---

         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 29, 2012, Vol. 16, No. 332

                            Headlines

1701 COMMERCE: Dougherty Opposes Additional Unsecured Debt
400 EAST: Files Schedules of Assets and Liabilities
4KIDS ENTERTAINMENT: Reports $11.8-Mil. Third Quarter Profit
ABDIANA A: Has Court's Nod to Hire McDowell Rice as Counsel
ABDIANA A: Taps Financial Asset as Restructuring Consultant

ABDIANA A: Taps Merlin Law, et al., to Pursue Insurance Claim
ACCENTIA BIOPHARMACEUTICALS: Misses $14.1-Mil. Debenture Payment
AIR MEDICAL: Moody's Affirms 'B2' CFR; Rates Term Loan 'B2'
AIRCASTLE LTD: Moody's Rates $400-Mil. Sr. Unsecured Notes 'Ba3'
AIRCASTLE LTD: S&P Assigns 'BB+' Rating on $400-Mil. Senior Notes

ALERE INC: Moody's Cuts Corp. Family Rating to B2; Outlook Stable
ALERE INC: S&P Lowers CCR to 'B' on Operating Weakness
ALLEN FAMILY: Files First Amended Joint Plan of Liquidation
ALLIANCE LAUNDRY: S&P Puts 'B+' Corp. Credit Rating on Watch Neg.
AMERICAN ENERGY: Delays Form 10-Q for Sept. 30 Quarter

AMERICAN ENERGY: Reports $87,000 Net Income in Sept. 30 Quarter
AMPAL-AMERICAN: Incurs $3.3 Million Net Loss in Third Quarter
BADGER HOLDING: S&P Assigns 'B+' Prelim Corporate Credit Rating
BAKERS FOOTWEAR: Wells Fargo No Longer Owns Common Shares
BATS GLOBAL: Moody's Rates $300-Mil. Senior Secured Term Loan 'B1'

BATS GLOBAL: S&P Assigns 'BB-' Corp. Credit Rating, Outlook Stable
BIOVEST INTERNATIONAL: Has Standstill Pact with Corps, Valens
BLAST ENERGY: Delays Form 10-Q for Sept. 30 Quarter
BLAST ENERGY: Incurs $8.3 Million Net Loss in Sept. 30 Quarter
BLUE BUFFALO: Moody's Rates $50-Mil. Term Loan Add-On 'B1'

CAPITOL BANCORP: Accepts Resignations of Two Directors
CATALYST PAPER: Posts C$655.7-Mil. Third Quarter Net Earnings
CAVALIER HOTEL: Court Okays Nicholas B. Bangos as Counsel
CCR BREWERIES: S&P Assigns 'B' Corp. Credit Rating on NAB Deal
CLEAN HARBORS: Moody's Confirms 'Ba2' CFR; Rates Notes 'Ba2'

CLEAN HARBORS: S&P Assigns 'BB+' Rating to $800MM Sr. Unsec. Notes
CONAGRA FOOD: Acquisition Deal Cues Fitch to Downgrade Ratings
CONTEC HOLDINGS: Bankruptcy Exit Plan Declared on Nov. 2
CRYSTAL CATHEDRAL: Pastor Schuller Loses Copyright Claims
DALLAS ROADSTER: TCB Seeks Relief From Stay to Pursue Lawsuit

DYCOM INVESTMENTS: Moody's Rates $90-Mil. Add-On Notes 'Ba3'
FIRST PLACE: Delays Form 10-Q for Sept. 30 Quarter
FIRST PLACE FINANCIAL: Kenton Thompson Resigns as Bank Executive
GLOBAL AVIATION: Furloughed Pilots' Class Suits Dismissed
GREAT BASIN: Court Approves Intercreditor Settlement Agreement

H&M OIL: Wants to Hire Russell K. Hall as Valuation Expert
HAMILTON SUNDSTRAND: S&P Assigns 'B' Corp. Credit Rating
HAWKER BEECHCRAFT: Extending Loan to Allow Plan Approval
HOLDINGS OF EVANS: Court Converts Case to Chapter 7 Liquidation
HOSTESS BRANDS: Unions, Lender Tussle on Bid to Appoint Trustee

HOSTESS BRANDS: Paul Weiss Not Representing Potential Buyer
HOSTESS BRANDS: Has Formal Order Allowing Interim Wind-Down
HOSTESS BRANDS: Example of "Best-Laid Plans" Gone Awry
IZEA INC: Barry Honig Discloses 9.1% Equity Stake
JOSEPH KEITH: Debt to Exchange Bank Not Dischargeable

K-V PHARMACEUTICAL: U.S. Says $66-Mil. Debt Is Non-Dischargeable
KAR AUCTION: S&P Keeps 'B' Rating on $150-Mil. Unsecured Notes
LEMINGTON HOME: 3rd Cir. Rejects Appeal Over Time-Limit in Trial
LIFECARE HOLDINGS: Grant Asay Resigns as EVP of Operations
LON MORRIS COLLEGE: Foundation Sues to Retain Endowments

MEDASSETS INC: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
MEDASSETS INC: S&P Rates $750-Mil. Secured Bank Facility 'BB-'
MA BB OWEN: Bankruptcy Court Confirms Amended Plan
MANAGED STORAGE: Bell Microproducts Not Cleared in Clawback Suit
MF GLOBAL: Customers Take 2nd Stab for Probe vs. Officers

MF GLOBAL: President Abelow to Leave Company By Week's End
MIAMI CENTER: Ruling Issued in Founder's Tax Case
MILAGRO OIL: S&P Lowers CCR to 'CCC' on Declining Liquidity
MOUNTAIN COUNTRY: Jackson Kelly Approved as Committee Counsel
NEXSTAR BROADCASTING: Tender Offer of Senior Notes Expires

OCEAN DRIVE: U.S. Trustee Won't Appoint Committee
OCEAN DRIVE: Files Schedules of Assets and Liabilities
OILSANDS QUEST: Wellington No Longer Owns Common Shares
PATRIOT COAL: Has Agreement with Three Environmental Groups
PATRIOT COAL: Sent to St. Louis With 'Considerable Regret'

PENNFIELD CORP: Carlisle Advisors Seeking OK to Buy Assets
PINNACLE AIRLINES: Cash Almost Doubles in October
PORTAGE MINERALS: Files Amended Financial Statements
R&K FABRICATING: Trustee Denied Legal Fees in Service Steel Case
RANCHER ENERGY: Reports $122,000 Net Income in Sept. 30 Quarter

REITTER CORP: Chapter 11 Plan of Reorganization Confirmed
RESIDENTIAL CAPITAL: Panel Questions 2009 Asset Transfers to Ally
RIVIERA HOLDINGS: Incurs $19.5 Million Net Loss in Third Quarter
RP CROWN: Moody's Assigns 'B2' CFR/PDR; Outlook Negative
RP CROWN: S&P Assigns Prelim 'B' CCR on JDA-RedPrairie Merger

SAAB AUTOMOBILE: Unique Cars Up for Auction in December
SAGAMORE PARTNERS: Court OKs Cash Collateral Use Until Nov. 29
SAN BERNARDINO, CA: To Omit Payments on Pension Funds, Bonds
SATCON TECHNOLOGY: NASDAQ to Complete Delisting of Common Stock
SATCON TECHNOLOGY: NASDAQ Files Form 25 to Delist Common Stock

SATCON TECHNOLOGY: Court OKs Convertible Note Pact with Holder
SHEEHAN MEMORIAL: To Auction Assets on Nov. 29
SIGNATURE STATION: Has Green Light to Use Regions Bank Cash
SIX FLAGS: Moody's Affirms 'B1' CFR; Outlook Stable
SMF ENERGY: Shutts & Bowen Will Now Be Paid on Flat Fee Basis

STEBNER REAL ESTATE: Court Approves Jeffrey B. Wells as Attorney
TEXAS RANGERS: Ex-Owner Hicks Settles Charges Over Diverting Funds
THQ INC: Has Forbearance with Wells Fargo Until Jan. 15
TRANSDIGM GROUP: Fitch Affirms 'B' Issuer Default Rating
TRIBUNE CO: Syndicating $1.4 Billion Loans to Exit Chapter 11

TRIBUNE CO: S&P Gives Prelim. 'BB-' CCR; Rates New $1BB Debt 'BB+'
UNIGENE LABORATORIES: Further Delays 10-Q Over Accounting Issues
VERSO PAPER: S&P Cuts CCR to 'B-' on Tough Paper Market Conditions
VITRO SAB: Reviewing Alternatives After 5th Circuit Ruling
VITRO SAB: Beats Bondholders on Appeal in Mexican Court

WALLACE & GALE: Trust Blocks Suits for Asbestos Injuries
WILLDAN GROUP: Reports $787,000 Net Income in Third Quarter

* Moody's Says Private Equity Firms Raise Risks for Creditors
* Moody's Sees Stable Performance for Industrial REITs in 2013

* 7th Circuit Appoints Thomas Lynch as N.D. Ill. Bankruptcy Judge

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1701 COMMERCE: Dougherty Opposes Additional Unsecured Debt
----------------------------------------------------------
Dougherty Funding LLC objects to the motion filed by 1701 Commerce
LLC to incur unsecured administrative debt outside the ordinary
course of business.

On Nov. 6, 2012, nearly 250 days after the bankruptcy proceeding
was commenced, the Debtor filed a motion to employ Cole, Schotz,
Meisel, Forman & Leonard, P.A., as substitute counsel.  On the
same day, Cole Schotz purported to file on behalf of the Debtor
the Motion to Incur Debt.

In its Motion to Incur Debt, Cole Schotz states that on Oct. 29,
2012, eight days prior to the filing of the Motion to Incur Debt,
Vestin Realty, "wired an initial retainer in the amount of
$420,000 into Cole Schotz's trust account."  Cole Schotz also
states the Trust Account Funds are "to be earmarked for the sole
purpose of paying the Court approved and allowed fees and expenses
of Cole Schotz," and further that "Cole Schotz has agreed to be
engaged immediately as substitute counsel for the Debtor on the
condition that the Debtor provide assurance that its professional
fees and expenses will be paid."

Although Vestin paid the Trust Account Funds to Cole Schotz eight
days prior to the filing of the Motion to Incur Debt, Cole Schotz
seeks authority to borrow from Vestin on an unsecured basis and as
an administrative obligation of the Debtor's estate up to $600,000
(which amount includes the Trust Account Funds) for the sole
purpose of paying Cole Schotz's fees.

On behalf of Dougherty, Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, tells the Court that the Debtor has not
and cannot establish that that the credit transaction is necessary
to preserve the assets of the estate.  As Vestin controls the
Debtor and has chosen at this late date to replace the Debtor's
legal counsel, it is reasonable to expect that it will fund the
Debtor's legal expenses regardless of priority such that there is
no reason to grant an administrative claim.  While the Motion to
Incur Debt is silent as to the obligation, if any, that Cole
Schotz may have to return Trust Account Funds if the motion is
denied, it is likely that there is no such obligation.

Mr. Gibbs submits that the Debtor has likewise failed to
demonstrate that the terms of the transaction are fair,
reasonable, and adequate, given the circumstances of the Debtor-
borrower and the proposed lender.  To the contrary, because of the
bad faith filing of the Debtor and Vestin's ownership interest in
the Debtor, the attempted characterization of Vestin's payment to
Cole Schotz as a "loan" to the Debtor with an administrative
priority should be rejected as improper.  Instead, the so called
"loan" should be viewed for what it is: a capital contribution by
Vestin to the Debtor.

While Dougherty is committed to working toward an expedited sale
of the Property as ordered by this Court and agreed upon by all
parties in interest, Mr. Gibbs admits that the path forward is not
without inherent risks and dangers.  Indeed, the Debtor's recent
conduct and unwarranted litigation ramp up demonstrates that any
number of issues could derail the sale process, at which time a
party in interest may be forced to file a liquidating plan to sell
the Property at auction.  Under such a scenario, if the Motion to
Incur Debt is authorized, the buyer of the Property would be
saddled with a $600,000 administrative claim that must be paid in
full prior to the Court confirming the plan.  This is a sizeable
impediment to confirming a plan and a risk the estate should not
bear, particularly because it is the Debtor's voluntary choice to
substitute counsel at this late stage of the proceedings.

Dougherty Funding LLC is represented by:

         Charles R. Gibbs, Esq.
         Keefe M. Bernstein, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         1700 Pacific Avenue, Suite 4100
         Dallas, TX 75201
         Tel: (214) 969-2800
         Fax: (214) 969-4343

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce LLC was previously named Presidio Ft. Worth Hotel
LLC, but changed its name to 1701 Commerce LLC, prior to the
bankruptcy filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


400 EAST: Files Schedules of Assets and Liabilities
---------------------------------------------------
400 East 51st Street LLC filed with the Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,407,426
  B. Personal Property              $650,662
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,451,431
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $71,348
                                 -----------      -----------
        TOTAL                    $15,058,088      $11,522,779

A copy of the schedules is available for free at:

            http://bankrupt.com/misc/400_EAST_sal.pdf

400 East 51st Street LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-14196) on Oct. 9, 2012.  The Debtor, a Single
Asset Real Estate under 11 U.S.C. Sec. 101 (51B), owns property in
150 East 58th Street, New York.  Judge Robert E. Gerber presides
over the case.  Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in
New York, serves as counsel.  The petition was signed by Simon
Elias, member and chief administrative officer.


4KIDS ENTERTAINMENT: Reports $11.8-Mil. Third Quarter Profit
------------------------------------------------------------
4Kids Entertainment, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $11.88 million on $263,000 of total net revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$5.25 million on $1.68 million of total net revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $9.71 million on $3 million of total net revenues,
compared with a net loss of $13.52 million on $6.15 million of
total net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $15.75
million in total assets, $12.08 million in total liabilities and
$3.66 million in total shareholders' equity.

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

                        http://is.gd/gVGOSD

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.

4Kids scheduled a Dec. 13 hearing for approval of its liquidating
Chapter 11 plan.  The plan proposes to pay $6.25 million in
unsecured claims in full with interest.  Secured creditors were
already fully paid.  After bankruptcy expenses are paid, equity
holders will receive 69 cents a share on each of the about
13.7 million shares outstanding.


ABDIANA A: Has Court's Nod to Hire McDowell Rice as Counsel
-----------------------------------------------------------
Abdiana A, LLC, sought and obtained authorization from the U.S.
Bankruptcy Court for the Western District of Missouri to employ
McDowell, Rice, Smith & Buchanan, P.C., as counsel.

MRS&B will, among other things:

      a. advise the Debtor with respect to its powers and duties
         as a debtor and debtor-in-possession in the continued
         management and operation of its business and properties;

      b. attend meetings and negotiate with representatives of
         creditors and other parties in interest;

      c. take necessary action to protect and preserve the
         Debtor's estate including the prosecution of actions in
         its behalf, the defense of any actions commenced against
         the Debtor or the estate, negotiations concerning
         litigation in which the Debtor may be involved, and
         objections to claims filed against the estate;

      d. negotiate and prosecute on the Debtor's behalf use of
         cash collateral, DIP financing, sales of assets,
         contracts and lease agreements, and all necessary
         agreements and documents; and

      e. formulate, negotiate and seek approval of disclosure
         statement and plan of reorganization.

MRS&B will be paid at these hourly rates:

         Shareholder         $175 to $495
         Associates          $140 to $190
         Paralegals           $70 to $100

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

Abdiana A, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Mo.
Case No. 12-44005) on Sept. 25, 2012, estimating at least
$10 million in assets and debts.  Abdiana A's business consists of
ownership and operation of various real properties in Kansas City,
Missouri.  Bankruptcy Judge Arthur B. Federman oversees the case.


ABDIANA A: Taps Financial Asset as Restructuring Consultant
-----------------------------------------------------------
Abdiana A, LLC, seeks permission from the U.S. Bankruptcy Court
for the Western District of Missouri to employ Financial Asset
Resolution, LLC, as restructuring consultant.

Financial Asset will assist in this proceeding, in providing
analysis of financial records of the Debtor, developing
financial projections, assisting in preparation of financial
reports required in the bankruptcy case, assisting in the
development of Debtor's Disclosure Statement and Plan, and
providing opinions and testimony relating to the feasibility of
the Plan, appropriate discount rate or rate of interest and other
restructuring or confirmation issues.  Financial Asset will be
paid $250 per hour for its services.

Randall M. Nay, founder and president of Financial Asset, attests
to the Court that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Abdiana A, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Mo.
Case No. 12-44005) on Sept. 25, 2012, estimating at least
$10 million in assets and debts.  Abdiana A's business consists of
ownership and operation of various real properties in Kansas City,
Missouri.  The Debtor is represented by Donald G. Scott, Esq., at
McDowell, Rice, Smith & Buchanan, P.C., in Kansas City, Mo., as
counsel.  Bankruptcy Judge Arthur B. Federman oversees the case.


ABDIANA A: Taps Merlin Law, et al., to Pursue Insurance Claim
-------------------------------------------------------------
Abdiana A, LLC, seeks permission from the U.S. Bankruptcy Court
for the Western District of Missouri to employ Erin Kristofco and
Merlin Law Group, P.A., John Del Percio and Lloyd L. Messick as
special counsel to pursue certain claims with respect to damage to
the property at 1726 Holmes Road, Kansas City, Missouri, owned by
Debtor.

Prior to the formation of the Debtor and the deeds of the property
at 1726 Holmes Road to Debtor, the property at 1726 Holmes Road
was owned by an affiliate of Debtor and insured against loss under
Abdiana Properties, Inc.'s policy of property insurance with
American Family Mutual Insurance Co.

In January 2011, substantial theft and vandalism damage was
sustained to the property at 1726 Holmes Road, giving rise to
certain claims by Abdiana Properties, Inc., for the loss and
damage.  The insurer declined to pay Abdiana Properties, Inc.'s
claim arising out of the damage to the property at 1726 Holmes
Road now owned by Debtor and which secures Debtor's obligations to
Arvest Bank.  Abdiana Properties, Inc., engaged counsel to bring
suit to recover for the loss and damages to said property, and on
June 19, 2012, suit was filed seeking to recover for the damage to
the property.  The Petition alleged damages and sought recovery of
$4,671,974 and a sum of money equal to plaintiff's lost business
income, lost rents and lost rental value, with interest and costs
and vexatious refusal penalties.

The Debtor entered into a Contingent Fee Agreement dated May 7,
2012, with Erin Kristofco and Merlin Law Group, P.A.; John Del
Percio; and Lloyd L. Messick, with respect to the claims arising
out of the damage to the property at 1726 Holmes Road.  Pursuant
to the Contingent Fee Agreement, Abdiana Properties, Inc., agreed
to pay a contingent fee in connection with the litigation of 20%
of all gross amounts collected, 97% of which will go to MLG and 3%
of which will be paid to Messrs. Del Percio and Messick as co-
counsel, as provided in said Contingent Fee Agreement.  The Debtor
has an expectancy that the net recovery will be paid to or for the
benefit of the Debtor and the property at 1726 Holmes Road.

The Debtor brings this precautionary motion for approval of the
engagement of MLG, Del Percio and Messick as special counsel to
prosecute the claims arising out of the damage to the property at
1726 Holmes Road and for approval of the Contingent Fee Agreement.
Although the Contingent Fee Agreement is between Abdiana
Properties, Inc., and MLG, Del Percio and Messick, to the extent
that the Debtor has an interest in the net proceeds of the claim
arising out of damage to the property at 1726 Holmes Road and the
employment of said counsel may impact that interest, the Debtor
requests court approval of the employment of MLG, Del Percio and
Messick as special counsel to prosecute the claim.

To the best of the Debtors' knowledge, Erin Kristofco and Merlin
Law Group, P.A.; John Del Percio; and Lloyd L. Messick are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Abdiana A, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Mo.
Case No. 12-44005) on Sept. 25, 2012, estimating at least
$10 million in assets and debts.  Abdiana A's business consists of
ownership and operation of various real properties in Kansas City,
Missouri.  The Debtor is represented by Donald G. Scott, Esq., at
McDowell, Rice, Smith & Buchanan, P.C., in Kansas City, Mo., as
counsel.  Bankruptcy Judge Arthur B. Federman oversees the case.


ACCENTIA BIOPHARMACEUTICALS: Misses $14.1-Mil. Debenture Payment
----------------------------------------------------------------
Accentia Biopharmaceuticals, Inc., failed to pay an aggregate of
$14.1 million in principal amount that became due on Nov. 17,
2012, under a class of non-interest bearing convertible debentures
issued in November 2010.  As a result of this default, a default
rate of 18% will begin accruing under the debentures, and the
holders of that debentures further have the right to an additional
default payment equal to 30% of the outstanding balance due.  As
of Nov. 23, 2012, none of the holders of the debentures have taken
any action to secure a judgment against the Company.

                 About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc.
(PINK: "ABPI") -- http://www.Accentia.net/-- is a biotechnology
company that is developing Revimmune as a system of care for the
treatment of autoimmune diseases.  Through subsidiary, Biovest
International, Inc., it is developing BiovaxID as a therapeutic
cancer vaccine for treatment of follicular non-Hodgkin's lymphoma
(FL) and mantle cell lymphoma (MCL).  Through subsidiary,
Analytica International, Inc., it conducts a health economics
research and consulting business, which it market to the
pharmaceutical and biotechnology industries, using its operating
cash flow to support its corporate administration and product
development activities.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 08-17795) on
Nov. 10, 2008.  Accentia emerged from bankruptcy on Nov. 17, 2012,
after receiving confirmation of a reorganization plan on Nov. 2,
2010.

The Company's balance sheet at March 31, 2012, showed
$4.63 million in assets, $88.97 million in liabilities, and an
$84.34 million total stockholders' deficit.

Cash and cash equivalents at March 31, 2012, was $1.9 million.
The Company intends to meet its cash requirements through the use
of cash on hand, strategic transactions such as collaborations and
licensing, short-term borrowings, and debt and equity financings.
The Company's independent registered public accounting firm's
report included a "going concern" qualification on the financial
statements for the year ended Sept. 30, 2011, citing significant
losses and working capital deficits at that date, which raised
substantial doubt about the Company's ability to continue as a
going concern.


AIR MEDICAL: Moody's Affirms 'B2' CFR; Rates Term Loan 'B2'
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Air Medical
Group Holdings, Inc.'s proposed $205 million senior secured B-1
term loan, and a B2 rating to Air Medical's proposed $40 million
senior secured B-2 term loan. At the same time, Moody's affirmed
the Corporate Family and Probability of Default Ratings at B2. The
rating outlook is stable.

On October 26, 2012, Air Medical entered into an agreement to
acquire Reach Medical Holdings, LLC, a regional provider of
emergency air medical services, operating primarily in California,
as well as in southern Texas and Oregon. The proceeds from the
term loans, along with existing cash on hand, will be used to
acquire Reach Medical, make working capital and other "earnout"
adjustments related to the implementation of certain California
regulations, and pay transaction fees and expenses. The
transaction is expected to close during the fourth quarter of 2012
or the first quarter of 2013.

Moody's assigned the following ratings:

  $205 million senior secured B-1 term loan, B2 (LGD 4, 55%)

  $40 million senior secured B-2 term loan, B2 (LGD 4, 55%)

Ratings Affirmed:

  Corporate Family Rating at B2

  Probability of Default Rating at B2

  $545 million 1st lien senior secured notes due November 2018, B2
  (LGD 4, 55%)

Moody's does not rate Air Medical's existing $100 million ABL
revolver due October 2015.

All ratings are subject to review of final documentation.

Ratings Rationale

The B2 Corporate Family Rating is constrained by the company's
high leverage, relatively small size and large bad debt expense,
principally tied to the self-pay portion of Air Medical's
revenues. For the twelve months ended September 30, 2012, Air
Medical's adjusted total debt to EBITDA was high at approximately
5.0 times. On a pro forma basis for the Reach acquisition and
related financing, Moody's expects the company's adjusted total
debt to EBITDA to increase to approximately 5.4 times. Partially
offsetting these risk factors are the company's historically solid
EBITDA margins and its strong market position as the largest
independent provider of community-based air ambulance services in
the United States.

The stable ratings outlook reflects Moody's expectation that
modest earnings improvement and free cash flow generation should
enable Air Medical's key credit metrics to improve at a pace that
solidifies its positioning within the B2 rating category.

While not anticipated in the near term, Air Medical's ratings
could be downgraded if the company's financial policies become
oriented towards shareholder distribution, or the Company
undertakes a transforming acquisition which increases execution
risks, or if leverage increases such that debt-to-EBITDA leverage
increases to about 6.0 times.

Air Medical's ratings could be upgraded if it generates more
robust earnings and cash flow from operations through increase in
scale and profitability, and the company reduces leverage such
that adjusted total debt to EBITDA approaches 4.0 times on a
sustainable basis.

The principal methodology used in rating Air Medical Group
Holdings, Inc. was the Global Business & Consumer Service 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.

Air Medical is the largest independent provider of air medical
services in the world, operating through three subsidiaries, Air
Evac Lifeteam, Med-Trans Corporation and EagleMed, which
collaborate with leading hospital systems, medical centers and EMS
agencies to offer access to emergency medical care. As of
September 30, 2012, the company operated a fleet of more than 200
helicopters and airplanes, providing services from 180 US bases
across 27 states. The company is majority owned by financial
sponsor Bain Capital Partners, LLC. For the twelve months ended
September 30, 2012, Air Medical's reported revenues were
approximately $475 million.


AIRCASTLE LTD: Moody's Rates $400-Mil. Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Aircastle
Limited's planned $400 million Senior Unsecured Notes ("Senior
Notes") issuance due 2019. Moody's also changed the Corporate
Family and Senior Unsecured Notes ratings outlook to negative from
stable. Aircastle's Ba2 Corporate Family Rating remains unchanged.

Rating Rationale

The negative outlook reflects Aircastle's increasing leverage
(defined as total debt minus cash not deemed necessary for
operational needs minus liquidity facility collateral divided by
total equity) as well as uncertainty regarding the type and yield
of the airplanes that the funds will be invested in. In addition,
a key concern is weaker global growth and its impact on air travel
volumes, aircraft demand and lease rates. Given a planned $400
million issuance, leverage will will be 2.0x on a pro-forma basis.
A modest upsize of the transaction would not change the rating
outcome and Moody's credit view.

The rating outlook could return to stable after the company's
leverage levels stabilize. The ratings could be downgraded if
leverage increases above 2.5x.

The terms of the Senior Notes are generally consistent with those
of Aircastle's existing senior unsecured debt, including certain
restrictions on liens and distributions. The Senior Notes will
rank pari passu with Aircastle's other senior unsecured debt
outstanding. Aircastle expects to use Senior Notes issuance
proceeds for general corporate purposes, including asset
purchases.

Aircastle's Corporate Family Rating reflects the company's
competitive mid-tier position within the aircraft leasing
industry, as well as its record of profitable operations during
the economic downturn. The rating also considers Aircastle's
adequate capital levels, manageable and relatively well-balanced
fleet composition and geographic exposures, and experienced
management team. The main constraints on the rating are its weaker
franchise positioning than that of the leading industry players,
as well as financing and lease placement risks associated with
Aircastle's fleet growth plans.

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

Aircastle Limited is an aircraft lessor headquartered in Stamford,
CT, and had $4.5 billion in flight equipment held for lease as of
September 30, 2012.


AIRCASTLE LTD: S&P Assigns 'BB+' Rating on $400-Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue rating
to Aircastle Ltd.'s $400 million senior notes due 2019. "The
recovery rating on this issue is '3', indicating our expectation
that lenders would receive a meaningful (50%-70%) recovery of
principal in the event of a payment default. The company will use
proceeds for general corporate purposes, including the purchase of
aircraft," S&P said.

"The ratings on Stamford, Conn.-based Aircastle reflect its
position as a midsize provider of aircraft operating leases and
its diversified fleet, as measured by aircraft types and location
of lessees. Limiting credit considerations are the company's
exposure to cyclical demand for aircraft, fluctuations in lease
rates and aircraft values, and weak credit quality of some airline
customers. We expect Aircastle's financial profile to remain
relatively consistent through 2013, with improving lease rates and
fleet additions resulting in higher earnings and cash flow. We
believe incremental debt to finance fleet growth will offset this
growth. We characterize Aircastle's business risk profile as
'fair,' its financial risk profile as 'significant,' and its
liquidity as 'adequate,' as per our criteria," S&P said.

"The outlook is stable. We expect Aircastle's financial profile to
remain relatively consistent through 2013, with higher earnings
and cash flow as a result of fleet additions, offset by
incremental debt to finance fleet growth. We could lower the
ratings if Europe suffered from a severe economic downturn,
resulting in more airline bankruptcies and lower utilization and
lease rates, causing funds from operations (FFO) to debt to
decline to below the high-single-digit percent area for a
sustained period. Alternatively, we could lower the ratings if
aggressive capital spending or share repurchases resulted in debt
to capital increasing to the mid-70% area. We do not consider an
upgrade likely unless the company grows substantially, improving
its competitive position and fleet diversity, which could cause us
to revise our business risk assessment from the current 'fair,'"
S&P said.

RATINGS LIST

Aircastle Ltd.
Corporate credit rating                       BB+/Stable/--

Ratings Assigned

Aircastle Ltd.
Senior Unsecured
  $400 mil notes due 2019                      BB+
   Recovery Rating                             3


ALERE INC: Moody's Cuts Corp. Family Rating to B2; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Alere, Inc. to B2 from B1.
Moody's also assigned a B3 (LGD 5, 74%) rating to Alere's proposed
offering of $450 million of senior unsecured notes due 2018.
Moody's understands that the proceeds of the notes will be used to
tender for the company's existing 7.875% senior unsecured notes
due 2016 and repay amounts outstanding under the company's
revolving credit facility. The remainder will be kept as available
cash and could be used to fund future acquisitions, share
repurchases, or payments of contingent consideration for
previously completed acquisitions. Moody's will withdraw the
ratings on Alere's 7.875% notes following a successful tender
offer. The rating outlook was also changed to stable from
negative.

Ratings Rationale

The downgrade of Alere's Corporate Family Rating reflects Moody's
expectation that financial leverage will be sustained well above
levels that are appropriate for the previous B1 rating. Moody's
estimates that debt to EBITDA at September 30, 2012, pro forma for
the proposed note issuance and the estimated EBITDA contribution
of acquisitions completed in the last twelve months, would have
approximated 6.2 times. Moody's also expects that the company will
continue to aggressively pursue acquisition opportunities, aided
in part by the cash added in the proposed debt issuance and the
restoration of the available revolver balance, to supplement
slower organic growth.

The stable outlook reflects Moody's expectation that financial
leverage will remain high in the near term given constraints on
EBITDA growth from challenges in certain lines of business and the
likelihood that available cash will be used for acquisitions or
share repurchases in lieu of debt repayment. However, growth in
recently launched products and the reentry into the diabetes
segment should limit the effect of challenges in the professional
diagnostic segment caused by the FDA prompted product recalls,
competitive pressures in the health management business, and
pricing pressure in Europe.

Following is a summary of Moody's rating actions.

Ratings assigned:

  $450 million senior unsecured notes due 2018 at B3 (LGD 5, 74%)

Ratings downgraded:

  Corporate Family Rating, to B2 from B1

  Probability of Default Rating, to B2 from B1

  7.875% senior unsecured notes due 2016 to B3 (LGD 5, 75%) from
  B2 (LGD 5, 76%) (to be withdrawn following the completion of the
  tender offer for the notes)

  9.0% senior subordinated notes due 2016 to Caa1 (LGD 5, 89%)
  from B3 (LGD 5, 88%)

  8.625% senior subordinated notes due 2018 to Caa1 (LGD 5, 89%)
  from B3 (LGD 5, 88%)

Ratings affirmed/LGD assessments revised:

  Senior secured revolver expiring 2016 at Ba3 (LGD 2, 29%) from
  Ba3 (LGD 3, 32%)

  Senior secured term loan A due 2016 at Ba3 (LGD 2, 29%) from Ba3
  (LGD 3, 32%)

  Senior secured delayed draw term loan A due 2016 at Ba3 (LGD 2,
  29%) from Ba3 (LGD 3, 32%)

  Senior secured term loan B due 2017 at Ba3 (LGD 2, 29%) from Ba3
  (LGD 3, 32%)

  Speculative Grade Liquidity Rating at SGL-1

Alere's B2 Corporate Family Rating reflects high financial
leverage in the context of an acquisitive growth strategy,
alongside ongoing reimbursement pressures on healthcare providers
and technological risk inherent in the highly competitive medical
diagnostics industry. In addition to the potential near-term
impact to earnings related to recent FDA-imposed recalls, EBITDA
growth has been constrained by ongoing headwinds in Europe and
operating challenges within the health management business, which
have included the loss of a number of accounts and declining
profitability. The ratings are supported by the company's strong
competitive position within the point-of-care diagnostic tools
market, as well as its solid cash flow. In addition, the ratings
are supported by the company's diverse product offering, and a
track record of technological innovation, which positions the
company well to serve hospitals and other healthcare providers.

Moody's could downgrade the rating if leverage is expected to be
sustained above 6.5 times, including Moody's adjustments for
operating leases and the company's preferred stock, or if free
cash flow to adjusted debt is expected to remain below 4% for a
sustained period. Use of incremental debt for future acquisitions
or lower than expected EBITDA, resulting from continued weakness
in the professional diagnostics or health management businesses,
which cause the company's credit metrics or liquidity to weaken
could also result in a downgrade.

Given the company's high leverage and acquisitive strategy, a
rating upgrade is unlikely in the near term. However, Moody's
could upgrade the rating if the pace of acquisitions slows
considerably from past levels and credit metrics improve such that
adjusted debt to EBITDA declines below 5.0 times and free cash
flow to debt is above 7% on a sustained basis.

Alere, Inc., headquartered in Waltham, Massachusetts, operates in
health management, and professional and consumer diagnostics. The
health management business includes disease management, maternity
management, and wellness. Diagnostic products focus on infectious
disease, cardiology, oncology, drugs of abuse and women's health.
For the twelve months ended September 30, 2012, the company
generated net revenues of approximately $2.7 billion.

The principal methodology used in rating Alere, Inc. was the
Global Medical Product and Device Industry Methodology published
in October 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.


ALERE INC: S&P Lowers CCR to 'B' on Operating Weakness
------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Alere Inc. to 'B' from 'B+', and lowered the ratings on
the company's senior secured debt to 'B+' from 'BB-' (the recovery
rating on this debt remains '2', indicating its expectation of
substantial (70%-90%) recovery in the event of a default). "We
also lowered the ratings on the company's senior subordinated
notes to 'CCC+' from 'B-' (the recovery rating on this debt
remains '6', indicating our expectation of negligible recovery
(0%-10%) in the event of a default), and lowered the rating on the
company's perpetual preferred stock to 'CCC' from 'CCC+'. The
rating outlook is stable," S&P said.

"At the same time, we assigned a 'B-' issue-level rating to the
company's proposed $450 million senior unsecured noted due 2018,
with a '5' recovery rating, indicating our expectation for modest
recovery (10%-30%) in the event of default," S&P said.

"The company plans on using the proceeds of the notes to refinance
its $250 million senior secured note due 2016, repay its $97.5
million revolver borrowings, add $73 million of cash to the
balance sheet, and pay fees and expenses. We will withdraw the
existing ratings on the $250 million notes due 2016 upon the close
of the transaction," S&P said.

"We downgraded Alere because operating weakness over the past year
drove its adjusted debt-to-EBITDA ratio as of Sept. 30, 2012, to
6.7x, and we believe this leverage will not approach 5x until
2014," said Standard & Poor's credit analyst Rivka Gertzulin.

"The ratings on the Waltham, Mass.-based health care diagnostics
provider also reflect the company's 'weak' business risk profile,
given its active acquisition strategy and its position as a niche
player in the life sciences industry," S&P said.

"While solid growth prospects in the diagnostics markets, combined
with a stable health management segment, could generate modest
improvements in operating measures, we do not believe it would be
sufficient to warrant an upgrade within a year," said Ms.
Gertzulin.


ALLEN FAMILY: Files First Amended Joint Plan of Liquidation
-----------------------------------------------------------
Allen Family Foods Inc. and the Committee of Unsecured Creditors
has filed a disclosure statement in support of its first amended
joint Chapter 11 plan of liquidation.

The Bankruptcy Court has scheduled the Confirmation Hearing for
Dec. 19, 2012, at 1:00 p.m. (prevailing Eastern Time).

The purpose of the Plan is to liquidate, collect and maximize the
Cash value of the remaining assets of the Debtors and make
distributions in respect of any Allowed Claims against the
Debtors' Estates.  The Plan is premised on the satisfaction of
Claims through creation of the Liquidating Trust (pursuant to the
Liquidating Trust Agreement) and distribution of the proceeds
raised from the sale and liquidation of the Debtors' remaining
assets, claims and Causes of Action.

On the Effective Date, the Debtors will transfer and assign to the
Liquidating Trust substantially all property and assets of the
Debtors.  While the Debtors, in consultation with the Committee,
may designate that certain assets remain with the Debtors,
proceeds of those assets will constitute Liquidating Trust assets.
Pursuant to the Plan, the Liquidating Trust will pay all Allowed
Priority Claims and Administrative Expense Claims in full that
have not previously been paid by the Debtors.  To the extent there
are assets remaining in the Liquidating Trust after payment of all
Allowed Priority Claims, Administrative Expense Claims and
expenses of the Liquidating Trust, all Holders of Allowed General
Unsecured Claims shall receive a Pro Rata Share Distribution of
the remaining assets of the Liquidating Trust.  The Holders of
Intercompany Claims and Interests shall not receive any
distributions from the Liquidating Trust.

The classification and treatment of claims under the plan are:

     A. Administrative Claims, estimated to be $4,100,000, will be
        paid in full, in Cash, of the allowed amount of the Claim.
        Estimated recovery is 100%.

     B. Class 1 Priority Non-Tax Claims will be paid in full, in
        Cash, of the allowed amount of the Claim.  Estimated
        recovery is 100%.

     C. Class 2 Secured Claims will be paid in full, in Cash, of
        the allowed amount of the Claim.  Estimated recovery is
        100%.

     D. Class 3 General Unsecured Claims, estimated to be
        $32,162,000, will be paid in full, in Cash, of the allowed
        amount of the Claim.  Estimated recovery is 10%.

     E. Class 4 Intercompany Claims will receive no distribution.
        Estimated recovery is 0%.

     F. Class 5 Equity Interests will receive no distribution.
        Estimated recovery is 0%.

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

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

                     About Allen Family Foods

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

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

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


ALLIANCE LAUNDRY: S&P Puts 'B+' Corp. Credit Rating on Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Ripon, Wis.-based Alliance Laundry Systems LLC on
CreditWatch with negative implications, meaning the ratings could
either be lowered or affirmed following the completion of S&P's
review.

"At the same time, we assigned our 'B' issue-level rating to the
company's proposed $435 million first-lien senior secured credit
facilities, comprising a five-year $75 million revolving credit
facility and a six-year $360 million first-lien term loan. The
recovery rating on this debt is '3', indicating our expectation
for meaningful (50% to 70%) recovery for lenders in the event of a
payment default. At the same time, we assigned our 'CCC+' issue-
level rating to the company's proposed seven-year $125 million
second-lien term loan. The recovery rating on this loan is '6',
indicating our expectation for negligible (0% to 10%) recovery for
lenders in the event of a payment default. We expect proceeds from
the new term loans to be used to repay existing debt and fund a
$232 million shareholder distribution," S&P said.

"Following the completion of this refinancing transaction, we
anticipate lowering the corporate credit rating by one notch to
'B' as a result of the higher debt levels and weaker credit
measures Alliance Laundry will incur. Accordingly, the new issue-
level ratings are not on CreditWatch but are dependent on
completion of the company's proposed refinancing transaction, and
are subject to a review of final documentation," S&P said.

"The ratings on the company's existing $345 million senior secured
credit facilities due 2017 remain unchanged and are not on
CreditWatch, and will be withdrawn upon closing of the new senior
secured credit facilities," S&P said.

"Alliance Laundry's CreditWatch placement reflects our belief that
credit measures will meaningfully deteriorate and be below our
expectations for the existing ratings as a result of significantly
higher debt levels following the completion of the proposed
recapitalization transaction," said Standard & Poor's credit
analyst Rick Joy.

"Standard & Poor's ratings on Alliance Laundry reflect our view
that following the company's proposed recapitalization transaction
the company will have a 'highly leveraged' financial risk profile
and 'weak' business risk profile. Key credit factors in our
business risk assessment are the company's narrow product focus,
small scale, and customer concentration, yet strong market
position in the U.S. commercial laundry equipment segment. The
financial risk assessment reflects our expectation that credit
measures will weaken and remain consistent with indicative ratios
for a highly leveraged financial risk profile, including adjusted
leverage above 5x and FFO to total debt of less than 12%," S&P
said.


AMERICAN ENERGY: Delays Form 10-Q for Sept. 30 Quarter
------------------------------------------------------
The American Energy Group, Ltd.'s Form 10-Q for the period ended
Sept. 30, 2012, was not filed within the prescribed time period
due to delays in obtaining operations and production updates from
Hycarbex-American Energy, Inc., the operator of the Pakistan-based
Yasin Block 2768-7 petroleum concession in which the Company holds
an 18% production interest, the Company's major asset.  Due to
pending litigation with Hycarbex-American Energy, Inc., and the
likelihood of the lack of continued cooperation, the information
is being sought from a third party source.  The operations and
production information are critical to the completion of
Management's Discussion and Analysis within the Form 10-Q.  The
delays could not be eliminated by the Company without unreasonable
effort or expense.

                       About American Energy

AEG has been in the red for the past five years: It reported a net
loss of $991,784 for the year ended June 30, 2011; $942,792 in
2010; $893,196 in 2009; $932,853 in 2008; and $1,428,916 in 2007.

The Company restated its 2010 financial reports after management
discovered errors resulting in the understatement of previously
reported accrued expenses as of June 30, 2010.

Until its 2002 bankruptcy filing, AEG was an independent oil and
natural gas company engaged in the exploration, development,
acquisition and production of crude oil and natural gas properties
in the Texas gulf coast region of the United States and in the
Jacobabad area of the Republic of Pakistan.

AEG emerged from bankruptcy in January 2004 with two assets, a
non-producing 18% gross production royalty in the Yasin 2768-7
Block in Pakistan, and a non-producing working interest in an oil
and gas lease in Galveston County, Texas.  While the bankruptcy
proceedings were pending, AEG's producing oil and gas leases in
Fort Bend County, Texas were foreclosed by a secured lender.  Its
non-producing Galveston County, Texas oil and gas lease rights
were not affected by the foreclosure.

In November 2003, AEG sold the capital stock of its then existing
subsidiary, Hycarbex-American Energy, Inc., which held the
exploration license in Pakistan, to Hydro Tur (Energy) Ltd., a
company organized under the laws of the Republic of Turkey.  The
Company sold Hycarbex, which was the owner and operator of the
Yasin 2768-7 Petroleum Concession Block in the Republic of
Pakistan, to a foreign corporation, but retained an 18% overriding
royalty interest in future production.

Involuntary Chapter 7 bankruptcy proceedings (Bankr. S.D. Tex.
02-37125) were initiated against AEG on June 28, 2002, before
Judge Manuel D. Leal.  Leonard H. Simon, Esq., at Hughes Watters &
Askanase LLP, represented the petitioning creditors, who alleged
$49,981 in claims.  The case was converted to Chapter 11
proceedings in December 2002.

Pursuant to the Company's Second Amended Plan of Reorganization
which was approved by the Bankruptcy Court on Sept. 3, 2003, all
outstanding shares of common and preferred stock were cancelled
and the issuance of new shares of common stock to the bankruptcy
creditors was authorized by the Court.  AEG emerged from
bankruptcy in January 2004 with its two assets intact and with its
sole business being the maintenance and management of these
assets.

The Company's balance sheet at June 30, 2012, showed $2.55 million
in total assets, $328,460 in total liabilities and $2.22 million
in total stockholders' equity.

Morrill & Associates, in Bountiful, Utah, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations raising substantial doubt about its ability to continue
as a going concern.


AMERICAN ENERGY: Reports $87,000 Net Income in Sept. 30 Quarter
---------------------------------------------------------------
The American Energy Group, Ltd., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $87,105 on $307,160 of revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$142,870 on $67,579 of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$2.81 million in total assets, $318,729 in total liabilities and
$2.49 million in total stockholders' equity.

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

                       http://is.gd/hXLGdN

                       About American Energy

AEG has been in the red for the past five years: It reported a net
loss of $991,784 for the year ended June 30, 2011; $942,792 in
2010; $893,196 in 2009; $932,853 in 2008; and $1,428,916 in 2007.

The Company restated its 2010 financial reports after management
discovered errors resulting in the understatement of previously
reported accrued expenses as of June 30, 2010.

Until its 2002 bankruptcy filing, AEG was an independent oil and
natural gas company engaged in the exploration, development,
acquisition and production of crude oil and natural gas properties
in the Texas gulf coast region of the United States and in the
Jacobabad area of the Republic of Pakistan.

AEG emerged from bankruptcy in January 2004 with two assets, a
non-producing 18% gross production royalty in the Yasin 2768-7
Block in Pakistan, and a non-producing working interest in an oil
and gas lease in Galveston County, Texas.  While the bankruptcy
proceedings were pending, AEG's producing oil and gas leases in
Fort Bend County, Texas were foreclosed by a secured lender.  Its
non-producing Galveston County, Texas oil and gas lease rights
were not affected by the foreclosure.

In November 2003, AEG sold the capital stock of its then existing
subsidiary, Hycarbex-American Energy, Inc., which held the
exploration license in Pakistan, to Hydro Tur (Energy) Ltd., a
company organized under the laws of the Republic of Turkey.  The
Company sold Hycarbex, which was the owner and operator of the
Yasin 2768-7 Petroleum Concession Block in the Republic of
Pakistan, to a foreign corporation, but retained an 18% overriding
royalty interest in future production.

Involuntary Chapter 7 bankruptcy proceedings (Bankr. S.D. Tex.
02-37125) were initiated against AEG on June 28, 2002, before
Judge Manuel D. Leal.  Leonard H. Simon, Esq., at Hughes Watters &
Askanase LLP, represented the petitioning creditors, who alleged
$49,981 in claims.  The case was converted to Chapter 11
proceedings in December 2002.

Pursuant to the Company's Second Amended Plan of Reorganization
which was approved by the Bankruptcy Court on Sept. 3, 2003, all
outstanding shares of common and preferred stock were cancelled
and the issuance of new shares of common stock to the bankruptcy
creditors was authorized by the Court.  AEG emerged from
bankruptcy in January 2004 with its two assets intact and with its
sole business being the maintenance and management of these
assets.

Morrill & Associates, in Bountiful, Utah, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations raising substantial doubt about its ability to continue
as a going concern.

The Company incurred a net loss of $109,452 for the year ended
June 30, 2012.


AMPAL-AMERICAN: Incurs $3.3 Million Net Loss in Third Quarter
-------------------------------------------------------------
Ampal-American Israel Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of US$3.29 million on US$107.86 million of
total revenues for the three months ended Sept. 30, 2012, compared
with a net loss of US$20.37 million on US$140.45 million of total
revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of US$285.53 million on US$328.37 million of total
revenues, compared with a net loss of US$53.92 million on
US$342.80 million of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2012, showed
US$511.43 million in total assets, US$747.05 million in total
liabilities, US$605,000 in redeemable noncontrolling interest, and
a US$236.22 million capital deficiency.

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

                        http://is.gd/5VMqXs

                       About Ampal-American

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

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012, to restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Lawyers at Bryan Cave LLP, in New York, serve as
counsel to the Debtor.


BADGER HOLDING: S&P Assigns 'B+' Prelim Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Badger Holding LLC (Safway). "At the
same time, we also assigned our preliminary 'B+' issue rating and
'4' recovery rating (indicating our expectation of average [30%-
50%] recovery in the event of payment default) to Safway Group
Holdings LLC's proposed $500 million senior secured term loan,"
S&P said.

All ratings are subject to a review of final documentation.

"The ratings on Safway reflect our view of the company's
'aggressive' financial profile and 'weak' business profile. The
stable outlook indicates our expectation for sustained low double-
digit EBITDA margins on recovering demand in its end markets over
the next 12 months," said Standard & Poor's credit analyst Nishit
Madlani. "Our financial risk assessment reflects leverage
expectations of about 4.2x or less, and modest free cash flow
generation prospects over the next two years following its
proposed refinancing. The transaction extends maturities on its
existing debt and reduces the interest burden. Private equity firm
Odyssey Investment Partners owns Safway, and we believe the
financial policy will remain aggressive. The business risk
assessment reflects the company's high exposure to cyclical
industrial and commercial end-markets amid competitive pricing."

"The company provides labor to erect and dismantle the scaffolding
that it rents and sells mostly through its industrial segment
(including refining, petrochemicals, and power generation
industries in the U.S. and in the Canadian oil sands markets) and,
to a lesser extent, through general contractors in its commercial
segment. Although these end markets are cyclical, maintenance
services (roughly 80% of overall revenues) tend to be more
resilient to recessionary cycles. After being deferred during the
economic downturn, maintenance and plant turnaround activity is
slowly picking up across the company's industrial end markets,
especially refining. Still, the company remains exposed to some
pricing pressure given the presence of a few other players such as
Brand Energy & Infrastructure Services (B/Stable/--) and Brock
Holdings III Inc. (B+/Stable/--). Through recent acquisitions,
Safway has also added insulation and coatings services to its
portfolio--but we believe the company's track record as a
multicraft provider in industrial end-markets is somewhat limited
compared with its rated peers."

"Over the longer term, we expect the influx of capital projects
(new construction) across end markets and many of its major
customers potentially moving toward single-sourced multicraft
services to improve pricing conditions and margin prospects for
Safway. Contract terms between three and five years (although
customers can cancel some of these on a relatively short notice)
in its industrial end markets should continue to provide some
earnings stability. Safway has a higher market share in its
commercial business (more fragmented as compared with industrial),
which is more project-focused, less recurrent, and accounts for
slightly less than one-third of its revenues. However, we believe
the higher-margin prospects in this segment are somewhat offset by
slow growth prospects (in 2013), especially in nonresidential
construction, and some inherent risk from potential cost overruns
through the fixed-price nature of contracts in this segment," S&P
said.

"Overall, the largely cost-reimbursable nature of Safway's
contracts reduces the risk of cost overruns. Cost savings and
overall execution, especially given its new senior management
team, will remain a crucial driver of steady operating
performance," S&P said.

S&P's base-case scenario assumptions for Safway's operating
performance include:

-- Revenue will grow at above low-single-digit rates over the
    next two years mainly as a result of some business wins in
    2012 and as demand for maintenance services in its energy and
    industrial markets improves, at least in line with U.S. GDP
    growth, with a slower recovery in its construction end
    markets.

-- EBITDA margins will be steady (in the low double-digits) over
    the next two years (after incorporating ongoing pricing
    pressure) because of overall sales recovery, assuming fleet
    utilization rates consistent with historical levels.

-- Leverage will improve to and remain at about 4.2x or less over
    the next two years with positive free operating cash flow
    generation prospects over the cycle.

"We view Safway's financial risk profile as aggressive, given pro
forma leverage (including our adjustments, mainly for operating
leases) of about 4.2x as of Sept. 30, 2012, with modest
improvement in 2013, and we expect positive free operating cash
flow generation. Financial policy will remain aggressive, in our
view, given Safway's concentrated ownership by its private equity
sponsor. Also, the possibility of dividends and debt-financed
acquisitions could preclude sustained debt reduction. The
company's cash flow adequacy position has improved given our
expectation for lower interest expenses following the proposed
transaction. For the rating, we expect adjusted debt to EBITDA of
5x or less and free operating cash flow (FOCF) to total debt in
the mid-single digits," S&P said.

"The stable outlook reflects our expectation for positive FOCF
generation in 2013 based upon slow ongoing recovery mainly in
Safway's industrial end markets, mostly as a result of
maintenance-related spending," S&P said.

"We could lower the ratings if operating shortfalls (arising from
sustained softness in end-market demand), dampen profit margins,
leading to significantly lower-than-expected FOCF generation. A
downgrade is also likely to occur if credit protection measures
deteriorate, possibly through a debt-financed acquisition (for
instance, if we expect adjusted leverage persistently above 5x),"
S&P said.

"We consider an upgrade unlikely during the next year based on our
assessment of the company's business and financial risks and,
importantly, Safway's concentrated ownership by financial
sponsors, which we believe indicates that financial policies will
remain aggressive. Under a different ownership structure, an
upgrade would occur if the company is able to maintain consistent
debt reduction (leverage at about 3.5x or less) from solid
operating performance (with the ratio of FOCF generation to debt
approaching the low double-digits), combined with a commitment to
more-conservative financial policies," S&P said.


BAKERS FOOTWEAR: Wells Fargo No Longer Owns Common Shares
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wells Fargo & Company disclosed that, as of
Oct. 31, 2012, it does not beneficially own any shares of common
stock of Bakers Footwear Group Inc.  Wells Fargo previously
reported beneficial ownership of 702,012 common shares or a 7.55%
equity stake as of Dec. 31, 2011.  A copy of the amended filing is
available for free at http://is.gd/UUsUrd

                       About Bakers Footwear

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

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

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

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

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

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

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

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

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


BATS GLOBAL: Moody's Rates $300-Mil. Senior Secured Term Loan 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to a $300 million
senior secured term loan and $50 million revolving credit facility
for BATS Global Markets, Inc. The term loan will finance a
dividend to shareholders and the revolver is available for working
capital purposes. The rating agency has also assigned a B1
corporate family rating to BATS. The outlook on the ratings is
stable.

Ratings Rationale

The B1 ratings reflects BATS' franchise as the third-largest cash
equities exchange operator in the United States and its
significant share of European cash equities trading - due in part
to its November 2011 acquisition of Chi-X Europe.

The ratings also incorporate BATS' efficient transaction-driven
business model and the firm's potential to generate strong
operating leverage when volumes or market share rises - if capture
rates stay constant. BATS net capture rates are currently below
many incumbent exchanges, creating potential for further share
gains and/or margin expansion. The acquisition of Chi-X Europe
provides significant opportunities in this regard, but it remains
to be seen whether BATS can successfully enhance its margins in
Europe without suffering a loss of market share.

The ratings also reflect BATS' heavy reliance on trading US
equities for profitability. This is a commoditized and intensely
competitive business which requires the firm to remain lean
operationally. Furthermore, to build market share, BATS has
occasionally resorted to inverted pricing to build market share --
which Moody's views as a risky strategy. Compared to incumbent
equities exchanges, BATS has limited revenue diversification.
Therefore, macroeconomic events that depress trading volumes can
have a large impact on BATS profitability. Furthermore regulatory
changes that limit high frequency trading or restrict certain
order types could damage the firm's business model.

Like all execution venues, BATS strives to maintain high
reliability and low latency. BATS has a generally strong track
record in this regard. The firm manages these risks by maintaining
redundant facilities in the US and Europe, which can be quickly up
and running if primary facilities cannot process orders.
Nonetheless, the firm suffered an outage in London in 2011 and
experienced operational difficulties during its own IPO in 2012,
although these events do not appear to have significantly impaired
the firm's trading volumes and market shares.

Moody's considers BATS' relatively short operating history --
which already includes two significant control failures -- to be a
credit weakness. The first related to a material weakness
regarding the reporting of stock option compensation in 2009
(which has since been remediated) and the second related to the
failed IPO in 2012. The effectiveness of controls will be an
important rating driver in the future Moody's said.

Moody's noted that BATS strategic investors bring both positives
and negatives for BATS' creditors. On the positive side, they
provide benefits to the company by directing substantial order
flow to BATS. On the negative side, the strategic investors have
driven an aggressive financial policy, as evidenced by the $300
million dollar debt-financed dividend.

BATS is a global financial technology company headquartered in
Kansas City that operates electronic trading markets in the US and
Europe.

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


BATS GLOBAL: S&P Assigns 'BB-' Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating on BATS Global Markets Inc. The outlook is stable.
"At the same time, we assigned our 'BB-' issue rating on the
company's $350 million senior secured credit facilities," S&P
said.

"Our ratings on BATS reflect the company's status as the third-
largest stock exchange in the U.S. and the largest pan-European
equities trading venue," said Standard & Poor's credit analyst
Olga Roman. "The company has a well-diversified customer base,
with no single customer contributing more than 8% of trading
volume. BATS' scalable technology platform, which we view as a
positive ratings factor, has enabled it to rapidly grow its market
share by pursuing an aggressive pricing strategy."

"However, several negative factors counteract these strengths.
BATS still depends on U.S. cash equity trading volume, even though
it has been expanding into new geographies and asset classes,"
said Ms. Roman. "Following a planned dividend payment, the company
will have negative tangible equity and high debt leverage.
Additionally, we believe that BATS is highly vulnerable to
operational risk."

"The stable outlook reflects our expectation that BATS will be
able to maintain its market share and current operating
performance. If BATS can reduce its debt, bringing debt leverage
to less than 3.0x, and maintain or grow its market share while
introducing a new pricing structure that could improve its
profitability, we would consider upgrading the company. On the
other hand, if BATS' profitability and key credit metrics
deteriorate following the debt issuance, we could lower the
rating. We could also consider downgrading the company if it
encounters another operational problem or decides to pay another
large dividend," S&P said.


BIOVEST INTERNATIONAL: Has Standstill Pact with Corps, Valens
-------------------------------------------------------------
Biovest International, Inc., entered into a Standstill Agreement
with Corps Real, LLC, PSource Structured Debt Limited, Valens U.S.
SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Offshore SPVII,
Corp., Laurus Master Fund, Ltd. (in Liquidation), and EratoCorp.,
and LV Administrative Services, Inc., effective as of Nov. 17,
2012.

Under the Standstill Agreement, Corps Real and the Valens Lenders
agreed to extend the maturity dates of their respective notes from
the Company in the aggregate principal amounts of $2.99 million
and $23.5 million, respectively, from Nov. 17, 2012, to Jan. 31,
2013.  The purpose of that extension is to give the Company, Corps
Real, and the Valens Lenders time and opportunity to negotiate a
potential restructuring of the Notes.  The Standstill Agreement
also provides for a revolving line of credit facility in the
principal amount of $1.5 million to be provided by Corps Real
subject to agreement of the parties upon final terms and
acceptable documentation, and it also provides that the New Senior
Credit Facility will be secured by all assets of the Company and
that the Notes held by the Valens Lenders will be subordinated to
the indebtedness under the New Senior Credit Facility.  The
Standstill Agreement anticipates the closing of the New Senior
Credit Facility by Dec. 1, 2012, and that the New Senior Credit
Facility will bear interest of 16% per annum have a maturity date
of the first (1st) anniversary of the closing of the New Senior
Credit Facility.  The Standstill Agreement provides that advances
under the New Senior Credit Facility will be used only to fund the
operations of the Company in accordance with a budget approved by
Corps Real and the Valens Lenders.

On Nov. 17, 2012, the Company failed to pay various debt
obligations that became due on that date.  The Matured Obligations
consist of:

   * An aggregate of $3.0 million in principal amount under a
     Secured Convertible Promissory Note payable to Corps Real.
     As a result of the default under this obligation, in addition
     to other remedies, Corps Real has the right to foreclose upon
     its first-priority security interest in all assets of the
     Company.

   * An aggregate of $23.5 million in principal amount under
     Secured Convertible Promissory Notes payable to PSource
     Structured Debt Limited, Valens U.S. SPV I, LLC, Valens
     Offshore SPV I, Ltd., Valens Offshore SPVII, Corp., and
     EratoCorp.  As a result of the default under this obligation,
     a default rate of 12% will begin accruing under the notes,
     and PSource Structured Debt Limited, Valens U.S. SPV I, LLC,
     Valens Offshore SPV I, Ltd., Valens Offshore SPVII, Corp.,
     and EratoCorp., have the right to foreclose upon their lien
     in all assets of the Company, subordinate only to the
     security interest of Corps Real.  In addition, PSource
     Structured Debt Limited, Valens U.S. SPV I, LLC, Valens
     Offshore SPV I, Ltd., Valens Offshore SPVII, Corp., and
     EratoCorp., have the right to appoint one-third of the board
     of directors of the Company.

   * An aggregate of $1.2 million in principal amount under a
     series of unsecured convertible promissory notes payable to
     institutional investors in the Company's exit financing.  As
     a result of the default under these notes, a default rate of
     15% will begin accruing under these notes.

As of Nov. 23, 2012, none of the creditors have taken any action
to foreclose on any collateral securing the above obligations and
have not taken any action to secure a judgment against the
Company.

                   About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

In its audit report for the fiscal 2011 financial statements,
CHERRY, BEKAERT, & HOLLAND L.L.P., in Tampa, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred cumulative net losses since inception of approximately
$161 million and cash used in operating activities of
approximately $4.6 million during the two years ended Sept. 30,
2011, and had a working capital deficiency of approximately
$2.2 million at Sept. 30, 2011.

The Company reported a net loss of $15.28 million on $3.88 million
of total revenue for the year ended Sept. 30, 2011, compared with
a net loss of $8.58 million on $5.35 million of total revenue
during the prior year.

The Company's balance sheet at June 30, 2012, showed $5.03 million
in total assets, $43 million in total liabilities, and a
$37.96 million total stockholders' deficit.


BLAST ENERGY: Delays Form 10-Q for Sept. 30 Quarter
---------------------------------------------------
PEDEVCO Corp., formerly Blast Energy Services, Inc., notified the
U.S. Securities and Exchange Commission that it requires
additional time to determine the accounting treatment of an asset
that was acquired by it during the 2012 fiscal year.  As a result,
the Company will be delayed in filing its quarterly report on Form
10-Q for the period ended Sept. 30, 2012.

                         About Blast Energy

Houston, Texas-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million for 2011,
compared with a net loss of $1.51 million for 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $3.98 million in total liabilities and a
$2.11 million total stockholders' deficit.


BLAST ENERGY: Incurs $8.3 Million Net Loss in Sept. 30 Quarter
--------------------------------------------------------------
Pedevco Corp., formerly Blast Energy Services, Inc., filed with
the U.S. Securities and Exchange Commission its quarterly report
on Form 10-Q disclosing a net loss of $8.32 million on $175,183 of
oil and gas sales for the three months ended Sept. 30, 2012,
compared with a net loss of $216,563 on $0 of oil and gas sales
for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $9.31 million on $332,848 of oil and gas sales.  The
Company reported a net loss of $298,688 on $0 of oil and gas sales
for the period from Feb. 9, 2011, through Sept. 30, 2011.

The Company reported a net loss of $4.14 million for 2011,
compared with a net loss of $1.51 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$11.62 million in total assets, $3.96 million in total
liabilities, $1.25 million in redeemable series A convertible
preferred stock, and $6.41 million in total stockholders' equity.

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

                         http://is.gd/AQFmWI

                         About Blast Energy

Houston, Texas-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.


BLUE BUFFALO: Moody's Rates $50-Mil. Term Loan Add-On 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the $50 million
add on to Blue Buffalo's senior secured term loan B due 2019.
Moody's understands that the proceeds of the offering will be used
to pay a dividend to shareholders. The incremental debt associated
with the senior secured term loan will not materially impact the
company's credit metrics. Moody's existing ratings of the company
are unchanged. The rating outlook remains stable.

Rating assigned:

  $50 million senior secured term loan B due July 2019, B1

Ratings unchanged:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1;

  $40 million senior secured revolving credit facility expiring
  July 2017, at B1 (LGD 4, 51%);

  $350 million senior secured first lien term loan due July 2019,
   at B1 (LGD 4, 51%);

The outlook is stable.

Ratings Rationale:

Blue Buffalo's B1 Corporate Family Rating reflects its relatively
small scale and highly leveraged capital structure, limited
geographic and segment diversification, and the fact that it
competes against much larger and better resourced players. These
factors are partially offset by the company's strong position in
the niche US natural pet food space, driven by Blue Buffalo's
strong top-line organic sales growth and good profitability
profile. The rating reflects Moody's assumption that the company
will de-leverage over the next year via solid EBITDA growth. The
company's liquidity is very good, and Moody's expects that it will
maintain adequate liquidity going forward.

The stable outlook reflects Moody's expectation that the company
will be able to generate sufficient free cash flow and de-leverage
rapidly, such that debt-to-EBITDA is below 5 times within the next
12 months.

Blue Buffalo's ratings could be upgraded if the company is able to
increase its scale while improving its credit metrics such that
debt-to-EBITDA is sustained below 4.0 times and RCF-to-net debt is
sustained above 15%. Other considerations that could contribute to
an upgrade include an expanded geographic footprint, more diverse
customer exposure and demonstrated ability to successfully manage
its rapid growth.

A downgrade in the near term is unlikely given the company's
strong performance since the closing of the original credit
facilities in July 2012. Considerations that could contribute to a
downgrade include if the company fails to reduce its leverage to
less than 5 times or if it fails to achieve RCF-to-net debt above
10%. Other factors that could lead to a downgrade include product
recalls, any event that materially diminishes brand equity or if
financial policies become overly aggressive.

The principal methodology used in rating Blue Buffalo was the
Global Packaged Goods methodology published in July 2009 and is
available on www.moodys.com in the Ratings Methodologies sub-
directory under the Research & Ratings tab. Other methodologies
and factors that may have been considered in the rating process of
rating Blue Buffalo can also be found in the Rating Methodologies
sub-directory on Moody's website.


CAPITOL BANCORP: Accepts Resignations of Two Directors
------------------------------------------------------
Pursuant to its proposed plan of reorganization, on Nov. 14, 2012,
Capitol Bancorp Ltd. accepted the resignations of Nicholas Genova
and Myrl D. Nofziger, who have resigned from service as members of
the board of directors.  Mr. Genova has served as a member of the
board of directors since 1992, and Mr. Nofziger joined the board
in 2003.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.


CATALYST PAPER: Posts C$655.7-Mil. Third Quarter Net Earnings
-------------------------------------------------------------
Catalyst Paper disclosed in a Form 6K filed with the U.S.
Securities and Exchange Commission that a significant one-time
credit arising from reorganization gains and "fresh-start
accounting" valuation adjustments resulted in third quarter net
earnings of $655.7 million in comparison with a net loss
attributable to the Company of C$205.7 million for the same period
a year ago.  The company emerged from creditor protection on
Sept. 13, 2012, with significant debt and cost-structure
improvements.

Catalyst Paper had C$265.7 million of sales for the three months
ended Sept. 30, 2012, compared with C$292.2 million of sales for
the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported net
earnings attributable to the Company of C$618.4 million on
C$797.7 million of sales, compared with a net loss attributable to
the Company of C$266 million on C$807.5 million of sales for the
same period during the preceding year.

Catalyst Paper's balance sheet at Sept. 30, 2012, showed
C$1.04 billion in total assets, C$887.3 million in total
liabilities and C$152.8 million in equity.

"The third quarter marked a turning point for Catalyst as we
exited creditor protection with a stronger balance sheet, lower
interest costs and lower annual operating costs going forward,"
said President and CEO Kevin J. Clarke.  "This puts us on stronger
operational footing to address ongoing market dynamics.  And it
means Catalyst can now take a much more active role in the
transformation of the industry as a whole."

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

                         http://is.gd/b6sY5p

A copy of the press release announcing the financial results is
available for free at http://is.gd/eThM1F

                Gets Conditional OK for Listing on TSX

Catalyst Paper has received conditional approval for the listing
of its new common shares on the Toronto Stock Exchange.

The listing is subject to standard conditions and Catalyst expects
to satisfy these conditions in the near future.  Catalyst
anticipates that its common shares will be listed for trading
within the next 30 days and will issue a release in advance of the
anticipated listing date.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

As reported by the TCR on Sept. 17, 2012, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of
Compromise and Arrangement under the Companies' Creditors
Arrangement Act.


CAVALIER HOTEL: Court Okays Nicholas B. Bangos as Counsel
---------------------------------------------------------
Cavalier Hotel LLC sought and obtained permission from the U.S.
Bankruptcy Court to employ Nicholas B. Bangos, Esq., and Nicholas
B. Bangos P.A. as counsel.

The Debtor believes the representation by Mr. Bangos is critical
to its efforts to restructure its affairs.  Mr. Bangos and his
firm will provide the Debtor with various legal services related
to the prosecution of the Chapter 11 case.

Nicholas B. Bangos attests that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
The Bangos firm will seek compensation for services of each
attorney and paraprofessional acting on behalf of the Debtor in
the Chapter 11 cases at the then-current hourly rate charged for
the services.  The hourly rates are:

         Professional                   Rates
         ------------                   -----
         Partners                        $450
         Associates                  $175 to $350
         Paraprofessionals               $125

       About Ocean Drive Investment and the Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami.

The Debtors own the Cavalier Hotel located directly Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  Cavalier has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.

Ocean Drive estimated at least $10 million in assets and
liabilities.  Cavalier Hotel estimated under $50,000 in assets and
at least $10 million in liabilities.


CCR BREWERIES: S&P Assigns 'B' Corp. Credit Rating on NAB Deal
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Delaware-based CCR Breweries Inc. following the
announcement that North American Breweries Holdings LLC (NAB) will
be acquired for $388 million by Cerveceria Costa Rica S.A. (CCR,
not rated). The outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating to CCR
Breweries' proposed $175 million senior secured term loan due
2019. The recovery rating is '2', indicating our expectation for
substantial (70% to 90%) recovery for creditors in the event of a
payment default. Net proceeds of the proposed term loan, along
with an approximately $200 million equity contribution from CCR
(which CCR will in turn finance with its own term loan (unrated))
will partially refinance NAB's existing debt and fund CCR's
acquisition of NAB," S&P said.

At the completion of the transaction, CCR Breweries will merge
with and into North American Breweries Holdings LLC.

"Our ratings are based on preliminary documentation and subject to
review of final documentation following completion of the
transaction. Pro forma for the acquisition, we estimate CCR
Breweries would have about $192 million in total debt outstanding
as of Sept. 30, 2012," S&P said.

The corporate credit rating on CCR Breweries Inc. reflects S&P's
assessment of the company's business risk profile as "vulnerable"
and financial risk profile as "highly leveraged." "Key credit
factors in our business risk profile assessment include its
relatively small size and narrow business focus, including product
concentration within the mature and highly competitive U.S. beer
industry, and exposure to volatile commodity costs. We view CCR
Breweries' financial risk profile as 'highly leveraged' despite
credit measures pro forma for the financing that are closer to
indicative ratio ranges for an 'aggressive' financial risk profile
and adequate liquidity. This is in part based on our view of the
company's financial policy as aggressive following the
acquisition, which includes uncertainty about potential increases
in future dividend payments to its owner, CCR," S&P said.

"We expect the company's credit metrics to gradually improve
within the next 12-18 months, with leverage declining closer to 4x
by the end of 2013," said Standard & Poor's credit analyst Jean
Stout.

Standard & Poor's could consider a lower rating if operating
performance weakens, the company's makes dividend payments to CCR
that would preclude this expected improvement in credit ratios,
and/or liquidity becomes constrained, including covenant cushion
decreasing below 15%.

"Though unlikely in the near term, we could consider raising the
rating if the company is able to further diversify its business
line and product offerings," S&P said.


CLEAN HARBORS: Moody's Confirms 'Ba2' CFR; Rates Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service confirmed the Ba2 Corporate Family and
Probability of Default ratings for Clean Harbors Inc.'s, assigned
a Ba2 rating to the proposed $550 million senior unsecured bonds,
and upgraded to Ba2 from Ba3 the rating on the existing $800
million 5.25% senior unsecured notes. These actions complete the
ratings review which was initiated on October 29, 2012 following
Clear Harbors' announced plans to acquire Safety-Kleen Inc. The
proceeds of the proposed bonds will be used along with cash on
hand and proceeds of a stock offering to fund the $1.25 billion
purchase of Safety-Kleen. The rating outlook is stable.

Ratings:

Corporate Family rating: confirmed Ba2

Probability of Default rating: confirmed Ba2

$550 million senior unsecured notes due 2021 assigned Ba2-LGD4,
58%

$800 million 5.25% senior unsecured notes due 2020 upgraded to
Ba2-LGD4, 58% from Ba3-LGD4, 60%

Speculative Grade Liquidity Rating: SGL2

Outlook: Stable

Ratings Rationale

Clean Harbors' Ba2 CFR/PDR ratings reflect the company's strong
position in the North American environmental service industry
which is expected to be further enhanced with the addition of
Safety-Kleen, which is anticipated to close in late 2012. Safety-
Kleen's ratings, including the B1 CFR/PDR, will remain outstanding
until the company is acquired by Clean Harbors, at which time they
will be withdrawn. Moody's views Clean Harbors' 7 incinerator and
7 hazardous landfills and Safety-Kleen's 2 used motor oil re-
refineries and 9 oil recycling centers as the most valuable assets
owned by these companies. Both firms operate substantial
collection operations which ensure sufficient volume of feedstock
for the waste processing assets to operate near peak capacity
(currently over 91%) and generate high operating margins. The
financial profile of the combined company will remain largely
consistent with a Ba2, including 3.3x adjusted leverage, revenue
over $3 billion, EBITDA-capex/interest over 3x, and retained cash
flow to debt around 25%. Still, the rating is somewhat constrained
by the company's publically stated acquisition appetite. Though
Clean Harbors has a well established acquisition integration track
record, Moody's notes Safety-Kleen is meaningfully larger than
previous acquisitions. The rating is also constrained by the
incrementally higher level of exposure to energy prices with the
addition of Safety-Kleen whose profitability is partially
influenced by oil prices. Safety-Kleen's financial performance
suffered during the recent recession as oil prices collapsed,
though recently implemented hedging strategies should mitigate the
short term impact of another sharp drop in oil prices. Despite the
expectation for free cash flow generation, Moody's does not
anticipate debt reduction over the forecast period as the post-
acquisition debt structure will comprise bonds with onerous call
provisions. Instead, acquisitions are expected to consume free
cash flow which, combined with organic growth, will modestly
improve the company's financial profile.

The stable outlook reflects Moody's expectation for the US and
Canadian manufacturing to increase modestly (+1-3%) in 2013 and
for energy prices to remain near current levels (oil $85 per
barrel and natural gas $3.50 per million BTU). Leverage
consistently below 3x coupled with free cash flow to debt around
10% could lead to positive rating momentum. Leverage sustained
near 4x and free cash flow declining to near $0 could lead to
downward rating momentum. Furthermore, additional acquisitions in
excess of $500 million announced before the end of 2013 could
strain management's integration capabilities and lead to ratings
pressure.

The upgrade of the outstanding $800 million 5.25% senior unsecured
bond to Ba2 from Ba3 is driven by the higher expected recovery for
unsecured bonds following the $550 million issuance as this claim
level will constitute a greater share of the capital structure
going forward. This will bring the unsecured bond rating in line
with the CFR.

Moody's views Clean Harbors' liquidity as good, as denoted by the
SGL2 rating, following the acquisition, due to the expectation for
the company to generate cash in excess of capex requirements and
have the majority of its planned upsized $400 million asset backed
line (ABL) available. The upsizing of the ABL from its current
$250 million size is predicated on the Safety-Kleen acquisition
closing. US$ borrowings will be limited to $300 million and C$
borrowings will be limited to $100 million.

The principal methodology used in rating Clean Harbors was the
Global Business & Consumer Service 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.

Clean Harbors, Inc., headquartered in Norwell, Massachusetts, is a
provider of environmental services and a leading operator of non-
nuclear hazardous waste treatment facilities in North America.
Revenues for the twelve months ended September, 2012 were $2.2
billion. Safety-Kleen Services, Inc. is a provider of used oil re-
refining and recycling and parts cleaning services in North
America and also provides used oil collection, containerized waste
services, vacuum services and total project management services.
2011 revenues of ultimate parent, Safety-Kleen, Inc., were
approximately $1.3 billion.


CLEAN HARBORS: S&P Assigns 'BB+' Rating to $800MM Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating on Norwell, Mass.-based Clean
Harbors Inc. and removed them from CreditWatch, where S&P placed
them with negative implications on Nov. 1, 2012. "At the same
time, we assigned a stable outlook. In addition, we revised our
recovery rating on the company's $800 million senior unsecured
notes due 2020 to '3' from '4', and assigned our 'BB+' issue-
rating and '3' recovery rating to the proposed $550 million senior
unsecured notes due 2021. We also withdrew our ratings on the
company's $520 million senior secured notes due 2016 because the
company refinanced these notes with proceeds from the issuance of
$800 million in senior unsecured notes due 2020," S&P said.

"The affirmation and stable outlook reflect our view that while
Clean Harbors' financial risk profile will deteriorate slightly
due to the additional debt and environmental liabilities incurred
with the proposed acquisition of Safety-Kleen, it should remain
sufficient to support the current ratings," said credit analyst
James Siahaan. "Important factors supporting this conclusion are
our reassessment of Clean Harbors' business risk profile to
recognize the benefits of the Safety-Kleen acquisition and the mix
of acquisition financing that involves sizable cash and equity
components."

"The stable outlook reflects our view that Clean Harbors'
competitive strengths will support consistent operating results
despite the prospects for slow economic growth and the company's
exposure to cyclical end-markets. We expect the company to
successfully manage the challenges of integrating the Safety-Kleen
acquisition. We also believe the company will achieve operating
synergies and improve working capital management to generate
adequate free cash flow. While we don't expect significant debt
reduction, we do expect management to adhere to prudent financial
policies such that reported debt leverage is near its publicly
stated 2.5x-3.0x target. In the year immediately following the
Safety-Kleen acquisition, we expect additional debt-financed
acquisitions to be very limited," S&P said.


CONAGRA FOOD: Acquisition Deal Cues Fitch to Downgrade Ratings
--------------------------------------------------------------
Fitch Ratings has downgraded the following ratings of ConAgra
Foods, Inc. on the company's definitive agreement to acquire
Ralcorp Holdings, Inc. for $5.1 billion equity value, or
approximately $6.8 billion transaction value including assumed
debt.

ConAgra Foods, Inc.

  -- Long-term Issuer Default Rating (IDR) to 'BBB-' from 'BBB';
  -- Senior unsecured notes to 'BBB-' from 'BBB';
  -- Bank credit facility to 'BBB-' from 'BBB';
  -- Subordinated notes to 'BB+' from 'BBB-';
  -- Short-term IDR to 'F3' from 'F2';
  -- Commercial paper to 'F3' from 'F2'.

Concurrently, the ratings of Ralcorp were affirmed as follows:

Ralcorp Holdings, Inc.
  -- Long-term Issuer IDR at 'BBB-';
  -- Senior unsecured notes at 'BBB-';
  -- Bank credit facilities at 'BBB-';
  -- Short-term IDR at 'F3'.

The definitive agreement was unanimously approved by both
companies' Boards of Directors, and the transaction is expected to
close by March 31, 2013, pending Ralcorp's shareholders' and
regulatory approvals.  The $90.00 per share agreement represents a
28.2% premium to Ralcorp's closing stock price on Nov. 26, 2012.
The combined company will be one of the largest packaged food
companies in North America, with net sales of approximately $18
billion.  In addition to the company's significant branded food
presence, ConAgra will be the largest private-label food company
in the U.S., increasing ConAgra's approximately $950 million
private-label sales to $4.5 billion.  Revenue sources will be more
balanced, consisting of 43% branded and 25% private-label packaged
foods through the retail channel and 32% to the
commercial/foodservice markets.

ConAgra's leverage will increase substantially with this
combination and this results in financial metrics that are weak
for the rating category in the near term.  Nonetheless, the
company's commitment to de-leveraging, good liquidity, and the
strength of the strategic combination support the 'BBB-' ratings.
ConAgra expects to issue up to $350 million of equity and use some
cash on hand.  However, the transaction will be predominantly debt
financed.  Fitch estimates that pro forma total debt to EBITDA
will initially be slightly more than 4.0 times (x), factoring in
the use of a portion of ConAgra's $116.5 million cash at Aug. 26,
2012, as well as part of the cash from its September 2012 $750
million debt issuance after commercial paper repayment of roughly
$300 million.

Fitch has factored into the ratings ConAgra's commitment to
prioritize its free cash flow (FCF) for debt reduction within 18
to 24 months after the transaction closes.  Maintaining the
current dividend level and very modest share repurchases should
support significant debt reduction needed to retain investment
grade ratings.  Fitch believes ConAgra's target of approximately
$225 million in annual cost savings by the fourth full fiscal year
after the closing, driven by supply chain and SG&A efficiencies,
will be achievable, based on similar transactions.  However, Fitch
believes the near-term benefit is likely to be outweighed by costs
to achieve those synergies.

The acquisition of Ralcorp is in line with ConAgra's strategic
growth objective to increase its exposure to private label.
Private label historically has grown faster than branded packaged
food.  The transaction has good strategic rationale as both
companies operate primarily in the center of the store in
complementary categories without significant overlap between
branded and private-label products.  ConAgra will benefit from
Ralcorp's higher margin predominantly private-label portfolio.
However, with both companies operating primarily in the United
States, this transaction does not broaden their geographic
exposure to faster growing markets.  Both companies have recently
been highly acquisitive, and that is also taken into consideration
for the ratings.  Acquisitions are not anticipated until leverage
is solidly back in line with the rating level.

ConAgra is expected to maintain adequate liquidity, including a
portion of its cash balance, and a substantial part of its
currently undrawn $1.5 billion revolving credit facility that
matures Sept. 14, 2016.  The credit facility provides backup to
ConAgra's CP program.  It contains financial maintenance covenants
requiring that the fixed charge coverage ratio must exceed 1.75 to
1.0 and consolidated funded debt must not exceed 65% of the
consolidated capital base.  The company is expected to remain in
compliance with its covenants.  Upcoming long-term debt maturities
are manageable. Fitch anticipates ConAgra is likely to refinance
and/or use cash to pay down part of its next significant debt
maturities, which are $500 million 5.875% notes due in April 2014
and $250 million 1.35% notes due Sept. 10, 2015.  Fitch expects
new debt for the transaction to be structured to allow significant
debt reduction within two years post acquisition.

What Could Trigger a Rating Action

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

  -- If ConAgra's planned debt reduction falters significantly,
     which could occur due to shortfalls in earnings/cash flow,
     such that leverage remains at or above the mid-3.0x range.

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

  -- A positive rating action is not anticipated in the near term.
     Beyond this timeframe, a positive rating action could be
     supported by substantial and growing FCF generation, along
     with leverage (total debt-to-operating EBITDA) consistently
     in the mid-2x range.  Maintenance of conservative financial
     policies, such as publicly stating that its financial
     strategies no longer include large acquisitions that require
     substantial debt financing, could also support an upgrade.


CONTEC HOLDINGS: Bankruptcy Exit Plan Declared on Nov. 2
--------------------------------------------------------
Contec Holdings Ltd. and its debtor-affiliates have filed a notice
with the U.S. Bankruptcy Court for the District of Delaware that
the Effective Date under the Plan occurred on Nov. 2, 2012.  As a
result, the Plan and its provisions are binding on the Debtors,
any entity acquiring or receiving property or a distribution under
the Plan, and any Holder of a Claim against or Equity Interest in
the Debtors, including all government entities, whether or not the
Claim or Interest of such holder is Impaired under the Plan and
whether or not such Holder voted to accept the Plan.

The Court confirmed the Plan on Oct. 4, 2012, under which the
Debtors' $350 million long-term debt will be reduced to
approximately $52.5 million.  Through the Plan, the Company
reduced the debt on their balance sheet by approximately $250
million and obtained an incremental $25 million in financing.

                       About Contec Holdings

Headquartered in Schenectady, New York, Contec Holdings Ltd. --
http://www.gocontec.com/-- is the market leader in the repair and
refurbishment of customer premise equipment for the cable
industry.  The Company repairs more than 2 million cable set top
boxes annually, while also providing logistical support services
for over 12 million units of cable equipment annually.

With substantial operations in the United States and Mexico, the
Debtors earned revenues of approximately $153.6 million in 2011,
and as of July 28, 2012, the Debtors directly employed over 2,300
people in North America, 72% of which are unionized.

Contec Holdings, Ltd., and its affiliates on Aug. 29, 2012 sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12437) with
a plan of reorganization that has the support of senior lenders
and noteholders.

Ropes & Gray LLP, serves as bankruptcy counsel to the Debtors;
Pepper Hamilton LLP is the local counsel; AP Services LLC, is the
restructuring advisor; Moelis & Company is the investment banker;
and Garden City Group is the claims agent.


CRYSTAL CATHEDRAL: Pastor Schuller Loses Copyright Claims
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Robert H. Schuller, former pastor of Crystal
Cathedral Ministries, failed in a seven-day trial to prove the
validity of most of his millions of dollars in claims against the
bankrupt mega-church in Garden Grove, California, which he once
headed.

The report recounts that before the church completed its
Chapter 11 reorganization last year, Mr. Schuller filed a claim
for copyright infringement and a separate $5.1 million claim for
termination of his employment contract.

According to the report, in a 53-page opinion handed down Nov. 27,
U.S. Bankruptcy Judge Robert Kwan in Los Angeles dismissed most of
Mr. Schuller's claims.  Mr. Schuller presented evidence supporting
his claims at the trial this month.  After Mr. Schuller finished
introducing evidence, the trustee for the church's creditors'
trust asked Judge Kwan to dismiss, saying the evidence didn't
support the claims.

Judge Kwan, the report relates, agreed that there was insufficient
evidence to support a copyright-infringement claim.  With regard
to the Hour of Power television shows, Judge Kwan ruled that they
belong to the church, not to Mr. Schuller personally.  On the
claim for breach of contract, Judge Kwan said the pastor is
entitled to $615,600 as an unsecured claim, representing one
year's income plus unpaid salary and benefits.

                             Travesty

Nicole Santa Cruz, writing for the Los Angeles Times, reports that
Schuller alone had sought $5 million, and additional claims from
the family -- some that did not state specific amounts -- would
have pushed the family's demand far higher.  The Court gave the
family slightly less than $700,000.

According to the LA Times report, the ruling by the Los Angeles
bankruptcy court also clears the way for Crystal Cathedral's
remaining creditors to collect on more than $12 million they claim
they are owed by the ministry.  Because of the Schuller family
claims, creditors were delayed payments.  Now the creditors could
be paid off before the end of the year, said Nannette Sanders, an
attorney who worked on the case.

LA Times says Mr. Schuller's daughter, Carol Milner, described the
ruling on intellectual property, copyright infringement and
contract violations as a "travesty" that leaves the family no
choice but to "start liquidating everything."

"It's an avoidance of responsibility for an organization to not
take care of those who have gone before them. It's tragic," she
said. "But sometimes tragedies speak louder than other stories."

                      About Crystal Cathedral

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

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

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

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


DALLAS ROADSTER: TCB Seeks Relief From Stay to Pursue Lawsuit
-------------------------------------------------------------
Texas Capital Bank, N.A., asks the Bankruptcy Court for relief
from the automatic stay to pursue a pending lawsuit.

On May 10, 2008, and IEDA Enterprise, Inc., as well as individuals
Bahman Khobahy and Bahman Hafezamini executed an Unlimited
Guaranty pursuant to which they absolutely and unconditionally
guaranteed the obligations of Dallas Roadster owing to TCB.

Just prior to the petition date, on Nov. 16, 2011, TCB filed an
application for appointment of a receiver in the 192nd Judicial
District Court of Dallas County, Texas, under Cause No. 11-14521,
and styled Texas Capital Bank, N.A. v. Dallas Roadster, Ltd., IEDA
Enterprise, Inc., Bahman Khobahy and Bahman Hafezamini, as
Defendants, seeking collection of all amounts due under a Real
Estate Note, Vehicle Note Loan Agreement and Guaranty Agreements.
TCB further sought the appointment of a Receiver.

TCB desires to pursue its claims against Khobahy and Hafezamini
under their Guaranty Agreements, which action is not stayed by the
automatic stay.  TCB seeks relief from the automatic stay to
either (i) allow the non-suit of its claims against Dallas
Roadster and IEDA in the State Court Lawsuit to then pursue its
claims against Khobahy and Hafezamini, as guarantors, or (ii) the
removal of the State Court Lawsuit.

The bankruptcy filing by Dallas Roadster and IEDA does not stay
any action against Khobahy and Hafezamini, as non-debtor
guarantors.  TCB, however, does not want to create any question or
issue in making any filing in the State Court Lawsuit while Dallas
Roadster and IEDA remain as parties prior to relief from the
automatic stay.

The bank argues that sufficient cause exists to lift the automatic
stay to allow it to proceed in the State Court Lawsuit by non-suit
against Dallas Roadster and IEDA and then pursue Hafezamini and
Khobahy, as guarantors, or to remove the State Court Lawsuit to
the Bankruptcy Court because the automatic stay does not apply to
pursuing claims against Khobahy and Hafezamini, as guarantors.

TCB also says the motion for relief from automatic stay should be
granted because the action has no impact whatsoever on Dallas
Roadster or IEDA and the automatic stay does not prohibit the
pursuit of claims against the non-debtor guarantors.  The non-suit
of the Debtors, Dallas Roadster and IEDA, has no effect on the
bankruptcy cases as a proof of claim has been filed by TCB in each
case.

TCB is represented by:

         Kenneth Stohner, Jr., Esq.
         Heather M. Forrest, Esq.
         JACKSON WALKER L.L.P.
         901 Main Street, Suite 6000
         Dallas, TX 75202
         Tel: (214) 953-6000
         Fax: (214) 953-5822

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster estimated $10
million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DYCOM INVESTMENTS: Moody's Rates $90-Mil. Add-On Notes 'Ba3'
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Dycom
Investments Inc.'s proposed $90 million add-on to its existing
$187.5 million senior subordinated notes. All other ratings were
affirmed, including the Ba2 Corporate Family Rating ("CFR"). The
Speculative Grade Liquidity rating remains unchanged at SGL-1. The
ratings outlook is stable.

Ratings Rationale

Dycom has announced that it plans to acquire Quanta Services
Inc.'s domestic telecommunications infrastructure services
subsidiaries for $275 million (subject to working capital and
other adjustments). The use of proceeds from the $90 million of
add-on notes is expected to be used to repay a portion of
acquisition-related borrowings under the company's proposed bank
credit facility (unrated and comprised of a $275 million revolving
credit facility and $125 million term loan due 2017). Subject to
customary closing conditions, the acquisition is expected to be
completed by December 31, 2012.

The affirmation of the Ba2 CFR centers on Moody's expectation that
the company will reduce share buyback activity for the remainder
of fiscal 2013 and actively apply free cash flow to pay down a
portion of the acquisition-related debt post closing. The rating
affirmation also considers the benefits related to the pending
acquisition, including increased revenue scale, incremental
absolute EBITDA contribution and increased U.S. geographic reach
with some of Dycom's existing customer base. The pending
acquisition is expected to increase revenues to roughly $1.6
billion from $1.2 billion for Dycom on a standalone basis.

The proposed acquisition financing will increase significantly
Dycom's balance sheet debt to approximately $478.6 million as
compared to $187.5 million at September 30, 2012. Pro forma for
the acquisition, Dycom's debt/EBITDA (on a Moody's adjusted basis
including leases and pension) will increase to 3.0x from 1.9x at
October 27, 2012. The ratings incorporate Moody's expectation that
debt/EBITDA will decline to at least 2.5x by the end of Dycom's
fiscal year ended October 2014.

The following rating was assigned:

Dycom Investments, Inc.

  $90 million senior subordinates notes due 2021 at Ba3
  (LGD-5, 80%)

The following ratings were affirmed (with updated LGD
assessments):

Dycom Investments, Inc.

  $187.5 million senior subordinated notes due 2021 at Ba3
  (LGD-5, 80%)

Dycom Industries Inc.

  Corporate Family Rating at Ba2

  Probability of Default Rating at Ba2

  Speculative Grade Liquidity rating at SGL-1

Dycom's Ba2 corporate family rating considers the higher debt
balances expected to result from the company's proposed
acquisition of the Quanta telecommunications business, the risks
of operating in a cyclical industry with high re-investment
requirements, and the company's history of share buybacks and
acquisitions. The ratings also consider Dycom's high customer
concentration with its top 5 customers comprising roughly 60% of
revenues moderating to 53% pro forma for the Quanta
telecommunication business acquisition. These factors are balanced
against healthy cash flow generation, positive capital expenditure
prospects by the company's main telecommunication customers and a
very good liquidity profile. Positive industry fundamentals such
as wireless backhaul growth and rural area broadband expansion
represent attractive growth opportunities that should support
continued strong cash flow. Management's stated commitment to
apply free cash flow toward debt reduction is a key rating
consideration as a conservative leverage profile helps mitigate
the cyclical nature of Dycom's business in an environment of
continued domestic macroeconomic uncertainty.

The stable outlook anticipates that the company will use cash flow
to pay down elevated debt levels and reduce shareholder-friendly
activities such as share repurchases and debt-funded acquisitions
while it integrates the telecommunications businesses of Quanta.
More specifically, the stable outlook assumes that Moody's
adjusted debt/EBITDA will approach 2.5x by the end of fiscal 2014.

The SGL-1 rating recognizes that although the company's liquidity
profile will weaken moderately in the near-term as a result of
acquisition-related borrowings and higher interest expense from
the additional $90 million of add-on notes, the company's overall
liquidity profile remains very good. The SGL-1 rating is supported
by anticipated double digit free cash flow generation and the
expectation that the company will use cash flow from operations
and proceeds from the proposed add-on notes offering to reduce
bank borrowings over the next twelve to eighteen months. Dycom's
new upsized $275 million revolving credit agreement has a maturity
of five years, extending debt maturities by an additional two
years to 2017. Pro forma for the proposed acquisition,
availability under the revolver is anticipated to total roughly
$150 million inclusive of letter of credit usage and borrowings at
close of the transaction. Moody's expects the company will
maintain ample compliance headroom over the next twelve months.

Additional debt-financed acquisitions, excessive share
repurchases, loss of a key customer or a failure to meaningfully
reduce acquisition-related debt over the next twelve months could
have adverse rating implications. An expectation that
EBITA/interest would approach 2.0x could and/or debt/EBITDA levels
would exceed and be sustained above 3.0x could also result in a
downgrade.

A ratings increase is considered unlikely at this time given the
highly cyclical nature of the end-markets the company operates in,
the company's revenue scale as well as Dycom's share
repurchase/acquisition strategy. Positive rating momentum would
likely be accompanied by an expectation of strong, sustained
revenue growth as well as the achievement and maintenance of
debt/EBITDA below 1.5x and EBITA/interest coverage of 4.0x.

The principal methodology used in rating Dycom Industries, Inc.
was the Global Construction Methodology Industry Methodology
published in Novemeber 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.

Dycom Industries, Inc., located in Palm Beach Gardens, Florida, is
a leading provider of specialty contracting services in North
America. Dycom provides engineering, construction and maintenance
services that assist telecommunication and cable television
providers expand and monitor their network infrastructure in a
cost effective manner. To a lesser extent, Dycom provides
underground locating services for telephone, cable, power, gas,
water, and sewer utilities. Dycom generated contract revenues of
$1.2 billion for the twelve months ended October 27, 2012. Pro
forma for the proposed acquisition of Quanta Services' domestic
telecommunications infrastructure services subsidiaries, revenues
would approximate $1.6 billion.


FIRST PLACE: Delays Form 10-Q for Sept. 30 Quarter
--------------------------------------------------
First Place Financial Corp. was unable to file its quarterly
report on Form 10-Q for the period ended Sept. 30, 2012, by the
Nov. 14, 2012, due date or within the fifteen calendar day
extension permitted by the rules of the U.S. Securities and
Exchange Commission.

The Company previously announced its intention to file an
amendment to its annual report on Form 10-K for the fiscal year
ended June 30, 2010, and to restate its consolidated financial
condition and results of operations as of and for the fiscal years
ended June 30, 2010, 2009, and 2008.  As a result of the Company's
determination of the need to restate its consolidated financial
statements for the fiscal years ended June 30, 2010, 2009, and
2008, and considering the efforts required to complete the
multiple restatements, including the identification of impaired
loans, the related measurement of impairments and the computation
of the allowance for loan losses, and the Delinquent Periodic
Reports, the Company was unable to file the September 2012 Form
10-Q within the prescribed time period.

On Oct. 26, 2012, the Company and Talmer Bancorp, Inc., entered
into an Asset Purchase Agreement.  Pursuant to the terms and
subject to the conditions set forth in the Purchase Agreement, the
Purchaser has agreed to purchase all of the issued and outstanding
shares of common stock of the Company's wholly-owned subsidiary,
First Place Bank, a federal savings association.  In connection
with entry into the Purchase Agreement, the Company filed a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on Oct. 29, 2012.  Pursuant to the terms of
the Purchase Agreement, the Company will seek to obtain the
approval of the Bankruptcy Court to consummate the acquisition of
the Bank by the Purchaser.

The Company anticipates that its results for the three months
ended Sept. 30, 2012, as compared with the three months ended
Sept. 30, 2011, will generally reflect an increase in mortgage
banking gains, due primarily to a higher level of loan
originations attributable to a continuation of historically low
interest rates, and a decrease in loan servicing expense as a
result of lower impairment of mortgage servicing rights.  These
improvements will be offset in part by a decrease in net interest
income, a decrease in "other income" attributable to a gain from
the sale of the Company's insurance business in the quarter ended
Sept. 30, 2011, significantly higher costs incurred in connection
with the restatement, and a charge recorded during the Sept. 30,
2012, quarter in connection with the prepayment of certain long-
term FHLB advances.

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.  Donlin, Recano & Company, Inc. --
http://www.donlinrecano.com-- is the claims and notice agent.


FIRST PLACE FINANCIAL: Kenton Thompson Resigns as Bank Executive
----------------------------------------------------------------
Kenton Thompson, Corporate Executive Vice President of Commercial
Banking and Regional President North Coast Region of First Place
Bank, a wholly owned subsidiary of First Place Financial Corp.,
has submitted his resignation, which takes effect Dec. 28, 2012.
Mr. Thompson is leaving the Bank to pursue another opportunity.

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.  Donlin, Recano & Company, Inc. --
http://www.donlinrecano.com-- is the claims and notice agent.


GLOBAL AVIATION: Furloughed Pilots' Class Suits Dismissed
---------------------------------------------------------
Bankruptcy Judge Carla Craig dismissed the two complaints in the
adversary proceedings: Daniel Schroeder and Charles Martin, Jr.,
individually and on behalf of all others similarly situated,
Plaintiffs, v. Global Aviation Holdings, Inc., Defendant; and
Daniel Schroeder and Charles Martin, Jr., individually and on
behalf of all others similarly situated, Plaintiffs, v. World
Airways, Inc., Defendant (Adv. Proc. Nos. 12-1227-CEC, 12-1235-CEC
(Bankr. E.D.N.Y.).  A copy of the Court's Nov. 26, 2012 Decision
is available at http://is.gd/x8rSUJfrom Leagle.com.

The adversary proceedings were brought against Global Aviation
Holdings, Inc., and World Airways, Inc., under the Worker
Adjustment and Retraining Notification Act, 29 U.S.C. Sections
2101-2109.  The Plaintiffs are airline pilots who were furloughed
by World after the bankruptcy filing.  The Plaintiffs claim that
World ordered a "mass layoff" without giving 60 days' notice as
required under the WARN Act.  The claim is premised on the
assumption that the Kansas City, Missouri airport, which they
allege is World's pilot base, constitutes a "single site of
employment" for WARN Act purposes.  The Defendants point out that,
while Kansas airport is used as a notional "base" to calculate
contractual commuting time for pilots, World and its pilots have
no physical connection with the airport whatsoever. As such, the
Defendants argue that as a matter of law, Kansas airport is not a
"single site of employment" at which there could have been a "mass
layoff" under the WARN Act.

                       About Global Aviation

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

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

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

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

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

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


GREAT BASIN: Court Approves Intercreditor Settlement Agreement
--------------------------------------------------------------
In connection with Great Basin Gold Ltd.'s restructuring
proceedings commenced under Canada's Companies' Creditors
Arrangement Act, an order was made by the Supreme Court of British
Columbia on the application of certain unaffiliated holders of the
Company's senior unsecured convertible debentures due 2014 issued
pursuant to a trust indenture approving a settlement agreement
that resolves the Company's current litigation with the
Noteholders over the delivery by Great Basin Gold Inc., a wholly
owned U.S. subsidiary of the Company, of a secured guarantee in
favour of certain lenders to the Company.  The delivery of the
Burnstone Guarantee is a condition precedent to the Company's DIP
loan facility, which was approved by order of the Canadian Court
on Sept. 27, 2012.

The Settlement Agreement provides, among other things, that GBGI
will also deliver to Computershare Trust Company of Canada, the
trustee appointed pursuant to the 2014 Trust Indenture, a secured
guarantee of the Company's obligations under the 2014 Trust
Indenture and all 2014 Debentures issued thereunder.  The security
to be granted to the Trustee by GBGI will rank equally with the
security for the Burnstone Guarantee and subordinate to the
existing security granted in favour of the existing lenders to
GBGI and its subsidiaries, and the security granted to secure the
DIP Facility.  Those guarantees and security by GBGI result in a
contingent cross collateralization using GBGI's assets to help
secure existing obligations to the Burnstone Lenders and the 2014
Debentures.  The Company previously agreed to this contingent
cross collateralization in favour of the Burnstone Lenders as a
condition precedent to the DIP Facility and it was approved by the
Canadian Court in the CCAA proceeding.  The settlement resolves
litigation with the Noteholders in respect of the Burnstone
Guarantee, which was delaying the CCAA process.

The Order approving the Settlement Agreement authorizes and
directs the Trustee, for itself and on behalf of all the
debentureholders, to execute certain documents relating to and
required by the Settlement Agreement in order that it may be
implemented.  The Order further provides that the documents
executed by the Trustee will each constitute legal, valid and
binding obligations of the Trustee and all debentureholders
enforceable against them in accordance with their terms, and
provides for delivery of notice of the Order to debentureholders
through CDS & Co.  The Order also establishes that any application
by any debentureholder to seek to vary, rescind or otherwise
affect the provisions of the Order must be brought to the Canadian
Court on or before Dec. 11, 2012.  Any debentureholder who does
not bring such an application by that date will lose the right to
do so.  The Order facilitates implementation of the Settlement
Agreement, which will permit the Company to fulfill its
obligations under the DIP Facility previously approved by the
Canadian Court, and will permit further advances to be made under
the DIP Facility.

Copies of all relevant Settlement Agreement documents may be
viewed on the Monitor's Web site at www.kpmg.ca/greatbasingold.

The Noteholders are represented by Fraser Milner Casgrain LLP in
Canada, Brown Rudnick LLP in the United States and Werksmans
Attorneys in South Africa.  Debentureholders with questions
related to the Settlement Agreement are encouraged to contact
those firms.

                         About Great Basin

Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, Vancouver BC, Canada.  Great Basin Gold
Ltd., including its subsidiaries, is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, USA and the Burnstone Project in the
Witwatersrand Goldfields in South Africa.  Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.

The Company's balance sheet at June 30, 2012, showed
C$888.03 million in total assets, C$403.41 million in total
liabilities, and stockholders' equity of $484.62 million.

According to the Company, the operational performance from the
Nevada and South African operations resulted in a net working
capital deficit of approximately C$23 million on June 30, 2012.
"The working capital deficit at June 30, 2012, indicates an
uncertainty which may cast substantial doubt about the Company's
ability to continue as a going concern."


H&M OIL: Wants to Hire Russell K. Hall as Valuation Expert
----------------------------------------------------------
H&M Oil And Gas, LLC, and Anglo-American Petroleum Corporation
seek permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Russell K. Hall and Associates, Inc.,
as valuation expert nunc pro tunc to Oct. 1, 2012.

Russell K. Hall will, among other things:

   a. advise the Debtors as to the valuation of Debtors' oil and
      gas properties and assets for the purpose of preparing and
      confirming the Debtors' plan;

   b. respond to any objections thereto; and

   c. provide testimony before the Court in connection with
      confirmation of Debtors' plan.

Russell K. Hall will use reasonable efforts to coordinate with
Debtors' other retained professionals to avoid unnecessary
duplication of services.

Russell K. Hall will be paid at these rates:

       * Petroleum Engineers

          - evaluation work                $375
          - testimony                      $750

       * Engineering Assistants            $160

       * Administrative Assistants          $60

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

                          About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.  The U.S. Trustee
has not appointed a creditors' committee.

H&M's plan is designed so shareholder Scattered Corp. can retain
ownership because the reorganization purports to pay creditors in
full.  For Prospect, the currency under the plan won't be cash.
Instead, it will be "volumetric production payments," or the
delivery of specified amounts of crude oil produced from some of
H&M's wells.  Prospect's claim is divided into a secured class and
an unsecured class for the deficiency claim.  The plan would have
the bankruptcy judge hold a hearing to value Prospect's
collateral.  The court will also make a determination about the
value of crude oil, thus calculating how much to oil deliver in
payment of Prospect's claim.


HAMILTON SUNDSTRAND: S&P Assigns 'B' Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Hamilton Sundstrand Industrial (HSI). The outlook
is stable.

"At the same time, we assigned our 'B+' issue-level rating to the
company's $1.85 billion senior secured credit facilities, which
comprise a $1.55 billion senior secured first-lien term loan and a
$300 million revolver. We assigned a '2' recovery rating to the
senior secured credit facilities to indicate our expectation that
lenders would receive substantial (70%-90%) recovery in the event
of a payment default," S&P said.

"We also assigned our 'CCC+' issue-level rating to the company's
$775 million senior unsecured notes, and a '6' recovery rating
indicating our expectation that lenders would receive negligible
(0%-10%) recovery in the event of payment default," S&P said.

"Our ratings on Windsor Locks, Conn.-based HSI reflect the
company's 'highly leveraged' financial risk profile, which more
than offsets its 'fair' business risk profile," S&P said.

"We consider HSI's financial risk profile to be highly leveraged,
marked by high debt levels and thin cash flow protection
measures," said Standard & Poor's credit analyst Svetlana Olsha.
"Standard & Poor's believes private equity ownership could lead to
aggressive financial policies. Pro forma for the acquisition, we
estimate the ratio of funds from operations (FFO) to total
adjusted debt at less than 10% and debt to EBITDA at about 7.0x at
the end of 2012. We expect that debt reduction from moderate free
cash flow generation of about $100 million annually could enable
the company to improve leverage toward 6.0x and FFO to debt toward
10% within 12 to 18 months, which we consider appropriate for the
rating," S&P said.

"The outlook is stable. The rating assumes slowly improving credit
measures over the next two years, based on our expectation for
mid-single digit revenue growth in line with our regional GDP
forecasts, relatively steady margins, and modest debt reduction
from free cash flow," S&P said.

"We could lower the ratings if weakness in the company's operating
performance limits improvement in credit measures. This could
happen, for instance, if, because of global growth slowdown and
contraction in industrial production, margins contract by more
than 250 basis points and the company appears unlikely to maintain
FFO to total debt of more than 5% or if we expect it to be unable
to generate positive free cash flow," S&P said.

"We could raise the ratings if we expect operating performance to
improve so that debt to FFO to total debt appears likely to exceed
10%. This could occur if, for example, HSI significantly reduces
debt, possibly through excess cash balances and free operating
cash flow generation," S&P said.


HAWKER BEECHCRAFT: Extending Loan to Allow Plan Approval
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc. filed papers this week for
approval to extend maturity to Feb. 28 from Dec. 15 of the loan
financing the reorganization.  If approved by the bankruptcy court
at a Dec. 11 hearing, the deadline for a confirmation order
approving the reorganization becomes Jan. 31 instead of Dec. 15.

According to the report, lenders, represented by an affiliate of
Credit Suisse Group AG as agent, will be paid a fee for extending
the loan, on top of expenses incurred in documentation.  The
amount of the fee is being kept secret.  So far, 90% of lenders
agreed to the loan extension.  Anyone who doesn't go along will be
replaced as a lender, Hawker said in court papers.

There will be a hearing Nov. 29 for approval of disclosure
materials so creditors can begin voting.

Hawker's $183 million in 8.5% senior unsecured notes due in 2015
traded on Nov. 26 for 9 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.  The price is less than half what it was
before the Superior deal fell apart.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HOLDINGS OF EVANS: Court Converts Case to Chapter 7 Liquidation
---------------------------------------------------------------
The Hon. Susan D. Barrett of the U.S. Bankruptcy Court for the
Southern District of Georgia has converted Holdings of Evans,
LLC's Chapter 11 case to Chapter 7.

As reported by the Troubled Company Reporter on Oct. 18, 2012,
Donald F. Walton, U.S. for Region 21, asked the Court for an order
dismissing the Debtor's Chapter 11 case or converting the case to
Chapter 7 liquidation.  The U.S. Trustee pointed out, among other
things, that the Debtor:

   -- is delinquent in filing operating reports for July 2012 and
      August 2012.

   -- failed to file the required monthly operating reports
      establishes cause for relief pursuant to 11 U.S.C. Sec.
      1112(b)(4)(F) and (H).

                      About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, owns an improved real property located at 156 Classic
Road in Athens, Georgia, and is engaged in the business of
operating a hotel commonly known as Candlewood Suites.

Holdings of Evans filed for Chapter 11 bankruptcy (Bankr. S.D. Ga.
Case No. 11-11756) on Sept. 2, 2011.  Judge Samuel L. Kay presides
over the case.  Shepard Plunkett Hamilton Boudreaux LLC serves as
the Debtor's Chapter 11 counsel.  The Debtor disclosed $11,115,538
in assets and $6,784,463 in liabilities as of the Chapter 11
filing.  The petition was signed by GB Sharma, managing member.


HOSTESS BRANDS: Unions, Lender Tussle on Bid to Appoint Trustee
---------------------------------------------------------------
Silver Point Finance LLC, Hostess Brands Inc.'s DIP lender, is
challenging the request of the Bakery, Confectionery, Tobacco
Workers and Grain Millers International Union, and the Bakery and
Confectionery Union and Industry International Pension Fund to
replace the Debtors' management with a chapter 11 trustee to
oversee the bankruptcy estate.

The unions said appointment of a chapter 11 trustee is the
required -- and most advantageous -- mechanism for orderly
liquidation of these estates and conclusion of the bankruptcy
cases.

The unions pointed out the Debtors have admitted (or at minimum,
alluded) to three distinct and independent grounds that require
appointment of a Chapter 11 trustee:

     (i) The Debtors have filed pleadings which substantiate
         the continuing and substantial diminution to these
         estates alongside their inability to "rehabilitate"
         (i.e., continue as a going concern);

    (ii) As evidenced by the plan the Debtors filed in October
         2012, a plan premised on the unachievable condition that
         certain administrative and priority creditors agree to
         waive their claims -- at this juncture, it is impossible
         for the Debtors to propose any confirmable plan; and

   (iii) While the Debtors admit that they are on the precipice
         of administrative insolvency, the evidence adduced at
         the final hearing on the Wind-Down Motion will show
         that to the contrary, these cases are currently
         administratively insolvent.

The unions also said the Debtors have a practical problem: after
the wind-down and sale process is complete, in the absence of
unanimous creditor consent, there is no viable exit strategy from
these administratively insolvent cases.  In fact, if the cases
proceed as the Debtors have proposed, the Debtors will ultimately
be left with three untenable choices:

     (a) obtain a structured dismissal in the absence of unanimous
         creditor consent;

     (b) propose an unconfirmable plan that fails to pay the
         claims of non-consenting administrative and priority
         creditors in full; or

     (c) seek voluntary conversion of their cases, and thereby
         incur two sets of professional overhead -- i.e., the cost
         of chapter 11 professionals retained during the wind-down
         and sale process and the cost of compensating a chapter 7
         trustee.

None of these choices are permissible under the Bankruptcy Code as
in the best interest of creditors, the unions said.

The RWDSU and Industry Pension Fund; the IUOE Stationary Engineers
Local 39, Local 101, Local 286, Local 399, Local 627 and Local
926; Stationary Engineers Local 39 Pension Trust Fund; and
Stationary Engineers Local 39 Annuity Trust Fund have filed a
joinder to the Motion to Appoint a Chapter 11 Trustee.

Silver Point serves as (i) administrative and collateral agent
under the Debtor-in-Possession Credit, Guaranty and Security
Agreement, dated as of Jan. 12, 2012; (ii) administrative and
collateral agent under the Credit and Guaranty Agreement, dated as
of Feb. 3, 2009; and (iii) administrative and collateral agent
under the Third Lien Credit and Guaranty Agreement, dated as of
Feb. 3, 2009.

Silver Point argued that there simply is no need for a replacement
fiduciary to oversee the Debtors' winddown.   Silver Point also
said the unions' statements regarding administrative insolvency
and plan confirmation are simply untrue.  The Debtors need not
"rehabilitate" themselves to stave off a trustee appointment.
Also, appointment of a chapter 11 trustee would do nothing to
enhance administrative solvency or the prospects for
"rehabilitation" or confirmation of a plan in these cases.

"What is 'in the interests of creditors?'  The evidence
overwhelmingly leads only to one answer: the Debtors' management
should be allowed to implement the winddown that was approved on
an interim basis at the last hearing.  Other significant creditor
constituencies, including the Creditors' Committee and the pre-
petition revolving lenders, agree.  Respectfully, the self-
serving, contrary views of the [Bakers union], whose actions
throughout these cases have consistently proven antithetical to
the interests of the Debtors' creditors, should not be allowed to
override those of the estates' fiduciaries and their principal
economic stakeholders," Silver Point said.

The Bankruptcy Court will hold a hearing today, Nov. 29, at 10:00
a.m. to consider the unions' request for expedited hearing on the
Motin to Appoint.

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.


HOSTESS BRANDS: Paul Weiss Not Representing Potential Buyer
-----------------------------------------------------------
Paul, Weiss, Rifkind, Wharton & Garrison LLP, advised Judge Robert
D. Drain in a letter that the law firm is not representing Cookies
& Sweets Bakeries, which has expressed intent to buy Hostess Brand
Inc.

Cookies & Sweets Bakeries, an Arkansas company, on Monday filed
papers with the Bankruptcy Court expressing interest in acquiring
Hostess Brands.  Cookies & Sweets said it has notified law firms
Paul Weiss Rifkind Wharton and Garrison, and Milbank Tweed Hadley
and McCloy to represent it in the case.

Paul Weiss, however, said it has no relationship with Cookies &
Sweets, and did not authorize the use of its name on the
prospective buyer's court filing.

Paul Weiss is representing Silver Point Finance, LLC, which serves
as (i) administrative and collateral agent under the Debtor-in-
Possession Credit, Guaranty and Security Agreement, dated as of
Jan. 12, 2012; (ii) administrative and collateral agent under the
Credit and Guaranty Agreement, dated as of Feb. 3, 2009; and (iii)
administrative and collateral agent under the Third Lien Credit
and Guaranty Agreement, dated as of Feb. 3, 2009.

"When alerted to this filing [on Nov. 27], I called the Michigan
telephone number on the pleading, and spoke to a person who
identified himself as Mr. James Davis. Mr. Davis acknowledged to
me that he had filed the motion.  He told me that he had called my
firm and was awaiting an answer on identified himself as Mr. James
Davis.  Mr. Davis acknowledged to me that he had filed the motion.
He told me that he had called my firm and was awaiting an answer
on whether we could represent him. He could not identify the name
of the person here with whom he allegedly spoke. Our Information
Center, to which calls of this nature are referred, tells me that
no record exists of such a call," said Gerard E. Harper, on behalf
of Paul Weiss.  "In any event, I informed Mr. Davis that we are
not in a position to represent Cookies & Sweets Bakeries in this
matter."

In Monday's letter, Cookies & Sweets, which said it is authorized
to do business in Jefferson County Pine Bluff, Arkansas, told the
Court it has contacted Hostess Brands' lawyers at Jones Day on its
intent to buy assets. Cookies & Sweets said it is also prepared to
immediately meet with the U.S. Trustee "to determine a price that
will pay for the business that is in accordance with a just
distribution of funds to cover company shareholders, creditors,
bond holders, stockholders, vendors and other debts to be
negotiated."

Cookies & Sweets also said if it acquires Hostess, it will move
the company's headquarters to Detroit, which it noted is "a union
friendly state, which will provide more opportunity for growth."
Cookies & Sweets said it is prepared to meet with all unions to
resume business immediately.

Cookies & Sweets may be reached at:

          Cookies & Sweets Bakeries
          2901 Pines Mall Dr., Suite 405
          Pine Bluff, AR 71601
          Tel: 501-744-2325
          E-mail: RambosFinancial@yahoo.com

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.


HOSTESS BRANDS: Has Formal Order Allowing Interim Wind-Down
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. is being governed by a complex
set of rules governing liquidation while the company remains in a
Chapter 11 reorganization.  The rules may become more complex
after a hearing Nov. 29 where the bankruptcy judge in White
Plains, New York, is scheduled to grant final approval for the
wind down.

According to the report, at the hearing last week where the judge
gave interim approval for wind-down, he said conversion of the
Chapter 11 case to a Chapter 7 liquidation would be a "disaster."
Trying another tack, the Bakery, Confectionery, Tobacco Workers
and Grain Millers International Union and its pension fund filed
papers Nov. 27 aiming to have the judge appoint a trustee in
Chapter 11.

                      Wind-Down Procedures

The report relates that U.S. Bankruptcy Judge Robert Drain signed
a 21-page interim order Nov. 27 approving wind-down procedures. He
signed a separate order essentially allowing Hostess to ignore the
union contract and work rules during the liquidation.  Judge Drain
is allowing Hostess to decide which debt incurred during the
Chapter 11 case won't be paid for the time being.  Creditors are
precluded from filing papers to force payment.  The interim order
lays out how Hostess can use cash representing collateral for
secured lenders' claims.  Judge Drain has given company managers a
release in advance and protection from being sued for their
actions during the liquidation phase.  The budget worked out with
lenders projects three significant asset sales bringing in $109
million until mid-February.  If Hostess can adhere to the
projected budget, the loan for the Chapter 11 case, currently
standing at $49 million, would be reduced to less than $18 million
by mid-February.

                        Chapter 11 Trustee

The Bloomberg report notes that the union and the pension fund
contend Judge Drain should appoint a Chapter 11 trustee to oust
Hostess management.  They fault the company for attempting a
"failed sale process" and proposing a "patently unconfirmable plan
of reorganization" that would require creditors to accept less
than full payment on some debt arising during bankruptcy.  The
bakery workers' representatives said "there is no viable exit
strategy from these administratively insolvent cases."
Administrative insolvency means the inability to pay professional
expenses and debt arising during bankruptcy.  For lack of
unanimous creditor consent, the union sees Hostess as ultimately
converting the Chapter 11 case to Chapter 7 or proposing a so-
called structured dismissal, where remaining cash is used to pay
secured claims and some expenses of the Chapter 11 effort.

The union wants Drain to consider the trustee motion at the Nov.
29 hearing.  Hostess already filed papers opposing an accelerated
hearing.

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.


HOSTESS BRANDS: Example of "Best-Laid Plans" Gone Awry
------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports Hostess
Brands Inc. found itself in the spotlight at a distressed
investing conference in New York on Monday.

Steven C. Bennett, an attorney with Jones Day who's representing
Hostess in its second Chapter 11 case in recent years, was on a
panel titled "Labor Relations Successes & Disasters."

According to Ms. Feintzeig, Mr. Bennett said, "The Hostess
bankruptcy is an example of how the best-laid plans can go awry,"
he said.

He also said, "It looks like we're off the cliff into a complete
lack of restructuring."

According to Ms. Feintzeig, Mr. Bennett and his fellow panelists
agreed that the importance of labor in a distressed situation
shouldn't be underestimated:

     -- Timothy Turek, a managing director with Conway MacKenzie
who frequently serves as a chief restructuring officer, said he'd
never been involved with a distressed business that didn't at some
point encounter labor issues or require layoffs. He said he
recommends cutting from upper middle management first, a sort of
"sacrificial lamb" that shows rank-and-file workers they're
respected and important to the company; and

     -- panelist Lorenzo Mendizabal, a managing director at Epiq
Systems, said making sure lines of communication with employees
stay open is crucial to a company's efforts to survive bankruptcy.

The 19th Annual Distressed Investing Conference held at the
Helmsley Park Lane Hotel in New York was presented by Beard Group,
Law and Business Publishers.

                           Food Donation

Tim Gerber, writing for KSAT.com, reports Hostess Brands made a
big donation to the San Antonio Food Bank even as the company is
in the process of going out of business.

According to the report, the treats were part of a 2-1/2 truck
load donation from Hostess.  Originally slated for delivery to
local H-E-B stores, the company unloaded the extra inventory as
they go through liquidation.

"Behind me is a truck full of different Hostess products, from
Zingers to Twinkies to Ho Hos to Ding Dongs," said an excited Eric
Cooper, President and CEO of the San Antonio Food Bank, according
to the report.  "They're making sure that those families that
struggle are able to get their last taste of these great items,"
Mr. Cooper said.

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.


IZEA INC: Barry Honig Discloses 9.1% Equity Stake
-------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Barry Honig disclosed that, as of Nov. 13, 2012, he
beneficially owns 465,091 shares of common stock of Izea, Inc.,
representing 9.1% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/PghtZR

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.


JOSEPH KEITH: Debt to Exchange Bank Not Dischargeable
-----------------------------------------------------
Until the real estate market collapsed, Exchange Bank and Joseph
Keith were deeply involved in local real estate, Keith as a
developer and builder and the Bank as a financier of real estate
projects.  Mr. Keith and his wife, Carolyn, had guaranteed
numerous loans made by the Bank on various projects over their
long relationship.  As of the end of 2007, the Keiths were
indebted to the bank in excess of $35 million.  The Keiths filed a
Chapter 11 bankruptcy petition (Bankr. N.D. Calif. No. 11-12535)
on July 5, 2011, still owing the Bank about $21 million in
unsecured debt.  The Bank commenced an adversary proceeding,
seeking a declaration that a part of this debt, either $450,000 or
$500,000, is nondischargeable due to the Keiths' alleged fraud.
In a Nov. 26, 2012 Memorandum is available at http://is.gd/MZEo2G
from Leagle.com, Bankruptcy Judge Alan Jaroslovsky finds in favor
of the Bank, but not for "any of the flawed arguments" the Bank
makes.

The lawsuit is, EXCHANGE BANK, Plaintiff(s), v. JOSEPH and CAROLYN
KEITH, Defendant(s), Adv. Proc. No. 11-1248 (Bankr. N.D. Calif.).
A plan of reorganization has been confirmed in the bankruptcy
case, which preserves the right of the Bank to prosecute the
adversary proceeding.


K-V PHARMACEUTICAL: U.S. Says $66-Mil. Debt Is Non-Dischargeable
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that K-V Pharmaceutical Co. will continue owing
$66.2 million in criminal fines and settlements even if the
company emerges successfully from bankruptcy reorganization, the
U.S. Attorney in Manhattan alleged in papers filed this week in
bankruptcy court.

The report relates that a subsidiary of pharmaceutical supplier
K-V named Ethex Corp. pleaded guilty to two felonies in 2010 and
agreed to pay $23.4 million in fines for failing to report the
discovery of oversized drug tablets.  In a separate settlement
under the False Claims Act, K-V agreed to a valid claim of
$51 million if it were unable to pay $16 million by 2016.

According to the report, the U.S. Attorney contends that the
obligations won't be discharged through a Chapter 11 plan because
they represent a "fine, penalty, or forfeiture" payable to the
government.

The first-lien notes last traded on Nov. 15 for 62.5 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  There is $200 million
owing on 2.5% contingent convertible subordinated notes due in
2033.  The notes last traded on Nov. 26 for 17.5 cents on the
dollar, according to Trace.

                     About K-V Pharmaceutical

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

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

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

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

K-V's main business now is the sale of Makena, a drug reducing the
risk of premature birth. Hologic Inc. sold the Makena business to
K-V in 2008 and is owed about $95 million plus royalties.  Hologic
has a lien on the right to distribute the product to recover the
remaining payments. Hologic wants the bankruptcy judge to grant
permission to foreclose rights to Makena.

K-V is operating with use of cash representing collateral for
$225 million in senior notes.


KAR AUCTION: S&P Keeps 'B' Rating on $150-Mil. Unsecured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB-' issue rating on
KAR Auction Services Inc.'s senior secured credit facility and its
'B' rating on KAR's $150 million unsecured notes remain unchanged
after the company's announcement that a proposed amended and
restated credit agreement will relax certain financial covenants,
revise the terms of the cash flow sweep, and increase its
restricted-payments basket. Standard & Poor's also said that its
'B+' corporate credit rating and stable outlook on KAR remain
unchanged.

"We believe KAR's financial performance in the year ahead will
enable it to meet the amended financial covenants with adequate
cushion. Although we expect the company's debt leverage will
remain between 4.0x and 4.5x in the year ahead, which is adequate
for the rating, this is modestly higher than we previously
assumed. We had believed that leverage could fall below 4x in 2014
if debt reduction had continued. Leverage for the 12 months ended
Sept. 30, 2012, was 4.3x, by our calculation," S&P said.

"The company's financial policy appears to have become more
aggressive, as the increased size of the restricted payment basket
signals it may make restricted payments out of free operating cash
flow to shareholders rather than using cash flow to reduce debt as
was its policy as of early 2011.  Alternatively, the company may
use cash to repurchase common shares in the market," S&P said.

"The ratings on vehicle-auction company KAR reflect its
'aggressive' financial risk profile, with high leverage and weak
EBITDA interest coverage. The business risk profile is 'fair,'
reflecting its established position in the competitive whole-car
and salvage auction markets, demonstrated profitability
with about 28% adjusted EBITDA margin (by Standard & Poor's
calculation), and return on capital of 8.5% for the 12 months
ended Sept. 30, 2012. We now assume KAR will use cash flow for a
combination of permanent debt reduction, midsize acquisitions to
expand market share as opportunities arise, and dividends to
shareholders or share repurchases," S&P said.

RATINGS LIST

Ratings Remain Unchanged

KAR Auction Services Inc.
Corporate Credit Rating           B+/Stable/--
Senior Secured                    BB-
  Recovery Rating                  2
Senior Unsecured                  B
  Recovery Rating                  5


LEMINGTON HOME: 3rd Cir. Rejects Appeal Over Time-Limit in Trial
----------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit denied a petition
for a writ of mandamus filed by former officers and directors of
The Lemington Home for the Aged, who are being sued by the Home's
unsecured creditors committee.  The 16 named defendants seek a
writ of mandamus to vacate the District Court's time-limit order,
which set a 7.5-hour per side limit on the parties' presentation
of evidence at trial.

According to the Third Circuit, whether a District Court has
abused its discretion in setting and administering a time-limit
order is best addressed after trial, with a reviewing court able
to assess a record that shows what was presented to the jury and
what a party was unable to present.  Only then may an informed
decision be made as to whether a party was denied a fair trial.

"In denying mandamus relief, we emphasize that we are not ruling
on the propriety of the time-limit order.  We appreciate that this
is a complex case, that the Committee has sued sixteen individual
defendants, and that many of the defendants may need to testify to
present their own defenses, even if some of their testimony is
duplicative. Because 7.5 hours may ultimately be too little time
for the Lemington Defendants to adequately present their case, we
do not conclude that the time-limit order is permissible or valid.
We hold only that a post-judgment appeal is adequate to assure
meaningful review of the propriety of the time-limit order," the
Third Circuit said.

The Committee on Aug. 27, 2007, filed its second amended complaint
on behalf of the Debtor, asserting causes of action against the
Lemington Defendants -- former officers and directors of the Home
-- for breach of their fiduciary duties of care and loyalty and
for deepening insolvency.  The District Court granted summary
judgment to the Lemington Defendants, holding that the business
judgment rule and the doctrine of in pari delicto precluded the
Committee's breach of fiduciary duty claims, and that the
Committee failed to show fraud sufficient to support a deepening
insolvency claim.  The Third Circuit vacated the District Court's
grant of summary judgment and remanded for trial.  Following
remand, the District Court issued an order on Oct. 31, 2011,
scheduling jury selection and trial for Dec. 5, 2011.  The
District Court also scheduled a preliminary pre-trial conference
for Nov. 22, 2011 and a final pretrial conference for Dec. 1,
2011.

The Lemington Defendants had estimated that the trial would likely
require a total of roughly 16 days, or eight days per side.

The case is IN RE: ARTHUR BALDWIN; LINDA COBB; JEROME BULLOCK;
ANGELA FORD; JOANNE ANDIORIO; J.W. WALLACE; TWYLA JOHNSON; NICOLE
GAINES; WILLIAM THOMPKINS; ROY PENNER; MELODY CAUSEY; JAMES
SHEALEY; LEONARD R. DUNCAN; RENEE FRAZIER; CLAUDIA ALLEN; EUGENE
DOWING; GEORGE CALLOWAY; B.J. LEBER; REVERAND RONALD PETERS,
Petitioners, No. 11-4447 (3rd Cir.).  A copy of the Third
Circuit's Nov. 26, 2012 Opinion is available at
http://is.gd/28x0G5from Leagle.com.

Headquartered in Pittsburgh, Pennsylvania, Lemington Home for the
aged -- http://www.lemington.org/-- operated a nursing home for
the elderly.  The facility filed for chapter 11 protection (Bankr.
W.D. Penn. Case No. 05-24500) on April 13, 2005 .  James E.
Van Horn, Esq., Mark E. Freedlander, Esq., at McGuire Woods LLP
represent the Debtor.  When the Debtor filed for chapter 11
protection from its creditors, it estimated assets and debts of
$1 million to $10 million.

The Committee of Unsecured Creditors was appointed two weeks after
the bankruptcy filing.  W. Terrence Brown was hired by one of
Lemington's creditors to investigate the company's financial
situation.

Counsel to the Committee are Robert S. Bernstein, Esq., Kirk B.
Burkley, Esq., and Nicholas D. Krawec, Esq., at Krawec Bernstein
Law Firm, PC.


LIFECARE HOLDINGS: Grant Asay Resigns as EVP of Operations
----------------------------------------------------------
Grant Asay, executive vice president of Operations of LifeCare
Holdings, Inc., informed the Company that he intends to leave his
position at the Company and pursue other employment opportunities.
The Company and Mr. Asay are discussing his final date of
employment but no such date has been determined at this time.

                     About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

The Company reported a net loss of $34.83 million in 2011,
compared with net income of $2.63 million on $358.25 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $422.15
million in total assets, $575.87 million in total liabilities and
$153.72 million total stockholders' deficit.

                        Bankruptcy Warning

"We are continuing to work with our financial advisor and lenders
under our senior secured credit facility and senior subordinated
notes to develop a comprehensive strategy that will allow us to
refinance or restructure our existing capital structure prior to
the acceleration of any indebtedness," the Company said in its
quarterly report for the period ended June 30, 2012.  "There can
be no assurance, however, that any of these efforts will prove
successful or be on economically reasonable terms.  In the event
of a failure to obtain necessary waivers or forbearance agreements
or otherwise achieve a restructuring of our financial obligations,
we may be forced to seek reorganization under Chapter 11 of the
United States Bankruptcy Code."

                          *     *     *

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

As reported by the TCR on Aug. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Plano Texas-based
LifeCare Holdings Inc to 'D' from 'CCC-', following the missed
interest payment on the company's $119.3 million senior
subordinated notes.

In the June 6, 2012, edition of the TCR, Moody's downgraded
LifeCare Holdings, Inc.'s corporate family rating to Caa3 and
probability of default rating to Ca.  The downgrade of the
corporate family rating to Caa3 reflects heightened refinancing
risk, an untenable capital structure, and interest burden that is
not covered by cash flows generated from the company's ongoing
operations. Moody's believes LifeCare will need to address its
entire capital structure in the next twelve months which is
reflected in the Ca probability of default rating.

As reported by the TCR on Oct. 5, 2012, Moody's Investors Service
assigned a limited default (LD) designation to LifeCare Holdings,
Inc.'s Ca probability of default rating.  The Caa3 corporate
family rating and C senior subordinated notes rating were
affirmed.

The limited default designation reflects the company's failure to
make the subordinated notes' $5.5 million interest payment due
August 15, 2012, within a 30-day grace period as provided in the
original debt agreement.  Moody's will remove the LD designation
after resolution occurs between LifeCare and its creditors.


LON MORRIS COLLEGE: Foundation Sues to Retain Endowments
--------------------------------------------------------
Katy Stech, writing for Dow Jones Newswires, reports the Texas
Methodist Foundation earlier this month filed a lawsuit with the
U.S. Bankruptcy Court in Tyler, Texas, to protect some of Lon
Morris College's endowment money, arguing that spending it on
creditors and the professionals who are now preparing to auction
off the college piece-by-piece "is not consistent with the
charitable intent" of the endowments.  The Texas Methodist
Foundation filed the lawsuit to protect roughly $265,000 in
endowments that it said were "created under wills or trust
instruments," according to court papers.

"Each of the endowments was created with the intent and the
purpose of furthering educational, charitable and religious
endeavors of the Methodist Church and Methodism, now known as
United Methodist Church," foundation attorney Patrick Kelley said
in the lawsuit, according to the report.

The report notes Lon Morris, struggling to pay the mortgage on its
dorms, never tried to dip into its $11 million pool of endowment
money that supported the 158-year-old United Methodist-affiliated
school.  But in the hunt for money after the school's collapse,
the college's bankruptcy attorneys want the charitable funds to
pay its final bills.

The Dow Jones report says the college's request for endowment
money touched a nerve within the nonprofit community, which has
struggled as much as any industry in recent years.  According to
the report, San Diego bankruptcy attorney Paul Dostart, who has
researched how bankruptcy courts treat tax-exempt organizations,
said the hardship comes as tax benefits for charitable
organizations erode and as judges are less willing to grant
special exceptions because of their mission.

"We're seeing a consistent move that says charities -- bless them
for existing -- they're businesses," the report quotes Mr. Dostart
as saying.  "You're seeing this kind of erosion of the privileges
and immunities that charities had. This isn't overnight, but it's
a clear change that's occurring on an incrementally basis."

According to the Dow Jones report, where a charity's endowment
money goes after a bankruptcy filing is a gray area for the
Bankruptcy Code, and it's rarely explored.  The report recounts
that in the 1987 bankruptcy of Bishop College, another Texas
college, the court denied a request from the college's bankruptcy
attorney to take charitable money that was set up to pay the
annual income of the college, declaring that the money was not
property of the bankruptcy estate.  The Bishop College campus,
located outside Dallas, is now home to Paul Quinn College.

The report also notes that Winstead Memorial Hospital in
Connecticut faced a similar issue after closing its doors in 1996.
However, bankruptcy professionals were able to use income from the
endowment fund to cover the hospital's general expenses.

According to Dow Jones, Mr. Dostart said that issue can turn on an
endowment's fine print. If the donor took the extra step to put
the money in the hands of an outside trustee, the money has a
better chance of being withheld from a bankrupt charity's estate
than if the money was held in accounts that the college maintained
itself.

                          Precedent

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy of a small college in east Texas could
set a precedent establishing whether endowment funds can be used
to pay creditors and expenses of liquidation.

The report recounts that Lon Morris College was unable to merge
with another institution, and decided to liquidate.  The college's
small endowment includes $265,000 held by the Texas Methodist
Foundation as trustee under five separate wills and trusts.  When
the college demanded that the endowment funds be turned over to
pay expenses of Chapter 11 or creditors' claims, the foundation
refused and filed a lawsuit this month in bankruptcy court
instead.

The lawsuit is Texas Methodist Foundation v. Lon Morris College
(In re Lon Morris College), 12-06025, Bankr. E.D. Tex. (Tyler).

                     About Lon Morris College

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

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

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

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

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

The college has a Chapter 11 plan on file to be funded by a sale
of the properties.


MEDASSETS INC: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to MedAssets,
Inc.'s proposed senior secured credit facilities, including a
$150 million senior secured revolving credit facility (undrawn at
close), $250 million senior secured term loan A, and $350 million
senior secured term loan B. At the same time, Moody's affirmed
MedAssets' B1 Corporate Family and Probability of Default ratings,
and raised the company's Speculative Grade Liquidity Rating to
SGL-2 from SGL-3. The rating outlook is stable.

The proceeds from the new credit facilities will be used to
refinance in full all amounts outstanding under the company's
existing credit facility, pay related transaction fees and
expenses and for working capital and other general corporate
purposes.

Moody's assigned the following ratings:

  $150 million senior secured revolver due 2017, Ba3 (LGD 3, 32%)

  $250 million senior secured term loan A due 2017, Ba3 (LGD 3,
  32%)

  $350 million senior secured term loan B due 2019, Ba3 (LGD 3,
  32%)

Moody's expects to withdraw the following ratings upon close of
the transaction:

  $150 million senior secured revolver due 2015, Ba3 (LGD 3, 32%)

  $600 million senior secured term loan due 2016, Ba3 (LGD 3, 32%)

Ratings affirmed:

  Corporate Family Rating at B1

  Probability of Default Rating at B1

  $325 million 8% senior unsecured notes due 2018, B3 (LGD 5, 86%)

The following rating was upgraded:

  Speculative Grade Liquidity Rating, upgraded to SGL-2 from SGL-3

The rating outlook is stable.

All ratings are subject to review of final documentation.

Ratings Rationale

MedAssets' B1 Corporate Family Rating reflects the company's high
financial leverage, its small size relative to many other rated
borrowers and large industry players, and its aggressive financial
policy and acquisition strategy. On a pro forma basis for the
refinancing of the company's existing senior secured credit
facilities, Moody's estimates adjusted debt to EBITDA of
approximately 5.0 times. In addition, the rating reflects the
intensely competitive market for MedAssets' services characterized
by innovation and the frequent introduction of new product and
service offerings to remain successful. Mitigating these risks,
the rating reflects the company's stated commitment to near-term
debt reduction, favorable business fundamentals within the RCM and
SCM businesses, and the company's relatively large and
geographically diverse customer base with historically high client
retention rates.

The upgrade of the Speculative Grade Liquidity Rating to SGL-2
from SGL-3 reflects Moody's expectation that the company's
liquidity profile will improve subsequent to the close of the
proposed refinancing transaction, and that the company's liquidity
will be good over the next twelve months. Failure to complete the
proposed refinancing would place downward pressure on the SGL-2
rating.

The rating outlook is stable, and incorporates Moody's expectation
that the company will continue to improve financial leverage
towards 4.0 times over the next 12 to 18 months on a Moody's
adjusted basis.

An upgrade is unlikely over the near-term given the company's
small size and high financial leverage. For an upgrade to be
considered, Moody's would need to see leverage below 3.5 times and
free cash flow coverage of debt in excess of 8%. This can be
achieved if the company can achieve improved growth rates and
profitability while materially reducing financial leverage through
debt repayment.

A downgrade could occur if Moody's comes to believe that the
company is unlikely to maintain financial leverage below 5.0 times
on a Moody's adjusted basis. This could occur if MedAssets
experiences slower growth within any of its business lines, or if
the company increases its acquisition activity or other
shareholder initiatives beyond current expectations.

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

MedAssets provides technology-enabled products and services to
hospitals, health systems and other ancillary healthcare providers
in the areas of revenue cycle and spend management. Revenue for
the twelve months ended September 30, 2012 approximated $633
million.


MEDASSETS INC: S&P Rates $750-Mil. Secured Bank Facility 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Alpharetta, Ga.-based health care service and
technology company MedAssets Inc. The outlook is stable.

"At the same time, we assigned MedAssets' $750 million proposed
secured credit facility (comprised of a $250 million term loan A,
$350 million term loan B, and a $150 million revolving credit
facility) our 'BB-' issue-level rating, with a recovery rating of
'2', indicating our expectations for substantial recovery (70% to
90%) in the event of a default," S&P said.

"The rating on MedAssets Inc. reflects the company's 'fair'
business risk profile and 'aggressive' financial risk profile,
according to Standard & Poor's Ratings Services' criteria," said
Standard & Poor's credit analyst Cheryl Richer.

The "fair" business risk profile incorporates its position as one
of three large participants in the highly competitive group
purchasing industry and somewhat variable revenue visibility in
the fragmented revenue cycle management (RCM) market. MedAssets'
aggressive financial risk profile reflects proforma adjusted debt
leverage of just under 5x and funds from operations (FFO) to total
debt of about 15%.


MA BB OWEN: Bankruptcy Court Confirms Amended Plan
--------------------------------------------------
Judge Brenda T. Rhoades has confirmed the Third Amended Plan
filed by MA-BBO Five, LP, and MA BB Owen, LP, disregarding all
objections to the plan.

Judge Rhoades authorized the Debtor to insert in the Amended Plan
that "The full value of any recovery by the Debtor from any Claim
retained by it under this paragraph 8.01 shall be paid Pro Rata to
Creditors on their Allowed Claims in the Priority set forth in the
Plan. No recovery from any Claim retained by the Debtor under this
paragraph 8.01 shall be distributed to Equity Interest Holders in
Class 4 unless and until Claims in Classes 2A, 2B, 3A, and 3B have
been paid in full."

The United States Trustee had objected to the Plan, saying the
Debtors are delinquent in the payment of quarterly fees and the
Debtors have failed to make appropriate provision for the
quarterly fees payable under 28 U.S.C. Sec. 1930.

                          Chapter 11 Plan

According to the Second Amended Disclosure Statement filed
March 12, 2012, the real estate properties of the Debtors were
sold at an auction.  As a result, Hillcrest Bank and Heritage Bank
were both paid the amount of their secured claims from the sales
proceeds.  Part of the sale involved an agreement that the estate
would receive $125,000 from the sales proceeds.  This amount is
being distributed to the creditors pursuant to the Plan.

The classification and treatment of claims under the Plan are:

     A. Class 1 (Allowed Administrative Claims) will be paid in
        full by the Debtors the later of the Effective Date or
        within 10 days of becoming an Allowed Claim.  These
        claims are priority claims, including claims for Debtors'
        attorney's fees and U.S. Trustee's fees.

     B. Class 2 (Allowed General Unsecured Non-Insider Claims)
        will receive a pro-rata distribution from the funds on
        hand after the payment of the Allowed Class 1 Claims.

     C. Class 3 (Allowed General Unsecured Insider Claims) will
        receive no payment under the Plan.

     D. Class 4 (Equity Holders) will be retained on Confirmation.

A full-text copy of the Second Amended Disclosure Statement is
available for free at:

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

                         About MA BB Owen

MA BB Owen LP and MA-BBO Five LP are single-purpose entities
created by Marlin Atlantis, a Dallas, Texas-based commercial real
estate developer.  MA BB Owen purchased 1,115 acres of land in the
City of McKinney, Texas, using a $22.8 million loan from Hillcrest
Bank. MA-BBO Five acquired 592 acres of land adjacent to the
property utilizing an $11.07 million loan from Heritage bank.

MA-BBO Five and MA BB Owen filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Case Nos. 11-40644 and 11-40645) on
Feb. 28, 2011.  Joyce W. Lindauer, Esq., serves as bankruptcy
counsel.  MA BB estimated its assets at $10 million to $50
million.  MA-BBO Five estimated assets of up to $10 million and
liabilities of $50 million to $100 million.


MANAGED STORAGE: Bell Microproducts Not Cleared in Clawback Suit
----------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath dismissed a clawback lawsuit
filed by Jeoffrey L. Burtch, the Chapter 7 Trustee of Managed
Storage International, Inc., et al., against Avnet, Inc., but not
the lawsuit against Bell Microproducts, Inc.  Avnet and Bell both
sought dismissal of the lawsuits.

Managed Storage International, Inc. and its affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Case No. 09-10368)
on Feb. 4, 2009.  On that same day the Debtors filed a motion for
approval of bid procedures and a motion to sell all their assets
free and clear of liens to Laurus Master Fund, Ltd., or to a
higher and better bidder.

At the hearing held on Feb. 26, 2009, to consider the bid
procedures, Avnet appeared and asserted a purchase money security
interest in certain of the assets of the Debtors, including any
accounts receivable or proceeds relating to those assets.  In
addition, Avnet filed a limited objection to the sale motion
asserting entitlement to the proceeds of its collateral.

On April 2, 2009, the Court approved the sale to Laurus. At that
time, Avnet, the Debtors and the Official Unsecured Creditors'
Committee entered into a stipulation providing for the segregation
of the proceeds of the Avnet collateral.  The Court approved the
stipulation on April 14, 2009.

Notwithstanding the stipulation, the Debtors did not segregate the
proceeds of the Avnet collateral.  As a result, Avnet filed a
Motion on Feb. 24, 2010, seeking a turnover of its collateral from
Laurus.  The hearing on the Avnet motion was continued several
times and, ultimately, a further stipulation was executed by
Avnet, the Debtors, and Laurus whereby Laurus paid Avnet $975,000
and the parties exchanged certain releases.  The Stipulation
provided for a release of the Debtors by Avnet and a release of
Avnet and its predecessors successes, and assigns by the Debtors
and their predecessors, successors and assigns from any and all
claims relating to the Debtors and their chapter 11 cases.  The
Stipulation was submitted under certification of counsel and the
Court approved it on May 19, 2010.

Thereafter, the Court converted the Debtors' cases to chapter 7 on
Nov. 3, 2010, and appointed Jeoffrey L. Burtch as chapter 7
trustee.  Around that time, Avnet acquired Bell as evidenced by a
Certificate of Merger filed in New York on Dec. 22, 2010.

On Jan. 12, 2012, the Trustee filed a complaint against Avnet
seeking to avoid and recover $5,444,541 as an alleged preference.
On that same day, the Trustee filed a preference action against
Bell (and Avnet as its sucessor) seeking to recover $969,017 as an
alleged preference.

On March 30, 2012, Avnet and Bell filed Motions to Dismiss the
Trustee's preference complaints based on the release given to
Avnet by the Debtors during the Chapter 11 case.

The Court, however, noted that the release of Avnet did not
release any claims that the Trustee has against Bell which arose
prior to its merger with Avnet.

The lawsuits are: JEOFFREY L. BURTCH, CHAPTER 7 TRUSTEE,
Plaintiff, v. AVNET, INC., Defendant; and JEOFFREY L. BURTCH,
CHAPTER 7 TRUSTEE, Plaintiff, v. BELL MICROPRODUCTS, INC. and
AVNET, INC., Defendant, Adv. Proc. Nos. 12-50026, 12-50028 (Bankr.
D. Del.).  A copy of the Court's Nov. 26, 2012 Memorandum Opinion
is available at http://is.gd/bkEsbqfrom Leagle.com.


MF GLOBAL: Customers Take 2nd Stab for Probe vs. Officers
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that customers of MF Global Inc. are taking another stab
at obtaining authority from the bankruptcy court to investigate
Jon S. Corzine and other former officers and directors of the
liquidating commodity broker.

The report recounts that in early February, the bankruptcy judge
denied a request by a group of customers to conduct their own
investigation under Rule 2004 of the Federal Rules of Bankruptcy
Procedure, an adjunct of bankruptcy law that allows a so-called
fishing expedition to lay the basis for a lawsuit.  An independent
investigation, the judge said at the time, would interfere with
already pending investigations by the two MF Global trustees and
by regulators.

The report relates that a group of customers filed another set of
papers on Nov. 26, this time saying the two MF Global trustees
have issued reports and the U.S. Congress failed to take action
even after concluding the broker's management was to blame for its
demise.  The customers say they need power from the bankruptcy
court to conduct an investigation on their own so they can prove
that officers and directors violated securities laws by failing to
segregate cash belonging to customers.

The trustees, according to Mr. Rochelle, might respond by saying
there is already a court-sanctioned class lawsuit bringing claims
on behalf of all customers.

According to the report, in August, James Giddens, trustee for the
brokerage, worked out an arrangement where he is allowing class-
action plaintiffs to bring lawsuits against former officers,
directors and others.  The bankruptcy judge approved the
arrangement in October because all recoveries in the suit will be
turned over to Mr. Giddens for distribution to creditors.  There
will be Dec. 19 hearing on the customers' new effort to conduct an
investigation on their own.

                          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.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: President Abelow to Leave Company By Week's End
----------------------------------------------------------
The Wall Street Journal's Aaron Lucchetti reports the highest-
ranking official remaining at MF Global Holdings Ltd., president
and operating chief Bradley Abelow, plans to leave the company at
the end of this week, according to people familiar with his plans.

Mr. Abelow, 54, has been assisting the trustee for the company,
Louis Freeh, since shortly after the October 2011 bankruptcy
filing by the firm.  According to WSJ, Mr. Abelow informed Mr.
Freeh of his intention to leave in a letter sent last week, these
people said.  In the letter, which was reviewed by The Wall Street
Journal, Mr. Abelow said he stayed at the company "to mitigate the
losses suffered by our customers, investors and employees." He
added that "it is clear to me today that you and your staff are
well-positioned to ensure the best possible outcome . . . and that
my continued employment is no longer necessary."

                         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.


MIAMI CENTER: Ruling Issued in Founder's Tax Case
-------------------------------------------------
The United States Tax Court ruled on a federal income tax dispute
between the Internal Revenue Service and Theodore B. Gould and the
estate of Helen C. Gould, deceased.

The Goulds formed, and held interests in Holywell Corp., the Miami
Center Corp., the Miami Center Limited Partnership, Chopin
Associates and the Miami Center Joint Venture, a Florida general
partnership.  Chopin and MCLP borrowed money from the Bank of New
York to develop the Miami Center, a hotel and office building
complex to be built in Miami, Florida.  They defaulted on the
loans, and on Aug. 22, 1984, the Goulds, Holywell, MCC, MCLP, and
Chopin filed separate Chapter 11 petitions in bankruptcy with the
U.S. Bankruptcy Court for the Southern District of Florida.  On
Aug. 8, 1985, the bankruptcy court confirmed an amended
consolidated plan of reorganization, which provided, among other
things, for the substantive consolidation of the Debtors'
bankruptcy estates and for the formation of a liquidating trust,
the Miami Center Liquidating Trust, to which all assets of those
estates would be transferred.

On Aug. 12, 1985, the bankruptcy court appointed as liquidating
trustee Fred Stanton Smith.  On Oct. 10, 1985, the effective date
of the plan, all assets of the Debtors' bankruptcy estates were
transferred to the MCLT, and Mr. Smith sold the Miami Center to
BNY's nominee.  Mr. Smith did not establish a reserve from which
to pay taxes due on the sale of the Miami Center.  On Sept. 9,
1998, the bankruptcy court entered a final decree terminating the
MCLT and closing the bankruptcy case as to each debtor.

A copy of the Tax Court's Nov. 26, 2012 ruling is available at
http://is.gd/ZrSHe4from Leagle.com.


MILAGRO OIL: S&P Lowers CCR to 'CCC' on Declining Liquidity
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Milagro Oil & Gas Inc. to 'CCC' from
'CCC+'. The outlook is negative.

"We lowered the issue-level rating on Milagro's second-lien
secured notes to 'CCC' (same as the corporate credit rating) from
'CCC+'. The recovery rating remains '3', indicating our
expectation of meaningful (50% to 70%) recovery in the event of a
payment default," S&P said.

"The rating action reflects our assessment that Milagro could face
a near-term liquidity crisis," said Standard & Poor's credit
analyst Christine Besset. "The company is likely to be in
violation with the maximum leverage covenant under its revolving
credit facility at the end of first-quarter 2013 as this covenant
becomes more stringent and the company's ability to generate
EBITDA remains weak. Access to this revolving credit facility is a
key component of the company's capital structure and liquidity, as
Milagro had less than $1 million of cash, $56 million available on
its revolver, and no other source of liquidity as of Sept. 30,
2012. As of Nov. 1, 2012, the company's borrowing base was reduced
to $160 million from $165 million and it will continue to shrink
by $5 million each month until April 1, 2012. In addition, we
believe that cash flow generation will weaken in the coming
quarters due to a lack of drilling activity. In response to weak
natural gas prices in 2012 and a tight liquidity position, Milagro
has reduced its capital expenditures to a level which we deem
insufficient to offset an annual 15% to 20% natural decline in the
company's natural gas production."

"The rating on Houston-based Milagro Oil & Gas Inc. reflects the
company's weak liquidity position and its cash flow conservation
strategy, relatively small asset base and production levels,
significant exposure to natural gas prices, historically weak
reserve replacement metrics, and high leverage," S&P said.

"The negative outlook reflects the company's fragile liquidity
position and highly leveraged balance sheet. We would consider a
negative rating action if a default appears inevitable in the next
six months. A revision of the outlook to positive would require an
improvement in the company's liquidity, which, barring a
significant improvement in natural gas prices, is most likely to
come from an equity infusion from the company's equity sponsors,"
S&P said.


MOUNTAIN COUNTRY: Jackson Kelly Approved as Committee Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Mountain Country
Partners, LLC, has sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
retain William F. Dobbs, Jr., Esq., and William C. Ballard, Esq.,
and the firm of Jackson Kelly PLLC as counsel.

The firm will, among others:

  a) advise the Committee with respect to its powers and duties in
     the bankruptcy case;

  b) assist in its investigation of the acts, conduct, assets,
     liabilities, and financial condition of the Debtor, the
     operation of the Debtor's business;

  c) monitor the progress of the Debtor's bankruptcy proceeding;
     and

  d) monitor and participate in the Mountain Country Partners, LLC
     bankruptcy case.

The Committee is satisfied that counsel does not represent any
other entity having an adverse interest to the Committee or
unsecured creditors in the Debtor's case.

                     About Mountain Country

Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012.  Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.


NEXSTAR BROADCASTING: Tender Offer of Senior Notes Expires
----------------------------------------------------------
Nexstar Broadcasting Group, Inc., announced the expiration and
final results of the cash tender offer and consent solicitation by
its wholly-owned subsidiary, Nexstar Broadcasting, Inc., to
purchase any and all of its outstanding $3,912,000 aggregate
principal amount of 7% Senior Subordinated Notes due 2014 and
$112,593,449 aggregate principal amount of 7% Senior Subordinated
PIK Notes due 2014.  The tender offer expired pursuant to its
terms at midnight, New York City time, on Nov. 21, 2012.

On Nov. 9, 2012, Nexstar Broadcasting made a payment in cash for
all Notes tendered prior to 5:00 p.m., New York City time, on
Nov. 6, 2012.  As of the Consent Payment Deadline, Nexstar
Broadcasting had received tenders and consents in respect of (i)
$3,840,000 aggregate principal amount of 2014 Notes, representing
approximately 98.16% of the outstanding aggregate principal amount
of the 2014 Notes, and (ii) $110,709,613 aggregate principal
amount of 2014 PIK Notes, representing approximately 98.33% of the
outstanding aggregate principal amount of the 2014 PIK Notes, all
of which were accepted for purchase.  The holders of the accepted
Notes received total consideration of $1,003.00 per $1,000 of
principal amount tendered, which amount included a consent payment
of $10.00 per $1,000 principal amount of Notes tendered.  The
total cash payment to purchase those Notes, including accrued and
unpaid interest up to, but not including, the Early Settlement
Date, was approximately $117.4 million.

As of the Consent Payment Deadline, Nexstar Broadcasting also
received consents from holders representing a majority in
aggregate principal amount outstanding of each of the 2014 Notes
and the 2014 PIK Notes to adopt the proposed amendments to the
indentures governing each of the 2014 Notes and the 2014 PIK
Notes.  On the Early Settlement Date, Nexstar Broadcasting and the
guarantors party to each of the indentures governing each of the
2014 Notes and the 2014 PIK Notes entered into supplemental
indentures effecting the proposed amendments with respect to each
series of Notes.

Between the Consent Payment Deadline and the Expiration Date,
Nexstar Broadcasting received tenders for an additional $8,000
aggregate principal amount of the 2014 Notes.  No additional 2014
PIK Notes were tendered between the Consent Payment Deadline and
the Expiration Date.

A total of (i) approximately $64,000 in aggregate principal of the
2014 Notes remains outstanding and (ii) approximately $1,883,836
in aggregate principal of the 2014 PIK Notes remains outstanding.
Nexstar Broadcasting or its affiliates may at any time and from
time to time redeem or purchase in a privately negotiated
transactions or otherwise the remaining Notes.

The tender offer and consent solicitation were made upon the terms
and subject to the conditions set forth in the related Offer to
Purchase and Consent Solicitation Statement dated Oct. 24, 2012.

BofA Merrill Lynch acted as dealer manager and solicitation agent
for the tender offer and consent solicitation and Global
Bondholder Services Corporation acted as information agent and
depositary for the tender offer.  Requests for documents may be
directed to Global Bondholder Services Corporation at (866) 389-
1500 (toll free) or (212) 430-3774 (collect).  Questions regarding
the tender offer or consent solicitation may be directed to BofA
Merrill Lynch at (888) 292-0070 (toll free) or (646) 855-3401
(collect).

                 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.


OCEAN DRIVE: U.S. Trustee Won't Appoint Committee
-------------------------------------------------
The United States Trustee has said it will not appoint a committee
of creditors in the bankruptcy case of Ocean Drive Investment LLC
until further notice.

       About Ocean Drive Investment and the Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami.

The Debtors own the Cavalier Hotel located directly Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  Cavalier has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.

Ocean Drive estimated at least $10 million in assets and
liabilities.  Cavalier Hotel estimated under $50,000 in assets and
at least $10 million in liabilities.

The Debtors are represented by Nicholas B. Bangos, Esq., in Miami.


OCEAN DRIVE: Files Schedules of Assets and Liabilities
------------------------------------------------------
Ocean Drive Investment LLC filed with the Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $16,000,000
  B. Personal Property                     $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,225,303
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $25,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $308,000
                                 -----------      -----------
        TOTAL                    $16,000,000      $10,558,303

       About Ocean Drive Investment and the Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami.

The Debtors own the Cavalier Hotel located directly Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  Cavalier has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.

Ocean Drive estimated at least $10 million in assets and
liabilities.  Cavalier Hotel estimated under $50,000 in assets and
at least $10 million in liabilities.

The Debtors are represented by Nicholas B. Bangos, Esq., in Miami.


OILSANDS QUEST: Wellington No Longer Owns Common Shares
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that, as of Oct. 31, 2012, it does not beneficially own any shares
of common stock of Oilsands Quest Inc.  Wellington previously
reported beneficial ownership of 34,650,355 common shares or a
9.94% as of Dec. 31, 2011.  A copy of the amended filing is
available for free at http://is.gd/7WQo3y

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc.

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands
Entities.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

The Company's common shares remain halted from trading until
either a delisting occurs or until the NYSE Amex permits the
resumption of trading.


PATRIOT COAL: Has Agreement with Three Environmental Groups
-----------------------------------------------------------
Patriot Coal Corporation and plaintiffs, namely Ohio Valley
Environmental Coalition, Inc., West Virginia Highlands
Conservancy, Inc., and Sierra Club, entered into an agreement
pursuant to which the parties agreed to extend the deadlines by
which certain Patriot subsidiaries must install selenium treatment
technology at select outfalls that are the subject of lawsuits
previously brought by the Plaintiffs against Patriot and certain
of its subsidiaries.

Pursuant to the Settlement Agreement, the parties committed to
jointly petition the U.S. District Court for the Southern District
of West Virginia to extend by 12 months the compliance schedules
for each category of outlets included under the comprehensive
consent decree entered by the U.S. District Court in March 2012 in
settlement of a lawsuit filed by the Plaintiffs during February
2011.  In addition, the parties agreed to request the U.S.
District Court to extend until Aug. 1, 2014, the compliance
deadline for Hobet Mining, LLC, to achieve compliance with
selenium limitations pursuant to an Oct. 8, 2010, order issued in
connection with an October 2009 lawsuit filed by the Plaintiffs.

"This settlement agreement allows Patriot to defer up to $27
million of compliance-related cash outlays from 2012 and 2013 into
2014 and beyond, which improves our liquidity as we reorganize our
company and increases the likelihood that we will emerge from the
Chapter 11 process as a viable business," stated Patriot President
& Chief Executive Officer Bennett K. Hatfield.  "Importantly, this
proposed settlement allows Patriot to continue mining according to
existing permits and is consistent with our long-term business
plan to focus capital on expanding higher-margin metallurgical
coal production and limiting thermal coal investments to selective
opportunities where geologic and regulatory risks are minimized."

The settlement remains subject to approval by the Federal District
Court for the Southern District of West Virginia following a
public comment period, as well as approval by the Bankruptcy Court
for the Southern District of New York.

Under the terms of the Settlement Agreement, Patriot and the
Plaintiffs agreed to the following:

   * The parties will request the U.S. District Court to adjust
     downward the letter of credit requirement applicable to the
     fluidized bed reactor water treatment facility being
     constructed by Apogee Coal Company, LLC, and the ABMet
     selenium water treatment facility being developed by Hobet.

   * Patriot and its subsidiaries may continue to conduct surface
     mining pursuant to large-scale surface mining permits
     currently in effect or in the future through certain small-
     scale surface mining.  However, any surface mining production
     by Patriot or its subsidiaries will be subject to a
     decreasing annual cap, and shall not exceed 3 million tons
     per year beginning in 2018.

   * Patriot and its subsidiaries will not submit any new
     applications for Clean Water Act Section 404 permits for
     valley fills associated with surface mining.

   * Patriot and its subsidiaries may continue to pursue a pending
     Clean Water Act Section 404 permit for the Huff Creek surface
     mine.

   * Patriot will further require its subsidiaries to withdraw
     pending Section 404 permit applications submitted for the
     South Area surface mine and Hill Fork surface mine, to
     terminate Colony Bay Coal Company's Section 404 permit for
     the Central Area surface mine and to retire within sixty days
     the drag line used at the Paint Creek mining complex and by
     Dec. 31, 2015, the drag line at the Corridor G mining
     complex.  Patriot also will not enter into any new agreement
     to allow its preparation plants or railroad facilities to be
     used to support large-scale surface mining by third parties.

   * Patriot will require Hobet to bring one of its outfalls into
     compliance by Aug. 1, 2014, and to evaluate the feasibility
     of bringing a second outfall into compliance by the same
     date.

   * Patriot and its subsidiary Jupiter Holdings, LLC, will seek
     regulatory approval to reduce the disturbance required to
     reclaim the Jupiter Callisto mining complex.

Also on Nov. 15, 2012, Patriot, along with its subsidiaries Apogee
Coal Company, LLC, Catenary Coal Company, LLC, and Hobet, and the
Plaintiffs lodged a proposed modification to the Consent Decree in
the U.S. District Court reflecting the terms of the Settlement
Agreement that are relevant to the Consent Decree.

The Settlement Agreement and Modified Consent Decree must be
approved by the U.S. Bankruptcy Court for the Southern District of
New York before they become effective.  In addition, the
effectiveness of the Settlement Agreement is contingent upon the
U.S. District Court modifying the Consent Decree and Oct. 8, 2010,
Order in accordance with the Settlement Agreement, and is also
subject to a public comment period.

A copy of the Global Settlement Agreement is available at:

                         http://is.gd/IxuRgr

A copy of the Modified Consent Decree is available at:

                         http://is.gd/pKiMrz

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Sent to St. Louis With 'Considerable Regret'
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge in New York said the Patriot Coal
Corp. bankruptcy reorganization was filed in New York in violation
of the purpose of the bankruptcy venue statute.  U.S. Bankruptcy
Judge Shelley C. Chapman is therefore sending the case to St.
Louis "with considerable regret."

The report recounts that not long before the Chapter 11 filing in
July, the St. Louis-based coal producer incorporated two small
subsidiaries in New York and used that as the basis for filing the
entire bankruptcy in Manhattan.  The mine workers' union and the
U.S. Trustee filed papers asking Judge Chapman to move the case.
The union wanted it in West Virginia, where eight of the 12 mines
are located.  Judge Chapman held 16 hours of hearing over two days
in September.

According to the report in a 55-page opinion Nov. 27, Judge
Chapman said that New York was a technically correct location for
the bankruptcy.  Although Patriot "achieved literal compliance
with the venue statute" by incorporating a subsidiary in New York
on the eve of bankruptcy, Judge Chapman said allowing the
company's decision to stand "would run afoul of any reasonable
application of the intent of the venue statute."  In more emphatic
terms, Judge Chapman said that allowing a company to incorporate
in New York as the basis for venue "would be an affront to the
purpose of the bankruptcy venue statute and the integrity of the
bankruptcy system."

The report notes that the judge also rejected the argument that
the case should remain in New York because that's where most of
the professionals and some of the largest creditors are located.
To use the professionals' homes as the basis for venue, she said,
"would be condoning a 'bootstrap' venue selection strategy."

Judge Chapman, the report adds, rebuffed the union's request to
move the case to West Virginia.  She said that selecting West
Virginia would give the union, "rather than the debtors' lenders,
what they perceive to be the home field advantage."

The report notes Judge Chapman neither criticized Patriot for
filing the bankruptcy in New York nor said it was in bad faith.
Rather, she said Manhattan was "in the best interests of all
stakeholders" and there was no evidence to the contrary.  The
judge noted that the official creditors' committee and about 50
creditors supported the company in retaining the case in New York.
Judge Chapman sent the case to St. Louis because that's the
headquarters and where books and records are located. Patriot
doesn't have any office or business operations in New York, she
said.

Patriot's $200 million in 3.25% senior convertible notes due 2013
traded Nov. 27 for 12 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.  The $250 million in 8.25% senior unsecured notes due
in 2018 traded Nov. 27 for 48 cents on the dollar, Trace reported.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.


PENNFIELD CORP: Carlisle Advisors Seeking OK to Buy Assets
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pennfield Corp. was scheduled to appear in bankruptcy
court Nov. 28 to seek permission to sell the business for
$15.6 million to Carlisle Advisors LLC.  There were no other bids
by the Nov. 19 deadline, so the auction was canceled.  Carlisle is
also providing financing for the Chapter 11 effort.

                    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.


PINNACLE AIRLINES: Cash Almost Doubles in October
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pinnacle Airlines Corp. disclosed that cash almost
doubled to end October at $34.4 million.  October revenue of
$59 million threw off a $3.9 million operating loss and a
$9.8 million net loss.  The loss included $3.6 million in
restructuring costs and interest expense of $2.3 million.  On top
of unrestricted cash, Pinnacle had $13.5 million in restricted
cash when October ended.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle disclosed assets of $1.539 billion against debt totaling
$1.427 billion as of the Chapter 11 filing.  Secured debt includes
$690 million owing to Export Development Canada and $34 million on
a revised loan with an affiliate of CIT Group Inc.

Pinnacle used Chapter 11 to reduce the aircraft fleet by 47. Among
the aircraft Pinnacle retains are 181 regional jets leased from
Delta Air Lines Inc., the provider of $74.3 million in financing
for the Chapter 11 reorganization begun in April.  Pinnacle is
keeping another nine aircraft leased by other owners. The airline
hasn't yet decided whether to keep or park 16 other regional jets.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25, 2013.


PORTAGE MINERALS: Files Amended Financial Statements
----------------------------------------------------
Portage Minerals Inc. has filed amended audited consolidated
financial statements for the years ended Jan. 31, 2012 and 2011.
As announced on Nov. 8, 2012, Portage was required to amend its
previously filed audited consolidated financial statements for
those years due to a review by staff of the Ontario Securities
Commission ("OSC") that determined that Portage was in default of
its continuous disclosure requirements under the Securities Act
(Ontario) ("Default").  The Default was a result of the absence of
an opinion expressed by the auditor of Portage on the financial
statements for the year ended Jan. 31, 2011 presented as
comparative statements prepared under International Financial
Reporting Standards ("IFRS"), as required under Section 4.1(2)
National Instrument 51-102 - Continuous Disclosure Obligation.

The amended audited consolidated financial statements now include
an opinion by the auditor for the year ended Jan. 31, 2011. In
addition, disclosure contained in Note 22, Transition to IFRS,
concerning the audit of the IFRS adjustments and discussion of the
audit of historic CDN GAAP financial information was removed and
Note 23, Subsequent Events, was updated to reflect material
changes to the previously disclosed subsequent events.  There is
no impact on the consolidated statements of financial position,
the consolidated statements of operations and comprehensive loss,
the consolidated statements of equity, the consolidated statements
of cash flow or any other information previously presented.

Portage Minerals Inc. -- http//www.portagemineralsinc.com/ -- is a
mineral exploration corporation exploring for gold in Eastern
Canada.


R&K FABRICATING: Trustee Denied Legal Fees in Service Steel Case
----------------------------------------------------------------
Bankruptcy Judge Marvin Isgur affirmed his prior order denying the
fees of lawyers representing the Chapter 11 trustee of R&K
Fabricating, Inc.

Michael Durrschmidt, the Chapter 11 Trustee, asked the Court to
reconsider denial of attorney's fees and for relief regarding
summary judgment as to Service Steel Warehouse Co., L.P.

R&K Fabricating, Inc., is a fabricating company that manufactures
frac tanks.  Ricardo Gonzalez is the principal owner of R&K.  As a
result of the 2008 financial crisis, R&K began receiving
cancellation notices on tank orders and becoming delinquent on its
accounts payable.  This led to R&K filing a voluntary chapter 11
petition (Bankr. S.D. Tex. Case No. 10-33878) on May 5, 2010.  Mr.
Gonzalez filed an individual case (Case No. 10-33880) on the same
day.  On March 25, 2011, an Agreed Motion to Appoint Trustee was
filed by the United States Trustee, and Mr. Durrschmidt was named
the Trustee on March 31, 2011.

On Jan. 7, 1997, Mr. Gonzalez d/b/a Ricks Welding and Sandblasting
Co., acquired 4.695 acres of land in Dayton, Liberty County,
Texas.  On May 16, 2005, Ricks Welding conveyed the Realty by
special warranty deed to R&K.

On April 18, 2008, Service Steel obtained a state court judgment
against R&K and Mr. Gonzalez in the amount of $165,000.

On Feb. 13, 2012, the Trustee filed Amended Schedule A to reflect
R&K's ownership of the Realty.  Mr. Gonzalez also filed an Amended
Schedule A in his personal bankruptcy case to reflect that he is
not the owner of the Realty.

On April 4, 2012, the Trustee sued Service Steel and other
defendants.  The Trustee sought a declaratory judgment that
Service Steel's judgment lien was preferential as it was recorded
within the preference period of section 547 of the Bankruptcy
Code.  The Trustee sought declaration that Service Steel's
judgment lien was invalid and that Service Steel should only be
allowed one unsecured claim.

The Trustee filed his Motion for Summary Judgment as to Service
Steel on May 11, 2012.  The Motion was granted by order issued
June 11, 2012.  While the Court granted the Trustee's Motion, it
denied his request for attorney's fees.  The Court held that the
Trustee did not allege any express statutory authorization for his
legal fees other than the Texas Declaratory Judgment Act.  Because
the TDJA is procedural law, it does not apply to actions in
federal courts.

The case is MICHAEL J. DURRSCHMIDT, Plaintiff(s), v. FROST
NATIONAL BANK, et al, Defendant(s), Adv. Proc. No. 12-03177
(Bankr. S.D. Tex.).  A copy of the Court's Nov. 26, 2012
Memorandum Opinion is available at http://is.gd/p5CZJSfrom
Leagle.com.


RANCHER ENERGY: Reports $122,000 Net Income in Sept. 30 Quarter
---------------------------------------------------------------
Rancher Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $122,150 on $0 of revenue for the three months ended Sept. 30,
2012, compared with a net loss of $345,408 on $0 of revenue for
the same period a year ago.

For the six months ended Sept. 30, 2012, the Company reported net
income of $42,932 on $0 of revenue, compared with a net loss of
$589,078 on $0 of revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2012, showed
$2.96 million in total assets, $282,910 in total liabilities and
$2.68 million in total stockholders' equity.

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

                         http://is.gd/F5O3d7

                        About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by lawyers at Onsager, Staelin &
Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.

The Bankruptcy Court approved the Second Amended Plan of
Reorganization and accompanying Disclosure Statement of Rancher
Energy Corporation on Sept. 10, 2012.  The Plan became effective
on Oct. 10, 2012.


REITTER CORP: Chapter 11 Plan of Reorganization Confirmed
---------------------------------------------------------
Judge Enrique S. Lamoutte Inclan has confirmed the Chapter 11 Plan
of Reorganization filed by Reitter Corp.

Judge Inclan earlier entered an order approving the explanatory
disclosure statement on July 12.

As reported by the Troubled Company Reporter, the Debtor on
March 27 filed an Amended Plan that will prevent the loss of over
300 direct and indirect jobs, and will result in the creation of
additional direct and indirect jobs while it will enable the
Debtor to continue providing healthcare services as successfully
as in the past.  The Plan's projected growth includes an increase
in jobs as well as beds.

Under the Second Amended Plan, the Debtor intends to make these
payments to creditors:

     1. Payment of all administrative expenses on the later of
        the Effective Date and the date the Administrative Claims
        become allowed.

     2. Secured Creditor Banco Popular Puerto Rico (BPPR) will be
        paid by Debtor and its claim treated pursuant to a Plan
        Settlement.

     3. Priority Secured Creditor will be paid by Debtor in
        full within 37 months from the Effective Date, plus
        the statutory interest rate.

     4. Payment of 100% of all allowed priority tax claims in
        monthly payments to be made within the sixth year of the
        date of assessment of each particular claim.

     5. Payment of 100% of all claims from holders of Executory
        contracts that are being assumed by Debtor within 36
        months from the Effective Date.

     6. Payment of approximately 1% of allowed unsecured claims
        in 36 monthly payments, without interest, to begin on the
        Effective Date or 30 days after the claim is allowed by a
        final order.

The Plan will be funded from the Operating Margin being generated
by the ongoing operation which, since the bankruptcy filing, has
improved to the point where all payroll taxes are being paid on
time, and the operating budget submitted to the bank is running
ahead of projections.  Furthermore, capital contributions from
Debtor's shareholders of at least $250,000 annually will be made
during the three years of the plan of reorganization in order to
fund the plan.

The classes and treatment of claims under the plan are:

     A. Class I consists of administrative expense claims
        amounting to approximately $113,254, will be paid in cash
        and in full on the later of the Effective Date or as soon
        as feasible after the claim becomes allowed.

     B. Class II consists of priority claims totaling $4,756,950
        will receive 100% of the allowed amount of the claim in
        in monthly payments within the sixth year of the date of
        assessment of each claim.

     C. Class III consists of The BPPR Allowed Secured Claim in
        the total amount of $9,955,887.67, and secured by
        substantially all of Debtor's assets, will be paid
        pursuant to a settlement agreement.

     D. Class IV consists of priority secured claim of the IRS in
        the total estimated amount of $959,292 and secured by
        Debtor's accounts receivable and equipment, will be paid
        in full as per the IRS Plan Settlement.

     E. Class V consists of unsecured creditors holders of
        executory contracts, which as of the Effective Date will
        only include Infomedika with claims totaling
        approximately $80,389.96.  The Infomedika contract is
        being assumed by the Debtor.  The claim will be paid
        arrears in 36 monthly payments concurrently with their
        monthly payment.

     F. Class VI consists of unsecured creditors with no
        executory contracts and claims totaling approximately
        $16,818,996.  Unsecured claims will be paid
        approximately 1% of their claim in 36 monthly payments
        beginning on the Effective Date of the Plan.

     G. Class VII consists of interests of common shareholders,
        who will retain their interest.

A full text copy of the Second Amended Disclosure Statement is
available for free at:

  http://bankrupt.com/misc/REITTER_CORPORATION_ds_2ndamended.pdf

                   About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation dba Hospital San
Gerardo filed for Chapter 11 protection (Bankr. D. P.R. Case No.
10-07152) on Aug. 6, 2010.  In its schedules, the Debtor disclosed
US$20,440,765 in total assets and US$17,250,033 in total debts.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, in San
Juan, P.R., represents the Debtor as counsel.


RESIDENTIAL CAPITAL: Panel Questions 2009 Asset Transfers to Ally
-----------------------------------------------------------------
The Wall Street Journal's Sharon Terlep and Andrew R. Johnson
report that the official committee representing Residential
Capital LLC's unsecured creditors on Monday sent a letter to the
board of directors of ResCap's parent, Ally Financial Inc.
According to people who have reviewed the letter, the creditors
question transfers made in 2009 from ResCap to Ally.  The
creditors, the report relates, said Ally stripped ResCap of most
of its value when it transferred Ally Bank, a depository unit
valued at $10 billion, to the parent company. They said ResCap
creditors should be repaid before others receive proceeds from
Ally.

According to the report, the ResCap creditors are eyeing more than
$9 billion Ally plans to collect from sales of its international
operations, including last week's announced $4.2 billion deal with
General Motors Co.  Ally has agreed to sell those assets with the
goal of repaying the Treasury, which owns 74% of Ally.  The U.S.
government funded a $17.2 billion bailout of Ally.

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

WSJ says representative for the creditors' committee didn't
respond to a request for comment.

The report notes the Ally Bank transaction and others are being
investigated by Arthur J. Gonzalez, a court-appointed examiner.
Mr. Gonzalez expects to deliver his findings in early April,
according to a filing made by his attorneys in U.S. Bankruptcy
Court on Monday.

                     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).


RIVIERA HOLDINGS: Incurs $19.5 Million Net Loss in Third Quarter
----------------------------------------------------------------
Riviera Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $19.55 million on $18.27 million of net revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$4.92 million on $19.69 million of net revenues for the same
period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported
a net loss of $11.75 million on $60.14 million of net revenues,
compared with a net loss of $8.69 million on $41.14 million of net
revenues for the six months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$246.32 million in total assets, $113.04 million in total
liabilities and $133.28 million in total stockholders' equity.

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

                        http://is.gd/eoDbOd

                       About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12, 2010 in Las Vegas, Nevada (Bankr. D. Nev.
Case No. 10-22910).  Riviera Holdings estimated assets and debts
of $100 million to $500 million in its petition.  Thomas H. Fell,
Esq., at Gordon Silver, represents the Debtors in the Chapter 11
cases.  XRoads Solutions Group, LLC, is the financial and
restructuring advisor.  Garden City Group Inc. is the claims and
notice agent.

Riviera Holdings' Second Amended Joint Plan of Reorganization was
confirmed on Nov. 17, 2010.  Under the Plan, nearly $280 million
in debt will be replaced with a $50 million loan.  Creditors will
receive new stock relative to what they are owed, and holders of
current stock will receive nothing.  A total of $10 million in
working capital will come from the new owners, along with $20
million in loans to cover investments in the Las Vegas hotel.

The Plan of Reorganization became effective on Dec. 1, 2010, but
the Plan of Reorganization cannot be substantially consummated
until various regulatory and third party approvals are obtained.
The Substantial Consummation Date will be the 3rd business day
following the day the last approval is obtained.

                           *     *     *

In the July 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Riviera Holdings Corporation's Corporate Family and
Probability of Default ratings to Caa2 from Caa1.  The downgrade
of Riviera's Corporate Family Rating to Caa2 reflects heightened
concern on Moody's part regarding Rivera's ability to achieve
profitability over the next few years given that Riviera Las
Vegas, the company's only asset, generates negative EBITDA.

As reported by the TCR on July 5, 2011, Standard & Poor's Ratings
Services assigned its 'CCC+' corporate credit rating to Riviera
Holdings Corp.

"The 'CCC+' corporate credit rating reflects the company's high
debt leverage and vulnerable business position. Riviera operates
two properties (located in Blackhawk, Colo. and Las Vegas, Nev.)
with second-tier market positions in the highly competitive
markets," said Standard & Poor's credit analyst Michael Halchak.
"The rating also factors in the company's excess cash, which we
believe would support the company in the event of a moderate
decline in operating performance."


RP CROWN: Moody's Assigns 'B2' CFR/PDR; Outlook Negative
--------------------------------------------------------
Moody's Investors Service assigned B2 corporate family and
probability of default ratings to RP Crown Parent, LLC ("RP Crown"
or the "Combined Company"), a holding company that was formed to
complete the combination of RedPrairie Corporation (RedPrairie)
and JDA Software Group, Inc. (JDA). Moody's also assigned B1
ratings to $1.55 billion of the proposed senior secured first lien
credit facilities comprising a $100 million revolving loan and a
$1.45 billion of term loan, and a Caa1 rating to the proposed $650
million of senior secured second lien credit facilities.
RedPrairie's financial sponsors New Mountain Capital will use the
net proceeds from the proposed credit facilities, about $367
million of new equity and $330 million of excess cash from JDA's
balance sheet to refinance existing indebtedness at RedPrairie and
JDA and fund the purchase price of the JDA acquisition. The
transaction has a total enterprise value of approximately $1.9
billion. The rating outlook is negative reflecting the execution
risk of integrating the two companies combined with very high
initial financial leverage. Moody's will withdraw the ratings for
RedPrairie and JDA's existing debt at the close of the proposed
transaction.

Ratings Rationale

The proposed acquisition will combine JDA's leading suite of
supply chain planning solutions with RedPrairie's well-regarded
supply chain execution products and services and create a stronger
competitor of meaningful scale with more than $1 billion in
revenues and good market positions in the retail, consumer
packaged goods and discrete manufacturing industry verticals.
Furthermore, the companies have identified about $90 million in
cost synergies, a substantial majority of which should be realized
in the 12 to 18 months after the close of the transaction. In
addition, the combined companies will benefit from cross-selling
opportunities to their respective customer bases and developing
integrated supply chain solutions over time.

Notwithstanding the strategic merits of the proposed acquisition,
the B2 corporate family rating reflects the Combined Company's
high financial risk profile over the next 12 months, while the
company will be integrating two companies with about 3,600
customers and a sizeable employee base. The Combined Company's
total debt to EBITDA leverage is expected to be approximately 5.9x
(Moody's adjusted), when full synergies from the combination are
included. However, excluding synergies, leverage will be
approximately 8.0x and it will take up to 4 to 6 quarters to
achieve the majority of projected improvements in profitability
through cost savings. Until the bulk of the synergies are
realized, the Combined Company will generate very modest levels of
free cash flow relative to debt, partly due to the large
restructuring expenses needed to achieve the targeted cost
synergies.

The proposed combination will be the largest for both companies
and planned cost savings will comprise the majority of free cash
flow. Execution risks include maintaining sales growth and
customer satisfaction during the integration process. Although
synergies are meaningful (approximately 9% of the combined
revenues and 25% of pro forma EBITDA), the risks are mitigated by
the Combined Company's good liquidity and JDA management's track
record of achieving synergies, notably from the Manugistics and i2
acquisitions in 2006 and 2010, respectively. In addition, the
Combined Company is expected to realize approximately 75% of the
synergies within 12 months of the closing of the acquisition. The
B2 rating is based on Moody's expectations that the Combined
Company's total debt-to-EBITDA (Moody's adjusted) leverage should
decline to less than 6.5x and that its free cash flow should grow
to about 4 to 5% of total debt by the end of 2014. The Combined
Company's credit profile is further supported by its stronger #3
market position in a growing supply chain management market and
its high proportion (approximately 44% of total revenue) of
recurring revenues derived under software maintenance and
subscription contracts.

The negative outlook underscores the risks in timely attainment of
synergies, which will be the principal driver of anticipated
deleveraging and operating cash flow growth through 2014. The
outlook also reflects the potential challenges in growing new
license and subscription sales and sustaining maintenance revenue
retention rates during the integration process amid weak global
macroeconomic growth.

Moody's could stabilize RP Crown's ratings outlook if the company
demonstrates progress in improving profitability and operating
cash flow while maintaining organic revenue growth. The outlook
could change to stable if leverage reduces and Moody's believes
that RP Crown could sustain total debt to EBITDA (Moody's
adjusted) of less than 6.0x and free cash flow to debt of at least
5% of total debt. A rating upgrade is unlikely in the near term
given high financial leverage, integration risks and aggressive
financial policies by the private equity owners. However,
sustained organic revenue growth, material deleveraging to under
5.0x and free cash flow to debt in the high single digits,
combined with Moody's expectation that conservative financial
policies will be sustained could lead to an upgrade.

Conversely, Moody's could downgrade RP Crown's ratings if
projected improvements in profitability are materially delayed or
revenue growth falters. The ratings could be downgraded if RP
Crown's liquidity deteriorates or if Moody's believes that RP
Crown is unlikely to attain and maintain total debt-to-EBITDA
leverage below 6.5x and free cash flow remains weak at or below
the low single digit percentages of total debt by the end of 2014.

Moody's has assigned the following ratings:

Issuer: RP Crown Parent, LLC

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2

  $100 million Senior Secured First Lien Revolving Credit Facility
  due 2017 -- B1, LGD 3, 34%

  $1,450 million Senior Secured First Lien Term Loan due 2018 --
  B1, LGD 3, 34%

  $650 million Senior Secured Second Lien Term Loan due 2019 --
  Caa1, LGD 5, 87%

Rating Outlook: Negative

The following ratings will be withdrawn upon the closing of the
acquisition:

Issuer: RedPrairie Corporation

  Corporate Family Rating -- B2

  Probability of Default Rating -- B3

  $40 million Senior Secured Revolving Credit Facility -- B2, LGD
  3, 33%

  $360 million Senior Secured Term Loan - B2, LGD 3, 33%

Rating Outlook: Stable

Issuer: JDA Software Group, Inc.

  Corporate Family Rating -- B1

  Probability of Default Rating -- Ba3

  $275 million Senior Unsecured Notes due 2014 -- B1, LGD 4, 68%

Rating Outlook: Negative

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

RedPrairie and JDA have headquarters in Alpharetta, GA, and
Scottsdale, AZ, respectively. RedPrairie reported $383 million in
revenues for the last twelve months ended on June 2012. JDA's
revenues were $681 million for the twelve months ended September
30, 2012. Private equity firm New Mountain Capital will own a
majority interest in RP Crown.


RP CROWN: S&P Assigns Prelim 'B' CCR on JDA-RedPrairie Merger
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to RP Crown Parent LLC. The outlook is
stable.

"In addition, we assigned our preliminary 'B+' issue-level rating
to the company's proposed $1.45 billion senior secured first lien
term loan due 2018, and $100 million revolving credit facility due
2017. The preliminary '2' recovery rating indicates our
expectation of substantial recovery (70% to 90%) in the event of
payment default. We also assigned our preliminary 'CCC+' issue-
level rating to the company's senior secured second lien term loan
due 2019. The preliminary '6' recovery rating indicates our
expectation of negligible recovery (0% to 10%) in the event of
payment default," S&P said.

The company will use the proceeds, along with cash and new equity,
to acquire all outstanding shares of JDA common stock, to repay
existing debt at RedPrairie and JDA, and to pay transaction costs.

"The preliminary ratings on RP Crown Parent LLC reflect the
combined company's 'fair' business risk profile resulting from its
narrow product focus, its competitive market segment, and near
term integration risk, as well as its 'highly leveraged' financial
risk profile with pro forma leverage above 8x and modest free cash
flow expected in 2013," said Standard & Poor's credit analyst
Christian Frank. "Partially offsetting these factors are
meaningful recurring revenues and its diverse and entrenched
customer base, which we expect will allow the company to deliver
modest revenue growth. We expect meaningful cost synergies in 2013
to result in leverage in the mid-to-high 7x area," added Mr.
Frank.

"The merger will combine JDA's strength in supply chain planning
(demand forecasting and pricing) and RedPrairie's supply chain
execution capabilities (warehouse, workforce, transportation, and
multi-channel management) to create the no. three competitor in
the market for SCM software and position it as a best-of-breed,
end-to-end solution with strength in retail and manufacturing. The
company will be led by the current JDA CEO, who has a track record
of successfully integrating large scale acquisitions such as
Manugistics in 2006 and i2 in 2010. Competition in the SCM
software market is intense with SAP and Oracle holding a
meaningful share of the market, while the rest is highly
fragmented," S&P said.

"The stable outlook reflects our expectation that the combined
company's recurring revenue base will allow it to deliver modest
revenue growth, and that realized cost synergies will result in
leverage in the mid-to-high 7x area. The possibility of an upgrade
is limited by the company's highly leveraged financial profile and
modest expected free cash flow in 2013," S&P said.

"We could lower the rating if the company does not deleverage from
pro forma levels in 2013 due to integration challenges,
macroeconomic headwinds, or increased competition. We could also
lower the rating if these factors lead to negative free cash flow
or inadequate liquidity," S&P said.


SAAB AUTOMOBILE: Unique Cars Up for Auction in December
-------------------------------------------------------
Auctioneer KVD Kvarndammen announced here is now a unique
opportunity to acquire Saab cars that have never before been
available for sale.  These include cars where only a few examples
were ever made, as well as a number of cars of the models Saab
Automobile AB began to produce but which never made it on to the
market.  The auction, which includes 68 Saabs, starts today on KVD
Kvarndammen's market place http://www.kvdauctions.comand
concludes on 15-16 December.

The cars include two examples of the 9-3 Cabriolet Independence
Edition, the special model made in 2011 to celebrate Saab's first
year as an independent car manufacturer.  The intention was to
produce 366 cars, but production was stopped due to the bankruptcy
and today there are only 38 examples to be found in the world.

Saab has always had a unique position on the international market
and many customers have had a long and loyal relationship with the
brand.  Now that the last ever cars that were produced by Saab
Automobile AB are coming up for sale, we expect interest from Saab
enthusiasts all over the world," says Per Blomberg, Business Area
Manager of KVD Kvarndammen.

Also featured in the auction are 18 of just 30 9-5 NEW SportCombis
that were made and 29 of the 54 9-5 New Sedan 2012 models that
were built. Among them is the very last Saab 9-5 Sedan that was
fully finished in the factory at Trollhttan.  None of these models
has come onto the market.

Out of approximately 700 examples of Saab's last SUV, 9-4X, there
remain 10 in the auction. Among them are the car with chassis
number 1 for the European market.

In addition to these models are one of the three existing Saab 9-3
SportCombis in Sky Blue and also the Saab 9-5 Aero V6 300hp
automatic that was used as a company car by Victor Muller.

The auction has been commissioned by Saab's receivers in
bankruptcy.  The cars are being sold individually and bidding
takes place on KVD Kvarndammen's market place http://www.kvd.se
and http://www.kvdauctions.com/

            About Saab Automobile AB and Saab Cars N.A.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Jan. 30, 2012, more than 40 U.S.-based Saab dealerships filed
an involuntary Chapter 11 petition for Saab Cars North America,
Inc. (Bankr. D. Del. Case No. 12-10344).  The petitioners,
represented by Wilk Auslander LLP, assert claims totaling $1.2
million on account of "unpaid warranty and incentive reimbursement
and related obligations" or "parts and warranty reimbursement."
Leonard A. Bellavia, Esq., at Bellavia Gentile & Associates, in
New York, signed the Chapter 11 petition on behalf of the dealers.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

On Feb. 24, 2012, the Court granted Saab Cars NA relief under
Chapter 11 of the Bankruptcy Code.


SAGAMORE PARTNERS: Court OKs Cash Collateral Use Until Nov. 29
--------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida has authorized, in a fourteenth
interim order, Sagamore Partners, Ltd.'s continued access to the
cash collateral of secured lender JPMCC 2006-LDP7 Miami Beach
Lodging, LLC, until Nov. 29, 2012.

The secured lender, as with the prior interim cash collateral
orders, is granted replacement liens as adequate protection.  In
addition, the secured lender will receive from the Debtor interest
payments, calculated at the contract rate of 6.54%, based on the
outstanding principal amount of the prepetition debt, as provided
in the budget.  It is also an allowed superpriority administrative
expense claim under Section 507(b) of the Bankruptcy Code.

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  In its latest schedules, the Debtor disclosed $67,963,210
in assets and $52,060,862 in liabilities.  The petition was signed
by Martin W. Taplin, president of Miami Beach Vacation Resorts,
Inc., manager of Sagamore GP, LLC, general partner.

The Debtor has requested for an extension in its solicitation
period.  In July 2012, Bankruptcy Judge A. Jay Cristol denied
approval of the disclosure statement explaining its Plan of
Reorganization.  Pursuant to the Plan, the Debtor proposes to
reinstate the maturity date of its loan with JPMCC 2006-LDP7 Miami
Beach Lodging, with interest from the Effective Date of the Plan
at the loan's non-default interest rate; and cure monetary
defaults under the Loan by paying the Secured Lender unpaid
interest which has accrued on the Loan at the Interest Rate, but
not interest which has accrued on the Loan at the Default Rate.

According to Judge Cristol, to cure the Loan, the Debtor must
provide for the payment of all amounts due the Secured Lender
under the Loan Documents, including default interest. Absent such
payment, the Debtor may not treat the Secured Lender's claim as
unimpaired under the Plan.  Because, as presently structured, the
Plan does not provide for the payment of default interest to the
Secured Lender, the Plan is facially unconfirmable over the
objection of the Secured Lender and approval of the Disclosure
Statement is denied.

The U.S. Trustee has not appointed an official committee in the
case.


SAN BERNARDINO, CA: To Omit Payments on Pension Funds, Bonds
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the San Bernardino, California, city council met
a Nov. 30 deadline by adopting a budget that delays paying
$13 million to the California pension system and $3.4 million in
pension bonds sold in 2005.

                        About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SATCON TECHNOLOGY: NASDAQ to Complete Delisting of Common Stock
---------------------------------------------------------------
Satcon Technology Corporation was notified by The NASDAQ Stock
Market LLC Hearings Coordinator that NASDAQ, pursuant to its
obligations under NASDAQ Listing Rule 5830 and Rule 12d2-2 of the
Securities Exchange Act of 1934, will file a Form 25 with the
Securities and Exchange Commission to complete the delisting of
the Company's common stock.  The delisting becomes effective 10
days after the Form 25 is filed with the Commission, and upon that
effectiveness, the Company's common stock will be removed from
listing and registration on NASDAQ.  The Company's common stock
currently trades under the "SATCQ" symbol on the OTCQB
Marketplace.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

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


SATCON TECHNOLOGY: NASDAQ Files Form 25 to Delist Common Stock
--------------------------------------------------------------
The NASDAQ Stock Market LLC filed with the U.S. Securities and
Exchange Commission a Form 25 regarding the removal from listing
or registration of the common stock of Satcon Technology Corp.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

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


SATCON TECHNOLOGY: Court OKs Convertible Note Pact with Holder
--------------------------------------------------------------
The Bankruptcy Court entered an order approving a stipulation
between Satcon Technology Corporation and a certain holder of
a of $16,000,000 Subordinated Convertible Note issued on on
June 30, 2011.

On Nov. 14, 2012, the Company and the Holder entered into a
stipulation regarding the Note and agreed that, among other
things, the Company will honor the Holder's conversion notices
issued on and after the date an order is entered approving the
Stipulation by the Bankruptcy Court, at a conversion rate equal to
88% of the "Market Price" applicable on the conversion date, as
defined in Section 30(p) of the Note.  All pre-petition conversion
notices issued by the Holder to the Company for which shares of
the Company's common stock have not been issued will be deemed by
the parties to be withdrawn.

Pursuant to the Stipulation, the principal amount of the Note will
be reduced at the rate of $2.00 for every $1.00 of principal of
the Note subject to a conversion notice issued by the Holder to
the Company after the Approval Order is entered and the maximum
amount that the Holder will be permitted to claim in the Company's
bankruptcy cases will be the amount of $6.93 million, subject to
further reductions of principal as a result of conversions in
accordance with the Stipulation.  The Stipulation also provides
that the Holder will at no time own more than 4.99% of the
aggregate amount of issued and outstanding shares of Common Stock,
and that the Company will have the right to assert that compliance
with a given conversion notice will jeopardize the Company's tax
attributes in which case if the Holder and the Company disagree
about the Company's position, they may seek relief from the
Bankruptcy Court.

A copy of the Stipulation is available for free at:

                        http://is.gd/sjWWYU

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

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


SHEEHAN MEMORIAL: To Auction Assets on Nov. 29
----------------------------------------------
James Fink at Buffalo Business First reports the now-closed
Sheehan Memorial Hospital property and the eight acres of Michigan
Avenue land where it sits will be the subject of a Nov. 29
auction, which was ordered earlier this year by U.S. Bankruptcy
Court Western District Chief Carl Bucki.

Buffalo Business First reports that just a few days before a U.S.
Bankruptcy Court-ordered auction of its property is scheduled to
take place, interest remains strong for the property.

The report relates the auction, to be conducted by New York City-
based Madison Hawk Co., will be held at 11 a.m. in Chief Bucki's
courtroom.  The sale includes the five-story, 145,000-square-foot
recently closed hospital, the eight acres along Michigan Avenue
where it sits and all of its equipment and furnishings.  Chief
Bucki will have to review and approve any sale offer before the
deal can close.

The report says bidding will start at $2 million, based on a
stalking-horse offer made by MCG Real Estate Holdings LLC, an
affiliate of McGuire Development Co.  McGuire is believed to be
partnering with UNYTS -- formerly Upstate New York Transplant
Services -- which would then consolidate its functions into the
property.

The report notes pre-auction site inspections dates have been set
by Madison Hawk for 10 a.m. Nov. 28.  The inspection includes the
hospital, contents and eight-acre property.

"There has been a number of parties who have expressed an interest
in the property," the report quotes Garry Graber, a Hodgson Russ,
who is handling the Sheehan bankruptcy case.  McGuire, thus far,
has shown the most interest in buying the hospital, which closed
on May 31.

The report says proceeds from the sale will be used to pay
creditors.

According to the report, the property, which is listed in the
bankruptcy filing, as having a $3 million book value is listed as
one of the hospital's primary assets along with $3.3 million in
furnishings and equipment.  The hospital also has $3.17 million in
outstanding accounts receivables, according to the filing,
prepared by Mr. Graber.

Based in Buffalo, New York, Sheehan Memorial Hospital filed for
Chapter 11 bankruptcy protection on Aug. 24, 2012 (Bankr. W.D.
N.Y. Case No. 12-12663).  Judge Carl L. Bucki presides over the
case.  Garry M. Graber, Esq., at Hodgson, Russ, LLP, represents
the Debtor.  Sheehan disclosed $6.3 million in assets and
liabilities totaling nearly $5.5 million.


SIGNATURE STATION: Has Green Light to Use Regions Bank Cash
-----------------------------------------------------------
Signature Station reached an agreement with Regions Bank for the
Debtor's interim use of cash collateral.  Regions is owed $14.45
million, secured by the Debtor's property.

The Debtor owns and operates a 262-unit apartment complex known as
Alexander at Stonecrest (a Low Income Tax Credit Community)
located at DeKalb County, Georgia.  The property consists of 12
three-story apartment buildings with a swimming pool and sun deck.
The property is managed by Signature Management Corp., which is
76% owned by Chuck Smith, one of the owners of the general partner
of the Debtor.

The bankruptcy judge signed an interim order allowing the Debtor
interim access to cash collateral until Dec. 31, 2012.  The Debtor
has agreed to make adequate protection payments of $52,719 for
each 31-day monthly period and $51,018 for each 30-day monthly
period to Regions.

Signature Station filed a Chapter 11 petition (Bankr. N.D. Ga.
Case No. 12-75646) in Atlanta on Oct. 11, 2012.  The Debtor is a
Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B).
The Debtor estimated $10 million to $50 million in total assets
and liabilities.  The Debtor said that as of March 6, 2012, its
property was appraised for $18.8 million.  Howick, Westfall,
McBryan & Kaplan, LLP, serves as counsel to the Debtor.


SIX FLAGS: Moody's Affirms 'B1' CFR; Outlook Stable
---------------------------------------------------
Moody's Investors Service affirmed Six Flags Theme Parks Inc.'s
(Six Flags) B1 Corporate Family Rating (CFR) and changed the
rating outlook to stable from positive following the company's
announcement that it is planning to amend its credit facility to
provide greater flexibility to issue debt to fund additional
restricted payments by its parent, Six Flags Entertainment
Corporation (SFEC). Moody's updated the loss given default
assessments to reflect the current debt structure.

LGD Changes:

  Issuer: Six Flags Theme Parks Inc.

    Senior Secured Bank Credit Facility, Changed to LGD2 - 29%
    from LGD3 - 32% (no change to B1 rating)

Outlook Actions:

  Issuer: Six Flags Theme Parks Inc.

    Outlook, Changed To Stable From Positive

Ratings Rationale

Moody's expects SFEC will continue to improve its operating
performance over the intermediate term by driving season pass
sales and continuing to focus on yield management, although there
is moderate downside if the economy were to weaken given the
dependence on discretionary consumer spending. The proposed credit
facility amendment to permit incremental debt and restricted
payments nevertheless indicate an intent to operate at a higher
debt and leverage level. The rating outlook change to stable thus
reflects Moody's expectation that Six Flags will increase debt
such that its debt-to-EBITDA leverage (4.1x LTM 9/30/12
incorporating Moody's standard adjustments and the partnership
puts as debt) is above the level necessary for an upgrade.

Six Flags' B1 CFR reflects the sizable attendance and revenue
generated from the geographically diversified regional amusement
park portfolio, vulnerability to cyclical discretionary consumer
spending, high leverage, liquidity and funding risks associated
with minority holders' annual right to put their share of
partnership parks to SFEC, and event risk relating to control by a
group of opportunistic distressed debt/hedge fund investors. The
amusement park industry is mature and operators must compete with
a wide variety of leisure and entertainment activities to generate
consumer interest, with attendance growth in the low single digit
range expected over the next 3-5 years. The new management team
installed after SFEC/Six Flags emerged from bankruptcy has
implemented significant operational improvements to drive
meaningful earnings growth. Moody's believes ongoing operational
initiatives will continue to grow revenue and earnings over the
intermediate term. Moody's nevertheless believes debt-funded
shareholder distributions will increase debt-to-EBITDA leverage.

The SGL-4 speculative-grade liquidity rating reflects the risk
associated with funding minority interest puts should holders
exercise the maximum amount of potential obligations putable (the
puts are exercisable annually from March 31 through late April and
SFEC must fund any exercises by May 15th). Moody's believes
existing cash ($281 million as of 9/30/12, expected to drop to
roughly $100 million based on seasonal needs through March 2013)
and revolver capacity would not fully cover a full exercise of the
puts given the timing of the puts near the peak in seasonal cash
usage. Moody's assumes a full put exercise in the liquidity
analysis. However, put exercises closer to historical levels
(below $10 million annually except for $66 million in 2009) are
manageable within the company's internal cash resources and unused
revolver capacity. As a result, the liquidity rating would be
higher absent the puts.

The stable rating outlook reflects Moody's view that the company
will take advantage of the greater flexibility in the proposed
credit facility amendment and increase debt and leverage to levels
in line with expectations for the B1 CFR, although continued
operational improvements are expected absent significant economic
headwinds.

Downward rating pressure could result if acquisitions, cash
distributions to shareholders, ownership transitions, or declines
in attendance and earnings driven by competition or a prolonged
economic downturn lead to debt-to-EBITDA above 5.75x or CFO less
capital spending-to-debt of less than 4%. Ratings could also be
pressured if liquidity weakens - including if concerns arise
regarding the company's ability to meet partnership put
obligations -- or the company's financial policies become more
aggressive.

A good liquidity position including sufficient cash, projected
free cash flow and committed financing to fully cover potential
partnership park put exercises would be necessary for an upgrade.
Stable to improving operating performance and margins, management
of shareholder distributions within excess cash and free cash
flow, and a conservative leverage profile could position the
company for an upgrade. Increased financial capacity to manage
event risks such as debt-to-EBITDA in a low 4x range or lower and
strong CFO less capital spending-to-debt would be necessary for an
upgrade.

Six Flags' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Six Flags' core industry and
believes Six Flags' ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

SFEC, headquartered in Dallas, TX, is a regional theme park
company that operates 19 North American parks. The park portfolio
includes 15 wholly-owned facilities (including parks near New York
City, Chicago and Los Angeles) and three consolidated partnership
parks - Six Flags over Texas (SFOT), Six Flags over Georgia
(SFOG), and White Water Atlanta - as well as Six Flags Great
Escape Lodge, which is a consolidated joint venture. Six Flags
currently owns 53.0% of SFOT and approximately 29.7% of SFOG/White
Water Atlanta. Revenue including full consolidation of the
partnership parks and joint venture was approximately $1.06
billion for the LTM period ended 9/30/12.


SMF ENERGY: Shutts & Bowen Will Now Be Paid on Flat Fee Basis
-------------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida has modified the terms of employment and
compensation of Shutts & Bowen, LLP by SMF Energy Corporation,
et. al.

Under the terms of the modified order, the firm will now be
compensated on a flat fee rate of $7,500 a month for a period of
6 months beginning Sept. 1, 2012, through Feb. 28, 2013, plus an
additional 10% participation fee on all sums recovered on behalf
of the Debtors.

The Firm will also be compensated an additional 10% participation
fee on all sums recovered on collection matters on behalf of the
Debtors.

As reported in the TCR on July 3, 2012, SMF Energy obtained
permission from the Bankruptcy Court to employ Harold E.
Patricoff, Esq., and the law firm of Shutts & Bowen as special
collections counsel to the Debtors, with compensation on an hourly
basis in accordance with the law firm's ordinary and customary
hourly rates and actual and necessary out-of-pocket expenses.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.  SMF Energy disclosed
$16,387,456 in assets and $31,160,009 in liabilities as of the
Chapter 11 filing.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  Bayshore Partners, LLC,
serves as their investment banker.  The petition was signed by
Soneet R. Kapila, the CRO.

The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.  Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represent the creditors.

The Debtors entered into an agreement for Sun Coast Resources to
acquire assets associated with the Debtors' business in their
various operating locations in the State of Texas for $4 million,
absent higher and better offers.  The Texas assets yielded no
competing bids from other parties.  Competing bids were submitted
with respect to the assets and vehicle outside Texas, under which
Sun Coast was also the stalking horse bidder with a total offer of
$5 million.  The auction raised the value of the assets by $1.75
million.  The sales, which closed in June, generated $10.75
million.

The Debtors in August filed a Plan of liquidation.  Wells Fargo
Bank N.A., the secured lender, has been partly paid from the sale
proceeds, pursuant to the cash collateral order.  Holders of
unsecured claims estimated to total $5.7 million will recover up
to 70%.  Each holder of an unsecured claim not more than $1,000 or
who elect to reduce the claim to $1,000 will recover 100% in cash
on the effective date. Holders of equity interests will only
receive distributions after claimants are paid in full.


STEBNER REAL ESTATE: Court Approves Jeffrey B. Wells as Attorney
----------------------------------------------------------------
Stebner Real Estate, Inc., sought and obtained permission from the
U.S. Bankruptcy Court to employ Jeffrey B. Wells as attorney.

The Debtor said it requires the assistance of counsel so as to
enable it to properly perform its functions as debtor-in-
possession.

The Debtor is employing the firm of Jeffrey B. Wells as its
attorneys at the rate of $360 per hour for attorney's fees,
associate's rate of $280 per hour and $100 per hour for paralegal
fees under a general retainer to perform the services necessary
and desirable in the administration and reorganization of the
estate.

The Debtor paid a retainer to Jeffrey B. Wells in the amount of
$5,000 plus $1,039 to pay for the filing fee prior to the
bankruptcy petition.

Stebner Real Estate Inc., based in Scottsdale, Arizona, filed for
Chapter 11 bankruptcy (Bankr. W.D. Wash. Case No. 12-19825) on
Sept. 26, 2012.  Bankruptcy Judge Timothy W. Dore oversees the
case.  The Debtor estimated assets and debts of $10 million to
$50 million.  Derek Stebner, the president, signed the Chapter 11
petition.


TEXAS RANGERS: Ex-Owner Hicks Settles Charges Over Diverting Funds
------------------------------------------------------------------
Bloomberg News' Tom Korosec and Andrew Harris report that Tom
Hicks, the former owner of the Texas Rangers, settled litigation
with the baseball club's post-bankruptcy plan administrator.  Alan
M. Jacobs, the administrator, last year accused Mr. Hicks of
diverting "tens of millions" of dollars from the team toward the
purchase and development of parking lots near the Rangers'
Arlington ballpark.  State Judge Tonya Parker in Dallas had
ordered the parties to mediation in August.

Bloomberg says details of the settlement weren't included in court
filing.  According to Bloomberg, the accord is subject to formal
approval by lenders in the bankruptcy.

The report says the case had been scheduled to go to trial Dec. 3.

The case is Texas Rangers Baseball Partners v. Hicks, DC-11-10069,
116th Judicial District Court, Dallas County, Texas.

                        About Texas Rangers

Texas Rangers Baseball Partners owned and operated the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 10-43400) on May 24, 2010.  The
partnership filed simultaneously with the bankruptcy petition a
Chapter 11 plan that contemplated the sale of the club to an
entity formed by a group that includes the President of the Texas
Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and
minor league club owner.  In its petition, Texas Rangers Baseball
Partners said it had both assets and debt of less than $500
million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, served as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP acted as
conflicts counsel.  Parella Weinberg Partners LP served as
financial advisor.  Major League Baseball was represented by Sandy
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka PC.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28, 2010 against the two companies.  The two
companies were not included in the May 24 Chapter 11 filing of
TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010
confirmed the Debtor's fourth amended version of the Prepackaged
Plan of Reorganization.  The judge's confirmation order cleared
the way for a group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.  The Ryan group paid
$385 million in cash and assumed $208 million in liabilities.  The
Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction.


THQ INC: Has Forbearance with Wells Fargo Until Jan. 15
-------------------------------------------------------
THQ Inc. has entered into a forbearance agreement with Wells Fargo
Capital Finance, LLC.  Under the agreement, Wells Fargo has agreed
to forbear from exercising its rights and remedies against THQ and
its subsidiaries with respect to previous events of default under
its credit facility.  The period of the forbearance currently
extends to Jan. 15, 2013, during which time Wells Fargo has agreed
to make additional loans to the company subject to the terms and
conditions of the forbearance agreement.

Additionally, THQ has entered into exclusive negotiations with a
financial sponsor regarding financing alternatives which may
result in, among other things, significant and material dilution
to shareholders.  Information concerning the identity of the
sponsor, deal size, structure or timing will not be disclosed
until such time negotiations have concluded.  There can be no
assurance these negotiations will result in a transaction.

"We are pleased to have reached an agreement with Wells Fargo.
This agreement enables us to continue focusing on bringing our
games in development to market," said Brian Farrell, THQ's
chairman and chief executive officer.  "Meanwhile, we are
evaluating financial alternatives that will transition the company
into its next phase."

THQ also announced the resignation of Paul Pucino, executive vice
president and chief financial officer.  The Company is evaluating
its alternatives with respect to the Chief Financial Officer role,
and has retained FTI Consulting to assist its finance and
accounting team.

"We would like to thank Paul for his significant contributions
over the past four years and wish him well in his future
endeavors," commented Farrell.

A copy of the Forbearance Agreement is available at:

                        http://is.gd/u0336Q

                             About THQ

THQ Inc. (NASDAQ: THQI) is a leading worldwide developer and
publisher of interactive entertainment software.  The Company
develops its products for all popular game systems, personal
computers, wireless devices and the Internet.  Headquartered in
Los Angeles County, California, THQ sells product through its
network of offices located throughout North America and Europe.
More information about THQ and its products may be found at
http://www.thq.com/.

THQ's balance sheet at Sept. 30, 2012, showed $265.41 million in
total assets, $306.58 million in total liabilities and a $41.17
million total stockholders' deficit.


TRANSDIGM GROUP: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed TransDigm Group Inc.'s (NYSE: TDG) and
its indirect subsidiary TransDigm, Inc.'s (TDI) Issuer Default
Ratings at 'B' with a Stable Outlook.  In addition, Fitch also
affirmed the 'BB/RR1' ratings for TDI's term A loan and senior
secured credit facility and the 'B-/RR5' rating for TDI's senior
subordinated notes.  Approximately $4.3 billion of outstanding
debt is covered by these ratings.

TDG's ratings are supported by the company's strong free cash flow
(FCF; cash from operations less capital expenditures and
dividends), good liquidity, and financial flexibility which
includes a favorable debt maturity schedule.

TDG benefits from high profit margins and low capital
expenditures, diversification of its portfolio of products which
support a variety of commercial and military platforms/programs, a
large percentage of sales from a relatively stable aftermarket
business, its role as a sole source provider for the majority of
its sales, and management's history of successful acquisitions and
subsequent integration.  Fitch also notes that TDG does not have
material pension liabilities and has no other post-employment
benefit (OPEB) obligations.

Fitch's concerns include the company's high leverage, its long-
term cash deployment strategy which focuses on acquisitions, and
weak collateral support for the secured bank facility in terms of
asset coverage.  Additionally, Fitch is concerned with the risks
to core defense spending; however, this risk is mitigated by TDG's
relatively low exposure to the defense budget and by a highly
diversified and program-agnostic product portfolio.

Fitch notes that TDG is exposed to the cyclicality of the
aerospace industry, as it reported several quarters of organic
sales declines during fiscal 2009 and 2010 driven by lower demand
for aftermarket parts and by production cuts by commercial
original equipment manufacturers (OEMs).  While market cyclicality
is somewhat mitigated by growth from acquisitions, high margins
and sales diversification to the defense sector, the expected
decline in defense spending coupled with a possible downturn may
result in lower FCF.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
expected recovery for bank-debt holders remains 'RR1', indicating
recovery of 91% - 100%. The senior subordinated notes are 'RR5'
which reflects an expectation of recovery in the 11% - 30% range.

At November 2012, Fitch estimates TDG's leverage to be
approximately 5.4 times (x) up from approximately 4.6x as of Sept.
30, 2012.  The increased leverage is in line with the company's
historic leverage which typically fluctuates between approximately
4.5x and 6.0x, occasionally reaching higher than 7.0x. At the end
of fiscal 2012, TDG's leverage was approximately 4.6x, down from
5.6x at the end of fiscal 2011.  TDG's leverage decreased
significantly once the results of McKechnie Aerospace Holdings
Inc. (MAH) were included in consolidated financials, however, at
the beginning of fiscal 2011, leverage reached above 7.0x
immediately after the MAH acquisition.  As of Oct. 16, 2012, TDG
had pro forma debt of $4.3 billion, up from $3.6 billion at Sept.
30, 2012.  TDG's leverage is somewhat high for the rating;
however, it is mitigated by strong margins and positive FCF
generation. Fitch projects TDG's leverage to fluctuate between the
historical range of 4.5x to 6.0x.

At Sept. 30, 2012, TDG's liquidity consisted of $440 million in
cash and $303 million available under its revolver ($310 million
less $7.1 million in letters of credit), partially offset by $20.5
million in current amortization payments under the $2 billion term
loan.  Year-over-year TDG's liquidity increased by $64 million,
mostly due to an increase in cash from several acquisitions closed
during fiscal 2012 and 2011.  TDG does not have major maturities
until 2017. Fitch expects TDG to maintain a solid liquidity
position in fiscal 2013 and 2014.

In the fiscal year ended Sept. 30, 2012, TDG generated
approximately $385 million FCF, and Fitch expects FCF to decline
to approximately negative $250 million in 2013 driven by a special
dividend of $660 million.  Excluding special dividends paid in
fiscal 2010 and early fiscal 2013, TDG generates solid positive
FCF, aided by typically low capital spending and high margins.
Capital expenditures tend to be less than 2% of sales per year.
In fiscal 2011, FCF totaled $239 million, up from negative $220
million in fiscal 2010.

In 2011, TDG generated approximately $272 million in cash by
divesting two businesses.  Fitch does not expect significant cash
generation via divestitures going forward.  Fitch expects TDG to
generate more than $350 million of FCF in fiscal 2013 (excluding
special dividend).  Projected cash flows should be sufficient to
fund day-to-day operations while allowing the company the
flexibility to pursue modest future acquisitions.

Acquisitions are the main focus of TDG's cash deployment strategy.
In fiscal 2012, TDG made three acquisitions totaling $868 million
compared $1.7 billion spent on acquisitions in 2011.  TDG
announced an additional acquisition in the first fiscal quarter of
2013 totaling approximately $236 million. Historically, TDG had
not paid regular annual dividends to its shareholders and had not
engaged in significant share repurchases, though TDG's board
authorized a $100 million share repurchase program on Aug. 22,
2011.  As mentioned above, in November 2012, after the end of the
company's fiscal year, TDG completed a special dividend (including
dividend equivalent payment) of approximately $700 million funded
by two new debt issuances totaling $700 million.  Fitch expects
TDG will continue to focus its cash deployment on acquisitions, or
special dividends if the company does not find suitable
acquisition targets.

TDG is exposed to three business sectors: commercial airplane
original equipment (OE), commercial aftermarket and defense (both
original equipment and aftermarket).  TDG's sales growth rates
during the latest economic downturn were primarily driven by the
acquisitions and the stability of defense spending which
significantly moderated year over year organic sales declines in
commercial OE and aftermarket sales.

Fitch considers the conditions within the industry to be
supportive of the rating.  Commercial aerospace markets have grown
over the past year with increased production by major OE
manufacturer's and solid aftermarket activity.  The industry's
long-term health is supported by a growing global demand for air
travel, and increasing demand for fuel efficient and lighter
weight modern planes.  TDG's has a niche position in the market
due to the proprietary nature of many of the company's products
and as a result, its ability to maintain high margins.

Approximately 23% of TDG's revenues are derived from the defense
industry.

U.S. defense spending has been on an upward trend for more than a
decade, but the fiscal 2012 and fiscal 2013 budgets represent a
turning point, with spending beginning to turn down in fiscal
2013, even excluding war spending, albeit from very high levels.
The fiscal 2012 Department of Defense (DoD) base budget is up less
than 1% compared to fiscal 2011, and the requested base budget for
fiscal 2013 is down 1% to $525 billion.  Fiscal 2013 Modernization
Spending (procurement plus research and development [R&D]), the
most relevant part of the budget for defense contractors, is down
4%, the third consecutive annual decline by Fitch's calculations.

The overhang of potential automatic cuts beginning in early 2013
related to the 'sequestration' situation adds to the uncertainty
faced by defense contractors in the current environment.  The U.S.
defense outlook will be uncertain and volatile over the next one
to two years, and program details will be needed to evaluate the
full effect on TDG's credit profile.

On Sept. 14, 2012, the Office of Management and Budget issued a
Sequestration Transparency Act report detailing the potential
impact of sequestration on funding reductions for both defense and
nondefense budget accounts.  The report assessed that unless the
sequestration law is changed, the DoD budget will be cut by
approximately $52 billion in fiscal year (FY) 2013.  Budget cuts
to Modernization Spending would be expected to account for
approximately $23 billion or nearly 44% of the cuts despite
comprising only 29% of the total DoD budget.  The majority of the
remaining cuts will be in the Operations and Maintenance account.
Should sequestration occur, the cuts in Modernization Spending
could be partly mitigated by low outlay rates during the first
year for the majority of Procurement and R&D programs.

TDG's exposure to DoD spending is mitigated by a highly
diversified portfolio of products and by high aftermarket content
which could actually be a positive factor if DoD determines to
prolong lives of existing equipment to cope with cuts in
procurement.

What Could Trigger A Rating Action:

Fitch may consider a positive rating action if the company
maintains its leverage level within the range of 4.5x to 5.6x
along with its strong revenue growth and high cash generation.  A
positive rating action will be contingent upon clarity in DoD
spending going forward and the corresponding impact on the
company's revenues.  A negative rating action may be considered
should the company significantly increase its current leverage due
to aggressive acquisition(s); if the global economy weakens; or
defense spending cuts have a more significant impact on the
company's earning and FCF than currently anticipated.

Fitch has affirmed the following ratings:

TDG:

  -- Long-term IDR at 'B'.

TDI:

  -- IDR at 'B';
  -- Senior secured revolving credit facility at 'BB/RR1';
  -- Senior secured term loan at 'BB/RR1';
  -- Senior subordinated notes at 'B-/RR5'.

The Rating Outlook is Stable.


TRIBUNE CO: Syndicating $1.4 Billion Loans to Exit Chapter 11
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tribune Co. is syndicating a $1.1 billion term loan
and a $300 million asset-backed revolving credit to finance
emergence from bankruptcy reorganization.  The banks arranging the
financing include JPMorgan Chase & Co., Bank of America Corp.,
Citigroup Inc., Credit Suisse Group AG and Deutsche Bank AG.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: S&P Gives Prelim. 'BB-' CCR; Rates New $1BB Debt 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Chicago, Ill.-based
Tribune Co. a preliminary 'BB-' corporate credit rating. The
outlook is stable.

"At the same time, we assigned Tribune's proposed $1.1 billion
first-lien term loan due 2019 a preliminary 'BB+' issue-level
rating (two notches higher than the corporate credit rating), with
a recovery rating of '1', indicating our expectation for very high
(90% to 100%) recovery for debtholders in the event of a payment
default," S&P said.

The company will use proceeds of the term loan to partially fund
creditor claims.

"The preliminary ratings are subject to Tribune's timely emergence
from bankruptcy and the consummation of its plan of reorganization
remaining in line with our expectations. Moreover, these ratings
are also subject to review of the final loan documentation," S&P
said.

"We view Tribune's business risk profile as 'fair,' mainly
reflecting our view that television broadcasting has become a much
larger portion of the company's EBITDA and offers a significant
element of stability to profitability and cash flow,
notwithstanding the unfavorable fundamentals of the newspaper
business," said Standard & Poor's credit analyst Jeanne Shoesmith.

"The business risk profile is also supported by a stream of cash
distributions from the company's equity investments, most notably
a 31% stake in Television Food Network, G.P., a 32% state in
CareerBuilder, LLC, and a 28% stake in Classified Ventures, LLC.
Despite the company's relatively moderate leverage, we consider
Tribune's financial policy as 'aggressive' given the uncertainty
surrounding the company's board and management composition,
financial policy, and business plans upon emergence. For the same
reasons, we currently view the management and governance of the
Tribune on emergence from bankruptcy as 'weak.' We expect the
company's equity owners will be eager to monetize their
investments following Tribune's emergence from bankruptcy, which
could entail dividends financed by debt and/or asset sales," S&P
said.


UNIGENE LABORATORIES: Further Delays 10-Q Over Accounting Issues
----------------------------------------------------------------
Unigene Laboratories, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the period ended Sept. 30, 2012.

While reviewing its draft Form 10-Q for the quarter, Unigene
identified a potential issue in its historic methodology of
accounting for a non-cash embedded derivative liability related to
its senior secured convertible notes issued on March 16, 2010.  As
a result, the Company was unable to finalize and file its Form 10-
Q within the extended filing deadline provided for by the U.S.
Securities and Exchange Commission of Nov. 21, 2012.

The accounting issue relates to the following:

   (A) At the time the aforementioned senior secured convertible
       notes were issued, the Company recorded a derivative
       liability at fair value in its financial statements because
       the Company did not have sufficient authorized shares to
       effectuate full conversion of the notes; and

   (B) in June 2010, after additional authorized shares were
       approved, the Company reversed the liability.

The Company believes the liability should not have been reversed
and should have been marked to fair value for each reporting
period dating back to the quarter ended June 30, 2010, because the
conversion option on the senior secured convertible notes
represents an embedded derivative liability in accordance with
U.S. Generally Accepted Accounting Principles.  The Company and
its advisors are in the process of assessing the potential issue
and its related impact on the Company's financial statements.
However, based on the current status of this review, the Company
anticipates that it will likely need to restate its financial
statements for prior reporting periods.

As a result of the ongoing review, the Company will require
additional time to complete its analysis and to determine the
extent of the corrections that may be required to properly present
its historical financial statements.  Other effects on previously
issued financial statements are also possible.  The Company cannot
currently quantify the potential impact of the restatement.

The Company has engaged a valuation specialist to assist in
determining the fair value of the derivative liability during the
periods believed to be impacted by the accounting error.  At
present, the Company is unable to provide a reasonable estimate of
the impact of the error to the results of operations for the
three- and nine-month periods ended Sept. 30, 2011, as the
assessment has yet to be completed.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at June 30, 2012, showed $11.69
million in total assets, $77.56 million in total liabilities and a
$65.87 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.

                        Bankruptcy Warning

Under the Company's amended and restated March 2010 financing
agreement with Victory Park Management, LLC, so long as the
Company's outstanding note balance is at least $5,000,000, the
Company must maintain a minimum cash balance equal to at least
$2,500,000 and its cash flow must be at least $2,000,000 in any
fiscal quarter or $7,000,000 in any three consecutive quarters.

"Without additional financing, we will not be able to maintain a
minimum cash balance of $2,500,000, or maintain an adequate cash
flow, in order to avoid default in periods subsequent to
September 30, 2012," the Company said in its quarterly report for
the period ended June 30, 2012.  "As a result, we will be in
default under the financing agreement, which would result in the
full amount of our debt owed to Victory Park becoming immediately
due and payable.  Even if we are able to raise cash and maintain a
minimum cash balance of at least $2,500,000 through the March 2013
maturity date, there is no assurance that the notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Victory Park debt when it comes due.  There can be no
assurance that new financings will be available on acceptable
terms, if at all.  In the event that we default, Victory Park
could retain control of the Company and will have the ability to
force us into involuntary bankruptcy and liquidate our assets."


VERSO PAPER: S&P Cuts CCR to 'B-' on Tough Paper Market Conditions
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Memphis, Tenn.-based coated-paper manufacturer Verso
Paper Holdings LLC (Verso Paper) to 'B-' from 'B'. The outlook is
stable.

"At the same time, we lowered our issue-level rating on the
company's $150 million asset based lending facility due 2017, $50
million revolving credit facility due 2017, and $345 million
senior secured 11.75% notes due 2019 to 'B+' (two notches higher
than the corporate credit rating) from 'BB-'. We have also lowered
our issue-level rating on Verso Paper's $271.6 million senior
secured 11.75% notes to 'B-' (the same as the corporate credit
rating) from 'BB-' and have revised our recovery rating on these
notes to '4' from '1'. We also lowered our issue-level rating on
the company's $396 million senior secured 8.75% notes due 2019,
$142.5 million subordinated 11.375% notes, and Verso Paper Finance
Holdings LLC's senior unsecured term loan to 'CCC' (two notches
below the corporate credit rating) from 'CCC+'," S&P said.

"The downgrades and revisions follow our revised assessment of
Verso Paper's business risk profile as 'vulnerable' and
expectations that credit metrics will be more consistent with a
'B-' corporate credit rating throughout 2013," said Standard &
Poor's credit analyst Tobias Crabtree. "We have revised our
business risk profile to reflect the significant challenges facing
the North American coated paper industry in the weak economic
environment ahead which could lead to an acceleration of
consumption shifting away from print media to electronic media.
The downgrade also reflects the company's significant debt burden
and our expectations that interest coverage will remain weak at
1.5x or below throughout 2013."

"The 'B-' corporate credit rating on Verso Paper reflects Standard
& Poor's view of the combination of its 'highly leveraged'
financial risk and vulnerable business risk. The highly leveraged
financial risk profile reflects the company's significant debt
burden, cyclical cash flows, and weak forecasted credit metrics.
Verso Paper continues to face significant risks associated with
North American coated paper markets, which are subject to periods
of overcapacity and structurally declining demand due to the
ongoing shift to digital media. In addition, sluggish economic
growth prospects over the next year in North America are likely to
curtail growth in advertising spending, which in turn has a
negative effect on coated paper consumption. Our ratings also
incorporate the company's limited product diversity and
vulnerability to fluctuations in input costs (including chemicals,
wood, and energy) and selling prices," S&P said.

"The stable rating outlook reflects our view of Verso Paper's
adequate liquidity and expectation that EBITDA and credit metrics
will modestly improve in 2013 from its Sept. 30, 2012 trailing
twelve month level. Our adequate liquidity assessment contemplates
the company being able to successfully repay or refinance its
upcoming term loan maturity in February 2013 and recognizes the
extension of a significant portion of debt maturities in early
2012," S&P said.

"A downgrade could occur if the company's liquidity position were
to become less than adequate, which could result from an inability
to repay or refinance its 2013 maturity or interest coverage
declining to below 1x. For this to occur forecasted 2013 EBITDA
would have to be sustained around $130 million to $140 million,
which would likely result in continued operating losses and
negative free cash flow. Under this scenario, liquidity would
likely weaken and the company would likely need to rely of
borrowings under its revolving credit facilities to fund operating
requirements," S&P said.

"We view an upgrade as unlikely over the next 12 to 18 months
given the low probability that Verso Paper's EBITDA could increase
to a level such that the company could generate sustained positive
free cash flow, improve interest coverage to 2x, and leverage to
below 5x. For this to occur, EBITDA would have to be sustained
around $260 million to $270 million, or approximately 35% above
our 2013 forecast," S&P said.


VITRO SAB: Reviewing Alternatives After 5th Circuit Ruling
----------------------------------------------------------
Vitro S.A.B. de C.V. disclosed that the U.S. Fifth Circuit Court
of Appeals in New Orleans, Louisiana, has affirmed the Bankruptcy
Court's ruling that denied enforcement of the Company's Mexican
restructuring plan in the U.S. under Chapter 15 of the U.S.
Bankruptcy Code.

"We are disappointed by the Fifth Circuit Court's decision in this
matter.  The refusal to reverse the Bankruptcy Court's decision
and enforce Vitro's Mexican restructuring in the U.S. is contrary
to prior Mexican restructurings, which have been recognized and
enforced in the U.S. without exception, including several
restructurings which were very similar to Vitro's in their
treatment of intercompany claims and modification of non-debtor
subsidiary guarantees," said Claudio Del Valle, Vitro's Chief
Restructuring Officer.

Mr. Del Valle further added: "While we analyze the Circuit Court's
ruling and consider our possible legal next steps in order to have
our restructuring plan enforced in the U.S. as it has been in
Mexico, we are also prepared to continue serving our U.S.
customers due to the fact that our main subsidiary is protected by
a separate and distinct Concurso proceeding. In Vitro's 100-year
history we have overcome many challenges, and this will be no
exception."

Vitro's financial restructuring was fully consistent with Mexican
law, which has been consistently recognized and respected in the
U.S. legal system.  The dissident funds' attack on the use of
intercompany debt in Vitro's financial restructuring is simply an
attempt to create an appearance of impropriety using baseless
accusations.  In fact, the dissident funds chose to ignore the
well-established and clear principle that all claims are treated
equally and permitted to vote under Mexican bankruptcy law, even
if they are held by an entity related to the debtor.  This
principle is similar to the insolvency regimes in several other
countries, including the UK, Australia, and Italy.

On Friday, Nov. 23, 2012, the Second Circuit Court in the City of
Monterrey, Mexico issued a decision, (notified Nov. 26, 2012),
regarding the appeals by certain dissident bondholders and Vitro
with respect to the ruling recognizing and establishing the
priority of claims in the prepackaged Mexican Concurso proceeding
commenced by the Company and a majority of its creditors.  The
judge ruled that the dissident bondholders' grievances were
without merit, and also affirmed Vitro's challenge regarding the
calculation of interest the bondholders are attempting to collect.

The group of highly sophisticated short-term investors who are
very familiar with, and specialize in bankruptcy litigation,
invested in Vitro's distressed debt either after or shortly before
Vitro announced its intention to enter a judicial restructuring
process in Mexico in a calculated attempt to maximize their
profits by seeking to disrupt that process and sidestep Mexican
law.

Despite receiving one of the highest recoveries in the history of
successful reorganizations in Mexico, the dissident funds have
continued to intentionally risk the destruction of Vitro's
businesses for the mere prospect, not guarantee, of a slightly
higher return on their investment.  The dissident fund investors
are sophisticated investors, the vast majority of whom purchased
their bonds with full knowledge of Vitro's restructuring plans.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.


VITRO SAB: Beats Bondholders on Appeal in Mexican Court
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB defeated bondholders in a Mexican court on
some of their appeals objecting to parts of the Mexican
glassmaker's bankruptcy reorganization plan.  Holders of 60% of
Vitro bonds persuaded a U.S. Bankruptcy Court in Dallas to rule
that the Mexican reorganization plan is defective and can't be
enforced in the U.S. Vitro appealed and is awaiting a decision
from the U.S. Court of Appeals in New Orleans.  The appeals court
heard argument in early October.

The appeal in the Circuit Court is Vitro SAB de CV v. Ad Hoc Group
of Vitro Noteholders (In re Vitro SAB de CV), 12-10689, 5th U.S.
Circuit Court of Appeals (New Orleans).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.


WALLACE & GALE: Trust Blocks Suits for Asbestos Injuries
--------------------------------------------------------
The Court of Special Appeals of Maryland affirmed the decision of
the Circuit Court for Baltimore City granting summary judgment in
favor of The Wallace & Gale Asbestos Settlement Trust in a
consolidated case in which personal representatives of the estates
of four decedents were seeking to hold the Trust liable for paying
a portion of judgments previously entered in favor of the
representatives in earlier asbestos litigation.  In 1984, W & G
filed for Chapter 11 bankruptcy protection, and as a consequence,
was not a party to the four asbestos cases at the time when the
representatives obtained judgments against other parties.

The Wallace & Gale Asbestos Settlement Trust is the successor to
Wallace & Gale, a Baltimore-based insulation contractor that
installed asbestos-containing products at various locations in the
Baltimore region, including at Bethlehem Steel facilities.  The
Trust moved for Summary Judgment against various asbestos
plaintiffs on the grounds that their cases have been tried to
final judgment against other defendants, while Wallace & Gale was
in bankruptcy.  The Plaintiffs oppose the Motions claiming they
should be permitted to recover additional money for the same
injury from the Trust.

Wallace & Gale remained under the protection of the Bankruptcy
Court until 2006. When that Court confirmed their Plan, the
Company emerged in the form of the Trust, an entity whose only
potential assets were insurance policies that could fund the Trust
in order to pay asbestos claims.

According to the Maryland Appeals Court, the circuit court
correctly ruled that final judgment rule precludes further
litigation seeking further compensation for the same injuries from
further defendants. The circuit court did not err in granting the
Trust's motion for summary judgment.

The case is CHARLES T. BRANNAN, JR., et al., v. WALLACE & GALE
ASBESTOS SETTLEMENT TRUST, No. 2287, September Term 2012 (Md. App.
Ct.).  A copy of the Court's Nov. 26, 2012 Opinion is available at
http://is.gd/CtxQhPfrom Leagle.com.


WILLDAN GROUP: Reports $787,000 Net Income in Third Quarter
-----------------------------------------------------------
Willdan Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q recording net income
of $787,000 on $21.54 million of contract revenue for the three
months ended Sept. 28, 2012, compared with net income of $2.16
million on $28.60 million of contract revenue for the three months
ended Sept. 30, 2011.

For the nine months ended Sept. 28, 2012, the Company reported a
net loss of $17.60 million on $70.49 million of contract revenue,
compared with net income of $2.61 million on $77.15 million of
contract revenue for the same period a year ago.

The Company's balance sheet at Sept. 28, 2012, showed $42.38
million in total assets, $25.38 million in total liabilities and
$17 million in total stockholders' equity.

Tom Brisbin, Willdan's chief executive officer, stated: "While our
third quarter revenue declined, we had a profitable quarter and
generated solid cash flow from operations.  We managed our
expenses carefully during the quarter and three of our four
segments were profitable."

                 Liquidity and Capital Resources

Willdan had $9.2 million in cash and cash equivalents at Sept. 28,
2012, compared with $3 million at Dec. 30, 2011.  Willdan has a $5
million bank revolving line of credit with Wells Fargo Bank,
National Association, with $3 million in outstanding borrowings at
the quarter's end.

Willdan is currently in breach of the net income covenant in its
revolving line of credit because it did not have net income of at
least $250,000 measured on a rolling four quarter basis and it
sustained net losses for two consecutive quarters in the past
year.  Additionally, Willdan's ratio of funded debt to EBITDA
exceeds the limits permitted under the line of credit.  Because of
these covenant breaches, Willdan's ability to borrow additional
funds under the line of credit is currently subject to Wells
Fargo's discretion.  Although Willdan is seeking a waiver from
Wells Fargo for the current breach of the covenants and is seeking
to amend certain covenants in the credit agreement, Wells Fargo is
not obligated to provide any waiver or modify the terms of the
agreement and could choose to increase the interest rate of the
outstanding indebtedness, accelerate the loans outstanding under
the line of credit or terminate its commitments under the line of
credit.

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

                        http://is.gd/ZZJqWS

Anaheim, California-based Willdan Group, Inc., is a provider of
professional technical and consulting services to public agencies
at all levels of government, public and private utilities, and
commercial and industrial firms.  It enables these entities to
provide a wide range of specialized services without having to
incur and maintain the overhead necessary to develop staffing in-
house.


* Moody's Says Private Equity Firms Raise Risks for Creditors
-------------------------------------------------------------
Private equity firms have been exploiting investors' willingness
to lend to speculative-grade companies, Moody's Investors Service
says in a new report, "It's Risk-On for Private Equity." Higher
yields are drawing investors to riskier structures at a time when
interest rates remain at historical lows as the Fed seeks to
stimulate the US economy.

"The wide availability of credit for even the lowest-rated US
companies is presenting an opportunity for private equity firms to
extract dividends, exit their investments and increase financial
flexibility at sponsored companies," says Senior Vice President
Christina Padgett.

Covenant-lite loans, secondary buyouts and debt-funded dividend
recaps at high leverage have all been prevalent amid this year's
strong high-yield bond issuance, Ms. Padgett says. Indeed,
covenant-lite has become the "transaction de jour" as a
consequence of strong demand in the syndicated loan market. And
private equity is present in almost 90% of all new cov-lite deals.

"Cov-lite loans provide excess flexibility to sponsored companies,
leaving them free to take risks and postpone default," Ms. Padgett
says. "This may leave less recovery value for subordinated
debtholders, who experience a higher proportion of losses in a
default." In addition, bondholders cannot rely on bank debt to
govern cov-lite issuers' financial policies, she notes, as their
interests are often not aligned.

Secondary buyouts have become increasingly prevalent in the past
few years, a trend Moody's expects to continue as long as private
equity is under pressure to invest available capital and,
coincidentally, to sell existing investments and generate returns.
And leverage is rising, with recent buyouts at Party City and AMC,
for example, occurring at more than 7 times.

Similarly, debt-funded dividend recaps are occurring at higher
leverage, with levels of more than 6 times matching those seen
before the financial crisis, a further sign of investors'
willingness to take on more risk for higher returns.


* Moody's Sees Stable Performance for Industrial REITs in 2013
--------------------------------------------------------------
U.S. Industrial Real Estate Investment Trusts (REITs) rated by
Moody's Investors Service will experience stable to positive
portfolio performance over the next nine to 12 months, continuing
the trend of improved same-property net operating income from the
third quarter of 2012. Positive credit trends, including low new
property supply, solid tenant quality, diversification and high
retention rates, are noted in a new Moody's report, "Industrial
REITs: Stable Rating Outlook, Slowly Improving Fundamentals."

Moody's rates four industrial REITs: Duke Realty (Baa2, Stable
Outlook), First Industrial (Ba3, Positive Outlook), Liberty
Property (Baa1, Stable Outlook), and Prologis (Baa2, Stable
Outlook).

Credit metrics for the rated industrial REITs have improved year
to date, and Moody's expects their metrics to continue to improve
into 2013. "Our rating outlook for the industrial REITs is
stable," says Phillip Kibel, a Moody's senior vice president and
author of the report. "Rated industrial REITs still have large
unencumbered portfolios with good quality assets and modest on-
balance-sheet secured debt levels."

A need for additional leasing to stabilize current development
pipelines, coupled with large debt maturities over the next two
years, present some risks, says the Moody's report. However, it
concludes that those risks are mitigated by the availability of
plentiful cost-effective capital. "We do not expect any negative
rating actions over the next 12 to 18 months assuming no dramatic
economic shifts or exogenous events," says Moody's Kibel.

Macroeconomic uncertainties, given the European debt crisis,
slowing growth in China and the approaching US "fiscal cliff,"
continue to produce headwinds for the sector, according to the
rating agency. "We anticipate industrial real estate fundamentals
will stabilize over the next nine to twelve months, assuming no
recession in the US and no large sovereign defaults in Europe,"
says Kibel.


* 7th Circuit Appoints Thomas Lynch as N.D. Ill. Bankruptcy Judge
-----------------------------------------------------------------
The Seventh Circuit Court of Appeals appointed Bankruptcy Judge
Thomas M. Lynch to a fourteen-year term of office in the Northern
District of Illinois, effective January 1, 2013, (vice, Barbosa).

          Honorable Thomas M. Lynch
          United States Bankruptcy Court
          Stanley J. Roszkowski U.S. Courthouse
          327 South Church Street, Chambers 4100
          Rockford, IL 61101
          Telephone: 815-987-4366
          Fax: 815-987-4313

          Law Clerks: John Hardison
          Telephone: 815-987-4219

          Judicial Assistant:

          Kimberly Conrad
          Telephone: 815-987-4366

          Term expiration: December 31, 2027


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Alexander Hamden
   Bankr. D. Ariz. Case No. 12-25058
      Chapter 11 Petition filed November 20, 2012

In re Jacqueline Rodriguez
   Bankr. C.D. Calif. Case No. 12-23296
      Chapter 11 Petition filed November 20, 2012

In re Nabih Mansour
   Bankr. C.D. Calif. Case No. 12-48622
      Chapter 11 Petition filed November 20, 2012

In re Mario Trutanic
   Bankr. C.D. Calif. Case No. 12-48663
      Chapter 11 Petition filed November 20, 2012

In re Jorge Rodriguez
   Bankr. C.D. Calif. Case No. 12-48684
      Chapter 11 Petition filed November 20, 2012

In re Victor Farias
   Bankr. C.D. Calif. Case No. 12-48688
      Chapter 11 Petition filed November 20, 2012

In re JVTCM Care, LLC
        dba Harmony Home Care
   Bankr. N.D. Calif. Case No. 12-49353
     Chapter 11 Petition filed November 20, 2012
         See http://bankrupt.com/misc/canb12-49353.pdf
         represented by: Matthew D. Metzger, Esq.
                         BELVEDERE LEGAL, APC
                         E-mail: mmetzger@belvederelegal.com

In re Dilip Basu
   Bankr. N.D. Calif. Case No. 12-58344
      Chapter 11 Petition filed November 20, 2012

In re Jeffrey Cadan
   Bankr. D. Conn. Case No. 12-52079
      Chapter 11 Petition filed November 20, 2012

In re Michael Brown
   Bankr. D. D.C. Case No. 12-00771
      Chapter 11 Petition filed November 20, 2012

In re Thomas Sivertsen
   Bankr. M.D. Fla. Case No. 12-17524
      Chapter 11 Petition filed November 20, 2012

In re Bavaro Pinecrest, LLC
   Bankr. M.D. Fla. Case No. 12-17555
     Chapter 11 Petition filed November 20, 2012
         See http://bankrupt.com/misc/flmb12-17555.pdf
         represented by: Todd V. Mackey, Esq.
                         MACKEY LAW FIRM
                         E-mail: mackeylawfirm@yahoo.com

In re Alpha Metal Recycling LLC
   Bankr. S.D. Fla. Case No. 12-37923
     Chapter 11 Petition filed November 20, 2012
         See http://bankrupt.com/misc/flsb12-37923.pdf
         represented by: Brian S. Behar, Esq.
                         BEHAR, GUTT & GLAZER, P.A.
                         E-mail: bsb@bgglaw.net

In re Restoration Tabernacle Inc.
   Bankr. N.D. Ga. Case No. 12-43502
     Chapter 11 Petition filed November 20, 2012
         See http://bankrupt.com/misc/ganb12-43502.pdf
         represented by: Kenneth Mitchell, Esq.
                         GIDDENS, MITCHELL & ASSOCIATES, P.C.
                         E-mail: kmitchell@gdmpclaw.com

In re Life Essential-Rafiki, Inc.
   Bankr. N.D. Ga. Case No. 12-78958
     Chapter 11 Petition filed November 20, 2012
         See http://bankrupt.com/misc/ganb12-78958.pdf
         represented by: Randall Kea Strozier, Esq.

In re Advanced Iron Work, Inc.
   Bankr. N.D. Ill. Case No. 12-45833
     Chapter 11 Petition filed November 20, 2012
         See http://bankrupt.com/misc/ilnb12-45833.pdf
         represented by: Jeffrey K. Paulsen, Esq.
                         THE LAW OFFICE OF WILLIAM J. FACTOR, LTD.
                         E-mail: jpaulsen@wfactorlaw.com

                                - and ?

                         William J. Factor, Esq.
                         THE LAW OFFICE OF WILLIAM J. FACTOR, LTD.
                         E-mail: wfactor@wfactorlaw.com

In re Billy Martin
   Bankr. W.D. Ky. Case No. 12-11552
      Chapter 11 Petition filed November 20, 2012

In re The English Tea Room, LLC.
   Bankr. E.D. La. Case No. 12-13451
     Chapter 11 Petition filed November 20, 2012
         See http://bankrupt.com/misc/laeb12-13451.pdf
         represented by: Markus E. Gerdes, Esq.
                         GERDES LAW FIRM, L.L.C.
                         E-mail: gerdeslaw@i-55.com

In re Anibal Velasquez
   Bankr. D. Mass. Case No. 12-19208
      Chapter 11 Petition filed November 20, 2012

In re Shammas Real Estate Inc.
   Bankr. E.D. Mich. Case No. 12-65483
     Chapter 11 Petition filed November 20, 2012
         See http://bankrupt.com/misc/mieb12-65483p.pdf
         See http://bankrupt.com/misc/mieb12-65483c.pdf
         represented by: Edward J. Gudeman, Esq.
                         GUDEMAN & ASSOCIATES, PC
                         E-mail: ejgudeman@gudemanlaw.com

In re Craig Spruill
   Bankr. E.D. Mo. Case No. 12-51176
      Chapter 11 Petition filed November 20, 2012

In re Edwin Vargas Hernandez
   Bankr. D.P.R. Case No. 12-09211
      Chapter 11 Petition filed November 20, 2012

In re Almodovar Mortuary, Inc.
        dba Almodovar Montilla Funeral Home
   Bankr. D.P.R. Case No. 12-09245
     Chapter 11 Petition filed November 20, 2012
         See http://bankrupt.com/misc/prb12-09245.pdf
         represented by: Ada M. Conde, Esq.
                         E-mail: condelawpr@gmail.com

In re A & R BAR B Q
   Bankr. W.D. Tenn. Case No. 12-32572
     Chapter 11 Petition filed November 20, 2012
         See http://bankrupt.com/misc/tnwb12-32572.pdf
         represented by: Chasity Sharp, Esq.
                         SHARP LEGAL GROUP
                         E-mail: csharp@sharplegalgroup.com

In re Anthony Benyola
   Bankr. E.D. Wash. Case No. 12-04966
      Chapter 11 Petition filed November 20, 2012

In re Nickolas and Tiffany Formiller
   Bankr. E.D. Wis. Case No. 12-36610
      Chapter 11 Petition filed November 20, 2012

In re Joseph and Susan Formiller
   Bankr. E.D. Wis. Case No. 12-36612
      Chapter 11 Petition filed November 20, 2012

In re Oak Ridge Preserve, LLC
   Bankr. C.D. Calif. Case No. 12-20219
     Chapter 11 Petition filed November 21, 2012
         See http://bankrupt.com/misc/cacb12-20219.pdf
         represented by: Simon J. Dunstan, Esq.
                         Hughes & Dunstan LLP
                         E-mail: hughesanddunstan@gmail.com

In re Jorge Santos
   Bankr. E.D. Calif. Case No. 12-19661
      Chapter 11 Petition filed November 21, 2012

In re Sarah Garlick
   Bankr. E.D. Calif. Case No. 12-40365
      Chapter 11 Petition filed November 21, 2012

In re Stephanie Harriman
   Bankr. N.D. Calif. Case No. 12-49371
      Chapter 11 Petition filed November 21, 2012

In re Lawrence Boyd
   Bankr. M.D. Fla. Case No. 12-17658
      Chapter 11 Petition filed November 21, 2012

In re Rasheed Topey
   Bankr. M.D. Fla. Case No. 12-07555
      Chapter 11 Petition filed November 21, 2012

In re Calista Stone Cutters, LLC
   Bankr. S.D. Ga. Case No. 12-42279
     Chapter 11 Petition filed November 21, 2012
         See http://bankrupt.com/misc/cacb12-20219.pdf
         See http://bankrupt.com/misc/gasb12-42279c.pdf
         represented by: Charles V. Loncon, Esq.
                         C.V. Loncon, PC
                         E-mail: cloncon@loncon-law.com

In re Weston Graves
   Bankr. D. Mass. Case No. 12-19219
      Chapter 11 Petition filed November 21, 2012

In re Spokane Holdings 1, LLC
   Bankr. D. Nev. Case No. 12-22932
     Chapter 11 Petition filed November 21, 2012
         See http://bankrupt.com/misc/nvb12-22932.pdf
         represented by: Timothy P. Thomas, Esq.
                         Law Offices of Timothy P. Thomas, LLC
                         E-mail: tthomas@tthomaslaw.com

In re C&C Pools, Inc.
   Bankr. D.N.J. Case No. 12-37488
     Chapter 11 Petition filed November 21, 2012
         See http://bankrupt.com/misc/njb12-37488.pdf
         represented by: Krisden M. McCrink, Esq.
                         McCrink, Kehler & McCrink
                         E-mail: kmccrink@mkmnjlaw.com

In re Elmwood Associates, LLC
   Bankr. D.N.J. Case No. 12-37508
     Chapter 11 Petition filed November 21, 2012
         See http://bankrupt.com/misc/njb12-37508.pdf
         represented by: Nicholas S. Herron, Esq.
                         Seymour Wasserstrum
                         E-mail: mylawyer7@aol.com

In re Robert Cashman
   Bankr. W.D. Ky. Case No. 12-35177
      Chapter 11 Petition filed November 23, 2012

In re Robert McCormick
   Bankr. E.D. La. Case No. 12-13473
      Chapter 11 Petition filed November 23, 2012

In re Genes Bar-B-Que, LLC
   Bankr. E.D. Mich. Case No. 12-65642
     Chapter 11 Petition filed November 23, 2012
         See http://bankrupt.com/misc/mieb12-65642.pdf
         represented by: Ethan D. Dunn, Esq.
                         Maxwell Dunn, PLC
                         E-mail: bankruptcy@maxwelldunnlaw.com

In re Tony's Auto Body Works, LLC
   Bankr. D.N.J. Case No. 12-37572
     Chapter 11 Petition filed November 23, 2012
         See http://bankrupt.com/misc/njb12-37572.pdf
         represented by: Scott Eric Kaplan, Esq.
                         Scott E. Kaplan, LLC
                         E-mail: scott@sekaplanlaw.com

In re Tiger Business Group, LLC
        dba I Need Solar
   Bankr. M.D. Pa. Case No. 12-06749
     Chapter 11 Petition filed November 23, 2012
         See http://bankrupt.com/misc/pamb12-06749.pdf
         represented by: Lawrence G. Frank, Esq.
                         Thomas, Long, Niesen and Kennard
                         E-mail: lawrencegfrank@gmail.com

In re Advertising Associates, Inc.
   Bankr. W.D. Pa. Case No. 12-25730
     Chapter 11 Petition filed November 23, 2012
         See http://bankrupt.com/misc/pawb12-25730.pdf
         represented by: Robert O. Lampl, Esq.
                         E-mail: rol@lampllaw.com

In re Danny Pineda
   Bankr. W.D. Wash. Case No. 12-21716
      Chapter 11 Petition filed November 23, 2012

In re Michael Allen
   Bankr. C.D. Calif. Case No. 12-20265
      Chapter 11 Petition filed November 24, 2012

In re Luigi Scotto Di Clemente
   Bankr. D.N.J. Case No. 12-37597
      Chapter 11 Petition filed November 24, 2012

In re Michael Storosh
   Bankr. C.D. Calif. Case No. 12-48952
      Chapter 11 Petition filed November 25, 2012



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***