TCR_Public/121213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 13, 2012, Vol. 16, No. 346

                            Headlines

11850 DEL PUEBLO: Hires Levi Reuben as General Counsel
11850 DEL PUEBLO: Court Approves Stipulation Over Use of Cash
440 PARTNERS: Voluntary Chapter 11 Case Summary
ADVANCED MANUFACTURING: Case Summary & 20 Largest Unsec Creditors
AHERN RENTAL: Stripped of Exclusivity; Bondholders Challenge Plan

ALTERNATE FUELS: Jenkins Claims Declared as Equity Contributions
AMERICAN AIRLINES: To Decide on Merger "Soon"; Open to P/E Funding
AMERICAN AIRLINES: Pilots Accept New Labor Contract
AMERICAN AIRLINES: Wins Approval of Sabre Settlement
AMERICAN AIRLINES: USAIR Merger May Not Get Antitrust Objection

AMERICAN SUZUKI: Files Schedules of Assets and Liabilities
ANIXTER INT'L: Fitch Assigns 'BB-' Senior Unsecured Debt Rating
ARAMARK CORP: Moody's Rates $670-Mil. Add-On Term Loan 'Ba3'
ARAMARK CORP: S&P Keeps 'BB' Rating on $1.5 Billion Term Loan
ARCAPITA BANK: Has Interim Approval for Fortress Financing

ARCHDIOCESE OF MILWAUKEE: Parishes' Assets Out of Ch. 11
ARIZONA CHEMICAL: Moody's Maintains 'Ba3' Corporate Family Rating
BAKERS FOOTWEAR: Files Schedules of Assets and Liabilities
BAKERS FOOTWEAR: Can Hire GA Keen as Real Estate Consultant
BAKERS FOOTWEAR: Court OKs Bryan Cave as Restructuring Counsel

BAKERS FOOTWEAR: Alliance Management Approved as Fin'l Advisor
BALLENGER CONSTRUCTION: Case Summary & 20 Largest Unsec Creditors
BARLEN CONTRATING: Voluntary Chapter 11 Case Summary
BOWLES SUB: Asks for Court OK to Hire Anton Economics as Economist
BROOKDALE HOSPITAL: GA Keen Closes Sale of Apartment Buildings

CAPITOL BANCORP: Hits Snag on Prepack Plan Confirmation
CC HOLDINGS: S&P Gives 'BB' Rating on $1.5-Bil. Notes Issuances
CHARLIE MCGLAMRY: Wants Plan Exclusivity Extended to March 2013
CHRYSLER LLC: Product Liability Class Suit Goes to SDNY Court
CROWN CASTLE: Fitch Rates New $1.5BB Senior Unsecured Notes 'BB-'

CROWN CASTLE: Moody's Affirms 'Ba2' Corporate Family Rating
CYPRESS POINT: Voluntary Chapter 11 Case Summary
DECODE GENETICS: Amgen to Acquire Business in $415 Million Deal
DELTA AIR: Virgin Investment No Impact on Moody's 'B2' Rating
DICKINSON THEATRES: Spirit Entitled to Attorneys' Fees

EDUCATION MANAGEMENT: S&P Cuts CCR to 'B-' on Tighter Regulations
ELDORADO GOLD: S&P Rates New $600MM Senior Unsecured Notes 'BB'
EURAMAX INT'L: Moody's Cuts CFR/PDR to 'Caa2'; Outlook Stable
FAIRWEST ENERGY: Obtains Initial Order Under CCAA
FASTBUCKS HOLDING: Voluntary Chapter 11 Case Summary

FL.INVEST: Case Summary & 7 Largest Unsecured Creditors
FOUNTAIN PARK: Case Summary & 15 Largest Unsecured Creditors
FRONTLINE TECHNOLOGIES: Commences Restructuring Under BIA
GRAPHIC PACKAGING: S&P Affirms 'BB+' Corporate Credit Rating
HAWAII MEDICAL: Hires Reid Collins as Litigation Counsel

HOSTESS BRANDS: Wants Control of Liquidation Case Until May 2013
HOSTESS BRANDS: Lewis Brothers Hires Schiff Hardin as Lawyers
HOSTESS BRANDS: Employees File Class Suit Over WARN Act Violations
HOSTESS BRANDS: Taps Hilco Industrial et al., as Marketing Agents
HOSTESS BRANDS: Hearing on Exclusivity Extension Set for Dec. 21

INSPIRATION BIOPHARMACEUTICALS: DIP Financing Hiked to $4.8-Mil
INSPIRATION BIOPHARMACEUTICALS: Can Employ FTI's Michael Nowlan
INSPIRATION BIOPHARMACEUTICALS: THG OK'd as Committee's Advisor
INSPIRATION BIOPHARMACEUTICALS: Severance Plan and KEIP Okayed
INSPIRATION BIOPHARMACEUTICALS: Files Schedules of Assets & Debts

INSPIRATION BIOPHARMACEUTICALS: Hearing on Cash Use Friday
INTERNATIONAL LEASE: AIG Deal Cues Fitch to Affirm 'BB' IDR
JESUP HOSPITALITY: Case Summary & 6 Unsecured Creditors
K-V PHARMACEUTICAL: Secures Commitment for $85 Million Loan
LAKEWOOD ENGINEERING: Supreme Court Won't Hear Trademark Dispute

LAVEN HOSPITALITY: Case Summary & 6 Largest Unsecured Creditors
LBI MEDIA: S&P Ups CCR to 'CC' on Discount Note Interest Payment
LCI HOLDING: Case Summary & 30 Largest Unsecured Creditors
LEHI ROLLER: Files Bankruptcy in Salt Lake City
LEHMAN BROTHERS: Court Approves A&M's $42 Million Bonus

LIFECARE HOLDINGS: Moody's Cuts PDR to 'D' After Ch. 11 Filing
LIN TELEVISION: Moody's Assigns 'Ba2' CFR; Rates Revolver 'Ba2'
LOS ANGELES DODGERS: Payroll More Than Doubled
LRM MANAGEMENT: Case Summary & Largest Unsecured Creditor
MEDFORD VILLAGE EAST: Ordered to Pay $6.4MM to Lennar

METRO ANESTHESIA: Case Summary & 5 Unsecured Creditors
MONITOR CO: Wins Final Approval of $15-Mil. Financing
NATIONAL POOL: NJ Bankr. Court Admits Error in Dismissing Lawsuit
NETFLIX INC: Moody's Cuts CFR/PDR to 'Ba3'; Outlook Stable
NEW YORK TIMES: S&P Raises Senior Notes Rating to 'BB-'

NEWPORT TELEVISION: S&P Withdraws 'B-' Corporate Credit Rating
OCEAN BREEZE: Cash Collateral Use OK'd; Hearing Set for Dec. 19
OCEAN BREEZE: Taps Ross Earle for State Law Litigation Issues
ORCHARD SUPPLY: S&P Lowers CCR to 'CCC' on Covenant Risk
OVERSEAS SHIPHOLDING: Greylock Partners to Lead Reorganization

PARAGON SHIPPING: Obtains Waivers From Four Lenders
PEAK RESORTS: Plan Filing Exclusivity Extended to March 29
PEMCO WORLD: Court Extends Plan Exclusivity to Jan. 4
PERRY ELLIS: Moody's Says Dividend Modestly Neg. for Liquidity
PHOENIX COMPANIES: Indenture Changes Cues Fitch to Put 'B' IDR

PLAY BEVERAGES: Sues Playboy for Breach of 2006 License Agreement
PMI GROUP: Exclusive Filing Period Extended to Jan. 3, 2013
PRECISION AIRMOTIVE: Case Summary & 20 Largest Unsecured Creditors
PROTECTIVE LIFE: Fitch Affirms 'BB+' Trust Preferred Ratings
QUIGLEY CO: Pfizer Hoping for Supreme Court Appeal on Protection

QUINTILES TRANSNATIONAL: S&P Affirms 'BB-' Corporate Credit Rating
RANCHO CALIFORNIA: Voluntary Chapter 11 Case Summary
RENAISSANCE LEARNING: Moody's Corrects Oct. 19 Rating Release
RESERVES RESORT: Case Summary & 12 Unsecured Creditors
RESIDENTIAL CAPITAL: Proposes Mediator for Plan Negotiations

RESIDENTIAL CAPITAL: Wants Until Feb. 28 to File Plan
RESIDENTIAL CAPITAL: Wants Removal Period Extended Until April 9
RG STEEL: Hackman Capital Confirms Purchase of Former Plant
RIDGE PARK OFFICE: Chapter 11 Case Dismissed
RIDGE VIEW FARM: Lenders Win Dismissal of Chapter 11 Case

RIDGELAND APARTMENT: Case Summary & 2 Unsecured Creditors
SAN BERNARDINO, CA: Calpers Win Would Rewrite Chapter 9 Rules
SIGNATURE STATION: Files Schedules of Assets and Liabilities
SILICON VALLEY: Case Summary & 20 Largest Unsecured Creditors
SLD PROPERTIES: Case Summary & 12 Largest Unsecured Creditors

SPECTRUM BRANDS: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
STOCKTON, CA: Calpers Win Would Rewrite Chapter 9 Rules
TAYLOR BEAN: D.C. Court Permits BofA to Proceed Against FDIC
TC GLOBAL: Baristas to Compete at Jan. 3 Auction
TNS INC: S&P Puts 'BB-' CCR on Watch Neg over Sirius Deal

TOBACCO SETTLEMENT AUTH: Moody's Ups Rating on 2005A Bonds to Ba1
TONY TEIXEIRA: Case Summary & 11 Largest Unsecured Creditors
TORCH ENERGY: Receives Continued Listing Standards from NYSE
TORM A/S: Regains Compliance With NASDAQ Listing Rules
TRAINOR GLASS: Can Hire Cole Martin to Render Auditing Services

TRAINOR GLASS: Exclusive Plan Filing Period Extended to Jan. 8
TRIBUNE CO: Calif. Newspaper Owners May Buy Assets
TRIBUNE CO: Said to Be Hiring Bankers to Sell Newspaper Assets
UPPER DECK: Dutch Insolvency Proceeding Recognized in U.S. Courts
VERTIS HOLDINGS: Direct Fee Review Appointed as Fee Examiner

VILLAGE GREEN: Artificial Impairment of Claims Discussed in Case
VISTEON CORP: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
VOICES OF FAITH: Court OKs Oracle Real Estate as Appraiser
WATERFRONT OFFICE: Five Mile's 2 Stamford Buildings in Chapter 11
WATERSCAPE RESORT: Court Rules on Pavarini's Summary Judgment Bid

* Moody's Says U.S. Telecom Sector Faces Dividend Dilemma
* Moody's Says Distressed Transactions Hit CBD Office Prices
* Moody's Says High-Yield Bond Covenant Quality Hits Record Low
* Moody's Says Pension Funding Bonds Bring Risks to Government

* Supreme Court Refuses to Hear Trademark Rejection Case
* Right to Appeal Is Estate Property and May Be Sold

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

11850 DEL PUEBLO: Hires Levi Reuben as General Counsel
------------------------------------------------------
11850 Del Pueblo, LLC asks the U.S. Bankruptcy Court for
permission to employ Levi Reuben UKu, Esq. as general counsel
pursuant to 11 U.S.C. Sec. 327.

The firm will help the Debtor prepare and attain confirmation of a
plan of reorganization.  The firm will also assist the Debtor to
negotiate a sale or recapitalization of its assets.

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

The firm's hourly rates are:

   Professional                  Rate
   ------------                  ----
   Partner                       $400
   Associate                     $325
   Paralegal                     $225

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Law Offices of Levi Reuben Uku serves as counsel to the
Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Calif. 12-44726)
on Oct. 15.

Bankruptcy Judge Robert N. Kwan presides over the case.  The
Debtor is represented in the second case by:

          Chukwudum N. Emenike, Esq.
          3255 Wilshire Blvd Ste 1032
          Los Angeles, CA 90011
          Tel:  213-487-0190
          Fax: 213-487-7415
          E-mail: chuckeme@yahoo.com

               - and -

          Levi Reuben Uku, Esq.
          LAW OFFICES OF LEVI REUBEN UKU
          3540 Wilshire Blvd Ste 626
          Los Angeles, CA 90010
          Tel:  213-385-0193
          Fax: 213-385-0576
          E-mail: levireuben@gmail.com

U.S. Bank National Association, as Trustee, successor-in-interest
to Bank of America, N.A., as Trustee, as successor by merger to
LaSalle Bank National Association, as Trustee, for the Registered
Holders of Deutsche Mortgage & Asset Receiving Corporation
Mortgage Pass-Through Certificates, Series CD2006-CD3, is
represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam
McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP.


11850 DEL PUEBLO: Court Approves Stipulation Over Use of Cash
-------------------------------------------------------------
The Bankruptcy Court approved a stipulation between 11850 Del
Pueblo, LLC, and U.S. Bank National Association over the use of
cash collateral.

U.S. Bank provided a $14 million prepetition loan secured by the
Debtor's assets.  Prior to the bankruptcy filing, U.S. Bank sought
and obtained appointment of a receiver in California state court.

The stipulation approved by the bankruptcy judge provides that the
hearing is deferred to Jan. 22, 2013, with respect to (i) the
lender's motion for an order excusing compliance with 11 U.S.C.
Sec. 543, and excusing the receiver from turning over estate
property to the Debtor and (ii) the Debtor's request to impose and
continuing the automatic stay.

The stipulation provides that the receiver of the Debtor's assets
is excused from compliance requirements on an interim basis.  As
agreed by the parties, the receiver may continue to operate the
Debtor's property, including its rents and profits, and use cash
collateral.  The receiver may only use cash collateral in
accordance with a budget.

                       About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Law Offices of Levi Reuben Uku serves as counsel to the
Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Calif. 12-44726)
on Oct. 15.

Bankruptcy Judge Robert N. Kwan presides over the case.  The
Debtor is represented in the second case by Chukwudum N. Emenike,
Esq.; and the Law Offices of Levi Reuben Uku.

U.S. Bank National Association, as Trustee, successor-in-interest
to Bank of America, N.A., as Trustee, as successor by merger to
LaSalle Bank National Association, as Trustee, for the Registered
Holders of Deutsche Mortgage & Asset Receiving Corporation
Mortgage Pass-Through Certificates, Series CD2006-CD3, is
represented by:

          Alan M. Feld, Esq.
          M. Reed Mercado, Esq.
          Adam McNeile, Esq.
          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
          333 South Hope Street, 43rd Floor
          Los Angeles, CA 90071-1422
          Tel: (213) 620-1780
          Fax: (213) 620-1398
          E-mail: afeld@sheppardmullin.com
                  rmercado@sheppardmullin.com


440 PARTNERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 440 Partners, LLC
        1717 W. Hayden Avenue
        Hayden, ID 83835

Bankruptcy Case No.: 12-21364

Chapter 11 Petition Date: December 7, 2012

Court: United States Bankruptcy Court
       District of Idaho (Coeur dAlene)

Judge: Terry L. Myers

Debtor's Counsel: Pro se

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 Kelly A. Enders, managing member.


ADVANCED MANUFACTURING: Case Summary & 20 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Advanced Manufacturing & Power Systems, Inc.
        1965 Bennett Drive
        Deland, FL 32724

Bankruptcy Case No.: 12-16507

Chapter 11 Petition Date: December 7, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Samuel R. Pennington, Esq.
                  303 N Texas Avenue
                  Tavares, FL 32778
                  Tel: (352) 508-8277
                  Fax: (352) 508-8277
                  E-mail: spennington@lawteam4u.com

Scheduled Assets: $1,312,846

Scheduled Liabilities: $2,717,602

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/flmb12-16507.pdf

The petition was signed by Randy Weimer, vice president.


AHERN RENTAL: Stripped of Exclusivity; Bondholders Challenge Plan
-----------------------------------------------------------------
Tim O'Reiley, writing for Las Vegas Review-Journal, reports that
Bankruptcy Judge Bruce Beesley has ended Ahern Rental Inc.'s
exclusivity periods, allowing other parties, including its
creditors, to submit a reorganization plan for the Company.  Judge
Beesley said he saw no progress in resolving flashpoints between
the company and its creditors.

The Review-Journal relates that, at Friday's hearing in Reno,
Nevada, Judge Beesley asked how quickly an attorney for one set of
creditors could file their own plan so that he could put that plan
and Ahern's versions on a tandem track to approval.  Although New
York attorney Daniel Connolly did not talk about what the plan
might include, creditors have consistently stressed the need for
Company CEO Don Ahern to at least surrender a substantial portion
of his 97% ownership as part of a repayment package.  The report
notes at least one other firm with no stake in the case has talked
about submitting a bid without making a commitment.

The report relates Ahern attorney Gregg Galardi, Esq., indicated
he would appeal Judge Beesley's ruling, but the judge refused to
halt the rest of the case and wait for the outcome.

The report notes calls seeking comment from Ahern executives were
not returned Friday.

The Review-Journal notes that, in terminating exclusivity, Judge
Beesley cited a promise Ahern made during the summer to install
new software that could generate accurate financial projections
for its plan, a system that still has numerous bugs, and inability
to negotiate any deal with creditors.  The settlement attempt
included a three-day mediation session in September overseen by
another bankruptcy judge.

"(Ahern) has probably had enough time to try to negotiate a plan
and develop adequate information" through the new software, Judge
Beesley said, according to the report. "I don't think good faith
progress is being made on a plan."

On Nov. 30, Ahern filed a bankruptcy-exit plan and disclosure
statement.  The plan lists $379.2 million in debt held by major
lenders plus much smaller amounts held by others.  According to
the report, Judge Beesley said he does not think Ahern's plan
offers full repayment -- known as present value -- so the owners
cannot hang on to their entire positions under bankruptcy law.

The Review-Journal relates Mr. Galardi argued unsuccessfully that
the any determination that the plan fell short of legal standards
was premature and likely wrong.

Prior to last Friday's hearing, Ahern's Majority Term Lenders
consisting of Goldman Sachs Palmetto State Credit Fund, L.P. and
Liberty Harbor Master Fund I, L.P., said in court papers the
Debtor's Plan is doomed to fail.  They noted that the Debtor has
rebuffed any effort to engage in a dialogue premised upon
deleveraging its existing $600 million prepetition capital
structure and instead proposes to leave entirely unimpaired the
Debtor's equity interests, including those held by Donald F.
Ahern, the 97% shareholder who controls and manages the Debtor's
affairs, while significantly impairing or cramming-down the
prepetition first lien Term Loan Claims and virtually every other
class of prepetition claims, whether secured or unsecured.

The Term Lenders said the Plan offers the non-palatable option of
receiving a substantial 20% discount on what the Debtor previously
and repeatedly has acknowledged are oversecured Term Loan Claims,
sitting in priority ahead of roughly $270 million in secured and
unsecured debt, or, alternatively, having a non-consensual
treatment imposed on the Term Loan Claims through the issuance of
new Senior Secured Notes that, despite the demonstrable existence
of an efficient market for the Term Loan, would bear interest at a
substantially below-market rate and fail to deliver the present
market value of its fully secured claim.

Over 90% of the holders of Ahern's second lien notes also filed
papers prior to last Friday's hearing saying the Debtor's Plan
would need to be "crammed down" on the Noteholders, who intend to
vote "no."  The Second Lien Noteholders said the Plan will likely
need to be crammed down on multiple classes because the Plan
proposes to impair virtually every class except for existing
equity interests.

The Plan offers the Second Lien Noteholders (1) a $0.50 cash out
offer or (2) an $18.5 million note bearing interest at 6% due in 7
years, and an unsecured deficiency claim of $249.2 million.  The
deficiency claim inexplicably is classified separately from other
general unsecured creditors and is offered a 7-year "plan payment
obligation" accruing interest at 2%, with no cash payments for 5
years, and then cash interest payments for only 2 years.  In
contrast, the general unsecured claims are offered a two-year
payout without interest and a waiver of avoidance actions if the
Plan is accepted, or an amortizing five-year note at 2% interest
if the Plan is not accepted.  As to interest rates, the Plan
offers Senior Secured Notes 4.25%, Junior Secured Notes 6%,0 while
the most risky unsecured claims are offered only 2%.  Equity,
however, rides through unscathed and retains its full interests.

The Second Lien Noteholders contended that, if prepetition
shareholders are to retain any of their interests, the absolute
priority rule demands that the plan of reorganization must either
(a) pay unsecured creditors in full or (b) existing equity must
contribute "substantial" new value to the debtor.

The Second Lien Noteholders noted that Ahern values its business
at as much as $790 million with "equity value" of roughly $180
million.  Assuming the Debtor's valuation is correct, the Debtor
should be able to access the capital markets to refinance the
Second Lien Notes and exit bankruptcy.  Under these circumstances,
the Second Lien Noteholders continued, the Court's observation
that the Debtor should pay its unsecured creditors in full, in
cash, is entirely appropriate and justifiable.  If the Debtor has
the ability to pay its unsecured creditors in full in cash, the
absolute priority rule demands that they do so if equity is to
remain unimpaired.  The Noteholders seriously dispute the accuracy
of the Debtor's valuation.  Put simply, if the Debtor's valuation
is correct, it would not have to use chapter 11 to coerce a new
7-year loan from its existing creditors.

The Second Lien Noteholders also noted that, if a full cash
payment is not feasible, the Debtor can comply with the absolute
priority rule only if the plan provides unsecured creditors with
property clearly worth 100 cents in cash today.  If the plan
proposes to distribute new debt obligations/securities, the new
debt must provide existing creditors with a present value equal to
receiving 100 cents in cash today.

The Majority Term Lenders, consisting of certain investment funds
managed by Goldman Sachs Asset Management, L.P., including Liberty
Harbor Master Fund I, L.P. and Goldman Sachs Palmetto State Credit
Fund, L.P., are represented in the case by

          Robert Jay Moore, Esq.
          Haig M. Maghakian, Esq.
          MILBANK, TWEED, HADLEY & McCLOY LLP
          601 South Figueroa Street, 30th Floor
          Los Angeles, CA 90017

                - and -

          Kaaran Thomas, Esq.
          MCDONALD CARANO WILSON LLP
          100 W. Liberty Street, 10th Floor
          Reno, NV 89501
          Tel: 775-788-2000
          Fax: 775-788-2020
          E-mail: kthomas@mcdonaldcarano.com

Sphere Capital, LLC - Series B, a Second Lien Noteholder, is
represented by:

          Robert M. Charles, Jr., Esq.
          Laury M. Macauley, Esq.
          LEWIS AND ROCA LLP
          50 W. Liberty Street, Ste. 410
          Reno, NV 89501
          Telephone: (775) 823-2900
          Facsimile: (775) 823-2929
          E-mail: rcharles@lrlaw.com
                  lmacauley@lrlaw.com

               - and -

          Paul V. Shalhoub, Esq.
          Joseph G. Minias, Esq.
          Mary K. Warren, Esq.
          WILLKIE FARR & GALLAGHER LLP
          787 Seventh Avenue
          New York, NY 10019-6099
          Telephone: (212) 728-8000
          Facsimile: (212) 728-8111
          E-mail: pshalhoub@willkie.com
                  jminias@willkie.com
                  mwarren@willkie.com

A group of Second Lien Noteholders are represented by:

          Laurel E. Davis, Esq.
          FENNEMORE CRAIG JONES VARGAS
          300 South Fourth Street, Suite 1400
          Las Vegas, NV 89101
          Telephone: (702) 692-8000
          E-mail: ldavis@cflaw.com

               - and -

          Kurt A. Mayr, Esq.
          BRACEWELL & GIULIANI LLP
          Goodwin Square
          225 Asylum Street, Suite 2600
          Hartford, CT 06103
          Telephone: (860) 947-9000
          Facsimile: (860) 246-3201
          Email: kurt.mayr@bgllp.com

               - and -

          Daniel S. Connolly, Esq.
          BRACEWELL & GIULIANI LLP
          1251 Avenue of the Americas, 49th Fl.
          New York, NY 10020
          Telephone: (212) 508-6100
          Facsimile: (212) 508-6101
          Email: daniel.connolly@bgllp.com

                        About Ahern Rentals

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

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  In its schedules, the Debtor disclosed $485.8 million
in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

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

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

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


ALTERNATE FUELS: Jenkins Claims Declared as Equity Contributions
----------------------------------------------------------------
Christopher J. Redmond, the Chapter 11 Trustee appointed in the
2009 bankruptcy of Alternate Fuels, Inc., succeeded in convincing
the bankruptcy judge to recharacterize claims filed by AFI's
owners as equity contributions.  Bankruptcy Judge Dale L. Somers
ruled Monday the claims filed by William Karl Jenkins and M.
Earlene Jenkins:

     -- for $3,823,862 for payment of three promissory notes, plus
interest, is disallowed since the transfers alleged to be
consideration for the Notes should be recharacterized as equity
contributions;

     -- for $487,298.62 for "money" related to reclamation and
accounts for Dan Card and Pat Miller is disallowed since the
transfers alleged to be consideration for the claim should be
recharacterized as equity contributions; and

     -- to $3 million of the proceeds of a lawsuit -- filed by AFI
and Larry Pommier against Tom Cabanas and Richard Hall, officers
and employees of the Missouri Department of Natural Resources
(W.D. Mo. Case No. 4:02-cv-01182), alleging tortious interference
with AFI's business with Midwest Coal -- allegedly assigned as
security for the claims is set aside since the Jenkinses do not
hold an allowed claim which the assignment secures.

The Court said the Jenkinses have not sustained their burden of
proof as to the validity and amount of their claims.

Judge Somers also held that, if the claims were proven and not
recharacterized as equity, the Jenkinses are the holders of
unsubordinated, unsecured claims for the amount of the transfers,
but the alleged assignment of the $3 million of the proceeds of
the Cabanas Lawsuit as security for those claims would be
subordinated and set aside and transferred to the estate.

On Dec. 6, 1999, the Jenkinses entered into an agreement to
purchase AFI from John Warmack for $549,250.  The Jenkinses
purchased all of the stock of AFI and 99% of the ownership of
Cimarron Energy Company, LLC.

The lawsuit is, CHRISTOPHER J. REDMOND, Trustee, Plaintiff, v.
WILLIAM KARL JENKINS, M. EARLENE JENKINS, and CIMARRON ENERGY
COMPANY, LLC, Defendants, Adv. Proc. No. 11-6026 (Bankr. D. Kan.).
A copy of Judge Somer's Dec. 10, 2012 Memorandum Opinion and Order
is available at http://is.gd/sS2ZvRfrom Leagle.com.

Alternate Fuels, Inc., based in Pittsburg, Kansas, engages in
surface coal mining.  It filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 09-20173) on Jan. 28, 2009.  Gary H. Hanson, Esq.,
at Stumbo Hanson, LLP, in Topeka, served as bankruptcy counsel.
In its petition, the Debtor disclosed $4,910,807 in assets and
$10,969,807 in debts.

Christopher J. Redmond was later appointed as Chapter 11 Trustee
for AFI.  The Trustee has undertaken completion of the reclamation
of the AFI mine sites.

AFI first filed for Chapter 11 bankruptcy (Bankr. D. Kan. Case No.
92-42236) on Dec. 9, 1992.  When the 1992 case was filed, AFI was
winding up its coal mining operations in Kansas and transitioning
to operations known as the "Blue Mound Mine," located in Barton
and Vernon Counties, Missouri, under mining permits granted to AFI
on leased properties.

In AFI's First Bankruptcy Case, Kevin Checkett was appointed
Chapter 11 Trustee with authority to operate the Debtor's business
under the terms of a confirmed Chapter 11 plan.  The First
Bankruptcy Case was closed on Sept. 14, 1995.  Mr. Checkett
briefly continued to operate AFI under the terms of the confirmed
plan, but in 1996, AFI ceased operations, abandoned the assets of
AFI to various creditors, and Mr. Checkett resigned as trustee.

John Warmack acquired all of the stock of AFI, provided certain
new reclamation bonds and replacement reclamation bonds, and took
over the operations and control of AFI.  He later sold his stake
to William Karl Jenkins in 1999.


AMERICAN AIRLINES: To Decide on Merger "Soon"; Open to P/E Funding
------------------------------------------------------------------
Chief Executive Officer Tom Horton said American Airlines Inc.'s
parent AMR Corp. will decide "soon" whether to merge with US
Airways Group Inc. or try to emerge from bankruptcy as an
independent carrier, according to a December 11 report by The
Wall Street Journal.

Mr. Horton refused to set a specific timetable for the decision
but said the company is close to completing its evaluation of
whether to stay independent or merge with US Airways.

As for who will run a reorganized company, Mr. Horton said no
decisions have been made yet on a new board.  He declined to
comment on whether any steps had been taken to recruit directors,
according to a report by Bloomberg News.

"There will come a moment when the governance of the new company
is discussed," Bloomberg quoted Mr. Horton as saying.  He said
the directors probably would be a mix of holdovers and new
members, as is "customary in a restructuring."

US Airways has been pursuing a merger with the airline since
shortly after the latter filed for bankruptcy protection.

Last month, US Airways sent an all-stock merger proposal to
American Airlines suggesting that the airline's creditors own 70%
of the combined company and US Airways' shareholders own 30% of
that company, the Journal reported.

US Airways also negotiated tentative labor contracts with
American Airlines' unions on how they would be treated in a
merger to get their support for a deal.  The airline's three big
unions are backing the merger and have already agreed to
conditional contract terms should the merger proceed.

Depending on how discussions progress, a combined company could
be valued at more than $8 billion.  Discussions are expected to
continue into next year, the Journal reported, citing people
familiar with the talks as its source.

          AMR Open to Funding Exit with Private Equity

Aside from leadership and choosing from options including a
merger and a go-it-alone approach, financing is also an
unresolved question facing AMR.

Mr. Horton said AMR is open to the possibility of helping pay for
the bankruptcy exit with private equity or other outside funding,
Bloomberg News reported.

"The capital structure of the new American has yet to be
determined," along with whether it will need a private-equity
partner, Mr. Horton said.

Bloomberg noted that investor optimism about a merger has helped
fuel a rally in AMR debt.  The $460 million of 6.25% convertible
notes due October 2014 rose 1.5% on Dec. 10 to 80.19 cents on the
dollar, the highest price this year, Bloomberg said, citing
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The notes traded at 17.75 cents after
AMR's filing, Bloomberg pointed out.

                         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: Pilots Accept New Labor Contract
---------------------------------------------------
American Airlines Inc.'s pilots approved a new labor contract
that could help reduce the company's labor costs.

Bloomberg News reported that 74% of the pilots who voted approved
the contract.  The six-year contract will give pilots a 13.5%
stake in the post-bankruptcy company and annual pay raises while
freezing their pension and requiring longer work hours.

Meanwhile, American Airlines can save as much as $315 million
annually under the deal, according to court papers.  A copy of
the labor agreement can be accessed at http://is.gd/ABWW6i

American Airlines said the new contract responds to the
priorities of the pilots' union, Allied Pilots Association, which
last agreed on a contract in 2003.

"Ratification gives us the certainty we need for American to
successfully restructure, providing opportunity and growth for
all of our people and stakeholders," Bloomberg News quoted Denise
Lynn, the company's senior vice president-people, as saying.

In August, pilots rejected an offer from American Airlines, which
responded by cutting pay and benefits.  This was followed by a
surge in delayed and canceled flights that the company blamed on
an illegal work slowdown by pilots.

The new contract also gives a possible boost to US Airways Group
Inc.'s effort for a merger.

"Ratification helps ease the way towards a potential merger,"
Bloomberg News quoted Jamie Baker, a JPMorgan Chase & Co. analyst
in New York, as saying in a note to investors.

"A failure to ratify would have essentially stopped the clock, in
our view, further dragging out an already complex process," he
said.

Dennis Tajer, an APA spokesman, said the ratified agreement
"should not in any way be viewed as support for the American
stand-alone plan or for this current management team."

"We continue to support an American-US Airways merger as the best
way to strengthen our airline," Bloomberg News quoted Mr. Tajer
as saying.

Separately, American Airlines filed a motion asking Judge Sean
Lane of the U.S. Bankruptcy Court for the Southern District of
New York to approve the new contract with pilots.

A court hearing to consider approval of the motion is scheduled
for December 19.  Objections are due by December 17.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins Approval of Sabre Settlement
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized American Airlines Inc. to settle litigation with Sabre
Holdings Inc.

Sabre faces two lawsuits in Texas filed by American Airlines
early last year for allegedly trying to crush competition from
its former parent.

Created by American Airlines in 1960 and spun off in 2000, Sabre
was accused of violating antitrust laws to impede the development
of its former parent's own distribution technology to reach
travel agencies and customers.

Under the settlement, American Airlines will renew its current
distribution contract with Sabre and will receive cash payments.
Both sides also agreed to release each other from all claims
asserted in the lawsuits.

                         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: USAIR Merger May Not Get Antitrust Objection
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. Chief Executive Officer Tom Horton said in
an interview that AMR is almost ready to file a bankruptcy
reorganization plan and is near the point of deciding whether to
remain independent or merge with US Airways Group Inc.

Federal antitrust regulators aren't likely to block an AMRUS
Airways merger "wholesale," according to Ankur Kapoor, an
antitrust lawyer with Constantine Cannon LLP in New York.  The two
airlines' networks are "largely complementary" and there are no
overlaps between hubs, Mr. Kapoor said in an interview.  "If there
happen to be city pairs that would result in less than three
competitors, the Department of Justice may require divestiture in
that market," Mr. Kapoor said.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN SUZUKI: Files Schedules of Assets and Liabilities
----------------------------------------------------------
American Suzuki Motor Corporation filed with U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $20,156,365
  B. Personal Property          $212,782,871
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $149,556,317
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $48,131
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $63,758,006
                                 -----------      -----------
        TOTAL                   $232,939,236     $213,362,454

A copy of the schedules is available for free at
http://bankrupt.com/misc/AMERICAN_SUZUKI_sal.pdf

                       About American Suzuki

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

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

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

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

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

Frank Cadigan, Assistant U.S. Trustee for Region 16, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee tapped to retain Irell & Manella LLP as
its counsel, and AlixPartners, LLC as its financial advisor.


ANIXTER INT'L: Fitch Assigns 'BB-' Senior Unsecured Debt Rating
---------------------------------------------------------------
Fitch Ratings has affirmed Anixter International Inc.'s and its
wholly owned operating subsidiary, Anixter Inc.'s ratings as
follows:

Anixter

-- Issuer Default Rating (IDR) at 'BB+';
-- Senior unsecured debt at 'BB-'.

Anixter Inc.

-- IDR at 'BB+';
-- Senior unsecured notes at 'BB+';
-- Senior unsecured bank credit facility at 'BB+'.

The Rating Outlook is Stable.

Fitch's stable outlook for IT distributors in 2013 reflects the
companies' strong liquidity and countercyclical cash flows, which
help offset Fitch's expectations for a difficult competitive
environment and softening end market demand. Fitch's base scenario
is for flat to modestly negative revenue change in 2013, although
risk is weighted to the downside with the potential for a cyclical
decline pending global economic conditions. Fitch views a
reasonable stress scenario for the distributors at this point in
time as consisting of a double digit decline in 2013 continuing
through part of 2014. Under both scenarios, Fitch would expect
significant margin compression but for EBITDA margins to remain
positive across the sector. FCF generation would likely be
significantly positive, given the expected resulting decline in
working-capital balances under such a scenario.

Fitch believes Anixter would maintain its 'BB+' rating under such
a scenario. This assumes cash generated from working-capital
declines does not go to shareholders or aggressive acquisitions
that would ultimately result in higher leverage once growth
returns and working capital would be expected to increase. Fitch
would be concerned if revenues declined from a loss of market
share, either to other distributors or suppliers increasingly
going direct to market.

The ratings and Outlook incorporate the above considerations as
well as the following:

-- Fitch expects low single digit organic revenue growth in
fiscal 2013 as growth in emerging markets and Anixter's wire and
cable segment offsets macroeconomic softness. Fitch believes
EBITDA margins (currently 6.6% for the LTM ending Sept. 28, 2012)
may be pressured given difficulties in sustaining profitability in
Europe and softening end market-demand in North America.

-- In a stress scenario, Fitch would expect EBITDA margins to
decline to levels near the trough of the last downturn, roughly
5%, or moderately lower if revenue declines are more severe or
copper prices approach 2009 levels of roughly $2/lb. Fitch would
expect working capital cash inflows to roughly offset lower EBITDA
levels and free cash flow to be above $200 million. In a flat
revenue environment, Fitch estimates Anixter would generate more
than $200 million in annual free cash flow.

-- Fitch estimates that impact from copper prices and increasing
U.S. dollar values relative to foreign currencies have offset
revenue growth by roughly $66 million in the LTM. While the impact
from these factors has been subdued relative to prior years given
relatively stable copper prices and currency values, Fitch
believes Anixter's exposure to copper and foreign currency
generally increases volatility of profitability and cash flow
generation, adding additional risk to the credit profile.

-- Anixter executed both share repurchases and dividends totaling
$210 million in the LTM period ($57 million in share repurchases,
and a special dividend of $153 million). Fitch expects that, aside
from the upcoming $300 million convertible note maturity in March
2013, Anixter will continue to utilize excess cash and free cash
flow for potential acquisitions and shareholder friendly actions
rather than debt reduction. Share repurchases and special
dividends in excess of free cash flow in the face of mounting
macroeconomic concerns could pressure Anixter's rating if such
action would be expected to lead to additional higher leverage
once revenue growth returns.

-- Fitch estimates leverage at 2.5 times (x) in the LTM, (3.4x on
an adjusted basis), which reflects elevated debt levels following
Anixter's $350 million issuance in April. Fitch expects debt to
decline slightly given the scheduled $300 million of convertible
note maturity in March 2013. Fitch views leverage of 2.5x or below
(3.5x adjusted) as reasonable for a 'BB+' rating given Anixter's
business model and credit profile.

Ratings strengths include:

  -- Leading market position in niche distribution markets which
     Fitch believes contributes to Anixter's above-average margins
     for a distributor;

  -- Broad diversification of products, suppliers, customers and
     geographies which adds stability to the company's financial
     profile by reducing operating volatility;

  -- Working capital efficiency which allows the company to
     generate free cash flow in a downturn.

Rating concerns continue to center on:

  -- Historical use of debt and free cash flow for acquisitions
     and shareholder-friendly actions;

  -- Thin operating margins characteristic of the distribution
     industry, albeit slightly expanded given the company's niche
     market position;

  -- Significant unhedged exposure to copper prices and currency
     prices;

  -- Exposure to the cyclicality of IT demand and general global
     economic conditions.

Fitch believes Anixter's liquidity was adequate and consisted of
the following as of Sept. 28, 2012: i) approximately $137 million
of cash and cash equivalents; ii) $400 million of five-year
revolving credit agreements maturing April 2016, of which, $243
million was available; and iii) an undrawn $300 million on-
balance-sheet accounts receivable securitization program expiring
May 2015.

Total debt as of Sept. 28, 2012 was $1 billion and consisted
primarily of the following:

-- $156 million outstanding under bank revolving credit lines;
-- $293 million in 1% convertible unsecured notes due March 2013;
-- $200 million in 5.95% senior unsecured notes due February
    2015;
-- $31 million in 10% senior notes due February 2014; and
-- $350 million 5.625% senior notes due May 2019.

The 1% convertible notes are issued by Anixter International and
are structurally subordinated to the remaining debt which is
issued by Anixter Inc. Anixter Inc. is the operating company under
the parent company of Anixter International.

What Could Trigger A Rating Action

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

  -- Revenue declines that signal a loss of market share, either
     to other distributors or suppliers increasingly going direct
     to market;

  -- Severe operating margin compression resulting from intense
     competition;

  -- Significant debt-financed acquisitions and/or share
     repurchases, particularly if funded from cash generated from
     working capital declines.

Positive: Upside movement in the ratings is limited given
Anixter's history of shareholder-friendly actions. A long-term
strategic business rationale and demonstrated commitment from
management to maintain a higher rating would be necessary.


ARAMARK CORP: Moody's Rates $670-Mil. Add-On Term Loan 'Ba3'
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$670 million add-on to ARAMARK Corporation's secured term loan due
2016. Proceeds will be used to repay $650 million of term loans
set to mature January 2014 and pay transaction fees and expenses.
The ratings on the secured Term Loan due 2014 will be withdrawn
upon repayment. The ratings outlook is stable.

Ratings Rationale

The B1 CFR reflects ARAMARK's scale and recurring revenue stream,
leading to Moody's expectation of modestly improved cash flow
driving debt to EBITDA down to 5.25 times and EBITDA less capital
expenditures to interest up to about 1.7 times in 2013. Debt to
EBITDA remains high for a B1 rated service company at about 5.5
times. The stable outlook reflects Moody's expectation of low
single digit revenue growth and a moderate improvement in EBITDA
over the next year driven by slowly improving conditions across
most service lines and a continued focus on aggressive cost
management and business process improvements. The ratings could be
downgraded if, as a result of some combination of poor results
from operations, acquisitions or shareholder-friendly actions,
debt to EBITDA is not maintained at or below 5.5 times or free
cash flow to debt is expected to be sustained below 2%. The
ratings could be upgraded if the company achieves sustained
revenue and profitability growth and demonstrates conservative
financial policies such that Moody's expects debt to EBITDA to be
sustained at about 4.5 times.

Ratings Assigned:

ARAMARK Corporation

  Add-On to Senior Secured Term Loan C due 2016, Ba3 (LGD3, 34%)

Ratings unchanged with point estimate revision:

ARAMARK Corporation

  Senior Secured Revolving Credit Facility due 2015, Ba3 (to
  LGD3, 34% from LGD3, 31%)

  Senior Secured Term Loan Facility due 2016, Ba3 (to LGD3, 34%
  from LGD3, 31%)

  Synthetic Letter of Credit Facilities due 2014 & 2016, Ba3 (to
  LGD3, 34% from LGD3, 31%)

  Senior Unsecured Notes due 2015, B3 (to LGD5, 81% from LGD5,
  79%)

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

ARAMARK is a leading provider of a broad range of managed services
to business, educational, healthcare and governmental institutions
and sports, entertainment and recreational facilities, and the
second largest uniform and career apparel business in the United
States. ARAMARK is owned by a consortium of affiliates of private
equity sponsors (GS Capital Partners, CCMP Capital Advisors, J.P.
Morgan Partners, Thomas H. Lee Partners and Warburg Pincus) and
the company's management team. Moody's expects fiscal 2012 revenue
of approximately $13.5 billion.


ARAMARK CORP: S&P Keeps 'BB' Rating on $1.5 Billion Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said its senior secured debt
ratings on Philadelphia-based ARAMARK Corp.'s existing term loan
C, which is being upsized to $1.528 billion, including a proposed
$670 million add-on term loan, is unchanged at 'BB' (two notches
above the corporate credit rating on ARAMARK), with a recovery
rating of '1', indicating S&P's expectation of very high (90% to
100%) recovery in the event of a payment default. "At the same
time, we assigned ARAMARK Canada Ltd.'s proposed extended $50
million revolving credit facility due Jan. 26, 2015, a 'BB' rating
and a recovery rating of '1'. We expect the proceeds from the food
and support service operator's proposed add-on term loan will be
used primarily to repay its $650 million term loan due in January
of 2014. The ratings are subject to change, and assume the
transactions close on substantially the terms presented to us,"
S&P said.

"All of our other existing ratings on the company, including the
'B+' corporate credit rating, remain unchanged. The outlook is
stable. Pro forma for the proposed transactions, total debt
outstanding is about $6 billion," S&P said.

"The ratings on ARAMARK Holdings Corp., the ultimate parent
company of ARAMARK Corp., reflect our view that the company's
financial risk profile remains 'highly leveraged,' incorporating a
very aggressive financial policy, continued high debt maturities
over the next two years, and considerable cash flow required to
fund capital expenditures and pay interest costs. Although we
believe the company has the capacity to meaningfully improve
credit ratios over time, we see the potential for another
significant debt-financed shareholder distribution or other
leveraging event in the future. This is currently a constraining
rating factor," S&P said.

"We characterize ARAMARK's business risk profile as "satisfactory"
and believe the company benefits from its satisfactory--though not
dominant--positions in the competitive, fragmented markets for
food and support services and uniform and career apparel. We also
believe the company will continue to derive a significant portion
of its cash flow from less economically sensitive sectors,
including education and health care; and that the company's
diversified customer portfolio reduces contract renewal risk.
These factors translate into a sizable stream of predictable,
recurring revenues, and healthy cash flow generation," S&P said.

RATING LIST

ARAMARK Holdings Corp.
ARAMARK Corp.
Corporate credit rating              B+/Stable/--

Ratings unchanged
ARAMARK Corp.
Senior secured
  $1.528 bil. term loan C due 2016    BB
    Recovery rating                   1

Ratings assigned
ARAMARK Canada Ltd.
ARAMARK Corp.
Senior secured
  $50 mil. revolver due 2015          BB
    Recovery rating                   1


ARCAPITA BANK: Has Interim Approval for Fortress Financing
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arcapita Bank BSC received interim approval from the
bankruptcy court on Dec. 7 to borrow $25 million from a
$150 million loan provided by Fortress Credit Corp.  There will be
a final hearing on Dec. 18 for approval of the remainder of the
loan.  The loan will comply with Islamic Shariah financing
regulations.  Originally, Arcapita intended to nail down financing
from Silver Point Finance LLC, until Fortress proffered a more
attractive loan.

According to the report, Arcapita's exclusive period to propose a
plan ends Dec. 15, although Arcapita retains the exclusive right
to solicit acceptances until Feb. 12.  The Feb. 12 deadline can be
extended.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: Parishes' Assets Out of Ch. 11
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Archdiocese of Milwaukee won a significant
victory when the bankruptcy judge ruled that assets of the
parishes can't be thrown into the pot for payment of sexual-abuse
claims.

The report recounts that the official creditors' committee filed
papers asking U.S. Bankruptcy Judge Susan V. Kelley to allow the
panel to file suit seeking to bring the parishes into the
bankruptcy and combine their assets with those of the archdiocese.

According to the report, Judge Kelley refused, saying the
creditors failed to make out a "colorable claim" for so-called
substantive consolidation.  Judge Kelley also said in her Dec. 7
opinion that the creditors hadn't made out a case showing that the
parishes were alter egos for the archdiocese.

The archdiocese showed Judge Kelley how each of the 210 parishes
were separately incorporated, mostly before 1930.  The archbishop
isn't involved in the daily operations of the parishes, she said.
Judge Kelley said the committee failed to make out a "plausible
claim of complete domination" of the archdiocese over the
parishes.  Similarly, there was no proof that the parishes failed
to observe corporate formalities or that funds were siphoned off
by the archdiocese.  Consequently, Judge Kelley barred the
committee from filing suit aimed at hauling the parishes and their
assets into the bankruptcy.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARIZONA CHEMICAL: Moody's Maintains 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service maintained Arizona Chemical Holdings
Corporation's (ACHC) Ba3 Corporate Family Rating (CFR) and the
rating on AZ Chem US Inc.'s six-year $550 million Term Loan due
2017 at Ba3 (LGD3, 45%). The company is proposing an amendment
that increases the size of the term loan by $100 million and
allows for a sizable dividend.

Headquartered in Jacksonville - Florida, ACHC is a global leader
in the production and sales of pine based specialty chemicals.
Estimated revenue for the LTM period ended September 30, 2012 was
approximately $1.1 billion.


BAKERS FOOTWEAR: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Bakers Footwear Group Inc. filed with the Bankruptcy Court for the
Eastern District of Missouri its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $62,135,955
  B. Personal Property
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,961,047
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,489,495
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $45,897,845
                                 -----------      -----------
        TOTAL                    $62,135,955      $66,348,387

                     About Bakers Footwear

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

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

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

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

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

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

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

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

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


BAKERS FOOTWEAR: Can Hire GA Keen as Real Estate Consultant
-----------------------------------------------------------
Bakers Footwear Group Inc. sought and obtained approval from the
U.S. Bankruptcy Court to employ GA Keen Realty Advisors, LLC as
real estate consultant.

The firm will provide these services:

  (a) Meeting with the Debtor, lender Crystal Financial LLC, and
      the Committee to ascertain the Debtor's goals, objectives
      and financial parameters;

  (b) At the Debtor's direction and on the Debtor's behalf,
      negotiating waivers or reductions of prepetition cure
      amounts and Section 502(b)(6) claims with respect to leases;

  (c) At the Debtor's direction and on the Debtor's behalf,
      negotiating the termination, assignment, sublease or other
      disposition of leases;

  (d) Assisting the Debtor at any auction for Leases, as needed;

  (e) Assisting the Debtor in the documentation of proposed
      transactions;

  (f) Reporting periodically to the Debtor regarding the status of
      negotiations; and

  (g) Consulting with the Debtor's incumbent real-estate
      consultant, Mark H. Brown & Associates LLC.

Mark P. Naughten attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

As compensation for its services, Keen will receive these fees:

  (1) Lease Dispositions: (a) Upon the closing of a transaction in
      which any Lease is assigned or otherwise transferred to a
      third party or the related property is subleased to a third
      party, Keen will earn a fee in an amount equal to the
      greatest of:

        (i) 3% of the gross proceeds of the disposition,
       (ii) 3% of the 11 U.S.C. Sec. 502(b)(6) rejection claim
            dividend that would have been payable to the
            applicable landlord if the lease were rejected,
            estimated in good faith as of such closing in light of
            the expected recovery to general unsecured creditors,
             or

      (iii) $3,000.

           The term "Gross Proceeds" means the total amount of
           consideration paid or payable to or for the benefit of
           the Debtor's estate by the purchaser, assignee,
           designation rights purchaser, landlord or other
           transferee.  For subleases, "Gross Proceeds" means the
           net present value, using a 6.0% discount factor, of the
           expected sublease income payable by the subtenant.

  (2) Reduction in Rejection Damages.  For any Lease rejected by
      the Debtor, if the landlord agrees to reduce or waive the
      claim it could reasonably assert under Bankruptcy Code Sec.
      502(b)(6) or otherwise, Keen will receive a fee in an amount
      equal to the greater of $2,550 or 3% of the savings relative
      to the estimated dividend that otherwise would have been
      payable to the landlord in the Debtor's bankruptcy case,
      estimated in good faith as of the time such fee is payable
      in light of the expected recovery to general unsecured
      creditors.

  (3) Lease Rejection Fee. In the event that a Lease is rejected
      and Keen has not earned a fee as per the above provisions,
      then Keen will have earned a minimum fee of $300 per Lease
      for its marketing and negotiation efforts with respect to
      the Lease; provided, however, that the aggregate lease
      rejection fees payable to Keen will not exceed $25,000.

  (4) Going Concern Sale. The Debtor and Keen acknowledge that the
      Debtor may be sold as a going concern, in whole or in part.
      If all or substantially all of the Leases are sold or
      assigned to a purchaser as part of a "going concern"
      transaction, then Keen will be entitled to $2,550 per Lease
      sold as part of a going concern sale.

  (5) Aldo Sale. Keen acknowledges that the Debtor has a pending
      contract to assign certain Leases to Aldo U.S., Inc. and
      that Aldo has proposed a modification of such contract in a
      letter dated Oct. 18, 2012.  The parties agree that Keen's
      compensation in connection with any transaction between the
      Debtor and Aldo shall be a fee equal to 17.5% of the amount
      by which the Gross Proceeds of such transaction exceed the
      proceeds proposed to be paid by Aldo in its Oct. 18, 2012
      letter, but the fee will not exceed 3% of the Gross
      Proceeds of such transaction.

  (6) Brown. Keen acknowledges that Brown shall be responsible for
      the renegotiation or amendment of Leases to be retained by
      the Debtor.  Keen will not be entitled to any compensation
      in connection with any such renegotiation or amendment.

                     About Bakers Footwear

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

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

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

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

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

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

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

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

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


BAKERS FOOTWEAR: Court OKs Bryan Cave as Restructuring Counsel
--------------------------------------------------------------
Bakers Footwear Group, Inc., sought and obtained permission from
the U.S. Bankruptcy Court to employ Bryan Cave LLP as its general
restructuring counsel, as well as to provide advice and counsel
regarding corporate, employment, employee benefits, finance, real
estate, securities, tax, and other matters.

Bryan Cave has represented the Debtor for more than 10 years as
its outside general corporate and securities counsel.  Bryan Cave
also represented the Debtor in connection with its recent secured
financing facility provided by the Debtor's lender, Crystal
Financial LLC.

"Little purpose would be served, and unnecessary expense,
duplication of effort, and delay would undoubtedly result, if
substitute counsel were retained to address issues previously
handled by Bryan Cave," said Peter A. Edison, the Debtor's
Chairman and CEO.

Brian C. Walsh, Esq., a partner at the firm, attests that Bryan
Cave does not hold or represent any interest adverse to the
Debtor's estate; Bryan Cave is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code; and Bryan
Cave's employment is necessary and in the best interests of the
Debtor's estate.

Other Bryan Cave lawyers who will be working on the case are David
M. Unseth, Esq,. and Laura Uberti Hughes, Esq., from the law
firm's St. Louis, Missouri offices.

Hourly rates for Bryan Cave's professionals based in St. Louis,
which are subject to adjustment from time to time, presently are:

         Partners and Counsel     $390 to $785 per hour
         Associates               $200 to $420 per hour
         Legal Assistants         $150 to $250 per hour

Bryan Cave received a $275,000 retainer from the Debtor in several
installments, beginning on Aug. 23, 2012.  Prior to the Chapter 11
filing, Bryan Cave applied the retainer against invoices for
attorneys' fees and expenses incurred on or after the date on
which Bryan Cave received the first retainer installment.  Bryan
Cave also received an additional retainer of $400,000 from the
Debtor on Occt. 2.  Bryan Cave will hold these funds in its client
trust account as security for the fees and expenses that may be
awarded to it in this case.

From Oct. 1, 2011, through the Petition Date, Bryan Cave received
$418,490.10 in payment of professional fees and expenses provided
by Bryan Cave to the Debtor.  Of this amount, $225,253.85 was paid
for services rendered or to be rendered in contemplation of or in
connection with the Chapter 11 case.

As of the Petition Date, Bryan Cave was owed $335,067.81 by the
Debtor for attorneys' fees and expenses incurred before Aug. 23,
2012, the date on which Bryan Cave received the first retainer
installment from the Debtor, and $16,875.53 for attorneys' fees
and expenses incurred on or after Aug. 23, 2012 that were not
covered by Bryan Cave's $275,000 retainer.

Bryan Cave has agreed to waive its claim against the Debtor for
attorneys' fees and expenses that were incurred and unpaid as of
the Petition Date.

                       About Bakers Footwear

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

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

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

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

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

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

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


BAKERS FOOTWEAR: Alliance Management Approved as Fin'l Advisor
--------------------------------------------------------------
Bakers Footwear Group, Inc., sought and obtained final approval to
employ the firm of Alliance Management as its financial advisor.

Alliance has acted as the Debtor's financial and restructuring
advisor prior to the Petition Date in connection with the Debtor's
restructuring.

James Cullen, management consultant with BGA Management LLC, doing
business as Alliance Management, attests the firm does not hold or
represent any interest adverse to the Debtor's estate; Alliance is
a "disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b) of
the Bankruptcy Code; and Alliance's employment is necessary and in
the best interests of the Debtor's estate.

The firm's professionals who will be working on the case and their
hourly rates are:

         James Cullen             $450 per hour
         Michael Knight           $460 per hour
         Alex Smith               $375 per hour
         Chris Tomas              $375 per hour
         Steve Murray             $375 per hour
         David Burke              $325 per hour
         Brock Kline              $250 per hour
         Justin Pugh              $250 per hour
         Deb Cramer               $175 per hour

Prior to the petition date, the firm received $365,000 in the
aggregate from the Debtor as retainer.

Alliance is not owed any amount from the Debtor for pre-petition
fees and expenses.

                     About Bakers Footwear

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

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

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

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

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

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

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

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

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


BALLENGER CONSTRUCTION: Case Summary & 20 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Ballenger Construction Company
        24200 N FM 509
        Harlingen, TX 78550

Bankruptcy Case No.: 12-20645

Chapter 11 Petition Date: December 7, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Roderick Glen Ayers, Jr., Esq.
                  LANGLEY BANACK INC.
                  745 E Mulberry, Ste 900
                  San Antonio, TX 78212-3166
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: gayers@langleybanack.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
is available for free at http://bankrupt.com/misc/txsb12-20645.pdf

The petition was signed by Joe C. Ballenger Jr./Joe C. Ballinger
Sr., president/CEO.


BARLEN CONTRATING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Barlen Contrating, Inc.
        P.O. Box 271
        Brighton, MI 48114

Bankruptcy Case No.: 12-66638

Chapter 11 Petition Date: December 7, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: William R. Orlow, Esq.
                  B.O.C. LAW GROUP, P.C.
                  24100 Woodward Ave.
                  Pleasant Ridge, MI 48069
                  Tel: (248) 584-2100
                  E-mail: bocecf@boclaw.com

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously sought Chapter 11 protection:

    Debtor                           Case No.
    ------                           --------
Barlen P.G. Inc.                     12-66590
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000
Barlen Sanitation Solutions, Inc.    12-66663
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Joe C. Ballenger Jr./Joe C. Ballinger
Sr., president/CEO.

A. A copy of Barlen Contrating's list of its 15 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mieb12-66638.pdf

B. A copy of Barlen P.G.'s list of its 17 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mieb12-66590.pdf

C. A copy of Barlen Sanitation's list of its 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mieb12-66663.pdf


BOWLES SUB: Asks for Court OK to Hire Anton Economics as Economist
------------------------------------------------------------------
Bowles Sub Parcel A, LLC, and its affiliated debtors -- Bowles Sub
Parcel B, LLC, Bowles Sub Parcel C, LLC, Fenton Sub Parcel A, LLC,
Fenton Sub Parcel B, LLC, and Fenton Sub Parcel C, LLC -- seek
permission from the Hon. Nancy C. Dreher of the U.S. Bankruptcy
Court for the District of Minnesota to Paul A. Anton and Anton
Economics, LLC, as economist to represent them in connection with
all matters pertaining to the confirmation of the plans,
specifically, testimony regarding appropriate interest rates and
risks.

The Debtors' counsel, Lapp Libra Thomson Stoebner & Pusch, is
paying Anton Economics a $3,000 retainer fee and will be
reimbursed from Debtors' bankruptcy estate pursuant to fee
applications of Debtors' counsel.  Anton Economics will be paid
$100 per hour for time spent preparing graphics or exhibits.  In
the event that Anton Economics outsource the preparation of
graphics or exhibits, the firm will be reimbursed for the actual
cost of the outsourced services, plus a 5% handling fee; however,
the fee for outsourced services will not exceed the rate of $100
per hour without the Counsel's approval.

Paul A. Anton, chief economist and owner of Anton Economics,
attests to the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

Anton Economics can be reached at:

      Anton Economics LLC
      333 Washington Avenue North, Suite 208
      Minneapolis, Minnesota 55401
      E-mail: paulanton@antoneconomics.com

                 About StoneArch II/WCSE Entities

StoneArch II/WCSE Minneapolis Industrial LLC in 2007 acquired
various limited liability companies, which in turn owned 27
industrial multi-tenant properties located in Minneapolis/St. Paul
in Minnesota.  The properties were divided into four separate
pools: A, B, C, and D.

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC, which jointly
own the properties in pool D, sought Chapter 11 protection (Bankr.
D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011.  A
Chapter 11 plan has been filed for the pool D debtors.  The plan,
if approved, would allow the existing owners to maintain operation
of the properties.

Bowles Sub Parcel A, LLC, and five other entities, which jointly
own parcels A, B and C, filed for Chapter 11 protection (Bankr. D.
Minn. Case Nos. 12-42765, 12-42768, 12-42769, 12-42770, 12-42772,
and 12-42774) on May 8, 2012.  Each of the May 8 Debtors estimated
$10 million to $50 million in assets.  Bowles Sub A disclosed
$11,442,268 in assets and $9,716,342 in liabilities as of the
Chapter 11 filing.

The other May 8 debtors are Fenton Sub Parcel A, LLC, Bowles Sub
Parcel B, LLC, Fenton Sub Parcel B, LLC, Bowles Sub Parcel C, LLC,
and Fenton Sub Parcel C, LLC.

Judge Nancy C. Dreher oversees the May 8 Debtors' cases, taking
over from Judge Gregory F. Kishel.

The May 8 Debtors tapped Lapp Libra Thomson Stoebner & Pusch as
counsel.  Steven B. Hoyt, as chief manager, signed the Chapter 11
petitions.


BROOKDALE HOSPITAL: GA Keen Closes Sale of Apartment Buildings
--------------------------------------------------------------
GA Keen Realty Advisors, LLC, a division of Great American Group,
Inc., recently advised Brookdale Hospital and Medical Center on a
complex, $22 million sale of a real estate portfolio consisting of
four apartment buildings previously owned by the hospital.

GA Keen Realty Advisors brought together a group of Brooklyn
multi-family investors, led by apartment owners David Spira and
Robert Wolf, who closed on the purchase Nov. 2.  According to GA
Keen Realty Advisors Co-President Matthew Bordwin, a 12-month
"rent hold" needed to be addressed as part of the sale, making the
deal more challenging.  In addition, the New York State Attorney
General's office needed to approve the transaction, as is policy
when selling a property owned by a not-for-profit entity.

"The rents being paid by the tenants are below market, and we
expect they'll stay that way due to rent regulations," Mr. Bordwin
said.  "Given these constraints, the sales price generated
represented an outstanding price for the seller based on the
current net operating income being generated by the properties."

"We were extremely pleased with the expertise provided by GA Keen
Realty Advisors and the end result we achieved," said Steve Korf,
a partner with the consulting firm of Grant Thornton and the
interim chief operating officer at Brookdale Hospital.  "Our firm
was hired earlier this year to stabilize the hospital's financial
position and this transaction represents a positive step in that
process."

The properties included a 20-story, 172-unit building at 7 Hegeman
Ave.; a 12-story, 113-unit building at 660 E. 98th St.; a six-
story, 54-unit property at 505 Rockaway Parkway; and a four-story,
42-unit building at 525 Rockaway Parkway.

GA Keen Realty Advisors representatives involved in the
transaction included Bordwin, co-president Harold Bordwin and
brokers Christopher Mahoney and Heather Milazzo.  Other members of
the negotiating team were attorneys Brian Cohen, Chris Rabil and
Jeff Thrope with the law firm of Foley & Lardner LLP, and Eric
Altman, Jay Gerzog and Daniel Lewis with the law firm of Epstein
Becker Green.  Other members of the Grant Thornton team working
with Korf included Mark Toney, the Chief Executive Officer, James
Porter and Chris Jadro.

                About GA Keen Realty Advisors, LLC

Located in New York, GA Keen Realty Advisors --
http://www.greatamerican.com/keen-- provides real estate
analysis, valuation and strategic planning services, brokerage,
M&A, auction services, lease restructuring services and real
estate capital market services.

                 About Great American Group, Inc.

GA Keen Realty Advisors, LLC (OTCBB: GAMR) --
http://www.greatamerican.com-- is a wholly owned subsidiary of
Great American Group, a provider of asset disposition and auction
solutions, advisory and valuation services, capital investment,
and real estate advisory services for an extensive array of
companies.  The corporate headquarters is located in Woodland
Hills, Calif. with additional offices in Atlanta, Boston,
Charlotte, N.C., Chicago, Dallas, New York, San Francisco and
London.


CAPITOL BANCORP: Hits Snag on Prepack Plan Confirmation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Capitol Bancorp Ltd. hit a snag in the attempt at a
quick conclusion to the prepackaged Chapter 11 filing in August in
U.S. Bankruptcy Court in Detroit.

According to the report, the Lansing, Michigan-based bank holding
company had a tentative agreement where affiliates of Valstone
Partners LLC would finance the reorganization plan by paying
$50 million for common and preferred stock while buying
$207 million in face amount of defaulted commercial and
residential mortgages.

Although the bankruptcy court authorized Capitol to pay Valstone's
expenses in connection with a financial investigation, bank
regulators didn't give approval in time for the buyer to finish
due diligence by the Nov. 30 cutoff.  Consequently, Valstone
terminated the purchase agreement.

Meanwhile, Capital, according to the report, pushed back the
hearing for approval of the Chapter 11 plan until Jan. 29.  The
bankruptcy judge extended Capitol's exclusive plan-filing rights
until March 7.

The report relates that the Chapter 11 petition filed in Detroit
was accompanied by a reorganization plan already accepted by the
requisite majorities of creditors and equity holders in all
classes.  The plan would exchange debt and trust-preferred
securities for equity.  Holders of $6.8 million in senior notes
would see a full recovery by receipt of new stock.  Holders of
$151.3 million in trust-preferred securities would take equity
worth $50 million, for a one-third recovery.  Holders of
$5 million in preferred stock would have a 20% recovery from new
equity, while common stockholders would take stock worth
$15 million.

                          Jan. 9 Hearing

The Hon. Marci B. McIvor of the U.S. Bankruptcy Court for the
Eastern District of Michigan continued until Jan. 9, 2013, at
10:30 a.m., the combined hearing to consider the approval of the
solicitation procedures, adequacy of the Disclosure Statement and
confirmation of Capitol Bancorp Ltd. and Financial Commerce
Corporation's proposed Plan.

The Court also ordered that:

   -- objections of the Committee must be (a) filed with the Court
      and (b) served upon all parties on the Special Service List
      no later than 5 p.m. on Jan. 22.  The extended deadline will
      apply only to the Committee.  The deadline for any other
      party in interest to file and serve any objections to the
      approval of the solicitation procedures, the adequacy of the
      Disclosure Statement or confirmation of the Plan will remain
      Sept. 10.

   -- The period within which only the Debtors may file an
      alternative plan, other than the Plan is extended until
      March 7.

   -- The period within which only the Debtors may solicit
      acceptances to any proposed alternative plan, other than the
      Plan, is extended until May 6.

The hearing on the Plan has been adjourned a number of times.

                       About Capitol Bancorp

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

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

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

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

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.


CC HOLDINGS: S&P Gives 'BB' Rating on $1.5-Bil. Notes Issuances
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue level
rating and '1' recovery rating to Crown Castle International
Corp.'s (B+/Stable/--) subsidiary CC Holdings GS V LLC's proposed
notes issuances. The issuances total $1.5 billion, and consist of
$1 billion due 2023 and $500 million due 2017. CC Holdings will
use the proceeds to complete a tender for existing notes at the
entity, as well as to repay indebtedness at parent Crown Castle
International Corp.

The corporate credit rating and stable outlook on Crown Castle
remain unchanged and reflect the company's "strong" business risk
profile and "highly leveraged" financial risk profile.

RATINGS LIST

Crown Castle International Corp.
Corporate Credit Rating           B+/Stable/--

CC Holdings GS V LLC
Crown Castle GS III Corp.
$500 mil notes due 2017           BB
   Recovery Rating                 1
$1 bil notes due 2023             BB
   Recovery Rating                 1


CHARLIE MCGLAMRY: Wants Plan Exclusivity Extended to March 2013
---------------------------------------------------------------
Charlie N. McGlamry and its debtor-affiliates request for a 90-day
extension of the period of time during which only the McGlamry
Affiliates may propose and file plans of reorganization through
and including March 5, 2013.  Additionally, McGlamry and its
affiliates request a 91-day extension of the period of time during
which McGlamry and the McGlamry Affiliates may solicit acceptances
of their plans of reorganization through and including May 6,
2013.  This is the second request by the McGlamry affiliates to
extend both deadlines.

The Court record shows the Debtors have already made substantial
progress and continues to work diligently on matters related to
their reorganization.  Since the Petition Date, the Debtors have
concentrated on a number of significant issues relating to the
estate.

The McGlamry affiliates continue to work on preparing a financial
plan that will form the basis of its Chapter 11 Plans.  The
Debtors have remained focused on developing a strategy to enable
the Debtors to emerge successfully from Chapter 11, to the extent
necessary to effectuate the overall plan for the Debtors.  They
are making progress toward the reorganization and the process of
determining distributions to the Debtors' creditors.  However,
despite their progress toward this goal, the McGlamry affiliates
are not at present in a position to propose plans.  Additionally,
McGlamry continues to negotiate with his creditors regarding the
provisions of his Chapter 11 Plan.

Because the Debtors are continuing to evaluate and pursue their
alternatives, the parties in interest in this case will benefit
from an extension of the exclusive periods.  The McGlamry
affiliates need additional time to develop plans that are in the
best interest of creditors, which is time-consuming and somewhat
complex.  Additionally, McGlamry needs additional to continue
negotiations with Synovus and his other creditors.

An extension of time will provide the McGlamry affiliates with an
opportunity to develop reasoned plans, additional time to continue
to negotiate with his creditors, and to develop and negotiate what
Debtors hope to be consensual plans of reorganization.

The McGlamry Affiliates are developing and will present what they
hope to be consensual plans of reorganization, but information
must be analyzed and issues resolved before the McGlamry
Affiliates can finalize such plans.  Competing plans would present
a direct impediment to the Debtors' progress.  Extending the
exclusive periods will allow the Debtors to work toward a
resolution of Debtors' financial issues and allow the McGlamry
affiliates to propose plans based on a rational and well-developed
financial plan and McGlamry to attempt to solicit further
acceptances for his Plan.  At this time in the Chapter 11 process,
the Debtors said they should not be faced with the distraction and
expense of a premature filing of a plan by other parties and a
competing plan fight.

The hearing on the motion is scheduled for Jan. 16, 2013, at
11:00 a.m.

                     About Charlie N. McGlamry

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

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

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

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

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

Mr. McGlamry estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CHRYSLER LLC: Product Liability Class Suit Goes to SDNY Court
-------------------------------------------------------------
New Jersey District Judge Michael A. Shipp granted the request of
Chrysler Group, LLC, to transfer the venue of a product liability
class action lawsuit to the U.S. District Court for the Southern
District of New York.

Jay Miller and Brooke Wiliman filed their original complaint on
Feb. 8, 2012, and an amended to the complaint on March 14, 2012.
In the Amended Complaint, the Plaintiffs, on behalf of a putative
class, allege the existence of design defects in several models of
Chrysler-brand vehicles that were manufactured, marketed, and
distributed between 2006 and the present.  The Plaintiffs contend
that design defects and faulty installation of their factory-
installed sunroofs caused leakage and, as a result thereof, harmed
The Plaintiffs.  The Plaintiffs assert a total of 11 claims based
on alleged design flaws: (1) breach of contract; (2) breach of
duty of good faith and fair dealing; (3) breach of express
warranty; (4) breach of implied warranty; (5) breach of the
Magnuson-Moss Act, 15 U.S.C. Sec. 2301; (6) negligence; (7)
negligent misrepresentation; (8) violation of the New Jersey
Consumer Fraud Act; (9) unjust enrichment; (10) injunctive and
equitable relief; and (11) declaratory judgment.

Chrysler Group, which purchased the assets of Chrysler LLC during
its 2009 bankruptcy, said the "the threshold issue" underlying its
Motion to Transfer "is whether Chrysler Group assumed the
liabilities for the claims Plaintiffs make, and the relief they
seek," under the terms of the Bankruptcy Court's June 1, 2009
order approving the sale.   Chrysler Group argued that the
Bankruptcy Court is the appropriate court to make this
determination because it issued the Sale Order and retained
jurisdiction to interpret the Sale Order.

The case is, MILLER, Plaintiffs, v. CHRYSLER GROUP, LLC,
Defendant, Civil Action No. 12-760 (D.N.J.).  A copy of the
Court's Dec. 7, 2012 Opinion is available at http://is.gd/Q1hsyV
from Leagle.com.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand
vehicles and products.  Headquartered in Auburn Hills, Michigan,
Chrysler Group LLC's product lineup features some of the world's
most recognizable vehicles, including the Chrysler 300, Jeep
Wrangler and Ram Truck.  Fiat will contribute world-class
technology, platforms and powertrains for small- and medium-sized
cars, allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.

As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and
$55,233,000,000 in debts.  Chrysler had $1.9 billion in cash at
that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly
known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.  Fiat acquired a 20% equity interest in Chrysler Group as
part of the deal.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans were
repaid with the proceeds of the bankruptcy estate's liquidation.

In April 2010, the Bankruptcy Court confirmed Chrysler's
Liquidating Plan.  That Plan was declared effective April 30,
2010.  The Debtor changed its corporate name to Old CarCo
following the sale.


CROWN CASTLE: Fitch Rates New $1.5BB Senior Unsecured Notes 'BB-'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to CC Holdings GS V LLC
(GS V) proposed $1.5 billion senior secured notes. The two tranche
issuance includes $1 billion in secured notes due 2023 and $500
million in senior secured notes due 2017. Crown Castle has also
received preliminary commitments to increase its revolving credit
facility by an additional $500 million, and expects to consummate
such increase prior to the closing of the secured notes offering.

Fitch has affirmed the following ratings for Crown Castle
International Corp. (CCIC) and its subsidiaries GS V and Crown
Castle Operating Company (CCOC) as follows:

CCIC

-- IDR at 'BB';
-- Senior unsecured debt at 'BB-'.

CCOC

-- IDR at 'BB';
-- $1.5 billion senior secured credit facility at 'BB+';
-- $488 million secured term loan A at 'BB+';
-- $1.6 billion secured term loan B at 'BB+'.

CC Holdings GS V LLC (GS V)

-- Senior secured notes at 'BBB-';
-- IDR at 'BB'.

The Outlook is Stable. Fitch will withdraw issuance ratings at
CCIC and GS V once the debt obligations have been fully repaid.

GS V intends to use the net proceeds of this offering to complete
a tender offer for any and all of its outstanding 7.75% senior
secured notes due 2017 and to redeem any existing notes that
remain outstanding. The remaining net proceeds will be distributed
to CCIC to fund, together with borrowings under Crown Castle's
upsized revolving credit facility, a tender offer for any and all
of its outstanding 9% Senior Notes due 2015.

The secured notes will be guaranteed by certain of GS V's direct
and indirect subsidiaries. The notes and the guarantees will be
secured on a first priority basis by a pledge of the equity
interests of the guarantors. The notes will not be guaranteed by
CCIC or any of its other subsidiaries.

The two notch ratings uplift for the secured debt of GS V to 'BBB-
' reflects the superior recovery and over collateralization of the
debt at the GS V operating company level. Absolute debt levels at
GS V are increasing as a result of the new issuance to $1.5
billion from $1.2 billion when Fitch first rated the secured debt
at GS V. However, since this time, increased lease-up rates and
rent escalators have materially increased cash flows that provide
support for the higher debt level.

Fitch views this refinancing as neutral to the overall credit
profile even though a greater mix of senior level debt will be
placed ahead of CCIC's unsecured debt. Fitch believes the strong
recurring cash flows and over collateralization provides a level
of support that is consistent with CCIC's current unsecured debt
ratings. As such Fitch has notched CCIC's unsecured debt one notch
below its IDR, at 'BB-'.

Current leverage pro forma for the T-Mobile tower acquisition is
in the mid-6x range. This is materially outside of Fitch's current
range for Crown's 'BB' rating. Fitch expects Crown to de-lever
through a mix of cash flow growth and debt reduction in the next
12 to 15 months. This should improve credit protection measures
back within rating expectations. Fitch projects leverage to be
approximately 6x or lower by the end of 2013. Any deviation from
the expected deleveraging path would likely result in Fitch taking
a negative rating action.

Crown's ratings are supported by strong recurring cash flows
generated from its leasing operations, a robust EBITDA margin that
should continue to increase through new lease-up opportunities,
and the scale of its tower portfolio. The substantial operational
scale provided by its large tower portfolio combined with
favorable wireless demand characteristics should translate into
sustainable operating performance and free cash flow (FCF) growth
over the longer-term. As a result, Crown maintains significant
flexibility with prioritizing the use of its liquidity and
discretionary cash flow.

Crown has used a significant portion of its liquidity to fund the
acquisition and proposed debt refinancing. Crown has meaningful
FCF generation, balance sheet cash, and favorable maturity
schedule relative to available liquidity. Cash, excluding
restricted cash, was $118 million as of Sept. 30, 2012. For the
latest-twelve-month (LTM) period FCF was approximately $340
million. Crown spent $365 million on capital during this period
with a significant portion allocated for land purchases, which is
discretionary in nature.

Crown has drawn down materially on its $1.5 billion (expected
upsize by $500 million) senior secured revolving credit facility
maturing in 2017. Fitch expects Crown will pay down the facility
to restore availability under the revolver. The financial
covenants within the credit agreement are more restrictive than in
the past. This is evident in total net leverage ratio, which is
6.0x compared to 7.5x, and consolidated interest coverage of 2.5x
compared to 2.0x. The financial leverage covenant has an
additional stepdown to 5.5x in 2014. The credit agreement also has
security fallaway provisions in the event CCIC achieves investment
grade ratings.

For 2012, Crown expects adjusted funds from operations of
approximately $850 million. With the expected debt tender for the
2015 notes, Crown will now have approximately $550 million in
maturities for 2015 primarily associated with its tower
securitizations. Common stock repurchases have been scaled back
significantly compared to past levels and were less than $40
million for the last twelve months.

What Could Trigger A Rating Action

Negative: Fitch believes Crown's leverage is outside of the
current expectations for the 'BB' rating category as a result of
the acquisition. Future developments that may, individually or
collectively, lead to Fitch taking a negative rating action
include:

-- If Crown does not deleverage the company below 6x in the next
    12-to-15 months; or

-- If Crown makes additional material acquisitions that are debt
    financed.

Positive: Fitch believes Crown's longer-term ratings have upward
potential from further operational and credit profile
improvements. In the 2015 - 2016 timeframe, Crown has indicated
the potential for a REIT conversion. Future developments that may,
individually or collectively, lead to Fitch taking a positive
rating action include:

-- The stability and operating leverage within its leasing
    operations;

-- Growth in broadband data leading to increased lease-up
    opportunities;

-- Maintaining less aggressive financial policies than in the
    past; and

-- If Crown continues to following the potential path of a REIT
    conversion and materially de-levers the company.


CROWN CASTLE: Moody's Affirms 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating to Crown
Castle International Corp.'s proposed $1.5 billion senior secured
notes (5-year and 10-year tranches) to be issued by CC Holdings GS
V LLC ("GS V"), a wholly-owned operating subsidiary. In addition,
Moody's affirmed the Ba2 ratings on the existing bank credit
facilities residing at Crown Castle Operating Company ("CCOC"),
which consists of a $500 million Term Loan A due 2017, $1.6
billion Term Loan B due 2019 and $1 billion secured revolving
credit facility due 2017. Moody's also affirmed Crown Castle's
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR), both at Ba2, as well as the B1 ratings on the existing
unsecured notes issued by Crown Castle. Finally, Moody's lowered
Crown Castle's Speculative Grade Liquidity Rating to SGL-2 from
SGL-1. The rating outlook is stable.

New issue proceeds will be used to repay the $830 million
outstanding 9% senior unsecured notes due January 2015 (rated B1)
and $965 million outstanding 7.75% senior secured notes due May
2017 (rated Baa2). Since the transaction is neutral to Crown
Castle's credit profile, the CFR and PDR remain unchanged.
However, because the financing significantly increases the
proportion of senior secured debt at GS V relative to debt
residing at Crown Castle (the parent entity where the most junior
debt in the capital structure resides), the new GS V obligations
are rated one notch lower than the existing GS V debt. This
reflects the higher loss absorption that this class of debt will
sustain relative to the reduced liabilities at Crown Castle in a
distressed scenario under Moody's Loss Given Default (LGD)
Methodology. The downgrade of the liquidity rating to SGL-2
reflects Moody's view that Crown Castle's recent draw of $750
million (estimated) to fund the T-Mobile acquisition, represents
considerable utilization of the revolver and reduces the company's
access to committed external liquidity.

Rating Assigned:

Issuer: CC Holdings GS V LLC

  $500 Million Senior Secured Notes due 2017 -- Baa3 (LGD-2, 23%)

  $1.0 Billion Senior Secured Notes due 2023 -- Baa3 (LGD-2, 23%)

Ratings Affirmed:

Issuer: CC Holdings GS V LLC

  $965 Million 7.75% Senior Secured Notes due 2017 -- Baa2 (LGD-
  2, 11%)

Issuer: Crown Castle Operating Company

  $3.1 Billion Senior Secured Credit Facilities with various
  maturities -- Ba2, LGD assessment revised to (LGD-4, 60%)

Issuer: Crown Castle International Corp.

  Corporate Family Rating -- Ba2

  Probability of Default Rating -- Ba2

  $830 Million 9% Senior Unsecured Notes due 2015 -- B1 (LGD-5,
  89%)

  $500 Million 7.125% Senior Unsecured Notes due 2019 -- B1, LGD
  assessment revised to (LGD-6, 91%)

  $1.65 Billion 5.25% Senior Unsecured Notes due 2023 -- B1, LGD
  assessment revised to (LGD-6, 91%)

Rating Downgraded:

Issuer: Crown Castle International Corp.

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

The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's. Upon redemption of the 9%
senior unsecured notes and 7.75% senior secured notes Moody's will
withdraw the ratings.

Ratings Rationale

Crown Castle's Ba2 Corporate Family Rating (CFR) reflects
management's use of the company's solid business profile, stable
and predictable revenue steam, modest capital intensity and
significant free cash flow generation to sustain a somewhat
aggressive capital structure that has supported debt-financed
growth and shareholder returns. Pro forma for the recent
acquisition of tower assets from T-Mobile and the contemplated
refinance transaction, Moody's estimates total debt to LTM EBITDA
leverage (includes Moody's standard adjustments and T-Mobile LTM
EBITDA) will increase to approximately 7.8x compared to 6.7x at
September 30, 2012. While this is somewhat higher than the 7.5x
downgrade trigger that Moody's has previously articulated, the
ratings assessment is based on leverage returning to a range of
6.7x to 7.3x by year end 2013 from a combination of EBITDA
expansion and repayment of revolver borrowings.

Rating Outlook

The rating outlook is stable, reflecting Crown Castle's solid
operating performance, visible revenue growth via a significant
backlog of contractual rents and increasing wireless carrier
demand. The stable outlook also reflects Moody's expectations of
continued EBITDA and cash flow expansion that will support
improvement in the company's credit profile and leverage metrics
over the rating horizon. To the extent deleveraging is delayed
beyond Moody's expected timeframe, ratings would likely experience
downward pressure.

What Could Change the Rating - DOWN

The ratings may face downward ratings pressure if weakening
industry fundamentals, a return to more aggressive financial
policies (e.g., return of capital to shareholders via share
repurchases) or lower-than-expected cash flow growth result in the
following Moody's adjusted key credit metrics on a sustained
basis: total debt to EBITDA approaching 7.5x, (EBITDA-
Capex)/Interest trending under 1.5x and free cash flow to adjusted
total debt in the low single digits.

What Could Change the Rating - UP

Despite the increase in leverage resulting from the pending T-
Mobile acquisition, Moody's expects the de-leveraging trend to
continue, and further upward ratings migration would be dependent
upon Crown Castle allocating a significant portion of free cash
flow generation towards absolute debt reduction. Quantitatively,
upwards rating pressure may develop if Crown Castle manages its
capital structure to the following Moody's adjusted key credit
metrics on a sustained basis: total debt to EBITDA trending
towards 6x, (EBITDA-Capex)/Interest exceeding 2x and free cash
flow to adjusted total debt in the high single digits.

The principal methodology used in rating Crown Castle
International Corp. was Global Communications Infrastructure
Industry Methodology published in June 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

With headquarters in Houston, Texas, Crown Castle International
Corp., through its wholly-owned operating subsidiaries, is the
largest independent operator of wireless tower assets in the US
offering wireless communications coverage in 92 of the top 100 US
markets. The firm derives approximately 88% of its revenue by
leasing site space on its approximately 30,000 towers and 1,700
distributed antenna systems (DAS) networks in the US and Australia
to wireless service providers, with the remaining revenue derived
from its services business, which provides network services
relating to sites or wireless infrastructure for customers.
Revenue was approximately $2.3 billion for the twelve months ended
September 30, 2012.


CYPRESS POINT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: Cypress Point, LLC
             900 Cypress Pointe Dr
             Crown Point, IN 46307

Bankruptcy Case No.: 12-24556

Chapter 11 Petition Date: December 7, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: K.C. Cohen, Esq.
                  151 N. Delaware Street, Ste 1104
                  Indianapolis, IN 46204-2573
                  Tel: (317) 715-1845
                  E-mail: kc@esoft-legal.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Cypress Point II, LLC                  12-24557
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Nick Kozul, president.

Cypress Point each did not file a list of its largest unsecured
creditors together with its petition.


DECODE GENETICS: Amgen to Acquire Business in $415 Million Deal
---------------------------------------------------------------
Amgen Inc. and deCODE Genetics on Dec. 10 said the companies have
entered into a definitive agreement under which Amgen will acquire
deCODE Genetics, a global leader in human genetics, headquartered
in Reykjavik, Iceland.  The all-cash transaction values deCODE
Genetics at $415 million, subject to customary closing
adjustments, and was unanimously approved by the Amgen Board of
Directors.

"deCODE Genetics has built a world-class capability in the study
of the genetics of human disease," said Robert A. Bradway,
president and CEO at Amgen. "This capability will enhance our
efforts to identify and validate human disease targets.   This
fits perfectly with our objective to pursue rapid development of
relevant molecules that reach the right disease targets while
avoiding investments in programs based on less well-validated
targets."

Founded in 1996, deCODE Genetics is a global leader in analyzing
and understanding the link between the genome and disease
susceptibility. Using its unique expertise and access to a well-
defined population in Iceland, deCODE Genetics has discovered
genetic risk factors for dozens of diseases ranging from
cardiovascular disease to cancer.

"One of the ways to truly realize the full value of human
genetics, is to make our research synergistic with drug
development efforts where target discovery, validation and
prioritization efforts can be accelerated," said Kari Stefansson,
M.D., Dr. Med., founder and CEO at deCODE Genetics.  "We believe
Amgen's focus and ability to incorporate our genetic research into
their research and development efforts will translate our
discoveries into meaningful therapies for patients."

This transaction does not require regulatory approval, and is
expected to close before the end of 2012.

Based in Thousand Oaks, Calif., Amgen (NASDAQ:AMGN) --
http://www.amgen.com/-- is a biotechnology pioneer since 1980.

                     About deCODE Genetics

deCODE Genetics Inc., nka DGI Resolution, Inc., sought chapter 11
protection (Bankr. D. Del. Case No. 09-14063) on Nov. 16, 2009,
disclosing $69.9 million in assets and $314 million in
liabilities, and represented by lawyers at Richards, Layton &
Finger, P.A., in Wilmington, Del.  The bankruptcy court confirmed
a liquidating chapter 11 plan on May 27, 2010.  That plan
estimated that unsecured creditors would recover about 3% on their
prepetition claims, and appointed Walker, Truesdell, Roth &
Associates as the liquidating trustee.  The liquidating trustee is
represented by lawyers at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Del.


DELTA AIR: Virgin Investment No Impact on Moody's 'B2' Rating
-------------------------------------------------------------
Moody's Investors Service says that the planned purchase by Delta
Air Lines, Inc. (B2 stable, "Delta") of the 49% stake in Virgin
Atlantic Airways Ltd. ("Virgin", unrated) held by Singapore
Airlines ("Singapore", unrated) for $360 million is positive for
Delta's operations and credit profile.

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's second largest airline, providing scheduled air
transportation for passengers and cargo throughout the U.S. and
around the world.


DICKINSON THEATRES: Spirit Entitled to Attorneys' Fees
------------------------------------------------------
Kansas Bankruptcy Judge Dale L. Somers dealt another setback to
Dickinson Theatres, Inc., overruling the Debtor's objection to a
landlord's claim for attorneys' fees as part of the cure amount
due the landlord prior to assumption of a master lease.

Spirit Master Funding, LLC and Spirit Master Funding IV, LLC,
which objected to the confirmation of Dickinson Theatres' First
Amended and Restated Plan of Reorganization, contended it would be
entitled to payment of attorneys' fees and costs incurred from the
date of filing to the effective date of the plan in order for the
Debtor to assume the Master Lease.  At the confirmation hearing
held on Nov. 28, 2012, the Debtor disputed the amount of that
claim.

Spirit has not submitted a claim for a specific amount, since it
continues to incur fees and costs as litigation regarding the
Debtor's attempt to assume the Master Lease in part has not
concluded.  But at the confirmation hearing, counsel for Spirit
presented the Court and the Debtor's counsel with a pro forma
statement for fees and expenses incurred from Oct. 2, 2012 through
Nov. 27, 2012.

The Debtor objected to the reasonableness of the fees based upon
two factors: (1) that there should be adjustments for items such
as travel time, excessive time spent of particular matters, and
inappropriate descriptions of time; and (2) that the hourly rates
charged should be local Kansas City rates rather than the rates
customarily charged by Spirit's counsel, who are attorneys
practicing in the Chicago office of a nationwide firm.

The Debtor did not offer any evidence to support its positions,
resting instead upon arguments at the hearing and in its
subsequently filed brief.

In his ruling, Judge Somers said he declines to adjust specific
time entries on the pro forma statement provided to the Court.
The Debtor has identified no entries which it asserts are
unreasonable.  The Court has carefully reviewed the entries and
has found no reason to disallow any portion of the time recorded.
Rather, Spirit's counsel appears to have represented their client
efficiently and effectively.

Through the Master Lease, Dickinson leases from Spirit four
properties on which it operates some of its movie theaters; three
of those locations are highly profitable, but the fourth, Palm
Valley, is not.  On Sept. 21, 2012, Dickinson filed a motion to
reject a portion of the Master Lease concerning Palm Valley.
Spirit objected.  On Oct. 12, the Court issued its opinion and
judgment denying the Debtor's request.  On Oct. 26, Dickinson
filed a notice of appeal from that order to the Bankruptcy
Appellate Panel of the Tenth Circuit.  The appeal is pending.  The
Debtor's Plan attempts to preserve the Debtor's appeal.

According to Judge Somers, the Debtor's motion to reject the
Master Lease in part presented an issue of critical importance to
Spirit, a public company whose business involves sale/leaseback
real estate financing.  Spirit contends that a "determination that
a central feature of the Spirit master lease [with Debtor] was
unenforceable would have threatened key aspects of Spirit's
contractual relationships with nearly all of its tenants.

The Court also declines to order that compensation should be based
upon Kansas City rather than Chicago hourly rates.  Judge Somers
held that, by contending that Spirit's attorneys' fees claim
should be based upon Kansas City rates rather than Chicago rates,
the Debtor is indirectly questioning Spirit's choice of counsel.
The Court finds this challenge unreasonable.

A copy of the Court's Dec. 10, 2012 Memorandum Opinion and Order
is available at http://is.gd/chsM9Yfrom Leagle.com.

Overland Park, Kansas-based Dickinson Theatres, Inc., which is
engaged in the movie theater business in multiple locations, filed
for Chapter 11 protection (Bankr. D. Kan. Case No. 12-22602) on
Sept. 21, 2012.   Judge Dale L. Somers presides over the case.
Sharon L. Stolte, Esq., at Stinson Morrison & Hecker L.L.P.,
represents the Debtor.  The Debtor disclosed assets of $2,198,081,
and liabilities of $7,617,413.

On Dec. 4, 2012, Judge Somers denied confirmation of Dickinson
Theatres' Plan.  The Dec. 10 edition of the Troubled Company
Reporter ran a story on the Plan ruling.


EDUCATION MANAGEMENT: S&P Cuts CCR to 'B-' on Tighter Regulations
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pittsburgh, Pa.-based for-profit post-secondary school
operator Education Management LLC to 'B-' from 'B'. The rating
outlook is negative.

"At the same time, we lowered the issue-level rating on the
company's senior secured credit facilities to 'B-' (at the same
level as the 'B-' corporate credit rating on the company), from
'B', in accordance with our notching criteria for a '3' recovery
rating, reflecting our expectation for meaningful (50% to 70%)
recovery for lenders in the event of default. We also lowered our
issue-level rating on the company's senior unsecured and
subordinated notes to 'CCC' from 'CCC+', in conjunction with the
corporate credit rating change. The recovery rating on this debt
remains at '6', signifying our expectation for negligible (0% to
10%) recovery," S&P said.

"The downgrade reflects our expectation that tough economic
conditions and new business practices mandated by tighter
regulation will cause ongoing enrollment declines over the near
term," said Standard & Poor's credit analyst Chris Valentine.

"We lowered our previous expectations for revenue, EBITDA, and
cash flow based on the near-term outlook for the for-profit
education sector in a weak economy. Given the fixed costs of the
business, we expect enrollment declines will lead to weaker credit
metrics, lower cash flow generation, and tight financial covenants
over the next 12 to 18 months. There is also a springing maturity
to the senior secured credit facilities, which would be
accelerated to March 1, 2014, if the company does not refinance or
repay its $375 million notes due June 2014 prior to this date,"
S&P said.

"Our 'B-' rating reflects Education Management's dependence on
Title IV federal student loan programs and students' willingness
to take on debt despite weak economic conditions and high
unemployment. We expect the company's revenue and EBITDA trends to
remain under significant pressure in fiscal-year 2013 and
potentially beyond, as changes in marketing practices, negative
publicity, difficulty in obtaining financial aid, and increased
disclosure requirements to potential students hurt enrollments. We
view Education Management's business risk profile as 'vulnerable'
because of the severe pressure of regulatory risk on its good
market position and business fundamentals. We assess the company's
financial risk profile as 'highly leveraged,' because we expect
debt leverage above 5x and minimal discretionary cash flow
generation relative to total debt levels. Our governance
assessment is 'fair,'" S&P said.

Education Management is one of the leading for-profit, post-
secondary education providers, offering both traditional and
online programs in career-oriented disciplines. The company
directly or indirectly derived 85% of its fiscal-year 2012 net
revenues from Title IV funding. "We consider this high exposure to
federal student lending as a long-term risk for the company
because legislative or regulatory actions that result in a
substantial reduction in funding significantly hurt its profits.
Crucial issues relate to the adverse consequences of the
elimination of the safe harbor provision on incentive compensation
for schools' student recruiters. In addition, it is now more
difficult for some students to qualify for federal funding, based
on their family credit histories. In June 2012, a U.S. District
Court vacated possible rules that would limit the amount of
student debt that students can incur to a level that could be
supported with their employment prospects. However, the potential
for future legislation or regulation remains a key risk to the
rating," S&P said.


ELDORADO GOLD: S&P Rates New $600MM Senior Unsecured Notes 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Vancouver-based gold producer Eldorado Gold Corp.'s
US$600 million senior unsecured notes.

"We understand that the proceeds from the unsecured notes will be
used for general corporate purposes," said Standard & Poor's
credit analyst George Economou.

Standard & Poor's also affirmed its 'BB' long-term corporate
credit rating on Eldorado. The outlook is stable.

"The rating on Eldorado reflects what we view as the company's
credit strengths, which include its low pro forma debt levels,
better-than-average cost position, strong credit measures amid
high contemporary metals prices, and expanding production
profile," Mr. Economou added.

"These strengths are somewhat offset, we believe, by the company's
exposure to volatile commodity prices, limited operating
diversity, and the execution risks surrounding its collection of
growth projects," S&P said.

"Eldorado operates five gold mines in Turkey and China, a
polymetallic mine in Greece, and an iron ore mine in Brazil. It is
also developing multiple gold projects within its existing
operating regions, as well as in Romania," S&P said.

"The stable outlook reflects our view that Eldorado's low-cost
production base should support steady FFO generation as well as
help maintain an adequate liquidity position during a multiyear
period of heightened capital spending. Assuming gold prices remain
consistent with our base case operating scenario, in the next
several years we expect the company to generate a rolling 12-month
FFO of about US$400 million with an adjusted FFO-to-debt ratio
above 60%," S&P said.

"We could lower the rating if Eldorado's mining costs and gold
prices meaningfully deteriorate to levels where negative free
operating cash flow rapidly escalates, straining the company's
adequate liquidity position. This could occur if the company's
gold margins shrink to less than US$600 per ounce and capital
spending costs meaningfully escalate, driving adjusted FFO to debt
below 50%, likely causing free cash burn above US$700 million in
2013," S&P said.

A positive rating action is unlikely through next year, given the
execution risks surrounding the concurrent development of multiple
growth projects. However, one could occur if the company makes
faster-than-expected construction progress on its development
projects while maintaining its significant financial risk profile.


EURAMAX INT'L: Moody's Cuts CFR/PDR to 'Caa2'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded Euramax International, Inc.'s
corporate family rating and probability of default rating to Caa2
from Caa1. The company's other existing debt ratings were also
downgraded -- refer to the list below. The outlook remains stable.

The following rating actions were taken:

Corporate Family Rating, downgraded to Caa2 from Caa1

Probability of Default Rating, downgraded to Caa2 from Caa1

$375 million senior secured notes due 2015, downgraded to Caa2
(LGD4, 51%) from Caa1

Ratings Rationale

The downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics. Moody's expects sustained weak profitability
to diminish the company's free cash flow generation over the next
12 to 18 months, which may continue to increase usage on the
revolving credit facility. Expectations for only moderately higher
revenues, continued softness in operating margins and no
significant reduction in balance sheet debt point to elevated
adjusted debt leverage in excess of 8.0x over the next 12 to 18
months.

The Caa2 corporate family rating considers the company's elevated
adjusted debt leverage of approximately 14.4x debt-to-EBITDA,
adjusted interest coverage below 1.0x, and weakening operating
margins. (In arriving at EBITDA, Moodys includes non-cash foreign
exchange losses which result from translating inter-company
obligations between the company's US and foreign businesses). In
addition, the rating reflects Moody's expectations for a slow
recovery in the residential repair and remodeling and non-
residential construction markets, exposure to commodity price
volatility, and on-going uncertainty about the Euro Zone. The
rating also takes into consideration the limited ability to reduce
long-term debt, due largely to expectations for weak free cash
flow generation over the next 12 to 18 months. However, the lack
of significant debt maturities until 2015 supports the company's
liquidity and gives it time to work toward restoring operating
profitability.

The ratings may be upgraded if the company is able to show
improvement in operating margins such that adjusted EBITA margin
improves to at least mid-single digits on an annual basis,
adjusted EBITA-to-interest expense approaches 2.0x, and adjusted
debt-to-EBITDA falls below 6.5x.

The ratings may come under pressure if adjusted EBITA-to-interest
expense falls below 0.5x or if the company is unable to achieve
adjusted debt-to-EBITDA less than 8.0x. Also, if the company
remains unable to meet its springing fixed charge coverage
covenant in the event that availability under the revolver
approaches the minimum threshold, the ratings could be affected.

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

Headquartered in Norcross, Georgia, Euramax International, Inc. is
an international producer of value-added aluminum, steel, vinyl
and fiberglass products. For the 12 months ended September 30,
2012, the company generated revenues of $861 million and a net
loss of approximately $50 million.


FAIRWEST ENERGY: Obtains Initial Order Under CCAA
-------------------------------------------------
FairWest Energy Corporation has obtained an Initial Order on
Dec. 12, 2012 from the Court of Queen's Bench of Alberta granting
relief to FairWest under the Companies' Creditors Arrangement Act
("CCAA") and appointing PricewaterhouseCoopers Inc. as the monitor
(the "Monitor").  The terms and conditions of a restructuring plan
have not yet been determined.

The Initial Order provides that the operations of FairWest may
continue as usual and that FairWest management will remain
responsible for the day to day operations of FairWest.  The
Initial Order further provides that from and after the filing
date, obligations to employees, consultants, agents, experts,
accountants, counsel and other such persons can be met in the
ordinary course and all reasonable expenses incurred by FairWest
in carrying out its business in the ordinary course can be paid.

In conjunction with this application, the Company obtained
authorization and approval to enter into a commitment letter with
Supreme Group Inc. (the "DIP Lender") for the provision of debtor-
in-possession financing in the maximum amount of $700,000 and a
court ordered charge ranking senior in priority to existing
security interests to secure the Company's obligations to the DIP
Lender under such financing.

While FairWest is under CCAA protection, all proceedings against
it by its creditors are stayed.  The Initial Order grants FairWest
creditor protection under the CCAA for an initial period which
expires on Jan. 11, 2013.  The Monitor will monitor the property,
business and financial services of FairWest pursuant to the CCAA.

                       About FairWest Energy

FairWest is a Calgary, Alberta based junior oil and gas company
engaged in the acquisition, exploration, development and
production of crude oil, natural gas and natural gas liquids in
the provinces of Alberta and Saskatchewan.


FASTBUCKS HOLDING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: FastBucks Holding Corporation
        7920 Belt Line Road, Suite 600
        Dallas, TX 75254
        Tel: (214) 954-4135

Bankruptcy Case No.: 12-37793

Chapter 11 Petition Date: December 10, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Hirtzan Joseph Acosta, Esq.
                  LOOPER REED & MCGRAW, P.C.
                  1601 Elm Street, Suite 4100
                  Dallas, TX 75201
                  Tel: (214) 954-4135
                  Fax: (214) 953-1332
                  E-mail: jacosta@lrmlaw.com

                         - and ?

                  Micheal Wayne Bishop, Esq.
                  LOOPER, REED & MCGRAW, P.C.
                  1601 Elm Street, Suite 4600
                  Dallas, TX 75201
                  Tel: (214) 954-4135
                  Fax: (214) 953-1332
                  E-mail: mbishop@lrmlaw.com

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

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

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

The petition was signed by Charles Horton, president.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                             Case No.
        ------                             --------
FastBucks, Inc.                            12-37794
FastBucks Wage and Benefits,LLC            12-37795
FastBucks of Alamogordo, New Mexico, LLC   12-37796
FastBucks of Gallup, New Mexico, LLC       12-37797
FastBucks of Las Vegas, New Mexico, LLC    12-37798
FastBucks of Rio Rancho, New Mexico, LLC   12-37799
FastBucks of Roswell, New Mexico,LLC       12-37800


FL.INVEST: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: FL.Invest.USA Inc.
        aka FL. Invest USA, Inc.
        aka FL Invest USA, Inc.
        112 Capitol Trail
        Newark, DE 19711

Bankruptcy Case No.: 12-13295

Chapter 11 Petition Date: December 7, 2012

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

Judge: Kevin J. Carey

Debtor's Counsel: Ryan M. Ernst, Esq.
                  O'KELLY ERNST & BIELLI, LLC
                  901 N. Market Street
                  Suite 1000
                  Wilmington, DE 19801
                  Tel: (302) 778-4000
                  Fax: (302) 295-2873
                  E-mail: rernst@oeblegal.com

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

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

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/deb12-13295.pdf

The petition was signed by Mark Marinzoli, director.


FOUNTAIN PARK: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fountain Park, LLC
        6416 Pacific Hwy E
        Fife, WA 98424-1561

Bankruptcy Case No.: 12-48271

Chapter 11 Petition Date: December 7, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Brett L. Wittner, Esq.
                  KENT & WITTNER PS
                  4301 S Pine Ste 629
                  Tacoma, WA 98409
                  Tel: (253) 473-7200
                  E-mail: brett@kentwittnerlaw.com

Scheduled Assets: $7,624,020

Scheduled Liabilities: $14,011,483

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wawb12-48271.pdf

The petition was signed by Thomas W. Price, member of Prium
Companies, LLC.

Affiliates that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Hyun J. Um                             10-46731   08/17/2010
Thomas W. Price                        10-46732   08/17/2010
Hanna Heights, LLC                     12-46098   08/31/2012


FRONTLINE TECHNOLOGIES: Commences Restructuring Under BIA
---------------------------------------------------------
Frontline Technologies Inc. disclosed that, after consideration of
all viable alternatives, it is in the best interests of Frontline
Technologies and its stakeholders for Frontline Technologies to
commence restructuring proceedings under the Bankruptcy and
Insolvency Act ("BIA").

Accordingly, on Tuesday, Dec. 11, 2012, Frontline Technologies
filed a notice of intention to make a proposal under the BIA with
the Official Receiver.  The Notice of Intention has granted
Frontline Technologies BIA protection for an initial period of 30
days, expiring on Jan. 10, 2013.  While under protection,
creditors and others are stayed from enforcing any rights against
Frontline Technologies, giving Frontline Technologies the
opportunity to pursue restructuring alternatives.

Frontline Technologies' subsidiary, Frontline Technologies
Corporation, which offers IT infrastructure support and managed
services, also filed a notice of intention to make a proposal
under the BIA on Tuesday, Dec. 11, 2012.  The Subsidiary's normal
day-to-day IT infrastructure operations are expected to continue
without interruption.

Frontline Technologies' liquidity position has deteriorated as a
result of various factors, including, but not limited to, negative
cash flow from operations, an inability to secure additional
sources of financing and increasing pressure to make payments to
its creditors.  The BIA restructuring proceedings will allow
Frontline Technologies and the Subsidiary to deal decisively with
their cost and debt burdens and to narrow their strategic focus in
an effective and timely manner.  Frontline Technologies made this
decision with the unanimous approval of its Board of Directors
after thorough consultation with its advisors and extensive
consideration of all other alternatives.

Frontline Technologies has developed a plan to wind-down its
trading platform business while it transitions its customers on an
expedited basis to new service providers. The wind down process
may include speaking to parties interested in acquiring the
trading platform business.

Pursuant to the Notices of Intention, Duff & Phelps Canada
Restructuring Inc. has been appointed as proposal trustee that
will monitor the ongoing operations of Frontline Technologies and
of the Subsidiary while under BIA protection (in such capacities,
the "Trustee").


GRAPHIC PACKAGING: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate rating, on Atlanta, Ga.-based Graphic
Packaging International Inc. (Graphic Packaging). The rating
outlook is stable.

"We also assigned our 'BBB' issue-level ratings to the company's
proposed $300 million senior secured incremental term loan. The
recovery rating is '1', reflecting our expectation that lenders
can expect to achieve very high (90% to 100%) recovery in the
event of a payment default," S&P said.

Proceeds from the proposed term loan are to be used to repurchase
and cancel stock of Graphic Packaging Holding Co.

"The ratings affirmation reflects our expectation that Graphic
Packaging will be able to maintain its 'significant' financial
risk profile despite a modest increase in debt following the
announced acquisitions and proposed share repurchase," said
Standard & Poor's credit analyst Tobias Crabtree. "Specifically,
we forecast annual free cash flow in excess of $200 million in
2013 and 2014 and leverage declining to 3x over this period from
about 4x pro forma following the proposed transactions. In
addition, we view the acquisitions, share repurchase, and
incremental debt as not deviating substantially from management's
stated financial policy, which we view as consistent with a
significant financial risk profile."

"The ratings on Graphic Packaging reflect the combination of what
we consider to be its 'satisfactory' business risk and significant
financial risk profiles. We expect further leverage reduction from
free cash flow to result in leverage in the mid-3x area and funds
from operations (FFO) of about 20% at the end of 2013. We view
these credit metrics as consistent with the rating and our
assessment of the company's significant financial risk profile.
Our satisfactory business risk profile reflects our view of the
company's long-term customer relationships, position as the
largest North American producer of folding cartons with 32% market
share, and its value-added product mix. The ratings also
incorporate our expectations for no additional large debt-financed
acquisitions, share repurchases, or dividends to its concentrated
shareholder base," S&P said.

"The rating outlook is stable. We expect Graphic Packaging to
continue to generate relatively steady earnings and sizeable free
cash flow and remain committed to modest debt reduction, so that
credit measures remain in line with the ratings. Based on our
EBITDA projections, we expect free cash flow generation to be $200
million or more in each of the next two years, leverage to
approximate 3.5x, and FFO to debt to be about 20% by the end of
2013. We view these credit measures as consistent with the 'BB+'
corporate credit rating, given the company's satisfactory business
risk profile," S&P said.

"For a higher rating, our assessment of Graphic Packaging's
financial risk would need to improve to 'intermediate' from
'significant,' based on its satisfactory business risk profile.
This could occur if leverage was sustained at or below 3x and FFO
to debt above 30% and we viewed the company's financial policy as
consistent with a low-investment-grade rating. For this to occur,
earnings would have to improve more than 15% from our 2013 EBITDA
forecast and stay at that level, which we view as unlikely given
our cautious economic outlook. In addition, for a higher rating we
would have to anticipate that the company would finance any
potential dividends, share repurchases or acquisitions such that
credit metrics remained consistent with an intermediate profile,"
S&P said.

"We could lower the rating if free cash flow were to significantly
decline or be used for other activities, such as excessive
shareholder rewards, large acquisitions, or initiatives, causing
leverage to remain above 4x, with FFO to debt in the mid-teen
percentage area. This could occur with minimal debt reduction and
if EBITDA were to decline 15% from our 2013 forecast and stay at
that level," S&P said.


HAWAII MEDICAL: Hires Reid Collins as Litigation Counsel
--------------------------------------------------------
Hawaii Medical Center et al., are hiring Reid Collins & Tsai LLP
as special litigation counsel.

The Debtors seek authority to compromise or settle claims without
Court approval where the claim is pursued by RCT and the amount in
controversy is less than $100,000.  The Debtor claims in which the
amount in controversy is greater than $100,000 will be submitted
to the Court for approval in accordance with Federal Rule of
Bankruptcy Procedure 9019.

RCT will receive a contingent fee on recoveries obtained for the
Debtors and reimbursement of expenses.  RCT will receive a 35%
contingency fee on any gross recoveries obtained, along with
reimbursement of expenses of up to $50,000, paid from recoveries
obtained.

P. Jason Collins, a partner of RCT, attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and
McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors'
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  In its petition, Hawaii Medical Center estimated $50 million
to $100 million in assets and $100 million to $500 million in
debts.  The petitions were signed by Kenneth J. Silva, member of
the board of directors.

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the Petition Date, the aggregate outstanding
principal on the Prepetition MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is $46,851,772.  The principal
balance of the Prepetion MidCap Revolving Loan is $7,676,495.  The
amount owed under the Prepetition St. Francis Term Loan is
$39,175,277, secured by St. Francis's first priority lien on,
among other things, all real property of the Debtors.

Through the Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America LLC, discontinued management of the reorganized Debtors.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.  The
Debtors obtained confirmation of their Chapter 11 plan in May 2010
and emerged from bankruptcy in August 2010.

The Debtor disclosed $74,713,475 in assets and $91,599,563 in
liabilities as of the Chapter 11 filing.


HOSTESS BRANDS: Wants Control of Liquidation Case Until May 2013
----------------------------------------------------------------
Hostess Brands, Inc. and its five domestic direct and indirect
subsidiaries will appear before the Bankruptcy Court at a hearing
Dec. 21 to seek an extension of their exclusive periods to file
and solicit acceptances of a bankruptcy plan.

The Court's second extension order in August stretched the
Debtors' exclusive period to file a plan to Nov. 6, and the
deadline to secure plan votes to Jan. 7.  On Oct. 10, prior to the
expiration of the Exclusive Filing Period, the Debtors filed the
Joint Plan of Reorganization and Disclosure Statement, which
contemplated a stand-alone restructuring of the Debtors'
businesses with the Debtors emerging from bankruptcy post-
confirmation as operating entities.  The Plan was premised upon
the Debtors' ability to implement modifications to their
collective bargaining agreements with their unions.  The Debtors
recounted that the strikes by the Bakery, Confectionary, Tobacco
Workers and Grain Millers International Union  early November
resulted in material impairment of their operations and,
eventually, a complete shutdown of operations.  The Debtors
determined that the emergence of the Debtors from bankruptcy on a
going concern basis is no longer possible.  On Nov. 29, the
Debtors obtained final court approval to pursue an orderly
winddown of their businesses and the sale of substantially all of
their assets in chapter 11.

Hostess now wants the Court to extend the Exclusive Filing Period
by 120 days, through and including March 6, 2013; and the
Exclusive Solicitation Period through and including May 6, 2013.

"The direction of the Debtors' chapter 11 cases has fundamentally
changed since the Court signed the Second [Exclusivity] Extension
Order," Hostess said in court papers.

Hostess said it is unable at this time to determine whether or not
the Debtors are administratively solvent.  "Thus, it is unclear if
they will be able to propose a liquidating plan that proposes
payment of all outstanding administrative claims, but it is
possible.  However, even if the Debtors prove to be
administratively insolvent, there remains the prospect of
confirmation of a liquidating plan in these chapter 11 cases to
the extent administrative creditors agreed to compromise their
claims," Hostess said.

Since the Debtors ceased operations on Nov. 16, numerous potential
purchasers have reached out to the Debtors' investment banker,
Perella Weinberg Partners, LP, to express interest in acquiring
the Debtors' brands, bakeries and other assets. In response, the
Debtors and their advisors have initiated an aggressive process to
market their assets and develop a strategic plan to maximize
value.  The Debtors established a preliminary bid deadline of Dec.
10 and expect that most stalking horse purchase agreements that
will be executed will be executed in January and February 2013,
with auctions held in February and March of 2013 and thereafter.

"This timing suggests that, while the picture will become clearer
over time, the Debtors will not have a good sense of the proceeds
that the asset sale process will
bring until early next year.  This timing explains the Debtors'
request that the Exclusive Filing Period be extended into March
2013, as the Debtors do not desire to prepare a liquidating plan
if the sale process ultimately demonstrates that confirmation of
such a plan is not likely feasible," Hostess said.

                       About Hostess Brands

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

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

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

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

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

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

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

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

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.


HOSTESS BRANDS: Lewis Brothers Hires Schiff Hardin as Lawyers
-------------------------------------------------------------
Lewis Brothers Bakeries Inc. has hired itself a lawyer and filed a
notice of appearance and demand for service of papers in Hostess
Brands bankruptcy case.  Lewis is being represented by:

          J. Mark Fisher, Esq.
          Catherine Masters, Esq.
          Michael Ott, Esq.
          SCHIFF HARDIN LLP
          233 South Wacker Drive, Suite 6600
          Chicago, IL 60606
          Tel: 312-258-5500
          E-mail: mfisher@schiffhardin.com
                  cmasters@schiffhardin.com
                  mott@schiffhardin.com

               - and -

          Louis T. DeLucia, Esq.
          SCHIFF HARDIN LLP
          666 Fifth Avenue
          New York, NY 10103
          Tel: 212-753-5000
          Fax: 212-753-5044
          E-mail: Ldelucia@schiffhardin.com

Lewis Bakeries -- http://www.lewisbakeries.net/-- headquartered
in Evansville, Indiana, and with additional bakeries in
Murfreesboro Tennessee, Ft. Wayne, LaPorte and Vincennes, Indiana,
is one of the few remaining independent bakeries in the Midwest
and the largest wholesale bakery in Indiana, according to its Web
site.

Strikes by the Bakery, Confectionary, Tobacco Workers and Grain
Millers International Union early November resulted in material
impairment of Hostess' operations and, eventually, a complete
shutdown of operations.  On Nov. 29, the Debtors obtained final
court approval to pursue an orderly winddown of their businesses
and the sale of substantially all of their assets in chapter 11.

                       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.


HOSTESS BRANDS: Employees File Class Suit Over WARN Act Violations
------------------------------------------------------------------
William Dean, Robert Gregory, Henry Dini, Fred Shourds, and
Michael Jablonowski, on behalf of themselves and other similarly
situated individuals, commenced a class action against Hostess
Brands, Inc., IBC Sales Corporation, IBC Services, LLC, IBC
Trucking, LLC, Interstate Brands Corporation, and MCF Legacy,
Inc., for violations of the Worker Adjustment and Retraining
Notification Act, 29 U.S.C. Sec. 2101 et seq..  Dean et al. seek
to recover 60 days of wages and benefits from Hostess for Class
Members who were terminated without cause as part of plant
closings or mass layoffs ordered by Hostess without the notice
required by the WARN Act.  The Plaintiffs argued their post-
petition claims for wages under the WARN Act are entitled to first
priority administrative expense status under 11 U.S.C. Sec.
503(b)(1)(A).

The case is, William Dean, Robert Gregory, Henry Dini, Fred
Shourds, and Michael Jablonowski, Individually and as Class
Representatives on behalf of a Putative Class of all others
similarly situated, Plaintiffs, v. Hostess Brands, Inc., IBC Sales
Corporation; IBC Services, LLC, IBC Trucking, LLC, Interstate
Brands Corporation, and MCF Legacy, Inc., Defendants, Adv. Proc.
No. 12-_____ (Bankr. S.D.N.Y.).

The Plaintiffs are represented by:

          David S. Preminger, Esq.
          KELLER ROHRBACK L.L.P.
          770 Broadway, Second Floor
          New York, NY 10003
          Tel: (646) 495-6198
          Fax: (646) 495-6197
          E-mail: dpreminger@kellerrohrback.com

               - and -

          Lynn L. Sarko, Esq.
          Mark Griffin, Esq.
          Tana Lin, Esq.
          Deirdre Glynn Levin, Esq.
          KELLER ROHRBACK L.L.P.
          1201 Third Avenue, Suite 3200
          Seattle, WA 98101
          Tel: (206) 623-1900
          Fax: (206) 623-3384

               - and -

          Gary A. Gotto, Esq.
          KELLER ROHRBACK P.L.C.
          3101 N Central Ave., Ste. 1400
          Phoenix, AZ 85012-2643
          Tel: (602) 248-0088
          E-mail: ggotto@kellerrohrback.com

                       About Hostess Brands

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

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

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

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

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

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

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

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

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.


HOSTESS BRANDS: Taps Hilco Industrial et al., as Marketing Agents
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene hearing on Dec. 21, 2012, at 10 a.m., to consider
Hostess Brands, Inc., et al.'s request to employ Hilco Industrial,
LLC, Hilco IP Services, LLC and Hilco Real Estate, LLC as
consulting and marketing agents; and obtain related postpetition
financing.

Objections, if any, are due 4 p.m. on Dec. 14, 2012.

In relation to the employment of Hilco, the Debtors request that
the Court approve the terms and conditions of the Consulting and
Marketing Services Agreement for Real Property and Other Assets
dated Dec. 7, 2012, by and between Hilco and the Debtors.

Pursuant to the agreement, the Debtors intend to:

   1. obtain a postpetition secured credit in an aggregate amount
      not to exceed $30 million; grant a superpriority
      administrative expense claim status to claims of Hilco for
      repayment of the loan and all accrued and unpaid interest
      thereon (but which is junior to the superpriority
      administrative expense claims of the senior secured
      revolving credit lenders;

   2. as security for the repayment of the loan and all accrued
      and unpaid interest thereon, grant Hilco security interests
      in and liens on the Hilco Collateral that prime the liens of
      all of the secured lenders other than the senior secured
      revolving credit lenders; and

   3. seek approval of the Eighth Amendment to the DIP Credit
      Agreement to facilitate the transaction.

The material terms of the loan, include, among other things:

Lender:                             Hilco

Commitment:                         A second priority secured loan
                                    in the aggregate amount of
                                    $30 million, payable to the
                                    Debtors in cash within two
                                    business days of the entry of
                                    the proposed order granting
                                    the motion.

Maturity:                           The loan and any accrued and
                                    unpaid interest thereon will
                                    be repaid in full no later
                                    than the date that is 180 days
                                    after the agreement date.

Interest Rate:                      6.5% per annum on the unpaid
                                    principal amount of the loan.

Under the terms of the agreement, Hilco will receive these
payments in exchange for the services in connection with the wind-
down:

   a) Hilco will be entitled to charge, withhold from proceeds and
      retain for its own account an industry-standard "buyer's
      premium" of 15% of the sale price received from the sale of
      M&E.  The Debtors will be entitled to a rebate of all
      collected buyer's premiums in an amount equal to 1.5% of the
      sale price received from the sale of the applicable M&E,
      payable within 10 business days of Hilco's collection of the
      applicable buyer's premium.

   b) Hilco has agreed to perform the IP Services for no
      additional compensation beyond that earned in connection
      with the Real Estate Services and the M&E Services.  In the
      event that Hilco and the Debtors agree to expand the scope
      of the IP Services beyond that set forth in the agreement,
      Hilco will be entitled to such compensation as is mutually
      agreed upon by Hilco and the Debtors, subject to the Court's
      approval of the expanded scope and compensation.

   c) In no event will Hilco earn aggregate compensation under the
      Agreement on account of Services rendered of less than
      $2,000,000.

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

                       About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Hearing on Exclusivity Extension Set for Dec. 21
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Dec. 21, 2012, at 10 a.m., to consider
Hostess Brands, Inc., et al.'s third motion for extension of their
exclusivity periods.  Objections, if any, are due Dec. 14.

The Debtors are requesting that the Court extend their exclusive
periods to propose a Chapter 11 plan and solicit acceptances for
that plan until March 6, 2013, and May 6, respectively.

According to the Debtor, they have determined that the emergence
of the Debtors from bankruptcy on a going concern basis is no
longer possible.  Accordingly, the Debtors are now pursuing an
orderly wind-down of their businesses and the sale of
substantially all of their assets in Chapter 11.  The Court
approved on Nov. 30, the Debtors' wind-down motion.

In this relation, the Debtors are winding down their businesses
and have commenced a sale process for all of their assets that
they expect will continue over the next several months.

                       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.


INSPIRATION BIOPHARMACEUTICALS: DIP Financing Hiked to $4.8-Mil
---------------------------------------------------------------
U.S. Bankruptcy Judge William C. Hillman has approved a
stipulation between Inspiration Biopharmaceuticals Inc. and Ipsen
Pharma S.A.S.

Under the stipulated order, the Debtor is authorized to borrow on
an interim basis, $4,800,000 from the $4,500,000 originally
approved, through Dec. 14, 2012.  The Court will hold a final
hearing on the DIP loan that day.

The deadline for the Official Committee of Unsecured Creditors and
the Office of the United States Trustee to file objections to the
postpetition financing has been extended to Dec. 12.

               About Inspiration Biopharmaceuticals

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

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

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

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

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


INSPIRATION BIOPHARMACEUTICALS: Can Employ FTI's Michael Nowlan
---------------------------------------------------------------
U.S. Bankruptcy Judge William C. Hillman has authorized
Inspiration Biopharmaceuticals Inc. to employ FTI Consulting Inc.
as Turnaround Manager.  Specifically, and in connection with the
employment order, the Debtor is authorized to hire Michael Nowlan
as Chief Restructuring Officer.

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

               About Inspiration Biopharmaceuticals

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

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

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

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

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


INSPIRATION BIOPHARMACEUTICALS: THG OK'd as Committee's Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Inspiration Biopharmaceuticals, Inc., to retain
Hawthorne Consulting Group, Inc. as its financial advisor.

As reported in the Troubled Company Reporter on Dec. 5, 2012, THG
is expected to, among other things:

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

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

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

The hourly rates of THG's personnel are:

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

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

               About Inspiration Biopharmaceuticals

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

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

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen is also owed
$19.4 million in unsecured debt.  There is another $12 million in
unsecured claims.  Ipsen is pledged to provide $18.3 million in
financing.  The Debtor disclosed $20,383,300 in assets and
$241,049,859 in liabilities.

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

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


INSPIRATION BIOPHARMACEUTICALS: Severance Plan and KEIP Okayed
--------------------------------------------------------------
The Hon. William C. Hillman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Inspiration
Biopharmaceuticals, Inc., to enter into a postpetition severance
plan, and key employee incentive plan.

The Court also ordered that the release to be granted by eligible
employees for participating in the severance plan will not include
claims for accrued vacation time and any claims for
indemnification, contribution, reimbursement, or any right to
payment under any director and officer insurance policy and
organization document.

The KEIP is approved, as modified.  In the event that one or more
sale transaction(s) are consummated having an aggregate minimum
upfront cash component of at least $40,000,000, then in the event
employees of the Debtor at the time of sale will be entitled to an
incentive payment, as a percentage of their annual salary, based
upon these increments:

          $40MM   $50MM   $60MM   $70MM   $80MM   $90MM   $100MM
          -----   -----   -----   -----   -----   -----   ------
Senior
Leadership
Team       50%     65%     80%     95%     110%    125%    150%

Key
Staff      50%     55%     60%     65%      70%     75%     85%

The KEIP payments will be paid only from the proceeds of the sale
of the debtor's assets subject to the security interest of Ipsen
Pharma, S.A.S., or from the sale of the Ipsen participating
assets.

               About Inspiration Biopharmaceuticals

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

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

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen is also owed
$19.4 million in unsecured debt.  There is another $12 million in
unsecured claims.  Ipsen is pledged to provide $18.3 million in
financing.  The Debtor disclosed $20,383,300 in assets and
$241,049,859 in liabilities.

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

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


INSPIRATION BIOPHARMACEUTICALS: Files Schedules of Assets & Debts
-----------------------------------------------------------------
Inspiration Biopharmaceuticals, Inc., filed with the U.S.
Bankruptcy Court for the District of Massachusetts its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $20,383,300
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $203,308,810
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $148,886
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $37,597,163
                                 -----------      -----------
        TOTAL                    $20,383,300     $241,049,859

A copy of the schedules is available for free at
http://bankrupt.com/misc/INSPIRATION_BIOPHARMA_sal.pdf

               About Inspiration Biopharmaceuticals

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

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

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen is also owed
$19.4 million in unsecured debt.  There is another $12 million in
unsecured claims.  Ipsen is pledged to provide $18.3 million in
financing.  The Debtor disclosed $20,383,300 in assets and
$241,049,859 in liabilities.

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

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


INSPIRATION BIOPHARMACEUTICALS: Hearing on Cash Use Friday
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
continued until Dec. 14, 2012, at 9;30 a.m., the hearing to
consider Inspiration Biopharmaceuticals, Inc.'s motions to:

   i) use of cash collateral;

  ii) set bidding procedures in connection with marketing
      and proposed sale of substantially all of its assets, credit
      bid waiver threshold and release of certain claims;

iii) employ Evercore Group, LLC as investment banker for a
      limited purpose; and

  iv) modify agreements with CMC ICOS Biologics, Inc., and to
      assume the agreements as modified.

The Debtor sought for a continuance of the hearings scheduled
early this month because of the objections filed to the motions.

On Nov. 29, the U.S. Trustee's objected to the marketing and
proposed sale of substantially all of its assets, credit bid
waiver threshold and release of certain claims because, among
other things:

   -- Ipsen Pharma, S.A.S., the Debtor's purported primary lender,
      largest unsecured creditor and an insider, is using its
      influence over the Debtor to orchestrate a Section 363 sale
      of non-debtor and non-estate assets, which is simply not
      authorized under the Bankruptcy Code.

   -- by the bidding procedures, the Debtor is not simply seeking
      approval of procedures but is attempting to resolve all
      issues relating to the plan process and distribution under a
      Plan.

   -- the motion contemplated by Ipsen and the Debtor is not
      designed to maximize value for the Debtor's estate and the
      creditors thereof, prevents competing offers and results in
      an unfair sale process.

               About Inspiration Biopharmaceuticals

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

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

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen is also owed
$19.4 million in unsecured debt.  There is another $12 million in
unsecured claims.  Ipsen is pledged to provide $18.3 million in
financing.  The Debtor disclosed $20,383,300 in assets and
$241,049,859 in liabilities.

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

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


INTERNATIONAL LEASE: AIG Deal Cues Fitch to Affirm 'BB' IDR
-----------------------------------------------------------
Fitch Ratings has affirmed International Lease Finance
Corporation's (ILFC) Issuer Default Rating (IDR) at 'BB'. The
Rating Outlook remains Stable.

The rating action follows the announcement that American
International Group (AIG) has entered into an agreement to sell
the majority of its ownership stake in ILFC to a consortium of
Chinese firms. Once successfully completed, this transaction would
conclude a lengthy sale process and resolve long-standing
uncertainty about ILFC's long-term ownership.

Fitch would expect ILFC's management team, fundamental strategy
and market presence to remain largely unchanged for the
foreseeable future. Over time, Fitch will assess the role ILFC's
new owners will play in setting the strategic direction of the
company.

Fitch has viewed ILFC's ratings on a standalone basis, without any
uplift for AIG's ownership, since they were downgraded to the
current level in February 2010. Inability to complete the proposed
sale for regulatory or other reasons may have a negative impact on
ILFC's ratings as a result of increased strategic uncertainty.

The transaction would value ILFC at $5.28 billion, which is a
material discount to the current book equity value of $7.87
billion. Fitch expects that the purchase accounting adjustments
required under general acceptable accounting principles (GAAP) may
significantly alter ILFC's balance sheet. However, the economic
fundamentals of the business (including operating cash flows,
liquidity, debt obligations and aircraft fleet) are expected to
remain unchanged.

ILFC's ratings and Stable Outlook continue to be supported by the
company's stable operating cash flow profile, funding diversity
and sizeable market position. The main constraints on the ratings
include lack of consistent profitability, uncertainty regarding
aircraft residual values and a less attractive fleet profile than
higher-rated peers.

The resolution of the uncertainty regarding ILFC's ultimate
ownership is viewed as generally positive. However, the potential
longer-term influence of the ownership group on ILFC's leverage,
growth strategy, lease rates, customer base, geographic
concentration and/or mix of aircraft manufacturers are all
considerations which could impact Fitch's rating or rating outlook
for ILFC in the future. Furthermore, the credit profiles and
capital needs of ILFC's new ownership group will need to be
considered in the context of their impact on the financial
resources and flexibility of ILFC.

Rating Drivers and Sensitivities

Many details of the proposed transaction have yet to be finalized
and Fitch will continue to assess the potential changes to ILFC's
corporate governance and long-term strategy. A meaningful change
in ILFC's growth plans may influence Fitch's long-term view of the
ratings. Furthermore, any adverse impact on ILFC's current funding
facilities or future availability of credit may have a negative
impact on its ratings.

ILFC's ratings are constrained by the company's lack of
profitability over the past two fiscal years, which has been
caused by significant impairment charges on older aircraft, as
well as the weighted average age of its fleet, which is older than
other Fitch-rated peers. In addition to the factors outlined
above, negative momentum for the ratings and/or Rating Outlook
could result from inability to access capital markets to fund debt
maturities or purchase commitments, deterioration in operating
cash flow or a permanent increase in balance sheet leverage.

While positive rating momentum is not likely in the near term,
over a longer-term time horizon, positive drivers would include
consistent profitability, demonstrated funding flexibility,
commitment to reduced leverage levels and a robust corporate
governance structure.

ILFC is a market leader in the leasing and remarketing of
commercial jet aircraft to airlines around the world. As of Sept.
30, 2012, ILFC owned an aircraft portfolio with a net book value
of approximately $35 billion, consisting of 918 jet aircraft.

Fitch has affirmed the following ratings:

International Lease Finance Corp.
-- Long-term Issuer Default Rating at 'BB'; Outlook Stable;
-- Senior secured notes at 'BBB-';
-- Senior unsecured debt at 'BB';
-- Preferred stock at 'B'.

Delos Aircraft Inc.
-- Senior secured debt at 'BB'.

Flying Fortress Inc.
-- Senior secured debt at 'BB'.

ILFC E-Capital Trust I
-- Preferred stock at 'B'.

ILFC E-Capital Trust II
-- Preferred stock at 'B'.


JESUP HOSPITALITY: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: Jesup Hospitality, Inc.
        3702 Inverness Way
        Augusta, GA 30907

Bankruptcy Case No.: 12-12246

Chapter 11 Petition Date: December 7, 2012

Court: United States Bankruptcy Court
       Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: James C. Overstreet, Jr., Esq.
                  KLOSINSKI OVERSTREET, LLP
                  #7 George C. Wilson Ct.
                  Augusta, GA 30909
                  Tel: (706) 863-2255
                  Fax: (706) 863-5885
                  E-mail: jco@klosinski.com

Scheduled Assets: $1,723,000

Scheduled Liabilities: $2,367,591

A copy of the Company's list of its six largest unsecured
creditors is available for free at
http://bankrupt.com/misc/gasb12-12246.pdf

The petition was signed by Jugal Purohit, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Madison Hotels, LLC                    12-11637   09/12/12
Washington Hospitality, LLC            12-12116   11/16/12


K-V PHARMACEUTICAL: Secures Commitment for $85 Million Loan
-----------------------------------------------------------
K-V Pharmaceutical Company has received a commitment from lenders
led by an affiliate of Silver Point Finance LLC for $85 million in
senior secured post-petition debtor-in-possession financing, which
the Company intends to use to, among other things, satisfy the
terms of its recently filed settlement agreement with Hologic,
Inc., provide additional financial flexibility during the pendency
of the Company's Chapter 11 proceeding and fund certain payments
under a proposed reorganization plan.  The new DIP financing, the
Hologic Settlement and the reorganization plan (and related
disclosure statement) are each subject to approval of the U. S.
Bankruptcy Court for the Southern District of New York, the
Honorable Judge Allan L. Gropper presiding.

The Hologic Settlement confirms K-V's continued ownership of
Makena and will resolve all bankruptcy related disputes between K-
V and Hologic, and provides for mutual releases of all claims
between the parties.

Under the proposed reorganization plan, K-V expects to emerge from
Chapter 11 with its entire product portfolio, including Makena,
Clindesse, Gynazole-1 and Evamist.  The Company has provided and
is committed to continue to provide its women's health care
products without interruption to meet the needs of the health care
providers and patients it serves.

Prior to the funding of the DIP financing facility, K-V intends to
file with the Bankruptcy Court a proposed reorganization plan, a
related disclosure statement, and a plan support agreement (PSA)
with an ad hoc group of senior secured noteholders.  The principal
terms of the proposed reorganization plan are contained in a plan
term sheet filed with the motion to approve the DIP financing
filed with the Bankruptcy Court, which together with other
documents from the Chapter 11 cases, can be found at
http://dm.epiq11.com/KVD

The DIP Lenders consist of affiliates or funds of each of Silver
Point Finance, LLC, Whitebox Advisors, LLC, and Pioneer Investment
Management, Inc.

                     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.


LAKEWOOD ENGINEERING: Supreme Court Won't Hear Trademark Dispute
----------------------------------------------------------------
Terry Baynes, writing for Reuters, reports the U.S. Supreme Court
on Monday refused to resolve the question of what happens to the
license to use a trademark when the owner of that trademark goes
through bankruptcy.  In an order, without comment, the high court
rejected a request from Jarden Consumer Solutions to help settle a
conflict between federal courts of appeal over whether trademark
licenses survive bankruptcy.

Reuters relates the case involves Lakewood Engineering &
Manufacturing Co, a consumer products company that outsourced the
manufacturing of box fans bearing its trademark to Chicago
American Manufacturing.  Lakewood's creditors in 2009 filed an
involuntary bankruptcy petition against the company.  The
bankruptcy trustee rejected Lakewood's supply contract with
Chicago American and sold the bulk of Lakewood's assets to the
highest bidder, Jarden.  Chicago American continued to produce
fans with the Lakewood trademark, prompting a lawsuit by the
trustee and later Jarden for trademark infringement.  But the
bankruptcy court found that even though the trustee had rejected
the contract, Chicago American could continue to use the Lakewood
trademark.

According to the report, the U.S. Court of Appeals for the Seventh
Circuit reached the same conclusion in July, breaking with a 1985
ruling from the 4th Circuit, Lubrizol Enterprises v. Richmond
Metal Finishers, which found that a trustee's rejection of a
licensing agreement terminated all rights to continue to use the
debtor's intellectual property.

Reuters notes that, in response to that 4th Circuit ruling,
Congress in 1988 changed the bankruptcy code to allow holders of
intellectual property licenses from a debtor to retain their
rights even if a trustee rejects the licensing agreement in a
bankruptcy. However, in its definition of "intellectual property,"
Congress included patents and copyrights but not trademarks. For
decades, that left the holders of trademark licenses at risk of
losing their rights if the licensing agreement was rejected in a
bankruptcy.

But the 7th Circuit extended the protection to trademark licenses
in July, acknowledging that its decision created a division
between the federal courts of appeal, Reuters says.

"We think this is going to interfere with the bankruptcy process
and lead to the dilution of trademark rights by creating
uncertainty regarding the parties' trademark rights and
obligations post-rejection in bankruptcy," said Leonard Feldman,
Esq., Jarden's appellate lawyer at Stoel Rives, according to the
report.

Reuters notes Chicago American's lawyer, David Goroff, Esq., at
Foley & Lardner, said the 7th Circuit ruling provided clear
guidance to both sides on trademark licenses.  "If you have a
license, you don't have to fear that bankruptcy means (your
rights) disappear in a flash," he said.

The case is Sunbeam Products Inc v. Chicago American
Manufacturing, No. 12-431.


LAVEN HOSPITALITY: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Laven Hospitality, LLC
        1623 SW 1st Avenue
        Ocala, FL 34471

Bankruptcy Case No.: 12-18535

Chapter 11 Petition Date: December 10, 2012

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $463,000

Scheduled Liabilities: $1,968,690

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-18535.pdf

The petition was signed by Dawn Tottel, Manager of Hanar, LLC,
manager.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Chaps Hospitality, LLC                12-05072            04/02/12
Hanar, LLC                            12-04470            07/06/12
Laan Hospitalities, LLC               12-00252            01/17/12
U.S. Land Trust No. 99                12-01855            02/10/12
VLG Hospitality, LLC                  12-01689            02/07/12


LBI MEDIA: S&P Ups CCR to 'CC' on Discount Note Interest Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Burbank, Calif.-based LBI Media Inc. (LBI) to 'CC' from
'D'. The outlook is negative.

"The issue-level rating on the company's 8.5% senior subordinated
notes due 2017 remains 'CC', and the recovery rating on this debt
remains unchanged at '6' (0% to 10% recovery expectation). Upon
the exchange, we will lower the issue-level rating on the 8.5%
senior subordinated notes due 2017 to 'D'," S&P said.

The issue-level rating on the company's 9.25% senior secured notes
due 2019 remains 'CCC'. The recovery rating on this debt remains
unchanged at '3' (50% to 70% recovery expectation).

"We raised the corporate credit rating to 'CC' from 'D' based on
LBI Media Holdings' disclosure that it made the interest payment
(about $3.8 million) on its 11% senior discount notes and had
cured the default," said Standard & Poor's credit analyst Minesh
Patel.

"On July 17, 2012, LBI announced its intent to deleverage its
balance sheet by reducing the outstanding principal amount of debt
issued by LBI and LBI Media Holdings. Subject to conditions, the
company had offered to exchange at below par value new second-
priority secured springing subordinated notes due 2020 or holding
company notes due 2017 for its 8.5% subordinated notes and 11%
discount notes. As of Dec. 10, 2012, noteholders had tendered
76.3% of the principal amount of outstanding senior subordinated
notes, and 72.7% of the principal amount of the outstanding senior
discount notes not held by LBI Media Holdings (about 83.3%
including debt held by the company). We estimate the company has
the required consent from senior subordinated noteholders and the
senior discount noteholder to modify their debt indentures. The
exchange is conditioned upon, among other things, an amendment of
the existing senior secured note indenture to allow for the subpar
debt exchange. As of Dec. 10, 2012, LBI has consent from holders
of about 29% of the outstanding principal balance. The amendment
requires the consent from holders of more than 50% of principal,"
S&P said.

"We view LBI's business risk profile as 'weak' (as per our
criteria), given its cash flow concentration in a small number of
large U.S. Hispanic markets, intense competition for audiences and
advertisers from much larger rivals like Univision Communications
Inc., and risks surrounding TV network start-ups. In the third-
quarter 2012, revenue grew 5.3% over the prior-year period, led by
7.6% growth in the TV segment. EBITDA declined by 23% because of
ongoing investments in programming and increased administration
costs. We view the company's financial risk profile as 'highly
leveraged.' Debt to EBITDA (adjusted for operating leases and
including the 11% holding company senior discount notes) was
extremely high, at 23x and EBITDA coverage of interest was
fractional, at 0.5x for the 12 months ended Sept. 30, 2012. We
expect EBITDA coverage of interest to remain meaningfully less
than 1x over the intermediate term, causing LBI to rely on
revolver availability to meet a portion of cash interest
payments," S&P said.


LCI HOLDING: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: LCI Holding Company, Inc.
        5340 Legacy Drive
        Building 4, Suite 150
        Plano, TX 75024

Bankruptcy Case No.: 12-13319

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                                       Case No.
     ------                                       --------
     Boise Intensive Care Hospital, Inc.          12-13331
     CareRehab Services, L.L.C.                   12-13332
     Crescent City Hospitals, L.L.C.              12-13333
     LCI Healthcare Holdings, Inc.                12-13330
     LCI Holdco, LLC                              12-13329
     LCI Intermediate Holdco, Inc.                12-13328
     LifeCare Ambulatory Surgery Center, Inc.     12-13334
     LifeCare Holding Company of Texas, LLC       12-13335
     LifeCare Holdings, Inc.                      12-13321
     LifeCare Hospital at Tenaya, LLC             12-13326
     LifeCare Hospitals, LLC                      12-13336
     LifeCare Hospitals of Chester County, Inc.   12-13337
     LifeCare Hospitals of Dayton, Inc.           12-13338
     LifeCare Hospitals of Fort Worth, L.P.       12-13339
     LifeCare Hospitals of Mechanicsburg, LLC     12-13324
     LifeCare Hospitals of Milwaukee, Inc.        12-13323
     LifeCare Hospitals of New Orleans, L.L.C.    12-13340
     LifeCare Hospitals of North Carolina, LLC    12-13341
     LifeCare Hospitals of North Texas, L.P.      12-13342
     LifeCare Hospitals of Northern Nevada, Inc.  12-13343
     LifeCare Hospitals of Pittsburgh, LLC        12-13344
     LifeCare Hospitals of San Antonio, LLC       12-13345
     LifeCare Hospitals of Sarasota, LLC          12-13327
     LifeCare Hospitals of South Texas, Inc.      12-13346
     LifeCare Investments, L.L.C.                 12-13347
     LifeCare Investments 2, LLC                  12-13348
     LifeCare Management Services, L.L.C.         12-13349
     LifeCare REIT 1, Inc.                        12-13320
     LifeCare REIT 2, Inc.                        12-13350
     LifeCare Specialty Hospital of
       North Louisiana, LLC                       12-13325
     NextCARE Specialty Hospital of Denver, Inc.  12-13351
     NextCARE Hospitals/Muskegon, Inc.            12-13352
     Pittsburgh Specialty Hospital, LLC           12-13353
     San Antonio Specialty Hospital, Ltd.         12-13322

Type of Business: LifeCare Holdings, Inc., 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.

                  Web site: http://www.lifecare-hospitals.com/

Chapter 11 Petition Date: December 11, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtors'
Counsel:   Anthony W. Clark, Esq.
           SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
           One Rodney Square
           Wilmington, DE 19899
           Tel: (302) 651-3000
           Fax: (302) 651-3001
           E-mail: anthony.clark@skadden.com

           Kenneth S. Ziman, Esq.
           SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
           Four Times Square
           New York, NY 10036-6522
           Tel: (212) 735-3000
           Fax: (212) 735-2000
           E-mail: ken.ziman@skadden.com

           Felicia Gerber Perlman, Esq.
           Matthew N. Kriegel, Esq.
           SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
           155 N. Wacker Drive
           Chicago, IL 60606
           Tel: (312) 407-0700
           Fax: (312) 407-0411
           E-mail: felicia.perlman@skadden.com
                   matthew.kriegel@skadden.com

Debtors'
Conflicts
Counsel:   David R. Hurst, Esq.
           YOUNG CONAWAY STARGATT & TAYLOR, LLP
           The Brandywine Bldg., 17th Fl
           1000 West Street
           Wilmington, DE 19801
           Tel: (302) 571-6600
           E-mail: dhurst@ycst.com

Debtors'
Financial
Advisor
and
Investment
Banker:    ROTHSCHILD INC.

Debtors'
Claims and
Noticing
Agent:     KURTZMAN CARSON CONSULTANTS LLC
           2335 Alaska Ave
           El Segundo, CA 90245

Total Assets: $422 million as of Sept. 30, 2012.

Total Liabilities: $575.9 million as of Sept. 30, 2012.

The petitions were signed by Phillip B. Douglas, chief executive
officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
US Bank NA                         Subordinated       $128,108,482
CM-9690                            Notes
PO Box 70870
St. Paul, MN
55170-9690

Vibra Healthcare LLC               Promissory           $2,500,000
4550 Lena Dr                       Note
Suite 225
Mechanicsburg, PA
17055

Recover Care LLC                   Accounts               $301,653
Key Bank - Lock                    Payable
Bank #713222
895 Central Ave.
Ste 660
Cincinnati, OH
45202

Medline Industries, Inc.           Accounts               $144,659
                                   Payable

BMA of Northwest LA                Accounts                $77,555
                                   Payable

Crest Services                     Accounts                $60,467
                                   Payable

West Penn Allegheny                Accounts                $57,324
Health System                      Payable

Quest Diagnostics, Inc.            Accounts                $56,588
                                   Payable

Baxter Healthcare Corp.            Accounts                $47,529
                                   Payable

A Vital Response Inc.              Accounts                $46,326
                                   Payable

American Express                   Accounts                $45,000
                                   Payable

Pharmacy Onesource Inc.            Accounts                $43,459
                                   Payable

Purity Dialysis                    Accounts                $42,856
                                   Payable

Dallas Acute Dialysis              Accounts                $34,945
                                   Payable

Healthland                         Accounts                $29,627
                                   Payable

C R Bard Inc.                      Accounts                $29,612
                                   Payable

Abbott Nutrition                   Accounts                $28,781
                                   Payable

Dialysis Clinic Inc.               Accounts                $28,755
                                   Payable

Siemens Healthcare Diagnostics     Accounts                $28,712
Siemens Med Solutions              Payable
Diagnostics

Cbiz Valuation Group LLC           Accounts                $27,268
                                   Payable

Angelica Textile Services Inc.     Accounts                $25,279
                                   Payable

Stericycle                         Accounts                $24,529
                                   Payable

Hemodialysis Services Inc.         Accounts                $24,342
                                   Payable

Dell Financial Services            Accounts                $24,161
Payment Processing Center          Payable

KCI USA                            Accounts                $23,426
                                   Payable

Healthcare Services Group Inc.     Accounts                $23,351
                                   Payable

Giant Eagle Inc.                   Accounts                $23,275
                                   Payable

Vista Staffing Solutions Inc.      Accounts                $23,205
                                   Payable

US Med-Equip Inc.                  Accounts                $23,103
                                   Payable

Burton Auto Supply                 Accounts                $21,469
                                   Payable


LEHI ROLLER: Files Bankruptcy in Salt Lake City
-----------------------------------------------
Lehi Roller Mills Co., Inc., filed for Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 12-35291) on Dec. 6, 2012, estimating
under $50,000 in both assets and liabilities.  Judge R. Kimball
Mosier oversees the case.

Sam Penrod at Deseret News reports a company spokesperson Rick
Brown said the company hopes to reorganize, eventually emerge from
bankruptcy and stay in business.  "We are still in business," Mr.
Brown said. "It is business as usual. Now, with a new financial
plan to give us a good financial basis, we can go forward."

Deseret News relates the company has been in financial trouble
since 2009, when its accounts were frozen and a line of credit
withdrawn to prevent budget shortages. A lawsuit was filed earlier
this year after the company failed to pay employees, but the suit
was dropped after the employees were paid.

Lehi Roller Mills sells a variety of retail products. But the
majority of the company's sales of wheat and flour are to
commercial customers.

Lehi Roller Mills Co., based in Lehi, Utah, is represented by:

    Jeffrey Q. Cardon, Esq.
    HILL, JOHNSON & SCHMUTZ, LC
    P.O. Box 971597
    Orem, UT 84097-1597
    Tel: (801) 375-6600
    Fax : (801) 375-3865
    Email: jcardon@hjslaw.com

Jeffrey Weston Shields filed a notice of appearance and request of
notice in the case, on behalf of Transportation Alliance Bank Inc.


LEHMAN BROTHERS: Court Approves A&M's $42 Million Bonus
-------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved Alvarez & Marsal
North America LLC's application for final allowance of incentive
fees it earned during the period September 15, 2008 to March 6,
2012.

In a three-page order, the bankruptcy court approved the firm's
so-called asset management incentive fee of $29,649,366, which it
earned before November 28.  The payment will be made pursuant to
Lehman's Chapter 11 plan.

The bankruptcy court also ordered the payment of the firm's
claims management incentive fees in the sum of $12.38 million.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIFECARE HOLDINGS: Moody's Cuts PDR to 'D' After Ch. 11 Filing
--------------------------------------------------------------
Moody's Investors Service lowered LifeCare Holdings, Inc.'s
corporate family rating to Ca from Caa3 and the probability of
default rating to D from Ca/LD. The ratings were downgraded
because LifeCare filed voluntary petitions for reorganization
under Chapter 11 in the U.S. Bankruptcy Court for the District of
Delaware. As part of this action, Moody's also affirmed the
subordinated notes rating at C.

The following rating actions were taken:

  Corporate family rating downgraded to Ca from Caa3;

  Probability of default rating downgraded to D from Ca/LD;

  $119 million sr. subordinated notes, due August 2013, affirmed
  at C and LGD rate changed to LGD6, 90% from LGD5, 75%;

  Speculative-grade liquidity rating, affirmed at SGL-4.

Ratings Rationale

Subsequent to the actions, Moody's will withdraw the ratings
because LifeCare has entered bankruptcy.

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

Headquartered in Plano, TX, LifeCare operates 27 long-term acute
care hospitals in ten states. The company's facilities include
eight "hospital within a hospital" facilities ("HWH") and 19 free-
standing facilities. In addition, the company holds a 50%
investment in a joint venture for a long-term care hospital. Prior
entering to Chapter 11, LifeCare was owned by Carlyle.


LIN TELEVISION: Moody's Assigns 'Ba2' CFR; Rates Revolver 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to LIN Television
Corporation's proposed $75 million 1st lien secured revolver. The
new revolver is being extended one year to October 2017 and
pricing on the existing term loan B is being reduced. Proposed
terms under the credit agreement include relaxing financial
covenant levels and eliminating step downs. Moody's affirmed LIN's
B2 Corporate Family Rating (CFR) and Probability of Default Rating
(PDR), as well as the SGL-2 Speculative Grade Liquidity (SGL)
Rating. The rating outlook remains stable.

Assigned:

  Issuer: LIN Television Corporation

   NEW $75 million 1st Lien Sr Secured Revolver: Assigned Ba2,
   LGD2 -- 18%

Affirmed:

  Issuer: LIN Television Corporation

   Corporate Family Rating: Affirmed B2

   Probability of Default Rating: Affirmed B2

   1st lien sr secured term loan A due 2017 ($124.5 million
   outstanding): Affirmed Ba2, LGD2 -- 18%

   1st lien sr secured term loan B ($258.1 million outstanding):
   Affirmed Ba2, LGD2 -- 18%

   $200 million of 8.375% sr notes due 2018: Affirmed B3, LGD5 --
   75%

   $290 million of 6.375% sr notes due 2021: Affirmed B3, LGD5 --
   75%

   Speculative Grade Liquidity Rating: Affirmed SGL -- 2

Outlook Actions:

  Issuer: LIN Television Corporation

    Outlook is Stable

To be withdrawn upon closing of the transaction:

  Issuer: LIN Television Corporation

   EXISTING 1st lien sr secured revolver due 2016, Ba2, LGD2 --
   18%: To be withdrawn

Ratings Rationale

LIN's B2 Corporate Family Rating (CFR) reflects high leverage with
a 2-year average debt-to-EBITDA ratio of 5.1x (including Moody's
standard adjustments) estimated for December 31, 2012 reflecting
improvement compared to 5.5x as of June 30, 2012 pro forma for the
acquisition of New Vision Television. Strong demand for political
advertising in the second half of 2012 resulted in an EBITDA boost
and improved leverage to levels that were reported prior to the
acquisition of New Vision Television. Moody's expects LIN will
utilize the majority of its free cash flow to reduce debt
balances, leading to improved capacity to fund an acquisition or
dissolution of the NBC JV within leverage parameters consistent
with its B2 CFR. Moody's expects 2-year average leverage ratios to
fall below 5.0x by the end of 2013, absent additional
acquisitions. EBITDA should decline in the high single-digit
percentage range in 2013, on a same store basis, due to the
absence of significant political ad spending (more than $65
million in 2012), partially offset by low single-digit growth in
core ad revenues and expected increases in retransmission fees.
The company's leading market positions and good free cash flow
generated by its geographically diverse portfolio of middle market
television stations partially offset the negative impact of
potential delays in achieving the portion of planned revenue
synergies related to the New Vision acquisition and the overhang
from LIN TV Corp.'s guarantee of the NBC JV debt. LIN has multiple
network affiliates in 18 of its 23 markets leading to high revenue
share and good margins. The proposed amendment reduces pricing on
the term loan saving $1.9 million of cash interest in 2013. The
amendment also provides a greater EBITDA cushion to financial
maintenance covenants by relaxing the total leverage test to 7.0x
from 6.0x, relaxing the senior leverage test to 3.75x from 3.0x,
and eliminating leverage requirement step-downs. Moody's notes
proposed terms provide management with greater flexibility to
refinance at least a portion of the $815.5 million NBC JV note.

Ratings incorporate expectations that LIN will achieve the
majority of its planned $25 million of revenue and expense
synergies related to the New Vision acquisition by the end of 2014
and that retransmission revenues through the end of 2013 will
increase for existing and newly acquired stations accompanied by
higher expenses related to retransmission sharing fees (or reverse
compensation) paid to the networks. Exposure to cyclical
advertising revenue and the ongoing risk of audience diffusion
resulting from media fragmentation weigh on debt ratings.
Liquidity is good with minimum 2-year average free cash flow-to-
debt ratios of 7% over the rating horizon and the absence of near
term maturities. Ratings also reflect weaker than expected
performance for the NBC JV with lower than initially anticipated
retransmission revenues for 2013 and 2014, reduced ad revenue
expectations primarily for the Dallas station, and the decision to
fund construction of a new studio in Fort Worth. Although stronger
EBITDA generation from LIN's stations in the second half of 2012
and lower debt balances offset weaker anticipated performance for
the NBC JV in 2013, failure to keep the NBC JV on track with its
revised operating plan would erode the asset coverage provided by
the NBC JV stations putting additional downward pressure on LIN's
debt ratings.

The NBC JV continues to be a significant overhang that poses
elevated risk to LIN's credit profile given the recent increase in
the expected shortfalls in meeting interest payments on its $815.5
million loan from General Electric Capital Corporation ("GECC")
through 2014 and given the decline in its asset value since the JV
was formed in 1998. As of December 2011, the NBC JV was valued at
$118 million less than amount due under the note; although
significant, this value gap reflects improvement compared to the
estimated $254 million gap between asset value and the note amount
at FYE2010 and $366 million at FYE2009. Moody's believes the NBC
JV has a greater reliance on the financial capacity of LIN due to
increased potential that the value of the NBC JV will be less than
the amounts owed related to the $815.5 million note at maturity in
addition to any unpaid shortfall loans (currently not guaranteed
by LIN). In January 2011, Comcast acquired 51% of NBCUniversal,
Inc. with GE owning the remaining 49%. Additionally, LIN TV Corp.
and GE agreed to fund interest coverage shortfalls with loans
based on LIN's ownership interests (LIN 20% / GE 80%). Ratings
hinge on Moody's expectation that LIN will utilize free cash flow
to reduce debt and leverage to increase its capacity to finance an
acquisition or other dissolution of the NBC JV, particularly if it
occurs prior to the 2023 GECC loan maturity. Under most scenarios,
an acquisition or dissolution of the NBC JV would be leveraging to
LIN. The company's capacity to fund a transaction without
exceeding leverage metrics expected in the B2 CFR (as would be the
case if a transaction occurred in the near term) increases the
longer it can forestall such an event. Moody's believes LIN could
fund a transaction within the B2 rating by the end of 2014 or 2015
assuming free cash flow continues to be applied to reduce debt
balances and assuming no additional downward revisions to the
operating plan of the NBC JV.

The stable rating outlook reflects Moody's expectation that LIN
will track Moody's base case forecast with core revenues growing
in the low single digit percentage range resulting in 2-year
average debt-to-EBITDA ratios (includes political and non-
political years) remaining below 5.75x over the rating horizon and
good liquidity including continued capacity to fund an additional
$6 million of estimated debt service shortfalls of the NBC JV
through 2014. The outlook does not include significant increases
in debt balances to fund additional acquisitions resulting in
elevated debt-to-EBITDA ratios. Ratings could be downgraded if an
advertising downturn, cash distributions to shareholders,
additional debt financed acquisitions, or the dissolution of the
NBC JV results in 2-year average debt-to-EBITDA ratios being
sustained above 6.0x (including Moody's standard adjustments) over
the next 12 to 18 months. Beyond 12 to 18 months, debt-to-EBITDA
ratios would need to be reduced sufficiently below FYE2012 levels
to maintain a B2 CFR and to position the company for a refinancing
of debt maturing in 2017-2018 while providing financial
flexibility to resolve NBC JV obligations. Deterioration in
liquidity including diminished capacity to cover debt service
shortfalls at the NBC JV (that increases near term risk of
dissolution of the JV) or other cash requirements could also
result in a downgrade. An upgrade is not likely until there is a
clear path to resolution of the overhang related to the NBC JV.

Recent Events

On November 15, 2012, the company launched LIN Mobile to provide
mobile marketing solutions for clients nationwide. Management
continues to add to its digital platform having acquired Nami
Media in 2011 and RIMM in 2009. On November 14, 2012, the company
extended its $25 million stock repurchase program to November 2013
from November 2012. A total of roughly $15 million has been
repurchased since November 2011 leaving $10 million available
under the program.

The principal methodology used in rating was the Broadcast and
Advertising Related Industry 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.

LIN Television Corporation is headquartered in Providence, RI, and
owns or operates 43 television stations plus 7 digital channels in
23 mid-sized U.S. markets ranked #22 to #188 reaching 10.6% of
U.S. television households. In addition, LIN TV Corp., the
company's parent, owns 20% of KXAS-TV in Dallas, TX and KNSD-TV in
San Diego, CA, through a joint venture with NBCUniversal Media,
LLC ("NBC JV"). HM Capital Partners LLC ("HMC") holds an
approximate 42% economic interest in LIN and approximately 70% of
voting control is held by HMC and Mr. Royal Carson III, a LIN
director and advisor for HMC. The company is expected to generate
approximately $550 million of net revenues for the fiscal year
ended December 2012 (includes acquisition of New Vision from
October 12, 2012)


LOS ANGELES DODGERS: Payroll More Than Doubled
----------------------------------------------
The Wall Street Journal reports the Los Angeles Dodgers' payroll
for next season is up into the $220 million range -- easily the
largest in history.  WSJ, citing Cot's Baseball Contracts, relates
the Dodgers opened last season with a payroll around $105.4
million.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

According to Forbes, the Dodgers is worth about $800 million,
making it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.

The Dodgers emerged from bankruptcy on April 30, 2012.  The plan
is based on a $2.15 billion sale of the baseball club and Dodger
Stadium to Guggenheim Baseball Management.  The plan pays all
creditors in full, with the excess going to Mr. McCourt.


LRM MANAGEMENT: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: LRM Management, Inc.
        510 W. Wise Road
        Schaumburg, IL 60193

Bankruptcy Case No.: 12-48418

Chapter 11 Petition Date: December 10, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: Ben L. Schneider, Esq.
                  SCHNEIDER & STONE
                  8424 Skokie Boulevard, Suite 200
                  Skokie, IL 60077
                  Tel: (847) 933-0300
                  Fax: (847) 676-2676
                  E-mail: ben@windycitylawgroup.com

Scheduled Assets: $1,200,000

Scheduled Liabilities: $2,889,000

The petition was signed by Lajpat R. Madan, president.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Colony BMO Funding                 Location: 506-610    $2,710,000
c/o Polsinelli Shughart PC         W. Wise Road
161 N. Clark Street, Suite 4200    Schaumberg, IL
Chicago, IL 60601                  60193


MEDFORD VILLAGE EAST: Ordered to Pay $6.4MM to Lennar
-----------------------------------------------------
PhillyBurbs.com reports that U.S. District Judge Gloria M. Burns
dismissed an application by developer Medford Village East
Associates and ordered the company to pay $6 million plus $400,000
in interest to Lennar Corp.

The report notes Lennar challenged the application and requested
the ability to move forward with a planned foreclosure of
Medford's property, a 280-acre property that had been the site of
multiple failed attempts at development by Medford Village East
since the mid-1990s.  Lennar, a division of national builder U.S.
Home Corp. of Miami, paid Medford Village East a $6 million
deposit in 2006 on a $60 million agreement of sale for the
property, according to court documents. The sale never was
completed, and the deposit has not been returned, according to
Lennar.  The deed belongs to Medford Village East.

The developer filed for bankruptcy in August while reorganizing,
claiming it was "unable to pay its debts as they mature."  The
report says Lennar's representatives argued that the filing was
made in "bad faith in a last-ditch attempt" to halt foreclosure.

Medford Village East Associates, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-29693) in Camden on Aug. 8, 2012.  The
Debtor owns properties in Medford Township, Mt. Laurel Township,
Borough of Clayton, Borough of Barrington, Voorhees Township and
the Midwest.  The Debtor hired Maschmeyer Karalis P.C. as
bankruptcy counsel and Hyland Levin, LLP as special counsel.  The
petition was signed by Stephen D. Samost, managing member.

The Debtor scheduled $65,951,199 in assets and $9,976,003 in
liabilities.


METRO ANESTHESIA: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Debtor: Metro Anesthesia Services Inc.
        1275 Shiloh Road, Suite 2120
        Kennesaw, GA 30144

Bankruptcy Case No.: 12-80491

Chapter 11 Petition Date: December 10, 2012

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

Judge: James Massey

Debtor's Counsel: Lindsay C. Roach, Esq.
                  LINDSAY ROACH, P.C.
                  1812 Keheley Court
                  Marietta, GA 30066

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 five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb12-80491.pdf

The petition was signed by Glen Horne, president.


MONITOR CO: Wins Final Approval of $15-Mil. Financing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Monitor Co. Group LP received final approval last
week for $15 million in secured financing along with a
$12.7 million standby letter of credit facility.

According to the report, there will be an auction on Jan. 9 to
determine if anyone tops the $116.2 million bid from Deloitte
Consulting LLP.  Competing bids are due Jan. 7.  A hearing to
approve the sale was scheduled for Jan. 11.

The report relates that Deloitte's offer includes the assumption
of specified debt and cash to cure payment defaults on contracts
going along with the sale.

                     About Monitor Company Group

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

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

The petitions were signed by Bansi Nagji, president.

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

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

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

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

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

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


NATIONAL POOL: NJ Bankr. Court Admits Error in Dismissing Lawsuit
-----------------------------------------------------------------
In the lawsuit, National Pool Construction, Inc. Liquidating Trust
Plaintiff, v. The Provident Bank, John Does 1-10, and XYZ
Corporations 1-10, Defendant(s), Adv. Proc. No. 11-2643 (Bankr. D.
N.J.), Bankruptcy Judge Kathryn C. Ferguson gave the parties 60
days to complete any additional discovery and then 30 days
thereafter to file any summary judgment motions that are deemed
appropriate.

The lawsuit was reinstated by the District Court earlier this year
after the Trust appealed the Bankruptcy Court's March 14, 2012
order dismissed the adversary complaint.

In dismissing the lawsuit, the Bankruptcy Court noted that the
Chapter 11 case was filed on Sept. 16, 2009, therefore, the
deadline to file a complaint under 11 U.S.C. Sec. 546(a)(1) was
Sept. 16, 2011.  The complaint was not filed until Dec. 5, 2011;
and was thus time barred, according to the Bankruptcy Court.  The
Court rejected the Trust's legal arguments that Sec. 550 was an
independent cause of action, and that the New Jersey Fraudulent
Transfer Act provided a longer statute of limitations.

The District Court questioned whether the Bankruptcy Court applied
the appropriate standard in deciding the motion to dismiss.  The
District Court vacated the dismissal order and remanded the case
for further proceedings.

On Monday, Judge Ferguson acknowledged the Bankruptcy Court did
apply an incorrect legal standard in deciding whether the Trust's
failure to timely file a complaint should be forgiven under the
doctrines of equitable tolling and adverse domination.

"The concept of adverse domination is an equitable tolling
doctrine that will allow for the statute of limitations to be
tolled where the corporate entity is controlled by the alleged
wrongdoers," the Court noted, citing In re O.E.M./Erie, Inc., 405
B.R. 779 (Bankr. W.D. Pa. 2009).  The Trust argued that "[u]nder
the doctrine of adverse dominion, any limitations period would be
tolled and not begin to run until the Debtor, controlled by the
Shareholders, was no longer in control of pursuing avoidance
actions.  Thus, the Complaint was timely filed because any
limitations period was automatically tolled and did not begin to
run until the Effective Date of the Plan when the Liquidating
Trust was created and assigned avoidance actions."  The effective
date of the Chapter 11 plan was August 29, 2011. That was two
weeks prior to the Sept. 16, 2011, deadline for filing a
complaint.

A copy of Judge Ferguson's Dec. 10, 2012 Memorandum Opinion is
available at http://is.gd/CO46n9from Leagle.com.

George M. Pangis, Esq. -- gpangis@norgaardfirm.com -- at Norgaard
O'Boyle, in Englewood, New Jersey, argues for Provident Bank.

Robbinsville, New Jersey-based National Pool Construction, Inc. --
dba National Pools & Spas; and National Award Winning Pools &
Spas -- filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
09-34394) on Sept. 16, 2009.  Judge Kathryn C. Ferguson oversees
the case.  Peter Broege, Esq. -- pbroege@bnfsbankruptcy.com -- at
Broege, Neumann, Fischer & Shaver, represented the Debtor.  The
Debtor scheduled total assets of $2,437,219, and total debts of
$2,628,531.  A full-text copy of the Debtor's petition, including
a list of its 20 largest unsecured creditors, is available for
free at http://bankrupt.com/misc/njb09-34394.pdf The petition was
signed by Ronald Burrell, president of the Company.

A Liquidating Trust has been established under the Debtor's
confirmed plan.  The plan was declared effective Aug. 29, 2011.

Courtney A. Schael, Esq. -- cschael@AshfordNJLaw.com -- at Ashford
Schael LLC, in Westfield, represents the Trust.


NETFLIX INC: Moody's Cuts CFR/PDR to 'Ba3'; Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded Netflix, Inc.'s Corporate
Family Rating (CFR) to Ba3 from Ba2, Probability of Default Rating
to Ba2 from Ba1, and the rating on its senior unsecured notes to
Ba3 (LGD5-70%). This action concludes the review for downgrade
initiated on October 9, 2012. The rating outlook is stable and the
Speculative Grade Liquidity rating remains unchanged at SGL-1.

The downgrade reflects the higher risk surrounding the company's
shift to a fixed cost streaming business model which requires much
higher subscriber levels to reach profitability, combined with an
increasingly competitive operating environment. While Netflix's
initial Ba2 CFR, assigned in 2009, considered the risk associated
with the company's ability to transition from physical DVD rentals
to digital streaming, it did not consider the higher risk
associated with a shift from a variable cost model to a fully
fixed cost structure for the streaming business. Though the
company has exceeded Moody's expectations for its transition to a
digital model, albeit with some missteps that resulted in an
accelerated and harmful decline of its DVD business, and has grown
subscribers at a higher than expected rate, it now faces a much
higher cost business model that requires a far higher number of
subscribers to reach break even. At the same time, streaming
content is now becoming much more competitive. In Moody's view, in
order to maintain the same level of financial strength and reach a
similar level of profitability as Netflix previously had under its
DVD business when Moody's initially rated it in 2009, Netflix
would need to have at least 35 million domestic streaming
subscribers, almost double the level of DVD subscribers it had at
its peak. This is even before considering the additional risk
associated with the fixed content costs and therefore the greater
vulnerability of the streaming business to poor growth or declines
in subscriber growth. Though Moody's recognizes that the company
may be able to cut back on new content additions and renewals to
reduce content costs if subscriber growth slows down from one year
to the next. In addition, Moody's believes streaming-only
subscribers are less sticky than those that subscribed to the
company's now discontinued hybrid offering, which makes it all the
more important to maintain a superior product relative to
competition, and increasing viewer engagement to drive customer
retention.

The downgrade also reflects Moody's concern over growing
competition from a broad range of competitors for a streaming
subscription video-on-demand (SVOD) product. While the streaming
business is more sustainable from the standpoint of changing
technology, maintaining product quality and user experience, it
lacks the complete content offering, including new film releases
that could be viewed via DVD rentals. As content distribution and
consumption trends continue to evolve, and the home entertainment
market declines further, Moody's believes it is possible that a
competitor could emerge with an offering that fills in the void of
new releases, which could be of greater value to customers. The
company already faces a broad range of competitors, some of which
have deep pockets and who may have different objectives for
entering the business, and may be willing to undermine Netflix on
both price and product offering and suffer a loss to gain
subscribers. For example, a pay-TV provider may want to build a
competitive offering in order to drive subscriber retention for
its larger, profitable pay-TV distribution business, or, the giant
retailer Amazon with its Amazon Prime SVOD service may wish to
attract subscribers to drive retail sales and tablet sales.
However, Moody's believes that as long as Netflix can continue to
materially outspend its competitors for content and build a large
enough library with increasingly exclusive content, which is
supported by its large subscriber base and scale, it may be able
to create a moat around its business and remain a leading player.
Moody's also believes that with around 80 million broadband
households in the US relative to Netflix's 25 million streaming
subscribers, Moody's believes there is potential for higher
penetration and scope for multiple players to co-exist in the
content streaming business.

The company has also embarked on an international expansion
strategy in the past two years, and plans to reinvest a majority
of its domestic profits into international markets over the
intermediate term, resulting in higher leverage and negative free
cash flow on a consolidated basis. However, this does not impact
the company's credit rating at this juncture, as investment in
growth is more favorable to the company's credit standing than an
alternative use of the company's cash flows such as engaging in
share repurchases which serve no benefit for creditors. Moody's
remains more focused on the profitability and sustainability of
the core domestic business, as long as Netflix's international
investments are not debt-financed and do not rapidly consume cash
and impact liquidity.

Another change over the past year has been the company's decision
to produce original and exclusive content. While the downgrade of
Netflix's ratings considers the possibility of a significant
increase in spending on original programming, which may negatively
impact ratings giving the riskier proposition of new content
production, Moody's currently expects original programming to
remain a small portion of its total content budget.

The following is a summary of the actions:

  Issuer: Netflix, Inc.

     Corporate Family Rating, Downgraded to Ba3 from Ba2

     Probability of Default Rating, Downgraded to Ba2 from Ba1

     Senior Unsecured Notes, Downgraded to Ba3 (LGD5-70%) from
     Ba2 (LGD5-72%)

Rating Rationale

Netflix's Ba3 Corporate Family Rating reflects the company's
position as the largest content streaming subscription service in
the U.S., with a sizeable subscriber base and a market leading
streaming product offering. It reflects the company's strong
balance sheet, with very low gross domestic debt-to-EBITDA
leverage of under 1.0x and a significant level of cash and short
term investments relative to its debt. The above credit strengths
only partially mitigate key business risks, however, including the
company's relatively young history, business concentration, and
risks associated with low barriers to entry and the potential for
disintermediation from competitors in the distribution of content.
The company's past predisposition for share repurchases (having
repurchased almost $1 billion since 2007), significant subscriber
churn and relatively low EBITDA margins compared to traditional
media also weigh on its rating.

Although Netflix has successfully developed a digital business
model and has quickly evolved into the dominant online content
streaming company in the US from a pure physical DVD rental
subscription service, its business continues to be in transition
with the next few years being crucial to its developing a
profitable streaming business that can fully offset the rapidly
declining profits from the high margin DVD business. Its Ba3 CFR
reflects the execution risk associated with this transition,
especially in the context of a broad range of emerging competitors
and the evolving digital content distribution models that may
hamper the subscriber growth it needs in order to successfully
build a profitable streaming business.

The rating reflects Moody's expectation that the company will
reinvest a majority of its domestic profits into international
expansion. Moody's does not view these investments negatively, as
long as it remains measured in its pace of international market
launches and does not fund these via debt financing or consuming
material amounts of its cash balance. However, combined with its
increasing investments in original programming, the company may
reduce the cushion that has existed to support new and existing
content contractual commitments in the event of slower than
expected subscriber growth or subscriber losses. The company's Ba3
rating is limited by its ability to demonstrate enough subscriber
growth to meet (a) the content commitments and expenditures to
offer a streaming plan that would enable it to maintain a
significant lead ahead of competitors and (b) its investments in
international markets while maintaining strong liquidity. Moody's
believes that it would be possible to do so if the company grows
to around 40 million subscribers in the US and is able to maintain
at least break even cash flow in international markets, with
profitable launched markets funding the launch of new markets.

The stable outlook reflects Moody's forecast that the company will
grow domestic streaming subscribers in the range of 4-5 million
per year over the next two years, and maintain its pace of
additions relative to competitors such that it remains at least
double the size of the next largest competitor, while managing
content costs so as to increase its streaming margin. The outlook
does not contemplate the company's international businesses to
contribute to profitability well into the intermediate term.

The company's rating may face downward pressure if it experiences
domestic streaming subscriber growth of under 4 million per year,
and is unable to maintain domestic margins above 12% (after
allocating most of the overhead to domestic) by growing streaming
profits to offset declining DVD profits. Ratings may also be
downgraded if its domestic leverage is sustained over 2.0x or
consolidated leverage is sustained over 5.0x as it launches
expands internationally, or its international investments
materially impact liquidity or require debt financing.

Ratings may be upgraded if the company can demonstrate a
successful transition to a profitable domestic streaming business,
with subscriber growth that allows it to reach and sustain 40
million streaming subscribers, manage content spend such that it
increases and sustains domestic margins at above 16% as well as
maintains a significant lead on its content offering relative to
competitors, and if its profitable international markets can fund
new market launches such that gross consolidated leverage remains
below 2.0x.

Netflix's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Netflix's core industry and
believes Netflix's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.


NEW YORK TIMES: S&P Raises Senior Notes Rating to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on New York City-based The New York Times Co.'s senior notes to
'BB-' from 'B+' (one notch above the 'B+' corporate credit
rating). "At the same time, we revised our recovery ratings on
this debt to '2', indicating our expectation for substantial (70%
to 90%) recovery for lenders in the event of a payment default,
from '4'," S&P said.

"These rating actions reflect our expectation for slightly better
recovery prospects, following the recent termination of the $125
million asset-based revolving credit facility due 2016 and,
correspondingly, our anticipation for a lower balance of
outstanding borrowings in our simulated default scenario. We
expect that the company will not replace the revolving credit with
another secured facility due to its large cash balances. We
believe cash will exceed $900 million at year-end 2012 as proceeds
from recent asset sales have not been redeployed. We also
anticipate that cash balances will remain sizeable over the next
few years, based on our belief that the company will preserve
liquidity in light of the weak operating outlook. The company
remains heavily exposed to unfavorable secular trends affecting
newspaper print advertising and circulation, despite efforts to
increase the contribution from digital revenue streams," S&P said.

RATINGS LIST

The New York Times Co.
Corporate Credit Rating       B+/Stable/--

Upgrade; Recovery Rating Revision

The New York Times Co.
                               To          From
Senior notes                  BB-         B+
   Recovery Rating             2           4


NEWPORT TELEVISION: S&P Withdraws 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B-' corporate credit rating, on Newport Television Holdings
LLC at the company's request. The company repaid all of its debt
following the sale of 22 television stations to Sinclair Broadcast
Group Inc. (BB-/Stable/--); Nexstar Broadcasting Group Inc.
(B+/Stable/--); and Cox Media Group Inc., a subsidiary of Cox
Enterprises Inc. (BBB/Stable/A-2) on Dec. 3, 2012.


OCEAN BREEZE: Cash Collateral Use OK'd; Hearing Set for Dec. 19
---------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has granted Ocean Breeze Park
Homeowners' Association, Inc., authorization to use the cash
collateral of lenders Cathie Teal, Gary Hendry, and Marcia Hendry-
Coker.  The Court continued until Dec. 19, 2012, at 1:30 p.m., the
hearing to consider the Debtor's request for continued cash
collateral use.

As reported by the Troubled Company Reporter on Oct. 25, 2012, the
Debtor, at the onset of its case, made an emergency request
seeking Court permission to use cash collateral of the Lenders to
continue its business operations.  Without the use of the Cash
Collateral, the Debtor said it will be forced to discontinue its
business operations.  As of the bankruptcy filing date, the
lenders allege that the Debtor owed them $25,309,718, including
$904,402 in accrued and unpaid interest pursuant to two Promissory
Notes and Security Agreements dated Dec. 12, 2008.  The debt is
secured by, among other things, Purchase Money Mortgage and
Security Agreements.

As condition of permitting the Debtor to use cash collateral, the
Debtor will maintain a separate debtor-in-possession tax account
and will deposit into the tax account the amounts needed for the
Martin County ad valorem and non-ad valorem real estate taxes for
the subject real property in the aggregate monthly amount of
$35,000 with proceeds of the account first being used to pay the
2010 real estate taxes due for the subject real property.  The
Debtor is required to make adequate protection payments of $55,000
on Nov. 15, 2012, and on Dec. 15, 2012.  There is no grace period
for any of these payments.

As security for all indebtedness that is owed to the Lenders, the
Debtor grants the Lenders a postpetition replacement lien in cash
collateral.

         About Ocean Breeze Park Homeowners' Association

Jensen Beach, Florida-based Ocean Breeze Park Homeowners'
Association, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 12-28820) in West Palm Beach on Aug. 3, 2012.
Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor disclosed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.


OCEAN BREEZE: Taps Ross Earle for State Law Litigation Issues
-------------------------------------------------------------
Ocean Breeze Park Homeowners' Association, Inc., asks the Hon.
Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida for authorization to employ the law firm of
Ross, Earle & Bonan, P.A., as special counsel, to appear on behalf
of the Debtor in cases in state court regarding eviction and
demolition issues and to proved legal advice regarding state law
litigation issues and general homeowner association issues.

The Debtor is a residential cooperative mobile home park in Jensen
Beach, Florida.  There are pending issues regarding evictions and
demolition of properties in deplorable condition within the Park
and the Debtor seeks to pursue actions in the state court to
resolve these issues.

The Debtor requires Ross Earle's assistance regarding homeowner
association law and related issues.  Ross Earle will be paid $275
per hour for its services, and will be paid a postpetition
retainer of $10,000.

Deborah L. Ross, Esq., a member at Ross Earle, attests to the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

Ross Earle can be reached at:

      Janice McPheeters, Office Administrator
      Ross, Earle & Bonan, P.A.
      Post Office Box 2401
      Stuart, FL 34995
      Tel.: (772)287-1745
      Fax: (772)287-8045
      E-mail: jm@reblawpa.com

         About Ocean Breeze Park Homeowners' Association

Jensen Beach, Florida-based Ocean Breeze Park Homeowners'
Association, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 12-28820) in West Palm Beach on Aug. 3, 2012.
Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor disclosed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.


ORCHARD SUPPLY: S&P Lowers CCR to 'CCC' on Covenant Risk
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Jose, Calif.-based home and garden retailer Orchard
Supply Hardware LLC to 'CCC' from 'B-'. The outlook is negative.

"We are also lowering our rating on the company's term loan to
'CCC' from 'B-' in conjunction with the downgrade. The recovery
rating remains '4' recovery rating, indicating our expectation for
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

"The ratings on Orchard Supply reflects Standard & Poor's Ratings
Services' assessment of its financial risk profile as 'highly
leveraged,' which incorporates near-term potential for
noncompliance with financial covenants and significant debt
refinancing risks. Our view of its business risk profile as
'vulnerable' considers the company's small size relative to the
highly competitive home improvement segment of the retail industry
and its exposure to housing market conditions in California," S&P
said.

"Orchard Supply announced that it would likely not be in
compliance with its term loan leverage covenant for the Feb. 2,
2013, testing period, and it is currently working with a third-
party adviser to refinance or modify the loan before year-end. The
covenant compliance risk heightens more in the second quarter of
2013 when the leverage tests becomes tighter. Additionally, if the
company does not refinance the term loan on a timely basis, then
the revolver expiration date will accelerate to 90 days prior to
the term loan maturity in December 2013," S&P said.

"The negative outlook reflects the company's covenant compliance
situation next year and risks associated with refinancing the 2013
maturities," said Standard & Poor's credit analyst Andy Sookram.
"We could lower the ratings if the company fails to address its
refinancing risks in a timely manner, which could tighten
liquidity from current levels."

"We could revise the outlook to stable after completion of the
refinancing for the company's debt coming due and if the company
demonstrates improvement in its operating performance, including
revenue and margin growth, which we expect would result in
adequate covenant cushion. In this scenario, revenues would grow
about 5% and EBITDA margins would increase to around 11% to 12%,"
S&P said.


OVERSEAS SHIPHOLDING: Greylock Partners to Lead Reorganization
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Overseas Shipholding Group, Inc., et al., to (i) designate
Greylock Partners, LLC's John J. Ray, III as chief reorganization
officer; and (ii) employ Greylock Partners to support the
reorganization efforts of the Debtors.

As reported in the Troubled Company Reporter on Dec. 4, 2012,
Mr. Ray established the firm and serves as its senior managing
director.  Mr. Ray has provided a full range of crisis management
services throughout North America to under-performing companies,
including interim management and debtor advisory work; bankruptcy
preparation and management; litigation support; post-merger
integration; and debt restructuring and refinancing. Mr. Ray has
previously served as interim chief executive officer, chief
reorganization officer and in similar roles for various public and
private companies, including Enron Corp. and Nortel Networks Inc.

Greylock will bill on an hourly basis based on the actual hours
worked pursuant to current hourly billing rates, which range from
$150 for an associate to $595 for a senior managing director.  The
hourly rates for Mr. Ray and the Additional Personnel anticipated
to be assigned to the case matter and their hourly rates are:

     Name                   Description              Hourly Rate
     ----                   -----------              -----------
     John J. Ray, III Sr    Managing Director           $595
     Richard Lydecker       Managing Director           $550
     Kathryn Schultea       Managing Director           $550
     Raj Perubhatla         Senior Director             $500
     Mary Cilia             Senior Director             $500
     Charrise Fraccascia    Director                    $425
     Terry Smith            Director                    $425
     David Kantorczyk       Director                    $425
     Brandon Bangerter      Director                    $425
     Roger Smith            Associate                   $225
     Felicia Buenrostro     Associate                   $150

Greylock will be reimbursed for all reasonable, documented, out-
of-pocket expenses incurred during this engagement.

Prior to the Petition Date, Greylock received an evergreen
retainer of roughly $250,000 from the Debtors.  Greylock also
received advances prior to the Petition Date which amount is
outstanding as of the Petition Date of $853,179.

Mr. Ray attests neither Greylock nor any professional employee or
independent contractor of Greylock has any connection with or any
interest adverse to the Debtors, their significant creditors, or
any other significant party in interest known to Greylock, or
their attorneys and accountants; and that Greylock is a
"disinterested person" as that term is defined by Section 101(14)
of the Bankruptcy Code.

                    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.


PARAGON SHIPPING: Obtains Waivers From Four Lenders
---------------------------------------------------
Paragon Shipping Inc. (NYSE: PRGN) has signed agreements with four
of its lenders, subject to certain conditions, and agreed to
amended terms in the following loan agreements: the loan agreement
with Unicredit Bank AG dated Nov. 19, 2007, the loan agreement
with The Bank of Scotland Plc dated Dec. 4, 2007, the loan
agreement with Bank of Ireland dated March 30, 2009, and the loan
agreement with HSBC Bank Plc dated July 2, 2010.

More specifically, the Company obtained waivers and agreed to the
relaxation of several financial and security coverage ratio
covenants, the deferral of a portion of its scheduled quarterly
installments and, in the case of the loan agreement with Bank of
Ireland and The Bank of Scotland Plc, the extension of the loan
agreements to the second quarter of 2017 and to the third quarter
of 2015, respectively.  In addition, in respect to the loan
agreement with The Bank of Scotland Plc, the Company agreed to a
payment of $2.8 million for the full and final settlement of $4.7
million in debt, representing the portion of the loan of one of
the syndicate members. This advance payment of $2.8 million was
made on December 10, 2012.

Paragon Shipping -- http://www.paragonship.com/-- is a Marshall
Islands-based international shipping company with executive
offices in Athens, Greece, specializing in the transportation of
drybulk cargoes.  The Company's current fleet consists of twelve
drybulk vessels with a total carrying capacity of 779,270 dwt. In
addition, the Company's current newbuilding program consists of
two Handysize drybulk carriers that are scheduled to be delivered
in 2013 and two 4,800 TEU containerships that are scheduled to be
delivered in 2014.


PEAK RESORTS: Plan Filing Exclusivity Extended to March 29
----------------------------------------------------------
The Hon. Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for
the Northern District of New York has extended, at the behest of
debtors Peak Resorts, Inc., et al., the exclusive periods for the
Debtors to file a plan until March 29, 2013, and solicit
acceptances of that plan until May 28, 2013.

In the motion seeking an extension, the Debtors said that they
need to have some additional exclusive breathing room to propose a
plan.  "This is a very complex case that has not been pending for
any significant length of time.  Additionally, there is no
evidence that the Debtors have requested this extension to
pressure or coerce their creditors into acceding to the Debtors'
reorganization demands," the Debtors stated.

The Debtors said they have been working diligently in stabilizing
their customer base and operations while exploring various
reorganization and sale options.  That process, according to the
Debtors, will continue with the input from the FDIC-Receiver and
the Unsecured Creditors Committee in an attempt to maximize the
recovery to all of the parties.  The Debtors will be hiring a
professional in the immediate future, to attempt to locate a
potential purchaser or investor that will solidify the Debtors'
reorganization/restructuring plans or a sale of the Debtors'
assets.

The Debtors have sought and obtained the appointment of American
Resort Management, LLC, to evaluate and streamline the Debtors'
operations.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEMCO WORLD: Court Extends Plan Exclusivity to Jan. 4
-----------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended, at the behest of WAS Services,
Inc., formerly known as Pemco World Air Services, Inc., the
exclusive period to file a Chapter 11 plan and solicit acceptances
of such plan to Jan. 4, 2013, and March 4, 2013, respectively.

The Debtors noted that they have (i) consummated the sale of
substantially all of their assets to Avion Services Holdings, LLC,
(ii) concluded their remaining operations and taken substantial
steps to wind down their facilities, and (iii) filed, along with
Sun Aviation, a Joint Plan of Reorganization and Disclosure
Statement.

                         About Pemco World

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15, the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PERRY ELLIS: Moody's Says Dividend Modestly Neg. for Liquidity
--------------------------------------------------------------
Moody's Investors Service said that Perry Ellis International,
Inc.'s announcement of a $16 million one-time dividend is modestly
negative for liquidity but has no immediate impact on its ratings
or outlook.

As reported by the Troubled Company Reporter on April 2, 2012,
Moody's Investors Service affirmed all existing ratings of Perry
Ellis International, Inc. including the B1 Corporate Family
Rating, the B1 Probability of Default Rating and the B2 senior
subordinated notes rating. Moody's also assigned a first time
speculative grade liquidity rating of SGL-2. The outlook remained
stable.

Perry Ellis International, Inc., headquartered in Miami, Florida
designs, distributes and licenses apparel and accessories for men
and women. The company, through its wholly owned subsidiaries,
owns or licenses a portfolio of brands that includes Perry Ellis,
Rafaella, Laundry by Shelli Segal, Original Penguin, Cubavera, and
Nike Swim. While the company is predominantly an apparel
wholesaler, it also operates roughly 70 of its own retail stores.
Revenues for the fiscal year ended October 27, 2012 were about
$940 million.


PHOENIX COMPANIES: Indenture Changes Cues Fitch to Put 'B' IDR
--------------------------------------------------------------
Fitch Ratings has placed the 'B' holding company Issuer Default
Rating (IDR) of Phoenix Companies, Inc.'s (PNX) and the 'BB+'
Insurer Financial Strength (IFS) ratings of PNX's primary
insurance operating subsidiaries on Rating Watch Negative
following the company's recent announcement that it seeks to amend
the indenture of its $253 million of senior debt.

PNX is seeking to extend the deadline for providing the third
quarter 2012 financial statement to the trustee. Absent this
extension, acceleration of the debt maturity could be triggered.
The filing delay is due to restatements of certain financial data.
The restatements are not expected to be material to the company's
credit profile. Fitch will monitor the company's progress on
amending the indenture.

Fitch has placed the following ratings on Rating Watch Negative:

Phoenix Companies, Inc.

-- IDR 'B'.

Phoenix Life Insurance Company

-- IFS 'BB+';
-- IDR 'BB';
-- $174 million Surplus note 7.15% due Dec. 2034 'B+'.

PHL Variable Insurance Company

-- IFS 'BB+'.


PLAY BEVERAGES: Sues Playboy for Breach of 2006 License Agreement
-----------------------------------------------------------------
In April 2011, creditors filed an involuntary bankruptcy petition
against Play Beverages, LLC, a consolidated variable interest
entity of CirTran Corporation.  Thereafter, this proceeding was
converted into a Chapter 11 reorganization proceeding, with
PlayBev acting as debtor-in-possession.

PlayBev entered into a 2006 license agreement with Playboy
Enterprises International, Inc., to market a Playboy-branded
nonalcoholic energy drink.  Among other things, Playboy has stated
its position that PlayBev's 2006 license agreement has expired.
PlayBev disputes Playboy's position and has filed litigation to
protect its rights and business interests.

In August 2012, PlayBev entered into two interdependent and
contingent agreements with Playboy Enterprises International, Inc.
Subject to confirmation of PlayBev's Chapter 11 plan of
reorganization, certain payments to Playboy, and other conditions
precedent, the proposed transaction would have resulted in both:
(a) a settlement of all claims by and between PlayBev and Playboy;
and (b) a new license agreement in favor of the anticipated
reorganized debtor under PlayBev's proposed plan.  PlayBev did not
deposit into escrow by the agreed deadline the initial payment
required to be paid to Playboy upon the effective date of
PlayBev's proposed plan.  Further, PlayBev did not obtain
confirmation of its proposed plan and the agreements between
PlayBev and Playboy were not approved by the bankruptcy court.  As
such, Playboy has declared the new, contingent license agreement
to be void and without effect.  Similarly, the conditions
precedent to the effectiveness of PlayBev's settlement with
Playboy did not occur.  Accordingly, the proposed, contingent
settlement and license agreements are ineffective and without any
legal force or effect.

As part of its efforts to develop a new plan of reorganization,
Play Beverages, LLC, has proposed to Playboy Enterprises
International, Inc., modified terms for a proposed new license to
market Playboy-branded energy drinks, but no substantive
discussions are underway.  Meanwhile, motions to dismiss or
convert PlayBev's reorganization case to a liquidation are
scheduled to be heard in early December 2012.

In October 2012, CirTran and PlayBev jointly filed a lawsuit in
Chicago, Illinois, alleging various breaches by Playboy and others
of the previous product license agreement and interference with
the plaintiffs' established distributorship network and seeking
compensatory and punitive damages, an injunction against
termination of the previous product license and continuing
interference, and other equitable and ancillary relief.  Playboy
and the other defendants have not responded to the lawsuit.

                       About Play Beverages

On April 26, 2011, three alleged creditors, LIB-MP Beverage, LLC,
George Denney, and Warner K. Depuy, filed an involuntary Chapter 7
petition against Play Beverages, LLC, a consolidated entity of the
Company, seeking its liquidation.  On Aug. 12, 2011, the
proceeding was converted into a Chapter 11 reorganization
proceeding (Bankr. D. Utah Case No. 11-26046).




PMI GROUP: Exclusive Filing Period Extended to Jan. 3, 2013
-----------------------------------------------------------
Judge Brendan L. Shannon the U.S. Bankruptcy Court for the
District of Delaware has extended The PMI Group, Inc.'s exclusive
period to file a plan of reorganization until Jan. 3, 2013, and
its exclusive period to solicit acceptances of a filed plan until
March 4, 2013.

                       About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PRECISION AIRMOTIVE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Precision Airmotive LLC
        14800 40th Ave NE
        Marysville, WA 98271

Bankruptcy Case No.: 12-22154

Chapter 11 Petition Date: December 7, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: John S. Kaplan, Esq.
                  PERKINS COIE LLP
                  1201 3rd Ave Ste 4800
                  Seattle, WA 98101-3099
                  Tel: (206) 583-8500
                  E-mail: jkaplan@perkinscoie.com

Scheduled Assets: $5,925,435

Scheduled Liabilities: $2,166,946

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/wawb12-22154.pdf

The petition was signed by Scott L. Grafenauer, president.


PROTECTIVE LIFE: Fitch Affirms 'BB+' Trust Preferred Ratings
------------------------------------------------------------
Fitch Ratings has affirmed Protective Life Corp.'s (NYSE: PL)
Issuer Default Rating (IDR) at 'BBB+' and senior debt ratings at
'BBB'. Fitch has also affirmed PL's trust preferred ratings at
'BB+' and primary life insurance subsidiaries' Insurer Financial
Strength (IFS) ratings at 'A'. The Rating Outlook is Stable.

PL's ratings reflect the group's good operating performance,
including strong investment results, solid debt service capability
and sound risk-adjusted capitalization. The company's financial
leverage ratio is in line with rating expectations, but overall
leverage is high driven by reserve financing.

Fitch views PL's operating results as good and in line with
expectations for the rating. Full-year 2012 results are expected
to be relatively flat with the prior year, as favorable factors,
including good mortality and improved equity market performance,
are offset by the impact of ongoing low interest rates, including
lower lapses and a slowdown in top line growth. PL is
deemphasizing growth in variable annuities going forward, although
it plans to grow life sales through institutional channels.

Fitch views PL's ability to service adjusted debt interest expense
as solid based on GAAP earnings coverage in the 8x range. Cash
interest coverage, which considers maximum statutory dividend
capacity and committed cash at the holding company relative to
adjusted interest expense, is also strong at about 6x.

PL estimates the NAIC risk-based capital ratio of Protective Life
Insurance Company, the group's primary operating company, at 462%
as of Sept. 30, 2012, compared with 433% at year-end 2011. It is
expected to increase further for the full year 2012 reflecting a
fourth quarter captive reinsurance reserve financing transaction.
PL indicates that, following the transaction, all XXX and AXXX
reserve financing needs are now funded to the peak. New business
written in the second half of 2012 and 2013 is not expected to
require reserve financing.

PL's financial leverage ratio (FLR) was 29% at the end of the
third quarter compared to 28% at year-end 2011. New debt issued in
2012 was used to pay off existing debt, so the increase in the
ratio was due mainly to the new DAC accounting rules, which
resulted in a decrease in GAAP equity. The FLR is in line with
rating expectations. Fitch notes, however, that the FLR excludes
reserve funding arrangements, which are included in Fitch's total
financings and commitments ratio (TFC). Fitch views PL's TFC as
very high relative to peers at 1.8x as of Sept. 30, 2012. Fitch
generally views PL's reserve financing activities as well managed.

Key concerns include macroeconomic headwinds from low interest
rates and high financial market volatility. These conditions are
expected to constrain PL's ability to improve earnings over the
near term and could have a material negative effect on the
company's earnings and capital in a severe, albeit unexpected,
scenario.

The key rating triggers that could result in an upgrade include
continued good GAAP operating profitability and earnings-based
coverage of interest expense; financial leverage below 25%; TFC
below 1.0x range.

The key rating triggers that could result in a downgrade include
material declines in GAAP equity that would drive financial
leverage above 30%) or statutory capital (that would drive
reported RBC below 300%), a downturn or weak growth in earnings,
or a material reinsurance loss. Ratings could also be pressured if
interest coverage fell below 5x.

Fitch has affirmed the following ratings with a Stable Rating
Outlook:

Protective Life Corporation
--IDR at 'BBB+';
--$250 million in senior notes due 2013 at 'BBB';
--$150 million in senior notes due 2014 at 'BBB';
--$150 million in senior notes due 2018 at 'BBB';
--$400 million of 7.38% senior notes due 2019 at 'BBB';
--$300 million of 8.45% senior notes due 2039 at 'BBB';
--$100 million of 8.00% senior retail notes due 2024 at 'BBB';
--$288 million of 6.25% subordinated debt due 2042' at 'BB+';
--$150 million of 6.00% subordinated debt due 2042 at 'BB+';
--$103 million of 6.13% trust preferreds issued through PLC
Capital Trust V due 2034 at 'BB+';

Protective Life Insurance Company
Protective Life and Annuity Insurance Company
West Coast Life Insurance Company
--IFS at 'A'.

Protective Life Secured Trust
--Notes at 'A';
--Medium-term notes at 'A'.


QUIGLEY CO: Pfizer Hoping for Supreme Court Appeal on Protection
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that while Quigley Co. is waiting to learn whether a
bankruptcy court will approve the reorganization plan ending its
eight-year-old Chapter 11 case, parent Pfizer Inc. is hoping the
U.S. Supreme Court will allow an appeal of an unfavorable ruling
from the U.S. Court of Appeals in Manhattan.

According to the report, Quigley filed its sixth-amended plan in
late June, modified after the April opinion from the appeals
court.  Upholding a district court, the appeals court ruled that
Pfizer wasn't entitled to complete protection from asbestos claims
under the umbrella of Quigley's Chapter 11 case.  In the latest
iteration of the plan, Pfizer increased its contribution to
creditors' recoveries.

The report relates that Pfizer filed papers in September asking
the Supreme Court to allow an appeal.  At the court's request, the
winners in the appeals court submitted papers last week.  If the
high court decides to hear the case, it may be argued soon enough
so there will be a decision before the court's term ends in June.

Meanwhile, back in bankruptcy court in Manhattan, Quigley
creditors concluded voting on the plan at the end of November.
The bankruptcy judge will conduct a status conference on Jan. 17,
with a confirmation hearing for approval of the plan to occur
later. Quigley is a non-operating Pfizer subsidiary.

The plan, according to the report, will shed asbestos liability
for both Quigley and Pfizer.  In addition to increasing its cash
contribution, Pfizer is waiving a $95 million secured claim, a $19
million claim for financing the Chapter 11 case, and a $33 million
unsecured claim.

Quigley suffered several defeats during the Chapter 11 case. The
bankruptcy judge ruled that a prior reorganization plan was filed
in bad faith and not feasible. Quigley filed a new plan to cure
the defects, which was pending when the district judge ruled
against Pfizer in May 2011.

The Pfizer appeal in the Supreme Court is Pfizer Inc. v. Law
Offices of Peter G. Angelos, 12-300, U.S. Supreme Court.  The
Chapter 11 case is In re Quigley Co. Inc., 04-15739, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).  The
appeal in the circuit court was Quigley Co. Inc. v. Law Offices of
Peter G. Angelos (In re Quigley Co. Inc.), 11-2635, U.S. Court of
Appeals for the Second Circuit (Manhattan).  The appeal in
district court was In re Quigley Co. Inc., 10-01573, U.S. District
Court, Southern District of New York (Manhattan).

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestors claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


QUINTILES TRANSNATIONAL: S&P Affirms 'BB-' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Research Triangle Park, N.C.-based contract
services provider Quintiles Transnational Corp.

"We also affirmed our 'BB-' issue-level rating and '4' recovery
rating (30% to 50% recovery expectation) on that entity's revolver
and incremental term loan, and our 'B' issue-level rating and '6'
recovery rating (0% to 10% recovery expectation) on the holding
company's term loan," S&P said.

"At the same time, we assigned Quintiles Transnational Corp.'s
proposed $1,975 million term loan B-2 due 2018 our 'BB-' issue-
level rating, with a recovery rating of '4', indicating our
expectation for average (30% to 50%) recovery for lenders in the
event of a payment default. The company will use proceeds from the
loan to refinance its existing term loan B. The new loans reduce
interest expense and provide for further pricing step downs if
Quintiles completes an initial public offering. However, we have
no information from the company to suggest that an offering is
imminent," S&P said.

"The ratings on Quintiles Transnational Corp. reflect the
company's 'aggressive' financial policy, characterized by pro
forma lease-adjusted debt to EBITDA slightly above 5x and a
shareholder-friendly financial policy that has resulted in two
debt-financed dividends this year," said Standard & Poor's credit
analyst Shannan Murphy.

The ratings also reflect Quintiles' "satisfactory" business risk
profile, supported by the company's industry-leading market
position in the growing contract research (CRO) industry.

"Quintiles' aggressive financial risk profile reflects a financial
policy that uses excess cash and debt capacity for dividends. Pro
forma for the October 2012 debt issuance, debt to EBITDA as of
Sept. 30, 2012, was 5x, reflecting in part the addition of $475
million of new debt in 2012 to fund shareholder distributions.
Although we believe EBITDA growth will result in declining debt
leverage over time, we believe Quintiles will use its growing
excess debt capacity for additional dividends and, absent a change
in capital structure or financial policy, will maintain leverage
in the 4x to 5x range over the longer term," S&P said.


RANCHO CALIFORNIA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Rancho California Center, Rancho California Center
        dba North View Business Center
        1656 Bahia Vist Way
        La Jolla, CA 92037

Bankruptcy Case No.: 12-16157

Chapter 11 Petition Date: December 10, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Thomas B. Gorrill, Esq.
                  LAW OFFICE OF THOMAS GORRILL
                  401 West A Street Suite 1770
                  San Diego, CA 92101
                  Tel: (619) 237-8889
                  E-mail: tgorrill@gorillalaw.com

Scheduled Assets: $11,320,521

Scheduled Liabilities: $3,126,953

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

The petition was signed by Elliott Woolley, Northview Business
Center, Inc., general partner.


RENAISSANCE LEARNING: Moody's Corrects Oct. 19 Rating Release
-------------------------------------------------------------
Moody's Investors Service issued a correction to the October 19,
2012 rating release of Renaissance Learning, Inc.

Moody's affirmed Renaissance's B2 corporate family rating (CFR)
and changed its probability of default (PDR) rating to B3 from B2.
Moody's also assigned B2 ratings to Renaissance 's proposed
amended/extended first lien senior secured credit agreement,
consisting of a $20 million revolving credit facility due 2017 and
a $230 million term loan due 2018. The ratings outlook remains
stable.

The company will use cash combined with proceeds from the amended
term loan to refinance existing indebtedness, including the $75
million second lien term loan (unrated). Moody's views the
transaction as credit positive as it materially reduces interest
expense, extends debt maturities, and reduces leverage.
Specifically, the pro forma debt balance declines to $230 million
from $248 million as of September 30, 2012. However, there is no
change to the company's ratings or outlook based on Moody's view
that, despite the benefits of the transaction, pro forma credit
metrics do not improve sufficiently to justify a higher rating.

The change in the PDR to B3 from B2 reflects the fact that the
proposed capital structure consists entirely of first lien debt
(as per Moody's Loss Given Default Methodology).

Rating affirmed:

  Corporate family rating at B2

Rating changed:

  Probability of default rating to B3 from B2

Ratings assigned:

  Proposed $20 million first lien senior secured revolving credit
  facility due 2017 at B2 (LGD3, 34%)

  Proposed $230 million term loan due 2018 at B2 (LGD3, 34%)

Ratings to be withdrawn:

  $20 million first lien senior secured revolving credit facility
  due 2016 at B1 (LGD3, 34%)

  $173 million first lien senior secured term loan due 2017 at B1
  (LGD3, 34%)

Rating Rationale

Renaissance's B2 corporate family rating reflects the company's
small scale, high leverage with debt to EBITDA expected to
slightly exceed 5.0 times (Moody's adjusted and pro forma for the
pending refinancing), and balance sheet debt that is well in
excess of revenues. The rating also considers the company's
reliance on a single product - Accelerated Reader - for a large
portion of its revenues, as well as competition from large scale
well-capitalized companies and the company's susceptibility to
school budget cuts. High leverage reduces Renaissance's financial
flexibility and its ability to withstand changes to the
competitive environment. Notwithstanding these risks, the rating
derives support from Renaissance's business position as a provider
of computer-based assessment technology in a fragmented market, a
large-base of active school customers, a material proportion of
recurring subscription-based revenues, and its ability to grow
orders despite weak macroeconomic conditions and the associated
pressures on school budgets. The rating also benefits from the
company's good operating margins and expectations for positive
free cash flow generation supported by modest capital expenditure
requirements.

The stable outlook reflects Moody's expectation that Renaissance
will continue to grow new orders despite continued school
budgetary pressures while applying free cash flow to debt
reduction.

The ratings could be pressured if the challenging operating
environment causes order trends to weaken such that Renaissance's
debt to EBITDA increases above 6.0 times and/or EBITDA less capex
to interest falls below 2.0 times. Debt financed acquisitions
and/or shareholder enhancement activities could also pressure the
ratings.

Moody's could upgrade Renaissance's ratings if it organically
grows its scale and broadens its product mix while sustaining debt
to EBITDA below 4.0 times, EBITDA less capex coverage of interest
expense above 2.5 times, and free cash flow to debt in excess of
10%.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

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

Renaissance Learning, Inc. is a provider of computer-based
assessment technology and school improvement programs for pre-
kindergarten through senior high (pre-K-12) schools and districts.
The company revenues were approximately $140 million for the
twelve months ended June 30, 2012 (adjusting for the write-off of
deferred revenue).


RESERVES RESORT: Case Summary & 12 Unsecured Creditors
------------------------------------------------------
Debtor: The Reserves Resort, Spa & Country Club LLC
          aka The Reserves Development Corporation
              Reserves Development Corporation
        115 South Avolyn Avenue
        Ventnor, NJ 08406

Bankruptcy Case No.: 12-13316

Chapter 11 Petition Date: December 10, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Adam Hiller, Esq.
                  HILLER & ARBAN, LLC
                  1500 North French Street, 2nd Floor
                  Wilmington, DE 19801
                  Tel: (302) 442-7677
                  Fax: (302) 442-7045
                  E-mail: ahiller@hillerarban.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 12 unsecured creditors is
available for free at http://bankrupt.com/misc/deb12-13316.pdf

The petition was signed by Abraham Korotki, manager/member.


RESIDENTIAL CAPITAL: Proposes Mediator for Plan Negotiations
------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates ask Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to appoint a sitting bankruptcy judge as
mediator to oversee their plan negotiation process.

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York,
relates that although the stage has been set for productive plan
negotiations, including the provision to various parties-in-
interest with equal access to information, the Debtors have
experienced a desire on the part of various constituents to focus
solely on the amount and allocation of the proceeds of any
proposed settlement with Ally Financial Inc. and a reluctance on
the part of certain constituents to discuss issues in advance of
finalization of the Chapter 11 Examiner's report.

One creditor group indicated it believes engaging in the plan
process before the Examiner's investigation concludes is
"objectively futile," to which the Debtors disagree, Mr. Lee
tells the Court.  While the settlement with Ally Financial Inc.
has significant implications in the Chapter 11 cases, the
pendency of the Examiner's investigation need not impede material
progress on discussions regarding alternative settlements with
AFI and other aspects of a plan of reorganization, Mr. Lee
asserts.

While the Debtors plan to encourage and continue negotiation over
the coming weeks, the Debtors ask that the Court appoint a
mediator now to allow the mediator sufficient time to educate him
or herself on the numerous complex issues, that are paramount to
achieving a consensual, confirmable Chapter 11 plan so that the
mediator can step in at the parties' request, as appropriate,
without delay.

Due to the size and complexity of these cases, the Debtors
maintain that the appointment of a sitting bankruptcy court judge
is appropriate for this role.

The Debtors believe that a mediator could provide assistance in
fostering discussion concerning AFI-related issues and
intercreditor/interdebtor issues:

   (a) AFI Related Issues -- The Debtors believe a mediator could
       foster discussion among AFI, the Debtors, and the Debtors'
       creditors on the strengths and weaknesses of estate and
       third party claims against AFI.  A discussion of these
       claims, assisted by a neutral third party mediator, would
       facilitate a consensus view on how best to settle, if
       possible, claims against AFI, and how to allocate the
       proceeds of the AFI Settlement, or any alternative
       settlement, as part of a consensual plan negotiated in
       anticipation of, and prior to the issuance of, the
       Examiner's Report.

   (b) Intercreditor and Interdebtor Issues -- To the extent they
       cannot be resolved in connection with plan discussions, a
       mediator may also be able to provide constructive and
       independent guidance on the complex intercreditor and
       interdebtor issues that will effect plan distributions,
       including, but not limited to, those related to (i) the
       allocation of proceeds from the sale of the Debtors'
       assets, (ii) the validity of certain security interests,
       and entitlement, if any, to postpetition interest and
       fees, (iii) the allocation of administrative claims among
       the Debtor entities, (iv) the extent, validity, and
       priority of various creditors' claims, and (v) the
       treatment of intercompany claims under a plan.

The Debtors specify that establishing a finite period of time in
which mediation will occur will motivate the parties to tackle
the issues head on, without further delay.  Recognizing the
complexity of the issues, however, the Debtors, after
consultation with the relevant parties and the mediator, may seek
to extend that time period, Mr. Lee says.

The Debtors, according to Mr. Lee, have discussed this approach
with a number of parties, including, among others, the Official
Committee of Unsecured Creditors; Wilmington Trust, N.A, the co-
chair of the Creditors' Committee and the indenture trustee for
the Debtors' senior unsecured noteholders, AFI, certain monoline
insurers, and the residential mortgage-backed securities
investors and the RMBS Trustees.  These parties recognize that
the appointment of a mediator is appropriate, Mr. Lee tells the
Court.

The Court will convene a hearing on Dec. 20 to consider approval
of the request.

                     About Residential Capital

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

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

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

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

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

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

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

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


RESIDENTIAL CAPITAL: Wants Until Feb. 28 to File Plan
-----------------------------------------------------
Residential Capital LLC and its affiliates ask Judge Martin Glenn
of the U.S. Bankruptcy Court for the Southern District of New York
to further extend their exclusive period to file a Chapter 11 plan
through and including February 28, 2013, and their exclusive
period to solicit acceptances of that plan through and including
April 29, 2013.

The Debtors relate that since the Sept. 11 hearing on their first
exclusive period extension request, they have participated in
additional meetings with advisors to the Official Committee of
Unsecured Creditors, Ally Financial, Inc., the holders of the
Debtors' junior secured bonds, the holders of senior unsecured
notes, monoline insurers and the residential mortgage-backed
securities investors all in an effort to forge consensus among
parties in interest.

The Debtors have provided key stakeholders an array of business
and financial information in an effort to facilitate productive
discussions.  The Debtors and their advisors provided key
stakeholders with "waterfall" analyses which help set forth
hypothetical returns to creditors.  These types of analyses
require considerable investment of time and attention by the
Debtors and their advisors, according to Gary S. Lee, Esq., at
Morrison & Foerster LLP, in New York.

In order to produce a waterfall, the Debtors and their advisors
are required to review and analyze the latest balance sheet for
each of the 51 Debtors to assess the current value of the
Debtors' assets and liabilities.  Additionally, the Debtors'
assets and liabilities must to be broken down by collateral group
and consideration taken of lien positions and co-borrower and
guarantee relationships.  In producing a waterfall, the Debtors'
advisors are also required to analyze and forecast the trajectory
of the Chapter 11 cases following the closing of the Asset Sales,
including estimating wind-down costs and timing.  Mr. Lee tells
the Court that the Debtors and their advisors have devoted the
time and effort to producing these waterfalls because they
recognize their importance for meaningful plan discussions.

At each of these plan meetings, the Debtors and the meeting
participants identified broad categories of issues that need to
be resolved either prior to or as part of a Chapter 11 plan.
Among the topics that were discussed and that need to be resolved
as part of a successful, consensual plan process, are the
following:

   (a) Intercreditor Issues -- including the extent and validity
       of the liens securing the Debtors' secured debt facilities
       and the treatment of intercompany claims under a plan.

   (b) The AFI Settlement -- including the proposed third party
       releases that may be incorporated into the plan and the
       allocation of the proceeds of any settlement among the
       Debtor entities and their creditors.

   (c) Sales Process -- including the allocation of the proceeds
       among the Debtors' assets, and GSE approval.

   (d) Treatment of Various Claims Under the Plan -- including
       strategy of dealing with various cure claims.

   (e) Examiner Issues -- including possible plan-related
       scenarios leading up to and following the issuance of the
       Examiner's Report and the timing thereof.

   (f) The DOJ/AG Settlement and Consent Order -- including the
       Debtors' requirements thereunder and strategy for
       discussions with the Federal Reserve Board regarding the
       Foreclosure Review services to be performed by
       PriceWaterhouseCoopers, LLP.

   (g) Post-Confirmation Issues -- including the structure and
       cost of the winddown and the timing to conduct the sale of
       the Debtors' remaining assets.

In addition, the Debtors sought the appointment of a mediator to
assist the plan negotiation process and ensure that those with a
seat at the table are in the best position for disciplined, good
faith discussions that are focused on the appropriate issues, Mr.
Lee relates.  The Debtors, he adds, are optimistic that a plan
mediator will aid in the negotiation of a consensual plan despite
the divergent interests of the major stakeholders.

Mr. Lee tells the Court that the Debtors and their advisors
recognize that there is still much work to be done to file and
seek confirmation of a Chapter 11 plan.  The Creditors' Committee
has also advised the Debtors that it supports the proposed
further extension of the Exclusive Periods.  The Debtors believe
that the time will be well spent working cooperatively with their
key party constituents negotiating a consensual Chapter 11 plan.

The current Exclusive Plan Period expires on December 20, 2012,
and the Exclusive Solicitation Period expires on February 18,
2013.  "Allowing the Exclusive Plan Period to terminate at this
time would almost certainly set back the plan process," Mr. Lee
asserts.  "Thus, in order to achieve the best result, the Debtors
need additional time to negotiate, document and file a Chapter 11
plan."

                     About Residential Capital

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

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

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

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

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

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

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

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


RESIDENTIAL CAPITAL: Wants Removal Period Extended Until April 9
----------------------------------------------------------------
Residential Capital LLC and its affiliates ask the Bankruptcy
Court to further extend the period within which they may file
notices of removal of civil actions to the later of (a) April 9,
2013, or (b) should the Court enter an order terminating the
automatic stay as to a particular civil action, for that civil
action, 30 days after the entry of the order terminating the
automatic stay.

The Debtors relate that they are still continuing to review their
files and records and analyze relevant court documents to
determine whether their estates would benefit from the removal of
any of the Civil Actions.  The Debtors assert that further
extending their period to file notices of removal will provide
them with adequate time to conduct the review and to evaluate the
pending litigation matters within the larger context of their
chapter 11 cases.

The Debtors believe that the proposed extension will enable them
to properly consider, and make informed decisions concerning, the
removal of the Civil Actions, although they reserve the right to
request additional extensions should they become necessary.

                     About Residential Capital

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

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

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

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

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

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

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

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


RG STEEL: Hackman Capital Confirms Purchase of Former Plant
-----------------------------------------------------------
Hackman Capital Partners, LLC, confirmed last week the purchase of
the former Wheeling Corrugating plant in Beech Bottom, West
Virginia from RG Steel, Wheeling, LLC.  The firm is working in
conjunction with The Business Development Corporation ("BDC") of
the Northern Panhandle, a non-profit, who took title to the real
estate following the auction of the real property and equipment.
Hackman Capital will be working the BDC to develop and lease the
site.

Beech Bottom was one of the last steel manufacturing facilities of
RG Steel who filed for Chapter 11 bankruptcy this year.  Hackman
Capital, a Los Angeles-based private equity real estate investment
firm, was the winning bidder at the auction for the onsite
equipment.  The firm, which specializes in these types of complex
transactions, sources many real estate and equipment deals through
bankruptcies, turnarounds, and financial restructurings and has
deep experience redeveloping sites of this nature.

"We are excited to collaborate with the BDC to rejuvenate this
site for better economic use," said Michael Hackman, Chief
Executive Officer and Founder of Hackman Capital.  Mr. Hackman
confirmed that their plan is to sell the equipment.

Hackman Capital sourced the deal together with National Machinery
Exchange and Capital Recovery Group and is working in cooperation
with the BDC who has deep knowledge of the area.  The massive site
includes 600 total acres of land -- 150 of which can be used for
development -- and sits in a prime location along the Ohio River.
In recent years, this area has seen an energy boom throughout the
region, which makes this a rare development opportunity.

"This area of West Virginia has exploded economically in recent
months due to new ways to drill for natural gas, so we believe we
have an excellent opportunity to attract companies to the site,"
said Mr. Hackman, "We are hopeful this will bring many new jobs to
the area."

                     About Hackman Capital

Founded in 1986 and headquartered in Los Angeles, Hackman Capital
-- http://www.hackmancapital.com-- is a privately held, asset-
based investment firm that focuses on the acquisition of
industrial real estate and the purchase and sale of industrial
equipment.  The firm currently owns, through its affiliated
entities, 100 facilities throughout the United States, totaling
approximately 18 million square feet and more than 1,300 acres of
developable land.  Hackman Capital also has conducted hundreds of
equipment acquisitions, dispositions, and liquidations on four
continents.  The company is based in Los Angeles.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RIDGE PARK OFFICE: Chapter 11 Case Dismissed
--------------------------------------------
The Chapter 11 case of Ridge Park Office, LLC, has been dismissed
as the Debtor ultimately failed to stop foreclosure attempts by
its lender.  Temecula, California-based Ridge Park sought
bankruptcy protection (Bankr. C.D. Calif. Case No. 11-33683) on
July 22, 2011.

The Debtor filed its chapter 11 case on an emergency basis to
avoid a foreclosure sale of its real property by CSMC 2006-C5
Better World Limited Partnership, the holder of a first position
deed of trust against the Debtor's sole asset known as Garrett
Corporate Center.  After the case was filed, CSMC sought and
obtained relief from the automatic stay.  CSMC is a holder of a
promissory note issued by the Debtor.

CSMC auctioned its interest in the note and a winning bidder
emerged.  The winning bidder has interested into a new agreement
with the Debtor.  With the closing of the sale of the note, either
sole owner Redhawk Communities, Inc. or the Debtor would pay all
general unsecured claims in full, any outstanding U.S. Trustee
fees, and administrative claims in full.

Accordingly, Ridge Park sought dismissal of the case.  The order
was entered June 18.  The order also authorized the Debtor to
immediately pay prepetition claims (comprised solely of a $808.15
priority claim and $6,705.90 of general unsecured claims), the
quarterly fees of the Office of the United States Trustee, and the
outstanding attorneys' fees and expenses of Levene, Neale, Bender,
Yoo & Brill L.L.P., bankruptcy counsel to the Debtor.

Ridge Park affiliates that have separately filed Chapter 11
petitions are: RCI Regional Grove, LLC (Case No. 11-22055) filed
on April 12, 2011; Diaz Road Properties, LLC (Case No. 11-28473)
and RCI Rio Nedo, LLC (Case No. 11-28470) both filed on June 6,
2011; and Woods Canyon Associates L.P. (Case No. 11-32418) filed
on July 11, 2011.   The Ridge Park case was originally assigned to
Judge Catherine E. Bauer but was later moved to Judge Scott C.
Clarkson, who oversees the affiliates' cases.

Prepetition lender CSMC 2006-C5 Better World Limited Partnership
is represented by H. Mark Mersel, Esq., at Bryan Cave LLP.  The
Debtor disclosed liabilities of $11,254,887.


RIDGE VIEW FARM: Lenders Win Dismissal of Chapter 11 Case
---------------------------------------------------------
Northern District of New York Bankruptcy Judge Margaret Cangilos-
Ruiz dismissed the Chapter 11 case of Ridge View Farm LLC, at the
behest of secured creditors Pleasant Acre Farms, LLC, and Germaine
Bourdeau.  The Secured Creditors said the case should be dismissed
for lack of good faith.

The Court also granted a motion by Pleasant Acre in the reopened
chapter 12 case of Ridge View Farm.  Pleasant Acre seeks to modify
the terms of an order granting relief from stay dated June 23,
2011.  The Court granted in rem relief as to the Debtor's farm
land property for a period of one year or such time as may be
necessary for Pleasant Acre to conclude a foreclosure sale,
whichever period is sooner.  Should the Farm be deemed property of
the estate in any new bankruptcy case, whether the subject of a
voluntary or involuntary filing during the interim, the automatic
stay will not apply to the Farm nor to Pleasant Acre and or their
assigns who may proceed with a foreclosure sale of the Farm
without obtaining further relief from the automatic stay.

Pleasant Acre is the assignee of a $400,000 secured claim by Chase
American Mortgage Company, LLC.

Ridge View Farm, LLC, owns roughly 2,800 acres of farm land
located in the towns of Hounsfield, Rutland, and Watertown, New
York.  It claims the Farm holds "valuable mineral rights" and is
improved by several buildings "suitable for living [which] are
rented out when a demand exists."  The Farm was leased out to
neighboring farmers at the time the Debtor filed for bankruptcy.

Ridge View Farm LLC, on March 25, 2009, filed a chapter 12
bankruptcy petition (Bankr. N.D.N.Y. Case No. 09-30498) -- the
first of three bankruptcy filings it would initiate -- to avoid a
tax sale of the Farm.  In its schedules, the the Debtor valued the
Farm at $1,934,469.  The case was ultimately dismissed on Feb. 8,
2010, because the Debtor failed to comply with the terms of a
conditional order, namely, the requirement that it notice a
hearing on confirmation of a chapter 12 plan.

Ridge View Farm filed its second chapter 12 case (Bankr. N.D.N.Y.
Case No. 11-30463) on March 10, 2011, on the eve of a scheduled
foreclosure sale of the Farm.  Shortly thereafter, the creditor,
Chase American Mortgage Company, LLC, obtained relief from the
automatic stay. The Stay Order also granted Chase in rem relief
for a period of one year.  Without opposition from the Debtor,
Ridge View II was dismissed on Aug. 24, 2011 for the Debtor's
failure to file a chapter 12 plan.

On July 6, 2012, Ridge View Farm filed for Chapter 11 bankruptcy
(Bankr. D. Conn. Case No. 12-31700) in New Haven.  Bankruptcy
Judge Lorraine Murphy Weil was assigned to the case.  Peter L.
Ressler, Esq., at Groob Ressler & Mulqueen, P.C., serves as
Chapter 11 counsel.  In the Chapter 11 petition, Ridge View
estimated under $50,000 in assets and between $1 million and $10
million in debts.  A copy of the Company's list of its three
largest unsecured creditors filed with the petition is available
for free at http://bankrupt.com/misc/ctb12-31617.pdf

Ridge View III was filed 13 days after the expiration of the one-
year period during which in rem relief as to the Farm had been
granted by the Stay Order.  The scheduled only one asset, the
Farm, which it values at $7 million.

By order entered Aug. 15, 2012, the N.D.N.Y. Bankruptcy Court
reopened Ridge View II. The Connecticut court, by order entered
Aug. 27, changed the venue and transferred Ridge View III, along
with a related adversary proceeding, to the N.D.N.Y court.

To date, the Debtor has not filed a chapter 11 plan of
reorganization.

A copy of the Court's Dec. 10, 2012 Memorandum-Decision and Order
is available at http://is.gd/iuNcmlfrom Leagle.com.


RIDGELAND APARTMENT: Case Summary & 2 Unsecured Creditors
---------------------------------------------------------
Debtor: Ridgeland Apartment Holdings, LLC
        224 S. 200 W., Suite 110
        Salt Lake City, UT 84101

Bankruptcy Case No.: 12-35417

Chapter 11 Petition Date: December 10, 2012

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Knute A. Rife, Esq.
                  RIFE LAW OFFICE
                  P.O. Box 2941
                  Salt Lake City, UT 84110
                  Tel: (801) 809-9986
                  E-mail: KARife@RifeLegal.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 two largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/utb12-35417.pdf

The petition was signed by Shane Baldwin, principal of
member/manager.


SAN BERNARDINO, CA: Calpers Win Would Rewrite Chapter 9 Rules
-------------------------------------------------------------
Bloomberg News' Steven Church and James Nash report that the
California Public Employees' Retirement System is trying to
rewrite the rules for bankrupt cities, claiming that it should get
paid before almost everyone else, including bondholders.

Bloomberg relates James E. Spiotto, Esq., said in an interview
Calpers is arguing that all of its debt should be treated as an
administrative claim, which means only a handful of creditors
would be paid first, such as the lawyers and financial advisers
working on the bankruptcy case.  Mr. Spiotto said a Calpers
victory would threaten public services in a city trying to
reorganize in bankruptcy, or in an extreme case, cause a city to
disincorporate

"Chapter 9 was never intended to cause the liquidation of a
municipality or the reduction of services," said Mr. Spiotto, who
isn't involved in the San Bernardino and Stockton cases, according
to Bloomberg.  "What Calpers is doing is threatening the basic
tenet of Chapter 9."

"What Calpers is trying to do is rewrite the priorities of the
bankruptcy code," Kenneth N. Klee, who helped revise Chapter 9 of
the U.S. Bankruptcy Code in the 1970s as a lawyer working for
Congress, said in an interview, according to Bloomberg.  He isn't
involved in the California cases.

San Bernardino has an unfunded pension liability of about $143
million and is in default on $50.4 million in bonds issued in 2005
to help cover pension obligations, according to court documents
and the city budget.  San Bernardino has said it must put off $13
million in payments to Calpers or risk public safety.  Bloomberg
relates San Bernardino will battle Calpers in a federal court in
Riverside, California, on Dec. 21 over two related legal issues:
whether Calpers can sue the city to force it to make about $7
million in missed payments and whether the city should be kicked
out of bankruptcy.

The report says Calpers has asked the bankruptcy judge to waive a
restriction preventing the fund from suing the city in state
court, where it would have the chance to force payment.  "The
city's failure to make these contributions is a violation of state
law," Calpers said in court papers, according to the report.

Bloomberg notes that in the Stockton case, Calpers General Council
Peter Mixon issued a statement arguing that pensions and other
public employee benefits are protected by the California
Constitution and have priority over other creditors.  Stockton has
an unfunded pension liability of $147.5 million owed to Calpers,
according to the city's bankruptcy petition.  The city also owes
$124.3 million on pension obligation bonds and about $142 million
for various public projects.  Creditors of Stockton are fighting
Calpers in court, arguing that the pension fund shouldn't be given
preferential treatment and urging the city to take an aggressive
stance in negotiations.

Bloomberg also relates Richard P. Larkin, director of credit
analysis for Herbert J. Sims & Co., a municipal-bond underwriter
in Iselin, New Jersey, said municipal bond investors are watching
San Bernardino's fight with Calpers, partly because so much of the
city's debt is tied to pensions.  "If Calpers wins, I think people
are going to look at bankruptcies for municipalities much more
negatively," Mr. Larkin said by telephone, according to the
report.  "This is a precedent-setting case, not just in California
but nationally."

According to Bloomberg, Richard A. Ciccarone of McDonnell
Investment Management LLC said in an interview that, should
Calpers win, investors who buy municipal bonds will eventually
demand higher interest rates from cities and counties to
compensate for the increased risk.  "It would put more bondholders
at risk than would normally be at risk," said Mr. Ciccarone, chief
research officer at Oak Brook, Illinois-based McDonnell, which
oversees about $8 billion in municipal debt.


SIGNATURE STATION: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Signature Station filed with the Bankruptcy Court for the Northern
District of Georgia its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property
       Apartment Complex at
        100 Leslie Oaks Dr.,
        Lithonia, Georgia        $18,800,000
  B. Personal Property            $1,943,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims
        Regions Bank                              $14,405,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $15,265
                                 -----------      -----------
        TOTAL                    $20,743,936      $14,420,265

The Debtor estimated $10 million to $50 million in total assets
and liabilities in the Chapter 11 petition.

Signature Station filed a Chapter 11 petition (Bankr. N.D. Ga.
Case No. 12-75646) in Atlanta on Oct. 11, 2012.  The Debtor is a
Single Asset Real Estate as defined in 11 U.S. Sec. 101(51B). The
Debtor said that as of March 6, 2012, its property was appraised
for $18.8 million.

Bankruptcy Judge Margaret Murphy presides over the case.  Howick,
Westfall, McBryan & Kaplan, LLP, serves as counsel.


SILICON VALLEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Silicon Valley Innovation Company, LLC
        aka Silicon Valley Innovation Capital, LLC
            SVIC
            Silicon Valley Internet Capital, LLC
        fka Silicon Valley Internet Capital, Inc.
        c/o National Registered Agents, Inc.
        160 Greentree Drive, Suite 101
        Dover, DE 19904

Bankruptcy Case No.: 12-13318

Chapter 11 Petition Date: December 10, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Brian L. Arban, Esq.
                  HILLER & ARBAN, LLC
                  1500 North French Street
                  Wilmington, DE 19801
                  Tel: (302) 442-7677
                  Fax: (302) 442-7046
                  E-mail: barban@hillerarban.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 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/deb12-13318.pdf

The petition was signed by Riverson Leonard, officer.


SLD PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SLD Properties, LLC
        1203 NE 78th Street
        Vancouver, WA 98665

Bankruptcy Case No.: 12-48259

Chapter 11 Petition Date:

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: John D. Nellor, Esq.
                  NELLOR LAW OFFICE
                  Park Tower One
                  201 N.E. Park Plaza Drive, Ste 202
                  Vancouver, WA 98684
                  Tel: (360) 816-2241
                  E-mail: jd@nellorlaw.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 12 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb12-48259.pdf

The petition was signed by Scott Dickinson, member manager.


SPECTRUM BRANDS: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Madison, Wis.-based Spectrum Brands Inc. The
outlook remains positive.

"At the same time, we assigned our 'B' issue-level rating to the
company's proposed $800 million term loan B due 2019. The recovery
rating is '3', which indicates our expectation for meaningful
recovery (50% to 70%) for secured term loan lenders in the event
of a payment default or bankruptcy. We also assigned our 'B-'
issue-level rating to the company's proposed $1.04 billion senior
unsecured notes due 2020. The recovery rating is '5', which
indicates our expectation for modest recovery (10% to 30%) for
unsecured noteholders in the event of a payment default or
bankruptcy," S&P said.

"Our issue-level rating on the company's existing 9.5% $950
million senior secured notes due 2018 is 'B', with a recovery
rating of '3'. Our issue-level rating on the company's existing
6.75% $300 million senior unsecured notes is 'B-'. The recovery
rating is '5', which indicates our expectation for modest recovery
(10% to 30%) for unsecured noteholders in the event of a payment
default or bankruptcy. The ratings are based on the proposed terms
and are subject to review upon receipt of final documentation,"
S&P said.

"We will withdraw our 'B' issue-level rating and '3' recovery
rating on the company's existing term loan once it is repaid with
the proceeds from the proposed financing. We estimate the company
will have about $3.1 billion in reported debt outstanding
following the transaction," S&P said.

"We believe Spectrum Brands benefits from the proposed acquisition
of HHI," said Standard & Poor's credit analyst Brian Milligan.
"HHI is a provider of residential locksets, builders' hardware,
and faucets. The acquisition will increase the company's scale and
increase both product and customer diversification. We expect
credit metrics will strengthen over the next 12 months through a
combination of higher EBITDA and debt reduction," S&P said.


STOCKTON, CA: Calpers Win Would Rewrite Chapter 9 Rules
-------------------------------------------------------
Bloomberg News' Steven Church and James Nash report that the
California Public Employees' Retirement System is trying to
rewrite the rules for bankrupt cities, claiming that it should get
paid before almost everyone else, including bondholders.

Bloomberg relates James E. Spiotto, Esq., said in an interview
Calpers is arguing that all of its debt should be treated as an
administrative claim, which means only a handful of creditors
would be paid first, such as the lawyers and financial advisers
working on the bankruptcy case.  Mr. Spiotto said a Calpers
victory would threaten public services in a city trying to
reorganize in bankruptcy, or in an extreme case, cause a city to
disincorporate

"Chapter 9 was never intended to cause the liquidation of a
municipality or the reduction of services," said Mr. Spiotto, who
isn't involved in the San Bernardino and Stockton cases, according
to Bloomberg.  "What Calpers is doing is threatening the basic
tenet of Chapter 9."

"What Calpers is trying to do is rewrite the priorities of the
bankruptcy code," Kenneth N. Klee, who helped revise Chapter 9 of
the U.S. Bankruptcy Code in the 1970s as a lawyer working for
Congress, said in an interview, according to Bloomberg.  He isn't
involved in the California cases.

San Bernardino has an unfunded pension liability of about $143
million and is in default on $50.4 million in bonds issued in 2005
to help cover pension obligations, according to court documents
and the city budget.  San Bernardino has said it must put off $13
million in payments to Calpers or risk public safety.  Bloomberg
relates San Bernardino will battle Calpers in a federal court in
Riverside, California, on Dec. 21 over two related legal issues:
whether Calpers can sue the city to force it to make about $7
million in missed payments and whether the city should be kicked
out of bankruptcy.

The report says Calpers has asked the bankruptcy judge to waive a
restriction preventing the fund from suing the city in state
court, where it would have the chance to force payment.  "The
city's failure to make these contributions is a violation of state
law," Calpers said in court papers, according to the report.

Bloomberg notes that in the Stockton case, Calpers General Council
Peter Mixon issued a statement arguing that pensions and other
public employee benefits are protected by the California
Constitution and have priority over other creditors.  Stockton has
an unfunded pension liability of $147.5 million owed to Calpers,
according to the city's bankruptcy petition.  The city also owes
$124.3 million on pension obligation bonds and about $142 million
for various public projects.  Creditors of Stockton are fighting
Calpers in court, arguing that the pension fund shouldn't be given
preferential treatment and urging the city to take an aggressive
stance in negotiations.

Bloomberg also relates Richard P. Larkin, director of credit
analysis for Herbert J. Sims & Co., a municipal-bond underwriter
in Iselin, New Jersey, said municipal bond investors are watching
San Bernardino's fight with Calpers, partly because so much of the
city's debt is tied to pensions.  "If Calpers wins, I think people
are going to look at bankruptcies for municipalities much more
negatively," Mr. Larkin said by telephone, according to the
report.  "This is a precedent-setting case, not just in California
but nationally."

According to Bloomberg, Richard A. Ciccarone of McDonnell
Investment Management LLC said in an interview that, should
Calpers win, investors who buy municipal bonds will eventually
demand higher interest rates from cities and counties to
compensate for the increased risk.  "It would put more bondholders
at risk than would normally be at risk," said Mr. Ciccarone, chief
research officer at Oak Brook, Illinois-based McDonnell, which
oversees about $8 billion in municipal debt.


TAYLOR BEAN: D.C. Court Permits BofA to Proceed Against FDIC
------------------------------------------------------------
Tom Schoenberg, writing for Bloomberg News, reports that U.S.
District Judge Barbara Rothstein, in a 73-page opinion issued in
Washington, D.C., permitted Bank of America Corp. to proceed with
some claims against the Federal Deposit Insurance Corp. over $1.75
billion in corporate client losses stemming from a mortgage-fraud
scheme at failed lender Taylor, Bean & Whitaker Mortgage Corp.
The judge said the bank's fraud claim against the FDIC is among
those that will proceed to discovery.  The judge also allowed some
FDIC counterclaims against Bank of America to move forward.

The case is Bank of America v. FDIC, 10-cv-01681, U.S. District
Court, District of Columbia (Washington).

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TC GLOBAL: Baristas to Compete at Jan. 3 Auction
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tully's Coffee Shops may benefit from competitive
bidding at the court-authorized auction on Jan. 3.

Tully's signed Jonah Retail Holdings LLC, an affiliate of Kachi
Partners, to a $4.3 million contract for the 47 continuing
locations.  The Kachi's offer includes $1.25 million cash and the
assumption of liability for $1 million in gift cards and
$1.63 million to cure defaults on contracts.

Competitor Baristas Coffee Co. has announced that it intends to
compete at the auction.  Baristas said it formed a new company for
the acquisition.  Participants in the offer include some of
Tully's existing shareholders and other investors, according to a
statement.

Under procedures approved by the bankruptcy judge Dec. 10, the
auction is set for Jan. 3.  Bids are due Dec. 27.  A hearing on
the results of the auction is scheduled for Jan. 11.

Lisa Jennings, writing for Nation's Restaurant News, reports that
Baristas Coffee Company said Tuesday it is making a $10.4 million
bid for the assets of TC Global Inc.  The report notes Baristas is
a Seattle-based operator of a chain of drive-thru "sexpresso"
stands manned by attractive female baristas.

Nation's Restaurant News also reports that Tully's founder Tom
"Tully" O'Keefe, said he has been contacted by other potential
buyers that have also expressed interest.  Mr. O'Keefe said he is
also working on a bid, though he noted that other bidders have
also contacted him with the hope of getting him involved.

TC Global last month announced an asset purchase agreement with
finance group Kachi Partners, which became the stalking-horse
bidder in the auction.  Under the deal, TC Global's assets would
be acquired by Jonah Retail Holdings LLC, an entity backed by
Boulder, Colo.-based finance group Kachi Partners, for $4.3
million, including $1.25 million in cash.  The deal includes a
$200,000 "break up" fee if a higher bidder emerges.

The Nation's Restaurant News report notes the Kachi Partners
agreement and the bankruptcy do not impact the wholesale and
online Tully's Coffee business, which was purchased by Green
Mountain Coffee Roasters Inc. in 2009.  Complicating the auction,
however, is a non-compete agreement with Green Mountain that could
hinder a potential buyer that has a significant interest in a
competing coffee brand, like Baristas, according to Nation's
Restaurant News.

Nation's Restaurant News relates Barry Henthorn, chief executive
of Baristas, said he's not concerned about the non-compete
agreement because the bid for Tully's assets is being made by a
separate entity called Baristas Acquisition Partners Inc., which
is backed by existing Tully's and Baristas shareholders, other
executives from the coffee industry, financial analysts,
investment bankers, professional athletes and other investors.

The report also notes that in earlier court filings, the offer by
Baristas Acquisition Partners was described as totaling $10.4
million in cash with assumed liabilities.  Part of the offer would
include $4.1 million in negotiable securities for secured and
unsecured creditors, and $3.5 million in negotiable securities for
TC Global shareholders.

Except for a period between May and June 2011, Baristas' stock
mostly traded below 10 cents a share. As a result of the
announcement about taking a run at Tully's, the stock more than
doubled to close at 2.8 cents in over-the-counter trading.

                          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.


TNS INC: S&P Puts 'BB-' CCR on Watch Neg over Sirius Deal
---------------------------------------------------------
Standard & Poor's Rating Services placed its 'BB-' corporate
credit rating on TNS Inc. on CreditWatch with negative
implications.

This action follows TNS' announcement that it has agreed to be
acquired by an investor group led by private equity firm Siris
Capital Group for about $862 million, including the refinancing of
TNS' senior secured debt.

"The CreditWatch listing reflects the prospective new private
equity ownership and our expectation that leverage will increase
to finance the buyout," said Standard & Poor's credit analyst
Michael Weinstein. "Furthermore, we believe that the new ownership
structure could lead to a financial policy that is materially more
aggressive than the company has historically pursued; therefore,
we would likely revise our financial risk assessment of TNS, which
is currently 'significant,' with leverage of approximately 3x as
of Sept. 30, 2012, adjusted for the present value of operating
leases, which amounted to an additional $93 million of debt. As a
result of these financial risk considerations, we believe that we
would likely lower our corporate credit rating on TNS to the 'B'
ratings category upon shareholder approval and completion of the
buyout."

"The CreditWatch placement is based on our expectations for higher
debt leverage associated with the transaction. We plan to review
the specific terms of the proposed financing and its effect on
leverage and cash flow to resolve the CreditWatch listing. We
currently believe that upon completion of the transaction, we
would likely lower the corporate credit rating to the 'B'
category. In contemplating our ratings outcome, we will evaluate
TNS' financial risk profile pro forma the buyout transaction,
including prospective heightened leverage and financial policy
from owners in conjunction with our existing business risk
assessment," S&P said.


TOBACCO SETTLEMENT AUTH: Moody's Ups Rating on 2005A Bonds to Ba1
-----------------------------------------------------------------
Moody's Investors Services has upgraded the Series 2005A tobacco
settlement bonds issued by Iowa's Tobacco Settlement Authority.
The transaction is a securitization of payments owed to the issuer
pursuant to the Master Settlement Agreement (MSA) between certain
domestic tobacco manufacturers and 46 states and certain
territories.

Complete rating action is as follows:

Issuer: Tobacco Settlement Authority (Iowa), Series 2005

  2005A, Upgraded to Ba1 (sf); previously on Sep 8, 2011
  Downgraded to B2 (sf)

Ratings Rationale

The rating action is a result of a correction to the cash flow
model that Moody's uses in rating tobacco settlement revenue
bonds. The version of the model used in Moody's September 2011
rating action did not use funds in the Debt Service Reserve
Account to cover any shortfalls in the payment of principal on the
final maturity dates. This resulted in a higher probability of
default and severity of loss for the Series than it did when
Moody's corrected the model error. Because of the sequential-pay
structure of this securitization, the correction of the error had
no impact on any other outstanding series issued in this
securitization.

Principal Methodology

The principal methodology used in this rating was "Moody's
Approach to Rating Tobacco Settlement Revenues Securitizations"
published in May 2011.


TONY TEIXEIRA: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tony Teixeira & Son Dairy
        10986 Livingston/Cressey Road
        Livingston, CA 95334

Bankruptcy Case No.: 12-60065

Chapter 11 Petition Date: December 7, 2012

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Fredrick E. Clement

Debtor's Counsel: Peter L. Fear, Esq.
                  LAW OFFICES OF PETER L. FEAR
                  7750 N Fresno St #101
                  Fresno, CA 93720-1145
                  Tel: (559) 436-6575

Scheduled Assets: $1,686,138

Scheduled Liabilities: $6,118,413

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/caeb12-60065.pdf

The petition was signed by Antonio C. Teixeira, partner.


TORCH ENERGY: Receives Continued Listing Standards from NYSE
------------------------------------------------------------
Torch Energy Royalty Trust received a continued listing standards
notice from the New York Stock Exchange on Dec. 6, 2012 due to the
fact that the average closing price of the Trust's units was less
than $1.00 per unit over a period of 30 consecutive trading days.

The Trust's units continue to trade on the NYSE. Under NYSE rules,
the Trust has six months following receipt of the letter
notification to regain compliance with the minimum unit price
requirement.  The Trust may regain compliance at any time during
the six-month cure period if the trust's unit has a closing unit
price of at least $1.00 on the last trading day of any calendar
month during the period and also has an average closing unit price
of at least $1.00 over the 30 trading-day period on the last
trading day of that month or on the last day of the cure period.
Pursuant to NYSE rules, the Trust intends to notify the NYSE
within 10 business days from the receipt of the NYSE notification
of its intent to cure the deficiency related to the Trust units
within the six-month cure period.

Notwithstanding the opportunity for a six-month grace period to
return to compliance with NYSE continued listing requirements,
given the Trust's termination and the recent market experience
with our listed securities, there can be no assurance that the
Trust will return to compliance with the NYSE listing standards.
Moreover, no assurance can be given that future actions by the
Trust or the marketplace will not give rise to alternative bases
for potential delisting from the NYSE.

                 About Torch Energy Royalty Trust

Headquartered in Wilmington, Detroit, Torch Energy Royalty Trust
(NYSE:TRU) -- http://www.torchroyalty.com/-- was formed pursuant
to a trust agreement among Wilmington Trust Company, as trustee,
Torch Royalty Company, Velasco Gas Company Ltd. and Torch Energy
Advisors Incorporated as grantor.  TRC and Velasco contracted to
sell the oil and gas production from certain oil and gas
properties to Torch Energy Marketing Inc., a subsidiary of Torch,
under a purchase contract.  TRC and Velasco receive payments
reflecting the proceeds of oil and gas sold and aggregate these
payments, deduct applicable costs and make payments to the Trustee
each quarter for the amounts due to the Trust.  The Underlying
Properties constitute working interests in the Chalkley Field in
Louisiana, the Robinson's Bend Field in the Black Warrior Basin in
Alabama, Cotton Valley formations in Texas and Austin Chalk
formation in Texas.


TORM A/S: Regains Compliance With NASDAQ Listing Rules
------------------------------------------------------
TORM A/S TRMD has received confirmation from NASDAQ Listing
Qualifications that the Company's American Depository Receipts
(ADRs) have closed (bid) at US$1.00 per ADR or greater for ten
consecutive trading days.  Accordingly, the Company has regained
compliance with the NASDAQ Stock Market listing rules.

TORM -- http://www.torm.com/-- is one of the world's leading
carriers of refined oil products as well as a significant player
in the dry bulk market.  The Company operates a fleet of
approximately 110 modern vessels in cooperation with other
respected shipping companies sharing TORM's commitment to safety,
environmental responsibility and customer service.  TORM was
founded in 1889.

The Company conducts business worldwide and is headquartered in
Copenhagen, Denmark.


TRAINOR GLASS: Can Hire Cole Martin to Render Auditing Services
---------------------------------------------------------------
Trainor Glass Company obtained permission from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Cole, Martin
& Co., Ltd., to render certain auditing services related to the
Debtor's 401(k) and profit sharing plan, nunc pro tunc to Aug. 27,
2012.

As reported by the TCR on Nov. 23, 2012, Thomas Trainor, as
trustee of the Trainor 401(k)/Profit Sharing Plan, entered into
agreements with Cole Martin for certain audit services relating to
the Trainor 401(k)/Profit Sharing Plan for the year ended Dec. 31,
2011, and for the year ended March 31, 2012, to prepare and file
an IRS Form 5500 for the year ended Dec. 31, 2011, and for the
year ended March 31, 2012, on Aug. 27, 2012.  Cole Martin has
rendered the audit services required for the year ended Dec. 31,
2011.  Cole Martin's fee for the services is $5,900.  Cole Martin
has not yet rendered the audit services for the year ended
March 31, 2012.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Exclusive Plan Filing Period Extended to Jan. 8
--------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois extended, at the behest of Trainor
Glass Company, the exclusive periods for the Debtor to file a plan
until Jan. 8, 2013, and to solicit acceptances of that plan until
March 9, 2013.

The Debtor has been liquidating its assets with the authorization
of the Court.  Substantially all of the Debtor's physical assets
have now been liquidated.

The Debtor has been working closely with the Official Committee of
Unsecured Creditors and its secured lender, First Midwest Bank, to
discuss the structure of a plan.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRIBUNE CO: Calif. Newspaper Owners May Buy Assets
--------------------------------------------------
Reuters' Jennifer Saba and Ronald Grover report that San Diego
Union-Tribune owner Doug Manchester and Orange County Register
owner Aaron Kushner are interested in acquiring Tribune Co.'s
stable of newspapers, according to people familiar with the
situation.

"If they should become available, we are prepared to take a
serious look at purchasing some or all of them if the terms are
healthy and we believe, market by market, that we can reverse the
downward trajectory of advertising and circulation," Mr. Kushner,
head of Freedom Communications, said in a statement, according to
Reuters.  But Mr. Kushner cautioned that talk of the sale is
premature.

The sources said Tribune could grab interest for its publishing
assets that include the Baltimore Sun and the Orlando Tribune,
from other bidders such as News Corp's Rupert Murdoch.

Freedom Communication owns the Orange County Register.

The report says News Corp and Tribune declined to comment.  Mr.
Manchester did not immediately respond to comment.  Oaktree
Capital Management and Angelo Gordon were not immediately
available to comment.  JP Morgan declined to comment.

According to Reuters, the sources said Tribune Co. will be seeking
buyers for its newspapers once it emerges from bankruptcy,
expected by Dec. 31.  The sources also said Oaktree Capital
Management, JPMorgan Chase & Co and Angelo, Gordon & Co, the
controlling Tribune owners, made the decision to sell off its
print business to focus instead on Tribune's television stations
in cities like Chicago, New York, and Seattle.

Tribune's TV operations are estimated to account for $2.85 billion
of the company's $7 billion valuation, while its publishing assets
are estimated to represent $623 million, according to report by
its financial advisor Lazard, Reuters relates.  The rest of its
value resides in other assets including its stake in the Food
Network and its cash balance.  Tribune also owns WGN America, a
national news feed of its Chicago station, which it repackages as
a super-station and distributes through cable and satellite to
more than 76 million homes, according to Nielsen Co. data.,
Reuters relates.

Reuters also reports that Tribune's owners are expected to name
industry veteran Peter Liguori, a former Fox and Discovery
Communications executive, as its CEO once it emerges from
bankruptcy.  The owners are also negotiating with Peter Murphy,
Walt Disney Co's former top strategic planner, to become its chief
operating officer, said two people with knowledge of the talks.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Said to Be Hiring Bankers to Sell Newspaper Assets
--------------------------------------------------------------
Bloomberg News' Edmund Lee and Serena Saitto report that,
according to two people with knowledge of the matter, Tribune Co.
is interviewing bankers about selling its papers.  Bloomberg said
the sources asked not to be named because the talks are private.

The sources said Tribune's owners are seeking an adviser for a
possible sale after Tribune exits bankruptcy, which is slated to
happen by Dec. 31.

Bloomberg also relates that one person familiar with Rupert
Murdoch's thinking said the chairman and chief executive officer
of News Corp. plans to take a close look at Tribune's newspaper
assets once they're available.

According to the report, Reed Phillips, managing partner of
investment bank DeSilva & Phillips LLC, who isn't involved in the
discussions and doesn't have direct knowledge of the matter, said
the owners may hold onto the larger newspapers, such as the ones
in Los Angeles and Chicago, and look to sell the smaller titles
more immediately.

Bloomberg notes Gary Weitman, a spokesman for Chicago-based
Tribune Co., declined to comment, as did Nathaniel Brown, a
spokesman for News Corp. in New York.

In November, Tribune won approval from the Federal Communications
Commission to transfer its television and radio licenses to new
owners -- including JPMorgan Chase & Co., and hedge funds Oaktree
Capital Management LP and Angelo, Gordon & Co. -- the last hurdle
to emerging from bankruptcy.

                         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)


UPPER DECK: Dutch Insolvency Proceeding Recognized in U.S. Courts
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
recognized the Dutch insolvency proceedings of Upper Deck
International B.V., as a foreign main proceeding pursuant to
Sections 1515 and 1517(a) of the Bankruptcy Code.

UDI's center of main interests is located in The Netherlands.

Loes A. van Kooten-Hendriks, as insolvency administrator, is
recognized as the foreign representative of UDI in the Chapter 15
case in the U.S.  The insolvency administrator is entitled to,
among other things: seek or respond to discovery, examine
witnesses, seek and take evidence, and deliver or obtain
information concerning UDI's assets, affairs, rights, obligations,
or liabilities pursuant to Section 1521(a)(4) of the Bankruptcy
Code.

                  About Upper Deck International

Upper Deck International B.V., aka Upper Deck Europe B.V., the
European arm of the sports trading-card company, is in insolvency
proceedings in The Netherlands.  Loes A. van Kooten-Hendriks,
serves as Insolvency Administrator and putative foreign
representative of Upper Deck International B.V.

On Oct. 18, 2012, the foreign representative filed a petition
under Chapter 15 of the Bankruptcy Code for recognition of the
foreign proceeding.  The foreign representative is represented in
the U.S. case by David Farrington Yates, Esq., and Oscar N.
Pinkas, Esq., at SNR Denton US LLP.  Bankruptcy Judge Stuart M.
Bernstein oversees the case.

UDI was in the business of, inter alia, publishing, producing and
distributing, as well as wholesale trading in, sports and
amusement cards and stickers, in particular collectable trading
cards, and acquiring capitalizing upon patents, trade names and
trademarks.

The Debtor is estimated to have at least US$50 million in assets
and liabilities up to US$50,000.

Judge Stuart M. Bernstein presides over the Chapter 15 case.


VERTIS HOLDINGS: Direct Fee Review Appointed as Fee Examiner
------------------------------------------------------------
The U.S. bankruptcy Court for the District of Delaware approved
the appointment of Direct Fee Review, LLC as fee examiner in the
Chapter 11 cases of Vertis Holdings, Inc., et al.

The fee examiner is expected to, among other things:

   a) review interim and final fee applications filed by each
      applicant in the Chapter 11 cases of the Debtors;

   b) review, to the extent appropriate, any relevant documents
      filed in the Chapter 11 cases to be generally familiar with
      the Chapter 11 cases and its dockets; and

   c) serve each final report on counsel for the Debtors, the
      Office of the U.S. Trustee for the District of Delaware,
      counsel for the Creditors' Committee, counsel to the General
      Electric Capital Corporation, as administrative agent of the
      Debtors' prepetition revolving credit facility, and each
      applicant whose fees and expenses are addressed in the final
      report.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VILLAGE GREEN: Artificial Impairment of Claims Discussed in Case
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a case is percolating toward the U.S. Court of
Appeals in Cincinnati, a circuit court that hasn't yet laid down a
rule on what constitutes "artificial impairment" that can assist a
bankrupt company in cramming down a plan on creditors.

According to the report, the case involves an apartment project
with a plan setting up three creditor classes.  The secured lender
is in two classes, one for the secured portion of the claim and
the second for the unsecured deficiency.  The third class has two
unsecured creditors with claims aggregating $2,400. The class was
to receive full payment in two installments one and two months
after consummation of the plan.  The two unsecured creditors
accepted the plan.  The bankruptcy court crammed down the plan on
a lender. The lender appealed and won a remand.

According to the report, U.S. District Judge S. Thomas Anderson in
Memphis, Tennessee, said the Sixth Circuit in Cincinnati is yet to
rule on what constitutes artificial impairment for the purpose of
securing an accepting class of creditors and making cramdown
possible on a secured lender.

Without saying whether artificial impairment is an issue under
Sections 1129(a)(10) or 1129(a)(3) of the Bankruptcy Code, Judge
Anderson sent the case back to bankruptcy court for a
determination of whether there was "some economic justification
for delaying payment to the de minimis creditors."

The case is Federal National Mortgage Association v. Village Green
I GP, 12-2163, U.S. District Court, Western District of Tennessee
(Memphis).

Village Green I GP owned 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.


VISTEON CORP: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Visteon Corporation's
Corporate Family (CFR) and Probability of Default Rating (PDR) at
B1 and changed the outlook of the company's $500 million of senior
unsecured notes to stable from negative. The Speculative Grade
Liquidity rating is unchanged at SGL-3.

The affirmation and change in outlook reflect Moody's expectation
that the company will not undertake further actions to acquire the
remaining 30 percent of the public shares of its Korean affiliate,
Halla Climate Control Corp. (HCC) following the expiry of
Visteon's unsuccessful tender offer in July 2012. Had Visteon been
successful in acquiring these shares, it would have resulted in
the company's existing rated debt being structurally subordinate
to new debt at HCC used to fund the purchase of the shares. The
affirmation also incorporates the company's announcement that it
has given the required notice under the governing indenture to
redeem $50,000,000 of its senior unsecured notes.

The following ratings were affirmed:

Visteon Corporation:

  Corporate Family Rating, at B1;

  Probability of Default, at B1;

  B2 (LGD4, 59%), for the $500 million guaranteed senior
  unsecured notes

  Speculative Grade Liquidity Assessment, at SGL-3;

The asset based revolving credit facility is not rated by Moody's.

Ratings Rationale

Visteon's B1 Corporate Family Rating incorporates the company's
modest profit margins in the 3% to 5% range (including Moody's
adjustments) which has resulted in Free Cash Flow/Debt at about
3.7%. Both of these metrics are supportive of the assigned rating
and benefit from the company's diverse geographic revenue base and
business with growing customers. Yet, economic uncertainty in
Europe (about 33% of revenues) and slow growth in the company's
Asia Pacific markets (about 43% of revenues) will constrain growth
over the near-term. The ratings also incorporate the risks around
the company's announced plans to contribute its climate control
business to its 70% owned subsidiary, Halla Climate Control, and
announced restructuring and other costs of approximately $100
million to allow the company to further reduce SG&A and other
fixed costs in 2013. These restructuring actions are in addition
to major cost reduction actions completed in 2010. Moody's also
believes there are risks involved with the company's ability to
access funds generated by its foreign subsidiaries and joint
ventures on a timely and cost effective basis.

The stable rating outlook incorporates Visteon's strong credit
metrics and good liquidity profile balanced with the company's
developing strategic direction and financial policies.

Visteon is anticipated to have an adequate liquidity profile over
the near-term supported by cash balances and availability under
the asset-based revolving credit facility. Unrestricted cash
balances as of September 30, 2012 were approximately $901 million.
About 60% of this cash was located in non-guarantor subsidiaries
including the company's joint ventures where Moody's believes
there are risks involved with the company's ability to access
these funds. As of September 30, 2012, the $175 million asset-
based revolver had no cash drawings and has a borrowing capacity
of $156 million. While modest in size, the facility is expected to
be largely undrawn over the near-term. Visteon's free cash flow
generation is expected to be positive over the near-term term as
previous capital expenditures to support higher revenues moderate.
Free cash flow generation also is expected to be pressured by
weakening demand in Europe. The asset-based revolving credit
facility does not have financial covenants. Alternate liquidity is
limited by debt incurrence covenants under the credit facilities.

Consideration for a higher outlook or rating would require
continued operating performance improvement supporting
EBIT/interest above 3.0x and sustaining Debt/EBITDA at about 2.5x.
Sustaining positive free cash flow generation would also be a
consideration for a potential positive rating action.

Developments that could lead to lower outlook or ratings include
deterioration in automotive industry conditions that are not
offset by cost saving actions resulting in EBIT/interest sustained
below 2.5x or Debt/EBITDA sustained above 3.5x. Deteriorating
liquidity could also lead to a lower outlook or rating.

The principal methodology used in rating Visteon was the Global
Automotive Supplier Industry Methodology published in January
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.

Visteon, headquartered in Van Buren Township, Michigan, is a
leading global automotive supplier that designs, engineers and
manufactures innovative climate, electronic, interior and lighting
products for vehicle manufacturers. The company has facilities in
26 countries and employs approximately 26,000 people. Revenues for
the year ending December 31, 2011 were approximately $8.0 billion.


VOICES OF FAITH: Court OKs Oracle Real Estate as Appraiser
----------------------------------------------------------
Voices of Faith Ministries, Inc. sought and obtained approval from
the U.S. Bankruptcy Court to employ Oracle Real Estate Services
LLC as its real estate appraiser.

The Debtor said it is in the process of compiling information
necessary to complete its proposed plan of reorganization.  In
that regard, it must ascertain the current fair market value of
the property.

The appraisers at Oracle who will be handling the matter include
Joseph N. Kusmik and Debra R. Forrest.

The estimated cost of the appraisals is $16,650.  Oracle also
requested payment of a refundable travel expense retainer in the
amount of $1,500 to cover the travelling and licensing needed to
appraise the property located in Louisiana.

Voices of Faith Ministries, Inc., is a Georgia non-profit
corporation that operates a Christian faith church known as Voices
of Faith Ministries.  It has 10,000 attending members and five
locations.  The Debtor's properties consist of seven buildings and
two parcels of vacant land located in Georgia and Louisiana.

Based in Stone Mountain, Georgia, Voices of Faith filed for
Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No. 11-85028) on
Dec. 5, 2011.  The petition was signed by Gary Hawkins, Sr., CEO.
The Debtor has hired Moore Law Group LLC and Geiger Law LLC as co-
bankruptcy counsel.


WATERFRONT OFFICE: Five Mile's 2 Stamford Buildings in Chapter 11
-----------------------------------------------------------------
The Wall Street Journal's Developments Blog reports that private-
equity firm Five Mile Capital Partners LLC and Stamford, Conn.-
based investor Building and Land Technology placed two office
complexes in Stamford in Chapter 11 bankruptcy late last month to
stall foreclose attempts by German bank Deutsche Genossenschafts-
Hypothekenbank.

The report recounts Five Mile obtained the 600 Summer St. and
Stamford Landing complexes in 2010 when it used a delinquent, $15
million mezzanine loan on the properties to seize them from local
owner Antares Inc.

The report relates in August 2012, the properties' $55 million
first mortgage came due.  Five Mile wasn't able to work out a
compromise with mortgage holder Deutsche Genossenschafts-
Hypothekenbank.

The report notes the lender tapped brokerage Eastdil Secured to
help market the properties in advance of a foreclosure auction
Nov. 28, but Five Mile put the properties into bankruptcy just
before it.  The bankruptcy petitions were filed in U.S. Bankruptcy
Court in Connecticut.

Waterfront Office Building LP and Summer Office Building LP filed
for Chapter 11 protection (Bankr. Conn.D.C. Case Nos. 12-52121 and
12-52122) on Nov. 27, 2012.  Waterfront estimated at least $50
million in assets and at least $50 million in liabilities.  Summer
estimated at least $10 million in assets and at least $50 million
in liabilities.  James Berman, Esq., at Zeisler And Zeisler, P.C.,
in Bridgeport, Connecticut, serve as counsel to the Debtors.


WATERSCAPE RESORT: Court Rules on Pavarini's Summary Judgment Bid
-----------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein granted, in part, and denied,
in part, Pavarini McGovern LLC's request for summary judgment in
its class action adversary complaint against Waterscape Resort
LLC.  Pavarini was retained as general contractor by Waterscape to
construct a building in Manhattan. Allegedly owed roughly $11
million, Pavarini commenced the class action contending that
Waterscape diverted certain trust fund monies owed to Pavarini
and, ultimately, the subcontractors that worked on the Project.
U.S. Bank, National Association and USB Capital Resources, Inc.
f/k/a USB Capital Funding Corp., provided loan facilities to
Waterscape to refinance pre-existing debt and fund the
construction of the Project, a 45-story hotel and condominium
building located at 66-70 West 45th Street in Manhattan.  Pavarini
also sued U.S. Bank.

In July 2011, Waterscape confirmed its Second Amended Plan of
Reorganization roughly one month after Pavarini commenced the
adversary proceeding.  The Plan contemplated the sale of the hotel
portion of the Project free and clear of all liens, claims and
interests, and all but $14 million from the hotel sale proceeds
would be paid to U.S. Bank in partial satisfaction of its Class 1
claim.  The balance would fund an $11 million Trust Fund Account
for the benefit of the overlapping Class 3 Lien Law/trust fund
claimants; the remaining $3 million would fund the Class 5 Reserve
Account for the benefit of the unsecured creditors in that class.

The lawsuit is, PAVARINI McGOVERN, LLC, Plaintiff, v. WATERSCAPE
RESORT LLC, et al., Defendants, Adv. Proc. No. 11-02248 (Bankr.
S.D.N.Y.).  A copy of the Court's Dec. 10, 2012 Memorandum
Decision is available at http://is.gd/6H64vffrom Leagle.com.

Eric W. Sleeper, Esq. -- esleeper@bartonesq.com -- at Barton LLP,
argues for Pavarini McGovern.

                       About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel and Residences, filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
11-11593) on April 5, 2011.  Waterscape acquired property
consisting of three contiguous buildings at 66, 68 and 70 West
45th Street in Manhattan, for the sum of $20 million, and
developed the property into a 45-storey condominium project
including a luxury hotel, a restaurant and luxury residential
apartments.  The purchase was financed with a $17 million
acquisition loan and mortgage from U.S. Bank Association.  The
Cassa NY Hotel and Residences features 165 hotel rooms, and above
the hotel units, 57 residences.

Brett D. Goodman, Esq., and Lee William Stremba, Esq., at Troutman
Sanders LLP represent the Debtor as Bankruptcy Counsel.  Holland &
Knight LLP serves as its special litigation counsel.  The Debtor
disclosed $214,285,027 in assets and $158,756,481 in liabilities
as of the Chapter 11 filing.

A 3-member Official Committee of Unsecured Creditors has been
appointed in the Debtor's Chapter 11 case.  Schiff Hardin LLP,
serves as the Committee's counsel.

U.S. Bankruptcy Judge Stuart Bernstein confirmed Waterscape's
reorganization plan on July 22, 2011, which calls for repaying
much of the company's debt with proceeds from the $128 million
sale of the hotel section of the development.  The Plan was filed
on May 6, 2011.


* Moody's Says U.S. Telecom Sector Faces Dividend Dilemma
---------------------------------------------------------
Yield-hungry investors have driven US telecom stocks to large
valuation premiums, but these are unlikely to be sustainable,
Moody's Investors Service says in a new report, "Dividend Dilemma
for Telecoms: How to Support Stock Prices When Interest Rates
Rise."

"Low rates have drawn income-seeking investors to the
telecommunications sector, but given the sector's slow growth,
current equity premiums are likely to come under pressure from
higher dividend tax rates following the 'fiscal cliff' talks in
the short term, and from rising interest rates in the longer
term," says analyst and author of the report Mark Stodden.

This could set the stage for credit negative actions as companies
seek to support their stock prices, Stodden says. They could
increase dividends in line with interest rates, seek growth
through debt-financed capital investments or M&A, or borrow to buy
back shares. All these actions could lead to higher leverage, and
ultimately pressure companies' ratings.

If fiscal cliff negotiators allow the current 15% dividend tax
rate to expire at the end of this year, a 35% dividend tax rate
would reduce the weighted average after-tax telecom dividend yield
to 3.4% from 4.5%, narrowing its risk premium to the 10-year
Treasury yield by 105 basis points.

And the 10-year US Treasury yield is projected rise to 4.1% in
late 2015 from about 1.6%, also making telecom stocks less
attractive. "Combined with a 35% dividend tax rate, Moody's
estimates that the premium of the after-tax telecom dividend yield
to the 10-year Treasury could decline to 80 basis points from 345
currently," Stodden says.

Among the large telecoms, AT&T has announced plans to increase
leverage to fund additional capital investment and continue share
repurchases, while Verizon has less flexibility to act due to its
lower rating and limited free cash, but the most incentive to do
so. The smaller, lower-rated companies have still less
flexibility, and are currently trying to reduce their debt while
at the same time maintaining their credit profiles and sustaining
high dividend payouts.


* Moody's Says Distressed Transactions Hit CBD Office Prices
------------------------------------------------------------
Moody's: Central business district (CBD) office real estate prices
continue to outperform other core commercial sectors, reflecting
strong institutional demand even as there was a 1.0% decline in
core commercial overall as measured by the Moody's/RCA Commercial
Property Price Indices (CPPI) for October.

CBD office prices increased by 9.6% and 17.4% over the last three-
and 12- month periods, respectively, according to the report,
"Moody's/RCA CPPI: CBD Office Outperforms Other Core Commercial
Sectors, Reflecting Strong Institutional Demand."

"The CPPI national all-property composite price declined 0.5% in
October as a 0.6% gain in apartment was offset by the decline in
core commercial," said Moody's Director of Commercial Real Estate
Research Tad Philipp. "Though commercial real estate prices have
climbed 27.7% since the November 2009 trough, they remain 22.4%
below the December 2007 peak."

The apartment sector has recovered to within 12.2% of its December
2007 peak level, while core commercial is 25.2% below its December
2007 level.

"Distressed transactions currently make up approximately one-
quarter of recent repeat sales observations, down from
approximately one-third between early 2010 and mid 2011," said Mr.
Philipp. "Distressed transactions, which are included in the
repeat sales data on which CPPI is based, have had a meaningful
negative impact on price appreciation for the market as a whole."

He said prices excluding distressed transactions have regained
70.6% of their peak-to-trough loss, outpacing the 43.0% regained
in Moody's national all-property index that includes distressed
transactions.

"Aside from the six major metro areas as designated by the CPPI,
we examined price performance in nine of the larger metro areas or
combinations of metro areas within a region," said
Mr. Philipp. "Four of them, South Florida, Philadelphia/Baltimore,
San Diego and Seattle, outperformed the national all property
index since June 2001."

Two areas, Denver and a composite of Dallas, Houston and Austin,
have seen appreciation since June 2001, although less than that of
the national all property index leaders.

Three of the largest of the non-major metro areas, Atlanta, Las
Vegas and Phoenix, have prices below June 2001 levels. Las Vegas
prices are 63% below their December 2007 peak, but appear to have
formed a bottom within the last few months.

Composed of a suite of 20 indices, the Moody's/RCA Commercial
Property Price Indices is a series that measures price changes in
US commercial real estate through advanced repeat-sale regression
(RSR) analytics. The indices use transaction data from Real
Capital Analytics (RCA) and a methodology developed by David
Geltner, a professor at the Massachusetts Institute of Technology,
in conjunction with Moody's and RCA.


* Moody's Says High-Yield Bond Covenant Quality Hits Record Low
---------------------------------------------------------------
Covenant quality hit a record low in November after showing slight
improvement in October, Moody's Investors Service says in a new
report, "Covenant Quality of US Bonds Reaches Record Low in
November."

"November's high-yield bond offerings had weaker investor
protections, continuing the deteriorating trend seen since July
this year," says Vice President -- Head of Covenant Research,
Alexander Dill. "And in fact they offered the least protection
since we began tracking bond covenant quality in January 2011."

On Moody's five-point scale, with 1.0 representing the strongest
covenant protection and 5.0 the weakest, the average Covenant
Quality (CQ) score was 4.15 in November, breaching the previous
record in low covenant quality of 4.09 reached in September 2011,
Dill says. Some 30% of November issuance had high-yield-lite
covenant packages (in which limitations on dividends and/or debt
is absent), compared with 17.2% historically, but bonds with full
packages also had weak average covenant quality.

Bond issuance last month also continued to flout the relationship
between ratings and covenant quality. Usually lower-rated bonds
have stronger covenant packages than higher-rated ones because
investors expect weaker credits to offer more protection. That
relationship broke down in October. "November was the second
consecutive month that Caa-rated bonds had weaker average CQ
scores than B rated bonds," Dill says. However, covenant quality
was weak across the speculative-grade ratings spectrum.

The chemicals sector had the weakest covenant quality of any of
the broad sectors included in Moody's High-Yield Covenant Quality
Database. Huntsman International LLC and GrafTech International
Ltd. both issued high-yield lite bonds, and Celanese's full
covenant package was one of the weakest in the database.

But covenant quality declined across many sectors this year,
associate analyst Matthew Musicaro says in a second report, "Many
Sectors Saw Weaker Covenants in 2012." Bonds issued by chemical
companies and midstream master limited partnerships were the
stand-outs, Musicaro says. Of the 13 broad sectors with at least
five bond issues in 2012 and 2011, covenant quality deteriorated
in six, improved in three, while the remaining four held steady.


* Moody's Says Pension Funding Bonds Bring Risks to Government
-------------------------------------------------------------
Pension funding bonds, also known as pension obligation bonds,
rarely improve the credit quality of the state or the local
government that issues them, says Moody's Investors Service in a
new report. Whether the bonds will have either a neutral or
negative impact on the government's credit quality at the time of
issuance depends on factors that include the use of the proceeds,
the relative size of the bond issue, and the level of future
budget savings that government managers assume from the issuance.

Moody's explores the credit implications of pension funding bonds
in the new report, "State and Local Governments Face Risks with
Pension Funding Bonds."

"If bond proceeds substitute for annual contributions to pension
plans or are used to pay pensioners, we consider it a deficit
borrowing and would view the financing as credit negative,
particularly if it is large relative to the budget (e.g. over 5%),
is part of a continuous pattern of reliance on one-time resources,
or is used in the absence of a plan to restore budget stability
over the medium term," said Marcia Van Wagner, Moody's Vice
President -- Senior Analyst who wrote the report. "In general, we
consider it to be positive for credit when management strategies
are directed toward sustained improvement in net funded status of
the pension plan, but negative for credit when management
strategies primarily seek near-term budget savings without
improvement in pension funded status."

If pension bonds merely shifted an issuer's long term obligations
from one similar form to another, in this case from an unfunded
pension liability to bonded debt, they would tend to have a
neutral credit impact, says Moody's. Their risks, however, may
include budget risks stemming from the government's anticipated
high returns on bond proceeds as well as the possibility of a
market downturn that could wipe out a portion of the proceeds.

Moody's rates pension bonds based on the pledged security, which
may be a general obligation of the issuing government, an
appropriation obligation, or debt backed by a special revenue
stream such as the sales tax. Regardless of the specific security
pledge and rating, the debt always becomes part of Moody's
assessment of the issuing government's general credit profile and
general obligation rating. It is therefore possible that a strong
security on the bonds themselves could warrant a high rating but
that the issuance of the bonds is sufficiently credit negative to
put downward pressure on the issuer's rating.

"Governments contemplating pension bonds must sift through a
number of factors influencing their decisions, including the
specifics of their pension plans and the structure of the bonds,"
says Van Wagner. "However, pension bonds are often a red flag
associated with greater rigidity of long term obligations, failure
to find sustainable solutions to pension funding and a pattern of
pushing costs off into the future. For this reason, most pension
bonds have, at best, a neutral impact on our overall assessment of
an issuer's credit quality."


* Supreme Court Refuses to Hear Trademark Rejection Case
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court refused to hear an appeal that
would have put to rest a long-simmering dispute at the
intersection of trademark and bankruptcy law.

According to the report, the question is whether a bankrupt
company's rejection of a trademark license agreement bars the
licensee from further use of the mark.  Federal appeals courts are
split on whether someone licensing a trademark is at risk of
losing use of the intellectual property if the mark's owner files
for bankruptcy.  The circuit split arose from an opinion in July
from the U.S. Court of Appeals in Chicago.

The report recounts that the case involved a fan-maker and a
contract dating from before bankruptcy allowing a manufacturer to
produce and sell fans using the soon-to-be bankrupt's patents and
trademarks.  After bankruptcy, the trustee rejected the contract
and sued to stop the manufacturer from using the trademarks.

Bankruptcy court rejection of a contract is akin a court-
authorized breach, Mr. Rochelle notes.

According to the report, the parties didn't disagree with the
ruling of the bankruptcy court that Section 365(n) of the
Bankruptcy Code allowed the manufacturer to continue using the
patents.  The question before the Seventh Circuit in Chicago was
whether the manufacturer could continue using the bankrupt's
trademarks.

In its July opinion, the Chicago appeals panel disagreed with a
1985 decision from the U.S. Court of Appeals in Richmond,
Virginia, named Lubrizol Enterprises v. Richmond Metal Finishers
Inc.  In Lubrizol, the Fourth Circuit appeals court ruled that
rejection of an executory contract licensing intellectual property
halts the non-bankrupt's right to use patents, trademarks and
copyrights.  Three years later, Congress changed the law so that
rejection of a contract wouldn't halt the right to use patents and
copyrights. The new section, 365(n), was silent about trademarks.
Some courts since then interpreted the omission to mean that
rejecting a license for trademarks terminates the right to use the
marks.

The report notes that in the Chicago case, Circuit Judge Frank
Easterbrook looked at Section 365, which governs rejection of
contracts.  Unlike the Lubrizol court, he found nothing in the
section that forces the non-bankrupt party to stop using
trademarks when the contract is rejected.

According to the report, Judge Easterbrook based his conclusion on
the proposition that a licensor's breach outside of bankruptcy
doesn't preclude the licensee from continuing to use a trademark
license.  He said that rejecting a contract converted unfulfilled
obligations to damages.  "But nothing about this process implies
than any other rights of the other contracting party have been
vaporized," Easterbrook said.

Whether Judge Easterbrook was right won't be decided by the
Supreme Court. The high court decided on Dec. 10 not to hear the
appeal.

The attempted appeal to the Supreme Court was Sunbeam Products
Inc. v. Chicago American Manufacturing LLC, 12-431, U.S. Supreme
Court.  The Chicago case in the Court of Appeals was Sunbeam
Products Inc. v. Chicago American Manufacturing LLC, 11-3920, U.S.
Court of Appeals for the Seventh Circuit (Chicago).


* Right to Appeal Is Estate Property and May Be Sold
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the right to appeal a pre-bankruptcy judgment against
the bankrupt is property of the estate which the trustee has the
right to sell, according to a Dec. 10 opinion by U.S. District
Judge Xavier Rodriguez in San Antonio.

According to the report, the case involved an individual against
whom a judgment was entered before bankruptcy.  He appealed, and
the appeal was held in abeyance following a Chapter 7 filing.  The
judge found two cases with opposite results on the same question.
One from California concluded that the right to appeal a judgment
against a bankrupt isn't estate property.  A case from Iowa
reached the opposite conclusion.

The report relates that Judge Rodriguez concluded that the right
to a defensive appeal is estate property under Texas and federal
bankruptcy law.

The bankrupt, the report discloses, argued that selling the right
to appeal would vitiate his right to appeal and prevent him from
diminishing claims against the estate.  Judge Rodriguez said the
issue was of no concern because the bankruptcy court structured
procedures where the bankrupt still had the ability to object to
the sale of appellate rights.

The case is Lowry v. Croft (In re Croft), 12-cv-535, U.S.
District Court, Western District of Texas (San Antonio).


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Japeh Youssefi
   Bankr. D. Ariz. Case No. 12-25736
      Chapter 11 Petition filed November 30, 2012

In re Mark Garcia
   Bankr. E.D. Calif. Case No. 12-93049
      Chapter 11 Petition filed November 30, 2012

In re Rosendo Jaime
   Bankr. E.D. Calif. Case No. 12-19873
      Chapter 11 Petition filed November 30, 2012

In re Roy Campbell
   Bankr. M.D. Fla. Case No. 12-07719
      Chapter 11 Petition filed November 30, 2012

In re Ruslo, Inc.
   Bankr. S.D. Fla. Case No. 12-38745
     Chapter 11 Petition filed November 30, 2012
         See http://bankrupt.com/misc/flsb12-38745.pdf
         represented by:  David Marshall Brown, Esq.
                         David Marshall Brown, P.A.
                         E-mail: DavidBrownfll@gmail.com

In re Paula Fredericks
   Bankr. N.D. Ga. Case No. 12-79446
      Chapter 11 Petition filed November 30, 2012

In re John Ing
   Bankr. D. Hawaii Case No. 12-02358
      Chapter 11 Petition filed November 30, 2012

In re Joseph Dvornik
   Bankr. N.D. Ill. Case No. 12-47311
      Chapter 11 Petition filed November 30, 2012

In re A. James
   Bankr. S.D. Ind. Case No. 12-14090
      Chapter 11 Petition filed November 30, 2012

In re Michael Stamp
   Bankr. W.D. Mich. Case No. 12-10430
      Chapter 11 Petition filed November 30, 2012

In re Bread Oven, Inc.
   Bankr. D. Nebr. Case No. 12-82714
     Chapter 11 Petition filed November 30, 2012
         See http://bankrupt.com/misc/neb12-82714p.pdf
         See http://bankrupt.com/misc/neb12-82714c.pdf
         Filed pro se

In re Eric Bowers
   Bankr. D. Nev. Case No. 12-23220
      Chapter 11 Petition filed November 30, 2012

In re Heath Lewis
   Bankr. D. Nev. Case No. 12-23208
      Chapter 11 Petition filed November 30, 2012

In re Kenneth Barnes
   Bankr. D.N.J. Case No. 12-38031
      Chapter 11 Petition filed November 30, 2012

In re Kevin Driscoll
   Bankr. E.D.N.C. Case No. 12-08453
      Chapter 11 Petition filed November 30, 2012

In re Gary Dyer
   Bankr. S.D. Ohio Case No. 12-60247
      Chapter 11 Petition filed November 30, 2012

In re Karey Dyer
   Bankr. S.D. Ohio Case No. 12-60247
      Chapter 11 Petition filed November 30, 2012

In re James Kline
   Bankr. D. Ore. Case No. 12-65099
      Chapter 11 Petition filed November 30, 2012

In re Bechtold Builders, Inc.
   Bankr. E.D. Pa. Case No. 12-21128
     Chapter 11 Petition filed November 30, 2012
         See http://bankrupt.com/misc/paeb12-21128.pdf
         represented by: Thomas Daniel Bielli, Esq.
                         O'Kelly Ernst & Bielli, LLC
                         E-mail: tbielli@oeblegal.com

In re Cuerpo De Seguridad Privada, Corp.
   Bankr. D.P.R. Case No. 12-09472
     Chapter 11 Petition filed November 30, 2012
         See http://bankrupt.com/misc/prb12-09472.pdf
         represented by: Wanda I. Luna Martinez, Esq.
                         Luna Law Offices
                         E-mail: quiebra@gmail.com

In re Francisco Mendez Matos
   Bankr. D.P.R. Case No. 12-09524
      Chapter 11 Petition filed November 30, 2012

In re Edward Caughman
   Bankr. D.S.C. Case No. 12-07426
      Chapter 11 Petition filed November 30, 2012

In re Reconciliation Ministry-East
   Bankr. D.S.C. Case No. 12-07410
     Chapter 11 Petition filed November 30, 2012
         Filed pro se

In re Roger Beu
   Bankr. M.D. Tenn. Case No. 12-10944
      Chapter 11 Petition filed November 30, 2012
In re Linda Johnson
   Bankr. E.D. Tex. Case No. 12-38818
      Chapter 11 Petition filed November 30, 2012



In re Timpanogos Partners, Ltd.
   Bankr. N.D. Tex. Case No. 12-37458
     Chapter 11 Petition filed November 30, 2012
         See http://bankrupt.com/misc/txnb12-37458.pdf

In re Anointed Ones, Inc.
   Bankr. N.D. Ga. Case No. 12-79665
     Chapter 11 Petition filed December 1, 2012
         See http://bankrupt.com/misc/ganb12-79665.pdf
         represented by: Tami Wells Thomas, Esq.
                         Taylor Thomas, LLC
                         E-mail: tamiwellsthomas@gmail.com

In re Dina Dini
   Bankr. C.D. Calif. Case No. 12-23729
      Chapter 11 Petition filed December 2, 2012

In re Lee Del Giorgio
   Bankr. D. Ariz. Case No. 12-25845
      Chapter 11 Petition filed December 4, 2012

In re Coastal ATM Inc.
   Bankr. C.D. Calif. Case No. 12-14447
     Chapter 11 Petition filed December 4, 2012
         See http://bankrupt.com/misc/cacb12-14447.pdf
         represented by: Daniel A. Higson, Esq.
                         The Law Offices of Daniel A Higson
                         E-mail: dhigson30@aol.com

In re Juan Gonzalez
   Bankr. C.D. Calif. Case No. 12-14445
      Chapter 11 Petition filed December 4, 2012

In re Perla Fabelo
   Bankr. C.D. Calif. Case No. 12-23813
      Chapter 11 Petition filed December 4, 2012

In re Telesforo Medrano
   Bankr. C.D. Calif. Case No. 12-36809
      Chapter 11 Petition filed December 4, 2012

In re Westco Inc.
   Bankr. C.D. Calif. Case No. 12-49930
     Chapter 11 Petition filed December 4, 2012
         See http://bankrupt.com/misc/cacb12-49930.pdf
         represented by: Richard E. Dwyer, Esq.
                         Law Office of Richard Dwyer
                         E-mail: attorneyricharddwyer@gmail.com

In re William Adams
   Bankr. N.D. Calif. Case No. 12-49610
      Chapter 11 Petition filed December 4, 2012

In re Robert Salzano
   Bankr. S.D. Calif. Case No. 12-16006
      Chapter 11 Petition filed December 4, 2012

In re Firepit Pizza & BBQ LLC
   Bankr. M.D. Fla. Case No. 12-18289
     Chapter 11 Petition filed December 4, 2012
         See http://bankrupt.com/misc/flmb12-18289.pdf
         represented by: Charles PT Phoenix, Esq.
                         Phoenix File & Pagidipati PLLC
                         E-mail: cptp@phoenixfile.com

In re Joseph Gaeta
   Bankr. M.D. Fla. Case No. 12-18321
      Chapter 11 Petition filed December 4, 2012

In re Poplar Street Investors, LLC
   Bankr. M.D. Ga. Case No. 12-53451
     Chapter 11 Petition filed December 4, 2012
         See http://bankrupt.com/misc/gamb12-53451.pdf
         represented by: Wesley J. Boyer, Esq.
                         Katz, Flatau, Popson and Boyer, LLP
                         E-mail: wjboyer_2000@yahoo.com

In re Nerison's Construction, Inc.
   Bankr. D. Mass. Case No. 12-19497
     Chapter 11 Petition filed December 4, 2012
         See http://bankrupt.com/misc/mab12-19497.pdf
         represented by: Gershon M. Gulko, Esq.
                         E-mail: gulkothelawyer@yahoo.com

In re Nicholas Rowe
   Bankr. D.N.H. Case No. 12-13684
      Chapter 11 Petition filed December 4, 2012

In re Carlos Moreno Gonzlez
   Bankr. D.P.R. Case No. 12-09596
      Chapter 11 Petition filed December 4, 2012

In re Future Advance Technical Institute, Inc.
   Bankr. D.P.R. Case No. 12-09588
     Chapter 11 Petition filed December 4, 2012
         See http://bankrupt.com/misc/prb12-09588.pdf
         represented by: Ada M. Conde, Esq.
                         E-mail: condelawpr@gmail.com

In re Carlos Flores
   Bankr. W.D. Tex. Case No. 12-53780
      Chapter 11 Petition filed December 4, 2012

In re Lionel Zapata
   Bankr. W.D. Tex. Case No. 12-70232
      Chapter 11 Petition filed December 4, 2012
In re Ashoke Seth
   Bankr. D. Ariz. Case No. 12-25956
      Chapter 11 Petition filed December 5, 2012

In re William Plunkett
   Bankr. W.D. Ark. Case No. 12-74505
      Chapter 11 Petition filed December 5, 2012

In re George Zeber
   Bankr. C.D. Calif. Case No. 12-23828
      Chapter 11 Petition filed December 5, 2012

In re Lawrence Dodge
   Bankr. C.D. Calif. Case No. 12-23845
      Chapter 11 Petition filed December 5, 2012

In re Edward Meagher
   Bankr. N.D. Calif. Case No. 12-33418
      Chapter 11 Petition filed December 5, 2012

In re Stephen Lin
   Bankr. N.D. Calif. Case No. 12-49651
      Chapter 11 Petition filed December 5, 2012

In re Dawn Bearden
   Bankr. S.D. Fla. Case No. 12-39158
      Chapter 11 Petition filed December 5, 2012

In re Naveed Food Corp.
   Bankr. S.D. Fla. Case No. 12-39196
     Chapter 11 Petition filed December 5, 2012
         See http://bankrupt.com/misc/flsb12-39196.pdf
         represented by: Craig I. Kelley, Esq.
                         KELLEY & FULTON, PL
                         E-mail: cik@kelleylawoffice.com

In re Dhaka of Palm Beach, Inc.
   Bankr. S.D. Fla. Case No. 12-39197
     Chapter 11 Petition filed December 5, 2012
         See http://bankrupt.com/misc/flsb12-39197.pdf
         represented by: Craig I. Kelley, Esq.
                         KELLEY & FULTON, PL
                         E-mail: cik@kelleylawoffice.com

In re MC Realty XXXIV, Inc.
   Bankr. N.D. Ill. Case No. 12-47937
     Chapter 11 Petition filed December 5, 2012
         See http://bankrupt.com/misc/ilnb12-47937.pdf
         represented by: Andrew J. Maxwell, Esq.
                         MAXWELL LAW GROUP, LLC
                         E-mail: maxwelllawchicago@yahoo.com

In re Arthur Kapetansky
   Bankr. D. Nev. Case No. 12-23351
      Chapter 11 Petition filed December 5, 2012

In re Craig Wasserman
   Bankr. D. Nev. Case No. 12-23373
      Chapter 11 Petition filed December 5, 2012

In re Jose Vargas
   Bankr. D. Nev. Case No. 12-23379
      Chapter 11 Petition filed December 5, 2012

In re The Famous Midtown Grill, Inc.
   Bankr. D. N.J. Case No. 12-38480
     Chapter 11 Petition filed December 5, 2012
         See http://bankrupt.com/misc/njb12-38480.pdf
         represented by: David L. Stevens, Esq.
                         SCURA, MEALEY, WIGFIELD & HEYER LLP
                         E-mail: dstevens@scuramealey.com

In re Midtown Realty, LLC
   Bankr. D. N.J. Case No. 12-38481
     Chapter 11 Petition filed December 5, 2012
         See http://bankrupt.com/misc/njb12-38481.pdf
         represented by: David L. Stevens, Esq.
                         SCURA, MEALEY, WIGFIELD & HEYER LLP
                         E-mail: dstevens@scuramealey.com

In re Fredrick Weinberg
   Bankr. D. N.J. Case No. 12-38503
      Chapter 11 Petition filed December 5, 2012

In re Fredrick Weinberg
   Bankr. D. N.J. Case No. 12-38506
      Chapter 11 Petition filed December 5, 2012

In re Raymond Garcia
   Bankr. D. N.M. Case No. 12-14431
      Chapter 11 Petition filed December 5, 2012

In re Luis Figueroa Feliciano
   Bankr. D.P.R. Case No. 12-09614
      Chapter 11 Petition filed December 5, 2012

In re Christ Revival Church Center, a non-profit Corporation
        aka Christ Church Revival Center
   Bankr. D. S.C. Case No. 12-07527
     Chapter 11 Petition filed December 5, 2012
         See http://bankrupt.com/misc/scb12-07527.pdf
         represented by: Felix B. Clayton, Esq.
                         E-mail: butch@butchclaytonlaw.com

In re John Stafford
   Bankr. N.D. Ala. Case No. 12-83885
      Chapter 11 Petition filed December 6, 2012

In re Jeff Drum
   Bankr. E.D. Ark. Case No. 12-17058
      Chapter 11 Petition filed December 6, 2012

In re Hansen Freightlines Incorporated
   Bankr. C.D. Calif. Case No. 12-50259
     Chapter 11 Petition filed December 6, 2012
         See http://bankrupt.com/misc/cacb12-50259.pdf
         represented by: David L. Neale, Esq.
                         Levene Neale Bender Rankin & Brill LLP
                         E-mail: dln@lnbrb.com

In re Mario Hernandez
   Bankr. C.D. Calif. Case No. 12-50192
      Chapter 11 Petition filed December 6, 2012

In re James Alan Wilson and Jan C. Wilson
   Bankr. S.D. Ga. Case No. 12-21398
      Chapter 11 Petition filed December 6, 2012
          See http://bankrupt.com/misc/gasb12-21398.pdf

In re Derrick Bovino
   Bankr. N.D. Ill. Case No. 12-48031
      Chapter 11 Petition filed December 6, 2012

In re Lee Coleman
   Bankr. W.D. Ky. Case No. 12-11630
      Chapter 11 Petition filed December 6, 2012

In re Shopper's Warehouse, Inc.
   Bankr. W.D. Ky. Case No. 12-11629
     Chapter 11 Petition filed December 6, 2012
         See http://bankrupt.com/misc/kywb12-11629.pdf
         represented by: Mark H. Flener, Esq.
                         E-mail: mark@flenerlaw.com

In re Stephen Sewell
   Bankr. E.D. La. Case No. 12-13616
      Chapter 11 Petition filed December 6, 2012

In re Harmony Entertainment Group, Inc.
        dba WOW Cafe & Wingery
   Bankr. D. Md. Case No. 12-31819
     Chapter 11 Petition filed December 6, 2012
         See http://bankrupt.com/misc/mdb12-31819p.pdf
         See http://bankrupt.com/misc/mdb12-31819c.pdf
         represented by: Marla L. Howell, Esq.
                         DeCaro & Howell, P.C.
                         E-mail: mhowell@decarohowell.com

In re Robert Ragozine
   Bankr. D.N.J. Case No. 38614
      Chapter 11 Petition filed December 6, 2012

In re Ballsville Land Company, LLC
   Bankr. D. Ore. Case No. 12-65165
     Chapter 11 Petition filed December 6, 2012
         See http://bankrupt.com/misc/orb12-65165.pdf
         represented by: Caroline Cantrell, Esq.
                         M. Caroline Cantrell & Assoc. PC
                         E-mail: wtibbetts@bankruptcyoregon.com

In re Curtis DeJong
   Bankr. D. Ore. Case No. 12-65163
      Chapter 11 Petition filed December 6, 2012

In re TechRadium, Inc.
        dba Utiligent
          dba Ministry Touch Communications
            dba CommandCore
   Bankr. S.D. Tex. Case No. 12-39103
     Chapter 11 Petition filed December 6, 2012
         See http://bankrupt.com/misc/txsb12-39103p.pdf
         See http://bankrupt.com/misc/txsb12-39103c.pdf
         represented by: Peter Johnson, Esq.
                         Law Offices of Peter Johnson
                         E-mail: pjlawecf@pjlaw.com

In re Lehi Roller Mills Co., Inc.
   Bankr. D. Utah Case No. 12-35291
     Chapter 11 Petition filed December 6, 2012
         See http://bankrupt.com/misc/utb12-35291.pdf
         represented by: Jeffrey Q. Cardon, Esq.
                         Hill, Johnson & Schmutz, LC
                         E-mail: jcardon@hjslaw.com

In re Competitive Edge Labs, LLC
   Bankr. W.D. Va. Case No. 12-62755
     Chapter 11 Petition filed December 6, 2012
         See http://bankrupt.com/misc/vawb12-62755.pdf
         represented by: Andrew S. Goldstein, Esq.
                         Magee Goldstein Lasky & Sayers, P.C.
                         E-mail: agoldstein@mglspc.com

In re Dirk M Mayberry Inc.
   Bankr. W.D. Wash. Case No. 12-48238
     Chapter 11 Petition filed December 6, 2012
         See http://bankrupt.com/misc/wawb12-48238.pdf
         Filed pro se

In re Maliheh Pehzuhesh
   Bankr. E.D. Calif. Case No. 12-41124
      Chapter 11 Petition filed December 7, 2012

In re Antonio Teixeira
   Bankr. E.D. Calif. Case No. 12-60064
      Chapter 11 Petition filed December 7, 2012

In re Carlos Porras
   Bankr. N.D. Calif. Case No. 12-58699
      Chapter 11 Petition filed December 7, 2012

In re Cattlemen Energy Complex, LLC
   Bankr. M.D. Fla. Case No. 12-18434
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/flmb12-18434.pdf
         represented by: Timothy W. Gensmer, Esq.
                         TIMOTHY W. GENSMER, P.A.
                         E-mail: timgensmer@aol.com

In re Donald Myers
   Bankr. N.D. Ind. Case No. 12-40840
      Chapter 11 Petition filed December 7, 2012

In re Oceanic Inn, Inc.
   Bankr. D. Maine Case No. 12-21509
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/meb12-21509.pdf
         represented by: Joseph L. Goodman, Esq.
                         THE GOODMAN LAW FIRM, P.A.
                         E-mail: joe@goodmanlawfirm.com

In re JNM Food Services, Inc.
        dba Jumper's Grille
   Bankr. D. Md. Case No. 12-31904
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/mdb12-31904.pdf
         represented by: Stephen J. Kleeman, Esq.
                         LAW OFFICES OF STEPHEN J. KLEEMAN
                         E-mail: barthelaw@aol.com

In re Barlen Contrating, Inc.
   Bankr. E.D. Mich. Case No. 12-66638
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/mieb12-66638p.pdf
         See http://bankrupt.com/misc/mieb12-66638c.pdf
         represented by: William R. Orlow
                         B.O.C. LAW GROUP, P.C.
                         Email: bocecf@boclaw.com

In re Dennis Gillespie
   Bankr. D. Nebr. Case No. 12-82756
      Chapter 11 Petition filed December 7, 2012

In re Patrick Gilmore
   Bankr. D. Nev. Case No. 12-52752
      Chapter 11 Petition filed December 7, 2012

In re Theresa Angiulli
   Bankr. D. N.J. Case No. 12-38667
      Chapter 11 Petition filed December 7, 2012

In re Payless Contracting Corp.
   Bankr. S.D.N.Y. Case No. 12-14826
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/nysb12-14826.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA LLP
                         E-mail: apenachio@pmlawllp.com

In re 202 Umbrella Inc.
        aka Umbrella Restaurant Lounge
   Bankr. S.D.N.Y. Case No. 12-14828
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/nysb12-14828.pdf
         Filed as Pro Se

In re Bereshith Cultural Institute
        dba New Beginings Educational Inst.
   Bankr. S.D.N.Y. Case No. 12-24091
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/nysb12-24091.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA LLP
                         E-mail: apenachio@pmlawllp.com

In re Norse Energy Holdings, Inc.
   Bankr. W.D.N.Y. Case No. 12-13695
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/nywb12-13695.pdf
         represented by: Janet G. Burhyte, Esq.
                         GROSS, SHUMAN, BRIZDLE & GILFILLAN, P.C.
                         E-mail: jburhyte@gross-shuman.com

In re Infratech Industries, Inc.
   Bankr. W.D. Pa. Case No. 12-07006
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/pamb12-07006p.pdf
         See http://bankrupt.com/misc/pamb12-07006c.pdf
         represented by: Henry W. Van Eck, Esq.
                         METTE, EVANS, & WOODSIDE
                         E-mail: hwvaneck@mette.com

In re 40 Castillo Inc.
   Bankr. D.P.R. Case No. 12-09670
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/prb12-09670.pdf
         represented by: Andres Garcia Arregui, Esq.
                         GARCIA ARREGUI & FULLANA
                         E-mail: garciarr@prtc.net

In re Leslie Kennedy
   Bankr. E.D. Tenn. Case No. 12-34913
      Chapter 11 Petition filed December 7, 2012

In re The County Line Management on Lake Conroe, LLC
   Bankr. S.D. Tex. Case No. 12-39122
     Chapter 11 Petition filed December 7, 2012
         See http://bankrupt.com/misc/txsb12-39122.pdf
         represented by: John Akard, Jr., Esq.
                         JOHN AKARD JR. P.C.
                         E-mail: johnakard@attorney-cpa.com


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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