TCR_Public/121205.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 5, 2012, Vol. 16, No. 338

                            Headlines

1717 MARKET: Wants Plan Filing Deadline Moved to Jan. 28
50 BELOW: ARI Network Closes $5 Million Sale Deal
A123 SYSTEMS: Chinese Gov't Approves Wanxiang Acquisition Plan
A123 SYSTEMS: Court OKs Latham & Watkins as Bankruptcy Co-Counsel
A123 SYSTEMS: Court Approves Logan & Co. as Administrative Agent

A123 SYSTEMS: Wins Approval to Hire Richards Layton as Co-Counsel
A123 SYSTEMS: Ex-Military Brass Protest Sale to Chinese Buyer
ADS WASTE: S&P Assigns 'B' Corp. Credit Rating over Veolia Deal
AHERN RENTALS: Lenders May Get Chance to Present Own Plan
AMERICAN PIPING: S&P Assigns 'B-' CCR, Rates $100MM Notes 'B-'

AMERICAN SUZUKI: Dec. 6 Hearing on Bidding Procedures
AMERICAN SUZUKI: U.S. Trustee Forms 7-Member Creditors Committee
AMERICAN SUZUKI: 219 Dealers Have Agreed to Settlements
AMPAL-AMERICAN: Objects to Committee's Bid to Appoint Trustee
ANCESTRY.COM: S&P Assigns Prelim 'B' Corp. Credit Rating

ASCENSUS INC: S&P Assigns Prelim 'B' CCR over ExpertPlan Deal
ATP OIL: Asks Court OK for DIP Financing Amendment
BAXTER PROPERTIES: Case Summary & 7 Unsecured Creditors
BUSINESS DEVELOPMENT: Case Summary & 20 Unsec. Creditors
BWAY PARENT: S&P Puts 'B' CCR on Watch on Acquisition Announcement

C.A.N. TRANSPORT: Case Summary & 7 Unsecured Creditors
CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off
CHARLES STREET: Case Summary & 4 Unsecured Creditors
CHARLIE MCGLAMRY: Plan Confirmation Hearing Continued to February
CHEROKEE SIMEON: Lender Wants Chapter 11 Case Dismissed

CHRISTINE BEATTY: Detroit Ex-Mayor's Lover Files Bankruptcy
CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market
CLEAVER-BROOKS INC: Moody's Assigns 'B2' CFR; Outlook Stable
COMPASS INVESTORS: Moody's Assigns 'B3' CFR; Outlook Stable
DIGITAL DOMAIN: Investor Can Challenge $70MM Bankruptcy Claim

DRAWBRIDGE HOTEL: Halts Operations After 42 Years
EASTMAN KODAK: CEO Discusses Four Areas Being Worked Out
EL CENTRO: U.S. Trustee Unable to Form Creditors Committee
ELMIRA DOWNTOWN: Dec. 20 Hearing on Dismissal or Conversion Bid
ESTATE FINANCIAL: Calif. Court Affirms $202MM Restitution Payment

FIRST PLACE FINANCIAL: Committee Seeks Hiring Approvals
FIRST SECURITY: Wins 6-Month Extension to Regain NASDAQ Compliance
FLETCHER INT'L: Ch 11 Trustee Can Hire Luskin Stern as Counsel
FLETCHER INT'L: Has Nod to Hire Goldin Associates as Consultant
FLETCHER INT'L: Court Okays Donald MacKenzie as CRO

FREEDOM COMMUNICATIONS: Debt Buyer Wants French Bank to Foot Bill
FTLL ROBOVAULT: Judge to Appoint Chapter 11 Trustee
GATEHOUSE MEDIA: Bank Debt Trades at 64% Off in Secondary Market
GENERAL GROWTH: NY Says State Entitled to $11.5M For Loan Default
GELT PROPERTIES: Plan Outline Hearing Continued to Dec. 19

GENERAL GROWTH: Executive VP Hugh Zwieg Exits After 2.5 Years
GEOGLOBAL RESOURCES: Gets Notice of Non-Compliance from NYSE MKT
GLAZIER GROUP: GECC's Counterclaims Survive Dismissal Bid
GLOBAL AVIATION: IBT Seeks Approval of Legal Fees
GML ENTERPRISES: Case Summary & 6 Unsecured Creditors

GREAT BASIN: Engages Alvarez & Marsal as Part of Restructuring
GULFCOAST IRREVOCABLE: Court Says Puerto Rico Improper Case Venue
GULFCOAST IRREVOCABLE: Court Defers Ruling on FDIC's Dismissal Bid
H&M OIL: Hiring Russell K. Hall as Valuation Experts
HAWKER BEECHCRAFT: Files Amended Chapter 11 Plan

HAWKER BEECHCRAFT: Bank Debt Trades at 42% Off in Secondary Market
HAWKER BEECHRAFT: Indenture Trustee Says Plan Unconfirmable
HCA INC: Moody's Rates $1-Bil Senior Unsecured Notes 'B3'
HCA HOLDINGS: S&P Assigns 'B-' Rating on $1B Sr. Unsecured Notes
HEALTH MANAGEMENT: Moody's Says 60 Minutes Segment Credit Neg.

HEARTLAND MEMORIAL: McGuireWoods Wants Malpractice Suit Dismissed
HECKMANN CORP: Moody's Upgrades CFR to 'B2'; Outlook Stable
HELLAS TELECOMMUNICATIONS: Faces Suits Over $455MM in Unpaid Notes
HILEX POLY: Moody's Withdraws 'B3' CFR After Wind Point Deal
HOMER CITY: Moody's Assigns '(P)Caa1' Rating to Sr. Sec. Notes

HORSHAM 410: Has OK to Hire Dimitri Karapelou as Bankr. Counsel
HOSTESS BRANDS: 80+ Bidders Ink Confidentiality Agreements
INDIAN CAPITOL: Trustee May Recover $20K From Brewer Oil
INDUSTRIAL ENTERPRISES: Suit Against Execs Survives Dismissal Bid
INSPIRATION BIOPHARMA: U.S. Trustee Forms 5-Member Creditors Panel

INSPIRATION BIOPHARMA: Committee Taps Duane Morris as Counsel
INSPIRATION BIOPHARMA: Committee Taps Hawthorne as Fin'l Advisor
INSPIRATION BIOPHARMA: Edwards Wildman OK'd as Special IP Counsel
INTERFAITH MEDICAL: Files Bankruptcy; Looks for State Guarantee
INUVO(R) INC: Prepares Plan Submission to NYSE MKT

JEDD LLC: Disclosure Statement Hearing Set for Jan. 10
JESCO CONSTRUCTION: Chapter 11 Reorganization Case Dismissed
JOURNAL REGISTER: FTI Approved as Panel's Financial Advisor
JOURNAL REGISTER: Can Hire Morgan Lewis as Co-Counsel
JOURNAL REGISTER: Young Conaway OK'd as Restructuring Co-Counsel

JOURNAL REGISTER: JR East Files Schedules of Assets and Debts
JOURNAL REGISTER: Lowenstein Sanders Approved as Panel's Counsel
JOURNAL REGISTER: Signs Stalking Horse Deal With Alden Affiliate
KAANAM LLC: Ramada Jamestown Hotel to Be Auctioned Thursday
KENAN ADVANTAGE: Moody's Cuts CFR to 'B1'; Outlook Negative

KENAN ADVANTAGE: S&P Cuts CCR to 'B+' on Debt-Financed Dividend
KENAN ADVANTAGE: S&P Cuts CCR to 'B+' on Debt-Financed Dividend
KEYPOINT GOVERNMENT: S&P Gives 'B' CCR on Completed Transaction
LARRY MARTIN: Files for Chapter 11 Bankruptcy Protection
LONGVIEW POWER: Bank Debt Trades at 14% Off in Secondary Market

LSP ENERGY: Wants Exclusive Control of Case Until February
LYONDELL CHEMICAL: Unit, Cleanup Site Owner Spar Over Claim
MF GLOBAL: Commodity Customers Seek Subpoena of CEO, Other Execs
MF GLOBAL: UK Administrators Recoup GBP1 Billion in Assets
MICHAEL JOSEPH SCARFIA: Puerto Rico Court Dismisses Case

MINERA Y METALURGICA: Export-Import Bank Financing Renegotiated
MOSS FAMILY: Has Court's Nod to Hire Patrick Kepchar as Accountant
MOUNT DORA: Case Summary & 10 Unsecured Creditors
NEWPAGE CORP: Ch. 11 Plan Shirks Cleanup Duties, Wisc. Says
NNN 3500: Case Summary & 20 Largest Unsecured Creditors

NORTHSTAR AEROSPACE: Files Motion to Enforce July 24 Sale Order
OHANA GROUP: Case Summary & 20 Largest Unsecured Creditors
ORIENTAL TRADING: Moody's Withdraws 'B2' CFR/PDR
PACIFIC CAPITAL: Moody's Raises BFSR From 'C+'; Outlook Stable
PHILADELPHIA NEWSPAPERS: Charter School Seeks Supreme Court Review

PINNACLE AIRLINES: To Delay Talks With Pilots' Union
PRINCE MINERALS: Moody's Assigns 'B3' CFR; Outlook Stable
POWER BALANCE: Losses Sacramento Kings Sponsorship
QUEEN CITY AUDIO: Court Approves Bankruptcy Exit Plan
PURE BEAUTY: Plan Filing Exclusivity Extended to Jan. 26

RAIN CII: Moody's Confirms 'B1' CFR/PDR; Outlook Stable
RAINBOW LAND: Zions Bank Can Proceed With Foreclosure
REAL MEX: Wants Removal Deadline Extended Until Feb. 25
REVEL CASINO: Warns of Possible Bankruptcy Amid $1.3BB Debt Load
REVEL ENTERTAINMENT: Bank Debt Trades at 44% Off

REX ENERGY: S&P Withdraws 'B' Corp. Credit Rating at Request
RIVERWOOD HOMES: Case Summary & 6 Unsecured Creditors
ROGELIO VARGAS: Fla. Court Affirms Ruling in Deutsche Bank Dispute
RG STEEL: Esmark Has Deal With United Steelworkers
SAGE PRODUCTS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable

SARASOTA SUNCOAST: Case Summary & 20 Largest Unsecured Creditors
SATCON TECHNOLOGY: Seeks Court Approval on Converters Deal
SINO-FOREST: Amends Plan of Compromise and Reorganization
SNO MOUNTAIN: No Ruling Yet on Trustee's Request to Use Cash
SOLAR TRUST: IRS Objects to Chapter 11 Liquidation Plan

SOUTHERN AIR: Creditors Want Plan Hearing Delayed for 3 Weeks
SOUTHERN AIR: Plan Disclosure Lacks Info, U.S. Trustee Says
ST. PAUL CROATIAN: Former Exec. Gets 14 Years for Loan Scheme
TEN SAINTS: Dec. 17 Hearing on Plan, Wells Fargo's Foreclosure Bid
TRIBUNE CO: Bank Debt Trades at 23% Off in Secondary Market

TRICO MARINE: Lenders Seek Contempt in $65-Mil. Loan Dispute
USG CORP: Moody's Affirms 'Caa1' CFR/PDR; Outlook Positive
VERSO PAPER: Moody's Lowers CFR to 'B3'; Outlook Negative
VERTIS HOLDINGS: KEIP Integral to Overall Sale Strategy
VTEN MANAGEMENT: Case Summary & 5 Unsecured Creditors

* Argentina Bondholders Fight Injunction in 2nd Circuit
* Moody's Says CMBS Credit Quality Will Continue to Weaken

* Kirkland's Paul Basta Earns Spot in Law360's Bankruptcy MVPs
* Law360 MVP Awards Go to Legal Top Guns From 52 Firms

* St. John Named Chief Bankruptcy Judge for the E.D. of Virginia

* Upcoming Meetings, Conferences and Seminars

                            *********

1717 MARKET: Wants Plan Filing Deadline Moved to Jan. 28
--------------------------------------------------------
1717 Market Place, L.L.C., asks the U.S. Bankruptcy Court for the
Western District of Missouri to extend to Jan. 28, 2013, the
deadline to file its plan and disclosure statement.

In the request for an extension, the Debtor points out that the
Court appointed Barry Worth as examiner to conduct a review of the
Debtor's past and current business operations including the nature
and extent of assets and liabilities and claims of the Debtor and
to file a report with the Court.  The examiner has filed a motion
for an additional extension requesting an extension to Dec. 28,
2012 of the deadline to file his report.

The Debtor requests additional time in which to file its plan and
disclosure statement and suggests an extension of 30 days beyond
Dec. 28, 2012.  The Debtor says that until it receives and reviews
the Examiner's Report it cannot file any meaningful Plan and
Disclosure Statement.

                      About 1717 Market Place

1717 Market Place LLC, a grocery-store business, filed for Chapter
11 protection (Bankr. W.D. Mo. Case No. 12-00984) on July 17,
2012, in Springfield, Missouri.  The Debtor estimated assets and
liabilities of at least $10 million.  G&S Holdings LLC owns 98% of
the company and the remaining 2% is owned by J. Scott Schaefer and
Richard T. Gregg, according to court papers.

1717 Market Place said it is a defendant in a lawsuit brought by
Regions Bank in Joplin, Missouri, relating to a promissory note.
The bank is seeking the appointment of a receiver.

David Schroeder Law Offices, P.C., serves as the Debtor's counsel.

Barry Worth of Brown, Smith and Wallace, LLC, was appointed as
examiner.  David A. Sosne, Esq., and the law firm of Summers
Compton Wells PC serve as the examiner's counsel.


50 BELOW: ARI Network Closes $5 Million Sale Deal
-------------------------------------------------
Kevin Jacobsen at NNCNOW.com reports the Chief Marketing Officer
of ARI Network Services, Jon Lintvet, said his company closed on
the $5 million sale deal with 50 Below on Nov. 28, 2012.

The report relates Mr. Lintvet said his company has rehired most
of 50 Below's employees in the retail division, about 130 of them.
However, several resigned or did not receive job offers and were
terminated.

The report notes ARI Network purchased 50 Below's retail division,
while San Diego-based Emerald Connect picked up the financial-
services division.  The two winning bids were finalized by a
bankruptcy judge on Nov. 7.

According to the report, Emerald Connect told the Duluth News
Tribune that it plans to keep most of the division's 65 employees,
and will move to a new downtown location by the first of the year.

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


A123 SYSTEMS: Chinese Gov't Approves Wanxiang Acquisition Plan
--------------------------------------------------------------
Reuters reports that China's government has approved a plan by
Wanxiang Group Corp to acquire bankrupt U.S. battery maker A123
Systems Inc.  China's National Development and Reform Commission,
whose approval is required for major overseas acquisitions by
Chinese companies, said in a statement posted on its Web site on
Friday it had approved Wanxiang's plans for a bid, according to
the report.

A deal still hinges on the outcome of an auction for A123's assets
next month and U.S. government approval.  Johnson Controls Inc. of
Milwaukee and Wanxiang are battling over who will buy A123.

The report notes Republican senators John Thune and Chuck Grassley
have raised concerns about Wanxiang's attempt to acquire A123's
battery business, saying military and taxpayer-funded technology
should not be allowed to fall into foreign hands.  The report adds
the Energy Department has stressed that none of the government's
grant would be allowed to fund facilities abroad.

Tom Hals at Reuters reports that the U.S. government has objected
to the terms of A123's proposed sale order, saying in a court
filing that its approval was needed before the government's clean
energy grant could be assigned to a buyer.  The report adds the
government also said the terms of the sale must include its right
to demand compensation for the sale of assets such as equipment or
property that were financed with the clean energy grant.

                        About A123 Systems

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

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

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

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

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

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

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


A123 SYSTEMS: Court OKs Latham & Watkins as Bankruptcy Co-Counsel
-----------------------------------------------------------------
A123 Systems, Inc., et al., sought and obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Latham & Watkins LLP as bankruptcy co-counsel.

L&W has represented the Debtors since April 2011 on a variety of
general corporate and litigation matters.

The Debtors filed a separate application to employ Richards,
Layton & Finger, P.A., as co-counsel and conflicts counsel.  The
Debtors relate that each counsel will not duplicate the services
they provide to the Debtors because Latham & Watkins and Richards
Layton will each have a well defined role.

Prepetition, the Debtors paid Latham & Watkins $4,533,433.  Of the
amount, $3,712,445 was paid in the form of retainers applied to
subsequent invoices.  As of the Petition Date, $1,050,000 of the
retainer remained prior to a reduction for all prepetition
invoices for professional fees and expenses incurred but not
billed prior to the Petition Date.

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

Meanwhile, the U.S. Trustee has filed a notice with the Bankruptcy
Court amending the list of the official committee of unsecured
creditors to correct the name of Aristeia Master, L.P. and other
typographical errors:

      1. DynaPower Company, LLC
         Attn: Peter Pollak
         85 Meadowland Drive
         South Burlington, VT 05403
         Tel: 802-652-1310
         Fax: 802-652-1388

      2. U.S. Bank National Association as Indenture Trustee
         Attn: James E. Murphy
         100 Wall Street, Suite 1600
         New York, NY 10005
         Tel: 212-361-6174
         Fax: 212-514-6841

      3. Hudson Bay Capital Management, LLC
         Attn: Yoav Roth
         777 Third Avenue, 30th Floor
         New York, NY 10017
         Tel: 646-825-2162
         Fax: 212-571-1272

      4. Aristeia Master, LP
         c/o Aristeia Capital LLC
         Attn: Andrew B. David
         136 Madison Avenue 3rd Floor
         New York, NY 10016
         Tel: 212-842-8939
         Fax: 212-842-8901

      5. Fisker Automotive Inc.
         Attn: Matthew Paroly
         5515 E. La Palma Avenue
         Anaheim, CA 92807
         Tel: 714-485-1125
         Fax: 714-485-1517

      6. BAE Systems Controls Inc.
         Attn: Jennifer Ranger
         1098 Clark Street
         Huron Bldg. 257, 4th Floor, D012
         Endicott, NY 13760
         Tel: 607-727-5670

      7. Smith Electric Vehicles Corp.
         Attn: Robert Schuller
         12200 NW Ambassador Drive, Suite 326
         Kansas City, MO 64153
         Tel: 819-464-0508
         Fax: 816-464-0510

                       About A123 Systems

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

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

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

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

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

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

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


A123 SYSTEMS: Court Approves Logan & Co. as Administrative Agent
----------------------------------------------------------------
A123 Systems, Inc., et al., sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Logan
& Company, Inc., as administrative advisor.

The Debtors filed a separate application to employ Logan as claims
and noticing agent.

Logan, as administrative advisor, will, among other things:

   a) assist the Debtors in managing the claims reconciliation and
      objection process, flag for review by the Debtors those
      proofs of claim subject to possible procedural objections,
      those that are inconsistent with the schedules of assets and
      liabilities, and those that supersede scheduled liabilities,
      input the Debtors' objection determination in the claims
      database, and prepare exhibits for the Debtors' omnibus
      claims objections;

   b) provide balloting and solicitation services to the Debtors
      as proponents of a plan of reorganization, including
      assisting in the production of solicitation materials,
      tabulating creditor ballots on a daily basis, preparing
      voting results reports, drafting certification of voting
      results, and providing court testimony with respect to
      balloting, solicitation, and tabulation matters; and

   c) provide the Debtors with consulting and computer software
      support regarding the reporting and information management
      requirements of the bankruptcy administration process.

Prepetition, the Debtors paid Logan a $10,000 retainer.  The
Retainer was drawn upon by Logan in connection with prepetition
fees and expenses and subsequently replenished by the Debtors with
an additional $10,000.

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

                       About A123 Systems

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

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

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

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

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

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

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


A123 SYSTEMS: Wins Approval to Hire Richards Layton as Co-Counsel
-----------------------------------------------------------------
A123 Systems, Inc., et al., won permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Richards
Layton & Finger, P.A. as bankruptcy co-counsel under an evergreen
retainer.

By separate application, the Debtors have sought to employ Latham
& Watkins as co-counsel.  Latham and Richards Layton have
discussed a division of responsibilities regarding the Debtors'
representation in the Chapter 11 cases.

Mark D. Collins, director at Richards Layton, disclosed that the
Debtors paid the firm a total retainer of $150,000 prepetition.

Mr. Collins attests that RL&F is a "disinterested person' as that
term is defined in Section 101(14) of the Bankruptcy Code.

                       About A123 Systems

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

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

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

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

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

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

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


A123 SYSTEMS: Ex-Military Brass Protest Sale to Chinese Buyer
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a group of former
top U.S. military brass and industry experts urged the Obama
administration to scuttle a Chinese company?s bid for A123 Systems
Inc., saying the proposed deal could cause "serious harm" to
national interests.

In a letter to Treasury Secretary Timothy Geithner, who oversees a
committee considering the bid, the Strategic Materials Advisory
Council cautioned that A123?s taxpayer-funded lithium-ion battery
technology, used in electric vehicles and smart-grid applications,
should not fall into the hands of Chinese auto parts giant
Wanxiang, according to Bankruptcy Law360.

                        About A123 Systems

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

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

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

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

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

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

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


ADS WASTE: S&P Assigns 'B' Corp. Credit Rating over Veolia Deal
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Jacksonville, Fla.-based ADS Waste Holdings Inc.
(ADS). The outlook is stable.

"At the same time, we assigned our 'B+' issue rating and '2'
recovery rating to the company's $2.1 billion credit facilities,
consisting of a $300 million revolving facility and a $1.8 billion
term loan B. The '2' recovery rating indicates our expectation of
substantial (70% to 90%) recovery in the event of a payment
default," S&P said.

"We also assigned our 'CCC+' issue rating and '6' recovery rating
to the company's $550 million senior unsecured notes. The '6'
recovery rating indicates our expectation of negligible (0% to
10%) recovery in the event of a payment default," S&P said.

"We are withdrawing the ratings on ADS Waste Holdings Inc.'s
subsidiary AdvancedDisposal Services Inc. following the repayment
of its outstanding debt," S&P said.

"The ratings on ADS Waste Holdings Inc. reflect our view of the
company's highly leveraged financial risk profile, characterized
by high debt leverage and weak cash flow relative to debt, as well
as financial policy-related risks stemming from its ownership by
equity sponsor Highstar Capital L.P.," said credit analyst James
Siahaan. "These weaknesses are partially offset by its
'satisfactory business risk profile, highlighted by its
participation in the recession-resistant solid waste services
industry, its good diversity of service-types and geographies, and
its high profit margins, which benefit from vertical integration."

"The outlook is stable, reflecting our view that ADS will maintain
a financial profile appropriate for the ratings even as it works
though the integration of the Veolia and Interstate Waste assets.
Despite our expectations for slow, tepid economic growth, we
believe that ADS's participation in a stable, low-volatility
industry along with its improved market position and geographic
and customer diversity will support the current ratings," S&P
said.

"We could lower the ratings if operating performance weakens to
the point that adjusted debt to EBITDA continually exceeds 7x or
if liquidity starts to become constrained. The latter may be
indicated by the level of EBITDA headroom under company's
revolving facility declining to less than 15%, compared with the
approximately 30% headroom we expect at the closing of the
transaction. We could also lower the ratings if outlays for
acquisitions or shareholder rewards result in the deterioration of
the financial risk profile. We expect the company to generate free
cash flow and reduce debt to the 6x area," S&P said.

"We could raise the ratings if the company reduces its adjusted
debt-to-EBITDA ratio toward the 5x level and completes the
integration process without any unforeseen challenges. However,
given the company's very highly leveraged capital structure and
operating prospects in the current difficult economic scenario, we
believe that an upgrade is unlikely at this time," S&P said.


AHERN RENTALS: Lenders May Get Chance to Present Own Plan
---------------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that U.S.
Bankruptcy Court Judge Bruce Beesley said his preliminary
understanding of Ahern Rentals Inc.'s reorganization plan led him
to think it could never be approved because it allows Don Ahern to
keep his 97% stake while forcing losses on lenders.

The report relates Judge Beesley deferred until Dec. 7 a decision
to allow lenders at loggerheads with Ahern Rentals to submit their
own proposals, which would likely greatly dilute or erase Mr.
Ahern's ownership.  His brother John Paul holds the other 3%.

The report notes the plan gives two sets of lenders holding
$379.2 million in debt a choice: accepting a discounted lump sum
upfront as payment in full or receiving rewritten loans for
repayment over a term as long as seven years.  Because of the
possibility of full repayment plus interest, Ahern Rentals
attorneys set the estimated recovery at 100%, which would allow
Mr. Ahern to retain his ownership untouched, according to the
report.

The report says the submission of a plan was stretched out to
November in part because Ahern Rentals said it was installing new
software designed to deliver much accurate financial projections
than the company's current version of Excel.  Nevertheless, the
plan includes data developed by the old system because the new one
still has bugs.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485.8 million in assets
and $649.9 million in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AMERICAN PIPING: S&P Assigns 'B-' CCR, Rates $100MM Notes 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to St. Louis, Mo.-based American Piping Products
Inc. (APP) The outlook is stable.

"At the same time, we assigned our 'B-' issue-level rating (same
as the corporate credit rating) to the company's proposed $100
million senior secured notes due 2017. We assigned a recovery
rating on the notes of '4', indicating our expectation of average
(30% to 50%) recovery for bondholders in the event of a payment
default under our recovery scenario. The company is selling the
notes pursuant to Rule 144a without registration rights," S&P
said.

"The corporate credit rating takes into account our view of the
company's business risk profile as 'vulnerable' and its financial
risk profile as 'highly leveraged'," said Standard & Poor's credit
analyst Gayle Bowerman. "Our business risk score for APP
incorporates our view of the company's small size ($185 million of
revenues in the 12 months ended Sept. 30, 2012) and its position
as a player in the highly competitive metals distribution
industry. We expect cash flow volatility through cycle given APP's
dependence on energy-based end markets and exposure to volatile
raw materials pricing. Still, APP generates higher margins than
competitors due to its highly niche product offerings, which
include nonstandard pipe sizes that customers may have difficulty
sourcing from competitors. We consider APP's financial risk
profile to be 'highly leveraged' based on our expectation that
limited growth will result in minimal cash flow generation given
its low inventory turns and the increased interest burden from the
notes."

"The 'B-' rating on the proposed senior secured $100 million notes
is based on terms and conditions. The recovery rating on the
proposed notes is '4', indicating our expectation of average (30%
to 50%) recovery for bondholders in the event of a payment default
under our scenario. The company is selling the notes pursuant to
Rule 144a without registration rights," S&P said.

"Our stable rating outlook for APP reflects our view that the
company's operating performance will support credit metrics in
line with our expectations for the 'B-' corporate credit rating.
We anticipate that APP will generate leverage between 4x to 5x and
FFO-to-debt below 10% over the next 12 to 24 months. Our
assessment also takes into account the company's small size,
limited product portfolio, exposure to raw materials price
volatility, and participation in the competitive distribution
industry," S&P said.

"A positive rating action is unlikely given our view of the
company's limited size and growth prospects. However, we could
raise the rating if APP were able to significantly grow its
revenue base while maintaining its margins and increasing its cash
flow generation such that we expected the company to sustain
leverage near 4x and FFO-to-debt above 12%," S&P said.

"We could lower the rating if we expect the company to sustain
leverage above 5x or if EBITDA falls to levels near the company's
anticipated interest payments of about $12 million. This could
occur if the company loses a major customer, has supply chain
issues due to import tariffs, or if it loses market share to
competitors," S&P said.


AMERICAN SUZUKI: Dec. 6 Hearing on Bidding Procedures
-----------------------------------------------------
The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on Dec. 6,
2012, at 11 a.m., to consider American Suzuki Motor Corporation's
request to approve bidding procedures governing the sale of
substantially all of its assets.

As reported in the Troubled Company Reporter on Nov. 9, 2012, the
Debtor determined to pursue a reorganization strategy that
included a proposed plan of reorganization by which a sale of
substantially all of its assets to an entity formed by its parent,
automaker Suzuki Motor Corp.  In the event the Debtor ultimately
determines not to proceed with the proposed plan, the Debtor
expects to proceed with the sale to the SMC unit under 11 U.S.C.
Sec. 363.

The SMC unit, called NounCo, has signed a deal to purchase the
Debtor's business of distributing, selling and servicing Suzuki
brand vehicles for $95 million in cash and the assumption of cure
and warranty liabilities.

The proposed Plan effectuates, among other things, the sale of
property, rights, and interests comprising and/or relating to the
Debtor's motorcycle, all-terrain vehicle, marine and other non-
automotive business lines, the Debtor's automotive parts/service
business line ("Auto Parts/Service Business"), and certain other
surplus assets (the "Purchased Assets") to NounCo.

The assets to be sold exclude cash and cash equivalents, the
estate's avoidance actions, and the Debtor's automotive sales
business.

                         About American Suzuki

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

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

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

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

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

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


AMERICAN SUZUKI: U.S. Trustee Forms 7-Member Creditors Committee
----------------------------------------------------------------
Frank Cadigan, Assistant U.S. Trustee for Region 16, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of American Suzuki Motor
Corporation.

The Committee is comprised of:

      1. Advantage Suzuki LLC
         Attn: James Morrell
         760 Central Avenue
         Albany, NY 12206
         Tel: (518) 482-0500
         Fax: (518) 438-6023

      2. Ball Automotive Group -- Ball Suzuki
         Attn: John Ball
         1935 National City Blvd
         National City, CA 91950
         Tel: (619) 474-6341 Ext. 1204
         Fax: (619) 477-4987

      3. Siltanen, Inc.
         dba Siltanen & Partners Advertising
         Attn: Tim Murphy
         353 Coral Circle
         El Segundo, CA 90245
         Tel: (310) 986-6200
         Fax: (310) 986-6214

      4. Royal Suzuki
         Attn: Brad Smith
         2621 Cedar Lodge Drive
         Baton Rouge, LA 70809
         Tel: (225) 252-8261
         Fax: (225) 928-3410

      5. Suzuki of Wichita East, LLC
         Attn: Scott Pitman
         11610 E. Kellogg
         Wichita, KS 97207
         Tel: (316) 264-7777
         Fax: (316) 440-4408

      6. Planet Suzuki
         Attn: Helmi Felfel
         110 Northchase Drive
         Charlotte, NC 28213
         Tel: (704) 597-7827
         Fax: (866) 372-4351

      7. D2K, Inc.
         dba Suzuki of Huntsville, Shoals Suzuki and
            Varsity Suzuki
         Attn: Thomas E. Baddley, Jr.
         850 Shades Creek Parkway, Suite 310
         Birmingham, AL 35209
         Tel: (205) 939-0090
         Fax: (205) 939-0064

                         About American Suzuki

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

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.  The Debtor disclosed assets of $233 million
and liabilities totaling $346 million.  Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing.  There is about $4 million owing to trade
suppliers.

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

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

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


AMERICAN SUZUKI: 219 Dealers Have Agreed to Settlements
-------------------------------------------------------
American Suzuki Motor Corporation disclosed that, as of the early
return deadline of Nov. 30, 2012, 213 of the 219 Automotive
dealers have agreed to the terms of ASMC's Dealer Settlement
Agreements as part of ASMC's previously-announced restructuring
and realignment.  These agreements are intended to compensate
dealers and enable them to transition uninterrupted from
automobile sales to provide critical warranty and service repair
work and parts for hundreds of thousands of Suzuki automobile
owners.  The final return deadline for ASMC Dealer Settlement
Agreements, all of which are subject to Bankruptcy Court approval,
is Dec. 28, 2012.

"We are pleased to have reached agreements with all of our top 50
Automotive dealers and that the total number of acceptances
represents more than 98% of the total volume of automobile sales
for ASMC in the continental U.S.," said M. Freddie Reiss, ASMC's
Chief Restructuring Officer.  "We greatly value our relationship
with our customers, and it is very important to us that they
continue to receive the necessary support from ASMC during and
after our restructuring.  As these agreements demonstrate, we are
working within our current U.S. Automotive dealer network to help
structure a smooth transition from new automobile sales to
exclusively parts and service operations.  Based on dealer
acceptances, we continue to believe our restructuring and
realignment will be completed in a timely manner."

As previously announced, ASMC intends to market and sell its
remaining U.S. automobile inventory through its automotive dealer
network, many of whom have expressed interest in continuing to
order and receive shipments of Suzuki automobiles as long as they
remain available.  ASMC continues to provide marketing and
incentives to help promote the continued sale of the automobiles
remaining in dealer inventory and the pipeline.  All automobile
warranties will continue to be fully honored, in accordance with
their terms, and parts and service will continue to be provided to
consumers through ASMC's parts and service dealer network.

ASMC announced on Nov. 5, 2012, that it plans to realign its
business to focus on the long-term growth of its Motorcycles/ATV
and Marine divisions and to wind down and discontinue new
automobile sales in the continental U.S., following a thorough
review of its current position and future opportunities in the
U.S. automotive market.  ASMC determined that the best path to
achieve this realignment in an efficient and orderly manner was to
restructure its operations under chapter 11. The case was filed in
the United States Bankruptcy Court, Central District of California
in Santa Ana.


AMPAL-AMERICAN: Objects to Committee's Bid to Appoint Trustee
-------------------------------------------------------------
BankruptcyData.com reports that Ampal-American Israel filed with
the U.S. Bankruptcy Court an objection to the official committee
of unsecured creditors' motion to terminate the Debtors'
exclusivity period or, alternatively, to appoint a Chapter 11
trustee to the case.

The Debtors, according to the report, assert that the motion
should be denied because it is based on two critical premises,
both of which are false:

  (i) The Debtor is not proposing anything different for a plan of
      reorganization than its pre0bankruptcy proposal to
      creditors, and

(ii) The issues involved in this case are so simple that the
      Debtors' knowledge of its assets are largely useless to the
      process.

Yosef A. Maiman and Merhav (M.N.F.) Limited, on behalf of the
controlling shareholders, also filed an objection to the motion.

Yosef A. Maiman, chairman of the board, president and chief
executive officer of Ampal-American, states, "The Controlling
Shareholders oppose the Committee's groundless efforts to wrestle
control away from the Debtor at this early stage of the case. The
Motion seeks to strip the Debtor of its fundamental bankruptcy
right to have the first opportunity to propose a plan and to
deprive the Debtor of its important entitlement to continue to
operate its business and to chart its way through bankruptcy."

                       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.


ANCESTRY.COM: S&P Assigns Prelim 'B' Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned Provo, Utah-based
online family history resources provider Ancestry.com its 'B'
preliminary corporate credit rating. The outlook is stable.

"At the same time, we assigned Ancestry.com's proposed $720
million senior secured credit facilities our preliminary issue-
level rating of 'B+' (one notch higher than our 'B' corporate
credit rating on the company), with a preliminary recovery rating
of '2', indicating our expectation for substantial (70% to 90%)
recovery for lenders in the event of a payment default. The
facility consists of a $50 million revolving credit facility due
2017 and a $670 million term loan due 2019," S&P said.

"We also assigned Ancestry.com's proposed $300 million senior
unsecured notes due 2020 our preliminary issue-level rating of
'CCC+' (two notches lower than our 'B' corporate credit rating on
the company), with a preliminary recovery rating of '6',
indicating our expectation for negligible (0% to 10%) recovery
for lenders in the event of a payment default. Ancestry.com plans
to use the aggregate debt proceeds, along with $686 million of
equity, including new equity contributed by Permira Advisers and
rollover equity from Spectrum Equity and management, to finance
the $1.6 billion acquisition," S&P said.

"The 'B' preliminary rating reflects the company's aggressive
financial profile and narrow business focus," said Standard &
Poor's credit analyst Daniel Haines.

"We view the company's business risk as 'weak' as its reliance on
one website for the majority of revenue and EBITDA and need to
replenish its customer base offset its leading market position and
solid EBITDA margin. Pro forma for the transaction, leased-
adjusted leverage is 6.3x and EBITDA coverage of interest is 2.4x.
In our view, the company's financial risk profile is 'highly
leveraged.' We view Ancestry.com's management and governance to be
'fair,'" S&P said.

Ancestry.com is the global leader in the commercial market for
online family history research. The company's main website,
Ancestry.com, has over 2 million subscribers and accounts for 90%
of revenue. Subscribers pay around $19 per month on average to
research their genealogy and build a family tree. Ancestry.com has
digitized and indexed billions of records making it easier for
users to discover new information. The company also generates
revenue from other websites such as Archives.com, which serves
more value-oriented consumers; AncestryDNA, a DNA testing service;
and Family Tree Maker desktop software. Ancestry.com generates
about three quarters of its revenue in the U.S., 12% from the
U.K., and the rest from Australia, Canada, and Sweden. The company
has recently acquired content from Ireland and Germany. Additional
content provides an incentive for current subscribers to continue
using the service and could also provide the foundation for a
local service to be launched in new countries. "We believe that
launches in new countries are likely, but not immediately on the
horizon as it takes time to acquire and process enough content to
start a service. We view the company's collection of records as
providing a meaningful barrier to entry," S&P said.


ASCENSUS INC: S&P Assigns Prelim 'B' CCR over ExpertPlan Deal
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Dresher, Pa.-based Ascensus Inc. The
outlook is stable.

"We also assigned our preliminary 'B' issue-level rating to the
company's proposed $185 million senior secured debt. The facility
consists of a $10 million five-year revolving credit facility and
$175 million seven-year term loan B. The preliminary recovery
rating on this debt is '3', indicating our expectation for
meaningful (50% to 70%) recovery in the event of a payment
default. The ratings are subject to review upon receipt of final
information," S&P said.

"The preliminary ratings on Ascensus reflect Standard & Poor's
assessment that the company has a 'highly leveraged' financial
risk profile, given its significant debt burden and its aggressive
financial policy. We believe majority ownership by a financial
sponsor and board control will influence the company's financial
policy," said Standard & Poor's credit analyst Jacqueline
Hui.

The preliminary ratings also reflect Standard & Poor's view of a
"vulnerable" business risk profile, supported by the company's
narrow product focus in the competitive retirement plan solutions
provider industry that could be susceptible to weak economic
conditions, and its limited geographic diversity. "We view
Ascensus' management and governance to be 'fair,'" S&P said.

The stable outlook reflects our view that Ascensus should be able
to at least maintain credit measures near current pro forma levels
over the next year. "We believe the company can generate steady
cash flow from its recurring revenue base and that it will be
successful integrating the ExpertPlan acquisition," said Ms. Hui.
"At the same time, we expect liquidity to remain adequate and
sufficient covenant cushion of about 20%."


ATP OIL: Asks Court OK for DIP Financing Amendment
--------------------------------------------------
BankruptcyData.com reports ATP Oil & Gas filed with the U.S.
Bankruptcy Court a motion for approval to enter into a second
amendment to its $617.6 million debtor-in-possession facility from
Credit Suisse AG.

BankruptcyData.com relates that the Debtors state that, as a
result of an engineering report delivered to the D.I.P. lenders by
their approved petroleum engineer (showing PV-10 values at certain
wells below levels set forth in the credit agreement), a specified
event occurred on or about October 9, 2012. The occurrence of the
specified event triggered, among other things, (i) the requirement
that the Debtor satisfy certain milestones with regard to the sale
of its assets, (ii) certain restrictions on the availability of
further funding and (iii) certain restrictions on the use of
funds. Under the agreement, the final D.I.P. budget amount, the
additional D.I.P. budget amount, and the additional NM loan amount
will be available in accordance with a revised D.I.P. budget and
the lenders will waive the satisfactory APE Report and NSAI Report
condition requirements established in the original D.I.P.
agreement.  The Court scheduled a November 29, 2012 hearing on the
matter.

                          About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Porter Hedges LLP serves as local
co-counsel.  Munsch Hardt Kopf & Harr, P.C., is the conflicts
counsel.  Opportune LLP is the financial advisor and Jefferies &
Company is the investment banker.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Blackhill Partners, LLC, provided
James R. Latimer, III as chief restructuring officer to the
Debtor.  Filings with the Bankruptcy Court and claims information
are available at http://www.kccllc.net/atpog

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.   Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


BAXTER PROPERTIES: Case Summary & 7 Unsecured Creditors
-------------------------------------------------------
Debtor: Baxter Properties LLC
        4115 Badger Circle
        Reno, NV 89511

Bankruptcy Case No.: 12-52708

Chapter 11 Petition Date: November 30, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Stephen R. Harris, Esq.
                  HARRIS & PETRONI, LTD.
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

A copy of the Company's list of seven unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-52708.pdf

The petition was signed by Jeanne Baxter, managing member.


BUSINESS DEVELOPMENT: Case Summary & 20 Unsec. Creditors
--------------------------------------------------------
Debtor: Business Development and Management, Inc.
        13131 Brook Avenue, Suite B
        Baldwin Park, CA 91706

Bankruptcy Case No.: 12-49589

Chapter 11 Petition Date: November 30, 2012

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

Judge: Robert N. Kwan

Debtor's Counsel: Manuel Lopez, Esq.
                  LAW OFFICES OF MANUEL LOPEZ
                  1186 W. Sunset Boulevard
                  Los Angeles, CA 90012
                  Tel: (213) 481-0205
                  Fax: (213) 481-8314

Scheduled Assets: $1,135,700

Scheduled Liabilities: $9,661

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-49589.pdf

The petition was signed by Vanessa Ly, president.


BWAY PARENT: S&P Puts 'B' CCR on Watch on Acquisition Announcement
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on BWAY Parent Co. Inc., BWAY
Holding Co., and all rated subsidiaries (BWAY) on CreditWatch with
negative implications.

"The CreditWatch placement reflects the likelihood that BWAY's
financial risk profile will weaken beyond expectations at the
current rating, given the expectation that the company will fund
the Ropak acquisition with debt," said credit analyst Henry
Fukuchi. "The transaction will be financed by increasing the size
of the company's existing term B loan. The CreditWatch listing
will also address the potential for the ratings on the existing
debt to be lowered as a result of the proposed new debt
financing."

"Pro forma for Platinum Equity's recent acquisition of BWAY in
November 2012, total adjusted debt-to-EBITDA is about 6.8x and
funds from operations (FFO)-to-total adjusted debt is about 11.5%,
as of BWAY's fiscal year-end on Sept. 30, 2012. We expect the
company's FFO-to-total adjusted debt to be at the low end of the
10% to 15% range expected for the current rating. BWAY, with
annual sales of about $1.2 billion, mainly produces plastic
containers and general-line metal containers for packaging paints,
solvents, and household products in the U.S. market. It's also
North America's third-largest producer of aerosol cans, which
represent about 12% of the company's sales. The rating on BWAY
reflects our expectation of highly leveraged financial profile,
which is reflected in the total adjusted debt-to-EBITDA of about
6.8x as of Sept. 30, 2012. It also reflects the company's very
aggressive financial policies, exposure to volatile resin costs,
and key industry risks, such as weak demand in the housing and
industrial end markets. The company's good profitability and cash
flow, market share gains from recent acquisitions, benefits from
plant rationalization, favorably structured contracts, and cost-
reduction efforts partly offset these weaknesses. We characterize
BWAY's business risk profile as 'fair' and its financial risk
profile as 'highly leveraged,'" S&P said.

"We placed the ratings on CreditWatch with negative implications.
We will monitor developments relating to this transaction and will
resolve the CreditWatch listing once further details related to
the transaction become available. We intend to meet with
management to discuss a variety of topics related to the
transaction, such as integration risks, synergies, the pro
forma capital structure, and management's strategic objectives and
financial policies. The CreditWatch placement indicates the
heightened risk that we will likely lower the ratings following
our review of the transaction and implications for credit
quality," S&P said.


C.A.N. TRANSPORT: Case Summary & 7 Unsecured Creditors
------------------------------------------------------
Debtor: C.A.N. Transport, Inc.
        aka CAN Transport, Inc.
        23803 S. Wilmington Avenue
        Carson, CA 90745

Bankruptcy Case No.: 12-49620

Chapter 11 Petition Date: November 30, 2012

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

Judge: Peter Carroll

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  FRIEDMAN LAW GROUP, P.C.
                  1900 Avenue of the Stars, 11th Floor
                  Los Angeles, CA 90067-4409
                  Tel: (310) 552-8210
                  Fax: (310) 733-5442
                  E-mail: jfriedman@jbflawfirm.com

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

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

A copy of the Company's list of its seven unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-49620.pdf

The petition was signed by Burke Smith, president.


CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment, Inc., is a borrower traded in the secondary market
at 89.00 cents-on-the-dollar during the week ended Friday, Nov.
30, an increase of 0.42 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 525 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 1, 2018, and carries Moody's 'B2' rating and
Standard & Poor's 'B' rating.  The loan is one of the biggest
gainers and losers among 207 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                   About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $503.4 million on $2.19 billion of net
revenues for the quarter ended Sept. 30, 2012, compared with a net
loss of $173.4 million on $2.18 billion of net revenues for the
same period during the prior year.

Caesars recorded a net loss of $1.02 billion on $6.57 billion of
net revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $471.3 million on $6.46 billion of net revenues
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $28.34
billion in total assets, $28.22 billion in total liabilities and
$114.7 million in total Caesars stockholders' equity.

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital.  The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.

In the Aug. 17, 2012, edition of the TCR, Standard & Poor's
Ratings Services revised its rating outlook on Las Vegas-based
Caesars Entertainment Corp. and wholly owned subsidiary Caesars
Entertainment Operating Co. Inc. to negative from stable.  "We
affirmed all other ratings on the companies, including our 'B-'
corporate credit rating," S&P said.

As reported by the TCR on Aug. 17, 2012, Fitch Ratings affirmed
CEC's long-term issuer default rating at 'CCC'.


CHARLES STREET: Case Summary & 4 Unsecured Creditors
----------------------------------------------------
Debtor: Charles Street Investment LLC
        9923 Rose Trail
        Ellicott City, MD 21042

Bankruptcy Case No.: 12-31459

Chapter 11 Petition Date: November 30, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Christopher R. Wampler, Esq.
                  WAMPLER & SOUDER, LLC
                  10605 Concord Street, Suite 206
                  Kensington, MD 20895
                  Tel: (301) 942-0802
                  Fax: (301) 942-8296
                  E-mail: cwampler@wssfirm.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mdb12-31459.pdf

The petition was signed by Dong S. and Mee Y. Lee.


CHARLIE MCGLAMRY: Plan Confirmation Hearing Continued to February
-----------------------------------------------------------------
The Hon. James P. Smith of the U.S. Bankruptcy Court for the
Middle District of Georgia continued until Feb. 12 to 13, 2013,
the hearing to consider confirmation of Charlie N. McGlamry's
Chapter 11 Plan, as amended.

Mr. McGlamry's Amended Plan provides for the creation of a
Liquidating Trust and the appointment of a Plan Trustee to
administer the Trust.  The Debtor has selected Ward Stone, Esquire
as the Plan Trustee.  All of the Debtor's assets other than those
in which he holds an exemption under Georgia law, will be
transferred to the McGlamry Liquidating Trust and will be
liquidated by the Plan Trustee and the proceeds distributed to
creditors.

The major claimants are State Bank, Colony, Certus, BB&T, Key, and
Wells Fargo.  Their claims are based on unsecured personal
guarantees of secured loans made by one or more of the McGlamry
Affiliates or other entities which are partially owned by
McGlamry.

A copy of the First Amended Plan Outline is available for free at
http://bankrupt.com/misc/CHARLIE_N_MCGLAMRY_ds_1amended.pdf

The Debtor owes Synovus Bank on a $5.559 million loan secured by
74 acres of undeveloped commercial property at the intersection of
Russell Parkway and Corder Road in Houston County, Georgia.  The
Debtor will convey his right to the property in full satisfaction
of the secured claim.

The Debtor has an unsecured debt of $4.5 million on an obligation
relating to his interest in a non-Debtor entity known as Oaky
Timberlands, LLC.  In addition, the Debtor owes $20 million to
unsecured creditors on account of a personal guarantee of the
indebtedness of his affiliated companies.  The unsecured creditors
will share pro rata with Synovus in the proceeds from the
liquidating trust.

A copy of the Aug. 24 version of the Disclosure Statement is
available at http://bankrupt.com/misc/Charlie_McGlamry_DS.pdf

                     About Charlie N. McGlamry

Centerville, Georgia-based real estate developer Charlie N.
McGlamry filed a petition for Chapter 11 protection, along with
his 14 companies, in Macon, Georgia on May 9, 2012.

Over the past 44 years, Mr. McGlamry has managed to successfully
develop numerous real estate developments in and around Houston
County, Georgia.  Mr. McGlamry continues to operate his real
estate development business through sole proprietorship McGlamry
Properties -- http://www.mcglamryproperties.com-- and USA Land
Development Inc.  Mr. McGlamry individually owns, through his sole
proprietorship, approximately, 74 acres of undeveloped commercial
property at the intersection of Russell Parkway and Corder Road in
Houston County, Georgia.  Mr. McGlamry established a number of
single member limited liability companies and sole shareholder
corporations to own and develop specific tracts of land.

Mr. McGlamry and his affiliated companies sought joint
administration of their Chapter 11 cases and have Mr. McGlamry's
as the lead case (Bankr. M.D. Ga. Case No. 12-51197).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry disclosed $19,745,079 in assets and $92,637,998 in
liabilities as of the Chapter 11 filing.  The Debtors tapped Cohen
Pollock Merlin & Small, PC, as bankruptcy counsel.


CHEROKEE SIMEON: Lender Wants Chapter 11 Case Dismissed
-------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the secured lender
to Cherokee Simeon Venture I LLC asked a Delaware bankruptcy judge
Wednesday to dismiss the unit's Chapter 11 case, claiming it had
sought court protection in bad faith.

Cherokee Simeon is an AstraZeneca Plc affiliate that owns a
contaminated former acid-factory site in Richmond, California.
Cherokee Simeon sought Chapter 11 protection (Bankr. D. Del. Case
No. 12-12913) on Oct. 23, 2012.  Cherokee Simeon estimated up to
$50,000 in assets and debts.  Rafael Xavier Zahralddin-Aravena,
Esq., at Elliott Greenleaf represents the Debtor.


CHRISTINE BEATTY: Detroit Ex-Mayor's Lover Files Bankruptcy
-----------------------------------------------------------
Robert Snell, writing for The Detroit News, reports Christine
Beatty, former aide and lover of Detroit's ex-Mayor Kwame
Kilpatrick, is coping with almost $400,000 in debt after filing
for bankruptcy on Oct. 26 in Georgia, where she settled following
a text-message scandal that led to jail stints for her and
Mr. Kilpatrick.

Detroit News says public perception has portrayed Ms. Beatty as
living in poverty and exile, but bankruptcy filings indicate she
continued a six-figure lifestyle after quitting as perhaps the
most powerful member of Mr. Kilpatrick's inner circle.

"She did not want to file bankruptcy," Beatty lawyer Jeffrey
Morganroth said, according to Detroit News.  "She was
unfortunately left with no choice but to do so as a result of her
financial difficulties, which have become more severe because of
unsteady and declining income from her consulting engagements."

The report notes Ms. Beatty disclosed $389,522 in liabilities and
$84,100 in assets.

According to Detroit News, the bankruptcy filing indicates Ms.
Beatty, 42, buckled under the weight of $60,000 in delinquent
federal taxes, $220,000 in mortgage debt, consumer bills and
$100,000 in restitution owed to Detroit from the 2008 text-message
scandal.  The report notes Ms. Beatty can dump most of the debt in
bankruptcy court, but not the $100,000 restitution she agreed to
pay as part of a guilty plea stemming from lies she and Mr.
Kilpatrick told under oath during a whistle-blower trial.


CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 80.76 cents-on-the-dollar during the week ended Friday, Nov.
30, an increase of 0.78 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's 'Caa1' rating and
Standard & Poor's 'CCC+' rating.  The loan is one of the biggest
gainers and losers among 207 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Clear Channel

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

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

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

                        Bankruptcy Warning

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

                           *     *     *

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

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

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

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

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


CLEAVER-BROOKS INC: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to Cleaver-Brooks, Inc. (New) (CB) and a B2 rating to its
proposed $285 million senior secured notes to be issued in
conjunction with the company's acquisition by the Harbour Group.
Proceeds from the offering and an equity infusion by Harbour Group
will be used to fund the purchase price, including the repayment
of existing debt. The rating outlook is stable.

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

Corporate family rating at B2;

Probability of default rating at B2; and

B2 (LGD4, 55%) to the proposed $285 million senior secured notes
due 2019.

The existing ratings on CB (old) will be withdrawn up completion
of the acquisition and repayment of its roughly $181 million of
outstanding notes.

Rating Rationale

The B2 corporate family rating reflects CB's high leverage,
roughly 5.6x, its relatively small scale, lack of diversification
outside its core boiler room systems and services and an exposure
to end-markets with cyclical attributes such as education and
government spending, manufacturing, energy and petrochemical. In
addition, the rating reflects ongoing risks tied to CB's asbestos
litigation which is now seeing new claims fall and has generally
been covered through insurance and prior owner indemnification.
Moody's currently expects these trends to continue.

CB is a leading producer of engineered and packaged boiler systems
in North America (NA) with what is believed to be a substantial
market position. CB's current installed base of boiler systems
provides access to highly profitable and more predictable
aftermarket sales and an advantage when boiler systems need to be
replaced given the ongoing contact with customers. Current backlog
and order trends are at relatively high levels, in large part to
substantial wins in the Canadian Oil Sands, which Moody's believes
will be a meaningful driver of growth for CB over the next few
years. As such, Moody's would expect both revenue and earnings
growth over the next twelve to eighteen months. In addition,
trends with regard to environmental regulation, improved fuel
efficiency and an aging installed base in NA should provide growth
opportunities.

Moody's expects CB to maintain an adequate liquidity profile over
the next twelve to eighteen months supported by modest free cash
flow and substantial availability under the unrated $50 million
senior secured asset based revolving credit facility due 2017.
While debt is increasing by roughly $100 million, the company's
cash interest cost is expected to remain relatively unchanged due
to a meaningful reduction in interest rates. Further, the
liquidity profile is expected to benefit from a covenant lite
structure with no financial covenants unless availability falls
below roughly 10% of the ABL size.

The stable outlook reflects Moody's expectation that growth
prospects over the next twelve months should result in a reduction
in leverage to below 5.0x and that liquidity will remain adequate.
However, continued uncertainty with regards to government and
education spending could temper earning and margin expansion.

The company's ratings are unlikely to be upgraded over the short-
term as the company's credit metrics are not anticipated to
improve to a level supporting a higher rating. The ratings could
be upgraded if debt-to-EBITDA were to decline sustainably to 4.0
times and EBITA-to-Interest of 2.0 times was anticipated. The
ratings could be pressured by a decline in revenues or
profitability or a significant adverse change in asbestos loss
experience. The rating could be downgraded if Moody's comes to
expect that free cash flow to total debt will be sustained below
5% or debt-to-EBITDA above six times.

The principal methodology used in rating Cleaver-Brooks was the
Global Manufacturing Industry Methodology published in Deember
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.

Cleaver-Brooks, Inc., headquartered in Thomasville, Ga, is a
designer and manufacturer of fully integrated proprietary boiler
room systems, whose boilers, burners, controls, components and
accessories have been engineered to work at peak energy and
emissions efficiency. CB operates in three operating groups
packaged boiler and burner systems (51% of sales), engineered
boiler and burner systems (35% ) and aftermarket (14%). Sales for
the twelve months ending September 30, 2012 were $336 million.


COMPASS INVESTORS: Moody's Assigns 'B3' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and a B3 probability of default rating to Compass Investors
Inc. (a holding company for USI Holdings Corporation (USI)). The
rating agency also assigned ratings to the credit facilities to be
issued in connection with the company's proposed $2.3 billion
recapitalization. The recapitalization is being undertaken by
private equity firm Onex Partners along with USI management and
employees. The transaction is expected to close in December,
subject to customary closing conditions. The rating outlook for
USI is stable.

Ratings Rationale

The ratings of USI reflect its favorable market position and its
good balance of property & casualty (P&C) insurance and employee
benefits business. These strengths are offset by the increase in
financial leverage and decrease in interest coverage associated
with the proposed recapitalization. Additionally, Moody's expects
that USI will continue to pursue a combination of organic growth
and acquisitions, the latter giving rise to integration and
contingent risks.

"The ratings of USI reflect its improving organic growth and
healthy EBITDA margins in recent years," said Bruce Ballentine,
Moody's lead analyst for USI. "While financial leverage will be
elevated following the recapitalization, we expect the credit
metrics to improve in the year ahead."

Based on Moody's estimates, USI's adjusted debt-to-EBITDA ratio
will be around 8x following the recapitalization. The rating
agency views such leverage as aggressive for the rating category
and expects it to drop below 8x over the next 12-18 months.

The proposed financing arrangement includes a $150 million first-
lien revolving credit facility (rated B1, expected to be undrawn
at closing), a $1,025 million first-lien term loan (rated B1) and
$630 million of senior unsecured notes (rated Caa2), all to be
issued by Compass Investors Inc. Additional funding will include
$707 million of common equity. Net proceeds will be used to repay
existing debt, purchase the existing equity (including all equity
held by existing sponsor Goldman Sachs) and pay related fees and
expenses. Upon closing of the transaction, Moody's expects to
withdraw USI's existing ratings, including B1 first-lien, Caa1
senior unsecured and Caa2 subordinated ratings, as these
facilities will be repaid and terminated.

Factors that could lead to an upgrade of USI's ratings include:
(i) adjusted (EBITDA - capex) coverage of interest exceeding 2x,
(ii) adjusted free-cash-flow-to-debt ratio exceeding 5%, and (iii)
adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a rating downgrade include: (i)
adjusted (EBITDA - capex) coverage of interest below 1.2x, (ii)
adjusted free-cash-flow-to-debt ratio below 2%, or (iii) adjusted
debt-to-EBITDA ratio above 8x on a sustained basis.

Moody's has assigned the following ratings (and loss given default
(LGD) assessments):

Corporate family rating B3;

Probability of default rating B3;

$150 million first-lien revolving credit facility B1 (LGD2, 29%);

$1,025 million first-lien term loan B1 (LGD2, 29%);

$630 million senior unsecured notes Caa2 (LGD5, 84%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012.

Based in Briarcliff Manor, New York, USI ranks among the 10
largest US insurance brokers in terms of revenues. Through
subsidiaries across the US, the company distributes P&C insurance
and employee benefits products to small and mid-sized businesses.
For the twelve months through September 2012, USI reported total
revenues of $693 million and net income of $20 million.
Stockholders' equity was $237 million as of September 30, 2012.


DIGITAL DOMAIN: Investor Can Challenge $70MM Bankruptcy Claim
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Tuesday granted a private equity backer of
Digital Domain Media Group Inc. standing to challenge a $70
million claim from the special-effects shop's senior noteholders,
which the investor says was bloated by an unlawful default
penalty.

Florida-based private equity firm Palm Beach Capital -- DDMG's
largest shareholder with a 37% stake -- requested permission last
month to sue the noteholders on behalf of DDMG, arguing that
nearly $25 million of their bankruptcy claim should be disallowed,
according to Bankruptcy Law360.

                       About Digital Domain

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

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

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

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

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

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

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


DRAWBRIDGE HOTEL: Halts Operations After 42 Years
-------------------------------------------------
The Drawbridge Hotel & Convention Center closed Dec. 2, 2012,
after 42 years in operation.

Cindy Schroeder at Cincinnati.com reports that Debi Purvis, the
owner's rep for Franklin Pacific Finance, officially notified the
hotel's 51 employees of the closing at a meeting Wednesday morning
last week.  Since Franklin Pacific Finance, a Kansas-based finance
company, purchased the Drawbridge at a foreclosure sale in March,
the hotel has lost more than $1 million, Ms. Purvis said, and the
hotel's new owner figured about $3.5 million to $4 million in
renovations were needed.

The Drawbridge defaulted on its mortgage and was sold March 6,
according to a Business Courier report.  Gary Hall, principal of
Franklin Pacific, purchased the hotel at auction for $4.5 million,
Business Courier said, citing property records.  The hotel, with
382 rooms, was built in 1970.  The mortgage holder, Franklin
Pacific Mortgage, said the owners defaulted on a loan of more than
$8 million.


EASTMAN KODAK: CEO Discusses Four Areas Being Worked Out
--------------------------------------------------------
Shirley Brady at brandchannel.com reports Eastman Kodak chairman
and CEO Antonio M. Perez discussed four areas the company has been
working on during the Chapter 11 reorganization:

  -- resolving legacy costs and issues in the US around retiree
     pension benefits, with an agreement reached in October and
     downsizing of its US workforce;

  -- "increase liquidity in the US," its biggest cost center and
     lowest profit center (with $1B in sales outside America);

  -- selling off non-strategic IP and patents; and

  -- "focusing on our most valuable businesses" -- namedly,
     commercial imaging, as it moves away from its consumer
     businesses.

"This is a difficult process," the report quotes Mr. Perez as
saying.  "Neither our employees, customers or suppliers doubted
why we were doing what we're doing, and they've been there with us
all the way.  So thank you, thank you all."

                         About Eastman Kodak

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

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

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

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

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

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

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

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


EL CENTRO: U.S. Trustee Unable to Form Creditors Committee
----------------------------------------------------------
Tiffany L. Carrol, Acting U.S. Trustee for Region 15, notified the
U.S. Bankruptcy Court for the Southern District of California that
she was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of El Centro Motors doing
business as Mighty Auto Parts.

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.

The Debtor disclosed $8,332,571 + unknown assets and $19,624,057
liabilities as of the Chapter 11 filing.

The Debtor's Plan calls for Dennis Nesselhauf, 85% shareholder of
the Debtor, and Robert Valdes, 15% shareholder of the Debtor, to
contribute a total of $200,000 cash on the Effective Date of the
Plan.


ELMIRA DOWNTOWN: Dec. 20 Hearing on Dismissal or Conversion Bid
---------------------------------------------------------------
Jason Whong at Shreveport Times reports that the trustee assigned
to the Chapter 11 bankruptcy of Elmira Downtown Arena LLC has
accused the arena operator of "a pattern of noncompliance".

According to the report, in a supplement to her September request
to have the case tossed out of bankruptcy court or converted to a
Chapter 7 bankruptcy, Assistant U.S. Trustee Kathleen Dunivin
Schmitt alleged problems with documents filed by Elmira Downtown
Arena.  "The debtor has exhibited minimal attempts at compliance
. . . land only after phone calls are made, e-mails sent, formal
motions filed and court hearings scheduled does the debtor
comply," Ms. Schmitt wrote in the document.  "This is not
compliance."

The report notes that a court hearing regarding the First Arena
bankruptcy case has been rescheduled to Dec. 20, 2012.

According to the report, Ms. Schmitt accused EDA of failing to
file documents in a timely manner, including proof of insurance
and monthly reports.  She also said when the company does file
papers, they're often deficient, inaccurate or don't contain
adequate information or instructions to help readers understand
what the documents say about the company's finances.

The report notes Ms. Schmitt also said the current monthly
operating reports on file in U.S. Bankruptcy Court in Rochester
appear to show that EDA is paying other entities' bills and
professional fees without an order from the court permitting such
payments.  Ms. Schmitt said EDA's actions provide sufficient cause
for dismissing or converting the case.

Based in Elmira, New York, Elmira Downtown Arena, LLC, filed for
Chapter 11 protection on Aug. 16, 2012 (Bankr. W.D. N.Y. Case No.
12-21361).  EDA is controlled by Michigan businessman Mostafa Afr.
Judge Paul R. Warren presides over the case.  Joshua P. Fleury,
Esq., at Phillips Lytle LLP, represents the Debtor.  The Debtor
estimated assets of $100,000, and $500,000, and debts of between
$1 million and $10 million.


ESTATE FINANCIAL: Calif. Court Affirms $202MM Restitution Payment
-----------------------------------------------------------------
The Court of Appeals of California, Second District, Division Six,
affirmed a ruling directing Karen Roxanna Guth to pay $202,003,233
victim restitution after she pled guilty to 26 counts of
securities fraud and was sentenced to 12 years state prison. The
securities fraud involved the sale of real-estate-backed
securities to more than 1,000 victims.  Ms. Guth took an appeal on
the ground that the methodology used to calculate the restitution
amount could result in a windfall to the victims.

From Oct. 18, 2002, through May 20, 2008, Ms. Guth and codefendant
Joshua Yaguda induced more than 1,000 victims to invest $317+
million in two companies controlled by Ms. Guth: Estate Financial,
Inc., and Estate Financial Mortgage Fund, L.L.C.  EFI loaned money
to real estate developers, selling fractional shares in the loans
to investors.  Fund invested in the EFI loans and was the single
largest investor in EFI's projects.

After EFI and Fund filed Chapter 11 bankruptcy petitions in July
2008, the real estate projects declined in value.  Ms. and Mr.
Yaguda were charged with securities fraud and entered into
negotiated pleas on Oct. 25, 2009.  Restitution notices were sent
to 3,216 potential victims and more than 1,000 victims responded
with requests for restitution.  The probation department
investigated the claims and submitted a June 29, 2010 restitution
report listing the victims, the restitution claims and investment
amounts, and bankruptcy disbursements.  In a March 25, 2011 second
supplemental restitution report, the probation department reported
that many investors named in the Chapter 11 bankruptcy proceedings
failed to submit restitution claims because they assumed the
bankruptcy trustees would do it for them.

The case is, THE PEOPLE, Plaintiff and Respondent, v. KAREN
ROXANNA GUTH, Defendant and Appellant, 2d Crim. No. B237956
(Calif. App. Ct.).  A copy of the Court's Nov. 28 decision is
available at http://is.gd/mpqZosfrom Leagle.com.

                       About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a
license real estate brokerage firm since the later 1980's.  EFI
solicited funding for, and arranged and made, loans secured by
various real property.  EFI also was the sole manager of Estate
Financial Mortgage Fund LLC, which was organized for the purpose
of investing in and funding loans originated by EFI which were
secured by first deeds of trust encumbering commercial and real
estate located primarily in California and has been funding such
mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represented the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.

On July 30, 2008, Thomas P. Jeremiassen accepted his appointment
as the chapter 11 trustee of EFI and has served as the duly
qualified and acting chapter 11 trustee of the estate.  Berkeley
Research Group, LLC, serves as its successor accountants.


FIRST PLACE FINANCIAL: Committee Seeks Hiring Approvals
-------------------------------------------------------
BankruptcyData.com reports that First Place Financial's official
committee of trust preferred securities filed with the U.S.
Bankruptcy Court motions to retain:

   -- Kirkland & Ellis (Contact: David R. Seligman) as counsel
      at these hourly rates: partner at $710 to $1,445, of
      counsel at $595 to $1,145, associate at $390 to $840
      and paraprofessional at $155 to $340;

   -- Klehr Harrison Harvey Branzburg (Contact: Domenic E.
      Pacitti) as co-counsel at these hourly rates: partner
      at $400 to $660, of counsel at $350 to $500, associate
      at $250 to $400 and paraprofessional at $125 to $185;

   -- Holdco Advisors (Contact: Vikaran Ghei) as financial
      advisor at these hourly rates: managing director at $350
      to $400 and analyst at $250; and

   -- Rothschild (Contact: Todd R. Snyder) as investment banker
      and financial advisor for a monthly fee of $125,000 and a
      completion fee of $500,000.

                          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 SECURITY: Wins 6-Month Extension to Regain NASDAQ Compliance
------------------------------------------------------------------
First Security Group, Inc., the bank holding company for its
wholly-owned subsidiary FSGBank, N.A., disclosed that it received
a ruling from the Hearing Panel of the NASDAQ Stock Market LLC
indicating the approval of the Company's requested extension of
the period to regain compliance with the listing standards for the
Global Select market.  The Company requested a six month
extension, or through March 25, 2013, to regain compliance with
the listing standards.

"We appreciate the opportunity that the Hearing Panel provided for
us to present our overall recapitalization plan for FSG and its
direct impact on regaining compliance with the listing standards
of the Global Select exchange.  We continue to make progress and
believe that we will be back in compliance by March 25th," said
Michael Kramer, President and CEO of First Security.  "The Global
Select market has the highest listing standards of the three
NASDAQ exchanges and the results of our recapitalization plan
would far excess the Global Select's minimum listing standards."

On Nov. 27, 2012, the Company received a notice extending the
compliance period to March 25, 2013.  The extension includes
certain conditions, including that the Company receive approval
from the U.S. Treasury, holder of the Company's Series A Preferred
Stock issued under the Capital Purchase Program of the Troubled
Asset Relief Program, to restructure the Preferred Stock as part
of a larger recapitalization plan.

"At this time, we believe that a restructuring plan mutually
agreeable to First Security and the U.S. Treasury should be
achieved by year-end," said John Haddock, Executive Vice President
and CFO of First Security.

As discussed on a Current Report on Form 8-K filed on
Sept. 28, 2012, NASDAQ previously informed the Company that it
would be subject to delisting based on the Company's non-
compliance with the minimum $5 million market value of publicly
held share requirement set forth in the NASDAQ listing standards
for the Global Select market. At the time, the Company stated that
it planned to appeal to the Hearing Panel with a request to extend
the compliance period.

In the event that the Company does not achieve compliance with the
conditions of the ruling, NASDAQ may transfer trading of the
Company's common stock to the NASDAQ Capital Market exchange.

                         About First Security

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.


FLETCHER INT'L: Ch 11 Trustee Can Hire Luskin Stern as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Richard J. Davis, the trustee appointed in the Chapter
11 case of Fletcher International, Ltd., permission to employ
Luskin, Stern & Eisler LLP as his counsel.  Luskin Stern will,
among other things, investigate potential claims against insiders
and others, and litigation of viable claims.

                   About Fletcher International

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

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

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

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

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

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

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

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


FLETCHER INT'L: Has Nod to Hire Goldin Associates as Consultant
---------------------------------------------------------------
Richard J. Davis, Chapter 11 trustee appointed in the case of
Fletcher International, Ltd., obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Goldin Associates, LLC, as special consultant.

Goldin will, among other things, conduct forensic financial review
to understand the operations and financial affairs of the Debtor
and related entities and individuals as well as their assets and
liabilities.

                   About Fletcher International

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

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

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

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

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

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

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

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


FLETCHER INT'L: Court Okays Donald MacKenzie as CRO
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved (i) the designation of Donald S. MacKenzie as the Chief
Restructuring Officer of Fletcher International, Ltd., and (ii)
the employment and retention of Conway MacKenzie Management
Services, LLC (CMS) to provide restructuring and management
services, nunc pro tunc to July 15, 2012.

Mr. MacKenzie, reporting to and under the direct supervision of
the Debtor's Board, will assume in all respects the management of
the business and property of the Debtor, and will confer with
interested parties concerning relevant bankruptcy matters,
records, projections, financial information, reports and other
information prepared by or in the possession of the CRO relating
to the assets and liabilities, or the financial condition or
operations of the businesses, of the Debtor.

                   About Fletcher International

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

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

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

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

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

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

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

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


FREEDOM COMMUNICATIONS: Debt Buyer Wants French Bank to Foot Bill
-----------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that the French bank
that sold its stake in a $300 million Freedom Communications Inc.
loan should have to cover defense costs for the stake's buyer,
which is battling over proceeds now that Freedom has emerged from
bankruptcy, an attorney told a New York appeals court Wednesday.

Credit Industriel et Commercial, an affiliate of France's Credit
Mutuel, should have to pay Luxor Capital LLC's litigation costs
because it never funded its share of the $300 million loan, Luxor
attorney Peter J. Gallagher of Porzio Bromberg said.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned media company operating print
publications, broadcast television stations and interactive
businesses.  Freedom Communications filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-13046) on Sept. 1, 2009.
Attorneys at Young Conaway Stargatt & Taylor, and Latham & Watkins
LLP served as Chapter 11 counsel.  Houlihan, Lokey, Howard &
Zukin, Inc., served as financial advisors while AlixPartners LLC
served as restructuring consultants.  Logan & Co. served as claims
and notice agent.  Freedom Communications had $757 million in
assets against debts of $1.077 billion as of July 31, 2009.

The Bankruptcy Court confirmed Freedom' Plan of Reorganization on
March 9, 2010.  The Plan became effective April 30, 2010.  The
Plan, which was supported by the Steering Committee of the
Company's secured lenders and the Official Committee of Unsecured
Creditors, eliminated $450 million of debt from Freedom's balance
sheet.  Creditors, led by JPMorgan Chase, agreed to cut the debt
by nearly 60% to $325 million in return for control of the
Company.


FTLL ROBOVAULT: Judge to Appoint Chapter 11 Trustee
---------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports Judge
John Olson is approving a request to appoint a Chapter 11 trustee
to oversee the case of RoboVault.

The report says RoboVault's attorney Larry Wrenn sparked concern
recently when he said he couldn't answer questions about the case
because he had root canal surgery.

According to the report, that answer -- and other delays --
prompted a creditor in the bankruptcy to seek immediate
appointment of a trustee to oversee RoboVault, and conversion of
the case to Chapter 7 liquidation.  The primary lender in the
bankruptcy, a subsidiary of BBX Capital, said in a motion filed
Nov. 16 that RoboVault "has exhibited complete incompetence and
gross mismanagement."

The report notes, in a motion filed with the court, the attorneys
said Mr. Wrenn sent out emails saying "Once the dentist finishes
my root canal I will address your questions.  Presently the pain
medication is confusing my thoughts and ability to properly
respond."

                       About FTLL RoboVault

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

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

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

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.


GATEHOUSE MEDIA: Bank Debt Trades at 64% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 36.10 cents-
on-the-dollar during the week ended Friday, Nov. 30, an increase
of 0.90 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Feb. 27, 2014, and carries Moody's 'Ca' rating and Standard &
Poor's 'CCC-' rating.  The loan is one of the biggest gainers and
losers among 207 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $9.41 million on $120.79 million of total revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$5.16 million on $125.02 million of total revenues for the three
months ended Sept. 25, 2011.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $25.65 million on $365.39 million of total revenues,
in comparison with a net loss of $28.42 million on $374.95 million
of total revenues for the nine months ended Sept. 25, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$480.43 million in total assets, $1.30 billion in total
liabilities, and a $829.10 million total stockholders' deficit.

The Company reported a net loss of $22.22 million for the year
ended Jan. 1, 2012, a net loss of $26.64 million for the year
ended Dec. 31, 2010, and a net loss of $530.61 million for the
year ended Dec. 31, 2009.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's ability to make payments on its indebtedness as required
depends on its ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond the Company's control.

There can be no assurance that the Company's business will
generate cash flow from operations or that future borrowings will
be available to the Company in amounts sufficient to enable it to
pay its indebtedness or to fund our other liquidity needs.
Currently the Company does not have the ability to draw upon its
revolving credit facility which limits its immediate and short-
term access to funds.  If the Company is unable to repay its
indebtedness at maturity the Company may be forced to liquidate or
reorganize its operations and business under the federal
bankruptcy laws.


GENERAL GROWTH: NY Says State Entitled to $11.5M For Loan Default
-----------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that New York
state on Monday urged the Second Circuit to uphold a decision
giving it an extra $11.7 million from General Growth Properties
Inc. after the mall operator went bankrupt and defaulted on a
loan, arguing that the restructured GGP could afford it.

The state, whose retirement fund loaned GGP $254 million, is
entitled to get extra interest money promised to it in the loan
documentation, a lawyer for the state said at oral arguments in
Manhattan, Bankruptcy Law360 relates.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner.
General Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP restructured roughly $15 billion of project-level
debt Recapitalized with $6.8 billion in new equity capital Paid
all creditor claims in full achieved substantial recovery for
equity holders.

As part of its plan of reorganization, GGP split itself into two
separate and independent publicly traded corporations, and
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.


GELT PROPERTIES: Plan Outline Hearing Continued to Dec. 19
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has continued the hearing to consider the adequacy of the
disclosure statement explaining the proposed Chapter 11 Plan of
Gelt Properties, LLC, to Dec. 19, 2012, at 11:00 a.m.  The
Disclosure Statement hearing was previously continued to Nov. 28.

As reported in the Troubled Company Reporter on April 18, 2012,
according to the Disclosure Statement for the proposed First
Amended Plan of Reorganization dated March 16, 2012, all assets of
the Debtors will be sold and liquidated, rented or leased,
developed and maintained, in the ordinary course of the Debtors'
business.  The Debtors note that the Plan envisions the
utilization of management talents, commitment and an existing
infrastructure to restructure existing debt, liquidate
unprofitable properties and meaningfully shift focus to its
growing REO portfolio.  Specifically, the Debtors project that
they will increase rental income, decrease carrying costs for
unprofitable properties, decrease maintenance costs for
unprofitable properties and emerge leaner, more focused
reorganized Debtors.  The Debtors also expect fewer foreclosures
moving forward and thus reduce annual foreclosure costs line item
in its projections.

Under the Plan, Class 15 general unsecured creditors will receive
a pro rata share of the Debtors' assets after payment of claims
having priority over Class 15 allowed claims.  Distributions to
holders of Class 15 will come from one of the following: (a) cash
on hand; or (b) funds received by the Debtors from the Lender
Liability Litigation.

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

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

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GENERAL GROWTH: Executive VP Hugh Zwieg Exits After 2.5 Years
-------------------------------------------------------------
General Growth Properties, Inc. disclosed that Executive Vice
President of Capital Markets Hugh Zwieg will leave the Company at
the end of the year.  Mr. Zwieg joined GGP in March of 2010.

During Mr. Zwieg's tenure, GGP issued approximately $2.3 billion
of equity upon its emergence from bankruptcy; effected the Howard
Hughes Corporation spin-off; effected the Rouse Properties, Inc.
spin-off; refinanced approximately $12.1 billion of property level
debt ($10.2 billion at share); lowered the average interest rate
from 5.49% to 4.51%; generated approximately $2 billion of net
proceeds; and laddered maturities.

"When Hugh arrived in 2010, he began taking steps to derisk our
balance sheet and rebuild relationships with lenders. He is a
valued member of GGP's executive management team. Hugh has decided
to pursue other ventures, and I wish him the very best in his
future endeavors," said Chief Executive Officer Sandeep Mathrani.

Chief Financial Officer Michael Berman will assume responsibility
for the Capital Markets group. Mr. Zwieg will remain with the
Company through the end of December to help transition.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner.
General Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP restructured roughly $15 billion of project-level
debt Recapitalized with $6.8 billion in new equity capital Paid
all creditor claims in full achieved substantial recovery for
equity holders.

As part of its plan of reorganization, GGP split itself into two
separate and independent publicly traded corporations, and
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.


GEOGLOBAL RESOURCES: Gets Notice of Non-Compliance from NYSE MKT
----------------------------------------------------------------
GeoGlobal Resources Inc. disclosed that on Nov. 30, 2012,
GeoGlobal was notified by NYSE MKT LLC that the Company was not in
compliance with two of the continued listing standards as set
forth in Part 10 of the Exchange's Company Guide.

Specifically, the Company is not in compliance with Section
1003(a)(iv) of the Company Guide in that it has sustained losses
which are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether such company will be able to continue
operations and/or meet its obligations as they mature.

The notice is based on a review by the Exchange of information
that the Company has publicly disclosed, including information
contained in the Company's Form 10-Q for the period ended
September 30, 2012, which disclosed the financial status of the
Company at that time.

Over the last 30 trading days, the price per share of the common
stock of GeoGlobal has averaged $0.11 per share and as of Nov. 29,
2012, it closed at $0.08 per share.  Therefore, pursuant to
Section 1003(f)(v) of the Company Guide, the Company's continued
listing is predicated either on an increase in the price per share
of GeoGlobal common stock or on it effecting a reverse stock split
of its common stock within a reasonable period of time and no
later than June 28, 2013.  In order to maintain the listing of its
common stock on the Exchange, the Company must submit a plan of
compliance (the "Plan") to the Exchange by Dec. 31, 2012
addressing how it intends to regain compliance with the continued
listing standards by March 29, 2013.

The Company is currently in the process of preparing the Plan for
submission to the Exchange. If the Company does not submit the
Plan to the Exchange or if the Plan is not accepted by the
Exchange, the Company will be subject to delisting proceedings.

                         About GeoGlobal

GeoGlobal Resources Inc., headquartered in Calgary, Alberta,
Canada, is a US publicly traded oil and gas company, which,
through its subsidiaries, is engaged in the pursuit of petroleum
and natural gas in high potential exploration targets through
exploration and development in India, Israel and Colombia.


GLAZIER GROUP: GECC's Counterclaims Survive Dismissal Bid
---------------------------------------------------------
Bankruptcy Judge Allan L. Gropper denied the request of T-Bone
Restaurant LLC and Strip House Las Vegas, LLC, to dismiss the
counterclaim and third-party complaint filedby General Electric
Capital Corporation.

T-Bone Restaurant and Strip House Las Vegas sued GECC seeking a
declaratory judgment that the attorney's fees sought by GECC in
connection with the Chapter 11 proceeding of the plaintiffs' co-
borrower and affiliate are unreasonable and should be disallowed
or reduced.  Although the initial complaint was broader, the
Plaintiffs now concede that the only issue raised in the complaint
is the reasonableness and extent of GECC's attorney's fees.  GECC
answered the complaint and has, in addition, counterclaimed and
filed a third-party complaint for the additional fees and expenses
it asserts it will be entitled to if it is successful in the
defense of this suit.

Until Dec. 6, 2011, T-Bone Restaurant and Strip House Las Vegas
were limited liability companies that owned steakhouse restaurants
in New York City and Las Vegas, respectively, and were part of a
group of 10 steakhouses and catering facilities operating
throughout the United States.  The Glazier Group Inc. provided
restaurant management and support services to the restaurant
affiliates, which like Glazier were wholly owned by members of the
Glazier family.

In 2006, the restaurant affiliates and Glazier embarked on a rapid
expansion and sought to consolidate their debts through
refinancing.  GECC provided financing in the form of a Loan and
Security Agreement dated Sept. 19, 2007.  Under the Loan
Agreement, Glazier and the restaurant affiliates were jointly and
severally liable as co-borrowers of a $7 million loan, secured by
all of the assets of the borrowing entities (other than real
property leasehold interests) and their respective stock or
membership interests.  Pursuant to the Loan Agreement, the
borrowing entities agreed to pay GECC "all reasonable out-of-
pocket costs and expenses, including reasonable costs and expenses
for legal counsel."

Between September 2007 and November 2010, the borrowing entities
paid down the GECC loan by roughly $1.2 million, but eventually
fell into default.  Negotiations were unsuccessful and the
acceleration of the GECC loan caused Glazier (but not the
restaurant affiliates) to file for reorganization under chapter 11
in November 2010.

On May 3, 2011, GECC filed a proof of claim against Glazier in the
amount of $6,683,907.94, which included its then attorney's fees
in connection with the chapter 11 proceedings.  On August 16,
2011, Glazier's counsel filed an objection, seeking to reduce the
GECC claim on the ground that GECC had not provided support for
its claimed fees and expenses, which Glazier charged were
unreasonable.  On Sept. 8, 2011, Glazier withdrew its objection to
the GECC claim without explanation.

Glazier and the Glazier family eventually proposed a plan of
reorganization funded by the sale of certain of the non-debtor
restaurant affiliates.  The plan required the GECC lien to be
released so as to permit the sale of one or more of the restaurant
affiliates.

On Dec. 5, 2011, in conjunction with plan confirmation, GECC sent
a payoff letter informing the borrowing entities of the
outstanding obligations associated with the Loan Agreement.  The
Payoff Letter identified a balance of $6,786,320.00, which
included $811,059.20 in its attorney's fees and expenses,
assertedly payable under the Loan Agreement.

On Dec. 6, 2012, Glazier and certain of the co-borrowers repaid
the balance in full, using proceeds from the sale of certain of
the restaurants. Objecting to the reasonableness of the attorney's
fees, the Plaintiffs paid that portion of the payoff amount under
protest, inserting a provision in the confirmation order reserving
the right to contest the fees in a court of appropriate
jurisdiction.

On Jan. 6, 2012, the Plaintiffs commenced an action against GECC
in the United States District Court for the Southern District of
New York, protesting the fees.  In response, GECC moved to refer
the case to the Bankruptcy Court. The District Court granted
GECC's motion and referred the case back to the Bankruptcy Court.

In support of their motion to dismiss, the Plaintiffs and Glazier
allege that the Loan Agreement did not provide for fees of this
nature and that, in any event, the terms of the Payoff Letter
released them from any such obligation.

The case is, T-BONE RESTAURANT LLC and STRIP HOUSE LAS VEGAS, LLC
Plaintiffs, v. GENERAL ELECTRIC CAPITAL CORPORATION, Defendant;
and GENERAL ELECTRIC CAPITAL CORPORATION, Counter-claim/Third-
Party Plaintiff, v. T-BONE RESTAURANT LLC and STRIP HOUSE LAS
VEGAS, LLC, Counter-claim Defendants, and THE GLAZIER GROUP, INC.,
Third-party Defendant, Adv. Proc. No. 12-01878 (Bankr. S.D.N.Y.).
A copy of the Court's Nov. 30, 2012 Memorandum Decision is
available at http://is.gd/j8mTRifrom Leagle.com.

                     About The Glazier Group

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16099) on
Nov. 15, 2010.  Glazier Group provides restaurant management and
support services to non-debtor affiliates including but not
limited to accounting, human resources, purchasing, public
relations, maintenance, culinary and executive management.  The
Company disclosed assets of $15.2 million and liabilities of
$26.8 million as of the Petition Date.

Frederick E. Schmidt, Esq., Joshua Joseph Angel, Esq., and Seth F.
Kornbluth, Esq., at Herrick, Feinstein LLP, represent the Debtor
in its restructuring effort.  John Dunne of Renewal Ventures, LLC,
is the Debtor's Chief Restructuring Officer.

Ronald J. Friedman, Esq., Katina Brountzas, Esq., and Sheryl P.
Busell, Esq., at SilvermanAcampora LLP, in Jericho, New York,
represent the Official Committee of Unsecured Creditors.  FTI
Consulting, Inc., serves as the Official Committee of Unsecured
Creditors' financial advisor.

The Bankruptcy Court entered an order confirming GGI's plan of
reorganization on Dec. 13, 2011.  The Plan became effective on
Jan. 13, 2012.


GLOBAL AVIATION: IBT Seeks Approval of Legal Fees
-------------------------------------------------
BankruptcyData.com reports the International Brotherhood of
Teamsters filed with the U.S. Bankruptcy Court a motion for an
order allowing, as an administrative expense, the legal fees and
expenses of Farrell Fritz, P.C.; Levy Ratner, P.C.; Dan Akins;
MAEVA Group, LLC and Cheiron.  The total of more than $2 million
in fees and expenses was incurred by the IBT in connection with
the Chapter 11 proceeding.

                       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.


GML ENTERPRISES: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: G.M.L., Enterprises, LLC
        1500 N. Stephenson Highway
        Royal Oak, MI 48067

Bankruptcy Case No.: 12-66116

Chapter 11 Petition Date: November 30, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Michael P. DiLaura, Esq.
                  MIKE DILAURA & ASSOCIATES, PC
                  105 Cass Avenue
                  Mt. Clemens, MI 48043
                  Tel: (586) 468-5600
                  Fax: (586) 465-9113
                  E-mail: miked@mikedlaw.com

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

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

A copy of the Company's list of its six unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb12-66116.pdf

The petition was signed by George Leichtweis, owner.


GREAT BASIN: Engages Alvarez & Marsal as Part of Restructuring
--------------------------------------------------------------
Great Basin Gold Ltd. disclosed that Alvarez & Marsal Canada ULC,
an affiliate of a leading international professional services and
restructuring firm, has been engaged by the Company and its Nevada
subsidiaries.  As part of this engagement Mr. Ray Dombrowski and
Mr. Peter Gibson have been appointed to serve as CEO and CFO of
the Company and its Nevada subsidiaries effective immediately.
Both Messrs. Dombrowski and Gibson have extensive experience in
managing companies which are in insolvency proceedings.  In
conjunction with the appointments, Mr. Lou van Vuuren has resigned
as interim-CEO and director of the Company, effective immediately,
but will continue to make himself available to assist the
transition on a consulting basis.

                      About Great Basin Gold

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, in 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, U.S.A, 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.

On Sept. 18, 2012, Great Basin Gold Ltd. announced that its
principal South African subsidiary, Southgold Exploration (Pty)
Ltd., owner of the Burnstone mine, filed for protection under the
South African business rescue ("BR") procedures.

On Sept. 19, 2012, the Company made a Companies Creditors
Arrangement Act (Vancouver Registry 126583) following the business
rescue proceedings for the Burnstone mine that commenced Sept. 14,
2012, as a result of the termination of all development and
production activities at the mine on Sept. 11, 2012.  CCAA is a
Canadian insolvency statute which will allow the Company a period
of time to seek buyers and partners for its two gold mining
projects and/or corporate level financiers in an effort to
restructure the Company.

Operating and development activities were suspended at the
Burnstone mine in early September 2012 which created a default
under the loan agreement.  Term loan 1 will be restructured or
settled under the Business rescue proceedings of the South African
subsidiary owing title to the Burnstone mine as well as the CCAA
filing by the Company.  As a result of the default the outstanding
amounts have been disclosed as current.


GULFCOAST IRREVOCABLE: Court Says Puerto Rico Improper Case Venue
-----------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte ruled that Puerto Rico is an
improper venue for the Chapter 11 cases of Gulfcoast Irrevocable
Trust I and its affiliated trusts.   Judge Lamoutte, however,
declined to transfer the cases to the Middle District of Florida,
Tampa Division, upon the behest of the Federal Deposit Insurance
Corporation, as receiver for Westernbank Puerto Rico, until the
Court has resolved the FDIC's request to dismiss the Debtors'
cases.

Both the FDIC-R and the Debtors agree that the proper venue of
these cases lies in the place which constitutes their principal
place of business.  The FDIC-R contends that the Debtors'
principal place of business is in Clearwater, Florida, as there is
where the trustee resides and where most decisions are made.  The
Debtors take the position that the principal place of business is
in Puerto Rico as that is where their affiliates operate.

Judge Lamoutte noted that "Courts differ on how to determine the
debtor's principal place of business. Many courts have held that
the principal place of business is determined by using the `major
business decisions' test and not the `operational' test.  The
former focuses on the place where the major decisions affecting
the debtor's business are made, and the latter focuses on where
the debtor's day-to-day business is conducted," Judge Lamoutte
said, citing Hon. Nancy C. Dreher and Hon. Joan Feeney, Bankruptcy
Law Manual Sec.2:35 (5th ed. 2012).  According to Judge Lamoutte,
in the Trusts' cases, the decisions are made in Clearwater,
Florida; and the monthly reports of operation do not reflect any
significant operation.  Therefore, under either test, Clearwater,
Florida, is the principal place of business.

"The court concludes that the petitions were filed in an improper
venue.  However, the final determination as to whether the same
should be transferred to the U.S. Bankruptcy Court for the Middle
District of florida, Tampa Division, is held in abeyance until a
final determination is made on the FDIC-R's motion to dismiss,"
Judge Lamoutte held in in a Nov. 30, 2012 Opinion and Order
available at http://is.gd/sW2Nv5from Leagle.com.

                About Gulfcoast Irrevocable Trust

Three business trusts owned by Michael J. Scarfia filed for
Chapter 11 protection in Old San Juan, Puerto, Rico on Aug. 10,
2012.  Gulfcoast Irrevocable Trust I (Case No. 12-06338) serves as
the holding company and own 100% of the shares of Gibraltar
Construction Company, Inc., Gibraltar Development Corp., and
Gulfcoast Contractors, Inc.

Gulfcoast Irrevocable Trust XIV (Case No. 12-06339) serves as
holding company and owns 50% of the shares of Yasscar Caguas
Development, Corp. and Yasscar Development, Corp.

Gulfcoast Irrevocable Trust XIX (Case No. 12-06340) is the holding
company and owns 49.5% of the shares of JM Ponce III, LP, S.E.

The corporations owned by the Debtors, as a holding company and
owner of shares, do business in Puerto Rico.  The Debtors as a
separate legal entity are not actually operating as a business as
their monthly report of operations on file show no or minimal
expenses or cash flow.  The Trusts are merely holding companies of
affiliates operating in Puerto Rico.

Gulfcoast Irrevocable Trust I estimated under $10 million in
assets but more than $100 million in debts in its bare-bones
Chapter 11 petition.  An affiliate, Sabana Del Palmar, Inc., which
owns Mirabella Village & Club, filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 12-06177) on Aug. 5, 2012.


GULFCOAST IRREVOCABLE: Court Defers Ruling on FDIC's Dismissal Bid
------------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte deferred ruling on the
request of the Federal Deposit Insurance Corporation, as receiver
for Westernbank Puerto Rico, to dismiss the Chapter 11 cases of
Gulfcoast Irrevocable Trust I and two affiliated trusts

FDIC-R argues the debtors are not valid business trusts and are,
thus, not authorized to file a bankruptcy petition.  The debtors
opposed, alleging that they meet the flexible criteria required to
be considered a business trust.

Judge Lamoutte said the fact that the Debtors may own the total or
a percentage of shares in corporations that have filed for or may
be eligible to file a bankruptcy petition does not mean that the
Trusts, as holders of the shares, are themselves eligible to file
a bankruptcy petition.  Notwithstanding, as argued by the debtors,
a determination that a trust is or is not a business trust is fact
specific and must be based on the totality of the circumstances.
Consequently, the Court said FDIC-R has met its initial burden of
showing that the trusts are not business trusts based on a reading
of the trust agreements.  However, the Debtors should be afforded
an opportunity to present evidence to the contrary.

"At this time the court will not schedule an evidentiary hearing.
The court orders the Debtors to file a memorandum detailing what
are the facts it would present to rebut the conclusion that
debtors are not business trusts. Each factual proffer must include
a sworn statement summarizing the testimony of an identified
witness or a document in support thereof.   ebtors shall file
their memorandum and proffer of evidence within 21 days.  FDIC-R
shall reply within 14 days thereafter," Judge Lamoutte said.  "The
court may schedule an actual hearing if the duly supported factual
proffers so warrant."

A copy of Judge Lamoutte's Nov. 30, 2012 Opinion and Order is
available at http://is.gd/CPV8nBfrom Leagle.com.

                About Gulfcoast Irrevocable Trust

Three business trusts owned by Michael J. Scarfia filed for
Chapter 11 protection in Old San Juan, Puerto, Rico on Aug. 10,
2012.  Gulfcoast Irrevocable Trust I (Case No. 12-06338) serves as
the holding company and own 100% of the shares of Gibraltar
Construction Company, Inc., Gibraltar Development Corp., and
Gulfcoast Contractors, Inc.

Gulfcoast Irrevocable Trust XIV (Case No. 12-06339) serves as
holding company and owns 50% of the shares of Yasscar Caguas
Development, Corp. and Yasscar Development, Corp.

Gulfcoast Irrevocable Trust XIX (Case No. 12-06340) is the holding
company and owns 49.5% of the shares of JM Ponce III, LP, S.E.

The corporations owned by the Debtors, as a holding company and
owner of shares, do business in Puerto Rico.  The Debtors as a
separate legal entity are not actually operating as a business as
their monthly report of operations on file show no or minimal
expenses or cash flow.  The Trusts are merely holding companies of
affiliates operating in Puerto Rico.

Gulfcoast Irrevocable Trust estimated under $10 million in assets
but more than $100 million in debts in its bare-bones Chapter 11
petition.  An affiliate, Sabana Del Palmar, Inc., which owns
Mirabella Village & Club, filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 12-06177) on Aug. 5, 2012.


H&M OIL: Hiring Russell K. Hall as Valuation Experts
----------------------------------------------------
H&M Oil & Gas, LLC, and Anglo-American Petroleum Corporation seek
to hire Russell K. Hall and Associates, Inc., as valuation experts
nunc pro tunc as of Oct. 1, 2012, to provide various professional
services, including but not limited to:

   -- advising Debtors as to the valuation of Debtors' oil and
      gas properties and assets for the purpose of preparing and
      confirming the Debtors' plan; and

   -- responding to any objections thereto, and providing
      testimony before the Court in connection with confirmation
      of Debtors' plan.

The firm will use reasonable efforts to coordinate with Debtors'
other retained professionals to avoid unnecessary duplication of
services.

The hourly rates of the firm's personnel are:

         Petroleum Engineers          $375 for evaluation work
                                      $750 for testimony

         Engineering Assistants       $160
         Administrative Assistants     $60

To the best of the Debtors' knowledge, the firm is a
"disinterested persons" 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.

The Debtor's Plan dated Oct. 12, 2012, is designed to pay lender
Prospect Capital Corp. by delivery of crude oil rather than cash.


HAWKER BEECHCRAFT: Files Amended Chapter 11 Plan
------------------------------------------------
BankruptcyData.com reports that Hawker Beechcraft Acquisition
Company filed with the U.S. Bankruptcy Court an Amended Chapter 11
Plan and related Disclosure Statement.

According to the Disclosure Statement, The Plan will implement the
restructuring transactions contemplated by the Restructuring
Support Agreement, which contemplates, among other things:

  (a) a debt-for-equity exchange under which Holders of Allowed
Senior Credit Facility Claims will receive 81.1% of the New Common
Stock of Reorganized HBI (subject to dilution by the Management
Equity Incentive Plan) (and, after taking into account their
recovery on account of the Allowed Senior Credit Facility
Deficiency Claims, Holders of Allowed Senior Secured Credit
Facility Claims will receive 86% of the New Common Stock of
Reorganized HBI (subject to dilution by the Management Equity
Incentive Plan)) and Holders of Allowed Senior Notes Claims,
Allowed Subordinated Notes Claims, Allowed General Unsecured
Claims (which includes Senior Credit Facility Deficiency Claims),
and Allowed PBGC Unsecured Claims will receive 18.9% of the New
Common Stock of Reorganized HBI (subject to dilution by the
Management Equity Incentive Plan) as soon as practicable after the
Effective Date, which distributions may be made on multiple
distribution dates, and

  (b) entry into new credit facilities (collectively, the 'Exit
Facility') pursuant to agreements to be executed on or before and
subject to the occurrence of the Effective Date, including any
agreements, amendments, supplements, or documents related thereto,
the form and substance of which are reasonably satisfactory to the
Debtors, the Exit Facility Agent, and the lenders party thereto
unless otherwise ordered by the Bankruptcy Court.

The Debtors will make distributions as soon as practicable on or
after the Effective Date.

                      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%.


HAWKER BEECHCRAFT: Bank Debt Trades at 42% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 57.91 cents-on-
the-dollar during the week ended Friday, Nov. 30, a drop of 0.38
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014.  The loan is one of the biggest gainers and losers
among 207 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        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.


HAWKER BEECHRAFT: Indenture Trustee Says Plan Unconfirmable
-----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Wilmington Trust NA,
the trustee under a subordinated notes indenture with Hawker
Beechcraft Inc., objected to the aircraft manufacturer's proposed
reorganization plan, saying it violates subordinated noteholders'
rights, illegally rewrites the parties' contract and is
"inherently unconfirmable."

According to Bankruptcy Law360, the trustee filed a limited
objection to the debtor's amended disclosure statement for its
Chapter 11 plan, saying it ignores the plain language of the
subordinated notes indenture by providing that common stock due to
subordinated noteholders will go to holders of senior notes
claims.

                      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%.


HCA INC: Moody's Rates $1-Bil Senior Unsecured Notes 'B3'
---------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 6, 95%) rating to the
proposed offering of $1.0 billion of senior unsecured notes due
2021 by HCA Holdings Inc.'s, the parent holding company of HCA,
Inc. (collectively HCA) Moody's understands that the proceeds of
the offerings will be used to fund a dividend to shareholders of
$2.00 per share. Moody's also assigned a Ba3 (LGD 3, 34%) rating
to HCA's recently amended revolving credit facility expiring 2016.

HCA's B1 Corporate Family and Probability of Default Ratings
remain unchanged. While the proposed debt issuance is a credit
negative because it will fund the third return of capital to
shareholders this year, the incremental increase in leverage is
expected to be modest. The outlook for the ratings is stable.

Moody's rating actions are summarized below.

Ratings assigned:

HCA Holdings, Inc.

Senior unsecured notes due 2021, B3 (LGD 6, 95%)

HCA, Inc.

Senior secured revolving credit facility expiring 2016, Ba3 (LGD
3, 34%)

Ratings unchanged/LGD assessments revised:

HCA, Inc.

Corporate Family Rating, B1

Probability of Default Rating, B1

ABL revolver expiring 2016, Ba1 (LGD 1, 2%)

Senior secured term loan A-2 due 2016, to Ba3 (LGD 3, 34%) from
Ba3 (LGD 3, 35%)

Senior secured term loan A-3 due 2016, to Ba3 (LGD 3, 34%) from
Ba3 (LGD 3, 35%)

Senior secured term loan B-1 due 2013, to Ba3 (LGD 3, 34%) from
Ba3 (LGD 3, 35%)

Senior secured term loan B-2 due 2017, to Ba3 (LGD 3, 34%) from
Ba3 (LGD 3, 35%)

Senior secured term loan B-3 due 2018, to Ba3 (LGD 3, 34%) from
Ba3 (LGD 3, 35%)

Euro term loan due 2013, to Ba3 (LGD 3, 34%) from Ba3 (LGD 3, 35%)

8.5% first lien secured notes due 2019, to Ba3 (LGD 3, 34%) from
Ba3 (LGD 3, 35%)

7.875% first lien secured notes due 2020, to Ba3 (LGD 3, 34%) from
Ba3 (LGD 3, 35%)

7.25% first lien secured notes due 2020, to Ba3 (LGD 3, 34%) from
Ba3 (LGD 3, 35%)

6.5% first lien secured notes due 2020, to Ba3 (LGD 3, 34%) from
Ba3 (LGD 3, 35%)

5.875% first lien secured notes due 2022, to Ba3 (LGD 3, 34%) from
Ba3 (LGD 3, 35%)

4.750% first lien notes due 2023, to Ba3 (LGD 3, 34%) from Ba3
(LGD 3, 35%)

9.875% second lien notes due 2017, to B2 (LGD 4, 68%) from B2 (LGD
5, 70%)

Senior unsecured notes (various), to B3 (LGD 5, 84%) from B3 (LGD
5, 86%)

Speculative Grade Liquidity Rating, SGL-2

First lien senior secured shelf, (P)Ba3

Senior unsecured shelf, (P)B3

HCA Holdings, Inc.

7.75% senior unsecured notes due 2021, to B3 (LGD 6, 95%) from B3
(LGD 6, 96%)

Ratings withdrawn:

HCA, Inc.

Revolving credit facility expiring 2015, Ba3 (LGD 3, 35%)

RATINGS RATIONALE

HCA's B1 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with significant leverage.
Furthermore, HCA has large debt maturities in future periods,
although the company has continued to make progress to push those
maturities out. The rating also reflects Moody's consideration of
HCA's scale and position as the largest for-profit hospital
operator, which should aid in the company's ability to weather
industry pressures and benefit in providing access to resources
needed in adapting to changes in the sector brought on by
healthcare reform legislation.

Given the aggressive financial policy of the company and private
equity sponsorship of HCA, Moody's would have to become more
comfortable that the company will maintain a conservative
financial profile, consistent with that expected of the Ba3
rating, prior to it considering an upgrade of the rating to that
level. Additionally, Moody's would have to expect a continuation
of positive operating trends such that the company is able to grow
earnings or repay debt so that debt to EBITDA is expected to be
maintained below 4.5 times.

If the company experiences a deterioration of operating trends,
for example, negative trends in same-facility adjusted admissions
or same-facility revenue per adjusted admission, Moody's could
downgrade the rating. Additionally, Moody's could downgrade the
ratings if the company were to incur additional debt to fund
shareholder distributions or acquisitions so that it expects
adjusted debt to EBITDA to be sustained above 5.0 times.

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

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals owned and operated
by its subsidiaries as of September 30, 2012. For the twelve
months ended June 30, 2012, the company recognized revenue in
excess of $35.0 billion before consideration of the provision for
doubtful accounts.


HCA HOLDINGS: S&P Assigns 'B-' Rating on $1B Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating (two notches lower than the 'B+' corporate credit rating on
the company) to the proposed $1 billion senior unsecured notes
issued by HCA Holdings Inc., due in eight to 10 years. HCA
Holdings Inc. is HCA Inc.'s holding company. "We also assigned the
notes a recovery rating of '6', indicating our expectation of
negligible (0 to 10%) recovery for lenders in the event of a
payment default. HCA will use the proceeds to fund another special
shareholder dividend," S&P said.

"The corporate credit rating on HCA Inc. is 'B+'; our rating
outlook is stable. The rating reflects the company's uncertain
prospects for third-party reimbursement, its highly leveraged
financial risk profile, and its historically aggressive financial
policies. Debt to EBITDA is about 4.6x. We expect low-mid single
digit organic revenue growth. For 2013, we expect the absence of
one-time adjustments and reimbursement pressure to cause HCA's
EBITDA margin to fall about 100 basis points. Other factors in
this estimation include our expectation for low-single-digit
increases in same-facility adjusted patient admissions and low-
single-digit increases in net revenue per admission. These
estimates are consistent with current trends," S&P said.

"We expect leverage to be in the high-4x to 5x range. This
includes our belief HCA will continue to pay large shareholder
dividends or conduct share repurchases in an amount that will
exceed its free cash flow generation, suggesting debt outstanding
will increase. We expect any acquisition activity to increase debt
further," S&P said.

"Still, the company's relatively diversified portfolio of 162
hospitals and approximately 112 ambulatory surgery centers,
generally favorable positions in its competitive markets, and
experienced management team partially mitigate these risks and
contribute to our assessment that HCA has a 'fair' business risk
profile. These factors help protect the company from conditions
that confront several of its far smaller peers," S&P said.

RATING LIST

HCA Inc.
Corporate Credit Rating              B+/Stable/--

Rating Assigned
HCA Holdings Inc. (borrower)
$1 bil. sr unsecured notes           B-
   Recovery Rating                   6


HEALTH MANAGEMENT: Moody's Says 60 Minutes Segment Credit Neg.
--------------------------------------------------------------
Moody's Investors Service commented that issues raised in a
segment of 60 Minutes in relation to Health Management Associates,
Inc. (HMA) could result in negative credit implications but the
ratings, including the B1 Corporate Family and Probability of
Default Ratings remain unchanged. The opinions expressed regarding
admission practices in the company's emergency departments have
been publicly disputed by HMA.

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

Headquartered in Naples, Florida, Health Management Associates,
Inc. (Health Management) is an owner and operator of acute-care
hospitals in non-urban settings. The company provides inpatient
services such as general surgery, orthopedics and cardiology as
well as outpatient services such as laboratory, imaging and
emergency services. In addition, some facilities also offer
specialty services such as open heart surgery, robotic surgery and
MRI scanning. As of September 30 2012, the company operated 70
hospitals in 15 states and recognized approximately $6.62 billion
in revenue, before considering the provision for bad debt, for the
twelve months ended September 30, 2012.


HEARTLAND MEMORIAL: McGuireWoods Wants Malpractice Suit Dismissed
-----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that McGuireWoods LLP on
Tuesday pressed an Indiana federal judge to dismiss Heartland
Memorial Hospital LLC's malpractice suit stemming from a leveraged
buyout, arguing the complaint was nearly identical to one
previously dismissed on the grounds that the firm had never agreed
to represent the hospital.

U.S. District Judge Philip P. Simon on Sept. 11 tossed the
original complaint by Heartland Memorial trustee David Abrams,
saying there was no evidence McGuireWoods had formed a direct
attorney-client relationship with the hospital, says Bankruptcy
Law360.

In January 2007, creditors filed an involuntary Chapter 7 petition
against Heartland Memorial Hospital, LLC.  On March 2, 2007, the
bankruptcy court granted relief against the Debtor and converted
the case to Chapter 11.  On Nov. 19, 2008, the bankruptcy court
confirmed the Debtor's liquidating plan of reorganization and
appointed David Abrams, as liquidating trustee.


HECKMANN CORP: Moody's Upgrades CFR to 'B2'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default ratings of Heckmann Corporation. to B2 from
B3 based on the improved credit and business profile following the
recently closed merger with Badlands Power Fuels LLC. Moody's also
raised the rating on the $250 million 9.875% senior unsecured
notes due 2018 to B3 from Caa1 and affirmed the B3 rating on the
$150 million 9.875% notes issued by Rough Rider Escrow Crop, Inc.
which were assumed by Heckmann with close of the merger. The
speculative grade liquidity rating (SGL) was raised to SGL2 from
SGL3 indicating that liquidity is good. This action concludes
Moody's review of Heckmann initiated on September 4, 2012,
concurrent with the announcement of the Power Fuels merger. The
ratings are consistent with Moody's expectations on October 24,
2012, when the acquisition debt was rated. The rating outlook is
stable.

Ratings:

Heckmann Corporation

Corporate Family Rating raised to B2 from B3

Probability of Default Rating raised to B2 from B3

$250 million 9.875% senior unsecured bonds due 2018 rating raised
to B3/LGD5, 73% from Caa1-LGD4/65%

$150 million 9.875% senior unsecured bond due 2018 rating affirmed
at B3 with LGD-5, 73% compared to LGD-5, 72% previously

Speculative Grade Liquidity Rating: raised to SGL2 from SGL3

RATINGS RATIONALE

The B2 CFR and PDR ratings are driven by the improvement of the
Company's financial and business profile with the Power Fuels
merger. The use of about $372 million of equity, or about 57% of
the Power Fuels purchase price, coupled with high Power Fuels
margins, will drive down leverage from just under 5x (annualized
Q3 2012 results) to 2.6x (annualized pro-forma Q3 2012), while
revenue will increase to just over $700 million run rate from $360
million, and EBITDA margin will increase to 28% from 13%. The
business will predominantly focus on water supply and
removal/treatment of environmental waste products for exploration
and production companies operating in the onshore unconventional
energy plays. The addition of Power Fuels's operations in the
Bakken Shale region in the US north complements Heckmann's
footprint in the US Northeast, Southeast, and Southcentral. Power
Fuels enjoys first mover advantage in the Bakken having built out
support infrastructure for its field workers, an asset in short
supply in this area, leading to strong margins. Still, Moody's
views cautiously the near term outlook for the entire onshore
oilfield service industry, noting prevalent weakness reported by
service providers operating across the US. Collection and
recycling of used motor oil, the Company's remaining business, has
been steadier in recent quarters with demand driven by the
relative price discount to new oil.

The ratings are constrained by the Heckmann's narrow focus in a
generally competitive sub-sector within the environmental services
business, the volatility of US energy drilling activity, merger
integration risk, and acquisitive track record.

The $150 million bonds due 2018 were issued by Rough Rider Escrow,
Inc. but were assumed by Heckmann Corporation concurrent to the
close of the Power Fuels' merger.

Heckmann's liquidity is good after the merger, with about $175
million available under the $325 million revolver, internal cash
flow expected to cover maintenance and growth capex, and minimal
annual debt amortization (under $5 million), and comfortable room
under the revolver's covenants.

Moody's expectation for additional acquisitions over the forecast
period combined with the Company's short operating history limit
near term upward rating momentum. Further out, maintenance of
leverage close to 2.0x and EBIT coverage over 5x, successful
integration of the businesses acquired since the start of 2012,
and establishment of the new management's track record, could lead
to positive ratings momentum. Leverage increasing over 3x, EBIT
interest coverage deteriorating below 2.5x, and break even cash
flow could lead to negative ratings momentum.

The principal methodology used in rating Heckmann Corporation 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.

Scottsdale, AZ, based Heckmann Corporation provides environmental
water solutions to onshore oil and gas exploration and production
companies operating in the major unconventional shale plays in the
United States. The Company also collects and re-processes used
motor oil in the western US states. Pro-forma for the Company's
completed and expected acquisitions, LTM September 30, 2012
revenue was just over $700 million.


HELLAS TELECOMMUNICATIONS: Faces Suits Over $455MM in Unpaid Notes
------------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that creditors on
Thursday hit Hellas Telecommunications Sarl with two suits in New
York federal court seeking EUR351 million ($455 million) owed on
notes they say Hellas' private-equity owners profited from after
acquiring the telecom and allegedly driving it into insolvency.

                  About Hellas Telecommunications

In February 2007, Hellas Telecommunications was purchased from
TPG Capital LP and Apax Partners by the Italian telecommunications
giant Weather Group.  The Company later suffered liquidity
problems and commenced administration proceedings in the U.K. in
November 2009.  The administrators sold 100% of the shares of Wind
Hellas to the existing owners, the Weather Group.  An order
placing the Company into liquidation was entered on Dec. 1, 2011.

Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators
petitioned for the Chapter 15 protection for the Company (Bankr.
S.D. N.Y. Case No. 12-10631) on Feb. 16, 2012.  Bankruptcy Judge
Martin Glenn presides over the case.

The Debtor estimated assets and debts of more than $100,000,000.
The Debtor did not file a list of creditors together with its
petition.

The petitioners are represented by Howard Seife, Esq., at
Chadbourne & Parke LLP.


HILEX POLY: Moody's Withdraws 'B3' CFR After Wind Point Deal
------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Hilex Poly
Co LLC following its disclosure that it had been acquired by a
Chicago-based private equity firm Wind Point Partners. Hilex
disclosed that its senior secured term loan due 2015
(approximately $107 million outstanding) has been paid off as part
of the acquisition. The company has no public or rated debt
outstanding.

The following ratings were withdrawn:

Corporate Family Rating, B3

Probability of Default Rating, B3

$135 million ($107 million outstanding) Senior Secured Term Loan
due 11/19/2015, B3 (LGD 4-58%)

The outlook is changed to withdrawn from stable.

RATINGS RATIONALE

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


HOMER CITY: Moody's Assigns '(P)Caa1' Rating to Sr. Sec. Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)Caa1
rating to Homer City Generation's (Homer City or Project) $640
million of senior secured notes. The outlook is stable.

Moody's understands that the senior secured notes will be issued
to Homer City Funding LLC's senior secured creditors in exchange
for Homer City Funding's senior secured notes as part of the
reorganization plan contemplated for the bankruptcy of Homer City
Funding LLC. At emergence, the total amount of indebtedness
effectively encumbering the project asset remains the same. The
provisional ratings are assigned pending the borrower's emergence
from its prepackaged bankruptcy, which is expected in December
2012, and the closing of the proposed financing.

Ratings Rationale

The (P)Caa1 rating on Homer City's senior secured notes considers
the Project's expected emergence from bankruptcy with no reduction
in debt, full merchant energy exposure, and ability of the owner,
an affiliate of General Electric Capital Corporation (GECC) to
terminate the construction of the new flue gas desulfurization
(FGD) equipment on Units 1 & 2 of Homer City at its discretion.
The project's credit quality is also negatively affected by
expected debt service coverage ratios that are less than 1.0 times
in two of the next three years under management's base case, a
history of operating problems, diminished competitive position in
a challenging market environment, and limited project finance
protections. The Caa1 rating further recognizes that an affiliate
of Edison Mission Energy (EME: Ca negative) will act as energy
manager for Homer City upon its planned emergence from bankruptcy.

The rating also acknowledges the considerable expected equity
contribution of around $700 million to $750 million by a GECC
affiliate to fund construction costs for new FGD equipment on
Units 1 & 2, access to relatively attractive markets in PJM, and
existing cash balance at the project of around $85 million at
September 30, 2012. This investment by the GECC affiliate enhances
recovery prospects for senior secured Homer City creditors.
Additional considerations in assigning the rating include the
known capacity prices through May 2016, NRG Energy, Inc.'s (NRG)
expected role as operations and maintenance (O&M) provider, and a
$75 million uncommitted revolving credit facility provided by
GECC.

Moody's recognizes that a payment default on the senior secured
notes should not occur before the first mandatory debt service
payment on October 1, 2014 as the restructuring agreements defers
principal payments during this period with the project having a
payment in kind (PIK) feature for interest payments. While this
greatly reduces default risk over the next 21 months, the debt
balance at Homer City is likely to increase by $111 million to
$751 million from $640 million, a 17% increase based on the terms
of the restructuring agreement, if the project utilizes its PIK
feature. The higher debt balance also incorporates the deferred
October 1, 2012 payment.

Key Credit Strengths

- An affiliate of GECC is expected to fund the cost of emissions
control equipment and at least a portion of related improvements
estimated at a sizeable $700 million to $750 million for Homer
City Unit 1 & 2, enhancing recovery prospects for creditors.

- The Project had approximately $85 million in cash at the end of
September 2012.

- The Project is located in a relatively attractive market in
PJM.

- The $75 million uncommitted working capital facility provides
incremental liquidity albeit any funding is at the sole discretion
of GECC.

- NRG, an operator of multiple coal fired plants, is expected to
serve as O&M operator for the project.

- The project's capacity revenues represent a stable source of
revenues through May 2016.

- Partial project finance features exist including 1st lien on
assets (except inventory & receivables) and limitation of
indebtedness.

- Terms of the restructuring agreement substantially reduces
payment default risk for the next 21 months, a period when
substantial required environmentally related capital investment
will occur.

Key Credit Weaknesses

- Other than the capacity revenues in place through May 2016,
Homer City has no meaningful energy hedges, thereby additional
substantial volatility to cash flows.

- The project's competitive position has been severely weakened
given low natural gas prices and higher coal prices as
demonstrated by minimal gross energy margin for the first nine
months of 2012.

- The debt balance at emergence from bankruptcy is unchanged and
is expected to increase by 17% to $751 million from $640 million
under the terms of the restructuring agreement if the interest PIK
feature is utilized.

- The Project's financial resiliency is low with a forecasted
debt service coverage ratio of less than 1.0x in two of the next
three years under the management's case.

- History of operational problems resulted in availability
averaging around 80% and forced outage rate of 11% from 2009
through 2011.

- Project cash can be used to fund balance of plant improvements
and while unlikely, GECC has the sole discretion to terminate at
any time the construction of the FGD equipment for Unit 1 & 2.

- Edison Mission Marketing and Trading, a subsidiary of EME,
serves as energy manager. On November 15th, EME announced that it
had not made required interest payments on three series of
unsecured debt.

- Project finance structure contains weaknesses such as no
upfront funding of the debt service reserve, no cash flow
waterfall, limited backward only looking distribution test,
bondholders' second lien on inventory and receivables, and various
broad exceptions to the change of control restriction.

Homer City's stable outlook reflects the expected large investment
by GECC and the expectation that the FGD will be built on time and
on budget. The stable outlook further considers the reduced
prospects for payment default occurring during the next 21 months
given the terms of the restructuring, which defers principal
repayments and gives Homer City the ability to PIK interest
expense.

In light of the challenging power market, the likely increase in
total indebtedness at Homer City, and the ongoing construction of
the required FGDs, limited prospects exist for a rating upgrade in
the near term. Positive trends that could lead to an upgrade
include completion of the FGD for Units 1 & 2, implementation of a
meaningful energy hedging program, and if debt service coverage
ratio can exceed 1.1 times on a sustained basis.

The rating could be downgraded if the Project does not build the
FGD, if the $75 million working capital facility is no longer
available or if GECC substantially sells off its interest in the
project.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and debtor's
emergence from bankruptcy.

Homer City Generation, an affiliate of GECC, is a special purpose
company that is expected to own a 1,884 MW coal-fired plant in
Homer City, PA. Homer City Generation is expected to obtain the
economic benefit and majority ownership of all the operating
assets once the project completes its restructuring.

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


HORSHAM 410: Has OK to Hire Dimitri Karapelou as Bankr. Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has granted Horsham 410, LLC, authorization to employ Dimitri L.
Karapelou, Esq., at the Law Offices of Dimitri L. Karapelou, LLC,
as bankruptcy counsel.

The Debtor assured the Court that the Karapelou firm (a) does not
hold or represent an interest adverse to the estate, and (b) is a
"disinterested person" pursuant to 11 U.S.C. Sec. 101(14).

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

Judge Jean K. FitzSimon presides over the case.


HOSTESS BRANDS: 80+ Bidders Ink Confidentiality Agreements
----------------------------------------------------------
Jeff Bounds at Dallas Business Journal reports Hostess Brands has
more than 80 bidders who have signed confidentiality agreements
for its assets.

According to the report, Hostess' CEO Gregory Rayburn, told the
Dallas Morning News that Hostess plans to sell its assets,
including its brands and property, free and clear liabilities in
bankruptcy.  The 82-year-old business plans to sign at least one
stalking horse bidder, which sets a minimum price in bidding,
according to the Morning News account.

The report says Hostess' assets could land more than $1 billion.

The report relates the news came a day after the Bakery,
Confectionery, Tobacco Workers and Grain Millers International
Union, as well as its pension board, asked the U.S. Bankruptcy
Court to appoint a Chapter 11 bankruptcy trustee handle the
business' liquidation.

Maria Chutchian at Bankruptcy Law360 reports that Cookies & Sweets
Bakeries on Monday asked the New York judge overseeing the Hostess
Brands Inc. bankruptcy for a delay in the proceedings, becoming
the latest company to announce its intention to purchase the
fallen snack icon.

Bankruptcy Law360 says Cookies & Sweets Bakeries filed a motion
for a continuance in the U.S. Bankruptcy Court for the Southern
District of New York, saying it plans to go public Dec. 8, at
which time it will be able to offer its employees stock options
and shares.

                       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.


INDIAN CAPITOL: Trustee May Recover $20K From Brewer Oil
--------------------------------------------------------
Craig H. Dill, the trustee for the estate of Indian Capitol
Distributing, Inc., sued Brewer Oil Co., which sold bulk gasoline
and diesel to the Debtor pre-bankruptcy, to recover $217,975.86 as
preferential transfers and preserve those transfers or their value
for the estate.  Brewer denied the allegations of liability and
asserted affirmative defenses of contemporaneous exchange for new
value, ordinary course of business between itself and Indian
Capitol, ordinary business terms within the industry, and
subsequent new value.

In a Memorandum Opinion dated Nov. 30 available at
http://is.gd/u6Bwqdfrom Leagle.com, Bankruptcy Judge James S.
Starzynski ruled that the trustee has shown that the estate is
entitled to avoid and recover for the estate $20,000 in
preferential transfers for which no defense is available.  The
Court, therefore, entered judgment for the trustee in that amount,
together with post-judgment interest at the federal rate.

The case is CRAIG H. DILL, Plaintiff, v. BREWER OIL CO.,
Defendant, Adv. Proc. No. 11-01061 (Bankr. D. N.M.).

Indian Capitol Distributing, Inc., filed a voluntary chapter 11
petition (Bankr. D. N.M. Case No. 09-11558) on April 14, 2009.
Prior to filing and for a short time after, the business of Debtor
and its owner/manager Michael Mataya was operating several gas
station/convenience stores and a bulk plant in the Gallup, New
Mexico area.  Judge James S. Starzynski oversees the case.  Bonnie
Bassan Gandarilla, Esq., at Moore, Berkson & Gandarilla, P.C.,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets, and $10 million to
$50 million in debts.


INDUSTRIAL ENTERPRISES: Suit Against Execs Survives Dismissal Bid
-----------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon granted, in part, and
denied, in part, motions to dismiss the complaint filed by
Industrial Enterprises of America, Inc., against its former
officiers and directors.  The defendants seek dismissal of IEAM's
Second Amended Complaint, which alleges the defendants were
knowing participants in a massive fraud.  Defendants John Mazzuto
and James Margulies, former IEAM executives and the Mazzuto
Scheme's ringleaders, have been convicted of numerous crimes and
are now in prison.

Judge Shannon noted the Complaint has shortcomings.  However, the
judge said IEAM is entitled to another opportunity to amend the
Complaint, and gave it 45 days to file the amendment.

"IEAM gets the benefit of the doubt at this stage, and the
Complaint does not conjure a fraud out of thin air.  Rather, IEAM
alleges that the Defendants participated in a proven fraud.  For a
few claims and Defendants, the allegations are too thin or too
late to reel in the Defendants.  But despite the considerable
number of mathematical errors, omissions, and inconsistencies
pointed out by the Defendants' counsel, the Complaint presents a
plausible and coherent central narrative," Judge Shannon said.

The case is, Industrial Enterprises of America, Inc., Plaintiff,
v. John Mazzuto, James Margulies, Jeffrey Levinson, Killeen &
Associates, P.C., Crawford Shaw, M4 Capital LLC, Robert Casper,
Jay 3 Corp., James Mazzuto, John Stefiuk, James Strupp, David
Zazoff, ZA-Consulting LLC, Barry Margulis, Scott Margulis, Alan
Berger, Mitch Seifert, Barry Honig, Lloyd Dohner, Lloyd Dohner
d/b/a Donson Brooks Marketing, JG Capital, Inc., River Valley Inc.
jointly and severally with Peter Vanucci, David Selmon, Steven
Berger, Margulies & Levinson, Theresa Mazzuto, Berger Apple,
Robert Dan Redmond, Computer Protech, Inc., Black Nickel, Inc.,
and Black Nickel Vision Fund LLC, Defendantsm Adv. Proc. No.
11-51880 (Bankr. D. Del.).  A copy of the Court's Nov. 30, 2012
Opinion is available at http://is.gd/hGiuQbfrom Leagle.com.

                    About Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


INSPIRATION BIOPHARMA: U.S. Trustee Forms 5-Member Creditors Panel
------------------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 1, appointed
five creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Inspiration
Biopharmaceuticals, Inc.

The Committee is comprised of:

      1. Richard J. Jenny, Ph.D.
         Haematologic Technologies, Inc.
         57 River Road, Unit 1021
         Essex Junction, VT 05452
         Tel: (802) 878-1777
         Fax: (802) 878-1776
         E-mail: rjenny@haemtech.net

         Creditor's counsel:
         Raymond J. Obuchowski, Esq.
         OBUCHOWSKI & EMENS-BUTLER
         P.O. Box 60, 1542 Vt. Rt. 107
         Bethel, VT 05032
         Tel: (802) 234-6244
         Fax: (802) 234-6245
         E-mail: ray@oeblaw.com

      2. Rho, Inc.
         Rho Building
         6330 Quadrangle Drive
         Chapel Hill, NC 27517
         Tel: (919) 408-8000
         Fax: (919) 408-0999
         E-mail: Rho-Legal@Rhoworld.com

         Creditor's counsel:
         Charlie Reece, general counsel
         E-mail: Charlie_Reece@Rhoworld.com

     3. Cato Research Ltd.
        c/o Linda Markus Daniels, Esq., chief legal officer
        4364 South Alston Avenue
        Durham, NC 27713
        Tel: (919) 361-2286
        Fax: (919) 361-2290
        E-mail: ldaniels@cato.com

        Creditor's counsel:
        Jeffrey D. Sternklar, Esq.
        DUANE MORRIS, LLP
        100 High Street, Suite 2400
        Boston, MA 02110
        Tel: (857) 488-4200
        Fax: (857) 488-4201
        E-mail: jdsternklar@duanemorris.com

     4. Cambridge Biomarketing
        c/o Maureen Franco
        245 First Street, 12th floor
        Cambridge, MA 02142
        Tel: (617) 412-5430
        Fax: (617) 225-0988
        E-mail: mfranco@cambridgebmg.com

     5. Indiana Hemophilia & Thrombosis Center
        c/o Chris Roberson
        Director of Compliance & Community Programs
        8402 Harcourt Road, Suite 500
        Indianapolis, IN 45260
        Tel: (317) 871-0011 extn: 243
        Fax: (317) 870-4544
        E-Mail: croberson@IHTC.org

               About Inspiration Biopharmaceuticals

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

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

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

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

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INSPIRATION BIOPHARMA: Committee Taps Duane Morris as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Inspiration Biopharmaceuticals, Inc., asks the U.S.
Bankruptcy Court for the District of Massachusetts for permission
to retain Jeffrey D. Sternklar and Duane Morris LLP as its
counsel.

The hourly rates of Duane Morris personnel who will be working on
the case are:

         Jeffrey D. Sternklar, partner             $695
         Paul D. Moore, Partner                    $695
         Partners                              $395 - $945
         Special Counsel and Counsel           $300 - $960
         Associates                            $235 - $550
         Paralegals                            $135 - $350

               About Inspiration Biopharmaceuticals

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

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

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

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

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INSPIRATION BIOPHARMA: Committee Taps Hawthorne as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Inspiration Biopharmaceuticals, Inc., asks the U.S.
Bankruptcy Court for the District of Massachusetts for permission
to retain The Hawthorne Consulting Group, LLC as its financial
advisor.

THG will, among other things:

   -- assist and advise the Committee in the analysis of the
      current financial position of the Debtor;

   -- attend and advise the meetings/calls with the Committee and
      its counsel and representatives of the Debtor and other
      parties; and

   -- assist and render expert testimony on behalf of the
      Committee as may be agreed by THG.

The hourly rates of THG's personnel are:

         Donald Hawthorne                $600
         Martha E. M. Kopacz             $550
         Charles Grudzinzkas             $600
         William Bennett                 $550
         Nancy Arnosti                   $500
         Padric Kelley O'Brien           $500
         Berrett McGrath                 $500
         Other Professionals          $325 - $500

THG attests it is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

               About Inspiration Biopharmaceuticals

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

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

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

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

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INSPIRATION BIOPHARMA: Edwards Wildman OK'd as Special IP Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Inspiration Biopharmaceuticals, Inc., to employ Edwards
Wildman Palmer as special intellectual property counsel.

Edwards Wildman will, among other things:

   a) continue designing an ongoing and evolving intellectual
      property strategy for Debtor;

   b) continue development of the patent and trademark portfolio
      of the Debtor that takes into account the current interest
      and focus of the Debtor; and

   c) file new patent and trademark applications, as necessary, to
      ensure continued secure protection of Debtor's IP.

The Debtor notes that Edwards Wildman asserted $237,928 against
the Debtor for legal services rendered and expenses incurred on
behalf of the Debtor prior to the Petition Date for which it has
not been compensated.  Edwards Wildman has asserted that it has a
lien on the Debtor's intellectual property interests to secure
repayment of the claim.

To the best of the Debtor's knowledge, Edwards Wildman has not
represented, nor does it now represent, any interest adverse to
the Debtor with respect to the matters on which it is to be
employed.

In a separate ruling, the Court authorized the Debtor to employ
Murphy & King, Professional Corporation as lead bankruptcy
counsel.

The Debtor also had won an extension, until Nov. 28, of its
deadline to file schedules of assets and liabilities.

               About Inspiration Biopharmaceuticals

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

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

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

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

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INTERFAITH MEDICAL: Files Bankruptcy; Looks for State Guarantee
---------------------------------------------------------------
Interfaith Medical Center filed for Chapter 11 bankruptcy on
Sunday, Dec. 2, disclosing total assets of $142.4 million and
liabilities of $341 million.

Anemona Hartocollis, writing for The New York Times, reports
Interfaith officials said Sunday they had no choice but to file
for Chapter 11 bankruptcy reorganization, given the hospital's
precarious financial situation.  But they said the hospital had a
better chance of surviving in the long term if the state would
guarantee it about $20 million in what is known as debtor-in-
possession financing to underwrite its operating costs during the
reorganization.

Interfaith operates a 287-bed hospital on Atlantic Avenue in
Bedford-Stuyvesant and an ambulatory care network of eight clinics
in central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

Barbara Benson, writing for Crain's New York Business, reports
that Interfaith's largest unsecured creditor is the Centers for
Medicare & Medicaid Services, owed $16.1 million.  Next is the
Dormitory Authority of the State of New York, owed $12.2 million.
A pension fund for nurses is listed as a $5.4 million unsecured
creditor, and Local 1199 National Benefit Fund is owed $4 million.

According to Crain's, the bankruptcy filing also lists total
medical malpractice judgments of $9 million, as well as
obligations under settled malpractice actions, payable over time,
of another $22.5 million.  Most of the cases relate to obstetrics
and gynecology services that Interfaith no longer provides.

Crain's also says the Dormitory Authority's latest loan to
Interfaith was for $2 million in November 2011. That loan matures
on January 1.  The total principal owed to the state agency is
$117.9 million.  The Dormitory Authority also holds a secured
claim for long-term debt of $123.8 million.

The NY Times report notes Interfaith has been in and out of
financial trouble for decades, with its survival dependent on
infusions of state aid.  In difficult economic times, however, the
report notes Gov. Andrew M. Cuomo's administration has not
indicated a willingness to continue bailing out failing hospitals.

According to the NY Times, James Introne, Gov. Cuomo's deputy
secretary for health, when asked on Friday about the possibility
of an Interfaith bankruptcy filing, said he was not aware of it,
but he said, "That's their decision, not ours."

The NY Times recounts that a year ago, a Brooklyn work group of
the governor's Medicaid Redesign Team, which was created to find
savings in the hospital and health industry, recommended that
Interfaith merge with two other Brooklyn hospitals, Wyckoff
Heights Medical Center and Brooklyn Hospital.  It suggested that
Brooklyn Hospital, judged to be the most financially stable of the
three, should take the lead.

However, the NY Times continues, Nathan M. Barotz, the chairman of
Interfaith's board of trustees, said a merger with another
hospital without a guarantee of state aid would be tantamount to
closing Interfaith.

The NY Times also notes Wyckoff hospital dropped out of the merger
plan this year, with trustees saying they feared that the merger
would lead to a severe shrinking or a closing of the hospital.
Wyckoff's new chief executive, Ramon Rodriguez, had served on the
Brooklyn work group that recommended the three-way merger, but he
later turned against it.


INUVO(R) INC: Prepares Plan Submission to NYSE MKT
--------------------------------------------------
Inuvo(R), Inc. disclosed that on Nov. 30, 2012 it received a
notice from the NYSE MKT indicating that the company is not in
compliance with one of the NYSE MKT's continued listing standards.

Wally Ruiz, Inuvo's Chief Financial Officer, commented, "Although
the Company's recent trends after merging with Vertro in March
have been higher revenues, improved EBITDA and improved cash flow,
the low balance of stockholders' equity that the company started
with was difficult to overcome in the short run.  As reported in
the company's most recent Form 10-Q, stockholders' equity has
dipped below the $6 million NYSE MKT threshold.  We believe the
positive trends in the business will enable us to meet the
stockholders' equity requirement before the deadline and have
prepared and will file a plan with the NYSE MKT which we
anticipate will be satisfactory and accepted."

The notice from the NYSE MKT indicated that the company is not in
compliance with Section 1003(a)(iii) of the NYSE MKT Company
Guide, specifically, with stockholders' equity of less than
$6,000,000 and net losses in its five most recent fiscal years.
The company was afforded the opportunity to submit a plan of
compliance to the NYSE MKT by Dec. 31, 2012 that demonstrates the
company's ability to regain compliance with Section 1003(a)(iii)
of the NYSE MKT Company Guide by Dec. 2, 2013.  If the company
does not submit a plan, or if the plan is not accepted by the NYSE
MKT, the Company will be subject to delisting procedures as set
forth in Section 1010 and Part 12 of the NYSE MKT Company Guide.

                       About Inuvo, Inc.

Inuvo(R), Inc. -- http://www.inuvo.com/-- is an Internet
marketing and technology company specialized in marketing browser-
based consumer applications, managing networks of website
publishers and operating specialty websites.


JEDD LLC: Disclosure Statement Hearing Set for Jan. 10
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
will convene a hearing on Jan. 10, 2013, at 9:30 a.m., to consider
approval of the Disclosure Statement explaining Jedd LLC's Plan of
Liquidation dated Oct. 18, 2012.

As reported in the Troubled Company Reporter on Oct. 26, 2012,
according to the explanatory disclosure statement, the Debtor will
surrender or release collateral to each of its four secured
creditors, and distribution of proceeds from the liquidation to
priority claimants and then to non-insider creditors.  The Debtor
will transfer by deeds its parcels of real property to the secured
creditors -- Clayton Bank and Trust, Peoples Bank and Trust Co.,
Progressive Savings Bank, and Union Bank -- not later than
18 months after the effective date.  Under the Plan, only the
scheduled non-insider unsecured creditors, who hold total
claims of $306,105, would share any funds remaining after the
administrative and priority claims totaling $143,727 are paid.
Membership interests in the Debtor will be terminated.

The Liquidation Analysis filed together with the Plan assumes a
Jan. 1, 2013 effective date.  The analysis says that in a
liquidation under Chapter 7, it is unlikely that a sale of
collateral by the Trustee or surrender of the collateral to the
secured lenders would satisfy the claims of the secured lenders,
and the large deficiency claims that would result from a
liquidation of JEDD in Chapter 7 bankruptcy would drastically
reduce or eliminate the amount of money available to pay other
unsecured non-priority claims.

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

     http://bankrupt.com/misc/Jedd_LLC_DS_101812.pdf

                          About JEDD LLC

JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville,
Tennessee.  JEDD is generally in the business of developing,
marketing and selling real estate in the Big South Fork area near
Jamestown, Tennessee.  According to http://www.tnrecprop.com/,
JEDD has activity and developments in Fentress County, including
Flat Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in
the Sky, Concierge Services, Hunter's Ridge, River Park and Clear
Fork.

JEDD has filed schedules disclosing $13,377,782 in total assets
and $13,694,539 in total liabilities.

Paul "Doug" Gates, a co-founder and VP of operations, signed the
Chapter 11 petition.  Mr. Gates is also the CEO of Fortune 7 Inc.,
owner and operator of three engineering firms specializing in
electrical, microwave and construction engineering.

Judge Keith M. Lundin oversees the case.  Lawyers at Gullett
Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel.


JESCO CONSTRUCTION: Chapter 11 Reorganization Case Dismissed
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
has dismissed the Chapter 11 case of Jesco Construction
Corporation.

The U.S. Trustee sought dismissal or conversion of the case to
Chapter 7 liquidation.  Readiness Management Support also filed a
motion to dismiss or convert the case.

The Debtor later filed a motion to approve a settlement and
compromise in the bankruptcy case, which, among others, called for
dismissal of the case.  Readiness filed a joinder to the Debtor's
motion.

                     About Jesco Construction

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, served as counsel for the
Debtor.  The Debtor tapped Kelly Baker, CPA, PA, as accountant.

In its schedules, the Debtor disclosed $100 million in assets and
$14.7 million in liabilities.

Henry G. Hobbs, the Acting U.S. Trustee for Region 5, appointed
three unsecured creditors to serve on the Committee of Unsecured
Creditors of Jesco Construction Corp.  The Debtor later asked the
Court to remove Theodore Conner, III, doing business as War-Con
Construction, from the Committee.


JOURNAL REGISTER: FTI Approved as Panel's Financial Advisor
-----------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Journal Register
Company, et al., to retain FTI Consulting, Inc. as its financial
advisor.

As reported in the Troubled Company Reporter on Oct. 29, 2012, FTI
will, among other things:

   -- assist the Committee in the review of financial related
      disclosures required by the Court;

   -- assist in the preparation of analyses required to assess any
      proposed Debtor-In-Possession financing or use of cash
      collateral; and

   -- assist in the assessment and monitoring of the Debtor's
      short term cash flow, liquidity and operating results.

FTI will seek compensation on a fixed monthly basis of $70,000,
subject to re-evaluation by the committee after the first three
months, plus reimbursement of actual and necessary expenses.

Samual E. Star, senior managing director with FTI, assures the
Court that FTI does not hold or represent any interest adverse to
the estate.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


JOURNAL REGISTER: Can Hire Morgan Lewis as Co-Counsel
-----------------------------------------------------
Journal Register Company, et al., won permission from the Hon.
Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York to employ Morgan, Lewis & Bockius
LLP as co-counsel.

Morgan Lewis will render professional services delegated to them
by the Debtors and not duplicative of services to be performed by
Young Conaway Stargatt & Taylor LLP, with respect to:

   a. vendor issues, including assisting the Debtors and managing
      and responding to vendor inquiries and negotiating critical
      vendor trade agreements;

   b. cash collateral and financing issues;

   c. tax issues;

   d. real estate issues, including issues involving the Debtors'
      real estate lease portfolio; and

   e. advising the Debtors in connection with any potential sale
      of substantially all of their assets.

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

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


JOURNAL REGISTER: Young Conaway OK'd as Restructuring Co-Counsel
----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Journal Register Company,
et al., to employ Young Conaway Stargatt & Taylor, LLP as
restructuring co-counsel.

Young Conaway will render professional services delegated to them
by the Debtors and not duplicative of services to be performed by
Morgan, Lewis & Bockius LLP with respect to:

   a) advising the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their businesses and properties;

   b) advising and consulting on the conduct of the Chapter 11
      cases, including all of the legal and administrative
      requirements of operating in Chapter 11; and

   c) providing support in case management duties, as monitoring
      the docket, maintaining appropriate service lists,
      maintaining critical date calendars and preparing agendas
      for court hearings.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


JOURNAL REGISTER: JR East Files Schedules of Assets and Debts
-------------------------------------------------------------
Journal Register East, Inc., an affiliate of Journal Register
Company filed with the U.S. Bankruptcy Court for the Southern
District of New York its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,705,000
  B. Personal Property           $23,578,934
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $164,923,489
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $939,366
                                 -----------      -----------
        TOTAL                    $32,283,934     $165,862,855

Journal Register Company also filed its schedules disclosing
$1,783,970 in assets and $167,030,545 in liabilities.  A copy of
the schedules are available for free at:

     http://bankrupt.com/misc/JournalRegister_SAL2.pdf
     http://bankrupt.com/misc/JOURNAL_REGISTER_sal.pdf

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


JOURNAL REGISTER: Lowenstein Sanders Approved as Panel's Counsel
----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Journal Register
Company, et al., to retain Lowenstein Sandler PC as its counsel.

As reported in the Troubled Company Reporter on Oct. 29, 2012, the
hourly rates of Lowenstein Sandler's personnel are:

         Members                   $485 - $895
         Senior Counsel            $390 - $660
         Counsel                   $350 - $630
         Associates                $250 - $470
         Paralegals                $145 - $245

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

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.


JOURNAL REGISTER: Signs Stalking Horse Deal With Alden Affiliate
----------------------------------------------------------------
Digital First Media, which operates MediaNews Group, Journal
Register Company and Digital First Ventures, disclosed Journal
Register Company has signed a "stalking horse" purchase agreement
with 21st CMH Acquisition Co., an affiliate of funds managed by
Alden Global Capital LLC.

"This agreement allows the formal commencement of the sale process
and is a big step toward creating a new and viable company," said
John Paton, Chief Executive Officer of Digital First Media.

The asset purchase agreement was filed in U.S. Bankruptcy Court
for the Southern District of New York, which will review the
contract as well as bid procedures. The Court will then initiate
the sales process, including a public auction.

Lisa Uhlman at Bankruptcy Law360 reports that Journal Register is
asking the bankruptcy judge to approve its plan to sell itself to
stalking horse to the Alden affiliate for a $117.5 million credit
bid and $1.75 million in cash.

Bankruptcy Law360 relates that JRC and its affiliated debtors
asked U.S. Bankruptcy Judge Stuart M. Bernstein to approve their
proposed bidding procedures and set a hearing date to consider
approval of the sale.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed these
persons to serve on the Official Committee of Unsecured Creditors.
Lowenstein Fandler PC represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

New York-based Journal Register disclosed assets of $235 million
and liabilities totaling $268.6 million.  At the outset of the new
Chapter 11 case, debt included about $13.2 million on a revolving
credit owning to Wells Fargo.  Alden is the holder of two term
loans totaling $152.3 million, acquired from lenders in the prior
bankruptcy.


KAANAM LLC: Ramada Jamestown Hotel to Be Auctioned Thursday
-----------------------------------------------------------
Dennis Phillips at the Post-Journal reported that the Ramada
Jamestown Hotel was slated for auction at the Chautauqua County
Courthouse Thursday, Nov. 29.

According to the report, the sale would not include any equipment
or furniture inside the hotel.  The State Bank of Texas is the
plaintiff in the case against Kaanam, LLC and Milind Oza, hotel
owner.  Carl Person, Ms. Oza's attorney, said the auction was the
consequence for failure to reorganize during bankruptcy
proceedings.  In September 2010, Ms. Oza voluntarily filed for
Chapter 11 bankruptcy in Bankruptcy Court for the Western District
of New York.

The report relates the judgment in favor of the State Bank of
Texas states the business is allowed to recoup money loaned to Ms.
Oza for purchase of the hotel in 2007, and incidental costs like
attorney fees.  Ms. Oza loaned more than $1.9 million from the
State Bank of Texas.

According to the report, even with the judgment to sell the
property through an auction, the case may not be over.  Mr. Person
said his client is appealing the decision.

The report notes Franklin Heller, Esq., at Damon Morey,
representing the State Bank of Texas, said the appeal will have no
affect on the auction.  He said the case being appealed is on a
promissory note between the State Bank of Texas and Ms. Oza, not
on the mortgage loan.  Mr. Heller said the promissory note and the
mortgage are two separate loans.

According to the report, Mr. Person, however, said the loans are
the same.  Mr. Person also said Ms. Oza will win the appeal
because the bank allegedly didn't loan all the money they were
scheduled to, which led to problems in upgrading the hotel.
According to Mr. Person, the bank didn't lend $433,000 for hotel
upgrades causing a shortage of working capital.

Based in Jamestown, New York, KaanAm, LLC, dba Clarion Hotel
Jamestown and Conference Center, filed for Chapter 11 protection
(Bankr. W.D. N.Y. Case No. 10-14038) on Sept. 17, 2010.  Judge
Carl L. Bucki presides over the case.  Arthur G. Baumeister, Jr.,
Esq., at Amigone, Sanchez, Mattrey & Marshall LLP, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.


KENAN ADVANTAGE: Moody's Cuts CFR to 'B1'; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service has lowered the Corporate Family Rating
('CFR') of Kenan Advantage Group, Inc. to B1 from Ba3, affirmed
Kenan's probability of default rating ('PDR') of B1, and changed
the ratings outlook to negative from stable. At the same time,
Moody's has assigned a B3 rating to Kenan's proposed $200 million
senior unsecured notes due 2018. The rating actions are in
consideration of increasing leverage that will result from the
company's planned use of a substantial portion of the proceeds
from the recent notes offering to fund a distribution to its
shareholders.

Ratings Rationale

Kenan's ratings and outlook were lowered, reflecting the material
increase in debt that the company will undertake to fund a
sizeable cash distribution to shareholders. On November 30, 2012,
Kenan announced its plans to issue $200 million in senior
unsecured notes, with approximately $175 million of the proceeds
to be used to fund a distribution to shareholders. This
transaction, which raises total debt (including Moody's standard
adjustments) by approximately 25%, demonstrates a willingness by
the company to undertake a more aggressive financial strategy
which is better reflected in the lower CFR of B1. Moody's
estimates Kenan's leverage to increase from 4.0 times Debt to
EBITDA (as of September 30, 2012, pro forma for full year of
operations from 2012 acquisitions) to approximately 4.8 times
based on FY 2012 pro forma estimated operating results. Retained
Cash Flow to Debt (not including the planned distribution)
similarly deteriorates, from approximately 18% to 15%. These
leverage metrics are more typically associated with B1 rated
entities.

The ratings also positively consider Kenan's leading position as a
truck transporter of bulk fuel and chemicals with nationwide
service, and the relative stability of earnings and cash flow that
the company has experienced throughout the economic cycle. Kenan's
strategy of growth through acquisitions continues to be an
important rating constraint. Moody's recognizes that Kenan has
been successful in integrating recent acquisitions in a manner
that grows its business while maintaining margins. Nonetheless,
Moody's believes that any sizeable debt funded acquisitions that
Kenan undertakes would involve additional challenges for the
company.

In applying Moody's Loss Given Default Methodology to determine
the ratings of the debt instruments, it has assigned a 50% Family
Recovery Rate, as Kenan's debt structure now consists of both
senior secured bank debt as well as unsecured notes. Because of
this, Kenan's Probability of Default Rating is the same as its
Corporate Family Rating (B1). This results in the senior secured
ratings at Ba3, which is one notch above the CFR, and senior
unsecured notes rated B3, which is two notches below the CFR.

Kenan's negative ratings outlook reflects the weakening in the
company's credit metrics due to the recent increase in debt.
Moody's believes that the company would need to fully meet its
operating plan in order to restore its credit profile to a level
that would leave Kenan well positioned in the B1 rating category.
With the heavier debt burden from the dividend, the adverse
effects of any performance shortfalls would be magnified in
financial metrics.

Ratings or their outlook could be revised downward if market
conditions were to substantially deteriorate over the near term,
or if the company were to undertake a large leveraged acquisition
involving an undue level of additional debt. Ratings could be
lowered if Debt to EBITDA were to exceed 5.0 times, if EBIT to
Interest falls below 1.5 times, or if availability under the
revolving credit facility were to diminish due to high usage or
covenant restrictions.

Since debt is not likely to be reduced materially during the next
few years, ratings are not expected to be upgraded over the near
term. However, over the longer term, ratings could be adjusted
upward if, after taking into account acquisitions, the company
could demonstrate improving margins and leverage through earnings
growth or reduction of debt through use of free cash flow. EBIT to
Interest would need to exceed 3 times with Debt to EBITDA
sustained below 4.0 times to warrant an upgrade of the CFR.

Issuer: Kenan Advantage Group, Inc.

  Downgrades:

     Corporate Family Rating, Downgraded to B1 from Ba3

  Assignments:

    Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5,
    86%)

  Outlook Actions:

    Outlook, Changed To Negative From Stable

Kenan Advantage Group, Inc., headquartered in North Canton, OH, is
a provider of liquid bulk transportation services and logistics to
the fuels, chemical and food markets.

Kenan Advantage Group, Inc's 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
Kenan Advantage Group, Inc's core industry and believes Kenan
Advantage Group, Inc's 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.


KENAN ADVANTAGE: S&P Cuts CCR to 'B+' on Debt-Financed Dividend
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kenan Advantage Group Inc. to 'B+' from 'BB-'. The
outlook is stable.

"At the same time, we assigned our 'B-' issue-level rating to
Kenan Advantage's proposed $200 million senior notes due 2018. The
recovery rating is '6', indicating our expectation of negligible
(0%-10%) recovery in the event of a payment default," S&P said.

"We also affirmed our 'BB-' issue-level rating on the company's
senior secured credit facility and revised our recovery rating to
'2' from '3'. The '2' recovery rating indicates our expectation of
a substantial (70%-90%) recovery of principal in a payment default
scenario," S&P said.

"The downgrade reflects increased debt leverage resulting from
Kenan Advantage's proposed $200 million senior note issue, which
will be used to fund a dividend to its financial sponsor," said
Standard & Poor's credit analyst Anita Ogbara. "Pro forma for the
transaction, FFO to total debt is about 15%, debt to EBITDA about
5x, and debt to capital in the mid-60% area. We previously
expected total debt to EBITDA in the 4x area, and FFO to total
debt at about 20%. Following the downgrade, our revised
expectations include debt to EBITDA in the 4.5x-5.0x range and FFO
to debt in the mid-teens-percent area."

"We base our current ratings on the expectation that the company
will continue to manage its acquisitions in a manner that will
preserve ratings at the current level. Kenan Advantage operates in
a competitive and fragmented industry with relatively modest
returns. However, the company maintains a leading market position
in short-haul-truck fuel delivery and a diverse mix of customers,
geographic regions, and end markets. We characterize the company's
business risk profile as 'fair,' its financial risk profile as
'highly leveraged,' and its liquidity as 'adequate' under our
criteria," S&P said.

"The outlook is stable. Given stable demand for petroleum
transportation services and disciplined acquisition spending, we
expect modest improvement in earnings and cash flow over the next
several quarters. However, in the next one to two years, we expect
Kenan Advantage to make acquisitions that likely will increase
debt levels," S&P said.

"We could lower the ratings if overpayment for acquisitions or
earnings deterioration results in FFO to total debt consistently
in the low-teens percentage area. Given the company's acquisitive
growth strategy and financial sponsor ownership, an upgrade is
unlikely in the next couple of years," S&P said.


KENAN ADVANTAGE: S&P Cuts CCR to 'B+' on Debt-Financed Dividend
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kenan Advantage Group Inc. to 'B+' from 'BB-'. The
outlook is stable.

"At the same time, we assigned our 'B-' issue-level rating to
Kenan Advantage's proposed $200 million senior notes due 2018. The
recovery rating is '6', indicating our expectation of negligible
(0%-10%) recovery in the event of a payment default," S&P said.

"We also affirmed our 'BB-' issue-level rating on the company's
senior secured credit facility and revised our recovery rating to
'2' from '3'. The '2' recovery rating indicates our expectation of
a substantial (70%-90%) recovery of principal in a payment default
scenario," S&P said.

"The downgrade reflects increased debt leverage resulting from
Kenan Advantage's proposed $200 million senior note issue, which
will be used to fund a dividend to its financial sponsor," said
Standard & Poor's credit analyst Anita Ogbara. "Pro forma for the
transaction, FFO to total debt is about 15%, debt to EBITDA about
5x, and debt to capital in the mid-60% area. We previously
expected total debt to EBITDA in the 4x area, and FFO to total
debt at about 20%. Following the downgrade, our revised
expectations include debt to EBITDA in the 4.5x-5.0x range and FFO
to debt in the mid-teens-percent area."

"We base our current ratings on the expectation that the company
will continue to manage its acquisitions in a manner that will
preserve ratings at the current level. Kenan Advantage operates in
a competitive and fragmented industry with relatively modest
returns. However, the company maintains a leading market position
in short-haul-truck fuel delivery and a diverse mix of customers,
geographic regions, and end markets. We characterize the company's
business risk profile as 'fair,' its financial risk profile as
'highly leveraged,' and its liquidity as 'adequate' under our
criteria," S&P said.

"The outlook is stable. Given stable demand for petroleum
transportation services and disciplined acquisition spending, we
expect modest improvement in earnings and cash flow over the next
several quarters. However, in the next one to two years, we expect
Kenan Advantage to make acquisitions that likely will increase
debt levels," S&P said.

"We could lower the ratings if overpayment for acquisitions or
earnings deterioration results in FFO to total debt consistently
in the low-teens percentage area. Given the company's acquisitive
growth strategy and financial sponsor ownership, an upgrade is
unlikely in the next couple of years," S&P said.


KEYPOINT GOVERNMENT: S&P Gives 'B' CCR on Completed Transaction
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Loveland, Colo.-based KeyPoint Government
Solutions Inc. The outlook is negative.

"At the same time, we assigned our 'B' issue-level rating to the
company's proposed $160 million senior secured credit facility,
consisting of a $10 million revolving credit facility and $150
million first-lien term loan facility. The recovery rating is '3',
which indicates our expectation of meaningful recovery (50% to
70%) for lenders in the event of a payment default or bankruptcy,"
S&P said.

"We estimate the company has about $150 million in reported debt
outstanding following the transaction," S&P said.

"The ratings on KeyPoint Government Solutions reflect our analysis
that the company's business risk profile will remain 'vulnerable,'
because we believe the company will remain highly dependent on the
OPM for the majority of its revenue," said Standard & Poor's
credit analyst Brian Milligan.

"The negative outlook reflects our analysis that credit ratios may
meaningfully deteriorate if recent share gains under the OPM field
services contract reverse. High revenue concentration with the OPM
and limited visibility from the OPM heightens this risk. The
negative outlook also recognizes the potential for credit ratios
to miss our forecast, likely from the reversal of recent share
gains with the OPM, which could cause credit ratios to weaken to
levels indicative of a 'highly leveraged' financial risk profile,
including total debt to EBITDA above 5x," S&P said.

"We could lower the ratings if the company's OPM business declines
and many of the recent expenses identified as nonrecurring prove
to be recurring, resulting in credit ratios worsening to levels
indicative of a highly leveraged financial risk profile, including
adjusted leverage in the mid-5x area. Based on pro forma results
and considering our expense adjustments for certain nonrecurring
expenses, an EBITDA decline of about 15% is necessary for adjusted
leverage to reach the mid-5x area," S&P said.

"We could revise the outlook to stable if the company's recent
share gains under the OPM contract continue through 2013, allowing
credit ratios to stabilize firmly within levels indicative of an
aggressive financial risk profile, including adjusted leverage in
the low-4x area. Based on pro forma results and considering our
expense adjustments for certain nonrecurring expenses, EBITDA
growth of about 15% is necessary for adjusted leverage to reach
the low-4x area," S&P said.


LARRY MARTIN: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Doug Walker at RN-T.com reports Larry C. Martin, Floyd County's
leading individual property owner, has filed for Chapter 11
bankruptcy protection.

According to the report, Mr. Martin's bankruptcy petition was
entered on Nov. 25, 2012, two days before Branch Banking & Trust
filed a six-count civil suit against him seeking to recover
$2,834,194 plus interest on notes that Mr. Martin has allegedly
defaulted on.

According to the report, the civil case has been assigned to U.S.
District Court Judge Harold L. Murphy in Rome.  The bankruptcy
case has been assigned to Judge Mary Grace Diehl.

According to the report, a meeting of creditors has been scheduled
for Jan. 9, 2013.

The report relates the bankruptcy petition lists the estimated
number of creditors in excess of 100, with estimated liabilities
of between $50 million and $100 million.  The document lists Mr.
Martin's assets at between $100 million and $500 million.

The petition lists more than 100 pages of creditors, including the
city of Rome and Floyd County tax offices, Heritage First Bank,
River City Bank, Citizens First, Greater Rome Bank, Bank of the
Ozarks, United Community Bank, Regions, Wells Fargo and SunTrust,
the report adds.

The report says Cartersville Sprinkler is listed as the largest
unsecured creditor, owed $34,124.  Ware Mechanical of Rome is the
largest local unsecured creditor, with a bill totaling $17,976.

The report notes Mr. Martin has acquired hundreds, if not
thousands, of properties, both land and buildings, across the
Southeast during the course of the last three decades, and his
cash flow on those properties has been significantly hurt by the
recession of the last five years.  A slew of his vacant properties
have been damaged by thieves and vandals who have stripped them of
copper tubing and electrical wiring to the point where it has
taken tens of thousands of dollars to repair in a bid to make them
rentable.

The report relates Mr. Martin has staved off a tax sale of more
than a hundred properties in Floyd County largely by having
lienholders agree to pay back taxes.  In March 2011, Mr. Martin
attempted to sell properties in downtown Rome at auction to
generate some cash flow but accepted only one of the bids at that
sale, getting rid of the building at 326 Broad St., which was
purchased by Joyce Greene Manning.


LONGVIEW POWER: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 85.65 cents-on-
the-dollar during the week ended Friday, Nov. 30, a drop of 0.20
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
28, 2014.  The loan is one of the biggest gainers and losers among
207 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

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


LSP ENERGY: Wants Exclusive Control of Case Until February
----------------------------------------------------------
LSP Energy Limited is asking the U.S. Bankruptcy Court for the
District of Delaware to extend its exclusive periods to file and
solicit acceptances for a proposed chapter 11 plan until Dec. 21,
2012, and Feb. 20, respectively.  This is the Debtor's fourth
extension request.  A Dec. 19 hearing at 11:30 a.m. has been set.
Objections, if any, are due Dec. 7, at 4:00 p.m.

As reported in the Troubled Company Reporter on Oct. 24, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that all three units at the plant -- an 837-megawatt
combined-cycle natural gas-fired electric generating facility in
Batesville, Mississippi -- shut down with mechanical problems.

The plants are still out of service.  LSP said the outage
"slightly delayed" completion of the sale and the filing of a
liquidating Chapter 11 plan.  LSP said it needs to repair damage
and determine the cause.

LSP said that financing for the Chapter 11 case is undrawn.
Fixing the plant might require a draw on the loan facility,
according to a court filing.

                          About LSP Energy

LSP Energy Limited owns and operates an electricity generation
facility located in Batesville, Mississippi.  The facility
consists of three gas-fired combined cycled electricity generators
with a total generating capacity of approximately 837 magawatts
and is electrically interconnected into the Entergy and Tennessee
Valley Authority transmission systems.

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.

LSP has a $20 million secured loan provided by lenders including
John Hancock Financial Services Inc.  LSP was forced into
bankruptcy following mechanical problems that took one of three
units out of service.

Bondholders have claims for $211 million on two series of secured
bonds.  In addition, there was a $3.9 million working capital
facility and $23.3 million in secured debt owing to an affiliate
of Siemens AG, which repairs and maintains the facility.

The Court authorized the Debtors to sell of the facility to the
highest bidder South Mississippi Electic Power Association.


LYONDELL CHEMICAL: Unit, Cleanup Site Owner Spar Over Claim
-----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a Lyondell Chemical
Co. subsidiary and Route 21 Associates of Belleville LLC clashed
in New York federal court Tuesday over a contractual environmental
cleanup dispute simmering in Lyondell's bankruptcy, with counsel
for Route 21 arguing the debtor must perform under a previous
settlement.

The oral arguments came in Route 21's appeal from a New York
bankruptcy judge's May 18 order denying specific performance and
administrative expense status for two claims the company had filed
in Lyondell's bankruptcy over contamination at a New Jersey site
it purchased, Bankruptcy Law360 says.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MF GLOBAL: Commodity Customers Seek Subpoena of CEO, Other Execs
----------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that former MF Global
Inc. customers Monday sought court approval to subpoena CEO Jon
Corzine along with Chief Financial Officer Henri Steenkamp and
other executives of the besieged securities brokerage to testify
on issues including the transfer of customer separated funds.

                         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.


MF GLOBAL: UK Administrators Recoup GBP1 Billion in Assets
----------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that MF Global's U.K. administrators have
recovered around GBP1 billion in assets.

DBR relates KPMG, the insolvency administrator that is winding
down MF Global under the U.K.'s equivalence of Chapter 11, said in
a report Thursday that it has nearly doubled the amount of so-
called nonsegregated assets.  Those assets -- cash and securities
collected from banks, clearinghouses and exchanges -- are
earmarked for the U.K. arm's unsecured creditors.

According to the report, the recovered funds, which when converted
to dollars amounts to $1.6 billion or roughly the amount of the
shortfall in customer funds that was discovered when the brokerage
collapsed in October 2011, may not be available to plug that gap.

DBR notes KPMG said a month ago that it could eventually recover
up to $3.2 billion to distribute to clients and creditors, whose
claims will likely total somewhere between $3 billion and $3.6
billion.

The report also notes the U.K. administrators have already made an
interim distribution of 26 cents on the dollar to MF Global
clients, but are holding off on doling out any more until they
resolve a number of issues with the bankruptcy trustees overseeing
the liquidation of MF Global's U.S. broker-dealer and its holding
company parent.  Among those issues is a lawsuit filed by Louis
Freeh, the former director of the Federal Bureau of Investigation
who is overseeing the Chapter 11 case of MF Global Holdings Ltd.
Mr. Freeh has appealed the administrators' rejection of the
holding company's $418 million claim.  That appeal is pending.

The U.K. unit, the report adds, is also sparring with James
Giddens, the trustee of MF Global's U.S. brokerage operation, over
$700 million that Mr. Giddens says belongs to U.S. customers.  The
dispute hinges on whether those U.S. customers who did business in
foreign markets and were supposed to have money in so-called
segregated accounts can tap the assets held in a general pool of
funds for U.K creditors.

                         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.


MICHAEL JOSEPH SCARFIA: Puerto Rico Court Dismisses Case
--------------------------------------------------------
Michael Joseph Scarfia received a double black-eye Friday when a
bankruptcy judge in Puerto Rico ruled that his Chapter 11 petition
was improperly filed in that district, and that the bankruptcy
case should be dismissed.

The Federal Deposit Insurance Corporation, as receiver for
Westernbank Puerto Rico, sought to dismiss or transfer venue of
the chapter 11 proceeding to the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division.  The FDIC-R contends
that Mr. Scarfia's principal place of business is in Clearwater,
Florida, as there is where Mr. Scarfia resides and where most
decisions are made.  Westernbank Puerto Rico granted loans to
entities controlled by Mr. Scarfia, including roughly $100,000,000
in default.

Mr. Scarfia argues that the District of Puerto Rico is the proper
venue because the FDIC has sued Mr. Scarfia as guarantor of loans
made to corporations engaged as developers in the District of
Puerto Rico; and that the loans which he guarantees were executed
in Puerto Rico.

According to Judge Enrique S. Lamoutte, the fact that there may be
entities in Puerto Rico that received loans guaranteed by Mr.
Scarfia and that some may be in bankruptcy does not translate in
proper venue for Mr. Scarfia.

"The filing of a petition by a parent does not have the effect of
filing a petition for bankruptcy on behalf of subsidiary
corporations.[] Each corporate entity is separate for bankruptcy
purposes," Judge Lamoutte cites Hon. Nancy C. Dreher and Hon. Joan
Feeney, Bankruptcy Law Manual Sec. 3.4 (5th ed. 2012).
"After considering the totality of the circumstances, including
debtor's residence, domicile, location of his scheduled assets,
scheduled source of his income, and disclosed location of his
employer, the court concludes that the District of Puerto Rico is
not the proper venue.  Furthermore, his asset to liabilities ratio
($108,932/$135,029,020, that is, .08%) moves the court to conclude
that dismissal is the appropriate remedy," Judge Lamoutte
continued.

A copy of the Court's Nov. 30, 2012 Opinion and Order is available
at http://is.gd/8fsfd2from Leagle.com.

                    About Michael Joseph Scarfia

Michael Joseph Scarfia filed for Chapter 11 bankruptcy (Bankr. D.
P.R. Case No. 12-06346) on Aug. 12, 2012.  The petition discloses
that the debtor is a resident and is domiciled in Clearwater,
Florida, and that his principal place of business is "Outside Home
State."  His Schedule A (Real Property) lists a condominium in
Clearwater with a current value of $83,550.  Schedule I (Current
Income of Individual Debtor) discloses that the debtor has been
employed by Gibraltar Group, Inc. for 20 years and is the
president of Gibraltar Group, Inc. The address of his employer is
1079 Cephas Drive, in Clearwater.

The summary of schedules filed on Aug. 27 shows Mr. Scarfia has
total assets of $108,932 and total liabilities of $135,029,020.
Schedule F lists unsecured creditors in the amount of
$135,020,020, all of which are on account of personal guarantees.
Schedule H lists the following as co-debtors: JM Ponce III, LP,
SE; MJS Las Croabas Properties, Inc.; Museum Towers, LP; Sabana
del Palmar, Inc.; Yasscar Development Corp.; Gulfcoast Irrevocable
Trust XIX; Gulfcoast Irrevocable Trust XIV; Gulfcoast Irrevocable
Trust VII; Gulfcoast Irrevocable Trust IV; Gulfcoast Irrevocable
Trust XI; Gulfcoast Irrevocable Trust XIII; Gulfcoast Irrevocable
Trust; Gulfcoast Irrevocable Trust XV; Gulfcoast Irrevocable Trust
XXVIII; Gulfcoast Irrevocable Trust XVI; Gibraltar Development
Corp.; FB Boswell, Inc.; Isla Completa, Corp.; Puerto del Este,
Inc.; SFN Arecibo LP, SE; Yasscar Caguas Development Corp. and SF
Ponce II LLC.  The co-debtors have the same Clearwater, Florida
address.

                About Gulfcoast Irrevocable Trust

Three business trusts owned by Michael J. Scarfia filed for
Chapter 11 protection in Old San Juan, Puerto, Rico on Aug. 10,
2012.  Gulfcoast Irrevocable Trust I (Case No. 12-06338) serves as
the holding company and own 100% of the shares of Gibraltar
Construction Company, Inc., Gibraltar Development Corp., and
Gulfcoast Contractors, Inc.

Gulfcoast Irrevocable Trust XIV (Case No. 12-06339) serves as
holding company and owns 50% of the shares of Yasscar Caguas
Development, Corp. and Yasscar Development, Corp.

Gulfcoast Irrevocable Trust XIX (Case No. 12-06340) is the holding
company and owns 49.5% of the shares of JM Ponce III, LP, S.E.

The corporations owned by the Debtors, as a holding company and
owner of shares, do business in Puerto Rico.  The Debtors as a
separate legal entity are not actually operating as a business as
their monthly report of operations on file show no or minimal
expenses or cash flow.  The Trusts are merely holding companies of
affiliates operating in Puerto Rico.

Gulfcoast Irrevocable Trust I estimated under $10 million in
assets but more than $100 million in debts in its bare-bones
Chapter 11 petition.  An affiliate, Sabana Del Palmar, Inc., which
owns Mirabella Village & Club, filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 12-06177) on Aug. 5, 2012.


MINERA Y METALURGICA: Export-Import Bank Financing Renegotiated
---------------------------------------------------------------
Baja Mining Corp. has been informed by Minera y Metalurgica del
Boleo, S.A.P.I. de C.V., which is now controlled by members of the
Korean Consortium, that a portion of MMB's 2010 project financing
facilities provided by the Export-Import Bank of the United States
to MMB has been renegotiated.

In September 2010, US EXIM, the largest lender in the 2010 Project
Financing, agreed to provide MMB with an approximately US$419
million loan facility for the construction and development of the
Boleo project (the "Original US EXIM Facility").  MMB advises that
the Original US EXIM Facility has now been terminated and Korea
Resources Corporation) has negotiated a new approximately US$419
million facility (inclusive of approximately US$126 million
previously outstanding under the Original US EXIM Facility, which
obligations were novated to and assumed by Kores) with US EXIM, to
be used to finance further construction and development of the
Boleo project.

Kores is the only borrower under the Kores Exim Facility.  Kores
has agreed to provide MMB with a new corporate loan facility, and
MMB and Kores are currently working toward a draw-down of the
Kores/MMB facility to be completed in due course.

MMB has further confirmed that in addition to the Kores EXIM
Facility, Kores has advanced an additional US$40 million to MMB
for continuing construction of the Boleo project.  MMB advises
that it has confirmed with Kores that the US$104 million of short
term funding advanced in October and November 2012 were entirely
provided by Kores.

In addition Baja was informed that MMB and the lenders under the
2010 Project Financing agreed to terminate the US$50 million cost-
overrun facility thereunder (under which no loans were outstanding
as of such termination).  The remainder of the facilities under
the 2010 Project Financing, in outstanding loans and commitments,
continue to stand as per the original agreements with MMB's
lenders and remain in default.  However, MMB advises that the 2010
Project Financing lenders have agreed to temporarily forbear
exercise of rights and remedies under the 2010 Project Financing
pursuant to a third standstill agreement, which will expire on
Jan. 15, 2013, subject to automatic extension to March 31, 2013
upon satisfaction of certain conditions. Baja is still liable
under its guarantees provided in connection with the 2010 Project
Financing.

Baja has been advised by SRK Consulting that delivery to Baja of
the summary of the updated NI 43-101 compliant technical report on
the Boleo project which Baja expected to receive by the end of
November will be delayed until January 2013. Baja will disclose
the summary in a news release when it is received, and SRK is
required to deliver and Baja is required to file the final NI 43-
101 compliant technical report within 45 days of this
announcement.


MOSS FAMILY: Has Court's Nod to Hire Patrick Kepchar as Accountant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana has
granted Moss Family Limited Partnership and Beachwalk L.P.,
authorization to employ Patrick Kepchar of PK Financial as
accountant.  Mr. Kepchar will, among other things, prepare any and
all necessary tax returns and other financial filings; and prepare
cash flow projections and assistance with workout options.

                        About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  The Debtor disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.


MOUNT DORA: Case Summary & 10 Unsecured Creditors
-------------------------------------------------
Debtor: Mount Dora Hospitality, LLC
        dba Quality Inn & Suites
        16630 U.S. Highway 441
        Mount Dora, FL 32757

Bankruptcy Case No.: 12-16100

Chapter 11 Petition Date: November 30, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Justin M. Luna, Esq.
                  LATHAM, SHUKER, EDEN & BEAUDINE, LLP
                  P.O. Box 3353
                  Orlando, FL 32802-3353
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bknotice@lseblaw.com

                         - and ?

                  Christopher R. Thompson, Esq.
                  LATHAM, SHUKER, EDEN & BEAUDINE, LLP
                  111 N. Magnolia Avenue, Suite 1400
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bknotice@lseblaw.com

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

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

A copy of the Company's list of its 10 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-16100.pdf

The petition was signed by Dharmendra M. Patel, managing member.


NEWPAGE CORP: Ch. 11 Plan Shirks Cleanup Duties, Wisc. Says
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the state of
Wisconsin said Thursday that NewPage Corp.'s reorganization plan
improperly handcuffs regulators from enforcing the troubled paper
company's environmental cleanup duties at four mills in the state.

In an objection filed in Delaware bankruptcy court, Wisconsin
Attorney General J.B. Van Hollen took issue with "broad
injunctions" in the plan against the enforcement of claims against
NewPage after it exits bankruptcy, according to Bankruptcy Law360.

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.


NNN 3500: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: NNN 3500 Maple 26, a Delaware limited liability company
        2861 Chios Road
        Costa Mesa, CA 92626

Bankruptcy Case No.: 12-23718

Chapter 11 Petition Date: November 30, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: Darvy M. Cohan, Esq.
                  DARVY MACK COHAN ATTORNEY AT LAW
                  7855 Ivanhoe Avenue, Suite 400
                  La Jolla, CA 92037
                  Tel: (858) 459-4432
                  Fax: (858) 454-3548
                  E-mail: dmc@cohanlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cacb12-23718.pdf

The petition was signed by Mubeen Aliniazee, restructuring
officer.


NORTHSTAR AEROSPACE: Files Motion to Enforce July 24 Sale Order
---------------------------------------------------------------
BankruptcyData.com reports that Northstar Aerospace and Fifth
Third Bank filed with the U.S. Bankruptcy Court a motion for an
order enforcing a July 24, 2012 sale order under which
substantially all of the Debtors' assets and the assets of the
Canadian vendors were sold to Heligear Acquisition Co. and
Heligear Canada Acquisition Corporation for a total of
$70 million.

According the Debtors, since the sale order was entered, Heligear
has failed to satisfy several material obligations under the order
and agreement.  The Debtors allege that the purchasers owe a total
of $20,112 for eligible deposits that were not assumed by the
purchasers, $469,430 for pre-paid inventory, based on expected
inventory delivery dates, out of a total $869,733 inventory pre-
payment reimbursement obligation under the purchase agreement and
that Heligear has not provided the Company with complete access to
all of their books and records, which has hindered the Debtors'
ability to prepare all necessary tax returns and wind up their
estates.

The Court scheduled a Dec. 10, 2012 hearing on the matter.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

The names of the Debtors were changed as contemplated by the
approved sale transaction.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  About 60%
of the assets and business are with the U.S. debtors.


OHANA GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ohana Group LLC
        3601 Fremont Avenue N.
        Seattle, WA 98103

Bankruptcy Case No.: 12-21904

Chapter 11 Petition Date: November 30, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: James L. Day, Esq.
                  BUSH STROUT & KORNFELD LLP
                  601 Union Street, Suite 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  E-mail: jday@bskd.com

Scheduled Assets: $16,000,000

Scheduled Liabilities: $11,696,131

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wawb12-21904.pdf

The petition was signed by Daniel Cawdrey, member-manager.


ORIENTAL TRADING: Moody's Withdraws 'B2' CFR/PDR
------------------------------------------------
Moody's Investors Service withdrew all ratings of Oriental Trading
Company, Inc.

The following ratings were withdrawn:

Corporate Family Rating at B2

Probability of Default Rating at B2

$195 million senior secured term loan at B2 (LGD 4, 56%)

The positive rating outlook was also withdrawn.

Ratings Rationale

The rating action reflects that all of OTC's rated debt was repaid
following its acquisition by Berkshire Hathaway (LT Issuer Rating
- Aa2/Prime-1/stable).

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

Headquartered in Omaha Nebraska, Oriental Trading is a catalog
retailer of party goods and novelty items.


PACIFIC CAPITAL: Moody's Raises BFSR From 'C+'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Pacific Capital
Bancorp and its subsidiaries (Pacific Capital) following the
completion of its acquisition by UnionBanCal Corporation
(UnionBanCal, senior A3). Pacific Capital's operating bank, Santa
Barbara Bank & Trust, N.A, was upgraded to A2 from Ba3 for long-
term deposits, to C+ from D- for bank financial strength, and to
Prime-1 from Non-prime for short-term deposits. The holding
company issuer rating was changed to A3 from B2. Following this
action, the outlook is stable.

The rating actions conclude the rating review that began when the
acquisition was announced on March 12, 2012.

Ratings Rationale

The upgrade is the result of the acquisition, in which the higher
rated UnionBanCal assumed all of Pacific Capital's assets and
liabilities. The upgraded ratings and stable outlook match those
of UnionBanCal. Pacific Capital Bancorp and Santa Barbara Bank &
Trust were merged into UnionBanCal and Union Bank, N.A.,
respectively on December 3, 2012. Therefore the ratings of Pacific
Capital will be withdrawn.

The last rating action on Pacific Capital was on March 12, 2012,
when Moody's placed the ratings of Pacific Capital and its
subsidiaries on review for upgrade.

Pacific Capital Bancorp is headquartered in Santa Barbara,
California and reported assets of $6 billion at September 30,
2012. UnionBanCal Corporation is headquartered in San Francisco,
California and reported assets of $88 billion at September 30,
2012.

The principal methodology used in these ratings was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.


PHILADELPHIA NEWSPAPERS: Charter School Seeks Supreme Court Review
------------------------------------------------------------------
Dan Packel at Bankruptcy Law360 reports that a charter schools
company earlier this month urged the U.S. Supreme Court to review
a case in which it seeks a $1.8 million administrative expense
claim from Philadelphia Newspapers LLC, the formerly bankrupt
former parent of the Philadelphia Inquirer, stemming from
allegations of defamation.

Charter School Management Inc. claims a bankruptcy court violated
the company's due process rights by holding expedited hearings in
the case without reason, according to Bankruptcy Law360.

                   About Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owned
and operated numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications were
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No.
09-11204) on Feb. 22, 2008.  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  Philadelphia Newspapers estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

The Debtors proposed a plan of reorganization which would sell
substantially all of their assets at an auction.  The Philadelphia
Media Network, which was formed by the Debtors' secured lenders,
acquired the Philadelphia Inquirer, the Daily News and Philly.com
for $105 million in cash.  The Court approved the sale and
confirmed a revised plan at a hearing on Sept. 30.

Philadelphia Newspapers previously won confirmation of a plan
based on the sale of the business to the same group of lenders for
$139 million.  The sale failed to close because the buyers weren't
able to reach agreement on a new labor contract with the Teamsters
union.  After another auction on Sept. 23, the lenders again
emerged as the winning bidder but with a lower offer.

The Plan became effective and the sale closed on Oct. 8, 2010.


PINNACLE AIRLINES: To Delay Talks With Pilots' Union
----------------------------------------------------
Andy Ashby, staff writer at Memphis Business Journal, reports that
Pinnacle Airlines Corp. plans to delay negotiations with Air Line
Pilots Association International while it reviews the latest
flight plan from Delta Air Lines Inc., determining how it could
affect the company going forward.

"In the latest fleet plan we received from Delta, there are
revisions that have not yet been finalized, but we expect that the
CRJ-200 fleet will begin to shrink sometime next year," Pinnacle
president John Spanjers wrote in a letter filed with the U.S.
Securities and Exchange Commission Friday morning, according to
the report.

The report relates, while working to get out of Chapter 11
bankruptcy, Pinnacle reported a $9.8 million operating loss in
October.  The company still has to renegotiate a contract with its
pilots and make a decision on its headquarters.  The company is
considering either a smaller footprint at One Commerce Square in
Downtown Memphis or possibly a move to Minnesota.  The company's
board plans to make a decision by the end of the year.


PRINCE MINERALS: Moody's Assigns 'B3' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
(CFR) and probability of default rating (PDR) to Prince Minerals
Holding Corporation and a Caa1 rating to the company's proposed
$260 million senior secured notes due 2019. The rating outlook is
stable.

The proceeds from the proposed note offering will be used to fund
the company's acquisition of Grinding and Sizing, LLC (GSC),
refinance a portion of its existing indebtedness and pay related
fees and expenses. The company plans to pay down the outstanding
balance on its term loan and revolving credit facility and to
upsize the borrowing limit on that facility to $50 million.

The following actions were taken:

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3

Senior Secured Notes, Assigned Caa1 (LGD4, 60%)

Outlook, Stable

This is a newly initiated rating and is Moody's first press
release on this issuer.

Ratings Rationale

The B3 corporate family and probability of default ratings reflect
Prince Minerals small size, elevated leverage, minimal free cash
flow and significant exposure to the cyclical energy and steel
sectors. The ratings also reflect the company's acquisitive
history and the likelihood of further debt financed acquisitions,
which reduce the likelihood of substantial deleveraging. Moody's
expects Prince Minerals to have an elevated leverage ratio of
approximately 4.5x when the note offering is complete.

Prince Mineral's ratings are supported by the company's above
average margins relative to other steel and energy industry
distributors, long-term relationships with large and well-
established customers and the diverse mix of products distributed
by the company. Prince Mineral's pro-forma liquidity profile also
supports the rating since they will have no near-term debt
maturities and low outstanding borrowings on the credit facility
after the note offering is complete.

The stable outlook presumes the company's operating results will
remain relatively stable over the next 12 to 18 months and result
in gradually improved credit metrics. It also assumes the company
will carefully balance its leverage and other credit metrics with
its acquisition strategy. The outlook considers the resilience of
the distribution business model, which in a downturn should
benefit from cash generated through working capital.

The ratings could experience upward pressure if the company
successfully integrates the acquisition of Grinding and Sizing,
maintains above average EBITDA margins and achieves improved free
cash flow and credit metrics. This would include consistently
generating free cash flow of at least $50 million, reducing the
leverage ratio below 4.0x and raising the interest coverage above
2.0x, as measured by (EBITDA-CAPEX)/Interest.

Negative rating pressure could develop if deteriorating operating
results, debt financed acquisitions or shareholder distributions
result in a leverage ratio above 5.0x or an interest coverage
ratio below 1.5x, as measured by (EBITDA-CapEx)/Interest. A
significant reduction in borrowing availability or liquidity could
also result in a downgrade.

The principal methodology used in rating Prince Mineral Holdings,
Inc. was the Global Distribution & Supply Chain Services
methodology published in November 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Prince Minerals, headquartered in New York, New York is a
processor and distributor of specialty minerals, raw materials,
and niche industrial additives. The company's products are used in
the production of steel, bricks, glass and other products and in
foundries, oil and gas drilling and agricultural applications.
Prince Minerals operates out of 13 facilities located in the
United States and Europe. In the twelve months ended September 30,
2012, the company generated pro forma sales of approximately $328
million with approximately 77% of sales in the US, 14% in Europe,
Middle East & Africa, 7% in Canada and the remainder in Latin
America and the Asia Pacific region. The company was formed in
2003 and is owned by affiliates of Palladium Equity Partners II,
LLC.


POWER BALANCE: Losses Sacramento Kings Sponsorship
--------------------------------------------------
Chris Casacchia at Orange County Business Journal reports Power
Balance LLC's multi-year title sponsorship with the Sacramento
Kings basketball club has ended less than two years into the deal.

The report notes the company will no longer have signage on the
King's stadium or other team marketing materials.  Power Balance
owes $100,000 to the Sacramento Kings, according to bankruptcy
filings.  Its sponsorship was reportedly around $1 million a year.

The report recounts Power Balance reportedly paid out a $57
million settlement last year with customers who charged the
company with false advertising over the marketed benefits of
wearing its bracelets.  Power Balance has denied those reports,
saying it paid out $1 million.

                About Power Balance Technologies

Power Balance LLC filed for Chapter 11 (Bankr. C.D. Calif. Case
No. 11-25982) on Nov. 18, 2011.  Judge Theodor Albert presides
over the case. Garrick A. Hollander, Esq., at Winthrop Couchot,
serves as the Debtor's counsel.  In its petition, Power Balance
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts.  The petition was signed by Henry G.
Adamanym, Jr., chairman.

Power Balance -- http://www.powerbalance.com-- is the creator of
the original Power Balance Performance Technology(TM) silicone
wristband and the leader in the market for Performance Technology
sports accessories.  The company is headquartered in Orange
County, CA and distributes its products in the US and
internationally in more than 40 countries.


QUEEN CITY AUDIO: Court Approves Bankruptcy Exit Plan
-----------------------------------------------------
Ely Portillo at Charlotteobserver.com reports that Queen City
Audio Video & Appliances will soon exit bankruptcy protection,
under the terms of a court-approved settlement that reduces debts
and eases the company's lease terms.

According to the report, a federal judge approved the company's
exit plan.  Chief executive Roddey Player said Queen City was able
to get out of bankruptcy in under a year by working with its
suppliers.

Charlotte, North Carolina-based Queen City Television Service Co.,
Inc. aka Queen City Audio Video Appliances filed for Chapter 11
protection on Feb. 1, 2012 (Bank. W.D. N.C. Case No. 12-30241).
Judge Laura T. Beyer presides over the case.  Richard S. Wright,
Esq., at Moon Wright & Houston, PLLC, represents the Debtor.  The
Debtor estimated assets of less than $50,000 and debts of between
$1 million and $10 million.


PURE BEAUTY: Plan Filing Exclusivity Extended to Jan. 26
--------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended, at the behest of Pure Beauty Salons
& Boutiques, Inc., et al., the exclusive periods to file a Chapter
11 plan and solicit acceptances of that plan to Jan. 26, 2013, and
March 25, 2013, respectively.

In their extension motion, the Debtors said that neither the
initial exclusive periods, nor the additional time granted
pursuant to the third extension order, afforded the Debtors with
sufficient time to both conduct the sale process and reconcile
issues that have arisen in conjunction with the negotiation of the
sale and finalization thereof.

Since the Petition Date, the Debtors have spent considerable time
conducting sale process and finalizing contemplated sale
transaction.  The Debtors said that they commenced these cases to
maximize the value of their estates for the benefit of creditors
through a sale of substantially all of their assets.  The Debtors,
Regis Corporation and Regis' assignees entered into an asset
purchase agreement, whereby the Proposed Assignee agreed to
acquire substantially all of the Debtors' assets and assume
certain liabilities for aggregate consideration estimated to be
$18 million, subject to adjustment to be made through the date of
the closing.  The Court approved the sale process in November
2011, and authorized the bid submitted by Regis and the Proposed
Assignee and the APAP to serve as a stalking horse bid for the
Sale, subject to higher and better offers.  In February 2012, the
Court approved the APA and consummation of the sale and the
ultimate assignment of the underlying assets to Regis' assignees,
Pure Beauty International, Inc., Fashion Beauty Stores Inc. and
Beauty Franchises, Inc.  The sale closed and went effective in
March 2012, vesting the Assignee with substantially all of the
Debtors' assets.

"Now that the sale has closed, the Debtors are continuing to
assess the scope of the assets held by the Debtors' estates post-
closing and address tangential issues that must be resolved in
connection with the sale.  The Debtors submit that until these
issues are resolved, it is not in the best interests of their
estates to permit the exclusive periods to lapse," the Debtors
stated.

The Debtors assured the Court that they continue to make timely
payment on their undisputed post-petition obligations, and have no
ulterior motive in seeking an extension of the exclusive periods.
"The Debtors believe that they have worked diligently over the
past several months to plan, prosecute, and consummate the sale
process, and at this time the Debtors are handling certain
administrative matters related to the APA, the sale order, and the
Chapter 11 cases.  The Debtors have been in regular communication
with the Creditors' Committee, the Assignee, the landlord
community, and certain other creditors on numerous issues facing
the Debtors' estates," the Debtors said.

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor -- jsvictor@ssgca.com  The Debtors'
notice, claims solicitation, and balloting agent is Epiq
Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


RAIN CII: Moody's Confirms 'B1' CFR/PDR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service. Inc. confirmed the B1 corporate family,
probability of default, and senior secured notes rating of Rain
CII Carbon LLC ("RCC"). At the same time, Moody's assigned a B1
rating to Rain Escrow Corp's ( a wholly-owned subsidiary of RCC)
proposed senior secured notes due December 2020 ("2020 Notes").
The rating assumes that the merger between RCC and Rutgers closes
as contemplated and on the terms as agreed. Upon consummation of
the merger, Rain CII Carbon and CII Carbon Corp. (Co-Issuer) will
become jointly and severally liable for the notes. The rating
outlook is stable.

This rating action concludes the review for possible downgrade
that began on October 23, 2012 following RCC's announcement that
it had entered into an agreement to acquire Rutgers N.V.
("Rutgers") for EUR702 million or approximately $915 million.
Rutgers is owned by Triton Partners and produces coal tar pitch
products that are distributed to aluminum and steel manufacturers,
among others. Proceeds from the offering will be used to fund the
acquisition, including the repayment of all of Rutgers' existing
debt balances.

Ratings Rationale

The confirmation reflects RCC's larger global footprint and
improved product diversity following the Rutgers acquisition. At
the same time, the rating recognizes the increased leverage
position and contraction in key debt protection metrics such as
EBIT/interest, the step out nature of the acquisition in terms of
the business being acquired, and the execution risk associated
with the acquisition.

RCC's B1 corporate family rating reflects the company's free cash
flow generation ability, the relative stability of its
profitability and its good business fundamentals given its
position as a leading supplier of essential carbon products to the
aluminum industry. The rating also incorporates Moody's view that
RCC will continue to generate stable EBITDA and free cash flow
going forward. While Moody's believes that the acquisition of
Rutgers is a medium to long-term credit positive, the rating
considers the execution and integration risk associated with an
acquisition of this size as well as some execution risks
associated with the construction and operation of Rutgers Severtar
joint venture with its Russian partner Severstal (Ba1 stable). On
a pro forma basis, the combined company in fiscal 2011 achieved
$1.9 billion in revenues and operated 17 production facilities
located in at least seven countries.

Rutgers is the world's second largest coal tar distiller and a
major producer of coal tar pitch (CTP), along with co-products
such as naphthalene oil, aromatic oils and other carbon chemicals
used in various industrial and consumer applications. Both CPC and
CTP are key inputs in the production of carbon anodes used in
aluminum smelting. Given Rutgers more European focused business
base, the acquisition will expand RCC's footprint in Europe from
less than 20% of revenues in 2011 to 45%, while reducing the
company's concentration in the Americas.

Although Moody's expects RCC's debt protection metrics such as
debt-to-EBITDA and EBIT-to-interest expense to weaken from
historical averages as a result of the additional debt to fund the
acquisition, Moody's believes that these metrics will remain well-
positioned for the B1 rating level over the next 12 to 18 months,
supported by both RCC's and Rutgers' stable operating performance
and consistent positive cash flow generation.

Notwithstanding the aforementioned business advantages of the
acquisition to RCC's credit profile, the transaction is
transformative for the company given the size and scale of Rutgers
and therefore carries near-term execution risk. Additionally, the
business of Rutgers is characterized by a relatively high
regulatory risk profile, especially for compliance with
environmental, health and safety matters. Rutgers maintains
provisions to cover future potential liabilities and Evonik
Industries Ag (Baa3 positive), its owner, prior to Rutgers
acquisition by Triton Partners in 2008, has indemnified Rutgers
for any liability arising from environmental related claims dating
back to the period when Evonik was the owner, ie before 2008. A
further consideration is the weak global demand for aluminum and
the uncertain timeframe for improvement. A material contraction in
worldwide aluminum production could have an impact on RCC's
financial condition.

The B1 rating on the senior secured notes reflects the benefit of
the loss absorption provided by a considerable proportion of
secured debt in the capital structure that is at parity with these
instruments.

Moody's believes that RCC will maintain good liquidity over the
next four quarters, supported by positive operating cash flows and
its cash position. Liquidity is further enhanced by a recently-
executed $100 million asset-based revolver (ABL) that expires on
November 2017. The company is required under the ABL to maintain a
minimum fixed charge coverage ratio of 1.0 times should
availability fall below $10 million. Moody's expects RCC to
maintain sufficient availability under the ABL over the next four
quarters such that covenants will not be tested.

The stable outlook reflects the combined company's contract
positions for CPC, GPC and CTP as well as its ability to generate
positive cash flow in times of weak end user demand. However, the
company is vulnerable to production curtailments in the aluminum
industry, which would in turn result in lower demand for carbon-
based products.

Given the relatively modest size of the company, its exposure to
commodity-like products, dependency on the aluminum industry as an
end market and the near-term execution risks associated with a
significant acquisition, upward rating movement is unlikely at
this time. However, the rating or outlook could be favorably
impacted should the company successfully execute the integration
of Rutgers and maintain stable operating performance.
Specifically, the ability to sustain leverage (as measured by
debt-to-EBITDA) of less than 3.0 times, EBITDA-to-interest above
5.0 times and free cash flow-to-debt of at least 10% could lead to
upward rating momentum.

RCC's ratings could experience downward pressure if the
fundamentals of its business were to dramatically deteriorate or
key suppliers or off-takers were to move their business or curtail
operations. In addition, an increase in leverage as measured by
the debt-to-EBITDA ratio to more than 4.0 times or the inability
to generate free cash flow could negatively impact the rating or
the outlook.

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

Rain CII Carbon LLC (RCC) is a wholly owned subsidiary of Rain
Commodities Limited (RCOL), an Indian domiciled company. RCC and
its sister subsidiary Rain CII Carbon (Vizag) Limited (RCCVL), an
Indian domiciled calcining company, rank among the top five
calciners globally with consolidated CPC capacity of approximately
2.5 million metric tons, RCC accounting for roughly 1.9 million
metric tons. RCC sells calcined petroleum coke (CPC) for two
principal end uses: the production of aluminum and the production
of titanium dioxide, although the majority of sales are to the
aluminum industry. RCC also sells steam and electricity from waste
heat generated during the calcining process. Through its planned
acquisition of Rutgers N.V. ("Rutgers"), a leading coal tar
distiller and major producer of coal tar pitch (CTP), along with
co-products such as naphthalene oil, aromatic oils and other
carbon chemicals, the company will add around 1.1 million metric
tons of coal tar distillation capacity to its operations. For the
twelve months ending September 30, 2012, RCC generated
approximately $606 million of revenues.


RAINBOW LAND: Zions Bank Can Proceed With Foreclosure
-----------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada lifted the automatic stay in the Chapter 11
case of Rainbow Land & Cattle Company, LLC, and authorized secured
creditor Zions First National Bank to foreclose the real and
personal property subject to the Zions Deed of Trust.  The
property consists approximately 506.64 acres, located in and
around Caliente, Nevada, and certain water rights.

                         About Rainbow Land

Rainbow Land & Cattle Company, LLC, owns 466 undeveloped acres of
real property located in Caliente, Nevada, along with 133 acre fee
of water rights.

Rainbow Land filed a Chapter 11 petition (Bankr. D. Nev. Case No.
12-14009) on April 4, 2012.  It scheduled $15.43 million in assets
and $2.50 million in liabilities.  The Debtor owns land and water
rights in Caliente with a combined value of $15.4 million.  The
properties secure $2.4 million of debt.

Judge Bruce A. Markell presides over the case.  The Law Offices of
Alan R. Smith serves as bankruptcy counsel.  The petition was
signed by John H. Huston, managing member.

The Debtor's plan proposes to defer payments to Zions Bank, other
secured creditors, and unsecured creditors for three years or
earlier if a refinancing or sale of its property is obtained.


REAL MEX: Wants Removal Deadline Extended Until Feb. 25
-------------------------------------------------------
Real Mex Restaurants, Inc., et al., filed with the Bankruptcy
Court a fourth request for extension of the Debtors' period to
file notices of removal with respect to civil actions pending as
of the Petition Date.  Real Mex wants the so-called removal
deadline moved to Feb. 25, 2013.  A Dec. 12 hearing has been set
on the matter.  Objections, if any, are due Dec. 5 at 4 p.m.

                         About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

The Court has approved that certain asset purchase agreement
between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012,
for the sale of substantially all of the Debtors' assets.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard
P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its
financial advisor.

Early this year, the Bankruptcy Court authorized Real Mex to sell
substantially all of their assets to RM Opco, LLC, an entity
formed by a group of its bondholders.  Pursuant to the Jan. 27,
2012 purchase agreement, the purchaser made a written offer to
acquire the assets in exchange for (i) an $80,000 credit bid, (ii)
$53,569,000 in cash, and (iii) the assumption of the assumed
liabilities.


REVEL CASINO: Warns of Possible Bankruptcy Amid $1.3BB Debt Load
----------------------------------------------------------------
Salvador Rizzo, writing for NJ.com, reports that Revel, Atlantic
City, New Jersey's newest oceanfront resort, has warned federal
regulators about a potential bankruptcy or foreclosure, citing its
growing debt load of more than $1.3 billion and the possibility
that revenue will remain depressed as it has been all year.

NJ.com reports Revel's difficult financial situation led the
state's top Democrat, Senate President Stephen Sweeney, to urge
regulators to take a closer look at the casino's finances.  At the
same time, Atlantic City officials warned they might have to take
over the property if it doesn't pay millions of dollars in overdue
taxes.

The report also notes Revel's chief executive, Kevin DeSanctis,
has said he is shaking up his leadership teams for hotel
operations and marketing, and that he will borrow an unspecified
amount next month after exhausting an emergency $100 million
credit line tapped in August.

The report recounts Revel's management team last month told the
federal Securities and Exchange Commission that any extra debt
could further weaken the casino's finances, but industry analysts
said that without the cash infusion Revel might lose its property
to creditors.

"We are highly leveraged and future cash flow may not be
sufficient for us to satisfy our debt," Revel executives wrote in
an SEC filing on Oct. 1, NJ.com notes. "Our substantial debt could
have important consequences" including an involuntary bankruptcy
or foreclosure, the resort said.

On Nov. 21, 2012, Revel said it is in active discussions with a
majority of its lending group to provide additional capital for
liquidity and to fund certain gaming projects at its resort in
Atlantic City.  While the exact amount and structure of the
capital infusion continues to be negotiated, the Company expects
to close on such additional funding within approximately 45 days.

For the first six months since opening in April, Revel reported a
net loss of $168.3 million to the SEC earlier this month.

NJ.com relates Atlantic City officials said Revel owed $12 million
in overdue property taxes, and that they had put the resort on
notice that they might claim the property to recoup the money.
However, they said they had also entered "good faith negotiations"
to resolve three tax lawsuits.

NJ.com also notes as of mid-September, Revel owed nearly $35
million to 22 contractors, according to a Star-Ledger review of
lawsuits, liens and other filings.  This week, a local union in
Atlantic City, Unite Here Local 54, told Mr. Sweeney the number
had grown to $51 million.


REVEL ENTERTAINMENT: Bank Debt Trades at 44% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 55.50 cents-on-the-dollar during the week ended Friday,
Nov. 30, a drop of 0.50 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Feb. 15, 2017, and carries Moody's Caa1 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 207 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Revel Entertainment -- http://www.revelresorts.com/-- owns Revel,
a newly opened beachfront resort that features more than 1,800
rooms with sweeping ocean views.  The smoke-free resort has indoor
and outdoor pools, gardens, lounges, a 32,000-square-foot spa, a
collection of 14 restaurant concepts, and a casino.  Revel is
located on the Boardwalk at Connecticut Avenue in Atlantic City,
New Jersey.


REX ENERGY: S&P Withdraws 'B' Corp. Credit Rating at Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on State College, Pa.-based exploration and
production (E&P) company Rex Energy Corp. (Rex) at the company's
request. "We also withdrew our 'B-' issue level rating on the
company's proposed $250 million senior unsecured notes due 2020,"
S&P said.

"We withdrew our rating after Rex announced that it would not
proceed with its planned $250 million of senior unsecured notes
offering," S&P said.


RIVERWOOD HOMES: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: Riverwood Homes, Inc.
        2825 NW 12th Avenue
        Camas, WA 98607

Bankruptcy Case No.: 12-48056

Chapter 11 Petition Date: November 30, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: John D. Nellor, Esq.
                  J. D. NELLOR, PC
                  Park Tower One
                  201 N.E. Park Plaza Drive, Suite 202
                  Vancouver, WA 98684
                  Tel: (360) 816-2241
                  E-mail: jd@nellorlaw.com

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

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

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wawb12-48056.pdf

The petition was signed by Matthew Morris, president.


ROGELIO VARGAS: Fla. Court Affirms Ruling in Deutsche Bank Dispute
------------------------------------------------------------------
The District Court of Appeal of Florida, Third District, ruled 2-
to-1, in rejecting Rogelio Vargas, et al.'s appeal from an order
overruling exceptions and affirming a general magistrate's report
and recommendation on his post-final judgment "Motion to Enforce
Loan Modification Agreement Entered into in Open Court."

The District Court held that the lower court was without authority
to entertain Mr. Vargas' multiple motions to force or enforce a
loan modification agreement after a foreclosure judgment became
final; there is no evidence that the lender bank agreed to a
modification of the underlying loan on the foreclosed property "in
open court" at a post-judgment hearing; and Mr. Vargas' claim that
he entered into a modification of his loan agreement "in open
court" is barred by the applicable statute of frauds.

On July 28, 2006, Mr. Vargas and his wife borrowed $232,000 from
First NLC Financial Services, LLC, agreeing to repay the loan on a
monthly basis.

On Dec. 21, 2007, after three missed payments, Deutsche Bank
National Trust Co., the current owner of the loan, filed a
foreclosure action against the Vargases. A final foreclosure
judgment was ultimately entered in Deutsche Bank's favor, and the
sale of the property was scheduled and then rescheduled twice at
Deutsche Bank's request.

In the interim, Deutsche Bank's servicing agent, Ocwen Loan
Servicing, forwarded a loan modification package to the Vargases,
offering to modify the loan from its then balance of $230,596.06
to $267,939.14, and setting the monthly payments at $1,207.38.
The proposal contained an acceptance date of Oct. 24, 2008. The
Vargases did not initially accept the offer, which would have
substantially increased their balance, and instead, sought to
compel a more reasonable forbearance agreement.

The Vargases attempted to the make payments due under the loan
modification agreement, but Deutsche Bank rejected the payments.

The foreclosure sale was ultimately reset for Feb. 12, 2009.  Mr.
Vargas filed for Chapter 11 bankruptcy protection on Feb. 11,
thereby automatically postponing the foreclosure sale.

The case is Rogelio Vargas, et al., Appellants, v. Deutsche Bank
National Trust Co., et al., Appellees, No. 3D11-554 (Fla. Dist.
Ct.).  A copy of the Court's Opinion dated Nov. 28, 2012, is
available at http://is.gd/iMnuphfrom Leagle.com.


RG STEEL: Esmark Has Deal With United Steelworkers
--------------------------------------------------
Esmark Inc. and its wholly owned steel services subsidiary, Esmark
Steel Group, jointly disclosed with the United Steelworkers of
America (USW) that they have reached a tentative agreement with
Local 1223 on a four-year collective bargaining agreement for
workers at Esmark's newly acquired Ohio Cold Rolling Company.

USW Local 1223's Executive Committee confirmed that it will submit
the agreement to its members for a ratification vote during the
week of December 3rd.

James P. Bouchard, Chairman and Chief Executive Officer of Esmark
Inc., applauded the tentative agreement and said, "This is an
important milestone in our ongoing efforts to restart operations
at Ohio Cold Rolling Company, and we could not have achieved this
agreement without the support and collaboration of the USW,
District 1 Director Dave McCall and Local 1223 President Jerry
Conners.  We look forward to the membership's vote next week and
focusing on restarting operations early next year."

USW District 1 Director Dave McCall added that the tentative
agreement paves the way to bring back sorely need jobs to the Ohio
Valley and revive the historic Yorkville cold-rolled finishing
mill.  "This agreement is the culmination of months of hard work
and signals a brighter future for our members, the steel industry
and the Ohio Valley's economic engine," he said.

Tom Modrowski, Chief Executive Officer of Esmark Steel Group, said
a ratified collective bargaining agreement and expected restart of
the Yorkville facility will contribute to Esmark's long-term
strategy to offer its U.S. customers a broader range of steel
products and value-added services.  "Ohio Cold Rolling Company's
focus will be on serving the light gauge and narrow width coil
niche in the marketplace, and together with our Ohio Coatings
Company subsidiary we expect to be a premier supplier of both
cold-rolled and tin plate products. We're excited about rolling
our first coils and better serving our growing customer base," he
added.

Modrowski noted that some of the key economic provisions of the
tentative collective bargaining agreement call for wage increases
over the term of the four-year agreement, comprehensive healthcare
for workers and their families, financial contributions to the
Steelworker Pension Fund, and participation in a Voluntary
Employee Beneficiary Association (VEBA) Trust providing healthcare
benefits for retired union workers.

Esmark acquired the former RG Steel Yorkville cold-rolled
finishing mill in a bankruptcy court-supervised auction in August
of this year, as well as RG Steel's 50 percent interest in Ohio
Coatings Company's tin plate production facility.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


SAGE PRODUCTS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Cary, Ill.-based
health care products company Sage Products its 'B' corporate
credit rating. The outlook is stable.

"At the same time, we assigned the $440 million first-lien debt
(which includes an undrawn $60 million revolving credit facility
due 2017 and a $380 million first-lien term loan due 2019) our 'B'
issue-level rating with a recovery rating of '3', indicating
meaningful (50% to 70%) recovery in the event of a payment
default. We also assigned the $200 million second-lien debt our
'CCC+' issue-level rating with a recovery rating of '6',
indicating our expectation of negligible (0% to 10%) recovery in
the event of a default," S&P said.

"Standard & Poor's Ratings Services' ratings on Cary, Ill.-based
Sage Products Holdings III LLC reflect a 'highly leveraged'
financial risk profile (per our criteria), because of debt to
EBITDA of about 6.5x, pro forma for its leveraged buyout (LBO),
and our expectation that it will remain above 5x through 2015. The
rating also incorporates a 'weak' business risk profile, dominated
by its relatively narrow medical products focus. Sage manufactures
disposable medical supplies that help prevent hospital-acquired
conditions such as ventilator-associated conditions, pressure
ulcers, surgical site infections, and catheter-associated urinary
tract infections," S&P said.

"We expect the company to expand its revenues through 2013 at a
mid- to high-single-digit rate that is about twice the growth we
expect in overall health care spending in the U.S., which accounts
for the large majority of company revenues," said Standard &
Poor's credit analyst Michael Kaplan.

"Our stable rating outlook reflects our expectations that Sage
Products will largely sustain a favorable operating performance in
the year ahead. Still, even if the company achieves mid- to high-
single-digit growth and somewhat improves margins, as we currently
assume, cash from operations will be modest and will not be used
for debt repayment, keeping debt leverage high," S&P said.

"We could consider a downgrade if the company's leverage rises
above 7.0x and discretionary cash flows fall. This could occur if
its sales growth were to slow to the mid-single digits and if
EBITDA margins were to decline by 250 basis points (bps). We also
could lower the ratings if liquidity becomes constrained such that
revolver availability and cash on hand drop below $10 million.
This could result from unexpected product issues or production
Problems," S&P said.

"Although unlikely, we would consider an upgrade if the company
continues to generate good cash flow and demonstrates a commitment
to leverage reduction, by maintaining adjusted debt to EBITDA
below 5.0x. This would require double-digit revenue growth, a
several-hundred-basis-point improvement in EBITDA margins, and a
focus on reducing debt," S&P said.


SARASOTA SUNCOAST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sarasota Suncoast Community Church, Inc.
        8000 Hawkins Road
        Sarasota, FL 34241

Bankruptcy Case No.: 12-18105

Chapter 11 Petition Date: November 30, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $5,648,212

Scheduled Liabilities: $11,557,236

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-18105.pdf

The petition was signed by Larry M. Baucom, president.


SATCON TECHNOLOGY: Seeks Court Approval on Converters Deal
----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Satcon Technology
Corp. appeared in Delaware bankruptcy court Thursday seeking
approval of a settlement with the manufacturer of its solar power
converters, a pact that the company says is vital to its economic
survival but that secured lenders claim endangers their liens.

                      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.



SINO-FOREST: Amends Plan of Compromise and Reorganization
---------------------------------------------------------
Sino-Forest Corporation disclosed that, in connection with its
creditor protection proceedings under the Companies' Creditors
Arrangement Act (Canada), it has made certain amendments to the
Plan of Compromise and Reorganization dated Oct. 19, 2012 which
was previously filed with the Ontario Superior Court of Justice.
The amendments were made in accordance with the terms of the
Amended Plan and the Plan Filing and Meeting Order of the Court
dated Au. 31, 2012 and with the consent of the ad hoc committee of
the Company's noteholders.  A copy of the Amended Plan is
available on the Monitor's website at
http://cfcanada.fticonsulting.com/sfc

To allow creditors an opportunity to review the Amended Plan, the
time for the meeting of creditors to consider the Amended Plan was
extended to Nov. 30, 2012.

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SNO MOUNTAIN: No Ruling Yet on Trustee's Request to Use Cash
------------------------------------------------------------
The Times-Tribune reports Judge Jean FitzSimon held a hearing on
Nov. 29, 2012, on the request of bankruptcy trustee Gary Seitz to
use Sno Mountain's cash to pay the facility's 13 employees and
renew its fire and liability insurance coverage, which would
expire in December.  Judge FitzSimon did not rule on the request.

                         About Sno Mountain

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) On Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.


SOLAR TRUST: IRS Objects to Chapter 11 Liquidation Plan
-------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that the Internal
Revenue Service on Thursday objected to the Chapter 11 liquidation
plan of Solar Trust of America LLC in Delaware federal court,
saying it fails to preserve the setoff and recoupment rights of
the agency.

                         About Solar Trust

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

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

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

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

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

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

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

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

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

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


SOUTHERN AIR: Creditors Want Plan Hearing Delayed for 3 Weeks
-------------------------------------------------------------
A three-member official committee of unsecured creditors in the
Chapter 11 case of Southern Air Holdings, Inc., et al., has asked
the Bankruptcy Court to slow down the process of confirming the
Debtors' reorganization plan.

The Committee, which was appointed by the U.S. Trustee on Nov. 21,
wants the Court to extend the Dec. 3, 2012 deadline for the
Committee to object to the Disclosure Statement; and adjourn the
Dec. 10, 2012 Disclosure Statement Hearing for another three
weeks.  In the alternative, the Committee wants the Debtors to
amend the Disclosure Statement.

The Plan, filed Oct. 18, embodies the terms of a global settlement
by and among the Debtors, certain prepetition secured lenders, and
Oak Hill Capital Partners II, L.P., and Oak Hill Cargo 360, LLC.
The Oak Hill Entities comprise the Debtors' prepetition
controlling shareholder and controlling board member, prepetition
lessor, prepetition creditor, post-petition secured lender, and
proposed recipients of 17.5% of the equity in the reorganized
Debtors.  Oak Hill Acquisition is listed as the creditor holding
the third largest prepetition general unsecured claim against the
Debtors in the amount of approximately $2.5 million.  The Plan
Term Sheet and proposed Plan provides that the Oak Hill Entities
will extend post-petition secured financing in the form of monthly
payments to the Debtors up to a total of $20 million.

The Committee said it has requested but has not received any
information from the Debtors or the Oak Hill Entities.  As a
result of the parties' failure to provide any information to the
Committee, the Committee said it is unable to substantively review
and analyze the statements made in the Disclosure Statement or
formulate a position with respect thereto.  By way of example only
(and without limiting the Committee's rights to object to the
Disclosure Statement on additional grounds), the Committee is
unable to assess the appropriateness of the third party releases,
the disclosures with respect thereto, or the procedures for
parties to opt-out of such releases.  Additionally, the Committee
has no way of knowing -- because it has not had any opportunity,
let alone a reasonable one, to conduct diligence into the proposed
distribution to unsecured creditors.  Moreover, the Committee has
no information to evaluate the proposed distribution of new equity
to the Oak Hill Entities under the Plan.  Finally, whether and to
what extent there are valuable claims against any of the Oak Hill
Entities, any former or current directors or officers of the
debtors, or any other party are not described in the Disclosure
Statement and the Committee cannot assess whether such disclosures
are adequate, or whether there exist claims that should be pursued
for the benefit of all stakeholders.

The Committee said the requested adjournment is sought solely to
provide the panel with sufficient time to review relevant
information relating to important issues embodied in the
Disclosure Statement to formulate a position with respect to them.
The Committee and its professionals are prepared for an expedited
process and submit that the adjournment requested herein will not
prejudice the Debtors or any other stakeholder in the Chapter 11
Cases.

On Oct. 12, the Office of the United States Trustee for Region 3
conducted a committee formation meeting at which no official
committee for unsecured creditors was formed.

On Nov. 21, just prior to the Thanksgiving Holiday, the U.S.
Trustee appointed the Committee.  Promptly thereafter, on Nov. 27,
the Committee retained Lowenstein Sandler PC as its counsel.  The
Committee also has hired Pachulski Stang Ziehl & Jones LLP.

The Committee members are:

     1. Arrow Air Unsecured Creditor Trust
        Attn: Barry E. Mukamal
        Liquidating Trustee
        1 S.E. 3rd Ave., 10th Floor
        Miami, FL 33131
        Tel: 305-995-9770
        Fax: 305-377-8331

     2. Williams Aerospace, LLC
        Attn: Mark Walenczyk
        5050 Poplar Ave., Ste. 1734
        Memphis, TN 38157
        Tel: 901-255-2623
        Fax: 901-302-9278

     3. Aquinas Consulting, LLC
        Attn: Sally Reed
        154 Herbert St.
        Milford, CT 06461
        Tel: 203-876-7822
        Fax: 203-876-9804

In October, the Court authorized, on a final basis, Southern Air
to obtain postpetition financing consisting of a superpriority
priming delayed-draw term loan facility, in an aggregate principal
amount of up to $65.5 million, and other financial accommodations.
The DIP facility consists of:

   a) a superpriority priming new money delayed draw term loan
      facility in the principal amount of $25 million, and term
      loans to be secured by liens on the collateral from Capital
      Imperial Bank of Commerce, New York Agency, as
      administrative agent and collateral agent, and certain
      financial institutions that are party to the DIP loan
      agreement;

   b) roll-up loans of approximately $37.5 million with respect to
      each person who beneficially owns obligations under the
      prepetition senior credit facilities;

   c) interim facility limited to $12.5 million.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.


SOUTHERN AIR: Plan Disclosure Lacks Info, U.S. Trustee Says
-----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the federal
government and the U.S. trustee took issue with Southern Air
Holdings Inc.'s proposed Chapter 11 disclosure statement Tuesday,
saying it fails to provide adequate information on the airline's
reorganization plan, which appears to force creditors into
granting "voluntary" releases.

In separate objections filed in Delaware bankruptcy court, U.S.
Attorney Charles Oberly III and U.S. Trustee Roberta A. DeAngelis
said Southern Air's disclosure statement does not allow creditors
to make an informed judgment on its Chapter 11 plan as it fails to
explain key provisions, Bankruptcy Law360 relates.

                          About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

Roberta DeAngelis, U.S. Trustee for Region 3, notified the Court
that she was unable to form an official committee of unsecured
creditors due to insufficient response to the U.S. Trustee's
communication/contact for service on the committee.


ST. PAUL CROATIAN: Former Exec. Gets 14 Years for Loan Scheme
-------------------------------------------------------------
Nathan Hale at Bankruptcy Law360 reports that Anthony Raguz, who
played a central role in a massive fraud that led to one of the
largest credit union failures in American history, was sentenced
to 14 years in prison and ordered to pay more than $72.5 million
in Ohio federal court on bribery, fraud and money-laundering
charges.

As chief operating officer of the now-defunct St. Paul Croatian
Federal Credit Union in Eastlake, Ohio, Raguz received more than
$1 million in bribes, gifts and kickbacks for writing in excess of
1,000 bad loans, according to Bankruptcy Law360.

On April 23, 2011, the credit union was placed into
conservatorship by the National Credit Union Administration Share
Insurance Fund.  The NCUA liquidated St. Paul's and discontinued
its operations after determining it was insolvent, according to
The News-Herald.  At the time of the liquidation, the credit union
served 5,400 members and had assets of $238.8 million, according
to the indictment obtained by The News-Herald.


TEN SAINTS: Dec. 17 Hearing on Plan, Wells Fargo's Foreclosure Bid
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a combined hearing on Dec. 17 and 18, 2012, to consider adequacy
of the disclosure statement and confirmation of Ten Saints LLC's
proposed Chapter 11 plan.

At the hearing, the Court will also consider Wells Fargo Bank,
N.A.'s objection to the adequacy of the Disclosure Statement.

According to Wells Fargo, the Court must (i) deny approval of the
Disclosure Statement; (ii) approve a pending request to lift the
automatic stay so the bank may proceed with a foreclosure sale.

Wells Fargo is owed more than $14.48 million and has a blanket
lien in substantially all of the Debtor's assets.

                  Amended Plan of Reorganization

The Plan provides that all of the Debtor's assets will vest in the
Reorganized Debtor, which will continue to exist as a separate
entity in accordance with applicable law.  On the Effective Date
(i) the Amended and Restated Note will be executed by Reorganized
Debtor and delivered to secured lender; and (ii) the loan
documents will remain in full force and effect, save and expect
that without any further action by Reorganized Debtor or secured
lender, all of the loan documents will be deemed to have been
amended.

The Plan provides for this treatment of claims:

     (a) Secured Lender Claim I($14,488,705) -- On the Effective
         Date, all pre-Effective Date defaults under the loan
         documents will be deemed to have been cured and on the
         Effective Date, Debtor or Reorganized Debtor will be
         current and in good standing under the loan documents.
         Additionally, on the Effective Date, the loan documents
         will remain in full force and effect.

     (b) Priority Unsecured Claims ($0) -- will be paid in full,
         in cash, on the latest of: (i) the Effective Date, or
         soon thereafter as is practical; (ii) the date as may be
         fixed by the Bankruptcy Court, or as soon thereafter as
         is practicable; (iii) the 14th business day after the
         claim is allowed, or as soon thereafter as is
         practicable; or (iv) the date as the holder of the claim
         and Reorganized Debtor has agreed or will agree.

     (c) General Unsecured Claims ($212,000) -- each creditor with
         an Allowed General Unsecured Claim will be paid in full
         with interest at the Unsecured Interest Rate, which is 3%
         per annum, through Distributions tendered by Reorganized
         Debtor.

     (d) The Holders of Equity Securities of Debtor will retain
         all of their legal interests.

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

                   About Horizon Village et al.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


TRIBUNE CO: Bank Debt Trades at 23% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 77.03 cents-on-the-
dollar during the week ended Friday, Nov. 30, an increase of 0.41
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 17, 2014.  The loan is one of the biggest gainers and losers
among 207 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         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)


TRICO MARINE: Lenders Seek Contempt in $65-Mil. Loan Dispute
------------------------------------------------------------
Daniel Wilson at Bankruptcy Law360 reports that a former unit of
Trico Marine Services Inc. was hit with a suit in New York state
court Tuesday by a private equity firm that alleges Trico failed
to respond to a subpoena for documents in a dispute in Texas court
over a $65 million loan.

According to the complaint, filed by three funds owned by
Tennenbaum Capital Partners LLC, Trico Shipping AS blew an April
deadline to reply to a New York state court-issued subpoena
requesting documents, and had still not properly responded,
Bankruptcy Law360 relates.

                       About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provided subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No.
10-12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  The financial advisors are Evercore Partners and AP
Services LLC.  Epiq Bankruptcy Solutions is the Debtors' claims
and notice agent.  Postlethwaite & Netterville serves as the
Debtors' accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and were not subject
to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.

The Trico Supply Group -- which includes Trico Supply AS, Trico
Shipping AS, DeepOcean AS, CTC Marine Projects Ltd. and other
subsidiaries -- completed an out-of-court restructuring in May
2011.  Pursuant to the out-of-court restructuring, $399,500,000 or
99.88%, of Trico Shipping's 11-7/8% Senior Secured Notes due 2014,
the Trico Supply Group's working capital facility debt and
intercompany claims and interests held by Trico Marine entities,
were equitized and the holders received common stock of DeepOcean
Group Holding AS, a new Norwegian private limited company.
DeepOcean Holding and its subsidiaries, including Trico Supply,
Trico Shipping, DeepOcean, CTC and other subsidiaries, were spun
off Trico Marine.

As reported in the TCR on Aug. 8, 2011, the U.S. Bankruptcy Court
for the District of Delaware confirmed Trico Marine Services
Inc.'s Chapter 11 plan of liquidation, clearing the defunct marine
oil services company to distribute about $37 million to creditors.

On Aug. 11, 2011, the Plan became effective pursuant to the terms
thereof and, from and after the Effective Date, the terms of the
Plan began to govern the wind down and liquidation of the Plan
Debtors' estates and distributions of the Plan Debtors' assets to
their creditors.


USG CORP: Moody's Affirms 'Caa1' CFR/PDR; Outlook Positive
----------------------------------------------------------
Moody's Investors Service affirmed USG Corporation's Caa1
Corporate Family Rating and Caa1 Probability of Default Rating,
and affirmed its speculative grade liquidity rating at SGL-3. In a
related rating action, Moody's improved USG's rating outlook to
positive from stable, reflecting its expectations for improving
credit metrics as the company benefits from the rebound in the
domestic repair and remodeling and new home construction sectors,
key drivers of USG's earnings.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at Caa1;

Probability of Default Rating affirmed at Caa1;

Senior unsecured notes due 2014 (guaranteed) affirmed at B2 (LGD3,
30%);

Senior unsecured notes due 2018 (guaranteed) affirmed B2 (LGD3,
30%);

Senior unsecured notes due 2020 (guaranteed) assigned B2 (LGD3,
30%);

Senior unsecured notes due 2016 (not guaranteed) affirmed at Caa2
(LGD5, 79%); and,

Senior unsecured notes due 2018 (not guaranteed) affirmed at Caa2
(LGD5, 79%).

Shelf registration: senior unsecured notes (P) Caa2.

Industrial Revenue Bonds ("IRB") with various maturities (not
guaranteed) affirmed at Caa2 (LGD5, 79%).

The company's speculative grade liquidity rating remains SGL-3.

Ratings Rationale

USG's Caa1 Corporate Family Rating reflects its high debt leverage
characteristics, despite Moody's expectation of improving
operating performance. Based on its forecasts Moody's believes
that the company's leverage could trend towards 6.0 times by mid-
2014 from 9.7 times at 3Q12, and its debt-to-book capitalization
may approach 80% over the same time period from 96.3% at September
30, 2012 (all ratios incorporate Moody's standard adjustments).
Moody's forward-looking estimates are contingent upon the
conversion of USG's 10% $400 million senior unsecured convertible
notes due 2018 to common equity upon expiration of the non-call
period on December 1, 2013. The ability to further reduce balance
sheet debt is constrained, as the company's working capital needs
and substantial debt service requirements limit free cash flow
generation. Cash interest payments alone currently approach $200
million per year, however, this amount would fall by $40 million
in 2014 if the convertible notes are called. USG will likely begin
generating significant free cash flow by mid-to late 2014 as the
US housing market recovery continues to strengthen. The primary
improvement in USG's leverage metrics will be derived from better
operating performance due to higher volumes and higher pricing,
the success of the UltraLight brand wallboard, and ongoing cost
reductions. As a result, interest coverage defined as EBITA-to-
interest expense could near 1.50 times by late-2014 versus 0.5
times 12 months through September 30, 2012 (all ratios incorporate
Moody's standard adjustments). "USG is well positioned to reap the
benefits of past and ongoing business rationalization efforts,"
according to Peter Doyle, Moody's Senior Analyst. "We expect USG's
operating leverage to benefit from the increase in volumes,
resulting in much improved credit metrics."

The change in rating outlook to positive from stable reflects
Moody's view that combination of potential debt reduction from the
conversion of the 10% senior unsecured convertible notes in
December 2013 and stronger operating performance would result in
key credit metrics that could support a higher rating.

Positive rating actions may be taken if USG continues on its
present trajectory as the rebound in its end markets continues to
strengthen. Over time, debt-to-EBITDA sustained below 6.0 times or
EBITA-to-interest approaching 2.0 times (all ratios incorporate
Moody's standard adjustments) while maintaining a solid amount of
liquidity could result in ratings improvement.

Stabilization of the rating could occur if the rebound in the
repair and remodeling and new housing construction end markets
stalls, resulting in key credit metrics falling short of Moody's
expectations. Deterioration in the company's liquidity profile due
to the ongoing use of cash to make up for operating shortfalls
while key credit metrics remain substandard could pressure the
ratings as well. Failure to convert its $400 million senior
unsecured convertible notes to equity no later than December 2013
could also further delay any positive rating actions. Also,
without an improvement in the corporate family rating the
guaranteed senior unsecured notes would likely be downgraded by
one notch when the convertible notes are called, since this will
eliminate $400 million of more junior debt in the capital
structure, reducing the loss absorption in a recovery scenario.

The principal methodology used in rating USG was the Global
Manufacturing Industry Methodology, published December 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

USG Corporation, headquartered in Chicago, IL, is a leading
producer and distributor of building materials in the Unites
States, Canada and Mexico. The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors. USG also manufactures
ceiling tiles and ceiling grids used primarily for commercial
applications. Revenues for the twelve months through September 30,
2012 totaled approximately $3.0 billion.


VERSO PAPER: Moody's Lowers CFR to 'B3'; Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded Verso Paper Finance Holdings
LLC corporate family rating (CFR) to B3 from B2 and downgraded the
$89 million senior unsecured term loan due 2013 to Caa2 (LGD6 95%)
from Caa1 (LGD6 95%). Moody's also downgraded Verso Paper Holdings
LLC's ("Verso") $150 million asset based revolving loan (ABL) to
Ba3 (LGD1 4%) from Ba2 (LGD1 4%), the $50 million revolving credit
facility and the $345 million senior secured notes due 2019 rating
to Ba3 (LGD2 21%) from Ba2 (LGD2 21%), the $272 million secured
notes due 2019 to B3 (LGD3 47%) from B2 (LGD3 47%), the $396
million second-lien notes due 2019 to Caa1 (LGD5 72%) from B3
(LGD5 72%), the floating rate second-lien notes due 2014 to Caa2
(LGD5 87%) from Caa1 (LGD5 87%) and the $143 million subordinated
notes to Caa2 (LGD6 91%) from Caa1 (LGD6 92%). The rating outlook
is negative and the company's speculative grade liquidity rating
remains SGL-3. The rating action reflects Verso's weaker than
expected financial performance, continued secular decline in
coated paper consumption and more challenging competitive
landscape with the expected emergence from Chapter 11 of leading
coated paper producer NewPage Corporation in a relatively stronger
financial position.

Downgrades:

  Issuer: Verso Paper Finance Holdings LLC

     Probability of Default Rating, Downgraded to B3 from B2

     Corporate Family Rating, Downgraded to B3 from B2

    Senior Unsecured Bank Credit Facility, Downgraded to Caa2 from
Caa1

  Issuer: Verso Paper Holdings LLC

    Senior Subordinated Regular Bond/Debenture, Downgraded to Caa2
    from Caa1

    Senior Secured Bank Credit Facility, Downgraded to Ba3 from
    Ba2

    Senior Secured Regular Bond/Debenture, Downgraded to a range
    of Caa2 to Ba3 from a range of Caa1 to Ba2

    Senior Secured Regular Bond/Debenture, Downgraded to a range
    of Caa2 to Ba3 from a range of Caa1 to Ba2

Upgrades:

  Issuer: Verso Paper Holdings LLC

    Senior Subordinated Regular Bond/Debenture, Upgraded to LGD6,
    91% from LGD6, 92%

Assignments:

  Issuer: Verso Paper Finance Holdings LLC

     Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

  Issuer: Verso Paper Finance Holdings LLC

    Outlook, Changed To Negative From Stable

  Issuer: Verso Paper Holdings LLC

    Outlook, Changed To Negative From Stable

Withdrawals:

  Issuer: Verso Paper Holdings LLC

     Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-3

Ratings Rationale

The company's B3 CFR reflects its significant adjusted leverage at
over 8x, its weak financial performance and the expectation that
the company will continue to face secular demand declines for the
various grades of coated paper it produces. The rating is
supported by the company's vertically integrated, relatively low
cost asset base and its strong market position as the second
largest producer of coated papers in North America.

Verso has adequate liquidity (SGL-3), with $54 million of cash and
$107 million of committed unused bank lines available (as at
September 2012 proforma for insurance cash proceeds received after
the end of the quarter) to fund an expected free cash flow use of
$10 million over the next year and $89 million of term loan coming
due in February 2013. This incorporates some restriction on
revolver usage under a fixed charge covenant. With most of Verso's
assets secured, the company has limited alternative liquidity.

The negative rating outlook reflects the risk of continued
deterioration in the company's operating and financial
performance, as well as the potential for constrained liquidity. A
downgrade is likely if Moody's believes that Verso will not be
able to refinance its near-term debt obligations on a timely basis
or if Verso's normalized RCF/TD and (RCF-CapEx)/TD remain below 2%
and 0%, respectively, for a sustained period of time. Moody's will
consider an upgrade if Verso improves its liquidity position and
if it is able to de-lever such that it can sustain RCF/TD above 5%
and (RCF-CapEx)/TD above 3%.

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

Headquartered in Memphis, Tennessee, Verso is the second largest
coated paper producer in North America producing both coated
groundwood and coated freesheet. The company operates 8 paper
machines at three mills in the US (Maine and Michigan), with total
paper production capacity of approximately 1.5 million tons.


VERTIS HOLDINGS: KEIP Integral to Overall Sale Strategy
-------------------------------------------------------
Vertis Holdings persuaded the bankruptcy judge to give approval
for an incentive bonus program for 92 executives and lower-ranking
mangers that could cost $4.3 million.

Vertis Holdings overcame the U.S. Trustee's objections.

Responding to the objections, the Debtors, according to
BankruptcyData, asserted, "The KEIP is an integral part of the
Debtors' overall sale strategy in these cases.  Quad, which was
recently selected as the successful bidder for the Debtors'
assets, actually required implementation of an incentive plan
under its asset purchase agreement.  And the KEIP has been
carefully crafted to appropriately incentivize participants to
preserve and maximize the value of the Debtors' estates during the
sale process by aligning awards to key sale conditions. No party
with an economic interest in these cases opposes the KEIP Motion."

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel, BDO Consulting, a division of BDO USA, LLP as
its financial advisor.


VTEN MANAGEMENT: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------
Debtor: VTEN Management, LLC
        5400 LBJ Freeway, Suite 900
        Dallas, TX 75240

Bankruptcy Case No.: 12-37459

Chapter 11 Petition Date: November 30, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Frances Anne Smith, Esq.
                  SHACKELFORD MELTON & MCKINLEY, LLP
                  3333 Lee Parkway, Tenth Floor
                  Dallas, TX 75219
                  Tel: (214) 780-1400
                  Fax: (214) 780-1401
                  E-mail: fsmith@shacklaw.net

Scheduled Assets: $1,813,908

Scheduled Liabilities: $6,019,813

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txnb12-37459.pdf

The petition was signed by Thomas Rouse, manager.


* Argentina Bondholders Fight Injunction in 2nd Circuit
-------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that a group of
bondholders on Monday asked the Second Circuit to stay an
injunction by a lower court that prevents them from receiving
interest payments on the bonds they purchased from Argentina
unless the country starts paying another group of investors the
money it owes them.

In an emergency motion for stay, Bankruptcy Law360 relates, the
bondholders, who hold exchange bonds of more than $1 billion,
challenged the Nov. 21 injunction by U.S. District Judge Thomas
Griesa that prevents them from receiving any payments.


* Moody's Says CMBS Credit Quality Will Continue to Weaken
----------------------------------------------------------
The overall credit quality of loans backing new US commercial
mortgage backed securities (CMBS) will continue to weaken in 2013,
but underwriting will not match the low quality experienced when
CMBS volumes peaked in 2007, according to Moody's Investors
Service. Higher debt service coverage ratios (DSCR) and greater
amortization will combine to somewhat mitigate the impact of
higher leverage in new transactions, which Moody's expects will
total $70 billion in 2013.

"Higher DSCR helps reduce default risk during the term of a loan,
and greater amortization helps reduce balloon risk when a loan
matures," says Moody's Director of Commercial Real Estate Research
Tad Philipp. "The higher DSCR and faster amortization on current
loans are both due to historically low interest rates."

Commercial real estate fundamentals will recover unevenly during
2013, according to the new Moody's report, "US CMBS 2013 Outlook:
Credit Quality of New Loans to Slip but Not to Peak Levels." The
recovery of two major CMBS sectors, office and retail, which
account for more than 60% of recent issuance, will not occur until
after 2013.

"Office and retail have an ample supply of excess inventory that
the market must absorb before rents can rise," says Mr. Philipp.
"Multi-family and hotel, two other important sectors, are further
along in their recovery, and net operating income for both will
grow."

The credit quality generally, and therefore the ratings, of
outstanding CMBS transactions will be stable in 2013, with
affirmations constituting 80% of rating actions and the remainder
evenly divided between upgrades and downgrades.

"Credit quality of the collateral supporting seasoned deals varies
by sector and location," says Moody's Vice President Keith
Banhazl. "Recovery will be uneven across the major US metro areas,
and local property market analysis matters more than ever."

"The proportion of delinquent and specially serviced CMBS loans
will decline in 2013 but remain within a few percentage points of
current levels," says Mr. Banhazl. "Losses on loans defaulting at
maturity will be significantly lower than on loans defaulting
during their term."


* Kirkland's Paul Basta Earns Spot in Law360's Bankruptcy MVPs
--------------------------------------------------------------
Kirkland & Ellis LLP partner Paul Basta had a banner year in 2012,
successfully bringing warring parties to the bargaining table in
out-of-court restructurings and helping The Great Atlantic &
Pacific Tea Co. Inc. navigate a rocky Chapter 11 case, earning him
a spot among Law360's Bankruptcy MVPs.


* Law360 MVP Awards Go to Legal Top Guns From 52 Firms
------------------------------------------------------
Catherine Fredenburgh at Bankruptcy Law360 reports that over the
next several weeks, Law360 will profile the winners of this year's
MVP awards honoring attorneys whose achievements in major
litigation or transactions have set a new standard for
accomplishment in corporate law.

After reviewing close to 500 nominations, a team of Law360 editors
chose 113 lawyers to honor as MVPs for their accomplishments in
litigation or transactions between October 2011 and October 2012.


* St. John Named Chief Bankruptcy Judge for the E.D. of Virginia
----------------------------------------------------------------
Bankruptcy Judge Stephen C. St. John has been named the chief
judge for the Eastern District of Virginia's bankruptcy courts.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:  1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Nov. 25, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:  240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:  1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***