, including the Sweet Card,
which provides pre-paid debit and virtual wallet platforms.

Intertainment Media -- http://www.intertainmentmedia.com/--  is
one of Canada's leading technology incubators and is focused on
developing, nurturing and investing in both North American and
global technologies and companies that provide technology
solutions for brands and consumers alike.  Intertainment also owns
and operates a number of key properties including Ad Taffy,
itiBiti (KNCTR), Ortsbo, Deal Frenzy, The Sweet Card and Magnum,
with investments in leading edge technologies and social media
platforms including theaudience.com.

                      About Poynt Corporation

Poynt Corp. -- http://about.poynt.com/-- is a global leader in
the mobile local advertising space.  Its Location Based Search
(LBS) and advertising platform, Poynt, enhances a user's ability
to connect with the people, businesses and events most important
to them. Poynt is available on Android, iPhone, Windows Phone and
Nokia devices, along with BlackBerry smartphones and BlackBerry
PlayBook Tablets in Canada, the United States, Europe, India and
Australia.

Hardie & Kelly Inc. of Calgary, Alberta, is the trustee appointed
for the Company's Proposal Proceedings under the BIA.


PROELITE INC: Isaac Blech Discloses 84.8% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Isaac Blech disclosed that, as of Nov. 20,
2012, he beneficially owns 372,528,000 shares of common stock of
ProElite, Inc., representing 84.8% of the shares outstanding.
Mr. Blech previously reported beneficial ownership of 331,136,000
common shares or a 83.2% equity stake as of Oct. 21, 2012.  A copy
of the amended filing is available at http://is.gd/rvaYhq

                        About ProElite Inc.

Los Angeles, Calif.-based ProElite, Inc., is a holding company for
entities that (a) organize and promote mixed martial arts matches,
and (b) create an internet community for martial arts enthusiasts
and practitioners.

On Oct. 20, 2008, management, with Board ratification, decided to
close or sell all operations and began an extended period of
restructuring its balance sheet, divesting itself of certain
assets, settlement of contingent liabilities, and attempting to
raise additional capital.

Effective Oct. 12, 2009, the Company entered into a Strategic
Investment Agreement with Stratus Media Group, Inc. ("SMGI")
pursuant to which the Company agreed to sell to SMGI, shares of
the Company's Series A Preferred Stock (the "Preferred Shares").
The Preferred Shares are convertible into the Common Stock of the
Company.  This transaction closed on June 14, 2011.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about ProElite's ability to continue as a going
concern, following its audit of the Company's financial statements
as of and for the years ended Dec. 31, 2008, and 2007.  The
independent auditors noted that the Company has suffered losses
from operations and negative cash flows from operations.

The Company reported a net loss of $55.6 million for the fiscal
year ended Dec. 31, 2008, compared with a net loss of
$27.1 million for the fiscal year ended Dec. 31, 2007.

As a result of the decision to discontinue operations, the Company
did not have any revenues, cost of revenue, and gross profit for
the fiscal years ended Dec. 31, 2008, and 2007.

At Dec. 31, 2008, the Company's balance sheet showed $2.3 million
in total assets, $11.8 million in total liabilities, and a
shareholders' deficit of $9.5 million.

ProElite notified the U.S. Securities and Exchange Commission
that it requires additional time to complete the financial
statements for the fiscal quarter ended Sept. 30, 2011, and
cannot, without unreasonable effort and expense, file its Form 10-
Q on or before the prescribed filing date.  The Company also
notified the SEC regarding the late filing of its annual report on
Form 10-K for the period ended Dec. 31, 2011.


PROVIDENCE PLACE: S&P Cuts Rating on Series 2007-2 Bonds to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Mississippi Home Corp.'s (Providence Place of Senatobia LLC)
multifamily housing revenue bonds (Providence Place of Senatobia
Apartments Project), series 2007-2, to 'CCC' from 'B-'. The
outlook is negative. The bonds are secured by Ginnie Mae mortgage-
backed securities.

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

Additional rating factors include:

-- A projected decline in debt service coverage to below
    investment-grade levels on and beyond February 2014, and

-- A projected decline in asset/liability parity to below 100% in
    August 2018.


PVH CORP: S&P Retains 'BB+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' secured
debt rating to New York-based PVH Corp.'s proposed $3.825 billion
secured credit facility, one notch above the corporate credit
rating. The facility consists of a five-year $750 million
revolver, a five-year $1.2 billion term loan A, and a seven-year
$1.875 billion term loan B. "At the same time, we are assigning
our '2' recovery rating to the secured credit facility, reflecting
our expectations of substantial (70%-90%) recovery for the lenders
in case of a payment default," S&P said.

"We expect the company to use net proceeds from this debt issuance
to partially finance its pending roughly $2.9 billion acquisition
of Warnaco Group Inc. We expect the transaction to be completed
during the first quarter of 2013," S&P said.

"Our ratings on PVH, including our 'BB+' corporate credit rating,
reflect our view that the company's financial profile will
continue to be 'significant' following completion of the Warnaco
acquisition, when the company will have a high level of debt, with
pro forma debt-to-EBITDA leverage in the low- to mid-4x area. In
addition, we believe the company's financial policy continues
to be moderate, particularly as we expect the company to
aggressively reduce acquisition-related debt with cash flow from
operations consistent with past practices. In addition, we believe
the company's business risk profile continues to be
'satisfactory,' reflecting the corporation's good market
position as one of the larger apparel companies, its portfolio of
well-recognized brands, and its growing geographic
diversification," S&P said.

RATINGS LIST

PVH Corp.
Corporate credit rating               BB+/Stable/--

Ratings Assigned
PVH Corp.
Senior secured
  Five-year $1.2 bil. term loan A      BBB-
    Recovery rating                    2
  Five-year $750 mil. revolver         BBB-
    Recovery rating                    2
  Seven-year $1.875 bil. term loan B   BBB-
    Recovery rating                    2


QUALITY DISTRIBUTION: Board OK's Repurchase of $15MM Common Stock
-----------------------------------------------------------------
Quality Distribution, Inc.'s Board of Directors has authorized the
repurchase of up to $15 million of Quality's common stock.

Under the program, repurchases may be made in the open market, or
through privately negotiated transactions, block transactions, or
other mechanisms, as determined by the Company's management and in
accordance with prevailing market conditions and the requirements
of the Securities and Exchange Commission.  Quality expects to
fund share repurchases from future cash flows from operations or
borrowings under its asset-based revolving credit facility.  The
share repurchase program does not have an expiration date, the
Company is not obligated to acquire a particular number of shares,
and the program may be discontinued at any time at the Company's
discretion.

"Today's announcement underscores the confidence that the Board
and management team have in our business and our ability to
generate free cash flow," said Gary Enzor, chief executive
officer.  "We remain focused on carefully managing capital and
paying down our high interest debt and still intend to utilize the
opportunities we have to pay down a portion of our 9.875% Second-
Priority Senior Secured Notes due 2018 between now and November
2014.  However, our current depressed share price presents a
compelling opportunity to deliver value to our shareholders
through this share repurchase program."

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million in 2011,
compared with a net loss of $7.40 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $513.05
million in total assets, $532.79 million in total liabilities and
a $19.74 million total shareholders' deficit.

                        Bankruptcy Warning

In its Form 10-K for 2011, the Company noted that it had
consolidated indebtedness and capital lease obligations, including
current maturities, of $307.1 million as of Dec. 31, 2011.  The
Company must make regular payments under the New ABL Facility and
its capital leases and semi-annual interest payments under its
2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.


QUAMTEL INC: Incurs $900,000 Net Loss in Third Quarter
------------------------------------------------------
Quamtel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $900,149 on $629,481 of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $2.65 million on
$502,576 of revenue for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.55 million on $1.88 million of revenue, compared
with a net loss of $4.66 million on $1.45 million of revenue for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.16
million in total assets, $2.93 million in total liabilities and a
$771,149 total shareholders' deficiency.

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

                        http://is.gd/Mg95sG

                         About Quamtel Inc.

Dallas, Texas-based Quamtel, Inc., is a communications company
offering, through its subsidiaries, a comprehensive range of
mobile broadband and communications products and services that are
designed to meet the needs of individual consumers, businesses,
government subscribers and resellers.  The Company's common stock
trades on the OTC Bulletin Board (OTC BB) under the symbol "QUMI."

In its report on the 2011 financial statements, RBSM LLP, in New
York, New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
in the current year and also in the past.

The Company reported a net loss of $4.49 million on $1.93 million
of revenues for 2011, compared with a net loss of $10.05 million
on $2.18 million of revenues for 2010.


RESIDENTIAL CAPITAL: Chapter 11 Examiner Delays Report
------------------------------------------------------
Arthur J. Gonzalez, the Court-appointed examiner for the
Chapter 11 cases of Residential Capital LLC and its debtor
affiliates, said delivery of the report containing the results of
his investigation on the Debtors' prepetition transactions with
their parent, Ally Financial, Inc., will be pushed back to April,
instead of February, next year, according to a court document
dated Nov. 26.

In a second supplement to his work plan, the Examiner says he
expects the primary producing parties to substantially complete
document production by Jan. 31, 2013, based on discussions between
the Examiner's professionals and third parties and commitments
made by the Discovery Parties to the Examiner's professionals.
Based on the current confirmed schedule for ongoing witness
interviews, the Examiner expects the witness interviews to be
substantially completed by Feb. 28, 2013.  Given that schedule,
the Examiner intends to deliver his report in early April 2013.
The extension of time to complete the Examiner's report will have
a correlative effect upon the estimated budget for fees and
expenses to be incurred by the Examiner as provided in the Work
Plan, Howard Seife, Esq., at Chadbourne & Parke LLP, in New York,
said on behalf of the Examiner.

According to Mr. Seife, the Discovery Parties have in most cases
been cooperative in responding to the requests of the Examiner.
Mr. Seife added that the Examiner is mindful of the Discovery
Parties' other competing commitments and obligations, as well as
the expansion of some of the discovery requests made by the
Examiner.  All of those factors have contributed to the
modification of the projected date for the completion of the
report, he said.  Mr. Seife also added that the Examiner is
mindful of the importance of his report to the case and will
continue to seek the discovery he needs to complete his report.

Given that the amended time frame is wholly dependent on the
timely completion of document production and witness interviews of
and by the Discovery Parties, the Examiner is prepared to return
to the Court promptly for appropriate relief if he perceives that
discovery delays are jeopardizing the timely delivery of the
Examiner's report, Mr. Seife told the Court.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

The Court extended the general bar date for claims against the
Debtors to Nov. 16, 2012, at 5:00 p.m., due to the events
precipitated by hurricane Sandy.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Creditors Target Cash From Ally Asset Sales
----------------------------------------------------------------
The group representing unsecured creditors of Residential Capital
LLC, sent a letter to Ally Financial Inc.'s board saying it wants
cash from a string of asset sales before any goes to the U.S.
government.

The creditors are eyeing more than $9 billion Ally plans to
collect from sales of its international operations, including the
recently announced $4.2 billion deal with General Motors Co.,
according a report by Sharon Terlep and Andrew R. Johnson of The
Wall Street Journal.

Ally has agreed to sell its assets with the goal of repaying the
U.S. Department of the Treasury, which funded a $17.2 billion
bailout of the firm.  Ally, the former finance arm of General
Motors, was sold in 2006 to shield it from the automaker's
declining fortunes, the Journal related.  The U.S. government
bailed out Ally in part to ensure it could continue to provide
loans amid the Obama administration's rescue of the U.S. auto
industry, the Journal pointed out.  Ally, according to the
Journal, has repaid about $5.8 billion of the bailout fund.

In a letter sent Monday to Ally's board, the ResCap creditors
question transfers made in 2009 from ResCap to Ally, the Journal
related, citing people who have reviewed the letter.  The
creditors also accused Ally of stripping ResCap of most of its
value when it transferred Ally Bank, a depository unit valued at
$10 billion, to the parent company, the report said.  They said
ResCap creditors should be repaid before others receive proceeds
from Ally, the report added.

The Journal said Ally, now primarily an auto lender, has argued
that it is insulated from ResCap's liabilities because of the
companies' long-distinct ownership structures.

"The letter from creditors is a predictable tactic," Gina Proia,
a spokeswoman for Ally, said in a statement on Monday, according
to the Journal.  "We strongly disagree with the allegations in
the letter and believe the claims are wholly without merit."

ResCap is a separate and distinct company from Ally that has its
own board of directors and creditors, the Journal said citing a
Treasury spokesman who referred to an earlier statement from
Timothy Massad, the Treasury's assistant secretary for financial
stability.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

The Court extended the general bar date for claims against the
Debtors to Nov. 16, 2012, at 5:00 p.m., due to the events
precipitated by hurricane Sandy.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: WT Opposes $8.9-Mil. Admin. Claim for Ally
---------------------------------------------------------------
Wilmington Trust, N.A., in its capacity as indenture trustee for
various series of senior unsecured notes in the outstanding
aggregate amount of $1 billion, stated that Residential Capital
LLC's motion granting Ally Financial Inc. an administrative claim
in the amount of more than $8.9 million highlights a pervasive
problem in the Debtors' Chapter 11 cases -- that is, the Debtors'
key officers are inherently conflicted in dealing with issues
between AFI and the Debtors because a significant portion of their
compensation (equity in AFI) is tied directly to the success (or
failure) of AFI, the Debtors' ultimate parent.

Wilmington argued that, clearly, the interests of the Debtors and
their estates are not always aligned with the interests of AFI,
yet the Debtors' key officers are incentivized to favor the
interests of AFI over the interests of the Debtors and their
estates and creditors to whom they owe fiduciary duties.

The inherent conflict raises substantial questions concerning the
propriety of the Debtors' prepetition agreements and their
attempts to release AFI from substantial claims (including direct
third-party claims) in exchange for an artificially low
settlement payment of $750 million, Wilmington further argued.

As reported in the Nov. 26, 2012 edition of the TCR, the Debtors
are seeking the Court's authority to:

   (a) reimburse AFI approximately $8.9 million for the Salary
       Stock that is issued on a postpetition basis to the
       Debtors' three most senior executives and which will
       monetize over the next two and a half years;

   (b) grant AFI an allowed administrative claim for the
       approximately $8.9 million it will fund to the Debtors'
       employees on account of postpetition issued Salary Stock;

   (c) establish and fund an escrow account for the approximately
       $8.9 million allowed administrative claim; and

   (d) provide AFI with a limited release in exchange for its
       commitment to pay approximately $48.9 million earned by
       the Debtors' employees, implement the compensation
       determinations of the OSM and act as a payroll processor
       for the postpetition issued Salary Stock to certain
       executives.

Historically, Residential Capital reimbursed Ally Financial for
payroll and compensation amounts AFI paid directly to the Debtors'
employees on the Debtors' behalf.  This reimbursement included
sums on account of cash payments made to the Debtors' employees
for compensation that was delayed pursuant to Troubled Asset
Relief Program (TARP) in the form of deferred stock units ("DSUs"
or "Salary Stock").

As of the Petition Date, 81 current and former employees had
compensation awards, in the form of both deferred cash and Salary
Stock, which will become due and owing over the course of these
Chapter 11 cases, Gary S. Lee, Esq., at Morrison & Foerster LLP,
in New York, related.  Upon seeking bankruptcy protection, the
Debtors stopped reimbursing AFI for the amounts owing to their
employees on account of prepetition-issued compensation.
According to Mr. Lee, AFI and the Debtors not only disputed which
entity was responsible for funding the roughly $48.9 million owed
to the Debtors' employees on account of prepetition-issued
compensation that is monetized on a postpetition basis but also
AFI's implementation of the letters issued by the U.S. Department
of Treasury's Office of the Special Master for the Debtors'
employees.  However, in an effort to avoid drawn-out and
disruptive litigation over those matters, the parties ultimately
agreed that AFI would implement the term of the OSM Letters and
also fund all compensation amounts owed to the Debtors' employees
(approximately $48.9 million) for equity and deferred cash
issued prepetition.  The parties also agreed that the Debtors
would reimburse AFI solely for all postpetition issued Salary
Stock to the Debtors' three most senior executives, which
comprises a significant portion of their salary and is estimated
to be approximately $8.9 million.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

The Court extended the general bar date for claims against the
Debtors to Nov. 16, 2012, at 5:00 p.m., due to the events
precipitated by hurricane Sandy.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Committee Proposes Pachulski as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Residential
Capital LLC seeks the Bankruptcy Court's authority to retain
Pachulski Stang Ziehl and Jones LLP as co-counsel, nunc pro tunc
to Sept. 19, 2012.

As co-counsel, PSZJ will perform services on bankruptcy-related
matters involving negotiations, contested hearings, adversary
proceedings, or other matters in which the Committee is
prosecuting a position that Kramer Levin Naftalis & Frankel LLP,
the Committee's lead counsel, determines may cause an actual or
potential conflict of interest; and represent the Committee on
matters that can be efficiently handled by PSZJ as determined by
Kramer Levin in consultation with the Committee.

PSZJ will be paid according to its customary hourly rates of:

   Partners              $575 to $975
   Counsel               $450 to $745
   Associates            $395 to $525
   Legal Assistants      $185 to $265

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

   Robert J. Feinstein          $955
   Dean A. Ziehl                $955
   Alan J. Kornfield            $860
   Debra Grassgreen             $855
   John A. Morris               $815
   Maria A. Bove                $645

PSZJ will also be reimbursed for any necessary out-of-pocket
expenses.

Robert J. Feinstein, Esq., a member of the firm Pachulski Stang
Ziehl & Jones LLP, in New York, assures the Court that his firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Committee's.

Mr. Feinstein, however, disclosed that his firm represents or has
represented Aegis Mortgage Corporation, American Residential
Equities, LLC, Cerberus Capital Management, L.P., Lehman Brothers,
People's Choice Liquidating Trust, Wells Fargo Bank, N.A., and
Morgan Stanley & Co. LLC, in matters unrelated to the Debtors'
bankruptcy cases.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.

The Court extended the general bar date for claims against the
Debtors to Nov. 16, 2012, at 5:00 p.m., due to the events
precipitated by hurricane Sandy.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


SAFWAY GROUP: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned first-time corporate family and
probability of default ratings of B2 to Safway Group Holding LLC.
In a related action, Moody's assigned a B2 rating to the company's
proposed senior secured term loan, the proceeds of which will be
used to refinance Safway's existing senior secured term loan due
2017, pay down borrowings under its existing revolving credit
facility, and improve its cash position. The rating outlook is
stable.

The following ratings will be affected by this action:

  Corporate Family Rating assigned B2;

  Probability of Default Rating assigned B2; and,

  Senior Secured Term Loan due 2019 assigned B2 (LGD4, 56%);

Ratings Rationale

Safway's B2 Corporate Family Rating reflects the company's high
adjusted debt leverage. As a result of the proposed transaction,
Moody's calculates adjusted debt-to-EBITDA increasing to about 5.7
times, on a pro forma basis, from about 4.8 times as of September
30, 2012. According to Moody's projections, debt leverage could
improve slightly to approximately 5.5 times over the next 12 to 18
months, primarily as a result of improved profitability as opposed
to debt reduction (all ratios incorporate Moody's standard
accounting adjustments). Moody's adds approximately $330 million
of additional debt to the balance sheet to adjust for off-balance
sheet obligations, including operating lease commitments and about
$180 million for potential US multi-employer pension plan
liabilities. Offsetting Moody's concerns about the company's debt
burden are expectations for margin expansion as conditions in the
refining and power sectors, key drivers of Safway's revenues,
improve. Also, Moody's believes that Safway will benefit from its
exposure to the commercial construction sector, which is
experiencing a modest rebound. Improving operating efficiencies
and branch consolidation will aid in better margins as well.
Furthermore, Safway's good liquidity profile, supported by an
asset-based revolving credit facility with ample availability, is
a key credit strength.

The stable rating outlook reflects Moody's view that Safway's
credit metrics will improve as it continues to leverage its scale
and market position to compete for industrial maintenance and
turnaround projects and as the North American construction sector
continues to strengthen. The lack of near-term debt maturities
until the revolver matures in 2017 will also provide financial
flexibility until end markets experience a strong, sustainable
recovery.

The B2 rating assigned to the proposed senior secured term loan is
the same as the corporate family rating, as it represents the
preponderance of debt in Safway's capital structure. The term loan
will benefit from a first-priority interest in substantially all
of Safway's domestic assets, excluding accounts receivable, and
will be guaranteed by the company's future and existing domestic
subsidiaries.

The ratings may improve if Safway is able to reduce leverage,
either through improved operating profitability or debt reduction
using free cash flow. Adjusted debt-to-EBITDA sustained below 5.0
times and improved debt service coverage such that adjusted
(EBITDA-Capex)-to-interest expense exceeds 2.0 times could result
in positive rating actions.

The ratings may be downgraded if the company fails to meet Moody's
expectations for improvement in debt leverage, with adjusted debt-
to-EBITDA remaining above 5.5 times. Adjusted (EBITDA-Capex)-to-
interest expense below 1.5 times could also pressure the ratings.
In addition, if the company pursues large debt-financed
acquisitions that do not prove sufficiently accretive relative to
incremental debt, negative rating actions may be taken.

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

Safway Group Holding LLC, headquartered in Waukesha, WI, is a
North American provider of work access with a growing presence in
specialty services. Safway provides scaffolding, insulation,
coatings and other services supporting the refining, chemical and
power industries. It also provides scaffolding and other services
for the commercial construction end market including the
maintenance and renovation of commercial and multi-family
buildings. Odyssey Investment Partners, through its respective
affiliates, owns the company. Revenues for the 12 months through
September 30, 2012 totaled about $887 million.


SHINGLE SPRINGS: S&P Affirms 'CCC' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' credit
rating on El Dorado County, Calif.-based Shingle Springs Tribal
Gaming Authority ("the Authority"), and revised the rating outlook
to developing from negative.

"The revision of the outlook to developing reflects our view that
there is rating upside potential given the recent announcement
that the Tribe has agreed to an amended gaming compact with the
governor of California, although approval of the amended compact
by both the California State Senate and Assembly and the U.S.
Department of the Interior is still required," said Standard &
Poor's credit analyst Carissa Schreck.

"The developing outlook also reflects the downside risks
associated with a successful refinancing of current debt
obligations under favorable terms and the uncertainty about the
final outcome of the Sharp Image Gaming case, which could result
in an event of default under the bond indenture in the near term,"
S&P said.

"The amended compact would reduce the amount of revenue
contribution paid to the state to 15% of net win from 20% to 25%
of net win. In addition, from July 1, 2012, through June 30, 2015,
the payment to the state would be placed into a segregated trust
fund available to fund tribal distributions, reduce existing debt
related to the payment and termination of the management agreement
with Lakes Entertainment Inc. and existing debt held by Lakes,
and/or reduce debt related to a refinancing of the existing senior
notes due 2015," S&P said.

"In addition, the amended compact outlines specific timeframes for
the restructuring or refinancing of the Authority's obligations.
We currently anticipate that the Lakes debt obligation
(approximately $67 million outstanding as of September 2012) will
be restructured at a discount. According to Lakes Entertainment
Inc.'s September 2012 quarterly filing, the company has written
down the obligation to approximately $37 million. Under the terms
of the amended compact, the Authority would have until Dec. 31,
2015, to enter into an agreement to restructure the Lakes payment
obligation. In addition, the amended compact states that a
refinancing or restructuring of the senior notes due June 2015
must occur no later than 48 months from the effective date of the
compact. We view the potential reduction in operating costs over
the intermediate term and timeline to restructure the Authority's
current obligations under the amended compact as important steps
to facilitate a successful refinancing of its obligations," S&P
said.

"Our issuer credit rating on the Authority reflects our assessment
of its financial risk as 'highly leveraged' and our assessment of
its business risk profile as 'weak,' according to our criteria.
Our assessment of the Authority's financial risk profile as highly
leveraged reflects its weak liquidity position, high debt
leverage, and our expectation that it will have difficulty
generating sufficient cash flow to support its current capital
structure over the intermediate term. Our assessment of the
Authority's business risk profile as weak reflects the company's
narrow business focus as an operator of a single gaming facility,
which operates in a competitive market. The Tribe established the
Authority to develop and operate the Red Hawk Casino (near
Sacramento, Calif.); it has approximately 2,250 slot machines and
65 table games," S&P said.

"The rating outlook is developing. While there is rating upside
potential if the amended compact is approved by both the
California State Senate and the U.S. Department of the Interior,
the Authority's need to restructure its current capital structure
and its ongoing legal challenges associated with the Sharp Image
Gaming case (which could result in an event of default under the
bond indenture in the near term) represents downside risk. Because
of these risks, in the event of approval of the amended compact,
ratings upside, if any, would likely be limited to one or two
notches, given the uncertainty about the final outcome of the
Sharp Image Gaming case and plans to address the capital
structure," S&P said.


SIDERA NETWORKS: Moody's Rates Bank Credit Facilities 'B2'
----------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Sidera Networks
Inc.'s proposed $325 million Term Loan B and $50 million revolving
credit facility. The new $50 million revolver is due December 2017
and the term loan is due December 2018. Both the term loan and
revolver are rated B2, in line with the company's Corporate Family
Rating ("CFR") which is unchanged. Moody's maintains a B3
Probability of Default Rating ("PDR") for Sidera, also unchanged.
Net proceeds from the new term loan and revolver will be used to
refinance Sidera's existing credit facilities and to provide for
ongoing working capital and general corporate purposes. The rating
outlook remains stable.

Moody's has taken the following rating actions:

Issuer: Sidera Networks, Inc.

  Assignments:

    US$50M Senior Secured Bank Credit Facility, Assigned B2

    US$325M Senior Secured Bank Credit Facility, Assigned B2

    US$50M Senior Secured Bank Credit Facility, Assigned a range
    of LGD3, 32 %

    US$325M Senior Secured Bank Credit Facility, Assigned a range
    of LGD3, 32 %

Ratings Rationale

Sidera's B2 corporate family rating reflects the company's
relatively small scale in a highly competitive market and the high
capital intensity associated with growth that tempers free cash
flow generation. A large portion of the company's footprint is in
the northeastern USA, which is one of the most competitive
telecommunications markets in the country.

The ratings are supported by the company's state-of-the-art fiber
network and surging demand for carrier and enterprise broadband
services. An experienced senior management team, reputation for
good customer service, adequate liquidity and high multiples
applied to the business also support the rating. The Company had
largely attributed a weak sales team to previously hindering the
growth of the business. To address this issue, management has
completely revamped their sales team with new leadership and
experienced representatives. Moody's anticipates that a healthy
increase in sales will result from this overhaul.

The high capital intensity of the business and its impact on free
cash flow will likely result on the Company being increasingly
dependent on their revolver in the short-term. That combined with
relatively high leverage raises concern about the Company's
ability to sustain its credit profile going forward. Without
profitable growth, the company's leverage and coverage metrics are
unlikely to improve as its business and financial priorities do
not offer the opportunity to deleverage by reducing debt. Given
Sidera's growth aspirations and the much larger scale of many of
its competitors, margin expansion will prove difficult.

The stable outlook is based on Moody's view that the Company will
have adequate liquidity to fund its operations and that a
completely revamped sales team should enable it to capitalize on
favorable near-term bandwidth capacity trends to spark sales
growth.

Moody's believes that the company has adequate liquidity largely
as a result of the new $50 million revolver. Moody's notes that
over 90% of the company's capital expenditures are success-based
or growth driven, which reduces the risk of building ahead of
demand.

The ratings for the debt instruments reflect both the B3 PDR for
Sidera and a below-average mean family loss given default
assessment of 35% (or an above-average mean family recovery
estimate of 65%), in line with Moody's LGD Methodology and typical
treatment for an all-first-lien senior secured debt capital
structure.

Sidera's ratings could come under pressure if the sales turnaround
falters or debt-funded acquisitions are made. Specifically, if the
Company's liquidity profile is materially weakened, covenant
compliance tightens or if leverage fails to trend below 4.5x on a
sustained basis the ratings could come under pressure.

Upward rating pressure, while unlikely in the foreseeable future,
could develop if the Company significantly diversifies its revenue
base either geographically or through acquisitions that do not
weaken the Company's credit metrics. Additionally, if the
Company's free cash flow-to-total debt ratio exceeds 10% on a
sustainable basis, an upgrade may be considered.

The principal methodology used in rating Sidera Networks, Inc. was
the Global Communications Infrastructure Rating Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


SMART-TEK SOLUTIONS: Incurs $1.8-Mil. Comprehensive Loss in Q3
--------------------------------------------------------------
Smart-Tek Solutions Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a comprehensive loss of $1.88 million on $6.10 million of revenue
for the three months ended Sept. 30, 2012, compared with a
comprehensive loss of $2.96 million on $4.62 million of revenue
for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
comprehensive loss of $5.49 million on $18.71 million of revenue,
compared with a comprehensive loss of $3.19 million on $15.25
million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $8.20
million in total assets, $20.60 million in total liabilities and a
$12.39 million total stockholders' deficit.

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

                        http://is.gd/UZ1U7k

                     About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

The Company reported a comprehensive loss of $8.12 million on
$21.74 million of revenue for the year ended Dec. 31, 2011,
compared with a comprehensive income of $855,188 on $17.22 million
of revenue during the prior year.

After auditing the financial statements for 2011, PMB Helin
Donovan, LLP, in Dallas, Texas, expressed ubstantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring losses from operations and has an accumulated deficit of
approximately $13 million at Dec. 31, 2011.


STALLION OILFIELD: Moody's Rates $500MM Sr. Secured Loan 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD3, 48%) rating to
Stallion Oilfield Holding, Inc.'s new $500 senior secured first-
lien term loan. The outlook is stable.

Proceeds from the offering will be used to redeem the remaining
10.5% senior secured notes and to pay a one-time cash dividend to
the company's shareholders. Moody's will withdraw the rating of
the existing notes upon closing of this transaction.

"This transaction will significantly increase Stallion's debt
leverage, although the post-transaction leverage metrics will
still be in line with the B3 rating category," said Michael
Somogyi, Moody's Vice President - Senior Analyst.

Ratings Rationale

Stallion's B3 Corporate Family Rating (CFR) reflects the company's
relatively small size and dependence on the highly cyclical
onshore drilling activity in the United States. While the
company's 2009 bankruptcy restructuring greatly reduced its
outstanding debt, the new term loan will significantly increase
debt leverage. The rating is supported by the Company's solid
earnings and positive cash flow prospects (which Moody's expects
the company will use to reduce leverage) and the strong presence
and scalable nature of its products and services. Stallion's
liquidity affords it a degree of improved financial flexibility,
an important consideration given the inherent volatility which
characterizes land-based drilling.

The rating also reflects Stallion's private ownership by former
creditors and its evolving financial policies.

The stable outlook is based on Stallion's good liquidity profile
and Moody's view of the company's ability to generate sufficient
earnings and cash flow to reduce leverage post the dividend
recapitalization plan.

Moody's could consider a change in the outlook to positive or the
ratings could be upgraded if the company is able to improve its
leverage profile by achieving adjusted debt/EBITDA at or below 3x,
in conjunction with developing a track record of conservative
financial policies.

Should Stallion undergo another recapitalization plan that causes
adjusted debt/EBITDA to increase to 4x or above, or if liquidity
becomes compromised, then the outlook could be changed to negative
or the ratings downgraded.

The principal methodology used in rating Basic was the Global
Oilfield Services 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.

Headquartered in Houston, Texas, Stallion Oilfield Holdings, Inc.
is a provider of wellsite support, completion, production and
logistics services to upstream oil and gas companies and contract
drillers in the United States.


STATUE CRUISES: Statue of Liberty Ferry Company Cuts 130 Jobs
-------------------------------------------------------------
Lisa Fickenscher, writing for Crain's New York Business, reports
that:

     -- Evelyn Hill Inc., the concessionaire that runs the cafes
        and gift shops in Liberty and Ellis Islands, laid off 170
        people; and

     -- Statue Cruises, the ferry company that brings visitors to
        the monuments, laid off 130 employees.

According to the report, both companies have sustained severe
financial losses due to Superstorm Sandy.  The report notes, while
Evelyn Hill has laid off all but three employees, Statue Cruises
has been able to retain some workers. It continues to offer harbor
cruises that get visitors as close as possible to the Statue of
Liberty without setting foot on the island.

Crain's also relates employees who provide security services or
work for an audio firm that allows visitors to listen to the
history of both islands while they take in the sights, were also
laid off.

The report notes the National Park Service, which operates both
islands, is assessing damage, which includes destroyed electrical
systems, walkways and docks.  While the federal agency has not
said when it expects the islands to reopen, some people close to
the situation believe it will be many months.

"My guess is that they will be fully operational by April 1," said
Bradford Hill, president of Evelyn Hill, which has been the
concessionaire at Liberty Island, its primary business, for 81
years, according to the report.

The report relates Mr. Hill estimates that his firm will lose $6.8
million in revenues from November through March, while Statue
Cruises' revenues are off by 80%.  In fact, Statue Cruises was
displaced from its offices at Liberty State Park, which was
flooded, and is operating on one of its ferries in the marina.


SUN RIVER: Effects 1-for-10 Reverse Common Stock Split
------------------------------------------------------
At the special meeting held on Jan. 31, 2012, Sun River Energy,
Inc.'s shareholders approved proposal number 1, which allowed the
Company to amend the Company's Articles of Incorporation, or take
other action as the Company deems necessary, to effect a Reverse
Stock Split of the Company's common stock at a specific ratio
within a range of 1-for-2 to 1-for-10 and to grant authorization
to the Board of Directors to determine, in its sole discretion,
the timing and the specific ratio of the Reverse Stock Split at
any time prior to Jan. 31, 2013.

On Nov. 7, 2012, but effective as of Nov. 16, 2012, the Company
filed the Articles of Amendment with the Colorado Secretary of
State to effect the Reverse Stock Split.  As a result of the
Reverse Stock Split, every 10 outstanding shares of the Company's
Common Stock combined automatically into one share of Common
Stock.  No fractional share of common stock will be issued.  If
the cumulative number of shares of Common Stock held by any
shareholder in any single account or in any single certificate
prior to the split is not evenly divisible by the ratio of the
quotient of one divided by 10, the Pre-split Shares will round up
to the next number that is evenly divisible in whole numbers by
the ratio.  Each shareholder's percentage ownership in the Company
and proportional voting power remains unchanged after the Reverse
Stock Split, except for minor changes and adjustments resulting
from the treatment of fractional shares.

The new CUSIP number for the Company's common stock following the
Reverse Stock Split is 86686U202.

As a result of the Reverse Stock Split, adjustments were
automatically made to certain terms of certain of the Company's
outstanding securities, including its outstanding options,
restricted stock, restricted stock units and warrants.

                          About Sun River

Dallas, Tex.-based Sun River Energy, Inc., is an exploration and
production company focused on oil and natural gas.  Sun River has
mineral interests in two major geological areas.  Each area has a
distinct development plan, and each area brings a different value
matrix to the Company.  The Company has mineral interests in the
Raton Basin located in Colfax County, New Mexico, and in several
counties in the highly prolific East Texas Basin.

In the auditors' report accompanying the consolidated financial
statements for the year ended April 30, 2012,
LightfootGuestMoore&Co, P.C., in Dallas, Tex., expressed
substantial doubt about Sun River's ability to continue as a going
concern.  The independent auditors noted that the Company has an
accumulated earnings deficit of $41,027,526.

The Company reported a net loss of $24.0 million on $293,000 of
revenues for the year ended April 30, 2012, compared with a net
loss of $7.4 million on $98,000 of revenues for the year ended
April 30, 2011.

The Company's balance sheet at July 31, 2012, showed $12.71
million in total assets, $14.23 million in total liabilities and a
$1.52 million total stockholders' deficit.

                    Going Concern Considerations

The Company has negative working capital of $13,793,000 at
July 31, 2012.  Approximately $10,339,000 of the negative working
capital position was comprised of amounts owed to significant
stockholders, including Officers of the Company.  The Company is
attempting to raise capital to resolve the working capital
requirements and develop the oil and gas assets.  The Company has
multiple options available to meet the current financial
obligations when due:

   * The Company is attempting to settlement of its $4,000,000
     note payable - related party obligation with assignment of
     certain mineral rights that the Company was not anticipating
     to develop; and/or

   * Sun River has raised capital in a Preferred Stock offering,
     and the Company is currently attempting to raise additional
     equity through the sale of additional common stock and will
     utilize any proceeds to improve their working capital; and/or

   * The Company may sell a portion of its mineral rights to
     improve its working capital, in addition to other selected
     current liabilities of the Company which may be due.

However, there can be no assurance that the Company will be able
to execute any or all of the contemplated transactions, which
raises substantial doubt about the Company's ability to continue
as a going concern.


SUNCOKE ENERGY: S&P Affirms 'BB-' Corp. Credit Rating; Off Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Lisle, Ill.-based SunCoke
Energy Inc. The outlook is stable.

"At the same time, we removed all ratings from CreditWatch, where
we placed them with negative implications on July 27, 2012," S&P
said.

"The rating actions reflect our view that the proposed formation
of SunCoke's master limited partnership (MLP), despite required
dividends, will not have a negative effect on the company's credit
quality," said credit analyst Marie Shmaruk. "According to
regulatory filings associated with the initial public offering of
the proposed MLP, SunCoke expects to receive net proceeds of about
$273.5 million from the offering; the company intends to use about
$225 million to repay term loan debt. In addition, the MLP plans
to issue $150 million in new senior notes. As a result, we expect
consolidated book debt at both entities will be approximately $650
million at closing."

"The stable outlook reflects our view that SunCoke will maintain
consolidated leverage between 3x and 4x and FFO-to-debt of above
15%, metrics we consider to be in line with the current credit
rating. We also expect liquidity to remain adequate to both fund
the MLP's cash distributions and the company's planned expansion
projects," S&P said.


SUNRISE REAL ESTATE: Delays Form 10-Q for Third Quarter
-------------------------------------------------------
Sunrise Real Estate Group, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in the filing of its
Form 10-Q for the period ended Sept. 30, 2012, due to a delay in
the preparation of its financial statements.

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

In its report accompanying the 2011 financial statements, Kenne
Ruan, CPA, P.C., in Woodbridge. CT, USA, noted that the Company
has significant accumulated losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

The Company's balance sheet at June 30, 2012, showed
US$34.03 million in total assets, US$25.35 million in total
liabilities, and US$8.67 million in total shareholders' equity.

The Company reported a net loss of US$1.41 million in 2011 and a
net loss of US$25,487 in 2010.


TELKONET INC: Four Directors Elected at Annual Meeting
------------------------------------------------------
Telkonet, Inc., held its annual meeting of stockholders on
Nov. 19, 2012, at which the stockholders elected William H. Davis,
Jason L. Tienor, Glenn A. Garland and Tim S. Ledwick as directors
to serve for the ensuing year and until their successors are
elected.  The stockholders also ratified the appointment of Baker
Tilly Virchow Krause, LLP, as the Company's independent registered
public accounting firm for the year ended Dec. 31, 2012.

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Following the 2011 results, Baker Tilly Virchow Krause, LLP, in
Milwaukee, Wisconsin, noted that the Company continues to incur
significant operating losses, has an accumulated deficit of
$118.34 million and has a working capital deficiency of $775,000
that raise substantial doubt about the Company's ability to
continue as a going concern.

The Company reported a net loss of $1.90 million in 2011,
compared with a net loss of $2.17 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$14.23 million in total assets, $5.06 million in total
liabilities, $3.09 million in total redeemable preferred stock,
and $6.07 million in total stockholders' equity.


THORNBURG MORTGAGE: Claims v. Commonwealth Survives Dismissal Bid
-----------------------------------------------------------------
Maryland District Judge Ellen Lipton Hollander rejected motions by
Commonwealth Land Title Insurance Company to dismiss third party
claims and counterclaims against it in a lawsuit commenced by Joel
I. Sher, Chapter 11 Trustee for Thornburg Mortgage's TMST Home
Loans, Inc.

The case is rooted in a fraudulent mortgage transaction in
connection with a property located in Water Mill, New York.  In
early 2008, Luxury Mortgage Corporation extended a $2 million loan
to the borrower, secured by a mortgage, that was to have first
priority on the Property.  Intracoastal Abstract Co., Inc., issued
a title insurance policy to Luxury, underwritten by Commonwealth
Land Title Insurance Company.  Shortly thereafter, Luxury assigned
all of its rights, title and interest in the Mortgage to
Thornburgh Mortgage Home Loans, Inc. The parties subsequently
discovered that the Property was in foreclosure because
preexisting liens on the Property had not been satisfied, and the
funds provided by Luxury had been misappropriated.

On Nov. 24, 2010, in the bankruptcy proceeding, the court-
appointed Trustee for TMST sued for damages, indemnification and
specific performance against Luxury, arising out of the sale of
the Mortgage from Luxury to TMHL.  Luxury filed an Answer to the
Trustee's Amended Complaint as well as a Third-Party Complaint
against Commonwealth.  The Trustee also filed a Crossclaim against
Commonwealth.

Upon learning of the fraud, the TMST Trustee notified Commonwealth
of the defect in title, and demanded that Luxury repurchase the
Mortgage.  When Luxury refused, the Trustee filed the Complaint,
alleging claims for breach of contract against Luxury and seeking
money damages, indemnification, and/or specific performance of the
Correspondent Loan Purchase Agreement's buy-back provision.  The
Trustee subsequently requested that Commonwealth tender a defense
to preserve TMST's interest in an E*Trade foreclosure proceeding.
On Oct. 13, 2011, E*Trade obtained a Judgment of Foreclosure &
Sale on the Property.  As a result, the Trustee submitted a
request for coverage for its loss stemming from the foreclosure.
On Nov. 23, 2011, Commonwealth denied coverage on the grounds that
Luxury had not fully funded the loan and disclaimed any
involvement in or responsibility for the alleged fraud.

The District Attorney's Office in Suffolk County, New York,
indicted several individuals, including Ethan Ellner, a title
closer from Intracoastal, and Dustin Dente, Luxury's settlement
agent, for fraud in connection with the Mortgage.  These
individuals admitted to using a "straw buyer" to procure the
Mortgage, to intentionally concealing the two outstanding
mortgages on the Property, and to misappropriating the funds
disbursed by Luxury at closing.

The case is JOEL I. SHER, CHAPTER 11 TRUSTEE FOR TMST HOME LOANS,
INC., Plaintiff and Crossclaim Plaintiff, v. LUXURY MORTGAGE
CORP., Defendant and Third-Party Plaintiff, and COMMONWEALTH LAND
TITLE INSURANCE CO., Third-Party Defendant and Crossclaim
Defendant, Civil Action No. ELH-11-3656 (D. Md.).  A copy of the
Court's Nov. 19, 2012 Memorandum Opinion is available at
http://is.gd/UlVg2Nfrom Leagle.com.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TRONOX INC: Trial Ends on $14-Billion Suit vs. Kerr-McGee
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Allan L. Gropper will decide in
the coming weeks whether Kerr-McGee Corp. must pay $14 billion in
damages to creditors of former unit Tronox Inc.

The report recounts that the trial began in May and ended
officially last week when both sides filed hundreds of pages of
papers giving Judge Gropper sharply differing recommendations on
how he should rule.

The report notes that whether Judge Gropper can issue a binding
ruling or only write a suggested opinion is yet to be determined.
If Judge Gropper's decision is only a recommendation, the losing
side could have a second bite at the apple in federal district
court.

According to the report, in the lawsuit begun in Manhattan
bankruptcy court in May 2009, the trust for Tronox creditors
alleged that Kerr-McGee accumulated "massive" environmental and
retiree liabilities during 70 years in business.  To shed actual
and contingent debt, Kerr-McGee first transferred what the
complaint called "clean" businesses into a new company, leaving
behind what would later be known as Tronox.  The leftovers were
spun off as Tronox in March 2006, so valuable oil and gas
properties would not be liable for environmental claims.

The report discloses that Tronox creditors and the U.S. produced
testimony at trial which they believe provides foundation for
giving them more than $14 billion in damages for environmental
remediation costs left with Tronox when it was spun off from Kerr-
McGee and later went bankrupt.

Kerr-McGee, the report notes, told Judge Gropper last week in a
court filing that the fraudulent transfer lawsuit was based on a
"sensational complaint" not backed up by evidence at trial.  After
hearing witnesses, Kerr-McGee says the "evidence showed" there was
no fraudulent transfer because there were "sound business reasons
to separate Tronox, which had nothing to do with damaging
creditors."  Kerr-McGee said "contemporaneous market evidence
showed beyond peradventure that Tronox was not only solvent at the
time of the spinoff but a good investment."

Last year the U.S. Supreme Court decided a case called Stern v.
Marshall which said that a bankruptcy court is barred by the
Constitution from making final rulings on certain types of state-
law claims similar to fraudulent transfer suits.  Tronox contends
that Kerr-McGee consented to allowing Judge Gropper to make final
rather than recommended rulings.

Mr. Rochelle notes that the distinction between final and
recommended is crucial.  If Judge Gropper's conclusions are final,
a federal district judge on appeal can set aside factual findings
only if they are "clearly erroneous," a high standard difficult to
meet.  If Judge Gropper's ruling is only a recommendation, a
district judge can make his or her own findings without giving any
deference to conclusions the bankruptcy judge drew from the facts
and witnesses.

Mr. Rochelle also points out that the U.S. Court of Appeals in
Cincinnati decided a case in October called Waldman v. Stone
concluding that a so-called Stern objection cannot be waived and
can be raised for the first time on appeal.

Anadarko Petroleum Corp., Kerr-McGee's parent, had been a
defendant in the suit until May when Judge Gropper threw out the
complaint as to the parent.  He said that Tronox's fraudulent
transfer theories only worked against Kerr-McGee, Anadarko's
wholly owned subsidiary.  Within 90 days of the spinoff, Anadarko
made a buyout offer and subsequently acquired Kerr-McGee for $18.4
billion in August 2006, according to the complaint.

The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In re
Tronox Inc.), 09-1198, U.S. Bankruptcy Court, Southern District
New York (Manhattan).

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TROY DEVELOPMENT: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Troy Development Associates, L.P.
        2020 Smallman Street, Suite 300
        Pittsburgh, PA 15219

Bankruptcy Case No.: 12-25729

Chapter 11 Petition Date: November 23, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.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 18 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/pawb12-25729.pdf

The petition was signed by Jacquelene Troiani, limited partner,
president of general partner.


UNIVERSAL BIOENERGY: Incurs $1.72 Million Net Loss in 3rd Quarter
-----------------------------------------------------------------
Universal Bioenergy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.72 million on $15.56 million of revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$557,091 on $13.85 million of revenue for the same period a year
ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.43 million on $37.19 million of revenue, compared
with a net loss of $1.37 million on $49.90 million of revenue for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$7.37 million in total assets, $9.12 million in total liabilities,
and a $1.74 million total stockholders' deficit.

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

                        http://is.gd/gIPNGY

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

After auditing the 2011 results, Bongiovanni & Associates, CPA'S,
in Cornelius, North Carolina, noted that the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.

The Company reported a net loss of $2.11 million in 2011,
compared with a net loss of $2 million in 2010.


USI HOLDINGS: S&P Puts 'B-' Counterparty Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' counterparty
credit rating and all issue-level ratings on USI Holdings Corp.
(USI) on CreditWatch with developing implications.

"The CreditWatch placement follows USI's announcement that it has
reached a definitive agreement to be acquired by private equity
firm Onex Corp. in a $2.3 billion transaction," said Standard &
Poor's credit analyst Julie Herman. "The deal will give the
private equity firm a majority stake in USI; other terms of the
transaction were not disclosed. Onex has about $14 billion in
assets under management. The current majority owner of USI is GS
Capital Partners L.P., an investor in the company since 2007. The
CreditWatch placement reflects our limited information regarding
the details of the transaction at this time and our resultant
uncertainty regarding the transaction's effect on USI's capital
structure, cash flows, and credit protection measures."

"Over the next couple of weeks, we expect to meet with USI's
management team to discuss details of the acquisition by Onex. We
expect to resolve the CreditWatch listing over the next 30 days
following these discussions," Ms. Herman continued. "Potential
outcomes of the CreditWatch could be an affirmation, an upgrade by
one notch or more, or a downgrade by one notch or more. The
outcome will primarily depend on our analysis of the effect of the
transaction on USI's capital structure, cash flows, and credit
protection measures."


VANITY EVENTS: Posts $2.6 Million Profit in Third Quarter
---------------------------------------------------------
Vanity Events Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $2.63 million on $0 of revenue for the three months
ended Sept. 30, 2012, compared with net income of $1.88 million on
$35,131 of revenue for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $13.85 million on $424 of revenue, compared with a net
loss of $773,022 on 95,039 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2012, showed $3.11
million in total assets, $14.86 million in total liabilities, all
current, and a $11.74 million total stockholders' deficit.

                        Bankruptcy Warning

"There can be no assurances that funds will be available to the
Company when needed or, if available, that such funds would be
available under favorable terms.  In the event that the Company is
unable to generate adequate revenues to cover expenses and cannot
obtain additional funds in the near future, the Company may seek
protection under bankruptcy laws.  To date, management has not
considered this alternative, nor does management view it as a
likely occurrence, since the Company is progressing with various
potential sources of new capital and we anticipate a successful
outcome from these activities.  However, capital markets remain
difficult and there can be no certainty of a successful outcome
from these activities."

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

                         http://is.gd/1TTIQA

                        About Vanity Events

Based in New York, Vanity Events Holding, Inc. (OTC BB: VAEV)
-- http://www.vanityeventsholding.com/-- is a holding company
with two primary subsidiary companies.  The subsidiaries are
Vanity Events, Inc. and America's Cleaning Company.  America's
Cleaning Company(TM) is the Company's flagship division which
provides cleaning services to residential and commercial clients.
Vanity Events, Inc. seeks out, Licenses, develops, promotes, and
brings to market various innovative consumer and commercial
products.

The Company reported net income of $330,705 in 2011 compared with
a net loss of $544,831 in 2010.

RBSM LLPk, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered losses since inception and is experiencing difficulty in
generating sufficient cash flows to meet its obligations and
sustain its operations, which raises substantial doubt about its
ability to continue as a going concern.


VERTIS HOLDINGS: Proposes Key Employee Incentive Plan
-----------------------------------------------------
Vertis Holdings, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve the proposed key employee
incentive plan.

The Debtors, in consultation with their lenders, determined that
an orderly sale of substantially all of their assets through the
Chapter 11 process was the best, and likely only, means to
preserve and maximize value for the benefit of the Debtors'
stakeholders.  Accordingly, the Debtors, through their investment
banker and financial advisor, Perella Weinberg Partners LP,
commenced an extensive search for potential buyers that resulted
in identifying Quad/Graphics Inc., as the most viable bidder for
the Debtors' assets.

Quad agreed to purchase the Debtors' assets for $258.5 million and
serve as stalking horse through a Court-approved bidding process,
provided that the Debtors could preserve their going concern value
during the pendency of the sale process.  To emphasize its
concerns, Quad's willingness to serve as stalking horse and close
the proposed sale was made contingent in the stalking horse
agreement upon two conditions relevant here: (1) the Debtors' "Net
VAR Losses" (revenue declines resulting from lost customer work
since Aug. 1, 2012) must not exceed $71 million, and (2) the
Debtors must implement an incentive plan to combat customer losses
and ensure a smooth transition of their businesses to Quad.

The proposed implementation of the KEIP, strategically ties awards
to achievement of certain VAR retention targets, thereby
simultaneously maximizing the value of the Debtors' assets and
minimizing the risk that the Quad sale fails.  The participants
under the KEIP have been specifically identified by the Debtors
and Quad as the employees most critical to continuing the Debtors'
operations, preserving customer relationships, and maximizing the
Debtors' going concern value, and the proposed awards under the
KEIP are reasonable in light of the Debtors' finances.  Further,
the form of the KEIP is acceptable to Quad, and the Debtors'
lenders have informed the Debtors that they have no objection to
the KEIP.

The KEIP provides awards to 43 management employees and 49 non-
management employees, and together with the Management
Participants.

The awards to the management participants under the KEIP only vest
upon consummation of a sale of substantially all of the Debtors'
assets and satisfaction of the proposed VAR retention targets.
Moreover, achieving these targets is far from certain in light of
the facts and circumstances of these cases, and will require very
diligent efforts on the part of each Participant.  Under the KEIP,
if the Debtors do not retain at least 85% of their August 1 VAR,
no amounts will be paid to Management Participants and full awards
to Management Participants are only earned if at least 90% of VAR
is retained.  Thus, the KEIP rewards the Management Participants
for achieving challenging financial benchmarks that enhance the
value of the Debtors' estates, rather than for simply remaining
with the Debtors until the sale of their assets closes.

A hearing on Nov. 27, 2012, at 1 p.m., has been set.

                           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.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel, BDO Consulting, a division of BDO USA, LLP as
its financial advisor.


VITESSE SEMICONDUCTOR: W. Martin Discloses 13.5% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, William C. Martin and his affiliates
disclosed that, as of Nov. 20, 2012, they beneficially own
3,491,127 shares of common stock of Vitesse Semiconductor
Corporation representing 13.5% of the shares outstanding.
Mr. Martin previously reported beneficial ownership of
3,226,627 common shares or a 12.8% equity stake as of June 26,
2012.  A copy of the amended filing is available at:

                        http://is.gd/N99Udr

                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation reported a net loss of
$14.81 million on $140.96 million of net revenues for the year
ended Sept. 30, 2011, compared with a net loss of $20.05 million
on $165.99 million of net revenues during the prior year.

The Company's balance sheet at June 30, 2012, showed $57.14
million in total assets, $84.38 million in total liabilities and a
$27.24 million total stockholders' deficit.


VUANCE LTD: Annual Meeting of Shareholders Set for Dec. 27
----------------------------------------------------------
Vuance Ltd. will hold an annual general meeting of shareholders on
Dec. 27, 2012, at 4:00 p.m. (Israel time), at the offices of the
Company at 14, Shenkar Street, 3th Floor, Hertzliya Pituach,
Israel, for these purposes:

  1. To appoint Deloitte Brightman Almagor Zohar & Co. as the
     Company's independent public accountants for the year ending
     Dec. 31, 2012, and to authorize the Company's Audit Committee
     to fix the remuneration of the Company's independent public
     accountants in accordance with the volume and nature of their
     services.

  2. To elect three directors for terms expiring at the Company's
     2013 Annual General Meeting of Shareholders.

  3. To elect Mrs. Shlomit Sarousi for a three-year term as an
     external director.

  4. To approve the change of the name of the Company.

  5. To approve the appointment of Mrs. Tsviya Trabelsi as the
     Chairman of the Board of Directors.

  6. Presentation and Discussion of the Company's 2011
     Consolidated financial statements.

                          About Vuance Ltd.

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.

The Company reported net income of US$1.02 million on US$7.92
million of revenue in 2011, compared with a net loss of US$1.96
million on US$7.38 million of revenue in 2010.

In the auditors report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Fahn Kanne & Co.
Grant Thornton Israel expressed substantial doubt about the
Company's ability to continue as a going concern.  The indepdent
auditors noted that the Company has incurred substantial recurring
losses and negative cash flows from operations and, as of Dec. 31,
2011, the Company had a working capital deficit and total
shareholders' deficit.

The Company's balance sheet at June 30, 2012, showed US$1.87
million in total assets, US$3.35 million in total liabilities and
a US$1.47 million total shareholders' deficit.


VUZIX CORP: Jose Cecin Resigns from Board of Directors
------------------------------------------------------
Jose Cecin resigned as a director of Vuzix Corporation.  In
addition to being a member of the Board of Directors of the
Company, at the time of his resignation Mr. Cecin was Chairman of
the Board of Directors and a member of the Nominating Committee
and of the Compensation Committee of the Board of Directors of the
Company.

In his resignation letter, Mr. Cecin said, "My other business
commitments have become too great for me to be devote the time I
feel that should go into my position on the Vuzix Board."

Also on Nov. 16, 2012, Alexander Ruckdaeschel was elected to the
Board of Directors of the Company by a vote of the existing Board
of Directors.

                          About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

After auditing the 2011 annual report, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases.

The Company's balance sheet at June 30, 2012, showed $3.88 million
in total assets, $7.60 million in total liabilities and a $3.72
million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in its 2011 annual report that its future
viability is dependent on its ability to execute these plans
successfully.  If the Company fails to do so for any reason, the
Company would not have adequate liquidity to fund its operations,
would not be able to continue as a going concern and could be
forced to seek relief through a filing under U.S. Bankruptcy Code.


WILLIAMS LOVE: Lawyer's Claim Not Entitled to Priority
------------------------------------------------------
Oregon District Judge Ann Aiken affirmed a decision by the
Bankruptcy Court concluding that Heather Brann's claim against
Williams, Love, O'Leary & Powers, P.C., is not secured by an
attorney's lien giving her claim priority over other creditors'
claims.

WLOP represented over 100 clients in products liability cases
involving medical devices known as pain pumps.  The pain pump
clients alleged serious injuries arising from the post-surgical
use of pain pumps to infuse pain medications directly into their
shoulder joints.

Ms. Brann is an attorney licensed to practice law in Oregon who
entered into a contractual agreement with WLOP to provide legal
services in pain pump cases.  On Dec. 31, 2010, WLOP terminated
Ms. Brann's agreement pursuant to its terms.  At that time, WLOP
had paid Appellant the full amount of her First-Tier-Rate fees.
In January 2011, WLOP and Ms. Brann agreed WLOP owed her success-
based Second-Tier-Rate fees, because WLOP had successfully
resolved 10 pain pump cases.  However, WLOP asserts that it did
not have sufficient funds to pay Appellant her Second-Tier-Rate
fees when they became due.  In June 2001, Ms. Brann sued WLOP to
recover these fees.

In August 2011, WLOP filed a voluntary bankruptcy proceeding under
Chapter 11.  During the bankruptcy proceedings, WLOP apparently
acknowledged that it owes Ms. Brann both Second-Tier-Rate fees and
Third-Tier-Rate fees, as it had successfully resolved more than
fifty percent of its pain pump cases.

Ms. Brann asserted an attorney's lien in the bankruptcy proceeding
with respect to her claim for fees.  WLOP then filed an adversary
proceeding, seeking a declaratory judgment that Ms. Brann does not
possess an attorney's lien and is an unsecured creditor whose
claims will be paid in the normal course of the proceedings.
WLOP's lender, Sterling Savings Bank intervened in the adversary
proceedings and sought a similar declaratory judgment.

On motions for summary judgment, the Bankruptcy Court found that
Ms. Brann does not have an attorney's lien and granted summary
judgment in favor of WLOP and Sterling.  The appeal followed.

According to the District Judge, neither Ms. Brann's agreement
with WLOP nor the pain pump clients' fee agreements with WLOP
create an enforceable attorney's lien in favor of Ms. Brann.
While Ms. Brann has a claim against WLOP pursuant to her
agreement, she does not have an attorney's lien that gives her
claim priority.

The case before the District Court is HEATHER A. BRANN, Appellant-
Defendant, v. WILLIAMS, LOVE, O'LEARY & POWERS, P. C., Appellee-
Plaintiff, Civ. No. 3:12-cv-00563-AA (D. Ore.).  A copy of the
District Court's Nov. 17, 2012 Opinion and Order is available at
http://is.gd/mtKXGjfrom Leagle.com.

                About Williams Love O'Leary & Powers

Williams, Love, O'Leary & Powers, P.C. is a law firm specializing
in the areas of medical and pharmaceutical products liability and
mass tort litigation.  Based in Portland, Oregon, Williams Love,
fdba Williams, Dailey & O'Leary, P.C., dba WLOP and WDO.com, filed
for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 11-37021) on
Aug. 14, 2011.  Judge Elizabeth L. Perris presides over the case.
The Debtor disclosed $8,602,955 in assets and $6,734,830 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Michael L. Williams, its president.  Albert N. Kennedy, Esq.,
and Michael W. Fletcher, Esq., at Tonkon Torp LLP, in Portland,
Oregon, represent the Debtor as counsel.

In September 2012, Judge Perris said she would confirm the third
amended Chapter 11 plan of Williams Love.  Sterling Savings Bank
voted in favor of the Debtor's plan.


WORLD SURVEILLANCE: Incurs $986,900 Net Loss in Third Quarter
-------------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $986,963 on $26,157 of net revenues for the three
months ended Sept. 30, 2012, compared with a net loss of $228,523
on $12,408 of net revenues for the same period during the prior
year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.50 million on $278,102 of net revenues, compared
with a net loss of $340,155 on $22,156 of net revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.75
million in total assets, $16.01 million in total liabilities and a
$13.26 million total stockholders' deficit.

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

                        http://is.gd/VXaQiD

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

The Company reported a net loss of $1.12 million in 2011, compared
with a net loss of $9.79 million in 2010.

                         Bankruptcy Warning

The Company's indebtedness at Sept. 30, 2012, was $16,003,618.  A
portion of those indebtedness reflects judicial judgments against
the Company that could result in liens being placed on the
Company's bank accounts or assets.  The Company is reviewing its
ability to reduce this debt level due to the age or settlement of
certain payables but the Company may not be able to do so.  This
level of indebtedness could, among other things:

     * make it difficult for the Company to make payments on this
       debt and other obligations;

     * make it difficult for the Company to obtain future
       financing;

     * require the Company to redirect significant amounts of cash
       from operations to servicing the debt;

     * require the Company to take measures such as the reduction
       in scale of the Company's operations that might hurt the
       Company's future performance in order to satisfy its debt
       obligations; and

     * make the Company more vulnerable to bankruptcy or an
       unwanted acquisition on terms unsatisfactory to the
       Company.

After auditing the 2011 results, Rosen Seymour Shapss Martin &
Company LLP, in New York, expressed substantial doubt about World
Surveillance's ability to continue as a going concern.  The
independent auditors noted that the Company has experienced
significant losses and negative cash flows, resulting in decreased
capital and increased accumulated deficits.


XZERES CORP: Appoints Two New Directors to Board
------------------------------------------------
The Board of Directors of Xzeres Corp appointed Robert N. Garff
and Ron Elvidge as new members of the Board of Directors to fill
certain vacancies thereon.  The Directors were appointed for one-
year terms subject to re-election by the shareholders at their
next annual meeting.  The directors do not currently receive any
compensation for their services to the Company.

Pursuant to a private placement transaction effectuated on
Oct. 19, 2012, pursuant to Regulation D of the Securities Act of
1933, Elvidge holds (i) 1,904,762 shares of the Registrant's
Series A Convertible Preferred Stock, initially convertible into
5,714,286 shares of the Company's Common Stock, and (ii) warrants
for the purchase of 2,875,143 shares of the Company's Common
Stock.

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported in the TCR on July 3, 2012, Silberstein Ungar, PLLC,
in Bingham Farms, Michigan, expressed substantial doubt about
XZERES' ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Feb. 29, 2012.  The
independent auditors noted that the Company has incurred losses
from operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company's balance sheet at Aug. 31, 2012, showed $4.4 million
in total assets, $5.6 million in total current liabilities, and a
stockholders' deficit of $1.2 million.


* Z Capital Partners Names William Monagle Managing Director
------------------------------------------------------------
Z Capital Partners, L.L.C., a private equity firm focused on
revitalizing businesses, disclosed that William J. Monagle, Jr.,
has been named Managing Director.  In his new role, Mr. Monagle,
who has served in a consultant capacity to Z Capital since early
this year, will be responsible for operational and accounting due
diligence for portfolio companies, board representation of
portfolio companies, and internal infrastructure.  Most recently,
Mr. Monagle was a Partner and Senior Strategist focusing on
private markets for NEPC, an investment advisory firm.

James J. Zenni, President and Chief Executive Officer of Z
Capital, said, "We are pleased to welcome Bill to the firm.  With
more than twenty years of leadership and investment experience
analyzing private market strategies, as well as his expertise as a
CPA and tax professional provides unique skills for our firm and
operational support for our portfolio companies.  Bill brings
decades of experience and valuable insight that we look forward to
leveraging as we continue to successfully execute on our
distressed for control private equity strategy."

"I am excited to be taking on this new role at Z Capital," Mr.
Monagle said. "I look forward to helping the firm execute on its
strategy and working with the management teams of our portfolio
companies to deliver superior returns to investors."

Prior to joining Z Capital, Mr. Monagle was a Partner and Senior
Strategist with NEPC and with responsibility for the firm's
private markets research, manager search - due diligence
activities and performance monitoring efforts.  Mr. Monagle was
also a member of the Partners Research Committee, Alternative Due
Diligence Committee and the Real Assets-Infrastructure practice.
Prior to his time at NEPC, Mr. Monagle was the Managing Director-
Private Equity Research at Rogerscasey.  He developed private
equity investment structures for the firm's clients and was
responsible for the firm's monitoring of approximately 150 private
equity funds.  Mr. Monagle authored the firm's quarterly private
equity market reviews and developed the firm's private equity
educational presentation.

Mr. Monagle received an M.S. degree in Taxation from Bentley
College and received a B.S.B.A degree majoring in Accounting from
Northeastern.  He is a certified public accountant and a chartered
global management accountant.  Bill is a member of the AICPA and
the MSCPA.

                     About Z Capital Partners

Z Capital Partners, L.L.C. -- http://www.zcap.net/-- is a leading
Chicago-based private equity firm that specializes in making
investments in distressed middle market companies utilizing the
restructuring and/or bankruptcy process, opportunistic
acquisitions and special situations.  Z Capital utilizes its
operational and restructuring expertise to work with management on
enhancing enterprise value and achieving superior risk-adjusted
returns for its investors.  Z Capital's investors include
prominent global endowments, financial institutions, pension
funds, insurance companies, foundations, family offices, and
wealth management firms.


* Cohen & Grigsby Attorney Appointed to Pennsylvania Commission
---------------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and an office in Naples, FL, disclosed that
attorney Clifford Levine has been appointed to the Southwestern
Pennsylvania Commission (SPC).  Allegheny County Executive Rich
Fitzgerald nominated Levine for the position with the SPC, which
serves as the official Metropolitan Planning Organization (MPO)
for the 10-county southwestern Pennsylvania region, including the
City of Pittsburgh and Allegheny, Armstrong, Beaver, Butler,
Fayette, Greene, Indiana, Lawrence, Washington, and Westmoreland
Counties.  The SPC has the authority to make regional planning
decisions and to determine priorities for requests for all state
and federal transportation funds allocated to the region.

"I'm honored to become a member of the Southwestern Pennsylvania
Commission and to further its mission of proactive and thoughtful
planning for the promising future of our region," said Levine, a
recognized expert in government, economic development and land use
law.  "I am proud to join my fellow commissioners as we work to
enhance the quality of life in southwestern Pennsylvania."

Levine is a partner at Cohen & Grigsby and head of its Public
Affairs Group. He has a diverse practice that frequently involves
the interplay between law and government.  He has counseled real
estate developers, energy companies, telecommunications firms and
others in obtaining permits, contracts and governmental approvals
through both negotiation and litigation.  In addition, he has
extensive experience representing private litigants, particularly
in the areas of commercial, real estate and construction law.

Levine has frequently appeared before the Pennsylvania Supreme
Court and the Commonwealth Court, which handles legal disputes
involving governmental agencies.  A member of the Allegheny County
Academy of Trial Lawyers, Levine has been recognized in Best
Lawyers in America and as a Pennsylvania Super Lawyer, which
identifies the top five percent of lawyers in the state.

Levine was named one of the 100 most politically influential
individuals in Pennsylvania and he recently served as President
Barack Obama's authorized statewide representative for the 2012
election.

                       About Cohen & Grigsby

Since 1981, Cohen & Grigsby, P.C. -- http://www.cohenlaw.com/--
and its attorneys have provided sound legal advice and solutions
to clients that seek to maximize their potential in a constantly
changing global marketplace. Comprised of more than 130 lawyers,
Cohen & Grigsby maintains offices in Pittsburgh, PA and Naples,
FL.  The firm's practice areas include Business & Tax, Labor &
Employment, Immigration/International Business, Real Estate &
Public Finance, Litigation, Estates & Trust, Intellectual
Property, Bankruptcy & Creditors Rights, and Public Affairs.
Cohen & Grigsby represents private and publicly held businesses,
nonprofits, multinational corporations, individuals and emerging
businesses across a full spectrum of industries.


* Morgan Joseph Predicts Loan Defaults May Increase in 2013
-----------------------------------------------------------
Although default rates on leveraged loans remain extremely low,
it's not likely to last and an increase could start showing up as
the economy heads into 2013, according to the latest Restructuring
Quarterly Newsletter issued by Morgan Joseph TriArtisan LLC
("MJTA"), the investment banking firm serving the middle market.

Based on a study of research into default rates in the corporate
bank loan market and others, MJTA's Restructuring Group said they
showed generally a two to three year lag following issuance before
they start to occur.

Accordingly, it notes:

   -- New debt issuances have risen sharply since 2008, and 2012's
      pace is nearing 2006/2007 levels.

   -- Overall debt volumes peaked in 2006-2007 and the default
      rate spiked two years later, though in part the result of
      the recession.

   -- Historically low level of issuances in 2008-2009 has
      resulted in extremely low default rates in 2010-2011.

   -- However, new leveraged loans and high yield issuance is up
      sharply since 2010, and this year's volume has already
      surpassed 2011 levels.

"Defaults are coming," concludes James D. Decker, Head of the
Restructuring Group:

"If past relationships continue to hold, and the reports we
reviewed strongly suggest they usually do, the ongoing rise in
loan volume suggests that default rates will rise as we move into
the new year."

Among other financing and restructuring trends, the MJTA report
notes:

   -- The 2012 third quarter marked a post-Lehman low water mark
      for equity contributions to leveraged buyouts on the whole.
      The average deal required just 38% equity capitalization,
      compared with the 40 to 50% levels experienced in 2008-2011.

   -- Competition for ABL (asset based loans) remains fierce.
      "However, a number of market participants claim that bank
      structures and pricing seem to have stabilized at current
      levels."  Pricing of ABL loans floated slightly higher in
      the third quarter to an average spread to LIBOR just north
      of 200 bps.  The increase in pricing may reflect a growing
      willingness of lenders to offer term facilities often at
      prices at a premium to the revolving working capital
      component.

   -- Cash flow senior lending has become generally available in
      leverage levels as high as the 3 to 4 times range for middle
      market borrowers with minimum EBITDA in the $15 to $20
      million range with strong operating trends.  Sub-$15 million
      EBITDA borrowers remain largely uncovered by senior lenders.
      When they do, they often must turn to second lien lenders
      positioned to lend to smaller or storied borrowers on a
      senior basis.  The MJTA team reports seeing numerous funds
      willing to provide these companies with uni-tranche
      facilities that are highly competitive with more traditional
      ABL+second lien structures, but it usually requires a
      thorough placement process to fully access this capital.

Morgan Joseph TriArtisan LLC -- http://www.mjta.com/-- is an
investment bank engaged in providing financial advice, capital
raising and private equity investing.  The firm's services include
mergers, acquisitions and restructuring advice, in addition to
private placements and public offerings of equity and debt.


* Unused Retainers Can't Be Used for Postpetition Services
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an Arizona district judge ruled on Nov. 19 that a
prepetition retainer for legal services can't be used to pay for
postpetition services performed on behalf of a Chapter 7 debtor.

According to the report, U.S. District Judge Frederick J. Martone
from Phoenix agreed with the bankruptcy judge that a retainer paid
before bankruptcy retains its character as property of the estate
even though the lawyer has possession and holds a security
interest in the retainer.  Consequently, the bankruptcy court was
correct in requiring the lawyer to pay over the retainer to the
trustee to the extent not expended for pre-bankruptcy services.

The report relates that under the Supreme Court's 2004 Lamie
decision, estate property can't be used after bankruptcy to pay
fees incurred by the debtor, unless counsel are retained by the
trustee with approval of the bankruptcy court, Judge Martone said.

Judge Martone, the report notes, said that the retainer agreement
didn't describe an "earned upon receipt retainer" which the lawyer
would not be required to turn over to the trustee.

If the bankrupt's theory were correct, Judge Martone said, "a
debtor could fund his entire representation throughout a
bankruptcy by depositing what would otherwise be bankruptcy estate
funds with his lawyers. That would turn bankruptcy on its head."

Judge Martone said the Chapter 7 bankrupt could pay for post-
bankruptcy services either with funds from a third party or from
postpetition income.

The case is Glimcher v. Mullen (In re Glimcher), 12-01692, U.S.
District Court, District of Arizona (Phoenix).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/DI2012/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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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