TCR_Public/121217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, December 17, 2012, Vol. 16, No. 350

                            Headlines

4KIDS ENTERTAINMENT: Judge OKs Reorganization Plan
ACCESS MIDSTREAM: S&P Keeps 'BB-' Corporate Credit Rating
AFFINION GROUP: Credit Loan Amendment No Impact on Moody's Ratings
AMERICAN AIRLINES: Deal With CIT, BNY Mellon Approved
AMERICAN AIRLINES: U.S. Bank Processing Deals Amended

AMERICAN AIRLINES: Marathon Wants Payment of Fees and Expenses
AMERICAN AIRLINES: Reports Corrected November 2012 Revenue
ANTS SOFTWARE: Rik Sanchez Named Board Chairman
ARCAS INTERMEDIATE-HOLDINGS: S&P Assigns 'B+' Corp. Credit Rating
ARMTEC HOLDINGS: S&P Lowers CCR to 'B-' on High Leverage

ATI ACQUISITION: S&P Withdraws 'D' CCR on Lack of Finc'l. Info
ATRIUM COS: S&P Keeps 'CCC+' Corporate Credit Rating on Watch Neg
AVANTAIR INC: Completes $2.8 Million Convertible Note Financing
AVIVA USA: Moody's Downgrades Issuer Rating to 'Ba1'
BAKERS FOOTWEAR: Court OKs Pachulski as Committee Counsel

BERRY PLASTICS: Parent Guarantees Six Senior Secured Notes
BLAST ENERGY: Acquires Interests in Mississippian Lime for $8.6MM
BOMBARDIER INC: Fitch Withdraws Low-B Rating on Cancelled Notes
BROADWAY FINANCIAL: Says Recapitalization Nearing Completion
BUYERS ONLY: Case Summary & 11 Unsecured Creditors

CAESARS ENTERTAINMENT: Prices $750MM Notes at 98.25% Issue Price
CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off
CANAL CAPITAL: Suspending Filing of Reports With SEC
CASCADIA SCHOOL: Case Summary & 15 Unsecured Creditors
CATASYS INC: Enters Into 46.9MM Shares Securities Purchase Pact

CELL THERAPEUTICS: Further Amends Rights Pact with Computershare
CENTRAL EUROPEAN: Hires A&M as Restructuring Advisor
CENTRAL EUROPEAN: Rejects Shareholder Proposal to Provide Capital
CEQUEL COMMUNICATIONS: Moody's Affirms 'B1' Corp. Family Rating
CEQUEL COMMUNICATIONS: S&P Keeps 'B-' Rating on $1.25BB Sr. Notes

CLEAR CHANNEL: Bank Debt Trades at 17% Off in Secondary Market
CLEARWIRE CORP: Moody's Says Proposed Sprint Deal Credit Positive
CLEARWIRE CORP: S&P Puts 'CCC' Corp. Credit Rating on Watch Pos
COMMONWEALTH OF PUERTO RICO: Moody's Cuts Bond Ratings to 'Ba1'
COMMUNITY BANK/OZARKS: Closed; Bank of Sullivan Assumes Deposits

CSD LLC: Hires Lionel Sawyer as Special Counsel
CSD LLC: Court Approves Munsch Hardt & Harr, P.C. as Attorneys
CSD LLC: Court Approves Greene Infuso as Counsel
D MEDICAL: Names David Schwartz as CEO, Yaacov Lev as Chairman
DENNY'S CORP: Adopts Pre-Arranged Stock Trading Plan

DEWEY & LEBOEUF: Seeks Extension of Case Removal Window
DORSET INVESTMENT: Case Summary & 6 Unsecured Creditors
DOVE CREEK: Voluntary Chapter 11 Case Summary
DUNLAP OIL: Court OKs Peritus Commercial as Financial Advisor
DUNLAP OIL: Gets Final Approval on Use of Cash Collateral

EDISON MISSION: Bankruptcy Seen This Week; Kirkland on Board
ELBIT VISION: Closes $500,000 Private Placement Financing
FENWAL INC: S&P Withdraws 'B+' Corp. Credit Rating at Request
FIDELITY & GUARANTY: S&P Raises Corp. Credit Rating to 'BB+'
FIRST HORIZON: Fitch Lowers Subordinated Debt Rating to 'BB'

FLAGSHIP FRANCHISES: Case Summary & 20 Largest Unsecured Creditors
G & C CONSTRUCTION: Voluntary Chapter 11 Case Summary
GLYECO INC: Receives $4.2 Million Proceeds from Offering
GYMBOREE CORP: Moody's Reviews 'B3' CFR/PDR for Downgrade
HENRY COUNTY: Suspends Filing of Reports with SEC

HIGH LINER: S&P Revises Outlook on 'B' CCR on Improved Performance
HIGHWOODS PROPERTIES: Fitch Puts Rating on Preferred Stock at 'BB'
HII HOLDING: Moody's Assigns B2 Corp Family Rating; Outlook Stable
HORIZON LINES: To Adjust Puerto Rico Service Schedule
HOWELL TOWNSHIP: Fitch Cuts Rating on Two LTGO Bonds to Low-B

IGLOO HOLDING: Moody's Rates $350MM Sr. Unsecured Notes 'Caa1'
IGLOO HOLDINGS: S&P Lowers Corporate Credit Rating to 'B'
INTERNAL FIXATION: Files for Chapter 7 Protection
INTERNATIONAL TEXTILE: Appoints WL Ross Principal to Board
IRVINE SENSORS: Extends Maturity of 2012 Notes to March 2013

JET WORKS: Case Summary & 20 Largest Unsecured Creditors
KODIAK OIL: Moody's Raises Corp. Family Rating to 'B2'
LA JOLLA: FDA Approves New Drug Application for for GCS-100
LCI HOLDING: Meeting to Form Creditors' Committee on Dec. 20
LEVI STRAUSS: Board Declares $25 Million Cash Dividend

LIFECARE HOLDINGS: Inks Severance Agreement With Grant Asay
LPATH INC: Agrees to Discontinue PEDigree Trial
LUXEYARD INC: Former CEO Resigns from Board of Directors
MAGNUM HUNTER: Moody's Rates $150MM Senior Unsecured Notes 'Caa1'
MAGNUM HUNTER: S&P Revises Outlook on 'B-' CCR to Stable

MIT HOLDING: Incurs $519,000 Net Loss in Third Quarter
MGM RESORTS: Promotes Bill Hornbuckle to President & CMO
MODERN PRECAST: Meeting to Form Creditors Panel on Dec. 17
MSR RESORT: Judge Approves Disclosure Statement
MTS GOLF: Court Approves Forrest Richardson as Architect

MTS GOLF: Court Approves Fleet-Fisher as Civil Engineer
MUNICIPAL MORTGAGE: Raises $540 Million from New Bond Financing
NET TALK.COM: Obtains $1 Million from 1080 NW 163 Drive
NEW ENTERPRISE: S&P Keeps 'CCC-' Corp. Credit Rating on Watch Neg
NEW PEOPLES: Shareholders Elect Three Directors to Board

NEWMARKET CORP: S&P Assigns 'BB+' Corporate Credit Rating
NEWPAGE CORP: U.S. Bankruptcy Court Confirms Chapter 11 Plan
NORTEL NETWORKS: No Financial Statements for Third Quarter
O'DONOGHUE HOLDINGS: Case Summary & Unsecured Creditor
ORLANDO, FL: S&P Affirms 'BB' SPUR on Series 2008A Bonds

OVERSEAS SHIPHOLDING: Shuman Files Class Action Lawsuit
PENINSULA GAMING: S&P Lowers Corporate Credit Rating to 'B'
PERRY INVESTMENT: Case Summary & 2 Unsecured Creditors
PHOENIX COMPANIES: A.M. Best Puts 'bb-' ICR on Review
PLANDAI BIOTECHNOLOGY: Michael Cronin Quits as Accountant

PRECISION OPTICS: Amends 5.7 Million Common Shares Prospectus
PRESSURE BIOSCIENCES: Appoints C. Mir as Chief Financial Officer
R&A PETROLEUM: Case Summary & 3 Largest Unsecured Creditors
RESIDENTIAL CAPITAL: Wants Lease Decision Deadline Extended
RESIDENTIAL CAPITAL: Drennen, et al., Seek to Certify Class Claim

RESIDENTIAL CAPITAL: AIG Asset, et al., Object to RMBS Settlement
REVSTONE INDUSTRIES: Amends List of Largest Unsecured Creditors
ROSETTA GENOMICS: Says Going Concern Doubt No Longer Exist
SAINT PETER'S HOSPITAL: S&P Cuts Rating on $165MM Bonds to 'BB+'
SECUREALERT INC: Gary Shelton, et al., Repurchase MMS

SECUREALERT INC: Has $16.6 Million Loan Agreement With Sapinda
SHERIDAN GROUP: George Whaling Retires from Board of Directors
SHREEJI OIL: Voluntary Chapter 11 Case Summary
SIRIUS XM: Moody's Lowers PDR to 'B1'; Outlook Stable
SIRIUS XM: S&P Keeps 'BB' Rating on Senior Unsecured Debt

SORENSON COMMS: Moody's Assigns '(P)Caa2' CFR; Outlook Stable
SOUTH COUNTY HOSPITAL: Moody's Affirms 'Ba1' Bond Rating
SPANSION INC: Wins OK on $24MM Patent Settlement With Tessera
SPEEDEMISSIONS INC: Buys 5 Emission Testing Centers for $425,000
STERLING INVESTORS: A.M. Best Places 'B' FSR Under Review

SUPERMEDIA INC: Reaches Agreement With Lender Steering Committee
SUPERMEDIA INC: Restructuring Capital Holds 10.8% Equity Stake
STRATEGIC AMERICAN: Add'l Results for Namibia Concession Out
TCF FINANCIAL: Fitch Rates $115-Mil. Series B Pref. Stock 'B+'
TELEDRAFT INC: Case Summary & 11 Largest Unsecured Creditors

THERMOENERGY CORP: Obtains $3.7-Mil. Bridge Loan from Investors
TOPS HOLDING: Prices $460 Million of 8.875% Senior Secured Notes
TRANSFIRST HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
TRIBUNE CO: Suit vs. Workers, Investors to Remain After Exit
TRIBUNE CO: Wins Approval of Settlement With EZ Buy, 2 Others

TRIBUNE CO: Has OK of Deal With New Line and Warner Bros.
TRIBUNE CO: Bank Debt Trades at 17% Off in Secondary Market
TRILOGY ENERGY: DBRS Finalizes 'B' Provisional Rating
TXU CORP: Bank Debt Trades at 27% Off in Secondary Market
UFOOD RESTAURANT: Files for Chapter 11 to Resolve Cash Woes

UNI-PIXEL INC: To Develop Next-Generation Touch Screens
UNITED CONTINENTAL: Pilots Ratify Collective Bargaining Deal
US AIRWAYS: S&P Assigns 'B+' Rating on $128MM Class B Certificates
VERMILLION INC: Signs Separation Agreement With Former CEO
VITESSE SEMICONDUCTOR: Selling 10MM Common Shares at $1.75 Apiece

VHGI HOLDINGS: Authorized Capital Stock Hiked to 260MM Shares
VIGGLE INC: Obtains Additional $500,000 from Sillerman Investment
VOTORANTIM CEMENT: S&P Raises CCR From 'BB+' on Parental Support
W.R. GRACE: Lenders, Others File Opening Briefs on Plan Appeal
W.R. GRACE: Cash-Settled Collar Agreement Approved

W.R. GRACE: $100-Mil. Qualified Settlement Fund Has Go Signal
WELDING APPARATUS: Voluntary Chapter 11 Case Summary
WESCO INT'L: Term Loan Upsize No Impact on Moody's Ratings
WSG ARUNDEL: Case Summary & Lists of Creditors
WWDT ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors

X-CHANGE CORP: Defaults Under 4 Tech Purchase Agreement
Z.U.P. HOLDINGS: Voluntary Chapter 11 Case Summary
ZALE CORP: Files Form 10-Q, Incurs $28.3MM Loss in Oct. 31 Qtr.

* Fitch's Outlook for Produce Industry is Stable for 2013

* BOND PRICING: For Week From Dec. 10 to 14, 2012



                            *********

4KIDS ENTERTAINMENT: Judge OKs Reorganization Plan
--------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman sent 4Kids Entertainment Inc. on its way
out of Chapter 11 protection, overruling an objection by the
American Kennel Club Inc. over a licensing agreement and approving
its reorganization plan, which calls for the full payment of
claims.

Bankruptcy Law360 relates that Judge Chapman confirmed the
Debtor's Chapter 11 plan following a brief hearing.  The Plan also
calls for the preservation of common stock in the children's
entertainment company.

                     About 4Kids Entertainment

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

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

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

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

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

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

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


ACCESS MIDSTREAM: S&P Keeps 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating to The Williams Cos. Inc.'s proposed $850 million senior
unsecured notes. The company intends to use net proceeds from the
notes to fund a portion of its $2.4 million investment in Access
Midstream Partners L.P. (BB-/Stable/--). As of Sept. 30, 2012,
Williams had total consolidated debt of about $9.5 billion.

Tulsa-based Williams is a diversified energy company that operates
interstate gas pipelines, natural gas liquids transportation
pipelines, and gathering and processing assets. Williams also owns
about 70% of master limited partnership Williams Partners L.P.
(BBB/Stable/--). "For 2013, we forecast that Williams will achieve
a consolidated total debt to EBITDA ratio of about 4.4x," S&P
said.

The Williams Cos. Inc.
Corporate credit rating                          BBB/Stable/--

New Rating
$850 mil senior unsecured notes                  BBB-


AFFINION GROUP: Credit Loan Amendment No Impact on Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service said that, while modestly positive,
Affinion Group Holdings, Inc.'s amendment to its credit agreement
does not currently impact its B3 Corporate Family Rating, SGL-3
Speculative Grade Liquidity Rating, or negative outlook.

Affinion is a leading provider of marketing services and loyalty
programs to many of the largest financial service companies
globally. The company provides credit monitoring and identity-
theft resolution, accidental death and dismemberment insurance,
discount travel services, loyalty programs, and various checking
account and credit card enhancement services. Affinion is 70%
owned by private equity sponsor Apollo Management V, L.P. and
generates revenues of about $1.5 billion annually.


AMERICAN AIRLINES: Deal With CIT, BNY Mellon Approved
-----------------------------------------------------
American Airlines Inc. obtained court approval of a deal with
C.I.T. Leasing Corp. and The Bank of New York Mellon.  The deal
calls for the settlement of claims of C.I.T. and BNY Mellon, the
trustee under an indenture related to an aircraft identified by
U.S. Federal Aviation Administration Number N627AA.  Pursuant to
the terms of the agreement, C.I.T. can assert a claim against
American Airline's estate as damages for any breach, termination
or rejection of the lease for the aircraft.  The agreement
contains confidential information and is not publicly available.

                         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: U.S. Bank Processing Deals Amended
-----------------------------------------------------
The U.S. Bankruptcy Court in Manhattan gave AMR Corp. a go-signal
to amend certain agreements between U.S. Bank N.A. and the
company's regional carrier American Airlines Inc.

The agreements cover the processing of customer transactions
using credit cards issued by Visa Inc. and MasterCard Inc. at
different locations where American Airlines Inc. sells its
products.  The term of each of the agreements is set to expire on
July 1, 2013.

The amendment allows American Airlines to continue processing
customer transactions made using VISA and MasterCard credit cards
in the ordinary course of business.

The bankruptcy court also authorized AMR to reaffirm the guaranty
dated March 16, 2007, under which the company guarantied the
obligations of American Airlines under the agreements.

The agreements reportedly contain confidential information and
are not publicly available.

                         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: Marathon Wants Payment of Fees and Expenses
--------------------------------------------------------------
Marathon Asset Management LP has filed an application with the
U.S. Bankruptcy Court in Manhattan for payment of fees and
expenses.

The hedge fund manager seeks payment of up to $150,000 in fees
and expenses "for making a substantial contribution" in AMR
Corp.'s bankruptcy case, according to the court filing.

Marathon recounted in the court filing its efforts to protect the
rights of American Airlines Inc. in connection with a pre-
bankruptcy deal it made with American Eagle Airlines Inc. to turn
over Embraer jets worth $1.8 billion.

The deal resulted in American Airlines assuming $2.26 billion in
debt, raising questions on whether the airline received less in
value than it gave up when it assumed the liability on the
planes.

Marathon said its efforts to protect American Airlines benefited
the airline's creditors while providing no benefit to the hedge
fund manager itself.

A court hearing to consider approval of the application is
scheduled for December 19.  Objections are due by December 12.

                         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: Reports Corrected November 2012 Revenue
----------------------------------------------------------
AMR Corporation said that on Dec. 10, its press release announcing
November 2012 Revenue and Traffic results contained inadvertent
errors in the year-to-date totals, and in reported regional and
consolidated traffic and capacity results.  There were no changes
to the mainline traffic information or the unit revenue results
for November.

The complete corrected press release is as follows:

AMR Corporation reported November 2012 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

Consolidated capacity and traffic were 2.1 percent and 0.9 percent
higher year-over-year respectively, resulting in a consolidated
load factor of 80.7 percent, a decrease of 1.0 points versus the
same period last year.

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

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

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

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

                         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).


ANTS SOFTWARE: Rik Sanchez Named Board Chairman
-----------------------------------------------
ANTs software Inc., by unanimous consent of its Board of
Directors, appointed Rik Sanchez the current company Chief
Executive Officer, to Chairman of the Board of Directors.

On Dec. 7, 2012, Bruce Brown was appointed to the Board of
Directors of ANTs.  Mr. Brown currently serves as the COO
Freebeepay, Inc.  He is a former CEO of Instawares, and SVP & CIO
of T-Mobile and PowerTel.  Legendary in world of
telecommunication, Mr. Brown was instrumental in the explosive
growth at Bellsouth during his 18 years there.  Mr. Bruce brings
more than 30 years of business leadership experience, as well as
expertise in ecommerce, domestic & international wireless
communications, software development and operations.  Bruce came
to these positions after 18 years of increasingly responsible
roles in BellSouth's International, Mobility and Information
Systems businesses.

On Dec. 7, 2012, Elise Vetula was appointed as Chief Financial
Officer and member of the board of directors ANTs.  Elise joins
ANTs from NextTraq, where she served as the Controller, and brings
more than 20 years of experience as a CFO and in other leadership
positions in the financial arena, with organizations such as Char
Baxter Communications.  A very talented professional, Elise has a
solid history reorganizing, streamlining, and strengthening
financial operations to maximize performance and profitability.
Additionally, Elise has the in-depth experience across all core
business and operations functions, is a proven, respected, and
responsible leader with extensive experience in all areas of
financial planning and reporting,

                        About Ants Software

ANTs Software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


ARCAS INTERMEDIATE-HOLDINGS: S&P Assigns 'B+' Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to ARCAS Intermediate-Holdings Entity (Sequa Auto).
The outlook is stable. "At the same time, we assigned a 'B+'
issue-level rating to the company's $275 million senior secured
credit facility, composed of a $220 million term loan B and $35
million revolver (with U.S.-based ARC Automotive Group Inc. and
Casco Automotive Group Inc. as borrowers), and a $20 million
revolver (with ARCAS Automotive Group (Luxco 1) S. r.l., as
borrower). We assigned a recovery rating of '3' to the facility,
indicating our expectation of a meaningful recovery (50%-70%) in a
default scenario," S&P said.

"The ratings on Sequa Auto reflect what Standard & Poor's
considers a 'weak' business risk profile, which incorporates the
company's exposure to cyclical auto production levels, and limited
scale and customer diversity--which balanced growth prospects as a
result of Sequa Auto's geographic footprint somewhat offset," said
Standard & Poor's credit analyst Nishit Madlani. "Our view of its
"aggressive" financial risk profile reflects leverage expectations
lower than 4.3x, along with fair prospects for positive free cash
flow generation over the next two years."

Sequa Auto is a manufacturer of airbag inflators for use in
driver, passenger, side-impact, and curtain modules. The company
also designs power outlets, connectivity devices, and select
automotive sensors.

"Our financial risk profile assessment incorporates the leveraged
buyout (LBO) transaction, which was financed with a $275 million
senior secured credit facility (including a $225 million first-
lien term loan and an undrawn $55 million revolver) along with a
common equity contribution by the private equity sponsor The
Jordan Co. (not rated)," S&P said.

"Pro forma for the transaction, we estimate leverage to remain
less than 4.3x over the next two years. For the rating, we expect
the ratio of free operating cash flow to adjusted debt to be in
the mid-single digits. We do not incorporate any large debt-
financed acquisitions or a significant dividend payout to the
sponsors in our base case, but we expect its financial policies
to be aggressive given its private-equity ownership structure,
which is likely to preclude sustained deleveraging," S&P said.

"Our business risk profile assessment incorporates the company's
direct exposure to original equipment (OE) production levels, a
fairly concentrated overall customer base, and its limited track
record with the new sponsor-ownership. The company's longstanding
customer relationships coupled with recovering demand in most of
its end markets have enabled fair EBITDA margins over the past few
years. However, we think demand weakness in Europe over the next
year, and a slow recovery in other end markets will likely limit
growth beyond the mid-single digits and EBITDA margin expansion
over the next two years. In our base-case scenario we anticipate
some incremental stand-alone costs," S&P said.

"In our view, the company's overall geographic diversity somewhat
offsets its customer concentration, given the favorable alignment
with global light vehicle production compared with nearly all
rated auto suppliers. In our view, this gives Sequa Auto's
inflator segment the potential to benefit from future automotive
safety regulations worldwide, particularly emerging markets where
penetration levels and growth rates will be likely higher.
Increasing electronic content per vehicle will drive growth in its
power outlets and sensor segment. However, demand for OE is
relatively mature in North America and Europe, and exhibits some
cyclicality," S&P said.

"Sequa Auto's current market share in its high-volume power
outlets and its proprietary propellant technology for its
inflators also support our expectations for steady margins over
the next two years. However, larger auto suppliers such as Autoliv
and Takata that have greater scale and financial and technological
resources somewhat offset its competitive strengths within its
inflator segment," S&P said.

"Sequa Auto's exposure to commodity costs is meaningful, and we
expect any potential short-term fluctuations in commodity costs to
affect free cash flow generation given the lack of pass-through
mechanisms in contracts with customers. However, the company has
demonstrated some ability to offset this risk in the past. This,
coupled with modest capital expenditures of about 2.5% of revenues
annually and modest levels of working capital, led to adequate
cash flow generation even during 2008-2009. We expect this to
continue in 2013-2014," S&P said.

"Our economists currently forecast U.S. GDP growing modestly in
2013 and 2014. We expect unemployment will continue to be high, at
above 7% for both years. In 2013, light vehicle production is
likely to improve in the low-single-digit area in North America,
remain roughly flat in Europe, and improve in the high-single-
digit area in the rest of the world. Considering these
macroeconomic and industry-specific assumptions, and some
potential legislation-driven growth in its end markets, our
forecast for Sequa Auto's operating performance over the next two
years incorporates," S&P said:

    "Sales growth in the low- to mid-single digits over the next
    two years, as we do not expect demand for its end products to
    outperform average auto-component supplier growth estimates,"
    S&P said;

    EBITDA margin should remain steady--as long as demand recovery
    in Sequa Auto's end markets is consistent with our base-case;
    and

    The ratio of free operating cash flow to (adjusted) debt
    should remain in the mid-single digits because of increasing
    capital expenditure requirements for managing inflator line
    and other capacity expansion to support recent business wins.

"Overall, we believe there is a cushion in Sequa Auto's credit
metrics under our base case for the rating. This partly alleviates
the risks of its relatively limited customer diversity, scale, and
inherent exposure to cyclical auto production levels," S&P said.

"The stable outlook reflects our expectation that the company's
leverage will remain under 4.3x with free operating cash flow
generation in mid-single digits as a ratio of its adjusted debt
for the next 12 months. This is assuming a slow recovery in its
end markets, limiting any significant volume or margin expansion,"
S&P said.

"We could lower our rating if FOCF turned negative for consecutive
quarters, which would reduce liquidity. For example, we estimate
that if EBITDA margins fell by more than 200 basis points over the
next 12 months and revenue growth and working capital performance
are less favorable than we expect, the company could begin to use
cash and need to borrow a meaningful amount under its revolver. We
could also lower the ratings if the company's leverage were to
approach 5x because of shareholder-driven actions such as large
debt-financed acquisitions or dividends to the new sponsors," S&P
said.

"We are unlikely to raise the ratings over the next 12 months,
given the company's business risk profile and private-equity
ownership," S&P said.


ARMTEC HOLDINGS: S&P Lowers CCR to 'B-' on High Leverage
--------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term corporate
credit rating on Guelph, Ont.-based infrastructure products
manufacturer Armtec Holdings Ltd. to 'B-' from 'B'. The outlook is
stable.

"We also lowered our issue-level rating on the company's C$150
million senior unsecured notes to 'CCC' from 'B-' and revised our
recovery rating on this debt to '6' from '5'. The '6' recovery
rating corresponds with negligible (0%-10%) recovery and an issue-
level rating two notches below the corporate credit rating. The
revised recovery rating primarily reflects the company's decision
to accrue interest on its Brookfield credit facility, thereby
causing lower expected recovery on the senior unsecured notes,"
S&P said.

"We base the downgrade on our expectation that Armtec's credit
metrics will remain weak in the near term, with adjusted debt-to-
EBITDA above 7x and funds from operations-to-debt below 10% for at
least the next few years," said Standard & Poor's credit analyst
Jatinder Mall. "These credit metrics typically correspond to a 'B-
' rating when coupled with a 'vulnerable' business risk profile,"
S&P said.

"The downgrade also reflects our belief that the company has
limited ability to absorb either a slowdown in end-market demand
or operational missteps," Mr. Mall added.

"This is an important consideration, particularly in light of
management's recent assessment that demand for the company's
products and solutions is softening slightly and our belief that
these risks are interrelated; in the past, slowing demand has
caused firms (including Armtec) to bid at margins that leave
little room for error or to pursue work outside of their core
competencies," S&P said.

"We base our ratings on Armtec on its consolidation with parent
Armtec Infrastructure Inc. (not rated). The ratings on Armtec
reflect what Standard & Poor's view of the company's financial
risk profile, which we characterize as 'highly leveraged.' The
ratings also reflect our assessment of the company's business risk
profile as vulnerable, given its exposure to the cyclical
construction industry and volatile raw-material costs. Somewhat
offsetting these weaknesses, in our opinion, are the company's
end-market and geographic diversity," S&P said.

Armtec is a leading Canadian manufacturer and marketer of
infrastructure products, offering a range of
construction/infrastructure products and engineered solutions for
customers in a cross-section of industries located in each main
region of Canada, as well as in selected markets globally.

"The stable outlook reflects our expectation that Armtec will
continue to generate EBITDA in the range of C$40 million-C$50
million in the near term, which based on our current assumptions
should be sufficient to fund necessary capital expenditures and
minimal debt repayment in the next several years. We could lower
the ratings if trailing 12-month EBITDA declines below C$40
million or if end market demand continues to weaken. In our view,
either of these circumstances could pressure liquidity,
particularly if the company is obligated to pay interest on a cash
basis. We are unlikely to raise the ratings in the near term given
our view that leverage will remain elevated for a prolonged
duration. However, we could consider an upgrade if adjusted debt-
to-EBITDA improves to about 5.5x and interest coverage to about
2.0x," S&P said.


ATI ACQUISITION: S&P Withdraws 'D' CCR on Lack of Finc'l. Info
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of ratings on
North Richmond Hills, Texas-based ATI Acquisition Co. The
corporate credit rating and all issue-level ratings were rated 'D'
at the time of withdrawal. The ratings were withdrawn because of a
lack of financial information on the company.


ATRIUM COS: S&P Keeps 'CCC+' Corporate Credit Rating on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Dallas-
based Atrium Cos. Inc., including the 'CCC+' corporate credit
rating, will remain on CreditWatch with negative implications,
where they were initially placed on Sept. 21, 2012, following a
tightening of its senior secured leverage covenant.

"We are maintaining the CreditWatch on Atrium despite
approximately $5.7 million in equity contributions by the
company's owners," said Standard & Poor's credit analyst Maurice
Austin. "While the equity infusion provides near-term covenant
relief, operating performance will need to improve as the senior
secured leverage covenant steps down to 5.5x on Jan. 1, 2013, and
we estimate that covenant headroom will still be below 10% unless
the covenant requirements are re-negotiated."

The corporate credit rating on Atrium also reflects what Standard
& Poor's considers to be its "highly leveraged" financial risk
profile and its "vulnerable" business risk profile. Risks include
a double-digit debt to EBITDA ratio as of Sept. 30, 2012, and the
company's presence in the highly competitive and fragmented
windows industry and its exposure to volatile raw material costs,
especially resin and aluminum.


AVANTAIR INC: Completes $2.8 Million Convertible Note Financing
---------------------------------------------------------------
Avantair, Inc., closed on $2.8 million of Senior Secured
Convertible Notes financing.  These notes are convertible into
shares of the company's common stock at $0.25 per share and were
issued with warrants to purchase additional shares of common stock
over a five year period at $0.50 per share.  The notes have a
three year term and an interest rate at 2% payable per annum
payable at maturity, subject to increase in certain circumstances.
This financing was led by members of the Company's Board of
Directors.

In addition, the Company restructured its existing aircraft
financing arrangements with Midsouth Services, Inc., reducing its
monthly lease payments by over $1.8 million during the upcoming 15
months and extending the maturities on two aircraft which become
due during the Company's current fiscal quarter.  The Company also
further amended its Sept. 28, 2012, Amended and Restated Warrant
Agreement and Sept. 28, 2012, Restricted Stock Agreement with LW
Air.  In consideration, Midsouth Services and affiliates of LW Air
received shares of the Company's common stock and warrants valued
similarly to the stock and warrants underlying the Senior Secured
Convertible Notes.

"We believe that this new round of financing will allow us to
continue making progress on our flight operations and customer
service initiatives," said Steven Santo, chief executive officer
of Avantair.  "Our Board of Directors and primary aircraft
providers played a major role in our achieving today's results and
providing additional support for our long term business model.
Additionally, I am grateful for the continued strong support from
our loyal owner group."

The notes and warrants were issued in a private placement and have
not been registered under the Securities Act of 1933, as amended,
or any state securities laws and unless so registered, may not be
offered or sold in the United States, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.

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

                        http://is.gd/q5Dg20

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Sept. 30, 2012, showed
$84.22 million in total assets, $122.83 million in total
liabilities, $14.82 million in series A convertible preferred
stock, and a $53.43 million total stockholders' deficit.


AVIVA USA: Moody's Downgrades Issuer Rating to 'Ba1'
----------------------------------------------------
Moody's Investors Service has downgraded the insurance financial
strength (IFS) rating of Aviva Life and Annuity Company (Aviva
Life) to Baa1 from A1 and the long-term issuer rating of
intermediate U.S. holding company, Aviva USA Corporation, to Ba1
from Baa1. All of the ratings have been assigned a developing
outlook. These actions conclude the ratings review, established on
June 27, 2012, which was prompted by the ultimate parent, Aviva
Plc's (Aviva, A3 subordinated debt rating, negative outlook)
strategic review of its business segments.

Ratings Rationale

Moody's said that the downgrade of Aviva Life and related entities
was driven by Aviva Plc's announcement in the group's Q3 results
that it is in discussions with external parties which may lead to
a sale of its US operations. The downgrade, which lowered the
rating to the standalone credit profile, reflects the removal of
three notches of implicit support in the ratings from the ultimate
parent, given Aviva plc's stated intentions. According to Moody's
Vice President Neil Strauss, "Recent developments make it clear
that the US operations are non-core to Aviva Plc, implying an
increased probability of being sold, and we would expect that the
US operations will receive limited financial support going
forward, regardless of whether or not a sale of Aviva USA is
executed."

The rating agency commented that the developing outlook reflects
the various potential outcomes of a sale of the company, which
could result in Aviva Life being acquired by a company that has
lower, higher, or the same creditworthiness as Aviva Life. In
addition, the amount of implicit and/or explicit support from the
buyer, as well as business strategy, capital management, and
transaction financing considerations would influence the
positioning of the ratings post-close. Moody's would also take
into account the contingency of a transaction not taking place and
Aviva plc maintaining ownership.

As the parent company has expressed its intentions to maintain
more capital on a group basis, Moody's expects minimal support for
the US operations to be forthcoming. Aviva Plc has already taken
an $1.4 billion write-down of intangibles associated with its US
operations during 2012 and has acknowledged that a sale of the US
operations would be at a substantial discount to IFRS book value.

The rating agency said that the ratings could be upgraded if a
sale is consummated with an entity whose credit quality is greater
than that of Aviva Life together with significant financial
support. Conversely, the following could lead to a downgrade of
Aviva Life's ratings: (1) sale to an entity with a weaker credit
profile than Aviva Life and/or plans to materially lower capital
levels at Aviva Life, (2) substantial deterioration in the
business or financial profile of Aviva Life post-close or (3) no
sale is executed and Aviva Life is placed into runoff.

The following ratings were downgraded and assigned a developing
outlook:

Aviva Life and Annuity Company - insurance financial strength
rating to Baa1 from A1;

Aviva USA Corporation - issuer rating to Ba1 from Baa1;

General Repackaging ACES SPC 2007-4 - backed senior secured debt
rating to Baa1 from A1;

General Repackaging ACES SPC 2007-5 - backed senior secured debt
rating to Baa1 from A1.

Aviva Life and Annuity Company markets and underwrites life
insurance and annuity products in the U.S. As of September 30,
2012, the company, which is headquartered in Iowa, had
consolidated statutory assets in the insurance operating companies
of approximately $52 billion and combined total adjusted capital
of $3.1 billion.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Life Insurers published in May 2010.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


BAKERS FOOTWEAR: Court OKs Pachulski as Committee Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy of
Bakers Footwear Group Inc. sought and obtained permission from the
U.S. Bankruptcy Court to retain Pachulski Stang Ziehl & Jones LLP
as counsel, nunc pro tunc to Oct. 17, 2012.

Bradford J. Sandler 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            Rates
       ------------            -----
       Partners              $525 - $975
       Of Counsel            $450 - $855
       Associates            $395 - $525
       Paralegals            $210 - $275

The attorneys and paralegals designated to represent the
Committee, and their current standard hourly rates are:

   Professional            Position     Hourly Rate
   ------------            --------     -----------
   Bradford J. Sandler     Partner       $695.00
   Shirley S. Cho          Of counsel    $675.00
   Jason Rosell            Associate     $425.00
   Margaret L. McGee       Paralegal     $275.00

To the best of the Committee's knowledge, neither PSZJ, nor any of
its attorneys, holds or represents any interest adverse to the
Committee or the Debtor's estate in the matters on which PSZJ is
to be retained.

                     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.


BERRY PLASTICS: Parent Guarantees Six Senior Secured Notes
----------------------------------------------------------
Berry Plastics Group, Inc., the parent of Berry Plastics
Corporation, became a guarantor of the following securities issued
by the BPC and guaranteed by certain subsidiaries of BPC:

   (i) the 9.75% Second Priority Senior Secured Notes due 2021;

  (ii) the 9 1/2% Second Priority Senior Secured Notes due 2018;

(iii) the First Priority Senior Secured Floating Rate Notes due
       2015;

  (iv) the 8 1/4% First Priority Senior Secured Notes due 2015;

   (v) the Second Priority Senior Secured Floating Rate Notes due
       2014; and

  (vi) the 10 1/4% Senior Subordinated Notes due 2016.

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at April 2, 2011, showed $5.54 billion
in total assets, $5.34 billion in total liabilities, and
$202 million in total stockholders' equity.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BLAST ENERGY: Acquires Interests in Mississippian Lime for $8.6MM
-----------------------------------------------------------------
Condor Energy Technology LLC, a joint venture between PEDEVCO
CORP. (formerly Blast Energy Services, Inc.) and MIE Jurassic
Energy Corporation, an affiliate of MIE Holdings Corporation,
entered into an Agreement for Purchase of Term Assignment for the
acquisition of interests in the Mississippian Lime covering
approximately 13,806 net acres located in Comanche, Harper, Barber
and Kiowa Counties, Kansas, and Woods County, Oklahoma, and
approximately 19.5 square miles of related 3-D seismic data, for
an aggregate purchase price of $8,648,661.  Pursuant to the
Purchase Agreement, Condor has paid an initial deposit in the
amount of $864,866, which is refundable in the event the sellers
default under the Purchase Agreement prior to closing or if Condor
terminates the Purchase Agreement due to sellers' failure to
complete any of the necessary closing conditions for which it is
responsible.  Closing is anticipated to occur in February 2013,
subject to certain customary closing conditions, including
Condor's satisfactory completion of its due diligence review of
the Mississippian Asset.

In anticipation of the Purchase Agreement, on Nov. 26, 2012, the
Company entered into a Term Assignment Evaluation Agreement with
MIE providing that the Company and MIE will each share 50% of the
purchase price, ownership interest, development and operational
expenses with respect to the Mississippian Asset.  MIE will be
reimbursed its contributions, subject to certain deductions, if it
elects not to participate in the acquisition prior to the closing,
as provided in the Evaluation Agreement.  The Company and MIE are
partners in several joint ventures, and MIE Holdings Corporation
is a significant stockholder of the Company.

Pursuant to the Consulting Services Agreement, dated June 1, 2012,
between Condor and its technical advisor, South Texas Reservoir
Alliance LLC, upon closing of the acquisition of the Mississippian
Asset, Condor will be obligated to pay STXRA a commission equal to
$75 per net acre acquired, or approximately $1,035,450 assuming
13,806 net acres are acquired.  The commission will be payable 80%
in cash, and 20% in shares of preferred stock, in such series and
at such value as the Company is issuing and selling to third
parties at the time of the closing.

                          Bylaws Amendment

The Board of Directors of the Company unanimously approved an
amendment to the Company's Bylaws to permit action by the
stockholders by less than unanimous written consent, as authorized
by the Company's Amended and Restated Certificate of Formation.
The Bylaws previously required unanimous written consent for the
stockholders to take action without a meeting.

                        Reverse Stock Split

The Company's Board of Directors approved a possible reverse stock
split of the Company's common stock and Series A Convertible
Preferred Stock in a ratio between 1-for-2 and 1-for-5, with the
specific ratio and effective time (if the Company decides to
proceed with the split) to be later determined by the Board of
Directors.  The Company's  officers and directors, who hold an
aggregate of 12,205,000 shares of common stock, representing
approximately 58% of the common stock, also approved the Reverse
Stock Split in their capacities as stockholders.  The Reverse
Stock Split was also approved by holders of an aggregate of
10,456,478 shares of Series A Convertible Preferred Stock,
representing approximately 51% of the Series A Convertible
Preferred Stock.

                         About Blast Energy

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

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

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

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


BOMBARDIER INC: Fitch Withdraws Low-B Rating on Cancelled Notes
---------------------------------------------------------------
Fitch Ratings has withdrawn its 'BB' rating on Bombardier Inc.'s
(BBD) cancelled issuance of approximately $1 billion of senior
unsecured notes planned in mid-November 2012.  Proceeds were
intended to support BBD's liquidity during a period of high
development spending on new aircraft programs including the
CSeries.

At Sept. 30, 2012, BBD's liquidity included approximately $2.1
billion of cash and availability under a three-year $750 million
bank revolver that matures in 2015.  In addition, BT has a EUR500
million revolver that also matures in 2015. Both facilities have
been unused. BA and BT also have LC facilities.  Other facilities
include a performance security guarantee (PSG) facility, various
bilateral agreements, committed sale and leaseback facilities and
off-balance-sheet non-recourse factoring facilities at BT.
Liquidity is offset by current debt maturities that totaled $46
million at Sept. 30, 2012.  In addition to debt maturities, BBD
had $520 million of other current financial liabilities including
refundable government advances, sale and leaseback obligations,
lease subsidies and other items.

BBD's ratings incorporate the company's operating performance and
negative free cash flow (FCF) that have been weaker than
anticipated due to a slow recovery in Bombardier Aerospace's (BA)
regional aircraft and light business jet markets and execution
challenges at Bombardier Transportation (BT).  The biggest driver
of negative FCF is high capital spending for development programs
at BA, which will continue through 2013 before starting to
decline.  Fitch anticipates consolidated FCF could potentially be
negative into 2013 as capital spending at BA more than offsets FCF
at BT, which could return to a positive level on an annual basis
in 2013.

Debt/EBITDA was 4.5 times (x) at Sept. 30, 2012 compared to 3.3x
at the end of 2011.  The increase in leverage reflects $500
million of new debt issued in the first quarter and weaker
earnings during 2012.  Credit metrics may not improve
significantly until the regional aircraft and business jet markets
recover and BA gets beyond its peak program expenditures.

Large capital expenditures are centered on the CSeries, but Fitch
does not consider the negative impact on FCF at this point in the
development cycle to be unusual.  First flight of the CS100 is
scheduled to occur by the end of June 2013, roughly six months
later than originally expected, with entry into service one year
later.  Entry into service for the CS300 is expected by the end of
2014.  The delay of first flight for the CS100 announced in
November 2012 does not increase project costs, but BBD may incur
some penalties, and the delay slightly extends the negative cash
cycle.

Rating concerns include the slow recovery in demand for regional
aircraft, execution risks at BT, contingent liabilities related to
aircraft sales and financing, foreign currency risk, and large
pension liabilities.  BA's contingent liabilities have been
generally stable or slightly lower, except trade-in commitments
for used aircraft.  These commitments have increased due to the
growth in orders for larger business jets.  Pension contributions
represent a material use of cash.  BBD contributed $373 million to
its plans in 2011, not including defined contribution plans, and
expects to contribute $394 million in 2012.  Net pension
obligations totaled $2.8 billion at the end of 2011, including
$569 million of unfunded plans.

Rating concerns are mitigated by BBD's diversification and strong
market positions in the aerospace and transportation businesses
and BA's portfolio of commercial aircraft and large business jets,
which the company has continued to refresh and should position it
to remain competitive when the market recovers.

WHAT COULD TRIGGER A RATING ACTION

Positive: A positive rating action is unlikely until FCF
stabilizes, but future developments that may, individually or
collectively, lead to higher ratings include:

  -- Orders and deliveries improve at BA;
  -- The CSeries program is executed successfully;
  -- BT resolves its operating challenges as expected;
  -- FCF improves materially as development spending for aerospace
     programs begins to wind down.

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

  -- The CSeries encounters material delays or increased costs;
  -- Commercial and business jet markets experience an extended
     period of weak demand;
  -- FCF fails to improve at BT.

Fitch currently rates BBD as follows:

Bombardier, Inc.

  -- Issuer Default Rating 'BB';
  -- Senior unsecured revolving credit facility 'BB';
  -- Senior unsecured debt 'BB';
  -- Preferred stock 'B+'.

The Rating Outlook is Stable.

The ratings affect approximately $5.6 billion of debt at Sept. 30,
2012 including sale and leaseback obligations.  The amount is
before adjustments for $347 million of preferred stock, which
Fitch gives 50% equity interest, and the exclusion of adjustments
for interest swaps reported in long-term debt as the adjustments
are expected to be reversed over time.


BROADWAY FINANCIAL: Says Recapitalization Nearing Completion
------------------------------------------------------------
Broadway Financial Corporation sent a letter to its stockholders
informing them that the Company is preparing for completion of its
previously reported recapitalization transactions and providing a
summary of those transactions as currently contemplated.

The letter further stated that the Company has received approval
from the Nasdaq Stock Exchange to rely on an exemption from the
Nasdaq stockholder approval requirements that would otherwise
apply to the recapitalization that Nasdaq makes available to
companies which demonstrate to Nasdaq's satisfaction that the
financial viability of the company would be jeopardized by the
delay that would be involved in obtaining stockholder approval.

Completion of the recapitalization transactions is subject to
regulatory approval and other material conditions and there is no
assurance that such transactions will be completed.

"The Recapitalization is designed to strengthen the common equity
base of the Company, while substantially reducing the costs of
servicing senior securities and simplifying our capital
structure," the Company wrote.  "We embarked on the
Recapitalization because potential investors that we had
approached in late 2010 and 2011 had consistently told us that
they would only be willing to invest in Broadway if the senior
securities were exchanged for common stock, or otherwise retired
or reduced."

The Recapitalization has three primary components:

   (1) the exchange of all of Broadway's five series of
       outstanding preferred stock, including the two series of
       Cumulative Preferred Stock held by the U.S. Treasury as
       part of its Troubled Asset Relief Program, for new common
       stock with an aggregate value equal to 50% of the aggregate
       liquidation preference of the preferred stock, plus the
       exchange of the accumulated dividends on the preferred
       stock held by the U.S. Treasury for new common stock with a
       value equal to 100% of the dividends.

   (2) the exchange of a portion of our $5 million senior bank
       loan for common stock with an aggregate value equal to 100%
       of the face amount of the debt that is exchanged (estimated
       to be approximately $2.54 million), plus forgiveness of all
       interest accrued to the closing date on the entire loan,
       and execution of a modified loan agreement for the
       remainder of the loan (approximately $2.46 million) with an
       extended maturity of over five years.

   (3) the private placement of new common stock in the estimated
       amount of approximately $4.1 million of gross proceeds,
       including $200,000 that has already been invested by
       directors and officers.

The investors in the Recapitalization will own approximately 93%
of the total number of shares outstanding after the closing of the
Recapitalization.

A copy of the letter to stockholders is available for free at:

                        http://is.gd/9Xpg27

                     About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

The Company has a tax sharing liability to the Bank which exceeds
operating cash at the Company level.  The Company used its cash
available at the holding company level to pay a substantial
portion of this liability pursuant to the terms of the Tax
Allocation Agreement between the Bank and the Company on March 30,
2012, and does not have cash available to pay its operating
expenses.  Additionally, the Company is in default under the terms
of a $5 million line of credit with another financial institution
lender.

Crowe Horwath LLP, in Costa Mesa, California, expressed
substantial doubt about the Company's ability to continue as a
going concern following the annual results for the year ended
Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$384.28 million in total assets, $365.24 million in total
liabilities and $19.04 million in total shareholders' equity.

"Due to the regulatory cease and desist order that is in effect,
the Bank is not allowed to make distributions to the Company
without regulatory approval, and such approval is not likely to be
given.  Accordingly, the Company will not be able to meet its
payment obligations within the foreseeable future unless the
Company is able to secure new capital.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," according to the Company's quarterly report for
the period ended Sept. 30, 2012.

                        Bankruptcy Warning

"There can be no assurance our recapitalization plan will be
achieved on the currently contemplated terms, or at all.  If we
are unable to raise capital, we plan to continue to shrink assets
and implement other strategies to increase earnings.  Failure to
maintain capital sufficient to meet the higher capital
requirements could result in further regulatory action, which
could include the appointment of a conservator or receiver for the
Bank.  The Company or its creditors could also initiate bankruptcy
proceedings," accoring to the Company's quarterly report for the
quarter ended Sept. 30, 2012.


BUYERS ONLY: Case Summary & 11 Unsecured Creditors
--------------------------------------------------
Debtor: Buyers Only Real Estate Agency, LLC
        555 South 3rd Street
        Las Vegas, NV 89101

Bankruptcy Case No.: 12-23519

Chapter 11 Petition Date: December 11, 2012

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

Judge: Bruce A. Markell

Debtor's Counsel: Timothy S. Cory, Esq.
                  DURHAM JONES & PINEGAR
                  10785 W. Twain Avenue, Suite 200
                  Las Vegas, NV 89135
                  Tel: (702) 870-6060
                  Fax: (702) 870-6090
                  E-mail: tcory@djplaw.com

Scheduled Assets: $1,919,460

Scheduled Liabilities: $3,429,873

The Company's list of its 11 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-23519.pdf

The petition was signed by Clifford P. Evarts, managing member.


CAESARS ENTERTAINMENT: Prices $750MM Notes at 98.25% Issue Price
----------------------------------------------------------------
Caesars Entertainment Corporation previously announced the intent
of its wholly owned subsidiaries, Caesars Operating Escrow LLC and
Caesars Escrow Corporation, to offer, through a private placement,
$300,000,000 aggregate principal amount of 9% senior secured notes
due 2020, subject to market and other conditions.

On Dec. 6, 2012, the Escrow Issuers priced $750,000,000 aggregate
principal amount of 9% senior secured notes due 2020 at an issue
price of 98.25%, plus accrued interest from Aug. 22, 2012.  The
notes are being offered in a private offering that is exempt from
the registration requirements of the Securities Act of 1933, as
amended.  The notes will be issued under the same indenture
governing the 9% senior secured notes due 2020 that were issued on
Aug. 22, 2012, but the notes and the Existing Notes will not be
fungible until the completion of a registered exchange offer
pursuant to which holders that exchange their notes or Existing
Notes will collectively receive registered 9% senior secured notes
due 2020 that will have a single CUSIP number and thereafter be
fungible.  The closing of the offering is subject to a number of
conditions.  Upon the satisfaction of certain conditions, Caesars
Entertainment Operating Company, Inc., will assume the Escrow
Issuers' obligations under the notes and the indenture.

                    About Caesars Entertainment

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

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

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

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

                           *     *     *

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

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

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


CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment, Inc., is a borrower traded in the secondary market
at 89.40 cents-on-the-dollar during the week ended Friday,
Dec. 14, 2012, a drop of 0.40 percentage points from the previous
week, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  The Company pays
525 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Jan. 1, 2018, and carries Moody's B2 rating
and Standard & Poor's B rating.  The loan is one of the biggest
gainers and losers among 193 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                    About Caesars Entertainment

Las Vegas-based Caesars Entertainment Corp., formerly Harrah's
Entertainment Inc. -- http://www.caesars.com/-- is one of the
world's largest casino companies, with annual revenue of $4.2
billion, 20 properties on three continents, more than 25,000 hotel
rooms, two million square feet of casino space and 50,000
employees.  Harrah's announced its re-branding to Caesar's on mid-
November 2010.

Caesars recorded a net loss of $1.02 billion on $6.57 billion of
net revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $471.3 million on $6.46 billion of net revenues
for the same period a year ago.  The Company reported a net loss
of $666.70 million in 2011, and a net loss of $823.30 million in
2010.

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

                           *     *     *

The TCR on Dec. 7, 2012 stated that Moody's Investors Service
assigned a 'B2' rating to the proposed $300 million senior secured
notes due 2020 issued by Caesars Operating Escrow LLC and Caesars
Escrow Corporation due 2020 to be assumed by Caesars Entertainment
Operating company, Inc. (CEOC).  Moody's affirmed Caesars
Entertainment Corporation's 'Caa1' corporate family rating and
changed the rating outlook to negative.  The change in rating
outlook to negative reflects Moody's view that Caesars' operating
results will not meet Moody's previous expectations as a result of
slowing same store gaming revenues through August across many
regional U.S. markets in which Caesars participates followed by
declines in September and October.


CANAL CAPITAL: Suspending Filing of Reports With SEC
----------------------------------------------------
Canal Capital Corporation filed a Form 15 with the U.S. Securities
and Exchange Commission to voluntarily deregister its common stock
and suspend its reporting obligations with the SEC.  As of Dec. 6,
2012, there were only 900 holders of the Company's common shares.

                        About Canal Capital

Port Jefferson Station, N.Y.-based Canal Capital Corporation is
engaged in two distinct businesses -- real estate and stockyard
operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of an Exchange Building (commercial office space), land and
structures leased to third parties (rail car repair shops, lumber
yards and various other commercial and retail businesses) as well
as vacant land available for development or resale.

Canal currently operates one central public stockyard located in
St. Joseph, Missouri.  Canal closed the stockyard it operated in
Sioux Falls, South Dakota in December 2009.

Canal's stock is no longer listed over-the-counter on the "pink
sheets".  The stock was delisted by the SEC as a result of Canal's
filing its fiscal 2009 Form 10-K without benefit of an independent
audit.

The Company's balance sheet at July 31, 2012, showed $2.82 million
in total assets, $1.43 million in total liabilities and
$1.39 million in stockholders' equity.


CASCADIA SCHOOL: Case Summary & 15 Unsecured Creditors
------------------------------------------------------
Debtor: Cascadia School
        10606 NE 14th Street
        Vancouver, WA 98664

Bankruptcy Case No.: 12-35509

Chapter 11 Petition Date: December 12, 2012

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

Judge: Paul B. Snyder

Debtor's Counsel: Timothy J. Dack, Esq.
                  916 Main St
                  P.O. Box 61645
                  Vancouver, WA 98666
                  Tel: (360) 694-4227
                  E-mail: bkfile@dackoffice.com

Scheduled Assets: $713,446

Scheduled Liabilities: $1,068,919

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/wawb12-48344.pdf

The petition was signed by Tricia Crismon, president.


CATASYS INC: Enters Into 46.9MM Shares Securities Purchase Pact
---------------------------------------------------------------
Catasys, Inc., entered into Securities Purchase Agreements with
several investors, including Crede CG II, Ltd., (formerly, Socius
Capital Group, LLC), an affiliate of Terren S. Peizer, Chairman
and Chief Executive Officer of the Company, and David Smith, an
affiliate of the Company, relating to the sale and issuance of an
aggregate of 46,987,574 shares of the Company's common stock, par
value $0.0001 per share and warrants to purchase an aggregate of
46,978,574 shares of common stock, at an exercise price of $0.07
per share, for aggregate gross proceeds to the Company of
approximately $3.3 million.  As a result, the exercise price of
these warrants decreased to $0.07, however, the number of shares
issuable under these warrants remained unchanged.

Among other things, the Agreements provide that in the event that
the Company effectuates a reverse stock split of its common stock
within 24 months of the closing date of the Offering and the
volume weighted average price of the Common Stock during the 20
trading days following the effective date of the Reverse Split
declines from the closing price on the trading date immediately
prior to the effective date of the Reverse Split, that the Company
issue additional shares of common stock.  The number of Adjustment
Shares Will be calculated as the lesser of (a) 20% of the number
of shares of common stock originally purchased by such Investor
and still held by the Investor as of the last day of the VWAP
Period, and (b) the number of shares originally purchased by that
Investor and still held by that Investor as of the last day of the
VWAP Period multiplied by the percentage decline in the VWAP
during the VWAP Period.  All prices and number of shares of common
stock will be adjusted for the Reverse Split and any other stock
splits or stock dividends.

In the aggregate, Crede invested $2.5 million in the Offering.
After giving effect to the Offering, Mr. Peizer beneficially owns
approximately 72.5% of the Common Stock of the Company, including
shares underlying options and warrants.  Mr. Smith invested
$500,000 in the Offering and after giving effect to the Offering,
Mr. Smith beneficially owns approximately 40.8% of the Common
Stock of the Company, including shares underlying warrants.

                        About Hythiam Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

In its auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Rose, Snyder & Jacobs
LLP, in Encino, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and negative cash flows from operations during the year
ended Dec. 31, 2011.

The Company reported a net loss of $8.12 million in 2011, compared
with a net loss of $19.99 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.67 million in total assets, $11.88 million in total liabilities
and a $8.21 million total stockholders' deficit.

                         Bankruptcy Warning

As of Nov. 14, 2012, the Company had a balance of approximately
$657,000 cash on hand.  The Company had working capital deficit of
approximately $2.2 million at Sept. 30, 2012.  The Company has
incurred significant net losses and negative operating cash flows
since its inception.  The Company could continue to incur negative
cash flows and net losses for the next twelve months.  The
Company's current cash burn rate is approximately $450,000 per
month, excluding non-current accrued liability payments.  The
Company expects its current cash resources to cover expenses into
December 2012, however delays in cash collections, fees, or
unforeseen expenditures, could impact this estimate.  The Company
will need to immediately obtain additional capital and there is no
assurance that additional capital can be raised in an amount which
is sufficient for the Company or on terms favorable to its
stockholders, if at all.

"If we do not immediately obtain additional capital, there is a
significant doubt as to whether we can continue to operate as a
going concern and we will need to curtail or cease operations or
seek bankruptcy relief.  If we discontinue operations, we may not
have sufficient funds to pay any amounts to stockholders."


CELL THERAPEUTICS: Further Amends Rights Pact with Computershare
----------------------------------------------------------------
The Board of Directors of Cell Therapeutics, Inc., approved an
amendment to the Company's Shareholder Rights Agreement dated as
of Dec. 28, 2009, between the Company and Computershare Trust
Company, N.A., as Rights Agent, as amended by that certain First
Amendment to Shareholder Rights Agreement dated as of Aug. 31,
2012.

The amendment amends the definition of "Final Expiration Date"
under the Rights Plan from the close of business on the third
anniversary of Jan. 7, 2010, or the record date, to the close of
business on Dec. 3, 2015.  The amendment also decreases the
exercise price of the preferred stock purchase rights under the
Rights Plan from $14.00 to $8.00.  The Rights were initially
distributed as a dividend on each share of the Company's common
stock, no par value per share, outstanding on Jan. 7, 2010, and
currently trade with each outstanding share of Common Stock.

A copy of the Rights Agreement, as amended, is available at:

                        http://is.gd/lS4QOk

                 $500,000 Cash Awards for Executives

The Compensation Committee of the Board of Directors of Cell
Therapeutics approved fiscal year-end cash incentive awards for
2012 for each of the Company's named executive officers currently
employed with the Company:

Name and Principal Position                          Bonus
---------------------------                        ----------
James A. Bianco, M.D.                                $325,000
President and Chief Executive Officer

Louis A. Bianco                                      $110,550
EVP, Finance and Administration

Jack W. Singer, M.D.                                  $68,000
EVP, Global Medical Affairs and
Translational Medicine

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CENTRAL EUROPEAN: Hires A&M as Restructuring Advisor
----------------------------------------------------
Marek Forysiak, a member of the board of directors of Central
European Distribution Corporation notified the Board of his
resignation effective Dec. 10, 2012.  Mr. Forysiak, who has served
as an independent director of the Company since April 2009, was a
member of the Board's Audit Committee.  The Company expects Markus
Sieger to be appointed to the Audit Committee following Mr.
Forysiak's departure.

The Company engaged Alvarez & Marsal North America, LLC, Alvarez &
Marsal CIS LLP and Alvarez & Marsal Poland Sp. z o.o. as its
restructuring advisor.  Alvarez & Marsal was selected by the Board
with the unanimous approval of the special committee of Company
directors.  The Company also appointed Maxim Frangulov, Managing
Director of Alvarez & Marsal and co-head of Alvarez & Marsal's
restructuring practice in Russia, as the Company's Chief
Restructuring Officer.  Mr. Frangulov and his team will serve as
independent contractors to the Company and will report to the
Board.

Mr. Frangulov has more than 15 years of experience in corporate
restructuring advisory services.  As Chief Restructuring Officer,
he will advise the Company on improving its liquidity management
and operational efficiency.

                             About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

The Company's balance sheet at Sept. 30, 2012, showed
$1.98 billion in total assets, $1.73 billion in total liabilities,
$29.44 million in temporary equity, and $210.78 million in total
stockholders' equity.

                             Liquidity

Certain credit and factoring facilities are coming due in 2012,
which the Company expects to renew.  Furthermore, the Company's
Convertible Senior Notes are due on March 15, 2013.  The Company's
current cash on hand, estimated cash from operations and available
credit facilities will not be sufficient to make the repayment of
principal on the Convertible Notes and, unless the transaction
with Russian Standard Corporation is completed the Company may
default on them.  The Company's cash flow forecasts include the
assumption that certain credit and factoring facilities that are
coming due in 2012 will be renewed to manage working capital
needs.  Moreover, the Company had a net loss and significant
impairment charges in 2011 and current liabilities exceed current
assets at June 30, 2012.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

The transaction with Russian Standard Corporation is subject to
certain risks, including shareholder approval which may not be
obtained.  The Company's 2012 Annual Meeting of Stockholders,
which was postponed due to the need to restate the Company's
financial statements, is expected to be held as soon as
practicable.  The Company believes that if the transaction is
completed as scheduled, the Convertible Notes will be repaid by
their maturity date, which would substantially reduce doubts about
the Company's ability to continue as a going concern.

                           *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa2 from Caa1.

"The downgrade reflects delays in CEDC securing adequate
financing to repay its US$310 million of convertible notes due
March 2013 which are increasing Moody's concerns that the
definitive agreement for a strategic alliance between CEDC and
Russian Standard Corporation (Russian Standard) might not
conclude at the current terms," says Paolo Leschiutta, a Moody's
Vice President - Senior Credit Officer and lead analyst for CEDC.


CENTRAL EUROPEAN: Rejects Shareholder Proposal to Provide Capital
-----------------------------------------------------------------
Central European Distribution Corporation has rejected a proposal
made by Roust Trading Ltd. and its principal equityholder, Roustam
Tariko, to provide the Company with access to interim and
permanent capital, to bolster the Company's leadership, and to
support its operational needs.

The Proposal was conditioned on the Company promptly holding its
long overdue 2012 annual stockholders' meeting, nominating a slate
for the Board of Directors of the Company which would include a
majority satisfactory to Roust Trading, and providing
responsibility for operational and financial management to Mr.
Tariko that would enable him to address the Company's well known
challenges.

Despite initial agreement on all material terms of the proposal,
the Company's entrenched directors who are unaffiliated with the
Roustan Trading ultimately rejected the Proposal, insisting that
they must retain control over the Company's financial
restructuring process and finances despite the Company's financial
failures and ongoing challenges.  Repeated attempts by RTL to
address non-RTL Directors' concerns were also rebuffed.  The
Company inexplicably insists that the same directors who presided
over the Company's financial restatements and serious performance
deterioration remain in control of the Company's finances and
restructuring.

The Proposal included the following critical elements:

  * RTL providing the Company with $50 million of RTL's previously
    invested capital for general corporate purposes by lifting
    contractual restrictions on the Company's use of those
    proceeds;

  * RTL providing an additional $107 million of capital in
    connection with a mutually acceptable potential financial
    restructuring of the Company;

  * RTL and Mr. Tariko using their commercially reasonable efforts
    to engage with the Company's lenders and local guarantee
    providers, in particular in respect of the Company's working
    capital facilities and guarantees in Russia, seeking to ensure
    the Company's continued access to existing working capital
    lines and guarantees to meet its operations requirements;

  * Delegation of business, operational and financial oversight to
    directors designated by RTL;

  * Preparations for a financial restructuring led by a special
    committee of non-RTL directors until the Company's
    stockholders elect a new board of directors;

  * All related party transactions between the Company and RTL
    to be approved by non-RTL directors; and

  * Promptly holding the long-overdue annual meeting of
    stockholders to allow the Company's owners (rather than
    entrenched self-interested directors) to decide on the
    Company's corporate governance.

As previously disclosed, RTL believes that the Company has
materially breached its obligations under the Amended Securities
Purchase Agreement.  RTL is actively considering its options with
respect thereto.

In the meantime, RTL urges all stockholders of the Company and
holders of the Company's notes who agree that this rejected
proposal would provide much-needed leadership, resources and
commercial prowess to the Issuer, to strongly communicate those
views to the Company's Board of Directors.

                             About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

The Company's balance sheet at Sept. 30, 2012, showed
$1.98 billion in total assets, $1.73 billion in total liabilities,
$29.44 million in temporary equity, and $210.78 million in total
stockholders' equity.

                             Liquidity

Certain credit and factoring facilities are coming due in 2012,
which the Company expects to renew.  Furthermore, the Company's
Convertible Senior Notes are due on March 15, 2013.  The Company's
current cash on hand, estimated cash from operations and available
credit facilities will not be sufficient to make the repayment of
principal on the Convertible Notes and, unless the transaction
with Russian Standard Corporation is completed the Company may
default on them.  The Company's cash flow forecasts include the
assumption that certain credit and factoring facilities that are
coming due in 2012 will be renewed to manage working capital
needs.  Moreover, the Company had a net loss and significant
impairment charges in 2011 and current liabilities exceed current
assets at June 30, 2012.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

The transaction with Russian Standard Corporation is subject to
certain risks, including shareholder approval which may not be
obtained.  The Company's 2012 Annual Meeting of Stockholders,
which was postponed due to the need to restate the Company's
financial statements, is expected to be held as soon as
practicable.  The Company believes that if the transaction is
completed as scheduled, the Convertible Notes will be repaid by
their maturity date, which would substantially reduce doubts about
the Company's ability to continue as a going concern.

                           *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa2 from Caa1.

"The downgrade reflects delays in CEDC securing adequate
financing to repay its US$310 million of convertible notes due
March 2013 which are increasing Moody's concerns that the
definitive agreement for a strategic alliance between CEDC and
Russian Standard Corporation (Russian Standard) might not
conclude at the current terms," says Paolo Leschiutta, a Moody's
Vice President - Senior Credit Officer and lead analyst for CEDC.


CEQUEL COMMUNICATIONS: Moody's Affirms 'B1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of Cequel Communications Holdings, LLC and assigned a B3 rating to
its proposed $750 million senior unsecured bonds issuance. The
company expects to use proceeds primarily to repay borrowings
under its revolver and to fund a tender for its 8.625% senior
notes due 2017.

The transaction modestly increases leverage (pro forma for the
buyout by BC Partners and CPP Investment Board which closed in
November) to about 6.2 times debt-to-EBITDA from 6.1 times. Also,
Moody's had expected Cequel to use the revolver as a vehicle for
debt reduction. Its repayment somewhat diminishes expected de-
leveraging, which will now come primarily from EBITDA growth
rather than debt reduction (aside from required term loan
amortization). However, the transaction would extend maturities,
reduce interest expense and boost balance sheet cash, all
favorable for liquidity. Furthermore, Moody's continues to expect
that EBITDA growth will facilitate a decline in leverage to below
6 times debt-to-EBITDA over the next year.

A summary of the actions follows.

Cequel Communications Holdings I, LLC

    Assigned B3, LGD5, 78%, to proposed Senior Unsecured Bonds

    8.625% Senior Unsecured Bonds, Affirmed B3, LGD adjusted to
    LGD5, 78% from LGD5, 79%

    6.375% Senior Unsecured Bonds, Affirmed B3, LGD adjusted to
    LGD5, 78% from LGD5, 79%

Cequel Communications, LLC

    Senior Secured Bank Credit Facility, Affirmed Ba2, LGD
    adjusted to LGD2, 22% from LGD2, 23%

Ratings Rationale

Pro forma leverage of just over 6 times debt-to-EBITDA creates
risk for a company in a capital intensive, competitive industry,
driving Cequel's B1 CFR. However, Moody's expects leverage to
decline over the next year as EBITDA grows. Good liquidity,
including expectations for increasing free cash flow, also
supports the rating. Notwithstanding the maturity of the core
video product, the relative stability of the subscription business
provides steady cash flow, and the high quality of Cequel's
network positions it well against escalating competition. The
company's penetration lags behind industry averages, but its high
speed data and phone growth is exceeding most peers, which Moody's
expects to continue as the company benefits from its network
investment. Moody's expects the new owners to seek growth
opportunities, which could improve asset value, but absent
opportunities for investment or acquisition, sponsor distributions
are likely and as such the sponsor ownership weighs negatively on
the credit profile.

The stable outlook assumes maintenance of an adequate or better
liquidity profile and that leverage will fall below 6 times debt-
to-EBITDA over the next 12 months driven by EBITDA growth. Modest
distributions over the next year would not necessarily negatively
impact the rating provided Moody's expected the de-leveraging
trend to continue.

Cequel's financial sponsor ownership and relatively high leverage
limit upward ratings momentum, and a positive rating action is
highly unlikely. A higher rating would require sustained free cash
flow to debt in the high single digits and sustained leverage
below 5 times debt-to-EBITDA, as well as a good liquidity profile
and evidence of shareholder commitment to a more fiscally
conservative capitalization.

A material weakening of operating performance or inability to grow
EBITDA due to either escalating competitive pressure or
technological changes could pressure the rating down. Incremental
shareholder friendly activities, acquisitions resulting in
leverage sustained above 6 times debt-to-EBITDA or an erosion of
the liquidity profile could also have negative ratings
implications.

The principal methodology used in rating Cequel Communications was
the Global Cable Television Industry Methodology published in July
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in St. Louis, Missouri, and doing business as
Suddenlink Communications, Cequel Communications Holdings LLC
serves approximately 1.4 million residential and 74 thousand
commercial customers. The company provides digital TV, high-speed
Internet and telephone services to consumers and businesses and
generated revenues of approximately $2 billion of revenue for the
twelve months ended September 30. BC Partners, CPP Investment
Board and certain members of Cequel's executive management
acquired Cequel from Goldman Sachs, Quadrangle, and Oaktree in
November.


CEQUEL COMMUNICATIONS: S&P Keeps 'B-' Rating on $1.25BB Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B-' issue-level
rating and '6' recovery rating on Cequel Communications Holdings I
LLC's unsecured notes remains unchanged, following the company's
$750 million add-on to its unsecured notes due 2020. "The '6'
recovery rating indicates our expectation for negligible (0%-10%)
recovery in the event of a payment default," S&P said.

"Proceeds from the add-on will be used to repay $160 million of
borrowings under the company's revolving credit facility, as well
as for tender for $500 million of 8.625% senior unsecured notes
due 2017," said Standard & Poor's credit analyst Catherine
Cosentino.

Standard & Poor's 'B+' corporate credit rating and stable outlook
on Cequel also remain unchanged, as do the 'BB-' issue-level
rating and '2' recovery rating on subsidiary Cequel Communications
LLC's secured credit facilities and the 'B-' issue-level rating
and '6' recovery rating on Cequel's 8.625% senior unsecured notes
due 2017.

"Pro forma for the current transaction and the $500 million of
incremental debt issued to fund the buyout by BC Partners and the
Canada Pension Plan Investment Board, the company's consolidated
leverage was about 6.4x, based on EBITDA for the 12 months ended
Sept. 30, 2012. This ratio remains within the parameters of the
current rating, given our assessment of the company's
'satisfactory' business risk profile and 'highly leveraged'
financial risk profile," S&P said.

RATINGS LIST

Ratings unchanged

Cequel Communications Holdings I LLC
Corporate credit rating                    B+/Stable/--
$1.25 bil. sr unsecured notes due 2020
Senior unsecured                          B-
  Recovery rating                          6

Cequel Communications LLC
$500 mil. revolver due 2017
Senior secured                            BB-
  Recovery rating                          2


CLEAR CHANNEL: Bank Debt Trades at 17% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 82.60 cents-on-the-dollar during the week ended Friday,
Dec. 14, 2012, an increase of 1.22 percentage points from the
previous week according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal.  The Company
pays 365 basis points above LIBOR to borrow under the facility.
The bank loan matures on Jan. 30, 2016, and carries Moody's 'Caa1'
rating and Standard & Poor's 'CCC+' rating.  The loan is one of
the biggest gainers and losers among 193 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Clear Channel

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

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

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

                         Bankruptcy Warning

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

                           *     *     *

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

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

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

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

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


CLEARWIRE CORP: Moody's Says Proposed Sprint Deal Credit Positive
-----------------------------------------------------------------
Moody's Investors Service on Dec. 13 said that Sprint Nextel
Corporation (B1, on review for upgrade) offered to buy the
remaining 49% stake of Clearwire Corp. (Caa2, stable) that Sprint
does not already own. Sprint's offer of $2.90 a share in cash for
Clearwire totals $2.1 billion. If a definitive agreement is
reached and a transaction is consummated, Moody's believes the
deal would be credit positive for Sprint and Clearwire.

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

With headquarters in Overland Park, Kansas, Sprint Nextel is one
of the largest telecommunications companies in the United States.
It offers digital wireless services in addition to a broad suite
of wireline communications services. The Company operates two
wireless networks, one based on CDMA technology and the other, the
former Nextel Communications' iDEN network. Sprint is the third
largest wireless carrier in the U.S. with 56.4 million subscribers
as of September 30, 2012

Headquarterd in Bellevue, Washington, Clearwire offers high-speed
wireless broadband services to consumers and businesses and is
building a nationwide 4G mobile broadband network.


CLEARWIRE CORP: S&P Puts 'CCC' Corp. Credit Rating on Watch Pos
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating, and all other ratings, on Bellevue, Wash.-based
wireless service provider Clearwire Corp. on CreditWatch with
positive implications.

"The CreditWatch listing follows Sprint Nextel Corp.'s (B+/Watch
Pos/--) offer to purchase the remaining 49% that it does not
already own of Clearwire for about $2.1 billion. It will provide
about $800 million of interim financing, which will be used to
fund operations and the build-out of Clearwire's Long-Term
Evolution (LTE) network. Including Clearwire's debt, we believe
the transaction is valued at around $6 billion," S&P said.

"The CreditWatch listing reflects the possibility that we could
raise the ratings if Sprint Nextel is successful in its bid to
acquire the remaining stake in Clearwire," said Standard & Poor's
credit analyst Allyn Arden. "Sprint Nextel signed an agreement to
sell a 70% stake in the company to Japan-based SoftBank Corp.
(BBB/Watch Neg/--), which will include an $8 billion cash
infusion. We believe an upgrade of Clearwire would likely be
limited to one notch absent a guarantee of Clearwire's debt by
Sprint Nextel."

"Clearwire is building a fourth-generation wireless network using
a technology known as Time Division (TD)-LTE in the 2.5 GHz
spectrum band, which is compatible with Softbank's TD-LTE network
in Japan. We believe that it has become more evident that
Clearwire is important to SoftBank's long-term strategy in the
U.S. because Clearwire's large spectrum position in frequencies
similar to that of Softbank's will have some potential value for
Softbank in equipment and technology development. Additionally, an
acquisition of Clearwire could help improve the ecosystem for
wireless devices on a TD-LTE network and reduce related handset
costs."

"As part of our CreditWatch, we will monitor discussions between
the two companies regarding the acquisition offer. We could raise
or affirm the ratings on Clearwire if an acquisition is ultimately
completed, depending partly on how any transaction is structured.
We believe an upgrade would likely be limited to one notch, absent
a guarantee of Clearwire's debt by Sprint Nextel. Even if the
reported talks do not lead to an acquisition in the near term, we
believe there is a greater rationale for some additional funding
being provided to Clearwire based on our view of the potential
importance of Clearwire to SoftBank's long-term strategy. Such
strategic considerations or improved liquidity could also result
in a moderate ratings uplift for Clearwire," S&P said.


COMMONWEALTH OF PUERTO RICO: Moody's Cuts Bond Ratings to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded the general obligation
rating of the Commonwealth of Puerto Rico to Baa3 from Baa1. The
downgrade also applies to those ratings that are based on or
capped at the G.O. rating of the commonwealth (see list later in
the report). The outlook is negative.

Summary Rating Rationale

The downgrade to Baa3 and the assignment of a negative outlook
reflect four primary rating drivers:

- Economic growth prospects remain weak after six years of
   recession and could be further dampened by the commonwealth's
   efforts to control spending and reform its retirement system,
   both of which are needed to stabilize the commonwealth's
   financial results. The lack of significant economic growth
   drivers and the commonwealth's declining population have also
   reduced prospects for a strong economic recovery.

- Debt levels are very high and continue to grow.

- Financial performance has been weak, including lackluster
   revenue growth and large structural budget gaps that have led
   to a persistent reliance on deficit financings and serial debt
   restructurings to support operations in recent years.

- Lack of meaningful pension reform and no clear timetable to do
   so. Reform of the commonwealth's severely underfunded
   retirement systems is needed to avoid asset depletion and
   future budget pressure.

Credit Strengths

- Politically and economically linked to the US, with benefit of
   the nation's strong financial, legal, and regulatory systems

- Large economy, with gross product exceeding that of 15 states
   and population exceeding that of 22 states

- Broad legal powers to raise revenues, adjust spending
   programs, and employ borrowing in order to maintain fiscal
   solvency

- Constitutional first priority lien on revenues of the
   commonwealth for general obligation and commonwealth-
   guaranteed debt

Credit Challenges

- Very large unfunded pension liability relative to revenues
   that Moody's expects will claim an increasing share of the
   budget over the medium term

- Very high and growing government debt relative to the size of
   the economy, due in part to financing budget deficits

- High unemployment, low workforce participation, and high
   poverty levels compared to the US; average income levels
   remain well below 50% relative to the US mainland median

- Declining population

- Large size of commonwealth government relative to the economy
   (although recent government actions are reducing the size of
   the government employment sector)

- Multi-year trend of large General Fund operating deficits,
   financed by deficit borrowing

- Local economy that has been in recession since 2006

DETAILED CREDIT DISCUSSION

Economy Still Very Weak With No Clear Growth Drivers

Until the mid-2000s, Puerto Rico's economic growth direction
tended to mirror that of the US. In 2006, however, Puerto Rico
entered recession when the rest of the US was still in full
expansion mode. Since then, the commonwealth has remained in
recession. Some economic indicators, such as retail, auto and
cement sales and the Government Development Bank for Puerto Rico's
Economic Activity Index, have stabilized or are now trending up
for the first time since 2006, but they are improving off a very
low base, and reflect what is still essentially a weak economy
that is not likely to be able to absorb much additional stress.
Moreover, the commonwealth's economy lacks clear growth drivers as
its manufacturing sector continues to see employment reductions.
Population declined by 3% from 2005 to 2011 and slight declines
are expected in the near term. Unemployment has ticked up slightly
to 13.8% after reaching a low of 13.5% versus the US average of
7.8% at the end of the first quarter of fiscal 2013. Tourism has
been a relatively good performer, but it remains relatively small
and is susceptible to weakness in the larger US economy.

Puerto Rico's weak retirement system funding could also challenge
the commonwealth's finances and economy, as any new money put into
the system would likely come from the government (weakening
finances) or employees (weakening the economy). As the economy and
financial situation are both fragile, this additional challenge
will likely be difficult for the commonwealth to manage. There are
approximately 330,000 active and retired members of the
commonwealth's two main pension plans, or 9% of the population.

Debt Levels are High and Continue to Rise

As reported in Moody's 2012 State Debt Medians Report (published
in May 2012), debt ratios for the commonwealth are very high, with
net tax-supported debt at over $14,000 per capita and
approximately 89% of personal income, significantly higher than
any US state and also reflective of the relatively low per capita
incomes in the commonwealth. Net tax-supported debt as of December
31, 2011 was $51.9 billion reflecting significant new issuance by
the commonwealth and Government Development Bank over the past
year. Debt measures are also relatively high for similarly rated
sovereigns and regional governments outside the US.

Revenue Growth in Fiscal 2012 Due to Temporary Excise Tax

The commonwealth's general fund net revenues increased 6.1%, or
$502 million, in fiscal 2012, in line with the commonwealth's
revenue estimates for the year. The increase was mainly due to a
temporary, multi-year excise tax imposed on certain foreign
persons which yielded approximately $1.2 billion in revenue for
the year. Collections from the excise tax, however, were offset by
declines in other sources of revenue, including income taxes on
individuals and corporations, withholding taxes on non-residents,
and property taxes in part due to tax relief provided to
individuals and corporations as part of the commonwealth's tax
reform program.

General fund net revenues through October of fiscal year 2013,
however, are down 3.3% or $76 million as compared with the same
period last year and about 3.7% below estimates largely due to
declines in corporate excise taxes, off-shore shipments of rum and
corporate income taxes.

Continued Wide Budget Gaps, Reliance on Debt Restructuring and
Deficit Financing

The commonwealth's deficit for fiscal year 2012 was approximately
$1.6 billion, or 17% of general fund revenue, including principal
and interest payments on commonwealth general obligation and other
debt that was paid with bond proceeds. This is a considerable
improvement from 2010 when the commonwealth faced a deficit of
$3.1 billion including debt restructurings, or 40% of fiscal 2010
general fund revenues. The commonwealth was able to do this
through spending control (reducing spending largely through large
government layoffs) and conservative revenue forecasting. Total
payroll expenses have been reduced by $907 million, or 16%, since
2009.

The budget for fiscal year 2013 is $9.08 billion, down 2% from the
fiscal year 2012 budget and down 11% as compared with the fiscal
year 2010 budget, mostly due to continuing declines in payroll
spending. General fund revenues are projected to be $8.75 billion,
or 0.9% over fiscal 2012, with the shortfall being made up with
bond proceeds issued by the Puerto Rico Sales Tax Financing
Corporation (COFINA) and other sources. Net revenues for fiscal
2012 were $8.66 billion, just slightly above projections of $8.65
billion. The budget gap however, does not include expenditures for
approximately $745 million of debt service payments which are
expected to be refinanced during fiscal 2013. In addition, the
commonwealth recently cut its forecast for economic growth for
fiscal 2013 from 1.1% to 0.6% indicating that the projected
deficit for the fiscal year ending June 30th will grow.

Lack of Progress on Pension Reform to Avoid Asset Depletion

In 2011, the commonwealth completed a modest first phase of
pension reform (adopting an ascending schedule of future employer
contributions and limiting the size of personal loans available to
members), but did not undertake further meaningful additional
reforms. The timetable for additional reforms remains unclear.

The commonwealth's pension plans that comprise its retirement
systems are far weaker financially when compared to the pension
plans of the 50 US states. As of June 30, 2011, the date of the
latest actuarial valuations of the retirement systems, the
unfunded actuarial accrued liability (including basic and system
administered benefits) for the Employees Retirement System (ERS),
the Teachers Retirement System (TRS) and the Judiciary Retirement
System was $23.7 billion, $9.1 billion and $319 million,
respectively. The pension systems' combined unfunded liability of
$33 billion is almost four times the annual budget ($9 billion), a
burden that will exert significant budgetary pressure for many
years to come.

Estimated benefit payments from both ERS and TRS exceed incoming
employee and employer contributions by wide margins --
approximately $938 million between the two plans in fiscal 2012-
resulting in a projected rapid depletion of system assets. A $3
billion issue of pension bonds in 2008 has helped extend the asset
life, though these funds are included in the current depletion
forecast.

In addition to low asset levels, ERS commingles the assets of both
its defined benefit and defined contribution members, meaning
future DC payouts must eventually be paid by ERS. No corresponding
liabilities for these eventual payouts have been disclosed.

Without meaningful additional reforms, the commonwealth will be
forced to add direct retirement benefit payments to the budget
within several years. Moody's estimates that in fiscal 2012,
benefit payments for the major systems plus incremental benefits
granted by special laws (currently paid directly from the general
fund) plus debt service on the existing pension bonds, less
employee contributions, together equal nearly 22% of the $8.7
billion in fiscal 2012 general fund revenues. This is
substantially more than the approximately 9% of general fund
revenues currently paid in employee contributions and indicative
of the size of the budgetary burden of a future "pay-as-you-go"
pension structure.

Since the ERS defined benefit plan was closed in 2000, the benefit
amounts will grow relatively slowly over the next few years, reach
a peak benefit level around 2038 and then start to decline. Future
costs for TRS and the System 2000 defined contribution payouts,
however, are unknown.

ACTION AFFECTS MULTIPLE CREDITS

The downgrade and negative outlook affects general obligation
bonds of the commonwealth, and also affects bonds whose ratings
are determined by or linked to that of the commonwealth. Affected
credits are listed below.

DOWNGRADED TO Baa3 FROM Baa1

- General obligation bonds

- Pension funding bonds

- Puerto Rico Infrastructure Finance Authority (PRIFA) Special
   Tax Revenue Bonds

- Convention Center District Authority Hotel Occupancy Tax
   Revenue Bonds

- Government Development Bank (GDB) Senior Notes

- Municipal Finance Authority (MFA) Bonds

- Puerto Rico Highway and Transportation Authority (PRHTA)
   Transportation Revenue Bonds

- Puerto Rico Aqueduct and Sewer Authority (PRASA) Commonwealth
   Guaranteed Bonds

DOWNGRADED TO Baa2 FROM A3

- Puerto Rico Highway and Transportation Authority (PRHTA)
   Highway Revenue Bonds

DOWNGRADED TO Ba1 FROM Baa2

- Puerto Rico Public Finance Corporation (PRPFC) Commonwealth
   Appropriation Bonds

- Puerto Rico Aqueduct and Sewer Authority (PRASA) Revenue Bonds

- Puerto Rico Highway and Transportation Authority (PRHTA)
   Subordinate Transportation Revenue Bonds

Outlook

The rating outlook is negative, reflecting the stress the
commonwealth will face in the next few years as it continues to
attempt to address the underfunding of the retirement system from
an already weak financial and economic position. While the economy
has shown some preliminary signs of stabilizing, the lack of
apparent growth drivers, the commonwealth's rising debt levels and
continued reliance on deficit financing to fund budget gaps
continue to pressure the rating.

What Could Make The Rating Go UP

- Significant improvement in the condition of the commonwealth's
   pension system.

- Strong rebound in economic growth leading to improved and
   sustained revenue results.

- Spending controls and/or revenue increases that lead to long-
   term improved budgetary results and outlook.

- Reversal of General Fund's deficit position.

What Could Make The Rating Go DOWN

- Lack of liquidity

- Lack of market access

- Indication that total fixed costs, including pension
   contributions and debt service on bonded debt, have become
   unsustainable or unaffordable.

- Steep growth in structural budget gap and an increase in GAAP
   deficits, solved with non-recurring solutions.

- Further recession, resulting in declining revenues, deficit
    financing and continued out-migration

- Inability to curtail increase in debt experienced in recent
    years.

Principal Methodology

The principal methodology used in rating the Commonwealth of
Puerto Rico was the State Rating Methodology published in November
2004.

The principal methodologies used in rating the Government
Development Bank for Puerto Rico were the Credit Substitution
Methodology published in August 2009 and the State Rating
Methodology published in November 2004.

The principal methodology used in rating the Puerto Rico Public
Finance Corporation appropriation debt was the the Fundamentals of
Credit Analysis for Lease Backed Municipal Obligations published
in 2011.

The principal methodologies used in rating the Puerto Rico Highway
and Transportation Authority were the Special Tax Methodology
published in March 2012 and the State Rating Methodology published
in November 2004.

The principal methodologies used in rating the Puerto Rico
Infrastructure Finance Authority Special Tax Revenue bonds were
the Special Tax Methodology published in March 2012 and the State
Rating Methodology published in November 2004.

The principal methodologies used in rating the Puerto Rico
Municipal Finance Authority were the State Rating Methodology
published in November 2004 and a methodology based on evaluating
factors Moody's believes are relevant to the credit profile of the
issuer, such as i) the business risk and competitive position of
the issuer versus others within its industry or sector, ii) the
capital structure and financial risk of the issuer, iii) the
projected performance of the issuer over the near to intermediate
term, iv) the issuer's history of achieving consistent operating
performance and meeting budget or financial plan goals, v) the
debt service coverage provided by such revenue stream, vii) the
legal structure that documents the revenue stream and the source
of payment, and viii) the issuer's management and governance
structure related to the payment. These attributes were compared
against other issuers both within and outside of the issuer's core
peer group. The ratings are believed to be comparable to ratings
assigned to other issuers of similar credit risk.

The principal methodology used in rating the Puerto Rico Employees
Retirement System bonds was the State Rating Methodology published
in November 2004.

The principal methodologies used in rating the Puerto Rico
Convention Center Authority Hotel Occupancy Tax Revenue Bonds were
the Special Tax Methodology published in March 2012 and the State
Rating Methodology published in November 2004.

The principal methodologies used in rating the Puerto Rico
Aqueduct and Sewer Authority were the Analytical Framework for
Water and Sewer System Ratings published in August, 1999 and the
State Rating Methodology published November 2004.


COMMUNITY BANK/OZARKS: Closed; Bank of Sullivan Assumes Deposits
----------------------------------------------------------------
Community Bank of the Ozarks in Sunrise Beach, Mo., was closed on
Friday, Dec. 14, by the Missouri Division of Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Bank of Sullivan of Sullivan, Mo., to
assume all of the deposits of Community Bank of the Ozarks.

The two branches of Community Bank of the Ozarks will reopen
during normal business hours as branches of Bank of Sullivan.
Depositors of Community Bank of the Ozarks will automatically
become depositors of Bank of Sullivan.  Deposits will continue to
be insured by the FDIC, so there is no need for customers to
change their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of
Community Bank of the Ozarks should continue to use their existing
branch until they receive notice from Bank of Sullivan that it has
completed systems changes to allow other Bank of Sullivan branches
to process their accounts as well.

As of Sept. 30, 2012, Community Bank of the Ozarks had around
$42.8 million in total assets and $41.9 million in total deposits.
In addition to assuming all of the deposits of the failed bank,
Bank of Sullivan agreed to purchase essentially all of the assets.

The FDIC and Bank of Sullivan entered into a loss-share
transaction on $37.3 million of Community Bank of the Ozarks'
assets.  Bank of Sullivan will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-830-6698.  Interested parties also can
visit the FDIC's Web site at

   http://www.fdic.gov/bank/individual/failed/cmbkozarks.html.

The FDIC estimates that the cost to the Deposit Insurance Fundwill
be $10.4 million.  Compared to other alternatives, Bank of
Sullivan's acquisition was the least costly resolution for the
FDIC's DIF.  Community Bank of the Ozarks is the 51st FDIC-insured
institution to fail in the nation this year, and the fourth in
Missouri.  The last FDIC-insured institution closed in the state
was Excel Bank, Sedalia, on Oct. 19, 2012.


CSD LLC: Hires Lionel Sawyer as Special Counsel
-----------------------------------------------
CSD, LLC asks the U.S. Bankruptcy Court to employ Lionel Sawyer &
Collins as special counsel.

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

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

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

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

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

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

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

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

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


CSD LLC: Court Approves Munsch Hardt & Harr, P.C. as Attorneys
--------------------------------------------------------------
CSD, LLC, sought and obtained permission from the U.S. Bankruptcy
Court for the District of Nevada to employ Munsch Hardt Kopf &
Harr, P.C., as general bankruptcy counsel to the Debtor.

Munsch Hardt will render, among others, these services:

   1) serve as attorneys of record for the Debtor in all
      aspects, including any adversary proceedings commenced in
      connection the bankruptcy case, and to provide
      representation and legal advice to the Debtor throughout the
      bankruptcy case;

   2) assist the Debtor in carrying out its duties under the
      Bankruptcy Code, including advising the Debtor or such
      duties, its obligations, and its legal rights;

   3) consult with the United States Trustee, any statutory
      committee that may be formed, and all other creditors and
      parties-in-interest concerning administration of the
      bankruptcy case; and

   4) assist in potential sales of the Debtor's assets.

Munsch Hardt's hourly rates for attorneys and paraprofessionals
who will most likely be working on the bankruptcy case are:

     Joseph J. Wielebinski, Esq., Shareholder     $635
     Zachery Z. Annable, Esq., Associate          $350
     Audrey Monlezun, Paralegal                   $200

To the best of the Debtor's knowledge, the shareholders and
associates of Munsch Hard are "disinterested persons" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                          About CSD LLC

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

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

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

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

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

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

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

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


CSD LLC: Court Approves Greene Infuso as Counsel
------------------------------------------------
CSD, LLC, sought and obtained approval from the U.S. Bankruptcy
Court for the District of Nevada to employ James D. Greene, Esq.,
and Greene Infuso, LLP, as counsel to the Debtor, effective as of
Oct. 12, 2012.

Green Infuson will provide, among others, these legal services:

  (1) Advising and representing the Debtor concerning the rights
      and remedies of the Debtor's business company in regard of
      the business and with respect to the secured, priority and
      general claims of creditors;

  (2) Advising and representing the Debtor in connection with the
      restructuring of its financial and business matters,
      including sales of any assets;

  (3) Advising and representing the Debtor in connection with the
      investigation of potential causes of action against persons
      or entities, including, but no limited to, avoidance
      actions, and the litigation thereof, if warranted; and

  (4) Representing the Debtor in any proceeding or hearing in the
      Bankruptcy Court, and in any action in other courts where
      the rights of the company may be litigated or affected.

To the best of the Debtor's knowledge, GI is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.

The Debtor proposes to pay GI its customary hourly rates in effect
from time to time and to reimburse GI for its expenses according
to its reimbursement policies.

                           About CSD LLC

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

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

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

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

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

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

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

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


D MEDICAL: Names David Schwartz as CEO, Yaacov Lev as Chairman
--------------------------------------------------------------
D. Medical Industries Ltd. announced that as of Dec. 10, 2012, Mr.
David Schwartz has ceased from serving as the Company's chairman
and has been appointed as the Company's CEO.  Mr. Schwartz will
keep serving as a director of the Company.

In addition, Mr. Yaacov Bar Lev, who served as a director of the
Company as of Sept. 12, 2012, has been appointed as the Company's
chairman as of Dec. 10, 2012.

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

                        http://is.gd/1l0WDA

                         About D. Medical

D. Medical -- http://www.dmedicalindustries.com/-- is a medical
device company that holds through its subsidiaries a portfolio of
products and intellectual property in the area of insulin and drug
delivery.  D. Medical has developed durable and semi-disposable
insulin pumps, which continuously infuse insulin into a patient's
body, using its proprietary spring-based delivery technology.  D.
Medical believes that its spring-based delivery mechanism is cost-
effective compared to the motor and gear train mechanisms that
drive competitive insulin pumps and also allows it to incorporate
certain advantageous functions and design features in its insulin
pumps.

The Company reported a net loss of NIS 48.30 million on
NIS 1.51 million of sales for 2011, compared with a net loss of
NIS 45.89 million on NIS 1.26 million of sales for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
NIS 15.63 million in total assets, NIS 11.29 million in total
liabilities, and equity of NIS 4.34 million.


DENNY'S CORP: Adopts Pre-Arranged Stock Trading Plan
----------------------------------------------------
Denny's Corporation announced the adoption of a pre-arranged stock
trading plan for the purpose of repurchasing a limited number of
shares of the Company's common stock in accordance with guidelines
specified under Rule 10b5-1 of the Securities Exchange Act of 1934
and the Company's policies regarding stock transactions.

This plan has been established in accordance with, and as a part
of, the Company's stock repurchase program previously announced on
May 18, 2012.  Repurchases under the Company's 10b5-1 plan will be
administered through an independent broker.  The plan will cover
the repurchase of shares commencing no earlier than Dec. 17, 2012
,and expiring Feb. 22, 2013.  Repurchases are subject to SEC
regulations as well as certain price, market volume and timing
constraints specified in the plan.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

The Company's balance sheet at Sept. 26, 2012, showed
$325.85 million in total assets, $325.29 million in total
liabilities and $563,000 in total shareholders' equity.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.


DEWEY & LEBOEUF: Seeks Extension of Case Removal Window
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Dewey LeBoeuf LLP
asked a New York bankruptcy judge to extend from Dec. 31 to March
4 the time during which it can remove actions it faces, including
12 prepetition cases already filed against it.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey on Nov. 21, 2012, filed a Chapter 11 liquidating plan and
disclosure statement, which incorporates the partner contribution
plan approved by the bankruptcy court in October.  Under the so-
called PCP, 440 former partners will receive releases in exchange
for $71.5 million in contributions.  The plan is also based on a
proposed settlement between secured lenders and the unsecured
creditors' committee.  Secured lenders will have an allowed
secured claim for $261.9 million, along with a $100 million
unsecured claim for the shortfall in collections on their
collateral.  Unsecured creditors will have $285 million in allowed
claim.  In the new lender settlement, secured creditors would
permit $54 million in collection of accounts receivable to be
utilized in the liquidation.  From the first $67.5 million
collected in the partners' settlement, the plan offers 80% to
secured lenders, with the remaining 20% earmarked for unsecured
creditors.  Collections from the partners settlement above $67.5
million would be split 50-50 between secured and unsecured
creditors.  Meanwhile, secured creditors will receive no
distribution on the $100 million deficiency claim from the first
$67.5 million from the partners' settlement.  If secured lenders
don't agree to release partners, they receive nothing from the
partners' settlement payments.  From collection of other assets --
such as insurance, claims against firm management and lawsuits --
the plan divides proceeds, with lenders receiving 60% to 70% and
unsecured creditors taking the remainder.

A hearing to approve the explanatory Disclosure Statement is set
for Jan. 3 at 2:00 p.m.  Objections to the Disclosure Statement
are due Dec. 24.  The Debtor aims a confirmation hearing to
approve the plan by the end of February.


DORSET INVESTMENT: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: Dorset Investment Group, Inc.
        956 SW 12th Avenue
        Pompano Beach, FL 33069

Bankruptcy Case No.: 12-39599

Chapter 11 Petition Date: December 11, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Susan D. Lasky, Esq.
                  SUSAN D. LASKY, P.A.
                  2101 N. Andrews Avenue, #405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 206-0628
                  E-mail: ECF@suelasky.com

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

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

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb12-39599.pdf

The petition was signed by Ian Squire, director.


DOVE CREEK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dove Creek Quarries, LLC
        17600 West
        P.O. Box 729
        Park Valley, UT 84329

Bankruptcy Case No.: 12-35496

Chapter 11 Petition Date: December 12, 2012

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Matthew M. Boley, Esq.
                  PARSONS KINGHORN HARRIS
                  111 E. Broadway
                  11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax: (801) 363-4378
                  E-mail: mmb@pkhlawyers.com

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

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

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

The petition was signed by David D. Morris, member/manager.


DUNLAP OIL: Court OKs Peritus Commercial as Financial Advisor
-------------------------------------------------------------
Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought and
obtained approval from the Bankruptcy Court for authority to
employ Peritus Commercial Finance LLC as their financial advisor.

Peritus is a full service business and financial consulting firm
with expertise in the areas of corporate finance and valuation,
mergers and acquisitions, financial restructuring, business
oversight, and litigation support.  The Debtors have determined
that Peritus has the resources, expertise, and experience
necessary to serve as financial advisor.

Among other things, the Debtors will look to Peritus:

     -- for advise in connection with cash flow and financing
        issues; and with business and financial restructuring of
        the company, and in the formulation, negotiation, and
        confirmation of a chapter 11 reorganization plan;

     -- to perform financial analysis of the Debtors' business
        and operations; and perform valuation and feasibility
        analyses; and

     -- to provide overall financial oversight.

The current hourly rates for Peritus professionals who are
expected to have primary responsibility for the engagement are:

     Steve Odenkirk                $200 per hour
     Member                        $200 per hour

Prior to the Petition Date, the Debtors provided Peritus with an
advance fee retainer in the amount of $5,000.  Prior to bankruptcy
filing, the Debtors incurred charges for services performed by
Peritus in the amount of $3,260 which were applied against the
Retainer.  Accordingly, the remaining amount of the Retainer is
$1,740.  Peritus has informed the Debtors that Peritus will hold
the Retainer in trust during the pendency of this case to be
applied toward the payment of Peritus approved compensation and
expenses awarded in the case pursuant to 11 U.S.C. Sec. 330(a)(1).

Peritus provided certain business, financial, and valuation
services to the Debtors prepetition.  In the 12 months prior to
the bankruptcy filing, the Debtors paid Peritus professional fees
and expenses totaling $37,354, in addition to the Retainer.  All
payments made by the Debtors to Peritus for professional fees and
expenses were incurred and paid in the ordinary course of business
of the Debtors and Peritus.  Peritus currently is not owed any
unpaid professional fees or expenses in connection with
prepetition services rendered.

To the best knowledge of the Debtors, Peritus does not hold or
represent any interest adverse to the Debtors.

Peritus may be reached at:

         Steve Odenkirk
         PERITUS COMMERCIAL FINANCE LLC
         674 E. Bridal Veil Falls Rd.
         Oro Valley, AZ 85755
         Tel:  520-360-2782
         E-mail: steve@perituscf.com

                 About Dunlap Oil and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

Judge James M. Marlar presides over the case.  John R. Clemency,
Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy, P.A.,
serve as the Debtors' counsel.  Peritus Commercial Finance LLC
serves as financial advisor.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.


DUNLAP OIL: Gets Final Approval on Use of Cash Collateral
---------------------------------------------------------
Dunlap Oil Company Inc. and Quail Hollow Inn LLC won final
authority to use cash tied to prepetition obligations to their
secured lenders.  The Debtors said they require the use of cash
collateral to operate their businesses and reorganize.

The Debtors' primary secured creditors are Canyon Community Bank,
which asserts an indebtedness of roughly $6.275 million, and
Compass Bank, which asserts an indebtedness of roughly
$5.44 million.

In addition, Dunlap Oil's primary fuel supplier, Jackson Oil
Company, asserts an interest in Dunlap Oil's Chevron brand fuels,
including proceeds.

To the extent that CCB, Compass, Jackson, or any other creditor
demonstrates a perfected interest in the Cash Collateral, as
adequate protection of any creditor's interest in the Cash
Collateral, the Debtors have agreed to grant replacement liens on
all similar collateral generated postpetition to the same extent,
validity and priority as any liens attached to its prepetition
collateral.

                 About Dunlap Oil and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

Judge James M. Marlar presides over the case.  John R. Clemency,
Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy, P.A.,
serve as the Debtors' counsel.  Peritus Commercial Finance LLC
serves as financial advisor.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.


EDISON MISSION: Bankruptcy Seen This Week; Kirkland on Board
------------------------------------------------------------
Mike Spector, writing for The Wall Street Journal, reports that
people familiar with the matter said Edison Mission Energy is
preparing to file for Chapter 11 bankruptcy protection in the
coming days.  The sources said Edison Mission could file as soon
as Sunday night unless a deal is reached with its creditors.

Sources told WSJ that Edison Mission has hired law firm Kirkland &
Ellis LLP to work on the expected bankruptcy.  They also said
investment banks Moelis & Co. and Perella Weinberg Partners are
also working on the matter.

The report recounts Edison Mission skipped $97 million in interest
payments on bonds due Nov. 15 and obtained a grace period that
expires Monday.  Edison Mission warned in a regulatory filing last
month the payment default would likely result in the company's
bankruptcy filing.  The company also has warned it doesn't expect
to have enough cash to address $500 million of debt coming due in
June.

WSJ reports a company spokesperson did not respond to requests for
comment.

According to WSJ, Edison Mission owes bondholders $3.7 billion and
could yet reach a deal with those creditors before next week in an
attempt to stay out of bankruptcy.  But the bonds are held by a
wide array of investors, making it difficult to get enough
creditors to sign off on a deal, the people familiar with the
matter said.

The bondholders of Edison Mission and its parent, Edison
International, have discussed a deal that can be executed in
bankruptcy court, some of the people said, according to WSJ.
Edison Mission's large bondholders include hedge funds Avenue
Capital Group and York Capital Management, the sources said.  The
deal would likely result in Edison International severing ties
with Edison Mission, these people said.  As part of the breakup,
Edison International would make payments to Edison Mission as part
of a complex tax arrangement for two years, assume certain pension
and retiree liabilities and possibly make other payments related
to a separate potential tax liability, the people said.

WSJ's Mr. Spector explains that Edison International, the parent,
offsets taxable income through operating losses at Edison Mission,
the subsidiary.  That results in the parent making payments to the
subsidiary.  The arrangement requires the parent company to own at
least 80% of the subsidiary.  As a result, Edison Mission's
bondholders can't swap their debt for big ownership stakes in the
company, because that would threaten the parent's ability to
continue taking advantage of the tax arrangement.  That makes it
difficult for a restructuring deal to be reached with creditors
outside of bankruptcy, WSJ says.

WSJ also reports that people familiar with the situation said that
in the deal discussed with bondholders, Edison Mission would
likely remain in bankruptcy court for some time while the tax
arrangement continues, with bondholders converting debt to equity
later.  One of the sources said Edison Mission could at some point
look for a buyer.

People familiar with the matter, according to WSJ, also said the
company must also spend money to retrofit the Midwest Generation
plants and probably needs to renegotiate a $1.5 billion lease
there.


ELBIT VISION: Closes $500,000 Private Placement Financing
---------------------------------------------------------
Elbit Vision Systems Ltd. closed on Dec. 10, 2012, a non-brokered
private placement with Mr. Avi Gross.  The Company issued and sold
5,263,158 ordinary shares to Mr. Gross at a price of $0.095 per
ordinary share for gross proceeds of $500,000 and Mr. Gross
provided a $300,000 convertible loan to the Company which may be
converted in whole or in part at a price per share of $0.095,
within 6 months of the closing date.  Should the loan not be
converted, the principal and interest (at LIBOR per annum) will be
repayable over the following 12 months.

As part of the investment, Mr. Gross has also received two
warrants to purchase ordinary shares of the Company.  The first
warrant is exercisable for up to $200,000 of ordinary shares,
subject to adjustment, during the 6 month period following the
issuance of the warrant at a price per share of $0.095/share.  The
second warrant is exercisable for up to $1,000,000 of ordinary
shares, subject to adjustment, during the period between from the
6 month anniversary of the closing until Feb. 5, 2015.  The
exercise price of the second warrant is $0.20 per share unless the
Company achieves gross revenues of less than $19,000,000 for the
year ending Dec. 31, 2014, in which case the exercise price will
be reduced to $0.17 per share.  Exercise of the second warrant
will be contingent on Mr. Gross converting or exercising at least
50% of the aggregate number of shares issuable under both the loan
and the first warrant, and the amount issuable will be
proportionally reduced based on the aggregate portion of the
convertible loan converted and the first warrant exercised.

Following the investment Mr. Gross will hold approximately 7.025%
of the outstanding share capital of the Company, immediately
following the closing.

Mr. Gross is entitled to appoint an observer to the Company's
board of directors, and should he convert or exercise at least 50%
of the value of loan and the first warrant, he will be entitled to
appoint a member of the board.
The proceeds of the transaction will be used principally for the
expansion of the Company's marketing efforts and activities mainly
in Asia and South America.

Sam Cohen, CEO of EVS commented, "We are delighted that Mr. Avi
Gross has agreed to become part of EVS.  Mr. Gross brings a wealth
of knowledge from his lifetime of successful business experience
in the textile industry worldwide which EVS has identified as our
primary growth sector.  He shares our belief in and commitment
towards this dynamic market.  His global business network will be
an asset to our marketing strategy while his extensive experience
will be a resource for our expanding product portfolio."

Avi Gross said, "I am excited to partner with the excellent
management team at EVS.  The company has developed incredibly
innovative vision inspection products which address a real need in
the textile industry, and I look forward to contributing to the
company's future success."

                        About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.

The Company's balance sheet at Sept. 30, 2012, showed
US$3.62 million in total assets, US$4.28 million in total
liabilities, and a US$664,000 shareholders' deficiency.


FENWAL INC: S&P Withdraws 'B+' Corp. Credit Rating at Request
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including the 'B+' corporate credit rating, on Lake Zurich, Ill.-
based Fenwal Inc. at the company's request. The rating withdrawal
follows the close of Fenwal's acquisition by Fresenius Kabi, a
wholly owned subsidiary of Fresenius SE & Co. KGaA.


FIDELITY & GUARANTY: S&P Raises Corp. Credit Rating to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Fidelity &
Guaranty Life Insurance Co. to 'BB+' from 'BB'. "We also revised
the outlook to stable from positive. We are now reviewing the
company on a solicited basis. At the same time, we assigned
Fidelity & Guaranty Life Insurance Co. of New York our 'BB+'
rating with a stable outlook. (Collectively, we refer to both
companies as F&G)," S&P said.

"The rating upgrade and stable outlook reflect F&G's strengthened
competitive position, decreased asset risk, and improving
operating performance," said Standard & Poor's credit analyst
Marilyn Castro. "As of Sept. 30, 2012, F&G earned adjusted
statutory net income of $211.5 million, a $64 million increase
from prior-year-end levels--2011 results contain the negative
impact of about $140 million from the closing of several
reinsurance transactions. Adjusted statutory net income for the
year so far, as of Sept. 30, 2012, comprised reported net income
of $88 million, net realized capital losses of $5 million, and
$118 million in unrealized gains from derivatives. When analyzing
statutory net income, we adjust earnings to include the unrealized
gains or losses on derivatives backing the fixed-indexed
annuities--reported as a component of capital and surplus--to
match it against the offsetting change in reserves that are
reported in income from operations."

"F&G recently returned to a top 10 position in indexed annuity
sales as of March 31, 2012, a position it last held in 2007. As of
June 30, 2012, F&G's indexed annuity sales totaled $1 billion--
almost triple prior-year sales. For the same period, indexed life
sales (on a weighted basis) were $9.4 million, a modest increase
from prior-year levels. However, F&G's narrow business profile may
affect its competitive positioning in the future," S&P said.

"In its fulfillment of the terms and conditions for the pending
sale of F&G in 2011 from Old Mutual PLC, Harbinger identified
certain investments that should be eliminated from the investment
portfolio. F&G disposed of these investments in 2010-2011 to lower
the risk in its portfolio without incurring significant losses.
Although 97% of F&G's bonds were rated investment grade as of Dec.
31, 2011, above-average credit exposure to 'BBB' rated investments
(44% of the fixed-income portfolio) offsets its below-average
exposure to speculative-grade assets. More than 85% of F&G's
investments are fixed income, mainly investment-grade corporate
bonds, municipal bonds, and agency collateralized mortgage
obligations. The company owns minimal residential mortgage-backed
securities (4% of total invested assets) or commercial mortgage-
backed securities (3%) and has a small exposure to real estate.
F&G also limits its exposure to alternative investments," S&P
said.

"The ratings on F&G reflect its good competitive position, which
it derives from its distribution relationships and fixed index
annuities product-development capabilities in its niche markets.
The stable outlook reflects F&G's improved sales trends, de-
risking of the investment portfolio, and strengthened
capitalization. We expect F&G's indexed annuity and life sales
growth to be consistent with industry trends for 2012 and 2013. We
also expect F&G to generate at least $100 million in adjusted
statutory net income in 2012 and 2013 and maintain a top 10
position in its primary niche business: fixed-indexed annuities,"
S&P said.

"We could raise the rating if capitalization becomes sustainably
redundant at the 'BBB' confidence level as measured by our model,
and if operating performance and risk management continue to
improve," Ms. Castro continued. "We could lower the rating if
F&G's RBC ratio declines below 300% or capitalization under our
model declines significantly. We could also lower the ratings if
F&G's investment risk increases aggressively or if its competitive
position weakens."


FIRST HORIZON: Fitch Lowers Subordinated Debt Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
(IDRs) of First Horizon National Corporation (FHN) and lead bank
First Tennessee Bank, N.A. (FTBNA) to 'BBB-' from 'BBB.'  The
ratings have been removed from Rating Watch Negative and assigned
a Stable Rating Outlook.

Rating Action Rationale

The downgrade of FHN's ratings reflects Fitch's view of FHN's
ongoing future performance amidst a challenging economic
environment.  Fitch notes that FHN has made considerable progress
in shifting its strategy over the past few years, but the progress
in terms of returning to stronger levels of profitability has been
delayed, due in part to the weak economic recovery.  First Horizon
will likely report a net loss for the year 2012, following a
couple years of relatively weak profitability measures, both in
absolute and relative terms to peers.  Results in 2012 were
particularly impacted by the $250 million pre-tax charge it took
in 2Q12 relating to expected GSE mortgage repurchase expenses.
FHN also continues to report one-time charges resulting from the
company's ongoing restructuring and realignment of strategy.

RATING DRIVERS - IDR and VR

Fitch believes that going forward earnings will be challenged by
the expected prolonged period of low interest rates, along with
high credit costs related to the nonstrategic portfolio.  The
nonstrategic loan portfolio, comprising approximately 24% of total
loans, has been a continual drag on consolidated results, costing
FHN 20 to 25 bps of return on average assets each quarter.  FHN
has also reported elevated mortgage repurchase expenses in the
nonstrategic business segment stemming from its prior nationwide
mortgage lending strategy, which was exited and sold in 2008.
Outside of any other one-time events, Fitch estimates a
consolidated ROA of between 75 and 85 bps over the next 18 to 24
months, roughly in line with 'BBB-' rated banks.

Whereas FHN's capital ratios were formerly strong in relation to
peer, a combination of sustained, weak earnings performance
(including the large mortgage repurchase charge mentioned above),
a slowdown in balance sheet shrinkage since late 2010, and
recently, share buybacks has brought capital ratios more in line
with similarly rated banks.  Between 3Q11 and 3Q12, Tier 1 common
fell 130 bps to 10.69%.  Capital remains acceptable in Fitch's
view, but no longer represents a ratings strength, which
previously had helped to offset weaker earnings and elevated
problem assets.

Fitch notes that under the current Basel III framework, FHN has
disclosed that its pro forma Tier 1 common ratio would fall
approximately 240 bps, as of Sept. 30, 2012, making it more
vulnerable to the proposed NPR than others in its peer group.
Capital ratios are impacted under Basel III mainly due to the high
level of higher-risk residential real estate-related assets.  The
estimated pro forma impact would place FHN's Tier 1 Common ratio
at the low end of company targets of between 8% and 9% as of Sept.
30, 2012.

Fitch believes FHN is still exposed to elevated legal risk
stemming from its private label securitizations (PLS), though the
ultimate timing and amounts are difficult to forecast.  FHN
originated and securitized $27 billion of PLS between 2005 and
2008, and although the company has not received any repurchase
requests to date, FHN is currently subject to six securitization-
related lawsuits and three indemnification claims.  The outcome
and timing of these lawsuits, as well as any lawsuits FHN could be
named apart of in the future, is presently unclear and thus not
explicitly incorporated in FHN's ratings. However, Fitch believes
that even with a large charge of up to 100 bps of Tier 1 Common,
FHN's ratings are still firmly situated at 'BBB-'.

Positively, FHN continues to report improvement in asset quality
metrics. Fitch-calculated nonperforming assets (NPAs) and net
charge offs (NCOs) have decreased 3.6% and 25%, respectively
through 3Q12 versus a year ago.  Fitch anticipates that asset
quality with continue to modestly improve going forward as
management works through the company's nonstrategic portfolio, but
will likely not experience significant improvements as seen in the
past given FHN's level of residential real estate-related TDRs
(constituting over half of NPAs).  This is due to the lifetime TDR
status of residential TDRs, while commercial TDRs can cure and no
longer be classified as TDRs after a certain period of
performance.  The visibility into re-default performance for TDRs
is not good across the industry. However, FHN's reserves to TDRs
appeared adequate at 16% as of Sept. 30, 2012.

Fitch notes that the liquidity profile at FTBNA has continued to
improve, with a material improvement in wholesale and credit
sensitive funding dependence since late 2007.  Moreover, similar
to prior quarters, Fitch assumes FHN will continue to receive
regulatory approval to upstream dividends from FTBNA over future
quarters given its present Tier 1 Common ratio of close to 15%.
Assuming this, Fitch believes there are adequate liquid funds
available to the parent to meet not only operating expenses, but
also the maturing $100 million subordinated debt in May 2013.

RATING SENSITIVITIES - IDR and VR

FHN, like other banking institutions in the industry, has been
pursuing various efficiency initiatives in an effort to reduce
costs and generate higher returns for stakeholders.  The
successful execution of efficiency initiatives could lead to
rating action or a change in outlook over the longer term as FHN's
reports profitability measures more in line with similarly rated
peers.  Fitch expects FHN's profitability metrics to remain
somewhat muted over the near term as consolidated results are
weighed down by the drag of the noncore assets.

Further, while Fitch believes FHN has sufficient capital to absorb
a large, one-time charge related to PLS put back risk as mentioned
above, a charge outside of those expectations and similar to that
of its GSE-experience could prompt negative rating action or
change in outlook.

Finally, as stated above, it is Fitch's assumption that FTBNA will
continue to receive OCC approval relating to the upstream of
dividends in order to meet holding company liquidity needs.  If
the OCC were to cease the approval of dividends to the parent and
there were not adequate funds to meet liquidity needs at the
holding company, negative rating action would be a likely outcome.

RATING DRIVERS & SENSITIVITIES - SUPPORT RATING & SUPPORT RATING
FLOOR

In Fitch's view, FHN is not considered systemically important and
therefore, believes the probability of state support is unlikely.
Therefore, FHN's IDR and VR do not incorporate any government
support.

RATING DRIVERS & SENSITIVITIES - Subordinated Debt and Other
Hybrid Securities

Subordinated debt and other hybrid capital issued by FHN, and its
subsidiaries FTBNA and First Tennessee Capital II are all notched
down from FHN's VR of 'bbb-' in accordance with Fitch's assessment
of each instrument's respective non-performance and relative Loss
Severity risk profiles, which vary considerably.  Their ratings
are primarily sensitive to any change in FHN's VR.

RATING DRIVERS & SENSITIVITIES - Holding Company:

FHN's, IDR and VR is equalized with FTBNA's reflecting its role as
the bank holding company, which is mandated in the U.S. to act as
a source of strength for its bank subsidiary. Double leverage was
at 128% for FHN at Sept. 30, 2012.

RATING DRIVERS & SENSITIVITIES - Subsidiary and Affiliated Company
Rating:

The below ratings factor in a high probability of support from the
parent to its subsidiary. This reflects the fact that performing
parent banks have very rarely allowed subsidiaries to default.  It
also considers the high level of integration, brand, management,
financial and reputational incentives to avoid subsidiary
defaults.

Fitch has downgraded the following ratings:

First Horizon National Corporation

  -- Long-term IDR to 'BBB-' from 'BBB'; Outlook Stable;
  -- Viability to 'bbb-' from 'bbb';
  -- Short-term IDR to 'F3' from 'F2';
  -- Subordinated debt to 'BB+' from 'BBB-';
  -- Senior to 'BBB-' from 'BBB'.

First Tennessee Bank, N.A.

  -- Long-term IDR to 'BBB-' from 'BBB'; Outlook Stable;
  -- Viability to 'bbb-' from 'bbb';
  -- Short-term IDR to 'F3' from 'F2';
  -- Long-term deposits to 'BBB' from 'BBB+';
  -- Short-term deposits to 'F3' from 'F2';
  -- Short-term debt to 'F3' from 'F2';
  -- Subordinated debt to 'BB+' from 'BBB-';
  -- Preferred stock to 'B' from 'B+'.

First Tennessee Capital II

  -- Preferred stock to 'B+' from 'BB-'.

Fitch affirms the following ratings:

First Horizon National Corporation

  -- Support at '5';
  -- Support Floor at 'NF'.

First Tennessee Bank, N.A.

  -- Support at '5';
  -- Support Floor at 'NF'.


FLAGSHIP FRANCHISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Flagship Franchises of Minnesota, LLC
        dba Sarah Adult Day Services
        4833 West 123rd Street
        Savage, MN 55378

Bankruptcy Case No.: 12-36898

Chapter 11 Petition Date: December 12, 2012

Court: United States Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Kathleen H. Sanberg

Debtor's Counsel: Edwin H. Caldie, Esq.
                  LEONARD, STREET AND DEINARD
                  150 South Fifth Street Suite 2300
                  Minneapolis, MN 55402
                  Tel: (612) 335-1404
                  E-mail: Edwin.Caldie@leonard.com

Scheduled Assets: $162,229

Scheduled Liabilities: $1,552,906

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mnb12-36898.pdf

The petition was signed by Deborah Delaney, founder and manager.


G & C CONSTRUCTION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: G & C Construction, LLC
        5510 Kiln Delisle Road
        Kiln, MS 39556

Bankruptcy Case No.: 12-52530

Chapter 11 Petition Date: December 11, 2012

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Gulfport Divisional
       Office)

Judge: Katharine M. Samson

Debtor's Counsel: Robert Gambrell, Esq.
                  GAMBRELL & ASSOCIATES, PLLC
                  101 Ricky D. Britt Boulevard, Suite 3
                  Oxford, MS 38655
                  Tel: (662) 281-8800
                  Fax: (662) 202-1002
                  E-mail: rg@ms-bankruptcy.com

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

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

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

The petition was signed by Karen Groner, managing member.


GLYECO INC: Receives $4.2 Million Proceeds from Offering
--------------------------------------------------------
GlyEco, Inc., completed its current offering on Dec. 10, 2012.
The Company issued an aggregate of 8,450,000 units at a purchase
price of $0.50 per unit.  Proceeds from the Offering totalled
$4,225,000.

Each unit sold in the Offering consists of (i) one share of common
stock, par value $0.0001 per share, of the Company, and (ii) one
warrant to purchase one share of common stock of the Company from
the date of issuance until the third anniversary date such date
for a purchase price of $1.00 per share.  This offering was made
to accredited investors only, in accordance with Rule 506 of
Regulation D of the Securities Act of 1933.

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has not yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.

The Company's balance sheet at Sept. 30, 2012, showed $1.55
million in total assets, $2.24 million in total liabilities and a
$685,243 total stockholders' deficit.


GYMBOREE CORP: Moody's Reviews 'B3' CFR/PDR for Downgrade
---------------------------------------------------------
Moody's Investors Service placed all ratings of The Gymboree
Corporation's on review for downgrade. LGD assessments are subject
to change.

The following ratings were placed on review for downgrade:

  Corporate Family Rating at B3

  Probability of Default Rating at B3

  $794 million secured term loan due February 2018 at B2 (LGD 3,
  39%)

  $400 million senior unsecured notes due December 2018 at Caa2
  (LGD 5, 86%)

Ratings Rationale

The review for downgrade considers the company's weak third
quarter results with adjusted EBITDA (as defined by the company)
falling 23% and its updated view that the fourth quarter will show
adjusted EBITDA to be comparable to slightly higher than the pror
year. This performance in the second half of fiscal 2012 is well
below Moody's previous expectations. Management attributed the
weaker performance primarily to a change in seasonal buying
patterns by its customers at the Gymboree brand, which led to
higher than expected markdowns. This, however, is the latest in a
series of execution missteps by the company over the past two
years and EBITDA is meaningfully below pre-LBO levels. Moody's is
also becoming increasingly concerned that lower sales and weak
execution at the Gymboree brand could have negative impacts on
customer perception of the brand, thus operating margins could
become less likely to meaningfully recover toward historical
levels. The catalysts to reverse recent negative trends are
clouded as the company lacks a permanent CEO and CFO at the
current time.

Moody's review will focus on the company's operating performance
in its fourth quarter which historically is a meaningful seasonal
quarter. The review will also focus on management's strategies to
stabilize performance and to enact strategies to arrest erosion in
same store sales. Moody's notes that while the company's operating
performance is under pressure, its liquidity position remains very
good, with access to a substantially unused $225 million (unrated)
asset based revolver and the lack of any material funded debt
maturities until 2018.

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

Headquartered in San Francisco, CA The Gymboree Corporation
operated 1,228 retail stores as of October 27, 2012, comprising
Gymboree, Gymboree Outlet, Janie and Jack, and Crazy 8 stores as
well as online stores for these brands. The company also offers
directed parent-child development play programs at 714 franchised
and Company-operated Gymboree Play & Music centers in the United
States and 42 other countries.


HENRY COUNTY: Suspends Filing of Reports with SEC
-------------------------------------------------
Henry County Bancshares, Inc., filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily deregister its
common stock and suspend its reporting obligation with the SEC.

Henry County Bancshares is a bank holding company and its common
stock, par value $2.50 per share, is held of record by 550
persons.  The Company is relying on Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended by the Jumpstart Our
Business Startups Act, to terminate the registration of its common
under Section 12(g) of the Act.

                         About Henry County

Stockbridge, Georgia-based Henry County Bancshares, Inc., is a
Georgia business corporation which operates as a bank holding
company.  The Company was incorporated on June 22, 1982, for the
purpose of reorganizing The First State Bank to operate within a
holding company structure.  The Bank is a wholly owned subsidiary
of the Company.

The Company's principal activities consist of owning and
supervising the Bank, which engages in a full service commercial
and consumer banking business, as well as a variety of deposit
services provided to its customers.  Until Dec. 15, 2009, when it
suspended operations, the Company also conducted mortgage-lending
operations through the Bank's wholly owned subsidiary, First Metro
Mortgage Company.  First Metro provided the Bank's customers with
a wide range of mortgage banking services and products in the same
primary market area as the Bank.

As reported by the TCR on April 6, 2011, Mauldin & Jenkins, LLC,
in Atlanta, Ga., expressed substantial doubt about Henry County
Bancshares' ability to continue as a going concern.  The
independent auditors noted that the Company as suffered
significant losses from operations due to the economic downturn,
which has resulted in declining levels of capital.

The Company reported a net loss of $6.7 million on $10.0 million
of net interest income for 2010, compared with a net loss of
$36.6 million on $6.6 million of net interest income for 2009.

Other operating income was $3.9 million for 2010, compared with
$2.6 million for 2009.

The Company's balance sheet at March 31, 2011, showed
$574.87 million in total assets, $560.11 million in total
liabilities, and $14.76 million in total stockholders' equity.


HIGH LINER: S&P Revises Outlook on 'B' CCR on Improved Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Lunenburg, N.S.-based High Liner Foods Inc. to positive from
stable.

"The revised outlook reflects what we view as High Liner's
improved operating performance and credit protection measures,
which we expect will continue in 2013, "said Standard & Poor's
credit analyst Lori Harris.

"Adjusted debt to EBITDA of 4x for the last 12 months ended Sept.
29, 2012, is down from about 5x on a pro forma basis a year ago.
In addition, the company completed the integration of Icelandic
USA in November 2012, which will positively affect High Liner's
operating margin in 2013 because of synergistic savings," S&P
said.

Standard & Poor's also affirmed its 'B' long-term corporate credit
rating on High Liner, as well as its 'B' issue-level on the
company's US$250 million senior secured term loan due 2017. The
'4' recovery rating on the debt is unchanged.

"The ratings on High Liner reflect Standard & Poor's view of the
company's 'weak' business risk profile and 'aggressive' financial
risk profile (as our criteria define the terms). We base our
business risk assessment on the company's narrow product portfolio
and customer concentration. Partially offsetting these factors, in
our view, is the company's solid market position in its niche as
the leading supplier of value-added frozen seafood in North
America. We base our financial risk assessment on the company's
aggressive financial policy, acquisitive nature, and weak, but
improving, credit protection measures. We assess the company's
management and governance as "satisfactory" as per our criteria,"
S&P said.

"In December 2011, High Liner acquired the U.S. and Asian
operations of Reykjavik, Iceland-based Icelandic Group h.f. for
US$233 million in a debt-financed transaction; the acquisition
represented a very large transaction for High Liner," S&P said.

"The positive outlook on High Liner is based on Standard & Poor's
belief that the company will maintain its solid market position in
the North American value-added frozen seafood industry, while
strengthening its profitability and credit measures in the next
year. We could consider raising the ratings if High Liner is able
to strengthen its profitability and adjusted credit metrics on a
sustainable basis, including funds from operations to debt above
15%, debt leverage below 4x, and EBITDA cushion above 15% within
its financial covenants. Alternatively, we could revise the
outlook back to stable in the event the company's operating
performance flattens or if High Liner's adjusted credit ratios or
financial flexibility do not show improvement in 2013," S&P said.


HIGHWOODS PROPERTIES: Fitch Puts Rating on Preferred Stock at 'BB'
------------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB-' to the $250
million aggregate principal amount 3.625% senior unsecured notes
due 2023 issued by Highwoods Realty Limited Partnership, a
subsidiary of Highwoods Properties, Inc. (NYSE: HIW).  The notes
are due Jan. 15, 2023, were issued at 98.9% of par and priced to
yield 3.752%.

Highwoods expects to use the net proceeds to reduce amounts
outstanding under the Company's $475 million revolving credit
facility and for general corporate purposes.

Fitch currently rates Highwoods Properties as follows:

Highwoods Properties, Inc.

  -- Issuer Default Rating (IDR) 'BBB-';
  -- Preferred stock 'BB'.

Highwoods Realty Limited Partnership

  -- Long-term IDR 'BBB-';
  -- Unsecured revolving credit facility 'BBB-';
  -- Unsecured term loans 'BBB-';
  -- Senior unsecured notes 'BBB-.'

The Rating Outlook is Stable.

The 'BBB-' IDR reflects Highwoods' improved asset portfolio that
is well-positioned in its core markets, a granular, strong credit
quality tenant base, and manageable lease expiration and debt
maturity schedules.  These strengths are tempered by challenging
office operating fundamentals in many of these markets, which have
resulted in stagnant same-store NOI growth and difficult leasing
conditions.  This is evident by elevated capital expenditures and
sustained negative cash rent spreads.

However, Fitch expects Highwoods' leverage and coverage metrics to
remain appropriate for the rating over the next 12-to-24 months.
The Stable Outlook considers Highwoods' adequate liquidity and
access to capital and solid unencumbered asset coverage of
unsecured debt, partially offset by Fitch's expectation of soft
property-level fundamentals.

The economic recovery remains fragile, with the high unemployment
rate continuing to adversely impact business prospects of many of
Highwoods' current tenants, and general office space users.
Highwoods' portfolio is focused primarily in the Southeast region,
with the top four markets represented by Raleigh (16.3% of
annualized cash revenue), Atlanta (15.2%), Tampa (12.8%) and
Nashville (11.9%).  The company has also continued to grow in the
Pittsburgh market, which Fitch views favorably.  The recent
acquisition of EQT Plaza is consistent with management's strategy
to expand the company's footprint in downtown Pittsburgh, which is
expected to see above-average demand and robust fundamentals over
the near to medium-term.

Highwoods' geographic focus, with exposure to some weaker markets
with lower barriers to entry, has resulted in same-store NOI
declines of 0.6%, 2.9% and 2.8% for 2011, 2010 and 2009,
respectively.  Operating performance has seen positive momentum
more recently, however, with 5.4% same-store NOI growth in first
quarter-2012 (1Q'12), 1.8% in 2Q'12 and 2.7% in 3Q'12.  This was
driven by an increase in same-store occupancy, which has seen
sustained improvement to 90.4% at 3Q'12 from 90.0% at 3Q'11.

Occupancy improvement has been partially offset by continued rent
declines. Office cash rollover rents declined 6% in 1Q'12, 6.3% in
2Q'12 and 9.7% in 3Q'12.  This follows significant declines in
2010-2011 that ranged from 5% to 12.4%.  Despite the decline,
average cash rental rates for all in-place leases were flat year-
over-year.  This was driven by contractual rent escalators and
recent acquisitions and dispositions, which have had a higher net
effect on in-place rents.

Highwoods' portfolio benefits from solid tenant diversification.
The top 10 tenants represent 21% of annual base rent (ABR) as of
Sept. 30, 2012.  In addition, the US Federal Government is the
largest tenant, contributing 7.2% of ABR as of Sept. 30, 2012
(down from 8.9% at Sept. 30, 2011).  Highwoods also has a well-
laddered lease expiration schedule, with an average of 12% of
annual base rent expiring in each of the next five years. This
should mitigate the impact of further rent declines.

From 2006 - 2011, Highwoods underperformed in comparison to a
selected group of office REIT peers by 40bps in same-store NOI
performance and 130 bps in occupancy rates.  However, Highwoods
outperformed its markets on an average NOI basis (as followed by
Property & Portfolio Research (PPR)) by nearly 100 bps for the
same timeframe.  Highwoods competes in markets with more private
developers.  This enables Highwoods to utilize its stronger
liquidity and access to capital to attract and retain tenants.
Few of the selected REIT peers own properties in the same markets
as HIW.

Highwoods has solid fixed charge coverage levels despite same-
store NOI deterioration since early 2009.  Fixed charge coverage
has declined to 2.1x for the twelve months ended Sept. 30, 2012
from 2.2x for full year 2009, but remains appropriate for the
'BBB-' rating.  Fitch defines fixed charge coverage as recurring
operating EBITDA less recurring capital expenditures, less
straight line rent adjustments, divided by interest expense,
capitalized interest, and preferred dividends.

Leverage (measured as net debt to trailing twelve months recurring
operating EBITDA) was 5.7x as of Sept. 30, 2012, compared with
6.7x and 5.4x at Dec. 31, 2011 and 2010, respectively.  Highwoods
has made ample progress in de-levering since executing debt-
financed acquisitions in Pittsburgh and Atlanta in late 2011.
Leverage is appropriate for the 'BBB-' rating and is expected to
remain so during the forecast period.  Highwoods uses a prudent
combination of asset sales, common equity and unsecured debt to
finance growth and repay debt maturities.

Fitch views Highwoods' elevated adjusted funds from operations
(AFFO) payout ratio as a credit concern given it has paid out more
than 100% of AFFO in common dividends since 2010.  Highwoods
maintained the dividend level through the downturn while also
electing to pay the common dividend entirely in cash, rather than
utilize a combination of cash and stock.

Additionally, difficult leasing conditions in HIW's markets have
led to elevated recurring capital expenditures, which have
pressured AFFO.  This high payout limits Highwoods' ability to
generate internal liquidity.  In turn, it will result in Highwoods
needing to draw on its credit facility or source other forms of
liquidity to fund a portion of the common dividend.  An AFFO
payout ratio in excess of 100% is inconsistent with an investment-
grade rating and could have negative rating implications.

The Stable Outlook reflects Fitch's view that Highwoods' credit
metrics will remain in an acceptable range for a 'BBB-' rating.
The Outlook also takes into account Fitch's expectation that
Highwoods will maintain adequate liquidity and appropriate
coverage of unsecured debt by unencumbered assets.

Pro-forma for the bond issuance, sources of liquidity
(unrestricted cash, availability from Highwoods' unsecured
revolving credit facility, projected retained cash flows from
operating activities after dividends and distributions) divided by
uses of liquidity (pro rata debt maturities and projected
recurring capital expenditures) result in a liquidity coverage
ratio of 1.6x for the period from October 1, 2012 through Dec. 31,
2014.

If Highwoods refinanced 80% of its secured debt due in the period,
its liquidity coverage would be a strong 3.0x. In addition,
Highwoods has a well-laddered debt maturity schedule with no
unsecured debt maturities until the revolver in 2015. However,
this facility may be extended at Highwoods option to 2016.

Highwoods has historically maintained strong coverage of unsecured
debt by unencumbered assets.  The implied value of unencumbered
assets (calculated as unencumbered NOI divided by a stressed
capitalization rate of 9%) covered unsecured debt by 2.1x as of
June 30, 2012.  Fitch deems this adequate for a 'BBB-' rating,
though it has fallen since 2009 (when it was approximately 2.9x).

The two-notch differential between Highwoods IDR and preferred
stock rating is consistent with Fitch's criteria for corporate
entities with an IDR of 'BBB-'.  Based on Fitch research on
'Treatment and Notching of Hybrids in Nonfinancial Corporates and
REIT Credit Analysis' dated Dec. 15, 2011, these securities are
deeply subordinated and have loss absorption elements that would
likely result in poor recoveries in a corporate default.

Fitch does not anticipate positive rating momentum over the near
term. That said, the following factors may result in positive
momentum on the ratings or Rating Outlook:

  -- Fitch's expectation of fixed-charge coverage sustaining above
     2.25x (fixed charge coverage was 2.1x for the 12 months ended
     Sept. 30, 2012);

  -- Fitch's expectation of leverage sustaining below 5.5x
     (leverage was 5.7x as of Sept. 30, 2012);

  -- Fitch's expectation of unencumbered asset coverage of
     unsecured debt sustaining above 2.5x (implied unencumbered
     asset value calculated as annualized unencumbered property
     NOI dividend by a 9.0% capitalization rate);

  -- Demonstrated consistent access to the unsecured bond markets;

  -- Maintaining a healthy liquidity surplus.

Conversely, the following factors may precipitate negative
momentum on Highwoods' ratings and/or Outlook:

  -- Fitch's expectation of fixed charge coverage declining below
     1.75x;

  -- Fitch's expectation of leverage increasing above 6.75x;

  -- A sustained decline in unencumbered asset coverage of
     unsecured debt below 2.0x;

  -- An AFFO payout ratio exceeding 100%.


HII HOLDING: Moody's Assigns B2 Corp Family Rating; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service moved the ratings on HII Holding
Corporation's proposed first lien senior secured credit facilities
to B1 from Ba3 following an announced change in the structure of
the transaction through which Gulf Oil Corp. Ltd. will acquire
Houghton. Moody's also affirmed the company's B2 Corporate Family
Rating ("CFR"), B2 Probability of Default Rating, and the Caa1
rating on the proposed second lien senior secured term loan. The
rating outlook is stable.

"The $50 million increase in the proposed first lien term loan
increases leverage through the first lien level and prompted a one
notch reduction in the ratings on the first lien senior secured
credit facilities," said Moody's analyst Ben Nelson. The revised
structure includes $585 million of first lien senior secured term
loans (up from $535 million in the original structure) and $200
million in second lien senior secured term loans (down from $250
million). There is no change in the amount of total debt. Moody's
continues to expect financial leverage will rise into the mid 6
times Debt/EBITDA and interest coverage will fall to the low 2
times EBITDA/Interest following the completion of the leveraged
buyout transaction.

The actions:

  Issuer: HII Holding Corporation

    Corporate Family Rating, Affirmed B2

    Probability of Default Rating, Affirmed B2

    $50 million First Lien Senior Secured Revolving Credit
    Facility due 2017, Adjusted to B1 (LGD3 34%) from Ba3 (LGD3
    31%)

    $585 million First Lien Senior Secured Term Loan due 2019,
    Adjusted to B1 (LGD3 34%) from Ba3 (LGD3 31%)

    $200 million Second Lien Senior Secured Term Loan due 2020,
    Affirmed Caa1 (point estimates revised to LGD5 83% from 80%)

  Outlook, Stable

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed transaction.

Rating Rationale

The B2 CFR is constrained primarily by weak credit measures for
the rating category. The rating also considers Houghton's modest
size, inconsistent free cash flow generation, and exposure to
cyclical end markets such as automotive and steel. While
restructuring activities, acquisitions, and the global
macroeconomic environment have made it difficult to interpret
Houghton's true earnings and cash flow potential, operating
margins have improved steadily over the past few years as the
company has streamlined its operations and increased its revenues.
The ratings consider favorably the necessity of the company's
products, long-term relationships with a broad customer base,
meaningful switching costs in certain applications, operational
and geographic diversity, and a track record of operating with
significant financial leverage. The rating also incorporates the
potential strategic benefits of ownership by Gulf Oil, but does
not incorporate direct credit support from Gulf because Houghton
will be operated as a standalone entity with non-recourse
financing.

The stable rating outlook assumes that Houghton will reduce
financial leverage to well below 6 times over the next twelve-to-
eighteen months. Moody's could downgrade the rating if Moody's
expects leverage sustained above 6 times, interest coverage below
2 times, or free cash flow below 2% of debt. Moody's could upgrade
the rating with expectations for leverage sustained below 4 times,
free cash flow approaching 10% of debt, and a commitment to
conservative financial policies.

The principal methodology used in rating HII Holding Corporation's
("Houghton") was the Global Chemical Industry Methodology
published in December 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Houghton International Inc. manufactures and markets metalworking
fluid products and services. Gulf Oil Corp. Ltd., owned by
investment firm Hinduja Group, agreed to acquire Houghton in a
secondary buyout transaction from AEA Investors in November 2012.
Gulf intends to operate Houghton as a standalone entity with non-
recourse financing. Headquartered in Valley Forge, Pa., the
company generated revenues of $858 million for the twelve months
ended September 30, 2012.


HORIZON LINES: To Adjust Puerto Rico Service Schedule
-----------------------------------------------------
Horizon Lines, Inc., is adjusting its Puerto Rico service schedule
to better align its deployed capacity with market demand and to
improve cargo availability times in San Juan.

Effective Jan. 10, 2013, the Company will offer weekly service
between Jacksonville, Florida, and San Juan, Puerto Rico.  The
southbound service will depart Jacksonville on Thursday evenings
and arrive in San Juan on Sundays.  Cargo will be available at the
opening of business on Monday mornings.  The Company currently
offers twice weekly service between Jacksonville and San Juan,
departing Jacksonville on Tuesdays and Fridays.

Additionally, Horizon Lines weekly San Juan service from the
Northeast will depart Elizabeth, New Jersey on Thursday evenings,
instead of Fridays, with cargo availability in San Juan on
Mondays.  Northbound departures from San Juan to Elizabeth will be
on Sunday evenings with arrival on Thursday mornings.  Northbound
departures from San Juan to Jacksonville will be Monday evenings
with arrival on Thursday mornings.

Service schedules between Houston, Texas, and San Juan will remain
unchanged.

This service adjustment is expected to create cost efficiencies
that will enable the Company to improve the Puerto Rico trade
lane's financial performance and reinvest in the business over the
long term.  In association with the service change, the Company
expects to record a fourth-quarter charge of approximately $3.6
million.

"Puerto Rico's economy remains in a prolonged multi-year
recession, during which time domestic container volumes to the
island have contracted sharply," said Richard Rodriguez, vice
president and general manager of Puerto Rico.  "After a
comprehensive review of our deployments in the market, we
determined Horizon can more efficiently serve Puerto Rico through
one weekly Jacksonville sailing, instead of two.  Adequate
capacity exists on our vessel that will depart on Thursdays to
serve most customers who previously shipped on our Tuesday and
Friday vessels.  Customers have frequently requested Monday
morning cargo availability and we are excited that our new
schedule will provide Sunday arrivals into San Juan so that
customers can pick up freight at the opening of business Monday
mornings."

Horizon Lines will continue to operate the largest vessels in the
trade, serving Puerto Rico from the three most geographically
diverse U.S. ports with the most extensive intermodal network
across North America.

"We intend to continue to offer timely and efficient Jacksonville
service on a weekly basis," Mr. Rodriguez said.  "However, making
this service change is necessary to improve cost efficiencies and
better position Horizon Lines to make the investments necessary to
serve our Puerto Rico customers and maintain and grow our business
over the long run."

During the past 12 months, Horizon Lines has invested
approximately $30 million in an extensive upgrade program to the
three vessels that will continue to serve Puerto Rico.  The
Horizon Navigator and the Horizon Trader, which will continue to
call on Jacksonville and the Northeast, are C8 Class container
vessels with nominal capacity of 1,125 forty-foot equivalent units
(FEUs).  The smaller Horizon Producer, with nominal capacity of
approximately 840 FEUs, will continue on its regular Houston
schedule.  The Horizon Discovery, with nominal capacity of
approximately 690 FEUs, normally carried the Tuesday cargo from
Jacksonville during 2012.  It will be removed from active service
and used as a relief vessel.

The Company also plans to further reduce its non-union workforce
beyond the reductions associated with the Puerto Rico service
change and expects to incur approximately an additional $1.3
million of expenses for severance and other and employee related
costs bringing the total restructuring change to $4.9 million.
The Company's non-union workforce will be reduced by approximately
38 positions in total.  The workforce reduction is expected to be
completed by Jan. 31, 2013.

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

Horizon Lines reported a net loss of $229.41 million in 2011, a
net loss of $57.97 million in 2010, and a net loss of
$31.27 million in 2009.

The Company's balance sheet at Sept. 23, 2012, showed
$620.50 million in total assets, $617.47 million in total
liabilities and $3.02 million in total stockholders' equity.

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HOWELL TOWNSHIP: Fitch Cuts Rating on Two LTGO Bonds to Low-B
-------------------------------------------------------------
Fitch Ratings downgrades the following ratings for Howell
Township, Michigan (the township):

  -- $2.85 million limited tax general obligation (LTGO) bonds
     series 2004 to 'B' from 'BB';
  -- $300,000 special assessment bonds, series 2007 to 'B' from
     'BB';
  -- Implied unlimited tax general obligation (ULTGO) bonds to
     'B+' from 'BB+'.

The rating is removed from Rating Watch Negative and a Negative
Rating Outlook is assigned.

SECURITY

The special assessment bonds are secured by special assessments
associated with various special assessment districts. They are
also secured, as are LTGO bonds, by the township's full faith and
credit general obligation, subject to applicable constitutional,
statutory, and charter limitations. Debt service on LTGO bonds has
historically been paid from revenues from the waste water
treatment plant that the bonds were issued to construct.

KEY RATING DRIVERS

DOWNGRADE CONSIDERATIONS: The downgrade reflects the failure of
millage increases in August and November.  Fitch believes the
increases were essential to restoring enterprise funds to self-
supporting operations and preventing further use of general fund
reserves.

OUTLOOK CONSIDERATIONS: The Negative Outlook reflects Fitch's
expectation of continued fiscal pressure and the limitations of
available options as the township attempts to remain solvent.

MANAGEMENT PROJECTS 2015 RESERVE DEPLETION: Management projects
that debt service payments for the special assessment bonds will
deplete available water/sewer (w/s) fund reserves in May 2014 and
general fund reserves in May 2015.

GENERAL FUND LIQUIDITY ADEQUATE: The general fund made a loan to
the w/s fund to pay debt service in 2011.  The loan remains
outstanding, and revenue raising opportunities are limited.
Nonetheless, the general fund has maintained a consistent cash
position due to expenditure reductions and careful cost
containment practices.

RATE INCREASES HAVE NOT RESTORED STABILITY: The township has
raised utility rates and introduced a debt service fee for the w/s
fund. However, these increases have been insufficient to allow the
w/s fund to fully support LTGO bonds, as was intended.  Repayment
is therefore expected to become reliant on general fund support.

TAXABLE VALUES DECLINING: Declines in taxable value (TV) of the
township's limited tax base are a concern as property tax revenue
is approximately 43% of general fund revenues.

REVENUE RAISING OPTIONS LIMITED: The one-notch distinction between
the implied ULTGO rating and the LTGO rating reflects the limited
level of overall financial flexibility given that the township's
revenue raising options are restricted.

WHAT COULD TRIGGER A RATING ACTION:

DEPLETION OF GF RESERVES: Failure to avert the depletion of
general fund (GF) resources will further reduce the cushion
available for debt service and likely cause a further downgrade.

EXTERNAL INTERVENTION: State intervention, for example in the form
of an emergency manager or a state loan, may help the township
address its projected insolvency but could also create a path to
bankruptcy.

CREDIT PROFILE

W/S OPERATIONS REMAIN UNSTABLE

The township issued its special assessment bonds to provide
financing for w/s infrastructure in anticipation of housing
developments.  These developments were canceled due to the 2007-08
recession.  Subsequent significant shortfalls in special
assessment revenues have pressured the township's finances,
necessitating extensive revenue and expenditure adjustments.  As
an interim step, the general fund loaned the w/s fund $1.4 million
to cover debt service and expenditures in fiscal 2011,
approximately $900,000 of which is outstanding.  There is no set
repayment schedule, although the loan is included as a receivable
on the general fund balance sheet

In fiscal 2012, utility rates increased (the sewer rate doubled
while the water rate increased 30%) and the township instated a
debt service fee.  While the increases generate additional
revenue, with August and November w/s millage failures, the fund
remains unable to repay the general fund loan and is dependent on
further support.  Management does not anticipate placing another
millage before voters before November 2014.  With 82% of voters
voting against the measure in November, Fitch expects that there
will be little support for additional millages.

MANAGEMENT PROJECTS MAY 2015 DEPLETION OF RESERVES

Management projects that w/s reserves will be exhausted after the
May 2014 bond payment, causing the township to rely more heavily
on general fund support.  Current projections show, and Fitch cash
flow projections concur, that general fund cash will be exhausted
with the township's May 2015 bond payment without significant
revenue infusions.

TOWNSHIP OPTIONS LIMITED

With the failure of recent w/s millages, Fitch believes the
township's options have become increasingly limited.  Fitch
believes that outside management such as a state emergency
financial manager may be key to averting a payment default in May
2015.  Assuming the emergency financial manager law continues in a
form similar to Act 72 of 1990, invoking emergency financial
management would allow the township a path to declaring
bankruptcy.

The township is exploring the sale of various tax lien properties
associated with canceled developments to fully offset bond
payments the townships has fronted, recoup other fees and
penalties, and provide special assessment payments for the life of
the bonds.  While such a sale could help considerably with the
township's ability to repay special assessment debt, Fitch
believes that this scenario is subject to considerable execution
risk, and is not a factor in the township's current rating.

DEBT SERVICE BURDEN DWARFS POSITIVE GF OPERATIONS

The magnitude of the township's debt service shortfall dwarfs
general fund operations: debt service in fiscal 2012 was $2.5
million or 315% of general fund expenditures.  However, the
township has maintained large general fund balances relative to
its very small budget in the past five years and reports similar
results in fiscal 2012.  Ending unrestricted general fund balance
was $2.8 million or 340% of expenditures, with an addition to fund
balance of $354,000 (56% of expenditures).  However, much of this
fund balance is offset with receivables from the utility funds. If
these loans were written off, the general fund balance would be
reduced by $1.7 million.

The township reported approximately $1 million in general fund
cash at year end.  This provides a small cushion for any
unexpected revenue shortfalls or spending needs.  However, drastic
expenditure reductions in the general fund have left little room
for further cuts and revenue-raising opportunities are limited.

The township does not anticipate that the w/s fund will borrow
from the general fund in fiscal 2013, and is instead planning to
use remaining enterprise cash to make debt service payments.  The
township's fiscal 2013 budget does not include use of fund balance
and otherwise continues limited operations.  Management reports
revenues and expenditures in all funds are outperforming budget
for the first five months of the fiscal year.

INCREASES IN GENERAL FUND REVENUE UNCERTAIN

Taxable values (TV) in the township saw sharp declines in recent
years with the largest decline of 12% occurring in fiscal 2011.
TV for 2012 declined 1.5%, below the 5%-7% declines projected by
the county assessor and well below the 15% decline budgeted for by
the township.  The township is already levying the maximum
operating millage under the Headlee amendment, so management
cannot offset TV declines with a rate adjustment to avoid a drop
in property tax revenue.  The township's tax base is very small,
magnifying concerns about the potential volatility of property tax
revenue.

Declines in state funding fiscal 2009 and 2010 were reversed with
a large increase in 2011. As the state economy begins to recover
it is likely that the township will see small increases in
constitutionally determined state shared revenue as well. The
township is not eligible for the Economic Vitality Incentive
Program portion of state aid and is therefore less vulnerable to
state aid reductions.

LIMITED LOCAL ECONOMY SHOW SIGNS OF IMPROVEMENT

Howell Township is located between Lansing and Detroit where the
majority of its residents commute to work, generally in the high-
tech, higher education, and health care sectors.  Township
employment data is unavailable; unemployment in Livingston County
was 7.6% in September 2012, below the state rate of 8.2% and on
par with the national rate.

The unemployment rate in the county has declined approximately 15%
from the same month last year, with minimal labor force declines
indicating the possible beginnings of a recovery.  Expansions at
Magna International (automotive supplier) and BD Electrical Inc.
combined with the relocation of Michigan Automatic Turning Inc.
(transmission shaft and gear manufacturer for off-highway
equipment), formerly AA Gear, to the township will provide for
additional job growth in the area.

HIGH DEBT BURDEN, MANAGEABLE PENSION OBLIGATIONS

The township's overall debt burden is high at $4,460 per capita
and 9.8% of market value (including the special assessment bonds).
Principal amortization is above average, with 70% of the total
outstanding retired within 10 years.  Pensions for township
employees are provided through a township-run single employer
defined contribution plan.  The fiscal 2011 contribution was
moderate at 7% of general fund expenditures.  The township does
not provide other post-employment benefits.


IGLOO HOLDING: Moody's Rates $350MM Sr. Unsecured Notes 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Igloo Holding
Corporation's proposed $350 million senior unsecured and
unguaranteed notes due 2017, and raised Interactive Data
Corporation's (IDCO) senior unsecured note rating to B3 from Caa1.
Moody's is also transferring the B2 Corporate Family Rating (CFR),
B2 Probability of Default Rating (PDR) and SGL-2 speculative-grade
liquidity rating from IDCO to its parent, Igloo, since Igloo is
now the top level debt issuer within the organization. Moody's
updated the loss given default assessments to reflect the revised
debt structure. The rating outlook is stable.

The company plans to utilize the net proceeds from the proposed
bond offering along with approximately $100 million of IDCO's cash
to fund a $440 million distribution to equity and option holders
including affiliates of Silver Lake Technology Management LLC and
Warburg Pincus (the equity sponsors). The increase in debt is an
aggressive credit negative move that raises the company's already
high debt-to-EBITDA leverage to approximately 7.3x (LTM 9/30/12
incorporating Moody's standard adjustments and the proposed bond
offering) and cash interest expense by approximately $30 million.
Moody's is nevertheless maintaining the B2 CFR based on an
expectation that Igloo will generate positive free cash flow and
return leverage below 7x in 2014. Leverage is likely to remain
high in 2013 as the company continues to fund investments in
product development and technical infrastructure including the
completion of its unified technology platform project. Moody's
expects leverage to drop meaningfully in 2014 primarily due to low
single digit revenue growth and cost savings and efficiencies
generated from the company's various infrastructure investments.

Assignments:

  Issuer: Igloo Holdings Corporation

    Corporate Family Rating, Assigned B2

    Probability of Default Rating, Assigned B2

    Speculative Grade Liquidity Rating, Assigned SGL-2

    Senior Unsecured Regular Bond/Debenture, Assigned a Caa1, LGD6
    - 93%

Upgrades:

  Issuer: Interactive Data Corporation

    Senior Unsecured Regular Bond/Debenture, Upgraded to B3, LGD5
    - 76% from Caa1, LGD5 - 86%

LGD Updates:

  Issuer: Interactive Data Corporation

    Senior Secured Bank Credit Facility, Changed to LGD2 - 26%
    from LGD3 - 32% (no change to Ba3 rating)

Withdrawals:

  Issuer: Interactive Data Corporation

    Corporate Family Rating, Withdrawn, previously rated B2

    Probability of Default Rating, Withdrawn, previously rated B2

    Speculative Grade Liquidity Rating, Withdrawn, previously
    rated SGL-2

Ratings Rationale

Igloo's B2 CFR reflects its good market position in fixed income
evaluated pricing and reference data services for financial
institutions, tempered by high debt-to-EBITDA leverage, and event
risks related to acquisitions, cash distributions or other
leveraging actions by the equity sponsors. Igloo's broad coverage
of and evaluated pricing capabilities for a variety of securities,
global data collection infrastructure, good customer and
geographic diversity and a high percentage of recurring revenue
contribute to its market position and good cash flow generation.
The importance of the company's pricing and reference data content
and services to daily net asset value calculations for a wide
range of money management firms as well as limited exposure to
primary market new issuance activity dampens the magnitude of
cyclical revenue volatility notwithstanding that earnings of its
primary customers are cyclical. Leverage is high, but projected to
decline to a mid 6x range in 2014. A good liquidity position
provides the company flexibility to manage efforts by its customer
base to streamline costs due to pressures from an uncertain
economic environment and increasing regulatory burdens.

Moody's is rating Igloo based on the company's disclosures in the
offering memorandum including a representation that it has no
material assets or liabilities other than as they relate to IDCO.
In addition, Moody's expects to receive sufficient ongoing
information relating to Igloo to monitor the company's financial
position. Igloo's proposed notes are not guaranteed and are,
therefore, structurally subordinated to IDCO's debt and
liabilities. Payment of cash interest on the notes is subject to
IDCO generating sufficient restricted payment (RP) capacity within
its credit facility and unsecured notes to distribute funds to
Igloo. Moody's expects enough RP capacity to fund cash interest,
although Igloo has the option to pay interest in kind if IDCO's RP
capacity is not sufficient to fund cash interest.

The proposed 2017 maturity is also prior to the maturity of IDCO's
credit facility (February 2018) and senior unsecured notes (August
2018) As a result, IDCO would need to have enough RP capacity
within its debt agreements to fund the maturity of Igloo's notes.
Such RP capacity may not be sufficient to fund the maturity
depending on the level of future earnings, acquisitions and equity
holder distributions. However, Moody's believes the most likely
outcome is a refinancing of the entire capital structure,
potentially in conjunction with a sale of the company. A default
on Igloo's notes at maturity would not trigger a default under
IDCO's debt agreements.

Consistent with Moody's Loss Given Default Methodology, the
upgrade of IDCO's senior unsecured notes reflects the new debt
cushion provided by Igloo's notes. Igloo's structurally
subordinated notes would absorb the first loss in the event of a
default.

The SGL-2 speculative-grade liquidity rating reflects the
company's good liquidity position supported by its cash
(approximately $165 million as of 9/30/12 incorporating the
proposed offering), marketable securities ($23.6 million held in
foreign subsidiaries as of 9/30/12) and Moody's projection for
approximately $60-70 million of free cash flow over the next 12
months. The undrawn $160 million revolver matures in July 2015 and
provides additional liquidity support. There is no required term
loan amortization over the next year as the March 2012 excess cash
flow sweep pay down payment was applied to prepay amortization
through March 2014. The proposed notes are not included in the
leverage or interest coverage covenants in IDCO's credit agreement
(although the $100 million cash distribution will reduce the
cushion in the leverage covenant, which is based on debt net of
cash), and Moody's projects IDCO will maintain an EBITDA cushion
in excess of 25% within the financial maintenance covenants over
the next year.

The stable rating outlook reflects Moody's expectation that IDCO
will maintain a good liquidity position, generate modest revenue
growth, and maintain positive free cash flow. Moody's anticipates
Igloo will utilize free cash flow for modest debt reduction (via
the excess cash flow sweep and required term loan amortization),
reinvestment through organic development and modestly sized
acquisitions and to create capacity for distributions to equity
sponsors over time. Moody's expect Igloo's debt-to-EBITDA will
decline to a mid 6x range in 2014 and that it will refrain from
large debt financed acquisitions and shareholder distributions for
the next 18-24 months.

Downward rating pressure could occur if Igloo is unable to reduce
and maintain debt-to-EBITDA below 7x or if further debt financed
acquisitions and shareholder distributions occur. A decline in
earnings resulting from reduced client spending, client losses, or
a prolonged economic downturn could pressure the rating. IDCO's
ratings could also be downgraded if liquidity deteriorates.

IDCO could be positioned for an upgrade if it maintains a good
liquidity position, generates consistent revenue growth and solid
free cash flow, and demonstrates the willingness and ability to
sustain debt-to-EBITDA leverage comfortably below 6.0x and free
cash flow-to-debt above 5%.

IDCO'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; (iii) 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 IDCO's core industry and
believes IDCO'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.

Igloo, headquartered in Bedford, Massachusetts, is a provider of
financial market data, analytics and related solutions to
financial institutions and active traders, as well as software and
service providers. Affiliates of Silver Lake Technology Management
L.L.C. and Warburg Pincus LLC (the equity sponsors) acquired IDCO
on July 29, 2010 for a purchase price of approximately $3.7
billion (including transaction fees and expenses). Revenue for the
LTM ended September 2012 was approximately $880 million.


IGLOO HOLDINGS: S&P Lowers Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Bedford, Mass.-based Interactive Data Corp. to 'B' from
'B+'. The outlook is stable.

"At the same time, we are assigning the ultimate holding company
Igloo Holdings Corp. a 'B' corporate credit rating. The outlook is
stable," S&P said.

"We are also assigning the proposed senior unsecured notes a
'CCC+' issue-level rating, with a recovery rating of '6',
indicating our expectation for negligible (0 to 10%) recovery for
senior unsecured noteholders in the event of a payment default,"
S&P said.

"We are also lowering our issue-level ratings on the company's
bank debt to 'B+' from 'BB-' and its senior unsecured notes to 'B-
' from 'B'. The recovery ratings on the company's existing debt
remain unchanged," S&P said.

"The corporate credit rating reflects our expectation that Igloo's
consolidated debt leverage will remain high, in the low- to mid-7x
area over the next year," said Standard & Poor's credit analyst
Jeanne Shoesmith. "We regard Igloo as having a 'satisfactory'
business risk profile (based on our criteria), characterized by
its leading position in securities pricing data and analytics,
benefiting from somewhat high barriers to entry and a diversified
client base. We assess the company's financial risk profile as
'highly leveraged' based on the company's mid-7x leverage. We
score Igloo's management and governance as "fair." Despite our
expectation that management and the board of directors will be
focused on returning value to its private equity stakeholders, we
are not aware of any material deficiencies in the company's
internal controls or risk management."


INTERNAL FIXATION: Files for Chapter 7 Protection
-------------------------------------------------
Internal Fixation Systems Inc. filed for Chapter 7 liquidation
(Bankr. S.D. Fla. Case No. 12-39145) on Dec. 5, 2012.

The Company estimated less than $50,000 in assets and liabilities
of less than $1 million.

A meeting of creditors is scheduled for Jan. 11, 2013 at 2:30
p.m., at 51 SW First Ave., Room 102, in Miami.  Proofs of claim
are due by April 11, 2013.

The Company is represented by:

         Peter D. Russin, Esq.
         MELAND RUSSIN & BUDWICK
         200 S Biscayne Blvd. #3200
         Miami, FL 33131
         Tel: (305) 358-6363
         Fax: (305) 358-1221
         E-mail: prussin@melandrussin.com

                       About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

The Company reported a net loss of $3.45 million in 2011, compared
with a net loss of $781,440 in 2010.

After auditing the Company's financial results for 2011, Goldstein
Schechter Koch P.A., in Hollywood, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss in
2011 and 2010.  Additionally, the Company has an accumulated
deficit of approximately $4.21 million and a working capital
deficit of approximately $683,500 at Dec. 31, 2011, and is unable
to generate sufficient cash flow to fund current operations.

The Company's balance sheet at June 30, 2012, showed $1.73 million
in total assets, $1.93 million in total liabilities and a $206,095
total stockholders' deficit.


INTERNATIONAL TEXTILE: Appoints WL Ross Principal to Board
----------------------------------------------------------
The board of directors of International Textile Group, Inc., fixed
the size of the Board at 10 members, and appointed Harvey L.
Tepner as a director.  Mr. Tepner has been a Principal of WL Ross
& Co. LLC since 2008.  Mr. Tepner also serves as a director of
Core-Mark Holdings, Inc.

Mr. Tepner's compensation for service as a director will be
consistent with that of the Company's other directors who are
affiliated with either the Company, WL Ross & Co. LLC or Wilbur L.
Ross, Jr., the chairman of the Board.  There are no arrangements
or understandings between Mr. Tepner and any other person pursuant
to which he was selected as a director, and there are no
transactions involving Mr. Tepner that would be required to be
reported under Item 404(a) of Regulation S-K.

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

The Company's balance sheet at Sept. 30, 2012, showed $367.41
million in total assets, $469.69 million in total liabilities and
a $102.28 million total stockholders' deficit.

International Textile incurred a net loss of $69.43 million in
2011, compared with a net loss of $46.30 million in 2010.


IRVINE SENSORS: Extends Maturity of 2012 Notes to March 2013
------------------------------------------------------------
Effective on or about Sept. 28, 2012, ISC8 Inc., formerly known as
Irvine Sensors Corporation, issued and sold to certain accredited
investors, including The Griffin Fund LP (a major stockholder and
debt holder of the Company), Senior Subordinated Secured
Convertible Promissory Notes in the aggregate principal amount of
$1,500,000 as part of an issue of an aggregate principal amount of
up to $10,000,000 of Senior Subordinated Secured Convertible
Promissory Notes due Nov. 30, 2012, that the Company may issue to
Griffin or its affiliates and certain other accredited investors.

Effective as of Nov. 30, 2012, the Company and the holder
representative for the 2012 Notes entered into an Amended Form of
Note to extend the maturity date of the 2012 Notes from Nov. 30,
2012, to March 31, 2013.  All other terms, provisions, conditions,
covenants, and agreements contained in the 2012 Notes remain in
unchanged and in full force and effect.

                            CFO Resigns

On Dec. 4, 2012, Dan A. Regalado tendered to the Chief Executive
Officer and Board of Directors of the Company his resignation as
the Company's Chief Financial Officer and Treasurer, effective
immediately, citing personal and health reasons.

Also on Dec. 4, 2012, in connection with Mr. Regalado's
resignation and not as a result of any disagreement with the
Company, Edward J. Scollins resigned as a member of the Company's
Board of Directors and its Audit and Nominating and Corporate
Governance Committees, and the Company named Mr. Scollins as the
Company's Interim Chief Financial Officer and Treasurer.

Mr. Scollins served as a member of the Board and Audit and
Nominating and Corporate Governance Committees of the Company
since December 2010.  Mr. Scollins will serve at the pleasure of
the Board until a successor Chief Financial Officer is appointed.
Mr. Scollins will perform his duties on a contract basis and be
compensated at the rate of $7,500 per month.  Mr. Scollins brings
to his new role the same wealth of knowledge, experience and
qualifications that well qualified him to serve on the Company's
Board and Audit and Nominating and Corporate Governance
Committees.

There are no family relationships between Mr. Scollins and any
director or executive officer of the Company.  Mr. Scollins is the
Chief Financial Officer of Roark Rearden and Hamot Capital
Management, the investment adviser to Costa Brava Partnership III
LP, a major stockholder and debt holder of the Company.

                        About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company reported a net loss of $15.76 million on
$14.09 million of total revenues for the fiscal year ended Oct. 2,
2011, compared with a net loss of $11.15 million on $11.71 million
of total revenues for the fiscal year ended Oct. 3, 2010.

The Company's balance sheet at July 1, 2012, showed $8.87 million
in total assets, $36.99 million in total liabilities, and a
$28.12 million total stockholders' deficit.


JET WORKS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jet Works Air Center Management LLC
        dba Jet Works Air Center
        dba Jet Works Aviation
        5035 Warbird Drive
        Denton, TX 76207

Bankruptcy Case No.: 12-46776

Chapter 11 Petition Date: December 12, 2012

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

Judge: Russell F. Nelms

Debtor's Counsel: Bill F. Payne, Esq.
                  THE MOORE LAW FIRM, LLP
                  100 N. Main Street
                  Paris, TX 75460
                  Tel: (903) 784-4393
                  Fax: (903) 737-0586
                  E-mail: bpayne@moorefirm.com

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

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

A copy of the Company's list of its 20 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb12-46776.pdf

The petition was signed by Jimmy C. Weaver, president.


KODIAK OIL: Moody's Raises Corp. Family Rating to 'B2'
------------------------------------------------------
Moody's Investors Service upgraded Kodiak Oil & Gas Corp.'s
Corporate Family Rating (CFR) to B2 from B3 and upgraded its
senior unsecured notes rating to B3. The outlook is stable.

"The upgrade reflects Kodiak's delivery of substantial 2012
production growth, which is expected to continue into 2013,"
commented Andrew Brooks, Moody's Vice President. "With oil
comprising over 80% of production, Kodiak is well placed to
convert high oil prices into high cash margins, and the company's
acreage in the Bakken provides Kodiak with substantial drilling
potential to support continued profitable growth."

Ratings upgraded:

      Corporate Family Rating, upgraded to B2 from B3

      Probability of Default Rating, upgraded to B2 from B3

      Senior Unsecured Notes Rating, upgraded to B3 (LGD4 66%)
      from Caa1

Ratings Rationale

Kodiak's B2 CFR reflects its emergence as a rapidly growing mid-
sized oil producer in the prolific Bakken Shale, its high quality
asset base extensively weighted to crude oil and the generous cash
margins that its oil production enjoys. Well completion setbacks
experienced earlier in 2012, likely partially attributable to the
company's rapid ramp up in growth, appear to have been
successfully remediated. The rating is restrained by Kodiak's high
debt leverage, which at September 30 exceeded $80,000 per Boe of
average daily production, although based on third quarter
production volumes alone, leverage approximated $59,000 per Boe.
While Kodiak continues to significantly outspend internally
generated cash during this growth phase, relative leverage
measures are likely to improve as crude oil production climbs.

Kodiak produced for sale 15,855 Boe per day of hydrocarbons in
2012's third quarter (another 1,610 Boe per day of natural gas was
flared, reflecting lagging basin-wide gas infrastructure),
quadrupling year-ago averages. Over 88% of its salable production
was crude oil. Late November sales volumes approximated 22,000 Boe
per day, and the company projects a fourth quarter exit rate of
27,000 Boe per day; a target it established in late 2011 and
continues to adhere to. Kodiak's mid-year proved reserves of 70.1
million Boe (86% oil, 40% proved developed) reflect a 76% increase
over year-end 2011 levels. Its 60% Proved Undeveloped Reserves
(PUDs) provide substantial drilling upside, and with Bakken costs
moderating and infrastructure bottlenecks subsiding Moody's
expects a continuation of strong cash margins and a leveraged
full-cycle ratio exceeding 2x to be reflected in ongoing
production gains. Kodiak has identified roughly 800 drilling
locations and intends to run a six drilling rig program in 2013.

Moody's expects Kodiak to have adequate liquidity through 2013, as
reflected by its SGL-3 Speculative Grade Liquidity rating. At
September 30, 2012, Kodiak had $260 million available under its
$375 million secured borrowing base revolving credit facility,
which matures October 2016. Kodiak's funds from operations and
revolver availability should adequately cover its capital spending
requirements through 2013, which Moody's estimates will be about
flat with 2012's expected $750 million. The revolver requires
Kodiak to maintain debt to EBITDAX of no more than 4.25x, which at
September 30 was 3.26x. Additional liquidity could become
available to Kodiak should the $375 million commitment under its
secured revolving credit increase to the full amount of its $450
million borrowing base.

The stable outlook reflects Moody's view that Kodiak's production
will grow to a sustainable level approaching 30 mBoe per day in
2013 with negative free cash flow diminishing over the course of
the year. An upgrade could be considered if Kodiak reduces
financial leverage below $40,000 per Boe of average daily
production while attaining sustained production in excess of 35
mBoe per day and maintaining a leveraged full-cycle ratio above
2.25x. A downgrade could be considered if Kodiak re-encounters
well completion issues that result in stagnating production,
should improvements in relative debt leverage be reversed or if
it's leveraged full-cycle ratio drops below 1.5x.

The B3 rating on Kodiak's senior unsecured notes reflects both the
overall probability of default of Kodiak, to which Moody's assigns
a PDR of B2, and a loss given default of LGD4 (66%). Kodiak's
senior unsecured notes are subordinate to its $375 million secured
revolving credit facility's potential priority claim to the
company's assets. The size of the potential senior secured claims
relative to Kodiak's outstanding senior unsecured notes results in
the notes being rated one notch below the B2 CFR under Moody's
Loss Given Default methodology.

The principal methodologies used in rating Kodiak were the
Independent Exploration and Production Industry methodology
published in December 2011, and the Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published in June 2009.

Kodiak Oil & Gas is an independent exploration and production
company headquartered in Denver, Colorado.


LA JOLLA: FDA Approves New Drug Application for for GCS-100
-----------------------------------------------------------
La Jolla Pharmaceutical Company announced that the FDA Division of
Cardiovascular and Renal Products has approved the Company's
Investigational New Drug Application for GCS-100.  La Jolla will
start a Phase 1/2 clinical trial of GCS-100 in patients with
chronic kidney disease.

"FDA approval of our IND allowing us to proceed with our clinical
trial in patients with CKD is a major milestone for La Jolla,"
said George Tidmarsh, M.D. Ph.D., chief executive officer of La
Jolla.  "Chronic kidney disease patients suffer an inexorable
decline with very limited treatment options.  Our desire is to one
day help these long-suffering individuals."

Chronic kidney disease currently affects 14% of Americans or 49
million people in the U.S.  The United States Renal Data System,
2012 Annual Data Report, states that in 2010, costs for CKD
reached $41 billion for Medicare alone.  Overall per person per
year costs for CKD were estimated at $22,323 for Medicare patients
of age 65 and older and $13,395 for patients of age 50-64.
Patients with CKD may progress to End-stage Renal Disease (ESRD).
According to The National Institute of Diabetes and Digestive and
Kidney Diseases as of 2008, there were 547,982 individuals in the
US under treatment for and 88,630 deaths per year from ESRD.

The study will be an open-label, multi-center, test of weekly
doses of GCS-100 in patients with Stage 3b and 4 CKD.  The primary
objectives of the study include evaluations of the safety of a
single dose of GCS-100 (Part A) and repeat doses of GCS-100 (Part
B).  Secondary study objectives will include evaluating renal
function and other markers of activity in CKD.  The study will be
open to patients at least 18 years of age with moderately severe
to severe renal impairment.  The Company anticipates screening of
patients will start this month and the first patient will enter
the study in January of next year.  The trial will be conducted at
centers in the US and include some of the top investigators in the
field of CKD.  While it is not currently anticipated, the study
design may be amended from time-to-time to comply with requests
from the FDA, the governing Institutional Review Board, study
investigators or at the discretion of the Company.

"We believe the clinical trial is well designed and we have
engaged some of the best investigators in the world," Tidmarsh
added.  "The successful filing and approval of the IND underscore
the dedication and competency of the La Jolla team, and I am proud
of their hard work.  We look forward to analyzing data from the
study which we expect to have by late next year."

                           About GCS-100

GCS-100 is a complex polysaccharide that has the ability to bind
to and block the effects of galectin-3.  Galectin-3 is a soluble
protein, over-expression of which has been implicated in a number
of human diseases including cancer and chronic organ failure.  The
unique ability of GCS-100 to bind and sequester galectin-3 makes
it an ideal candidate to prevent and treat diseases in which
galectin-3 plays an important role.

                  About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.40 million in total assets, $12.93 million in total
liabilities, all current, $5.80 million in Series C-1 redeemable
convertible preferred stock, and a $15.33 million total
stockholders' deficit.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.


LCI HOLDING: Meeting to Form Creditors' Committee on Dec. 20
------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on Dec. 20, 2012, at 11:00 a.m. in
the bankruptcy cases of LCI Holding Company Inc.  The meeting will
be held at:

         J Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                          About LifeCare

LCI Holding Inc. and its affiliates, doing business as LifeCare
Hospitals, operate eight "hospital within hospital" facilities and
19 freestanding facilities in 10 states.  The hospitals have about
1,400 beds at facilities in Louisiana, Texas, Pennsylvania, Ohio
and Nevada.  LifeCare is controlled by Carlyle Group, which holds
93.4 percent of the stock following a $570 million acquisition in
August 2005.

LifeCare Holdings and its affiliates, including LifeCare Holdings
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
12-13319) on Dec. 11, 2012, with plans to sell assets to secured
lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LEVI STRAUSS: Board Declares $25 Million Cash Dividend
------------------------------------------------------
Levi Strauss & Co.'s Board of Directors declared a one-time cash
dividend of $0.670625 per share, for a total of approximately $25
million.  The dividend is payable to stockholders of record at the
close of business on Dec. 17, 2012.

The declaration of cash dividends in the future is subject to
determination by the Company's Board of Directors based on a
number of factors, including the income tax impact to the dividend
recipients, the Company's financial condition and compliance with
the terms of its debt agreements.  For these reasons, as well as
others, there can be no assurance that the Company's Board of
Directors will declare additional cash dividends in the future.

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company's balance sheet at Aug. 26, 2012, showed $3 billion in
total assets, $3.08 billion in total liabilities, $7.99 million in
temporary equity, and an $82.08 million total stockholders'
deficit.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services assigned its
'B+' rating (same as the corporate credit rating) to San
Francisco-based Levi Strauss & Co.'s proposed $350 million senior
unsecured notes due 2022.

"The ratings on Levi Strauss reflect our view that the company's
financial profile continues to be 'aggressive,' particularly since
the company's balance sheet remains highly leveraged and we expect
cash flow protections measures to continue to be weak. In
addition, we continue to consider Levi Strauss' business risk
profile to be 'weak,' given its continuing participation in the
highly competitive denim and casual pants market, which is subject
to fashion risk and still-weak consumer spending, and our
expectation that the company's business focus will remain narrow.
We believe the company benefits from its strong, well-recognized
Levi's brand, long operating history, and distribution channel
diversity (both by retail customer and geography)," S&P said.

In April 2012, Moody's Investors Service affirmed Levi Strauss &
Co ("LS&Co) B1 Corporate Family and Probability of Default
Ratings.  Moody's also assigned a B2 rating to the company's
proposed $350 million senior unsecured notes due 2022 and affirmed
the B2 ratings of the company's other series of unsecured debt.

Levi Strauss' B1 Corporate Family Rating reflects the company's
negative trends in operating margins reflecting inconsistent
execution as well as input cost pressures.  The ratings also
reflect the company's still significant debt burden, which has
been increasing due to the company's continued investment in its
own retail stores and its sizable underfunded pension. Debt/EBITDA
(incorporating Moody's standard analytical adjustments) was 5.1
times for the LTM period ending 2/26/2012.  The rating take into
consideration the company's significant global scale, with
revenues near $5 billion, its operations in over 110 countries and
the ownership of the iconic Levi's trademark.


LIFECARE HOLDINGS: Inks Severance Agreement With Grant Asay
-----------------------------------------------------------
LifeCare Holdings, Inc., through its subsidiary, LifeCare
Management Services, LLC, entered into a Severance Agreement and
Release of All Claims with Grant Asay, executive vice president of
Operations of the Company, in connection with his previously
reported resignation.  Mr. Asay's resignation will become
effective on Jan. 31, 2013.

Pursuant to the terms of the Agreement, all financial obligations
will be satisfied with Mr. Asay's receipt of a lump sum severance
payment of $50,000, less any applicable payroll and tax
withholdings.  The severance payment is in addition to Mr. Asay's
final wages through his final date of employment.  The Agreement
also modifies certain provisions in Mr. Asay's existing amended
and restated employment agreement related to non-competition and
non-solicitation following the termination of Mr. Asay's
employment with the Company.  Under the Agreement, Mr. Asay has
agreed to release the Company from any and all claims, actions and
causes of action that Mr. Asay has or might have related to the
conclusion of his employment with the Company, including causes of
action related to certain provisions of the Employment Agreement.

                      About LifeCare Holdings

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

LifeCare Holdings Inc. filed for bankruptcy protection (Bankr. D.
Del. Case No. 12-13319) in Wilmington on Dec. 11, 2012,  citing
debt and losses from Hurricane Katrina and saying it plans to sell
the company, according to a Bloomberg report.

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

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

                           *     *     *

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

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

In the Dec. 13, 2012, edition of the TCR, 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.


LPATH INC: Agrees to Discontinue PEDigree Trial
-----------------------------------------------
Lpath, Inc., on Dec. 16, 2010, entered into an Option, License and
Development Agreement with Pfizer Inc., which provides Pfizer with
an exclusive option for a worldwide license to develop and
commercialize iSONEP, the Company's lead monoclonal antibody
product candidate, which is being evaluated for the treatment of
wet age-related macular degeneration (wet AMD) and other ocular
disorders.

Under the original terms of the Agreement, Pfizer and the Company
planned to conduct two studies, including a Phase 1b study in wet
AMD patients with Pigment Epithelial Detachment (PED), a
complication of wet AMD, and a larger Phase 2a study in wet AMD
patients generally.  The Company began enrolling patients in the
PEDigree and Nexus trials in September 2011 and October 2011,
respectively.

The PEDigree and Nexus trials were placed on clinical hold in
January 2012 following a determination by the FDA that the fill-
and-finish contractor that had filled the iSONEP clinical trial
vials was not in compliance with the FDA's current Good
Manufacturing Practice standards during the time period it
provided those services to the Company.  Thereafter, the Company
manufactured new iSONEP drug substance and resumed dosing patients
in the Nexus trial in September 2012.

As a result of the clinical hold and the requirement to
manufacture new drug substance, the projected costs to complete
the iSONEP trials increased significantly.  As previously
announced, Pfizer requested the Company to consider potential
alternatives to reduce the overall cost of the iSONEP trials.

On Dec. 5, 2012, the Company and Pfizer amended the Agreement to,
among other things, reflect the parties' agreement to discontinue
the PEDigree trial and to focus on the Nexus trial.  The parties
modified the protocol for the Nexus trial to include certain wet
AMD patients with PED in the Nexus trial.  In addition, the
Company can elect to conduct the PEDigree trial at any time at its
cost.  Under the terms of the Amendment, the parties will continue
to pursue and share the cost of the iSONEP trials, including any
costs associated with discontinuing the PEDigree trial.

As of Sept. 30, 2012, Pfizer had paid the Company $20 million
pursuant to the terms of the Agreement, including an upfront
payment of $14 million.  The Amendment does not modify the
Company's obligation to fund the next $6 million of Nexus trial
costs.

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$18.77 million in total assets, $12.98 million in total
liabilities, and $5.79 million in total stockholders' equity.


LUXEYARD INC: Former CEO Resigns from Board of Directors
--------------------------------------------------------
Luxeyard, Inc.'s former Chief Executive Officer, Braden Richter
tendered his resignation as the Company's director, retroactively
effective to Oct. 23, 2012.  The Board of Directors of the Company
approved the resignation on Nov. 30, 2012.

Based on Mr. Richter's resignation letter, the Company believes
that Mr. Richter resigned as a director of the Company because Mr.
Richter felt he was wrongfully terminated by the Board from his
position as the Company's CEO.

Los Angeles, California-based Luxeyard, Inc., a Delaware
Corporation, is an internet company selling luxury goods on a
flash web site.  Luxeyard, Inc., is the parent company of the
wholly owned subsidiaries, LY Retail, LLC, incorporated under the
laws of the State of Texas on April 20, 2011, and LY Retail, LLC,
incorporated in the State of California on Nov. 8, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.5 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $4.3 million.

"As of Sept. 30, 2012, we have generated minimal revenues since
inception.  We expect to finance our operations primarily through
our existing cash, our operations and any future financing.
However, there exists substantial doubt about our ability to
continue as a going concern because we will be required to obtain
additional capital in the future to continue our operations and
there is no assurance that we will be able to obtain such capital,
through equity or debt financing, or any combination thereof, or
on satisfactory terms or at all.  Additionally, no assurance can
be given that any such financing, if obtained, will be adequate to
meet our capital needs.  If adequate capital cannot be obtained on
a timely basis and on satisfactory terms, our operations would be
materially negatively impacted.  Therefore, there is substantial
doubt as to our ability to continue as a going concern."


MAGNUM HUNTER: Moody's Rates $150MM Senior Unsecured Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Magnum Hunter
Resources Corporation's (MHR) proposed $150 million senior
unsecured notes. This issuance is an add-on to the 9.75% $450
million 2020 notes that were issued in May, 2012. MHR's other
ratings and stable outlook were unchanged.

Net proceeds from the note offering will be used to reduce
indebtedness under the revolving credit facility.

"The transaction will free up MHR's revolver capacity and allow
more time to boost production and find an alternative source of
funding for its significant capital program in 2013," said Sajjad
Alam, Moody's Analyst.

Issuer: Magnum Hunter Resources Corporation

Assignments:

    US$150M Senior Unsecured Regular Bond/Debenture, Assigned Caa1

    US$150M Senior Unsecured Regular Bond/Debenture, Assigned a
    range of LGD5, 70 %

Ratings Rationale

The senior unsecured notes are rated Caa1, one notch below the B3
CFR, given the significant size of MHR's secured revolving
borrowing base credit facility and its priority ranking in the
liability waterfall.

MHR's B3 Corporate Family Rating (CFR) reflects its small scale
E&P operations; high leverage relative to current production and
reserves levels; short drilling and production history of its core
properties, and the execution and financing risks surrounding the
company's planned transformation into a sizeable unconventional
oil and gas producer over the next two years. The rating is
supported by MHR's significant and growing oil production,
repeatable unconventional properties that have predictable geology
and contain a large inventory of drilling locations, and its
diversified presence in several prolific liquids-rich hydrocarbon
basins in North America. The rating also considers MHR's
experienced management team, above-market natural gas price hedges
through 2013, and the value in the company's midstream assets.

The company's production and cash flows have been lackluster since
Moody's initial rating assignment in May 2012. While the
proportion of liquids (oil plus natural gas liquids) in the
production mix has grown alongside proved reserves since the end
of 2011, overall volume growth has been limited because of weak
natural gas prices and the lack of rich-gas processing capacity at
the Marcellus. Meanwhile MHR's continued high spending has pushed
leverage higher in terms of production and proved developed
reserves.

However, the recent completion of MarkWest's Mobley processing
plant in West Virginia should immediately lift MHR's production by
up to 3,000 boe/day over the next three months and boost margins.
Additional drilling in the Marcellus and Utica acreages and an
accelerated development strategy in the oily Williston Basin,
together, is expected to provide further production and cash flow
growth in 2013.

MHR should have adequate liquidity through the end of 2013, which
is captured in Moody's SGL-3 Speculative Grade Liquidity rating.
However, the company would need to execute a more focused drilling
program if it were to improve internal cash flow generation.
Concurrent with this note issue, MHR's revolver borrowing base was
cut to $337.5 million from $375 million. Moody's estimates roughly
$200 million was outstanding under the revolver at the end of
November. Proforma for the add-on issue, MHR would have roughly
$280 million of availability under the bank facility to fund its
projected negative free cash flows in 2013. However, full access
to the revolver will depend on MHR's ongoing ability to meet the
leverage covenant (maximum re-set at 4.75x ) by improving EBITDA
performance.

The stable outlook assumes MHR' production will rise quickly and
leverage will trend downward.

MHR's current level of leverage is considered very high and there
is minimal debt capacity in the ratings. The CFR could be
downgraded if MHR acquires additional non-producing properties
using debt or debt-like preferred equity, or total liquidity (cash
plus revolver availability) falls below $75 million. A downgrade
could also occur if the anticipated production and reserves growth
do not materialize in the first half of 2013 and large cash
outspending continues.

An increasing trend in production and clearer visibility on
funding arrangements beyond 2013 will be pre-requisites for an
upgrade. An upgrade may be considered if production can be
sustained above 25,000 boe/day and debt to average daily
production is reduced below $40,000 per boe.

The principal methodology used in rating Linc was the Global
Independent Exploration and Production 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.

Magnum Hunter Resources Corporation (MHR) is a Houston, Texas
based publicly traded oil and gas exploration and production (E&P)
company with principal assets in the states of West Virginia,
Kentucky, Ohio, Texas, North Dakota and Saskatchewan, Canada.


MAGNUM HUNTER: S&P Revises Outlook on 'B-' CCR to Stable
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Magnum Hunter Resources Corp. (Magnum) to stable from
positive and affirmed its 'B-' corporate credit rating on the
company.

"In addition, Magnum added $150 million to its existing senior
unsecured notes due 2020, bringing the total for this issue to
$600 million. We also lowered our issue rating on the these notes
to 'CCC' from 'CCC+' and revised the recovery rating on these
notes to '6' from '5', indicating our expectation of negligible
(0% to 10%) recovery for lenders in the event of a default," S&P
said.

"The stable outlook reflects our expectation that Magnum will be
able to grow production to an average of 20,000 boe per day in
2013 while keeping its adjusted debt to EBITDA ratio just below
5x," said Standard & Poor's credit analyst Christine Besset. "Our
lowering of the senior unsecured issue rating reflects an updated
valuation of the company's reserves, increases in the company's
borrowing base, and higher levels of unsecured debt."

Standard & Poor's views Magnum's business profile as "vulnerable".
The company's proved reserve base totals 67.7 million barrels of
oil equivalents (boe) at the end of June 2012. This positions the
company on the smaller end of rated exploration and production
(E&P) companies. The company has moderate exposure to weak natural
gas prices, with natural gas representing 36% of its reserves.
Magnum's cost structure was also elevated compared with its E&P
peers in 2011, especially given its exposure to natural gas.
Despite these concerns, the company has started to reap the
benefits of its recent acquisitions and capital spending in its
oil-rich plays in 2012. "We expect Magnum to increase production
by about 140% by Dec. 31, 2012, compared with 2011. Magnum was
also able to reduce cash operating costs to $20.52 per boe in the
first nine months of 2012 from $30.54 per boe in 2011 as a result
of increased scale of operations and improvement in well costs.
Moreover, Magnum's increasing exposure to oil and liquids (which
should represent about 50% of production in 2012) and current
pricing should yield better profitability, going forward," S&P
said.

"The stable outlook reflects our expectation that Magnum will be
able to grow production to an average of about 20,000 boe/d in
2013 while keeping at about 5x, a high but still acceptable level
for the rating. We expect a growing borrowing base and the ability
to sell assets or reduce growth capital expenditures to continue
to support Magnum's liquidity," S&P said.

"We could lower the rating if liquidity declines below $75
million. Based on a $337 million borrowing base, such a scenario
could occur if the company fails to materialize at least $130
million in asset sale without a reduction in spending, or make
further debt-financed acquisitions," S&P said.

"We could raise the rating if the company meets its production
target while reducing leverage below 4.5x and strengthening
liquidity. We consider an upgrade unlikely over the next 12 months
barring any asset sale due to our expectation that spending levels
will remain high relative to the company's liquidity," S&P said.


MIT HOLDING: Incurs $519,000 Net Loss in Third Quarter
------------------------------------------------------
MIT Holding, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $519,228 on $719,172 of sales and services rendered for the
three months ended Sept. 30, 2012, compared with net income of
$2.47 million on $1.51 million of sales and services rendered for
the same period a year ago.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.03 million on $2.85 million of sales and services
rendered, compared with net income of $1.46 million on
$4.72 million of sales and services rendered for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $982,670 in
total assets, $4.42 million in total liabilities, and a
$3.44 million total stockholders' deficiency.

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

                        http://is.gd/2VckyJ

MIT Holding distributes wholesale pharmaceuticals, administers
intravenous infusions, operates an ambulatory center where
therapies are administered and sells and rents home medical
equipment.

At June 30, 2012, the Company had negative working capital of
$2.0 million.  From inception, the Company has incurred an
accumulated deficit of $10.6 million.  "These factors raise
substantial doubt as to the Company's ability to continue as a
going concern."


MGM RESORTS: Promotes Bill Hornbuckle to President & CMO
--------------------------------------------------------
MGM Resorts International has announced the promotion of Bill
Hornbuckle to President & Chief Marketing Officer.

In the newly-created position that will report to Jim Murren,
Chairman & CEO of MGM Resorts International, Mr. Hornbuckle will
assume expanded responsibility to include Gaming Development.

"Bill Hornbuckle is widely regarded as one of the most strategic
and effective leaders in the hospitality and entertainment
industry," Murren said.  "Since assuming the newly-created role of
CMO for the company in 2010, he has been focused on growing the
company's relationships with our customers and guests.  He has
achieved this with significant success, for example, in the
creation and growth of our M life customer loyalty program,"
Murren added.

Mr. Murren said the appointment evolved from the execution of the
Company's strategic plan that included expanding the Company's
presence domestically and internationally.

Mr. Murren also announced expanded responsibilities for Corey
Sanders, the company's Chief Operating Officer, Bobby Baldwin,
President & CEO of CityCenter, and Dan D'Arrigo, Chief Financial
Officer.

Mr. Sanders will have expanded oversight and leadership of the
company's operating functions including Retail, Corporate
Advertising and Sales divisions in support of the company's growth
strategies.  Mr. Baldwin will assume the day to day leadership
role for the Aria, Vdara, and Mandarin Hotels, as well as
CityCenter Residential and Crystals Retail.  Messrs. Sanders,
Baldwin and D'Arrigo will continue to report to Murren.

"Bill, Corey, Bobby and Dan are part of a leadership team that is
high performing and recognized as among the best of the best in
our industry.  I am proud to have such strong Finance,
Development, Marketing and Operational leaders as we continue to
grow the company as a leader in the hospitality and entertainment
industry," Murren said.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

MGM's balance sheet at Sept. 30, 2012, showed $27.83 billion in
total assets, $18.56 billion in total liabilities, and
$9.26 billion in total stockholders' equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MODERN PRECAST: Meeting to Form Creditors Panel on Dec. 17
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting today, Dec. 17, 2012, at 9:30 a.m.
in the bankruptcy cases of Modern Precast Concrete, Inc.  The
meeting will be held at:

         Office of the United States Trustee
         833 Chestnut Street, Suite 501
         Philadelphia, PA 19107

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Modern Precast Concrete, Inc. filed a Chapter 11 petition
(Bankr. E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in
Reading, Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D.
Kleban, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, in
Philadelphia, serve as counsel to the Debtor.  The Debtor
estimated up to $50 million in both assets and liabilities.  West
Family Associates, LLC (Case No. 12-21306) and West North, LLC
(Case No. 12-21307) also sought Chapter 11 protection.  The
petitions were signed by James P. Loew, chief financial officer.


MSR RESORT: Judge Approves Disclosure Statement
-----------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Sean H. Lane signed off on MSR Resort Golf Course LLC's
disclosure statement, clearing the resort owner to begin
soliciting votes for its Chapter 11 plan following a recent
agreement to sell off its five-resort portfolio for $1.5 billion.

                         About MSR Resort

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

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

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

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

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

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

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


MTS GOLF: Court Approves Forrest Richardson as Architect
--------------------------------------------------------
MTS Golf LLC has obtained approval from the U.S. Bankruptcy Court
to employ Forrest Richardson & Assoc. as Golf Course Architect for
Debtors.

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

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

Lender U.S. Bank is represented in the case by Snell & Wilmer
L.L.P.


MTS GOLF: Court Approves Fleet-Fisher as Civil Engineer
-------------------------------------------------------
MTS Golf LLC sought and obtained approval from the U.S. Bankruptcy
Court to employ Fleet-Fisher Engineering, Inc. as Civil Engineer
for Debtors.

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

Mr. Fleet's current rate is $150 per hour.

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

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

Lender U.S. Bank is represented in the case by Snell & Wilmer
L.L.P.


MUNICIPAL MORTGAGE: Raises $540 Million from New Bond Financing
---------------------------------------------------------------
Municipal Mortgage & Equity, LLC, through its subsidiaries MuniMae
TE Bond Subsidiary, LLC, and TEB Credit Enhancer, LLC, closed on a
new bond financing that generated $540.1 million of proceeds
which, along with cash of $3.1 million from the Company, replaced
all of the Company's securitization debt that had credit
enhancement and liquidity facilities expiring on March 31, 2013.
The new facility is subject to a remarketing on Dec. 1, 2016.

As a result of the transaction, the Company placed bonds and
instruments representing interests in bonds with an aggregate fair
value at Sept. 30, 2012, of approximately $875.3 million into the
borrowing entity (TEB Credit Enhancer).  The borrowing entity then
issued $540.1 million of Class A certificates.  Merrill Lynch,
Pierce, Fenner & Smith Incorporated advised on the placement of
the Class A certificates, which were initially placed with a
single investor.  The Class A certificates, which can be called by
the Company in whole or in part at any time, are treated as a
borrowing on the Company's GAAP financial statements.  The Class A
certificates bear a floating rate of interest at SIFMA plus
200bps, reset weekly, subject to a maximum rate for each Class A
certificate equal to the coupon of the bond underlying such Class
A certificate less 5 bps.  If the interest rate on any Class A
certificate is reset at its maximum rate, the Company will be
required to purchase and cancel Class A certificates in order to
meet certain requirements with respect to tax-exempt income.  The
Company expects to receive all net cash flow from the Bonds after
payment of the amount due and payable on the Class A certificates
and recurring fees.

The facility is subject to, among others, the following covenants.
A collateral ratio of at least 144% of the Class A certificates
outstanding must be maintained or all net cash flow from all the
Bonds will be held back and not distributed to the Company until
the minimum ratio is restored.  In addition, in the event that a
Trust Bond fails to pay its full debt service, monies from the
Bonds that are not Trust Bonds will be used to pay the deficiency
and an equal amount is required to be retained as collateral and
not distributed to the Company until such Bond default is cured or
the associated Class A certificates are redeemed.  In the event a
Bond that is not a Trust Bond fails to pay its debt service in
full, cash flow from the Bonds which are not Trust Bonds will be
held back from the Company in the amount of the shortfall until
that Bond either pays its shortfall or is replaced by another
bond.  In the event that the percentage of Bonds in payment
default rise above certain thresholds established under the
documents, no monies will be distributable to the Company from the
Bonds pledged as collateral until certain more stringent
thresholds are achieved.

The Company incurred closing costs of approximately $4.7 million,
consisting primarily of a structuring and placement fee and legal
fees.

                       Appoints New Director

On Dec. 5, 2012, the Board of Directors of Municipal Mortgage &
Equity, LLC, appointed J.P. Grant as a new director of the Company
effective Jan. 1, 2013.  Mr. Grant will receive compensation and
perquisites in accordance with the standard policies and
procedures previously approved by the Board of Directors for all
non-employee directors of the Company.

Mr. Grant is the founder, President and CEO at Grant Capital
Management, Inc. (previously First Municipal Credit Corporation),
where he has specialized in providing tax-exempt financing to city
and state governments since the company's founding in 2000.  Prior
to that, he held positions in major account sales for IBM
Corporation - Public Sector and Federal Data Corporation.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

The Company's balance sheet at Sept. 30, 2012, showed $1.85
billion in total assets, $1.12 billion in total liabilities and
$723.23 million in total equity.

                         Bankruptcy Warning

The Company said in its 2011 annual report that although it has
been able to extend, restructure and obtain forbearance agreements
on various debt and interest rate swap agreements, these
extensions, restructurings and forbearance agreements are
generally short-term in nature and do not by themselves provide a
viable long-term solution to the Company's liquidity issues.  If
the Company is not able to negotiate other arrangements, the
Company will not be able to pay the interest on certain of its
subordinate debt following the rate increases that are scheduled
to occur in April and May of 2012.  The Company's future cash
flows are not expected to be sufficient to satisfy the overall
debt service required under the subordinate debt following
such increases, and the Company would be unable to repay the
indebtedness if the subordinate debt were accelerated.

In the event management is not successful in restructuring or
settling its remaining non-bond related debt, or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through
reorganization under the U.S. Bankruptcy Code.


NET TALK.COM: Obtains $1 Million from 1080 NW 163 Drive
-------------------------------------------------------
Net Talk.com, Inc., borrowed $1,000,000 from 1080 NW 163 Drive,
LLC, and in exchange, the Company issued a 12% Promissory Note and
a Mortgage and Security Agreement.  The 12% Promissory Note, among
other matters, accrues interest at 12% per annum, is payable in
full on Nov. 29, 2014, and is secured by the Company's corporate
office building, located at 1080 NW 163rd Drive, Miami Gardens, FL
33169.  Proceeds from the 12% Promissory Note were used for
marketing and general working capital.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company's balance sheet at Sept. 30, 2012, showed $5.58
million in total assets, $20.52 million in total liabilities,
$7.20 million in redeemable preferred stock, and a $22.15 million
total stockholders' deficit.

Net Talk.com incurred a net loss of $26.17 million for the year
ended Sept. 30, 2011, compared with a net loss of $6.30 million
during the prior year.


NEW ENTERPRISE: S&P Keeps 'CCC-' Corp. Credit Rating on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on New
Enterprise Stone & Lime Co. Inc., including its 'CCC-' corporate
credit rating, remain on CreditWatch with negative implications.

"The continued CreditWatch listing follows the failure of New
Enterprise Stone & Lime to file its already delinquent annual and
quarterly financial reports on Form 10-K and 10-Q. Also, the
trustee under the existing notes has provided notice to the
company that New Enterprise is not in compliance with the
financial reporting requirements of the indentures," S&P said.

"Failure to provide such reports by Jan. 3, 2013, would result in
an event of default under the indentures. New Enterprise is
endeavoring to provide financial statements prior to that date.
Our baseline expectation is that the company will file its 10-K
and first-quarter 10-Q prior to the deadline, however, there can
be no assurances that the preparation and filing of these
statements will not be further delayed," S&P said.

"In addition to technical defaults under various debt obligations,
the delayed filing limits visibility of the company's operating
results and raises concern that liquidity could become more
constrained than we previously anticipated if cash flows are
weaker than our most recent estimates. However, we have been
provided with information from the company regarding its current
liquidity situation, which appears to be sufficient for near-term
needs as long as the company's asset based revolving credit
lenders continue to provide availability under the company's $170
million revolving credit facility," S&P said.

"New Enterprise is a privately held company that sells
construction materials including aggregates, concrete, and
concrete products; engages in highway construction and paving; and
provides traffic safety services and equipment. Its operations are
concentrated in Pennsylvania and western New York," S&P said.

"We will review the CreditWatch listing once the company files its
delinquent annual and quarterly reports and after we have had an
opportunity to discuss the company's liquidity, the state of its
internal controls, and its most recent operating performance. We
could affirm our ratings and remove them from CreditWatch if the
company resolves any potential default under its indentures, and
if it appears that 2012 and 2013 and future operating cash flows
will be neutral or modestly positive as per our estimates. We
would lower our rating to 'D' if the company fails to meet the
Jan. 3, 2013, date for filing its delinquent financial statements
or if lenders pursue remedies under any defaults and demand
payment," S&P said.


NEW PEOPLES: Shareholders Elect Three Directors to Board
--------------------------------------------------------
New Peoples Bankshares, Inc., convened its 2012 annual
shareholders' meeting on Dec. 4, 2012.  The shareholders elected
three directors to serve three year terms expiring in 2015.  The
three directors elected to serve the three year terms were Joe
Carter, Harold Lynn Keene, and Fred W. Meade.  The shareholders
approved a non-binding advisory vote to approve the compensation
of the Company's named executive officers.  The shareholders voted
to ratify the Company's Audit Committee of the Board of Directors'
appointment of Elliott Davis, LLC, to serve as its independent
registered public accounting firm for the year ending Dec. 31,
2012.

                   About New Peoples Bankshares

New Peoples Bankshares, Inc., is a Virginia bank holding company
headquartered in Honaker, Virginia.  New Peoples subsidiaries
include: New Peoples Bank, Inc., a Virginia banking corporation
(the Bank) and NPB Web Services, Inc., a web design and hosting
company (NPB Web).

The Bank is headquartered in Honaker, Virginia and operates 27
full service offices in the southwestern Virginia counties of
Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise,
Lee, Smyth, and Bland; Mercer County in southern West Virginia and
the eastern Tennessee counties of Sullivan and Washington.

According to the Company's quarterly report for the period ended
June 30, 2012, the Company and the Bank are subject to various
capital requirements administered by federal banking agencies.

"The Bank was well capitalized as of June 30, 2012, as defined by
the capital guidelines of bank regulations, however, the Company
continued to be below the minimum capital requirements as a result
of the Tier 1 leverage ratio decreasing to 3.72%, which was below
the minimum requirement of 4.00%.  Subject to the conversion of
the director notes, we expect to return to well-capitalized status
at the holding company level in 2012.  The Company's capital as a
percentage of total assets was 3.27% at June 30, 2012, compared to
3.70% at Dec. 31, 2011."

The Company's balance sheet at Sept. 30, 2012, showed $708.21
million in total assets, $680.10 million in total liabilities and
$28.11 million in total stockholders' equity.


NEWMARKET CORP: S&P Assigns 'BB+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
corporate credit rating to NewMarket Corp. The outlook is stable.

"At the same time, we assigned our 'BB+' issue-level rating to the
company's proposed $300 million senior unsecured notes due 2022.
The recovery rating on the notes is '3', indicating our
expectation of a meaningful (50% to 70%) recovery in the event of
a payment default. We expect the company to use the proceeds from
the proposed notes to refinance borrowings under its revolving
credit facility, which it had used to pay a special dividend of
$335 million during November 2012," S&P said.

"The ratings on NewMarket Corp. reflect the company's focus on the
competitive and mature global petroleum additives industry,
exposure to volatile raw material costs, and planned capital
projects over the next two years," said credit analyst James
Siahaan.

"The stable outlook reflects our view that industry dynamics are
relatively benign despite low organic growth rates and still
subdued economic conditions. We expect NewMarket to maintain
credit measures that are appropriate for the rating, even as it
implements financial and strategic initiatives aimed at increasing
shareholder returns, diversity, and growth," S&P said.

"We could raise the rating modestly if the longer-term competitive
dynamics in the global petroleum additives industry remain
generally favorable, if the company manages its growth objectives
and capital spending plan prudently, and if the company
demonstrates its ability to maintain its recently expanded
operating margins and cash flow generation. While less likely
given our current expectations, we could also consider a lower
rating if the company's operating profitability erodes materially
or if FFO-to-debt deteriorates unexpectedly. In our downside
scenario, this would require a return toward pre-2009 historical
operating margins. Although we do not expect the company to make
any large acquisitions in the near-term, we could also reassess
our rating and outlook if such an event occurs," S&P said.


NEWPAGE CORP: U.S. Bankruptcy Court Confirms Chapter 11 Plan
------------------------------------------------------------
NewPage Corporation disclosed that the U.S. Bankruptcy Court for
the District of Delaware in Wilmington on Thursday confirmed the
Company's Chapter 11 Plan.  The Plan was accepted by the
overwhelming majority of NewPage creditors entitled to vote. The
Company will now proceed to close on the restructuring
transactions contemplated by the Plan.

"We are pleased that the Court has confirmed our Chapter 11 Plan,
clearing the way for us to officially exit bankruptcy, hopefully
by the end of this year," said George Martin, president and chief
executive officer for NewPage.  "We will exit bankruptcy with
substantially less debt and new financing at lower interest rates.
NewPage will be well positioned to serve the needs of our
customers and compete successfully in the North American paper
industry."

The Plan places the leading coated paper manufacturer in the U.S.
under the control of senior noteholders owed $1.7 billion.

According to Bankruptcy Law360, at a court hearing in Wilmington,
U.S. Bankruptcy Judge Kevin Gross said he would sign off on the
plan pending minor language changes the Debtors expect to finish
by Friday, Bankruptcy Law360 says.

                         About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.


NORTEL NETWORKS: No Financial Statements for Third Quarter
----------------------------------------------------------
Nortel Networks Corporation (NRTLQ) and Nortel Networks Limited
(NNL) disclosed that, consistent with their announcement of
Aug. 9, 2012, NNC and NNL did not file their respective unaudited
financial statements and related disclosure filings for the third
quarter of 2012 by the required filing deadlines under applicable
securities laws as a result the determination of the court-
appointed monitor in their Canadian creditor protection
proceedings that future periodic reporting by both companies could
no longer be justified and would be discontinued, effective as of
the filing deadlines for their 2012 third quarter financial
results.

As a result of the Canadian filing defaults, a temporary cease
trade order ("CTO") was issued on Dec. 12, 2012 by Authorite Des
Marches Financiers (the "AMF").  The CTO is substantially similar
to the cease trade order issued by the Ontario Securities
Commission on December 11, 2012. The CTO prohibits all trading in
securities of both NNC and NNL, effective immediately, other than
for: (i) trades made for nominal consideration for the purpose of
permitting a security holder to crystallize a tax loss; or (ii)
trades in notes of either NNC or NNL to an entity that qualifies
as an "accredited investor" as that term is defined under
applicable Canadian securities laws.

The temporary CTO is scheduled to expire 15 days from the date of
its issue unless extended by the AMF.  NNC and NNL understand that
the AMF will convene a hearing before the expiration date of the
CTO for the purpose of making the CTO permanent.

NNC and NNL expect that other Canadian provincial or territorial
securities regulators will issue cease trade orders similar to the
CTO.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


O'DONOGHUE HOLDINGS: Case Summary & Unsecured Creditor
------------------------------------------------------
Debtor: O'Donoghue Holdings, LLC
        707 Nicolette Avenue
        Winter Park, FL 32789

Bankruptcy Case No.: 12-16632

Chapter 11 Petition Date: December 12, 2012

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

Debtor's Counsel: Eric A. Lanigan, Esq.
                  LANIGAN & LANIGAN, PL
                  831 W. Morse Blvd.
                  Winter Park, FL 32789
                  Tel: (407) 740-7379
                  Fax: (407) 740-6812
                  E-mail: ecf@laniganpl.com

Estimated Assets: $0 to $50,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Orange County Florida     County Property        $50,050
P.O. Box 2551             Taxes
Orlando, FL 32802-2551

The petition was signed by Bruce O'Donoghue, managing member.


ORLANDO, FL: S&P Affirms 'BB' SPUR on Series 2008A Bonds
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' underlying
ratings (SPUR) on the City of Orlando, Fla.'s series 2008A (first
lien) bonds and our 'CCC' SPUR on its series 2008B (second lien)
bonds. The outlooks are stable.

Standard & Poor's also affirmed its 'CC' SPUR on the city's 2008C
(third lien) tourist development tax (TDT) revenue bonds. The
outlook remains negative due to our expectation of insufficient
pledged TDT revenues to cover its series C Nov. 1, 2013, debt
service payment, and the depletion of its series C liquidity
reserve at that time," S&P said.

"The notching of the ratings among the three series reflects their
lien priority and the level of outstanding debt within each lien,
which magnifies the impact of even a modest decrease in revenues.
The notching further reflects our view of the level of sustained
pledged revenue growth we believe would likely be needed to
provide at least 1x annual debt service (ADS) coverage at each
lien," S&P said.

"The negative outlook on the rating for the series C bonds
reflects our view of the potential for these bonds to, absent
extraordinary growth, deplete their liquidity and debt service
reserve funds," said Standard & Poor's credit analyst Le T. Quach.

"The outlook on the series 2008A and 2008B bonds is stable based
on our expectation of adequate coverage of the respective liens,"
S&P said.


OVERSEAS SHIPHOLDING: Shuman Files Class Action Lawsuit
-------------------------------------------------------
The Shuman Law Firm disclosed that a lawsuit seeking class action
status has been filed in the United States District Court for the
Southern District of New York on behalf of purchasers of Overseas
Shipholding Group, Inc. between May 4, 2009 and Oct. 19, 2012,
inclusive.

For queries, contact:

      Kip B. Shuman, Esq.
      Rusty E. Glenn, Esq.
      The Shuman Law Firm
      Tel: (866) 974-8626
      E-mail: kip@shumanlawfirm.com
              rusty@shumanlawfirm.com

The Complaint alleges that the Company and certain of its
executive officers made false and/or misleading statements and/or
failed to disclose that: (1) the Company improperly accounted for
certain tax liabilities; (2) as a result, the Company's financial
results were misstated during the Class Period; (3) the Company
lacked adequate internal and financial controls; (4) as a result,
the defendants' statements during the Class Period were materially
false and misleading; and (5) as a result of the foregoing, the
defendants' positive statements about OSG's financial performance,
well-being and prospects lacked a reasonable basis.

On Oct. 22, 2012 the Company filed a Form 8-K with the Securities
and Exchange Commission disclosing that on Oct. 19, 2012 "the
Audit Committee of the Board of Directors of the Company, on the
recommendation of management, concluded that the Company's
previously issued financial statements for at least the three
years ended Dec. 31, 2011 and associated interim periods, and for
the fiscal quarters ended March 31 and June 30, 2012, should no
longer be relied upon."  The Form 8-K further stated that the
Company is reviewing whether a restatement of those financial
statements may be required and "evaluating its strategic options,
including the potential voluntary filing of a petition for relief
to reorganize under Chapter 11 of the Bankruptcy Code."

Members of the proposed class may request with the Court an
appointment as lead plaintiff of the class no later Dec. 26, 2012.
A lead plaintiff is a class member that acts on behalf of other
class members in directing the litigation.

The Shuman Law Firm represents investors throughout the nation,
concentrating its practice in securities class actions and
derivative litigation.

                   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.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

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.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


PENINSULA GAMING: S&P Lowers Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Peninsula Gaming LLC to 'B' from 'B+' and removed it
from CreditWatch, where it was placed with negative implications
on May 17, 2012, following the announcement that Boyd had entered
into an agreement to acquire Peninsula. "We subsequently withdrew
our corporate credit rating on Peninsula Gaming LLC, because it
now is an indirect, wholly owned subsidiary of Boyd Gaming Corp.,"
S&P said

"At the same time, we assigned issue-level and recovery ratings to
Peninsula's new $875 million credit facilities, consisting of a
$50 million priority revolving credit facility and an $825 million
term loan, both due Nov. 17, 2017," said Standard & Poor's credit
analyst Melissa Long. "We assigned the revolver our issue-level
rating of 'BB-' (two notches higher than our 'B' corporate credit
rating on Boyd Gaming Corp.) and our recovery rating of '1',
indicating our expectation of very high (90% to 100%) recovery for
lenders in the event of a payment default. We assigned the term
loan our issue-level rating of 'B+' (one notch higher than the
corporate credit rating) and a recovery rating of '2', indicating
our expectation of substantial (70% to 90%) recovery for lenders
in the event of a default. Our rating assignment follows the
concurrent closing of the company's new credit facility with the
acquisition and our review of final documentation."

"We also affirmed our 'B' corporate credit rating on Boyd Gaming
Corp. The rating outlook is stable," S&P said.

The corporate credit rating on Boyd reflects S&P's assessment of
the company's financial risk profile as "highly leveraged" and its
business risk profile as "fair," according to its rating criteria.


PERRY INVESTMENT: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Perry Investment Group, LLC
        P.O. Box 958
        Bluefield, WV 24701

Bankruptcy Case No.: 12-10164

Chapter 11 Petition Date: December 12, 2012

Court: United States Bankruptcy Court
       Southern District of West Virginia (Bluefield)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Marshall C. Spradling, Esq.
                  CALDWELL & RIFFEE
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  E-mail: joecaldwell@frontier.com
                          marshall@spradlinglaw.net

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

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

A copy of the Company's list of its two unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wvsb12-10164.pdf

The petition was signed by Ward B. Perry, member.


PHOENIX COMPANIES: A.M. Best Puts 'bb-' ICR on Review
-----------------------------------------------------
A.M. Best Co. has placed under review with negative implications
the financial strength rating (FSR) of B+ (Good) and issuer credit
ratings (ICR) of "bbb-" of the insurance subsidiaries of The
Phoenix Companies, Inc. (Phoenix) (headquartered in Hartford, CT)
[NYSE: PNX].  In addition, A.M. Best has placed under review with
negative implications the ICR of "bb-" of Phoenix, as well as all
the debt ratings on the outstanding securities issued by the
group.  (See below for a detailed listing of the companies and
ratings.)

The rating actions follow the announcement that Phoenix is seeking
consent from the bondholders to waive the indenture's requirement
to furnish timely financials to the trustee on its 7.45% Quarterly
Interest Bonds due 2032.  Phoenix will need consent from a
majority of the bondholders in order to successfully extend the
date on this requirement for the filing of third quarter 2012
financial statements.  As previously announced on November 8,
2012, Phoenix declared it was postponing the release of its third
quarter 2012 financial statements due to a restatement of its
financial results.  The company intends to file this report prior
to the timely filing of its year-end 2012 Form 10-K, which has a
deadline of March 18, 2013.

Phoenix is seeking to remedy this reporting covenant violation
through the amendment to the indenture.  Within the next 10 days,
Phoenix plans to make available to its bondholders a Consent
Solicitation Statement and begin outreach to the bondholders for
their consent to the amendment.  Phoenix's 7.45% Quarterly
Interest Bonds, with approximately $253 million outstanding, are a
retail issue sold in $25 increments.  They currently trade near
par.

The under review status reflects A.M. Best's concerns as to the
uncertainty of achieving a successful outcome to the waiver
process.  A. M. Best believes Phoenix has a credible contingency
strategy in place if needed, but one which significantly reduces
an already limited financial flexibility.  Although the current
operating performance of its insurance subsidiaries is profitable,
A. M. Best believes they will be materially impacted by an
inability of Phoenix to obtain the necessary waiver.

The ratings are likely to remain under review pending the
completion of the waiver process and the filing of the year-end
2012 Form 10-K.

The FSR of B+ (Good) and ICRs of "bbb-" have been placed under
review with negative implications for the following subsidiaries
of The Phoenix Companies, Inc.:

-- Phoenix Life Insurance Company
-- PHL Variable Insurance Company
-- Phoenix Life and Annuity Company
-- American Phoenix Life and Reassurance Company

The following debt ratings have been placed under review with
negative implications:

The Phoenix Companies, Inc.

-- "bb-" on $300 million 7.45% senior unsecured notes, due 2032

Phoenix Life Insurance Company

-- "bb" on $175 million 7.15% surplus notes, due 2034


PLANDAI BIOTECHNOLOGY: Michael Cronin Quits as Accountant
---------------------------------------------------------
Plandai Biotechnology, Inc.'s Board of Directors, acting through
the Chief Executive Officer, Roger Duffield, accepted the
resignation of Michael F. Cronin, CPA, from his engagement to be
the independent certifying accountant for the Company.  Mr. Cronin
is pursuing a career in the private sector.

The reports of Michael F. Cronin, CPA, on the Company's financial
statements for the fiscal year ended June 30, 2012, did not
contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles, except that it included an emphasis paragraph on the
substantial doubt about the Company's ability to continue as a
going concern as of a result of the Company having suffered
recurring losses from operations.

On Dec. 3, 2012, the Company engaged Patrick Rodger, CPA, P.A., as
the Company's independent accountant to audit the Company's
financial statements and to perform reviews of interim financial
statements.  During the fiscal years ended June 30, 2012, and
March 31, 2011, through Dec. 3, 2012, neither the Company nor
anyone acting on its behalf consulted with Patrick Rodger, CPA,
P.A., regarding (i) either the application of any accounting
principles to a specific completed or contemplated transaction of
the Company, or the type of audit opinion that might be rendered
by Patrick Rodger, CPA, P.A., on the Company's financial
statements; or (ii) any matter that was either the subject of a
disagreement with Michael F. Cronin, CPA or a reportable event
with respect to Michael F. Cronin, CPA.

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

The Company's balance sheet at Sept. 30, 2012, showed $7.3 million
in total assets, $8.0 million in total liabilities, and a
stockholders' deficit of $709,235.

As reported in the TCR on Oct. 22, 2012, Michael F. Cronin CPA
expressed substantial doubt about Plandai's ability to continue as
a going concern in his report on the Company's June 30, 2012,
financial statements.  Mr. Cronin noted that the Company has
incurred a $3.7 million loss from operations, consumed $700,000 of
cash due to its operating activities, and may not have adequate
readily available resources to fund operations through June 30,
2013.


PRECISION OPTICS: Amends 5.7 Million Common Shares Prospectus
-------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission a first amendment to the Form S-1
registration statement relating to the sale or other disposition
of up to 5,730,547 shares of the Company's common stock and shares
underlying warrants by selling stockholders.

The Company is not selling any securities in this offering and
therefore will not receive any proceeds from this offering.  The
Company may receive proceeds from the possible future exercise of
warrants.  All costs associated with this registration will be
borne by the Company.

The Company's common stock is quoted on the OTCQB under the symbol
"PEYE."  On Nov. 29, 2012, the last reported sale price of the
Company's common stock on the OTCQB was $1.16 per share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/j1clWu

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported net income of $960,972 on $2.15 million of
revenue for the year ended June 30, 2012, compared with a net loss
of $1.05 million on $2.24 million of revenue during the prior
fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed
$3.38 million in total assets, $984,227 in total liabilities, all
current, and $2.40 million in total stockholders' equity.


PRESSURE BIOSCIENCES: Appoints C. Mir as Chief Financial Officer
----------------------------------------------------------------
Pressure BioSciences, Inc., announced that Mr. Conrad F. Mir has
joined the Company as its chief financial officer, effective
Dec. 5, 2012.

Mr. Mir has over 20 years experience in investment banking,
financial structuring, and corporate reengineering.  He has served
in various executive management roles and on the Board of
Directors of several companies in the biotechnology industry.
Most recently, Mr. Mir was chairman and CEO of Genetic Immunity,
Inc. (GI), a plasmid, DNA company in the HIV space.  Prior to GI,
Mr. Mir served as executive director of Advaxis, Inc., a vaccine
company.  During his tenure at GI and Advaxis, Mr. Mir was
responsible for raising nearly $40 million in growth capital and
broadening corporate reach to new investors and current
shareholders.

"I look forward to being a part of the management team at Pressure
BioSciences," said Mr. Mir.  "It is my intent to help develop and
implement a sustainable fiscal road map that can increase
shareholder value by supporting continued growth, particularly in
the marketing and sales area.  I am grateful for the opportunity
to help define the Company's future."

Mr. Richard T. Schumacher, President and CEO of PBI, commented:
"During 2012, we implemented an aggressive commercialization
program for PCT that included, among other things, an increase in
international sales and distribution coverage from three to over
twenty countries.  In addition, last month Cole Parmer, a Thermo
Fisher Company, the world leader in serving science, announced
they will distribute our PBI Shredder SG3 System."

Mr. Schumacher continued, "We recently announced record PCT
product sales and believe our new commercialization program was
integral to this achievement.  Going forward, we need to ensure
that we properly finance this initiative.  This is currently our
biggest concern; it is also one of Conrad's best strengths.  He
has proven over the past few years that he has the ability to
raise significant funds for small, developing companies in a smart
and timely way.  Soon I believe that all stakeholders in PBI will
come to understand just how fortunate we are to have Conrad join
us as our new CFO."

Prior to GI and Advaxis, Mr. Mir worked for several investment
banks including Sanford C. Bernstein, First Liberty Investment
Group, and Nomura Securities International.  He holds a BA/BS in
Economics and English with special concentrations in Mathematics
and Physics from New York University.  He is a classically trained
pianist and teacher, and a student of martial arts.  He is married
with two children, the alumni council chairman of Tau Kappa
Epsilon fraternity - Tau Alpha chapter (NYU), and a member of
NIRI.

                     About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

As reported in the TCR on March 2, 2012, Marcum LLP, in Boston,
Massachusetts, expressed substantial doubt about Pressure
Biosciences' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has had recurring net
losses and continues to experience negative cash flows from
operations.

The Company's balance sheet at Sept. 30, 2012, showed
$1.91 million in total assets, $2.64 million in total liabilities
and a $730,839 total stockholders' deficit.


R&A PETROLEUM: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: R&A Petroleum LLC
        1716 So. Main Street
        Clearfield, UT 84015

Bankruptcy Case No.: 12-35509

Chapter 11 Petition Date: December 12, 2012

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Russell S. Walker, Esq.
                  WOODBURY & KESLER
                  265 East 100 South, Suite 300
                  Salt Lake City, UT 84111
                  Tel: (801) 364-1100
                  Fax: (801) 359-2320
                  E-mail: rwalker@wklawpc.com

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

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

A copy of the Company's list of its three unsecured creditors is
available for free at http://bankrupt.com/misc/utb12-35509.pdf

The petition was signed by Arshi Singh, member.


RESIDENTIAL CAPITAL: Wants Lease Decision Deadline Extended
-----------------------------------------------------------
Residential Capital LLC and its affiliates and their professionals
have spent time and effort on a multitude of critical matters,
including conducting auction sales of their assets, and these
efforts, according to Gary S. Lee, Esq., at Morrison & Foerster
LLP, in New York, have required significant time commitments from
the Debtors and their professionals.

To make informed decisions regarding whether to assume or reject
each of the Debtors' unexpired leases, the Debtors require more
time to adequately evaluate the potential value of each of the
Leases in the context of their restructuring efforts.  In
addition, the purchasers of the Debtors' assets are still
determining which Leases they intend to acquire as necessary to
continue the Debtors' mortgage loan origination and servicing
business.

Rather than prematurely assume certain Leases or risk inadvertent
rejection of the Leases, the Debtors have contacted certain of
the Lease counterparties requesting an extension of the
assumption or rejection date for each of the Leases.  The Debtors
tell the Court that they have received consents from certain
Lease counterparties to further extend the Assumption/Rejection
Date for the Leases.

Accordingly, the Debtors ask the Court to further extend their
lease decision deadline to the date agreed upon with the Lease
Counterparties.

                     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: Drennen, et al., Seek to Certify Class Claim
-----------------------------------------------------------------
Rowena Drennen, Flora Gaskin, Roger Turner, Christie Turner, John
Picard, and Rebecca Picard, on behalf of themselves and all
others similarly situated and the general public including,
without limitation, the putative class of persons represented in
the consolidated class action entitled In Re: Community Bank of
Northern Virginia Second Mortgage Lending Practice Litigation,
filed in the United States District Court for the Western
District of Pennsylvania, MDL No. 1674, Case Nos. 03-0425, 02-
01201, 05-0688, 05-1386, ask the U.S. Bankruptcy Court for the
Southern District of New York to enter an order authorizing the
application of Rule 7023 of the Federal Rules of Bankruptcy
Procedure to any contested matters associated with or arising out
of any of the claims asserted against GMAC-Residential Funding
Corporation, n/k/a Residential Funding Company, LLC, and other
Debtors pursuant to the class proofs of claim filed by the Class
Claimants in the Debtors' Chapter 11 cases.

The Class Claimants have filed a proof of claim against RFC on
behalf of the Putative Class.  The Claim asserts:

   -- violations of the Real Estate Settlement Procedures Act
      ("RESPA") for kickbacks, unearned fees and impermissible
      business relationships;

   -- violations of the Truth in Lending Act ("TILA") and the
      Home Ownership and Equity Protection Act ("HOEPA") for
      inaccurate and understated material disclosures;

   -- violations of other disclosure and substantive requirements
      of TILA and HOEPA; and

   -- violations of the Racketeer Influenced and Corrupt
      Organizations Act ("RICO") for racketeering activities used
      to perpetuate and further a predatory lending scheme.

The Class Claimants also filed a Proof of Claim against RFC's
immediate and ultimate Debtor parents -- respectively, GMAC-RFC
Holding Company, LLC and Residential Capital, LLC -- on an alter
ego and veil piercing theory.

The Class Claimants estimate that the damages for which RFC and
other Debtors are liable on the claims total at least $1.87
billion.

The Class Claimants are represented by:

         Daniel J. Flanigan, Esq.
         POLSINELLI SHUGHART PC
         805 Third Avenue, Suite 2020
         New York, NY 10022
         Tel: (212) 684-0199
         Fax: (212) 759-8290
         Email: dflanigan@polsinelli.com

             - and -

         David M. Skeens, Esq.
         WALTERS, BENDER, STROHBEHN & VAUGHAN, PC
         2500 City Center Square
         1100 Main
         Kansas City, MO 64105
         Tel: (816) 421-6620
         Fax: (816) 421-4747
         Email: dskeens@wbsvlaw.com

             - and -

         R. Bruce Carlson, Esq.
         CARLSON LYNCH LTD.
         115 Federal Street, Suite 210
         Pittsburgh, PA 15212
         Tel: (412) 322-9243
         Fax: (412) 231-0246
         Email: bcarlson@carlsonlynch.com

                              Objections

Drennen, et al., according to the Debtors, are trying for a third
time to achieve what has eluded proponents of class certification
against RFC during the past 11 years -- certification of a class
of more than 44,000 individuals residing across the country.  The
claims at issue relate to the lending practices of two non-debtor
banks, Community Bank of Northern Virginia and Guaranty National
Bank of Tallahassee and the relationship of these two banks with
the "Shumway/Bapst Organization" in making second mortgage loans.

RFC is named as a defendant because it purchased many of those
loans and thus allegedly funded the Shumway/Bapst Organization.
These claims have been in litigation in one form or another for
over 11 years, and prior settlement approvals have been twice
reversed on appeal by the U.S. Court of Appeals for the Third
Circuit.  Notwithstanding that lengthy history, to date, no
certified class exists and little discovery has taken place on
the issue of certification, much less on the merits of the
claimants' allegations.

The Debtors argue that the Bankruptcy Court should not exercise
its discretion under Rule 9014 to apply Rule 7023 to the contested
matter because:

   (a) the Putative Class was not certified as a class
       prepetition,

   (b) the putative class members received sufficient notice of
       the bar date and should have been on notice that they
       could not rely on class representation, and

   (c) the benefits and costs of class litigation are far
       outweighed by the efficiencies created by the bankruptcy
       claims resolution process.

The Debtors further argue that the Movants have failed to satisfy
the requirements for class certification pursuant to Rule 23 of
the Federal Rules of Civil Procedure due to the absence of
competent evidence sufficient to carry their burden of proof.

For the reasons stated, the Debtors ask the Court to deny the
Movants' request.

PNC Bank, N.A., reserves its right to object to any request for
class certification in the multi-district litigation filed in the
Western District of Pennsylvania under the caption, In re
Community Bank of Northern Virginia Second Mortgage Lending
Practice Litigation, MDL No. 1674, Case Nos. 03-0425, 02-01201,
05-0688, 051386.

                     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: AIG Asset, et al., Object to RMBS Settlement
-----------------------------------------------------------------
AIG Asset Management (U.S.), LLC, and its affiliates and other
several other investors holding residential mortgage-backed
securities marketed by debtors Residential Capital LLC and its
affiliates have concerns regarding the Debtors' motion for
approval of a compromise and settlement of an allowed claim of up
to $8.7 billion against certain Debtors to be offered to and
allocated amongst certain securitization trusts.

AIG Asset, et al., take no position on the merits of the RMBS
Trust Settlement Motion -- whether the Allowed Claim amount is a
defensible amount, or whether it is appropriate or even legal
under the relevant Governing Documents for part of its value to be
shifted from certificate holders to a group of attorneys.  The
Investors, however, assert that approval of the settlement may,
without clarification, severely prejudice the ability of creditors
like them to ensure that at the plan confirmation stage, they and
other similarly situated creditors are provided fair and equal
treatment.

In order to address their concerns, the Investors suggest that
the Court needs to expressly provide in any order approving the
RMBS Trust Settlement Motion that any Allowed Claim is not deemed
to be an unsubordinated claim or that any such determination is
without prejudice to later challenges, and that all arguments as
to the classification and treatment of any Allowed Claim as
compared to any other claims are fully reserved, without
prejudice.  Those provisions would do no violence to the merits
of the settlement, but would ensure that, through this
settlement, the Debtors do not improperly prejudice parties in
later plan confirmation stages, the Investors further assert.

Amherst Advisory & Management, LLC, acting in its capacity as
investment manager for holders of trust certificates issued by
RALI Series 2006-QO7 Trust, objects to the proposed settlement
complaining that the documents provide little information as to
method of allowing the Allowed Claim among the settling trusts.
The "agreed-upon formulation" guiding allocation consists of
retaining a third-party professional and providing that
professional with unfettered discretion to estimate the Trusts'
relative net losses, Amherst specifies.

Amherst is represented by:

         David M. Feldman, Esq.
         Joshua P. Weisser, Esq.
         GIBSON, DUNN & CRUTCHER LLP
         200 Park Avenue
         New York, NY 10166-0193
         Tel: (212) 351-4000 FREE
         Fax: (212) 351-4035
         Email: dfeldman@gibsondunn.com
                jweisser@gibsondunn.com

New Jersey Carpenters Health Fund, the court-appointed lead
plaintiff in the consolidated securities class action styled as
New Jersey Carpenters Health Fund, et als., on Behalf of
Themselves and All Others Similarly Situated v. Residential
Capital, LLC, et als., filed in the United States District Court
for the Southern District of New York, Case No. 08-CV-8781 (HB),
reserves its rights as to the ultimate appropriate distribution
under any plan of reorganization or liquidation filed by the
Debtors, as well as the classification and treatment of its
claims.  The Lead Plaintiff asserts that any order approving the
RMBS Trust settlement should affirmatively and expressly carve
out from any and all releases provided in the RMBS Trust
Settlement all of its claims asserted or assertable against any
Debtors or non-Debtors.

Union Central Life Insurance Company, Ameritas Life Insurance
Corp., and Acacia Life Insurance Company, plaintiffs in the civil
action styled as Union Cent. Life Ins. Co. et al. v. Credit
Suisse First Boston Mortg. Sec. Corp. et al., pending in the
United States District Court for the Southern District of New
York, Case No. 11-CV-2890 (GBD) and Cambridge Place Investment
Management Inc., plaintiff in the civil actions styled as
Cambridge Place Investment Management Inc. v. Morgan Stanley &
Co., Inc., et al., pending in the Superior Court of
Massachusetts, Case Nos. 10-2741-BLS1 and 1-0555-BLS1, join in
New Jersey Carpenters' objection.

Triaxx Prime CDO 2006-1, LLC, Triaxx Prime CDO 2006-2, LLC, and
Triaxx Prime CDO 2007-1, LLC, which hold certificates issued by
20 Trusts, complain that the proposed settlement is faulty
because it treats losses as proxy for representation and warranty
claims, and assumes that the losses in all Trusts are equally
likely to correlate to variable R&W claims.  The losses in some
Trusts are much more likely to give rise to R&W Claims than
others, Triaxx asserts.  Triaxx also objects to the Allocation
Formula specifically rather than the amount of the Allowed Claim.
The Allocation Formula should be revised to take into account the
relative likelihood of viable R&W Claims, based on (a) the types
of Loans held by the Trusts and (b) the representations and
warranties applicable thereto, Triaxx further asserts.

The hearing on the approval of the proposed RMBS Trust Settlement
has been further moved to March 18, 2013.

                     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).


REVSTONE INDUSTRIES: Amends List of Largest Unsecured Creditors
---------------------------------------------------------------
Revstone Industries LLC has filed with the Bankruptcy Court an
amended list of creditors holding the 20 largest unsecured claims,
disclosing:

     Name of Creditors        Nature of Claim     Claim Amount
     -----------------        ---------------     ------------
Boston Finance Group LLC      Loan                 $20,958,834
c/o Craig Neckers
Smith Haughey Rice & Roegge
101 N. Park St., Ste. 100
Traverse City, MI 49684
Tel: 231-929-4878
Fax: 231-929-4182

Schoeller Arca Systems Inc.   Trade                $10,000,000
c/o Suann Trimmer
Dawda, Mann, Mulcahy & Sadler PLC
39533 Woodlawn Ave., Suite 200
Bloomfield Hills, MI 48304
Tel: 248-642-3700
Fax: 248-642-7791

GE CF Mexico, S.A. De C.V.    Trade                 $8,800,000
c/o Antonio Dovali Jaime
No. 70 Piso 5
Colonia Santa Fe
01210 Mexico D.F., Mexico
Tel: 011 52 55 5257-6400
Fax: 011 52 55 5257-9580

Additional contact:
Alfredo Espino
E-mail: Alfredo.Espino@gemmc.ge.com

RI SPC                        Trade                 $8,524,145
c/o David Bartholomew
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110
Tel: 617-951-8592
Fax: 617-951-8736

JMP Industries Inc.           Loan                  $8,000,000
c/o Shusheng Wang
Miller, Canfield, Paddock
& Stone PLC
840 West Long Lake Road
Suite 200
Troy, MI 48098
Tel: 248-267-3353
Fax: 248-879-2001

Jeffrey Owens &               Trade                 $3,271,623
Palm Marketing
c/o Jeffrey Owen
E-mail:
Jeffrey.owen@palmplastics.com

Comvest Capital II, L.P.      Trade                 $2,600,000
c/o Jonathan Cooper
Goldberg Kohn Ltd.
55 East Monroe Street
Suite 3300
Chicago, IL 60603
Tel: 312-201-3980
Fax: 312-863-7480

Dexter Foundry, Inc.          Loan                  $1,850,000
c/o Craig R. Foss
Foss Kuiken & Cochran P.C.
100 E. Burlington Ave.
First National Bank
Building, Ste. 201
P.O. Box 30
Fairfield, IA 52556
Tel: 641-472-3129
Fax: 641-472-9423

Patrick O'Mara                Loan                  $1,400,000
c/o Scott R. Murphy
Barnes & Thornburg LLP
171 Monroe Ave., NW, Ste 1000
Grand Rapids, MI 49503
Tel: 616-742-3930
Fax: 616-742-3999

Thule Holdings Inc.           Trade                 $1,000,000
Thule Towing Systems LLC
c/o Mark Schnitzler
Ivey, Barnum & O'Mara LLC
170 Mason Street
Greenwich, CT 06830
Tel: 203-661-6000
Fax: 203-661-4962

Nexteer                       Trade                   $841,359
c/o Dante Benedettini
3900 East Holland Road
Saginaw, MI 48601
Tel: 989-798-1342

Kerry Capital                 Trade                   $722,600
c/o Tom Janes
Two Liberty Square
10th Floor
Boston, MA 02109
Tel: 617-723-2620
E-mail: tjanes@kerrycapital.com

Phare Capital                 Trade                   $710,000
c/o Liz Varley Camp
9 West 57th Street
26th Floor
New York, NY 10019
Tel: 212-845-9898

Cabot-TX1L01 LP               Trade                   $669,123
c/o Cabot Properties Inc.
One Beacon Street, 17th Flr
Boston, MA 02108
Tel: 617-723-7400
Fax: 617-723-4200

General Motors                Trade                   $618,182
c/o Tricia Sherrick
Honingman Miller Schwartz
and Cohn LLP
2290 First National Bldg
660 Woodward Avenue
Detroit, MI 48226
Tel: 313-465-7662
Fax: 313-465-7663

SG Equipment Finance          Trade                   $593,242
  USA Corp.
c/o Kevin M. Chudler &
  Associates
26211 Central Park Blvd.
Suite 211
Southfield, MI 48076
Tel: 248-212-8585
Fax: 201-839-1111

  - and -

c/o Michael Tsang
The Tsang Law Firm P.C.
40 Wall Street, 26th Flr
New York, NY 10005
Tel: 212-227-2246
Fax: 212-227-2265

SAPA Group                    Trade                   $547,738
Jeff Day
8550 W. Bryn Mawr Ave.
10th Floor
Chicago, IL 60031
Tel: 773-380-6315
Fax: 773-380-4080

Loeb Financial Services LLC   Trade                   $538,318
James Newman
4131 S. State Street
Chicago, IL 60609
Tel: 773-548-4131
Fax: 773-548-2608

Native American Logistics     Trade                   $378,073
   Worldwide LLC
c/o Kevin N. Summers
Dean & Fulkerson
801 W. Big Beaver Road
Suite 500
Troy, MI 48084
Tel: 248-362-1300
Fax: 248-362-1358

StormHarbour Securities LP    Trade                   $375,000
c/o Putney Twombley Hall
  & Hirson LLP
521 Fifth Avenue
New York, NY 10175
Tel: 212-682-0020
Fax: 212-682-9380

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Lawyers at Richards, Layton & Finger, P.A.,
serve as the Debtor's counsel.  In its petition, Revstone
estimated under $50 million in assets and debts.


ROSETTA GENOMICS: Says Going Concern Doubt No Longer Exist
----------------------------------------------------------
Rosetta Genomics Ltd. has restated its consolidated financial
statements as of Dec. 31, 2011, to reflect that the conditions
that raised substantial doubt about whether the Company would
continue as a going concern no longer exist.  The restated
consolidated financial statements are being filed in connection
with a new shelf Registration Statement on Form F-3 that the
Company filed to replace its previous shelf Registration Statement
on Form F-3 that expired pursuant to the SEC's rules in November
2012.

Since the date of completion of the Company's audit of the
accompanying financial statements and initial issuance of its
report thereon dated April 2, 2012, which report contained an
explanatory paragraph regarding the Company's ability to continue
as a going concern, the Company has completed several rounds of
issuances of its ordinary shares resulting in aggregate net
proceeds of $37,945.  Therefore, the conditions that raised
substantial doubt about whether the Company will continue as a
going concern no longer exist.

A copy of the amended Annual Report is available for free at:

                        http://is.gd/G0azl7

                Offering $75MM Worth of Securities

Rosetta filed with the SEC a Form F-3 prospects relating to the
offer and sale of up to $75,000,000 aggregate dollar amount of
ordinary shares, debt securities, warrants and units.  The Company
will specify in one or more prospectus supplements the terms of
the securities to be offered and sold.

The Company may sell these securities to or through underwriters
or dealers and also to other purchasers or through agents.

The Company's ordinary shares are currently listed on The NASDAQ
Capital Market under the symbol "ROSG."  On Dec. 6, 2012, the last
reported sale price of the Company's ordinary shares was $4.51 per
share.  As of Dec. 7, 2012, the aggregate market value of the
Company's outstanding ordinary shares held by non-affiliates was
approximately $50,644,183, based on 9,096,548 shares of
outstanding common stock, of which 9,092,313 shares were held by
non-affiliates, and a per share price of $5.57 based on the
closing sale price of the Company's ordinary shares on Oct. 17,
2012.

The Company has offered securities with an aggregate market value
of approximately $10,152,882, consisting of (1) 540,000 ordinary
shares we offered and sold in April 2012 at a public offering
price of $2.55 per share, (2) 632,057 ordinary shares the Company
offered and sold in May 2012 at a public offering price of $3.50
per share, and (3) 570,755 ordinary shares the Company offered and
sold in May 2012 at a public offering price of $11.50 per share.

A copy of the Form F-3 is available for free at:

                        http://is.gd/BzpXBh

                           About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

The Company reported a net loss after discontinued operations of
$8.83 million in 2011, compared with a net loss after discontinued
operations of $14.76 million in 2010.

The Company's balance sheet at June 30, 2012, showed $7.67 million
in total assets, $3.95 million in total liabilities and $3.71
million in total shareholders' equity.


SAINT PETER'S HOSPITAL: S&P Cuts Rating on $165MM Bonds to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB-' on $165.6 million series 2011 and 2007 bonds issued by
the New Jersey Health Care Facilities Financing Authority for
Saint Peter's University Hospital.

"The rating action reflects our assessment of the hospital's
unexpectedly weak year-to-date financial results due to
significant volume declines," said Standard & Poor's credit
analyst Cynthia Keller. "Although there have been changes made in
an effort to reverse the volume, we believe the rebound could
be slow as there is ample competition in the service area," said
Ms. Keller.

"Although the 2012 loss followed a profitable year, the
organization has an inconsistent earnings trend and while the
balance sheet is generally consistent with an investment-grade
rating, it is not sufficiently strong to compensate for the
persistent operating losses," according to Standard & Poor's.

The 'BB+' rating reflects Standard & Poor's view of Saint Peter's:

    Weak debt service coverage, cash flow, and margins to date in
    2012;

    Significant volume declines in 2012;

    Ample competition in the service area; and

    Receipt of charity care and hospital relief funding, and
    although state support has been very stable, reliance on these
    funds for profitability is a credit risk.

A lower rating is precluded by Saint Peter's;

    Improved cash and investment balances;

    Conservative all fixed-rate bonds;

    Favorable location in 'A+' rated New Brunswick and 'AAA' rated

    Middlesex County; and

    Revenue diversity from acute care and long-term-care
    operations.

"The stable outlook reflects that it is unlikely Standard & Poor's
will lower the rating within the one-year horizon covered by the
outlook period, and that the uncertainty about whether
management's strategy will be successful in rebuilding volumes is
inherent in this lower rating. A return to profitable operations
sufficient to generate a multiyear record of 2x debt service
coverage is necessary before Standard & Poor's could consider a
positive outlook or higher rating. Furthermore, the balance sheet
must remain stable, with no material additional debt issuance or
decline in unrestricted reserves. The state's record of subsidy
support is also an important rating consideration," according to
Standard & Poor's.


SECUREALERT INC: Gary Shelton, et al., Repurchase MMS
-----------------------------------------------------
SecureAlert, Inc., entered into a Stock Purchase Agreement with
Gary Shelton, Larry Gardner and Sue Gardner (the "Buyers") whereby
the Buyers purchased all of the issued and outstanding capital
stock of Midwest Monitoring & Surveillance, Inc., a wholly-owned
subsidiary of the Company.  The Agreement is effective as of Oct.
1, 2012.

On Dec. 1, 2007, SecureAlert entered into a stock purchase
agreement to purchase MMS from the Buyers.  Under the terms of the
Original Transfer Agreement the Company currently owed the Buyers
$300,000 plus a percentage of future revenue, estimated to be
approximately $350,000, for a total of $650,000.  The Buyers have
agreed to repurchase MMS from the Company on terms contained in
the Agreement.

The purchase price payable by the Buyers to the Company under the
Agreement is equal to all sums owed or potentially owed by the
Company to the Buyers as of the effective date of the transaction
(Oct. 1, 2012).  Specifically, the Company's obligation for
payment under the Original Transfer Agreement, as amended, as well
as any ancillary document entered into by the Registrant and the
Sellers, including employment agreements, promissory notes, and
amendments to the Original Transfer Agreement, plus $100,000 in
cash, currently held as security for the performance bond known as
the "Moose Lake Bond."  The payment of the cash portion of the
purchase price under the Agreement is evidenced by a promissory
note made by MMS in favor of the Company in the principal amount
of $100,000.

Pursuant to the Agreement, the parties also entered into a mutual
release of all claims related to past transactions and the
business relationship between the Company and the Buyers.

A copy of the Stock Purchase Agreement is available at:

                        http://is.gd/rNY3jS

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

In the auditors' report accompanying the consolidated financial
statements for the fiscal year ended Sept. 30, 2011, the Company's
independent auditors expressed substantial doubt about the
Company's ability to continue as a going concern.  Hansen, Barnett
& Maxwell, P.C., in Salt Lake City, Utah, noted that the Company
has incurred losses, negative cash flows from operating activities
and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed
$22.73 million in total assets, $9.51 million in total
liabilities, and $13.21 million in total equity.


SECUREALERT INC: Has $16.6 Million Loan Agreement With Sapinda
--------------------------------------------------------------
SecureAlert, Inc., entered into a Loan and Security Agreement with
Sapinda Asia Limited whereby Sapinda will loan the Company
$16,640,000.  The Loan will accrue interest at 8% per annum and is
subject to an origination fee of $640,000.  The proceeds of the
Loan will be used to repurchase a royalty on revenue of the
Company held by Borinquen Container Corporation, and for general
corporate purposes.  Sapinda previously advanced to the Company
Loan proceeds of $2,060,550.  Additionally, Sapinda will advance
$1,000,000 of the Loan principal to the Company two business days
after execution of the Loan Agreement and an additional $2,200,024
will be advanced to the Company on or before Dec. 17, 2012; these
amounts will be used for general corporate purposes.  The
remainder of the Loan principal, $10,739,426, will be used to
repurchase the Royalty.  The Loan will be due on June 17, 2014.

Sapinda will have the right to convert the Loan and accrued
interest into common stock of the Company at a rate of $0.0225 per
share, after March 1, 2013.  The Loan is secured by all of the
intellectual property and other assets of the Company and by the
Royalty.  In the event of a default by the Company, Sapinda will
have the right to purchase the Royalty from the Company by
reducing the outstanding principal of the Loan in the amount of
$10,739,426.

Sapinda has previously advanced $2,000,000 under the Loan to
Borinquen Container Corporation which will be credited against the
purchase of the Royalty.

A copy of the Loan and Security Agreement is available at:

                        http://is.gd/qWD3TH

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

In the auditors' report accompanying the consolidated financial
statements for the fiscal year ended Sept. 30, 2011, the Company's
independent auditors expressed substantial doubt about the
Company's ability to continue as a going concern.  Hansen, Barnett
& Maxwell, P.C., in Salt Lake City, Utah, noted that the Company
has incurred losses, negative cash flows from operating activities
and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed
$22.73 million in total assets, $9.51 million in total
liabilities, and $13.21 million in total equity.


SHERIDAN GROUP: George Whaling Retires from Board of Directors
--------------------------------------------------------------
George A. Whaling informed The Sheridan Group, Inc., of his
retirement as a member of the Board of Directors of the Company,
effective Dec. 5, 2012.  There were no disagreements between him
and the Company or any officer or director of the Company.

                     About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

The Company reported a net loss of $8.96 million in 2011, compared
with a net loss of $5.94 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$206.51 million in total assets, $177.24 million in total
liabilities, and $29.27 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Sept. 16, 2011, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hunt
Valley, Md.-based printing company The Sheridan Group Inc. to
'CCC+' from 'B-'.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."

In the April 2, 2011, edition of the TCR, Moody's Investors
Service lowered the corporate family and probability of default
ratings for The Sheridan Group, Inc., to B3 from B2 and to Caa1
from B3, respectively.   Moody's believes that Sheridan will be
able to service its debt, but the proposed capital structure
affords the company with minimal ability to reduce leverage given
expectations for modest free cash flow available for debt
reduction and weak growth prospects.


SHREEJI OIL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Shreeji Oil Inc.
          dba Stop 24 Mart
        700 S. Main
        Creve Coeur, IL 61610

Bankruptcy Case No.: 12-82690

Chapter 11 Petition Date: December 11, 2012

Court: U.S. Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Sumner Bourne, Esq.
                  RAFOOL, BOURNE & SHELBY, P.C.
                  411 Hamilton Boulevard, #1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535
                  E-mail: sbnotice@mtco.com

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

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

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

The petition was signed by Pranav Patel, manager/director.


SIRIUS XM: Moody's Lowers PDR to 'B1'; Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded Sirius XM Radio Inc.'s
Speculative Grade Liquidity (SGL) Rating to SGL -- 1 from SGL -- 2
to reflect improved liquidity given the company's new $1.25
billion senior secured revolver facility, notwithstanding the near
term potential for the funding of share repurchases with revolver
advances, and affirmed the B1 corporate family rating. In
addition, Moody's downgraded the Probability-of-Default Rating
(PDR) to B1 from Ba3 to reflect the new bank and bond debt mix.
Ratings on all other debt instrument were affirmed and the rating
outlook is stable.

Upgraded:

  Issuer: Sirius XM Radio Inc.

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

Affirmed:

  Issuer: Sirius XM Radio Inc.

    Corporate Family Rating: Affirmed B1

    $800 million of 8.75% sr notes due 2015: Affirmed B1, LGD4 --
    57% (from LGD4 -- 60%)

    $700 million of 7.625% sr notes due 2018: Affirmed B1, LGD4 --
    57% (from LGD4 -- 60%)

    $400 million of 5.25% sr notes due 2022: Affirmed B1, LGD4 --
    57% (from LGD4 -- 60%)

Downgraded:

  Issuer: Sirius XM Radio Inc.

    Probability of Default Rating: Downgraded to B1 from Ba3

Outlook:

  Issuer: Sirius XM Radio Inc.

      Outlook is Stable

Ratings Rationale

Sirius' B1 corporate family rating reflects moderate leverage with
3.2x debt-to-EBITDA as of September 30, 2012 (including Moody's
standard adjustments). Improved leverage compared to 4.6x at FYE
2011, reflects an EBITDA increase of roughly 17% in combination
with a $625 million debt reduction. Increases in the company's
subscriber base to 23.4 million as of September 2012 from 21.9
million at December 2011 and improving operating margins
contributed to higher EBITDA levels and free cash flow. The
company successfully refinanced higher coupon debt in 2012 and
currently has an average cost of roughly 7.5% compared to 9.3% at
year end 2011. Looking forward, Moody's analysts expect deliveries
of light vehicles to reach 14.5 million units in 2013 reflecting
3% to 4% growth over an estimated 14 million units for 2012.
Growth in new vehicle deliveries and modest economic recovery
should support net subscriber additions over the next 12 months.
Moody's expects EBITDA in 2013 to increase above the $900 million
level estimated for 2012 (including Moody' standard adjustments)
accompanied by reduced capital spending in the years leading up to
the next satellite launch cycle. Continued growth in the
subscriber base will drive higher EBITDA levels and could better
position the company to fund the next cycle of significant
expenditures related to construction and launching of replacement
satellites beginning as early as 2016 so long as share repurchases
and dividends are maintained within prudent levels.

On December 5, 2012, the company raised a new $1.25 billion senior
secured revolver facility due 2017, and subsequently announced a
special cash dividend of roughly $325 million, payable on December
28, 2012, and a $2 billion common share repurchase program. The
dividend can be funded with balance sheet cash ($556 million as of
September 30, 2012) while share repurchases are expected to be
funded with revolver advances and operating cash flow over an
extended period. Timing for share repurchases is currently
uncertain; however, Moody's expects repurchases to be funded while
maintaining leverage and coverage ratios within the B1 rating
category including debt-to-EBITDA ratios of 4.25x (including
Moody's standard adjustments) or better.

The senior notes rank below the new $1.25 billion senior secured
revolver and the B1 instrument rating on the $1.9 billion of
senior notes is in line with the B1 corporate family rating.
Moody's affirmed the B1 instrument rating on the senior notes
although it is one notch above the implied rating indicated by the
loss given default model. Moody's temporarily overrides the
implied rating given the likelihood of changes to the debt
structure over the rating horizon. The 7% exchangeable senior
subordinated notes rank below the senior notes, and to the extent
these subordinated notes are refinanced with senior debt
instruments, erosion of the subordinated cushion could shift the
ratings of the senior notes down one notch to B2. Conversely, to
the extent the $1.25 billion senior secured debt instruments are
reduced, there would be upward pressure on ratings for the senior
notes.

The stable outlook reflects Moody's view that Sirius will increase
its subscriber base resulting in higher revenue and EBITDA. The
outlook also incorporates Sirius maintaining good liquidity, even
during periods of satellite construction, and the likelihood of
share repurchases or additional dividends being funded from
revolver advances as well as free cash flow. The outlook does not
incorporate leveraging transactions or shareholder distributions
that would negatively impact liquidity or sustain debt-to-EBITDA
ratios above 4.25x (including Moody's standard adjustments). Event
risk related to the timing or the final form of the company's
eventual corporate structure including a controlling position by
its largest shareholder, Liberty Media, or a potential tax free
spin-off creates uncertainty. The stable outlook assumes that
changes in the corporate structure will not adversely impact the
company's operating strategy, credit metrics, or financial
policies.

Ratings could be downgraded if debt-to-EBITDA ratios are sustained
above 4.25x (including Moody's standard adjustments) or if free
cash flow generation falls below targeted levels as a result of
subscriber losses due to a potentially weak economy or migration
to competing media services, functional problems with satellite
operations, or unplanned capital investments. A weakening of
Sirius' liquidity position below expected levels as a result of
dividends, share repurchases, capital spending, or a significant
acquisition could also lead to a downgrade. Ratings could be
upgraded if management demonstrates a commitment to balance debt
holder returns with those of its shareholders. Moody's would also
need assurances that the company will operate in a financially
prudent manner consistent with a higher rating including
sustaining debt-to-EBITDA ratios below 3.5x (including Moody's
standard adjustments) and free cash flow-to-debt ratios above 15%
even during periods of satellite construction.

The principal methodology used in rating Sirius was the Global
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.

Sirius XM Radio Inc., headquartered in New York, NY, provides
satellite radio services in the United States and Canada. The
company offers a programming lineup of more than 135 channels of
commercial-free music, sports, news, talk, entertainment, traffic,
weather, and data services. Sirius also provides music channels
that offer genres ranging from rock, pop and hip-hop to country,
dance, jazz, Latin, and classical; sports channels; talk and
entertainment channels; comedy channels; national, international,
and financial news channels; and religious channels. Sirius XM is
publicly traded with Liberty Media Corporation recently increasing
its potential ownership interest to just under 50%. Sirius had
23.4 million subscribers as of September 30, 2012 and generated
revenue of $3.3 billion for the trailing 12 months ended September
30, 2012.


SIRIUS XM: S&P Keeps 'BB' Rating on Senior Unsecured Debt
---------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
satellite radio company Sirius XM Radio Inc.'s (BB/Stable/--)
$1.25 billion senior secured revolving credit facility due 2017
our 'BBB-' issue-level rating (two notches above its 'BB'
corporate credit rating on the company), with a recovery rating of
'1'. "The '1' recovery rating reflects our expectation of very
high (90% to 100%) recovery in the event of a payment default. The
'BB' rating on the company's senior unsecured debt, with a
recovery rating of '3' and 'BB' rating on its subordinated debt,
with a recovery rating of '4' are not affected by the proposed
addition of secured debt in the capital structure, based on our
expectation of slightly better creditor recovery prospects, given
consistent subscriber additions and stable churn, despite price
increases," S&P said.

"Sirius announced a special dividend of about $325 million payable
on Dec. 28, 2012, which will reduce excess cash balances, and
announced a $2 billion common stock repurchase program. The timing
and magnitude of share repurchases have not been determined. We
expect Sirius XM to fund the share repurchase program through
discretionary cash flow and periodic borrowings under its
revolving credit facility," S&P said.

"The rating on Sirius incorporates our expectation that leverage
will not increase above our 4.5x target despite the announcement
of these moves to boost shareholder returns, because of its good
operating outlook and growing discretionary cash flow. We assess
Sirius' business risk profile as 'fair' (based on our criteria),
reflecting its relative stability, its dependence on U.S. auto
sales and consumer discretionary spending for growth, and its
longer-term exposure to competition from alternative media. We
view Sirius XM's financial risk as 'significant' because of the
company's announced special dividend and share repurchase
program," S&P said.

"Our rating outlook is stable, reflecting our view that a
continued recovery in auto sales, together with the January 2012
12% price increase (implemented as subscriber contracts expire),
should spur growth over the next year and maintain leverage
consistent with our threshold for the rating," S&P said.

RATING LIST
Sirius XM Radio Inc.

Corporate credit rating                BB/Stable/--

Rating Assigned
$1.25 bil. sr sec. revolver due 2017  BBB-
  Recovery rating                      1


SORENSON COMMS: Moody's Assigns '(P)Caa2' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned to Sorenson Communications,
Inc., a provisional (P)Caa2 Corporate Family rating. Provisional
instrument ratings of (P)B1 were assigned to the proposed Senior
Secured Revolving Credit Facility, (P)B2 to the proposed Senior
Secured Term Loan and First Lien Senior Secured Notes and (P)Caa3
to its proposed Exchange Notes. The provisional ratings reflect an
assumed 54% pay-down and exchange of the existing $795 million
10.5% Senior Secured Notes due 2015 with cash and the new 12%
Exchange Notes due 2020. Should holders of more than 85% of the
$795 million of 10.5% Senior Secured Notes due 2015 agree to
exchange, a one notch upgrade to the CFR and instrument ratings
(other than the Senior Secured Revolving Credit Facility) would be
likely. The ratings will remain provisional until the exchange
offer has concluded. The rating outlook is stable.

Ratings Rationale

The (P)Caa2 Corporate Family rating (CFR) is primarily driven by
the risk of material Video Relay Services (VRS) reimbursement rate
cuts by the Federal Communications Commission's (FCC)
Telecommunications Relay Services (TRS) Fund, which is the source
of virtually all of Sorenson's revenue, and medium term
restructuring risk if a substantial portion of the existing notes
due 2015 are not exchanged. Higher than anticipated rate
reductions would adversely impact revenue and profitability,
driving debt to EBITDA above 7 times, a level which is consistent
with other issuers in the Caa category. The presumed 54% exchange
offer acceptance rate is equal to the amount of acceptances
already received as disclosed in the publicly-filed exchange offer
documents, and therefore assumes no other holders agree to the
exchange. In such a scenario, the 10.5% Senior Secured Notes due
2015 remaining outstanding would create medium term liquidity
pressure, likely leading Sorenson to engage in future
restructuring activity. If the exchange offer acceptance rate is
at least 85%, Moody's anticipates Sorenson would have available
cash sources to repay the remaining 10.5% Senior Secured Notes at
maturity in 2015, providing support for a CFR upgrade to Caa1.
Further support for the ratings comes from Sorenson's dominant
share of the VRS market, history of cash flow generation, solid
EBITDA margins and the potential for growth from new products
serving the hard of hearing telephone market.

The stable outlook reflects Moody's expectation of moderate
revenue growth in 2013 driven by new products for the hard of
hearing partially offset by lower VRS reimbursement rates. Given
the uncertainty related to future VRS reimbursement rates, Moody's
base case expectation is for annual mid to high single digit
reductions in VRS reimbursement rates by the FCC. The VRS
subscriber count and utilization of Sorenson's VRS services should
remain steady over the next few years.

The CFR could be raised to Caa1 if the exchange offer is accepted
by at least 85% of holders of the 10.5% Senior Secured Notes due
2015. The ratings could also be upgraded if the FCC adopted a
long-term rate structure that mitigates the risk of near term
profitability declines such that Moody's comes to expect debt to
EBITDA to be sustained at about 6 times and free cash flow to debt
at about 3%. A downgrade could occur if VRS rate cuts are more
severe than anticipated leading to impaired liquidity and a
heightened probability of default.

Ratings and LGD Assessments Assigned:

  Senior Secured Revolving Credit Facility due 2018, (P)B1 (LGD1,
  1%)

  Senior Secured Term Loan due 2020, (P)B2 (LGD2, 21%)

  First Lien Senior Secured Notes due 2020, (P)B2 (LGD2, 21%)

  Exchange Notes due 2020, (P)Caa3, (LGD4, 64%)

The principal methodology used in rating Sorenson 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.

Sorenson is the leading provider of IP-based video communication
technology and services to the deaf and hard of hearing. The
company's sign language interpreters join telephone calls by or to
deaf customers via its videophones. The service is provided free
of charge to qualified deaf individuals as mandated by the
Americans with Disabilities Act of 1990. Moody's expects 2013
revenues of over $500 million.


SOUTH COUNTY HOSPITAL: Moody's Affirms 'Ba1' Bond Rating
--------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term ratings
assigned to South County Hospital's (SCH) $37.4 million of
outstanding bonds. The outlook is revised to positive from stable.

Summary Rating Rationale

The affirmation of the Ba1 bond rating and revision of the outlook
to positive reflect SCH's favorable financial performance in the
last two fiscal years with operating surpluses and improving cash
flow generation which improved debt coverage ratios and aided
unrestricted cash growth. Furthermore, the affirmation
incorporates the hospital's strong market share in a
demographically favorable service area. These attributes are
offset by SCH's small size, flat inpatient admission growth, and
vulnerability to physician departures given the small size of the
medical staff. The hospital has been challenged by a risky debt
profile and investment allocation; however management has made
recent changes that improve the level of risk for these credit
aspects over the near term, although the outstanding interest rate
swap continues to impair further cash growth due to required
collateral postings.

Strengths

* Two years of improved financial performance in unaudited
   fiscal year (FY) 2012 and FY 2011 with consecutive years of
   operating surpluses and improving operating cash flow margins
   with 9.5% (bad debt is classified as a revenue deduction in FY
   2012) and 8.7%, respectively, compared to the 6.8% and 6.3%
   operating cash flow margins reported in fiscal years 2010 and
   2009, respectively

* Continued improvement in debt coverage measures attributable
   to favorable operating performance in FY 2012 and continued
   debt pay down; debt-to-cash flow improved to 3.5 times in FY
   2012 from 4.3 times in FY 2011 and maximum annual debt service
   (MADS) coverage improved to 4.0 times in FY 2012 from 3.6
   times in FY 2011

* Growth in unrestricted cash and investments to $43 million or
   131 days cash on hand at fiscal yearend (FYE) 2012 from $40
   million or 121 days cash at FYE 2011, favorable to the below
   Baa median of 84 days

* Leading market share (51%) in primary service area, Rhode
   Island with limited competition, the nearest hospitals are
   approximately a 30 minute drive away; market share has
   remained stable in recent years

* Favorable demographics in Washington County, RI with
   unemployment rate below state level and high median household
   incomes above the state and national levels; the service area
   also benefits from a diversified employment market with
   University of Rhode Island's as the largest employer and a
   strong summer vacation season; Medicaid represents a low 5.5%
   and commercial payors represent a good 45% of the gross payor
   mix in FY 2012

* Favorable payor mix with approximately 45.5% of gross revenue
   from commercial payers, 45.1% Medicare and low 5.5% Medicaid

Challenges

* Small sized community hospital (with just under 5,000
   admissions and $130 million in operating revenue compared to
   the all ratings median admissions of 22,267 and operating
   revenue of $502 million) leaving the hospital susceptible to
   variability in financial performance and physician departures

* Debt structure risk with 100% of outstanding bonds in variable
   rate mode, leaving the hospital vulnerable to interest rate
   risk but no put risk; Moody's notes, however, that the new
   agreement with Radian, the sole bondholder, for Series 2006A
   bonds is for five years and Series 2003A&B bonds have been
   refinanced with five-year term bank qualified loans with
   Washington Trust and Royal Bank of Scotland/Citizens Bank; the
   variable interest rate formula is the same for all series of
   bonds

* Atypical investment portfolio with target allocations of 60%
   to equity and alternative investments and 40% to cash and
   fixed income investments compared to the average for Baa rated
   credits of 21% and 72%, respectively; recently the hospital
   reports that it has reduced its investments in alternatives to
   10% as of December 31, 2012 but Moody's continues to view the
   high allocation to equities as a risk for this small sized
   provider

Outlook

The positive outlook reflects a second year of favorable financial
performance, improved debt coverage ratios and growth in absolute
unrestricted cash and investments. With its strong market
position, favorable service area and payor mix and employed
medical staff, Moody's believes the hospital should be able to
maintain and improve the current level of performance. The degree
to which management is able to sustain the current level of
performance in FY 2013 could affect future rating action.

What Could Make The Rating Go UP

Sustained improvement in financial performance in FY 2013 and
beyond; continued growth in cash flow improving debt coverage
ratios; growth in inpatient and surgical volumes; continued gains
in unrestricted cash and investments

What Could Make The Rating Go DOWN

Downturn in financial performance; decline in liquidity; increase
in debt load without commensurate increase in cash flow

Rating Methodology

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


SPANSION INC: Wins OK on $24MM Patent Settlement With Tessera
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge approved Spansion Inc.'s $24 million settlement
of patent infringement claims brought by Tessera Inc., tying up
one of the last loose ends from the flash memory maker's 2010
reorganization.

Bankruptcy Law360 relates that the settlement takes care of
Tessera's outstanding claim in the bankruptcy and facilitates a
broader deal resolving lawsuits in California federal court and
before the U.S. International Trade Commission that accused
Spansion of infringing Tessera patents for small-format
semiconductor packaging technology.

                          About Spansion

Spansion Inc. -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 bankruptcy on March 1, 2009 (Bankr. D.
Del. Lead Case No. 09-10690).  On Feb. 9, 2009, Spansion's
Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into
a proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, served as bankruptcy counsel.  Michael R.
Lastowski, Esq., at Duane Morris LLP, served as the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee appointed an official committee of
unsecured creditors in the case.  As of Sept. 30, 2008, Spansion
disclosed total assets of US$3,840,000,000, and total debts of
US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  Spansion
Japan had US$10 million to US$50 million in assets and US$50
million to US$100 million in debts.

Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009.  Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.

Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt.  Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.


SPEEDEMISSIONS INC: Buys 5 Emission Testing Centers for $425,000
----------------------------------------------------------------
Speedemissions, Inc., completed the acquisition of certain
operating assets comprising five emission testing centers owned by
Auto Emissions Express, LLC.  AEE owns and operates 11 emission
testing centers in the Atlanta, Georgia area, including the five
the Company purchased.  After taking into consideration the
acquisition of these five emission testing centers, the Company
now operates 43 emissions testing centers in the Atlanta, Georgia;
Houston, Texas; St. Louis, Missouri and Salt Lake City, Utah
metropolitan areas, plus four mobile units in the Atlanta, Georgia
area.

In exchange for these operating assets, the Company paid AEE
$425,000 on Nov. 30, 2012.  The shareholders of AEE were unrelated
to the Company and its affiliates, and the purchase price was
determined by arms-length negotiations.  The purchase price was
paid in cash by the Company using funds available under the
Company's existing credit agreement with TCA Global Master Credit,
LP.

A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/o7IpM9

                       About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

The Company reported a net loss of $1.6 million in 2011, compared
with a net loss of $2.2 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $2.15
million in total assets, $978,772 in total liabilities, $4.57
million in series A convertible, redeemable preferred stock, and a
$3.40 million total shareholders' deficit.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Georgia, expressed substantial doubt about
Speedemissions' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a capital deficiency.


STERLING INVESTORS: A.M. Best Places 'B' FSR Under Review
---------------------------------------------------------
A.M. Best Co. has placed under review with developing implications
the financial strength rating of B (Fair) and issuer credit rating
of "bb+" of Sterling Investors Life Insurance Company (Sterling)
(Rome, GA).  Sterling was a wholly owned subsidiary of Sterling
Holdings, Inc. (Sterling Holdings), which in turn was owned 50-50
by the Joanne Yancey Residual Trust and M&D Holdings.

The under review status reflects Puritan Financial Companies,
Inc's recent purchase of Sterling Holdings and its subsidiary,
Sterling.  Puritan is a multi-state, diversified financial
services company that includes two life insurance companies,
Puritan Life Insurance Company and Puritan Life Insurance Company
of America, a broker-dealer and regional network of agents.
Sterling will continue to market senior life/health insurance
products, including Medicare supplement insurance, which
represents the majority of its premium and income.

Sterling's ratings will remain under review with developing
implications until A.M. Best meets with the company's new owners
and management.


SUPERMEDIA INC: Reaches Agreement With Lender Steering Committee
----------------------------------------------------------------
Dex One Corporation and SuperMedia Inc. have reached an agreement
with a steering committee representing senior lenders of both
companies on a revised set of amendments to the companies' credit
agreements as part of their proposed merger.  As a result, the
companies have also entered into an Amended and Restated Merger
Agreement.

The credit agreement amendments will:

   * Uphold the basic economic terms and strategic merits of the
     merger as initially announced;

   * Preserve the interests of all investors without any dilution;
     and

   * Extend the maturity dates of the companies' senior secured
     debt up to 26 months until Dec. 31, 2016.

Following the initial announcement of the proposed merger in
August 2012, the lender steering committee was formed to evaluate
the proposed amendments to the companies' respective credit
agreements.  The existing senior credit agreements for both
companies require 100% approval from the senior lenders for the
amendments, and the companies are working with the steering
committee to obtain the requisite approval from the remaining
senior lenders.

The steering committee has unanimously agreed to support the
revised credit agreement amendments.

As previously disclosed, in the event the companies obtain
sufficient, but not unanimous, support from the remaining lenders,
either or both companies may seek to finalize credit agreement
amendments and complete the merger by means of a pre-packaged
bankruptcy.

Dex One and SuperMedia will also seek approval from their
respective shareholders for the proposed merger and the pre-
packaged bankruptcy plan, if the pre-packaged plan becomes
necessary to secure the credit agreement amendments.

The merger is expected to be completed in the first half of 2013.

A copy of the Amended Plan of Merger is available at:

                        http://is.gd/wuJqyN

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


SUPERMEDIA INC: Restructuring Capital Holds 10.8% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Restructuring Capital Associates, L.P., and
its affiliates disclosed that, as of Dec. 11, 2012, they
beneficially own 1,691,766 shares of common stock of Supermedia
Inc. representing 10.8% of the shares outstanding.  Restructuring
Capital previously reported beneficial ownership of 1,745,090
common shares or an 11.3% equity stake as of Dec. 31, 2011.  A
copy of the amended filing is available at http://is.gd/LX9u8M

                          About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to 'Caa1' from 'B3' prior.  The downgrade reflects
Moody's belief that revenues will continue to decline at a double
digit rate for the foreseeable future, leading to a steady decline
in free cash flow.  SuperMedia's sales were down 17% for the
second quarter of 2011 in a generally improving advertising
sector.  Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term.  Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


STRATEGIC AMERICAN: Add'l Results for Namibia Concession Out
------------------------------------------------------------
Duma Energy, formerly Strategic American Oil Corporation, has
received from Hydrocarb Energy Corporation additional results from
a recent field outcrop study on its 5.2 million acre concession in
northern Namibia.  Final lab analyses have indicated significant
reservoir porosity as well the presence of degraded crude oil.

In-house resource estimates at the structural Oponono Prospect
range from 235 million (P90) up to a potential 1.1 billion (P10)
barrels of oil.  P50 resources at Oponono Prospect are estimated
at 650 million barrels of oil.  Additional prospects have been
identified including reefs and several structural traps.

Reservoir rock outcrop studies have indicated good lateral extent,
thickness, and porosity of target reservoir facies.  Porosities in
the primary carbonate reservoir objective, Huttenberg Formation,
exceed 36% total porosity and range from 22% - 37%.

The partnership is encouraged by the results of the initial
prospect evaluation.  Oil from probable carbonate sources has been
detected in soil samples collected at the previously drilled and
tested Etosha 5-1A well and were analyzed and identified by
Weatherford Laboratories in Houston, Texas.

The concession blocks (1714A, 1715, 1814A, 1815A) are located in
the under-explored and highly prospective Owambo Basin, operated
by Hydrocarb Energy and held with partners, Duma Energy with a 39%
working interest and Namcor with 10%.

Pasquale Scaturro, President and COO of Hydrocarb, commented, "We
believe the Owambo Basin has all the ingredients to become a major
new hydrocarbon province.  We've discovered several new prospects
and significant progress has been made towards identifying source
and reservoir rocks.  Hydrocarb Energy Corporation is continuing
with its aggressive work program, including an airborne magnetic
and gravity survey and the planning of new two-dimensional seismic
data."

"This marks another milestone for our 5.3 million-acre concession
in the Republic of Namibia in southern Africa," stated Jeremy G.
Driver, chief executive officer of Duma Energy.  "The resources of
the Namibian concession increasingly appear to have the potential
to add significant value to Duma and its shareholders.  We remain
very encouraged by the results and look forward to providing our
shareholders with even greater insight into these project
developments as they become available."

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

The Company's balance sheet at July 31, 2012, showed
$25.78 million in total assets, $13.47 million in total
liabilities and $12.30 million in total stockholders' equity.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.


TCF FINANCIAL: Fitch Rates $115-Mil. Series B Pref. Stock 'B+'
--------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to TCF Financial
Corporation's (TCB) $115 million non-cumulative perpetual
preferred issuance.

Quarterly coupons are payable on March 1, June 1, Sep. 1 and Dec.
1 of each year (commencing on March 1, 2013).  The securities are
perpetual but are callable on the X day of March, June, September,
and December beginning Dec. 19, 2017.

Bank hybrid securities, such as this preferred issuance, are
typically notched down from the issuing entity's Viability rating
('bbb' in the case of TCB).  The notch differential reflects an
assessment of loss severity of the preferred issuance relative to
the average recoveries assumed for a typical bank senior debt
instrument.  The differential is also indicative of incremental
non-performance risk.

In this case, the hybrid instrument is rated five notches lower
than TCB's Viability rating.  This reflects the designed loss-
absorbing nature of the preferred stock as well as its non-
cumulative or deferral feature.

Proceeds of the offering are intended to increase TCB's regulatory
capital levels and for general corporate purposes.


TELEDRAFT INC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Teledraft, Inc.
        P.O. Box 11672
        Tempe, AZ 85284

Bankruptcy Case No.: 12-26289

Chapter 11 Petition Date: December 11, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Jon S. Musial, Esq.
                  LAW OFFICE OF JON S. MUSIAL
                  8230 E. Gray Road
                  Scottsdale, AZ 85260
                  Tel: (480) 951-0669
                  Fax: (602) 922-0653
                  E-mail: jon.musial@azbar.org

Scheduled Assets: $3,905,164

Scheduled Liabilities: $2,324,762

A copy of the Company's list of its 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/azb12-26289.pdf

The petition was signed by Al Slaten, president.


THERMOENERGY CORP: Obtains $3.7-Mil. Bridge Loan from Investors
---------------------------------------------------------------
ThermoEnergy Corporation, on Nov. 30, 2012, entered into a Bridge
Loan Agreement with a group of investors, all of whom are holders
of the Company's Series B Convertible Preferred Stock pursuant to
which the Investors made loans to the Company in the aggregate
principal amount of $3,700,000:

      Investor                      Loan Amount
   ---------------                ---------------
   Robert S. Trump                  $1,500,000
   Empire Capital Partners, L.P.      $500,000
   Empire Capital Partners, Ltd.      $500,000
   Empire Capital Partners Enhanced
   Master Fund, Ltd                   $500,000
   Focus Fund                         $450,000
   The Quercus Trust                  $250,000

The Loans were made in anticipation of the Company's designation,
offer and issuance of a new series of Preferred Stock to be
designated as Series C Convertible Preferred Stock which will have
rights, including liquidation rights, senior to the rights of the
Series B Stock.  The Company intends to call a meeting of
shareholders to consider and act upon a proposal to effect certain
amendments to its Certificate of Incorporation including amending
the terms of the Series B Stock and authorizing the Series C
Stock.  In connection with that meeting, the Company will prepare
and distribute to its shareholders a proxy statement setting forth
the text of the proposed amendments to its Certificate of
Incorporation and other relevant information.

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $3,387,000 and its
total liabilities exceeded its total assets by $4,603,000.

The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$3.85 million in total assets, $13.06 million in total
liabilities, and a $9.21 million total stockholders' deficiency.


TOPS HOLDING: Prices $460 Million of 8.875% Senior Secured Notes
----------------------------------------------------------------
Tops Holding Corporation and Tops Markets, LLC, have priced their
$460 million in aggregate principal amount of 8.875% senior
secured notes due 2017.  The net proceeds from this offering and
borrowings under the Company's proposed new asset based loan
facility are expected to be used to repurchase any and all of the
Issuers' existing $350 million senior secured notes due 2015
tendered pursuant to the previously announced tender offer by the
Issuers and to pay a dividend to the Company's stockholders.

The Senior Secured Notes have not been registered under the
Securities Act of 1933, as amended, or applicable state securities
laws and may not be offered or sold in the United States absent
registration under those laws or applicable exemptions from those
registration requirements.

                        About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

The Company's balance sheet at Oct. 6, 2012, showed $661.49
million in total assets, $705.22 million in total liabilities and
a $43.73 million total shareholders' deficit.

                           *     *     *

In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies.  The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.

As reported by the TCR on April 30, 2012, Standard & Poor's
Ratings Services raised its ratings on Buffalo, N.Y.-based Tops
Holdings Corp., including the corporate credit rating to 'B+' from
'B'.

"The upgrade primarily reflects our revised view of the company's
financial risk profile as 'aggressive' from 'highly leveraged,'"
said Standard & Poor's credit analyst Charles Pinson-Rose.


TRANSFIRST HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on
TransFirst Holdings Inc. The outlook remains stable.

"We also assigned our 'B' issue rating and '3' recovery rating to
the proposed first-lien term loan and revolving credit facility
and our 'CCC+' issue rating and '6' recovery rating to the
proposed second-lien term loan. The '3' recovery rating indicates
our expectation for meaningful (50% to 70%) recovery in the event
of a default, and the '6' recovery rating indicates our
expectation for negligible (0% to 10%) recovery in the event of a
default. These three types of debt make up the $650 million credit
facility," S&P said.

"The ratings reflect the company's 'weak' business risk profile as
a result of its limited operating scale, as well as its 'highly
leveraged' financial risk profile," S&P said.

"We expect the company to maintain 'adequate' liquidity from
internal and external sources," said Standard & Poor's credit
analyst John Moore.

"The rating outlook is stable, reflecting TransFirst's steady and
improving operations, and predictable cash flow generation, which
lead us to believe credit measures will remain fairly stable over
the coming 12 months. The company's highly leveraged financial
profile and accretion of the preferred stock, which we include as
debt for analytical purposes, limits a possible upgrade," S&P
said.

"Deterioration of operating metrics, because of competitive
pricing pressure or an increase in merchant attrition that signals
a decline in profitability, could lead to a downgrade. A downgrade
could also result from a large debt-financed acquisition, which
increases leverage to over 10x," S&P said.


TRIBUNE CO: Suit vs. Workers, Investors to Remain After Exit
------------------------------------------------------------
American Bankruptcy Institute reported that thousands of former
employees and shareholders will remain stuck in litigation with
Tribune even after its exit from bankruptcy.

Lynne Marek, writing for Crain's Chicago Business, noted that
Tribune's Plan of Reorganization, while partially paying off
creditors, lets some creditors to revive litigation to squeeze
the employees and shareholders for additional payment.  About 50
cases filed in state and federal courts nationwide have been
consolidated in New York but were on hold during the past two
years, pending Tribune's emergence, the report related.

The lawsuit pertains to Tribune's $8 billion leveraged buyout in
2007 led by current Tribune Chairman Sam Zell and former CEO
Dennis FitzSimons.  That buyout, according to creditors, led the
saddled the company with $13 billion in debt, the report pointed
out.

Aside from former Tribune directors and executives, also caught
in the dragnet are rank-and-file employees who sold stock or
collected deferred compensation in the LBO and even elderly
investors who long ago bought Tribune stock, Crain's Chicago
Business added.

Creditors include companies that held Tribune debt before the LBO
and unsecured creditors in the bankruptcy case, the report said.
In some cases, creditors have said that only people who sold more
than $100,000 in stock would be subject to their claims, while in
other cases only those who sold $50,000 would be, the report
noted.

The litigation, according to Abraham Neuhaus, a New York lawyer
defending asset manager Karlin Holdings L.P., is a complicated
one that could last many years, Crain's Chicago Business cited.

The report also related that Marc Kirschner, a New York-based
lawyer who heads the trust created to pursue the creditors'
claims, formally will step into his role after Tribune exits
bankruptcy, likely making new decisions as to how the cases will
proceed.

U.S. District Judge William Pauley III, who is overseeing the
litigation in New York, will decide in March next year whether to
dismiss the cases against some or all of the members of the
broader group of stockholders.

                         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: Wins Approval of Settlement With EZ Buy, 2 Others
-------------------------------------------------------------
Tribune Co. obtained an order from the U.S. Bankruptcy Court for
the District of Delaware approving a settlement of claims with EZ
Buy & EZ Sell Recycler Corp. and two other claimants.

EZ Buy, Wilshire Classifieds LLC and Target Media Partners
Operating Company LLC filed eight claims against Tribune and two
of its subsidiaries to recover more than $3 million.  Meanwhile,
Wilshire reportedly owes Tribune more than $1.3 million while
Target Media owes $387,234 to the company and Los Angeles Times
Communications LLC.

The claims stemmed from various transactions entered into by the
companies, including the sale of Tribune's shares in EZ Buy to
Wilshire in 2007.

Under the deal, the parties agreed to release each other from all
claims arising from their various transactions.  The agreement
also terminates the parties' obligations or the amounts due under
those transactions.  A copy of the settlement agreement can be
accessed for free at http://is.gd/TTylTE

                         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: Has OK of Deal With New Line and Warner Bros.
---------------------------------------------------------
Tribune Co. obtained court approval of a deal with New Line
Television Inc. and Warner Bros. Television Distribution Inc.  The
deal calls for the settlement of claims filed by New Line and
Warner Bros.  The claimants seek to recover more than $21,892,695
from their various television programming agreements with the
Tribune subsidiaries.

Under the terms of the agreement, the claims of New Line and
Warner Bros. will be allowed in the reduced amount of
$21,778,906.  Meanwhile, any distribution made to Warner Bros.
under Tribune's Chapter 11 plan will be reduced by $869,455,
which the former owes to Tribune Broadcasting Co.

                         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: Bank Debt Trades at 17% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 83.48 cents-on-the-
dollar during the week ended Friday, Dec. 14, 2012, an increase of
1.15 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 17, 2014.  The loan is one of the biggest gainers and losers
among 193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.   In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRILOGY ENERGY: DBRS Finalizes 'B' Provisional Rating
-----------------------------------------------------
DBRS has finalized its provisional rating of B on Trilogy Energy
Corp.'s $300 million of 7.25% Senior Unsecured Notes due December
13, 2019 (the Notes, with a recovery rating of RR4), as well as
the Company's provisional Issuer Rating of B, both with Stable
trends.

The Notes will rank pari passu with any future senior unsecured
indebtedness of the Company.  DBRS understands that the net
proceeds from the issuance will be used to pay down indebtedness
under Trilogy's Senior Secured Credit Facility.


TXU CORP: Bank Debt Trades at 27% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 72.84 cents-on-the-dollar during the week
ended Friday, Dec. 14, 2012, an increase of 4.11 percentage points
from the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014, and carries
Standard & Poor's 'CCC' rating.  The loan is one of the biggest
gainers and losers among 193 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UFOOD RESTAURANT: Files for Chapter 11 to Resolve Cash Woes
-----------------------------------------------------------
UFood Restaurant Group, Inc. and its wholly owned subsidiaries
sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Lead Case
No. 12-19702) on Dec. 14, 2012, in order to preserve its
operations and to resolve its liquidity issues in the face of the
slow recovery from the current economic downturn.

Other members of the UFood group (including its affiliates and
franchised stores in Massachusetts, Ohio, Texas, Utah and
Maryland) have not filed for protection.

The Company's financial troubles stem from a number of factors
that prevented the anticipated growth and caused some of the
Company's stores to be unprofitable for a significant period of
time resulting in the Company's current liquidity problems.

The Company will pursue a plan of reorganization to capitalize on
opportunities for future growth and profitability including the
evaluation of any underperforming stores, strengthening its brand
strategies and the restructuring of its financial obligations
along with the strengthening of its balance sheet and capital
structure.

The Company has obtained a financing facility that is likely to be
sufficient to support it during the chapter 11 process and the
Company's restructuring plan has the support of its lenders.

Day-to-day operations and business will continue throughout the
country as the Company continues to provide its customers with the
highest quality and healthiest food at the most reasonable price.

The Chapter 11 process will provide the Company with the
opportunity to restructure its finances and execute on its
business model to provide sustainable profits and long-term
growth.

The Company looks forward to continuing its relationships with its
customers, vendors and franchisees in the process of shaping the
long term success of the UFood brand.

Any questions should be directed to the Company's attorney:

         Thomas H. Curran, Esq.
         McCARTER & ENGLISH, LLP
         265 Franklin St.
         Boston, MA 02110
         Tel: (617) 449-6500


UNI-PIXEL INC: To Develop Next-Generation Touch Screens
-------------------------------------------------------
UniPixel, Inc., has joined forces with a manufacturer of personal
computers to develop and introduce products that feature next-
generation touch screens based on UniPixel's UniBoss pro-cap,
multi-touch sensor film.

UniPixel has granted the PC maker a limited exclusive license in
the notebook market segment for UniBoss Performance Engineered
Film technology that provides the licensee priority development,
dedicated production capacity and preferred pricing.  The license
can be extended to the PC maker's supply chain, including third-
party manufacturing partners, touch panel module manufactures,
controller manufactures, LCD makers and original design
manufacturers.  The terms of the agreement and name of the PC
maker are confidential.

"The preferred price and capacity license agreement furthers
UniPixel's stated go-to-market strategy," said UniPixel president
& CEO, Reed Killion.  "Our strategy includes offering reduced
pricing, dedicated production capacity and limited exclusives to
licensees, while enabling UniPixel to expand production capacity."

"The license agreement also represents a major step towards
worldwide commercialization of our UniBoss touch screen
technology," continued Killion.  "We believe the touch ecosystem
recognizes the unique advantages of metal mesh touch sensors based
on our UniBoss additive, roll to roll, flexible electronics
process compared with traditional, subtractive, ITO-based, touch
sensor solutions."

The advantages of UniBoss touch screen technology include higher
touch response and sensitivity, superior touch distinction, better
durability, lower power requirements, and extensibility to many
sizes and form factors.  It also promises lower production costs
versus standard ITO-based touch technology, including lower
material costs, fewer steps in the manufacturing process and a
simplified supply chain.

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.39 million in total assets, $103,588 in total liabilities, and
$16.29 million in total shareholders' equity.


UNITED CONTINENTAL: Pilots Ratify Collective Bargaining Deal
------------------------------------------------------------
The pilots of United and Continental, represented by the Air Line
Pilots Association, Int'l, have approved a joint collective
bargaining agreement with United Continental Holdings, Inc. Of the
10,193 eligible pilots, 97.66 percent participated in the
ratification vote.  67 percent approved the agreement. This
agreement brings both pilot groups together, working under a
single contract.  It will begin to be implemented immediately, and
will provide gains in compensation, work rules, job protections
and retirement and benefits for the pilots.

This contract ratification represents a giant step toward
finalizing the merger between the two airlines.

Capt. Jay Heppner, chairman of the United Master Executive Council
and Capt.  Jay Pierce, chairman of the Continental Master
Executive Council, issued the following joint statement.

"The era of bankruptcy and concessionary contracts is now over.
For too long, the pilots of United and Continental have had to
shoulder more than their share of the burden as our respective
airlines struggled through the difficult economic times of the
past decade.  We now stand ready to embark on a fresh start for
the pilots and the airline.

"We call on United management to seize this opportunity for a new
beginning, and to work with us as equal, respected partners in
building United Airlines as the world's preeminent airline."

Captains Heppner and Pierce also thanked the Joint Negotiating
Committee for its tireless work in negotiating this agreement for
the pilots, as well as the National Mediation Board for their
assistance in helping the parties reach this agreement.

Now that the combined contract has been approved, integrating the
seniority lists represents the next major hurdle in combining the
two pilot groups into a single, 12,000-member strong unit. The
seniority integration process is expected to take several months
to complete. The process is independent of airline management and
involves negotiations between the two pilot groups. Absent an
agreement, binding arbitration will be used to settle any
remaining differences. The process follows a predefined timeline
following contract ratification that was agreed upon by the two
pilot groups shortly after the merger was announced.

The Air Line Pilots Association, International (ALPA) is the
largest airline pilot union in the world and represents more than
51,000 pilots at 35 U.S. and Canadian airlines, including more
than 12,000 United Continental Holdings, Inc. pilots.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/-- is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, the airlines operate a total of 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.

United Air Lines, UAL Corp. and their affiliates filed for Chapter
11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec. 9, 2002.
Kirkland & Ellis represented the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP, nka SNR Denton,
represented the Official Committee of Unsecured Creditors.  Judge
Eugene R. Wedoff confirmed a reorganization plan for UAL on Jan.
20, 2006.  The Company emerged from bankruptcy on Feb. 1, 2006.

                           *     *     *

In November 2012, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating on United Continental.  United
Continental has reported weaker earnings this year than in 2011
because of merger-related costs and integration problems, as well
as higher fuel costs.  "We expect the company to report a net
loss, after substantial merger-related special charges, of several
hundred million dollars, but to return to profitability next
year," said Standard & Poor's credit analyst Philip Baggaley.

In October 2012, Moody's Investors Service affirmed all of its
debt ratings including the B2 Corporate Family and B2 Probability
of Default ratings assigned to United Continental.  The outlook is
stable.  The affirmation of the B2 Corporate Family and
Probability of Default ratings considers the company's good
liquidity, competitive market position and supportive credit
metrics.  The corporate ratings reflect Moody's belief that the
combined group can sustain its current credit profile beyond 2012
notwithstanding (1) potential pressure on operating earnings
should demand weaken and (2) anticipated negative free cash flow
generation because of higher capital expenditures for new
aircraft.


US AIRWAYS: S&P Assigns 'B+' Rating on $128MM Class B Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB'(sf) rating
to US Airways Inc.'s $418.113 million series 2012-2 Class A pass-
through certificates, with an expected maturity of June 3, 2025.
"At the same time, we assigned our 'B+'(sf) rating to the $128.071
million Class B pass-through certificates, with an expected
maturity of June 3, 2021. The final legal maturities will be 18
months after the expected maturity. The issues are drawdowns under
a Rule 415 shelf registration," S&P said.

"We base the 'BBB'(sf) and 'B+'(sf) ratings on US Airways' credit
quality, substantial collateral coverage by good quality aircraft,
and on legal and structural protections available to the pass-
through certificates," said Standard & Poor's credit analyst Betsy
Snyder. "The company will use the proceeds of the offering to
finance seven A321-200 aircraft and four A330-200 aircraft to be
delivered in May through October 2013. Each aircraft's secured
notes are cross-collateralized and cross-defaulted, a provision
that we believe increases the likelihood that US Airways would
affirm the notes (and thus continue to pay on the certificates) in
bankruptcy."

"The pass-through certificates are a form of enhanced equipment
trust certificates (EETC) and benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code and by
a liquidity facility provided by Landesbank Hessen-Thueringen
Girozentrale (A/Stable/A-1). The liquidity facility is intended to
cover up to three semiannual interest payments, a period during
which collateral could be repossessed and remarketed by
certificateholders following any default by the airline, or to
maintain continuity of interest payments as certificateholders
negotiate with US Airways in a bankruptcy with regard to
certificates," S&P said.

"The ratings apply to a unit consisting of certificates
representing the trust property and escrow receipts, initially
representing interests in deposits (the proceeds of the
offerings). A depositary bank, The Bank of New York Mellon
(AA-/Negative/A-1+), holds the escrow deposits pending paying off
existing debt on the planes (which should be accomplished by
August 2013). Amounts deposited under the escrow agreements are
not property of US Airways and are not entitled to the benefits of
Section 1110 of the U.S. Bankruptcy Code, and any default arising
under an indenture solely by reason of the cross-default in such
indenture may not be of a type required to be cured under Section
1110. Any cash collateral held as a result of the cross-
collateralization of the equipment notes also would not be
entitled to the benefits of Section 1110. Neither the certificates
nor the escrow receipts may be separately assigned or
transferred," S&P said.

"We believe that US Airways views these planes as important and
would, given the cross-collateralization and cross-default
provisions, likely affirm the aircraft notes in a bankruptcy
scenario. In contrast to most EETCs issued before 2009, the cross-
default would take effect immediately in a bankruptcy if US
Airways rejected any of the aircraft notes. This should prevent US
Airways from selectively affirming some aircraft notes and
rejecting others (cherry-picking), which often harms the interests
of certificateholders in a bankruptcy," S&P said.

"We consider the collateral pool of A321-200s and A330-200s to be
of good quality. The A321-200 is the largest version of Airbus'
popular A320 narrowbody family of planes. The A321-200 has not
been as successful as the A320 or smaller A319, but nonetheless is
operated by 95 airlines worldwide, many more than Boeing's
competing B737-900ER (although the latter is a newer model and
thus has had less time to attract orders). Airbus has announced
that it will offer a more fuel-efficient new-engine-option (NEO)
on its narrowbody planes starting in 2016. Orders to date indicate
that this will be a popular option. If widely adopted, sale of NEO
planes could depress somewhat residual values of existing-
technology Airbus narrowbody planes. However, this effect is most
likely for older planes in the A320 family (e.g. those delivered
in the 1990s), rather than the recently delivered A321-200s in the
2012-1 collateral pool," S&P said.

"The other approximately 80% of aircraft securing the certificates
is A330-200s, a small, long-range widebody plane. This model,
which incorporates newer technology than Boeing's competing B767-
300ER, has been successful and is operated by 98 airlines
worldwide. It will face more serious competition when large
numbers of Boeing's long-delayed B787 are delivered. Still, it
will take a while for this to occur, even though Boeing has
finally begun to make its first aircraft deliveries earlier in
2012," S&P said.

"The initial loan-to-value of the Class A certificates is 55.2%
and of the Class B certificates is 72.1%, using the appraised base
values and depreciation assumptions in the offering memorandum.
However, we focused on more conservative maintenance-adjusted
appraised values (not disclosed in the offering memorandum). We
also use more conservative depreciation assumptions for all of the
planes than those in the prospectus. We assumed that, absent
cyclical fluctuations, values of the A321-200s and A330-200s would
decline by 6.5% of the preceding year's value per year. Using
these values and assumptions, the Class A initial loan-to-value is
higher, 55.9%, and rises to about 60% at its highest point before
declining gradually. The Class B initial loan-to-value, using our
assumptions, is about 73% and peaks at about 80% before declining.
Our analysis also considered that a full draw of the liquidity
facility, plus interest on those draws, represents a claim senior
to the certificates. This amount is in line (as a percent of asset
value) with EETCs issued recently by other U.S. airlines and is
lower than US Airways' 2011-1 and 2012-1 EETCs, which amounted to
more than 8%. Initially, a full draw, with interest, is equivalent
to about 5.7% of asset value, using our assumptions. The
transaction is structured so that US Airways could later issue
Class C certificates without a liquidity facility. In the past,
airlines, including US Airways, have structured follow-on
certificates of this kind in such a way as to not affect the
rating on outstanding senior certificates," S&P said.

"Our ratings on US Airways Group Inc. reflect its substantial debt
and lease burden and participation in the high-risk U.S. airline
industry. The ratings also incorporate benefits from the company's
operating costs, which are lower than those of other legacy
airlines. Tempe, Ariz.-based US Airways is the fifth-largest U.S.
airline, carrying about 9% of industry traffic. We characterize
the company's business profile as vulnerable, its financial
profile as highly leveraged, and its liquidity as adequate," S&P
said.

"The outlook is stable. We expect US Airways' financial profile to
remain fairly consistent through 2013, with EBITDA interest
coverage in the mid-1x area and funds from operations (FFO) to
debt in the low-teen percent area. We believe that an upgrade is
not likely over the next year, but could occur if FFO to debt
moves consistently into the high-teen percent area and
unrestricted cash and short-term investments increase to more than
$2.5 billion. We also believe a downgrade is unlikely over the
near term. However, if a stalled U.S. economic recovery or serious
oil price spike caused losses, eroding liquidity to below $1
billion, we could lower the ratings," S&P said.

RATINGS LIST

US Airways Inc.
US Airways Group Inc.
Corporate credit rating                            B-/Stable/--

New Ratings Assigned

US Airways Inc.
Series 2012-2 Class A pass-through certificates    BBB (sf)
Series 2012-2 Class B pass-through certificates    B+ (sf)


VERMILLION INC: Signs Separation Agreement With Former CEO
----------------------------------------------------------
Vermillion, Inc., entered into a Separation Agreement and Release
with Gail S. Page regarding her previous employment as President
and Chief Executive Officer of the Company.

Ms. Page served as the Company's President and CEO until Dec. 2,
2012, and transitioned to an advisory role effective as of Dec. 3,
2012.  Her mutually agreed termination without cause was first
announced on May 15, 2012, and was not the result of any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

Pursuant to the terms of the Separation Agreement, the Company
agrees to provide severance and benefits as outlined in the
Employment Agreement dated Sept. 28, 2010, between the Company and
Ms. Page, subject to the following modifications: (1) the
continued payment of Ms. Page's base salary provided for in
section 5(i) of the Employment Agreement was instead paid to Ms.
Page on the date of the Separation Agreement in one lump sum
totaling $385,000, and (2) the Company and Ms. Page agree that
accelerated vesting of options provided for in section 5(ii) of
the Employment Agreement will apply to both unvested options and
restricted stock units.  Pursuant to the Separation Agreement, Ms.
Page agrees to waive any and all claims she may have regarding her
employment with the Company.

                         About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

After auditing the Company's results for 2011,
PricewaterhouseCoopers LLP, in Austin, Texas, expressed
substantial doubt about Vermillion, Inc.'s ability to continue as
a going concern.  The independent auditors noted that the Company
has incurred recurring losses and negative cash flows from
operations and has debt outstanding due and payable in October
2012.

The Company reported a net loss of $17.8 million in 2011, compared
with a net loss of $19.0 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$16.9 million in total assets, $11.5 million in total liabilities,
and stockholders' equity of $5.4 million.


VITESSE SEMICONDUCTOR: Selling 10MM Common Shares at $1.75 Apiece
-----------------------------------------------------------------
Vitesse Semiconductor Corporation is offering to sell 10,000,000
shares of its common stock at a price to the public of $1.75 per
share.

The Company has also granted to the underwriters a 30-day option
to purchase, at the same price per share as the underwriters paid
for the initial shares, an additional 1,409,294 shares to cover
over-allotments in connection with the offering.  After deducting
the underwriting discount and estimated offering expenses payable
by the Company, the Company expects to receive net proceeds of
approximately $16.1 million, assuming no exercise of the over-
allotment option.

The offering is expected to close on Dec. 12, 2012, subject to
customary closing conditions.  Needham & Company, LLC, is acting
as the sole book-running manager of the offering.  Craig-Hallum
Capital Group LLC is acting as co-manager.

Certain officers and directors of Vitesse Semiconductor are
expected to participate in the offering.

Vitesse intends to use the net proceeds from the offering for
working capital and general corporate purposes.  A portion of the
net proceeds also may be used to repay or restructure
indebtedness.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed
$56.61 million in total assets, $80.63 million in total
liabilities, and a $24.01 million total stockholders' deficit.


VHGI HOLDINGS: Authorized Capital Stock Hiked to 260MM Shares
-------------------------------------------------------------
VHGI Holdings, Inc., filed an amendment to its Amended and
Restated Certificate of Incorporation, increasing the authorized
capital stock of VHGI from 110,000,000 to 260,000,000 shares of
capital stock consisting of 250,000,000 shares of common stock and
10,000,000 shares of preferred stock.

VHGI filed a Certificate of Designations, Preferences, Rights and
Limitations designating 500,000 shares of a new Series D
Convertible Preferred Stock.

                       About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from the following business segments: (a)
precious metals (b) oil and gas (c) coal and (d) medical
technology.

In their auditors' report on the Company's consolidated financial
statements for the year ended Dec. 31, 2011, Pritchett, Siler &
Hardy, P.C., in Salt Lake City, Utah, expressed substantial doubt
about VHGI Holdings' ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.

The Company reported a net loss of $5.43 million in 2011, compared
with a net loss of $1.67 million in 2010.

The Company's balance sheet at June 30, 2012, showed $47.64
million in total assets, $51.78 million in total liabilities and a
$4.13 million total stockholders' deficit.


VIGGLE INC: Obtains Additional $500,000 from Sillerman Investment
-----------------------------------------------------------------
Sillerman Investment Company LLC, an affiliate of Robert F.X.
Sillerman, the executive chairman and chief executive officer of
the Company, previously agreed to advance up to $10,000,000 to
Viggle, Inc., as evidenced by a line of credit grid promissory
note, dated as of June 29, 2012, that was executed and delivered
by the Company in favor of the Lender on July 6, 2012.  On
Oct. 31, 2012, the Company's Board of Directors approved an
increase in the line of credit from $10,000,000 to $12,000,000 and
a further advance of $2,000,000 was made on Oct. 31, 2012.

On Dec. 3, 2012, the Company's Board of Directors approved an
increase in the line of credit from $12,000,000 to $12,500,000 and
entered into an Amended and Restated Line of Credit Promissory
Note for $12,500,000 but otherwise on the same terms and
conditions as the Grid Note.  A further advance of $500,000 was
made by the Lender.

The Company is using the proceeds to fund working capital
requirements and for general corporate purposes.  Because Mr.
Sillerman is a director, executive officer and greater than 10%
stockholder of the Company, the Company's independent directors
approved the transaction.

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VOTORANTIM CEMENT: S&P Raises CCR From 'BB+' on Parental Support
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Votorantim Cement North America Inc. (VCNA) to
'BBB-' from 'BB+' to reflect a higher degree of perceived support
from VCNA's parent, Brazil-based Votorantim Participacoes S.A.
(VPar; BBB/Stable/--). The outlook is stable.

"At the same time, we affirmed our 'BBB' issue-level rating on the
company's US$450 first-lien credit facility. We also withdrew our
'1' recovery rating on the debt reflecting our rating criteria for
investment-grade issuers," S&P said.

"The upgrade reflects a one-notch lift in our 'bb+' stand-alone
credit profile on VCNA based on our expectation that VPar would
support indirect wholly owned subsidiary VCNA if necessary, given
our view of the strategic importance of VCNA to VPar and the
extent to which VPar has demonstrated this support," said Standard
& Poor's credit analyst Jatinder Mall.

VCNA represents a sizable investment for VPar and is its sole
cement entity in North America. VPar consolidates VCNA's financial
results, has cross-default/cross-acceleration provisions in
certain of its debt instruments, and has infused equity capital
into the company, most recently through the conversion of
intercompany loans into equity.

The ratings on VCNA reflect what Standard & Poor's views as the
company's "fair" business risk profile and "intermediate"
financial risk profile on a stand-alone basis, which are bolstered
by our assessment of parental support. "We have factored in the
strength of the underlying collateral protecting creditors in our
'BBB' issue-level rating on the company's US$450 million first-
lien credit facility."

"The stable outlook reflects Standard & Poor's view that VCNA will
maintain credit metrics consistent with an intermediate financial
risk profile -- specifically, funds from operations (FFO) to debt
above 30% and debt to EBITDA not materially exceeding 3x. We could
lower the ratings if debt to EBITDA exceeds 3.5x or FFO to debt
declines below 25% on a sustained basis, possibly as a result of a
slowdown in VCNA's key Ontario market. While not likely given our
current assessment of VCNA's relationship to its parent, we could
also lower the ratings if we no longer viewed VCNA as having the
same level of strategic importance to VPar. Alternatively, we
could consider raising the ratings on VCNA if we revise upward the
level of perceived support attributable to VPar or we upgrade
VPar," S&P said.


W.R. GRACE: Lenders, Others File Opening Briefs on Plan Appeal
--------------------------------------------------------------
A group of prepetition bank lenders, Garlock Sealing
Technologies, LLC, and Her Majesty the Queen in Right of Canada,
filed in late November opening briefs in the U.S. Court of
Appeals for the Third Circuit in support of their appeals from a
district court order affirming confirmation of the Chapter 11
plan of reorganization of W.R. Grace & Co. and its debtor
affiliates.

The objectors argued that the way their claims are dealt with in
the Plan are flawed; they ask the Third Circuit to either reverse
the confirmation of the plan or modify it, Stewart Bishop at
BankruptcyLaw360 reported.

In January 2011, Bankruptcy Judge Judith Fitzgerald confirmed
Grace's Chapter 11 plan.  It took almost a year and several
motions for reconsideration and hearings on the plan for Judge
Ronald Buckwalter of the U.S. District Court for the District of
Delaware to affirm Judge Fitzgerald's plan confirmation order on
January 2012.  In June 2012, Judge Buckwalter overruled
objections to its January 2012 affirmation order.

Eight parties-in-interest filed separate appeals to the U.S.
Court of Appeals for the Third Circuit from June 11 Memorandum.
The Appellants are (1) a group of lenders under the Debtors'
prepetition bank credit facilities ("Bank Lenders"); (2)
claimants injured by exposure to asbestos from the Debtors'
operations in Lincoln County, Montana ("Libby Claimants"); (3)
Garlock Sealing Technologies, LLC; (4) the state of Montana; (5)
Maryland Casualty Company; (6) Her Majesty the Queen in Right of
Canada; (7) BNSF Railway Company; and (8) Anderson Memorial
Hospital.

Grace's Chief Executive Officer Fred Festa said only five appeals
from the Plan are pending after three appeals were withdrawn
following a settlement between the Debtors and the Libby
Claimants.

Briefing schedule on the appeals before the Third Circuit will be
completed by this year and oral arguments will be heard by the
Third Circuit in the first quarter of 2013.  Grace said in early
October that it targets emergence from bankruptcy protection by
the fourth quarter of 2014.  The company's target emergence date
has been moved several times mostly due to pending appeals from
its confirmed Plan.

                    Terms Under the Chapter 11 Plan

The Plan, which was filed with the Bankruptcy Court in September
2008, establishes two asbestos trusts to compensate personal
injury claimants and property owners.  Funds for the trusts will
come from a variety of sources including cash, warrants to
purchase Grace common stock, deferred payment obligations,
insurance proceeds, and payments from certain third parties.  The
trusts' assets and operations are designed to cover all current
and future asbestos claims.

An estimation proceeding on the Debtors' asbestos liabilities was
held in 2008 but was concluded after the Debtors reached an
agreement settling all of their present and future asbestos-
related PI claims for $1.8 billion.  Prior to that agreement, the
Debtors were involved in a series of trials to estimate their
asbestos personal injury claims.  Grace's experts estimated that
the company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The effectiveness of the Joint Plan is subject to the
satisfaction or waiver of a number of conditions precedent,
including the condition that the order confirming the Joint Plan
become final and non-appealable.  Grace has said that it was
unable to obtain the necessary waivers from Sealed Air
Corporation and Fresenius Medical Care Holdings, Inc.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: Cash-Settled Collar Agreement Approved
--------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware authorized W.R. Grace & Co. and its debtor
affiliates to enter into a cash-settled collar agreement under
which the warrant for 10 million shares of Grace's common stock
that will be delivered to the Asbestos Personal Injury Trust will
be settled in cash rather than physically settled.

The Debtors' confirmed Plan of Reorganization provides that the
Debtors will deliver to the Asbestos PI Trust a warrant for 10
million shares of Grace common stock, the expiration of which is
one year after the Effective Date and has an exercise price of
$17.00.

Under the agreement, Grace would repurchase the warrants issued
to the Asbestos PI Trust for a price equal to the average of the
closing prices of Grace common stock during the period commencing
one day after the effective date of the Joint Plan and ending on
the day prior to the date the Asbestos PI Trust elects to sell
the warrants back to Grace (but no later than one year after the
effective date of the Joint Plan), multiplied by 10 million, less
$170 million (the aggregate exercise price of the warrant).  If
the average of the closing prices is less than $54.50 per share,
then the repurchase price would be $375 million, and if the
average of the closing prices exceeds $66 per share, then the
repurchase price would be $490 million.

The agreement also establishes a minimum and maximum price for
the settlement, respectively the "floor price" and the "ceiling
price."  Following extensive negotiations, the Plan Proponents --
the Debtors, the Official Committee of Asbestos Personal Injury
Claimants, the Asbestos PI Future Claimants' Representative, and
the Official Committee of Equity Security Holders -- agreed on a
floor price of $54.50 per share and a ceiling price of $66.00 per
share.

A full-text copy of the Cash-Settled Collar Agreement is
available for free at:

          http://bankrupt.com/misc/grace_1025cscdeal.pdf

Judge Fitzgerald's Order, dated Dec. 11, 2012, also provided that
the Bankruptcy Court retains jurisdiction with respect to all
matters arising from or related to the implementation of the
Order until the earlier of plan confirmation by the Bankruptcy
Court or the dismissal or conversion of the case to another
chapter or the closing of the bankruptcy case for any reason.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: $100-Mil. Qualified Settlement Fund Has Go Signal
-------------------------------------------------------------
The Bankruptcy Court authorized W.R. Grace & Co. and its
affiliates to establish a "qualified settlement fund" and transfer
up to $100 million before the end of 2012 to a segregated bank
account that would qualify as a QSF under federal tax law.

By establishing a QSF before the end of 2012, the Debtors can
receive a tax deduction for this year.  Amounts transferred to
the QSF will ultimately be transferred to the Asbestos Personal
Injury Trust on the Effective Date in accordance with the Plan of
Reorganization.  Based on the Debtors' current 35% tax rate, the
QSF would result in up to $35 million in 2012 federal tax
savings, plus additional state tax savings.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or  215/945-7000)


WELDING APPARATUS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Welding Apparatus Co., Inc.
        1668 N. Ada Street
        Chicago, IL 60642

Bankruptcy Case No.: 12-48738

Chapter 11 Petition Date: December 12, 2012

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Lincoln M. King, Esq.
                  RUDDY & KING, LLC
                  2631 Ginger Woods Parkway, Suite 101
                  Aurora, IL 60502
                  Tel: (630) 820-0333
                  Fax: (630) 820-0594
                  E-mail: lincoln@ruddyking.com

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

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

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

The petition was signed by Brant Terzic, president.


WESCO INT'L: Term Loan Upsize No Impact on Moody's Ratings
----------------------------------------------------------
Moody's Investors Service said that WESCO International, Inc.'s
recent announcement that it upsized the US Dollar denominated
tranche of the term loan facility to $700 million from $605
million with proceeds used to partially fund the redemption of its
$150 million of 7.5% senior subordinated notes due 2017, is credit
positive but does not impact the company's ratings (including the
Ba3 corporate family rating) or stable outlook. Holders of the
notes will be paid in full on January 9, 2013. WESCO Distribution,
Inc. (a wholly-owned subsidiary of WESCO) deposited funds with a
trustee sufficient to pay principal and interest on all
outstanding notes.

WESCO is one of the leading providers of electrical construction
products and electrical, industrial, and communications
maintenance, repair and operating supplies in North America. The
company reported sales of $6.5 billion for the twelve months ended
September 30, 2012.


WSG ARUNDEL: Case Summary & Lists of Creditors
----------------------------------------------
Debtor: WSG Arundel One, LLC
        P.O. Box 546918
        Miami Beach, FL 33154

Bankruptcy Case No.: 12-32030

Chapter 11 Petition Date: December 11, 2012

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

Debtor's Counsel: Lawrence A. Katz, Esq.
                  LEACH TRAVELL BRITT, P.C.
                  8270 Greensboro Drive, Suite 700
                  Tysons Corner, VA 22102
                  Tel: (703) 584-8362
                  Fax: (703) 584-8901
                  E-mail: lkatz@ltblaw.com

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

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

Affiliates that simultaneously sought Chapter 11 protection:

        Entity                        Case No.
        ------                        --------
WSG Arundel Two, LLC                  12-32032
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
WSG Hanover One, LLC                  12-32034
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
WSG Hanover Two, LLC                  12-32035
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Eric D. Sheppard, executive manager.

A. A copy of WSG Arundel One's list of its eight largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mdb12-32030.pdf

B. A copy of WSG Arundel Two's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/mdb12-32032.pdf

C. A copy of WSG Hanover One's list of its eight largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mdb12-32034.pdf

D. A copy of WSG Hanover Two's list of its seven largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mdb12-32035.pdf


WWDT ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: WWDT Enterprises Inc.
        223 N Garfield, Ste. 208
        Monterey Park, CA 91754

Bankruptcy Case No.: 12-50746

Chapter 11 Petition Date: December 12, 2012

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Paul Harrigan, Esq.
                  HARRIGAN LAW FIRM
                  2785 S Bear Clay Way
                  Meridian, ID 83642
                  Tel: (208) 891-2482
                  Fax: (831) 401-2296

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its two unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-50746.pdf

The petition was signed by Wei Wang, president.


X-CHANGE CORP: Defaults Under 4 Tech Purchase Agreement
-------------------------------------------------------
4C Tech Holdings, Inc. disclosed the termination of the purchase
agreement with X-Change Corporation.

4C Tech entered into a purchase agreement with X-Change to
purchase all of the outstanding shares of Guardian Telecom, Inc.
in exchange for the sum of $3,500,000 and one million shares of
the common stock of X-Change.

X-Change was in default of its payments obligations under the
purchase agreement.  On Oct. 11, 2012, X-Change was notified in
writing of its default of the prepayment terms of the 30-day
promissory note for $250,000.  On Nov. 15, 2012 a written
notification was given to X-Change regarding failure to meet its
prepayment obligations set forth in the second promissory note in
the amount of $750,000.  4C Tech terminated the purchase agreement
with X-Change on Nov. 30, 2012 for default on its payment
obligations under the promissory note obligations set forth in the
purchase agreement.

X-Change Corporation is building interests in a broad range of oil
and gas projects worldwide. The Company is an independent energy
company engaged in the production, development, acquisition,
exploitation and exploration of crude oil and natural gas.


Z.U.P. HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Z.U.P. Holdings LLC
        3312 Hudson Avenue
        Union City, NJ 07087

Bankruptcy Case No.: 12-38923

Chapter 11 Petition Date: December 12, 2012

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Leonard C. Walczyk, Esq.
                  Steven Z. Jurista, Esq.
                  WASSERMAN, JURISTA & STOLZ
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  Fax: (973) 467-8126
                  E-mail: lwalczyk@wjslaw.com
                          sjurista@wjslaw.com

Scheduled Assets: $0

Scheduled Liabilities: $10,000,000

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                Case No.
     ------                --------
TUC Holdings LLC           12-38925
  Assets: $0
  Debts: $11,500,000
ZZ Union Holdings LLC      12-38926
  Assets: $0
  Debts: $10,000,000
PKT Properties LLC         12-38927

The petitions were signed by Joel Weiss, managing member.

Affiliate that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Contello, LLC                          12-27005   07/05/12

The Debtors did not file a list of its largest unsecured creditors
together with its petitions.


ZALE CORP: Files Form 10-Q, Incurs $28.3MM Loss in Oct. 31 Qtr.
---------------------------------------------------------------
Zale Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $28.26 million on $357.46 million of revenues for the three
months ended Oct. 31, 2012, compared with a net loss of
$31.87 million on $350.98 million of revenues for the same period
during the prior year.

USG's balance sheet at Oct. 31, 2012, showed $1.33 billion in
total assets, $1.18 billion in total liabilities and $151.96
million in total stockholders' investment.

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

                        http://is.gd/TXo6UR

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.


* Fitch's Outlook for Produce Industry is Stable for 2013
---------------------------------------------------------
Fitch Ratings expects pricing and efficiency to be paramount for
the protein, dairy, and produce sectors in 2013, as the pace of
large scale divestitures and spinoffs slows, according to an
outlook report.  Proceeds from transformative transactions by Dean
Foods Co. (Dean: 'B+/Watch Positive') and Dole Food Co. ('B/Watch
Positive') are funding debt reduction for these firms, but
additional large scale deals in the commodity food sector are
viewed as unlikely.

Fitch's outlook for the industry is stable for 2013 as lower debt
balances, solid liquidity and minimal refinancing needs reduce
credit risk and improve the ability of these low-margin firms to
handle inflationary cost pressures.  Global corn prices are likely
to remain elevated in 2013, although prices have eased from recent
highs, due to relatively low supplies, good demand, and the
potential for unfavorable weather.

Fitch expects pricing to mitigate some of the cost pressure in the
protein sector even though moderate declines in volumes could
occur and margins are at risk of contracting.  Dairy processors,
such as Dean, are also expected to realize pricing with volume
declines continuing due to secular changes in milk consumption.
Operating efficiency is expected to remain a focus for all
commodity food companies, but given the magnitude of cost savings
achieved over the past couple of years, firms may experience less
incremental benefit.

Tyson Foods, Inc. (Tyson: 'BBB/Stable') is projecting $600 million
of incremental grain costs and $100 million of efficiencies across
its chicken and prepared foods segments during fiscal 2013.  Fitch
expects pricing to contribute to sales growth and views the
targeted improvements as achievable, given Tyson's ability to
realize about $1 billion in its chicken operations alone since
2008.


* BOND PRICING: For Week From Dec. 10 to 14, 2012
-------------------------------------------------

  Company          Coupon   Maturity   Bid Price
  -------          ------   --------   ---------
AES EASTERN ENER    9.000   1/2/2017     3.570
AES EASTERN ENER    9.670   1/2/2029     4.000
AGY HOLDING COR    11.000 11/15/2014    46.400
AHERN RENTALS       9.250  8/15/2013    63.250
ALION SCIENCE      10.250   2/1/2015    51.300
AM AIRLN PT TRST   10.180   1/2/2013    93.000
AMBAC INC           6.150   2/7/2087     3.250
ARK OF SAFETY       8.000  4/15/2029     6.000
ATP OIL & GAS      11.875   5/1/2015    11.500
ATP OIL & GAS      11.875   5/1/2015    11.250
ATP OIL & GAS      11.875   5/1/2015    11.250
BUFFALO THUNDER     9.375 12/15/2014    35.000
C-CALL12/12         6.000  6/22/2037   100.013
CAPMARK FINL GRP    6.300  5/10/2017     2.000
CATERP FIN SERV     4.500 12/15/2012   100.000
CENTRAL EUROPEAN    3.000  3/15/2013    41.125
CHAMPION ENTERPR    2.750  11/1/2037     1.000
DELTA AIR 1992B2   10.125  3/11/2015    30.000
DIRECTBUY HLDG     12.000   2/1/2017    18.750
DIRECTBUY HLDG     12.000   2/1/2017    18.750
DOWNEY FINANCIAL    6.500   7/1/2014    62.000
DYN-RSTN/DNKM PT    7.670  11/8/2016     4.875
EASTMAN KODAK CO    7.000   4/1/2017    10.875
EASTMAN KODAK CO    7.250 11/15/2013    10.099
EASTMAN KODAK CO    9.200   6/1/2021     8.400
EASTMAN KODAK CO    9.950   7/1/2018     8.000
EDISON MISSION      7.500  6/15/2013    50.745
F-CALL12/12         4.000 12/20/2014   100.000
F-CALL12/12         4.750 12/20/2016   100.000
F-CALL12/12         4.750 12/20/2018   100.000
F-CALL12/12         5.000 12/20/2018   100.022
F-CALL12/12         5.250  6/20/2021   100.000
F-CALL12/12         5.250 12/20/2021   100.000
FFCB-CALL12/12      3.610 12/21/2026   100.005
FIBERTOWER CORP     9.000 11/15/2012    13.875
FIBERTOWER CORP     9.000 11/15/2012    13.875
FIBERTOWER CORP     9.000   1/1/2016    20.500
FONTAINEBLEAU LA   10.250  6/15/2015     0.250
FRIENDSHIP WEST     8.000  6/15/2024     9.100
GEN ELEC CAP CRP    5.000 12/15/2012   100.000
GEN ELEC CAP CRP    5.100 12/15/2012   100.000
GEOKINETICS HLDG    9.750 12/15/2014    39.625
GEOKINETICS HLDG    9.750 12/15/2014    39.250
GLB AVTN HLDG IN   14.000  8/15/2013    32.000
GLOBALSTAR INC      5.750   4/1/2028    47.500
GMAC LLC            7.125 12/15/2012   100.015
GMAC LLC            7.250 12/15/2012   100.000
GMX RESOURCES       4.500   5/1/2015    45.250
HAWKER BEECHCRAF    8.500   4/1/2015     6.650
HAWKER BEECHCRAF    8.875   4/1/2015     5.375
HORIZON LINES       6.000  4/15/2017    25.000
HUTCHINSON TECH     8.500  1/15/2026    61.700
JAMES RIVER COAL    4.500  12/1/2015    42.000
JEHOVAH-JIREH       7.800  9/10/2015    10.000
LEHMAN BROS HLDG    0.250 12/12/2013    20.625
LEHMAN BROS HLDG    0.250  1/26/2014    20.625
LEHMAN BROS HLDG    1.000 10/17/2013    20.625
LEHMAN BROS HLDG    1.000  3/29/2014    20.625
LEHMAN BROS HLDG    1.000  8/17/2014    20.625
LEHMAN BROS HLDG    1.000  8/17/2014    20.625
LEHMAN BROS HLDG    1.250   2/6/2014    20.625
LEHMAN BROS INC     7.500   8/1/2026    15.000
LIFECARE HOLDING    9.250  8/15/2013    13.900
LIFEPOINT CMNTY     8.400 10/20/2036     4.000
MANNKIND CORP       3.750 12/15/2013    71.250
MASHANTUCKET PEQ    8.500 11/15/2015     5.250
MASHANTUCKET PEQ    8.500 11/15/2015    15.750
MASHANTUCKET TRB    5.912   9/1/2021     5.250
METRO BAP CHURCH    8.400  1/12/2029     4.000
MF GLOBAL LTD       9.000  6/20/2038    66.500
NEWPAGE CORP       10.000   5/1/2012     4.751
NEWPAGE CORP       11.375 12/31/2014    47.000
OVERSEAS SHIPHLD    8.750  12/1/2013    36.000
PENSON WORLDWIDE    8.000   6/1/2014    43.290
PLATINUM ENERGY    14.250   3/1/2015    48.000
PLATINUM ENERGY    14.250   3/1/2015    47.000
PMI CAPITAL I       8.309   2/1/2027     1.625
PMI GROUP INC       6.000  9/15/2016    30.500
POWERWAVE TECH      1.875 11/15/2024     3.875
POWERWAVE TECH      1.875 11/15/2024     3.875
POWERWAVE TECH      3.875  10/1/2027     3.875
POWERWAVE TECH      3.875  10/1/2027     4.000
RESIDENTIAL CAP     6.500  4/17/2013    23.750
RESIDENTIAL CAP     6.875  6/30/2015    22.000
REVEL AC INC       12.000  3/15/2018     5.750
SAVIENT PHARMA      4.750   2/1/2018    24.000
SCHOOL SPECIALTY    3.750 11/30/2026    49.750
TERRESTAR NETWOR    6.500  6/15/2014    10.000
TEXAS COMP/TCEH     7.000  3/15/2013    82.375
TEXAS COMP/TCEH    10.250  11/1/2015    20.000
TEXAS COMP/TCEH    10.250  11/1/2015    23.000
TEXAS COMP/TCEH    10.250  11/1/2015    22.993
TEXAS COMP/TCEH    15.000   4/1/2021    31.250
TEXAS COMP/TCEH    15.000   4/1/2021    34.250
THQ INC             5.000  8/15/2014     9.000
TIMES MIRROR CO     7.250   3/1/2013    39.000
TL ACQUISITIONS    10.500  1/15/2015    30.500
TL ACQUISITIONS    10.500  1/15/2015    32.125
TRAVELPORT LLC     11.875   9/1/2016    48.000
TRAVELPORT LLC     11.875   9/1/2016    45.875
TRIBUNE CO          5.250  8/15/2015    36.875
UAL 1991 TRUST     10.020  3/22/2014    11.250
USEC INC            3.000  10/1/2014    34.250
VERSO PAPER        11.375   8/1/2016    39.132
WCI COMMUNITIES     4.000   8/5/2023     0.375
WCI COMMUNITIES     4.000   8/5/2023     0.375
WCI COMMUNITIES     6.625  3/15/2015     0.500



                            *********

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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