TCR_Public/121212.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 12, 2012, Vol. 16, No. 345

                            Headlines

1093 INVESTMENTS: Voluntary Chapter 11 Case Summary
2915 GUADALUPE: Case Summary & One Unsecured Creditor
85 SPRING: Chapter 11 Case Summary & 14 Unsecured Creditors
A & N REAL ESTATE: Case Summary & 3 Largest Unsecured Creditors
A123 SYSTEMS: Gets OK to Sell Assets to Wanxiang and Navitas

A123 SYSTEMS: JCI Remains Interested to Buy Business
ABUNDANT LIFE: Case Summary & 10 Largest Unsecured Creditors
ALL-BRITE GRAPHICS: Case Summary & 20 Largest Unsecured Creditors
ALL HOME: Voluntary Chapter 11 Case Summary
AMC NETWORK: Moody's Rates $600-Mil. Senior Unsecured Notes 'B1'

AMC NETWORK: S&P Rates New $600-Mil. Senior Unsecured Notes 'BB'
AMERICAN AIRLINES: AMR Reports November Traffic Results
AMERICAN AIRLINES: To Decide "Soon" on Merger, CEO Horton Says
AMERICAN CAPITAL: S&P Raises Counterparty Credit Rating to 'B+'
ASCEND LEARNING: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative

BALLENGER CONSTRUCTION: Files Ch. 11; Liberty to Control Projects
BERMO ENTERPRISES: To Cancel Leases at 26 Stores
BON VOYAGE: Voluntary Chapter 11 Case Summary
BREWER EDUCATIONAL: Voluntary Chapter 11 Case Summary
CAMTECH PRECISION: Avstar Fuel's Reorganization Plan Confirmed

CANTERA DORADO: Case Summary & 20 Largest Unsecured Creditors
CASCADE AG: Pickle, Sauerkraut Producer's Sale Falls Apart
CHEROKEE SIMEON: Files Schedules of Assets and Liabilities
CHURCH OF CHRIST: Voluntary Chapter 11 Case Summary
CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market

CLAIRMONT VENTURES: Voluntary Chapter 11 Case Summary
COMMERCE PARK: Voluntary Chapter 11 Case Summary
CRAWFORDSVILLE LLC: Case Summary & 19 Largest Unsecured Creditors
CSD LLC: Files Schedules of Assets and Liabilities
CSD LLC: Hires Nathan & Associates as Real Estate Broker

CYLEX INC: Case Summary & 9 Unsecured Creditors
DEL-MAIR GROUP: Texas Court Orders $2.6MM Payment Over Fraud
DETROIT, MI: Faces Possible Chapter 9 Filing
DEX MEDIA EAST: Bank Debt Trades at 35% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 33% Off in Secondary Market

DRUM SAND: Case Summary & 7 Largest Unsecured Creditors
DYNEGY INC: ICS and LDH Energy Win Auction for Newburgh Plants
EAST SQUARE: Case Summary & 2 Largest Unsecured Creditors
EASTMAN KODAK: Agreement With Samsung to Bring in $39 Million
EASTMAN KODAK: Apple-Google Team Up for $500MM+ Patents Bid

EL FARMER: Case Summary & 20 Largest Unsecured Creditors
ELIZABETH MITCHELL: 10th Cir. BAP Won't Reopen Chapter 7 Case
EMERSEN ENCLAVE: Voluntary Chapter 11 Case Summary
FIFTH AND YAMPA: Case Summary & 6 Largest Unsecured Creditors
FIRST STREET HOLDINGS: 9th Cir. BAP Vacates Foreclosure Ruling

FITZLORD INC: Vulcan Steel Files Ch.11 After Amex Cut Credit Line
FOREST LANE: Voluntary Chapter 11 Case Summary
FREESE II: Case Summary & 13 Unsecured Creditors
GASCO ENERGY: Receives Notice of NYSE MKT Listing Deficiency
GLOBAL K: Case Summary & 4 Unsecured Creditors

GRAPHIC PACKAGING: Moody's Affirms 'Ba3' CFR; Rates Loan 'Ba2'
HARBINGER GROUP: Moody's Raises CFR to B2; Rates Sec. Notes B3
HARBINGER GROUP: S&P Affirms 'B' Corporate Credit Rating
HARDIN-WALKER DEVELOPMENT: Case Summary & 10 Unsecured Creditors
HAWKER BEECHCRAFT: Court Fixes Date to Decide on Pilatus License

HEADWATERS INC: S&P Alters Ratings Outlook to Stable
HOLLER CORPORATION: Case Summary & 2 Largest Unsecured Creditors
HOMER CITY: Court Approves Epiq as Solicitation Agent
HOMER CITY: Court Approves Richards Layton Hiring
HOSTESS BRANDS: Pension Funds Never Deducted from Paychecks

HOTEL AIRPORT: Disclosure Statement Hearing Rescheduled Sine Die
INLAND PACIFIC: Case Summary & 2 Largest Unsecured Creditors
INN AT WOODBRIDGE: Case Summary & 20 Largest Unsecured Creditors
INTERFAITH MEDICAL: Case Summary & 20 Largest Unsecured Creditors
INTERNATIONAL LEASE: Moody's Affirms 'Ba3' CFR; Outlook Positive

INTERSIL CORP: Moody's Says Management Changes Credit Neg.
INVENTIV HEALTH: Moody's Rates $550-Mil. Sr. Secured Notes 'B2'
INVENTIV HEALTH: S&P Revises Outlook on 'B-' CCR to Stable
JABIL CIRCUIT: S&P Raises CCR From 'BB+' on Improved Biz Risk
JOE'S JEANS: Receives Nasdaq Notice for Non-Compliance

K-V PHARMACEUTICAL: More Time to Challenge Bondholders' Liens
K-V PHARMACEUTICAL: Seeks Loans to Finance $60MM Hologic Deal
KIMBRELL REALTY: Court to Hold Trial in Fannie Mae Dispute
KINGSBOROUGH ATLAS: Case Summary & 20 Largest Unsecured Creditors
KIT DIGITAL: Gets Notice on Non-Filing of 10-Q From NASDAQ

LARRY LEE BIDDLE: Can't Hire Rose Marie Cooper as Counsel
LAVILLE DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
LEGENDS GAMING: Schedules Feb. 6 Plan Confirmation
LIFECARE HOLDINGS: To Sell to Secured Lenders Via Chapter 11
LIVING HOPE: Pinewood Enterprises Goes Back to State Court

MACCO PROPERTIES: Fifth Amended Disclosure Statement Due Dec. 21
MANSFIELD HIGHLANDS: Voluntary Chapter 11 Case Summary
MATLOCK REALITY: Case Summary & 4 Unsecured Creditors
MC REALTY: Voluntary Chapter 11 Case Summary
MCPK REALTY: Case Summary & Largest Unsecured Creditor

MICHAEL FOODS: Moody's Affirms 'B2' CFR; Rates PIK Notes 'Caa1
MICHAEL FOODS: S&P Gives 'CCC+' Rating on $275MM PIK Notes
MIDSTATE STEEL: Case Summary & 20 Largest Unsecured Creditors
MODERN PRECAST: Updated Case Summary & Creditors' Lists
MOMENTIVE PERFORMANCE: S&P Cuts Rating on Lien Notes to 'CC'

MOUNTAIN STATE UNIV.: Moody's Withdraws B1 Rating on Rev. Bonds
MTS LAND: U.S. Bank Wants Subordination Provision in DIP Financing
MUELLER WATER: S&P Revises Outlook on 'B' CCR on Credit Measures
NEW MEXICO MORTGAGE: S&P Lowers Rating on 2002A&B Bonds to 'CCC'
NEWPARK RESOURCES: S&P Hikes Rating on $172MM Unsecured Notes to B

NORSE ENERGY: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Cease Trade Order Issued for Lack of Financials
OVERSEAS SHIPHOLDING: Dec. 26 Deadline to Move as Lead Plaintiff
OVERSEAS SHIPHOLDING: Two DHT Bareboat Charters Rejected
P2 ACQUISITION: S&P Gives 'B' Corp. Credit Rating; Outlook Stable

PARADISE INVESTMENT: Court Won't Dismiss SunTrust Counterclaims
POWERS LLC: Case Summary & 20 Largest Unsecured Creditors
PREFERRED PROPPANTS: S&P Keeps 'B+' Corp. Credit Rating on Watch
PRISM CONTENT: Case Summary & 20 Largest Unsecured Creditors
RCS CAPITAL: Fourth Amended Reorganization Plan Confirmed

REALOGY GROUP: Moody's Raises CFR/PDR to 'B3'; Outlook Stable
RESTFUL GROUP: Case Summary & 20 Largest Unsecured Creditors
ROLAND GARROS: Voluntary Chapter 11 Case Summary
ROVER DYNASTY: Case Summary & One Unsecured Creditor
SAINT SPIRIDON: Voluntary Chapter 11 Case Summary

SATCON TECHNOLOGY: Court Approves Great Wall Accord, Financing
SBMC HEALTHCARE: Court OKs Expansion of Transwestern Services
SEQUA CORP: Moody's Raises CFR to 'B2'; Rates Facilities 'B1'
SIERRA NEGRA: Hires FamCo Advisory as Witness Expert
SIERRA NEGRA: Dec. 19 Hearing on Case Dismissal Bid

SINO-FOREST: Ontario Court Approves Plan of Compromise
SOUTH LOUISIANA ETHANOL: Plaquemines Wins Dismissal of CHS Suit
SOUTHSIDE LLC: Case Summary & 9 Unsecured Creditors
SHARP REALTY: Case Summary & 3 Unsecured Creditors
SPARA LLC: Case Summary & 20 Largest Unsecured Creditors

SPARKS CRANE: Case Summary & 4 Unsecured Creditors
SPORTSMAN'S TOY: Case Summary & 20 Largest Unsecured Creditors
STONE CAST: Case Summary & 8 Unsecured Creditors
SUN-N-RICK INC: Case Summary & 14 Unsecured Creditors
TAJ GRAPHICS: Court Rejects Prime Financial's Contempt Motion

TC GLOBAL: Baristas Submits Bid to Purchase All of Tully's
THORNBURG MORTGAGE: Sec. 506(c) Pleading Deadlines Suspended
TILTRAC CORPORATION: Case Summary & 19 Unsecured Creditors
TRIAD GUARANTY: Illinois Regulator Recommends Rehabilitation
TRIBUNE CO: Bank Debt Trades at 17% Off in Secondary Market

TXU CORP: Bank Debt Trades at 35% Off in Secondary Market
UNION TRUST: Cancels Request for Bankruptcy Financing
VILLAGE GREEN: Plan Order Reversed on Artificial Impairment
VM ASC: Roger Poorman Withdraws as Counsel
VALENCE TECHNOLOGY: Debtor, Creditors Oppose Official Equity Panel

WISP RESORT: Sale to EPT Includes Settlement

* Moody's Says Global Spec-Grade Corp. Default Rate Down 2.7%
* U.S., U.K. Issue Plan for Dealing With Failing Large Banks

* ILR Lauds Passage of Ohio Asbestos Bankruptcy Trust Law

* Mintz Levin's Joseph Dunn in San Diego's Young Attorneys List

* Upcoming Meetings, Conferences and Seminars



                            *********

1093 INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 1093 Investments, LLC
        4 Champions Bend Circle
        Houston, TX 77069

Bankruptcy Case No.: 12-38961

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Paul M. Davis, Esq.
                  ANDREWS KURTH LLP
                  600 Travis, Ste 4200
                  Houston, TX 77002
                  Tel: (713) 220-4003
                  E-mail: pauldavis@andrewskurth.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Jeffrey Schott, manager.


2915 GUADALUPE: Case Summary & One Unsecured Creditor
-----------------------------------------------------
Debtor: 2915 Guadalupe LP
        2915 Guadalupe Street, Suite B
        Austin, TX 78705

Bankruptcy Case No.: 12-12706

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Frank B. Lyon, Esq.
                  3508 Far West Blvd., Suite 170
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 697-0047
                  E-mail: franklyon@me.com

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

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

The Company's list of 20 largest unsecured creditors contains only
one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Ocwen Loan                Purchase Money         $1,039,170
Servicing, LLC
PO Box 24738
West Palm Beach,
FL 33416-4738

The petition was signed by John C. Dorgan, III, president of
Debtor's general partner.


85 SPRING: Chapter 11 Case Summary & 14 Unsecured Creditors
-----------------------------------------------------------
Debtor: 85 Spring Lane LLC
        c/o R. Scott Webster
        851 Irwin Street, Suite 207
        San Rafael, CA 94901

Bankruptcy Case No.: 12-33398

Chapter 11 Petition Date: December 2, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Philip J. Nicholsen, Esq.
                  LAW OFFICES OF PHILIP J. NICHOLSEN
                  601 Montgomery St. #777
                  San Francisco, CA 94111
                  Tel: (415) 364-4000
                  E-mail: nicholsenlaw@yahoo.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 14 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb12-33398.pdf

The petition was signed by R. Scott Webster, managing member.


A & N REAL ESTATE: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: A & N Real Estate, LLC
        P.O. Box 610
        Annandale, VA 22003

Bankruptcy Case No.: 12-17176

Chapter 11 Petition Date: December 5, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Brian F. Kenney

Debtor's Counsel: Gregory H. Counts, Esq.
                  TYLER, BARTL, RAMSDELL & COUNTS, PLC
                  300 North Washington St. Suite 202
                  Alexandria, VA 22314-4252
                  Tel: (703) 549-7178
                  Fax: (703) 549-5011
                  E-mail: gcounts@tbrclaw.com

Scheduled Assets: $1,600,000

Scheduled Liabilities: $1,927,831

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb12-17176.pdf

The petition was signed by Ali Aalai, member.


A123 SYSTEMS: Gets OK to Sell Assets to Wanxiang and Navitas
------------------------------------------------------------
A123 Systems, Inc. has received approval from U.S. Bankruptcy
Court for the District of Delaware to sell substantially all of
A123's assets to Wanxiang America Corporation.  The Court has also
granted approval for A123 to sell its government business to
Navitas Systems.

A123 and Wanxiang have agreed to terms on an asset purchase
agreement through which Wanxiang would acquire substantially all
of A123's assets for $256.6 million.  The sale is subject certain
closing conditions, including approval from the Committee for
Foreign Investment in the United States (CFIUS). Excluded from the
asset purchase agreement with Wanxiang is A123's Ann Arbor, Mich.-
based government business, including all U.S. military contracts,
which would be acquired for $2.25 million by Navitas Systems
through a separate asset purchase agreement.

"Receiving Court approval of our asset purchase agreement with
Wanxiang and Navitas is an important step toward finalizing the
sale of A123's assets, and we are now focused on CFIUS approval of
the sale to Wanxiang, which we are confident that we will receive
given the structure of this transaction," said Dave Vieau, Chief
Executive Officer of A123.  "We believe an acquisition by Wanxiang
will provide A123 with the financial support necessary to
strengthen our competitive position in the global vehicle
electrification, grid energy storage and other markets, and we
look forward to completing the sale."

                        About A123 Systems

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

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

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

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

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

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

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


A123 SYSTEMS: JCI Remains Interested to Buy Business
----------------------------------------------------
Dow Jones Newswires' Patrick Fitzgerald reports that Johnson
Controls Inc., whose bid for A123 Systems' assets was topped by
China's Wanxiang America's $256.6 million bid at an auction over
the weekend, said Monday it would still consider buying those
assets if government approval isn't forthcoming.  Milwaukee-based
Johnson Controls wants the U.S government to take a hard look at
the deal.

"We're still interested in this if the sale doesn't work out
because of [the failure to get] regulatory approval," said Alex
Molinaroli, president of Johnson Controls power solutions'
business, according to the report. "I don't believe this is done
yet."

Johnson Controls officially withdrew from the bankruptcy auction
to acquire portions of A123 when it declined to match a higher bid
submitted by Wanxiang.  Subsequently A123 representatives have
announced they selected Wanxiang's bid of $257 million as the best
offer for the total company over a set of competing complementary
bids by Johnson Controls for the automotive and government assets
and NEC for the grid and commercial assets.

The Bankruptcy Court in Wilmington, Delaware, will hold a hearing
today, Dec. 11, to consider approval of the sale to Wanxiang.  The
deal will also require approval from the Committee on Foreign
Investment in the United States, a government body led by Treasury
Secretary Timothy Geithner that reviews deals that could result in
the control of a U.S. business by a foreign person or company.

Dow Jones relates A123, which was awarded nearly $250 million in
government stimulus funds, was also the recipient of several
multimillion-dollar contracts with the U.S. military.  In a bid to
alleviate U.S. concerns, Wanxiang has carved out A123's government
business from the new deal.  However, that has done little to
quiet critics, notably Republican Senators Chuck Grassley of Iowa
and John Thune of South Dakota, who on Monday continued to voice
concerns that some of A123's military contracts and taxpayer-
funded technology could wind up in the hands of a foreign
purchaser, the report notes.

The report notes Wanxiang is buying most of A123, except for its
government business.  Navitas Systems, a Chicago-area company spun
off from Sun MicroSystems, is buying A123's government business
for $2.25 million.

According to Dow Jones, in an interview Monday, A123 Chief
Executive Officer Dave Vieau said he believed the deal was
structured to address potential national security concerns.

                       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.


ABUNDANT LIFE: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Abundant Life Church of God in Christ, Inc.
        2421 Lake Wheeler Road
        Raleigh, NC 27603

Bankruptcy Case No.: 12-08617

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Travis Sasser, Esq.
                  SASSER LAW FIRM
                  2000 Regency Parkway, Suite 230
                  Cary, NC 27518
                  Tel: (919) 319-7400
                  Fax: (919) 657-7400
                  E-mail: tsasser@carybankruptcy.com

Scheduled Assets: $7,084,375

Scheduled Liabilities: $4,054,736

The Company's list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nceb12-08617.pdf

The petition was signed by Stenneth Emanuel Powell, Sr.,
president.


ALL-BRITE GRAPHICS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: All-Brite Graphics, LLC
        6320 Highway 10 NW
        Anoka, MN 55303

Bankruptcy Case No.: 12-46815

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Kathleen H. Sanberg

Debtor's Counsel: Joseph W. Dicker, Esq.
                  JOSEPH W. DICKER PA
                  1406 West Lake Street
                  Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873
                  E-mail: joe@joedickerlaw.com

Scheduled Assets: $426,544

Scheduled Liabilities: $1,232,534

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mnb12-46815.pdf

The petition was signed by Rob Hoeykens, chief manager.


ALL HOME: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: All Home Care, Inc.
        18018 Graham Rd.
        Harlingen, TX 78552

Bankruptcy Case No.: 12-10621

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V Rodriguez, Esq.
                  MALAISE LAW FIRM
                  1265 N Expressway 83
                  Brownsville, TX 78521
                  Tel: (956) 547-9638
                  Fax: (956) 547-9630
                  E-mail: igotnoticesbv@malaiselawfirm.com

Scheduled Assets: $894,976

Scheduled Liabilities: $1,079,771

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Catherine Pavon, president.


AMC NETWORK: Moody's Rates $600-Mil. Senior Unsecured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD5, 76%) rating to AMC
Network Inc.'s (Ba3 Corporate Family Rating) new $600 million
senior unsecured notes due 2022, the net proceeds of which will be
applied towards the repayment of its existing $588 million senior
secured Term Loan B due 2018. The new notes are expected to be
pari passu with the existing unsecured notes. As a result of the
change in debt structure, including refinancing secured debt with
unsecured debt, the company's senior secured bank debt was
upgraded to Ba1 (LGD2, 20%) from Ba2, and the existing senior
unsecured notes were upgraded to B1 (LGD5, 76%) from B2. The
company's Ba3 CFR, Ba3 PDR (Probability of Default Rating), and
SGL-2 Speculative Grade Liquidity rating remain unchanged. The
rating outlook is positive.

The change in the company's debt mix towards a higher proportion
of unsecured debt led to an upgrade of its existing debt
instruments. The company's remaining senior secured bank debt was
upgraded to Ba1 as a result of the lower amount of secured bank
debt and an increase in cushion provided by a higher amount junior
ranked debt. In addition, the existing senior unsecured notes were
upgraded to B1 because the overall recovery rate for this class of
debt would likely be higher despite the increase in unsecured debt
as there would be less senior debt with a first priority claim on
the company's assets. As the company continues to reduce debt
through repayment of its Term Loan A ($880 million outstanding as
of November 7, 2012), the amount and percent of senior secured
debt is expected to continue to decline.

The following is a summary of the rating actions:

Assignments:

Issuer: AMC Networks, Inc.

  $600 million Sr. Unsecured Notes due 2022, Assigned B1 (LGD5,
  76%)

Upgrades:

Issuer: AMC Networks, Inc.

  $500 million Sr. Secured Revolver due 2016, Upgraded to Ba1
  (LGD2, 20%) from Ba2 (LGD3, 36%)

  $880 million Sr. Secured Term Loan A due 2017, Upgraded to Ba1
  (LGD2, 20%) from Ba2 (LGD3, 36%)

  $700 million Sr. Unsecured Notes due 2021, Upgraded to B1
  (LGD5, 76%) from B2 (LGD5, 89%)

Ratings Rationale

AMC's Ba3 Corporate Family Rating reflects the company's positive
and reliable free cash flow generation, aided by the contractual
nature of over 50% of the company's revenue which is generated by
carriage fees from pay TV providers. The rating is also impacted
by AMC's relatively high, but moderating leverage of approximately
4.85x (incorporating Moody's standard adjustments, pro-forma for
debt pay down in November 2012) at 9/30/2012. Moody's anticipates
that the company will use free cash flow to pay down debt, and we
expect leverage will decline to under 4.0x by the end of 2013. The
rating incorporates the risk associated with customer and revenue
concentration (approximately 50% from its AMC Network) and a
highly competitive environment in which programming drives
viewership and advertising revenues. It is also somewhat impacted
by event risk concerns as the company's controlling owner, the
Dolan family, has historically been comfortable with leveraging
and transformative events. These risks remain balanced, however,
by the company's desirable and well distributed cable networks
which Moody's estimates could draw interest from strategic buyers
in the double digit multiple range. The company also has a strong
liquidity profile, as Moody's projects that it will generate over
$200 million of annual free cash flow on average over the
intermediate-term and will maintain a largely undrawn revolver of
$500 million.

The positive rating outlook reflects Moody's expectation for
continued strong operating performance of the core networks (AMC,
WE tv, IFC and Sundance Channel), and that strong free cash flow
generation in addition to a portion of expected litigation
settlement proceeds are used to repay debt. Moody's anticipates
the company will materially reduce leverage over the next 18-24
months and continue to maintain a solid liquidity profile.

An upgrade of the company's CFR could occur if management
demonstrated and made a commitment to a less volatile and more
fiscally conservative capital structure on a sustained basis. The
rating could be upgraded if debt-to-EBITDA leverage is sustained
at or below 3.5x.

The rating could be downgraded if management applies cash to fund
returns to equity investors instead of reducing leverage. In
addition, a view that values were materially diminishing for cable
networks and/or any potential damage to the AMC brand, in
particular, or a more constrained liquidity profile, could also
put downward pressure on the company's ratings.

The principal methodology used in rating AMC was 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.

With its headquarters in New York, New York, AMC Networks, Inc.
("AMC) supplies television programming to cable, direct broadcast
satellite and telecommunications service providers throughout the
United States. The company predominantly operates four
entertainment programming networks - AMC, WE tv, IFC and Sundance
Channel.


AMC NETWORK: S&P Rates New $600-Mil. Senior Unsecured Notes 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
and '4' recovery rating to New York City-based cable network
operator AMC Network Inc.'s proposed $600 million of senior
unsecured notes due 2022. "The '4' recovery rating indicates our
expectation of average (30%-50%) recovery for noteholders in the
event of a hypothetical payment default. Proceeds are to be used
to refinance the company's term loan B ($578 million outstanding).
All other ratings, including the 'BB-' corporate credit rating,
are unaffected by this transaction. We will withdraw our ratings
on the term loan B when the transaction closes. As a result of the
transaction, we expect adjusted leverage to increase slightly to
4.9x from 4.8x and that interest coverage will decline to about
4.4x from 4.7x," S&P said.

"Our rating on AMC reflects the company's 'fair' business risk
profile and 'aggressive' financial risk profile, according to our
criteria. Our business risk assessment is based on the company's
limited cable network portfolio, as it depends disproportionately
on a single network, the AMC Network, for the majority of its
revenue and cash flow. Additional key considerations are its
limited international success thus far, limited prospects for
near-term improvement in these trends; and the trend of declining
cable network audience ratings across the cable network sector
(though AMC has gone against this trend in the last few years). We
view AMC's management and governance as 'fair,'" S&P said.

"The company's stable affiliate fees somewhat mitigate these
risks. Our financial risk assessment reflects the company's
meaningful lease-adjusted leverage, which was 4.9x, pro forma for
the November 2012 $50 million prepayment of its term loan and this
transaction. We expect leverage to improve to the low-4x area by
the end of 2013," S&P said.

RATINGS LIST

AMC Networks Inc.
Corporate credit rating             BB-/Stable/--
Rating Assigned
$600 mil. Sr. unsec. notes due 2022 BB-
Recovery rating                    4


AMERICAN AIRLINES: AMR Reports November Traffic Results
-------------------------------------------------------
AMR Corporation reported November 2012 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

Consolidated capacity and traffic were 1.9% and 0.7% higher year-
over-year respectively, resulting in a consolidated load factor of
80.7%, a decrease of 1.0 points versus the same period last year.

International traffic was 4.6% higher on a 5.2% increase in
capacity, resulting in an international load factor of 78.9%, 0.5
points lower compared to the same period last year.  The Atlantic
entity recorded the highest load factor of 79.9%, an increase of
2.3 points versus November 2011.

Domestic load factor decreased 1.5 points to 82.8%, as traffic
decreased 1.2% on 0.6% more capacity.

November's consolidated passenger revenue per available seat mile
(PRASM) decreased an estimated 2.3% versus the same period last
year. American estimates that Hurricane Sandy and the early
November snow storm in the Northeast negatively impacted November
revenues by approximately $25 million, and lowered unit revenue by
1.5 percentage points.  Separately, operational disruptions that
took place in late September and early October affected bookings
for November travel, negatively impacting revenues in the month by
an estimated $30 million, and lowered unit revenue by an
additional 1.8 percentage points.  American estimates that absent
these events, PRASM in November 2012 would have been approximately
1.0% higher than in November 2011.

On a consolidated basis, the company boarded 8.6 million
passengers in November.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: To Decide "Soon" on Merger, CEO Horton Says
--------------------------------------------------------------
The Wall Street Journal's Mike Spector and Susan Carey report that
AMR Corp. Chief Executive Tom Horton said in an interview Monday
that the carrier will decide "soon" whether to merge with rival US
Airways Group Inc. or try to emerge from bankruptcy proceedings as
an independent carrier.

According to WSJ, Mr. Horton declined to set a specific timetable
for the decision at the heart of American's path out of Chapter 11
bankruptcy protection, where the Fort Worth, Texas-based airline
has been for more than a year.  He said he had no "predisposition"
toward either outcome, though he said that the recent approval of
a new labor contract by American's pilots has paved the way for
the airline to come out of bankruptcy "strong."  As for who will
run a reorganized American, either as an independent airline or a
larger company merged with US Airways, Mr. Horton said: "It's not
about me."

American has been holding merger discussions with Tempe, Ariz.-
based US Airways since the end of August.  According to WSJ, Mr.
Horton said he remained subject to a nondisclosure agreement that
prevents him from discussing details of the negotiations,
including how much a combined airline could be worth and what
share of a merged carrier would go to American's current
creditors.

WSJ earlier reported that people familiar with the matter said US
Airways sent a merger proposal to American and its creditors
committee in mid-November.  The proposal suggested that American
creditors own 70% of the combined company and that it be run by US
Airways Chief Executive Doug Parker.  US Airways shareholders
would own 30% of the company under the proposal.

WSJ relates a group of American bondholders recently wrote to
American's pilots to assure them they would support the airline
exiting bankruptcy independently only if there is a new board that
selects a management team that's best for shareholders.  According
to the report, Mr. Horton said Monday that he was "really proud"
of American's current management team and that his job has always
been "about doing the best I can for the company and for its
owners, its people and its customers."

The report notes American's three big unions are backing a merger
with US Airways and have already agreed to conditional contract
terms should the combination go ahead, a decision that will be
influenced by AMR's creditors' committee and some large
bondholders who are looking for the best financial terms.

                         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 CAPITAL: S&P Raises Counterparty Credit Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and senior secured ratings on Bethesda, Md.-based American Capital
Ltd. (ACAS) to 'B+' from 'B'. The outlook is stable.

"The upgrade primarily reflects the company's improved financial
profile," said Standard & Poor's credit analyst Sebnem Caglayan.
"In the first nine months of 2012, ACAS' management continued to
liquidate troubled assets in an effort to clean up its balance
sheet, replaced the high-cost debt that resulted from its June
2010 distressed debt exchange, and further reduced total debt to
$803 million from $1.3 billion as of Dec. 31, 2011."

"In August 2012, management refinanced $575 million of secured
debt with a new lower-cost $600 million term loan facility
maturing in August 2016. The loan is scheduled to amortize at $150
million per year over the next four years. The term loan makes up
the majority of the company's total debt outstanding, and the
remaining $206 million comes due in the form of asset
securitizations. ACAS also now has access to undrawn $250 million
revolver capacity, which strengthens its funding profile and
ability to raise emergency funds if needed," S&P said.

"Standard & Poor's rating on ACAS is based on the company's
investment track record, high level of nonaccrual loans, weak
realized earnings, and exposure to equity investments in finance
companies and structured securities. The company's low leverage,
diversified revenue sources relative to rated peers, and adequate
funding partly offset these weaknesses," S&P said.

"The stable outlook incorporates our view that ACAS could take an
extended period to mend its investment portfolio and resume more
normal operations. We believe that its reduced leverage, with debt
to adjusted total equity of 0.15x, is more in line with the
current ratings. Even if the company will eventually resume
operating at higher leverage levels--in the 0.3x-0.5x range--we
believe ACAS should operate with lower leverage than its peer
group, given its relatively high concentration in equity
investments," S&P said.


ASCEND LEARNING: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service lowered Ascend Learning, LLC's corporate
family and probability of default ratings to B3 from B2. Moody's
also lowered the ratings on the first lien bank debt to B2 from B1
and the rating on the second lien term loan to Caa2 from Caa1. The
ratings outlook remains negative.

The ratings downgrade reflects weak profitability trends, owing to
elevated operating expenses, a slowdown in new orders for ATI
Nursing, and softness in the Jones & Bartlett publishing business.
Weaker profitability levels combined with higher debt levels from
acquisitions and dividends have contributed to a steady
deterioration in credit metrics. The existing financial
maintenance covenants significantly tighten in coming quarters.
The ratings and outlook, however, contemplate the potential for
some near term covenant relief.

Ratings lowered:

  Corporate family rating to B3 from B2

  Probability of default rating to B3 from B2

  $40 million first lien senior secured revolving credit facility
  due 2015 to B2 (LGD3, 39%) from B1 (LGD3, 40%)

  $327.5 million first lien senior secured term loan due 2017 to
  B2 (LGD3, 39%) from B1 (LGD3, 40%)

  $75 million second lien senior secured term loan due 2017 to
  Caa2 (LGD6, 90%) from Caa1 (LGD6, 90%)

Ratings Rationale

Ascend's B3 corporate family rating reflects its very high
financial leverage, recent declines in profitability, and high
capital spending that has constrained free cash flow generation.
The rating also captures the company's relatively small scale, and
aggressive financial policy given its history of dividends and
acquisitions. In Moody's view, the company's high leverage reduces
its financial flexibility as well as its ability to withstand
changes to the competitive environment. Notwithstanding these
concerns, the rating is supported by good topline trends and the
potential for earnings expansion to translate into improved credit
metrics. The rating is also supported by the company's established
position within its niche verticals, good operating margins, the
subscription like-nature of its revenues, and the diversity of its
customer base.

The negative outlook reflects Moody's concern over Ascend's
ability to materially improve its EBITDA and free cash flow given
past under-performance.

Moody's could downgrade the ratings if EBITDA and free cash flow
fail to materially grow from current levels. Moody's could also
downgrade the ratings if Ascend is unable to maintain adequate
cushion under financial covenants.

Moody's could revise the ratings outlook to stable if
profitability increases such that debt to EBITDA is sustained
below 6.5 times and EBITDA less capex to interest exceeds 1.0
times. Moody's could upgrade the ratings if debt to EBITDA
sustainably approaches 5.0 times through a combination of earnings
growth and debt reduction, EBITDA less capex to interest exceeds
1.5 times, and free cash flow is in the mid single-digit range as
a percentage of debt.

Additional information can be found in the Ascend Credit Opinion
published on Moodys.com.

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

Headquartered in Burlington, Massachusetts, Ascend Learning, LLC
provides technology-based learning solutions and educational
content for healthcare and other vocational fields.


BALLENGER CONSTRUCTION: Files Ch. 11; Liberty to Control Projects
-----------------------------------------------------------------
Ballenger Construction Co., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. 12-20645) on Dec. 7 in Corpus
Christi, listing under $50,000 in assets and $10 million to $50
million in liabilities.  Judge Richard S. Schmidt oversees the
case.

The Debtor is represented by:

    Roderick Glen Ayers, Jr., Esq.
    LANGLEY BANACK INC.
    745 E Mulberry, Suite 900
    San Antonio, TX 78212-3166
    Tel: 210-736-6600
    Fax: 210-735-6889
    E-mail: gayers@langleybanack.com

Vianna Davila at The San Antonio Express News reports that
Ballenger, based in Harlingen, filed for bankruptcy a few days
after laying off most of its employees.  Many of those workers
were employed on road projects in Bexar County, where Ballenger
has three current contracts with the Texas Department of
Transportation and eight with the city of San Antonio.  Ballenger
also had 17 contracts elsewhere in the state.

The report says the company's bankruptcy attorney and company
principals, Joe Ballenger Sr. and Joe Ballenger Jr., were in court
Monday afternoon for an emergency hearing.  Lawyers for
Ballenger's two bonding companies, Liberty Mutual Insurance Co.
and Zurich American Insurance Co., also were part of the
proceedings.

On Saturday, Liberty filed a motion for relief from the automatic
stay.  At Monday's hearing, the report says, Judge Schmidt gave
Liberty control over 25 open construction projects to ensure their
completion.  Those include seven of the eight projects Ballenger
had under contract with the city of San Antonio.  All eight
contracts were valued at $95 million and were part of the city's
2007 bond.  Liberty also will handle all three of Ballenger's
TxDOT projects in San Antonio that had defaulted: the widening of
Interstate 10, from Huebner to Loop 1604 and two segments of the
Wurzbach Parkway construction.

The report relates TxDOT had already terminated two other San
Antonio projects it had with Ballenger, including one to build an
underpass on Medical Drive that was never started because of the
company's payment problems.  Zurich will handle the rest of
Ballenger's contracts.

The judge's order, the report relates, allows Liberty to put the
projects out to bid again, though it's still not clear how soon
work on them will start.  TxDOT said the timeline remains unclear
but said the agency is working with the bonding companies.

According to the Chapter 11 filing, the report continues, the
company has more than 3,000 creditors, including several in San
Antonio: Bexar Concrete Works, which alleges it is owed more than
$600,000, and Holt Cat, which has filed claims for nearly
$1 million.


BERMO ENTERPRISES: To Cancel Leases at 26 Stores
------------------------------------------------
Al Jones, writing for mlive.com reported that Ed Bernard, founder
and president of Bermo Enterprises, a Schoolcraft, Mich.-based
retailer, wholesaler and manufacturer of clothing sold at off-
price and discount prices, said his company was filing for
protection from creditors under Chapter 11 essentially to
reorganize its retail division and free it from leases at the 26
remaining stores it operates in Michigan, Indiana, Illinois and
Arkansas.

According to the report, Mr. Bernard said the division has seen
in-store sales drop by 50% over the past two years, making it
necessary to renegotiate leases and close many stores.  The
business has closed 16 stores and laid off about 190 workers since
it started to downsize the retail division more than a year ago.
Mr. Bernard said landlords' unwillingness to renegotiate leases
left his company with the bankruptcy filing as an alternative.

Bermo Enterprises, Incorporated, filed for Chapter 11 bankruptcy
(Bankr. W.D. Mich. Case No. 12-10207) on Nov. 26, 2012.  Judge
Jeffrey R. Hughes oversees the case.  Arthur J. Spector, Esq., at
Berger Singerman PA, represents the Debtor.  In its petition, the
Debtor estimated $1 million to $10 million in both assets and
debts.  The petition was signed by Edward Bernard, president.


BON VOYAGE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Bon Voyage Investments, LLC
        dba Cale's Car Wash & Lube
        4502 Edison Street
        Houston, TX 77009-3338

Bankruptcy Case No.: 12-38924

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  TOW & KOENIG, PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (832) 482-3979
                  E-mail: jkoenig@towkoenig.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Mian A. Bari, managing member.


BREWER EDUCATIONAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Brewer Educational Resources, Inc.
        311 Industrial Boulevard, Suite B
        McKinney, TX 75069

Bankruptcy Case No.: 12-43334

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Melissa Brewer, president/CEO.


CAMTECH PRECISION: Avstar Fuel's Reorganization Plan Confirmed
--------------------------------------------------------------
Judge Paul Hyman of the Bankruptcy Court for the Southern District
of Florida has confirmed the plan of reorganization filed by
Avstar Fuel Systems, Inc. dated Nov. 6, 2012.

The treatment of classified Claims and Equity Interests under the
Plan is as follows:

     a. Class 1 - Allowed DIP Lender Claim: Class 1 consists of
        the Allowed DIP Lender Claim of Ronald Weaver in the
        amount of $150,000.  On the Effective Date, the DIP Lender
        will subordinate its claims to all Allowed Claims in
        Classes 2 through 4 as its purchase price of the Debtor's
        equity.

     b. Class 2 - Allowed Regions Secured Claim: Commencing on the
        Effective Date, Regions Bank will receive: (i) $1,960,000
        98 equal monthly payments of $20,000 in full satisfaction,
        settlement, release, extinguishment and discharge of such
        Claim; (ii) a security interest in the furniture, fixture
        and equipment of the Debtor to secure payment of such
        $1,960,000; (iii) a promissory note from the Reorganized
        Debtor memorializing such $1,960,000 and any other
        documents Regions deems necessary to perfect its security
        interest for such note; and (iv) the respective personal
        guaranties of Ronald Weaver, an insider of the Debtor, and
        his wife Jacqueline Weaver, for any amount(s) owed to
        Regions with respect to such $1,960,000. The personal
        guaranties of Ronald Weaver and Jacqueline Weaver will not
        exceed $1,960,000.

     c. Class 3 - Allowed Wells Fargo Claim: Commencing on the
        Effective Date, Wells Fargo shall receive a total of
        $105,000 in 60 equal monthly payments of $1,750 in full
        satisfaction of the Claim. Wells Fargo has agreed to
        receive less than 100% of its Claim.

     d. Class 4 - Allowed General Unsecured Claims in the
        aggregate amount of $168,297.90, excluding any amounts
        claimed by Marvel- Schebler Air Craft Carburetors and/or
        Precision Airmotive. Commencing within 90 days after the
        Effective Date, the holders of Allowed General Unsecured
        Claims shall be paid the full amount of their Allowed
        Claim in equal quarterly payments for a period of 60
        months, which will accrue at an interest rate of 5% per
        annum, or at a rate as otherwise determined by the Court.

        Marvel-Schebler Air Craft Carburetors and the Debtor
        entered into a Stipulation that resolves the bankruptcy
        related elements of their disputes. Pursuant to the
        Stipulation, the Debtor agrees to increase the amount of
        the Plan payments to be escrowed under a disputed claim
        reserve from $108,000 to $168,000 for Marvel- Schebler Air
        Craft Carburetors.

     e. Class 5 - Allowed Equity Interests: On the Effective Date,
        all Allowed Equity Interests in the Debtor shall be deemed
        canceled and extinguished, and there shall be no
        distribution to the holders of Allowed Equity Interests.

                      About Camtech Precision

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises Inc.
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for the aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A.,
in Boca Raton, Florida, serves as counsel to the Debtors.  Carlos
E. Sardi, Esq., and Glenn D. Moses, Esq., at Genovese Joblove
Battista P.A., in Miami, Florida, represent the Official Committee
of Unsecured Creditors.  In its schedules, Camtech disclosed
assets of $10.98 million and debts of $14.63 million.


CANTERA DORADO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cantera Dorado, Inc.
        P.O. Box 4217
        Bayamon Gardens Sta.
        Bayamon, PR 00958-1217

Bankruptcy Case No.: 12-09558

Chapter 11 Petition Date: December 3, 2012

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

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  WINSTON VIDAL LAW OFFICE
                  P.O. Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114
                  E-mail: wvidal@prtc.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/prb12-09558.pdf

The petition was signed by Javier Cabrera Rivera, president.


CASCADE AG: Pickle, Sauerkraut Producer's Sale Falls Apart
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the purchaser backed out of an agreement to buy a
pickle and sauerkraut producer known as Pleasant Valley Farms for
$7.8 million.  There would have been a Nov. 30 auction for the
business had the buyer not given notice two weeks in advance that
it wouldn't go ahead with the purchase.

According to the report, the company said it was unable to find
another buyer to take over the contract.  The company said the
prospective buyer backed out in view of "subjective concerns about
the debtor's finances and accounting system integrity."

Mr. Rochelle also reports that there will be a Jan. 11 hearing in
U.S. Bankruptcy Court in Seattle where the company will request a
six-month extension of the exclusive right to propose a Chapter 11
plan.  The company said there are still five interested buyers.

The Chapter 11 reorganization begun in August is being financed
with a $550,000 loan.

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., filed for Chapter 11 bankruptcy
(Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012.  It
scheduled $25,820,499 in assets and $22,255,482 in liabilities.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  The petition was signed by Craig Staffanson,
president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq., at Ball Janik LLP.


CHEROKEE SIMEON: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Cherokee Simeon filed with the Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $33,600,000
  B. Personal Property                     $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $17,954,851
                                 -----------      -----------
        TOTAL                    $33,600,000      $17,954,851

A meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) was held
in the Debtor's case on Nov. 11, 2012.

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


CHURCH OF CHRIST: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Church of Christ of Old National, Inc.
        fka Old National Area Church of Christ
        2475 Creel Road
        Atlanta, GA 30349

Bankruptcy Case No.: 12-79949

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Timothy G. Cook, Esq.
                  Suite 150
                  1820 The Exchange
                  Atlanta, GA 30339
                  Tel: (770) 952-5000 ext. 13
                  Fax: (770) 955-6173
                  E-mail: tcookatt@aol.com

Scheduled Assets: $1,016,570

Scheduled Liabilities: $344,377

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Herbert H. Moore, chief executive
officer.


CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 81.55 cents-on-the-dollar during the week ended Friday, Dec. 7,
an increase of 0.78 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's 'Caa1' rating and
Standard & Poor's 'CCC+' rating.  The loan is one of the biggest
gainers and losers among 197 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Clear Channel

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

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

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

                        Bankruptcy Warning

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

                           *     *     *

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

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

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

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

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


CLAIRMONT VENTURES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Clairmont Ventures LLC
        3706 West Davis
        Suite D
        Conroe, TX 77304

Bankruptcy Case No.: 12-05711

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Northern District of Alabama (Birmingham)

Debtor's Counsel: Bradley Richard Hightower, Esq.
                  Daniel D. Sparks, Esq.
                  CHRISTIAN & SMALL LLP
                  505 20th Street North
                  Suite 1800
                  Birmingham, AL 35203
                  Tel: (205) 250-6661
                  Fax: (205) 328-7234
                  E-mail: brhightower@csattorneys.com
                          ddsparks@csattorneys.com

Scheduled Assets: $4,801,617

Scheduled Liabilities: $5,231,946

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by David B. Hendricks, manager.


COMMERCE PARK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Commerce Park Associates 13, LLC
        207 Quaker Lane Suite 300
        West Warwick, RI 02893

Bankruptcy Case No.: 12-13794

Chapter 11 Petition Date: December 5, 2012

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Diane Finkle

Debtor's Counsel: Ira B. Lukens, Esq.
                  LAW OFFICE OF IRA LUKENS
                  153 Grand Avenue
                  Cranston, RI 02905
                  Tel: (401) 996-9182
                  E-mail: ilukens@gmail.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Melissa A. Faria, manager.


CRAWFORDSVILLE LLC: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Crawfordsville, LLC
        P.O. Box 468
        Harlan, IA 51537

Bankruptcy Case No.: 12-03748

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Brayton, LLC                          12-03749
North Harlan, LLC                     12-03750
South Harlan, LLC                     12-03751

Chapter 11 Petition Date: December 7, 2012

Court: U.S. Bankruptcy Court
       Southern District of Iowa - Database (Council Bluffs)

About the Debtors: Brayton owns the 20-acre of land and buildings
                   known as Goldfinch Place in Audobon County,
                   Iowa, which is valued at $1.68 million.
                   Crawfordsville owns parcels of land in
                   Montgomery County, Indiana.

                   Crawfordsville, et al., are subsidiaries of
                   Natural Pork Production II, LLP.  Hog raiser
                   Natural Pork filed for Chapter 11 bankruptcy
                   (Bankr. S.D. Iowa Case No. 12-02872) on Sept.
                   11, 2012, in Des Moines.


Debtors' Counsel: Jeffrey D. Goetz, Esq.
                  BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE PC
                  801 Grand Avenue, Suite 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808
                  E-mail: bankruptcyefile@bradshawlaw.com

Crawfordsville's
Scheduled Assets: $9,171,959

Crawfordsville's
Scheduled Liabilities: $32,216,414

Brayton's
Scheduled Assets: $14,167,006

Brayton's
Scheduled Liabilities: $27,755,017

The petitions were signed by Lawrence F. Handlos, managing
partner, Natural Pork Prod. II, LLP, sole member.

A. Crawfordsville's list of its 19 largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Klaus Pohlman                      Trade Debt             $479,247
345 N. 600E
Crawfordsville, IN 47933

Land O Lakes                       Trade Debt              $32,601
P.O. Box 504125
Saint Louis, MO 63150-4125

PIC                                Trade Debt              $29,171
33614 Treasury Center
Chicago, IL 60694-3600

Ceres Solutions                    Trade Debt               $9,515

McCord Electrical                  Trade Debt               $6,809

Duke Energy                        Trade Debt               $3,523

Berend Turf & Tractor              Trade Debt               $1,735

Ceres Solutions                    Trade Debt                 $670

Darlington Municipal Utilities     Trade Debt                 $652

Hog Slat, Inc.                     Trade Debt                 $646

B&K Smith Trucking, Inc.           Trade Debt                 $600

Waste Management of Central        Trade Debt                 $429
Indiana

Swine Health Services, LLC         Trade Debt                 $349

Hog Slat, Inc.                     Trade Debt                 $212

E.J. Prescott, Inc.                Trade Debt                 $174

Waste Management of Central        Trade Debt                 $150
Indiana

Verizon Wireless                   Trade Debt                 $138

Whitewater Valley REMC             Trade Debt                 $133

U Rent It Center, Inc.             Trade Debt                  $61

B. Brayton said that it doesn't have unsecured creditors who are
not insiders.


CSD LLC: Files Schedules of Assets and Liabilities
--------------------------------------------------
CSD LLC filed with the Bankruptcy Court for the Northern District
of California its schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------             -----------     -----------
  A. Real Property                $50,774,001
  B. Personal Property             $2,003,782
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,275,361
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $81,927
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $715,071
                                 -----------      -----------
        TOTAL                    $52,777,783       $4,072,359

                           About CSD LLC

Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating
$50 million to $100 million in assets and $10 million to
$50 million in debts.  The petition was signed by Steven K.
Kennedy, manager of CSD Management, LLC, manager.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, all located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from Wayne Newton and
his wife, Kathleen, for $19.5 million to develop and operate a
museum/tourist attraction honoring the life and career of Wayne
Newton.  Situated on the purchased property is the current home of
the Newtons, known as "Casa de Shenandoah", which was to be used
to showcase Wayne Newton's memorabilia.  The museum remains
unopened.  DLH, LLC, which holds a 70% interest in the Debtor,
contributed nearly $60 million towards development of the museum.
DLH is a Nevada limited liability company, and its members are
Lacy Harber and Dorothy Harber.

Plans called for contributing $2 million toward the construction
of a new home for Mr. Newton on the acreage.  The new home hasn't
been built, so Mr. Newton still lives in the existing home, paying
minimal rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, and because the
Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is
unwilling to lend any additional funds to the Debtor on a
prepetition basis, the majority of the committee members voted in
favor of the bankruptcy filing.  Although the Debtor is out of
cash, it claims that it has substantial equity in its property.

The Debtor has decided that a sale of the Debtor's property
pursuant to Section 363 of the Bankruptcy Code, followed by the
filing of a plan of liquidation, is the Debtor's best option for
maximizing the value of the property and maximizing the return to
the Debtor's creditors and interest holders.

James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas,
represents the Debtor.  The Debtor's CRO is Odyssey Capital Group,
LLC.


CSD LLC: Hires Nathan & Associates as Real Estate Broker
--------------------------------------------------------
CSD LLC asks the U.S. Bankruptcy Court for permission to employ
Nathan & Associates, Inc., and Cheryl Kypreos as real estate
broker.

The firm will render brokerage services regarding the Debtor's
property, including developing a detailed package of materials
regarding the Debtor's Property, marketing the Property through
various formats, coordinating visits and investigation of the
Property by prospective purchasers, assisting the Debtor with the
auction, possibly assisting with locating financing sources,
generally assisting the CRO with his efforts and other efforts
related to a sale.

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

The firm will be compensated on a fee basis:

     a. $25,000 marketing expense, paid upon Court approval of
        retention;

     b. $100,000 success fee if an insider purchases the property;
        and

     c. $100,000 success fee, plus 3% commission if a non-insider
        prevails at the auction of the property.

Hearing on the motion is set for Dec. 17, 2012, at 1:30 p.m.

                           About CSD LLC

Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating
$50 million to $100 million in assets and $10 million to
$50 million in debts.  The petition was signed by Steven K.
Kennedy, manager of CSD Management, LLC, manager.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, all located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from Wayne Newton and
his wife, Kathleen, for $19.5 million to develop and operate a
museum/tourist attraction honoring the life and career of Wayne
Newton.  Situated on the purchased property is the current home of
the Newtons, known as "Casa de Shenandoah", which was to be used
to showcase Wayne Newton's memorabilia.  The museum remains
unopened.  DLH, LLC, which holds a 70% interest in the Debtor,
contributed nearly $60 million towards development of the museum.
DLH is a Nevada limited liability company, and its members are
Lacy Harber and Dorothy Harber.

Plans called for contributing $2 million toward the construction
of a new home for Mr. Newton on the acreage.  The new home hasn't
been built, so Mr. Newton still lives in the existing home, paying
minimal rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, and because the
Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is
unwilling to lend any additional funds to the Debtor on a
prepetition basis, the majority of the committee members voted in
favor of the bankruptcy filing.  Although the Debtor is out of
cash, it claims that it has substantial equity in its property.

The Debtor has decided that a sale of the Debtor's property
pursuant to Section 363 of the Bankruptcy Code, followed by the
filing of a plan of liquidation, is the Debtor's best option for
maximizing the value of the property and maximizing the return to
the Debtor's creditors and interest holders.

James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas,
represents the Debtor.  The Debtor's CRO is Odyssey Capital Group,
LLC.


CYLEX INC: Case Summary & 9 Unsecured Creditors
-----------------------------------------------
Debtor: Cylex Inc.
        8980-I Old Annapolis Road
        Columbia, MD 21045

Bankruptcy Case No.: 12-13259

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Stacy L. Newman, Esq.
                  William Pierce Bowden, Esq.
                  ASHBY & GEDDES
                  500 Delaware Ave., 8th Floor
                  P.O. Box 1150
                  Wilmington, DE 19899
                  Tel: (302) 654-1888
                  Fax: (302) 654-2067
                  E-mail: snewman@ashby-geddes.com
                          wbowden@ashby-geddes.com

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

Estimated Debts: $500,001 to $1,000,000

A copy of the Company's list of its nine unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/deb12-13259.pdf

The petition was signed by Brad L. Stewart, chairman, president,
CEO and secretary.


DEL-MAIR GROUP: Texas Court Orders $2.6MM Payment Over Fraud
------------------------------------------------------------
The U.S. Commodity Futures Trading Commission obtained a federal
court order against defendants Christopher D. Daley and his firm,
TC Credit Service, LLC doing business as Del-Mair Group, LLC, both
of Houston, Texas, requiring Daley and DMG to jointly pay $654,183
in restitution to defrauded investors and a civil monetary penalty
of $1,995,000.  The order also imposes permanent trading and
registration bans against the defendants and prohibits them from
violating the anti-fraud provisions of the Commodity Exchange Act
and CFTC regulations, as charged.

The order of default judgment, entered by Judge Keith P. Ellison
of the U.S. District Court for the Southern District of Texas,
stems from a CFTC enforcement action filed on June 18, 2012,
against Daley and DMG, charging them with solicitation fraud and
misappropriation in the operation of a commodity pool scheme.
Daley was owner and sole employee of DMG, and neither defendant
has ever been registered with the CFTC.

The order finds that Daley fraudulently solicited and accepted
over $1.4 million from customers to participate in a commodity
pool to trade crude oil futures contracts. In soliciting
customers, Daley represented that DMG would generate monthly
returns of 20% and distributed account opening documents that
guaranteed 20% to 60% monthly returns on deposits, the order
finds, noting that these representations were false. In reality,
Daley's trading accounts sustained net losses each month. The
order also finds that the defendants misappropriated customers'
funds by using those funds to pay other customers' purported
returns, to pay for Daley's personal expenses, and to trade in
Daley's personal commodity interest accounts. The defendants
distributed false account statements to pool participants
reporting returns supposedly earned as a result of Daley's futures
trading and acted in capacities requiring registration with the
CFTC, the order finds.

CFTC Division of Enforcement staff responsible for this case are
Eugene Smith, Patricia Gomersall, Antoinette Chance, Christine
Ryall, Paul Hayeck, and Joan Manley.


DETROIT, MI: Faces Possible Chapter 9 Filing
--------------------------------------------
According to a report by the Detroit News, preparations are being
made in the office of the Governor of Michigan for a managed
bankruptcy for Detroit.  The plans are proceeding even as the
state treasury sets about another financial review of the city's
finances, the newspaper said.  The bankruptcy contingency plan
"assumes that the state's financial review would find severe
financial distress in Detroit," and that the mayor and council of
the city would be unable to pass restructuring measures, the
newspaper reported.


DEX MEDIA EAST: Bank Debt Trades at 35% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 64.50 cents-on-
the-dollar during the week ended Friday, Dec. 7, an increase of
0.57 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 24, 2014.  The loan is one of the biggest gainers and losers
among 197 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                 About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection (Bank. D. Del. Case No. 09-11833 through 09-11852)
on May 28, 2009.  They emerged from bankruptcy on Jan. 29, 2010.
On the Effective Date and in connection with its emergence from
Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

                           *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DEX MEDIA WEST: Bank Debt Trades at 33% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 66.82 cents-on-
the-dollar during the week ended Friday, Dec. 7, an increase of
0.50 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014, and carries Moody's 'Caa3' rating and Standard & Poor's
'D' rating.  The loan is one of the biggest gainers and losers
among 197 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                  About R.H. Donnelley & Dex Media

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.

                           *     *     *

In early April 2012, Standard & Poor's Ratings Services raised its
corporate credit rating on Cary, N.C.-based Dex One Corp. and
related entities to 'CCC' from 'SD' (selective default). The
rating outlook is
negative.

"At the same time, we affirmed our issue-level rating on Dex Media
East Inc.'s $672 million outstanding term loan, Dex Media West
Inc.'s $594 million outstanding term loan, and R.H. Donnelley
Inc.'s $866 million outstanding term loan due 2014 at 'D'. The
recovery rating on these loans remains at '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.

"The company's March 9, 2012 amendment allows for ongoing subpar
repurchases of its term debt until 2013, as long as certain
conditions are met. Additionally, on March 22, 2012, the company
announced the commencement of a cash tender offer to purchase a
portion of its senior subordinated notes due in 2017 below par.
The term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue a subpar buyback. We believe that these
circumstances suggest a high probability of future subpar
buybacks, which are tantamount to default under our criteria," S&P
said.

"The 'CCC' corporate credit rating reflects our view that Dex
One's business will remain under pressure given the unfavorable
outlook for print directory advertising. We view the company's
rising debt leverage, low debt trading levels, weak operating
outlook, and steadily declining discretionary cash flow as
indications of financial distress. As such, we continue to assess
the company's financial risk profile as 'highly leveraged,' based
on our criteria. We regard the company's business risk profile as
'vulnerable,' based on significant risks of continued structural
and cyclical decline in the print directory sector. Structural
risks include increased competition from online and other
distribution channels as small business advertising expands across
a greater number of marketing channels," S&P said.


DRUM SAND: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Drum Sand & Gravel, Inc.
        18800 Massengill Road
        Harrisburg, AR 72432

Bankruptcy Case No.: 12-17048

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Arkansas (Jonesboro)

Judge: Audrey R. Evans

Debtor's Counsel: Thomas E. Fowler, Jr., Esq.
                  FOWLER LAW FIRM
                  601 S. Church Street
                  Jonesboro, AR 72401
                  Tel: (870) 931-3328
                  Fax: (870) 934-1416
                  E-mail: tfowler@suddenlinkmail.com

Estimated Assets: $0 to $50,000

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

The Company's list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/areb12-17048.pdf

The petition was signed by Jeff Drum, owner.


DYNEGY INC: ICS and LDH Energy Win Auction for Newburgh Plants
--------------------------------------------------------------
Dynegy Inc. disclosed the results of the U.S. Bankruptcy Court-
supervised auction sales process for the Roseton and Danskammer
power generation facilities located near Newburgh, New York.  The
winning bidders are ICS NY Holdings, LLC (ICS) and Louis Dreyfus
Highbridge Energy LLC (LDH Energy) for Danskammer and Roseton,
respectively, with a combined cash purchase price of $23 million
and the assumption of certain liabilities.  Dynegy filed a notice
with the Court earlier today seeking approval of the sales during
a hearing scheduled for Dec. 21, 2012.  The sale will close upon
the satisfaction of certain closing conditions and the receipt of
any necessary regulatory approvals.

Roseton will be sold to LDH Energy for $19.5 million in cash and
LDH Energy's assumption of certain liabilities, including
outstanding tax liabilities. LDH Energy has agreed to operate
under the terms of the expired union contract, as modified by the
unilaterally implemented "last, best and final" offer made to the
union on Nov. 7, 2012.  Danskammer will be sold to ICS for $3.5
million in cash and ICS' assumption of certain liabilities.
Danskammer, which was rendered inoperable as a result of
Superstorm Sandy, will be retired upon completing the appropriate
regulatory processes.  Following closing of the sale and
retirement notification process, ICS will demolish any remaining
structures and remediate the site. Dynegy is in the process of
communicating with employees whose jobs will be affected by the
facility sales.

                      Sale Proceeds

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dynegy Holdings LLC said that two plants near
Newburgh, New York, commonly known as the Roseton and Danskammer
facilities, fetched a combined $23 million.

According to the report, Louis Dreyfus Highbridge Energy LLC
bought the Roseton facility for $19.5 million.  ICS NY Holdings
LLC is taking the Danskammer plant for $3.5 million.  The
Danskammer plant was damaged by hurricane Sandy and will be
retired.  ICS will demolish the plant and remediate the site.

The report relates that sale proceeds will be distributed under
the settlement agreement underlying the reorganization plan
approved by the bankruptcy court and implemented on Oct. 1.
Holders of notes secured by the income stream from leases on the
plants, with a claim of some $540 million, will receive half of
the proceeds from sale of the two plants.  Other creditors of the
bankrupt subsidiaries will receive the other half of sale
proceeds.

                           About Dynegy

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

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

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

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

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

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

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

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

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

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


EAST SQUARE: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: East Square Development Company LLC
        5 N. West Avenue
        Fayetteville, AR 72701

Bankruptcy Case No.: 12-74519

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Stanley V. Bond, Esq.
                  BOND LAW OFFICE
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  E-mail: attybond@me.com

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

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

The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/arwb12-74519.pdf

The petition was signed by Richard P. Alexander, manager.


EASTMAN KODAK: Agreement With Samsung to Bring in $39 Million
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. received approval at the end of
last week for a settlement with CVS Pharmacy Inc., the largest
customer for its picture-printing kiosks.  There were no
objections.

According to the report, Kodak also signed an agreement with
Samsung Electronics Co. Ltd. that will generate about $39 million
in connection with termination of the consumer inkjet printer
business.

The report relates that CVS is the largest pharmacy operator in
the U.S. and the largest customer for Kodak's consumer photo-
printing business.  CVS claimed it was owed $11.4 million by
Kodak, while Kodak contended CVS owed $10.9 million.  The
settlement provides that CVS will pay Kodak $6.4 million cash
while Kodak gives CVS an approved unsecured claim for $18.4
million.  CVS also agreed to a four-year extension of the kiosk
contract that otherwise would have ended Dec. 31. CVS has 16,000
of Kodak's 105,000 kiosks.

According to the report, Kodak previously said it is looking for
someone to buy the kiosk business.  In September the company
announced it would close down the consumer inkjet printer
business.  Kodak's inkjet business includes an agreement where it
supplies ink to Samsung.  Kodak has the right to end the agreement
on one year's notice.

The report adds that the agreement with Samsung, scheduled for
approval in bankruptcy court on Dec. 19, calls for Samsung to pay
about $39 million cash while Kodak continues supplying ink until
September 2015.  The cash payment results largely from a so-called
hardware cost subsidy.

Rochester, New York-based Kodak said in September that it intends
to focus on the commercial printing business and might exit
Chapter 11 while continuing to license imaging technology.

Kodak's $400 million in 7% convertible notes due in 2017 last
traded on Dec. 7 for 10.25 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

                      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: Apple-Google Team Up for $500MM+ Patents Bid
-----------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports, citing people familiar with the situation,
that Apple Inc. and Google Inc. have joined forces to offer more
than $500 million to buy Eastman Kodak Co.'s patents out of
bankruptcy.

The two tech giants, competing for dominance of the smartphone
market, have partnered after leading two separate groups this
summer to buy some of Kodak's 1,100 imaging patents, said the
people, who asked not to be identified because the process is
private.

The Bloomberg report notes that unlikely partnerships are typical
in patent sales because they allow competitors to neutralize
potential infringement litigation.  A group including Apple,
Microsoft Corp. and Research In Motion Ltd. bought Nortel Networks
Corp.'s more than 6,000 patents for $4.5 billion out of bankruptcy
last year.  Google lost the auction for those patents after making
an initial offer of $900 million.

The Apple-led group pursuing Kodak's patents included Microsoft
and Intellectual Ventures Management LLC as of July, the people
said, while Google's partners included patent-aggregation company
RPX Corp. and Asian makers of Google's Android phones.  The two
groups had separately offered less than $500 million for Kodak's
portfolio.  They now teamed up to offer more together, said two of
the people.

Christopher Veronda, a spokesman for Rochester, New York-based
Kodak, declined to comment on the patent sale, citing a court-
ordered confidentiality agreement.

The Wall Street Journal previously reported that a consortium
offered more than $500 million for Kodak's digital patents.

Kodak obtained commitments for $830 million in exit financing last
month, contingent on its sale of the digital-imaging patents for
at least $500 million.

The patents for sale relate to the capture, manipulation and
sharing of digital images.  Kodak is selling them to fund a
turnaround after seeking Chapter 11 protection.  At the same time,
it's pursuing a plan to shrink the company and focus less on
photography and more on commercial, packaging and functional
printing and enterprise services.

In court documents, Kodak has said the patents may be worth $2.21
billion to $2.57 billion, based on an estimate by patent advisory
firm 284 Partners LLC.  Kodak said it has generated more than
$3 billion in revenue by licensing some of the digital-imaging
patents to users, including Samsung Electronics Co., LG
Electronics Inc., Google's Motorola Mobility unit and Nokia Oyj.

                      About Eastman Kodak

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

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

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

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

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

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

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

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


EL FARMER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: El Farmer Inc.
        PMB 353
        1312 Ave. Felix Aldarondo
        Isabel, PR 00662

Bankruptcy Case No.: 12-09687

Chapter 11 Petition Date: December 7, 2012

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

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  BIGAS & BIGAS
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444
                  Fax: (787) 842-4090
                  E-mail: modestobigas@yahoo.com

Scheduled Assets: $18,330,199

Scheduled Liabilities: $12,045,140

The petition was signed by Miguel A. Ramos Cruz, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Banco Popular De Pr                --                     $515,651
P.O. Box 362708
San Juan, PR 00936-2708

Banco Desarrollo Economico         --                     $191,670
P.O. Box 2134
San Juan, PR 00922-2134

Banco Popular De Pr                --                      $79,000
P.O. Box 362708
San Juan, PR 00936-2708

Banco Popular De Pr                --                      $53,000

Departamento de Hacienda           --                      $49,500

Pan American Gran Mfg Co Inc.      --                      $48,000

NW Consultans Group Inc.           --                      $19,461

Maderi Dairy System                --                      $11,200

Panamerican Fertilizer             --                      $6,366

Internal Revenue Service           --                      $4,712

Oscar Dairy Equipment              --                      $4,119

Association Productos de Leche     --                      $4,069
Isabela

Agrovet Inc.                       --                      $3,596

Agricola S & B                     --                      $3,170

Coloso Farm                        --                      $3,000

Fondo Del Seguro Del Estado        --                      $2,978

Q Waste Disposal                   --                      $2,005

Federacion de Asociaciones         --                      $1,744
Pecuarias de Pr Inc.

Dr. Benjamin Rivera                --                      $1,500

Association Productos de Leche     --                      $1,071


ELIZABETH MITCHELL: 10th Cir. BAP Won't Reopen Chapter 7 Case
-------------------------------------------------------------
Elizabeth C. Mitchell appeals the bankruptcy court's order denying
her motion to reopen her dismissed involuntary case and the order
denying reconsideration of that order.  Ms. Mitchell seeks to
reopen her dismissed involuntary case in order to file claims
against Lois Alcorn, Thomas Alcorn, and Daniel Noven, the
petitioning creditors, and Jeffrey Weinman, her former counsel,
under 11 U.S.C. Sec. 303(i).  The appeal turns on whether the
bankruptcy court abused its discretion in thrice refusing to set
aside a settlement agreement between Ms. Mitchell and the
Petitioning Creditors.

In a Dec. 3 ruling, the U.S. Bankruptcy Appellate Panel for the
Tenth Circuit agreed with the bankruptcy court that Ms. Mitchell
has failed to set forth any valid grounds warranting relief from
the order approving the settlement and that it is not appropriate
to reopen her bankruptcy case.

The case is ELIZABETH C. MITCHELL, Appellant, v. JEFFREY WEINMANN,
WILLIAM RICHEY, LOIS ALCORN, THOMAS L. ALCORN, BOULDER NETWORKS,
LLC, OPUS TECHNOLOGY, LLC, DANIEL A. NOVEN, RUSSEL TORTERE, WAYNE
PRATT, and UNITED STATES TRUSTEE, Appellees, BAP No. CO-11-086
(10th Cir.).  A copy of the Tenth Circuit BAP's Dec. 3, 2012
Opinion is available at http://is.gd/V4AGxyfrom Leagle.com.

Involuntary Chapter 7 bankruptcy petitions were filed against
Elizabeth Mitchell (Bankr. D. Colo. Case No. 07-10718) and
Chameleon Entertainment Systems, Inc. (Bankr. D. Colo. Case No.
07-10719) on Jan. 30, 2007.  The petitioning creditors,
represented by attorney Lee Kutner, Esq., are Lois Alcorn, Thomas
Alcorn, and David Noven.  On April 20, 2007, three creditors, Opus
Technology, LLC, Boulder Networks, LLC, and Russell Tortere,
joined the involuntary petitions against Chameleon.   The
involuntary cases were jointly administered.  On Feb. 6, 2008, Ms.
Mitchell's case was dismissed, and an order for relief entered in
Chameleon's case following a stipulation among the parties.


EMERSEN ENCLAVE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Emersen Enclave Development Co, LLC
        3196 Washington
        Beaumont, TX 77705

Bankruptcy Case No.: 12-10774

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Eastern District of Texas (Beaumont)

Debtor's Counsel: Frank J. Maida, Esq.
                  MAIDA LAW FIRM
                  4320 Calder Avenue
                  Beaumont, TX 77706-4631
                  Tel: (409) 898-8200
                  Fax: (409) 898-8400
                  E-mail: maidalawfirm@gt.rr.com

Scheduled Assets: $1,557,650

Scheduled Liabilities: $1,350,077

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Eddie Seniguar, managing member.


FIFTH AND YAMPA: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fifth and Yampa, LLC
        35 5th Street
        Steamboat Springs, CO 80487

Bankruptcy Case No.: 12-34762

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

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

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

The Company's list of its six largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cob12-34762.pdf

The petition was signed by Paul Franklin, manager.


FIRST STREET HOLDINGS: 9th Cir. BAP Vacates Foreclosure Ruling
--------------------------------------------------------------
The United States Bankruptcy Appellate Panel for the Ninth Circuit
in San Francisco, Calif., vacated a 2011 bankruptcy court order
that terminated the automatic stay and allowed secured creditor MS
Mission Holdings, LLC, to proceed with foreclosure sales against
the real properties of First Street Holdings NV, LLC, and its
affiliates.

Some of the First Street Parties borrowed funds from Mission's
predecessor in interest Capital Source Financing LLC.  Mission
claimed the outstanding Loan balance exceeded $95 million.  The
First Street Parties admitted that roughly $80 million was owed on
the Loan as of the time of their bankruptcy filings.

In seeking relief from stay in each of the bankruptcy cases,
Mission asserted that the First Street Parties had no equity in
the Properties and they were not necessary for an effective
reorganization; there's a lack of adequate protection of Mission's
interest in the Properties; and the bankruptcy cases had been
filed in bad faith.

The Ninth Circuit BAP held that the First Street Parties were
denied a meaningful opportunity to be heard when the bankruptcy
court excluded all of their non-appraiser expert testimony based
on their noncompliance with an oral scheduling deadline.

"We are persuaded that the bankruptcy court's error was not
harmless," the BAP said.  "The proposed testimony of the Non-
Appraiser Experts . . . likely could have influenced a number of
key determinations of the bankruptcy court, including its
determinations: (1) that the First Street Parties had no equity in
the Properties, (2) that the First Street Parties did not have a
realistic prospect for an effective reorganization, and (3) that
Mission did not have adequate protection of its interest in the
Properties."

The BAP remanded the matter for further proceedings.

The appellate case is, FIRST STREET HOLDINGS NV, LLC; LYDIAN SF
HOLDINGS, LLC; 78 FIRST STREET, LLC; 88 FIRST STREET, LLC; 518
MISSION, LLC; FIRST/JESSIE, LLC; JP CAPITAL, LLC; PENINSULA
TOWERS, LLC; SIXTY-TWO STREET, LLC, Appellants, v. MS MISSION
HOLDINGS, LLC, Appellee, BAP No. NC-11-1729-MkHPa (9th Cir.).  A
copy of the Ninth Circuit's Dec. 5, 2012 Memorandum is available
at http://is.gd/nXW734from Leagle.com.

The First Street entities were represented in the appellate case
by:

          Robert G. Harris, Esq.
          BINDER & MALTER, LLP
          2775 Park Avenue
          Santa Clara, CA 95050
          Tel: 408-295-1700
          Fax: 408-295-1531
          Rob@bindermalter.com

Mission is represented by:

          Harvey A. Strickon, Esq.
          PAUL, HASTINGS, JANOFSKY & WALKER LLP
          75 East 55th Street
          Tel: 212-230-7689
          E-mail: harveystrickon@paulhastings.com

                         About First Street

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.
Iain A. MacDonald, Esq., and Reno F.R. Fernandez III, Esq., at
MacDonald and Associates, in San Francisco, serve as the Debtor's
bankruptcy counsel.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.


FITZLORD INC: Vulcan Steel Files Ch.11 After Amex Cut Credit Line
-----------------------------------------------------------------
Mark Basch, Contributing Writer at Jackonsville (Fla.) Daily
Record, reports that FitzLORD Inc., which operates under the name
Vulcan Steel, filed a Chapter 11 bankruptcy petition last month
after American Express cut off its credit line.  According to the
report, court documents filed in U.S. Bankruptcy Court in
Jacksonville say the company "has been very successful in the
past.  Even in the current economic situation the Debtor was able
to keep afloat and pay its vendors and creditors timely."
However, "even though no payments were missed or untimely,
American Express decided to cut off the line of credit," it said.
That forced the company to file for Chapter 11.

The report notes U.S. Bankruptcy Judge Paul Glenn signed an order
Nov. 21 to allow Vulcan Steel to continue operations.

The report adds CEO Thomas Fitzpatrick said Friday that he had no
comment on the bankruptcy filing.

The report recounts Mr. Fitzpatrick and his wife, Nancy, bought
Vulcan Steel in 1996.  The company at 650 E. 27th St. fabricates
and erects steel for projects throughout the Southeast, according
to its website.  Court documents show that it currently has 19
employees.

The report notes the company received a $250,000 renovation grant
in 2002 from the Northwest Jacksonville Economic Development
Advisory Committee.  Vulcan had revenue of $3.5 million in 2011
and has produced revenue of $2.1 million so far in 2012, court
documents said.

Jacksonville, Fla.-based FitzLORD, Inc., dba Vulcan Steel, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 12-07494) on
Nov. 19, 2012.  Judge Paul M. Glenn oversees the case. The Law
Offices of Jason A. Burgess, Esq., serves as the Debtor's counsel.
The Chapter 11 petition listed $1.98 million in assets and $2.15
million 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/flmb12-07494.pdf The
petition was signed by Thomas E. Fitzpatrick, chief executive
officer.


FOREST LANE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Forest Lane Partners, Ltd.
        1985 Forest Lane
        Garland, TX 75042

Bankruptcy Case No.: 12-37573

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Keith William Harvey, Esq.
                  ANDERSON TOBIN PLLC
                  13355 Noel Rd.., Suite 1900
                  Dallas, TX 75240
                  Tel: (972) 789-1160
                  Fax: (214) 241-3970
                  E-mail: harvey@keithharveylaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Charles D. Henderson, manager.


FREESE II: Case Summary & 13 Unsecured Creditors
------------------------------------------------
Debtor: Freese II, Inc.
        dba Club Blaze
            Blazing Saddles
        c/o Paul Brenner
        2232 Major Loring Way
        Marietta, GA 30064

Bankruptcy Case No.: 12-80340

Chapter 11 Petition Date: December 6, 2012

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

Judge: Paul W. Bonapfel

Debtor's Counsel: Ian M. Falcone, Esq.
                  THE FALCONE LAW FIRM, P.C.
                  363 Lawrence Street
                  Marietta, GA 30060
                  Tel: (770) 426-9359
                  E-mail: attorneys@falconefirm.com

Scheduled Assets: $31,290

Scheduled Liabilities: $2,185,935

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-80340.pdf

The petition was signed by Maurine Whorton, CFO.


GASCO ENERGY: Receives Notice of NYSE MKT Listing Deficiency
------------------------------------------------------------
Gasco Energy, Inc., disclosed that on Dec. 6, 2012, it received
notice from the NYSE MKT LLC indicating that it does not satisfy
the continued listing standards of the Exchange set forth in
Section 1003(f)(v) of the NYSE MKT LLC Company Guide because the
Company's common stock has traded at a low price per share for a
substantial period of time.  The Company has not yet determined
what action, if any, it will take in response to this notice.  In
the notice, the Exchange predicates the Company's continued
listing on the Exchange on the Company effecting a reverse stock
split of its common stock by June 6, 2013.

There can be no assurance that the Company will be able to achieve
compliance with the Exchange's continued listing standards within
the required time frame.  If the Company is not able to regain
compliance with the continued listing standards by the end of the
specified period, the Company will be subject to delisting
procedures as set forth in the Company Guide.

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com/--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.


GLOBAL K: Case Summary & 4 Unsecured Creditors
----------------------------------------------
Debtor: Global K, Inc.
        7244 Greentree Road
        Bethesda, MD 20817

Bankruptcy Case No.: 12-36898

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Donald Park, Esq.
                  SHIN LAW GROUP, LLC
                  7702 Leesburg Pike #400
                  Falls Church, VA 22043
                  Tel: (571) 405-6540
                  Fax: (571) 405-6543
                  E-mail: dpark13317@msn.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 four unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb12-36898.pdf

The petition was signed by Kyoung Y. Bae, director.


GRAPHIC PACKAGING: Moody's Affirms 'Ba3' CFR; Rates Loan 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned Graphic Packaging International
Inc.'s proposed $300 million term loan due 2017 a Ba2 rating and
affirmed the company's Ba3 corporate family rating and SGL-2
speculative grade liquidity rating. The rating outlook remains
positive.

The rating affirmation and positive rating outlook reflect Moody's
expectation that Graphic Packaging's credit measures will improve
over the next 12 to 18 months from a combination of modest
earnings improvement and debt reduction. While the proposed term
loan borrowing coupled with drawings under the company's revolver
to fund two recently announced acquisitions will initially
increase the company's adjusted leverage above 4x (pro forma
September 2012), Moody's expects that the company's ability to
generate cash flow and pay down debt will result in leverage of
around 3.5 to 4x over the next 12 to 18 months.

Assignments:

  Issuer: Graphic Packaging International Inc.

    Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3, 33%)

Graphic Packaging intends to use the net proceeds from the
proposed term loan to fund a direct share repurchase from its
existing ownership group. The proposed term loan will have
identical terms and conditions to the company's existing Ba2 rated
$988 million term loan. This includes guarantees from parent
entities, guarantees from direct and indirect domestic
subsidiaries, being secured by substantially all of the company's
assets and ranking senior to all of the company's unsecured
indebtedness. The proposed term loan will have the same rating as
the company's senior secured revolver and the senior secured term
loans (Ba2, one notch above the Ba3 CFR), reflecting their
preferential position in the capital structure and the loss
absorption cushion provided by the $675 million of unsecured notes
and other unsecured obligations. The rating is subject to the
conclusion of the proposed transaction and Moody's review of final
documentation.

RATINGS RATIONALE

Graphic Packaging's Ba3 corporate family rating reflects expected
adjusted leverage of about 3.5 to 4x and steady operating
performance that benefits from providing packaging for the
relatively stable food and beverage segment. The rating is
supported by the company's relatively low cost vertically
integrated asset base and the company's leading industry position
in the North American folding cartons packaging industry. The
rating is constrained by the company's exposure to volatile fiber
and energy costs and the expectation of continued acquisitions.

Graphic Packaging's SGL-2 liquidity rating indicates good
liquidity. This is supported primarily by about $515 million of
availability under the company's $1 billion senior secured
revolving credit facility that matures in March 2017 and
approximately $36 million of cash on-hand (as of September 2012
proforma for drawdown for European acquisitions). Moody's
estimates that Graphic Packaging will generate about $220 million
of annual free cash flow and will remain in compliance with its
debt covenants over the next 12 months. The company has modest
near-term debt maturities of about $60 million. Most of the
company's assets are encumbered.

The positive outlook reflects Moody's expectation that the company
will continue to generate strong financial and operating results.
Moody's also expects the company will benefit from continued debt
reduction, improved productivity and growing geographic
diversification through the integration of its recently acquired
European operations. Moody's could upgrade the ratings if Graphic
Packaging is able to maintain a good liquidity position and
sustain normalized (RCF-Capex)/Debt of around 10% and Debt/EBITDA
of around 3.5x (including Moody's standard adjustments). While
there is limited downward pressure on the ratings, the outlook
would be stabilized should the company face significant price and
volume deterioration, material deterioration in liquidity
arrangements, (RCF-Capex)/Debt of around 5%, or if Debt/ EBITDA
remains above 4.0x on an adjusted basis.

The principal methodology used in rating Graphic Packaging was the
Global Paper and Forest Products Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Graphic Packaging, headquartered in Atlanta, Georgia, is a leading
provider of paperboard packaging solutions. The company
manufactures and supplies folding cartons and multi-pack beverage
carriers, coated unbleached kraft paperboard, coated recycled
board, and machinery-based packaging systems for the food and
beverage industry. The company is also a leading supplier of
flexible packaging, including multi-wall bags, plastics and
labels. Graphic Packaging generated approximately $4.3 billion in
revenue (LTM September 2012).


HARBINGER GROUP: Moody's Raises CFR to B2; Rates Sec. Notes B3
--------------------------------------------------------------
Moody's Investors Service upgraded Harbinger Group's Corporate
Family Rating to B2 from B3, and rated its new $650 million
secured notes B3. The upgrade in the CFR reflects the expected
cash flow and diversification benefits from its planned joint
venture with EXCO Resources, Inc. (B1 stable) and improved credit
metrics. The outlook is stable. Should the transaction with EXCO
Resources not close, ratings could be downgraded and hence
restored to their prior levels.

Proceeds from the notes will be used to refinance the company's
existing $500 million secured notes, pay breakage fees, and
transaction expenses, and build cash by about $85 million. The
existing secured notes were upgraded to B3, but will be withdrawn
at close.

In November 2012, Harbinger Group announced a joint venture with
EXCO Resources, Inc. to create a private limited partnership (the
"EXCO Partnership") that will purchase and operate EXCO's
producing U.S. conventional oil and gas assets, for $725 million.
The Partnership will own assets in West Texas including and above
the Canyon Sand formation as well as in the Danville, Waskom,
Holly and Vernon fields in East Texas and North Louisiana. In
exchange for its cash investment, Harbinger Group will directly
and indirectly have a net 74.5% total equity interest in the EXCO
Partnership. The transaction is expected to close in early 2013.

"The upgrade in the Corporate Family Rating reflects the expected
credit metric improvement because of the anticipated dividends
from the EXCO Partnership," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. The upgrade also reflects
improved industry diversification as Harbinger expands to another
platform beyond consumer and financial services. "Assuming both
the EXCO Partnership acquisition and the bond offering close, we
expect that dividends Harbinger will receive will cover the
interest expense and preferred dividends it pays by around 1.4
times in 2013," Mr. Cassidy noted.

The following rating was assigned:

  $650 million senior secured notes due December 2017 at B3 (LGD
  4, 58%);

The following ratings were upgraded:

  Corporate Family Rating to B2 from B3;

  Probability of Default Rating to B2 from B3;

The following rating was upgraded, but will be withdrawn at close:

  $500 million senior secured notes to B3 (LGD 4, 58%) from Caa1
  (LGD 4, 50%);

The following rating was affirmed:

  Speculative grade liquidity rating at SGL 3

Ratings Rationale

Harbinger Group's B2 Corporate Family Rating reflects its high
financial leverage, thin fixed charge coverage, modest industry
and product diversification, and aggressive financial policy. The
rating is constrained by the lack of committed dividends to cover
interest, preferred dividends and operating expenses, as well as
the continuing SEC investigation of Harbinger's CEO. The rating is
supported by the credit profile of its subsidiaries (Spectrum
Brands at B1 and FG Insurance at Ba1).

The stable outlook reflects Moody's expectation that following the
EXCO transaction, Harbinger will receive sufficient dividends to
fully cover its own fixed charges, but will remain a highly
leveraged operation. The outlook further reflects Moody's
expectation that Harbinger Group will maintain an adequate
liquidity profile.

The rating could be downgraded if the operating performance of
Harbinger Group's subsidiaries deteriorate, resulting in the
suspension or reduction of dividends, or if dividends received
from the EXCO joint venture are lower than anticipated.
Specifically, ratings could be downgraded if cash coverage of
fixed charges (dividends received to interest and preferred
dividends paid) falls below 1 time. The rating could also be
downgraded if charges are brought by the SEC against Harbinger
Group or if the transaction with EXCO Resources does not close.

An upgrade would require a substantial improvement in fixed charge
coverage and full resolution to the corporate governance issues
with certain executive officers. Fixed charge coverage sustained
around 2.5 times is necessary for an upgrade to be considered.

Moody's subscribers can find further details in the Harbinger
Group Credit Opinion published on Moodys.com.

Located in New York City, Harbinger Group is a holding company
whose principal focus is to acquire or enter into combinations
with businesses in diverse segments. The company's two operating
subsidiaries are Spectrum Brands (B1) and F&G Insurance (Ba1).
Harbinger Group will also have a 74.5% total equity interest in a
limited partnership (EXCO Partnership) that owns EXCO Resources'
(B1) conventional oil and natural gas assets in West Texas if the
transaction closes. The company generated approximately $75
million in revenue (dividends received) for the year ending
September 30, 2012. Revenues pro forma for the EXCO partnership
will be around $120 million.

The principal methodologies used in rating Harbinger Group were
Moody's Global Packaged Goods Industry methodology published in
July 2009, Moody's Rating Methodology for U.S. Health Insurance
Companies published in May 2011, Global Independent Exploration
and Production Industry Methodology published in December 2011 and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found on Moody's
website.


HARBINGER GROUP: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Harbinger Group Inc. (HRG). The outlook is
stable.

"At the same time, we assigned a 'B' issue-level rating and '3'
recovery rating to HRG's proposed $650 million 8.0% senior secured
notes due 2017. The '3' recovery rating indicates our expectation
of meaningful recovery (50% to 70%) for creditors in the event of
a payment default or bankruptcy," S&P said.

"We will withdraw our 'B-' issue-level rating and '5' recovery
rating on the company's $500 million 10.625% senior secured notes
upon completion of the transaction," S&P said.

"The ratings on HRG reflect Standard & Poor's analysis that the
company's creditors will remain structurally subordinated to the
liabilities of its current and future operating subsidiaries. The
ratings also reflect our view that its operating portfolio lacks
diversification (though it's expected to slowly improve through
future acquisitions), and management has a limited track record
with its stated investment strategy of seeking controlling equity
stakes and maintaining ownership over an extended time horizon. We
also believe there is limited transparency with respect to the
nature of its temporary investments," S&P said.

"We believe the company's high cost of capital impedes its
investment strategy," said Standard & Poor's credit analyst Brian
Milligan. "We forecast debt service coverage ratios will remain
weak based on the current portfolio composition."

HRG is a publicly-listed holding company focused on obtaining
controlling equity positions across a diversified set of
industries, including consumer products/retail, insurance and
financial services, energy, natural resources, and agriculture.
Current operating subsidiaries include Spectrum Brands Inc.
(B/Positive/--) and Fidelity & Guaranty Life Insurance Co.
(BB/Positive/--).


HARDIN-WALKER DEVELOPMENT: Case Summary & 10 Unsecured Creditors
----------------------------------------------------------------
Debtor: Hardin-Walker Development, Inc.
        1400 Settlers Way
        Seguin, TX 78155
        Tel: (830) 372-9989

Bankruptcy Case No.: 12-53809

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Todd A. Prins, Esq.
                  PRINS LAW FIRM
                  4940 Broadway, #108
                  San Antonio, TX 78209
                  Tel: (210) 820-0833
                  Fax: (210) 820 0929
                  E-mail: taprins@prinslaw.com

Estimated Assets: $50,001 to $100,000

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/txwb12-53809.pdf

The petition was signed by Paul Walker, president.


HAWKER BEECHCRAFT: Court Fixes Date to Decide on Pilatus License
----------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein said Hawker Beechcraft, Inc.,
should decide by Jan. 7, 2013, whether to assume or reject a 2004
agreement with Pilatus Aircraft Ltd.

Pilatus, a Swiss company, manufactured the Pilatus PC-9 Advanced
Turboprop Trainer aircraft .  Under the agreement, Pilatus
continued to grant Beech Aircraft Corp., Hawker's predecessor, a
right and license to use the data and inventions of the PC-9
belonging to Pilatus to the extent required by Beech to
manufacture, sell and support its aircraft, including the Texan
T-6.  In return, Beech agreed to pay royalties to Pilatus in
connection with aircraft sales, including those sold to the United
States for the United States Air Force and Navy for the Joint
Primary Aircraft Training System program and internationally to
other customers.

The manufacture and sale of the Texan T-6 Trainer is one of the
most important sources of revenue for the Debtors.  In calendar
year 2011, the Trainer/Attack segment of the Debtors' business,
which includes the T-6 Texan II, accounted for 26% of the Debtors'
consolidated sales.

Until shortly before the bankruptcy filing, Hawker accounted for
and paid all royalties to Pilatus due under the Agreement.

Although Hawker continued to manufacture and sell the T-6 Trainer
post-petition, it stopped making royalty payments to Pilatus.

Pilatus has filed two applications.  It moved to compel the
immediate payment of the post-petition royalties as an
administrative expense.  The Debtors opposed the motion
contending, among other things, that "the Debtors have grounds to
believe that they potentially are not using any of [Pilatus's]
intellectual property in their present aircraft production
process."  Pilatus also seeks to compel the Debtors to make the
assumption/rejection decision regarding the Agreement prior to
confirmation.

The Debtors have argued that Pilatus is not harmed by waiting; it
is not expending any sums to perform under the Agreement.
Furthermore, if the Debtors assume the Agreement, they will
promptly cure all defaults, and if they reject it at the time of
confirmation, Pilatus will have the same rejection damage claim it
would have if the Debtors rejected the Agreement today.

The Debtors' Amended Plan requires the Debtors to file a Plan
Supplement 10 business days before the voting deadline, which will
include a Schedule of Assumed Executory Contracts and Unexpired
Leases.   The confirmation hearing is scheduled for Jan. 31, 2013.

The Debtors have committed themselves to decide which executory
contracts they intend to assume by Jan. 7, 2013, and the actual
assumption will occur with the entry of the confirmation order on
or shortly after Jan. 31.

Judge Bernstein, however, noted that the actual deadline is open-
ended.  The Amended Plan permits the Debtors to modify the
Assumption Schedule prior to the "Effective Date," or to such
later date as determined by the Court.  The "Effective Date" is a
business day after the confirmation date on which no stay of the
confirmation order is in effect and all of the condition
precedents specified in the Plan have been satisfied or waived.
The numerous conditions precedent include the requirement that the
confirmation order is final, the exit financing has closed and the
treatment of the pension plans is acceptable to certain parties.

"The Effective Date is open-ended, and there may be a significant
gap between the entry of the confirmation order and the Effective
Date, including the time needed to resolve any appeals from the
confirmation order. During that gap, the Debtors have the absolute
right to change their mind about the assumption or rejection of
the Agreement," Judge Bernstein said.  "The Debtors' ability to
extend the assumption/rejection date beyond the entry of the
confirmation order is a question for another day. For present
purposes, the Debtors have imposed upon themselves a deadline to
file the Assumption Schedule by January 7, 2013. This is strong
evidence that they will be in a position to decide whether to
assume or reject the Agreement by then."

According to Judge Bernstein, although the motion is presented as
a two party dispute, it is much broader. If the Debtors reject the
Agreement, Pilatus will commence a lawsuit to enjoin the Debtors
from using its IP and, perhaps, manufacturing and selling the T-6
Trainer. They may also seek preliminary injunctive relief.  The
judge said the Debtors' future prospects likely depend on whether
the Debtors can continue to manufacture the T-6 Trainer.
Assumption will remove any doubt but rejection may cast a cloud
over the Debtors' immediate and long-term future.  The Debtors'
right to manufacture the T-6 Trainer should be determined at the
earliest possible date, and these factors weigh in favor of
compelling the Debtors to make the assumption or rejection
decision on a specified date rather than at some indefinite time
in the future, the judge said.

A copy of the Court's Dec. 7 Memorandum Decision and Order is
available at http://is.gd/JnjQkmfrom Leagle.com.

Pilatus Aircraft Ltd. is represented by Franck D. Chantayan, Esq.,
and Bruce J. Berman, Esq., at Carlton Fields, P.A., West Palm
Beach, Florida; and Paul D. Leake, Esq., Kelsey I. Nix, Esq., Jane
Rue Wittstein, Esq., and Lance E. Miller, Esq., at Jones Day.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


HEADWATERS INC: S&P Alters Ratings Outlook to Stable
----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on South
Jordan, Utah-based Headwaters Inc. to stable from negative. "At
the same time, we affirmed our ratings on company, including our
'B' corporate credit rating," S&P said.

"The outlook revision and rating affirmation reflect our
expectations for increased end-market demand on improvement in new
housing construction activity," said Standard & Poor's credit
analyst Maurice Austin. "The corporate credit rating on South
Jordan, Utah-based Headwaters Inc. reflects the combination of
what Standard & Poor's consider to be the company's "weak"
business risk profile and "highly leveraged" financial risk
profile. The weak business risk profile reflects Headwaters'
exposure to cyclical residential and nonresidential end markets,
partially offset by moderate product diversity and leading
positions in the coal combustion business. Our financial risk
assessment anticipates leverage will be below previous
expectations, but still high at around 5.5x EBITDA next year."

Standard & Poor's economists now predict housing starts to improve
by 36% and non-residential construction to improve by 3.6% in
2013. "We assume this improvement continues into 2014 with housing
starts and non-residential construction predicted to grow by 34%
and 6.4%, respectively. We believe operating conditions for the
company's building products, fly ash and coal-cleaning businesses
will gradually improve as housing markets, non-residential
construction and the general economy continue to recover. We
expect fiscal 2013 sales of light building products, which
represent about 55% of sales, to grow about 2% given our
expectations for improvement in new home construction and
residential remodeling spending from current levels. In
addition, operating conditions for the company's heavy
construction materials, including coal combustion products, which
account for approximately 45% of sales, should grow about 1% as
the commercial construction markets begin to rebound from their
cyclical lows. As a result, we expect 2013 EBITDA to improve to
about $110 million from about $100 million in 2012 and to improve
to about $125 million in 2014. Despite our expectations for robust
growth in housing starts, we expect 2014 housing starts to still
be below the long-term average of 1.5 million. Consequently, we
expect 2013 debt to EBITDA of about 5.5x and funds from operations
(FFO) to debt of about 15% and 2014 debt to EBITDA of below 5x and
FFO to debt of about 17%, levels commensurate with a 'highly
leveraged' financial profile. The risk to our forecasts is
primarily weaker-than-expected growth in construction activity,"
S&P said.

Headwaters is a diversified company providing products,
technologies, and services in three industry sectors: building
materials, coal combustion products, and alternative energy. The
company sells building products such as manufactured architectural
stone, siding accessory products, and concrete blocks, coal
combustion products, and other energy-related products and
services.

"The outlook is stable, reflecting our expectations that the
improvement in housing starts and non-residential construction
will result in better operating performance for Headwaters.
Consequently, we expect credit measures to improve to levels more
in line with our assessment of its highly leveraged financial risk
profile with 2013 leverage of about 5.5x and FFO to debt of about
14%," S&P said.

"We could lower the ratings if operating conditions become weaker
than we anticipate due to lower-than-expected residential
construction activity or fly ash demand, resulting in lower sales
volumes that are not offset by cost reductions. We believe such
weaker market conditions could result in significantly less EBITDA
such that leverage exceeds 7x and FFO to debt is below 10%. We
could also lower the ratings if a decline in EBITDA caused the
company to use cash to fund operating losses, resulting in a drop
in liquidity materially below $80 million of combined cash on hand
and revolver availability. Although unlikely in the near term, we
could raise the rating if 2014 sales growth exceeded 5% with at
least 36% gross margins, resulting in leverage likely to be
maintained at about 4x and FFO to debt to exceed 20%. This could
occur if there is a greater-than-expected recovery in residential
and commercial construction," S&P said.


HOLLER CORPORATION: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Holler Corporation
        225 West Bridger Creek Road
        Reed Point, MT 59069

Bankruptcy Case No.: 12-61888

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: Malcolm H. Goodrich, Esq.
                  P.O. Box 1899
                  Billings, MT 59103
                  Tel: (406) 256-3663
                  Fax: (406) 256-3660
                  E-mail: mgoodrich@goodrichlaw.com

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

Estimated Debts: $500,001 to $1,000,000

A copy of the Company's list of its two unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mtb12-61888.pdf

The petition was signed by Craig D. Whitlock, chairman and
president.


HOMER CITY: Court Approves Epiq as Solicitation Agent
-----------------------------------------------------
Homer City Funding LLC sought and obtained a Bankruptcy Court
ruling dated Dec. 5 authorizing it to employ Epiq Bankruptcy
Solutions, LLC as solicitation agent.  Epiq, among other things:

   a. assisted with the solicitation, including balloting,
      tabulation and calculation of votes, well as prepare any
      appropriate reports, as required in furtherance of
      confirmation of the Debtor's Plan of Reorganization;

   b. generated an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results; and

   c. provided other services relating to the solicitation.

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

                      About Homer City Funding

Homer City Funding LLC, a special-purpose entity created to
finance a coal-fired electric generating facility 45 miles
(72 kilometers) from Pittsburgh, initiated a prepackaged Chapter
11 reorganization (Bankr. D. Del. Case No. 12-13024) on Nov. 5,
2012, to transfer ownership of the plant.  The project is operated
under a lease by an affiliate of power producer Edison Mission
Energy.  The project's owner is an entity that is 90%-controlled
by an affiliate of General Electric Capital Corp. and 10% by an
affiliate of MetLife Inc.

Upon confirmation of the Plan, ownership will transfer to an
entity controlled by GECC and MetLife.  The new owner will issue
new bonds in exchange for the existing bonds.

Judge Kevin Gross oversees the case.  Paul Noble Heath, Esq., and
Zachary I Shapiro, Esq., at Richards, Layton & Finger, serve as
the Debtor's counsel.  Epiq Bankruptcy Solutions serves as claims
agent.

In its petition, Homer City estimated $500 million to $1 billion
in both assets and debts.  The petition was signed by Thomas M.
Strauss, authorized officer.

The petition listed two unsecured creditors: The Bank of New York
Mellon, as trustee for the $465,976,000 in 8.734% Senior Secured
Bond maturing in 2026; and BNY Mellon, as trustee for the
$174,000,000 in 8.137% Senior Secured Bond maturing in 2019.  BNY
Mellon is represented by Glenn E. Siegel, Esq. --
glenn.siegel@dechert.com -- at Dechert LLP.

GE Capital is represented by Debra A. Dandeneau, Esq,. at Weil
Gotshal & Manges LLP in New York.  MetLife is represented by its
chief counsel of securities investments.

A group of PSA bondholders is represented by George A. Davis,
Esq., at Cadwalader Wickersham & Taft LLP in New York.

On Dec. 6, the Bankruptcy Court confirmed the Debtor's plan of
reorganization.  The plan was accepted prepetition by the required
majorities of the holders of $640 million in bonds.  An affiliate
of General Electric Capital Corp. holds $103 million, or 16%, of
the bonds.  Under the Plan, ownership will transfer to an entity
controlled by GECC and Metropolitan Life Insurance Company.  The
new owner will issue new bonds in exchange for the existing bonds.
The new bonds will be in a principal amount equal to the
outstanding principal and unpaid interest on the old bonds at the
non-default rate. The new bonds will have the same interest rates
and maturities. Interest on the new bonds can be paid by issuing
more bonds through April 2014.  GECC will provide the project with
a $75 million secured credit on emergence from Chapter 11.  Equity
interests in the Debtor is cancelled under the Plan.


HOMER CITY: Court Approves Richards Layton Hiring
-------------------------------------------------
The Bankruptcy Court on Dec. 6 granted Homer City Funding LLC,
permission to employ Richards, Layton & Finger, P.A. as counsel.

RL&F received a total retainer of $125,000 from EME Homer City, on
the Debtor's behalf, as compensation for professional services
rendered and reimbursement for expenses incurred in connection
with the commencement of the Chapter 11 Case.  The Debtor proposes
that the remainder of the retainer paid to RL&F and not expended
for prepetition services and disbursements be treated as an
evergreen retainer to be held by RL&F as security throughout the
Debtor's bankruptcy case until RL&F's fees and expenses are
awarded and payable to RL&F on a final basis.

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

                      About Homer City Funding

Homer City Funding LLC, a special-purpose entity created to
finance a coal-fired electric generating facility 45 miles
(72 kilometers) from Pittsburgh, initiated a prepackaged Chapter
11 reorganization (Bankr. D. Del. Case No. 12-13024) on Nov. 5,
2012, to transfer ownership of the plant.  The project is operated
under a lease by an affiliate of power producer Edison Mission
Energy.  The project's owner is an entity that is 90%-controlled
by an affiliate of General Electric Capital Corp. and 10% by an
affiliate of MetLife Inc.

Upon confirmation of the Plan, ownership will transfer to an
entity controlled by GECC and MetLife.  The new owner will issue
new bonds in exchange for the existing bonds.

Judge Kevin Gross oversees the case.  Paul Noble Heath, Esq., and
Zachary I Shapiro, Esq., at Richards, Layton & Finger, serve as
the Debtor's counsel.  Epiq Bankruptcy Solutions serves as claims
agent.

In its petition, Homer City estimated $500 million to $1 billion
in both assets and debts.  The petition was signed by Thomas M.
Strauss, authorized officer.

The petition listed two unsecured creditors: The Bank of New York
Mellon, as trustee for the $465,976,000 in 8.734% Senior Secured
Bond maturing in 2026; and BNY Mellon, as trustee for the
$174,000,000 in 8.137% Senior Secured Bond maturing in 2019.  BNY
Mellon is represented by Glenn E. Siegel, Esq. --
glenn.siegel@dechert.com -- at Dechert LLP.

GE Capital is represented by Debra A. Dandeneau, Esq,. at Weil
Gotshal & Manges LLP in New York.  MetLife is represented by its
chief counsel of securities investments.

A group of PSA bondholders is represented by George A. Davis,
Esq., at Cadwalader Wickersham & Taft LLP in New York.

On Dec. 6, the Bankruptcy Court confirmed the Debtor's plan of
reorganization.  The plan was accepted prepetition by the required
majorities of the holders of $640 million in bonds.  An affiliate
of General Electric Capital Corp. holds $103 million, or 16%, of
the bonds.  Under the Plan, ownership will transfer to an entity
controlled by GECC and Metropolitan Life Insurance Company.  The
new owner will issue new bonds in exchange for the existing bonds.
The new bonds will be in a principal amount equal to the
outstanding principal and unpaid interest on the old bonds at the
non-default rate. The new bonds will have the same interest rates
and maturities. Interest on the new bonds can be paid by issuing
more bonds through April 2014.  GECC will provide the project with
a $75 million secured credit on emergence from Chapter 11.  Equity
interests in the Debtor is cancelled under the Plan.


HOSTESS BRANDS: Pension Funds Never Deducted from Paychecks
-----------------------------------------------------------
Hostess Brands Inc. responded to news reports that inaccurately
suggested that it inappropriately used pension money to fund its
operations prior to filing bankruptcy in January 2012.

Hostess noted that as it has repeatedly disclosed, it suspended
contributions to its multi-employer pension plans in August 2011
because it faced a severe liquidity crisis and could no longer
afford to maintain its pension contributions.

Over the course of several decades, various labor bargaining units
for Hostess Brands' employees negotiated the right to convert
portions of their future wage increases to pension contributions.
Once the bargaining units exercised these rights, such future
amounts became permanent pension contributions that were separate
and distinct from wages.

At no time were these pension contributions paid as wages, so no
funds were ever "deducted from paychecks," as one news outlet
erroneously reported.  Hostess Brands has at all times continued
to pay its union employees' current wages in full compliance with
its collective bargaining agreements.

The pension plans may assert and have asserted claims in Hostess'
bankruptcy cases for missed prepetition and postpetition pension
contributions.

                      About Hostess Brands

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

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

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

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

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

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

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

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

The bankruptcy judge signed a formal order on Nov. 30 giving final
approval to wind-down procedures. The latest budget projects the
$49 million loan for the Chapter 11 case being paid down to
$21.2 million by Feb. 22.


HOTEL AIRPORT: Disclosure Statement Hearing Rescheduled Sine Die
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
rescheduled at a later date yet to be determined the hearing to
consider adequacy of the Disclosure Statement explaining Hotel
Airport Inc.'s Chapter 11 Plan.

The Disclosure Statement hearing was originally scheduled for
Nov. 27, 2012, at 2 p.m.

As reported in the Troubled Company Reporter on Jan. 19, 2012,
under the Plan, holders of administrative expense claims and
priority claims will be paid in full on the Plan's effective date.

The Plan will be substantially funded by the Debtor's assets and
income from the operation of business, according to David Tirri,
the Debtor's president.  The Plan also considers the Debtor's
experience and knowledge of the business and specific knowledge of
Debtor's sector of the industry.  The Reorganization process will
take place under the management of Mr. Tirri.

The Plan proposes a merger between the Debtor/HAI and its parent,
CAF, whereby a single entity -- CAF -- will emerge.  HAI's
operations will continue under its present management as a
division of CAF.  The merger will take place upon the Effective
Date of the Plan.  The Debtor submits that the merger will
strengthen HAI's ability to operate and maintain its business.
CAF -- as successor in interest of HAI -- will assume its
obligations maintaining HAI's current assets, which are all
encumbered with secured debts.

Upon the merger with CAF, Mr. Tirri's position will be vice-
president, and general manager for the hotel operations, with his
compensation remaining at $15,000 per month in salary, plus
$10,000 per month for expenses.  Other insiders which may from
time to time be part of the management, due to their positions
with CAF are CAF's stockholders Anthony C. Tirri, Jean Tirri, and
Justin Tirri, with only Anthony C. Tirri receiving compensation of
$5,000 per month.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/HOTELAIRPORT_DS_Dec092011.pdf

                       About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, in San Juan, P.R., serves as bankruptcy counsel.
Francisco J. Garrido Molina serves as its accountant, and RS&
Associates as external auditors to perform auditing services.  The
Debtor disclosed US$8,547,993 in assets and US$171,169,392 in
liabilities as of the Chapter 11 filing.  The petition was signed
by David Tirri, its president.


INLAND PACIFIC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Inland Pacific Colorado, LLC
        2747 Paradise Road, #704
        Las Vegas, NV 89109

Bankruptcy Case No.: 12-23436

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: William M. Noall, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  E-mail: bankruptcynotices@gordonsilver.com

Scheduled Assets: $1,097,075

Scheduled Liabilities: $5,780,962

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-23436.pdf

The petition was signed by Timothy L. O'Byrne, managing member.


INN AT WOODBRIDGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Inn at Woodbridge, Inc.
        dba Woodbridge Hilton
        120 Wood Avenue South
        Iselin, NJ 08830

Bankruptcy Case No.: 12-38603

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: David L. Bruck, Esq.
                  GREENBAUM, ROWE, SMITH, ET AL.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881
                  E-mail: bankruptcy@greenbaumlaw.com

Scheduled Assets: $831,124

Scheduled Liabilities: $42,670,275

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/njb12-38603.pdf

The petition was signed by James Wolosoff, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Metroplaza Hotel, LLC                 12-38611            12/06/12


INTERFAITH MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Interfaith Medical Center, Inc.
        1545 Atlantic Ave.
        Brooklyn, NY 11213

Bankruptcy Case No.: 12-48226

Chapter 11 Petition Date: December 2, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

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

Debtor's Counsel: Alan J. Lipkin, Esq.
                  WILLKIE FARR & GALLAGHER LLP
                  787 Seventh Avenue
                  New York, NY 10019-6099
                  Tel: (212) 728-8000
                  Fax: (212) 728-8111
                  E-mail: maoebny@willkie.com

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

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

The petition was signed by Luis A. Hernandez, president and chief
executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Centers for Medicare &    Contract               $16,118,281
Medicaid Services
5000 Brittonfield Parkway,
Suite 100
East Syracuse, NY 13057

The Dormitory Authority   Unsecured Loan         $12,181,775
of the State of New York
515 Broadway
Albany NY 12207

Jean Benoit               Medical malpractice    $7,000,000
c/o Bonina & Bonina, PC   claim - jury verdict
16 Court Street, Ste 1800
Brooklyn, NY 11241

Interfaith Medical        Pension                $5,351,555
Center Nurses Pension
Health Services
Retirement Plan
555 West 57th Street
Suite 1532
New York, NY 10019

Local 1199 National       Union Benefit          $4,047,915
Benefit Fund              Fund
330 West 42nd Street,
27th Floor
New York NY 10036

Rudolph Fagan             Medical malpractice    $3,305,556
15 Stratford Road,        claim settlement
Apt. #3C
Brooklyn, NY 11218

Drita Manuka              Medical malpractice    $3,055,555
374 94th Street,          claim settlement
1st Floor
Brooklyn, NY 11209

Health Services           Pension                $2,111,473
Retirement Plan
555 West 57th Street
Suite 1532
New York, NY 10019

Pacific Life & Annuity    Medical malpractice    $1,600,000
Services, Inc.            claim settlement
700 Newport Center Drive
Newport Beach,
CA 92660-6397

New York EM-I Medical     Trade                  $1,433,469
Services PC
7032 Collection Center
Drive
Chicago, IL 60693

Leonard & Tia Burnett     Medical malpractice    $1,415,250
c/o Fitzgerald &          claim settlement
Fitzgerald
538 Riverside Ave
Yonkers, NY 10705

Lilith James              Medical malpractice    $1,383,721
c/o The Law Offices of    claim settlement
Craig M. Rothenberg
2444 Morris Avenue
Union, NJ 07083

Kiyanna Cush              Medical malpractice    $1,350,000
274 East 93rd Street,     claim settlement
Apt. #3A
Brooklyn, NY 11212

Deloitte Consulting LLP   Trade                  $745,942
2 Jericho Plaza
Jericho, NY 11753

Advanced Medical          Trade                  $742,908
Staffing Corp.
331 Rutledge Street,
Suite 204
Brooklyn, NY 11211

Medline Industries, Inc.  Trade                  $545,945
One Medline Place
Mundelein, IL 60060

New York State Nurses     Union Benefit          $538,588
Association
Building 3 Pine
West Plaza
Washington Ave. Ext
Albany, NY 12205

TD Bank                   Bank Loan              $525,614
211 Montague Street
Brooklyn, NY 11201

Empire Health Choice      Benefit                $494,047
Assurance Inc.
3 Huntington
Quandrangle,4S
Melville, NY 11747

Con Edison                Utility                $469,119
4 Irving Place,
9th Floor South
New York, NY 10003


INTERNATIONAL LEASE: Moody's Affirms 'Ba3' CFR; Outlook Positive
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family rating
of International Lease Finance Corporation (ILFC) and changed the
rating outlook to positive. This follows the announcement by ILFC
parent American International Group (AIG; Baa1 stable) that it
will sell up to a 90% stake in ILFC to a consortium of investors
based mainly in China.

Rationale

The sale will benefit ILFC by providing clarity regarding its
ownership and potentially expanding its access to clients and
funding sources in growing Asian markets. Uncertainty regarding
ILFC's ultimate disposition has been a distraction to its business
since AIG designated the company a non-core holding in 2010. To
the extent that stronger strategic alignment develops between ILFC
and its new owners, the consortium's interest is more likely to be
longer term, which could aid its market access and business
opportunities.

The investor group, which includes New China Trust Co. Ltd., China
Aviation Industrial Fund and P3 Investments Ltd., will acquire
80.1% of ILFC for $4.23 billion. If the buyers exercise an option
to acquire an additional 9.9% stake, the investor group will
expand to include New China Life Insurance Co. Ltd. and an
investment arm of ICBC International. The sale, subject to
regulatory approval, is slated to close during the second quarter
of 2013.

"This transaction will improve the stability of ILFC's ownership,
lend new strategic purpose to its operations, and could open up
new avenues of funding for its aircraft," said Moody's senior
analyst Mark Wasden. The investment interests of consortium
members likely relate to advancing and capitalizing on growth in
China for air travel. Given its global scale and strong aircraft
order backlog, ILFC seems well situated competitively to
contribute to, and profit from, the further development of the
Chinese aviation sector by leasing new aircraft to air carriers
that serve this expanding market. ILFC already has a leading
position in China, with some 180 of its aircraft operated by
Chinese carriers. Still, the extent to which ILFC's credit profile
will benefit from the sale depends on the consortium members'
strategic and financial objectives and their influence on ILFC's
growth rate, portfolio concentrations and financial leverage.

Consortium members could also help ILFC with its financing needs.
At September 30, 2012 ILFC had $24.2 billion of debt outstanding
to finance its $34.9 billion portfolio of 918 owned aircraft. At
that date, ILFC also had commitments to purchase 233 new aircraft
for delivery through 2019 with a remaining outlay of $17.7
billion. Given ILFC's large recurring funding needs, evolution of
the firm's funding and liquidity profile under new ownership will
be a key rating consideration.

Upon closing of the sale, Moody's currently expects to maintain a
positive rating outlook to continue to observe and develop views
regarding the long-term effects of new ownership on ILFC's credit
profile. Moody's will consider governance under the new owners;
management's ongoing operational independence; ILFC's appetite for
growth, concentrations, and leverage; its access to funding; and
its liquidity management as part of its ongoing monitoring of the
firm's evolving credit profile. Moody's will also assess the
credit implications associated with the transaction accounting in
terms of its effects on ILFC's reported financial condition and
performance.

ILFC's Ba3 Corporate Family rating reflects its leading franchise
positioning, diversity of geographic, aircraft, and customer risk
exposures within the specialized aircraft leasing sector, and
resilient operating cash flow. Constraints include ILFC's
challenges associated with sustaining lease margin improvements
and generating attractive returns on equity. Additional credit
challenges include the monoline and cyclical nature of ILFC's
business, its exposure to aircraft residual value risks, and its
reliance on confidence-sensitive wholesale funding.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.

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

Rating outlook changed to positive from stable:

International Lease Finance Corporation

Delos Aircraft Inc.

Flying Fortress Inc.

ILFC E-Capital Trust I

ILFC E-Capital Trust II


INTERSIL CORP: Moody's Says Management Changes Credit Neg.
----------------------------------------------------------
Moody's Investors Service said Intersil Corp.'s debt ratings --
including the Ba2 Corporate Family Rating (CFR) are not impacted
by the announced departure of the Chief Executive Officer, David
Bell, and the replacement of the Chairman of the Board, Gary Gist,
although the changes are credit negative.

The principal methodology used in rating Intersil was the Global
Semiconductor Industry Rating Methodology, which can be found at
www.Moodys.com in the Research & Ratings directory in the Ratings
Methodologies subdirectory. Other methodologies and factors that
may have been considered in the process of rating this issuer can
also be found in the Methodologies subdirectory.

Intersil, with headquarters in Milpitas, California, designs,
develops, manufactures, and markets high performance analog and
mixed-signal semiconductors targeted within the computing,
industrial, and consumer end markets.


INVENTIV HEALTH: Moody's Rates $550-Mil. Sr. Secured Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 to the proposed $550
million senior secured notes offering of inVentiv Health Inc. In
connection with the proposed transaction, Moody's upgraded
inVentiv's liquidity rating to SGL-3 from SGL-4, reflecting
improved liquidity stemming from the expectation for near-term
covenant relief, increased availability under the revolver and the
ability to put in place an ABL facility. These positives are
partially offset by increased cash interest expense going forward
of about $20 million per year. All other ratings remain unchanged
including the Caa1 Corporate Family Rating. The outlook remains
negative.

Ratings assigned

  -- $550 million senior secured notes due 2017, B2, LGD 2, 26%

Ratings changed

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

Ratings Rationale

The Caa1 rating reflects Moody's concerns about inVentiv's very
high leverage and the sustainability of its capital structure.
Giving benefit for the pro forma impact of acquisitions,
discontinued operations and future cost savings and synergies,
Moody's estimates leverage, on a trailing twelve month basis, is
around 8.0 times. Excluding pro forma adjustments, debt to EBITDA
is much higher, at approximately 10.0 times. These metrics do not
add back stock-based compensation expense, management fees or one-
time cash tax receipts to EBITDA. Moody's is also concerned about
the company's ability to generate sustained positive free cash
flow. Positive factors supporting the ratings are inVentiv's
significant size, scale and diversity of service offerings.
Further supporting the ratings is the equity sponsor's
demonstrated willingness to contribute incremental equity to
inVentiv.

The negative outlook reflects the risk that EBITDA will continue
to decline over the next several quarters. Moody's could stabilize
the outlook if EBITDA shows signs of improvement , and the company
is expected to continue to sustain adequate liquidity.

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

The ratings could be upgraded if the company is able to turn
around its operations resulting in EBITDA growth, such that
adjusted debt to EBITDA is expected to be sustained below 7.5
times.

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

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


INVENTIV HEALTH: S&P Revises Outlook on 'B-' CCR to Stable
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Burlington, Mass.-based contract research
organization (CRO) inVentiv Health Inc.

"At the same time, we revised our rating outlook to stable from
negative," S&P said.

"We also assigned the company's proposed $550 million senior
secured notes our 'B' issue-level rating, with a recovery rating
of '2', indicating our expectation for substantial (70%-90%)
recovery for noteholders in the event of a payment default," S&P
said.

"At the same time, we lowered our issue-level rating on inVentiv's
existing senior secured credit facilities to 'B' from 'B+' and
revised our recovery rating on this debt to '2' (70%-90% recovery
expectation) from '1' (90%-100% recovery expectation)," S&P said.

"Our 'CCC' issue-level rating on the company's unsecured debt is
unchanged," S&P said.

"Our outlook revision reflects our belief that inVentiv's
liquidity profile will be meaningfully stronger following the
repayment of $97.5 million of revolver borrowings and the removal
of financial covenants that we thought could constrain revolver
access next year," said Standard & Poor's credit analyst Shannan
Murphy," S&P said.

"We continue to view the company's financial risk profile as
'highly leveraged' and its business risk profile as 'weak.' The
highly leveraged financial risk profile is dominated by adjusted
leverage that we expect to remain above 7x for the next two years
and our expectation that discretionary cash flow could be negative
(and will be no better than modestly positive) in 2013. The weak
business risk profile reflects its narrow focus on one industry,
pharmaceutical contract services, the fragmented nature of the
clinical contract research industry, the challenges inVentiv faces
in integrating its recent acquisitions, and the highly competitive
nature of both the CRO and commercial services businesses," S&P
said.

"Our stable rating outlook on inVentiv reflects our expectation
that low-single-digit organic revenue growth will be insufficient
to reduce leverage meaningfully from current levels, even with our
base-case expectation of improvement in EBITDA margin. However,
following the amendment and debt refinancing, inVentiv will be
relieved of covenant pressures that we had previously expected
could impede access to the revolver. In our view, this provides
the company with some breathing room to execute on its
restructuring plans," S&P said.

"We could also revise the outlook to negative or lower our rating
if access to the revolver is restricted by tighter than expected
covenants, or if the company continues to generate negative free
operating cash flow, requiring revolver draws. In our view, this
could happen if the CRO industry experiences another downturn that
results in revenue declines and pushes inVentiv's EBITDA margins
below 10%. A higher rating would require inVentiv to reduce
leverage to around 5x and improve funds from operations to total
debt to around 12%, which we think is unlikely in the near term,"
S&P said.


JABIL CIRCUIT: S&P Raises CCR From 'BB+' on Improved Biz Risk
-------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit and
senior unsecured issue ratings on St. Petersburg, Fla.-based Jabil
Circuit Inc. to 'BBB-' from 'BB+'. "We also withdrew our recovery
ratings on all outstanding senior unsecured debt. The outlook is
stable," S&P said.

"The rating action reflects our revision of Jabil's business risk
profile to satisfactory from fair," said Standard & Poor's credit
analyst Molly Toll-Reed. "Standard & Poor's believes double-digit
growth in Jabil's higher-margin diversified manufacturing segment
is sustainable, and will support consistent operating earnings and
an 'intermediate' financial profile despite highly competitive and
potentially volatile industry conditions. The current rating
inorates our assumption that Jabil will sustain mid-single digit,
total annual revenue growth with adjusted EBITDA margins in the
6%-7% range. We also expect the company to maintain its moderate
financial policies, with adjusted leverage at or below 2x over the
intermediate term, modest dividends, and share repurchases
primarily funded from discretionary cash flow."

"With annual revenues in excess of $17 billion, Jabil is a global
EMS provider with customers in a wide range of industries,
including networking and telecom, computing and storage, mobile
phone and digital consumer products, and industrial and medical
equipment. The company's satisfactory business risk position
reflects Jabil's focus on diversified end markets with above-
average margins, a good market position in its targeted segments,
and consistent profitability," S&P said.

"The stable outlook reflects our expectation that Jabil's focus on
and earnings mix from higher-margin, diversified manufacturing
business will enable the company to sustain moderate revenue
growth, consistent profitability, and its intermediate financial
risk profile. The potential for upgrade is constrained by highly
competitive, potentially volatile industry conditions and
relatively modest discretionary cash flow and return on capital.
Alternatively, if the company pursues a more aggressive financial
policy (via acquisitions or share buybacks), or a pronounced
industry contraction leads to a reduction in EBITDA, such that
leverage exceeds the mid 2x level on a sustained basis, we could
lower the rating," S&P said.


JOE'S JEANS: Receives Nasdaq Notice for Non-Compliance
------------------------------------------------------
Joe's Jeans Inc. (JOEZ) disclosed that the Company received a
letter from The Nasdaq Stock Market indicating that the Company is
not in compliance with Nasdaq Listing Rule 5550(a)(2) (the "Bid
Price Rule") because the closing bid price per share of its common
stock has been below $1.00 per share for 30 consecutive trading
days. The Nasdaq letter was issued in accordance with standard
Nasdaq procedures.  In accordance with Nasdaq Listing Rule
5810(c)(3)(A), the Company will be provided with 180 calendar
days, or until June 5, 2013, to regain compliance with the Bid
Price Rule.  This notification has no immediate effect on the
listing of its common stock at this time.

To regain compliance with the Bid Price Rule, the closing bid
price of the Company's common stock must remain at $1.00 per share
or more for a minimum of 10 consecutive trading days.  If the
Company does not regain compliance with the Bid Price Rule by June
5, 2013, the Company may be eligible for additional time.  The
Company would be required to meet certain continued listing
requirements and the initial listing criteria for The Nasdaq
Capital Market except for the bid price requirement and will need
to provide written notice of its intention to cure its deficiency
during the second compliance period by effecting a reverse stock
split, if necessary.  If the Company meets these criteria, Nasdaq
will notify the Company that it has been granted an additional 180
calendar day compliance period.  If the Company is not eligible
for an additional compliance period, Nasdaq will provide the
Company with written notification that its common stock will be
delisted.  At that time, the Company may appeal Nasdaq's
determination to delist its common stock to the Nasdaq Hearings
Panel.

                         About Joe's Jeans

Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces
and sells apparel and apparel-related products to the retail and
premium markets under the Joe's(R) brand and related trademarks.


K-V PHARMACEUTICAL: More Time to Challenge Bondholders' Liens
-------------------------------------------------------------
K-V Discovery Solutions, Inc., K-V Pharmaceutical Company and
their debtor-affiliates have entered into a stipulation with the
Official Committee of Unsecured Creditors appointed in their cases
and the Ad Hoc Senior Noteholders Group, which extends the
deadline for the committee to challenge the liens and
superpriority administrative expense status given to the Debtors'
senior noteholders.

Pursuant to the Court's prior orders authorizing the Debtors to
use cash tied to their obligations to the secured noteholders, the
deadline for the Creditors' Committee to commence a contested
matter or adversary proceeding raising Challenge Rights was
established as the 75th day after entry of the Final Cash
Collateral Order (i.e., Sept. 14, 2012), or such subsequent date
as ordered by the Court or as agreed to in writing by the
Requisite Senior Noteholders.

In November, the Senior Noteholders agreed to extend the Challenge
Period for the Creditors' Committee through and including Dec. 28,
2012.  The Ad Hoc Senior Noteholders Group constitutes the
Requisite Senior Noteholders.

The Requisite Senior Noteholders now have agreed to further extend
the Challenge Period for the Creditors' Committee through and
including Jan. 31, 2013.

                    About K-V Pharmaceutical

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

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

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

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


K-V PHARMACEUTICAL: Seeks Loans to Finance $60MM Hologic Deal
-------------------------------------------------------------
K-V Discovery Solutions, Inc., K-V Pharmaceutical Company and
their debtor-affiliates expect to seek Bankruptcy Court authority
to enter into a debtor-in-possession senior secured term loan
facility to facilitate consummation of a settlement agreement with
Hologic, Inc., and Cytyc Prenatal Products Corp.

The proceeds of the DIP Facility will be used, in part, to fund
payments required under the settlement agreement, and for other
purposes specified in the relevant DIP Facility documentation.

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

The Debtors on Dec. 5 filed papers in Bankruptcy Court seeking
approval of a $60,000,000 settlement agreement with Hologic and
Cytyc regarding the Makena(R) drug, which reduces the risk of
premature birth.  The Court will consider approval of the
settlement at a hearing Dec. 26 at 2:00 p.m.

Pursuant to a Jan. 16, 2008 Asset Purchase Agreement between KV
and the Hologic Parties, KV purchased the worldwide rights to the
pharmaceutical product Makena (hydroxyprogesterone caproate
injection) and related assets.  Since entry into the Purchase
Agreement, KV has paid Hologic approximately $104.5 million.
Pursuant to the terms of the Purchase Agreement, KV remains
obligated to make certain milestone payments to Hologic.

Leading up to the commencement of the chapter 11 cases, the
Debtors had various challenges stemming from, among other things,
the Debtors' inability to realize the full value of Makena due to
the U.S. Food and Drug Administration's refusal to enforce
Makena's orphan drug marketing exclusivity, and restrictions on
reimbursement imposed by state Medicaid agencies.  While the
Debtors were trying to persuade the FDA to reverse and clarify
certain public statements it made regarding Makena and to enforce
the orphan drug exclusivity granted to KV, the Debtors were also
attempting to negotiate an amendment to the Purchase Agreement
with Hologic to provide a much needed breathing spell, including,
an extension of a looming milestone payment due on Aug. 4, 2012.
The Debtors, however, were unsuccessful in obtaining a timely
extension of the milestone payment owed to Hologic on terms that
were acceptable to the Debtors.  On the date the milestone payment
was due, the Debtors were forced to file for chapter 11.

Since the Petition Date, the Debtors have spent significant time
and effort responding to continued objections from Hologic in
these chapter 11 cases, including objections to the Debtors' (i)
use of cash collateral, (ii) continued use of their cash
management system, (iii) continued prepetition practices in
respect of intercompany transfers, and (iv) requested extension of
their exclusive periods to file a chapter 11 plan and solicit
acceptances thereof.  In addition, the Debtors and Hologic have
engaged in extensive discovery and litigation related to Hologic's
motion to lift the automatic stay in these cases in an attempt to
foreclose on Makena and related assets. The parties also dispute
the total amount owed by KV to Hologic.

On Sept. 26, 2012, Hologic filed a proof of claim in the Debtors'
chapter 11 cases (Claim No. 43), asserting a secured claim against
KV in the amount of $95,000,000 plus certain royalties allegedly
owed to Hologic under the Purchase Agreement.  KV disputes the
amount owed to Hologic.

KV and the Hologic Parties also dispute the extent of the Hologic
Parties' liens on and security interests in, among other things,
the Makena Assets.  The Hologic Parties assert that KV's remaining
payment obligations under the Purchase Agreement are secured by a
first-priority, duly-perfected security interest in all of KV's
right, title and interest in, among other assets, Makena and
certain intellectual property, inventory that includes products
made using the Makena intellectual property, receivables from
sales of such inventory, and all accounts, proceeds, products and
profits generated by Makena.  The Debtors dispute, among other
things, that the Hologic Parties have a lien on or any interest in
any assets other than the Makena IP.

Hologic also filed two objections to the Debtors' request seeking,
among other relief, authority for the Debtors to continue using
their existing cash management system and authority to continue
their prepetition practices with respect to intercompany
transactions.  Hologic objected to the Debtors' request to
continue their prepetition practices with respect to intercompany
transactions.  On Sept. 11, 2012, the Debtors filed a reply to the
Cash Management Objections.  While the Debtors and Hologic
continue to discuss resolution to the Cash Management Objections,
the Cash Management Motion has been granted on an interim basis.
A final hearing regarding the relief requested in the Cash
Management Motion is currently scheduled for Dec. 13, 2012.

On Sept. 5, 2012, Hologic filed a motion for relief from the
automatic stay, alleging that the value of Makena was declining
and it was not adequately protected.  The Debtors objected to
Hologic's request, arguing that the value of the Makena Assets was
not declining and that Hologic's interests in the Makena Assets
were adequately protected by a substantial equity cushion in the
Makena Assets, and disputing the extent of Hologic's alleged
security interest, and the amount of Hologic's secured claim.

A preliminary hearing on the relief sought in the Lift Stay Motion
was held before the Bankruptcy Court on Sept. 27.  A Final Hearing
on the Lift Stay Motion is currently scheduled for Dec. 13.

Hologic and the Debtors have engaged in extensive discovery in
connection with the litigation of the Lift Stay Motion, exchanging
thousands of pages of documents as well as expert reports and
rebuttal reports in support of their respective positions.

The Settlement Agreement resolves all outstanding claims and
disputes between the Debtors and the Hologic Parties.  The
principal provisions of the Settlement Agreement are:

     (a) Hologic will be paid, simultaneously with the funding of
the loans under a DIP facility and from the proceeds of the loans,
$60,000,000 in full satisfaction and discharge of all claims of
the Hologic Parties against the Debtors arising from or related to
the Purchase Agreement and the Bankruptcy cases.

     (b) Hologic must be paid the Settlement Payment on or prior
to Dec. 31, 2012, or the settlement will terminate, and the
parties will be restored to their respective positions and rights
as they existed prior to execution of the Settlement Agreement.

     (c) All pending litigation or other disputes between any of
the Debtors and any of the Hologic Parties will be stayed through
the earlier of Dec. 31, 2012 or the termination of the Agreement.
The Hologic Parties will not file or pursue any filed objections
in the Bankruptcy cases with respect to any pleading filed by the
Debtors, and the Debtors will seek no relief against Hologic in
such cases.

     (d) The Hologic Parties will not, at any time on or prior to
the Outside Date, transfer, or propose, negotiate or agree to
transfer to any third party, all or any portion of any claims they
may have against any Debtor to any third party.

     (e) The Settlement Agreement provides for mutual releases of
all claims, including all potential claims against the Hologic
Parties under chapter 5 of the Bankruptcy Code, (other than claims
relating to the enforcement of the Settlement Agreement) in favor
of the parties and their representatives and related parties
(including affiliates, officers, directors, shareholders,
managers, members, attorneys, financial advisors, agents and
employees).

     (f) Upon payment of the Settlement Amount, the Hologic Proof
of Claim will be deemed satisfied in full and expunged from the
claims register in the bankruptcy cases.

     (g) Any liens on or security interests in any property of the
Debtors held or asserted by, or in favor of, the Hologic Parties
will automatically be deemed, without any further action or filing
by any party, released, discharged and terminated upon the
occurrence of the Effective Date and payment of the Settlement
Amount.

     (i) The occurrence of the Effective Date of the Settlement
Agreement is subject to execution of the Settlement Agreement and
entry of Bankruptcy Court orders approving (i) the Settlement
Agreement and (ii) the DIP Facility.

                    About K-V Pharmaceutical

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

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

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

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KIMBRELL REALTY: Court to Hold Trial in Fannie Mae Dispute
----------------------------------------------------------
Bankruptcy Judge Thomas L. Perkins denied a request for summary
judgment filed Kimbrell Realty/Jeth Court, LLC, in its lawsuit
against Federal National Mortgage Association.  The Complaint
seeks a declaratory judgment that a prepayment premium, default
interest and certain additional charges sought to be imposed by
Fannie Mae are impermissible.  The summary judgment motion
addresses only the prepayment premium and default interest.

As of Aug. 1, 2008, the Debtor obtained a loan from Royal Bank of
Canada in the principal amount of $2,264,000 payable with interest
at 6.55% in monthly installments of $14,385.55 over a term of 84
months, with the remaining balance due Aug. 1, 2015.  The loan is
evidenced by an instrument entitled Multifamily Note, identified
as a Fannie Mae Multifamily Recourse Fixed Rate Note --
Multistate, Form 4100-R, 10-05.  The term "prepayment" is used in
the Note to include both voluntary extra payments made when the
borrower is not in default, and involuntary payments collected
from the borrower after a default and acceleration, including the
application of collateral.  The Note is secured by a Multifamily
Mortgage, Assignment of Rents and Security Agreement, granting a
mortgage on the real estate owned by the Debtor.  Fannie Mae is
the assignee of Royal Bank of Canada and is entitled to enforce
the Note and Mortgage.

Prior to bankruptcy, the Debtor defaulted on its obligations under
the Note and Mortgage, and Fannie Mae exercised its right to
accelerate the entire unpaid principal balance under the Note.  On
Feb. 7, 2012, Fannie Mae filed an action to foreclose the mortgage
in the Peoria County Circuit Court.  In addition to principal of
$2,185,859.78 and scheduled and accrued interest of $48,917.72,
the foreclosure complaint alleges, among other charges, default
interest in the amount of $22,344.34 and a prepayment/yield
maintenance amount due of $400,962.55.

The Debtor contends that because the Note has been accelerated the
prepayment premium is not enforceable as a matter of Illinois law.
Alternatively, the Debtor contends that if a prepayment premium is
allowed, the additional interest due on account of default is not
enforceable under Illinois law and is not a reasonable charge.
Fannie Mae argues that the prepayment premium and default interest
are provided for by the Note and are not prohibited by applicable
law.

According to Judge Perkins, based on the record before the Court,
it cannot be concluded that the prepayment premium and the default
interest are duplicative.  The record contains no apparent grounds
to support a rebuttal of the presumption that Fannie Mae is
entitled to postpetition interest at the default rate.  Judge
Perkins said summary judgment will be denied and the adversary
proceeding will be scheduled for a continued pretrial conference.
The case is KIMBRELL REALTY/JETH COURT, LLC, Plaintiff, v. FEDERAL
NATIONAL MORTGAGE ASSOCIATION, Defendant, Adv. Proc. No. 12-8047
(Bankr. C.D. Ill.).  A copy of the Court's Dec. 7, 2012 Opinion is
available at http://is.gd/6JSJd7from Leagle.com.

Kimbrell Realty/Jeth Court, L.L.C., owns and operates a 45 unit
rental complex located in Peoria, Illinois, commonly known as Jeth
Court.  Kimbrell Realty/Jeth Court filed for Chapter 11 bankruptcy
(Bankr. C.D. Ill. Case No. 12-81454) on June 18, 2012.  Judge
Thomas L. Perkins oversees the case.  Sumner Bourne, Esq., at
Rafool, Bourne & Shelby, P.C., in serves as the Debtor's counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  The petition was signed by Jody D.
Kimbrell, managing member.


KINGSBOROUGH ATLAS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kingsborough Atlas Tree Surgery Inc.
        fdba Atlas Tree Surgery
        1544 Ludwig Avenue
        Santa Rosa, CA 95407

Bankruptcy Case No.: 12-13143

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/canb12-13143.pdf

The petition was signed by Cynthia Kingsborough, secretary.


KIT DIGITAL: Gets Notice on Non-Filing of 10-Q From NASDAQ
----------------------------------------------------------
KIT digital, Inc., a leading video management software and
services company, has received notice from The NASDAQ OMX Group
that, because the Company has not yet filed its Quarterly Report
on Form 10-Q for the period ended September 30, 2012 with the
Securities and Exchange Commission, the Company no longer complies
with the continued listing requirements under Nasdaq Marketplace
Rule 5250(c)(1).

As previously reported by the Company in its Notification of Late
Filing on Form 12b-25, filed with the SEC on Nov. 21, 2012, the
Company was unable to file the 10-Q within the prescribed period
due to restatement of certain historical financial statements.  As
previously disclosed, the restatement is due to accounting errors
and irregularities primarily related to recognition of revenue
related to certain perpetual software license agreements entered
into by the prior management team in 2010 and 2011.  These errors
and irregularities were discovered in connection with the Audit
Committee's previously disclosed investigation of certain
transactions that resulted in impairment charges.  The Audit
Committee has also determined that certain transactions entered
into by the Company under the prior management team during fiscal
years ended Dec. 31, 2008 through 2011 were related party
transactions and that additional disclosure with respect to those
transactions should have been included in the footnotes to the
relevant financial statements.  Because of the timing of the
completion of the Audit Committee investigation and the Company's
ongoing review and investigation of certain transactions, the
Company requires additional time to complete an analysis of the
accounting treatment for the software licenses and to determine
the extent of the corrections that may be required to its
historical financial statements.

The Company is required to submit a plan to regain compliance with
Nasdaq's requirements for continued listing, and, under the
discretionary authority under Nasdaq Marketplace Rule 5101, in
order to expedite the review process, Nasdaq is requiring that the
plan must be submitted no later than December 18, 2012.  If Nasdaq
accepts the plan submitted by the Company, Nasdaq can grant an
exception of up to 180 calendar days from the due date of the 10-Q
to regain compliance.  The Company intends to submit to Nasdaq, on
or before Dec. 18, 2012, a plan to regain compliance with Nasdaq's
requirements for continued listing and other requested
supplemental information.  There can be no assurance that the
Company will successfully regain compliance with Nasdaq listing
requirements.

If Nasdaq does not accept the Company's plan, Nasdaq will provide
notice that the Company's common stock will be subject to
delisting.  The Company would have the right to appeal a
determination to delist its common stock, and the common stock
would remain listed on the Nasdaq Global Select Market until the
completion of the appeal process.


LARRY LEE BIDDLE: Can't Hire Rose Marie Cooper as Counsel
---------------------------------------------------------
Bankruptcy Judge David R. Duncan rejected the request of Larry Lee
Biddle and Virginia Marshall Biddle to employ Rose Marie Cooper,
Esq., of the Cooper Law Firm as their counsel.

The U.S. Trustee objected to the application.  In his initial
objection, the U.S. Trustee referenced an Order entered by the
Court on May 23, 2012, in the cases of In re Kathryn C. McLean,
Case No. 11-04459-jw, In re The Jerry Cox Company, Case No. 10-
06501-jw, and In re Michael Dante Hughes and Angela Ann Hughes,
Case No. 11-01286-jw, which required Ms. Cooper to disgorge fees
to the debtors involved in the Disgorgement Cases due in part to
her use of fees paid by the debtors without Court approval.  The
May 23d Order directed Ms. Cooper to make monthly payments to
those debtors for 45 months beginning on June 1, 2012, and
directed Ms. Cooper, beginning on Sept. 1, 2012, to make quarterly
written reports to the U.S. Trustee providing evidence showing the
required payments had been made.  The May 23d Order also directed
Ms. Cooper to provide the Court and U.S. Trustee with an
accounting of the funds taken from the retainers in the
Disgorgement Cases within 15 days.

In his initial objection, the U.S. Trustee asserted Ms. Cooper had
not provided the quarterly report due on Sept. 1, 2012.  The U.S.
Trustee also indicated he had filed in the McLean Disgorgement
Case a motion requesting the Court find Ms. Cooper in civil
contempt and a motion for sanctions.  The U.S. Trustee asserted
that a denial of Ms. Cooper's employment application in the
Biddles' case was appropriate based on her actions in the
Disgorgement Cases and her failure to abide by the Court's May 23d
Order.

Ms. Cooper responded to the U.S. Trustee's objection and stated
that while she believed the report to the U.S. Trustee was due in
September, she "inadvertently did not read the order well enough
to understand that the report was due on the first day of that
month."  She indicated the report was delivered to the U.S.
Trustee on Sept. 26, 2012.

In an Order entered Oct. 22, 2012, regarding the U.S. Trustee's
motions for contempt and sanctions in the McLean Disgorgement
Case, Judge Waites found that Ms. Cooper failed to timely file
with the Court an accounting of the withdrawals from the
retainers, failed to make timely payments to the debtors in the
Disgorgement cases, and failed to timely submit the quarterly
report due to the U.S. Trustee.  The October 22d Order directed
Ms. Cooper to strictly and timely comply with the May 23d Order,
file the accounting required by the May 23d Order by Oct. 29,
2012, and pay reasonable fees and expenses to the U.S. Trustee
incurred as a result of pursuing the contempt and sanction
motions.  Additionally, the October 22d Order noted that the
debtors in the Disgorgement Cases had been slow or reluctant to
negotiate the reimbursement checks issued by Ms. Cooper. The Court
stated it was a requirement of the May 23d Order that the debtors
accept and timely negotiate the reimbursement checks received from
Ms. Cooper.

In his supplemental objection, the U.S. Trustee asserts the
application to employ Ms. Cooper in the Biddles' case should be
denied because of her actions in the Disgorgement Cases and her
non-compliance with the May 23d Order.  The U.S. Trustee also
argues that Ms. Cooper has significant connections with Debtors
and Debtors' son, James Marshall Biddle, which should have been
disclosed in her application and which disqualify her from
representing Debtors.  These connections, which the U.S. Trustee
asserts should have been disclosed, include:

     1. James Marshall Biddle, who is listed as a co-debtor on
Debtors' Schedule H, also appears to be a creditor of Debtors'
estate based on the monthly operating report for September 2012,
which reflects payments made to the James Marshall Biddle's law
firm in the amount of $1,415 for legal services provided to Larry
Biddle in December 2011.

     2. James Marshall Biddle appears to have represented Ms.
Cooper in legal matters in 2011 and 2012.

     3. Ms. Cooper indicated in the application for employment
before the Court that she "represented, in a prior Chapter 11
case, a corporation in which the Debtor was a board member."
However, she did not disclose that she was counsel for the debtor
in one of the Disgorgement Cases -- In re Jerry Cox Company -- and
that Larry Lee Biddle, one of the debtors in this case, was
president of the Jerry Cox Company.  Moreover, under the May 23d
Order in the Disgorgement Cases, Ms. Cooper owes the Jerry Cox
Company money.

     4. Ms. Cooper was substitute bankruptcy counsel in the first
bankruptcy case of In re Coastal Dining One, Inc., Case No. 09-
08699-jw, and James Marshall Biddle was the secretary and 12%
owner of Coastal Dining One.

Ms. Cooper filed an amendment to her application for employment
responding to the U.S. Trustee's argument that she has connections
with Debtors that should have been disclosed. With respect to the
first connection, she states James Marshall Biddle is not a
creditor of the Debtors and that the U.S. Trustee has been
provided documentation regarding a check written from Debtors'
debtor-in-possession account to their son's law firm. She
indicates the funds were forwarded to pay a traffic ticket the son
had negotiated on behalf of Larry Biddle.

As for the second connection, Ms. Cooper concedes that James
Marshall Biddle did represent her in some legal matters in 2011
and 2012. Again, with the respect to the third connection, she
concedes that she did represent the Jerry Cox Company, that Larry
Lee Biddle is a board member and president of Jerry Cox, and that
she has been ordered to disgorge fees to Jerry Cox.  Finally, Ms.
Cooper also concedes the fourth connection asserted by the U.S.
Trustee. Ms. Cooper "continues to assert that neither [she] [n]or
Cooper Law Firm hold or represent an interest adverse to the
Debtors' estate."

A copy of the Court's Dec. 6, 2012 Order is available at
http://is.gd/i4bMxCfrom Leagle.com.

Larry Lee Biddle and Virginia Marshall Biddle filed a chapter 11
petition (Bankr. D. S.C. Case No. 12-05171) on Aug. 22, 2012.


LAVILLE DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Laville Development, Inc.
        7250 S. Kirkman Road, Suite 100
        Orlando, FL 32819

Bankruptcy Case No.: 12-16390

Chapter 11 Petition Date: December 6, 2012

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

Debtor's Counsel: Jeffrey Ainsworth, Esq.
                  MANGUM & ASSOCIATES, P.A.
                  5100 Highway 17-92, Suite 300
                  Casselberry, FL 32707
                  Tel: (407) 478-1555
                  Fax: (407) 478-1552
                  E-mail: jeff@mangum-law.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 four largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/flmb12-16390.pdf

The petition was signed by Fadi Semaan, president.


LEGENDS GAMING: Schedules Feb. 6 Plan Confirmation
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Legends Gaming LLC scheduled a Feb. 6 confirmation
hearing for approval of the Chapter 11 reorganization plan. The
bankruptcy court in Shreveport, Louisiana, approved disclosure
materials last week, allowing creditors to vote.

According to the report, the Debtors' gaming properties in Bossier
City, Louisiana, and Vicksburg, Mississippi, will be sold under
the plan for $125 million to an affiliate of the Chickasaw Nation.
There were no bids submitted in competition with the tribe's, so
an auction was canceled.  The tribe owns 17 casinos already.

The report relates that the federally recognized Chickasaw tribe
will pay the purchase price with $64.5 million in new first-lien
debt and $36 million in second-lien debt.  The remainder will be
cash.  Although the price is less than the $181.2 million in
first-lien debt, the lenders previously announced support for the
sale.  According to the disclosure statement, the plan provides
that:

   -- First-lien lenders will recover 67%;

   -- The second-lien lenders, owed $116.3 million, will recover
      nothing on their secured claim because the properties aren't
      worth as much as the first-lien debt.

   -- The deficiency claims of the first-lien lenders along with
      the second-lien lenders' claims will participate in the
      class of unsecured creditors where claims are projected to
      total $177 million.

   -- If unsecured creditors vote in favor of the plan as a class,
      they will split $40,000, for a recovery amounting to a small
      fraction of 1%.

The report notes that to comply with state gaming regulations, the
transfer of ownership must be accomplished through sale of the
casinos' stock.  Consequently, approval of the sale will occur in
conjunction with confirmation of a Chapter 11 reorganization plan.

The Chickasaw tribe's properties include the Lone Star Park horse
racetrack near Dallas.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LIFECARE HOLDINGS: To Sell to Secured Lenders Via Chapter 11
------------------------------------------------------------
LCI Holdco, LLC., parent company of LifeCare Holdings, Inc., has
reached an agreement to be acquired by Hospital Acquisition LLC,
an acquisition vehicle owned by LifeCare's senior secured lenders.
The transaction will strengthen the Company's financial health and
allow future growth of LifeCare's business.

"The agreement will allow us to dramatically improve our debt
structure and enhance our ability to pursue strategic growth
opportunities," said LifeCare Holdings Chairman and Chief
Executive Officer Phillip B. Douglas.  "Most importantly, our
relationships with referring hospitals and physicians in the
communities we serve will continue as normal, as does our
commitment to providing compassionate, high quality care to
patients recovering from catastrophic illness or injury.

"Thanks to the dedication of our medical staffs and employees, we
have been very successful in recent years in maintaining our focus
on clinical excellence and outcomes while strengthening our day-
to-day operations," Douglas said.  "With this restructuring of our
corporate debt, our financial position will better reflect the
clinical strength and success we've achieved on the hospital
level."

To implement the proposed transaction, the Company, its wholly-
owned direct and indirect subsidiaries and certain affiliates
filed Chapter 11 cases in the United States Bankruptcy Court for
the District of Delaware.  The Company has entered into a
commitment for a $25 million debtor in possession financing
facility arranged by JPMorgan Chase, which is subject to court
approval.  Additionally, the Company enters the Chapter 11 process
with ample liquidity, having approximately $20 million of cash on
hand.  The Company has requested an initial hearing before the
Bankruptcy Court on Dec. 13, 2012 at which it anticipates
receiving Court approval to, among other things, honor and pay
employee benefits in the ordinary course.  The Chapter 11 filings
will have no impact on the relationships between the affiliated
hospitals and their medical staffs and payors.

In connection with the sale, the Company will be seeking approval
of procedures to facilitate other potential interested parties'
participation in a Court-supervised sale process.

In addition to Court approval, closing of the transaction is
subject to the satisfaction of usual and customary conditions,
including obtaining all necessary regulatory consents, which the
Company expects will be substantially completed within six months.

                     About LifeCare Holdings

Based in Plano, Texas, LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- currently operates 27 long
term acute care hospitals located in ten states.  Long-term acute
care hospitals specialize in the treatment of medically complex
patients who typically require extended hospitalization.

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

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

                        Bankruptcy Warning

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

                          *     *     *

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

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

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

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

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


LIVING HOPE: Pinewood Enterprises Goes Back to State Court
----------------------------------------------------------
District Judge Susan O. Hickey in Texarkana, Ark., granted the
request of Pinewood Enterprises, LLC, for the federal court to
abstain from hearing on its complaint, and remand the complaint to
the Circuit Court of Miller County, Arkansas.

The Defendants removed the lawsuit to federal court from the
Circuit Court of Miller County, pursuant to 28 U.S.C. Sec. 1452
because one of the Defendants, Living Hope Southeast, LLC, is a
debtor in Chapter 11 bankruptcy, and the case is connected to that
pending bankruptcy matter.  Pinewood seeks to have the case
remanded to the Arkansas state court based on jurisdictional
grounds and the doctrine of abstention.

The action arose out of a lease agreement between Pinewood and
Living Hope Southwest Medical Services.  LHSW, the tenant,
allegedly defaulted under the terms of the lease.  Pinewood sued,
as landlord, in the Circuit Court of Miller County to take
possession of the property and recover damages for past due rent.

On July 18, 2006, the state court entered an order for immediate
possession of the property in favor of Pinewood.  That same day,
LHSW filed for bankruptcy.

On Dec. 29, 2009, Pinewood obtained relief from the automatic stay
in LHSW's bankruptcy case to pursue its claims against the
Defendants in state court.  Pinewood has since amended its
complaint twice and restructured its theory of the case by adding
certain claims and defendants.  The thrust of Pinewood's second
amended complaint now centers on claims of alter ego, corporate
veil piercing, and fraud against various individuals and entities
related to LHSW.

LHSW is no longer a party in the lawsuit.  Pinewood obtained
relief from the automatic stay on the condition that it would not
seek relief from the debtor in bankruptcy, LHSW.

The case is, PINEWOOD ENTERPRISES, L.L.C., Plaintiff, v. DAVID
KIMBRO STEPHENS; DAPHNA ALICE STEPHENS; LIVING HOPE INSTITUTE,
INC.; THE KIMBRO STEPHENS INSURANCE TRUST; THE ALICE STEPHENS
INSURANCE TRUST; LIVING HOPE SOUTHEAST, LLC; LIVING HOPE HEALING
WATERS; STEPHENS & COMPANY, INC.; OUACHITA LIMITED PARTNERSHIP;
VERITAS LIMITED PARTNERSHIP; THE AK TENNESSEE IRREVOCABLE TRUST;
MIKE GRUNDY; and ROBERT WILLIAMS, Defendants, Case No. 4:12-cv-
4057 (W.D. Ark.).  A copy of the Court's Dec. 5, 2012 Memorandum
Opinion and Order is available at http://is.gd/bMB5Vqfrom
Leagle.com.

                    About Living Hope Southwest

Living Hope Southwest Medical Services LLC in Texarkana, Arkansas
filed for Chapter 11 bankruptcy (Bankr. W.D. Ark. 06-71484) on
July 18, 2006, which was converted to a Chapter 7 case on Aug. 15,
2008.  Richard L. Ramsay, Esq., at Eichenbaum, Liles & Heister,
P.A., served as Chapter 11 counsel.  In its petition, the Debtor
did not disclose its assets but indicated that debts were between
$1 million to $10 million.  Renee S. Williams was named trustee in
the Chapter 7 bankruptcy case.


MACCO PROPERTIES: Fifth Amended Disclosure Statement Due Dec. 21
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma has
directed Jennifer Price to file a Fifth Amended Disclosure
Statement explaining her bankruptcy plan on behalf of Macco
Properties, Inc., et al., on or before Dec. 21, 2012.

The hearing on the Fifth Amended Disclosure Statement will be held
on Jan. 14, 2013, at 1:30 p.m.

Ms. Price is an equity security holder of Macco Properties.

The U.S. Trustee objected to a prior version of Ms. Price's
disclosure statement filed Sept. 21, 2012, alleging that the
proposed disclosure statement fails to provide adequate
information.  Charles S. Glidewell, Assistant U.S. Trustee, notes
this is Ms. Price's fourth attempt to provide a disclosure
statement with adequate information to permit creditors to make an
informed decision as to whether they want to continue a
relationship with the Price and McGinnis management team.  The
consistent theme throughout Ms. Price's disclosure statements, as
well as Price and McGinnis's conduct throughout the Debtor's case,
has been to limit information to creditors, the official unsecured
creditors committee, the chapter 11 trustee, the U.S. Trustee, and
the Bankruptcy Court.

Mr. Glidewell points out that examples of their conduct include
operating their inappropriate cash management system without
disclosure; settling litigation without disclosure; dissipating
$1,375,000 in litigation proceeds without disclosure; and paying
professionals post-petition without disclosure or Court approval.
Price and McGinnis are no different today than they were at the
commencement of this case, Mr. Glidewell says.

The Official Committee of Unsecured Creditors has also opposed the
Fourth Amended Disclosure Statement because it fails to provide
adequate information.  Ruston C. Welch, Esq., at Welch law Firm,
P.C., representing the Committee, tells the Court that the Fourth
Amended Plan and Disclosure Statement have been filed based on a
conditional commitment for NBC Bank to issue a letter of credit
"for the account of Consolidated Capital Investments, LLC to
Macco, followed by a letter from CCI that it assures it will do
what is required.  The letter of commitment contains multiple
conditions, including the posting of a $5 million certificate of
deposit by CCI at NBC and providing personal guarantees by unknown
guarantors.

Mr. Welsh alleges that the commitment for a letter of credit is a
sham.  The Bank is to hold $5 million on deposit, get paid a
$400,000 fee and pay "advances" on a letter of credit which it
then immediate deducts from the funds on deposit.  This commitment
is of less value than a checking account.

In addition, the Disclosure Statement is void of any information
on CCI, Ed Snyder or David Lieberman, let alone "adequate
information" required by Section 1125 which would require the
disclosure of the financial means and ability to meet the
conditions.

Mr. Welsh tells the Court that the unsecured creditors are not
provided sufficient information to make an informed decision on
the Fourth Amended Plan.  There is no reasonable assurance that
the Fourth Amended Plan will result in the payment in full of the
approximately $2,500,000 of unsecured claims in class 20, let
alone the other unsecured guaranty claims.

According to the Fourth Amended Disclosure Statement, the Plan
provides for (i) payment in full, with the applicable interest, of
all administrative expense claims and tax claims; (ii) payment in
full, with interest, of all non-guaranty or indemnification claims
against the Debtor; (iii) payment in full, implementation of
agreed treatment, or waiver of discharge with respect to guaranty
and indemnification claims; and (iv) retention of equity interest
by the holder thereof.

The Plan further provides that the property of the Debtor's estate
will re-vest in the Reorganized Debtor.  The re-vested property,
plus draws, as necessary, under committed lines/letters of credit
providing supplemental liquidity of $9.25 million, will be used to
satisfy all claims entitled to present payment under the Plan and
any ongoing obligations of the Reorganized Debtor.

A copy of the Fourth Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/MACCO_PROPERTIES_ds_4amended.pdf

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.  Receivership Services Corp., a division of the
Martens Cos., serves as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties of Oklahoma City.

Michael E. Deeba, the Chapter 11 trustee, is represented by
Christopher T. Stein, of counsel to the firm of Bellingham & Loyd,
P.C.  Grubb & Ellis/Martens Commercial Group LLC, to act as the
Chapter 11 Trustee's exclusive listing broker/realtor for
properties.  The trustee wants to real estate holdings wants to
sell some of the property off, including a luxury high-rise
condominium in Dallas valued at more than $2.5 million and several
run-down apartment complexes in the metro area.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MANSFIELD HIGHLANDS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Mansfield Highlands, Ltd.
        1718 Highway 287 N
        Mansfield, TX 76063

Bankruptcy Case No.: 12-46670

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Jeff P. Prostok, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855
                  E-mail: jpp@forsheyprostok.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Myles Kelley, manager.


MATLOCK REALITY: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: Matlock Reality Enterprise, Inc.
        P.O. Box 300310
        Arlington, TX 76007

Bankruptcy Case No.: 12-46656

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.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 four unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb12-46656.pdf

The petition was signed by Donna Bradley, president.


MC REALTY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: MC Realty XXXVI, Inc.
        869 East Schaumburg Road
        Suite 200
        Schaumburg, IL 60194

Bankruptcy Case No.: 12-47938

Chapter 11 Petition Date: December 5, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: Andrew J. Maxwell, Esq.
                  MAXWELL LAW GROUP, LLC
                  105 West Adams Street Ste 3200
                  Chicago, IL 60603
                  Tel: (312) 368-1138
                  Fax: (312) 368-1080
                  E-mail: maxwelllawchicago@yahoo.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Mark Conway, president.

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor              Case No.
     ------              --------
MC Realty XXXIV, Inc.    12-47937
MC Realty XXXIII, Inc.   12-47939
Mirose, Inc.             12-47940


MCPK REALTY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: MCPK Realty, LLC
        103 Bennet Road
        Matewan, NJ 07747

Bankruptcy Case No.: 12-38483

Chapter 11 Petition Date: December 5, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Daniel P. Bernstein, Esq.
                  CALZARETTO & BERNSTEIN, LLC
                  459 Route 38 West
                  Maple Shade, NJ 08052
                  Tel: (856) 667-0400
                  Fax: (856) 667-1477
                  E-mail: d.p.bernstein@verizon.net

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

Estimated Debts: not indicated

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
City of Jersey City       real estate taxes      $33,400
City Hall
280 Grove St.
Jersey City, NJ 07302

The petition was signed by Mukund Patel, managing member.


MICHAEL FOODS: Moody's Affirms 'B2' CFR; Rates PIK Notes 'Caa1
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the new senior
unsecured PIK Toggle Notes which will be issued at Michael Foods
Holding, Inc., the parent of Michael Foods Group, Inc. Proceeds of
the issuance will be used to fund a distribution to shareholders
Goldman Sachs Capital Partners and Thomas H. Lee Partners. Moody's
affirmed Michael Foods B2 Corporate Family and Probability of
Default Ratings. The rating outlook is stable.

The Caa1 PIK note rating reflects the unsecured position of the
notes and their position within the capital structure at Michael
Foods Holding, Inc. The new notes are ranked below the secured and
unsecured debt at Michael Foods Group, Inc. based on Moody's Loss
Given Default Methodology. As a result of the inclusion of the
additional debt at the bottom of the capital structure, the senior
secured bank facilities and senior unsecured notes at Michal
Foods, Inc. received a one notch rating lift. Consequently, the
senior secured bank facilities are now rated Ba3 from B1 and the
senior unsecured notes are rated B3 from Caa1.

The following ratings were assigned:

Michael Foods Holding, Inc:

  $275 million Senior Unsecured PIK Toggle Notes at Caa1, LGD 6,
  92%

The following ratings were upgraded:

Michael Foods Group, Inc.:

  $915 million Senior Secured Guaranteed Bank facilities to Ba3
  (LGD 2, 29%) from B1 (LGD 3, 36%)

  $430 million Senior Unsecured 8 year note to B3 (LGD 5, 75%)
  from Caa1 (LGD 5, 87%)

The following ratings were affirmed:

  Corporate Family Rating at B2

  Probability of default rating at B2

Ratings Rationale

The B2 CFR reflects the still high leverage of the company
following its purchase by Goldman Sachs in 2010 (together with
rollover of equity from former owner Thomas H. Lee Partners -THL).
The ratings also incorporate the shareholder friendly orientation
as evidenced by this distribution, which is the second debt
financed distribution in the last two years. In February 2011 the
company paid a $65 million distribution in connection with its
refinancing at that time.

Michael Foods' ratings also reflect the company's sensitivity to
grain and egg commodity prices, its customer and supply
concentrations, and the company's exposure to the challenges
facing the food service industry, as well as the potential for
debt funded acquisition activity to expand the current business
platform. Yet the ratings also take into account Michael Foods'
leading market position as a producer of egg products, number one
position in refrigerated potato products, its product diversity,
improving volumes, growing emphasis on value-added products with
more stable margins, and the company's track record of delivering
relatively consistent cash flow generation.

The company's ratings could be downgraded if operating results
were to unexpectedly deteriorate such that leverage began to rise
rather than decline, or if liquidity were to weaken as a result of
cash usage in owner-friendly transactions or debt-funded
distributions.

An upgrade would require that debt to EBITDA be sustained below
5.0 times and retained cash flow to net debt return to a level in
the low teens (both calculated using Moody's accounting
adjustments). In addition, in light of its history of leveraged
recaps and debt fueled shareholder distributions, Moody's would
look for more clarity about the company's future ownership profile
and longer term financial policy prior to an upgrade.

The principal methodologies used in rating this issuer were
Moody's Global Food -- Protein and Agriculture published in
September 2009 and Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Headquartered in Minnetonka, Minnesota, Michael Foods, Inc. is a
producer and distributor of egg products, cheese and other
refrigerated grocery products and potato products. Revenue for the
twelve months ended September 29, 2012 were approximately $1.8
billion.


MICHAEL FOODS: S&P Gives 'CCC+' Rating on $275MM PIK Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Minnetonka,
Minn.-based Michael Foods Group Inc.'s proposed $275 million
senior unsecured payment-in-kind (PIK) toggle notes due 2018,
issued under Rule 144A without registration rights. The notes will
be issued by Michael Foods Holding Inc., parent company of Michael
Foods Group. "We rated the PIK toggle notes 'CCC+' (two notches
below our 'B' corporate credit rating on Michael Foods Group) with
a recovery rating of '6', indicating expectations for negligible
(0% to 10%) recovery in the event of a payment default," S&P said.

Michael Foods has indicated that it will use proceeds from the
proposed note offering along with balance sheet cash to fund a
$317 million dividend to its sponsors, GS Capital Partners and TH
Lee Partners. The notes will not be guaranteed by any of the
issuer's subsidiaries and will be structurally subordinated to the
existing senior secured credit facilities and existing senior
notes of Michael Foods Group. As of Sept. 29, 2012, Michael Foods
had about $1.27 billion of debt outstanding.

"The 'B' corporate credit rating on Michael Foods Group Inc.
reflects our view of the company's financial risk profile as
'highly leveraged' and its business risk profile as 'weak.' Key
credit factors in our business risk assessment include our view of
the company's exposure to volatile commodity costs, product
concentration, and participation in highly competitive segments
with larger competitors. Michael Foods Group benefits from its
strong market position in its core egg products business and a
growing value-added product portfolio," S&P said.

"We view the company's financial profile as highly leveraged based
on its significant debt burden and very aggressive financial
policy. Credit protection measures will weaken following the
issuance of the proposed notes. For the 12 months ended Sept. 29,
2012, we estimate pro forma total debt to adjusted EBITDA will be
high at 6.4x, as compared with 5.2x excluding the new notes. We
estimate the ratio of pro forma funds from operations (FFO) to
total debt will decline to 7.9% for the 12 months ended Sept. 29,
2012, from 9.6% excluding the new notes. We expect credit measures
will improve modestly over the next year as the company applies
free cash flow towards debt reduction. These credit measures are
in line with our 'highly leveraged' indicative ratios of leverage
over 5x and FFO to total debt below 12%," S&P said.

Rating List
Michael Foods Group Inc.
Corporate credit rating                 B/Stable/--

New Ratings
Michael Foods Holdings Inc.
Senior unsecured
  $275 mil. PIK toggle notes due 2018    CCC+
    Recovery rating                      6


MIDSTATE STEEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Midstate Steel, Inc.
        2320 Wall Street
        Millbrook, AL 36054

Bankruptcy Case No.: 12-33205

Chapter 11 Petition Date: December 5, 2012

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: James L. Day, Esq.
                  MEMORY & DAY
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  E-mail: jlday@memorylegal.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 together with the petition is available for free at
http://bankrupt.com/misc/almb12-33205.pdf

The petition was signed by John D. Hanners, president.


MODERN PRECAST: Updated Case Summary & Creditors' Lists
-------------------------------------------------------
Lead Debtor: Modern Precast Concrete, Inc.
        3900 Glover Road
        Easton, PA 18040

Bankruptcy Case No.: 12-21304

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Debtor's Counsel: Aaron S. Applebaum, Esq.
                  MCELROY DEUTSCH MULVANEY & CARPENTER LLP
                  Suburban Station Building, Suite 1500
                  1617 John F. Kennedy Boulevard
                  Philadelphia, PA 19103
                  Tel:  (215) 557-2900
                  E-mail: aapplebaum@mdmc-law.com

                         - and ?

                  Barry D. Kleban, Esq.
                  MCELROY DEUTSCH MULVANEY & CARPENTER, LLP
                  Suburban Station Building, Suite 1500
                  1617 John F. Kennedy Boulevard
                  Philadelphia, PA 19103
                  Tel:  (215) 557-2900
                  E-mail: bkleban@mdmc-law.com

Debtor's
Financial Advisor
and Investment
Banker:           GRIFFIN FINANCIAL GROUP, LLC

Debtor's
Financial
Restructuring
Advisor:          BEANE ASSOCIATES, INC.

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

        Entity                        Case No.
        ------                        --------
West Family Associates, LLC           12-21306
  Assets: $100,001 to $500,000
  Debts: $10,000,001 to $50,000,000
West North, LLC                       12-21307
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by James P. Loew, chief financial
officer.

A. Modern Precast's List of Its 31 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
*United States Small Business      Loan                 $2,757,840
Administration
2120 Riverfront Drive, Suite 100
Little Rock, AR 72202-1794

*Pennsylvania Industrial           Loan                 $1,553,000
Development Authority
Commonwealth Keystone Building
400 North Street, 4th Floor M East
Harrisburg, PA 17120

Fry's Plastic                      Trade Debt           $1,037,747
560 Rabbittown Road
Muncy, PA 17756

Essroc Cement Corp.                Trade Debt             $281,086
3938 Easton Nazareth Highway
Nazareth, PA 18064

J M Ahle                           Trade Debt             $275,406
2 Herman Street
South River, NJ 08882

Sika Corporation                   Trade Debt             $266,985
23868 Network Place
Chicago, IL 60673-1238

A L Patterson Inc.                 Trade Debt             $262,697
300 Ben Fairless Drive
Fairless Hills, PA 19030

Premier Tech Aqua                  Trade Debt             $238,782

R T H Transport LLC                Trade Debt             $192,778

A B E Materials ? Easton           Trade Debt             $189,013

Schlusselbauer North               Trade Debt             $163,648

Belvidere Sand & Gravel            Trade Debt             $162,916

Re-Steel Distribution Co Inc.      Trade Debt             $160,516

Engineered Wire Products           Trade Debt             $130,373

Metal Partners Rebar               Trade Debt             $113,524

Morgan's Welding                   Trade Debt             $109,550

King Steel Corporation             Trade Debt             $108,607

Bollinger Electric Inc.            Trade Debt             $101,908

Apex Mfg Co Inc.                   Trade Debt              $98,495

United Concrete Products           Trade Debt              $94,547

William Elek Inc.                  Trade Debt              $90,734

Plumstead Materials                Trade Debt              $83,146

EASD Tax Collector ? Anne          Trade Debt              $72,003

Dayton Superior                    Trade Debt              $59,391

General Supply Co.                 Trade Debt              $57,442

Rodota Inc.                        Trade Debt              $55,849

Holcim                             Trade Debt              $49,178

EJ                                 Trade Debt              $44,287

Micro Solutions Plus               Trade Debt              $40,017

American Manufacturing             Trade Debt              $38,989

*M&T Bank                          Loan               Undetermined

B. A copy of West Family's list of its 30 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/paeb12-21307.pdf

C. A copy of West North's list of its 30 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/paeb12-21306.pdf


MOMENTIVE PERFORMANCE: S&P Cuts Rating on Lien Notes to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on MPM.

"At the same time, we lowered our rating on the company's 1.5 lien
notes to 'CC' (two notches below the corporate credit rating) from
'CCC' and removed them from CreditWatch, where we had placed them
with negative implications on Oct. 11, 2012, upon announcement of
the refinancing and based on our updated recovery analysis. We are
revising the recovery rating on these notes to '6' from '4',
indicating our expectation of negligible (0%-10%) recovery in the
event of a payment default," S&P said.

"We are affirming all our other issue ratings. The outlook remains
negative," S&P said.

"These rating actions follow MPM's successful placement of $1.1
billion of first-priority senior secured notes due 2020 and its
use of the proceeds to repay revolving and term loan borrowings
and its $200 million 12.5% second-lien notes due 2014," said
credit analyst Cynthia Werneth.

"The negative outlook reflects our expectation that silicone
overcapacity and a tepid global economy will cause MPM's free
operating cash flow to be negative for at least the next several
quarters, causing liquidity to contract. We are likely to lower
the ratings during the next several quarters if industry
conditions fail to improve sufficiently to enable MPM to achieve
cash flow neutrality and stabilize liquidity, heightening the
probability of a payment default. We could also lower the ratings
sooner if the proposed $300 million ABL and notes financing is not
completed as currently structured, or if the company voluntarily
restructures or repurchases its debt in such a way that results in
anything less than full and timely repayment," S&P said.

"On the other hand, we could revise the outlook to stable if
earnings and cash flow strengthen, leverage declines, and
liquidity stabilizes at a level we consider adequate," S&P said.


MOUNTAIN STATE UNIV.: Moody's Withdraws B1 Rating on Rev. Bonds
---------------------------------------------------------------
Moody's has withdrawn its B1 rating on Mountain State University's
(WV) Series 2004 Bonds issued through the City of Beckley, WV and
its Series 2004 Bonds issued through the Raleigh County Building
Commission, WV. The withdrawal follows redemption of the school's
bonds as of December 3, 2012. At this time, Moody's no longer
maintains any underlying ratings on the university's debt.

Summary Rating Rationale

Moody's has withdrawn the rating because the bonds have been
redeemed.


MTS LAND: U.S. Bank Wants Subordination Provision in DIP Financing
------------------------------------------------------------------
U.S. Bank National Association, a secured creditor of debtors MTS
Land, LLC, and MTS Golf, LLC, objects to the Debtors' request to
obtain DIP financing.

U.S. Bank wants to ensure that, to the extent the Court is
inclined to grant the DIP Financing Motion, any order authorizing
the Debtors to borrow funds from Jaime Sohacheski incorporates the
subordination provision contained in the "Unconditional Limited
Guarantee of Payment" executed by Mr. Sohacheski when the Loan was
made.

The Debtors are seeking approval to obtain postpetition financing
from Jaime Sohacheski pursuant to a promissory note for
$1,080,000.

U.S. Bank is owed not less than $27.4 million in principal plus
interest and fees, according to court documents.

According to the Debtors' court filings, Mr. Sohacheski, who
indirectly owns 100% of the Debtors through his ownership of the
Debtors' affiliates, has guaranteed the consensual secured debt
and is committed to the Debtors reorganizing and redeveloping the
Mountain Shadows Golf Club.

The proposed DIP loan will mature March 31, 2013.  Interest on the
DIP Loan will accrue at a fixed rate of 10% per annum, or 15% per
annum after the occurrence of an event of default.  The DIP Lender
will have an allowed administrative expense for the funds advanced
to the Debtors.

                          About MTS Land

MTS Land LLC and MTS Golf LLC own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


MUELLER WATER: S&P Revises Outlook on 'B' CCR on Credit Measures
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Mueller Water Products Inc.
"At the same time, we revised our outlook to positive from
stable," S&P said.

"The outlook revision reflects the potential for a one-notch
higher rating if Mueller continues to improve credit measures in
fiscal 2013," said Standard & Poor's credit analyst Dan Picciotto.
"We expect the company to remain disciplined with its financial
policy and to potentially accelerate credit measure improvement
through debt repayment. After several years of weak credit
measures, we believe adjusted debt to EBITDA could improve to less
than 5x and funds from operations to more than 12% by the end of
fiscal 2013."

The ratings on Mueller reflect the company's "weak" business risk
profile, marked by its exposure to the cyclical nonresidential and
residential construction markets. "We now consider the company's
financial risk profile as 'aggressive,' from 'highly leveraged'
previously. Credit measures have improved from very weak levels,
and we expect them to remain consistent with an aggressive
financial risk profile by the end of 2013. Our projections
assume:"

    A continuation of the fragile domestic economic recovery,
    which supports sales growth in both the Mueller and Anvil
    divisions.

    Overall revenue growth in the mid- to high-single-digit
    percentage area this fiscal year.

    EBITDA margins rebounding to more than 10%.

Mueller sold its U.S. Pipe division in 2012, using a portion of
the proceeds to redeem $22.5 million of the company's senior
unsecured notes. Credit measures improved as a result of the sale
(cash proceeds were $94 million and Mueller recorded a receivable
of about $10 million) because of the unprofitable status of that
division. Still, U.S. Pipe had previous periods of decent
profitability and the sale reduced Mueller's overall product
diversification profile. "Nonetheless, we did not adjust our
business risk profile assessment of 'weak' as a result of the
sale," S&P said.

"Mueller maintains a good position, operating in the moderately
cyclical niche markets of the North American water infrastructure
and nonresidential pipe-related product markets. The company
offers a full line of water infrastructure flow control (such as
gate valves), fire hydrants, and pipe fittings. Over the past
couple of years, Mueller has been investing in adjacent markets
such as the advanced metering infrastructure (AMI) systems, leak
detection, and pipe condition assessment markets, and we consider
the company's efforts in these areas to be a work in progress,"
S&P said.

"New housing starts and replacement needs for aging water
infrastructure create demand for Mueller's products. Residential
housing starts remain low (although we expect them to pick up
moderately), and we expect the potential for municipalities
spending to remain weak for several years as budgetary pressures
continue. Private nonresidential construction activity and oil and
gas markets also fuel demand through the Anvil division, but we do
not expect robust recovery in these areas for the next couple of
years. We believe Mueller's geographic diversification will remain
limited, with nearly all of its business based in North America
and more than 80% in the U.S. The company's strengths include good
casting technologies and economies of scale that benefit from a
large installed base," S&P said.

"We expect the company will maintain a low-double-digit EBITDA
margin. Mueller's EBITDA margins have been volatile historically,
and we expect some improvement in the next year as it has shed its
unprofitable U.S. Pipe division and believe volume levels will
grow in its other businesses. Still, we believe the EBITDA margin
is likely to remain below peaks in the high-teens percentage area
over the next couple of years. Raw material price movements and a
reversal in economic prospects that reduces order volumes can
significantly affect profitability. Our assessment of the
company's management and governance is 'fair,'" S&P said.

"We consider Mueller's financial risk profile to be aggressive and
expect credit measures to improve somewhat in fiscal 2013, ending
September 2013. For instance, we believe debt to EBITDA will be
less than 5x, down from more than 5x at the end of fiscal 2012. We
expect Mueller's capital expenditures to continue to represent a
moderate use of cash. We expect the company to continue to make
small bolt-on acquisitions that complement its businesses," S&P
said.

"The outlook is positive. We believe credit measures could improve
to levels commensurate with a higher rating in the next year if
operating performance remains decent and no sizable acquisitions
are undertaken that increase debt levels," S&P said.

"We could raise the ratings in the next 12 months if credit
measures continue to improve and if liquidity remains adequate.
For example, if we believe that debt to EBITDA will be sustained
at less than 5x and funds from operations to total debt will
exceed 12%, we could raise the rating," S&P said.

"We could revise the outlook to stable if operating performance
does not demonstrate improvements. For example, debt to EBITDA
does not improve and approach 5x, we could revise the outlook to
stable," S&P said.


NEW MEXICO MORTGAGE: S&P Lowers Rating on 2002A&B Bonds to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch with
negative implications its rating on the New Mexico Mortgage
Finance Authority's (NMMFA) series 2002A and 2002B Federal Housing
Administration (FHA)-insured multifamily housing revenue bonds
issued for the Sandpiper Apartments project and lowered the rating
to 'CCC' from 'AA-'. The outlook is negative.

"The rating action reflects our view of the issuer's draw on the
debt service reserve fund and lack of plans to replenish the
fund," said Standard & Poor's credit analyst Lawrence Witte. "We
believe that the indenture will have sufficient assets to make the
debt service payment on Jan. 1, 2013 without drawing on the fund."

"The negative outlook reflects our view that the bonds' financial
position may worsen during the outlook period," S&P said.


NEWPARK RESOURCES: S&P Hikes Rating on $172MM Unsecured Notes to B
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Newpark Resources Inc.'s $172.5 million 4% senior unsecured
convertible notes due 2017 to '3' from '5'. "At the same time, we
raised our issue rating on the notes to 'B' from 'B-'. The '3'
recovery rating indicates our expectation of meaningful (50% to
70%) recovery in the event of a payment default. The 'B' corporate
credit rating on Newpark Resources remains unchanged," S&P said.

"Our revised recovery rating reflects our revised, higher
valuation for the company in a default scenario," S&P said.

The 'B' rating and stable outlook on Newpark Resources reflects
S&P's assessment of the company's "vulnerable" business risk,
"aggressive" financial risk, and "strong" liquidity. Newpark
operates in three business lines: drilling fluids, composite mats,
and environmental services, with drilling fluids accounting for
over 80% of revenues and 50% of operating income. "Our ratings
incorporate Newpark's small scale relative to its main competitors
in the drilling fluids segment, its dependence on one product
line, its lower margins relative to its mid-cap oilfield service
peers, along with its low leverage and strong liquidity," S&P
said.

RATINGS LIST

Newpark Resources Inc.
Corporate credit rating                       B/Stable/--

Rating Raised; Recovery Rating Revised
                                               To         From
Senior unsecured
  $172.5 mil 4% convertible nts due 2017       B           B-
   Recovery rating                             3           5


NORSE ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Norse Energy USA
        3556 Lakeshore Road, Suite 700
        Buffalo, NY 14219

Bankruptcy Case No.: 12-13685

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Robert J. Feldman, Esq.
                  GROSS, SHUMAN, BRIZDLE & GILFILLAN, P.C.
                  600 Lafayette Court
                  465 Main Street
                  Buffalo, NY 14203
                  Tel: (716) 854-4300
                  E-mail: rfeldman@grossshuman.com

Estimated Assets: $0 to $50,000

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

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/nywb12-13685.pdf

The petition was signed by S. Dennis Holbrook, chief legal
officer.


NORTEL NETWORKS: Cease Trade Order Issued for Lack of Financials
----------------------------------------------------------------
Nortel Networks Corporation and Nortel Networks Limited disclosed
that, consistent with their announcement of Aug. 9, 2012, NNC and
NNL did not file their respective unaudited financial statements
and related disclosure filings for the third quarter of 2012 by
the required filing deadlines under applicable securities laws as
a result the determination of the court-appointed monitor in their
Canadian creditor protection proceedings that future periodic
reporting by both companies could no longer be justified and would
be discontinued, effective as of the filing deadlines for their
2012 third quarter financial results.

As a result of the Canadian filing defaults, a temporary cease
trade order was issued by the Ontario Securities Commission.  The
CTO prohibits all trading in securities of both NNC and NNL,
effective immediately, other than for: (i) trades made for nominal
consideration for the purpose of permitting a security holder to
crystallize a tax loss; or (ii) trades in notes of either NNC or
NNL to an entity that qualifies as an "accredited investor" as
that term is defined under applicable Canadian securities laws.
The exceptions are subject to the further qualifications that: (1)
in the case of a tax loss trade, a copy of the CTO is provided to
the purchaser and the seller receives a written acknowledgement
from the purchaser that the securities acquired remain subject to
the CTO; and (2) in the case of an accredited investor trade in
notes of NNC or NNL, the purchaser will be deemed (by reason of
the issuance of this news release and the posting of the CTO on
the Restructuring Document Centre of Ernst & Young Inc., as
monitor, at
http://documentcentre.eycan.com/Pages/Main.aspx?SID=89&Redirect=1
) to have received notification of the terms of the CTO and deemed
to have acknowledged to the seller that the notes acquired remain
subject to the CTO.  The full text of the CTO accompanies this
news release marked as Annex A.

The temporary CTO is scheduled to expire 15 days from the date of
its issue unless extended by the OSC.  NNC and NNL understand that
the OSC will convene a hearing before the expiration date of the
CTO for the purpose of making the CTO permanent.

NNC and NNL expect that other Canadian provincial or territorial
securities regulators will issue cease trade orders similar to the
CTO.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


OVERSEAS SHIPHOLDING: Dec. 26 Deadline to Move as Lead Plaintiff
----------------------------------------------------------------
The Law Offices of Todd M. Garber disclosed that shareholders of
Overseas Shipholding Group, Inc., have until Dec. 26, 2012 to move
for lead plaintiff status in the shareholder lawsuit filed in the
United States District Court for the Southern District of New
York. The lawsuit was filed on behalf of a class comprising all
persons or entities who purchased the securities of OSG between
May 4, 2009 and Oct. 19, 2012, inclusive.

The Complaint alleges that the Company and certain of its
executive officers made false and/or misleading statements and/or
failed to disclose that: (1) the Company improperly accounted for
certain tax liabilities; (2) as a result, the Company's financial
results were misstated during the Class Period; (3) the Company
lacked adequate internal and financial controls; (4) as a result,
the defendants' statements during the Class Period were materially
false and misleading; and (5) as a result of the foregoing, the
defendants' positive statements about OSG's financial performance,
well-being and prospects lacked a reasonable basis.

The firm can be reached at:

         Todd M. Garber, Esq.
         Law Offices of Todd M. Garber
         Tel: (213) 700-7262
         E-mail: info@toddgarberlaw.com

                   About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.


OVERSEAS SHIPHOLDING: Two DHT Bareboat Charters Rejected
--------------------------------------------------------
DHT Holdings, Inc. disclosed that Overseas Shipholding Group, Inc.
and certain of its subsidiaries filed rejection motions on Dec. 6,
2012 with the U.S. Bankruptcy Court for the District of Delaware,
which motions seek the Court's approval to reject the bareboat
charters for the Overseas Newcastle and the Overseas London.

Pursuant to these two bareboat charters, DHT Holdings had placed
the two vessels on bareboat charters to OSG through December 2014
(Overseas Newcastle) and January 2018 (Overseas London).  The DHT
Holdings currently expects that the two vessels will be
redelivered to its subsidiaries in the coming weeks.

As discussed in its third quarter earnings release issued on Oct.
23, 2012, DHT Holdings adjusted the carrying value of its fleet
through an impairment charge.  DHT does not expect any further
impairment charge as a result of the redelivery of the two
vessels.

DHT Holdings will continue to monitor the OSG bankruptcy
proceedings.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.


P2 ACQUISITION: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to P2 Acquisition LLC. The outlook is stable.

"We also assigned a 'B+' issue-level rating with a recovery rating
of '2' to operating company Petroleum Place Inc.'s $25 million
revolving credit facility and $220 million first-lien term loan.
In addition, we assigned a 'CCC+' issue-level rating with a
recovery rating of '6' to Petroleum Place's $110 million second-
lien term loan. The '2' recovery rating indicates expectations
of substantial (70% to 90%) recovery in the event of a payment
default by the borrower and a '6' indicates expectations for
negligible (0% to 10%) recovery," S&P said.

"Our ratings on P2 Acquisition LLC, parent company of Petroleum
Place, reflects the company's 'weak' business profile,
characterized by its modest overall position in a fairly narrow
segment of the oil and gas exploration and production [E&P} market
and its 'highly leveraged' financial profile under our criteria,"
said Standard & Poor's credit analyst Jacob Schlanger. "Offsetting
some of these issues is the critical role the company's products
play in facilitating the E&P process, good growth prospects, and a
highly recurring revenue base. The company's management and
governance are 'fair.'"

P2 provides software and data solutions for the upstream oil and
gas industry. The company offers products that address the land
management and geospatial data, finance and accounting, production
reporting and operations, and environmental, health, and safety
needs that major oil companies as well as independent midsize and
national oil companies in the U.S., Canada, and abroad must
contend with. The company has more than 1,200 customers and more
than 90% of revenues come from North America. The finance and
accounting domain accounts for more than 40% of total revenues and
land management and geospatial data domain 34%. The company has
made acquisitions to further complement its own offerings.

"The stable outlook reflects the company's improved margins on its
predictable and recurring revenue base as well as its good cash
flow generation. We could raise the rating if the company can
reduce leverage to below 5x while sustaining margins at present
levels and expanding the business organically. We could lower the
rating if increased competition leads to margin deterioration and
a weakening business profile, and causes leverage to rise to above
the mid-6x area," S&P said.


PARADISE INVESTMENT: Court Won't Dismiss SunTrust Counterclaims
---------------------------------------------------------------
Bankruptcy Judge Arthur B. Briskman, denied the request of
Paradise Investment Fund, LLC, to dismiss counterclaims asserted
SunTrust Mortgage, Inc.

SunTrust is pursuing several claims totaling more than $7.9
million that it filed on or before the Jan. 16, 2012 claims bar
date.  SunTrust's Proofs of Claim assert the loans it made to the
Debtor are secured by mortgages on real properties.

Paradise did not file objections to SunTrust's claims in the main
case.  It initiated an adversary proceeding on May 2, 2012, and
seeks a declaratory judgment that the mortgages SunTrust recorded
on six of the Debtor's properties are invalid because they were
executed by individual partners in Paradise -- including Eric
Waddell, the manager of WW&A -- but were not signed by WW&A, the
sole managing entity of Paradise.  Paradise seeks to avoid the
mortgages and objects to SunTrust's claims 17, 18, 19, 20, 22 and
25. Paradise does not object to claim 21.

SunTrust answered the amended complaint on Aug. 3, 2012, in a
pleading that asserts 15 counterclaims.  The counterclaims seek a
declaration that the notes and mortgages identified in SunTrust's
original claims and the amended complaint are enforceable against
Paradise; or reformation of the mortgage documents to demonstrate
the Individuals' signatures created secured obligations on behalf
of Paradise; or imposition of equitable liens on the properties.
SunTrust alleges breach of the implied covenant of good faith and
fair dealing and agency authority of Eric Waddell to bind
Paradise. Each of the counterclaims seeks to achieve the same
result, a finding by this Court that SunTrust's original claims
against the Debtor are secured by the mortgages executed by the
Individuals.

Paradise moves to dismiss all but one of SunTrust's counterclaims
on the grounds they are late-filed claims or improper claim
amendments.

According to Judge Briskman, the counterclaims Paradise seeks to
have dismissed are not new claims.  They are permissible
amendments to claims 17, 18, 19, 20, 22, and 25 by SunTrust.  The
counterclaims arise from the same transactions and occurrences as
the original claims; they assert SunTrust loaned monies to
Paradise secured by the properties identified in SunTrust's
original claims.  The counterclaims seek the same outcome as the
original claims, establishment that Paradise's debts in the same
amount as the original claims are secured to the same extent
asserted in the original claims.  The counterclaims merely assert
additional legal theories -- reformation and equitable liens -- to
support the secured status of the claims originally filed by
SunTrust.

The lawsuit is, PARADISE INVESTMENT FUND, LLC, Plaintiff, v.
SUNTRUST MORTGAGE, INC., Defendant, Adv. Proc. No. 6:12-ap-00083-
ABB (Bankr. M.D. Fla.).  A copy of the Court's Dec. 4, 2012 Order
is available at http://is.gd/TjbOY4from Leagle.com.

                  About Paradise Investment Fund

Celebration, Florida-based Paradise Investment Fund, LLC, filed a
voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-13841)
on Sept. 13, 2011.  Justin M. Luna, Esq., at Latham, Shuker, Eden
& Beaudine, LLP, serves as the Debtor's counsel.  In its petition,
the Debtor estimated $1 million to $10 million in assets and
debts.  A list of the Company's 16 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb11-13841.pdf The petition was signed
by Eric J. Waddell, member and managing member of Waddel Williams
& Assoc., its manager.


POWERS LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Powers, LLC
        fka Clay Powers, LLC
        201 Terminal Road
        Clarksville, TN 37040
        Tel: (931) 552-7474

Bankruptcy Case No.: 12-11168

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Randal S. Mashburn

Debtor's Counsel: Deaver Hiatt Collins, Esq.
                  GULLETT SANFORD ROBINSON & MARTIN, PLLC
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339
                  E-mail: hcollins@gsrm.com

                         - and ?

                  G. Rhea Bucy, Esq.
                  GULLETT SANFORD ROBINSON MARTIN, PLLC
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339
                  E-mail: rbucy@gsrm.com

                         - and ?

                  Linda W. Knight, Esq.
                  GULLETT SANFORD ROBINSON & MARTIN, PLLC
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339
                  E-mail: lknight@gsrm.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/tnmb12-11168.pdf

The petition was signed by Charles Clay Powers, president.


PREFERRED PROPPANTS: S&P Keeps 'B+' Corp. Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings, including the
'B+' corporate credit rating, on Radnor, Pa.-based Preferred
Proppants LLC, remain on CreditWatch with negative implications,
where it initially placed them on Sept. 5, 2012. The CreditWatch
negative listing means the rating could be affirmed or lowered
following the conclusion of S&P's analysis.

"The CreditWatch update reflects our understanding that the
company is in the process of securing amendments to its credit
agreement and is taking additional steps to enhance its liquidity
position," said Standard & Poor's credit analyst Gayle Bowerman.
"Our initial CreditWatch listing reflected sales volumes that were
tracking to levels that are meaningfully lower than our
previously anticipated levels for the year. The company also
placed previously announced capacity expansions on hold, which
further reduced our expectations. As a result, Preferred
Proppants' performance will be below our previous expectations of
leverage below 2.5x and funds from operations to total debt above
20%. In addition, the higher-than-expected capital spending may
have caused its covenant cushion to fall below the 15% threshold
as defined by our criteria for adequate liquidity. As of Sept. 30,
2012, Preferred Proppants had total liquidity of $12 million,
consisting of about $1.6 million in cash and the remainder in
availability under the company's $60 million revolving credit
facility due 2016."

"In resolving the CreditWatch, we will review our performance
expectations, Preferred Proppants' liquidity position, and assess
industry conditions to determine whether a lower rating is
warranted. This will include meeting with management to discuss
operating prospects, capital expansion plans and its liquidity
position relative to our expectations. Potential outcomes of the
CreditWatch include an affirmation of the rating or a one-notch
downgrade," S&P said.


PRISM CONTENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Prism Content Solutions, LLC
        Post Office Box 24128
        Greenville, SC 29616

Bankruptcy Case No.: 12-07482

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                  MCCARTHY LAW FIRM, LLC
                  1517 Laurel Street (29201)
                  P.O. Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  Fax: (803) 753-6960
                  E-mail: bmccarthy@mccarthy-lawfirm.com

Scheduled Assets: $1,181,167

Scheduled Liabilities: $5,743,604

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/scb12-07482.pdf

The petition was signed by John Adam Shirley, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
John Adam Shirley                       12-07483  12/03/12


RCS CAPITAL: Fourth Amended Reorganization Plan Confirmed
---------------------------------------------------------
Judge Randolph J. Haines has confirmed the plan of reorganization
filed by RCS Capital Development LLC.

The Second Amended Disclosure Statement explaining the Fourth
Amended Plan of Reorganization provides that City of North Las
Vegas, holder of a $293,000 secured claim, will receive proceeds
from the sale of property in West Ann Road, in North Las Vegas.
The remaining proceeds of the property, estimated to be worth not
less than $500,000, will be paid for the claims of other classes.
With respect to Hill Crest Bank, a secured creditor, the Debtor
would convey to Hill Crest the properties at South Valley View,
and Simmons Properties to Hill Crest.  Unsecured creditors other
than ABC Learning Centres are impaired although they are expected
to be paid in full using the remaining proceeds from the Ann Road
Sale the Debtor's profit participation in the property at East
Russell Road, in Las Vegas.  ABC Learning's unsecured claim is
unimpaired under the Plan.  Owners of the Debtor will retain their
equity interests.

A copy of the Second Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/RCS_2nd_Amended_DS.pdf

                        About RCS Capital

RCS Capital Development, LLC, et al., filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 11-28746) on Oct. 12, 2011.  Michael W.
Carmel, Esq., at Michael W. Carmel, Ltd., in Phoenix, Ariz.,
represents the Debtor as counsel.

RCS's bankruptcy schedules reflect assets of US$57,038,210, of
which the largest is a judgment in the approximate amount of
US$57,000,000 against ABC Learning Centres Ltd., an Australia-
based operator of childcare centers.  RCS's bankruptcy schedules
reflect liabilities of approximately of US$47,169,203, the most
significant of which is the disputed US$41,000,000 claim of ABC.

Judge Randolph J. Haines presides over RCS's case.

RCS had various contractual relationships with ABC that resulted
in litigation in Maricopa County.  That litigation resulted in a
US$50 million jury verdict against ABC and judgment (worth
US$56,456,732 as of Nov. 15, 2011).  Liquidators for ABC filed for
recognition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware about two weeks
after RCS obtained its verdict.  Judge Kevin Gross entered an
order on Nov. 16, 2010, that recognized the Chapter 15 proceeding.

ABC liquidators contended in papers filed in Delaware that RCS
violated the Chapter 15 order by continuing actions in Nevada to
seize property in which the liquidators claimed an interest.  At a
hearing in U.S. Bankruptcy Court in Delaware on Oct. 4, 2011, the
liquidators asked Judge Gross to rule that RCS violated the
automatic stay.  The liquidators also wanted RCS to be held in
contempt, directed to return property and assessed with punitive
damages.  Judge Gross concluded the Oct. 4, 2011 hearing and said
he would rule later.

To preclude Judge Gross from handing down an unfavorable ruling,
RCS filed its own Chapter 11 petition on Oct. 12, 2011.


REALOGY GROUP: Moody's Raises CFR/PDR to 'B3'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded Realogy Group LLC's Corporate
Family and Probability of Default ratings to B3 and the 12.375%
senior subordinated notes instrument rating to Caa2, and confirmed
the B1 senior secured 1st lien, Caa1 one and a half lien and
certain Caa2 senior unsecured debt ratings. Moody's also withdrew
the ratings on the 2nd lien, certain senior unsecured and certain
senior subordinated debt. In addition, the Speculative Grade
Liquidity rating was raised to SGL-3 from SGL-4. The rating
actions reflect Realogy's equity issuance, conversion of
subordinated debt and repayment of certain other debt. This
concludes the review of Realogy's long term debt ratings that
began on October 4, 2012. The rating outlook is stable.

Ratings Rationale

The B3 Corporate Family rating (CFR) incorporates Moody's view
that Realogy's capital structure has made meaningful progress
towards being stabilized following the issuance of primary equity,
and is therefore more sustainable although still highly leveraged.
The over $3 billion of debt reduction from the equity issuance and
the conversion of subordinated debt to equity results in an
approximately 50% annual interest expense reduction. In addition,
existing home sale market conditions continue to improve,
providing further support for the upgrade.

Improving Results Expected In 2013

"The better tone in the US housing market supports our
expectations for 4% revenue growth and 12% EBITDA growth by
Realogy in 2013," noted Edmond DeForest, Moody's Senior Analyst.

In the next 12 to 18 months, Moody's expects debt to EBITDA and
EBITDA less capital expenditures over interest expense to make
progress toward falling below 7.0 times and rising above 2.0
times, respectively (compared to pro-forma debt to EBITDA and
interest coverage of 8.3 and 1.3 times, respectively, for the
twelve months ended September 30, 2012). Even so, financial
leverage will be elevated compared to other companies also rated
in the B3 category. EBITDA growth combined with a lower interest
burden should result in positive free cash flow of approximately
$260 million in 2013. Moody's expects free cash flow to be applied
to debt reduction. Moody's notes the limited operating history of
Realogy Group LLC as a public company and the risk of further debt
restructuring in a downside scenario.

The two notch increase in the Probability of Default rating
reflects a 50% mean expected family recovery rate given Realogy's
expected capital structure going forward; this results in the
Probability of Default rating at the same level as the CFR. The
Speculative Grade Liquidity rating of SGL-3 reflects Realogy's
lower annual interest rate burden, approximately $60 million of
cash (pro forma for the expected repayment of the 12.375 % senior
subordinated notes in 2013) and the expectation for positive free
cash flow.

The stable rating outlook reflects Moody's expectation for sales
growth of 4% to 5% and EBITDA margin expansion that will drive
adjusted EBITDA toward $750 million in the next 12 to 18 months.
The ratings could be lowered if weaker than expected existing home
sale market conditions results in declining revenues,
profitability or free cash flow, or if Realogy does not continue
to make steady progress to reduce financial leverage towards
levels consistent with other companies at the B3 rating level. A
downgrade could occur if Moody's comes to expect debt to EBITDA to
be sustained at about 7.0 times and free cash flow to debt to
remain near 0%. The ratings could be upgraded if Moody's expects
debt to EBITDA and free cash flow to debt to be sustained at less
than 6 times and about 5%, respectively.

The following ratings were upgraded:

  Corporate Family rating, to B3 from Caa1

  Probability of Default rating, to B3 from Caa2

  Speculative grade liquidity rating, to SGL-3 from SGL-4

  12.375% senior subordinated notes due 2015 to Caa2 (LGD6, 95%)
  from Caa3 (LGD5, 70%)

The following ratings were confirmed (and LGD assessments
updated):

  Senior secured revolving credit facility due 2016, B1 (to LGD2,
  25% from LGD 1, 6%)

  Senior secured term loan due 2016, B1 (to LGD2, 25% from LGD 1,
  6%)

  Senior secured synthetic letter of credit facility due
  2013/2016, B1 (to LGD2, 25% from LGD 1, 6%)

  Senior secured first lien notes due 2020, B1 (to LGD2, 25% from
  LGD 1, 6%)

  Senior secured notes (one and half lien) due 2020, Caa1 (to
  LGD5, 71% from LGD 2, 22%)

  Senior secured (one and half lien) notes due 2019, Caa1 (to
  LGD5, 71% from LGD 2, 22% )

  11.5% senior unsecured notes due 2017, Caa2 (to LGD5, 88% from
  LGD 3, 44%)

  12% senior unsecured notes due 2017, Caa2 (to LGD5, 88% from
  LGD 3, 44%)

The following ratings were withdrawn:

  Second lien term loan due 2017

  10.5% senior unsecured cash pay notes due 2014

  11.00%/11.75% senior unsecured toggle notes due 2014

  11% senior subordinated convertible notes due 2018

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

Realogy is a provider of real estate and relocation services. The
company operates in four segments: real estate franchise services,
company owned real estate brokerage services, relocation services
and title and settlement services. The franchise brand portfolio
includes Century 21, Coldwell Banker, Coldwell Banker Commercial,
ERA, Sotheby's International Realty and Better Homes and Gardens
Real Estate. Realogy's largest shareholder, with a less than 50%
equity stake, is an affiliate of Apollo Management, L.P.


RESTFUL GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Restful Group, L.P.
        12760 High Bluff Drive
        Suite 280
        San Diego, CA 92130

Bankruptcy Case No.: 12-16040

Chapter 11 Petition Date: December 5, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd., Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbyb.com

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

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

The petition was signed by Barry Seidman, CEO of general partner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Restful Group B, LLC                   12-16037   12/05/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

A copy of Restful Group LP's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/casb12-16040.pdf

A copy of Restful Group B's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/casb12-16037.pdf

The petition was signed by Barry Seidman, manager.


ROLAND GARROS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Roland Garros, Inc.
        3206 W. Wimbledon Dr.
        Augusta, GA 30909

Bankruptcy Case No.: 12-12208

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

About the Debtor: The Debtor owns the Club at Raes Creek Tennis
                  club's real estate, building and fixtures at
                  Wimbledon Drive, in Augusta, Georgia.

Debtor's Counsel: M. Richard Cutler, Esq.
                  CUTLER LAW GROUP, PC
                  3355 W Alabama Suite 1150
                  Houston, TX 77098
                  Tel: (713) 888-0040
                  Fax: (800) 836-0714
                  E-mail: rcutler@cutlerlaw.com

Scheduled Assets: $2,026,700

Scheduled Liabilities: $2,219,009

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by M. Richard Cutler, president.


ROVER DYNASTY: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: Rover Dynasty Inc.
        2095 N 11th St.
        Beaumont, TX 77703

Bankruptcy Case No.: 12-39015

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R. Jones

Debtor's Counsel: Glynda P. Stowers, Esq.
                  11569 Hwy 6 South, Ste. 64
                  Sugar Land, TX 77498
                  Tel: (832) 412-2020
                  Fax: (832) 412-2030
                  E-mail: attorneyglyndastowers@gmail.com

Scheduled Assets: $2,000,000

Scheduled Liabilities: $1,614,000

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Action Restoration                               $664,000
5215 North Twin City
Highway
Port Author, TX 77642

The petition was signed by Raheel Khan, director.


SAINT SPIRIDON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Saint Spiridon Property Investments LLC
        1 Gallery Place
        Newport Coast, Ca 92660

Bankruptcy Case No.: 12-23835

Chapter 11 Petition Date: December 5, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: Richard E. Dwyer, Esq.
                  LAW OFFICE OF RICHARD DWYER
                  18101 Von Karmen Ave Ste 330
                  Irvine, CA 92612
                  Tel: (747) 224-7956
                  Fax: (888) 370-4593
                  E-mail: attorneyricharddwyer@gmail.com

Scheduled Assets: $4,975,080

Scheduled Liabilities: $1,053,653

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Lilia Dedukh, CEO.


SATCON TECHNOLOGY: Court Approves Great Wall Accord, Financing
--------------------------------------------------------------
Bankruptcy Judge Kevin Gross approved a deal between Satcon
Technology Corporation and its primary supplier, China Great Wall
Computer Shenzhen Co., Ltd., which resolves amounts the parties
owed under a February 2012 contract manufacturing agreement.
Judge Gross also approved Satcon's request to incur post-petition
trade credit from Great Wall, and grant a priming lien to secure
the post-petition trade credit.

The Debtors provide utility-grade power conversion solutions for
the renewable energy market, primarily for large-scale commercial
and utility-scale solar photovoltaic markets.  Great Wall and its
subsidiary Perfect Galaxy International Limited manufacture and
supply certain products and sub-assemblies on an as needed basis.
Great Wall supplies roughly 90% of the products and sub-assemblies
used in the Debtors' business.  The Debtors do not have an
alternative manufacturer that could supply the majority of these
products.  In the absence of a continuing relationship with Great
Wall, the Debtors would be unable to operate their business. As
such, maintaining agreeable trade terms with Great Wall is vital
to the continuation of the Debtors' business.

Prior to the Petition Date, the Debtors owed Great Wall roughly
$26.2 million for product that had previously been delivered to
Satcon -- Prepetition Payable -- and Great Wall owed Satcon
roughly $1.3 million for parts and materials purchased from
Satcon.

Great Wall has informed the Debtors that they are unwilling to
extend credit in excess of $26 million to the Debtors.  Thus, to
continue to receive product from Great Wall, the Debtors would be
forced to operate on cash-on-delivery terms with Great Wall.
While the Debtors expect that Great Wall would continue to supply
the Debtors on a cash-on-delivery basis for the short-term, the
Debtors believe that absent a settlement Great Wall will not be
willing to procure parts to enable the Debtors to operate.

In addition to the issues posed by its relationship with Great
Wall, the Debtors' ability to maximize the value of their estates
is challenged by the Debtors' lack of liquidity. The Debtors do
not have debtor-in-possession financing, and are operating on cash
collateral subject to a Bankruptcy Court order and an existing
budget.  The Existing Cash Collateral Order provides for sale
milestones that require the Debtors to conduct an auction for
their assets on or prior to Jan. 15, 2013, and obtain a sale order
approving a sale on or before Jan. 17.  The Debtors are in the
process of marketing their assets but are concerned that the short
milestones will make it difficult to maximize value primarily due
the strategic nature of the likely buyers.  The Debtors'
investment bankers want an extension of the sale process for an
additional 45 to 60 days that would benefit the Debtors' estates
and increase amounts for distribution to the Debtors'
constituents.

After extensive arm's length negotiations, the Debtors and Great
Wall reached an agreement. Great Wall agreed to offset the roughly
$1.3 million Great Wall owed to the Debtors prepetition against
the $26.2 million Prepetition Payable.  Great Wall would purchase
certain of the Debtors' spare parts inventory currently located in
China on an as needed basis and would purchase certain inventory
by offsetting the purchase price against the Prepetition Payable.
It is anticipated that the purchases and the resultant offset
would be roughly $5,000,000.

The settlement also contemplated the application of three of the
Debtors' post-petition payments aggregating roughly $1.2 million
to the $26.2 million Prepetition Payable.  As a result, the
Prepetition Payable would be reduced to $18.7 million.  Great Wall
would then provide the Debtors with trade credit.  Great Wall
would agree to ship product to the Debtors consistent with their
prepetition relationship.

Through the week ended March 9, 2013, the Debtors estimate Great
Wall would ship them roughly $8,214,000 of product. The Debtors
would make no payments to Great Wall for the initial shipments of
product until January 2013.  Beginning in January 2013, the
Debtors would begin paying Great Wall pursuant to an agreed
payment schedule.

Based on the Debtors' projections, the Debtors would receive
roughly $4.9 million in post-petition trade credit -- Postpetition
Advances -- through the week ended March 9, 2013 with the total
balance owing to Great Wall at that time roughly $23.8 million.

Pursuant to the settlement, Great Wall would receive a first
priority priming lien on the assets of the Debtors to secure the
Postpetition Advances subject only to the Carve-Out as defined in
the Final Cash Collateral Order.  Great Wall would also receive
certain protections with regard to the intellectual property
necessary to allow for sale and servicing of the inventory
purchased by them in the event Satcon is not in a position to
service such inventory.

In approving the settlement, the Court held that the deal provides
the Debtors with additional liquidity to support their chapter 11
cases and allow for a full and complete marketing process for the
Debtors' assets.  The Settlement will extend the sale process and
expand liquidity.

Silicon Valley Bank is a purported senior secured creditor; and
Horizon Credit I LLC and Velocity Venture Funding, LLC, are
purported subordinated secured creditors, of Satcon.  As of the
Petition Date, Satcon owed them roughly $14.7 million and $6.5
million, respectively.

The Court ruled that the Secured Creditors are more than
adequately protected for the limited Priming Lien requested by
Great Wall.  The Secured Creditors' total claims as of the
Petition Date totaled $21,202,620.35 (inclusive of interest and
other fees).  The Secured Creditors, the Court said, benefit from
an equity cushion of at least $10.5 million based on the
liquidation value of the Debtors' assets.

Lazard Middle Market, which provides financial advisory services
to the Debtors, prepared a valuation analysis in which Lazard
estimates that the Debtors' total enterprise value is between
$36,000,000 and $42,000,000.  The Debtors also have prepared a
liquidation analysis, which estimates the value basis of the
Debtors' assets to be at least $32 million.

The Secured Lenders presented contrary evidence through their
retained experts at Hilco Appraisal Services, LLC.  The Court,
however, found the Hilco opinion to be less credible than Debtors
because Hilco did not include substantial assets, including
international goods and work in progress.

A copy of the Court's Dec. 7, 2012 Memorandum Opinion is available
at http://is.gd/9xnT2Jfrom Leagle.com.

                New Loan Ahead of Existing Debt

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Satcon Technology Corp. overcame opposition from
secured creditors and received authorization last week from the
bankruptcy court in Delaware for an arrangement with the principal
supplier in China enabling continued operations.

The report relates that China Great Wall Computer Shenzhen Co.
Ltd. makes 90% of the products and sub-assemblies used in Satcon's
products.  Without goods from Great Wall, Satcon said it couldn't
operate.  When bankruptcy began, Great Wall was owed $26 million
and said it was unwilling to incur more exposure.  To assure a
continuing supply of goods, Satcon agreed to make payments and
allow offsets in favor of Great Wall, so the debt would be reduced
to about $18.7 million.

The report notes that under the agreement approved last week,
Great Wall will supply trade credit through March, provided that
the debt is secured with a lien coming ahead of secured creditors.
U.S. Bankruptcy Judge Kevin Gross wrote a 13-page opinion on
Dec. 7 explaining why he will allow Great Wall to have a
$5 million lien ahead of existing secured debt.  He concluded from
the evidence that there will be equity protecting existing secured
creditors because the company's enterprise value is $36 million to
$42 million, while the liquidation value is at least $32 million.

                        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.


SBMC HEALTHCARE: Court OKs Expansion of Transwestern Services
-------------------------------------------------------------
SBMC Healthcare LLC sought and obtained permission from the U.S.
Bankruptcy Court to expand the services of Transwestern Property
Company SW GP, L.L.C., d/b/a Transwestern, the appointed broker
for the Debtor.

Transwestern was retained as the Debtor's broker to assist in
brokering the Debtor's property, including facilities, for sale
for purposes of this proceeding.  SBMC seeks to expand the
services of Transwestern regarding services Transwestern has
rendered for the obtaining of a lender to provide needed
postpetition financing.

Transwestern had received no compensation from the Debtor.

Transwestern will be entitled to commissions based on the ultimate
sales price of the Hospital property, the Debtor's property
exclusive of the Medical Office Building.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, Esq., at Marilee A. Madan, P.C., in Houston, Tex., is
the Debtor's general bankruptcy counsel.  Millard A. Johnson,
Esq., and Sara Mya Keith, Esq., at Johnson DeLuca, Kurisky &
Gould, P.C., in Houston, Tex., serve as the Debtor's special
bankruptcy counsel.  Judge Jeff Bohm presides over the case.


SEQUA CORP: Moody's Raises CFR to 'B2'; Rates Facilities 'B1'
-------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Sequa Corporation to B2 from B3 to reflect its improved
operating performance, debt reduction and expected benefits from
its proposed refinancing. Concurrently, Moody's assigned a B1
rating to Sequa's proposed $1.3 billion senior secured term loan
and $200 million senior secured revolver and Caa1 to its proposed
$350 million notes. Proceeds from the proposed refinancing will be
used to refinance the existing capital structure. The rating
outlook is changed to stable from positive.

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

  B1 (LGD3, 36%) to the $200 million senior secured revolving
  credit facility due 2017;

  B1 (LGD3, 36%) to the $1.3 billion senior secured term loan due
  2017; and

  Caa1 (LGD5, 88%) to the $350 million senior unsecured notes due
  2017.

The following ratings have been upgraded:

  Corporate family rating (CFR) to B2 from B3; and

  Probability of default rating to B2 from B3.

The ratings on all existing debt will be withdrawn upon completion
of the refinancing.

Rating Rationale

The upgrade of the CFR to B2 reflects a meaningful reduction in
leverage from over 7.0x to just under 6.0x through a combination
of debt reduction, with proceeds from the recent sale of its
Automotive business, and earnings growth. While leverage will be
high for the B2 rating at close, Moody's expects earnings growth
to continue and a steadier cash flow profile going forward due to
a reduction in restructuring costs, the completion of integration
efforts following the 2011 acquisition of Roll Coater and benefits
from the proposed refinancing. The refinancing is expected to
result in a substantial reduction in cash interest costs, an
extended maturity profile and an increased revolver size.

The B2 rating reflects Sequa's high leverage, weak historical cash
flow metrics, and its exposure to cyclical end-markets. The
ratings recognize the company's well-established market position
in its niche segments, commercial aviation engine maintenance,
repair and overhaul and protective and decorative coatings for
steel and aluminum coil, and its longstanding customer
relationships. Moreover, the ratings recognize the recent
corporate-wide earnings growth, the positive effects of its
restructuring programs and cost-cutting activities and
improvements in US commercial construction spending which position
the company for improved financial performance during the next 12-
18 months despite modest headwinds in its commercial aerospace and
military repair businesses.

The stable outlook reflects Moody's expectation that leverage and
cash flow metrics will improve in 2013 which will better position
Sequa in the rating category. Further, the outlook anticipates
that Sequa will maintain its good liquidity profile which will
allow for debt reduction.

Sequa's liquidity profile benefits from cash balances that are
expected to be at or above $100 million in 2013, solid cash flows
and the undrawn $200 million revolver, an increase of $50 million
from Sequa's existing facility. The credit facility is not
expected to have any financial covenants other than a springing
net first lien leverage covenant in any quarter in which 25% of
the revolver is drawn.

The B1 rating on the bank credit facilities, one notch above the
CFR, reflect their seniority in the capital structure, including
the benefits of all-asset liens and both upstream and downstream
guarantees. The senior unsecured notes are rated Caa1 due to their
junior position to the bank facilities.

The ratings could be downgraded if Sequa's earnings were to
deteriorate or if the company failed to generate free cash flow.
Incremental leverage added to the capital structure would likely
result in a downgrade whether due to acquisitions, shareholder
distributions or earnings deterioration. Moody's does not
anticipate a ratings upgrade prior to meaningful deleveraging such
that debt-to-EBITDA is permanently reduced below 4.5x and the
company demonstrates the consistency of its post-refinancing cash
flows.

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

Sequa Corporation, headquartered in Tampa, FL, is a diversified
industrial company operating in two continuing business segments:
Aerospace through Chromalloy Gas Turbine, and metal coating
through Precoat Metals. Sequa was purchased via a $2.8 billion LBO
by affiliates of Carlyle Partners V, L.P. in December 2007.


SIERRA NEGRA: Hires FamCo Advisory as Witness Expert
----------------------------------------------------
Sierra Negra Ranch, LLC asks the U.S. Bankruptcy Court for
permission to employ Kenneth B. Funsten of FamCo Advisory Services
to provide expert witness services.

FamCo's Kenneth B. Funsten attests he is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Funsten will provide an expert report on interest rates and
feasibility, and provide deposition testimony and testimony at
hearings to the extent necessary.  Mr. Funsten is willing to serve
as an interest rate and plan feasibility professional.

Mr. Funsten has agreed to provide his services and those of FamCo
at these rates:

   * $600 per hour for testimony and deposition for Funsten;
   * $425 per hour for other Funsten work; and
   * $250 per hour for other FamCo Professionals.

The Engagement Letter contemplates a $18,000 retainer to be paid
to FamCo against which retainer the fees and other cash expenses
will be charged following Court approval.

                        About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of 2,757.5 acres of undeveloped land in the Tonopah area
of incorporated Maricopa County, west of Phoenix, Arizona.  It
filed a bare-bones Chapter 11 petition (Bankr. D. Nev. Case No.
12-19649) in Las Vegas on Aug. 21, 2012.  Candace C. Clark, Esq.,
and Gerald M. Gordon, Esq., at Gordon Silver, in Las Vegas,
Nevada, represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SIERRA NEGRA: Dec. 19 Hearing on Case Dismissal Bid
---------------------------------------------------
The Bankruptcy Court moved to Dec. 19, 2012, at 2:00 p.m., the
hearing on the request filed by Sierra Negra Ranch LLC et al., to
dismiss its bankruptcy case.

Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.  Candace C.
Clark, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, in Las
Vegas, Nev., represent the Debtor as counsel.

In its amended schedules, the Debtor disclosed $26,197,986 in
total assets and $4,801,931 in total liabilities.  The Debtor is
"Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B)
and its asset is located in Maricopa County, Arizona.


SINO-FOREST: Ontario Court Approves Plan of Compromise
------------------------------------------------------
Sino-Forest Corporation disclosed that the Ontario Superior Court
of Justice has approved the Company's Plan of Compromise and
Reorganization pursuant to the Companies' Creditors Arrangement
Act (Canada) and the Canada Business Corporations Act dated
Dec. 3, 2012.  The Plan is designed to facilitate the completion
of a restructuring transaction concerning, affecting and involving
Sino-Forest under which, among other things, Sino-Forest will
transfer substantially all of its assets, other than certain
excluded assets, to a newly formed entity to be owned by the
affected creditors of Sino-Forest.

Court approval of the Plan satisfies a key condition precedent to
implementation of the Plan.  If the remaining conditions precedent
set out in the Plan are satisfied or waived within the time frames
anticipated, Sino-Forest intends to implement the Plan as soon as
possible and not later than Jan. 15, 2013.

                     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.


SOUTH LOUISIANA ETHANOL: Plaquemines Wins Dismissal of CHS Suit
---------------------------------------------------------------
Louisiana District Judge Eldon E. Fallon granted Plaquemines
Holdings LLC's motion to dismiss the complaint filed by CHS Inc.
for failure to state a claim.  CHS Inc. sued Plaquemines Holdings
to redeem certain assets South Louisiana Ethanol, LLC, sold to
Plaquemines Holdings' sole member during SLE's bankruptcy.

J.A.H. Enterprises, Inc., the sole member of Plaquemines Holdings,
acquired for $6,802,000 (1) immovable property located in
Plaquemines Parish and commonly known as Tract A-1C1; (2) all
movable property located on Tract A-1C1; and (3) "an option to
purchase all rights, title and interest distributed to SLE
resulting from the dissolution" of CHS-SLE Land, LLC .

In its complaint, CHS asked the Bankruptcy Court to (1) declare
that Plaquemines Holdings purchased the claims that are the
subject of litigation pursuant to Louisiana Civil Code Article
2652 when Plaquemines Holdings entered into an Option Agreement
with SLE; (2) declare that CHS is entitled to redeem the property
purchased by Plaquemines Holdings in the Option Agreement; (3)
order that Plaquemines Holdings sell the property it purchased in
the Option Agreement to CHS for $202,000; and (4) grant CHS
further relief as the Court deems just, proper and equitable.

Plaquemines Holdings sought dismissal, arguing that the option it
purchased is not equivalent to a litigious right because the
rights at issue in SLE's lawsuit seeking to wind up the affairs of
the Land LLC are distinct from the rights Plaquemines Holdings
purchased in the Option Agreement.  Plaquemines Holdings
emphasizes that it owns the option to purchase whatever interests
in immovable property SLE ultimately owns upon the dissolution of
the Land LLC, but does not own an interest in the Land LLC -- in
fact, Plaquemines Holdings asserts that it does not "have any
interest in the winding up of [the Land LLC]."

The lawsuit is, CHS, INC., v. PLAQUEMINES HOLDINGS, LLC, Section
"L" (2), Civil Action No. 11-2391 (E.D. La.).  A copy of the
Court's Dec. 5, 2012 Order and Reasons is available at
http://is.gd/xpD5EVfrom Leagle.com.

                  About South Louisiana Ethanol

South Louisiana Ethanol LLC owns a non-operating ethanol plant in
Belle Chasse, Louisiana.  South Louisiana purchased the non-
operating plant in 2006 with plans for rebuilding. When financing
fell through, it shut down the construction project in September
2007.  South Louisiana Ethanol sought Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-12676) on Aug. 25, 2009.  Emile L.
Turner Jr., Esq., represented the Debtor in its restructuring
effort.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.

On April 19, 2011, the Bankruptcy Court approved the Debtor's
Amended Plan of Reorganization that provided for the post-
confirmation sale of certain of the Debtor's assets.


SOUTHSIDE LLC: Case Summary & 9 Unsecured Creditors
---------------------------------------------------
Debtor: Southside, LLC
        P.O. Box 19866
        Atlanta, GA 30325

Bankruptcy Case No.: 12-79847

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: James L. Paul, Esq.
                  CHAMBERLAIN, HRDLICKA, WHITE ET AL
                  34th Floor
                  191 Peachtree Street NE
                  Atlanta, GA 30303-1410
                  Tel: (404) 659-1410
                  Fax: (404) 659-1852
                  E-mail: james.paul@chamberlainlaw.com

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

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

A copy of the list of the Company's nine unsecured creditors is
available for free at http://bankrupt.com/misc/ganb12-79847.pdf

The petition was signed by Jermaine Dupri Mauldin, president of So
So Def Productions, Inc., Debtor's managing member.


SHARP REALTY: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Sharp Realty LLC
        aka Sharp Family Realty LLC
        9 Lynch Street
        Huntington, NY 11746

Bankruptcy Case No.: 12-77034

Chapter 11 Petition Date: December 6, 2012

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

Judge: Alan S. Trust

Debtor's Counsel: Pro Se

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 three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-77034.pdf

The petition was signed by Linda Sharp, principal.


SPARA LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Spara, LLC
        2250 Thunderstick Drive
        Suite 1203
        Lexington, KY 40505

Bankruptcy Case No.: 12-13263

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Mark D. Collins, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  E-mail: collins@RLF.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/deb12-13263.pdf

The petition was signed by George S. Hofmeister, chairman.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Revstone Industries, LLC               12-13262  12/03/12


SPARKS CRANE: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: Sparks Crane Services, Inc.
        200 Washington Avenue
        Dravosburg, PA 15034

Bankruptcy Case No.: 12-25942

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Jeffery A. Deller

Debtor's Counsel: Robert O. Lampl, Esq.
                  ROBERT O. LAMPL, ATTORNEY AT LAW
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.com

Scheduled Assets: $200,000

Scheduled Liabilities: $4,605,667

A copy of the Company's list of its four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/pawb12-25942.pdf

The petition was signed by Ray G. Anthony, president.


SPORTSMAN'S TOY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sportsman's Toy Store, Inc.
        pka Field & Stream Sports, Inc.
        2551 Highway 70 East
        New Bern, NC 28560

Bankruptcy Case No.: 12-08584

Chapter 11 Petition Date: December 5, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $149,880

Scheduled Liabilities: $1,670,927

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb12-08584.pdf

The petition was signed by R. Earl Dail, Sr., president.


STONE CAST: Case Summary & 8 Unsecured Creditors
------------------------------------------------
Debtor: Stone Cast, Inc.
        51 Boulevard
        Queensbury, NY 12804

Bankruptcy Case No.: 12-13131

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Michael J. Toomey, Esq.
                  TOOMEY & GALLAGHER, LLC.
                  One South Western Plaza
                  P.O. Box 2144
                  Glens Falls, NY 12801
                  Tel: (518)743-9000
                  E-mail: michaeljtoomeyesq@nycap.rr.com

Scheduled Assets: $1,724,000

Scheduled Liabilities: $831,890

A copy of the Company's list of its eight unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nynb12-13131.pdf

The petition was signed by Terry Karanikas, president.


SUN-N-RICK INC: Case Summary & 14 Unsecured Creditors
-----------------------------------------------------
Debtor: Sun-N-Rick, Inc.
        2 Traders Circle
        Normal, IL 61761

Bankruptcy Case No.: 12-72600

Chapter 11 Petition Date: December 6, 2012

Court: U.S. Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Brian D. Pondenis, Esq.
                  OSTLING & ASSOCIATES, LTD.
                  201 W. Olive Street
                  Bloomington, IL 61701
                  Tel: (309) 827-3030
                  Fax: (309) 827-3131
                  E-mail: bpondenis@ostlinglaw.com

Scheduled Assets: $1,451,376

Scheduled Liabilities: $1,223,808

A copy of the Company's list of its 14 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilcb12-72600.pdf

The petition was signed by Shivkumar Punjabi, president.


TAJ GRAPHICS: Court Rejects Prime Financial's Contempt Motion
-------------------------------------------------------------
In the case of TAJ Graphics Enterprises LLC, Bankruptcy Judge
Thomas J. Tucker denied Prime Financial Inc.'s request for an
order holding Robert Kattula in contempt for violation of a
July 16, 2012 no-contact order.  The Court said Mr. Kattula
conduct that is alleged in Prime's Motion (sending the email to
John Denton) is not a violation of the July 16 Order, so Mr.
Kattula cannot be held in contempt for such conduct.  A copy of
the Court's Dec. 3, 2012 Order is available at http://is.gd/VyK8T6
from Leagle.com.

Based in Rochester, Michigan, TAJ Graphics Enterprises, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
09-72532) on Oct. 21, 2009.  John D. Hertzberg, Esq., in Bingham
Farms, Michigan, serves as the Debtor's counsel. In its petition,
the Debtor estimated $10 million to $50 million, and $1 million to
$10 million in debts.


TC GLOBAL: Baristas Submits Bid to Purchase All of Tully's
----------------------------------------------------------
Baristas Coffee Company, Inc. has filed an offer to purchase all
of the assets of TC Global, Inc., doing business as Tully's.  A
new company "Baristas Acquisition Partners, Inc." has been formed
to complete an offer which, if accepted by the Court, will become
a wholly owned subsidiary of BCCI and is backed by current Tully's
shareholders and other investors.  The Bankruptcy Court has set
Jan. 11, 2013 as the hearing date for approval of the sale of
Tully's assets.  The BAPI proposal would continue to maintain and
operate the Tully's locations with the existing employees under
the Tully Coffee brand.

Since filing for bankruptcy, TC Global has closed unprofitable
locations, reduced overhead, secured additional working capital,
and through the bankruptcy they will be able to eliminate debt,
certain liabilities and unprofitable legacy leases.

Barry Henthorn , CEO of Baristas, stated, "We are overwhelmed with
the support we have received both emotionally and financially from
existing shareholders of Tully's and many other members of the
community.  Our offer is the only one that allows any ongoing
benefit to the approximately 6000 shareholders and does so while
maximizing the returns to the other creditors.  By combining
management and supply chain resources it is expected that the
combined entities of Baristas and Tully's will be profitable and
that operations from just current locations alone will generate in
excess of $25 million in revenue and approximately $2 million in
profits during 2013.  This acquisition will also allow further
distribution of other Baristas products, such as our new Ice Cream
line and other products under development."

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


THORNBURG MORTGAGE: Sec. 506(c) Pleading Deadlines Suspended
------------------------------------------------------------
Bankruptcy Judge Duncan W. Keir ruled that, for the reasons stated
on the record at a hearing held on Dec. 6, 2012, all further
pleading deadlines pertaining to the Chapter 11 Trustee's Motion
Pursuant to Section 506(c) of the Bankruptcy Code are stayed
pending further Court order.  A copy of the Court's Dec. 7, 2012
Order is available at http://is.gd/U0EQRffrom 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.


TILTRAC CORPORATION: Case Summary & 19 Unsecured Creditors
----------------------------------------------------------
Debtor: Tiltrac Corporation
        dba Synergy Broadcast Systems Inc.
        16115 Dooley Road
        Addison, TX 75001-4229

Bankruptcy Case No.: 12-37641

Chapter 11 Petition Date: December 3, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Larry K. Hercules, Esq.
                  1400 Preston Road, Suite 400
                  Plano, TX 75093
                  Tel: (972) 964-9757
                  Fax: (972) 964-0120
                  E-mail: lkhercules@yahoo.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 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txnb12-37641.pdf

The petition was signed by Peter Kiddy, president.


TRIAD GUARANTY: Illinois Regulator Recommends Rehabilitation
------------------------------------------------------------
Triad Guaranty Inc. disclosed that the Illinois Department of
Insurance has issued an Administrative Order recommending that
Triad Guaranty Insurance Corporation be placed in rehabilitation.
Additionally, the Department is expected to file a Complaint for
Rehabilitation with the Circuit Court of Cook County, Illinois
seeking an Order of Rehabilitation.  The Board of Directors of
Triad has consented to the Order of Rehabilitation and it is
expected to be entered by the Court in the near future.

Upon entry of the Order of Rehabilitation by the Court, the
Director of the Illinois Department of Insurance will be vested
with possession and control over all of the assets and liabilities
of Triad and Triad Guaranty Inc. will cease to have any oversight
or management authority over Triad or its business and affairs.

In a related matter, on December 10, 2012, the Department approved
reimbursement by Triad of expenses totaling $734,000 incurred by
Triad Guaranty Inc. on behalf of Triad.  As a result of the Order
of Rehabilitation, Triad Guaranty Inc. does not expect to receive
any further reimbursement of expenses or other funds from Triad.

As discussed in Triad Guaranty Inc.'s Quarterly Report on Form 10-
Q filed on Nov. 14, 2012, this action by the Department to place
Triad in rehabilitation will negatively impact Triad Guaranty
Inc.'s ability to fund its operations in the future. Triad
Guaranty Inc.  expects that this action will likely lead it to
commence winding up its business and liquidating through a Chapter
11 bankruptcy proceeding or other liquidation proceedings,
although the timing of the institution of such a proceeding has
not been determined.

                      About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

                 Going Concern/Bankruptcy Warning

"The Company has prepared its financial statements on a going
concern basis under GAAP, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  However, there is substantial doubt as
to the Company's ability to continue as a going concern.  This
uncertainty is based on, among other things, Triad's current non-
compliance with a provision of the second Corrective Order, the
possible failure of Triad to comply with other provisions of the
Corrective Orders, and the Company's ability to generate enough
income over the term of the remaining run-off to overcome its
$802.8 million deficit in assets at September 30, 2012."

The positive impact on statutory surplus resulting from the second
Corrective Order has resulted in Triad reporting a policyholders'
surplus in its SAP financial statements of $224.1 million at
Sept. 30, 2012, as opposed to a deficiency in policyholders'
surplus of $834.5 million on the same date had the second
Corrective Order not been implemented.  While the implementation
of the second Corrective Order has deferred the institution of an
involuntary receivership proceeding, no assurance can be given
that the Department will not seek receivership of Triad in the
future and there continues to be substantial doubt about the
Company's ability to continue as a going concern.

The Department may seek receivership of Triad based on Triad's
current non-compliance with a provision of the second Corrective
Order or for any other violation of the Illinois Insurance Code.
Moreover, if the Department determines that Triad is insolvent
under applicable law, it would be required to institute a
receivership proceeding over Triad.  In addition, the Department
retains the inherent authority to institute such proceedings
against Triad for any reason and Triad has previously agreed not
to contest the taking of any such actions.

As of Nov. 14, 2012, the Department has not issued any final
decision or order as a result of the public hearing and Triad's
request to amend the second Corrective Order.  Because the subject
matter of the hearing specifically included an assessment of
whether the Department should implement a different regulatory
approach with respect to Triad, including institution of
receivership proceedings for the conservation, rehabilitation or
liquidation of Triad, the Company believes institution of such a
proceeding could be imminent.  If this should occur, among other
things, TGI could lose control of Triad and could be forced to
deconsolidate its financial statements.  Any such actions would
likely lead TGI to institute a proceeding seeking relief from
creditors under U.S. bankruptcy laws, or take other steps to wind
up its business and liquidate.  See Item 1A, "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December
31, 2011 for more information.


TRIBUNE CO: Bank Debt Trades at 17% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 83.00 cents-on-the-
dollar during the week ended Friday, Dec. 7, an increase of 5.97
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 17, 2014.  The loan is one of the biggest gainers and losers
among 197 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TXU CORP: Bank Debt Trades at 35% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 65.08 cents-on-the-dollar during the week
ended Friday, Dec. 7, an increase of 0.63 percentage points from
the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's 'Caa1' rating and Standard & Poor's 'CCC' rating.  The
loan is one of the biggest gainers and losers among 197 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.

The Company has accumulated net losses totaling $6.5 million since
inception.

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

                           About U-Swirl

Henderson, Nev.-based U-Swirl, Inc., U-Swirl, Inc., formerly
Healthy Fast Food, Inc., was incorporated in the state of Nevada
on Nov. 14, 2005.  As of Sept. 30, 2012, the Company owned and
operated six U-Swirl Yogurt cafes.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about U-Swirl's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring losses and lower-than-expected sales.


UNION TRUST: Cancels Request for Bankruptcy Financing
-----------------------------------------------------
Philly.com reports an attorney for Union Trust steakhouse at 717
Chestnut St., which closed abruptly before Thanksgiving, filed a
motion with U.S. Bankruptcy Court to dismiss its request to borrow
money.  The report says the move in effect will set the stage for
a Jan. 8 hearing that could convert the bankruptcy from Chapter 11
(a reorganization) to Chapter 7 (liquidation).

Philly.com recounts Union Trust, owned by Joe Grasso, opened in
2009 amid a go-go period for new steakhouses.  On an unpopular
side of town for high-end dining, it operated in bankruptcy for
two of its four years.  According to the report, court records say
UT owes $225,000 in back taxes to the Commonwealth of
Pennsylvania, which has created a Catch-22 (the restaurant's
liquor license is inactive now, and as such, it can't generate
revenue without one).

Union Trust Philadelphia, LLC, aka Union Trust Steak House, filed
for Chapter 11 (Bankr. E.D. Pa. Case No. 11-12565) on March 31,
2011, listing under $1 million in both assets and debts.  A copy
of the Debtor's Chapter 11 petition is available at
http://bankrupt.com/misc/paeb11-12565.pdf


VILLAGE GREEN: Plan Order Reversed on Artificial Impairment
-----------------------------------------------------------
District Judge S. Thomas Anderson affirmed, in part, and reversed,
in part, the order of the U.S. Bankruptcy Court for the Western
District of Tennessee confirming the Fifth Amended Plan of
Reorganization and Supplemental Amendment proposed by Village
Green I GP.  Specifically, the decision of the Bankruptcy Court on
the issue of artificial impairment is reversed and remanded for
further proceedings.

Federal National Mortgage Association took an appeal from the
confirmation order.   Pre-bankruptcy, Fannie Mae sought a receiver
and foreclosure of the Debtor's property, prompting Village Green
to file for Chapter 11.

Village Green's Fifth Amended Plan classified Fannie Mae's secured
claim in one class and provided for two separate classes of
unsecured claims. Class 3 consisted of general unsecured claims
which would be paid in two equal installments.  The first
installment would be due 30 days from the plan's effective date
and the second installment 60 days after the plan's effective
date.  According to Fannie Mae, the creditors making up Class 3
are Village Green's accountant whose unsecured claim is $742.50
and a former attorney for Village Green whose unsecured claim is
$1,629.97.

Class 4 consisted of Fannie Mae's unsecured deficiency claim.
Pursuant to the Supplemental Amendment to the Fifth Amended Plan,
Fannie Mae's unsecured deficiency claim was calculated as the
difference between Fannie Mae's total allowed claim, which Village
Green estimated to be $8,600,000, less the amount of Fannie Mae's
allowed secured claim, which the parties stipulated to be
$5,400,000 (i.e. the current value of the property) and less
payments made to Fannie Mae after the commencement of the
bankruptcy proceeding.  Fannie Mae will receive deferred cash
payments equal to the full amount of its Allowed unsecured
deficiency claim at a market rate of interest of 5.4% per annum
from and after the Effective Date.  Commencing on or before the
10th of each month beginning after the Effective Date, Debtor will
make monthly payments of $2,000 to Fannie Mae for 12 months.
After the initial 12-month period, the Debtor will make full
interest payments on Fannie Mae's Allowed unsecured deficiency
claim.  Payments to Fannie Mae will continue for a total of 120
months after the Effective Date.  The Plan provided for a balloon
payment of roughly $6.64 million at the conclusion of the 10-year
repayment period for Fannie Mae's unsecured claim.

Fannie Mae has raised several assignments of error in the
Bankruptcy Court's decision to confirm the plan.  Among others,
Fannie Mae argues that the plan artificially impaired the
unsecured claims of Village Green's accountant and attorney.
Village Green owed these two creditors only $2,400 and failed to
show why it could not simply cash out the claims. Fannie Mae
contends that Village Green impaired the claims to create a class
which would vote to accept the plan and satisfy the requirements
of 11 U.S.C. Sec. 1129(a)(10).

According to the District Court, on remand the Bankruptcy Court
should make the determination in the first instance of whether
Village Green has shown good cause for the impairment of the
claims of its accountant and attorney.

Because Fannie Mae rejected Village Green's plan, the Bankruptcy
Court could only confirm the plan through the "cramdown" procedure
established by 11 U.S.C. Sec. 1129. One of those requirements is
that at least one valid "impaired" class must accept the plan
pursuant to Sec. 1129(a)(10).  The law firm and the accounting
firm, classified as Class 3 under the plan, voted to accept the
plan, thereby meeting chapter 11's cramdown requirement.  Fannie
Mae argues on appeal that Village Green artificially impaired the
claims in Class 3 in an effort to create a vote to confirm the
Chapter 11 plan.

The case is FEDERAL NATIONAL MORTGAGE ASSOCIATION, Appellant, v.
VILLAGE GREEN I, GP, A Nevada General Partnership, Appellee, No.
12-2163-STA-tmp (W.D. Tenn.).  A copy of the Court's Dec. 5, 2012
Opinion is available at http://is.gd/zKphLwfrom Leagle.com.

Village Green I GP owns the Village Green Apartments located at
3450 Fescue Lane in Memphis, Tenn.  Village Green sought Chapter
11 protection (Bankr. W.D. Tenn. Case No. 10-24178) on April 16,
2010.  John L. Ryder, Esq., at Harris Shelton Hanover Walsh, PLLC,
in Memphis, Tenn., represents the single-asset real estate debtor.
The debtor estimated its assets and debts at less than $10 million
in its bankruptcy petition.  Fannie Mae is owed about
$9.2 million.


VM ASC: Roger Poorman Withdraws as Counsel
------------------------------------------
Roger P. Poorman, Esq., an associate with the law firm of Spence,
Custer, Saylor, Wolfe & Rose, L.L.C., sought and obtained Court
permission to withdraw as counsel in the Chapter 11 case of VM ASC
Partnership.

Mr. Poorman serves as counsel to Carroll P. Osgood, M.D., and
Diane Osgood in the bankruptcy cases of VM ASC, LLC et al.  Mr.
Poorman has accepted a position with another law firm.

Spence Custer remains counsel of record.

                    About VM ASC Partnership

Altoona, Pennsylvania-based VM ASC, Partnership, owns commercial
real property located at 1650 N. Atherton Street in State College,
Pennsylvania.  The real property has an approximate fair market
value of $11,000,000.  VM ASC leases portions of its real estate
to Best Buy and Staples.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 10-71330) on Nov. 12, 2010.  Robert O. Lampl,
Esq., who has an office in Pittsburgh, Pennsylvania, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates 200 East Plank Road, L.P. (Bankr. W.D. Pa. 10-70679),
et al., filed separate Chapter 11 petitions.


VALENCE TECHNOLOGY: Debtor, Creditors Oppose Official Equity Panel
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for Valence Technology Inc.
said in a court filing last week that appointing an official
shareholders' committee for the Debtor would be a "frivolous waste
of the debtor's assets."

The report recounts that an ad hoc group of equity holders filed
papers last month in U.S. Bankruptcy Court in Austin, Texas,
asking the judge for an official shareholders' committee to offset
an alleged conflict of interest by the controlling shareholder.
The bankruptcy judge will consider the issue at a Dec. 13 hearing.
The shareholders group said that the company is controlled by Carl
Berg as board chairman and largest shareholder.  His Berg & Berg
Enterprises LLC is also the principal pre-bankruptcy secured
lender owed $69.1 million.

The creditors' panel, according to the report, said it is already
handling issues involving Berg.  The company itself said there is
no call for a shareholders' committee because the company is
insolvent.

The report discloses that the ad hoc equity group believes Berg
intends on using his status as secured lender to wipe out
shareholders who invested $550 million.  The company said the
latest financial statements show assets of $32 million against
liabilities totaling $83 million and no possible recovery by
shareholders.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors, LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


WISP RESORT: Sale to EPT Includes Settlement
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Wisp Resort in western Maryland will be sold for
$20.5 million to EPT Ski Properties Inc.  The bankruptcy court in
Greenbelt, Maryland, approved the sale last week.

The report relates that part of the sale includes a settlement
where the secured lender carved out $50,000 for eventual payment
to unsecured creditors either through a Chapter 11 plan or by
distribution from a Chapter 7 trustee.  The $50,000 can't be used
to pay professional fees.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operated a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011, after defaulting on
nearly $30 million in loans from BB&T Corp. to build the golf
course community.  D.C. Development disclosed $91,155,814 in
assets and $46,141,245 in liabilities as of the Chapter 111
filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


* Moody's Says Global Spec-Grade Corp. Default Rate Down 2.7%
-------------------------------------------------------------
Moody's Investors Service's trailing 12-month global speculative-
grade default rate came in at 2.7% in November, down from 3.1% in
October and close to the rating agency's year-ago forecast of
2.4%, Moody's Investors Service says in its monthly default
report. A total of 53 Moody's-rated corporate debt issuers have
defaulted so far this year, with three defaulting in November.

"Corporate defaults remain rare, in keeping with our recent
expectations," says Albert Metz, Managing Director of Moody's
Credit Policy Research. "We are concerned about the possibility of
significant economic and financial disruptions following a fiscal
crisis in the US. Still, if liquidity and funding remain
available, our baseline expectation is that corporate default
rates will remain below historical averages."

In the US, the speculative-grade default rate dropped to 3.1% in
November from a revised rate of 3.5% in October. The decrease was
driven mainly by eight defaulters leaving the trailing 12-month
window, while only two entered. At this time last year, the US
rate was 2.0%. In Europe the rate declined to 2.3% in November,
down from 2.8% in October. Last year, the European default rate
stood at 2.8% at end-November.

Based on its forecasting model, Moody's now expects the global
speculative-grade default rate to end 2012 at 2.7%, which if
realized is well below the average of 4.8% since 1983. By region,
the model predicts that the rate will be 3.2% in the US and 2.2%
in Europe by year's end. Across industries, Moody's expects
default rates to be highest in the Media: Advertising, Printing &
Publishing sector in the US, and the Hotel, Gaming & Leisure
sector in Europe.

By dollar volume the global speculative-grade bond default rate
dropped to 1.3% in November from 1.9% in October. At this time
last year, the rate was 1.8%.

In the US, the dollar-weighted speculative-grade bond default rate
came in at 0.9% in November, down from 1.5% in October. The rate
was 1.2% in November 2011.

In Europe, the dollar-weighted speculative-grade bond default rate
fell to 2.7% in November from 3.3% in October. Last year, the rate
stood at 3.8% at end-November.

Moody's global distressed index came in at 15.1% in November, up
slightly from October's 14.7%. A year ago, the index was at 24.1%.

In the leveraged-loan market, AMF Bowling Worldwide was the sole
Moody's-rated defaulter in November. The company sent Moody's
trailing 12-month US leveraged loan default rate to 2.8% in
November, up from 2.7% in October. In November last year, the rate
was 0.8%.


* U.S., U.K. Issue Plan for Dealing With Failing Large Banks
------------------------------------------------------------
Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that U.S. and U.K. regulators unveiled a
plan for dealing with failing global systemically important banks
that will allow them to fire senior executives as well as force
losses on shareholders to protect taxpayers.  The plan, among
other measures, assigns losses to unsecured creditors.

"A resolution strategy for a failed or failing globally active,
systemically important, financial institution should assign losses
to shareholders and unsecured creditors, and hold management
responsible," according to a paper jointly released by the U.S.
Federal Deposit Insurance Corp. and the Bank of England in London
Dec. 10.


* ILR Lauds Passage of Ohio Asbestos Bankruptcy Trust Law
---------------------------------------------------------
Lisa A. Rickard, president of the U.S. Chamber Institute for Legal
Reform (ILR), issued a statement regarding House Bill 380, which
will curb "double dip" claims against asbestos bankruptcy trusts
and in the tort system.  The legislation, which is the first of
its kind in the U.S., will now go to Governor John Kasich for
signature.

"This is an enormous development as Ohio will be the first state
to pass an asbestos bankruptcy trust law.  'As Ohio goes, so goes
the nation,' and we hope this will result in a domino effect with
other states passing legislation to ensure that the tort and trust
systems work together fairly to compensate asbestos victims.

"This bill will go a long way toward eliminating fraud in asbestos
litigation, discourage 'double dipping' by plaintiffs' lawyers,
and ensure that companies and bankruptcy trusts both pay their
fair share of recoveries to claimants.  It will also help Ohio
manufacturing companies and protect jobs by ensuring that
companies are not bankrupted by fraudulent claims.

"We commend House Speaker Pro Tempore Louis Blessing, Jr. for
introducing this legislation, as well as Senate President Tom
Niehaus, Senate Judiciary Chair Mark Wagoner, and Senator Bill
Seitz for their leadership on this issue.  We are hopeful that
Governor Kasich will promptly sign this bill into law."

ILR seeks to promote civil justice reform through legislative,
political, judicial, and educational activities at the national,
state, and local levels.

The U.S. Chamber of Commerce is the world's largest business
federation representing the interests of more than 3 million
businesses of all sizes, sectors, and regions, as well as state
and local chambers and industry associations.


* Mintz Levin's Joseph Dunn in San Diego's Young Attorneys List
---------------------------------------------------------------
Joseph R. Dunn and Eric J. Eastham of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. have been named to the San Diego Daily
Transcript's 2012 Outstanding Young Attorneys list. The annual
list is determined by a peer voting process used to identify the
best young attorneys in the San Diego legal community.

To be selected, the 2012 Outstanding Young Attorneys must have
demonstrated they are "hard-working and detail-oriented,
knowledgeable and enthusiastic, ethical and professional, and
committed to furthering the interests of justice in society."  The
finalists will be recognized in a special edition of The Daily
Transcript on Dec. 13.

Mr. Dunn is an attorney in Mintz Levin's Bankruptcy, Restructuring
& Commercial Law Section. His practice focuses on all aspects of
corporate reorganization and bankruptcy law, although he has
significant litigation and transactional experience outside of
insolvency.  His representations include chapter 11 debtors,
trustees, lenders, bondholders, indenture trustees, and landlords.
Mr. Dunn is a board member of the California Bankruptcy Forum and
immediate-past president of the San Diego Bankruptcy Forum.  He
received his B.S. in finance, magna cum laude, from California
State University, Chico in 2002, and his J.D. from Washington and
Lee University School of Law in 2005.

Mr. Eastham is an attorney in the firm's Litigation Section.
Before joining Mintz Levin, he had his own practice and
represented clients in civil litigation as well as real estate and
corporate matters.  Mr. Eastham served as general counsel for a
music-related television production company in Hollywood and has
counseled entertainment industry clients in employment-related
disputes and in negotiations concerning licensing, content,
appearance, and web-monetization agreements.  Mr. Eastham
regularly volunteers at the San Diego Volunteer Lawyer Program's
Domestic Violence Temporary Restraining Order Clinic and serves as
Co-Chair of the Entertainment and Sports Law Section of the San
Diego County Bar Association.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:  1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Nov. 25, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:  240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:  1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***