TCR_Public/121207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, December 7, 2012, Vol. 16, No. 340

                            Headlines

4KIDS ENTERTAINMENT: Wins Court OK for $1-Mil. Pokemon Settlement
66 SHINNECOCK: Chapter 11 Case Summary & 2 Unsecured Creditors
A123 SYSTEMS: Fisker Stops Production, Awaits Buyer for Debtor
ACADIA HEALTHCARE: S&P Affirms 'B-' Rating on Unsecured Notes
ACCURIDE CORP: New Generation Advisors Loses Appeal

ALAN MURRAY: Court Confirms Chapter 11 Plan
ALLIANT HOLDINGS: Moody's Assigns 'B3' Corp. Family Rating
AMBAC FINANCIAL: $1.66MM in April-August Professional Fees OK'd
AMBAC FINANCIAL: AAC Sues Capital One for $5.2-Bil. Loan Breaches
AMBAC FINANCIAL: Reports $157.5-Mil. Third Quarter Profit

AMBER HOLDING: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
AMBER HOLDING: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
AMERICAN AIRLINES: Has Deal With Lambert-St. Louis Airport
AMERICAN AIRLINES: Wins OK for McKinsey's Consulting Services
AMERICAN AIRLINES: SkyWorks Approved for Additional Work

AMERICAN AIRLINES: 2 Haynes Attorneys Join Secondment Program
AMERICAN AIRLINES: Judge Declines to Dismiss Class Suit
AMERICAN AIRLINES: Files Appraisal Report of WTC Collateral
AMERICAN APPAREL: Had $49.9 Million Net Sales in November
ARCAPITA BANK: Seeks to Sell Stake in Assisted-Living Company

ATLANTIC & PACIFIC: To Close Chapter 11 Cases Except One
BAKERS FOOTWEAR: Unsecured Creditors to Recover 6% Under Plan
BEALL CORP: Sale Procedures Approved; Auction Set for Dec. 12
BELLINGHAM INSURANCE: 9th Cir. Ruling Limits Bankr. Court Role
BIG ISLAND: Enters Chapter 7 Liquidation

BOOMERANG SYSTEMS: Plans to Offer $5-Mil. Worth of Securities
CAESARS ENTERTAINMENT: Fitch Rates New $300-Mil. Sr. Notes 'CCC+'
CAESARS ENTERTAINMENT: Moody's Rates $300MM Sr. Secured Notes 'B2'
CAESARS ENTERTAINMENT: S&P Assigns 'B' Rating on $300-Mil. Notes
CALIFORNIA STATEWIDE: S&P Cuts Rating on  2002E-1 Bonds to 'CCC'

CAMBRIDGE HEART: Warns Possible Asset Sale, Operations Stoppage
CCC INFORMATION: Moody's Assigns 'B3' Corp. Family Rating
CELEBRITY SMILES: Case Summary & 20 Largest Unsecured Creditors
CLIPPER ACQUISITIONS: Moody's Assigns 'Ba1' Corp. Family Rating
CLIPPER INDUSTRIES: S&P Assigns Prelim. 'BB+' Credit Rating

COMMONWEALTH GROUP: Wants Access to PNC Bank Cash Collateral
CREDI INTERNATIONAL: Case Summary & 8 Unsecured Creditors
CUI GLOBAL: James Besser Discloses 6.1% Equity Stake
DIAMONDBACK CAPITAL: Volume of Redemptions Prompts Wind-Down
DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Ratings

DISCOVERY TOURS: Files Bankruptcy; Owes Creditors At Least $1MM
EASTMAN KODAK: Receives $500 Million Bid for Patents
EASTMAN KODAK: Taps Nixon Peabody as Special Counsel
EASTMAN KODAK: Dec. 14 Hearing on $830-Mil. Financing
ELPIDA MEMORY: Patent Deal Foes Seek to Ax Reorganization Plan

ENERGY FUTURE: Moody's Affirms 'Caa3' CFR; Outlook Developing
ENERGY FUTURE: Exchange Offer Cues Fitch to Downgrade Ratings
FARER FERSKO: Court Considers Proposed $1.2MM Settlement Deal
FIRST PLACE: Taps FTI Consulting as Financial Advisor
FLETCHER INT'L: Has Deal on Use of Credit Suisse Cash Collateral

FOCUS BRANDS: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
FOCUS CAPITAL: Case Summary & 20 Largest Unsecured Creditors
FUNDEX GAMES: Has $800,000 Purchase Offer From Poof-Slinky
GARY BUSEY: Bankrupt Lethal Weapon Actor Owes $450,000 in Taxes
GETTY PETROLEUM: Lukoil Denies Stripping Assets From Firm

HUMANA INC: Moody's Affirms '(P)Ba1' Subordinated Debt Rating
JOHN BECK: Chapter 11 Is Sham to Avoid $113MM Fine, FTC Says
K.A.P. ENTERPRISES: Case Summary & Largest Unsecured Creditor
KODIAK OIL: S&P Alters Outlook on 'B' CCR to Positive
LONG ISLAND HEALTH: Dispute Over Unpaid Taxes Goes to Trial

MARY HOLDER: JPMorgan Dispute Over $65K in Funds Goes to Trial
MF GLOBAL: 200 Securities Customer Claims Remain Uncompleted
MF GLOBAL: House Democrats Say Firm 'Blatantly Misled' FINRA
MONITOR COMPANY: Can Hire Ropes & Gray as Counsel
MONTANA ELECTRIC: Trustee Wants More Time to File Plan

MSR RESORT: Singapore Bidder Has Chance to Prove Bid in Good Faith
NEC HOLDINGS: Trustee Sues Directors, Others Over Demise
NEXTMEDIA OPERATING: S&P Withdraws 'B-' Corporate Credit Rating
NEXSTAR BROADCASTING: Inks 5th Amendment to BOA Credit Agreement
NEXSTAR BROADCASTING: Closes Secondary Offering of 8-Mil. Shares

NNN LENOX: Voluntary Chapter 11 Case Summary
NORTHLAKE HOTELS: Case Summary & Largest Unsecured Creditor
NYTEX ENERGY: Closes $3.2 Million Sale Agreement with Newark
OCWEN FINANCIAL: Ordered to Appoint Independent Monitor
OLD REPUBLIC: Fitch Hikes Rating on Senior Debt Rating to 'BB+'

OMNICITY INC: Emerges From Bankruptcy; Broadband Buys Assets
PANTHEON INC: S&P Keeps 'B+' CCR on Improved Financing Structure
PENTON BUSINESS: Moody's Affirms 'Caa1' CFR; Outloook Positive
PEREGRINE FINANCIAL: Asset Sale Draws Crowd in Iowa
PERPETUAL ENERGY: S&P Cuts Corp. Credit Rating to 'CCC+'

PJB MANAGEMENT: Case Summary & 10 Unsecured Creditors
PLAINS EXPLORATION: S&P Cuts CCR to 'BB-' over Completed Deal
PLAN 9: Emerges From Chapter 11; Has Sale-Leaseback Deal
REMINGTON RANCH: Property Listing Price Down to $5MM From $8MM
RG STEEL: PBGC to Pay Pension Benefits for 1,300 Retirees

SAINATH L.L.C.: Case Summary & 3 Largest Unsecured Creditors
SATCON TECHNOLOGY: Wins Court OK for Credit Deal Over Objections
SAWGRASS MERGER: Moody's Assigns 'B2' CFR; Outlook Stable
SEARS HOLDINGS: Fitch Affirms 'CCC' Rating on Various Entities
SINO-FOREST: Ernst & Young Pays $117MM to Settle Investor Suit

SIX FLAGS: Moody's Rates $600-Mil. Senior Unsecured Notes 'B3'
SK & HJS: Voluntary Chapter 11 Case Summary
SNO MOUNTAIN: Trustee Seeks Bankruptcy Loan for Resort
SOLUTION HOME: Case Summary & 17 Unsecured Creditors
SOUTH FRANKLIN: Court Approves Restructuring Plan

STARZ LLC: Netflix-Disney Deal No Impact on Moody's Ba2' CFR
STONEGATE PROPERTIES: Case Summary & Largest Unsecured Creditor
SUN HEALTHCARE: S&P Withdraws 'B' CCR on Completed Genesis Sale
THELEN LLP: Ch. 11 Trustee Seeks OK of $1.4MM Citibank Settlement
THORNBURG MORTGAGE: Final Approval of Class Settlement On Hold

TIMOTHY BLIXSETH: Hit With $41MM Judgment Over Resort's Bankruptcy
TITANIUM GROUP: Incurs $115,500 Net Loss in Third Quarter
TRIDENT RESOURCES: S&P Revises Outlook on 'B-' CCR to Negative
T.F. RELOCATORS: Case Summary & 20 Largest Unsecured Creditors
TRAILING VINE: Case Summary & 20 Largest Unsecured Creditors

VISANT CORP: Moody's Cuts CFR/PDR to 'B3'; Outlook Stable
VITESSE SEMICONDUCTOR: Incurs $1.1-Mil. Net Loss in Fiscal 2012
VITESSE SEMICONDUCTOR: Raging Capital Wants to Inspect Records
VITRO SAB: Texas Bankr. Judge Places 10 Units in Chapter 11
W.T. HARVEY: Case Summary & 20 Largest Unsecured Creditors

WESTERN BIOMASS: Midwest Renewable Lawsuit Goes to Bankr. Court
WHIRLPOOL CORP: Moody's Affirms '(P)Ba1' Sub. (Shelf) Rating
WINONA INN: Case Summary & 20 Largest Unsecured Creditors
WORLD HEALTH: Ex-CEO Faces 11-Years in Prison for Fraud
YELLOWSTONE MOUNTAIN: Founder Hit With $41MM Judgment

YOSHI'S SAN FRANCISCO: Placed in Chapter 11 Bankruptcy

* Moody's Says US Repeat Corporate Defaults Likely to Rise
* Moody's Says Homebuilding Industry Still Faces Risks

* Bankruptcy Reform Panel Eyes Updates to Chapter 11
* High Court Asks US to Weigh In on Ch. 7 Surcharge Question
* Michigan to Introduce New Bill for Distressed Cities, Districts
* Ohio Bill Wants Plaintiffs to Disclose Asbestos Trust Claims
* HMOs Needn't Pay When Third Parties Fail, Aetna Argues

* Sandy Damage Could Spark Wave of New Jersey Bankruptcies
* GCs Name Most Arrogant Law Firms

* Dechert's A. Brilliant Earns Spot in Law360's Bankruptcy MVPs
* Kasowitz's David Friedman Named Law360 Bankruptcy MVP

* BOOK REVIEW: The Health Care Marketplace



                            *********

4KIDS ENTERTAINMENT: Wins Court OK for $1-Mil. Pokemon Settlement
-----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman approved a settlement Wednesday between
4Kids Entertainment Inc. and The Pokemon Co. International over a
licensing and syndication agreement, under which TPCi will get a
$1 million general unsecured claim against the debtor.

Judge Chapman approved the settlement, ending the parties' dispute
over the so-called Pokemon agreement, under which TCPi granted
4Kids the exclusive right throughout the world outside of Asia to
syndicate or license broadcast rights to "Pokemon" TV show
episodes, according to Bankruptcy Law360.

                      About 4Kids Entertainment

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

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

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

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

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

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

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


66 SHINNECOCK: Chapter 11 Case Summary & 2 Unsecured Creditors
--------------------------------------------------------------
Debtor: 66 Shinnecock LLC
        500 Old Post Road
        Port Jefferson, NY 11777

Bankruptcy Case No.: 12-77012

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Anadel Canale, Esq.
                  ANADEL CANALE, P.C
                  1111 Route 110
                  Farmingdale, NY 11735
                  Tel: (631) 414-7040
                  Fax: (631) 414-7038
                  E-mail: anadelcanale1@yahoo.com

Scheduled Assets: $605,652

Scheduled Liabilities: $1,349,999

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-77012.pdf

The petition was signed by Rosario Baiata, principle.


A123 SYSTEMS: Fisker Stops Production, Awaits Buyer for Debtor
--------------------------------------------------------------
Steve Rousseau at Popular Mechanics reports Fisker Automotive has
halted production of its plug-in hybrid Karma luxury sedan after
battery provider A123 filed for Chapter 11 bankruptcy.

The report notes the automaker said it is suspending production
until a buyer is found for the failed battery manufacturer.  The
news is yet another setback to the fledgling automaker, the report
says, which lost 300 European-bound Karmas during Hurricane Sandy
and continues to delay production of its mass-market mid-size
Atlantic sedan.

The report adds Fisker will be waiting to see what happens when
A123 is auctioned off Dec. 6, 2012.  Top suitors include U.S.-
based JCI Industries and the Chinese Wangxing Group.

                        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.


ACADIA HEALTHCARE: S&P Affirms 'B-' Rating on Unsecured Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Franklin, Tenn.-based Acadia Healthcare Co. Inc. The
outlook on the corporate credit rating remains positive.

"At the same time, we affirmed our 'B-' issue-level on the
company's unsecured notes and placed the issue-level rating on
CreditWatch with negative implications. The '5' recovery rating on
this debt indicates our expectation for modest (10%-30%) recovery
of principal in the event of payment default. The company
currently has about $149 million of outstanding term debt, a $75
million revolver, and $23 million of industrial revenue bonds,
which we do not rate," S&P said.

The ratings on Acadia reflects its "weak" business risk and
"aggressive" financial risk profiles. "The weak business risk
profile incorporates the operating and integration challenges
Acadia faces due to its rapidly expanding business and its
exposure to uncertain third-party reimbursement," said
Standard & Poor's credit analyst Tahira Wright.

"The aggressive financial risk profile reflects our expectation
that acquisition-related debt will likely keep leverage between 4x
and 5x over the next year. Acadia acquires and develops in-patient
behavioral health care facilities that include acute in-patient
psychiatric facilities, residential treatment care, and other
behavioral health care operations," S&P said.

"We expect Acadia to remain extremely acquisitive. Under new
management, it acquired Youth and Family Centered Services (YFCS)
in a debt-financed transaction in early 2011. The acquisition more
than doubled the company's revenue and earnings base, and raised
its facility bed count to 1,608 beds from 426. Acadia made an
additional debt-financed acquisition of Pioneer Behavioral Health
(PHC; a network of 10 facilities across 10 states) in late 2011,
which brought Acadia's bed count to almost 2,000. Pro forma the
acquisitions of Behavioral Centers of America (BCA) and AmiCare
Behavioral Centers (AmiCare) that are expected to close in the
fourth quarter of 2012; the recent acquisition of Park Royal
Hospital (total add-on of 684 beds); and two acquisitions in the
first eight months of 2012 that include Haven Behavioral
Healthcare (add-on of 166 beds) and Timberline Knolls (add-on of
122 beds), we expect total bed count to increase to 3,100. We
expect 2012 acquisitions will contribute about $197 million in
annual revenues and EBITDA of close to $50 million, excluding any
margin and bed expansion opportunities," S&P said.


ACCURIDE CORP: New Generation Advisors Loses Appeal
---------------------------------------------------
Delaware District Judge Leonard P. Stark ruled that New Generation
Advisors, LLC, is not entitled to additional distribution of new
notes under Accuride Corporation's confirmed Chapter 11 plan.
Judge Stark affirmed a bankruptcy court order denying NGA's Motion
to Enforce the Third Amended Joint Plan of Reorganization.

On Dec., 2009, a few months after their bankruptcy filings, the
Debtors filed their Third Amended Joint Plan of Reorganization
(the "Plan"). (See D.I. 1, Opinion, at 2; Bankr. D.I. 448) On
February 18, 2010, the Bankruptcy Court confirmed the Plan, which
became effective on February 26, 2010. (See D.I. 1, Opinion, at 2;
Bankr. D.I. 856)

The Plan provides for a certain rights offering that entitled a
number of holders of subordinated notes issued by Accuride pre-
bankruptcy to subscribe to rights offering notes up to their
allowed claim amount.   NGA received new notes on account of the
$5 million in subordinated notes, but was denied distribution on
account of another $2.5 million in sub notes amid a disagreement
as to whether NGA duly exercised its subscription rights regarding
the $2.5 million of notes.

The Debtor objected to NGA's Motion, asserting that NGA purchased
and received rights offering notes in the exact amounts it had
sought and confirmed three separate times.  The Debtor further
asserted it enjoyed immunity from liability under the Plan.

The District Court held that the Bankruptcy Court did not err with
respect to its findings of fact or legal determinations.

The case before the District Court is, NEW GENERATION ADVISORS,
LLC, Appellants, v. ACCURIDE CORPORATION, et al.,1 Appellees, Case
No. 09-13449 (D. Del.).  A copy of Judge Stark's Nov. 30, 2012
Memorandum Order is available at http://is.gd/KZsJWZfrom
Leagle.com.

                      About Accuride Corp.

Evansville, Indiana-based Accuride Corporation --
http://www.accuridecorp.com/-- manufactures and supplies
commercial vehicle components in North America.  Accuride's
products include commercial vehicle wheels, wheel-end components
and assemblies, truck body and chassis parts, seating assemblies
and other commercial vehicle components.  Accuride's products are
marketed under its brand names, which include Accuride, Gunite,
Imperial, Bostrom, Fabco, Brillion, and Highway Original.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 09-13449) on Oct. 8, 2009.  Latham &
Watkins LLP and Young Conaway Stargatt & Taylor LLP served as
bankruptcy counsel.  The Garden City Group Inc. served as claims
agent.  The Official Committee of Unsecured Creditors tapped
attorneys at Reed Smith LLP and Irell & Manella LLP as counsel.

The Debtors disclosed $682,263,000 in total assets and
$847,020,000 in total liabilities as of Aug. 31, 2009.

The Bankruptcy Court confirmed the Debtor's reorganization plan in
February 2010.  Accuride emerged from bankruptcy on Feb. 26, 2010.


ALAN MURRAY: Court Confirms Chapter 11 Plan
-------------------------------------------
Bankruptcy Judge Alan Jaroslovsky confirmed the Chapter 11 plan of
reorganization of Alan and Elizabeth Murray.  The Court previously
overruled objections by the County of Del Norte, and the other by
a group of tenants, Timothy & Marcia Evans, Mike & Katie Garrett,
Jack & Joyce Nielsen, Ken & Laurie Podesta-Daniels, and Barbara J.
Smith.

According to Judge Jaroslovsky, the Murrays have filed their plan
in good faith.  "The objecting parties have not seemed to grasp
that the purpose of Chapter 11 is to deal with financial problems,
using the tools provided by the Bankruptcy Code. It is not bad
faith to use those tools, nor is it bad faith to put an end to the
very litigation which caused the financial problems in the first
place. The Murrays have met the requirements of [11 U.S.C. Sec.]
1129(a)(3).  All payments to be made under the plan are subject to
the approval of the court as reasonable. The Murrays have met the
requirements of Sec. 1129(a)(4)."

The unsecured creditors have unanimously accepted the plan.  The
plan provides for a fund of $85,000 to be distributed to unsecured
creditors.

"The court is satisfied that this amount exceeds by far any
dividend they would recover if the estate were liquidated," Judge
Jaroslovsky said.

Some classes of secured creditors -- notably Del Norte County and
Hart, King & Coldren -- are impaired and have not accepted the
plan.  However, as to these creditors, the court finds that the
plan does not discriminate unfairly and meets the requirements of
11 U.S.C. Sec. 1129(b)(2)(A).  Meeting these requirements is a
substitute for the requirements of Sec. 1129(a)(8), the judge
said.

At one time, the U.S. Trustee and the Creditors' Committee filed
plan objections.  However, the U.S. Trustee has withdrawn his
objection and the Creditors' Committee has been dissolved.

The Tenants do not have allowed claims and are not allowed to
vote.  The court has estimated their claims at zero.  Hart, King
and Coldren claims to be fully secured and has not voted as an
unsecured creditor.

A copy of the Court's Dec. 3, 2012 Memorandum is available at
http://is.gd/yj7zMmfrom Leagle.com.

Alan and Elizabeth Murray filed a joint Chapter 11 bankruptcy
petition (Bankr. N.D. Calf. Case No. 11-10535) on Feb. 15, 2011.


ALLIANT HOLDINGS: Moody's Assigns 'B3' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and a B3 probability of default rating to Alliant Holdings
I, LLC. The rating agency also assigned ratings to the credit
facilities to be issued in connection with the company's proposed
$1.8 billion recapitalization. The recapitalization is being
undertaken by private equity firm KKR along with Alliant
management and employees. The transaction is expected to close in
December, subject to customary closing conditions. The rating
outlook for Alliant is stable.

Ratings Rationale

The ratings of Alliant reflect its leading position in several
niche markets, good business diversification and strong operating
margins. These strengths are tempered by the company's aggressive
financial leverage and reduced interest coverage associated with
the proposed recapitalization. Like other brokers, the company
also faces headwinds from the slow economic recovery as well as
potential liabilities from errors and omissions.

Alliant has a successful track record in acquiring smaller niche
brokers and in making "leveraged hires" (recruiting seasoned
producers with specialty books of business) to boost growth.
Nevertheless, this expansion strategy carries integration and
contingent risks. In June 2011, Alliant hired a team of
construction and surety executives from Aon and is currently
involved in litigation of this matter with Aon.

"The ratings of Alliant reflect its specialty focus, leading to
steady organic growth and healthy EBITDA margins," said Bruce
Ballentine, Moody's lead analyst for Alliant. "While financial
leverage will be elevated following the recapitalization, we
expect the credit metrics to improve fairly quickly."

Based on Moody's estimates, Alliant's adjusted debt-to-EBITDA
ratio will be in the range of 8x-8.5x 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 $100 million first-
lien revolving credit facility (rated B1, expected to be undrawn
at closing), a $705 million first-lien term loan (rated B1) and
$450 million of senior unsecured notes (rated Caa2), all to be
issued by Alliant. Additional funding will include $665 million of
common equity. Net proceeds will be used to repay existing debt,
purchase the existing equity (including all equity held by
existing sponsor Blackstone) and pay related fees and expenses.
Upon closing of the transaction, Moody's expects to withdraw
Alliant's existing ratings, including B2 first-lien and Caa2
senior unsecured ratings (now listed under Alliant Holdings, I,
Inc. on www.moodys.com), as these facilities will be repaid and
terminated.

Factors that could lead to an upgrade of Alliant'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.

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

  Corporate family rating B3;

  Probability of default rating B3;

  $100 million first-lien revolving credit facility B1 (LGD2,
  29%);

  $705 million first-lien term loan B1 (LGD2, 29%);

  $450 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.

Alliant, based in Newport Beach, California, is a specialty
oriented insurance broker providing property & casualty and
employee benefits products and services to middle-market clients
across the US. For the 12 months through September 2012, Alliant
generated revenues of approximately $496 million.


AMBAC FINANCIAL: $1.66MM in April-August Professional Fees OK'd
---------------------------------------------------------------
In a November 28, 2012 ruling, Judge Shelley A. Chapman of the
U.S. Bankruptcy Court for the Southern District of New York
granted, on an interim basis and subject to a 10% holdback, the
fees and expenses of 12 professionals in the bankruptcy case of
Ambac Financial Group, Inc., for the fee period April to August
2012 totaling approximately $1,665,000.

The Fee Applicants are:

  * Hogan Lovels LLP, counsel to Debtor;

  * Wachtell, Lipton, Rosen & Katz, special counsel to the
    Debtor;

  * KPMG LLP, auditors, tax consultants and bankruptcy
    administration consultants to the Debtor;

  * Blackstone Advisory Partners L.P., financial advisor to the
    Debtor;

  * Buttner Hammock & Company, P.A., litigation consultant to the
    Debtor;

  * PricewaterhouseCoopers LLP, accounting and valuation advisors
    to the Debtor;

  * Morrison & Foerster LLP, counsel to the Official Committee of
    Unsecured Creditors;

  * Lazard Freres & Co LLC, financial advisors to the Creditors
    Committee;

  * Winston & Strawn LLP, special counsel to the Debtor;

  * Shearman & Sterling LLP, special tax controversy counsel to
    the Debtor; and

  * Mayer Brown LLP, special corporate counsel to the Debtor.

                       U.S. Trustee Comments

Before the Court entered its ruling, U.S. Trustee for Region 2
Tracy Hope Davis, in a November 20 court filing, asked Judge
Chapman to reduce by a certain percentage some of the professional
fees sought pending the final resolution of the Debtor's case.

The U.S. Trustee specifically pointed out that:

  1. In Wachtell Lipton's fee request, there are certain vague
     and lumped time entries in and the firm failed to
     substantiate a request for reimbursement of $770 in travel
     expenses.

  2. In KPMG's fee request, there are objectionable time entries
     totaling $3,272 that describe review of time records.

  3. In Blackstone fee request, expenses incurred within February
     to April 2012 totaling $426 don't include further
     explanation.

  4. In Morrison & Foerster's fee request, $4,894 in fees
     generated by transitory timekeepers are objectionable and
     don't include satisfactory explanation.

  5. In Lazard Freres's fee request, the Applicant should provide
     a projection of the nature and amount of services it expects
     to provide while awaiting the IRS settlement.

  6. In Shearman & Sterling's fee request, the Applicant failed
     to provide detailed time records for services rendered.  The
     U.S. Trustee also objected to $40 "proofreading" expense and
     $123 "word processing" expense as overhead expenses.

The U.S. Trustee had no objections to the fee requests of Hogan
Lovels, Winston & Strawn, Mayer Brown, Buttner Hammock, and Whyte
Hirschboeck.

                      Administrative Expense

The approved Fees and Expenses are allowed administrative expense
claims against the Debtor's estate, the Court states.

The $1.66 million approved amounts translate to approximately
$1.64 million in fees and $16,400 in expenses.

The Fee Applicants originally sought $1.67 million in fees and
$17,200 in expenses.

A full-text copy of a table indicating the fee applicants and
their corresponding fees and expenses is available for free at:

   http://bankrupt.com/misc/AMBAC_FeesOrd_AprtoAug2012.pdf

The Debtor is also authorized to pay to the Fee Applicants the
balance of the fees held back in prior fee periods.

                  Togut's $144,000 Fees Approved

Judge Chapman granted on a final basis Togut, Segal & Segal LLP's
fees in the Ambac Financial Group, Inc. bankruptcy case totaling
$143,149 and expenses totaling $1,347.29 for the fee period
covering Nov. 8, 2010 through July 31, 2012.

Ambac is authorized to pay the Togut Firm the approved fees and
expenses to the extent not previously paid.

The Court entered the final order on fees and payment in late
September 2012.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: AAC Sues Capital One for $5.2-Bil. Loan Breaches
-----------------------------------------------------------------
Ambac Assurance Corporation and the Segregated Account of Ambac
Assurance Corp. filed a lawsuit against Capital One, N.A., as
successor to Chevy Chase Bank, F.S.B., in late October 2012 in the
U.S. District Court for the Southern District of New York over
alleged breaches in certain mortgage securities that Ambac
insured.

Under the lawsuit, the Plaintiffs are seeking redress for Capital
One's alleged egregious mortgage-loan underwriting practices as
supposedly revealed through its breaches of the parties'
agreements pertaining to six residential mortgage-backed
securitization transactions that Capital One sponsored and
persuaded Ambac to insure.

The Transactions are Chevy Chase Funding LLC Mortgage-Backed
Certificates, Series 2006-1, 2006-2, 2006-3, 2006-4, 2007-1, and
2007-2.  The Transactions comprised of about 12,675 securitized
loans and had an original aggregate principal balance of about
$5.2 billion.

With respect to each Transaction, Ambac issued an insurance
policy that guaranteed certain payments due on certain of the
securities issued in the Transaction in case the underlying loans
did not provide sufficient payments of principal and interest.

Capital One acquired Chevy Chase in 2009.

The Plaintiffs are alleging that Capital One made untrue
representations and warranties in order to persuade them to
participate in the Transactions and to issue the Insurance
Policies.

The Transactions have now failed miserably and as of Sept. 25,
2012, the Transactions have experienced cumulative collateral
losses of more than $753 million, according to the Plaintiffs.

The Plaintiffs assert that the severe losses under the
Transactions have resulted in them being obligated to pay claims
under the Policies to the holders of the Insured Securities.

Accordingly, the Plaintiffs are seeking (1) unspecified amounts in
legal damages and (2) an order of indemnification for claims under
the Policies that arose out of defaults under the Transactions or
Capital One's acts of bad faith.

The Plaintiffs are also asking the District Court to compel
Capital One to comply with its obligations under the "Repurchase
Protocol" provision in the parties' agreements.

A full-text copy of the 30+-page Complaint is available for free
at http://bankrupt.com/misc/AMBAC_SuitVCapOne.pdf

Ambac Assurance, the principal operating subsidiary of Ambac
Financial Group Inc., is represented by:

          Philip R. Forlenza, Esq.
          Peter W. Tomlinson, Esq.
          Henry J. Ricardo, Esq.
          Benjamin S. Litman, Esq.
          PATTERSON BELKNAP WEBB & TYLER LLP
          1133 Avenue of the Americas
          New York, NY 10036-6710
          Tel No.:  (212) 336-2000
          Fax No.: (212) 336-2222
          Email: prforlenza@pbwt.com
                 pwtornlinson@pbwt.com
                 hjricardo@pbwt.com
                 blitman@pbwt.com

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Reports $157.5-Mil. Third Quarter Profit
---------------------------------------------------------
Ambac Financial Group, Inc. reported a third quarter 2012 net
profit of $157.5 million, or a net profit of $0.52 per share.
This compares to a third quarter 2011 net loss of $75.5 million,
or a net loss of $0.25 per share.  Relative to third quarter
2011, third quarter 2012 results were primarily driven by lower
derivative product losses, a positive net change in the fair
value of credit derivatives, a lower provision for income taxes,
and lower operating and interest expenses, partially offset by
lower income on variable interest entities ("VIE") and higher
loss and loss expenses.

                  Third Quarter 2012 Summary

Relative to the third quarter of 2011:

  * Net premiums earned increased $11.1 million to $113.1 million

  * Net investment income declined $6.6 million to $84.1 million

  * Net change in the fair value of credit derivatives increased
    $22.9 million to a gain of $27.4 million

  * Derivative product losses decreased $179.8 million to $36.0
    million

  * Income on VIEs decreased $48.9 million to $6.1 million

  * Loss and loss expenses increased $41.5 million to a net
    benefit of $18.7 million

  * Income tax expense decreased $74.3 million to $0.7 million

  * Operating and interest expenses decreased $21.3 million to
    $56.6 million

As of September 30, 2012, unrestricted cash, short-term
securities and bonds at Ambac, the holding company, totaled $31.5
million, a decline of $2.4 million from June 30, 2012.

Financial Results

Net Premiums Earned

Net premiums earned for the third quarter of 2012 were $113.1
million, up 11% from $102.0 million earned in the third quarter
of 2011.  Net premiums earned include accelerated premiums,
resulting from refundings, calls, and other policy accelerations
recognized during the quarter.  Accelerated premiums were $34.4
million in the third quarter of 2012, up 83% from $18.8 million
in the third quarter of 2011.  The increase in accelerated
premiums was primarily driven by an increase in the overall
volume of bond calls within the public finance market due to low
interest rates, and refinancings by healthcare providers,
partially offset by negative accelerations resulting from the
maturity and early termination of certain structured finance
policies, during the period.  Normal net premiums earned, which
exclude accelerated premiums, were $78.7 million in the third
quarter of 2012, down 5% from $83.2 million in the third quarter
of 2011.  The decline in normal net premiums earned was primarily
due to the continued run-off of the insured portfolio as a result
of transaction terminations, refundings, and scheduled
maturities.

Net Investment Income

For the combined financial guarantee, financial services, and
corporate investment portfolios, net investment income for the
third quarter of 2012 was $84.1 million, a decrease of 7% from
$90.7 million earned in the third quarter of 2011.  Financial
Guarantee net investment income fell less than 1% to $81.0
million from $81.6 million due to the shift in portfolio holdings
toward short-term securities in anticipation of the commencement
of the partial payment of claims allocated to the Segregated
Account of Ambac Assurance Corporation (the "Segregated
Account"), partially offset by the impact of a greater percentage
of long-term holdings in higher yielding securities insured by
Ambac Assurance Corporation ("Ambac Assurance").  The size of the
Financial Guarantee long-term asset portfolio has declined by
approximately $269 million since September 30, 2011, as
continuing collection of installment paying financial guarantee
premiums and coupon receipts on invested assets were offset by
the resumption of partial claim payments on Segregated Account
policies, commutation payments, and the repurchase of surplus
notes in the second quarter of 2012.

Financial Services investment income for the three months ended
September 30, 2012 was $3.0 million compared to $9.0 million for
the third quarter of 2011.  The decline in Financial Services
investment income was driven primarily by sales of securities to
fund the repayment of intercompany loans and investment
agreements as investment agreement obligations were reduced to
$416 million at September 30, 2012, from $590 million at
September 30, 2011.

Net Change in Fair Value of Credit Derivatives

The net change in fair value of credit derivatives was a gain of
$27.4 million for the three months ended September 30, 2012,
compared to a gain of $4.5 million for the three months ended
September 30, 2011.  The gain for the three month period ended
September 30, 2012, resulted from improvement in reference
obligation prices, gains associated with the runoff of the
portfolio and credit derivative ("CDS") fees earned.  The gain
for the three month period ended September 30, 2011, resulted
primarily from CDS fees earned and the reversal of unrealized
losses associated with terminations, partially offset by declines
in certain reference obligation prices particularly related to
student loan securitizations.  There was no change to the Ambac
Assurance credit valuation adjustment during the periods.

Derivative Products

For the third quarter of 2012, the derivative products business
produced a net loss of $36.0 million compared to a net loss of
$215.8 million for the third quarter of 2011. The net loss for
the three months ended September 30, 2012 was primarily driven by
realized losses relating to the negotiated termination of a
derivatives contract. The derivative products portfolio has been
positioned to record gains in a rising interest rate environment
in order to provide a hedge against the impact of rising rates on
certain exposures within the financial guarantee insurance
portfolio. Interest rate movements did not have a significant
impact on results for the third quarter of 2012, while derivative
product losses incurred during the third quarter of 2011 were
primarily the result of mark-to-market movements in the portfolio
caused by declining interest rates during the period.

Income on Variable Interest Entities

Income on variable interest entities for the three months ended
September 30, 2012 was $6.1 million compared to $55.0 million for
the three month period ending September 30, 2011. For the third
quarter of 2012, the gain was the result of positive changes in
the fair value of net assets of consolidated VIEs during the
period. Results for the three months ended September 30, 2011
were driven by a $53.1 million net gain on one VIE. Adverse
performance in the business underlying this VIE during the period
was reflected through a decrease in the fair value of the VIE's
liabilities, partially offset by an impairment charge against its
intangible assets.

Financial Guarantee Loss Reserves

Loss and loss expenses for the three months ended September 30,
2012 were a net benefit of $18.7 million compared to a net
benefit of $60.2 million for the three months ended September 30,
2011. Losses for the three months ended September 30, 2012 were
driven by lower estimated losses for first lien and second lien
residential mortgage backed securities ("RMBS"), partially offset
by an increase in estimated losses for certain student loan
transactions and asset-backed transactions.

The amount of actual claims paid during the period was impacted
by the claims payment moratorium imposed on March 24, 2010 as
part of the Segregated Account rehabilitation proceedings. On
September 20, 2012, in accordance with certain rules published by
the rehabilitator of the Segregated Account (the "Policy Claim
Rules"), the Segregated Account commenced paying 25% of each
permitted policy claim that arose since the commencement of the
claims payment moratorium.  Claims permitted in accordance with
the Policy Claim Rules in September 2012 were $2.7 billion,
including $2.6 billion of claims related to the moratorium
period.  Loss and loss expenses paid, including commutations, net
of recoveries and reinsurance from all policies, amounted to
$644.6 million during the third quarter of 2012.  At September
30, 2012, a total of $3.4 billion of presented claims remain
unpaid because of the Segregated Account rehabilitation
proceedings and related court orders.

Loss reserves (gross of reinsurance and net of subrogation
recoveries) for all RMBS insurance exposures as of September 30,
2012, were $3.9 billion, including unpaid claims. RMBS reserves
as of September 30, 2012, are net of $2.7 billion of estimated
representation and warranty breach remediation recoveries, down
3% from $2.8 billion reported as of June 30, 2012.  Ambac
Assurance is pursuing remedies and enforcing its rights, through
lawsuits and other methods, to seek redress for breaches of
representations and warranties and fraud related to the
information provided by both the underwriters and sponsors of
various RMBS transactions and for failure to comply with the
obligation by the sponsors to repurchase ineligible loans.

Provision for Income Taxes

Income tax expense was $0.7 million for the three months ended
September 30, 2012, compared to $75.0 million for the three
months ended September 30, 2011. Income tax expense in the third
quarter of 2011 related predominantly to the accrual of
additional Federal income tax expense to bring the overall
reserve for income taxes in line with Ambac's intent to
consummate the IRS settlement.

Expenses

Underwriting and operating expenses for the three months ended
September 30, 2012 were $33.3 million, as compared to $44.9
million for the three months ended September 30, 2011. The
decrease in underwriting and operating expenses for the three
months ended September 30, 2012 was primarily due to lower
amortization of deferred acquisition costs, consulting costs,
legal fees, premium taxes, and compensation costs. Interest
expense for the combined Financial Guarantee and Financial
Services sectors was $23.3 million during the third quarter of
2012 versus $33.1 million in the third quarter of 2011. The
decrease in interest expense during the third quarter of 2012 was
primarily attributable to the lower par amount of surplus notes
and investment agreement liabilities outstanding during the
period.

Reorganization Items, Net

For purposes of presenting an entity's financial evolution during
a Chapter 11 reorganization, the financial statements for periods
including and after filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the business.
Reorganization items during the three months ended September 30,
2012 were $1.3 million as compared to $8.5 million for the three
months ending September 30, 2011. The decrease was due to lower
professional fees incurred following the confirmation of the
bankruptcy plan of reorganization in March 2012.

Balance Sheet and Liquidity

Total assets increased during the third quarter of 2012 to $26.9
billion from $26.6 billion at June 30, 2012. The increase in
total assets was primarily due to an increase in VIE assets to
$17.4 billion from $16.6 billion, partially offset by a decline
in the consolidated non-VIE investment portfolio to $6.4 billion
from $6.7 billion.

During the third quarter of 2012, the fair value of the financial
guarantee non-VIE investment portfolio fell by $227 million to
$5.8 billion (amortized cost of $5.3 billion) as of September 30,
2012. The decrease reflects the use of assets to fund the partial
payment of Segregated Account policy claims beginning September
20, 2012, partially offset by improved valuations. The portfolio
consists primarily of high quality municipal and corporate bonds,
asset backed securities, U.S. Treasuries, Agency RMBS, as well as
non-agency RMBS, including Ambac Assurance guaranteed RMBS. The
fair value of the financial services investment portfolio
declined $18 million to $569 million during the third quarter.

Liabilities subject to compromise totaled approximately $1.7
billion at September 30, 2012. The amount of liabilities subject
to compromise represents Ambac's estimate of known or potential
pre-petition claims to be addressed in connection with the
Chapter 11 reorganization. As of September 30, 2012, liabilities
subject to compromise consist of the following (in thousands):

Debt obligations and accrued interest payable  $1,690,312

Other                                             $17,096

Consolidated liabilities subject to compromise $1,707,408

        Overview of Ambac Assurance Statutory Results

During the third quarter of 2012, Ambac Assurance generated
statutory net income of $143.1 million.  Third quarter 2012
results were primarily driven by (i) premiums earned of $122.6
million, and (ii) net investment income of $102.4 million,
partially offset by net losses and loss expenses of $60.4
million.  As of September 30, 2012, Ambac Assurance reported
policyholder surplus of $100.0 million, unchanged from June 30,
2012.  Pursuant to a prescribed accounting practice, the results
of the Segregated Account are not included in Ambac Assurance's
financial statements if Ambac Assurance's surplus is (or would
be) less than $100.0 million.  As of September 30, 2012, Ambac
Assurance's General Account did not assume $296.0 million of the
Segregated Account insurance liabilities under the Segregated
Account reinsurance agreement, down from $436.3 million as of
June 30, 2012.  The Segregated Account reported statutory
policyholder surplus of ($193.7) million as of September 30,
2012, up from ($333.2) million as of June 30, 2012.

Ambac Assurance's claims-paying resources amounted to
approximately $5.6 billion as of September 30, 2012, down
approximately $600 million from $6.2 billion at June 30, 2012.
This excludes Ambac Assurance UK Limited's claims-paying
resources of approximately $1.1 billion.  The decrease in claims
paying resources was primarily attributable to the commencement
by the Segregated Account of 25% partial payments on permitted
policy claims that arose since the commencement of the Segregated
Account rehabilitation proceedings.

AFG filed with the U.S. Securities and Exchange Commission on
November 14, 2012, a quarterly report on Form 10-Q for the period
ended September 30, 2012, a copy of which is available for free
at http://is.gd/sohneb

            Ambac Financial Group Inc. and Subsidiaries
                   Consolidated Balance Sheets
                    As of September 30, 2012

ASSETS
Investments:
Fixed income securities, at fair value          $5,440,690,000
Fixed income securities pledged as collateral,
  at fair value                                     285,860,000
Short-term investments                             713,467,000
Other                                                  100,000
                                              -----------------
Total investments                                6,440,117,000

Cash                                                 90,065,000
Restricted cash                                       2,500,000
Receivable for securities sold                       10,005,000
Investment income due and accrued                    37,182,000
Premium receivables                               1,755,830,000
Reinsurance recoverable on paid and unpaid losses   172,439,000
Deferred ceded premium                              190,540,000
Subrogation recoverable                             514,084,000
Deferred acquisition costs                          205,818,000
Loans                                                10,380,000
Derivative assets                                    97,464,000
Other assets                                         63,759,000
Variable interest entity assets
Fixed income securities, at fair value           2,160,113,000
Restricted cash                                      2,293,000
Investment income due and accrued                    1,228,000
Loans                                           15,188,358,000
Derivative assets                                            -
Other assets                                         5,717,000
                                              -----------------
Total assets                                   $26,947,892,000
                                              =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Liabilities subject to compromise               $1,707,408,000
Unearned premiums                                2,985,542,000
Losses and loss expense reserve                  7,034,224,000
Ceded premiums payable                              94,089,000
Obligations under investment agreements            397,570,000
Obligations under investment repurchase agreements  18,276,000
Current taxes                                       97,379,000
Long-term debt                                     146,909,000
Accrued interest payable                           210,108,000
Derivative liabilities                             455,587,000
Other liabilities                                   98,161,000
Payable for securities purchased                    15,009,000
Variable interest entity liabilities:
Accrued interest payable                               825,000
Long-term debt                                  15,113,094,000
Derivative liabilities                           2,060,951,000
Other liabilities                                      273,000
                                              -----------------
Total liabilities                               30,435,405,000

Stockholders' deficit:
Ambac Financial Group, Inc.
Preferred stock                                              -
Common stock                                         3,080,000
Additional paid-in capital                       2,172,027,000
Accumulated other comprehensive income (loss)      527,969,000
Accumulated deficit                             (6,440,840,000)
Common stock held in treasury at cost             (410,755,000)
                                              -----------------
Total Ambac Financial Group, Inc.
  stockholders' deficit                          (4,148,519,000)

Non-controlling interest                            661,006,000
                                              -----------------
Total stockholders' deficit                     (3,487,513,000)
                                              -----------------
Total liabilities and stockholders' deficit    $26,947,892,000
                                              =================

              Ambac Financial Group, Inc. and Subsidiaries
                  Consolidated Statements of Operations
                For Three Months Ended September 30, 2012

Revenues:
Net premiums earned                               $113,074,000
Net investment income                               84,078,000
Other-than-temporary impairment losses
Total other-than-temporary impairment losses        (2,501,000)
Portion of loss recognized in other comprehensive
  income                                              2,147,000
                                              -----------------
Net other-than-temporary impairment losses
  recognized in earnings                               (354,000)

Net realized investment gains                        3,162,000

Change in fair value of credit derivatives:
  Realized (losses) and gains and other settlements   2,944,000
  Unrealized gains (losses)                          24,496,000
                                              -----------------
Net change in fair value of credit derivatives      27,440,000
Derivative products                                (36,007,000)
Net mark-to-market(losses) gains on non-
  trading derivative contracts                                -
Net realized (losses) gains on extinguishment
  of debt                                                     -
Other income                                        36,137,000
Income (loss) on variable interest entities          6,137,000
                                              -----------------
    Total revenues before expenses and
     reorganization items                           197,162,000
                                              -----------------
Expenses:
Financial Guarantee:
Losses and loss expenses                           (18,745,000)
Underwriting and operating expenses                 33,347,000
Interest expense on surplus notes                   23,268,000
                                              -----------------
   Total expenses before reorganization items        37,870,000
                                              -----------------
Pre-tax income (loss) from continuing
operations before reorganization items             159,292,000
Reorganization items                                  1,252,000
                                              -----------------
Pre-tax income (loss) from continuing operations    158,040,000
Provision (benefit) for income taxes                    667,000
                                              -----------------
   Net gain (loss)                                  157,373,000
   Less: net gain (loss) attributable
    to the noncontrolling interest                     (171,000)
                                              -----------------
   Net loss attributable to common shareholders   ($157,544,000)
                                              =================

          Ambac Financial Group Inc. and Subsidiaries
             Consolidated Statements of Cash Flow
          For the Nine Months Ended September 30, 2012
                          (Unaudited)

Cash flows from operating activities:
  Net loss attributable to common shareholders   ($400,254,,000)
  Noncontrolling interest in subsidiaries' earnings  (2,401,000)
                                              -----------------
  Net loss                                        ($402,655,000)

  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization                      2,294,000
   Amortization of bond premium and discount       (163,860,000)
   Reorganization items                               4,480,000
   Share-based compensation                                   -
   Current income taxes                               1,670,000
   Deferred acquisition costs                        17,692,000
   Unearned premiums, net                          (440,852,000)
   Loss and loss expense, net                       123,343,000
   Ceded premiums payable                           (21,466,000)
   Investments income due and accrued                 8,146,000
   Premium receivables                              272,649,000
   Accrued interest payable                          70,549,000
   Net mark-to-market (gains) losses                 (3,532,000)
   Net realized investment gains                    (70,549,000)
   Losses (gains) on extinguishment of debt         177,745,000
   Other-than-temporary impairment charges            5,753,000
   Variable interest entity activities              (26,893,000)
   Other, net                                        39,958,000
                                              -----------------
     Net cash provided by (used in) operating
      activities                                   (405,600,000)
                                              -----------------
Cash flows from investing activities:
  Proceeds from sales of bonds                      433,010,000
  Proceeds from matured bonds                       930,677,000
  Purchases of bonds                               (601,228,000)
  Change in short-term investments                   69,604,000
  Loans, net                                          8,616,000
  Change in swap collateral receivable               37,417,000
  Other, net                                        (62,729,000)
                                              -----------------
    Net cash provided by investing activities       816,367,000
                                              -----------------
Cash flows from financing activities:
  Paydown of variable interest entity
   secured borrowing                                (15,132,000)
  Proceeds from issuance of investment and
   payment agreements                                         -
  Payments for investment and repurchase
   agreement draws                                 (133,123,000)
  Payment of extinguishment of longterm debt       (188,446,000)
  Net cash collateral paid/received                           -
                                              -----------------
    Net cash used in financing activities          (336,701,000)
                                              -----------------
    Net cash flow                                    74,066,000
                                              -----------------
Cash and cash equivalents at January 1               15,999,000
                                              -----------------
Cash and cash equivalents at September 30           $90,065,000
                                              =================

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBER HOLDING: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Amber Holding Inc. The outlook is stable.

"We also assigned a 'B+' issue-level rating to operating company
SumTotal Systems Inc.'s $30 million revolving credit facility and
$370 million first-lien term loan. The recovery rating on these
issues is '2', indicating our expectation of substantial (70% to
80%) recovery in the event of a payment default. In addition, we
assigned a 'CCC+' issue-level rating to SumTotal's $140 million
second-lien term loan, with a recovery rating of '6', indicating
our expectation of negligible (0% to 10%) recovery in the event of
a payment default," S&P said.

"The ratings on Amber Holding, SumTotal Systems' parent, reflect
the company's weak business risk profile, characterized by its
modest overall position in the human capital management software
market and its highly leveraged financial risk profile," said
Standard & Poor's credit analyst Jake Schlanger. "Offsetting some
of these issues is the human capital management (HCM) market's
critical and growing role, the company's rising position in the
segment, and its highly recurring revenue base. We view the
company's management and governance as 'fair.'"

"The outlook is stable, reflecting the company's predictable and
recurring revenue base. We could lower the rating if debt-funded
acquisitions or competitive pressures were to cause margins to dip
and leverage to be sustained in the mid-7x area. Alternatively, we
could raise the rating if debt reduction, coupled with organic
revenue growth and margin improvement that leads to EBITDA growth,
resulted in leverage sustained below 5x," S&P said.


AMBER HOLDING: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'BBB-' from 'B+' its
rating on Delaware Health Facilities Authority's $37.1 million
series 2004 and 2005A hospital revenue bonds, issued for Beebe
Medical Center.  The outlook is stable.

"The four-notch upgrade is due to the final settlement of major
litigation against the hospital," said Standard & Poor's credit
analyst Liz Sweeney.

"The former rating reflected significant uncertainty regarding the
amount of potential damages and Beebe's ability to secure
insurance coverage from its carriers successfully. On Nov. 19,
2012, Delaware's Superior Court approved a final settlement under
which Beebe paid $14.7 million in cash and committed an additional
$1.5 million in cash and free patient care over the next several
years. The settlement was a class action relating to lawsuits
filed against the hospital stemming from the December 2009 arrest
of physician Dr. Earl Bradley, a former member of Beebe's medical
staff, for sexual abuse of patients in his private pediatric
practice in Lewes, Del. Importantly, the settlement is of the
'non-opt out' type, which means that all victims had to seek
compensation through the class action, and the settlement
extinguishes any future claim arising from Dr. Bradley's abuse,"
S&P said.

"The 'BBB-' rating is lower than the 'BBB+' rating on Beebe before
the lawsuit. Beebe's financial position has been hurt by the
situation since fiscal 2010, including the $5 million termination
cost for its swap, retirement of a $19 million variable-rate
demand issue with cash, collateralization of a second variable-
rate demand issue for $18 million, additional expenses related to
legal fees, and the final settlement payment. In addition,
unrelated to the Bradley situation, employment costs of physicians
have diminished operating margins somewhat. Despite these negative
impacts, Beebe's credit characteristics remain consistent with a
low-investment-grade rating," S&P said.


AMERICAN AIRLINES: Has Deal With Lambert-St. Louis Airport
----------------------------------------------------------
Ken Leiser, transportation writer at the St. Louis Post-Dispatch,
reports that American Airlines struck a deal with the Lambert-St.
Louis International Airport.  The salient terms of the deal,
according to the report, are:

     -- American would keep four gates at the airport's C
        Concourse through the end of its lease in June 2016;

     -- American would shed $2.3 million a year in payments to
        the airport;

     -- American's leased space inside the airport will shrink
        to 39,219 square feet by April 1, 2013, from 65,738
        square feet last March 31;

     -- American would pay Lambert $722,811 in debt from before
        the bankruptcy filing and other pending amounts that are
        still due the airport, officials said.

     -- American will pay about 40% of its $542,072 annual share
        of terminal improvements.  Lambert officials will file a
        claim in bankruptcy court for the remaining 60%;

     -- American will also contract with a private company to
        handle its cargo.

The agreement, the report says, is expected to be filed next month
with the U.S. Bankruptcy Court in New York.

"They could have rejected the whole lease," said Susan Kopinski,
deputy director of finance and administration at Lambert,
according to the report. "This was actually a very good deal."

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins OK for McKinsey's Consulting Services
-------------------------------------------------------------
AMR Corp. obtained approval of a supplemental application to
include McKinsey & Company Canada and three other firms as part of
the team providing management consultant and restructuring
advisory services to the company.

The three other firms are McKinsey & Company Inc. Belgium,
McKinsey & Company Inc. Italy, and McKinsey & Company S.L.

The firms will be paid for their services in accordance with the
same compensation structure previously approved by the bankruptcy
court.  AMR will also reimburse the firms for work-related
expenses.

The Debtors earlier obtained approval to employ McKinsey Recovery
& Transformation Services U.S., LLC, McKinsey & Company, Inc.
United States, and McKinsey & Company, Inc. Japan as their
management consultants, nunc pro tunc to Dec. 12, 2011.  Pursuant
to an agreement with the Debtors, the services of McKinsey
Recovery, McKinsey & Co. Inc., and its Japan-based office will be
provided in three phases.  Business plan support and adaptation
services will be provided during the first two phases.  During the
initial phase, the firms will work with the Debtors' senior
management team to evaluate their five-year business plan.  The
business plan will be adapted by the firms during the second phase
to reflect changes in economic climate and other conditions.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: SkyWorks Approved for Additional Work
--------------------------------------------------------
AMR Corp. obtained a court order approving its supplemental
application to expand the scope of SkyWorks Capital, LLC's
services.

The court ruling authorizes SkyWorks to provide advisory services
in connection with American Airlines Inc.'s plan to pursue a
regional jet aircraft order, and obtain manufacturer financing or
backstop financing in connection with that order pursuant to an
engagement agreement dated Oct. 22, 2012, between the airline and
the firm.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: 2 Haynes Attorneys Join Secondment Program
-------------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to
authorize the participation of two associates at Haynes and Boone
LLP in American Airlines Inc.'s programs.

In a court filing, the company asked the bankruptcy court to allow
Autumn Highsmith and Anya Cooper to participate in the airline's
secondment program and lend-a-lawyer program, respectively.

American Airlines will pay the firm a flat fee of $27,500 for each
month that Ms. Highsmith participates in the secondment program.
Meanwhile, Haynes and Boone will receive a flat fee of $25,000 for
each month that Ms. Cooper participates in the other program.

Ms. Highsmith's participation is expected to last for a period of
six consecutive months while Ms. Cooper's participation is
expected to last for at least six weeks, which can be terminated
by American Airlines or extended by mutual agreement between the
airline and the firm.

A court hearing to consider approval of the request is scheduled
for December 11.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Judge Declines to Dismiss Class Suit
-------------------------------------------------------
U.S. Bankruptcy Judge Sean Lane declined to rule on AMR Corp.'s
bid to dismiss a putative class action alleging the company
breached a contract by gutting frequent flier rewards for miles
earned before 1989, according to a report by Bankruptcy Law360.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Files Appraisal Report of WTC Collateral
-----------------------------------------------------------
American Airlines Inc. filed with the U.S. Securities and Exchange
Commission a summary of appraisal of the collateral for the 7.50%
Senior Secured Notes due 2016.

Pursuant to an indenture dated March 15, 2011, American Airlines
is required to deliver to U.S. Bank N.A., as trustee, and
Wilmington Trust Co., as collateral trustee, periodic appraisals
establishing the appraised value of the collateral for the notes.

The airline is also required to furnish a summary of each
appraisal to the trustee, which summary is required to be made
publicly available.  The SEC filing can be accessed for free at
http://is.gd/bkINwc

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN APPAREL: Had $49.9 Million Net Sales in November
---------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
ended Nov. 30, 2012.

The Company reported that for the month ended Nov. 30, 2012, total
preliminary net sales increased 10% to $49.9 million when compared
to the month ended Nov. 30, 2011.  Between the same periods,
comparable retail and online sales on a preliminary basis
increased an estimated 13% and wholesale net sales increased an
estimated 21%.

The following table delineates the components of the increases
when compared to the corresponding month of the prior year:

                               September   October  November*
                               ---------   -------  ---------
Comparable Store Sales           14%         3%       11%
Comparable Online Sales          18%        29%       22%
Comparable Retail & Online       14%         6%       13%
Wholesale Net Sales             (3)%        22%       21%

*Preliminary, subject to adjustment

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011, and a
net loss of $86.31 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$333.64 million in total assets, $319.76 million in total
liabilities and $13.87 million in total stockholders' equity.


ARCAPITA BANK: Seeks to Sell Stake in Assisted-Living Company
-------------------------------------------------------------
Joseph Checkler at Daily Bankruptcy Review reports that Bahrain-
based Arcapita Bank wants a judge's permission to sell the 80%
stake in an assisted-living company owned by one of its
subsidiaries.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.


ATLANTIC & PACIFIC: To Close Chapter 11 Cases Except One
--------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the Great Atlantic &
Pacific Tea Co. Inc., owner of A&P supermarkets, asked a New York
bankruptcy court to close 53 of its 54 Chapter 11 cases, saying
few enough claims remain that its bankruptcy should proceed as
just one case.

Bankruptcy Law360 relates that the Debtor, which received court
approval of its reorganization plan in February, notes that it's
facing one appeal from that confirmation, as well as 14 unresolved
cure objections, 12 unresolved motions for administrative expenses
and about 5,000 claims.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
Before filing for bankruptcy in 2010, A&P operated 429 stores in
eight states and the District of Columbia under the following
trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center,
Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and
Food Basics.  A&P had 41,000 employees prior to the bankruptcy
filing.

In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
served as counsel to the Debtors.  Kurtzman Carson Consultants LLC
acted as the claims and notice agent.  Lazard Freres & Co. LLC
served as the financial advisor.  Huron Consulting Group served as
management consultant.  Dennis F. Dunne, Esq., Matthew S. Barr,
Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, represented the Official Committee of Unsecured
Creditors.

The Bankruptcy Court entered an order Feb. 27, 2012, confirming a
First Amended Joint Plan of Reorganization filed Feb. 17, 2012.
A&P consummated its financial restructuring and emerged from
Chapter 11 as a privately held company in March 2012.

A&P sold or closed stores during the bankruptcy proceedings.  It
emerged from bankruptcy with 320 supermarkets.  Among others, A&P
sold 12 Super-Fresh stores in the Baltimore-Washington area for
$37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

Mount Kellett Capital Management LP, The Yucaipa Companies LLC and
investment funds managed by Goldman Sachs Asset Management, L.P.,
provided $490 million in debt and equity financing to sponsor
A&P's reorganization plan and complete its balance sheet
restructuring.  JP Morgan and Credit Suisse arranged a
$645 million exit financing facility.


BAKERS FOOTWEAR: Unsecured Creditors to Recover 6% Under Plan
-------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that Bakers Footwear Group Inc. filed a
disclosure statement and a proposed plan of reorganization that
would provide general unsecured creditors, who have claims of
about $65 million, a 6% recovery that is subject to certain
conditions that the debtor is "uncertain" it will be able to meet.

The report notes that the payment of 6% is an estimate by Bakers
and depends on whether Bakers has "sufficient excess cash flow"
after it pays in full two notes described in the plan of
reorganization.  The first note, for $4 million, is to be paid to
the trustee for the benefit of the Unsecured Creditors Trust for a
term of about three years, maturing in May, 2016.  Principal
payments are due on the note in 2014 and 2015.  Bakers, if it
shows sufficient earnings, will have to give a second note for
$2 million to the trust, which will mature in May, 2018, and pay
interest on it at 5% a year, according to the plan.

The "reorganized debtor's ability to make these payments is
uncertain," Bakers said in the disclosure statement.

According to the report, the disclosure statement also states that
under the plan, 63 stores will remain, and others will be shut or
sold.  The plan is subject to a vote by impaired classes of
creditors, according to the disclosure statement.  The unsecured
creditors hold, by far, the largest claims.  All other claims or
claimants will be paid in full.  They are: administrative claims
($4.4 million); priority tax claims ($208,000); priority non-tax
claims ($75,000); and secured claims ($240,000).  There will be no
distribution to equity holders, according to the disclosure
statement.

The debtor's plan, the report discloses, is based on a
reorganization in which it will "significantly reduce its
footprint by closing stores, trimming staff and expenses, and
restoring profitability," Bakers said in the disclosure statement.
As of the effective date of the plan, Bakers plans to operate 63
stores across the country and on its website, which will lower its
operating costs.

                       About Bakers Footwear

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

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

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

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

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

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

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

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

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


BEALL CORP: Sale Procedures Approved; Auction Set for Dec. 12
-------------------------------------------------------------
Judge Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon has approved procedures that will govern the
sale of the Debtor's assets.

In accordance with the Sale Procedures, the Auction will be held
on Dec. 12, 2012, commencing at 10:00 a.m. (Pacific Time) at the
offices of Tonkon Torp LLP, 888 SW Fifth Avenue, Suite 1600, in
Portland.

The Court will hold a hearing to approvel the sale on Dec. 18 at
10:30 a.m. (Pacific Time).  Sale objections must be filed on or
before Dec. 14, 2012 by 4:00 p.m. (Pacific Time).

As reported by the Troubled Company Reporter on Oct. 18, the
Debtor is seeking to sell its assets but hasn't identified a
stalking horse to lead the auction.

                      About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.  The Debtor disclosed
$14,015,232 in assets and $28,791,683 in liabilities as of the
Chapter 11 filing.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BELLINGHAM INSURANCE: 9th Cir. Ruling Limits Bankr. Court Role
--------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit declared that a
non-Article III bankruptcy judge lacks constitutional authority to
enter a final judgment in a fraudulent conveyance action against a
nonclaimant to the bankruptcy estate.  Notwithstanding, the Ninth
Circuit upheld a district court's affirmance of a bankruptcy
court's summary judgment in such action in the Chapter 7
bankruptcy of Bellingham Insurance Agency, Inc., after holding
that the nonclaimant waived its right to an Article III hearing
and consented to the bankruptcy judge's adjudication of the
fraudulent conveyance claim by failing to object until the case
reached the court of appeals.

According to the Ninth Circuit, following Granfinanciera, S.A. v.
Nordberg, 492 U.S. 33 (1989), and Stern v. Marshall, 131 S.Ct.
2594 (2011), the public rights exception to the rule of Article
III adjudication does not encompass federal-law fraudulent
conveyance claims, even though Congress designated such claims as
core bankruptcy proceedings.  The three-judge panel said 11 U.S.C.
Sec. 157(b)(1) provides bankruptcy courts the power to hear
fraudulent conveyance cases and to submit reports and
recommendations to the district courts.

The Ninth Circuit panel consisted of Chief Judge Alex Kozinski,
Circuit Judge Richard A. Paez, and District Judge Raner C.
Collins, of the District of Arizona, sitting by designation.

"This quotidian bankruptcy case presents a novel question: can a
non-Article III bankruptcy judge enter a final judgment in a
fraudulent conveyance action against a nonclaimant to the
bankruptcy estate? Federal law empowers bankruptcy judges to do
so, but we hold that the Constitution forbids it," said Judge
Paez, who wrote the opinion.

The case before the appeals court is, EXECUTIVE BENEFITS INSURANCE
AGENCY, Appellant, v. PETER H. ARKISON, TRUSTEE, solely in his
capacity as Chapter 7 Trustee of the estate of Bellingham
Insurance Agency, Inc., Appellee, No. 11-35162 (9th Cir.),

Nicholas Paleveda and his wife, Marjorie Ewing, operated a welter
of companies, including Aegis Retirement Income Services, Inc.,
and the Bellingham Insurance Agency.  ARIS designed and
administered defined-benefit pension plans, and BIA sold insurance
and annuity products that funded those plans.

BIA and ARIS were closely related: Mr. Paleveda owned 100% of ARIS
and served as the CEO and sole director of BIA until Feb. 14,
2006, when Ms. Ewing took over.  Ms. Ewing owned 80% of BIA and
served as ARIS's general manager.  ARIS and BIA shared an office
and a phone number.  Because ARIS lacked sufficient assets to
operate independently, it routed all of its income and expenses
through BIA, kept joint accounting records with BIA, and declared
its income on consolidated tax returns with BIA.

By early 2006, BIA was insolvent.  And though the company ceased
operations on Jan. 31, 2006, it did not stop acting entirely.  Two
weeks after closing its doors, BIA irrevocably assigned the
insurance commissions from one of its largest clients, the
American National Insurance Company, to Peter Pearce, a longtime
BIA and ARIS employee who had often acted as a conduit for
insurance commissions between BIA and its clients.

The day after BIA stopped operating, Mr. Paleveda used BIA funds
to incorporate the Executive Benefits Insurance Agency, Inc.  In
2006, $373,291.28 of commission income earned between January 1
and June 1 was deposited into an account held jointly by ARIS and
EBIA.  Mr. Pearce deposited $123,133.58 and EBIA deposited the
remainder.  At the end of the year, all of the deposits were
credited to EBIA via an "intercompany transfer."

In the meantime, BIA had filed a voluntary Chapter 7 bankruptcy
petition in the U.S. Bankruptcy Court for the Western District of
Washington.  The Trustee, Peter Arkison sued EBIA and ARIS in the
same court to recover the commissions deposited into the EBIA/ARIS
account, which the Trustee alleged to be property of the estate.
The complaint 18 eighteen causes of action, including federal-and
state-law preferential and fraudulent transfer claims and a claim
that EBIA was a successor corporation of BIA and therefore liable
for its debts.

The bankruptcy court granted summary judgment in favor of the
Trustee, concluding that the deposits into the EBIA/ARIS account
were fraudulent conveyances of BIA assets and that EBIA was a
"mere successor" of BIA.  The bankruptcy court entered a final
judgment for $373,291.28.

EBIA appealed to federal district court.  The district court
affirmed, holding that the commissions paid into the ARIS/EBIA
account were fraudulent transfers under both 11 U.S.C. Sec. 548,
and Washington's Uniform Fraudulent Transfer Act, Wash. Rev. Code
Sec. 19.40.041. The district court also affirmed the bankruptcy
court's judgment that EBIA was liable for BIA's debts as a
corporate successor.

EBIA appealed.  In a motion to dismiss submitted prior to oral
argument, EBIA objected for the first time to the bankruptcy
judge's entry of final judgment on the Trustee's fraudulent
conveyance claims.  Styled as a motion to vacate the judgment for
lack of subject-matter jurisdiction, and relying on Stern v.
Marshall, 131 S.Ct. 2594 (2011), the motion argued that the
bankruptcy judge was constitutionally proscribed from entering
final judgment on the Trustee's claims.

A copy of the Ninth Circuit's Dec. 4 decision is available at
http://is.gd/OyNWUqfrom Leagle.com.


BIG ISLAND: Enters Chapter 7 Liquidation
----------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that Denham
Capital Management-backed biomass company Big Island Carbon LLC,
which sought to produce energy from macadamia nutshells in Hawaii,
has filed for Chapter 7 bankruptcy to liquidate its assets.


BOOMERANG SYSTEMS: Plans to Offer $5-Mil. Worth of Securities
-------------------------------------------------------------
Boomerang Systems, Inc., intends to offer up to $5 million of its
securities in a private placement, subject to market conditions.

In discussing the private placement, the Company intends to
disclose to investors who sign a non-disclosure agreement, details
of certain aspects of the Company's projects, including details of
the 4 contracts the Company has signed since June 2012, which, if
completed on the contemplated terms would represent 1,550
automated parking spaces, comprised of two contracts in Southern
California, a contract for a project in Miami signed in October
and a contract for a New York Metro area project signed in
November.

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

The Company reported a net loss of $19.10 million for 2011 and a
net loss of $15.78 million during the prior year.

The Company's balance sheet at June 30, 2012, showed $7.77 million
in total assets, $20.58 million in total liabilities and a $12.81
million total stockholders' deficit.

                         Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31 2011, the Company said
its operations may not generate sufficient cash to enable it to
service its debt.  If the Company were to fail to make any
required payment under the notes and agreements governing its
indebtedness or fail to comply with the covenants contained in the
notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In that event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.


CAESARS ENTERTAINMENT: Fitch Rates New $300-Mil. Sr. Notes 'CCC+'
----------------------------------------------------------------
Fitch Ratings assigns a 'CCC+/RR3' rating to Caesars Entertainment
Operating Company, Inc.'s (OpCo; CEOC) $300 million proposed add-
on issuance to the 9% senior secured notes due 2020.  Fitch also
downgrades OpCo's senior secured credit facility and outstanding
senior secured notes to 'CCC+/RR3' from 'B-/RR2.  Fitch also
affirms the Issuer Default Ratings (IDRs) of CEOC and related
issuers (full list of rating actions follows at the end of this
release).  The Rating Outlook is Negative.

About half of the proceeds from the add-on issuance will be used
to repay the B1-B3 term loans outstanding with the balance being
used for general corporate purposes.  Pro forma for this
transaction there will be approximately $875 million remaining in
term loans B1-B3, which mature in 2014.

The proposed transaction is seen as a slight positive in terms of
reducing the probability of OpCo's default by further pushing out
its 2014 maturity wall and by bolstering available liquidity.
That is somewhat offset by the higher interest costs, which will
negatively impact OpCo's near-term cash burn rate.

OpCo's excess cash is at approximately $1.7 billion pro forma for
this transaction plus the Harrah's St. Louis sale and the
conversions of Caesars' revolver capacity into term loan B6
executed in the fourth quarter The cash on hand should be adequate
to fund the OpCo's cash burn projected by Fitch through 2014, make
near-term investments in unrestricted subsidiaries (Baltimore and
Project Linq), and paydown $125 million in unsecured notes coming
due 2013.

However, as reflected in the downgrade of the first-lien debt, the
transaction is a negative for creditors' recovery prospects as it
adds at least $150 million in incremental first-lien debt to
OpCo's capital structure. The first-lien debt rating has been on
the cusp of RR2 and RR3 for some time and Fitch previously
indicated that additional first lien debt and/or other
transactions that reduce first-lien recovery prospects could
result in a downgrade.

The downgrade of the first-lien debt reflects the longer-term
trend in which many of the company's transactions have negatively
impacted first-lien recovery prospects, as well as the possibility
that trend may continue going forward.

Fitch maintained an 'RR2' rating on the first-lien debt while
recovery prospects were weakening due to various transactions, but
the current 'RR3' rating now provides ample cushion for any
further recovery deterioration.  With the proposed issuance
roughly $800 million in incremental first-lien debt will be issued
or converted since the beginning of 2012 although approximately
$600 million in revolver capacity reductions accompanying the
conversions during the same period potentially help to offset some
of the recovery dilution.  The recapitalization of Chester Downs
in February 2012, the sale of Harrah's St. Louis to Penn National,
and the transfer of Bill's Gamblin' Hall & Saloon to a separate
restricted group all hurt first-lien recovery prospects. Last
year, the Project Linq/Octavius Tower assets were carved out of
the OpCo.

The 'CCC+/RR3' rating assigned to the proposed notes reflects
estimated recovery rate for first-lien debt in the 50%-71% range.
Fitch's estimated recovery for CEOC's first lien debt is at the
high end of the stated range therefore there is now considerable
cushion at the 'RR3' Recovery Rating for the first-lien debt.
Detailed recovery analysis using data through June 30, 2012 for
Caesars is available on www.fitchratings.com (see links below) and
Fitch plans to update the recovery model for the third-quarter and
the proposed transaction shortly.

OpCo's 'CCC' IDR and Negative Outlook reflect CEOC's weak FCF
profile and a real possibility of a liquidity shortfall around
2015.  Fitch's rating commentary and a detailed report on Caesars,
both dated Sept. 5, 2012 provide a more extensive discussion about
the Caesars overall credit profile.

What Could Trigger a Rating Action

With Caesars pushing out a bulk of its 2015 maturities, Fitch is
now more focused on the company's cash burn rate, especially as it
relates to the net senior secured leverage covenant.  Fitch is
also monitoring developments that may sway the parent's ability or
motivation to support the OpCo.  Further material monetization or
dilution of the Interactive business (outside the OpCo) may lead
to a downgrade of the OpCo.  Caesars recently sold a portion of
Interactive to Rock Gaming LLC for about $80 million in proceeds.

Fitch may revise the Rating Outlook back to Stable while affirming
the IDR at 'CCC' if the operating trends pick up more strongly
than expected, improving prospects for a sustainable FCF profile
by a 2015 time frame.  The Las Vegas Strip (27% of OpCo's LTM
EBITDA) is Caesars' best bet for leveraging any improvement in the
macroeconomic environment.

Fitch has taken the following rating actions:

Caesars Entertainment Corp.

  -- Long-term IDR affirmed at 'CCC'; Outlook Negative.

Caesars Entertainment Operating Co.

  -- Long-term IDR affirmed at 'CCC'; Outlook Negative;
  -- Senior secured first-lien revolving credit facility and term
     loans downgraded to 'CCC+/RR3' from 'B-/RR2';
  -- Senior secured first-lien notes downgraded to 'CCC+/RR3' from
     'B-/RR2';
  -- Senior secured second-lien notes affirmed at 'CC/RR6';
  -- Senior unsecured notes with subsidiary guarantees affirmed at
     'CC/RR6';
  -- Senior unsecured notes without subsidiary guarantees affirmed
     at 'C/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)

  -- Long-term IDR affirmed at 'B-'; Outlook Negative;
  -- Senior secured notes affirmed at 'BB-/RR1'.

Caesars Linq, LLC & Caesars Octavius, LLC

  -- Long-term IDR affirmed at 'CCC'; Outlook Negative;
  -- Senior secured credit facility affirmed at 'CCC+/RR3';

Corner Investment PropCo, LLC

  -- Long-term IDR affirmed at 'CCC';
  -- Senior secured credit facility affirmed at 'B-/RR2'.


CAESARS ENTERTAINMENT: Moody's Rates $300MM Sr. Secured Notes 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$300 million senior secured notes due 2020 issued by Caesars
Operating Escrow LLC and Caesars Escrow Corporation due 2020 to be
assumed by Caesars Entertainment Operating company, Inc. (CEOC).
Moody's affirmed Caesars Entertainment Corporation's (Caesars)
Caa1 Corporate Family Rating and changed the rating outlook to
negative. Additionally, Moody's lowered Caesars' Speculative Grade
Liquidity rating (SGL) to SGL-2 from SGL-1.

Ratings Rationale

The change in rating outlook to negative reflects Moody's view
that Caesars' operating results will not meet Moody's previous
expectations as a result of slowing same store gaming revenues
through August across many regional U.S. markets in which Caesars
participates followed by declines in September and October. While
the Las Vegas region (about 40%% of property EBITDA) is holding
its own, a number of key regional markets, including Atlantic
City, Mississippi/Louisiana, and Indiana/Illinois (collectively
about 36% of property EBITDA) have reported declining gaming
revenues in September and October. Moody's is concerned that US
consumer spending on gaming will remain under pressure in 2013
given generally soft economic data and fiscal tightening making it
difficult for Caesars to increase earnings and improve debt/EBITDA
to the mid-point of Moody's range of 10.5 times. On an trailing
twelve month basis through September 30, 2012, debt/EBITDA was
11.9 times and EBITDA/interest was 0.9 times.

The downgrade of Caesars' SGL rating reflects a decline in
revolver commitments to about $520 million as a result of amend
and extend transactions whereby lenders converted unused revolver
commitment into term loans in exchange for a 50% reduction in the
committed amount. This revolving capacity is thin relative to the
scale of the company's operations and its negative free cash
position. Nevertheless, Caesars' cash balances along with
remaining revolver availability is sufficient availability to
enable the company to meet its near term obligations for interest,
capital spending and debt maturities that Moody's estimates to be
in aggregate approximately $2.7 billion in 2013.

Caesars' Caa1 Corporate Family Rating reflects the company's high
leverage (consolidated debt/EBITDA of 11.9 times), and low
interest coverage (EBITDA/interest expense of around 0.9 times),
tempered by good liquidity. Caesars' Caa1 rating also recognizes
the risk that the company may again pursue transactions that
Moody's would consider to be distressed exchanges particularly in
light of large debt maturities of about $6.5 billion in 2015
(including CMBS debt).

Ratings assigned:

  Caesars Operating Escrow LLC and Caesars Escrow Corporation due
  2020 to be assumed by Caesars Entertainment Operating company,
  Inc.

    Approximately $300 million senior secured notes due 2020 at B2
    (LGD 3, 31%)

Ratings affirmed and assessments updated where applicable:

  Caesars Entertainment Corporation

    Corporate Family Rating at Caa1

    Probability of Default Rating at Caa1

  Caesars Entertainment Operating Company, Inc. (CEOC)

    Senior secured guaranteed revolving credit facility at B2 (LGD
    3, 31% from 30%)

    Senior secured guaranteed term loans at B2 (LGD 3, 31% from
    30%)

    Senior secured notes at B2 (LGD 3, 31% from 30%)

    Senior unsecured guaranteed by operating subsidiaries and CEC
    at Caa3 (LGD 6, 93% from 92%)

    Senior unsecured debt guaranteed by CET at Caa3 (LGD 6, 95%)

Harrah's Operating Escrow LLC and Harrah's Escrow Corporation
assumed by CEOC

    Senior secured notes at B2 (LGD 3, 31% from 30%)

    Senior secured second priority notes at Caa2 (LGD 5, 82% from
    80%)

Corner Investment Propco, LLC

    $180 million senior secured 7-year term loan at B2 (LGD 3, 31%
    from 30%)

Octavius Borrower

    $450 million senior secured term loan at B2 (LGD 3, 31% from
    30%)

Rating downgraded:

  Speculative Grade Liquidity rating to SGL-2 from SGL-1

Caesars' ratings could be downgraded if its liquidity position
deteriorates, if recent negative trends in monthly gaming revenue
in the company's major markets continue to decline or if credit
metrics fail to improve from current levels. Given Caesars' high
leverage and weak interest coverage and the need to address
significant debt maturities in 2015, Moody's does not anticipate
upward rating momentum in the absence of a material reduction in
leverage.

The principal methodology used in rating Caesars Entertainment
Corporation was the Global Gaming 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.

Caesars Entertainment Corporation, through its wholly-owned
subsidiary, CEOC, owns or manages approximately 50 casinos. The
company generates consolidated revenues of about $9 billion
annually.


CAESARS ENTERTAINMENT: S&P Assigns 'B' Rating on $300-Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Las Vegas-based Caesars Entertainment Corp.'s
(CEC) proposed $300 million first-lien senior secured notes due
2020, to be issued jointly by Caesars Operating Escrow LLC and
Caesars Escrow Corp. (the escrow issuers). "We assigned our 'B'
issue-level rating (one notch higher than our 'B-' corporate
credit rating on the company) with a recovery rating of '2',
indicating our expectation for substantial (70%-90%) recovery for
lenders in the event of a payment default. Our analysis assumes
the company reduces first-lien debt by roughly $150 million
following this transaction through  the repayment of outstanding
term loans. While our first-lien issue-level rating remains one
notch higher than our corporate credit rating, the issuance of
incremental first-lien notes continues to pressure the recovery
prospects for first-lien creditors and we believe recovery
prospects are currently at the very low end of the 70% to 90%
range for a '2' recovery rating. Although there remains some room
for additional first-lien debt within the current recovery rating,
any subsequent meaningful first-lien debt issuance beyond these
notes not fully used to repay existing first-lien debt likely
would result in a revision of our first-lien senior secured debt
recovery rating to '3' from '2', and lowering our issue-level
rating to 'B-' from 'B' (the same as our corporate credit rating)
in accordance with our notching criteria," S&P said.

"Both of the escrow issuers (special purpose entities that will
issue the secured notes) are wholly owned, unrestricted
subsidiaries of Caesars Entertainment Operating Company, Inc. a
wholly owned, direct subsidiary of CEC (After the offering (and if
escrow conditions are not met prior to the consummation of the
offering), the escrow issuers will deposit the gross proceeds into
a segregated escrow account until the date that certain conditions
are satisfied. The conditions essentially relate to regulatory
approval, the execution of documents granting security for the
proposed notes, and the assumption by CEOC of all obligations of
the escrow issuers under the proposed notes. The notes will have
the benefit of a pari passu security interest in the same
collateral that secures the senior secured credit facilities
(subject to permitted liens and exceptions). CEOC intends to use
the net proceeds from the notes offering to repay a portion of its
term loans and for general corporate purposes," S&P said.

"Our corporate credit rating reflects our assessment of Caesars'
financial risk profile as 'highly leveraged' and our assessment of
the company's business risk profile as 'satisfactory,' according
to our criteria," S&P said.

"Our assessment of Caesars' financial risk profile as highly
leveraged reflects its very weak credit measures and our belief
that prospects for meaningful growth in net revenue and EBITDA in
2013 do not seem promising, given the current economic outlook and
competitive dynamics in the company's key markets. While several
actions taken by management in recent years, including the
currently planned capital raise, have positioned the company with
a modest covenant cushion and very limited debt maturities over
the next few years, Caesars' capacity to continue funding
operational and capital spending needs and meet debt service
obligations over the longer term relies on more substantial growth
in cash flow generation. Credit measures remain weak. As of Sept.
30, 2012, leverage was over 12x, while interest coverage was
0.8x," S&P said.

"Our assessment of Caesars' business risk profile as satisfactory
reflects its well-diversified portfolio of assets across most
major U.S. gaming markets and an industry-leading customer loyalty
program. Despite these strengths, we believe Caesars' business
risk profile could weaken over time because of its limited ability
to generate excess cash flow to fund the level of investment in
its assets we believe necessary to preserve its competitive
position," S&P said.

"Our rating incorporates relatively flat EBITDA in 2012, and
modest growth in 2013. Our 2012 performance assumptions
incorporate flat to modestly down property EBITDA for Caesars' Las
Vegas region and a 10% to 15% decline at its Atlantic City
properties. Caesars was outperforming our Atlantic City
expectations through the September quarter, which should allow the
company to absorb the negative impact that Hurricane Sandy will
have on fourth quarter performance. In 2013, we expect a return to
at least modest growth in Las Vegas and lingering weakness in the
Atlantic City region. Without at least modest growth in 2013
EBITDA and an expectation for positive operating momentum to build
into 2014, we believe Caesars could be challenged to meet fixed
charges while servicing its current capital structure and might
again seek to restructure its debt obligations. While refinancing
transactions completed this year improved Caesars' maturity
profile and strengthened its near-term liquidity profile by
providing additional cash to fund capital spending or other
development needs, the increased interest expense associated with
these financing transactions will pressure already weak EBITDA
coverage of interest, and the incremental debt will strain the
cushion under its senior secured net leverage covenant.
Furthermore, Caesars faces the maturity of nearly $5 billion in
CMBS debt in 2015, and will likely face substantially higher
interest costs upon refinancing that debt," S&P said.

RATING LIST
Caesars Entertainment Corp.

Corporate credit rating               B-/Negative/--

Rating assigned
Caesars Operating Escrow LLC;
Caesars Escrow Corp.
$300 mil. first-lien sr sec notes    B
  Recovery rating                     2


CALIFORNIA STATEWIDE: S&P Cuts Rating on  2002E-1 Bonds to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
California Statewide Communities Development Authority's (Quail
Ridge Apartments project) multifamily housing revenue refunding
bonds series 2002E-1 and 2002E-3 to 'CCC (sf)' and 'CC (sf)' from
'BB- (sf)' and 'B (sf)'. The outlook is negative.

"The rating downgrade is based on a draw on the debt service
reserve funds," said Standard & Poor's credit analyst Raymond S.
Kim.

The rating reflects S&P's opinion of these weaknesses:

    The draws on the series 2002E-1 and 2002E-3 debt service
    reserve funds to pay debt service in July 2012;

    The draw on the replacement reserve for the payment of
    management fees; and

    The insufficient revenues to fully fund the project's
    replacement reserve account.

Quail Ridge is a 360-unit garden style multifamily apartment
complex constructed in 1980. It is located at 962 West Second St.
in Rialto, on a quiet secondary street in a residential community
that is primarily single family in nature, but contains a few
multifamily residential projects. The project consists of 114 one-
bedroom apartments, 150 two-bedroom apartments, and 96 three-
bedroom apartments.


CAMBRIDGE HEART: Warns Possible Asset Sale, Operations Stoppage
---------------------------------------------------------------
Cambridge Heart, Inc., is a party to certain Subscription
Agreements entered into by the Company and the subscribers, dated
as of Jan. 17, 2012, Feb. 28, 2012, and May 23, 2012, pursuant to
which the Company issued 8% secured convertible promissory notes
in the aggregate principal amount of $3,490,000, warrants to
purchase shares of the common stock of the Company and additional
investment rights.  On July 31, 2012, the Company issued
additional 8% secured convertible promissory notes in the
aggregate principal amount of $267,500 in connection with the
exercise by certain subscribers of additional investment rights.

Under the terms of the Prior Subscription Agreements, the holders
of at least 65% of each affected component of the securities
issued pursuant to the Prior Subscription Agreements may consent
to take or forebear from any action permitted under or in
connection with the Prior Subscription Agreements or any other
documents entered into pursuant to the Prior Subscription
Agreements, modify any Prior Transaction Document or waive any
default or requirement applicable to the Company or the
subscribers under the Prior Transaction Documents.  On Oct. 17,
2012, the holders of more than 65% of the outstanding principal
balance of the Prior Notes consented to, among other things, the
issuance by the Company of up to $300,000 in additional debt that
is senior to the Prior Notes in right of payment and with respect
to proceeds from the enforcement of the liens granted in the
Security Agreement executed by the Company in connection with the
Prior Subscription Agreements.

On Oct. 17, 2012, the Company issued and sold in a private
placement secured promissory notes that are senior to the Prior
Notes in right of payment in the aggregate principal amount of
$150,000 pursuant to the terms of a Subscription Agreement dated
Oct. 17, 2012, between the Company and two current shareholders of
the Company, including Roderick de Greef, the Chairman of the
Board of the Company.

                    New Subscription Agreement

On Nov. 30, 2012, the Company issued and sold in a private
placement an additional Senior Note in the aggregate principal
amount of $125,000 pursuant to the terms of a Subscription
Agreement dated Nov. 30, 2012, between the Company and an
accredited investor.  The securities were offered and sold
pursuant to an exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended.

Pursuant to the terms of the Senior Notes, all payments made by
the Company on the Senior Note issued on Nov. 30, 2012, and the
Senior Notes previously issued on Oct. 17, 2012, will be made on a
pari passu basis among the Senior Notes.

The Senior Notes will mature on March 31, 2013, and bear interest
at the rate of 8% payable on the Maturity Date.  The Senior Notes
may be prepaid at any time without premium.  The Senior Notes are
secured by all of the assets of the Company.

The Company believes its existing resources, including cash and
cash equivalents on hand at Nov. 30, 2012, of $30,000 and the
proceeds from the sale of Senior Notes on Nov. 30, 2012, of
$125,000, and currently projected financial results, are
sufficient to fund operations through the end of December 2012.
These resources allows the Company to continue to support its
existing customer base and distribution partnerships for a period
of time while it continues to execute on certain key activities
and explore strategic alternatives.

"If the Company encounters material deviations from its plans or
is unable to generate adequate cash flows or obtain sufficient
additional funding when needed, the Company will have to cut back
its operations further, sell some or all of its assets, license
potentially valuable technologies to third parties, or cease some
or all of its operations," the Company said in the regulatory
filing.

As of Dec. 3, 2012, 100,112,960 shares of the Company's common
stock were outstanding.  On an as-converted basis, the Company has
124,659,416 shares of common stock issued and outstanding,
including 100,112,960 shares of common stock issued, 4,180,602
shares issuable upon conversion of the Series C-1 Convertible
Preferred Stock and 20,365,854 shares issuable upon conversion of
the Series D Convertible Preferred Stock.

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

                        http://is.gd/jQJQnK

                       About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended
Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.25
million in total assets, $5.51 million in total liabilities,
$12.74 million in convertible preferred stock, and a $17 million
total stockholders' deficit.


CCC INFORMATION: Moody's Assigns 'B3' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
("CFR") to CCC Information Services Inc. (New) ("CCC") and a B1
rating to a proposed first lien credit facility. Proceeds from a
new $470 million term loan and $260 million in mezzanine debt
(unrated), plus equity, will be used to finance the acquisition of
CCC by Leonard Green & Partners. The ratings outlook is stable.

Ratings (and Loss Given Default assessments) assigned to CCC
Information Services Inc. (New):

  Corporate Family Rating, B3

  Probability of Default Rating, B3

  Proposed $50 million first lien revolver due 2017, B1 (LGD3,
  31%)

  Proposed $470 million first lien term loan due 2019, B1 (LGD3,
  31%)

The existing ratings on CCC Information Services Inc. (Old) will
be withdrawn upon completion of the acquisition and repayment of
outstanding debt.

For additional information, refer to the Credit Opinion to be
posted on moodys.com. The ratings are contingent upon closing of
the proposed transaction and Moody's review of final
documentation.

Ratings Rationale

The B3 CFR reflects very high financial leverage (debt / EBITDA)
of about 7.9 times (using Moody's adjustments for operating leases
and certain other items) on a pro forma basis at September 30,
2012 for an incremental $300 million in debt. Moody's expects
leverage to remain above 7 times through 2014, despite Moody's
expectation for modest annual revenue growth and debt reduction.
Although CCC has a leading market position in the US auto physical
damage claims market, its revenue size is relatively small with
some customer concentration. Virtually all of CCC's revenues are
generated in the US, which is a mature end market for auto claims.
However, CCC has recently been successful in increasing its market
share and Moody's anticipates modest revenue growth from ancillary
services. The ratings are further supported by CCC's good
liquidity profile, high margins, track record of steady financial
performance and cash flow generation, and high switching costs for
insurance customers.

The stable outlook anticipates a modest improvement in financial
leverage over the next 12-18 months, driven by increased
penetration of workflow products at customer repair facilities,
modest growth in claims estimation products and a reduction in
debt. The ratings could be upgraded if improving financial
performance combined with meaningful debt reduction results in
debt / EBITDA approaching 6 times and free cash flow to debt
exceeding 5%. Conversely, the ratings could be downgraded if
revenue or profitability materially decline due to customer losses
or weaker pricing. A significant debt-financed acquisition or
tightening of liquidity could also pressure the ratings,
particularly if free cash flow approaches breakeven or interest
coverage (EBITDA-capex / interest expense) falls below 1.2 times.

Chicago-based CCC develops, markets and supplies a variety of
automobile claim products and services which enable automobile
insurance companies, collision repair facilities, independent
appraisers and automobile dealers to manage the automobile claim
and restoration process. CCC reported $259 million of revenues in
the twelve month period ended September 30, 2012.

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


CELEBRITY SMILES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Celebrity Smiles Dental Care, LLC
        5223 Avenida Navarra
        Sarasota, FL 34242

Bankruptcy Case No.: 12-18320

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  DAVID W. STEEN, PA
                  13902 North Dale Mabry Highway, Suite 110
                  Tampa, FL 33618
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  E-mail: dwsteen@dsteenpa.com

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

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

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/flmb12-18320.pdf

The petition was signed by Joesph A. Gaeta, Jr., managing member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                            Case No.   Petition Date
        ------                            --------   -------------
Joesph A. Gaeta, Jr. and Kolleen Gaeta    12-18321      12/04/12
Solutions Homebuyers                      12-18322      12/04/12


CLIPPER ACQUISITIONS: Moody's Assigns 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 corporate family rating
to Clipper Acquisitions Corp (NewCo), a Delaware corporation,
established to fund the leveraged buyout of The TCW Group, Inc.
(TCW) by The Carlyle Group TCW management from Societe Generale.
Moody's assigned Ba1 ratings to a $50 million, 5-year revolving
credit facility and to a $355 million, 7-year senior secured term
loan B that will be used by NewCo, the borrower, to complete the
acquisition of TCW as well as to fund TCW's previously announced
acquisition of Special Situations Funds group from Regiment
Capital Advisors, L.P. The buyout of The TCW Group, Inc. is to be
funded with term loan B proceeds and equity supplied by investment
funds affiliated with Carlyle and TCW management. The TCW Group,
Inc. will be a wholly-owned subsidiary of the newly formed NewCo.
The outlook on the ratings is stable.

Ratings Rationale

The Ba1 corporate family rating reflects TCW's well-recognized
asset management brand driven by its strong fixed income
franchise, expanding distribution platform and experienced
management team. The rating incorporates positive trends in TCW's
business highlighted by the strong growth of the company's fixed
income and mutual fund businesses, stability from long-term
employment contracts with its key employees and certainty over
ownership for at least the next five years. TCW's organic growth
over the last two years has compared favorably to peers but growth
has predominantly been in the company's fixed income business
which continues to benefit from strong demand for fixed-income
exposure. Moody's views TCW's concentration in fixed income to be
a risk due to the company's higher sensitivity to changes in
demand for fixed-income assets relative to peers with more
balanced assets under management. Further, the company has gone
through significant change in a relatively short period of time
including the departure of several key investment professionals,
the acquisition and integration of fixed income investment manager
Metropolitan West and a prolonged period of uncertainty around the
future ownership of the firm. While TCW's franchise showed
resilience through this period, Moody's sees risks in the
company's ability to execute on its strategy to rebalance the
company's AUM through the growth of its equity and alternatives
businesses.

Pro forma leverage at 2.9x is modest for a leveraged buyout
transaction but still high relative to the majority of rated
peers. Pro forma interest coverage is healthy at roughly 6x.
Moody's expects the company will balance the use of free cash flow
between reinvestment in the business for growth and deleveraging.
With the implementation of a new compensation structure and the
incremental benefit from near term cost savings, Moody's expects
improvement in TCW's profitability, which has historically trailed
peers. Under the new compensation structure, pay for key
investment professionals and senior management will be better
aligned with performance.

The company's ratings and/or outlook could see upward pressure
based on further evidence of franchise stability supported by
sustained progress towards the strategic objective of increased
AUM diversification. The ratings could face downward pressure if
Moody's sees a sharp decline in fixed-income valuations coupled
with a reversal in investor demand for fixed income products given
the company's relatively large AUM concentration in fixed-income.

The following ratings were assigned with stable outlooks:

  Corporate family rating: Ba1

  $355 million 7-year senior secured term loan: Ba1

  $50 million revolving credit facility: Ba1

The principal methodology used in rating Clipper Acquisitions
Corp. was the Moody's Global Rating Methodology for Asset
Management Firms Industry Methodology published in October 2007.

The TCW Group, Inc. is a private independent employee controlled
investment manager. Founded in 1971 and based in Los Angeles, The
TCW Group, Inc. is an asset management firm offering U.S.
equities, fixed income, international and alternative strategies
with approximately $135 billion in assets under management as of
September 30, 2012.


CLIPPER INDUSTRIES: S&P Assigns Prelim. 'BB+' Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
counterparty credit rating on Clipper Acquisitions Corp. The
outlook is stable. "At the same time, we assigned our preliminary
'BB+' issue-level rating on the company's proposed $355 million,
seven-year senior secured term loan to be issued to finance a
portion of the transaction. The ratings are subject to review upon
receipt of final information.," S&P said.

"Our preliminary ratings on Clipper are based on the company's
solid franchise, especially in U.S. fixed-income investment
management; good distribution capability; experienced management
team; and strong investment performance track record," said
Standard & Poor's credit analyst Sebnem Caglayan. "On Aug. 9, an
affiliate of The Carlyle Group, in partnership with TCW
management, signed a definitive agreement to create Clipper
Acquisitions, which will then acquire 100% of TCW Group Inc. In
our view, the increased management ownership and TCW's expected
access to the Carlyle platform upon the consummation of the
transaction are also rating strengths."

"However, several factors offset these strengths. "TCW has a
significant proportion of its AUM in fixed-income securities; on-
balance-sheet liquidity, on a pro forma basis, is weak; and the
expected debt leverage, at 2.9x, is in line with speculative-grade
ratings," said Ms. Caglayan. "TCW's litigation history--including
considerable sums paid for litigation expenses related to the
departure of its fixed-income manager in late 2009--and the
negative tangible equity when the transaction closes are also
negative rating considerations."

"The stable outlook reflects our expectation that upon the
consummation of the Carlyle transaction, the company will modestly
increase AUM over the next 12-18 months to generate an EBITDA
margin of 27%-30%, debt leverage of 2.9x, and interest coverage of
6.9x," S&P said.

"We could lower the ratings if the company takes on more debt than
the assumed $355 million to fund the transaction, fails to replace
the declining AUM and fees from EIG and the Crescent JV
relationship with new AUM, or experiences significant net asset
outflows, which ultimately hinder its operating performance such
that debt leverage increases to more than 3.5x and interest
coverage falls to less than 5.0x," S&P said.

"We could raise the ratings if TCW increases its AUM
substantially, is able to diversify its business mix, and improves
its financial profile, including its debt leverage and interest
coverage metrics (less than 2.3x and more than 8.2x on a sustained
basis), on-balance-sheet liquidity, and tangible equity," S&P
said.


COMMONWEALTH GROUP: Wants Access to PNC Bank Cash Collateral
------------------------------------------------------------
Commonwealth Group-Mocksville Partners, LP, asks the Bankruptcy
Court for authority to use cash collateral for the payment of its
operating expenses in accordance with a budget.

Prior to the Petition Date, Mocksville Partners issued to National
City Bank of Kentucky a Promissory Note, dated Sept. 9, 2004, for
$6,630,138, and a second Promissory Note, also dated Sept. 9,
2004, for $5,100,000.  To secure payment of the obligations owing
to National City Bank, Mocksville Partners granted its Deed of
Trust and Security Agreement encumbering real property in Davie
County, North Carolina, and fixtures and personal property.  The
Notes are held by PNC Bank.

As of Oct. 25, 2012, the total debt owing by Mocksville Partners
to PNC Bank on the Development Note was $2,493,724.13, including
interest, and the amount owing on the Construction Loan Note was
$4,597,292.61, including interest.

In an effort to achieve successful reorganization, Mocksville
Partners must be permitted to use cash collateral in its ordinary
business operations.  Mocksville Partners currently has no present
alternative borrowing source from which it could secure additional
funding to operate its business.

Mocksville Partners requires the use of cash collateral for the
payment of certain operating expenses as set forth on the Budget.
Mocksville Partners believes the expenses listed on the Budget are
reasonable and necessary business expenses which must be paid in
order to continue the Debtor's business.

In an effort to adequately protect the interests of PNC Bank in
the Prepetition Collateral for its use of cash collateral as
requested in this Motion, Mocksville Partners is offering to
provide PNC Bank with replacement liens in and to all property of
the estate of the kind presently securing the indebtedness owing
to PNC Bank to the extent PNC Bank's liens against and security
interests in the Prepetition Collateral are enforceable and
perfected.

In the event the Court does not authorize Mocksville Partners' use
of cash collateral, Mocksville Partners said it would be unable to
continue its business operations and propose a plan of
reorganization as contemplated by the Bankruptcy Code.  Without
the use of cash collateral, Mocksville Partners will be seriously
and irreparably harmed, resulting in significant losses to the
Debtor's estate and its creditors.

The hearing on the cash collateral motion is scheduled for
Dec. 10, 2012, at 1:30 P.M.

PNC Bank has objected to the cash collateral motion.  The Bank
said that, should the Motion be granted, the Debtor's use of any
funds should be conditioned on providing adequate protection for
the Lender's interest in its Collateral and limited its use to
that needed in for direct preservation of the Property on an
immediate basis.

PNC Bank is represented by:

         Nelwyn W. Inman, Esq.
         David J. Holesinger, Esq.
         BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC
         1800 Republic Centre, 633 Chestnut Street
         Chattanooga, TN 37450
         Tel: (423) 752-4405
         Fax: (423) 752-9587
         E-mail: ninman@bakerdonelson.com
                 dholesinger@bakerdonelson.com

          About Commonwealth Group - Mocksville Partners

Commonwealth Group-Mocksville Partners, LP, owns a retail center
and adjacent undeveloped land in Davie County, North Carolina.
Mocksville Partners filed a bare-bones Chapter 11 petition (Bankr.
E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012, in Knoxville,
Tennessee.  The Debtor's principal assets are located at Cooper
Creek Drive, in Mocksville, North Carolina.  Judge Richard Stair
Jr. presides over the case.  Maurice K. Guinn, Esq., at Gentry,
Tipton & McLemore P.C., serves as counsel.  The Debtor estimated
assets and debts of $10 million to $50 million.  The formal
schedules of assets and liabilities are due Nov. 8, 2012.  The
petition was signed by Milton Turner, chief manager and general
partner.


CREDI INTERNATIONAL: Case Summary & 8 Unsecured Creditors
---------------------------------------------------------
Debtor: Credi International Corp.
        dba Abanico Credi Inc.
        P.O. Box 9157
        San Juan, PR 00908-0157

Bankruptcy Case No.: 12-09582

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Enrique M. Almeida Bernal, Esq.
                  ALMEIDA & DAVILA, P.S.C.
                  P.O. Box 191757
                  San Juan, PR 00919-1757
                  Tel: (787) 722-2500
                  Fax: (787) 722-2227
                  E-mail: ealmeida@almeidadavila.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/prb12-09582.pdf

The petition was signed by Carlos Virelles De Armas, president.


CUI GLOBAL: James Besser Discloses 6.1% Equity Stake
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Manchester Management Company, LLC, and James E.
Besser disclosed that, as of Nov. 28, 2012, they beneficially own
664,154 shares of common stock of CUI Global, Inc., representing
6.1% of the shares outstanding.  A copy of the filing is available
for free at http://is.gd/Fg1f26

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.

The Company's balance sheet at Sept. 30, 2012, showed
$36.61 million in total assets, $11.79 million in total
liabilities and $24.82 million in total stockholders' equity.


DIAMONDBACK CAPITAL: Volume of Redemptions Prompts Wind-Down
------------------------------------------------------------
The Wall Street Journal's Chad Bray reports that hedge fund
Diamondback Capital Management LLC told investors Thursday that it
plans to close and wind down its funds after receiving redemptions
requests totaling more than a quarter of its assets.  The report
relates that in a letter to investors Thursday, the Stamford,
Conn., hedge fund's founders Richard Schimel and Larry Sapanski
said they received redemption requests for Dec. 31 of about $520
million, or 26% of its assets under management.  As a result, the
fund would be left with about $1.45 billion in assets under
management.

"Rather than continue to manage investor capital while undertaking
to restructure the firm to manage this reduced level of assets, we
have decided that the most prudent course is to wind down and
terminate the funds and return investor capital," Messrs. Schimel
and Sapanski said in the letter.

In its letter on Thursday, Diamondback said that the Dec. 31
redemptions have been suspended, and investors will receive pro
rata distributions as the funds' assets are reduced to cash, a
process the fund has already begun. The redemption deadline for
Diamondback was Nov. 15.
"We anticipate that the majority of investor capital will be
returned during January," said Messrs. Schimel and Sapanski, who
formerly worked for Steven A. Cohen's SAC Capital Advisers,
according to the report.

According to WSJ, the announcement of the wind down comes as
former Diamondback portfolio manager Todd Newman is on trial for
alleged insider trading in technology stocks.  Mr. Newman has
denied wrongdoing.

The report says Diamondback itself avoided criminal charges in a
broad crackdown on insider trading by federal prosecutors and
entered into a non-prosecution agreement with the government. The
firm agreed to pay $9 million in disgorgement and penalties.

The report notes the fund is down from its peak of $6 billion in
assets under management in 2010.


DIGITAL REALTY: Fitch Affirms 'BB+' Preferred Stock Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Digital Realty
Trust, Inc. (NYSE: DLR) and its operating partnership, Digital
Realty Trust, L.P. (collectively, Digital Realty) as follows:
Digital Realty Trust, Inc.

  -- Issuer Default Rating (IDR) at 'BBB';
  -- $453.4 million redeemable preferred stock at 'BB+';
  -- $123.3 million convertible preferred stock at 'BB+'.

Digital Realty Trust, L.P.

  -- IDR at 'BBB';
  -- $1.8 billion unsecured revolving credit facility at 'BBB';
  -- $750 million senior unsecured term loan at 'BBB';
  -- $1.7 billion senior unsecured notes at 'BBB';
  -- $266.4 million senior unsecured exchangeable notes at 'BBB'.

The Rating Outlook is Stable.

The affirmation of Digital Realty's IDR at 'BBB' reflects that
broader institutional lender acceptance of datacenters as a niche
property type has remained gradual, despite the company's strong
credit metrics for the rating and a deep bench in terms of real
estate and technology management.  Digital Realty's credit
strengths include a granular tenant roster that insulates the
company against obsolescence risk, a geographically diverse
portfolio in strategically important markets and a fixed-charge
coverage ratio that Fitch anticipates will remain strong for the
'BBB' rating.  DLR also has a good liquidity position and strong
access to capital.  Leverage is consistent with the 'BBB' rating,
though Fitch expects leverage to rise as the company continues to
incur debt to fund acquisitions and development.

The secured debt market for datacenters is not as deep as that for
other property types, weakening the contingent liquidity provided
by an unencumbered asset pool.  The inclusion of datacenter loans
in select recent CMBS transactions indicates progress towards
commercial property lenders' comfort with the asset class.  That
being the case, Digital Realty is committed to an unsecured
funding profile and is less reliant on the secured debt markets to
fund its business, predicated on the company's ability to access
the unsecured bond, preferred stock and common stock markets on
attractive terms.  Its unencumbered assets (unencumbered NOI
divided by a stressed capitalization rate of 10%) covered
unsecured debt by 2.3x as of Sept. 30, 2012, which is adequate for
the current rating.

Digital Realty's properties span 32 markets across 10 countries
and four continents, enabling economies of scale and facilitating
the offering of Turn-Key Flex, Powered Base Building, or
colocation space to both global and local customers.  Top markets
as of Sept. 30, 2012 were London (12.5% of rent), Silicon Valley
(10.8%), Dallas (10.6%), Northern Virginia (9.3%) and New York
(8.8%) as the company continues to focus on high barrier to entry
markets with demand among colocation providers, corporate users
and network/telecom companies.

The company continues its expansion globally as evidenced by the
July 2012 acquisition of the three-property Sentrum portfolio in
the greater London area for GBP 715.9 million and push into
Singapore, Hong Kong and Australia.  The company has the real
estate and technical acumen to pursue such growth while
maintaining credit metrics consistent with an investment grade
rating.

Tenant concentration continues to decline, which Fitch views
favorably and which differentiates DLR from its major competitors,
CoreSite Realty Corporation, DuPont Fabros Technology, Inc. and
Global Switch Holdings Ltd. (Fitch IDR of 'BBB' with a Stable
Rating Outlook).  DLR's top tenants as of Sept. 30, 2012 were
CenturyLink, Inc. (IDR of 'BBB-' with a Stable Rating Outlook) at
9.5% of rent, Softlayer Technologies, Inc. at 3.8%, TelX Group,
Inc. at 3.5%, Equinix Operating Company, Inc. at 3.4% and Facebook
at 3.3%.

Fitch expects fixed-charge coverage to remain strong for the 'BBB'
rating due to favorable leasing trends, funding costs and a
staggered lease expiration schedule.  Same-property NOI growth
averaged 9.1% over the past nine quarters and was positive
throughout the 2008-2009 financial crisis, driven principally by
positive leasing spreads.  Fitch expects same-property NOI growth
to remain in the mid-to-high single digit range over the next two
years.  Portfolio occupancy has been stable in the 94% to 95%
range and was 94.2% as of Sept. 30, 2012.

The weighted average remaining lease term for the portfolio is
approximately seven years, providing cash flow stability absent
tenant bankruptcies -- technological obsolescence-related or
otherwise.  As of Sept. 30, 2012, lease expirations are laddered,
with 2.4% of rent expiring in the fourth quarter of 2012 (4Q'12)
followed by 5.9% in 2013 and 10.6% in 2014.  Fitch anticipates
that lease rollovers will continue to be positive due to high
replacement costs that deter tenants from vacating and growth in
data from devices such as tablets and from cloud-based services.

Coverage was 2.8x for the trailing 12 months (TTM) ended Sept. 30,
2012, compared with 2.7x in 2011 and 2.4x in 2010.  Organic growth
and development-driven EBITDA led to improvements in coverage.
Fitch defines fixed-charge coverage as recurring operating EBITDA
less recurring capital expenditures less straight-line rent
adjustments divided by total interest incurred and preferred stock
dividends.

Under Fitch's base case, coverage would remain in the high 2x to
low 3x range over the next 12-to-24 months, positively impacted by
expected high single-digit same-store NOI growth and EBITDA from
development, offset by increased fixed charges as the company
continues to access the unsecured bond market and preferred stock
market to fund acquisitions and development.  Coverage sustaining
above 3.0x would be strong for a 'BBB' rating.

In a stress case not anticipated by Fitch in which the company
experiences tenant bankruptcies leading to low single digit same-
store NOI declines, coverage would decline to 2.5x, which would
remain adequate for a 'BBB' rating.

DLR has a good liquidity position. Liquidity coverage assuming no
additional capital raising, calculated as liquidity sources
divided by uses, is 1.3x for the period from Oct. 1, 2012 to Dec.
31, 2014.  Sources of liquidity include unrestricted cash,
availability under the company's global unsecured credit facility,
and projected retained cash flows from operating activities after
dividends and distributions.  Uses of liquidity include debt
maturities and projected recurring capital expenditures and
development costs.  Assuming 80% of the company's secured debt is
refinanced with new secured debt -- a scenario not likely as the
company continues to unencumber the portfolio with corporate
liquidity sources -- liquidity coverage would be 1.8x.

The company continues to demonstrate strong access to multiple
sources of capital on favorable terms, and Fitch expects the
company will continue to have good access to the capital markets.
In September 2012, Digital Realty Trust, L.P. issued $300 million
3.625% senior unsecured notes due 2022 at a spread of 200 basis
points over the benchmark rate and priced to yield 3.784%.  In
August 2012, the company expanded its global revolving credit
facility to $1.8 billion from $1.5 billion pursuant to the
accordion feature under the facility.  Other recent transactions
include the issuance of $830.9 million of follow-on common equity
to fund a portion of the Sentrum acquisition in July 2012, the
issuance of $175 million 6.625% series F preferred stock in April
2012 and the closing of a $750 million senior unsecured
multicurrency term loan also in April 2012.

Leverage is consistent with the 'BBB' rating, with net debt as of
Sept. 30, 2012 to latest 12 months (LTM) annualized recurring
operating EBITDA at 5.6x compared with 4.7x as of Dec. 31, 2011
and 5.5x as of Dec. 31, 2010.  The incurrence of debt to fund a
portion of acquisitions and development contributed towards the
recent increase in leverage.

Fitch anticipates that the company will continue to manage to
leverage in the low-to-mid 5x range, which is appropriate for a
'BBB' rating.  In a stress case not anticipated by Fitch in which
the company experiences tenant bankruptcies leading to low single
digit same-store NOI declines, leverage could sustain above 6.0x,
which would be more consistent with a 'BBB-' rating.

The Stable Outlook reflects Fitch's projection that fixed charge
coverage will remain in the high 2x to low 3x range, that leverage
will remain in the low-to-mid 5x range, and that the company will
continue its gradual tenant and asset diversification via
acquisitions and development.

The two-notch differential between Digital Realty's IDR and its
preferred stock rating is consistent with Fitch's criteria for
corporate entities with an IDR of 'BBB'.  Based on Fitch's
criteria report, 'Treatment and Notching of Hybrids in
Nonfinancial Corporate and REIT Credit Analysis,' dated Dec. 15,
2011, the company's preferred stock is deeply subordinated and has
loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

The following factors may have a positive impact on Digital
Realty's ratings and/or Outlook:

  -- Increased mortgage lending activity in the datacenter
     sector;
  -- Fitch's expectation of fixed-charge coverage sustaining above
     3.0x (fixed charge coverage was 2.8x for the TTM ended Sept.
     30, 2012);
  -- Fitch's expectation of net debt to recurring operating EBITDA
     sustaining below 4.5x (leverage was 5.6x for the TTM ended
     Sept. 30, 2012).

The following factors may have a negative impact on Digital
Realty's ratings and/or Outlook:

  -- Fitch's expectation of fixed charge coverage sustaining below
     2.5x;
  -- Fitch's expectation of leverage sustaining above 6.0x;
  -- Base case liquidity coverage sustaining below 1.0x.


DISCOVERY TOURS: Files Bankruptcy; Owes Creditors At Least $1MM
---------------------------------------------------------------
Connie Thompson at komonews.com reports that Discovery Tours,
which specializes in organizing day trips and vacation tours,
filed for Chapter 11 bankruptcy on Nov. 27, 2012, claiming it owes
creditors at least $1 million.

The report notes the Company is asking customer support as it
tries to regroup from financial problems.

According to the report, Better Business Bureau said complaints
against the company started increasing back in late 2010.
Customers claim their trips were canceled without notice and they
had problems getting refunds.

The report relates Discovery Tours raised the issue of possible
embezzlement by an employee which resulted in the bankruptcy
filing.  Owner and CEO Melody Miranda indicated people owed money
will be included in the reorganization plan.


EASTMAN KODAK: Receives $500 Million Bid for Patents
----------------------------------------------------
The Wall Street Journal's Dana Mattioli and Mike Spector report
that people familiar with the matter said a consortium of bidders
has offered Eastman Kodak Co. more than $500 million for a trove
of digital patents.  While the people said a deal for the patents
hadn't yet been reached, the bid puts Kodak a step closer to
financing that could help it exit bankruptcy court.

The sources told WSJ the exact membership of the consortium of
bidders, which includes Silicon Valley technology companies and
firms that specialize in buying up patents, couldn't immediately
be confirmed.  The sources said the bid was submitted in recent
weeks.

In November, Kodak struck an agreement with creditors for $830
million in loans, which are premised on the condition that Kodak
sells the patents for at least $500 million.  According to WSJ, a
deal -- which Kodak has code named Komodo, according to bankruptcy
court documents -- needs to close early next year for Kodak to get
the much needed cash.

WSJ says a Kodak spokesman declined to comment, citing court-
ordered confidentiality terms on the auction.

Kodak attempted to sell a portfolio of patents in an auction in
August this year.  Two competing groups looked at the assets, and
bids came in below $250 million, people familiar with the matter
have said, WSJ recounts.  Soon after, bidders collapsed into one
group that is expected to eventually buy the patents.

                         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.


EASTMAN KODAK: Taps Nixon Peabody as Special Counsel
----------------------------------------------------
BankruptcyData.com reports that Eastman Kodak filed with the U.S.
Bankruptcy Court a motion to retain Nixon Peabody (Contact:
Deborah J. McLean) as special counsel.  The hourly rates of Nixon
Peabody were filed under seal.

According to the filing, "Nixon Peabody's hourly rates have been
redacted to preserve the confidentiality of commercially sensitive
information. Unredacted versions of the Application have been
provided to Chambers, the U.S. Trustee, counsel to the Creditors'
Committee, counsel to the Ad Hoc Committee of Second Lien
Noteholders and the Fee Examiner, Richard Stern, Esq."

                      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.


EASTMAN KODAK: Dec. 14 Hearing on $830-Mil. Financing
-----------------------------------------------------
BankruptcyData.com reports that Eastman Kodak Company filed with
the U.S. Bankruptcy Court an amended motion to obtain $830 million
D.I.P. financing from ten institutional lenders comprising the
steering committee for the ad hoc committee of second lien
noteholders. The financing would replace the November 2012 $793
million facility from Centerbridge Partners, GSO Capital Partners,
UBS and JPMorgan Chase, which consists of $455 million in fully
committed new money loans and up to $375 million in roll-up loans
issued in dollar-for-dollar exchange for pre-petition second lien
notes.

Eastman Kodak Company explains, "The Debtors estimate the Improved
Proposed Financing will save over $35 million in fees and interest
compared to the Original Proposal over the remainder of these
chapter 11 cases, with additional savings to be realized after
emergence. Significantly, the Improved Proposed Financing also
permits pro rata participation in the Second Lien Roll-Up. . .by
all Second Lien Noteholders who elect to participate in the
Improved Proposed Financing -- important to the Debtors and all
Second Lien Noteholders -- at a much lower cost than the Original
Proposal."

The first lien first out loans will bear interest at a rate of L+
9.5% annually, and the first lien last out loans will bear
interest at the rate of L+ 11.0% annually. Both loans are subject
to Libor floors of 100 bps. The rolled-up loans will bear interest
at a rate equal to applicable non default rate on the pre-petition
second lien notes that are subject to the roll up.

The Court scheduled a Dec. 14, 2012 hearing on the matter.

                         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.


ELPIDA MEMORY: Patent Deal Foes Seek to Ax Reorganization Plan
--------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that the foreign
representatives of Elpida Memory Inc. pushed back against an
objection by the steering committee of a group of bondholders over
proposed patent transactions, saying the committee is probably
trying to derail Elpida's reorganization plan.

Lance Duroni at Bankruptcy Law360 reports that Elpida Memory's
U.S. bondholders argued in Delaware bankruptcy court Wednesday
that two patent deals proposed by the Japanese chipmaker are
designed primarily to aid Micron Technology Inc.'s $2.5 billion
bid for the company and should not be approved.

                        About Elpida Memory

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

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

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


ENERGY FUTURE: Moody's Affirms 'Caa3' CFR; Outlook Developing
-------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Energy
Future Holdings Corp. (EFH), its intermediate subsidiary holding
company, Energy Future Intermediate Holding Company LLC (EFIH) and
its 80% owned transmission and distribution utility, Oncor
Electric Delivery Company LLC (Oncor) to developing from negative.
In addition, Moody's affirmed EFH's Caa3 Corporate Family Rating
(CFR) and Probability of Default Rating (PDR). The ratings for
Energy Future Competitive Holdings Company (EFCH) and Texas
Competitive Electric Holdings Company LLC (TCEH) are affirmed, and
the outlook for TCEH remains negative.

Moody's views EFH's recently announced debt exchange offer as a
distressed exchange. For now, EFH's Caa3 PDR will prevail, and the
rating agency will assign an /LD modifier to the PDR but will
remove the modifier several days after the transaction is
completed. At that time, EFH's PDR will be repositioned to reflect
the limited default that will have occurred and to consider
Moody's views that future restructuring activity is likely to
continue.

The change in the EFH, EFIH and Oncor rating outlooks to
developing from negative reflects the expected liquidity benefits
associated with the debt exchange as well as the increased credit
separateness that continues to be implemented between EFH and its
financially distressed subsidiaries, EFCH and TCEH.

"Our views regarding credit separateness are evolving," said Jim
Hempstead, Senior Vice President "and we now believe that the
probability of a default occurring simultaneously across the EFH
family, excluding Oncor, is diverging. We think a default is
highly likely to occur within the next 12 months for EFCH and
TCEH, but is increasingly unlikely to occur at EFH and EFIH."

Rating Rationale

In order to more accurately reflect the differentiation of default
probabilities and to capture the liquidity benefits associated
with the debt exchange, Moody's is considering withdrawing the CFR
at EFH and reassigning separate CFR's at both EFIH and EFCH. The
EFCH CFR will likely remain near the low-Caa/Ca-ratings category,
and its corporate family boundaries will include TCEH. A newly
assigned CFR for EFCH at the Caa/Ca rating category level will
likely trigger downgrades for EFCH and TCEH's debt instruments
across their capital structure.

EFCH's principal subsidiary, TCEH, is challenged by low natural
gas and power commodity prices, a weak heat rate outlook and low
volume expectations. Moody's believes a material restructuring is
likely to occur within the next 12 months, and significant
impairments will be experienced across their capital structure,
including TCEH's senior secured first lien and second lien credit
agreements and debt instruments.

EFCH's restructuring flexibility is modestly constrained by a
sizeable potential Internal Revenue Service (IRS) liability
associated with a recently disclosed $23 billion deferred
intercompany gain and excess loss account. Moody's believes it is
unlikely that any potential restructuring activity would trigger
the realization of this potential liability, but a lingering
overhang risk of IRS audits and investigations has risen, and will
be incorporated into any newly assigned CFR.

The EFIH corporate family boundaries will likely include Oncor,
despite its ring fence type provisions. In addition, the EFIH CFR
will likely incorporate an adjustment to include any remaining
debt instruments existing at EFH, which Moody's estimates to be
approximately $750 million, pro-forma the debt exchange
transaction. Under this scenario, EFIH's CFR could be assigned in
the Ba ratings category, and is unlikely to be assigned at a
rating below the B ratings category. As a result, the debt
instruments at EFIH and EFH would likely be upgraded by several
notches and Oncor's Baa2 senior secured rating is unlikely to be
negatively affected.

"Oncor's credit profile continues to exhibit strong investment
grade characteristics," Mr. Hempstead added "and although the
utility will inevitably feel a strain of indirectly supporting its
parent company's debt obligations through its upstream dividend
and tax sharing arrangements, we increasingly believe the
integrity of its ring fence type provisions will not be tested as
a direct result of a restructuring of TCEH."

The ratings for EFH, EFIH and Oncor could be upgraded upon the
completion of the debt exchange transaction; repayment of EFH's
approximately $680 million note payable to TCEH expected in
January 2013; additional EFH restructuring activity which is
likely to result in additional debt being transferred directly to
EFIH, whereby EFH could eventually become debt free; a
recapitalization of EFH and EFIH; and/or upon gaining additional
clarity with respect to a restructuring at EFCH and TCEH.

The ratings for EFH, EFIH and Oncor could be downgraded if any
EFCH and TCEH restructuring activities were to result in material
contagion risk for EFH and EFIH. Moody's views regarding this
contagion risk have shifted to the point where Moody's is now
separating the EFIH and EFCH subsidiaries within the EFH family.
If contagion risk were to penetrate into the EFH holding company
structure, along with EFIH, negative rating actions could result
at Oncor, despite its ring fence type provisions.

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009, Regulated Electric
and Gas Utilities published in August 2009, and Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in August 2009.


ENERGY FUTURE: Exchange Offer Cues Fitch to Downgrade Ratings
-------------------------------------------------------------
Fitch Ratings has deemed the recently concluded exchange offer to
exchange a portion of the LBO notes and legacy notes at Energy
Future Holdings Corp (EFH) for new 11.25%/12.25% senior toggle
notes due 2018 at Energy Future Intermediate Holding Company LLC
(EFIH) as a distressed debt exchange (DDE).  As a result, Fitch
has lowered the Issuer Default Rating (IDR) of EFH to 'Restricted
Default' (RD) from 'CC'.  Fitch has also lowered the IDRs of EFIH,
Energy Future Competitive Holdings Company (EFCH) and Texas
Competitive Electric Holdings Company LLC (TCEH) to 'RD' from
'CC'.  The rating for EFH's LBO notes, a portion of which are
subject to DDE, has been downgraded to 'CC/RR3' from 'CCC-/RR3'.
The rating for EFH's legacy notes, which are also subject to DDE,
is unchanged at 'C/RR6'.

On Dec. 5, 2012, EFIH announced that it will be issuing $1.145
billion of new 11.25%/12.25% senior toggle notes due 2018 in
exchange for $1.6 billion of EFH's debt as follows:

  -- $234 million of 5.55% series P senior notes due 2014;
  -- $510 million of 6.50% series Q senior notes due 2024;
  -- $453 million of 6.55% series R senior notes due 2034;
  -- $94 million of 10.875% senior notes due 2017;
  -- $313 million of 11.25%/12.00% senior toggle notes due 2017.

Fitch has deemed the debt exchange as DDE given the material
reduction (an average of 71%) in the principal amount for the
exchanges notes and change from a cash pay basis to pay-in-kind
(PIK).  The new notes carry a three-year PIK feature.  The
material reduction in terms for the exchanged notes is only
partially offset by increase in interest rates on the new notes
and a higher seniority in the capital structure for the legacy
notes.

Since the exchange offer has been completed under a privately
negotiated transaction with investors, Fitch has simultaneously
taken various rating actions based on the post-exchange capital
structure and the fundamental outlook for each of the entities.
Fitch has upgraded the IDRs of EFH and EFIH to 'CCC' from 'RD'.
Fitch has also upgraded the IDRs of TCEH and EFCH to 'C' from
'RD'. Fitch has upgraded the ratings of EFH's LBO notes to
'CCC+/RR3' and EFH's legacy notes to 'CC/RR6'.  Fitch has also
assigned a 'CCC+/RR3' rating to the new notes issued by EFIH
pursuant to the exchange offer, which rank pari passu to EFH's LBO
notes.  The ratings for Oncor Electric Delivery Company LLC
(Oncor) are unaffected by today's rating actions.

Fitch has delinked the ratings of TCEH and EFH/EFIH based on the
expectation that EFH will either make EFCH an unrestricted
subsidiary or remove the cross-default language from the LBO
notes' indenture in the near future, thereby, insulating
EFH/EFIH's credit profile from any potential restructuring at
TCEH.  The repayment of the inter-company loans (ICL) to TCEH
year-to-date, including the commitment to repay $680 million of
remaining ICLs in January 2013, reduces the financial ties between
the two entities significantly.  Fitch considers it highly
unlikely that EFH will provide any significant financial support
to TCEH going forward.  The just concluded exchange offer is
further viewed by Fitch as a step to affect liability management
at EFH/EFIH as a stand-alone entity.  As a result, Fitch believes
that the degree of linkage between EFH and TCEH is significantly
weaker than before and the IDRs are, therefore, being based on the
respective stand-alone credit profiles of the two entities.

The 'CCC' IDRs for EFH and EFIH reflect the highly leveraged
capital structure, sufficient but declining liquidity, and
currently constrained, but growing distributions and tax payments
from Oncor.  Fitch expects dividend distributions and corporate
tax payments as the only principal source of cash flows for
EFH/EFIH going forward.  Fitch expects EFH/EFIH's FFO to
consolidated debt to be in a 6%-7% range and FFO to interest ratio
to be 1.7x-1.8x over 2013-2018, which is indicative of a 'CCC'
IDR. Fitch's financial forecasts assume no tax implications for
EFH due to any potential restructuring activities at TCEH.

The just concluded exchange offer is marginally positive for
EFH/EFIH's credit profile given the $450 million debt reduction
and $360 million interest expense savings over three years (due to
the PIK feature) that benefits near-term liquidity.  Combined
liquidity at EFH/EFIH has been bolstered by $2.25 billion of first
and second lien debt issuances year-to-date, of which a
significant portion has been utilized or committed to repay the
ICLs to TCEH that stood at $1.6 billion at the end of 2011.  The
repayment of the demand note does not alter the overall leverage
at EFIH, since the inter-company notes were guaranteed by EFIH on
a senior unsecured basis, but the interest cost to EFIH did
increase materially as a result of the issuances.

Combined liquidity at EFH/EFIH stood at $1.48 billion as of Sept.
30, 2012, which does not reflect the $253 million first lien
issuance in October and includes the $680 million held in escrow
to repay the remaining ICLs to TCEH.  Looking forward, Fitch
expects combined liquidity to be affected by reduced upstream
dividend and cash tax payments from Oncor during 2012-2013 and
higher interest expense associated with the new debt issued by
EFIH year-to-date, partially offset by interest cost savings from
the recently concluded exchange offer.  Fitch expects liquidity to
be adequate until 2016 given EFIH has capacity to issue an
incremental $250 million in second lien debt based on current debt
incurrence restrictions.  Further liability management,
refinancing of the current high cost debt, and/ or equity infusion
will be needed to right size the capital structure and support
liquidity at EFH/EFIH, in Fitch's view.

The 'C' IDR for TCEH reflects Fitch's view that the current highly
leveraged capital structure is not sustainable.  Despite the
upward movement in the shorter-term natural gas prices and
declining reserve margins in Texas, Fitch believes it highly
unlikely that power prices will recover to levels required for
TCEH to reach cash breakeven.  TCEH's generation output continues
to suffer from partial economic back-down as natural gas power
plants displace coal units during certain off-peak periods.  While
TXU Energy has been able to somewhat stem customer defections and
sustain attractive margins year-to-date due to falling wholesale
prices, intensified competition and significant headroom between
TXU Energy's and competitive offers are likely to put pressure on
both margins and customer retention.

Liquidity at TCEH stood at $2.3 billion as of Sept. 30, 2012,
which consists of $309 million of cash and cash equivalents, $1.77
billion availability under its revolving facility and $265 million
availability under its letter of credit facility.  The cash
balances as of Sept. 30, 2012 do not include the $680 million held
in escrow to settle demand notes payable by EFH but include $750
million in cash collateral received from counterparties for
commodity hedging and trading transactions.  Fitch forecasts the
free cash flow deficit in 2013 to significantly deplete TCEH's
current available liquidity and with the expiration of $645
million unextended portion of the revolving credit facility in
October 2013, liquidity runs out in late 2013/early 2014
timeframe.

TCEH's near-term debt maturities are significant including the
$3,851 million unextended portion of term loans and deposit letter
of credit (LOC) loans in October 2014 and the $4,875 million of
cash pay/PIK toggle notes in 2015/2016 (which excludes
approximately $363 million of notes held by EFH and EFIH).  The
debt maturity schedule could be exacerbated by the springing
maturity provision for the extended portions of the term loans and
deposit LOC loans if the requisite conditions are not met.  Fitch
considers a material restructuring of TCEH's capital structure
highly likely over the next 12 months.

Recovery Analysis

The individual security ratings at TCEH and EFH/EFIH are notched
above or below the IDR, as a result of the relative recovery
prospects in a hypothetical default scenario.

Fitch's assessment of the collateral valuation at EFH/ EFIH
continues to depend solely on the value of Oncor Electric Delivery
Holdings Company LLC's (Oncor Holdings) 80% ownership interest in
Oncor.  Fitch values Oncor Holdings' proportional interest in
Oncor at $7.5 billion by using an 8.5x EV/EBITDA multiple and
Oncor's expected 2014 EBITDA of $1.8 billion.  Fitch's recovery
analysis yields a 100% recovery for both the first lien and second
lien debt. As a result, Fitch has notched up the ratings for the
first and second lien debt by three notches to 'B/RR1'.  The
recoveries for all categories of debt instruments involved in the
just concluded exchange offer are approximately equal or higher
than the prior recoveries.  Fitch expects improved recoveries for
the remaining EFH's legacy notes driven by lower amount
outstanding and the cap on the second lien and unsecured debt
capacity at EFIH per the current debt incurrence restrictions.
EFH's remaining LBO notes benefit from a hard cap on the second
lien capacity at EFIH and lose only marginally in a revised
recovery analysis due to additional pari passu debt being issued
pursuant to the exchange offer.

For the recovery analysis for TCEH, Fitch values the power
generation assets at Luminant using a net present value (NPV)
analysis. Fitch uses the plant valuation provided by its third-
party power market consultant, Wood Mackenzie, as an input as well
as Fitch's own gas price deck and other assumptions.  The
generation asset NPVs vary significantly based on future gas price
assumptions and other variables, such as the discount rate and
heat rate forecasts in Electric Reliability Council of Texas
(ERCOT).

Fitch's valuation of Luminant's generation fleet at approximately
$13.5 billion reflects a value of approximately $1,700 per
kilowatt (kw) for the nuclear units, $700/kw for the older coal
fleet, $1,500/kw for the newer coal units and $600/kw for the
natural gas plants.  Fitch values TXU Energy at $2.5 billion using
an EV/EBITDA multiple of 5.0 times (x). For the purpose of the
recovery analysis, Fitch has assumed that the credit facilities
are fully drawn and the first-lien capacity is fully utilized.
Fitch has also assumed that the current balance of $680 million of
demand notes payable to TCEH by EFH has been paid in full.  Fitch
does note that natural gas prices are a key variable that drives
the valuation of TCEH's power generation assets. According to
Fitch's estimates, every $1/MMBtu move in natural gas prices can
drive approximately $450 million variance in TCEH's EBITDA beyond
2014.

The recovery analysis results in a 'CC/RR3' rating for TCEH's
first-lien bank facilities and first-lien senior secured notes.
The 'RR3' rating reflects a one-notch positive differential from
the 'C' IDR and indicates that Fitch estimates recovery of 51%-
70%.  The recovery waterfall yields no recovery for all debt
junior to the first lien as the first-lien debtholders are not
paid in full.

What Could Trigger a Rating Action:

Commodity Price Changes: Fitch considers it highly unlikely that
TCEH's IDR will be upgraded unless the commodity environment was
to significantly improve in TCEH's favor in a very short period of
time.  The debt instrument ratings for TCEH, however, could be
upgraded or downgraded depending upon Fitch's long-term view of
power prices in ERCOT, which forms a key assumption for TCEH's
recovery analysis.

Increased Retail Competition: Rising competitive intensity in the
retail markets in Texas could lower the value that Fitch ascribes
to TXU Energy, thereby, lowering the recovery values for TCEH's
senior secured first lien debt.

Change in Leverage at EFH/EFIH: A reduction in debt at EFH and
EFIH will be positive for the credit profile of the two entities.
Any reduction in leverage through liability management activities
will be evaluated by Fitch based on the terms of the transaction
and could lead to changes in the recovery analysis for the debt
instruments.

Lower Than Expected Cash Flows: A material shortfall in cash flows
at EFH/EFIH versus Fitch's current expectations due to factors
such as reduced dividend and/or corporate tax payments from Oncor,
federal tax obligations triggered by a potential restructuring at
TCEH or other reasons could lead to a downgrade in the ratings of
these two entities.

Change in Oncor's Valuation: Any change in Fitch's assessment of
valuation of Oncor due to reasons such as change in regulatory
environment, any restriction placed on upstream dividend
distribution, a changes in electric sales outlook etc. could lead
to a change in recovery ratings for EFH/EFIH's debt instruments.

Fitch has taken the following rating actions:

EFH

  -- IDR downgraded to 'RD' from 'CC' and simultaneously upgraded
     to 'CCC';
  -- Senior secured first lien debt upgraded to 'B/RR1' from
     'CCC+/RR1';
  -- Senior unsecured guaranteed notes downgraded to 'CC/RR3' from
     'CCC-/RR3' and simultaneously upgraded to 'CCC+/RR3';
  -- Senior unsecured non-guaranteed notes affirmed at 'C/RR6' as
     a result of DDE and simultaneously upgraded to 'CC/RR6'.

EFIH

  -- IDR downgraded to 'RD' from 'CC' and simultaneously upgraded
     to 'CCC';
  -- Senior secured first lien debt upgraded to 'B/RR1' from
     'CCC+/RR1';
  -- Senior secured second lien debt upgraded to 'B/RR1' from
     'CCC+/RR1';
  -- Senior toggle notes assigned a rating of 'CCC+/RR3'.

EFCH

  -- IDR downgraded to 'RD' from 'CC' and simultaneously upgraded
     to 'C';
  -- Senior unsecured notes affirmed at 'C/RR6'.

TCEH

  -- IDR downgraded to 'RD' from 'CC' and simultaneously upgraded
     to 'C';
  -- Senior secured first lien debt downgraded to 'CC/RR3' from
     'CCC-/RR3';
  -- Senior secured second lien debt affirmed at 'C/RR6';
  -- Senior unsecured notes affirmed at 'C/RR6';
  -- Unsecured pollution control bonds affirmed at 'C';
  -- Lease facility bonds downgraded to 'CC/RR3' from 'CCC/RR3'.


FARER FERSKO: Court Considers Proposed $1.2MM Settlement Deal
-------------------------------------------------------------
Ama Sarfo at Bankruptcy Law360 reports that a New Jersey
bankruptcy judge is considering a proposed $1.2 million settlement
to resolve a trustee's claims that lawyers from shuttered
environmental and real estate law firm Farer Fersko PA transferred
assets to a different firm instead of their bankruptcy estate.

Bankruptcy Law360 says bankruptcy trustee Benjamin Stanziale Jr.
will seek U.S. Bankruptcy Judge Rosemary Gambardella's approval
for the settlement, related to Greenbaum Rowe Smith & Davis LLP's
hiring of several Farer Fersko attorneys, in a hearing slated for
March.


FIRST PLACE: Taps FTI Consulting as Financial Advisor
-----------------------------------------------------
BankruptcyData.com reports that First Place Financial filed with
the U.S. Bankruptcy Court a motion to retain FTI Consulting
(Contact: Albert S. Conly) as financial advisor at these hourly
rates: senior managing director at $780 to $895, director/
managing director at $560 to $745, consultant/ senior consultant
$280 to $530 and administration/ paraprofessional $115 to $230.

                         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.


FLETCHER INT'L: Has Deal on Use of Credit Suisse Cash Collateral
----------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has approved a stipulation between
Fletcher International, Ltd., and Credit Suisse Securities (USA)
LLC and Credit Suisse Securities (Europe) Limited on the use of
cash collateral to fund the Debtor's business and the conduct and
administration of its Chapter 11 case.

Under the terms of stipulation:

     A. Credit Suisse will be authorized to setoff prepetition
        legal fees against, and to recover such amount from, the
        Debtor Funds.

     B. Credit Suisse will retain $400,000 of the Debtor Funds in
        the Brokerage Account as Post-Petition Holdback in order
        to secure the payment of any future Obligations.

     C. Credit Suisse is authorized to setoff against the Post-
        Petition Holdback all Post-Petition Legal Fees, as
        incurred.

     D. Credit Suisse will have a superpriority claim pursuant to
        section 507(b) of the Bankruptcy Code on account of future
        Obligations, capped at $4,500,000.

The cash collateral consists of the Debtor Funds in the amount of
$1,615,987 and the Helix A-1 Shares, which the Debtor values at
$8,231,325.

Credit Suisse will be permitted to setoff $195,673.38 against the
Debtor Funds on account of the pre-petition legal fees incurred in
connection with that certain Customer Agreement with Securities
USA.  The Customer Agreement establishes the terms and conditions
upon which Securities USA would open and maintain one or more
accounts for the Debtor for purposes of the Debtor transacting
business with Securities USA on behalf of itself and as agent for
any other Credit Suisse entity.

A complete text of the Debtor's motion for approval of stipulation
for the use of cash collateral of the Credit Suisse entities is
available at http://bankrupt.com/misc/fletcher.doc80.pdf

                   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.


FOCUS BRANDS: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Focus Brands Inc.'s ratings,
including its B2 corporate family and probability of default
ratings, following the company's announcement that it is seeking
to increase its first lien term loan due 2018 by $91 million and
the second lien term loan due 2018 by $50 million. The ratings
outlook remains negative.

Proceeds from the proposed term loan add-ons will be used to fund
an approximately $140 million distribution to shareholders. The
proposed transaction is contingent upon Focus Brands obtaining an
amendment to its term loans that will allow the additional
distribution and increase in debt levels.

Although the increase in debt and leverage resulting from the
proposed transaction is a credit negative, the affirmation
reflects Moody's expectation for significant leverage reduction
over the next twelve months driven by continued stable growth in
revenue and earnings and debt reduction from excess cash flow. Pro
forma for the transaction, Moody's estimates that lease-adjusted
debt/EBITDA will rise to around 7 times for the twelve month
period ended September 30, 2012, but should decline to near 6
times by the end of 2013.

Focus Brands ratings affirmed and LGD assessments revised:

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2

-- $15 million first lien revolver due 2017 at B1 (LGD 3, 33%)

-- $368 million (upsized from $277 million) first lien term loan
    due 2018 at B1 (LGD 3, 33%)

-- $165 million (upsized from $115 million) second lien term loan
    due 2018 at Caa1 (LGD 5, 87%)

Ratings Rationale

Focus Brands' B2 rating reflects the high debt load and weak
credit metrics stemming from its very aggressive financial policy.
The proposed debt-financed dividend reduces the company's
financial flexibility and comes on the heels of the $200 million
dividend transaction in February 2012. Also constraining the
ratings are Focus Brands' modest level of revenues and earnings
versus its peers, the limited tangible asset base driven by its
franchise-based business model, and limited product diversity
within each brand.

The rating is supported by Focus Brands' multi-branded restaurant
portfolio, the geographic diversity of its consolidated system,
good brand recognition of certain of its concepts, and the
relatively stable earnings stream due to its franchise-based
business model. Liquidity is good, supported by the expectation
for positive free cash flow and excess availability under its
proposed revolver. The company has demonstrated the ability to use
free cash flow to materially pay down debt, which is expected to
be the case going forward.

The ratings outlook is negative, reflecting the significant
increase in debt and leverage stemming from the transaction;
particularly in light of continued weak economic conditions.
Cushion to withstand short term fluctuations in operating
performance or additional debt will be limited over the very near
term.

Factors that could lead to a downgrade include a deterioration in
operating performance, particularly through declining system-wide
same store sales or sustained weak customer traffic, and an
inability to strengthen debt protection metrics. An erosion in
liquidity or any additional shareholder-friendly activities could
also lead to a ratings downgrade. Specific metrics include a
failure to reduce lease-adjusted Debt to EBITDA to near 6.0 times
within the next twelve months.

The ratings outlook could return to stable through continued
profitable growth and if the company reduces, and sustains, lease-
adjusted debt/EBITDA near 6.0 times while maintaining good
liquidity. A ratings upgrade is unlikely in the near term given
the high debt and leverage stemming from Focus Brands' aggressive
shareholder-friendly activities. To achieve an upgrade, the
company will need to demonstrate the willingness and ability to
sustain debt/EBITDA near 5.0 times.

The principal methodology used in rating Focus Brands was the
Global Restaurant 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.

Focus Brands Inc. owns, operates, and franchises, approximately
3,600 restaurants under the brand names Auntie Anne's, Carvel Ice
Cream, Cinnabon, Moe's Southwest Grill, Schlotzsky's and Seattle's
Best Coffee. Revenues exceeded $200 million for the latest twelve
months ended October 2012, with sales of the system (including
franchisees) of approximately $1.4 billion. Focus Brands has been
owned by an affiliate of Roark Capital Group (Roark) since 2001.


FOCUS CAPITAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Focus Capital, Inc.
        166 South River Road, Suite 235
        Bedford, NH 03110

Bankruptcy Case No.: 12-13683

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Peter N. Tamposi, Esq.
                  THE TAMPOSI LAW GROUP, P.C.
                  159 Main Street
                  Nashua, NH 03060
                  Tel: (603) 204-5513
                  E-mail: peter@thetamposilawgroup.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nhb12-13683.pdf

The petition was signed by Nicholas B. Rowe, president.


FUNDEX GAMES: Has $800,000 Purchase Offer From Poof-Slinky
----------------------------------------------------------
Dana Hunsinger Benbow at Indystar.com reports that Poof-Slinky has
offered to buy the assets of Fundex Games for $800,000.

According to the report, Poof-Slinky is the sole bidder for
Fundex.  If no other offers are made by Dec. 18 to buy Fundex,
Poof-Slinky will take over most of the company's assets, including
its name, trademarks, Internet address and phone numbers, said KC
Cohen, Fundex's bankruptcy attorney.

The report relates, if another offer is made, Mr. Cohen will have
an auction on Dec. 19 with all interested buyers.

Fundex Games Ltd., in Plainfield, Indiana, filed a petition for
Chapter 11 bankruptcy relief (Bankr. S.D. Ind. Case No. 12-10736)
on Sept. 7, 2012, disclosing $1.47 million in assets and
$8.88 million in liabilities. Fundex is represented in the case
by KC Cohen, Esq.


GARY BUSEY: Bankrupt Lethal Weapon Actor Owes $450,000 in Taxes
---------------------------------------------------------------
The Inquisitr's Todd Rigney, citing TMZ, reports that actor Gary
Busey is reportedly in massive debt after declaring bankruptcy.
Although the closure of his bankruptcy case wiped over $50,000
worth of damage from his debt, the Lethal Weapon star still owes
$450,000 in back taxes to the government.

The report notes Mr. Busey is allowed to keep $26,000 worth of
assets as a result of a bankruptcy deal.  Exactly $57,303.63 due
to institutions as banks, utility companies, and hospitals have
been wiped away.

The report, citing TV Guide, says Mr. Busey filed for Chapter 11
bankruptcy in February 2012.  At the time, the actor claimed he
had over $500,000 in debt and a little under $50,000 in assets.


GETTY PETROLEUM: Lukoil Denies Stripping Assets From Firm
---------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that Russian oil
giant OAO Lukoil Holdings has mounted a spirited defense against
accusations that it looted a U.S. gas station operation that later
landed in bankruptcy, denying, among other things, that it put up
$25 million to rid itself of the stripped-down remnants of Getty
Petroleum Marketing Inc.

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


HUMANA INC: Moody's Affirms '(P)Ba1' Subordinated Debt Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed Humana Inc.'s debt ratings
(senior debt at Baa3) and assigned a Baa3 senior unsecured debt
rating to the company's new $1 billion issuance of 10 year and 30
year notes. The proceeds from the debt will be used to fund the
recently announced acquisition of Metropolitan Health Networks,
Inc. (B1 stable) and for other general corporate purposes. The A3
insurance financial strength (IFS) rating of Humana's operating
subsidiaries, Humana Insurance Company (HIC) and Humana Medical
Plan, Inc. (HMP) were also affirmed. The outlook on all the
ratings is stable.

Ratings Rationale

Moody's said Humana's Baa3 senior unsecured debt rating and the A3
insurance financial strength ratings for Humana Insurance Company
(HIC) and Humana Medical Plan, Inc. (HMP), reflect the combination
of a historically consistent financial profile, highlighted by
solid capital adequacy with a consolidated risk based capital
(RBC) ratio in excess of 200% company action level (CAL), stable
earnings margins with net margins averaging 3.5% over the last
several years, and a moderate financial leverage ratio (24.4% as
of September 30, 2012), together with a significant market
position as a result of approximately 9 million medical members in
23 states and Puerto Rico.

However, the rating agency stated that the company's risk profile
is increased as a result of having a significant portion of its
earnings and revenue dependent on its Medicare Advantage (MA)
business. According to Moody's, Humana's MA business currently
accounts for approximately 64% of Humana's premiums and fees.
Moody's major concern with MA business is the change in government
reimbursement levels under the healthcare reform law; it is not
clear how current MA members will respond to the resulting benefit
and premium changes that will likely result from the reduced
reimbursement levels over the next several years. That said, the
rating agency noted that despite significant reimbursement
reductions in 2010 and 2011 and the implementation of healthcare
reform cuts in 2012, Humana and other Medicare Advantage carriers
have continued to show increased membership.

Humana announced on November 5, 2012 that it had entered into a
definitive agreement to acquire Metropolitan Health Networks, Inc.
and that it had acquired a non-controlling equity interest in MCCI
Holdings, L.L.C. (unrated). Both companies are medical service
organizations that provide and coordinate medical care for
Medicare and Medicaid beneficiaries. Humana will pay approximately
$850 million for Metropolitan (including the repayment of
Metropolitan's debt), while the terms of the MCCI transaction were
not disclosed. With the new debt issuance of $1 billion to fund
these acquisitions, the rating agency stated that Humana's
financial flexibility will be diminished; however, Humana
financial leverage ratio (debt to capital, where debt includes
operating leases) is expected to remain in line with rating
expectations of below 30%.

Moody's commented that while Humana has some experience with the
ownership and management of provider organizations, these
acquisitions carry a number of risks. In particular, the
integration of these health facilities into Humana's existing
operations and networks will present business challenges. Steve
Zaharuk, Moody's Senior Vice President stated; "In addition to
integration risks, the ownership of provider organizations carries
the perceived conflicts associated with being involved in all
aspects of a medical care transaction: approver, provider, and
payor."

"Offsetting these risks", Mr. Zaharuk added, "are the cost savings
that can come as a result of a closer alignment with the
physicians that are managing the care of Humana's Medicare
Advantage population, which could result in more stable and
predictable results." Ideally," he went on to say, "these cost
savings could also translate into a competitive pricing
advantage."

The rating agency stated that Humana's ratings could be upgraded
if EBITDA margins are sustained above 6%, if Humana's consolidated
risk-based capital (RBC) ratio is maintained at or above 200% of
company action level (CAL), if annual organic membership grows by
at least 3% balanced between commercial and Medicare Advantage
products, and if there is a more balanced distribution between
Medicare and Commercial premiums. However, if annual medical
membership declines by 25% or more, if adjusted financial leverage
increases above 40%, if Medicare Advantage premiums account for
over 70% of total premiums and fees, if there is a decrease in the
consolidated RBC ratio below 150% of CAL, or if there is a loss or
impairment of a major Medicare contract, Moody's said that the
ratings may be downgraded.

Moody's has affirmed the following ratings with a stable outlook:

  Humana Inc. -- senior unsecured debt at Baa3; provisional senior
  unsecured debt at (P)Baa3; provisional subordinated debt at
  (P)Ba1; provisional preferred stock at (P)Ba2.

  Humana Insurance Company -- insurance financial strength at A3;

  Humana Medical Plan, Inc. - insurance financial strength at A3.

Humana Inc., headquartered in Louisville, Kentucky, is a leading
health care company serving approximately 9 million medical
members (excluding 3 million Standalone PDP members) as of
September 30, 2012. For the first nine months of 2012, the company
reported total revenues of approximately $29.6 billion with
shareholders' equity as of September 30, 2012 of approximately
$8.7 billion.

The principal methodology used in rating Humana was Moody's Rating
Methodology for U.S. Health Insurance Companies published in May
2011.


JOHN BECK: Chapter 11 Is Sham to Avoid $113MM Fine, FTC Says
------------------------------------------------------------
Nathan Hale at Bankruptcy Law360 reports that the Federal Trade
Commission on Tuesday urged a federal court to dismiss a get-rich-
quick real estate business owner's Chapter 11 case, agreeing with
a U.S. trustee that the California man filed in bad faith to avoid
paying the agency $113 million in fines.  John Beck filed Chapter
11 petition (Bankr. N.D. Calif. Case No. 12-47882) on Sept. 24,
2012.


K.A.P. ENTERPRISES: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: K.A.P. Enterprises, L.L.C.
        2023 MacArthur Drive, Suite A
        Alexandria, LA 71303

Bankruptcy Case No.: 12-81464

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Alexandria)

Judge: Henley A. Hunter

Debtor's Counsel: Thomas R. Willson, Esq.
                  P.O. Drawer 1630
                  Alexandria, LA 71309-1630
                  Tel: (318) 442-8658
                  Fax: (318) 442-9637
                  E-mail: rocky@rockywillsonlaw.com

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

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

The petition was signed by Verhsa Patel Karsan, managing member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Reymond Meadaa, et al              Judgment in          $3,500,000
c/o Nancy Scott Degan              Investor Litigation
Attorney at Law
201 St. Charles Avenue, Suite 3600
New Orleans, LA 70170


KODIAK OIL: S&P Alters Outlook on 'B' CCR to Positive
-----------------------------------------------------
Moody's Investors Service downgraded Lone Pine Resources Inc.'s
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to Caa1 from B3. The Caa2 rating on Lone Pine's senior
unsecured notes was affirmed. The Speculative Grade Liquidity was
changed to SGL-4 from SGL-3 and the rating outlook was changed to
negative from stable.

Rating Rationale

"The Caa1 CFR and negative outlook reflect Lone Pine's strained
liquidity and sharply declining production and reserves," said
Terry Marshall, Moody's Senior Vice President. "Lone Pine's cash
flow cannot cover capital expenditures required to maintain
production, although there is underlying value and liquidity in
their two main assets: Narraway and Evi."

The SGL-4 Speculative Grade Liquidity rating reflects weak
liquidity. Pro-forma for the closing of the Wild River asset sale
in December 2012 with asset sales reducing revolver drawings,
Moody's expects that Lone Pine will have minimal cash and
approximately C$125 million available under its estimated C$275
million borrowing base revolver, which matures in March 2016. The
revolver's borrowing base could be subject to downward revision in
2013 as production and reserves decline. Moody's expects Lone Pine
to generate negative free cash flow of about US$30 million in
2013, which will be funded under the revolver. Moody's expects
Lone Pine to breach the one financial covenant under its revolver
(total debt to consolidated EBITDA of 4:1) in 2013, absent
renegotiation of this covenant. There are no debt maturities until
2017. Lone Pine may be able to generate liquidity from the sale of
all or part of one of its core assets - Narraway or Evi.

The US$200 million senior unsecured notes are rated one notch
below the Caa1 CFR due to the existence in the capital structure
of the prior-ranking borrowing base revolver.

The rating could be downgraded if liquidity weakens to the point
that Lone Pine appears unable to meet its funding obligations over
the next twelve to fifteen month period. The rating might be
upgraded if liquidity improves to the point that the company is
able to fund its cash obligations over an 18 to 24 month period ,
including the funding of sufficient capex to stabilize production.
Lone Pine would also need to produce about 10,000 barrels of oil
equivalent (boe) per day with an LFCR above 1x and retained cash
flow to debt above 20%.

Downgrades:

  Issuer: Lone Pine Resources Inc.

     Probability of Default Rating, Downgraded to Caa1 from B3

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

     Corporate Family Rating, Downgraded to Caa1 from B3

Upgrades:

  Issuer: Lone Pine Resources Canada Ltd.

    Senior Unsecured Regular Bond/Debenture, Upgraded to LGD5, 81%
    from LGD5, 83%

Outlook Actions:

  Issuer: Lone Pine Resources Canada Ltd.

    Outlook, Changed To Negative From Stable

  Issuer: Lone Pine Resources Inc.

    Outlook, Changed To Negative From Stable

Lone Pine is a Calgary, Alberta-based exploration and production
company with about 14,000 boe of daily production and proved
developed and total proved reserves of 367 million and 676 million
boe, respectively.

The principal methodology used in rating Lone Pine Resources Inc.
was the Global Independent Exploration and Production Industry
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.


LONG ISLAND HEALTH: Dispute Over Unpaid Taxes Goes to Trial
-----------------------------------------------------------
Senior District Judge I. Leo Glasser denied motions for summary
judgment in a lawsuit filed by Dvora Skoczylas to abate a trust
fund recovery penalty that the Internal Revenue Service assessed
against her pursuant to Sec. 6672 of the Internal Revenue Code of
1986, as amended, and to recover partial payments she made to
satisfy the penalty.  The government brought counterclaims against
both Ms. Skoczylas, at one point the 100% shareholder of Long
Island Health Associates Corp., and John Breen, its chief
operating officer, for full payment of assessed tax penalties with
interest.

Ms. Skoczylas argues she is not a "responsible person" under Sec.
6672(a) over LIHAC's failure to pay trust fund taxes.  Mr. Breen,
who was hired in 2001 as COO to "oversee the clinical operations
of the hospital" and ensure regulatory compliance, concedes he is
a "responsible person" under Sec. 6672(a) for most of the relevant
time period, but argues he is entitled to summary judgment because
"there is no evidence that he acted willfully in causing any LIHAC
payroll tax deficiency."

The Court denied Ms. Skoczylas' summary judgment motion; denied
the government's summary judgment motion against Ms. Skoczylas;
granted, in part, and denied, in part, Mr. Breen's summary
judgment motion; and granted in part, and denied, in part, the
government's motion against Mr. Breen.  A trial will be held on
the matter.

The case is, SKOCZYLAS, Plaintiff, v. UNITED STATES OF AMERICA,
Defendant and Counter-Claimant, v. BREEN, et al., Counter-
Defendants, No. 09 Civ. 2035 (E.D.N.Y.).  A copy of the Court's
Dec. 3, 2012 Memorandum and Order is available at
http://is.gd/pjF1c6from Leagle.com.

Long Island Health Associates Corp. was formed in 1996 with two
shareholders, Dr. Irwin Mansdorf and Dr. Tali Skoczylas to acquire
Hempstead General Hospital out of bankruptcy.  Shortly thereafter,
Dr. Skoczylas transferred his 50% stake in LIHAC to his wife,
Dvora Skoczylas, for no consideration.  In July 2000, Dr. Mansdorf
transferred his shares of LIHAC to Dvora for no consideration
because he was leaving the country, making Dvora the 100%
shareholder effective Nov. 2, 2000.

In 1999, LIHAC completed its acquisition of HGH and changed the
hospital's name to Island Medical Center.  On Oct. 3, 2000, LIHAC
filed a voluntary Chapter 11 bankruptcy petition.  As LIHAC's
finances continued to deteriorate, IMC ceased operations on July
24, 2003, and LIHAC's Chapter 11 bankruptcy was converted to a
Chapter 7 bankruptcy on Dec. 2, 2003.


MARY HOLDER: JPMorgan Dispute Over $65K in Funds Goes to Trial
--------------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan denied JP Morgan Chase Bank,
N.A.'s request for summary judgment establishing its security
interest in the amount of $65,076 in Mary Holder Agency, Inc.'s
collateral, including accounts and proceeds.  The Court also
denied the Chapter 7 Trustee's cross motion for summary judgment
in her favor and for an order establishing that the funds at issue
are property of the bankruptcy estate and, thus, not subject to
the bank's lien.

A copy of the Court's Dec. 3, 2012 Memorandum Decision is
available at http://is.gd/zv06ccfrom Leagle.com.

Kimberly Pelky Sdeo, Esq., at Maselli Warren, P.C., in Princeton,
represents JPMorgan Chase Bank, N.A.

Mary Holder Agency Inc. filed for Chapter 11 (Bankr. D.N.J. Case
No. 11-34280) on Aug. 15, 2011, estimating under $1 million in
assets and debts.  On Dec. 8, 2011, the Court entered an order to
convert the case to a proceeding under Chapter 7.  Andria Dobin
was appointed Chapter 7 trustee.  Graig P. Corveleyn, Esq., at
Sterns & Weinroth, in Trenton, represents the Chapter 7 Trustee.


MF GLOBAL: 200 Securities Customer Claims Remain Uncompleted
------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that the trustee liquidating MF Global Inc.
brokerage said only 200 of more than 28,000 commodities and
securities customer claims filed haven't been completed in the
past six months.

According to the report, James W. Giddens has paid U.S. and
foreign customers almost $4.9 billion since the firm failed about
13 months ago, and has $1.2 billion in hand, out of $1.4 billion
in remaining assets, according to data through Oct. 31 included in
the report.  Most of the money in hand must be kept in reserves
because of the fights with affiliates and customers, Mr. Giddens
said.

The report relates that commodity customers shouldn't expect to
get paid in full, unless Mr. Giddens wins the key legal battles,
he said.  A U.K. trial over his $911 million in client claims
against the London-based unit is set for April.

The report discloses that Mr. Giddens, who also is liquidating the
Lehman Brothers Inc. brokerage, lost a bid to claim $463 million
in collateral from MF Global's U.K. unit.  The lawyer expects to
sue insurers to try to recover $141 million in wheat futures
losses by a trader in 2008, unless they agree to pay, he said.

He also has joined a lawsuit against executives including former
New Jersey Governor Jon Corzine, who headed the parent company,
and continues to negotiate to recover more money from JPMorgan
Chase & Co., Mr. Giddens said.

The allowed 26,610 commodities customer claims have a total value
of about $6.7 billion, according to the report.  U.S. customers
with allowed claims have about 80% of their assets, while those
with foreign futures accounts have received only 5%, the trustee
said.

The brokerage case is Securities Investor Protection Corp. v. MF
Global Inc., 11-02790, U.S. District Court, Southern District of
New York (Manhattan).

                         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.


MF GLOBAL: House Democrats Say Firm 'Blatantly Misled' FINRA
------------------------------------------------------------
Julie Steinberg and Jamila Trindle at Daily Bankruptcy Review
report that House Democrats urged regulatory action against MF
Global Holdings Ltd. in a report released, saying the former
broker-dealer "blatantly misled" a securities regulator about its
exposure to European sovereign debt in September 2010.

                          About MF Global

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

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

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

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

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

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

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


MONITOR COMPANY: Can Hire Ropes & Gray as Counsel
-------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Monitor Company Group Limited Partnership's motions to retain
Ropes & Gray as counsel, Pepper Hamilton as Delaware counsel and
Epiq Bankruptcy Solutions as administrative advisor.

                     About Monitor Company Group

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.


MONTANA ELECTRIC: Trustee Wants More Time to File Plan
------------------------------------------------------
Richard Ecke at Greatfallstribune.com reports Lee A. Freeman, the
trustee for the bankruptcy case of Southern Montana Electric
Transmission, has asked Bankruptcy Judge Ralph B. Kirscher to
delay the deadline for a final plan until Feb. 15, 2013.  Mr.
Freeman also suggested that Feb. 15 be the date for any other
competing plans to be submitted.

According to the report, attorneys of certain members of Southern
Montana sought to fight Mr. Freeman's motion.

The report notes Yellowstone Valley and Beartooth Electric.
Yellowstone Valley attorney John G. Crist of Billings accused Mr.
Freeman of "continuing the status quo to presumably build up cash
for the secured creditor (Prudential Capital Group) to the
detriment of" Southern Montana member systems and customers.

The report adds a hearing on the motion to delay reorganization
plans until February may be held Dec. 18, 2012, at 1:30 p.m.

The report relates if Mr. Freeman fails to reach a reorganization
deal, the case could move to Chapter 7 dissolution.  The city's
utility arm, Electric City Power, stands $6.9 million in the red,
and may lose another $2 million in assets from its failed energy
venture.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MSR RESORT: Singapore Bidder Has Chance to Prove Bid in Good Faith
------------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Five Mile Capital
Partners LLC's contention that a $1.5 billion bid for
MSR Resort Golf Course LLC was anti-competitive fails, but the
suitor still must prove its bid was in good faith, U.S. Bankruptcy
Judge Sean H. Lane said in a bench ruling.

Bankruptcy Law360 says Judge Lane ruled Oct. 25 about whether
Government of Singapore Investment Corp. (Realty) Private Ltd. is
entitled to the good-faith purchaser protections under Section 363
of the Bankruptcy Code in connection with its stalking horse bid.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NEC HOLDINGS: Trustee Sues Directors, Others Over Demise
--------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that the Chapter 7
trustee for NEC Holdings Corp. and a board member on Monday sued
several current and former principals of the envelope maker in
New York Supreme Court, accusing the group of putting their own
interests ahead of the company, which led to its downfall.

Bankruptcy Law360 relates that the trustee and board member Joan
Levy maintain that the board member defendants, as well as NEC's
former chief restructuring officer, consultant Stephen
Gawrylewski, and his employer, Loughlin Meghji & Co., took
advantage of NEC's financial problems.

                        About NEC Holdings

Uniondale, New York-based National Envelope Corporation was
the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead Case No.
10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, served as bankruptcy counsel to the
Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq., and
Stephen R. Tetro II, Esq., at Latham & Watkins LLP, served as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represented the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc.,
served as the financial advisor to the Committee.  NEC Holdings
estimated assets and debts of $100 million to $500 million in its
Chapter 11 petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.

Judge Peter J. Walsh on Dec. 12, 2011, approved NEC Holdings'
request to convert its Chapter 11 case into a full liquidation.
Judge Walsh approved NEC's October request to liquidate the
remainder of its assets, which the company said was necessary
because it was quickly running out of cash to cover the remaining
claims against it, including the cleanup of a New Jersey
manufacturing site.


NEXTMEDIA OPERATING: S&P Withdraws 'B-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B-' corporate credit rating, on NextMedia Operating Inc. at
the company's request. The company repaid all of its debt
following the sale of its outdoor division to Lamar Advertising
Co. on Oct. 31, 2012.


NEXSTAR BROADCASTING: Inks 5th Amendment to BOA Credit Agreement
----------------------------------------------------------------
Nexstar Broadcasting, Inc., a subsidiary of Nexstar Broadcasting
Group, Inc., entered into a Fifth Amended and Restated Credit
Agreement, together with the Company and Nexstar Finance Holdings,
Inc., Bank of America, N.A., as administrative agent, collateral
agent, swing line lender and L/C issuer, UBS Securities, LLC, as
syndication agent, joint lead arranger and joint book manager, RBC
Capital Markets, as documentation agent, joint lead arranger and
joint book manager, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as joint lead arranger and joint book manager, and a
syndicate of other lenders.  The Credit Agreement is comprised of
a $246 million term loan facility due in 2017 and a $65 million
revolving loan facility due in 2017.  The obligations under the
Credit Agreement are secured by substantially all of the equity
interests of the Company's subsidiaries and substantially all
other assets owned by NBI and by Mission.

Borrowings under the Credit Agreement bear interest at a floating
rate, which can be either a base rate plus an applicable margin
or, at NBI's option, a Eurodollar rate plus an applicable margin.
Base rate is defined in the Credit Agreement as the higher of (x)
the federal funds effective rate, plus 0.50% per annum, (y) the
Bank of America prime rate, and (z) the Eurodollar rate, plus
1.00%.  Eurodollar rate is generally defined in the Credit
Agreement as the British Bankers Association LIBOR Rate.

The applicable margin for the revolving loan facilities is 3.25%
for the base rate loans and 4.25% for Eurodollar loans.  The
initial applicable margin for the term loan facilities is 2.50%
for base rate loans and 3.50% for Eurodollar loans.  Thereafter,
subject to NBI's total leverage ratio, the applicable base rate
margin for the term loan facility will vary from 2.25% and 2.50%
and the applicable Eurodollar rate margin will vary from 3.25% and
3.50%.

The interest rate payable under the Credit Agreement will increase
by 2.0% per annum during the continuance of an event of default.

Commitment fees on unused commitments under the revolving credit
facilities are 0.50% per annum.

Prior to the maturity date, funds under the revolving credit
facilities may be borrowed, repaid and reborrowed, without premium
or penalty.  The revolving credit facilities are due in full at
maturity in January 2017 (or December 2017 if certain conditions
are met).  The principal amount under NBI's term loans, commencing
on June 30, 2013, reduce quarterly by 0.25%.

Voluntary prepayments of amounts outstanding under the Credit
Agreement are permitted at any time, so long as NBI gives notice
as required by the Credit Agreement.  However, if a prepayment is
made with respect to a Eurodollar loan, and the prepayment is made
on a date other than an interest payment date, NBI must pay a fee
to compensate the lender for losses and expenses incurred as a
result of the prepayment.

NBI is required to prepay amounts outstanding under the Credit
Agreement in an amount equal to:

   * 100% of the net proceeds of certain debt issuances;

   * 100% of the net cash proceeds of any disposition of assets,
     subject to a $1 million single transaction or series of
     related transactions basket and a $5 million aggregate fiscal
     year basket, reduced to the extent that any such net cash
     proceeds are to be reinvested within 12 months of receipt of
     those net cash proceeds in assets used in the business or are
     to be used in connection with permitted acquisitions or
     capital expenditures, so long as no default or event of
     default exists;

   * 100% of all insurance recoveries in excess of amounts used to
     replace or restore any properties, reduced to the extent that
     those insurance recoveries are reinvested within 12 months,
     so long as no default or event of default exists;

   * with respect to NBI, 50% of the excess cash flow of NBI when
     the consolidated total leverage ratio is greater than 3.00x,
     25% of the excess cash flow of NBI when the consolidated
     total leverage ratio is less than 3.00x but greater than
     2.50x for the preceding fiscal year and 0% of excess cash
     flow of NBI and when the consolidated total leverage ratio is
     less than or equal to 2.50x for the preceding fiscal year,
     commencing with the fiscal year ending December 31, 2013; and

   * the amount, if any, by which outstanding borrowings under the
     Credit Agreement exceed the commitments.

All mandatory prepayments must be used to repay loans outstanding
under the Credit Agreement on a pro rata basis, but will not
necessarily reduce availability under the revolving credit
facility.

The Credit Agreement requires NBI to meet certain financial tests,
including a minimum fixed charge coverage ratio, a maximum first
lien net leverage ratio and a maximum total net leverage ratio.
In addition, the Credit Agreement contains certain covenants that,
among other things, limit the incurrence of additional
indebtedness, investments, dividends, transactions with
affiliates, asset sales, acquisitions, mergers and consolidations,
liens and encumbrances and other matters customarily restricted in
such agreements.

The Company and each of its direct and indirect subsidiaries and
Mission guarantee all of NBI's borrowings under the Credit
Agreement.

In addition, the Company and each of its direct and indirect
subsidiaries, including NBI, guarantee all of Mission's borrowings
under its new credit agreement.  Mission's new credit agreement
consists of a $104 million term loan facility due in 2017 and a
$35 million revolving loan facility due in 2017.

A copy of the Fifth Amended Credit Agreement is available at:

                        http://is.gd/7CT5gB

A copy of the Fourth Amended Credit Agreement is available at:

                        http://is.gd/kr6lna

                  About Nexstar Broadcasting Group

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

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

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

                           *     *     *

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

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


NEXSTAR BROADCASTING: Closes Secondary Offering of 8-Mil. Shares
----------------------------------------------------------------
Nexstar Broadcasting Group, Inc., closed the previously announced
underwritten offering of 8 million shares of Class A common stock
of the Company by the selling stockholders, funds affiliated with
ABRY Partners, LLC.  The Company did not sell any shares in the
offering and did not receive any proceeds from the offering.

The selling stockholders have granted the underwriters a 30-day
option to purchase up to an additional 1.2 million shares of Class
A common stock on the same terms and conditions.  Credit Suisse
Securities (USA) LLC, Wells Fargo Securities, LLC, and UBS
Securities LLC were the joint book-running managers of the
offering.  RBC Capital Markets, LLC, and Evercore Group L.L.C.
acted as co-managers of the offering.

A shelf registration statement (including prospectus) relating to
the shares has been declared effective by the Securities and
Exchange Commission.

                 About Nexstar Broadcasting Group

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

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

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

                           *     *     *

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

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


NNN LENOX: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: NNN Lenox Park 9, LLC
        dba Lenox Park Buildings A & B
        1009 Kelly's Ridge
        New Albany, IN 47150

Bankruptcy Case No.: 12-92686

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch, III

About the Debtor: The Debtor owns the Lenox Park Buildings A & B
                  in Lenox Park Boulevard, Shelby County, in
                  Memphis, Tennessee.

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  TUCKER HESTER, LLC
                  429 N. Pennsylvania Street, Suite 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  E-mail: jeff@tucker-hester.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Mubeen M. Aliniazee, manager.


NORTHLAKE HOTELS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Northlake Hotels Inc.
        2100 Parklake Drive NE
        Atlanta, GA 30345

Bankruptcy Case No.: 12-80104

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Wendy L. Hagenau

Debtor's Counsel: Joseph H. Turner, Jr., Esq.
                  JOSEPH H. TURNER JR. PC
                  580 Cliftwood Court NE
                  Sandy Springs, GA 30328
                  Tel: (770) 480-1939

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

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

The petition was signed by R.C. Patel, chief executive officer.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Home Depot Credit Services         Trade                      $587
P.O. Box 6029
The Lakes, NV 88901


NYTEX ENERGY: Closes $3.2 Million Sale Agreement with Newark
------------------------------------------------------------
NYTEX Energy Holdings, Inc., through its subsidiary, NYTEX
Petroleum, Inc., entered into and completed the sale of its 15%
interest in approximately 17,000 leasehold acres including two
producing wells and carried interest in seven additional drilling
prospects, for the cash purchase price of $3.2 million to Newark
E&P, LLC.

Prior to the sale, the Company participated with Newark through an
exploration agreement and operating agreement wherein NYTEX owned
a 15% working interest in wells drilled on the approximate 17,000
leasehold acres.

Under the terms of the Purchase and Sale Agreement between NYTEX
and Newark, Newark purchased all of the right, title and interest
granted to NYTEX in the Exploration and Operating Agreements.

The Sale Agreement is available for free at http://is.gd/SWSFkF

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Whitley Penn LLP, in Dallas, Texas,
expressed substantial doubt about Nytex Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company is not in compliance with certain loan covenants
related to two debt agreements.

The Company's balance sheet at Sept. 30, 2012, showed $11.59
million in total assets, $5.05 million in total liabilities and
$6.54 million in total equity.


OCWEN FINANCIAL: Ordered to Appoint Independent Monitor
-------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that the New York
Department of Financial Services on Wednesday ordered Ocwen
Financial Corp. to appoint an independent monitor to oversee its
compliance with a 2011 mortgage servicing settlement after the
regulator found that Ocwen had repeatedly violated the terms of
the deal.

Bankruptcy Law360 relates that Ocwen, one of the nation's largest
mortgage servicers, failed to provide homeowners with required
notifications before starting foreclosure proceedings and in many
cases did not show troubled borrowers that the company had
standing to begin the foreclosure process, the DFS said.

Ocwen Financial, a publicly-traded company, is a provider of
residential and commercial loan servicing, special servicing and
asset management services with headquarters in Atlanta, Georgia
and offices in West Palm Beach and Orlando, Florida, Houston,
Texas and Washington, DC and global support operations in Uruguay
and India.


OLD REPUBLIC: Fitch Hikes Rating on Senior Debt Rating to 'BB+'
---------------------------------------------------------------
Fitch Ratings has removed from Rating Watch-Negative and upgraded
Old Republic International Corporation's (ORI) holding company
ratings by two notches, including the senior debt rating to 'BB+'
from 'BB-'.  Fitch has also affirmed and removed from Rating
Watch-Negative the Insurer Financial Strength (IFS) ratings of
ORI's insurance subsidiaries at 'A-'.  The Rating Outlook is
Stable.

These rating actions reflect Fitch's reduced concern surrounding
the possibility of an acceleration of ORI's outstanding debt,
following the approval of Republic Mortgage Insurance Company's
(RMIC) proposed corrective plan by the North Carolina Department
of Insurance (NCDOI).

On Dec. 3, 2012, ORI announced that the NCDOI issued a Final Order
approving the corrective plan submitted by RMIC on Sept. 14, 2012.
Fitch believes the extension of regulatory supervision of RMIC
until Dec. 21, 2021 will likely allow ORI to avoid a covenant
breach and related debt acceleration, since RMIC then more likely
avoids bankruptcy, insolvency, rehabilitation or reorganization.

Under the Final Order, RMIC will increase its cash payments to 60%
from 50%, and defer payment of the remaining claims until a future
date authorized by NCDOI.  Additionally, RMIC will remain within
ORI's ownership and control, as well as under NCDOI regulatory
supervision until Dec. 21, 2021.  However, NCDOI retains the right
to amend the order if RMIC's financial condition changes in any
material respect.

Following today's upgrade, Fitch's ratings of ORI at the holding
company level remain notched down by one additional notch from the
operating company IFS ratings compared to standard notching to
reflect ongoing, albeit reduced uncertainties related to the
runoff of RMIC, and the risk this poses for ORI's debt. Previously
the ORI ratings were notched down by three additional notches
compared to standard notching.

The Stable Outlook reflects Fitch's belief that ratings will
likely remain unchanged for the next 12 - 18 months.

Upward movement in ORI's rating, including a movement to standard
notching, could be precipitated by Fitch gaining greater
confidence in a successful runoff of RMIC with reduced adverse
impact from related operating losses.  Downgrade triggers would
include heightened concerns with the RMIC runoff compared to
expectations, including an adverse amendment to the Final Order by
the NCDOI.

Fitch removed from Rating Watch Negative and upgraded the
following ratings with a Stable Outlook:

Old Republic International Corp.

  -- IDR to 'BBB-' from 'BB';
  -- $550 million 3.75% senior notes due March 15, 2018 to 'BB+'
     from 'BB-'.

Fitch removed from Rating Watch Negative and affirmed the
following ratings with a Stable Outlook:

Bituminous Casualty Corp.
Bituminous Fire & Marine Insurance Co.
Great West Casualty Co.
Old Republic Insurance Co.
Old Republic Lloyds of Texas
Old Republic General Insurance Co.
Old Republic Surety Co.
Manufacturers Alliance Insurance Co.
Pennsylvania Manufacturers' Association Insurance Co.
Pennsylvania Manufacturers Indemnity Co.
American Guaranty Title Insurance Co.
Mississippi Valley Title Insurance Co.
Old Republic National Title Insurance Co.

  -- IFS at 'A-'.


OMNICITY INC: Emerges From Bankruptcy; Broadband Buys Assets
------------------------------------------------------------
Inside Indiana Business reports that Omnicity Incorporated has
emerged from bankruptcy with Broadband Networks Co. as new owner.

Omnicity, Inc., filed a Chapter 11 petition (Bankr. S.D. Ind. Case
No. 11-12303), disclosing under $1 million in assets and debts, on
Sept. 29, 2011.  A copy of the petition is available at no charge
at http://bankrupt.com/misc/insb11-12303.pdf


PANTHEON INC: S&P Keeps 'B+' CCR on Improved Financing Structure
----------------------------------------------------------------
Standard & Poor's Ratings Services revising its recovery rating on
the senior secured credit facilities of Research Triangle Park,
N.C.-based pharmaceutical contract manufacturer Patheon Inc. to
'3', indicating its expectation for meaningful (50% to 70%)
recovery for lenders in the event of a payment default, from '4'
(30% to 50% average recovery expectation). "The revision reflects
the addition of a financial maintenance covenant to the senior
secured credit facilities," S&P said.

"Our 'B+' corporate credit rating on Patheon and our 'B+' issue-
level rating on the company's senior secured debt are unaffected.
The rating outlook remains negative, reflecting integration risk,"
S&P said.

RATINGS LIST

Ratings Unchanged

Patheon Inc.
Corporate Credit Rating      B+/Negative/--

Ratings Unchanged; Recovery Revision

Patheon Inc.
                              To          From
Senior Secured               B+          B+
   Recovery Rating            3           4


PENTON BUSINESS: Moody's Affirms 'Caa1' CFR; Outloook Positive
--------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Penton
Business Media Holdings, Inc. to positive from stable based on the
company's improving credit profile. Penton's Caa1 corporate family
rating (CFR) along with all other ratings were affirmed.

The outlook action was prompted by the recent acquisition of Farm
Progress. Since the acquisition multiple was lower than Penton's
prevailing leverage multiple, Penton's leverage improves. In
addition, Moody's expects additional de-leveraging to result since
the acquisition will accelerate ongoing cost reduction activities.

Moody's has taken the following rating actions:

Issuer: Penton Business Media Holdings, Inc.

  Outlook, Changed to Positive from Stable

  Corporate Family Rating, Affirmed at Caa1

  Probability of Default Rating, Affirmed at Caa1

  Senior Secured Bank Credit Facility, Affirmed at Caa1

Ratings Rationale

Penton's Caa1 corporate family rating reflects its high leverage
and related refinance risks, cyclical business profile, small
scale and the long term pressure on the company's print media
segment. Near 30% EBITDA margins combined with low capital
intensity should allow Penton to de-lever, with small, accredtive
acquisitions and further cost-cutting augmenting de-leveraging so
that Debt/EBITDA declines towards mid 6x (Moody's adjusted) by mid
2014. However, the rating is constrained by refinance risk as
Penton's $622 million term loan matures in August, 2014. Until a
refinance is executed, elevated default prospects will weigh
against the rating. Additionally, Penton's current debt incurs a
below market interest rate that would inevitably rise upon
refinancing and pressure free cash flow.

Penton's operations have dramatically improved since the 2008/2009
recessionary downturn with higher margins and a stabilization of
revenues. The company is showing growth in its digital media and
events segments which offsets declining print revenues. Moody's
expects this trend to continue, resulting in approximately flat
revenues for the next two to three years, excluding acquisitions.
Penton has also improved profitability through cost cutting and
the favorable impact of a higher mix of digital product sales,
with EBITDA margin (Moody's adjusted) expanding to approximately
28% towards the end of 2012 from 18% in 2009. The company has been
generating positive free cash flow of over $40 million per year
since the end of 2011 after unfavorable interest rate swaps rolled
off.

Penton's strategy includes directing excess free cash to small
acquisitions. The company's recent acquisition of Farm Progress
will add meaningfully to EBITDA in 2013. Penton financed the
acquisition with a mix of cash and borrowings on the revolver
which are expected to be repaid during 2013. The Farm Progress
acquisition should rreduce leverage by approximately 0.5x after
merger synergies are realized and the revolver debt is repaid.

The positive outlook reflects Moody's expectation that Penton will
continue to grow EBITDA through cost cutting and small
acquisitions such that Moody's adjusted leverage would fall
towards the low 6x range by mid 2014, which would improve the
company's prospects to successfully refinance maturing debt.
However, as the maturity approaches, the outlook could be lowered
if the company does not refinance.

Moody's could raise Penton's ratings if the company proactively
addresses its 2014 maturity and is able to reduce leverage below
6x while maintaining strong positive free cash flow. Additionally,
a rating upgrade would be predicated on Penton maintaining stable
margins and solid liquidity.

Moody's could lower Penton's ratings if the company's revenues
decline materially due to an acceleration of digital/internet
media substitution or due to a weaker than expected economy, if
free cash flow weakens, margins decline, if the company's
liquidity becomes strained or if a term loan refinance is not
executed in a timely manner.

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

Penton Business Media Holding, Inc., headquartered in New York,
NY, is a diversified business-to-business media company providing
products that deliver proprietary business information and
services to owners, operators, managers and professionals across
16 markets. Revenue for the twelve months ended September 30, 2012
was $307 million.


PEREGRINE FINANCIAL: Asset Sale Draws Crowd in Iowa
---------------------------------------------------
The WFC Courier reported that a long line of vehicles snaked
through the gates early in the morning of Dec. 5 at the former
headquarters of Peregrine Financial Group Inc. in Cedar Falls,
Iowa, for the auction of the assets of the liquidating commodity
broker whose former chief executive officer, Russell Wasendorf
Sr., is now in prison.

According to the report, the sale drew a crowd about 130 bidders,
who paid a fee of $500 to take part in the sale.  An additional
450 people participated by phone.

The report adds that the sale items of the bankrupt broker were
comprised of vehicles, office furniture, restaurant fixtures,
electronics, and 3,200 bottles of wine.

Bidding for the wine was expected to take the most time.  Bidders
could bid by the single bottle or group them into lots, said
auctioneer Peter Wyke, senior vice president and operations
director of Woodland Hills, Calif.-based Great American Group,
according to the newspaper.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PERPETUAL ENERGY: S&P Cuts Corp. Credit Rating to 'CCC+'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Calgary, Alta.-based independent exploration &
production (E&P) company Perpetual Energy Inc. to 'CCC+' from 'B-
'. "The outlook is developing, which means there is an equal
chance we will raise, lower, or affirm the rating in the next
year. At the same time, Standard & Poor's lowered its senior
unsecured debt ratings to 'CCC+' from 'B-'. The '4' recovery
rating on the notes is unchanged, and reflects our view that
bondholders can expect average (30%-50%) recovery in a default
scenario," S&P said.

"The downgrade reflects our opinion that Perpetual's existing
operations will not be able to generate sufficient funds from
operations to fund its 2013 capital plans," said Standard & Poor's
credit analyst Aniki Saha-Yannopoulos. "We forecast the company's
credit measures will continue to deteriorate through 2013, due to
lower-than-expected oil production and weaker commodity prices."

"The ratings on Perpetual reflect Standard & Poor's view of the
company's 'vulnerable' business risk profile and 'highly
leveraged' financial risk profile. We assess management as 'fair'.
The ratings reflect what Standard & Poor's views as the company's
operations in the E&P industry, weak commodity prices, declining
production, deteriorating credit measures, and adequate
liquidity," S&P said.

"Perpetual is a small E&P company with most of its shallow gas
production in Alberta. The company's capex budget focuses mostly
on the liquids play, especially the Mannville heavy oil one. As of
Dec. 31, 2011, Perpetual had a reserve base of 235.0 billion cubic
feet equivalent. It averaged production of 113.7 million cubic
feet a day for third-quarter 2012. As of Sept. 30, 2012, the
company had about C$578 million in adjusted debt, which includes
adjustments for convertible debentures (about C$150 million) and
asset-retirement obligations," S&P said.

"The developing outlook reflects Standard & Poor's expectation
that Perpetual will sell its Elmworth Montney assets within the
first half of 2013, supporting its adequate liquidity through the
year. The outlook also reflects our view that there is almost an
equal likelihood of the company's credit profile strengthening or
deteriorating during our forecast period," S&P said.

"A further negative rating action could occur if Perpetual is
unable to sell its assets. If the company does not sell its assets
and is unable to secure external funding, we believe it will be
unable to fund its minimum business requirements (capex and
interest payments) and its liquidity will be significantly
stressed," S&P said.

"We would consider an upgrade if Perpetual's debt-to-EBITDAX
improves above 5.5x. This would be possible if the company
improves its cash flow through either liquids production being
materially higher than forecast, or by generating revenues above
C$80 per barrel for liquids. However, given our assumptions about
its near-term prospects, we believe Perpetual will likely be
challenged to improve its financial measures within the next 12-18
months," S&P said.


PJB MANAGEMENT: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------
Debtor: PJB Management, Inc.
        6591 S. Military Trail
        Lake Worth, FL 33463

Bankruptcy Case No.: 12-39130

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Eric A. Rosen, Esq.
                  ROSEN & WINIG, P.A.
                  2925 PGA Boulevard, #100
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 799-6040
                  Fax: (561) 799-4047
                  E-mail: erosen@rosenwinig.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 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-39130.pdf

The petition was signed by Anna Coco-Papa, vice president.


PLAINS EXPLORATION: S&P Cuts CCR to 'BB-' over Completed Deal
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based Plains Exploration & Production Co.
(Plains) to 'BB-' from 'BB' and removed the ratings from
CreditWatch negative where they were placed on Sept. 10, 2012. The
outlook is negative.

"In addition, we lowered our issue rating on Plains Exploration &
Production Co.'s senior unsecured debt to 'B' (two notches lower
than the corporate credit rating) from 'BB-'. We revised the
recovery rating on this debt to '6', reflecting our assessment of
negligible (0% to 10%) recovery in the event of a default," S&P
said.

"The downgrade follows Plains' completed acquisition of deepwater
Gulf of Mexico properties from BP PLC and Royal Dutch Shell PLC,"
said Standard & Poor's credit analyst Lawrence Wilkinson. "The
acquisition represents a strategic shift for Plains and presents
increased execution risk, particularly given the complexities
associated with operating in the deepwater Gulf of Mexico.
Although the company currently has offshore exposure through its
working interest in Point Arguello and Point Pedernales in
California, as well as its ownership of Plains Offshore Operations
Inc. in the Gulf of Mexico, these operations represent less than
10% of the company's existing reserve base and are modest in scale
relative to the assets the company is acquiring. Further, the
debt-financed nature of the transaction results in a meaningful
deterioration in the company's credit protection measures. While
we currently forecast that the company's credit ratios could
return to preacquisition levels over the next 12 to 18 months,
this could be delayed if management expands capital investment
beyond currently contemplated levels in pursuit of improving
shareholder returns."

"Despite these concerns, the transaction significantly expands
Plains existing reserve base and production. The company estimates
that these assets will increase proved reserves by 127 million
barrel of oil equivalents (boe) and production by 67,000 boe per
day, representing increases of 31% and 68%. New production will
increase the company's exposure to oil production from current
levels of 57% to approximately 70%. In addition, the company has
numerous opportunities to expand its reserve base through
recompletion, workover, and tie-in opportunities," S&P said.

"The outlook is negative. We could lower the ratings if we believe
Plains' debt to EBITDA will trend above 4x for a prolonged period.
We could revise the outlook to stable or raise ratings if PXP
delivers on its deleveraging plan, specifically by generating
significant free operating cash flow and selling assets to pay
down debt to where we believe debt to EBITDA will fall below
2.5x," S&P said.


PLAN 9: Emerges From Chapter 11; Has Sale-Leaseback Deal
--------------------------------------------------------
Louis Llovio at Richmond Times-Dispatch reports that Plan 9 has
emerged from bankruptcy protection

The company's restructuring plan has been approved by U.S.
Bankruptcy Judge Douglas O. Tice Jr.  As part of the plan to pay
back creditors, the company will sell its only remaining store in
Charlottesville in the Seminole Square Shopping Center to
Hardywood Park Craft Brewery and lease back the space.

Based in Richmond, Virginia, Plan 9, Inc., filed for Chapter 11
protection (Bankr. E.D. Va. Case No. 11-36603) on Oct. 18, 2012.
Judge Douglas O. Tice Jr. presides over the case.  Joseph T.
Liberatore, Esq., at Crowley, Liberatore, Ryan & Brogan, P.C.,
represents the Debtor.  The Debtor estimated assets of less than
$50,000, and estimated debts of between $1 million and
$10 million.


REMINGTON RANCH: Property Listing Price Down to $5MM From $8MM
--------------------------------------------------------------
The Associated Press reports that the 2,000-acre Remington Ranch
property, a planned central Oregon resort, is being listed for
$5 million, down from $8 million earlier this year.  According to
the AP, broker James Dignan told The Bulletin newspaper in an
email that several parties have expressed interest, but no offers
have been made.

                       About Remington Ranch

Powell Butte, Oregon-based Remington Ranch, LLC, is a property
developer.  It also goes by the name Coyote Basin Development,
LLC, Seven Peaks, LLC, and Red Rock LLC.  It filed for Chapter 11
bankruptcy protection (Bankr. D. Ore. Case No. 10-30406) on Jan.
21, 2010, Judge Elizabeth L. Perris presiding.  The Debtor
disclosed $29,298,544 in assets and $32,453,284 in liabilities as
of the Petition Date.  Attorneys at Cable Huston Benedict
Haagensen & Lloyd LLP, in Portland, Oregon, served as bankruptcy
counsel.

The Bankruptcy Court granted the motion of Remington Ranch made
orally on June 29, 2011, to convert its Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.  Michael B. Batlan was
appointed as interim trustee.


RG STEEL: PBGC to Pay Pension Benefits for 1,300 Retirees
---------------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports that the
Pension Benefit Guaranty Corp. will pay out the pension benefits
of more than 1,300 RG Steel LLC retirees and employees after the
buyers of the company's plants left the pensions behind in
bankruptcy.

                          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.


SAINATH L.L.C.: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sainath, L.L.C.
        2023 MacArthur Drive, Suite A
        Alexandria, LA 71303

Bankruptcy Case No.: 12-81465

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Alexandria)

Judge: Henley A. Hunter

Debtor's Counsel: Thomas R. Willson, Esq.
                  P.O. Drawer 1630
                  Alexandria, LA 71309-1630
                  Tel: (318) 442-8658
                  Fax: (318) 442-9637
                  E-mail: rocky@rockywillsonlaw.com

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

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

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/lawb12-81465.pdf

The petition was signed by Versha Patel Karsan, member, manager,
and registered agent.


SATCON TECHNOLOGY: Wins Court OK for Credit Deal Over Objections
----------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy judge approved a credit deal Monday between Satcon
Technology Corp. and its primary manufacturer of solar-power
converters, a deal the renewable energy firm says will allow it
continue operations ahead of an anticipated Chapter 11 sale.

According to Bankruptcy Law360, the settlement between Boston-
based Satcon and China-based Great Wall Energy provides the former
with up to $5 million in trade credit backed by a new top priority
lien but faced opposition from solar firm's secured lenders, who
objected the pact threatened their investments.

                        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.


SAWGRASS MERGER: Moody's Assigns 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to Sawgrass Merger Sub Inc. and a B3 rating to its senior
secured notes due 2020. The proceeds of the bond issuance are
intended to partially fund the acquisition of TPC Group Inc.(TPC)
by private equity funds managed by First Reserve Management, L.P.
and SK Capital Partners. As part of the acquisition Sawgrass will
merge with TPC after the acquisition, with TPC being the surviving
entity and the obligor under the notes indenture. The rating
outlook is stable. Upon closing of the acquisition and repayment
of the existing TPC debt, Moody's will withdraw all existing
ratings for TPC Group LLC.

The following summarizes the ratings activity:

Rating assigned:

Sawgrass Merger Sub Inc.

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2

  $655mm Senior Secured Notes -- B3 (LGD4, 63%)

Outlook: Stable

Ratings affirmed and to be withdrawn:**

TPC Group LLC

  Corporate Family Rating -- B1

  Probability of Default Rating - B1

  $350mm Senior Secured Notes due 2017 -- B1 (LGD4, 55%) from B1
  (LGD4, 57%)

Outlook: Stable

** The existing corporate and issue ratings for TPC Group LLC will
   be withdrawn after the acquisition is completed and the
   existing debt is repaid.

Ratings Rationale

Sawgrass's B2 CFR reflects the high leverage resulting from the
leveraged buyout of TPC, and expectations TPC will borrow under
its revolving credit facility to fund project capital expenditures
in 2013, thereby resulting in negative free cash flow in the near-
term. Additionally, it could pursue an on-purpose butadiene
project that could defer positive free cash flow generation by the
firm to 2015. The buyout, which values TPC at $904 million, or
roughly 6.1x adjusted EBITDA will boost the company's leverage to
5.3x as of September 30, 2012 (debt to EBITDA, including Moody's
standard analytical adjustments and pro forma adjustments for the
LBO, butadiene price impacts and certain one-time transaction
expenses disclosed by the company). The company plans to refurbish
its dehydrogenation and MTBE facilities at its Houston plant at a
cost of $265 million ($25 million has been spent through September
2012), to produce isobutylene from purchased isobutane feedstock,
which TPC believes will be abundant and attractively priced as the
supply of NGL's from shale natural gas production continues to
increase. The project is expected to start production in the
second half of 2014. TPC is also studying the possibility of
producing on-purpose butadiene, but has not announced a decision
to go forward with this project. While Moody's believes the
projects will improve TPC's business profile and profits, the
capital spending could result in a multi-year period of minimal
free cash flow for the firm and the second project might require
external financing.

Sawgrass's CFR also reflects TPC's narrow commodity based product
line, concentrated operational and geographical profile and modest
EBITDA margins. The company enjoys large market shares within its
niche product lines where it is either the largest or second
largest supplier. Over 70% of its sales volumes are contractually
insulated from fluctuations in feedstock, sales price and energy
price fluctuations to protect margins. Despite the margin
protection offered by its contracts, margins can be somewhat
volatile because of carrying inventory from one month to the next
while commodity prices fluctuate.

TPC is expected to have adequate liquidity supported by the new
$250 million asset-backed revolving credit facility, an estimated
$120 million of cash on hand at closing and cash flows from
operations. The ABL revolver is subject to a borrowing base, and
it is possible that the company will not have access to the full
amount of commitments over the next year. It does not have
maintenance financial covenants under its revolver so long as
availability does not dip below a certain level.

The rating outlook is stable. It is unlikely that the CFR would be
upgraded before the company completes its first major capital
project. The ratings could be upgraded if leverage (Debt/EBITDA)
declined below 4.0x on a sustained basis and the company produced
positive free cash flow. Ratings could be downgraded if the
company is unable to maintain its margins, Debt/EBITDA rose above
6x for a sustained period or it did not maintain adequate
liquidity.

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

TPC is a processor of crude C4 hydrocarbons (primarily butadiene,
butene-1, isobutylene), differentiated isobutylene derivatives and
nonene and tetramer. For its product lines, TPC is either the
largest or second largest independent North American producer. The
company operates three Texas-based manufacturing facilities in
Houston, Baytown and Port Neches. Revenues were $2.4 billion for
the twelve months ended September 30, 2012.


SEARS HOLDINGS: Fitch Affirms 'CCC' Rating on Various Entities
--------------------------------------------------------------
Fitch Ratings has affirmed its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) at 'CCC'.  The Rating
Outlook is Negative.

The magnitude of Sears' decline in profitability and lack of
visibility to turn operations around remains a major concern.
Fitch expects 2012 EBITDA could be in the range of $400-$500
million mainly on significant expense reduction of $500 million as
the top line is expected to decline in the 8-9% range leading to
gross profit dollar contraction.  EBITDA is expected to remain
under pressure and could potentially turn negative in 2013, unless
the company continues to offset gross profit dollar declines with
expense reductions.  Fitch expects top line contraction in the 8-
9% range in 2013 and mid-single digit range in 2014, due to
domestic comparable store sales (comps) in the negative 3% range,
store closings, and spin-off of certain businesses.  The 2012 and
2013 revenue estimates reflect the spin-off of Sears Hometown and
Outlet businesses and certain hardware stores in October 2012.
These assets represented approximately $2.3 billion-$2.6 billion
in revenue and $70 million-$80 million in EBITDA in 2011.

Fitch estimates that Sears will need to generate a minimum EBITDA
of $900 million to $1 billion in 2013 and 2014 to service cash
interest expense, capital expenditures, and pension plan
contributions.  As a result, Sears will need to continue funding
operations with increased borrowings and/or asset sales and may
need to access external sources of financing.  Liquidity remained
adequate to fund 2012 working capital needs given the availability
under Sears' U.S. and Canadian facilities, significant reduction
in inventory and recent asset sales/spin-offs.  If Sears is unable
to access the capital markets or find other sources of liquidity,
and EBITDA remains at the current level or lower, there is a risk
of restructuring over the next 24 months.

Domestic Sears and Kmart stores have been underperforming their
retail peers on top-line growth for many years.  The combined
domestic entity has lost $9 billion, or almost 20%, of its 2006
domestic revenue base through the end of 2011, leading to
tremendous pressure on profitability.  This reflects competitive
pressures, inconsistent merchandising execution and the lack of
clarity about its long-term retail strategy.  Fitch expects both
Kmart and Sears will remain share donors.  Sears' comps are
expected to be in the negative 2%-3% range in 2012-2014, while
Kmart's comps are expected to be in the negative 3-4% range.
Sears Canada has also been very weak over the past three years
with comps in the negative mid-to-high single digits.

As of Oct. 27, 2012, Sears had $1.5 billion of borrowings under
the domestic revolver, with $1 billion of availability under its
domestic $3.275 billion credit facility due 2016 and $433 million
under its CAD$800 million credit facility due 2015.  The
availability under its domestic revolver was essentially the same
as last year while the Canadian availability was almost
approximately $360 million lower (with $300 million due to
reserves that could be applied by the lenders unless the company
pledges additional collateral).

The availability under the domestic revolver remained essentially
flat because Sears injected close to $2 billion in liquidity this
year to fund operations given the significant shortfall in EBITDA
beginning last year.  Actions taken included: (1) peak inventory
reduction of $575 million including $200 million from store
closings; (2) $500 million in expense reduction; (3) $440 million
from the sale of certain properties and (4) $450 million from the
spin-off of its Hometown and Outlet businesses.

Given the current level of EBITDA and Fitch's expectation that it
could deteriorate in 2013, Sears will need to continue to reduce
inventory, cut costs and sell assets to fund operations.  Sears
has the ability to issue $1.75 billion in secured debt as
permitted under its credit facility ($1 billion accordion feature
to upsize the domestic credit facility and $750 million in second
lien debt).  However, it could have difficulty tapping into this
debt if operating trends continue to deteriorate, especially if
credit market conditions are adverse at that time.

Recovery Considerations for Issue-Specific Ratings:
In accordance with Fitch's Recovery Rating (RR) methodology, Fitch
has assigned RRs based on the company's 'CCC' IDR.  Fitch's
recovery analysis assumes a liquidation value under a distressed
scenario of approximately $6.5 billion (low seasonal inventory) to
$7.4 billion on (close to peak seasonal inventory) on domestic
inventory, receivables, and property, plant and equipment.

The $3.275 billion domestic senior secured credit facility, under
which Sears Roebuck Acceptance Corp. (SRAC) and Kmart Corporation
(Corp.) are the borrowers, is rated 'B/RR1', indicating
outstanding (90%-100%) recovery prospects in a distressed
scenario.  Holdings provides a downstream guarantee to both SRAC
and Kmart Corp. borrowings and there are cross-guarantees between
SRAC and Kmart Corp. The facility is also guaranteed by direct and
indirect wholly-owned domestic subsidiaries of Holdings which owns
assets that collateralize the facility.

The facility is secured primarily by domestic inventory which is
expected to range from $7 billion to $8.5 billion around peak
levels in November, and pharmacy and credit card receivables which
are estimated to be $0.5 billion.  The credit facility has an
accordion feature that enables the company to increase the size of
the credit facility or add a first-lien term loan tranche in an
aggregate amount of up to $1 billion and issue $750 million in
second-lien debt.  The credit agreement imposes various
requirements, including (but not limited to) the following: (1) if
availability under the credit facility is beneath a certain
threshold, the fixed-charge ratio as of the last day of any fiscal
quarter be not less than 1.0 times (x); (2) a cash dominion
requirement if excess availability on the revolver falls below
designated levels, and (3) limitations on its ability to make
restricted payments, including dividends and share repurchases.

The $1.25 billion second lien notes due October 2018 at Holdings
are also rated 'B/RR1'.  The notes have a second lien on all
domestic inventory and credit card receivables, essentially
representing the same collateral package that backs the $3.275
billion credit facility on a first-lien basis.  While Fitch has
not made a distinction between the first- and second-lien notes at
this point given the significant collateral backing the notes and
facility, it could do so in the future should Sears be able to
exercise the accordion feature under the credit facility, issue
additional second-lien notes or the assets serving as collateral
continue to decline materially.  The notes contain provisions
which require Holdings to maintain minimum asset coverage for
total secured debt (failing which the company has to offer to buy
notes sufficient to cure the deficiency at 101%).  The senior
unsecured notes are rated 'CCC/RR4', indicating average recovery
prospects (31% - 50%).  While the credit facility and second-lien
notes are overcollateralized currently and the spill-over could
provide better than average recovery prospects for the unsecured
bonds, factors considered in assigning the recovery rates include
the potential sizable claims under lease obligations and the
company's underfunded pension plan.  The SRAC senior notes are
guaranteed by Sears, which agrees to maintain SRAC's fixed-charge
coverage at a minimum of 1.1x.  In addition, Sears DC Corp. (SDC)
benefits from an agreement by Sears to maintain a minimum fixed-
charge coverage at SDC of 1.005x.  Sears also agrees to maintain
an ownership of and a positive net worth at SDC.

What Could Trigger a Rating Action
A negative rating action could result from further deterioration
in credit metrics or a significant decline in liquidity.  Although
Sears has the ability to potentially add $1.75 billion in secured
indebtedness under its covenants and pull other levers to shore up
liquidity, the magnitude of the decline in profitability and the
lack of visibility to turn around operations remain a major
concern.

A positive rating action could result from a sustained improvement
in comps and EBITDA to a level where the company is covering its
fixed obligations. This is not anticipated at this time.

Fitch has affirmed the ratings as follows:

Sears Holdings Corporation (Holdings)

  -- Long-term IDR at 'CCC';
  -- Secured bank facility at 'B/RR1';
  -- Second-lien secured notes at 'B/RR1';

Sears, Roebuck and Co. (Sears)

  -- Long-term IDR at 'CCC'.

Sears Roebuck Acceptance Corp. (SRAC)

  -- Long-term IDR at 'CCC';
  -- Short-term IDR at 'C';
  -- Commercial paper at 'C';
  -- Senior unsecured notes at 'CCC/RR4'.

Kmart Holding Corporation (Kmart)

  -- Long-term IDR at 'CCC'.

Kmart Corporation (Kmart Corp)

  -- Long-term IDR at 'CCC'.

Sears DC Corp. (SDC)

  -- Long-term IDR at 'CCC'';

The Rating Outlook is Negative.


SINO-FOREST: Ernst & Young Pays $117MM to Settle Investor Suit
--------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that Ernst & Young has
agreed to pay CA$117 million ($117.6 million) to settle its part
in a shareholder class action involving bankrupt Chinese timber
company Sino-Forest Corp. and others, an attorney said Monday, as
a Canadian regulator accused the auditor of securities law
violations.

Bankruptcy Law360 says Dimitri Lascaris of Siskinds LLP, an
attorney for the investors, told Law360 that "by Canadian
standards this is the largest auditor settlement ever."

                      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.


SIX FLAGS: Moody's Rates $600-Mil. Senior Unsecured Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Six Flags
Entertainment Corporation's (Six Flags) proposed $600 million
senior unsecured notes due 2021, and upgraded the credit facility
ratings of Six Flags Theme Parks Inc. (SFTP; Six Flag's wholly-
owned subsidiary) to Ba2 from B1. Moody's is transferring the B1
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to Six Flags from SFTP since Six Flags is now the top level
debt issuer within the organization. Six Flags' B1 PDR is one
notch above the prior B2 PDR at SFTP to reflect a change in the
mean family recovery rate from 65% to a 50% level that is typical
for companies with multiple classes of debt. Moody's updated the
loss given default assessments to reflect the revised debt
structure. The rating outlook is stable.

Assignments:

  Issuer: Six Flags Entertainment Corporation

    Corporate Family Rating, Assigned B1

    Probability of Default Rating, Assigned B1

    Speculative Grade Liquidity Rating, Assigned SGL-2

    Senior Unsecured Regular Bond/Debenture, Assigned B3,
    LGD5 - 79%

Upgrades:

  Issuer: Six Flags Theme Parks Inc.

    Senior Secured Bank Credit Facility (Revolver and Term Loans),
    Upgraded to Ba2, LGD2 - 25% from B1, LGD2 - 29%

Withdrawals:

   Issuer: Six Flags Theme Parks Inc.

    Corporate Family Rating, Withdrawn, previously rated B1

    Probability of Default Rating, Withdrawn, previously rated B2

    Speculative Grade Liquidity Rating, Withdrawn, previously
    rated SGL-4

Ratings Rationale

Six Flags plans to utilize the net proceeds from the proposed bond
offering to fund up to $350 million of share repurchases and other
general corporate purposes over the next 18 months, to repay its
$72 million term loan A and partially pay down its $860 million
term loan B. The increase in debt is negative and will raise debt-
to-EBITDA leverage to approximately 5.1x (LTM 9/30/12
incorporating Moody's standard adjustments, the partnership puts
as debt, and the proposed refinancing). The increase in debt and
leverage was anticipated in the November 27 change to the
company's rating outlook to stable from positive, which followed
SFTP's announcement that it planned to amend its credit facility
to provide greater flexibility to issue debt to fund additional
restricted payments by Six Flags.

Cash interest expense will also increase by roughly $16-$17
million. The planned share repurchases will reduce the dividend
outlay and could largely or fully offset the incremental cash
interest depending on the number of shares repurchased. Moody's
still considers the mix effect on cash uses to be negative as
dividends can be reduced or cut to preserve cash while interest is
not an outlay that can be voluntarily deferred or avoided.

Six Flags' B1 CFR reflects the sizable attendance and revenue
generated from the geographically diversified regional amusement
park portfolio, vulnerability to cyclical discretionary consumer
spending, high leverage, liquidity and funding risks associated
with minority holders' annual right to put their share of
partnership parks to the company, and event risk relating to
shareholder distributions and ownership transitions. The amusement
park industry is mature and operators must compete with a wide
variety of leisure and entertainment activities to generate
consumer interest, with attendance growth in the low single digit
range expected over the next 3-5 years. The new management team
installed in conjunction with the company's emergence from
bankruptcy in April 2010 has implemented significant operational
improvements to drive meaningful earnings growth. Moody's believes
ongoing operational initiatives including yield management and an
emphasis on season pass sales will continue to grow revenue and
earnings over the intermediate term, although there is downside
risk if the economy were to weaken. Moody's projects Six Flags'
will generate moderately positive free cash flow after the
recently increased dividend, and that debt-to-EBITDA leverage will
fall to a mid 4x range over the next two years.

The proposed notes will be guaranteed by substantially all wholly-
owned material domestic subsidiaries (this excludes the
partnership parks), and will be effectively subordinated to SFTP's
secured credit facility. The proposed note indenture permits
restricted payments if consolidated debt-to-cash flow (similar to
EBITDA) is less than 5.0x and the payments fall within an EBITDA -
- 1.5x interest basket. Dividends for the first three quarters of
2013, up to $350 million of share repurchases, and any payments
related to the partnership parks (including put obligations) are
nevertheless permitted without having to meet the 5.0x leverage
and EBITDA -- 1.5x builder basket at the time of payment (although
dividends for the second and third quarters of 2013 would count
against the builder basket). Incremental debt is permitted under
the indenture if consolidated debt-to-cash flow is less than 5.5x.
A credit facility up to $1.435 billion, the guarantee of HWP's
debt (Great Escape Lodge), and up to $45 million of Partnership
Park revolvers are permitted without having to meet the 5.5x debt-
to-cash flow incurrence ratio. Debt issued to fund Partnership
Park puts would need to meet the 5.5x incurrence test if not
funded within the credit facility carve-out.

Six Flags' SGL-2 rating is effectively an upgrade from the SGL-4
rating at SFTP. The change reflects that the bond offering
proceeds will temporarily increase cash (to approximately $630
million as of 9/30/12 pro forma for the offering) and improve the
company's liquidity position leading into the next partnership put
exercise period, depending on the timing of share repurchases.
Roughly $350 million of potential partnership puts are exercisable
annually from March 31 through late April and Six Flags must fund
any exercises by May 15th. Moody's also estimates Six Flags will
have seasonal cash needs of approximately $175 million over the
next 5-6 months. Moody's expects that the cash proceeds will be
utilized to repurchase stock over the next 12 months and the
speculative-grade liquidity rating is likely to return to SGL-4
once the proceeds are deployed.

The stable rating outlook reflects Moody's view that Six Flags
will continue to grow revenue and earnings absent significant
economic headwinds, generate modestly positive free cash flow, and
reduce debt-to-EBITDA to a mid 4x range by 2014.

Downward rating pressure could result if acquisitions, cash
distributions to shareholders, ownership transitions, or declines
in attendance and earnings driven by competition or a prolonged
economic downturn lead to debt-to-EBITDA above 5.75x or CFO less
capital spending-to-debt of less than 4%. Ratings could also be
pressured if liquidity weakens - including if concerns arise
regarding the company's ability to meet partnership put
obligations -- or the company's financial policies become more
aggressive.

A good liquidity position including sufficient cash, projected
free cash flow and committed financing to fully cover potential
partnership park put exercises would be necessary for an upgrade.
Stable to improving operating performance and margins, management
of shareholder distributions within excess cash and free cash
flow, and a conservative leverage profile could position the
company for an upgrade. Increased financial capacity to manage
event risks such as debt-to-EBITDA in a low 4x range or lower and
strong CFO less capital spending-to-debt would be necessary for an
upgrade.

Six Flags' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Six Flags' core industry and
believes Six Flags' ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Six Flags, headquartered in Grand Prairie, TX, is a regional theme
park company that operates 18 North American parks. The park
portfolio includes 14 wholly-owned facilities (including parks
near New York City, Chicago and Los Angeles) and three
consolidated partnership parks - Six Flags over Texas (SFOT), Six
Flags over Georgia (SFOG), and White Water Atlanta - as well as
Six Flags Great Escape Lodge, which is a consolidated joint
venture. Six Flags currently owns 53.0% of SFOT and approximately
30.5% of SFOG/White Water Atlanta. Revenue including full
consolidation of the partnership parks and joint venture was
approximately $1.06 billion for the LTM period ended 9/30/12.


SK & HJS: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: SK & HJS, Inc.
        dba Rodeway Inn
            America's Best Value Inn
            Budget Inn & Suites
        9900 Niagara Falls Boulevard
        Niagara Falls, NY 14304

Bankruptcy Case No.: 12-13649

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Richard G. Berger, Esq.
                  403 Main Street, Suite 705
                  Buffalo, NY 14203
                  Tel: (716) 852-8188
                  E-mail: rgbergerlaw@yahoo.com

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

Estimated Debts: $500,001 to $1,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Kiran Samuel, president.


SNO MOUNTAIN: Trustee Seeks Bankruptcy Loan for Resort
------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that the
Chapter 11 trustee in charge of Pennsylvania's Sno Mountain wants
to borrow nearly $500,000 to fund the ski resort's restructuring.

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.


SOLUTION HOME: Case Summary & 17 Unsecured Creditors
----------------------------------------------------
Debtor: Solution Home Buyers USA, LLC
        5223 Avenida Navarra
        Sarasota, FL 34242

Bankruptcy Case No.: 12-18322

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  DAVID W. STEEN, PA
                  13902 North Dale Mabry Highway, Suite 110
                  Tampa, FL 33618
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  E-mail: dwsteen@dsteenpa.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 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-18322.pdf

The petition was signed by Dr. Joseph A. Gaeta, Jr., president of
JARS Management, Inc., managing member.

Related entities that filed separate Chapter 11 petitions:

        Entity                          Case No.     Petition Date
        ------                          --------     -------------
Celebrity Smiles Dental Care, LLC       12-18320          12/04/12
Joseph A Gaeta, Jr.                     12-18321          12/04/12


SOUTH FRANKLIN: Court Approves Restructuring Plan
-------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that a
bankruptcy judge has signed off on South Franklin Circle's
restructuring plan, a little more than a month after the Ohio
retirement community sought Chapter 11 protection.

As reported by the Troubled Company Reporter on Oct. 31, 2012, the
Debtor's bankruptcy plan is designed to reduce secured debt by
40%.  The general unsecured claimants and equity holders are
unaffected by the Plan.

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

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

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

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

                    About South Franklin Circle

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

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

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

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

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


STARZ LLC: Netflix-Disney Deal No Impact on Moody's Ba2' CFR
------------------------------------------------------------
Moody's Investors Service said that Starz, LLC's Ba2 Corporate
Family Rating (CFR) and stable rating outlook are not affected by
Netflix Inc.'s (Netflix; Ba2, review for downgrade) announcement
that it signed an exclusive licensing agreement with The Walt
Disney Company (Disney; A2, stable), but the agreement is a credit
negative development for Starz that highlights its vulnerability
in the evolving content distribution landscape and could create
downward pressure on Starz's ratings.

The principal methodology used in rating Starz is the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Starz, headquartered in Englewood, Colorado, supplies television
and movie programming to U.S. multichannel video distributors
including cable, direct broadcast satellite, and telecommunication
service providers. Primary operations consist of the Starz and
Encore premium cable networks. Starz Media operates home video and
theatrical distribution businesses as well as other programming-
related services including managing for a distribution fee the
ancillary revenue and expenses of Starz's original programming
content. Revenue for the 12 months ended September 2012 were
approximately $1.6 billion.


STONEGATE PROPERTIES: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Stonegate Properties, Inc.
        16010 19 Mile Road, Suite 102
        Clinton Township, MI 48038

Bankruptcy Case No.: 12-66411

Chapter 11 Petition Date: December 4, 2012

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

Judge: Thomas J. Tucker

Debtor's Counsel: Robert A. Peurach, Esq.
                  DAKMAK PEURACH, P.C.
                  615 Griswold, Suite 920
                  Detroit, MI 48226
                  Tel: (313) 964-0800
                  E-mail: rpeurach@gdakmak.com

Scheduled Assets: $2,402,120

Scheduled Liabilities: $1,221,159

The petition was signed by Dennis Dean, president.

The Company's list of its largest unsecured creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
American Express                   Charges                    $534
Box 0001
Los Angeles, CA 90096-8000


SUN HEALTHCARE: S&P Withdraws 'B' CCR on Completed Genesis Sale
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating, on Irvine, Calif.-based Sun
Healthcare Group Inc. upon completion of the sale of the company
to Genesis HealthCare Group LLC. Upon completion of the sale, all
of Sun's rated debt has been repaid.


THELEN LLP: Ch. 11 Trustee Seeks OK of $1.4MM Citibank Settlement
-----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Thelen LLP's Chapter
7 trustee asked a New York bankruptcy judge Tuesday to approve a
stipulation under which the debtor will pay $1.4 million to close
out Citibank NA's $7.5 million claim for administrative costs
against the defunct law firm.

Bankruptcy Law360 relates that Yann Geron asked U.S. Bankruptcy
Judge Allan L. Gropper to approve the stipulation, which fixes and
allows the balance due on Citibank's secured claim and authorizes
him to pay the money from the Debtor's estate.

                         About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


THORNBURG MORTGAGE: Final Approval of Class Settlement On Hold
--------------------------------------------------------------
District Judge James O. Browning in New Mexico last week withheld
final approval of a $2 million settlement of a shareholder class
action lawsuit against Thornburg Mortgage Inc. and its former
officers and directors.

In a Nov. 26 order, Judge Browning granted, in part, a motion
filed by former Thornburg Mortgage Inc. shareholders for final
approval of a proposed settlement, plan of allocation and
certification of class for settlement purposes.  Judge Browning
said the proposed Class meets the requirements of Rule 23 of the
Federal Rules of Civil Procedure.  The judge said he will certify
the Class for settlement purposes only.  The judge then held that
the Settlement will be fair and reasonable, and will address the
concerns of objecting parties, if: (i) a second distribution of
the un-cashed checks is made to Class members who cashed their
checks in the first distribution; and (ii) a judgment reduction
provision is added to the Settlement Order.

The shareholders launched a class suit against Thornburg and its
officers and directors over the company's collapse.  The primary
issues in the shareholders' motion are: (i) whether the proposed
Class meets the requirements of Rule 23 and may be certified for
settlement purposes; (ii) whether the proposed Settlement of
$2,000,000 is fair and reasonable; and (iii) whether the requested
attorneys' award for 20% of the $2,000,000 recovery, in addition
to costs, is reasonable.  The settlement amount would be taken
from the directors and officers insurance.

Several parties objected to the settlement.  One objecting
shareholder argued the Settlement is "favorable" to the attorneys,
yet shareholders will "not receive a penny a share."  That
shareholder pointed out that, after attorneys are paid, only
$1,200,000 will be left to share amongst at least 200,000,000
shares, resulting in shareholders not receiving a penny a share.

The settling shareholders responded that, while the raw
mathematics of the Settlement would seem to indicate that
$2,000,000 will be divided amongst 200,000 Class members and
amount to $0.01 per share, the actual amount received by Class
members should be higher, because not everybody will submit a
claim.  They also noted that the the recovery of $2,000,000 was
not a "home run" for either the class or the counsel, but that the
amount was the best available under the circumstances -- where a
corporate defendant had left the litigation, and the class action
had done well enough to survive a motion to dismiss.  They also
asserted that taking the $2,000,000 out of the D&O insurance would
be a better outcome than trying to achieve a summary judgment or
success at trial against the Individual Defendants.

Judge Browning said the Court cannot order the parties to agree to
a settlement over their objection.  If the parties do not agree to
these revisions, the Court believes the Settlement would not be
fair and reasonable, and will not approve the Settlement.  If
there is no approved settlement, the parties are free to negotiate
different settlement terms and petition the Court for approval in
the future, or the parties may proceed to trial.

The Court directed the parties to file no later than Nov. 29,
2012, a brief or letter stating whether the conditions for
approval that the Court set forth here are acceptable and, if so,
a new settlement or at the least the pages reflecting the changes
and highlighting the changes, so that the Court can enter final
judgment.  If more time is needed, the parties are to report this
to the Court. After the distributions are made, the parties are to
file a report stating precisely who received what and how much.

Meanwhile, Judge Browning ruled that the requested attorneys'
award is reasonable.  Accordingly, the Court awarded attorneys'
fees of $400,000 and expenses of $243,145.

The case is In re Thornburg Mortgage, Inc. Securities Litigation,
No. CIV 07-0815 JB/WDS (D. N.M.).  A copy of the Court's Nov. 26,
2012 Memorandum Opinion and Order is available at
http://is.gd/Qy9ctJfrom Leagle.com.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TIMOTHY BLIXSETH: Hit With $41MM Judgment Over Resort's Bankruptcy
------------------------------------------------------------------
The Associated Press reports U.S. Bankruptcy Judge Ralph Kirscher
has finalized a $41 million judgment against the founder of a
private Montana ski resort that fell into bankruptcy soon after
his departure.  Judge Kirscher said Wednesday that Yellowstone
Club founder Tim Blixseth was responsible for financial damages to
creditors stemming from the club's 2008 bankruptcy.

The report says Judge Kirscher's decision is in line with a 2010
ruling that was appealed by both Mr. Blixseth and the club's
creditors, who alleged damages topping $286 million.  Judge
Kirscher, the AP says, subtracted damages to Credit Suisse because
the financial firm knew a 2005 loan to the club would be diverted
for Mr. Blixseth's personal use.

The AP says creditors' attorney Charles Hingle says no decision
has been made regarding an appeal of the ruling.  The report also
notes Mr. Blixseth could not be reached for comment.

                     About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).
The Company's owner affiliate, Edra D. Blixseth, filed for
Chapter 11 protection on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The club hired FTI Consulting Inc.
and Ronald Greenspan as CRO.  The official committee of unsecured
creditors were represented by Parsons, Behle and Latimer, as
counsel, and James H. Cossitt, Esq., at local counsel.  Credit
Suisse, the prepetition first lien lender, was represented by
Skadden, Arps, Slate, Meagher & Flom.


TITANIUM GROUP: Incurs $115,500 Net Loss in Third Quarter
-----------------------------------------------------------
Titanium Group Limited filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of US$115,513 on US$908,295 of revenue for the three months ended
Sept. 30, 2012, compared with net income of US$380,043 on US$2.02
million of revenue for the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of US$282,752 on US$3.08 million of revenue, compared
with net income of US$113,129 on US$4.19 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed US$6.73
million in total assets, US$6.89 million in total liabilities and
a US$166,599 total stockholders' deficit.

For the nine months ended Sept 30, 2012, the Group incurred
accumulated losses of US$1,182,959.  The continuation of the Group
as a going concern through Sept. 30, 2013, is dependent upon the
continuing financial support from its stockholders.  Management
believes the existing majority stockholders will provide the
additional cash to meet with the Company's obligations as they
become due.

"These factors raise substantial doubt about the Company's ability
to continue as a going concern."

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

                        http://is.gd/vOQGLJ

                       About Titanium Group

Wanchai, Hong Kong-based Titanium Group Limited, through its
wholly owned subsidiary Shenzhen Kanglv Technology Ltd., is
engaged in the manufacture and sales of electronic cable products
in the PRC.  Shenzhen Kanglv's principal products are various
types of computer cables, such as HDMI, DVI, VGA and USB cables,
as well as electric power cables.


TRIDENT RESOURCES: S&P Revises Outlook on 'B-' CCR to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Alberta-
based Trident Resources Corp. to negative from stable. At the same
time, Standard & Poor's affirmed its 'B-' long-term corporate
credit and 'B' senior unsecured debt ratings on subsidiary Trident
Exploration Corp. "The '2' recovery rating on the unsecured notes
is unchanged, and indicates our expectation of substantial (70%-
90%) recovery in a default scenario," S&P said.

"The outlook revision reflects our expectation that weakening gas
prices will stress Trident's cash flow such that it would be
unable to fund its fixed charges through internally generated
funds from operations beyond 2013," said Standard & Poor's credit
analyst Aniki Saha-Yannopoulos. "We acknowledge that the above-
market price gas hedges in place will provide Trident with
sufficient cash flow to fund capex and finance expenses through
2013; nevertheless, we believe the company needs external funding
to sustain its current operations into 2014. We believe, under our
price assumptions and given no change in the existing capital
structure, that the company could breach its financial covenant in
2013," Ms. Saha-Yannopoulos added.

The ratings on Trident reflect Standard & Poor's view of the
company's "vulnerable" business risk profile and "highly"
leveraged' financial risk profile. "We assess management as
'fair'. The ratings reflect what Standard & Poor's views as
Trident's operations in the exploration and production (E&P)
industry, exposure to natural gas prices, deteriorating credit
measures, and less than adequate liquidity. That 70% of the
company's 2013 gas production is hedged at above market prices
marginally offsets the weaknesses, in our opinion," S&P said.

"Trident is a small E&P company with most of its coal bed methane
production from Alberta. As of Dec. 31, 2011, the company had a
reserve base of 412 billion cubic feet equivalent and an average
production of about 65 million cubic feet a day for third quarter
of 2012. As of Sept. 30, 2012, it had about C$300 million in
adjusted debt, which includes adjustments for accrued interest
(about C$7 million) and asset-retirement obligations (about $16
million)," S&P said.

"The negative outlook reflects Standard & Poor's expectations that
Trident's credit measures will weaken into 2013. Although the
company's existing hedges and capital flexibility will allow the
funding of 2013 capex plans, we believe in the long term,
Trident's operations are unsustainable at current natural gas
prices unless the company reduces debt levels," S&P said.

"We will consider a downgrade if Trident cannot secure any
additional funding, most probably through its strategic review
process, or its liquidity continues to deteriorate. We will also
likely take a negative rating action if the company's strategic
review process is not at or near completion by mid-2013," S&P
said.

"We could revise the outlook to stable if we view Trident's
liquidity to be adequate, such that it can fund its maintenance
capex and financing expenses through internally generated cash
flow, while managing to sustain its business. Given the company's
current operational profile and our pricing assumptions, we view a
positive action as highly unlikely in the next 12-18 months," S&P
said.


T.F. RELOCATORS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: T.F. Relocators, Inc.
        dba Texas Freight Relocators
        P.O. Box 1068
        Kennedale, TX 76060

Bankruptcy Case No.: 12-46694

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Stephen Michael Stasio, Esq.
                  STASIO & STASIO, P.C.
                  303 Main Street, Suite 302
                  Fort Worth, TX 76102
                  Tel: (817) 332-5113
                  Fax: (817) 870-0335
                  E-mail: steve.stasio@stasiolawfirm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-46694.pdf

The petition was signed by Carleton Kirk Austin, president.


TRAILING VINE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Trailing Vine Place, LP
        2812 Trailing Vine
        Houston, TX 77373

Bankruptcy Case No.: 12-39016

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $4,505,170

Scheduled Liabilities: $3,385,205

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/txsb12-39016.pdf

The petition was signed by Alan Longhurst, president of GP.


VISANT CORP: Moody's Cuts CFR/PDR to 'B3'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Visant Corporation to B3 from
B2. In addition, Moody's downgraded the $165 million revolving
credit facility and $1,250 million senior secured term loan to B1
(LGD 2, 29%) from Ba3 (LGD 3, 31%). In addition, Moody's
downgraded the $750 million senior unsecured notes to Caa2 (LGD 5,
83%) from Caa1 (LGD 5, 85%). The rating outlook is stable.

The downgrade of Visant's Corporate Family Rating reflects greater
than expected declines in EBITDA and cash flow, which has resulted
in very high leverage. Moody's expects further declines in 2013
which will limit any credit metric improvement.

The following ratings were downgraded:

  Corporate family rating to B3 from B2

  Probability of default rating to B3 from B2

  $1,250 million proposed senior secured term loan due 2015 to B1
  (LGD 2, 29%) from Ba3 (LGD3, 31%);

  $165 million proposed revolving credit facility due 2016 to B1
  (LGD 2, 29%) from Ba3 (LGD3, 31%)

  $750 million proposed senior unsecured notes due 2017 to Caa2
  (LGD 5, 83%) from Caa1 (LGD 5, 85%)

The following rating was assigned:

  SGL-2 Speculative Grade Liquidity Rating

Rating Rationale

The B3 Corporate Family Rating reflects Visant's very high
leverage and declining earnings and cash flow trends that will
limit credit metric improvement. Moody's expects that weak
consumer spending will result in further EBITDA declines,
resulting in leverage remaining over 7 times through 2013. The
company recently provided guidance that EBITDA will decline in the
fourth quarter 2012 at a similar amount to the third quarter (-
14.7%). Moody's expect pressures to remain in 2013 with revenue
and EBITDA declining in the low to mid single digit percentage
range. However, the rating is supported by Visant's leading market
positions, strong operating margins and good free cash flow.

The stable outlook reflects the benefit of cost cutting
initiatives in 2013 and the expansion of the profitable samples
business, which should moderate EBITDA and cash flow declines as
compared to 2012. Moody's also notes the company's good liquidity
profile with the nearest debt maturity being the revolver in 2015.

A downgrade could occur if earnings decline more than expected and
result in materially higher leverage or cause a deterioration in
liquidity. For example, if compliance with the covenants under the
credit facility become less certain the rating could be
downgraded.

An upgrade is unlikely in the near term given that unfavorable
earnings and cash flow trends will make material deleveraging
unlikely in the near term. However, longer-term, the ratings could
be upgraded if the company achieves debt to EBITDA of under 5.5
times and free cash flow to debt in excess of 4% for a sustainable
period of time. Other considerations that could contribute to an
upgrade would be strategic initiatives that would fuel growth and
enhance the company's geographic diversity.

The principal methodology used in rating Visant Corporation was
the Global Consumer Durables 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.

The Visant Corporation, headquartered in Armonk, New York, is a
leading marketing and publishing services enterprise, services
school affinity, direct marketing, fragrance and cosmetics
sampling and educational publishing markets. The company has 3
segments: Scholastic (mostly class rings and other graduation
products), Memory Book (mostly school yearbooks) and Marketing and
Publishing Services (mostly magazine inserts and other innovative
direct marketing products). The company reported revenue of
approximately $1.2 billion for the last twelve months ended
September 29, 2012.


VITESSE SEMICONDUCTOR: Incurs $1.1-Mil. Net Loss in Fiscal 2012
---------------------------------------------------------------
Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.11 million on $119.48 million of net
revenues for the year ended Sept. 30, 2012, a net loss of $14.81
million on $140.96 million of net revenues for the year ended
Sept. 30, 2011, and a net loss of $20.05 million on $165.99
million of net revenues for the year ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$56.61 million in total assets, $80.63 million in total
liabilities and a $24.01 million total stockholders' deficit.

"Vitesse achieved our goal of operating profitability in the
fourth quarter and for fiscal year 2012," said Chris Gardner, CEO
of Vitesse.  "In 2012, we demonstrated organizational agility in a
tough market environment and increased operating income by over
$12 million compared to 2011.  We improved our financial leverage,
reducing overall year-over-year operating expenses by 27%, and
increased our cash position by nearly $7 million, or 38%.  In
addition, our continued investment in R&D allowed us to
dramatically scale our product feature set and capabilities to
meet evolving market needs.  The introduction of Vitesse's
patented VeriTime synchronization technology for 4G/LTE drove
growth in our new product portfolio and reinforced our product
leadership.

"In fiscal year 2012, Vitesse's total new product revenue
increased 111% from fiscal year 2011.  Looking ahead, these new
products will drive our growth.  In the last two years, we
captured over 600 design wins with an estimated lifetime revenue
of $500 million.  Nearly 50 percent of our design wins were in the
new IP Edge market, particularly Mobile Access, capturing multiple
wins with nine of the market share leaders.  We continue to expect
revenues from our new products to double from 2012 to 2013 and
double again in 2014."

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

                        http://is.gd/ohamQU

                     2013 Executive Bonus Plan

On Nov. 28, 2012, the Company's Board of Directors adopted the
Fiscal Year 2013 Executive Bonus Plan to provide members of the
executive staff of the Corporation with the opportunity to earn
incentive bonuses based on (1) the Company's attainment of
specific financial performance objectives for the fiscal year and
(2) the executive's achievement of designated personal goals.

A participant's bonus under the Plan will be based on the Company
achieving a certain level of Adjusted EBITDA during the fiscal
year and upon the participant achieving certain individual
personal goals established by the Chief Executive Officer of the
Company.

Bonus payments, if earned, will be paid by the end of the first
quarter of Fiscal Year 2014, or as soon as practicable after
determination and certification of the actual financial
performance levels for the year and grant of approval by the
Compensation Committee of the Board of Directors of the Company in
a duly held meeting, but, in no event, later than March 15, 2014.
A participant's right to receive a bonus will become vested if the
participant is continuously employed by the Company without
performance deficiencies until Sept. 30, 2013.

"Adjusted EBITDA" is defined under the Plan as net income before
interest, expenses for taxes, depreciation, amortization, deferred
stock compensation, and non-recurring professional fees.  The
Administrator may, from time-to-time, make other exceptions to the
definition as it deems appropriate with respect to unusual or non-
recurring events such as balance sheet adjustments, mergers,
acquisitions, and divestitures.

The Chief Executive Officer has the authority to propose
additional bonus amounts above those provided for in the plan for
the consideration of, and approval by, the Compensation Committee
and will be responsible to ensure that estimated bonuses,
including any proposed amounts above the amounts indicated in the
Plan, not yet approved by the Compensation Committee, are
accounted for in accordance with generally accepted accounting
principles.

                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.


VITESSE SEMICONDUCTOR: Raging Capital Wants to Inspect Records
--------------------------------------------------------------
Raging Capital Fund, LP, on Nov. 27, 2012, delivered to Vitesse
Semiconductor Corporation a letter requesting to inspect a
complete list of the Company's stockholders and certain other
corporate records as permitted by applicable state law.  The
purpose of the Stockholder List Demand Letter is to enable Raging
Capital Fund, on behalf of itself and its affiliates, to
communicate with the Company's stockholders in connection with the
election of directors at the Annual Meeting and any other matters
that may properly come before the Annual Meeting.

Raging Capital and its affiliates beneficially own 3,491,127
shares of common stock of the Company representing 13.5% of the
shares outstanding as of Nov. 27, 2012.

A copy of the regulatory filing is available for free at:

                        http://is.gd/vqtcAf

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed
$56.61 million in total assets, $80.63 million in total
liabilities, and a $24.01 million total stockholders' deficit.


VITRO SAB: Texas Bankr. Judge Places 10 Units in Chapter 11
-----------------------------------------------------------
Bankruptcy Judge Harlin Dewayne Hale ruled that orders for relief
should be entered against:

     * Vitro Asset Corp.,
     * Vitro Chemicals, Fibers & Mining, LLC,
     * Troper Services, Inc.,
     * Amsilco Holdings, Inc.,
     * B.B.O. Holdings, Inc.,
     * Binswanger Glass Company,
     * Crisa Corporation,
     * VVP Auto Glass, Inc.,
     * V-MX Holdings, LLC, and
     * Vitro Packaging, LLC.

Involuntary Chapter 11 petitions were filed against these
companies but were later dismissed by the bankruptcy court in
April 2011.  The dismissal orders, however, were vacated by the
District Court, and the matter was remanded to the Bankruptcy
Court.

Vitro Packaging, Vitro Chemicals and VVP Auto Glass are operating
companies; the rest are non-operating companies.

In Knighthead Master Fund, L.P. v. Vitro Packaging, LLC (In re
Vitro Asset Corp.), No. 3:11-CV-2603-D (N.D. Tex. Aug. 28, 2012),
the U.S. District Court for the Northern District of Texas vacated
two Bankruptcy Court orders and remanded to the Bankruptcy Court
for further proceedings.  In April 2011, the Bankruptcy Court
denied involuntary Chapter 11 petitions filed by Knighthead Master
Fund, L.P., Brookville Horizons Fund, L.P., Davidson Kempner
Distressed Opportunities Fund L.P., and Lord Abbett Bond-Debenture
Fund, Inc. against 12 of the U.S. subsidiaries of Vitro, S.A.B. de
C.V.  Initially, involuntary petitions were filed against
additional subsidiaries of Vitro SAB, but these subsidiaries --
Vitro America LLC, Super Sky International Inc., Super Sky
Products Inc., and VVP Finance Corporation -- successfully moved
for entry of orders for relief on April 6, 2011.  One of the 12
subsidiaries, VVP Holdings, Inc., filed a voluntary Chapter 11
petition on June 2, 2011. They have proceeded to liquidate assets
in Chapter 11, have converted their cases to Chapter 7, and a
Chapter 7 Trustee, Scott Seidel, is now administering the
remaining assets.

A copy of Judge Hale's Dec. 4, 2012 Memorandum Opinion is
available at http://is.gd/MYkM2Zfrom Leagle.com.

                           *     *     *

Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that Vitro Assets Corp. and nine affiliates
argued that guarantees contained in indentures were limited in
nature, requiring calculations and raising factual issues and
therefore an involuntary bankruptcy wasn't valid under the
bankruptcy code.  On remand from the U.S. District Court, where an
earlier decision regarding the involuntary petitions had been
appealed, in a detailed 15-page memorandum U.S. Bankruptcy Judge
Harlin Hale ruled that Vitro and its nine units will be subject to
involuntary petitions because there was no "bona fide," or
genuine, dispute as to the amount of the debts owed by the Vitro
units.

According to the Bloomberg report, Judge Hale rejected Vitro's
argument that the amount of the debt posed "complex disputed
factual issues" related to guarantees in the indentures.  Judge
Hale found that the validity of the guaranty limitation provision
of the indentures was governed by New York law.  He noted that
Vitro had already litigated the question in the New York courts,
which had held that the clauses in Vitro's indentures weren't
limitations on liability, but rather a "savings clause," which
would keep the notes from being tossed aside entirely if the
guarantees were found to be fraudulent transfers, Judge Hale
wrote.

The Vitro units must also face the involuntary proceedings because
of the special circumstances exception to U.S. Bankruptcy Code
Section 303(b)(1), Judge Hale determined.  Judge Hale noted that
at the final hearing on Oct. 5, 2012, the alleged debtors
revealed to the court for the first time that the stock of one
of the debtor's had been sold, and several of the debtors had
"been reincorporated in the Bahamas," according to the memorandum.
In addition, Vitro Asset entered into a stock purchase agreement
"sixteen days after the court entered an order confirming
dismissal of the involuntary petitions."

Bloomberg adds that the order directing dismissal had been
appealed from, resulting in a decision by the U.S. District Court,
and, ultimately, remand to the bankruptcy court.

The creditors that have pursued Vitro into involuntary bankruptcy
are Knighthead Master Fund LP, Brookville Horizons Fund, L.P.,
Davidson Kempner Distressed Opportunities Fund, L.P., and Lord
Abbott Bond-Debenture Fund, Inc.

The involuntary Chapter 11 case against U.S. subsidiaries
is In re Vitro Asset Corp., 11-32600, U.S. Bankruptcy Court,
Northern District of Texas (Dallas).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November, the U.S. Court of Appeals Judge Carolyn King ruled
that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.


W.T. HARVEY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: W.T. Harvey Lumber Company
        800 15th Street
        Columbus, GA 31901
        Tel: (706) 322-8204

Bankruptcy Case No.: 12-41182

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Columbus)

Judge: John T. Laney, III

Debtor's Counsel: Fife M. Whiteside, Esq.
                  FIFE M. WHITESIDE, P.C.
                  P.O. Box 5383
                  Columbus, GA 31906
                  Tel: (706) 320-1215
                  E-mail: whitesidef@mindspring.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gamb12-41182.pdf

The petition was signed by Bailey Gross, president/CEO.


WESTERN BIOMASS: Midwest Renewable Lawsuit Goes to Bankr. Court
---------------------------------------------------------------
Pursuant to NEGenR 1.5(a)(1) and 28 U.S.C. Sec. 157, MIDWEST
RENEWABLE ENERGY, LLC, a Nebraska Limited Liability Co.,
Plaintiff, v. WESTERN BIOMASS ENERGY, LLC, KL PROCESS DESIGN
GROUP, LLC, KL ENERGY CORP., and RANDALL P. KRAMER, Defendants,
No. 7:11CV5009 (D. Neb.), is referred to the Bankruptcy Court for
the District of Nebraska following Western Biomass Energy's
Chapter 11 bankruptcy filing, Nebraska Magistrate Judge Thomas D.
Thalken ruled in a Dec. 3 Order available at http://is.gd/oMFRNL
from Leagle.com.

Rapid City, South Dakota-based Western Biomass Energy, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Wyo. Case No. 12-21085) in
Cheyenne on Oct. 31, 2012.  Stephen R. Winship, Esq., at Winship &
Winship, PC, in Casper, Wyoming, serves as the Debtor's counsel.
The Debtor scheduled $2,885,146 in assets and $35,367,502 in
liabilities.  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/wyb12-21085.pdf The petition was
signed by Thomas Bolan, manager.


WHIRLPOOL CORP: Moody's Affirms '(P)Ba1' Sub. (Shelf) Rating
------------------------------------------------------------
Moody's Investors Service changed Whirlpool Corporation's rating
outlook to positive from stable due to its expectation that
Whirlpool's credit profile and earnings will continue to improve
despite fiscal and overall macroeconomic concerns in the US and
the affect that they would have on demand over the next few
quarters. At the same time, all ratings were affirmed including
the Baa3 senior unsecured rating and the Prime-3 commercial paper
rating.

"We believe Whirlpool's improved cost structure, improving demand
trends in North America and increasing signs of stability in the
US housing market will enable the company to continue improving
its profitability and credit metrics," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service. "We still have a
positive view of Whirlpool despite the soft demand trends in
Europe and our recognition that the recent demand improvement in
Latin America is likely temporary because of the Brazil tax
holiday," noted Cassidy. Moody's also understands that the $200
million remaining in BEFIEX Brazilian tax credits will likely be
depleted in 2013 or 2014. "Despite these headwinds, we think
Whirlpool's lower cost structure and our expectation of demand
improvement in the US will enable Whirlpool to keep leverage below
3 times and approaching 2.5 times," Mr. Cassidy said.

The following ratings were affirmed:

Senior Unsecured -- Baa3;

Senior Unsecured (Shelf) -- (P) Baa3;

Subordinated (Shelf) -- (P) Ba1;

Commercial Paper -- Prime-3

Rating Rationale

Whirlpool's Baa3 rating reflects its significant scale with
revenue over $18 billion, considerable geographic diversification
throughout the world, a very strong brand name and strong
liquidity profile. The rating also reflects good credit metrics
with retained cash flow to net debt around 25% (excluding one-time
charges) and debt to EBITDA under 3.0 times. Credit metrics will
likely improve modestly over the next 12-18 months based on
Moody's expectation of improving demand trends in North America
and Whirlpool's lower cost structure driven by previous
restructuring actions. Moody's expects demand improvement in North
America largely because of the increasing signs of stability in
the US housing market and gradual economic expansion. The ratings
are constrained by the uncertainties created by fiscal and
macroeconomic issues in the US and the affect that they would have
on consumer demand, and Whirlpool's profitability and cash flow.

The positive outlook reflects Moody's belief that the combination
of expected improvement in demand for North America appliances and
Whirlpool's improved cost structure should result in further
progress in returning profitability and credit metrics close to
pre-recession levels over the next 12-18 months.

If Whirlpool can improve its profitability and credit metrics to
pre-recession levels in the face of various economic uncertainties
its rating could be upgraded. Specifically, an upgrade would
require debt to EBITDA approaching 2.5 times (currently 2.8
times), EBITA margins remaining around 6.5% (presently 6.4%), and
retained cash flow to net debt sustained above 30%. Stability in
overall demand trends is also necessary for an upgrade to be
considered.

While unlikely at this time, ratings could be downgraded if North
America appliance demand significantly decreases or operating
performance otherwise weakens. Key credit metrics that could drive
a downgrade would be debt to EBITDA sustained above 4 times, EBITA
margins approaching 3%, or retained cash flow to net debt
sustained below 20%. Although improbable, additional factors that
could result in a downgrade include: an inability to cut costs
further to offset uncertain demand; a change in consumer-spending
patterns whereby replacement purchases no longer account for about
half of sales; or an inability to access credit markets at
reasonable rates to refinance upcoming debt maturities.

The principal methodology used in this rating was the Global
Consumer Durables methodology published in October 2010.

Based in Benton Harbor, MI, Whirlpool Corporation manufactures and
markets a full line of major appliances and related products
including laundry appliances, refrigerators and freezers, cooking
appliances and other appliance products. The company markets
products under several brands including Whirlpool, Maytag,
KitchenAid and several others. The company reported net sales of
approximately $18.4 billion for the twelve months ended September
30, 2012.


WINONA INN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Winona Inn Limited Partnership
          dba Quality Inn Winona
              Best Western Plus 4 Presidents Lodge
        2246 Floral Drive
        St. Paul, MN 55110

Bankruptcy Case No.: 12-36767

Chapter 11 Petition Date: December 4, 2012

Court: U.S. Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Kathleen H. Sanberg

Debtor's Counsel: Joseph W. Dicker, Esq.
                  JOSEPH W. DICKER, P.A.
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873
                  E-mail: joe@joedickerlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mnb12-36767.pdf

The petition was signed by Mark L. Arend, president of general
partner.


WORLD HEALTH: Ex-CEO Faces 11-Years in Prison for Fraud
-------------------------------------------------------
Joe Mandak at The Associated Press reports that Richard McDonald,
the former chief executive of a western Pennsylvania medical
billing and staffing firm, has been sentenced to nearly 11 years
in prison for securities fraud and tax evasion in a penny stock
scheme that cost shareholders tens of millions of dollars.

According to the report, federal prosecutors said Mr. McDonald
siphoned money from World Health Alternatives and manipulated
records to hide $2.3 million in unpaid payroll taxes.  They also
said he fudged documents overstating loans he made to the company
and financial statements used to fool auditors and shareholders.

The AP says prosecutors initially claimed the scheme cost
investors $200 million but allowed Mr. McDonald to be sentenced on
a figure of $41 million, the agreed-upon loss on which his April
guilty plea was based.

The AP relates the investors lost money when the scheme was first
uncovered in August 2005, as Mr. McDonald resigned and shares of
the company plummeted from $3.55 to 49 cents each.  Meanwhile,
prosecutors contend, Mr. McDonald lined his pockets with the
$6 million he stole before the firm filed Chapter 11 bankruptcy.

The report says U.S. District Judge Joy Flowers Conti imposed a
lesser sentence -- 130 months -- than Assistant U.S. Attorney
Shaun Sweeney sought partly because Mr. McDonald has helped
prosecutors investigate his case and bankruptcy trustees and
others rebuild the company, which Mr. Sweeney said is now
profitable under a new name.

The sentence essentially split the difference between the sentence
Mr. McDonald's attorney sought and the term Mr. Sweeney said was
warranted by federal sentencing guidelines.  The guidelines assign
a numerical score to crimes based on various factors, in this case
the amount of the shareholders' loss, the fact that Mr. McDonald
endangered the solvency of a publicly traded company, and because
the scheme had more than 10 victims, according to AP.

The AP notes but defense attorney Tina Miller argued those
sentencing enhancements amount to piling on.  She noted that
Gregory Podlucky, who was convicted of looting his southwestern
Pennsylvania soft-drink firm, Le-Natures, is serving only 20 years
in prison for an accounting scheme that cost lenders, vendors and
investors $684 million and siphoned $30 million to him from the
now-defunct firm.  Mr. Podlucky was sentenced last year.

The AP relates Mr. Sweeney said shareholder debts were settled
through civil litigation for pennies on the dollar.  Any victims
who still felt they were owed money were asked to present claims
at sentencing and only one did, an Indiana woman who lost $39,000.
The report adds Mr. McDonald must start paying her back from a
share of his prison wages then must pay $100 monthly once he's
released on probation.

                  About World Health Alternatives

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives Inc. -- http://www.whstaff.com/-- is a premier
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).
Stephen M. Miller, Esq. at Morris James LLP and Felton E. Parrish,
Esq. at King & Spalding LLP represented the Debtors.  Edward J.
Kosmowski, Esq., and Erin Edwards, Esq., at Young, Conaway,
Stargatt & Taylor represented the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $50 million and
$100 million.

On Oct. 31, 2006, the Court converted the Debtors' cases into
chapter 7 proceedings.  George L. Miller was appointed trustee.
Mr. Miller was represented by Anthony M. Saccullo, Esq. at Fox
Rothschild LLP.


YELLOWSTONE MOUNTAIN: Founder Hit With $41MM Judgment
-----------------------------------------------------
The Associated Press reports U.S. Bankruptcy Judge Ralph Kirscher
has finalized a $41 million judgment against the founder of a
private Montana ski resort that fell into bankruptcy soon after
his departure.  Judge Kirscher said Wednesday that Yellowstone
Club founder Tim Blixseth was responsible for financial damages to
creditors stemming from the club's 2008 bankruptcy.

The report says Judge Kirscher's decision is in line with a 2010
ruling that was appealed by both Mr. Blixseth and the club's
creditors, who alleged damages topping $286 million.  Judge
Kirscher, the AP says, subtracted damages to Credit Suisse because
the financial firm knew a 2005 loan to the club would be diverted
for Mr. Blixseth's personal use.

The AP says creditors' attorney Charles Hingle says no decision
has been made regarding an appeal of the ruling.  The report also
notes Mr. Blixseth could not be reached for comment.

                     About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).
The Company's owner affiliate, Edra D. Blixseth, filed for
Chapter 11 protection on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The club hired FTI Consulting Inc.
and Ronald Greenspan as CRO.  The official committee of unsecured
creditors were represented by Parsons, Behle and Latimer, as
counsel, and James H. Cossitt, Esq., at local counsel.  Credit
Suisse, the prepetition first lien lender, was represented by
Skadden, Arps, Slate, Meagher & Flom.


YOSHI'S SAN FRANCISCO: Placed in Chapter 11 Bankruptcy
------------------------------------------------------
An involuntary Chapter 11 bankruptcy petition was filed against
Yoshi's San Francisco, aka Yoshi's San Francisco LLC, of Oakland,
California (Bankr. N.D. Calif. Case No. 12-49432) on Nov. 28,
2012.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.

According to court records, the petitioning creditors are Yoshi's
San Francisco, Apex Refrigeration Corporation, and East Bay
Restaurant Supply Inc.

Ian S. Port, writing for SF Weekly, reports that Yoshi's S.F., the
swanky Fillmore District jazz club and Japanese restaurant that
opened in 2007, filed for bankruptcy.  Yoshi's representatives say
the move is intended to allow restructuring of the struggling
club's debt -- which includes a $7.2 million loan from the city's
redevelopment agency that Yoshi's was due to begin repaying last
week.  But the bankruptcy filing will have no effect on
programming or operations of Yoshi's S.F. or its sister club in
Oakland, representatives say.

"We're continuing to operate business as normal," Lisa Bautista,
the club's director of marketing and public relations, tells SF
Weekly, according to the SF Weekly report.

SF Weekly says the Chapter 11 petition was filed two days before
the club was due to begin repaying its loan from the city.  It was
unclear Monday evening exactly what role the city loan repayment
schedule played in the bankruptcy filing, the report says.


* Moody's Says US Repeat Corporate Defaults Likely to Rise
----------------------------------------------------------
Three years after US corporate defaults reached their peak during
the Great Recession, some companies could be poised to default
again, Moody's Investors Service says in a new report, "Lessons
from 25 Years of 'Chapter 22'." Although the US speculative-grade
default rate is expected to remain low in 2013, some companies
that have previously defaulted might again if credit conditions
worsen.

"An analysis of 154 companies that have defaulted more than once
suggests that some could do so again if the debt crisis in Europe,
slow economic recovery in the US or concerns about China's growth
weaken credit conditions," says Senior Vice President and author
of the report David Keisman. Those companies are among the more
than 1,000 listed in Moody's Ultimate Recovery Database, which
captures a default when a company emerges from it, and dates back
to 1988.

Overall, a "Chapter 22," or two consecutive Chapter 11 bankruptcy
filings, is the most common type of re-default, Keisman says. This
occurred in about two thirds of cases, with Filene's Basement
Corp., Trans World Airlines and Trump Entertainment Resorts
Holdings among them. About one quarter of the companies in the
database that had more than one default had a distressed exchange
followed by a bankruptcy.

But during the Great Recession the latter scenario was the most
common. "If those distressed exchanges were preemptive efforts to
control the default process and maximize owners' equity, they did
not work," Mr. Keisman says. "And a surge of distressed exchanges
in 2009, during the depths of the crisis, suggests there may be
more to come." The average length of time between an initial and
subsequent default for companies in the database is four years,
Keisman says, so some of the 2009 defaulters could be due to come
under pressure again next year if credit conditions deteriorate.

Unsurprisingly, re-defaults more often lead to liquidation, with
about 40% of companies whose re-default was a bankruptcy filing
ultimately being broken up. Nevertheless, at 45%, family-level
recoveries for re-defaulting companies are close to the average of
54% for the broader database despite the higher number of
liquidations among them.


* Moody's Says Homebuilding Industry Still Faces Risks
------------------------------------------------------
The nearly year-long recovery in the US homebuilding industry is
showing legs and will almost certainly continue, says Moody's
Investors Service in a new report. But it is unlikely that
homebuilding companies will regain the levels of performance they
showed before the recession in the near to intermediate term, or
that their ratings will return to their previous peak levels soon.

"We have just witnessed the steepest and longest-lasting
homebuilding downturn since the Great Depression, and therefore
upgrades to former peak ratings levels for any homebuilder would
require expectations of stronger credit metrics than those
required during the peak year of 2005, as well as that those
metrics be sustainable," says Joseph Snider, the Moody's Vice
President and Senior Credit Officer who wrote the report,
"Recovery is Real, but Onetime Peak Ratings Remain Elusive."

Also, the homebuilding industry still faces risks.

"The US homebuilding industry remains tethered to huge risks that
lie well beyond its control, both geopolitical and macroeconomic,
and all of them at least conceivable during the coming year," says
Moody's Mr. Snider. "Handling of the fiscal cliff could be
bungled, Europe could slide into a deep recession based on its
sovereign debt crisis, and any number of serious geopolitical
events could spin out of control."

Moody's is confident, however, that the US is not witnessing
another false start of the recovery in housing. Not only has the
recovery sustained itself for a year, key gauges of demand for
housing show genuine strength.

Both housing starts and new home sales increased for most of 2012,
and stand well above their 2011 levels. In additional, pricing has
generally risen throughout 2012, and will end up 4%-5% higher in
aggregate, says Moody's.


* Bankruptcy Reform Panel Eyes Updates to Chapter 11
----------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that an American
Bankruptcy Institute commission designed to take stock of the
state of Chapter 11 anticipates that any changes to the Bankruptcy
Code would likely focus on the altered world of bankruptcy since
the code's 1978 enactment, commission members said Monday.

One year into its mandate, the 19-member commission, which is
eyeing an April 2014 completion date for its definitive report,
has found that the climate of bankruptcy when the code was created
was vastly different from and simpler than the insolvency issues
debtors face today, Bankruptcy Law360 relates.


* High Court Asks US to Weigh In on Ch. 7 Surcharge Question
------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the U.S. Supreme
Court on Monday asked the U.S. solicitor general to weigh in on
whether a bankruptcy court can seek a special charge against a
Chapter 7 debtor's exempted residential property due to alleged
debtor misconduct.

Bankruptcy Law360 relates that the high court sought the U.S.
government's opinion in an appeal by Stephen Law, a bankrupt
California man who is appealing a Ninth Circuit decision upholding
a $75,000 surcharge on his exempt property.


* Michigan to Introduce New Bill for Distressed Cities, Districts
-----------------------------------------------------------------
Chris Christoff, writing for Bloomberg News, reports that Michigan
Governor Rick Snyder and Republican lawmakers were slated to
introduce Thursday, Dec. 6, legislation that would allow
financially distressed Michigan cities and school districts to
choose between mediation with creditors, bankruptcy or a state-
appointed emergency manager.  The proposal would replace a 2011
law repealed by voters Nov. 6, according to a treasury department
statement.  That law gave emergency managers sweeping powers to
fire elected officials, sell community assets and cancel union
contracts to balance budgets.

The report notes five cities and three school districts now
operate with emergency managers under a weaker 1990 law, which
would be replaced by the new measure.

According to Bloomberg, Gov. Snyder has said the repeal of Public
Act 4 left the state without enough clout to rescue cities and
schools from insolvency.

Bloomberg notes several hundred union supporters crammed into the
state Capitol Wednesday to protest against the bill with loud
chants audible in the Senate chamber.


* Ohio Bill Wants Plaintiffs to Disclose Asbestos Trust Claims
--------------------------------------------------------------
Dionne Searcey, writing for The Wall Street Journal, reports that
a bill circulating through Ohio's state legislature aims to
require plaintiffs in asbestos litigation to disclose all claims
they've made against bankruptcy trusts.  Defendants have said
plaintiffs sometimes don't disclose in their court cases that
they've already received payments from trusts.  As a result,
solvent defendants say they get stuck paying more than their fair
share of liability.

According to the report, opponents of the measure, which is being
sponsored by Republican Rep. Louis Blessing Jr., say it would
restrict plaintiffs from seeking justice from companies that
harmed them.


* HMOs Needn't Pay When Third Parties Fail, Aetna Argues
--------------------------------------------------------
Jess Davis at Bankruptcy Law360 reports that Aetna Inc. told the
Texas Supreme Court on Wednesday that health maintenance
organizations are not required under Texas law to pay hospitals
for insurance claims if a third-party company that was processing
the claims becomes insolvent.

Bankruptcy Law360 says the HMO is fighting to avoid responsibility
for paying about 6,000 insurance claims filed by the Texas
hospital system Christus Health Gulf Coast more than 12 years ago,
when the third-party company that had been administering Aetna's
payments, North American Medical Management of Texas, went
bankrupt.


* Sandy Damage Could Spark Wave of New Jersey Bankruptcies
----------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that lenders will
likely cooperate with New Jersey businesses in distress following
Superstorm Sandy, but the state's federal bankruptcy court could
see a spike in filings if companies' insurance recoveries are
less, or later, than they need, or if the hurricane eroded their
margins beyond repair, experts said.

According to Bankruptcy Law360, Bankruptcy attorneys said they've
yet to see increased filings from Sandy and the $36.9 billion in
damage that it left behind in New Jersey, but that could change in
the coming months.


* GCs Name Most Arrogant Law Firms
----------------------------------
Jeff Overley at Bankruptcy Law360 reports that as the legal
industry rebounds from the recession, cockiness is also on the
rise, as the number of firms deemed arrogant in a new survey of
corporate counsel has ticked upward since last year and doubled
from what it was two years ago.

Bankruptcy Law360 says the 2013 BTI Client Services A-Team report,
published by The BTI Consulting Group (Wellesley, Mass.), suggests
that many of the nation's legal powerhouses have returned to their
smug old ways, no longer desperate for business and no longer
willing to budge on fees.


* Dechert's A. Brilliant Earns Spot in Law360's Bankruptcy MVPs
---------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that Dechert LLP
restructuring practice co-chairman Allan Brilliant earned wins
this year for creditor clients who asserted competing
reorganization plans and for noteholders in a closely watched
cross-border bankruptcy, proving himself a go-to expert for
creditor advocacy and grabbing a spot on Law360's Bankruptcy MVPs.


* Kasowitz's David Friedman Named Law360 Bankruptcy MVP
-------------------------------------------------------
Dietrich Knauth at Bankruptcy Law360 reports that Kasowitz Benson
Torres & Friedman LLP's David Friedman earned a place among
Law360's 2012 Bankruptcy MVPs by tackling some of the year's
toughest bankruptcy cases, overseeing the liquidation of  Borders
Book Group and extracting a $40 million bankruptcy malpractice
settlement related to Adelphia Communications Corp.


* BOOK REVIEW: The Health Care Marketplace
------------------------------------------
Author: Warren Greenberg, Ph.D.
Publisher: Beard Books
Softcover: 179 pages
List Price: $34.95
Review by Henry Berry

Greenberg is an economist who analyzes the healthcare field from
the perspective that "health care is a business [in which] the
principles of supply and demand are as applicable . . . as to
other businesses."  This perspective does not ignore or minimize
the question of the quality of health, but rather focuses sharply
on the relationship between the quality of healthcare and
economic factors and practices.

For better or worse, the American healthcare system to a
considerable degree embodies the beliefs, principles, and aims of
a free-market capitalist economic system driven by competition.
In the early sections of The Health Care Marketplace, Greenberg
takes up the question of how physicians and how hospitals compete
in this system.  "Competition among physicians takes place
locally among primary care physicians and on a wider geographical
scale among specialists.  There is competition also between M.D.s
and allied practitioners: for example, between ophthalmologists
and optometrists and between psychiatrists and psychologists.
Regarding competition between physicians in a fee-for-service
practice and those in managed care plans, Greenberg cites
statistics and studies that there was lesser utilization of
healthcare services, such as hospitalization and tests, with
managed care plans.

Some of the factors affecting the economics of different areas of
the healthcare field are self-evident, albeit may be little
recognized or little realized by consumers.  One of these factors
is physician demeanor.  Most readers would see a physician's
demeanor as a type of personality exhibited during the course of
the day.  But after the author notes that "[c]ompetition also
takes place in professional demeanor, location, and waiting
time," the word "demeanor" takes on added meaning. The demeanor
of a big-city plastic surgeon, for example, would be markedly
different from that of a rural pediatrician.  Thus, demeanor has
a relationship to the costs, options, services, and payments in
the medical field, and also a relationship to doctor education
and government funding for public health.

Greenberg does not follow his economic data and summarizations
with recommendations or advice. He leaves it to the policymakers
to make decisions on the basis of the raw economic data and
indisputable factors such as physician demeanor.  Nor does he
take a political position when he selects what data to present or
emphasize.  It is this apolitical, unbiased approach that makes
The Health Care Marketplace of most value to readers interested
in understanding the economics of the healthcare field.

Without question, a thorough understanding of the factors
underlying the healthcare marketplace is necessary before changes
can be made so that the health needs of the public are better
met. Conditions that are often seen as intractable because they
are regarded as social or political problems such as the
overcrowding of inner-city health centers or preferential
treatment of HMOs are, in Greenberg's view, problems amenable to
economic solutions. According to the author, the basic economic
principle of supply-and-demand goes a long way in explaining
exorbitantly high medical costs and the proliferation of
specialists.

Greenberg's rigorous economic analysis similarly yields an
informative picture of the workings of other aspects of the
healthcare field.  Among these are hospitals, insurance, employee
health benefits, technology, government funding of health
programs, government regulation, and long-term health care.  In
the closing chapter, Greenberg applies his abilities as a keen-
eyed observer of the economic workings of the U.S. healthcare
field to survey healthcare systems in three other countries:
Canada, Israel, and the Netherlands.  "An analysis of each of the
three systems will explain the relative doses of competition,
regulation, and rationing that might be used in financing of
health care in the United States," he says.  But even here, as in
his economic analyses of the U.S. healthcare system, Greenberg
remains nonpartisan and does not recommend one of these three
foreign systems over the other.  Instead he critiques the
Canadian, Israel, and Netherlands systems -- "none [of which]
makes use of the employer in the provision of health insurance,"
he says -- to prompt the reader to look at the present state and
future of U.S. healthcare in new ways.

The Health Care Marketplace is not a book of limited interest,
and the author's focus on the economics of the health field does
not make for dry reading.   Healthcare is a central concern of
every individual and society in general.  Greenberg's book
clarifies the workings of the healthcare field and provides a
starting point for addressing its long-recognized problems and
moving down the road to dealing effectively with them.

Warren Greenberg is Professor of Health Economics and Health Care
Sciences at George Washington University, and also a Senior
Fellow at the University's Center for Health Policy Research.
Prior to these positions, in the 1970s he was a staff economist
with the Federal Trade Commission.  He has written a number of
other books and numerous articles on economics and healthcare.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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