TCR_Public/121219.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 19, 2012, Vol. 16, No. 352

                            Headlines

4 KIDS ENTERTAINMENT: Confirms Full-Payment Chapter 11 Plan
A123 SYSTEMS: Johnson Controls Appeals Sale to Wanxiang
AMERICAN AIRLINES: Could End Up With Seldom-Seen Plan
AMERICAN PACIFIC: S&P Withdraws 'B' Corp. Credit Rating on Request
AMERICAN WEST: Plan Going Out to Creditors for Vote

ARROW AIR: Court Dismisses Clawback Suit Against American Express
AVETA INC: S&P Withdraws 'B+' CCR Due to Debt Repayment
BEEBE MEDICAL: Moody's Raises Long-Term Bond Rating From 'Ba3'
BRIXMOR LLC: Fitch Affirms 'BB-' IDR and Unsecured Notes Rating
CENTENNIAL BEVERAGE: Seeks to Reorganize Under Chapter 11

CENTRAIS ELETRICAS: Brazilian Plan Approved in U.S.
CHATSWORTH INDUSTRIAL: Case Closed After Consummation of Plan
CIT GROUP: DBRS Raises Issuer Rating to 'BB'
CLEARWIRE CORP: Moody's Reviews 'Caa2' CFR for Upgrade
COSTA BONITA: Motion to Dismiss Chapter 11 Case Declared Moot

CULTURAL ASSETS 1: Landlord Wins Stay Relief to Sell Property
DEVON ENTERPRISES: Arlington ISD Wins Dismissal of Lawsuit
DEVORE STOP: Ruling Affirmed in Continental Capital Dispute
DEVORE STOP: Calif. Court Affirms Ruling in Foreclosure Suit
DISPENSING DYNAMICS: Moody's Assigns 'B3' CFR; Outlook Stable

DISPENSING DYNAMICS: S&P Assigns 'B-' Corporate Credit Rating
DORAL FINANCIAL: S&P Cuts ICR to 'CCC-' on Weak Capital Position
EDISON MISSION: Immediately Seeks Approval of Bonus Program
EDISON MISSION: S&P Cuts Note Rating to 'D' on Bankruptcy Filing
ELISEO MORALES GARCIA: Chapter 7 Trustee Wins Turnover Lawsuit

FAIRWEST ENERGY: Obtains CCAA Relief, Has PwC as Monitor
FIRST PLACE FIN'L: Talmer Authorized to Purchase Bank
GAMETECH INT'L: Chapter 11 Plan Is Confirmed in Delaware
GMAC MORTGAGE: Vermont Court Vacates Ruling in Orcutt Case
GREAT LAKES: Special Dividend No Impact on Moody's 'B2' Rating

HARPER BRUSH: Chapter 11 Plan to be Confirmed Soon
HOSTESS BRANDS: Bakery Union Appeals Wind-Down Order
IAC/INTERACTIVE CORP: Moody's Hikes CFR to 'Ba1'; Outlook Stable
IAC/INTERACTIVE CORP: S&P Raises Corp. Credit Rating to 'BB+'
INTERNATIONAL MANAGEMENT: N.D. Ga. Court Rules in Coverage Suit

JEFFERSON COUNTY: Holding Talks With Bondholders
JET WORKS: Aircraft-Maintenance Shop Files in Fort Worth
LICHTIN/WADE LLC: Court Validates ERGS II's Plan Vote
LOCAL SERVICE: Colo. Court Rules on Elbert County Zoning Dispute
LODGENET INTERACTIVE: Extends HBO, DirecTV Forbearance Agreements

LON MORRIS COLLEGE: Settles With Methodist Foundation
MARCO POLO CAPITAL: Brokerage Owner Files in New York to Sell Biz
MF GLOBAL: R.J. O'Brien Backs Rule 2004 Examination
MUNICIPAL CORRECTIONS: Ga. Prison Seeks Exclusivity Extension
MUSCLE IMPROVEMENT: Court Rejects Portion of All Points Claims

NANTICOKE MEMORIAL: S&P Revises Outlook on 'BB' CCR to Positive
NTELOS HOLDINGS: S&P Puts 'BB-' CCR on Watch on Nextel Stake Sale
OMEGA NAVIGATION: Lenders Settle to Take Over Eight Vessels
PINNACLE AIRLINES: Reaches Tentative Deal With Pilots Association
PROLOGIS INC: S&P Affirms 'BB' Preferred Stock Rating

REGIONS FINANCIAL: Moody's Raises Senior Debt Rating to 'Ba1'
QUICKSILVER RESOURCES: S&P Revises Outlook on 'B-' CCR to Negative
SAN BERNARDINO, CA: Union, Calpers Reiterate Bankruptcy Challenge
SATCON TECHNOLOGY: Draws Objections to Executive Bonus Program
SECURITY NATIONAL: Wants Plan Exclusivity Extended to Jan. 31

SOLAR TRUST: Negotiating Settlement With German Parent
SOUTHERN OAKS: Seeks Approval of InterBank Settlement Agreement
STOCKTON, CA: Creditors Object to Chapter 9 Eligibility
SUNCHASE CAPITAL: 4th Circuit Rules on Constructive Trust Issue
SUNNYSLOPE HOUSING: Court Pegs Remaining Tax Credits at $1.3MM

SUNTRUST BANKS: DBRS Raises Preferred Stock Rating to 'BB(high)'
SUPERIOR OFFSHORE: Lawsuit Against D&Os Goes to Trial
TAMINCO ACQUISITION: Moody's Rates PIK Toogle Notes '(P)Caa2'
TELESAT CANADA: Moody's Corrects October 24 Rating Release
TOKLAN OIL: Confirms Plan, Auction Doubled Price

TRIDENT MICROSYSTEMS: Stockholders May Get 28 Cents Under Plan
TRINET HR: S&P Assigns 'B' CCR on Strategic Outsourcing Deal
UNITED SURGICAL: Moody's Affirms 'B2' CFR; Rates Add-On Loan 'B1'
UNITED SURGICAL: S&P Rates New $150MM Secured Loan 'B'
VITRO SAB: Court of Appeals Lets Bondholders Collect

VITRO SAB: Initiates Settlement Trial Against Dissident Funds
ZIONS BANCORP: Moody's Hikes Subordinated Debt Rating to 'Ba2'
ZUP HOLDINGS: Condo Owner Files Chapter 11 to Halt Foreclosure

* Stern Objection Turns Up in Mortgage Validity Suit
* Ability to Pay Debts Considered Under Totality Test
* Chapter 13 Dismissed on Bad Faith Over Attorney Fees

* Moody's Says Fiscal Cliff to Hit Auto, Gaming & Lodging Sectors
* Maranon Capital Moves to New Chicago Headquarters

* Upcoming Meetings, Conferences and Seminars



                            *********

4 KIDS ENTERTAINMENT: Confirms Full-Payment Chapter 11 Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that 4Kids Entertainment Inc. won approval of a Chapter 11
reorganization plan at a Dec. 13 confirmation hearing.  The plan
pays creditors in full and has a distribution for stockholders.
The 4Kids stock traded for 45 cents on Dec. 14 in the over the
counter market.

The report recounts that after the business was sold in June,
4Kids filed a plan where the accompanying disclosure statement
showed how $6.25 million in unsecured claims would be paid in full
with interest.  Secured creditors were paid previously.  After
expenses of bankruptcy are paid, equity holders were projected to
receive 69 cents a share, according to the disclosure statement.

The Debtor's business fetched a $15 million purchase price from
two buyers.  An affiliate of Tokyo-based Konami Corp. bought
licenses for the Yu-Gi-Oh! animated television programs. Kidsco
Media Venture LLC, affiliated with Saban Capital Group Inc.,
acquired the programming agreement with the CW Network LLC. 4Kids
previously generated $9 million from settlement with the owner of
the licenses for Yu-Gi-Oh!.

                     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.


A123 SYSTEMS: Johnson Controls Appeals Sale to Wanxiang
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Johnson Controls Inc., which lost the auction, lost
no time in appealing bankruptcy court approval for China's
Wanxiang Group Corp. to purchase A123 Systems Inc. for $256.6
million.  The bankruptcy court in Delaware approved the sale on
Dec. 11.  JCI appealed three days later.

According to the report, Milwaukee-based JCI said it might be
interested in buying the business if Wanxiang can't obtain
government approval for the acquisition.

The government gave grants to A123 to develop the plant.  So far,
the government put up $135 million, with $120 million still
potentially available for disbursement, the government said in
court filings.

A123's convertible subordinated notes traded at 4:02 p.m. Dec. 17
for 67.25 cents on the dollar according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The notes were as low as 21.25 cents on the day of bankruptcy.

                       About A123 Systems

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

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

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

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

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

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

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


AMERICAN AIRLINES: Could End Up With Seldom-Seen Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the AMR Corp. bankruptcy could end up with a seldom-
seen reorganization plan where creditors of its subsidiary
American Airlines Inc. are not paid in full although creditors of
the AMR parent are fully paid and shareholders receive a
distribution.  More typically, creditors of an operating company
realize a higher recovery in bankruptcy than creditors of the
parent holding company.

According to the report, AMR stock had been trading below 40 cents
a share from early October until mid-November when the shares
began to rise and closed on Dec. 14 at 78.6 cents in the over the
counter market.  There's good reason for the stock to double in
price within a month, according to Kevin Starke from CRT Capital
Group LLC.

The report relates that Mr. Starke, a managing director at CRT in
Stamford, Connecticut, wrote a report on Dec. 14 concluding that
$275 million could be left over at the AMR holding company after
paying the parent's claims in full, leaving an 80 cent per-share
recovery for stockholders.  Mr. Starke's conclusion that the
parent AMR might be solvent is based on double-dip claims where
creditors with claims against the parent also have claims against
the airline subsidiary based on guarantees.  The contribution that
the airline makes toward payment of double-dip claims could mean
full payment for creditors at the parent AMR.

The report discloses that according to Mr. Starke's analysis,
single-dip claims against the airline are worth about 40%, in his
mid-range case, or 81% in the high-range.  Mr. Starke says in his
report that he leans toward the high end.  For double-dip claims
against the parent, Mr. Starke projects the recovery at 74% in the
mid-range case and to full payment with possible interest in the
high case.

According to the report, the lynchpin to Mr. Starke's analysis is
a balance sheet item where the airline owes the parent $2.4
billion.  Mr. Starke explained in an interview how he believes
"the origin of the intercompany claim is the issuance of bonds by
the holding company that were loaned by the parent to the
airline."

According to the report, Mr. Starke warns that the intercompany
claim could be attacked by creditors of the airline, who might
contend it should be characterized as an equity investment.
Mr. Starke's guess about holding company solvency in part results
from 70% of the equity of the combined airlines that US Airways
Group Inc. was reported by Reuters to have offered to AMR
creditors.  If the valuation of the combined companies is $8.5
billion, there would be a 63% recovery on the $9.4 billion in
claims against the airline, meaning that the parent's claim would
be worth about $1.5 billion.

The report notes that the market is not yet so bullish as
Mr. Starke. The $460 million in 6.25% unsecured convertible bonds
due 2014 traded for 82.938 cents on the dollar at 10:59 a.m. on
Dec. 14, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.  Mr. Starke said he
would not be surprised to see "stockholders agitate" for an
official equity committee.

                         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 PACIFIC: S&P Withdraws 'B' Corp. Credit Rating on Request
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating, on Las Vegas-based American
Pacific Corp. at the company's request.


AMERICAN WEST: Plan Going Out to Creditors for Vote
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of American West Development Inc. can begin
voting on the reorganization plan now that the bankruptcy judge
approved revised disclosure materials and scheduled a Jan. 15
confirmation hearing for approval of the plan.

The report recounts that the U.S. Trustee raised objections to a
prior iteration of the Plan, blocked the plan, and forced American
West to file a new version.  The original plan was negotiated with
secured lenders owed $177.5 million.

According to the report, after a hearing in September, the
bankruptcy judge sided with the U.S. Trustee and ruled in November
that the plan violated the prohibition against releases in favor
of nonbankrupt third parties.  He also concluded that creditors
weren't given notice of revisions to the plan before they voted.
To remedy the defects, American West filed revised disclosure
materials, allowing the judge to permit a vote.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


ARROW AIR: Court Dismisses Clawback Suit Against American Express
-----------------------------------------------------------------
American Express Company sought and obtained dismissal of an
avoidance action initiated by Barry E. Mukamal, in his capacity as
Liquidating Trustee of the Arrow Air Creditor Trust, successor to
and representative of the bankruptcy estates of Arrow Air, Inc.
and Arrow's parent company, Arrow Air Holdings Corp.

The Bankruptcy Court, however, granted the Trustee leave to file
an amended Preference Claim and Fraudulent Transfer Claims within
20 days after entry of the Memorandum Decision.

The Trustee filed a six-count Complaint against AmEx on June 28,
2012, to avoid and recover $390,402 in allegedly preferential
transfers.  The Trustee also asserts five Fraudulent Transfer
Claims, and pursuant to each one, the Trustee seeks to avoid and
recover $6,010,382, inclusive of the Preference Claim amount.

A copy of Bankruptcy Judge A. Jay Cristol's Dec. 12 Memorandum
Decision and Order is available at http://is.gd/Ka7z1jfrom
Leagle.com.

American Express Company is represented in the lawsuit by:

          Jennifar M. Hill, Esq.
          LEVINE KELLOGG LEHMAN SCHNEIDER + GROSSMAN LLP
          Miami, FL
          Tel: (305) 403-8788
          Fax: (305) 403-8789
          E-mail: jmh@lklsg.com

The case is BARRY E. MUKAMAL, Liquidating Trustee, on behalf of
the Arrow Air Creditor Trust, Plaintiff, v. AMERICAN EXPRESS
COMPANY, Defendant, Adv. Proc. No. 12-1710 (Bankr. S.D. Fla.).

                          About Arrow Air

Miami, Florida-based Arrow Air, Inc., provides scheduled and
charter cargo logistics services between the United States,
Central and South America, and the Caribbean.  The Company is a
wholly owned subsidiary of Arrow Air Holdings Corp., which is 95%
owned by an affiliate of MatlinPatterson Global Opportunities
Partners III.

Arrow Air, Inc., dba Arrow Cargo, filed for Chapter 11 bankruptcy
protection on June 30, 2010 (Bankr. S.D. Fla. Case No. 10-28831).
Jordi Guso, Esq., in Miami, Florida, represents the Debtor in its
restructuring effort.

The Chapter 11 case is Arrow's third.  Arrow halted operations the
day before the Chapter 11 filing.  In December 2010, Arrow Air
received confirmation of its Chapter 11 plan of reorganization.
The plan resulted from a settlement with the unsecured creditors'
committee.


AVETA INC: S&P Withdraws 'B+' CCR Due to Debt Repayment
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
counterparty credit and issue ratings on Aveta Inc.

"We are subsequently withdrawing the rating, given the debt
repayment," S&P said.

"Aveta Inc., the ultimate parent company in the Aveta group, had a
guarantee in place for the debt outstanding at NAMM Holdings Inc.
(a downstream holding company in the Aveta group). The outstanding
debt at NAMM has now been repaid. Because Aveta is no longer
guaranteeing the debt obligation and has no public debt
outstanding, we are withdrawing our ratings on Aveta at this
time," S&P said.


BEEBE MEDICAL: Moody's Raises Long-Term Bond Rating From 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has upgraded to Baa3 from Ba3 the long-
term bond rating assigned to Beebe Medical Center's (DE) (Beebe)
$53.9 million of outstanding bonds issued by the Delaware Health
Facilities Authority. The rating is removed from review direction
uncertain. The outlook is stable.

Rating Rationale

The rating upgrade to Baa3 from Ba3 reflects the elimination of
key event risk following the settlement of class action litigation
related to a former pediatrician who was convicted on multiple
counts of sexually abusing patients. The stable outlook reflects
the ability of Beebe to maintain financial stability during the
settlement process, low debt position, and stable liquidity and
leverage measures over the past two years. Moody's expects Beebe
to improve performance in order to support capital plans, possible
new debt plans in the near term and rebuild its balance sheet.

Strengths

* All parties in the class action lawsuit against Beebe have
   signed a settlement agreement approved by the appropriate
   judicial authorities explicitly capping the financial exposure
   to the hospital to known and manageable levels. Under the
   agreement, Beebe contributed $7.2 million in cash and will
   provide up to $1 million in free medical services to victims
   through August 2027. Beebe's insurers will pay $111.8 million
   to the settlement fund, and the Medical Society of Delaware
   through its insurers, will contribute $3 million to the
   settlement fund. The total amount of the settlement fund is
   $122.2 million.

* The settlement agreement explicitly prohibits additional legal
   action related to the abuse case; there were approximately 900
   claims filed in the case. The convicted pediatrician, Dr. Earl
   Bradley, practiced medicine in the Lewes, Delaware area from
   1994 through 2009; he had admitting privileges at Beebe prior
   to his conviction

* Despite event risk associated with pending legal proceedings
   which took place from January 2010 until November 2012, Beebe
   maintained operational stability, reflecting minimal day-to-
   day impact of litigation. The system had a negative operating
   margin in FY 2012 (-1.1% operating margin and 6.5% operating
   cash flow margin) due to multiple one-time expenses that
   management expects will not occur in the future, including
   cash payouts for the settlement and delays implementing a
   health IT system.

* Dominant service provider in Sussex County that saw 26%
   population growth in 10 years, home values well above national
   median and poverty levels below national average. Management
   reports the local community supported the hospital while the
   class action was pending.

Challenges

* System has limited proximity on its minimum 100 days cash
   covenant with PNC Bank for letter of credit (LOC) debt, with
   108 days at September 30, 2012 and 107 days at FYE 2012 (this
   includes LOC collateral funds of $18.5 million for the Series
   2002 bonds). Management reports it has never violated this
   covenant.

* Beebe is contemplating the issuance of new debt to finance its
   electronic health records; plans are expected to be finalized
   in early 2013

* Softening inpatient admission volumes due to overall decline
   in economy, hospital shift toward observation stays. Medicare
   comprises a high 57% of gross patient revenues in FY 2012
   (national median is 44%).

* Beebe is facing competitive pressure from Peninsula Regional
   Medical Center, MD, which plans to open an ambulatory facility
   in Beebe's primary service area. Management has responded by
   building a facility in the same town scheduled for completion
   in June 2013.

* Sizable and growing pension liability, with unfunded status
   growing to $25.2 million in FY 2012 from $12.2 million in FY
   2011. The pension's funded ratio fell to 64% from 77%.

Outlook

The stable outlook reflects the ability of Beebe to maintain
financial stability during the settlement process, low debt
position, and stable liquidity and leverage measures over the past
two years. Moody's expects Beebe to improve performance in order
to support capital plans, possible new debt plans in the near term
and rebuild its balance sheet.

What Could Make The Rating Go UP

Material operational improvement and balance sheet strengthening
in FY 2013 and beyond as the system implements its post-litigation
strategy

What Could Make The Rating Go DOWN

Significant weakening of operating and financial performance;
material decline in liquidity and/or a material increase in debt;

The principal methodology used in this rating Not-For-Profit
Healthcare Rating Methodology published in March 2012.


BRIXMOR LLC: Fitch Affirms 'BB-' IDR and Unsecured Notes Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Brixmor LLC as
follows:

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

The Rating Outlook is Stable.

The affirmation is driven by improving portfolio performance and a
favorable refinancing environment that are contributing to
moderately improving credit metrics expected to remain consistent
with a 'BB-' rating in the near to medium term.  The ratings are
also supported by a laddered debt maturity schedule and a large,
diversified portfolio of grocery anchored shopping centers.

Brixmor is better capitalized and is able to fund tenant
improvements and leasing commissions (TIs and LCs), subsequent to
the acquisition of Brixmor and the remaining U.S. platform of
Centro Properties Group by Brixmor Property Group ('BPG,' an
affiliate of Blackstone Real Estate Partners VI L.P.) in June
2011.  As such, occupancy increased 150 basis points (bps) to
84.5% for the consolidated portfolio and leasing spreads on new
and renewal leases have averaged 6.3% in 2012 YTD.  The strong
leasing performance has driven SSNOI growth of 6.2% in 2012 YTD.

Leverage was 7.9x as of Sept. 30, 2012, which is strong for the
rating.  Fitch projects that leverage will decline below 7.0x in
2014, driven by healthy operating fundamentals and moderate debt
paydowns.  Fitch defines leverage as net debt to recurring
operating EBITDA (adjusted for Fitch's estimates of general and
administrative expense distributions to BPG and recurring
operating distributions from joint ventures).

The company also benefits from a well staggered debt maturity
schedule with just 12.6% and 9.4% of total debt maturing in 2013
and 2014, respectively for Brixmor on a consolidated basis.
However, approximately 94% of Brixmor's $405 million of unsecured
debt matures or has put options by the end of 2015, placing
pressure on the company's liquidity.

Further supporting the rating is a well-diversified portfolio of
574 grocery anchored shopping centers (including interests in
joint ventures) consisting of 90.8 million square feet across 39
states.  The portfolio contains over 4,000 national, regional and
local tenants and the largest tenant represents just 3.2% of
annualized base revenue (ABR).  The top ten tenants represent just
17.2% of ABR, limiting individual tenant risk.

The ratings are partially offset by low fixed charge coverage, low
unencumbered asset coverage of unsecured debt, near term maturity
of almost all unsecured bonds, and a liquidity shortfall on a
standalone basis.

Brixmor's fixed charge coverage, calculated as recurring operating
EBITDA less straight line rents and recurring capital expenditures
divided by total interest incurred was 1.2x for the TTM ended
Sept. 30, 2012, which is low for the rating, due in part to
elevated recurring capital expenditures.  The high level of
recurring capital expenditures is driven by a previous lack of
investment due to historical capital constraints, and management's
current efforts to proactively lease-up the portfolio.  Fitch
projects fixed charge coverage will rise above 1.5x through 2014,
driven primarily by increasing occupancy and positive leasing
spreads, leading to moderate SSNOI growth combined with greatly
reduced recurring capital expenditures going forward.

Brixmor's unencumbered asset coverage of unsecured debt based on
annualized 3Q'12 unencumbered NOI and applying an 8.0% cap rate
was low for the 'BB-' rating, as many unencumbered assets were
previously transferred to affiliated joint ventures by Brixmor's
previous parent entity.

Brixmor has a liquidity shortfall, as total sources of liquidity
(cash and projected retained cash flows from operations) minus
total uses of liquidity (debt maturities and recurring capital
expenditures) result in a $198 million shortfall, or a liquidity
coverage ratio of 0.4x.  This shortfall is driven by Brixmor's
lack of an unsecured revolving credit facility and unsecured bond
maturities.

Assuming that the company is able to refinance 80% of secured
debt, liquidity coverage improves to 0.7x, and the company has
demonstrated the ability to replace maturing unsecured debt with
secured debt and utilizing equity contributions from BPG, which
minimizes refinance risk. BPG would likely fund any liquidity
shortfall that Brixmor may experience, given a common treasury
demonstrated by the company; however there is no contractual
obligation to do so.

The Stable Rating Outlook is driven by slightly improving retail
real estate fundamentals supported by Brixmor's financial
flexibility to aggressively lease-up the portfolio.

The following factors may have a positive impact on the rating
and/or Rating Outlook:

  -- A sustained liquidity surplus;
  -- Fitch's expectation of fixed charge coverage sustaining above
     1.5x (coverage was 1.2x for the TTM ended Sept. 30, 2012);
  -- Fitch's expectation of leverage sustaining below 7.0x
     (leverage was 7.9x as of Sept. 30, 2012);
  -- Demonstrated access to the unsecured bond market.

The following factors may have a negative impact on the rating
and/or Rating Outlook:

  -- A material deterioration in liquidity;
  -- Fixed charge coverage sustaining below 1.3x;
  -- Leverage sustaining above 8.5x.


CENTENNIAL BEVERAGE: Seeks to Reorganize Under Chapter 11
---------------------------------------------------------
On Dec. 17, 2012, Centennial Beverage Group filed a voluntary
petition under chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of Texas, Dallas
Division.  The case is styled and numbered In re Centennial
Beverage Group, LLC, Case No. 12-37901-bjh-11.  The case has been
assigned to the Honorable Barbara J. Houser, Chief Judge of the
Bankruptcy Court.

Centennial will continue operations as a debtor-in-possession
under chapter 11 of the Bankruptcy Code, and is filing several
motions with the Bankruptcy Court to ensure a minimal impact on
customers, employees and vendors in connection with the bankruptcy
filing.  Centennial will seek to use the protections and
flexibility of the Bankruptcy Code to reorganize operations,
resolve outstanding debt, and ultimately exit bankruptcy as a
stronger company poised to continue its 76-year relationship with
customers throughout the DFW Metroplex.

Centennial continues to drastically mark down all inventory at
every Centennial, Big Daddy's and Majestic store with discounts
ranging from 30% to 70% off regular retail prices starting
Thursday, Dec. 20 through Saturday, Dec. 22.  The Centennial
Dallas Warehouse will have the final two days of its moving sale
this Thursday, Dec. 20, and Friday, Dec. 21, taking an additional
20% off the lowest ticketed price.


CENTRAIS ELETRICAS: Brazilian Plan Approved in U.S.
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Centrais Eletricas do Para SA, an electric utility in
Brazil's northern state of Para, won assistance from the U.S.
Bankruptcy Court in New York in implementing the bankruptcy
reorganization approved in September by a Brazilian court.

According to the report, the reorganization approved in Brazil
provided for the noteholders to receive 17.5% in cash in return
for cancellation of the notes.  The cash comes from Equatorial
Energia SA, which purchased the company.  The unsecured creditor
class including noteholders approved the plan with 71.35% of
claims in favor, according to a court filing.

Centrais Eletricas said it nonetheless needed Chapter 15 relief
because the U.S. indenture trustee for the noteholders was unable
to carry out the terms of the plan without an order from a U.S.
court.

The New York bankruptcy judge, the report discloses, signed an
order on Dec. 12 recognizing the Brazilian court as home to the
so-called foreign main proceeding.  The U.S. judge also declared
that the Brazilian reorganization should be enforced in the U.S.
The order from the U.S. court assures the indenture trustee of
receiving reimbursement of $700,000 in expenses.  In addition, an
ad hoc bondholder group recovers as much as $1.2 million in
professional fees and expenses.  There were no objections.

                     About Centrais Eletricas

Centrais Eletricas do Para SA, a Brazilian utility know as Celpa
that was acquired this month by Equatorial Energia SA, filed for
Chapter 15 bankruptcy protection in New York (Bankr. S.D.N.Y. Case
No. 12-14568).  The company, based in Belem, Brazil, estimated
both debt and assets of more than $1 billion.

Celpa filed for bankruptcy protection in Brazil in February after
a four-year freeze on rates pushed up debt to about 2.3 billion
reais.  Celpa asked the U.S. court to recognize the proceeding
pending before the Thirteenth Civil Court of Belem, State of Para,
as a "foreign main proceeding."

Celpa distributes electricity to 7.4 million people in 143
municipalities in the northern Brazilian state of Para, the
company said in the February filing.


CHATSWORTH INDUSTRIAL: Case Closed After Consummation of Plan
-------------------------------------------------------------
United States Bankruptcy Judge Maureen Tighe has ordered the
closing of the Chapter 11 cases of Chatsworth Industrial Park, LP,
after the Court found that the Debtor's confirmed plan of
reorganization has been consummated.

Chatsworth Industrial Park's confirmed plan requires it to pay
$7.84 million to secured creditor CSFB 2003-C4 Nordhoff Limited
Partnership within 90 days of the effective date and allow CSFB to
retain $279,000 from reserve accounts in lieu of the cure and
reinstatement of its loan.

Pursuant to the modified Third Amended Plan, confirmed June 19,
2012, the reorganized Debtor will pay per diem interest to CSFB
(starting from and after June 1, 2012 on the unpaid amount of the
Payoff Amount) in the amount of $1,197 until the Payoff Amount has
been paid to CSFB.  The interest payments will commence on the
earlier of July 1, 2012 or the Effective Date and the first of
each month thereafter for the interest accruing for the previous
month.

If the Debtor fails to pay the full Payoff Amount plus any
interest due (i.e., the per diem interest of $1,197) by the Due
Date, the Bankruptcy Case will be dismissed, with prejudice and a
bar against a future filing for 6 months and CSFB will be entitled
to proceed with any and all remedies available to it under the
loan documents, including a non-judicial foreclosure and
appointment of a receiver; in addition, all accrued prepetition
and postpetition default interest will not be deemed waived and
will be due and owing under the loan in addition to the Payoff
Amount in the amount then remaining due after application of all
payments made to date.

                    About Chatsworth Industrial

Tarzana, California-based Chatsworth Industrial Park, LP, owns and
operates five adjacent industrial properties in Chatsworth,
California.  It filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 09-27368) on Dec. 23, 2009.  Judge Maureen Tighe
presides over the case.  Caceres & Shamash, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets at
$10 million to $50 million and $1 million to $10 million in debts.


CIT GROUP: DBRS Raises Issuer Rating to 'BB'
--------------------------------------------
DBRS, Inc. has upgraded the ratings of CIT Group Inc. (CIT or the
Company), including its Issuer Rating to BB from BB (low).  The
trend on all long-term ratings, with the exception of the
Revolving Credit Facility, is Positive.  In addition, DBRS has
upgraded the Revolving Credit Facility rating of CIT to BBB (low)
from BB (high) with a Stable trend.  Concurrently, DBRS has
confirmed the Short-term Instruments rating of R-4 with a Stable
trend.  The rating action follows a review of the Company's
operating results, fundamentals and future prospects.

The rating action reflects DBRS's recognition of CIT's progress in
strengthening underlying earnings ability underpinned by the
Company's successfully refinancing or redeeming the $31 billion of
legacy high-cost debt.  Further, the rating action considers CIT's
growing deposit base and the continued advancement of the
transformation to a bank-centric model.  Ratings also consider
CIT's leading commercial lending franchise, sound credit
performance in an uncertain environment and the Company's solid
capital base.

DBRS views CIT's financial risk profile as strengthening supported
by the evolving funding profile and a well-managed liquidity
position.  CIT continues to grow deposits and move to a more
balanced funding profile.  At September 30, 2012, deposits totaled
$8.7 billion, up 41% from year-end 2011 and now represent 28% of
total funding.  CIT's internet bank has been the primary driver of
the deposit growth; raising over $4.0 billion of deposits since
its launch in October 2011.  Nevertheless, while DBRS acknowledges
the progress in advancing the shift in the funding mix, DBRS
realizes that the transformation to the Company's targeted funding
profile will take time.

DBRS recognizes the Company's significant achievement in
eliminating the presence of high-cost debt in the capital
structure.  As a result, the Company's financial flexibility has
improved with lower balance sheet encumbrance while earnings have
benefited from lower funding costs.  Indeed, the Company's
weighted average interest rate has been reduced dramatically.  For
3Q12, CIT's weighted average coupon was 3.28% compared to 4.75% a
year ago and 5.97% in 1Q10.

In DBRS's view, CIT's GAAP earnings mask the true earning
generation of the franchise.  As such, DBRS looks to the Company's
underlying earnings which excludes the impact of fresh start
accounting (FSA) and debt prepayment penalties associated with the
acceleration in the repayment of high-cost debt.  On this basis,
CIT reported pre-tax income of $376.6 million for 9M12 compared to
pre-tax income of $161.5 million in the comparable period a year
ago.  Underlying results benefited from higher origination
volumes, the aforementioned reduction in high cost debt, and
favorable credit performance.  "Economic" net finance margin,
which excludes FSA and debt prepayment penalties, improved to
2.97% in 3Q12 from 1.58% a year ago, illustrating the substantial
benefit to earnings of the successful reduction in high-cost debt.
DBRS will continue to monitor CIT's ability to improve
profitability by executing on its transformation to a bank-centric
model which calls for growing high yielding commercial assets
funded by lower cost deposits.  To this end, 96% of U.S. loan and
lease volume in 3Q12 was originated at the Bank compared to 39% in
YE10.

CIT's sound commercial lending franchise is a key factor
underpinning the ratings. Importantly, this rating action
recognizes CIT's ability to restore its commercial lending
franchise to a growth trajectory in a challenging environment.
Total new funded volumes in 9M12 increased 33% YoY to $6.5 billion
and reported YoY growth in three of four commercial segments.  The
solid growth in volumes underpinned the increase in commercial
finance and leasing assets, which have grown for four consecutive
quarters.  DBRS views the expansion in lending volumes as
evidencing the strength of the franchise and the successful
restoration of customer confidence in CIT.

Asset quality metrics remain stable at historical lows despite the
uneven macroeconomic environment.  For the nine months ending
September 30, 2012, net charge-offs were $56.8 million, or 0.37%
of average finance receivables compared to 1.38% a year ago.  Non-
accrual loans totaled $412.0 million, or 2.0% of the book at the
end of September 2012, declining from $702.0 million, or 3.53% of
the loan book at year-end 2011.  The favorable credit performance
resulted in provisions for credit losses to decline 80% YoY to
$51.5 million.  DBRS sees this performance as evidencing the
strengthened risk management infrastructure of CIT as well as the
Company's sound servicing capabilities.  Nonetheless, given recent
indications of slowing economic growth around the globe, DBRS
remains cautious that favorable credit performance could stall.

With regards to capital, DBRS considers CIT's capital position as
sound supported by a high quality capital base that provides ample
loss absorption capacity.  Indeed, at September 30, 2012, CIT's
tangible equity-to-tangible assets ratio stood at a robust 17.9%.
CIT remains well-capitalized by regulatory standards.  At
September 30, 2012, the Company's Preliminary Tier 1 Capital Ratio
stood at 16.7% and Total Capital at 17.5%.

Concurrent with the action, DBRS has upgraded the rating of the
Revolving Credit Facility (the Facility) to BBB (low), which is
two notches above the Company's Issuer Rating.  The notching
reflects DBRS's view that recovery, in the case of default, will
be greater than 70%.  This view on the recovery reflects the
upstream guarantee in place from eight operating subsidiaries of
CIT for the benefit of the Facility.  The Stable trend reflects
that per DBRS policy, the notching on such instruments will narrow
and eventually be eliminated as the Issuer Rating strengthens.
Based on DBRS policy, the notching up from the Issuer Rating based
on the recovery analysis described above is limited on the
Revolving Credit Facility to BBB (low).  As such, the Issuer
Rating and Facility ratings potentially could converge to this
rating level.

The Positive trend on the issuer rating reflects DBRS's
expectation that over the next 12 to 18 months CIT will continue
to grow commercial assets to support further strengthening of
earnings, which is prerequisite for additional positive ratings
movement.  Moreover, DBRS anticipates earnings to benefit from
expanding margins, a higher contribution from non-spread revenue,
and improved operating efficiency.  DBRS would view favorably
CIT's ability to further advance its transformation to a more
bank-centric model.  DBRS would also view positively deposit
growth underpinned by rational pricing and further diversification
of product offerings designed to deepen customer relationships
thereby supporting deposit retention.  Rating progress would stall
should earnings come under pressure signaling deterioration in the
strength of the franchise, below peer deposit retention, or credit
costs increase beyond DBRS tolerance levels suggesting weakness in
risk management and servicing.


CLEARWIRE CORP: Moody's Reviews 'Caa2' CFR for Upgrade
------------------------------------------------------
Moody's Investors Service has placed all ratings of Clearwire
Corporation, including its Caa2 Corporate Family Rating, on review
for upgrade following the announcement that the Company has
entered into a definitive agreement with Sprint Nextel Corporation
that contemplates Sprint acquiring the approximately 50% of
Clearwire's shares that it does not currently own for $2.97 per
share. Clearwire's existing shareholders will receive an aggregate
of $2.2 billion in cash for their shareholdings and Clearwire will
become a wholly-owned subsidiary of Sprint.

The transaction is expected to close by mid-2013, pending
Clearwire shareholder approval, including a majority of Clearwire
stockholders not affiliated with Sprint or Softbank Corp.,
regulatory approvals and Sprint's previously announced transaction
with SoftBank (Sprint's ratings remain on review for upgrade). In
the interim, despite an $80 million per month liquidity injection
from Sprint that begins in January and continues for 10 months,
Moody's sees Clearwire's circumstance as largely unchanged and
have, therefore, left all ratings at their prevailing levels.

In addition to uncertainties concerning appovals, it is not yet
known how Sprint plans to operationally integrate Clearwire are or
whether Clearwire's debt will be reconfigured. Consequently,
Moody's review will focus on Sprint's operational and financial
plans for Clearwire following the deal's close.

Moody's has taken the following rating actions:

Issuer: Clearwire Communications LLC

  On Review for Possible Upgrade:

     Corporate Family Rating, Placed on Review for Upgrade,
     currently Caa2

     Probability of Default Rating, Placed on Review for Upgrade,
     currently Caa3

     US$1600M 12% Senior Secured Regular Bond/Debenture, Placed
     on Review for Upgrade, currently B3

     US$175M 12% Senior Secured Regular Bond/Debenture, Placed on
     Review for Upgrade, currently B3

     US$300M 14.75% Senior Secured Regular Bond/Debenture, Placed
     on Review for Upgrade, currently B3

     US$500M 12% Senior Secured 2nd lien Regular Bond/Debenture,
     Placed on Review for Upgrade, currently Caa3

  Outlook Actions:

     Outlook, Changed To Rating Under Review From Stable

Issuer: Clearwire Escrow Corporation

  On Review for Upgrade:

    US$920M 12% Senior Secured Regular Bond/Debenture, Placed on
    Review for Upgrade, currently B3

  Outlook Actions:

     Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

Clearwire gains from the transaction due to the relative strength
of Sprint and SoftBank, which have higher credit ratings and
greater access to capital. The Company also avoids having to seek
out other partners or sell excess spectrum to raise additional
capital. Sprint will also provide Clearwire with up to $800
million of 1% exchangeable notes to enable Clearwire to continue
the two companies' jointly planned LTE buildout.

For Sprint, gaining full control of Clearwire's spectrum largely
addresses Sprint's spectrum shortfall for at least the next
several years. Sprint, which is in the process of upgrading its
network to 4G LTE, should also be able to increase the pace and
efficiency in executing its Network Vision plan.

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


COSTA BONITA: Motion to Dismiss Chapter 11 Case Declared Moot
-------------------------------------------------------------
The Bankruptcy Court denied a motion to dismiss the Chapter 11
case of Costa Bonita Beach Resort Inc. filed by Asociacion de
Condomines de Costa Bonita.  The Court said the request is moot
after Asociacion's counsel informed the Court that postpetition
fees are now current.

As reported in the Troubled Company Reporter on Sept. 25, 2012,
Asociacion de Condomines de Costa Bonita Beach Resort asked the
U.S. Bankruptcy Court for the District of Puerto Rico to dismiss
the Chapter 11 case.  Asociacion de Condomines said that on April
23, 2012, it requested for the payment of $16,028 administrative
expenses.  The Court granted the motion on May 31, however, the
Debtor failed to pay the administrative expenses, moreover past
petition administrative expenses have accrued, and as of Sept. 4,
expenses amount to $103,197.

According to Asociacion de Condomines, the failure to comply with
the order has provoked irreparable damages; several governmental
agencies have made several remarks related to the lack of
maintenance of the septic tanks, possible contamination with sewer
water to in the premises; the Debtor does not own the means to
keep maintaining the premises and irreparable deterioration will
be unstoppable; and the Debtor's failure to comply with the order
caused the constant deterioration of the premises, and if
continued will be cause state and federal agencies to close the
premises for lack of healthy conditions in the land and air.

                 About Costa Bonita Beach Resort

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D. P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CULTURAL ASSETS 1: Landlord Wins Stay Relief to Sell Property
-------------------------------------------------------------
Bankruptcy Judge James S. Starzynski granted the emergency motion
filed by Michael and Kay Coughlins for relief from the automatic
stay to exercise non-bankruptcy law remedies against debtor,
Cultural Assets 1, LLC, including selling the Coughlins' residence
at 21 Painted Horse, Las Campanas, Santa Fe, New Mexico; enforcing
state-court ordered injunctive relief; and return to the First
Judicial District Court, County of Santa Fe, State of New Mexico
to pursue the merits of two State Court actions.

In 2010, Al Luckett, Cultural Assets' manager, and his spouse
Christine McCarthy leased the 21 Painted Horse property.  The
lease was initially for one year -- September 2010 through August
2011 -- but was later extended.  The Coughlins have found a buyer
for the property and noted that Mr. Luckett and Cultural Assets
have been delinquent on their payment obligations.

A copy of the Court's Dec. 14, 2012 Memorandum Opinion is
available at http://is.gd/DLzouqfrom Leagle.com.

Cultural Assets 1, LLC, performs "due diligence services" on art
and artifacts that belong to other persons or entities.  The idea
behind Cultural Assets is to establish "absolute proofs" of the
authenticity and provenance of collected items so that there are
no reasonable concerns about ownership of the art and artifacts so
that in turn they can be freely sold at their maximum price (or,
alternatively, retained by the owner or donated).  Following the
completion of the research to establish the absolute proofs, some
combination of Cultural Assets and/or the owners of the art and
artifacts will bring an action against the United States
Department of Justice to obtain a declaratory judgment to
establish the authenticity and provenance of the items, thereby
completing the process of making them more saleable at a higher
price.

Cultural Assets 1, LLC, filed for Chapter 11 bankruptcy (Bankr.
D.N.M. Case No. 12-13793) on Oct. 16, 2012, listing under
$1 million in assets and debts.  A copy of the petition is
available at http://bankrupt.com/misc/nmb12-13793.pdf The Debtor
is represented by Jennie D. Behles, Esq. -- filings@jdbehles.com


DEVON ENTERPRISES: Arlington ISD Wins Dismissal of Lawsuit
----------------------------------------------------------
Devon Enterprises, LLC d/b/a Alliance Bus Charters, failed to
advance on its claims for damages against Arlington Independent
School District.  District Judge John McBryde granted the ISD's
motion for summary judgment and threw out Devon's lawsuit seeking
injunctive relief, monetary damages, and attorney's fees for the
ISD's alleged refusal to employ Devon as an approved bus carrier
solely on the basis of bankruptcy petition.  Devon argued that the
ISD violated 11 U.S.C. Sec. 525(a), and Sec. 44.031 of the Texas
Education Code.

The ISD asserted that it did not deny Devon a contract for bus
service solely on the basis of its bankruptcy.  In choosing
another serviced provider pursuant to competitive bidding
provisions of the Texas Education Code, the ISD said it looked
into Devon's poor historical performance, including the breakdown
of a bus in EI Paso that stranded the ISD's students, the
company's history of a bus fire, a self-reported injury accident,
and difficulties maintaining certificates of insurance.

The lawsuit is, DEVON ENTERPRISES, LLC D/B/A ALLIANCE BUS
CHARTERS, Plaintiff, v. ARLINGTON INDEPENDENT SCHOOL DISTRICT,
Defendant, No. 4:11-CV-671-A (N.D. Tex.).  A copy of the Court's
Dec. 11, 2012 Memorandum Opinion and Order is available at
http://is.gd/aJYQROfrom Leagle.com.

Devon Enterprises LLC, aka Alliance Bus Charters, a Fort Worth,
Texas-based charter bus company providing bus services to area
school districts and others, filed for Chapter 11 bankruptcy
(Bankr. N.D. Tex.Case No. 10-46792) on Oct. 20, 2010.  Judge
Russell F. Nelms oversees the case.  Eric A. Liepins, P.C., serves
as the Debtor's counsel.  In is petition, the Debtor estimated
under $50,000 in assets and $1 million to $10 million in debts.
The petition was signed by Richard Bastow, manager.


DEVORE STOP: Ruling Affirmed in Continental Capital Dispute
-----------------------------------------------------------
William Morschauser filed an action against Continental Capital,
LLC, Stephen J. Collias, and Thia Fuller for damages caused by
their alleged negligent and fraudulent misrepresentations and
other conduct in connection with the sale and foreclosure
proceedings of real property owned by the Devore Stop partnership
and Mr. Morschauser.  Mr. Morschauser, individually, and as a
partner with Mohammad Abdizadeh, was a trustor of record on the
underlying Deed of Trust, the beneficial interest of which had
previously been assigned to ConCap.  Mr. Morschauser alleged
causes of action for fraud and intentional infliction of emotional
distress against the respondents.  The respondents moved for
summary judgment on the grounds that they had made no
representations to Mr. Morschauser and in good faith believed he
had signed all relevant documents and/or that his partner, Mr.
Abdizadeh, had the authority to bind the partnership.  The trial
court agreed, granted the motion, and entered judgment in favor of
respondents.  Mr. Morschauser appeals, contending there are
triable issues of fact as to the respondents' conduct.

In a ruling Dec. 14, 2012, available at http://is.gd/wQqsHpfrom
Leagle.com, the Court of Appeals of California, Fourth District,
Division Two, affirmed.

The case is WILLIAM MORSCHAUSER, Plaintiff and Appellant, v.
CONTINENTAL CAPITAL, LLC et al., Defendants and Respondents, No.
E052930 (Calif. App. Ct.).

In February 1989, Messrs. Morschauser and Abdizadeh established
Devore Stop as a real estate development partnership.  They held
title to the real property as tenants in common with each holding
an undivided 50% interest in the Property, which included three
contiguous parcels: Parcel 1 is a gas station and convenience
store owned and operated by the partnership, and parcels 2 and 3
are unimproved.  On April 4, 2003, Devore Stop filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code to
stop the foreclosure by Wells Fargo.


DEVORE STOP: Calif. Court Affirms Ruling in Foreclosure Suit
------------------------------------------------------------
William Morschauser filed an action against TD Service Company
arising out of a nonjudicial foreclosure for which TD was retained
as substituted trustee.  Mr. Morschauser, individually, and as a
partner with Mohammad Abdizadeh, was a trustor of record on the
underlying Deed of Trust, the beneficial interest of which
previously had been assigned to Continental Capital, LLC.  Mr.
Morschauser alleged causes of action against TD for negligence and
intentional infliction of emotional distress.  TD moved for
summary judgment on the grounds that it had complied with its
statutory duties pursuant to Civil Code section 2924 et seq. and
the documentation supported the beneficiary's position.  The trial
court agreed, granting the motion and entering judgment in favor
of TD.  Mr. Morschauser appeals, contending there are triable
issues of fact as to TD's conduct in the administration of its
trustee duties.

In a ruling Dec. 14, 2012, available at http://is.gd/DmwHU1from
Leagle.com, the Court of Appeals of California, Fourth District,
Division Two, affirmed.

The case is WILLIAM MORSCHAUSER, Plaintiff and Appellant, v.
T.D. SERVICE COMPANY, Defendant and Respondent, No. E052293
(Calif. App. Ct.).

In February 1989, Messrs. Morschauser and Abdizadeh established
Devore Stop as a real estate development partnership.  They held
title to the real property as tenants in common with each holding
an undivided 50% interest in the Property, which included three
contiguous parcels: Parcel 1 is a gas station and convenience
store owned and operated by the partnership, and parcels 2 and 3
are unimproved.  On April 4, 2003, Devore Stop filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code to
stop the foreclosure by Wells Fargo.


DISPENSING DYNAMICS: Moody's Assigns 'B3' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to Dispensing Dynamics International (DDI). Concurrently,
Moody's assigned a B3 rating to the company's proposed $125
million 5-year senior secured notes offering. Proceeds from the
offering are expected to be used to refinance existing debt, pay a
dividend of approximately $45 million to shareholders, and cover
transaction related fees and expenses. The rating outlook is
stable.

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

B3 Corporate Family Rating;

B3 Probability of Default Rating; and

B3 (LGD4, 54%) to the proposed $125 million senior secured notes
due 2017

The outlook is stable

Ratings Rationale

The B3 rating reflects DDI's limited operating history as a
combined entity, small size relative to the rated manufacturer
universe, aggressive financial policies, and elevated leverage
profile. In addition, the rating takes into account the company's
large geographic revenue concentration in North America and
relatively high customer concentration. The rating also considers
the company's solid market positioning in the niche North American
away-from-home (AFH) value-added paper dispensing market, which is
strengthened by high barriers to entry including IP ownership and
long-standing customer relationships. The proprietary nature of
the company's dispensing products, in combination with its
mutually beneficial relationships with some of the nation's
largest paper OEM's, helps the company's margins. Moody's expects
the company's liquidity profile to remain adequate during the next
twelve months; however, the company may need to rely on its
modestly sized ABL for funding needs due to marginal free cash
flow.

The stable outlook assumes DDI will build upon its solid market
position and complete its integration with San Jamar without any
major disruptions and generate positive free cash flow during the
next twelve months.

The ratings could be upgraded if the company demonstrates a longer
track record as a combined entity, can generate free cash flow and
improve credit metrics such that leverage is sustained below 4.5
times (inclusive of the preferred hybrid adjustment) and free cash
flow to debt approaches the high single digits.

The ratings could be downgraded if the company's operating
performance deteriorates due to integration problems, margin
weakness, or negative free cash flow generation. More
specifically, if debt-to-EBITDA were to exceed 6.0 times
(inclusive of the preferred hybrid adjustment) or if interest
coverage were to fall below 1.5 times, the ratings could be
downgraded. In addition, if the company were to lever up for an
acquisition, the ratings could be downgraded.

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

Dispensing Dynamics International (DDI), headquartered in City of
Industry, California, is among the leaders in the North American
away-from-home (AFH) value-added paper dispensing market. The
company is a designer, manufacturer and marketer of paper towel,
tissue, and soap dispensing systems primarily used in AFH washroom
setting. Following the February 2012 acquisition of San Jamar Chef
Revival (San Jamar), the company strengthened its washroom
presence while diversifying its product offerings into a broad
range of foodservice safety products. DDI is a subsidiary of DDI
Group, LLC, which is majority owned by Perrin Holdings, LLC, which
in turn is majority owned by private equity sponsor Kinderhook
Industries, LLC. Pro-forma for the acquisition of San Jamar, DDI
generated revenues of nearly $150 million for the twelve month
period ended September 30, 2012.


DISPENSING DYNAMICS: S&P Assigns 'B-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to City of Industry, Calif.-based Dispensing
Dynamics International (DDI). The rating outlook is stable.

"At the same time, Standard & Poor's assigned its 'B-' issue-level
rating (same as the corporate credit rating) to the company's
proposed $125 million senior secured notes due 2017. The recovery
rating is '3', indicating our expectation of meaningful (50% to
70%) recovery for noteholders in the event of a payment default.
The company also has a new $15 million asset-based lending (ABL)
facility due 2017, which will not be rated," S&P said.

Proceeds from DDI's proposed offering will be used to refinance
all existing debt and to provide a special dividend to its
shareholders.

"The corporate credit rating on Dispensing Dynamics International
reflects what we consider to be the combination of DDI's
'vulnerable' business risk profile and 'highly leveraged'
financial risk profile," said Standard & Poor's credit analyst
Maurice Austin. "Our view of the company's 'vulnerable' business
risk profile is due to its one manufacturing plant, customer
concentration, and small size and scope. Still, the company has a
leading share in its niche markets."

Dispensing Dynamics International is a leading designer of paper
towel, tissue, soap, and odor dispensing systems, primarily
utilized in commercial or 'away-from-home' (AFH) washroom
settings.  S&P estimates that it has about a 50% market share of
the $150 million North American value-added paper dispensing
market. Its designs include electronic, mechanical hands free,
center pull dispensers, and hybrid roll paper towel dispensers.
Its product portfolio also includes tissue dispensers, soap
dispensers, and odor dispensers. Its products are patent
protected. However, the majority of its patents will expire after
2017, heightening competitive risk, S&P said.

In the first quarter of 2013, DDI plans to consolidate its
manufacturing into one facility in City of Industry, California
and close its Vancouver, British Columbia manufacturing
operations.  This consolidation would materially increase the risk
of production delays and revenue loss due to unexpected failures
of equipment and machinery or any other unexpected events or
circumstances at the plant, S&P said.  In addition, any production
delays could impact its relationships with its customers,
specifically its top two customers, which account for close to 30%
of its business, as business is largely based on individual sales
orders, as opposed to long-term contracts.


DORAL FINANCIAL: S&P Cuts ICR to 'CCC-' on Weak Capital Position
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating on Doral Financial Corp. to 'CCC-' from 'CCC+'. The outlook
is negative.

"Our two-notch downgrade of Doral reflects the institution's
weakened capital position and very high nonperforming assets,"
said Standard & Poor's credit analyst Sunsierre Newsome. "We view
Doral's capital and earnings as weak--as our criteria define the
term--and we believe that the bank is at risk of breaching its
regulatory requirements in case of plausible adverse developments,
including higher credit losses and further weakening of the Puerto
Rican economy."

"Our revision of Doral's capital and earnings score to 'weak' from
'moderate' is responsible for one notch of the two-notch
downgrade. We also believe that Doral's asset quality compares
unfavorably with its Puerto Rican peers', which led us to lower
the rating by another notch," S&P said.

"On Sept. 11, 2012, Doral Financial entered into a written
agreement with the Federal Reserve Bank of New York, which
replaces and supersedes the cease and desist order that Doral
entered into with the Board of Governors of the Federal Reserve
System in 2006. The written agreement requires the company to take
numerous actions, including supporting Doral Bank (not rated) to
ensure it complies with any supervisory actions that the federal
and state regulators take. Doral Bank entered into a consent order
with the Federal Deposit Insurance Corp. on Aug. 8, 2012. In our
opinion, these regulatory actions and the associated costs could
hurt Doral's already weak earnings capacity. Doral is required to
keep higher capital levels because of the consent order. As of
Sept. 30, 2012, the bank's total risk-based capital ratio is 80
basis points higher than the minimum requirement of 12%. At this
level, we believe the bank is at risk of breaching its regulatory
requirements in case of plausible adverse developments, which, in
our view, could eventually trigger regulatory intervention," S&P
said.

"The rating outlook on Doral is negative. If nonperforming assets
and net charge-offs continue to climb, or if Doral's regulatory
capital levels don't meet the required minimums, we could lower
the rating. However, if the local economy stabilizes, and we
believe that the bank will be able to maintain profitability,
improve its asset quality, and increase its regulatory capital
levels, we could revise the outlook to stable," S&P said.


EDISON MISSION: Immediately Seeks Approval of Bonus Program
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edison Mission Energy immediately filed papers to
approve bonus programs for the three top executives and hundreds
of other workers.  If approved by the U.S. Bankruptcy Judge
Jacqueline P. Cox, the top officers could earn $914,000 at the
target level under the 2013 short-term incentive program.  Under a
companion long-term program, the target bonus would be about
$1.8 million.  In 2012 the top officers earned $670,000 in short-
term bonuses and $1.5 million from the long-term program.  For
other workers, the 2013 program is based on 2012 awards
aggregating $26 million paid before bankruptcy.

The $1.196 billion in 7% senior unsecured notes maturing in 2017
traded at 4:09 p.m. Dec. 17 for 53.35 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.


EDISON MISSION: S&P Cuts Note Rating to 'D' on Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered debt ratings on Edison
Mission Energy's unsecured notes due 2013 and 2016 to 'D' from
'CCC-'. "We lowered the corporate credit rating on Midwest
Generation LLC to 'D' from 'CCC-'. We lowered the rating on the
senior secured pass-through certificates related to Midwest
Generation to 'D' from 'CCC+'. We lowered Edison Mission Marketing
& Trading Inc.'s corporate credit rating to 'D' from 'CCC-'. We
left unchanged our recovery ratings on EME's and Midwest
Generation's debt," S&P said.

"As expected, EME filed for Chapter 11 bankruptcy protection ,
given the inability to generate sufficient cash from a largely
merchant portfolio of power plants to pay expenses, financial
obligations, and the large capital spending needs for Midwest
Generation to meet environmental emissions regulations," S&P said.

"The plan is for EME to transition to an entity independent from
parent Edison International within about two years with a
supportable capital structure and continue its operations as done
currently. Debt reduction will likely be material," said Standard
& Poor's credit analyst Terry Pratt.

The company generates cash from about 10,400 megawatts of mostly
merchant power plants with limited geographic and fuel diversity,
and high exposure to coal fuels and related regulatory risk.

"With this bankruptcy filing, we have not changed our recovery
estimates for the different classes of debt at EME or Midwest
Generation. We perform our enterprise valuation on a discrete
asset value basis. We estimate that lenders holding EME's
unsecured noted will have meaningful recovery (50% to 70%) of
principal and that Midwest Generation's pass-through certificate
holders will have very high recovery (90% to 100%). These
valuations do not include unrestricted cash balances, which might
be about $600 million to $700 million at year-end 2012 or the
benefits that EME might receive from the tax-allocation agreement
with Edison International," S&P said.

"We plan to issue a full recovery report on EME and its
subsidiaries soon," S&P said.


ELISEO MORALES GARCIA: Chapter 7 Trustee Wins Turnover Lawsuit
--------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte granted the Motion for
Summary Judgment filed by the Chapter 7 Trustee of the estate of
Eliseo Morales Garcia and Maribel Mena Melendez in its lawsuit
against Hector and Rene, both Torres Davila.

The Chapter 7 Trustee seeks turnover of certain funds consigned at
the Puerto Rico Court of First Instance, Superior Court of Bayamon
resulting from the public auction of certain properties in which
the Debtors claim a participation of 78.54%.  The Torres
Defendants filed cross-motions for summary judgment, seeking to
nullify the contracts and transactions whereby the Debtors
acquired such participation or, alternatively, they contend that
equitable remedies warrant that they should be compensated in full
prior to having the consigned funds in controversy turned over to
the bankruptcy estate.  Co-defendants Maria M. Molina Gonzalez and
Manuel Gonzalez Alvarado also objected to the Trustee's motion,
claiming that the Puerto Rico Court of Appeals annulled and voided
the sales and deeds whereby the Debtors obtained their 78.54%
participation of the properties.

In its ruling, the Court directed the Clerk of the PR Court of
First Instance to issue a check payable to the Chapter 7 Trustee
in the amount of 78.54% of the amount consigned proceeds of the
public auction of the Real Estate Properties in Case No. 1999-
1252, plus accrued interests, if any.

The case is NOREEN WISCOVITCH RENTAS Plaintiff/Trustee, v. ORLANDO
GONZALEZ CLAUDIO; MERCEDES GONZALEZ CLAUDIO; ET AL. Defendants,
Adv. Proc. No. 10-00170 (Bankr.D. P.R.).  A copy of the Court's
Dec. 13, 2012 Opinion and Order is available at
http://is.gd/ueIr2pfrom Leagle.com.

Eliseo Morales Garcia and Maribel Mena Melendez filed a voluntary
Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 04-12461)
on Dec. 9, 2004.  The case was converted to a Chapter 7 upon the
Debtors' request on May 28, 2009, and the next day Noreen
Wiscovitch-Rentas was appointed as Chapter 7 Trustee.


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

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

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

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

                       About FairWest Energy

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


FIRST PLACE FIN'L: Talmer Authorized to Purchase Bank
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that First Place Financial Corp. was given authorization
by the Delaware bankruptcy court on Dec. 14 to sell its operating
subsidiary, the 41-branch First Place Bank, to Talmer Bancorp Inc.
from Troy, Michigan.

The report relates that the U.S. Treasury Department had wanted
the sale slowed by three months in hopes of attracting a higher
offer.  The government holds preferred stock in return for
injecting cash into the bank during the financial crisis.  Talmer,
which has 45 branches of its own, will provide the First Place
bank additional capital to meet regulatory requirements.

                         About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place
bank subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel.  Donlin, Recano & Company, Inc. --
http://www.donlinrecano.com-- is the claims and notice agent.


GAMETECH INT'L: Chapter 11 Plan Is Confirmed in Delaware
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that unsecured creditors of GameTech International Inc.
will soon be receiving as much as a 70% recovery on their claims
given that the bankruptcy judge in Delaware signed a confirmation
order on Dec. 13 approving the Chapter 11 plan.

According to the report, unsecured creditors with claims estimated
to range between $1.5 million and $1.7 million were told in the
disclosure statement to expect a recovery between 36% and 70%.
Unsecured creditors were the only class to vote on the plan.

GameTech filed for Chapter 11 protection in July to prevent
competitor Yuri Itkis Gaming Trust from taking over ownership by
use of secured debt it purchased. YIGT ended up buying the
business anyway in September when a bankruptcy court approved the
sale in exchange for secured debt, $2.5 million cash, and about
$200,000 to cure defaults on contracts going along with the sale.

                   About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) on July 2, 2012, to effect a restructuring of the
company's debt obligations.

GameTech disclosed total assets of $27.22 million and total
liabilities of $22.88 million as of Jan. 29, 2012.  GameTech's $16
million secured credit matured on June 30.  Three days earlier,
the loan was purchased by YIGT.

Before bankruptcy, GameTech rejected an offer from YIGT to combine
the two companies.  GameTech said in a court filing that it was
hoping for a more favorable transaction.  GameTech said that YIGT
purchased the loan at discount from lenders US Bank NA and Bank of
the West.

Judge Peter J. Walsh presides over the case.  The Debtors are
represented by Greenberg Traurig, LLP.  Kinetic Advisors, LLC,
serves as the Debtors' financial advisor.


GMAC MORTGAGE: Vermont Court Vacates Ruling in Orcutt Case
----------------------------------------------------------
Chief District Judge Christina Reiss in Vermont vacated and
remanded a bankruptcy court order granting a motion for summary
judgment filed by Chapter 13 debtors David Orcutt and Hollie
Stevens, and denying GMAC Mortgage LLC's cross-motion for summary
judgment.  At issue is the Bankruptcy Court's declaratory
judgment, ruling the mortgage Ms. Stevens executed and delivered
to GMAC in 2007 is inoperative under Vermont law.  On remand, the
Bankruptcy Court is directed to clarify the statutory and
constitutional basis under which it is proceeding and adjudicate
the issues raised by the parties consistent with that statutory
and constitutional authority.

GMAC Mortgage initiated the appeal.

Mr. Orcutt and Ms. Stevens are husband and wife.  They filed for
Chapter 13 bankruptcy protection (Bankr. D. Vermont Case No.
11-_____) on June 9, 2011.

The case is GMAC MORTGAGE, LLC, Defendant/Appellant, v. DAVID ROY
ORCUTT and HOLLIE JEAN STEVENS, Appellees/Debtors, Case No. 5:12-
cv-96 (D. Vermont).  A copy of the District Court's Dec. 13, 2012
Opinion is available at http://is.gd/Zf2zTjfrom Leagle.com.

                     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).


GREAT LAKES: Special Dividend No Impact on Moody's 'B2' Rating
--------------------------------------------------------------
Moody's Investors Service said that Great Lakes Dredge & Dock's
announcement that it has declared a special dividend of $0.25 per
share is negative for liquidity at a time where their internal
cash generation is already strained by sizable investments in
their capital projects and temporary adverse effects to their
operations as a result of Hurricanes Isaac and Sandy. However, the
dividend has no impact on GLDD's B2 corporate family rating,
stable outlook, or SGL-2 liquidity rating. The special dividend of
approximately $15 million will be payable on December 28, 2012.


HARPER BRUSH: Chapter 11 Plan to be Confirmed Soon
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harper Brush Works Inc. persuaded the bankruptcy
judge to approve the Chapter 11 plan at a Dec. 14 hearing in Des
Moines, Iowa.  The formal confirmation order will be signed when
the company makes changes the judge required.

The report relates that last week the court also approved sale of
the business for $3.45 million to Cequent Consumer Products Inc.
The price rose 88% at auction.

According to the report, the plan distributes sale proceeds in
accordance with lien-priority rights and the scheme of
distribution laid out in bankruptcy law.  Unsecured creditors, who
voted nearly unanimously for the plan, were told in the disclosure
statement that they will receive proceeds from recovery of so-
called preferences, or payments made to creditors within 90 days
of bankruptcy.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.
Equity Partners CRB LLC serves as the Debtor's investment banker.

An official committee of unsecured creditors has been appointed in
the case.  Richard S. Lauter, Esq., and Thomas R. Fawkes, Esq., at
Freeborn & Peters LLP, in Chicago, represents the Committee as
general bankruptcy counsel.  Joseph A. Peiffer, Esq., at
Day Rettig Peiffer, P.C., in Cedar Rapids, Iowa, represents the
Committee as local counsel.


HOSTESS BRANDS: Bakery Union Appeals Wind-Down Order
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bakery workers' union and the multi-employer
union pension fund waited until the last possible day to file an
appeal from the Nov. 30 court order authorizing Hostess Brands
Inc. to close down and begin liquidating the business.  It was a
strike by the bakery workers that that shut down the business and
forced Wonder bread baker Hostess to liquidate.  The result was
the loss of more than 18,000 jobs.

                       About Hostess Brands

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

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

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

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

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

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

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

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

The bankruptcy judge signed a formal order on Nov. 30, 2012,
giving final approval to wind-down procedures. The latest budget
projects the $49 million loan for the Chapter 11 case being paid
down to $21.2 million by Feb. 22.


IAC/INTERACTIVE CORP: Moody's Hikes CFR to 'Ba1'; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has upgraded IAC/InterActiveCorp's
("IAC") Corporate Family Rating (CFR) to Ba1 from Ba2 and affirmed
the Probability of Default Rating (PDR) at Ba1. In addition,
Moody's assigned a Ba1 rating to the company's proposed $500
million senior unsecured notes due 2022. As part of this rating
action, Moody's upgraded the rating on the 5% Liberty Bonds due
2035 (issued by the New York City Industrial Development Agency
and guaranteed by IAC) to Baa3 from Ba2 and the rating on the
existing 7% senior unsecured notes to Ba2 from Ba3. Moody's
affirmed the Speculative Grade Liquidity Rating at SGL-1. The
rating outlook is stable.

New issue proceeds will be used to increase cash balances
following IAC's recent $300 million cash acquisition of About,
Inc., to support working capital and for general corporate
purposes, which may include future share purchases. In connection
with this rating action, Moody's revised the expected mean family
recovery rate to 50% from 35% due to the new dual-class bond/bank
debt capital structure and the PDR was affirmed at Ba1, consistent
with the upgraded Ba1 CFR. The Liberty Bonds, which are rated one
notch higher than the CFR, benefit from a guarantee by IAC and
have a security interest in the mortgage on IAC's headquarters
building in Manhattan that allows bondholders to foreclose on the
building in the event of default. The proposed 2022 unsecured
notes are ranked pari passu with the proposed $300 million
revolving credit facility (unrated) and operating company
liabilities due to the guarantees from IAC's domestic operating
subsidiaries. However, they are rated one notch below the Liberty
Bonds at Ba1 because there is no security interest in the
building. Moody's ranks the 2013 notes ($15.8 million outstanding
maturing January 15, 2013) below the 2022 notes at Ba2 since they
are unsecured obligations of IAC with no operating company
guarantees. The Liberty Bonds and 2013 notes are structurally
junior to operating company liabilities due to the absence of
upstream guarantees.

Ratings Upgraded:

Corporate Family Rating to Ba1 from Ba2

$80 Million 5% Liberty Bonds due 2035 to Baa3 from Ba2, LGD
assessment revised to (LGD-2, 25%)

$16 Million 7% Senior Unsecured Notes due 2013 to Ba2 from Ba3,
LGD assessment revised to (LGD-6, 97%)

Rating Assigned:

$500 Million Senior Unsecured Notes due 2022 -- Ba1 (LGD-4, 53%)

Ratings Affirmed:

Probability of Default Rating -- Ba1

Speculative Grade Liquidity Rating -- SGL-1

RATINGS RATIONALE

The rating revision recognizes IAC's solid operating performance
driven by a proven business model that has demonstrated increased
website traffic via better search engine analytics, marketing and
advertising, improved traffic monetization (from B2C downloadable
applications, and B2B paid listing partnerships and browser-based
applications), strong subscriber growth, a disciplined
acquisition/investment strategy and rationalization of
underperforming portfolio media assets. The Ba1 CFR is supported
by IAC's position as a leading global Internet and digital media
company with online properties that have established brand names
and reasonably long operating histories. Moody's expects IAC to
benefit from the secular growth in online advertising spending and
consumer Internet usage, as traditional print media, entertainment
and leisure content increasingly migrate to digital and mobile
computing platforms. The rating reflects IAC's low capital
intensity, strong free cash flow generation and modest leverage.
Moody's expects annual free cash flow of nearly $400 million
(after dividends) and financial leverage below 2x, as measured by
total debt to EBITDA (including Moody's standard adjustments).
Moody's believes the company will maintain very good liquidity
supported by a sizable net cash position and a new $300 million
undrawn revolver, which provide the flexibility to pursue
strategic growth objectives.

The Ba1 CFR incorporates the inherent risk for Internet businesses
to experience a potential decline in website traffic due to
rapidly changing technology and industry standards. Alternative
means of content delivery as well as changes in consumer sentiment
may also contribute to the risk of rapid obsolescence or waning
relevance of traditional portal Internet sites. Low entry barriers
can produce periods of intense competition. The rating is
constrained by IAC's dependence on the partnership with Google and
concentrated earnings profile (derived primarily from Search &
Applications and Personals), resulting in a large exposure to
digital advertising revenue which could become more cyclical in
future years. Further, IAC's historically aggressive financial
policies (with regard to share repurchases) combined with the
large voting ownership stake of Mr. Barry Diller heightens event
risk. At the same time, industry risks (i.e., low barriers to
entry, obsolescence, exposure to consumer sentiment) could lead to
increased acquisition activity to defend market share or expand
into new markets given the rapid evolution of digital advertising
and e-commerce. However, given the strength of its current
business model, Moody's expects IAC to maintain a prudent
acquisition approach.

Rating Outlook

The stable rating outlook reflects Moody's expectations that IAC
will continue to maintain and potentially grow its market position
in the Search and Personals segments, and experience a reasonable
amount of subscriber churn in its Internet portfolio. The outlook
incorporates expectations that IAC will continue to maintain a
consolidated EBITDA margin of at least 14% (after Moody's
adjustments), generate positive free cash flow, maintain a
sizeable cash balance and sustain a conservative capital structure
as it pursues strategic growth objectives.

What Could Change the Rating - Up

IAC's Ba1 rating could be upgraded if the company maintains its
leading market share in Personals, improves its number four
position in Search and expands diversification of its business by
increasing the scale of its Local and Media properties. Moody's
could also consider an upgrade to the extent Moody's expects IAC
to: (i) demonstrate margin expansion with increasing revenue that
is in line or ahead of market growth; (ii) minimize operating
losses in the Media and Other segments; and (iii) maintain a net
cash position with Moody's adjusted debt to EBITDA of below 2x. An
important consideration for an upgrade would be adherence to
conservative financial policies with regard to share purchases and
dividends.

What Could Change the Rating - Down

Ratings could be downgraded if IAC's competitive position weakens
materially as evidenced by revenue declines of 5% or more, EBITDA
margins below 12%, rising traffic acquisition costs or increasing
customer churn. Downward pressure could also materialize if
financial leverage as measured by Moody's adjusted debt to EBITDA
is sustained over 3x or IAC's liquidity position deteriorates
significantly due to lower free cash flow generation, higher share
purchases or increased acquisition activity.

The assigned rating is subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's.

The principal methodology used in rating IAC/InterActiveCorp was
Global Broadcast and Advertising Related Industries Methodology
published in May 2012. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

IAC/InterActiveCorp is a leading media and online company that
owns more than 150 Internet-based brands and products across more
than 30 countries including: Ask.com (search engine), Match.com
(online dating and personals), HomeAdvisor and CityGrid Media
(local), Vimeo (media) and several other consumer-related
applications and portals. Revenue was approximately $2.6 billion
for the twelve months ended September 30, 2012.


IAC/INTERACTIVE CORP: S&P Raises Corp. Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York-based Internet company IAC/Interactive Corp.
(IAC) to 'BB+' from 'BB'. The rating outlook is stable.

"At the same time, we assigned our 'BB+' issue level rating (at
the  same level as the corporate credit rating) to the proposed
$500 million senior unsecured notes due 2022 with a recovery
rating of '3', indicating our expectation of meaningful (50% to
70%) recovery of principal in the event of a payment default," S&P
said.

"The upgrade is based on IAC's solid operating performance and our
expectation that financial policy will remain moderate," said
Standard & Poor's credit analyst Andy Liu. "Although the proposed
debt issuance will raise pro forma debt leverage on a trailing 12
month basis to 1.5x from 0.5x, we  do not expect debt leverage to
exceed 2x, our leverage target for the 'BB+' corporate credit
rating."


INTERNATIONAL MANAGEMENT: N.D. Ga. Court Rules in Coverage Suit
---------------------------------------------------------------
District Judge Thomas W. Thrash, Jr., denied the objection lodged
by William F. Perkins, the Plan Trustee of International
Management Associates, LLC, and its affiliated debtors, to the
Bankruptcy Court's Proposed Findings of Fact and Conclusions of
Law in an insurance coverage dispute involving American
International Specialty Lines Insurance Co.

The Plan Trustee sued AISLIC, alleging that IMA is entitled to
coverage under an investment management insurance policy for legal
liability arising from negligent investment, breaches of contract,
and breaches of fiduciary duties.  AISLIC denies liability on
various grounds.

IMA's founder, Kirk Wright, had used IMA and its affiliates to run
a "Ponzi" scheme.  Mr. Wright was indicted and convicted in
District Court for a number of federal offenses.  After his
conviction, he died of an apparent suicide prior to sentencing
while in federal custody.

AISLIC issued a binder for investment management insurance
coverage to IMA on Jan. 5, 2006, and a policy on Jan. 26.  On
Feb. 17, 2006, investors in IMA, Steven Atwater and affiliated
parties, filed a lawsuit in the Superior Court of Fulton County
against IMA and some of its officers.  Six days later, on Feb. 23,
2006, investor David Laird and others filed a substantially
similar lawsuit.  Also on Feb. 23, AISLIC advised IMA that the
policy was void ab initio because IMA had not complied with
conditions for coverage that the binder specified.  IMA and the
officer defendants notified AISLIC of the lawsuits and requested
coverage, which AISLIC denied.  The Superior Court of Fulton
County, on Feb. 17, 2006, and the District Court, on Feb. 27,
2006, in an action brought by the Securities and Exchange
Commission, appointed Mr. Perkins as Receiver for IMA and its
affiliates.  On March 16, 2006, he filed Chapter 11 cases on their
behalf, and became the Chapter 11 Trustee in the cases on April
28, 2006.  The cases were substantively consolidated, and the
Bankruptcy Court confirmed a Chapter 11 plan on Aug. 27, 2008.

The Plan Trustee seeks coverage under the Policy for losses for
which IMA is liable based on allegedly wrongful investment of
investors' money in two funds, known as Platinum II and Emerald
II.  Some of the investors' money was used in the Ponzi scheme and
effectively stolen, but some of it was deposited into an
investment account with Lehman Brothers.

According to the Plan Trustee, investors gave IMA $11,055,956.35
to invest in the Emerald II Fund, of which $5,175,395.07 was
invested in the Lehman Brothers account, and $9,313,164.98 to
invest in the Platinum II Fund, of which $6,792,280.36 was
invested in the Lehman Brothers account.  Of the total investments
in these two funds of $20,369,121.33, then, $11,967,675.43 was
deposited into the Lehman Brothers account, and $8,401,445.90 was
diverted to the Ponzi scheme.

The Trustee asserts that the investors in the Emerald II and
Platinum II Funds expected that their money would be invested in
an actively managed account consisting primarily of common stocks
of United States companies.  Instead, the funds in the Lehman
Brothers account were invested in index options, a highly
leveraged and risky investment.  Between February and May 2005,
losses as a result of the investment in index options resulted in
a de minimis balance in the Lehman Brothers account.

The Plan Trustee asserts that the investment of funds in index
options was not permitted by the terms of the offering memoranda
that investors received and that the investments were made
negligently and in breach of contractual and fiduciary duties that
IMA owed to the investors.  These investors, the Trustee contends,
have claims against IMA for their losses that IMA became legally
obligated to pay them as the result of negligence, breach of
fiduciary duty, and contract.  The Trustee seeks coverage under
the Policy for amounts that IMA owes to these investors on their
claims.  The Trustee emphasizes that he does not seek recovery for
losses due to IMA's Ponzi scheme.

U.S. Bankruptcy Court Judge Paul W. Bonapfel reviewed several
motions, and issued an Order entitled "Proposed Findings of Fact
and Conclusions of Law Pursuant to 28 U.S.C. Sec. 157(c)(1)
Regarding Defendant AISLIC's Motions (1) For Summary Judgment [93,
94]; (2) To Exclude the Proposed Expert Testimony of Craig J.
McCann [92]; and (3) To Strike Improper Supplemental Declaration
[102]."  AISLIC filed four motions before the Bankruptcy Court.
Two were motions for summary judgment.  One motion contended that
the Policy is void and of no effect as a matter of law.  The other
asserted a lack of coverage.  The other two motions seek to
exclude the proposed testimony of the Trustee's expert, Dr. Craig
J. McCann, and to strike his declaration the Trustee filed in
opposition to that motion.

The Bankruptcy Court proposed that AISLIC was entitled to summary
judgment on the grounds that the insurance policy is void due to
IMA's material misrepresentations and omissions.  The Bankruptcy
Court held that summary judgment would not be proper for the other
two defenses that the Policy Invalidity Motion asserts, and would
not be proper for any of AISLIC's defenses in the Coverage Motion.
The Bankruptcy Court proposed that AISLIC's Motion to Exclude
Expert's Testimony and Motion to Strike Expert's Declaration be
denied. AISLIC requests, and the Bankruptcy Court recommends, that
the District Court not rule on AISLIC's Motion to Exclude and
Motion to Strike until ruling on the Motions for Summary Judgment.

The case is, WILLIAM F. PERKINS in his capacity as Plan Trustee of
International Management Associates, LLC, and its affiliated
debtors, Plaintiff, v. AMERICAN INTERNATIONAL SPECIALTY LINES
INSURANCE CO., et al., Defendants, Civil Action File No. 1:12-CV-
3001-TWT (N.D. Ga.).  A copy of the Court's Dec. 11, 2012 Order is
available at http://is.gd/61tG6Ufrom Leagle.com.

             About International Management Associates

Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection (Bankr. N.D. Ga. Case No. 06-62966) on
March 16, 2006.  David A. Geiger, Esq., and Dennis S. Meir, Esq.,
at Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  James R. Sacca, Esq., at Greenberg
Traurig, LLP, and Mark S. Kaufman, Esq., at McKenna Long &
Aldridge, LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they did not state their total assets but estimated
total debts to be more than $100 million.

On April 28, 2006, the Court appointed William F. Perkins as the
Debtors' chapter 11 trustee.  Kilpatrick Stockton LLP represents
Mr. Perkins.


JEFFERSON COUNTY: Holding Talks With Bondholders
------------------------------------------------
Steven Church, Martin Braun and Beth Jinks at Bloomberg News
report that Jefferson County, Alabama, may break off debt-
reduction talks with hedge funds holding more than $7 million in
defaulted sewer warrants because of the group's litigation
tactics, the county's lead bankruptcy lawyers said.

Should the hedge funds try to question county commissioner under
oath about settlement talks the county is holding with its major
creditors, negotiations with the funds will end, attorney Kenneth
Klee said in an interview, according to the report.  On Thursday,
the hedge funds, who call themselves the ad hoc group of sewer
warrant holders, won court permission to depose three
commissioners about their efforts to end the county's bankruptcy.

The depositions may give the hedge funds an unfair advantage in
negotiations, which continued in New York last week, county
attorney Patrick Darby said Dec. 13 in court, according to the
report.

For months, the county and its major creditors have been trying to
negotiate a plan to cut the sewer debt and end the biggest-ever
municipal U.S. bankruptcy.  The county on Dec. 14 was scheduled to
end three days of talks in New York with representatives of
creditors who hold more than $3 billion in sewer warrants at the
heart of the biggest municipal bankruptcy.

The hedge funds don't intend to ask the commissioners
inappropriate questions that would violate any confidentiality
agreements, Horowitz told U.S. Bankruptcy Judge Thomas Bennett
court Dec. 14.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JET WORKS: Aircraft-Maintenance Shop Files in Fort Worth
--------------------------------------------------------
Jet Works Air Center Management LLC, a provider of repair
and maintenance for private jet aircraft, filed a petition for
Chapter 11 reorganization (Bankr. N.D. Tex. Case No. 12-46776) on
Dec. 12 in Fort Worth, Texas.

According to Bloomberg News, the Debtor, located at the Denton,
Texas, municipal airport, owes $8.8 million to PlainsCapital Bank.
Another $2.4 million is owing to the Small Business
Administration.

The company, Bloomberg reports, intends to use Chapter 11 to sell
the business as a going concern.

The Debtor estimated assets of less than $10 million and
liabilities exceeding $10 million.

Bill F. Payne, Esq., at The Moore Law Firm, LLP, serves as
counsel.

The case summary was reported in the Dec. 17, 2012 edition of the
TCR.


LICHTIN/WADE LLC: Court Validates ERGS II's Plan Vote
-----------------------------------------------------
Lichtin/Wade, LLC, failed to convince the bankruptcy court to
designate the votes of ERGS II, L.L.C. as submitted in bad faith
and to disallow the votes pursuant to 11 U.S.C. Sec. 1126(e).

"The Court finds that even though ERGS had no pre-existing
interest in the Debtor prior to its purchase of the claims, ERGS
is still entitled to protect its own self interest and this does
not show bad faith," said Bankruptcy Judge Randy D. Doub.

The Debtor argues that ERGS is acting not as a creditor, but
instead is acting for its own ulterior motive of obtaining control
of the Debtor's business operations.  The Debtor argues that
subsequent to ERGS purchasing the Debtor's loans from Branch
Banking and Trust Company, it has engaged in conduct that shows it
is attempting to obtain control of the Debtor's buildings, instead
of acting as a creditor.  This conduct, the Debtor contends,
warrants the extraordinary remedy of disqualifying the votes of
ERGS.

The Debtor also contends ERGS is a direct or indirect competitor
of the Debtor.  The Debtor argues that ERGS is an affiliate of
Archon Group, L.P. and that Archon acts as the servicer for the
Debtor's loans. ERGS and Archon are operated out of the same
location as ERGS.

ERGS contends that the right of a creditor to vote on a plan of
reorganization is a sacred right and a party seeking to revoke
that right faces a heavy burden.  ERGS argues that under the
Debtor's Plan, ERGS would be forced to hold a restructured note
inconsistent with current market terms and that as the largest
creditor, it has the greatest economic stake and risk.  ERGS
asserts that it has the right to exercise its own business
judgment to protect its own economic interest and the Debtor has
not met its heavy burden of showing its votes were not cast in
good faith.

ERGS contends that it is owed roughly $39 million and is, by far,
the largest secured and unsecured creditor in this single asset
real estate case.  ERGS argues that it was permissible to use its
own business judgment to determine that the plans proposed by the
Debtor are not in the best economic interests of ERGS.  ERGS
represents that all of its actions were motivated based on what
was in its best economic interest.

As to ERGS, the Debtor's Second Amended Chapter 11 Plan provides
ERGS will be allowed a secured claim of $38,390,000.  The Plan
proposes to amortize ERGS's claim over 30 years with interest at
5%.  The Plan provides the note will mature in five years.

On Aug. 8, 2012, the Court entered an order determining that
ERGS's claim was to be treated as a secured claim in the amount of
$38,390,000, and an unsecured claim in the amount of $673,661.  On
April 24, 2012, the Debtor and ERGS entered into a stipulation
agreement agreeing and stipulating that the real property owned by
the Debtor securing ERGS's claim shall be valued at $38,390,000.

On March 26, 2012, the Debtor filed the Plan of Reorganization and
Disclosure Statement.  On April 11, 2012, the Debtor withdrew the
Plan of Reorganization and Disclosure Statement and re-filed the
Plan of Reorganization and the Disclosure Statement.  On July 19,
2012, the Debtor filed the First Amended Plan and First Amended
Disclosure Statement.  On Oct. 15, 2012 the Debtor filed the
Second Amended Chapter 11 Plan and the Supplement to the First
Amended Disclosure Statement.  ERGS filed an objection to
confirmation of the Debtor's Second Amended Plan of Reorganization
on Oct. 22, 2012.

On May 29, 2012, ERGS filed notices as to the transfer of the
Class 11 claims of Tri Properties, Inc. and MCC Realty Group,
Inc., two of the four claims in Class 11 - Tenant Broker Claims.

On July 17, 2012, ERGS filed its Motion to Terminate Exclusivity,
seeking termination of the exclusive periods relating to both
filing a plan and soliciting a plan, which motion attached a draft
of ERGS's proposed creditor's plan.  On July 25, 2012, the Debtor
filed a motion to extend exclusivity, but only with respect to
extending its exclusivity for soliciting votes with respect to the
Amended Plan.  On July 26, 2012, ERGS filed a disclosure statement
with respect to its proposed draft creditor's plan.  ERGS
subsequently filed its own Plan for the Debtor.  The Court
conducted a hearing on the Motion to Terminate and the motion to
extend exclusivity and later entered a scheduling order extending
the Debtor's exclusive period to solicit votes with respect to the
Amended Plan.  On Sept. 4, 2012, ERGS withdrew the ERGS Plan and
the ERGS Disclosure Statement.

A copy of the Court's Dec. 17, 2012 Order is available at
http://is.gd/dsduIQfrom Leagle.com.

                         About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade, based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor disclosed $47,053,923 in assets and $52,548,565 in
liabilities as of the Petition Date.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LOCAL SERVICE: Colo. Court Rules on Elbert County Zoning Dispute
----------------------------------------------------------------
Colorado District Judge Lewis T. Babcock granted a motion for
summary judgment filed by the Board of County Commissioners of
Elbert County on claims asserted by Kenneth G. Rohrbach, Karen L.
Rohrbach, Paul K. Rohrbach, and Compost Express, Inc., in a zoning
dispute.  The Court, however, denied the BOCC's motion for summary
judgment on the claims asserted by Onyx Properties LLC, Emerald
Properties LLC, Valley Bank and Trust, Paul and Shauna Naftel, and
the Estate of Local Service Corporation.

The dispute follows a decision in which the Colorado Court of
Appeals reversed a trial court ruling that the BOCC proved that
the Rohrbachs' property -- located in Elbert County -- was zoned
"A-Agriculture" in a zoning enforcement action brought by the BOCC
seeking to enjoin the Rohrbachs from operating a commercial
composting business on that property.  A panel of the Court of
Appeals determined that the relevant zoning regulation, which
purported to establish the zoning areas in Elbert County, could
not be used to ascertain the applicable zoning of the Rohrbachs'
property.

Following the ruling by the Colorado Court of Appeals, Onyx et al.
filed a lawsuit against the BOCC in June 2010.  Onyx et al. owned
large tracts of property in Elbert County that they sought to
divide into 35-acre parcels for development and sale in 2004-2006.
The property known as Kiowa Creek Estates was owned by Onyx
Properties, Emerald Properties, and Paul & Shauna Naftel.  The
property known as Wolf Creek Ranches & Wolf Creek Estates was
owned by Local Service Corporation and, later, by Valley Bank and
Trust.  The BOCC required both developments to proceed through a
re-zoning process.  Ultimately, in two separate applications, Wolf
Creek Ranches & Wolf Creek Estates were re-zoned from "A-
Agriculture" to an "A-1" designation in October 2004 and November
2004.  Kiowa Creek Estates was subsequently re-zoned from "A-
Agriculture" to an "A-1" designation in September 2006.

In their lawsuit, Onyx et al. assert individual claims under 42
U.S.C. Sec. 1983 for the loss of their individual property rights,
without due process of law, by the BOCC's alleged illegal
enforcement of its invalid zoning regulations and related map in
the re-zoning process.  They also asserted class claims, for
violations of the class' constitutional rights, on behalf "of all
persons who have on or after Aug. 28, 1997 (1) submitted an
application for an A-1 rezone; and (2) all persons who have had
the A-1 provisions of the Zoning Regulations . . . enforced
against them regarding the A-1 zone."

The Rohrbachs also filed a federal lawsuit in September 2011
seeking damages under 42 U.S.C. Sec. 1983 for violation of due
process, against the BOCC for enforcement of its alleged
unconstitutional and non-existent zoning regulations.  Their
federal lawsuit was subsequently consolidated into the Onyx case.

The cases before the District Court are, ONYX PROPERTIES LLC, a
Colorado Limited Liability Company; EMERALD PROPERTIES, LLC, a
Colorado Limited Liability Company; VALLEY BANK AND TRUST, a
Colorado State Bank; PAUL NAFTEL, an individual; SHAUNA NAFTEL, an
individual; and The Estate of LOCAL SERVICE CORPORATION by and
through its Chapter 11 Bankruptcy Trustee, SIMON E. RODRIGUEZ,
Plaintiffs, v. BOARD OF COUNTY COMMISSIONERS OF ELBERT COUNTY,
Defendant; and KENNETH G. ROHRBACH, KAREN L. ROHRBACH, PAUL K.
ROHRBACH, and COMPOST EXPRESS, INC., a Colorado corporation,
Plaintiffs, v. BOARD OF COUNTY COMMISSIONERS OF ELBERT COUNTY, in
its official capacity, Defendant, Civil Case No. 10-cv-01482-LTB-
KLM, Consolidated w/11-cv-02321-RPM-MJW (D. Colo.).  A copy of
Judge Babcock's Dec. 12, 2012 Order is available at
http://is.gd/1ue7zTfrom Leagle.com.

Local Service Corporation filed for Chapter 11 bankruptcy (Bankr.
D. Colo. Case No. 08-15543) on April 25, 2008.  In June 2010, the
U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11
trustee for the LSC estate.

John D. Watson, who held stock interests in LSC, is a debtor in a
separate Chapter 7 case.  Jeffrey A. Weinman was appointed as the
Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D.
Colo. Case No. 07-21077) in February 2008.  Mr. Weinman became the
sole board member of LSC, elected himself President, and was
authorized to make decisions for LSC.


LODGENET INTERACTIVE: Extends HBO, DirecTV Forbearance Agreements
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LodgeNet Interactive Corp. extended forbearance
agreements with lenders and with content providers DirecTV LLC and
Home Box Office Inc. LodgeNet previously said it's in "active
negotiations" with lenders "and a potential investor in an effort
to structure an orderly bankruptcy process."  Lenders, HBO and
DirecTV extended forbearance agreements from Dec. 17 to Dec. 31.

According to the report, from the past-due $20 million owing to
DirecTV, LodgeNet paid $2.3 million along with the forbearance
agreement.  On the $6 million owing HBO, $1 million is to be paid
on Dec. 17 and Dec. 31. If both payments are made, the payment of
the balance will be deferred to Jan. 14.

The report relates that LodgeNet said it will be forced to file
for Chapter 11 reorganization this month if payments aren't
further deferred.  The company has violated covenants in bank loan
agreements.

The stock of the Sioux Falls, South Dakota-based company lost 37%
of its value Dec. 17, closing at 9 cents a share in New York Stock
Exchange composite trading. The Dec. 17 value was a record closing
low.  The high for the stock in the last three years was $7.21 on
April 6, 2010.  In mid-2007, the stock was over $36.

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

                           *     *     *

In December 2012, Moody's Investors Services downgraded LodgeNet
Interactive's Corporate Family Rating (CFR) to Ca from Caa1 and
changed the Probability of Default Rating (PDR) to Ca from Caa2.
The senior secured bank credit facility was downgraded to Ca from
Caa1.  The outlook remains negative.  The reason for the downgrade
is due to continued weak performance, poor liquidity, a violation
of its financial covenants and the expectation for a restructuring
of its balance sheet in the near term.

In December 2012, Standard & Poor's Ratings Services lowered its
corporate credit rating on LodgeNet Interactive Corp. to 'CC' from
'CCC'.  The rating outlook is negative.  The downgrade follows the
company's disclosure that it is negotiating with its lenders and
third parties regarding restructuring options, which may include a
filing under Chapter 11, said Standard & Poor's credit analyst Hal
Diamond.


LON MORRIS COLLEGE: Settles With Methodist Foundation
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Texas Methodist Foundation agreed that $130,000
from $265,000 in endowment funds can be used to pay part of the
wages owing to employees of Lon Morris College.

The Debtor filed for Chapter 11 reorganization in July, shut down
before the fall term, and is selling off the assets.  According to
the report, the college demanded that the foundation turn over the
$265,000 in endowment funds it holds as trustee under five
separate wills and trusts.  The dispute was settled when the
foundation agreed $130,000 from the endowment could be used for
paying part of the $370,000 in unpaid workers' wages.  The
foundation is also making $7,000 available to cover the cost of
making the distribution.

Mr. Rochelle notes that the settlement headed off a confrontation
that would have set a precedent saying whether endowment funds can
be used to pay creditors and expenses of liquidation.

The college has a Chapter 11 plan on file to be funded by a sale
of the properties.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at Webb and Associates, and
McKool Smith P.C., serve as counsel to the Debtor.  Capstone
Partners serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.

The college has a Chapter 11 plan on file to be funded by a sale
of the properties.


MARCO POLO CAPITAL: Brokerage Owner Files in New York to Sell Biz
-----------------------------------------------------------------
Marco Polo Capital Markets LLC, the parent of broker-dealer Marco
Polo Securities Inc., filed a Chapter 11 reorganization petition
(Bankr. S.D.N.Y. Case No. 12-14870) on Dec. 13 in Manhattan,
estimating less than $10 million in assets and liabilities.

The broker, based in Manhattan, is "still operating," Marco Polo
attorney Robert Rattet said in an interview with Bloomberg.

Mr. Rattet, with Rattet Pasternak LLP in Harrison, New York, said
there are "two potential buyers in the wings" for the parent of
the broker.


MF GLOBAL: R.J. O'Brien Backs Rule 2004 Examination
---------------------------------------------------
R.J. O'Brien & Associates (RJO), the oldest and largest
independent futures brokerage and clearing firm in the United
States, sent a letter to the judge presiding in the U.S.
bankruptcy case of MF Global, Inc., declaring the firm's support
of a recent motion filed by a customer advocacy group.  The
Commodity Customer Coalition (CCC) filed a motion in late November
calling for a federal Bankruptcy Rule 2004 examination, which
would compel an examination under oath of certain former
executives of the firm.

RJO Chairman and CEO Gerald Corcoran said: "On behalf of our
customers, we believe wholeheartedly that in the matter of MF
Global, we must ensure that no stone is left unturned in the
ongoing investigation of how customer funds went missing, and that
individuals who bear responsibility are held accountable.  Those
officials of the firm with knowledge of the last days and weeks
should be questioned by attorneys representing the customers whose
funds disappeared to understand what happened, how it happened and
what will prevent this from happening again."

RJO has a client base that includes many farmers and other
agricultural entities which hedge their risk in the futures
markets, and a number of these clients were affected by the MF
Global bankruptcy.

Corcoran has been a strong proponent of changes to the industry's
customer protection regime in the wake of the bankruptcy filing in
October 2011.

He said: "While we have come together as an industry in an
unprecedented fashion to make tangible improvements to the system
that protects customers, we are missing a critical piece of the
puzzle.  Without examination and cross-examination by attorneys of
those in charge, we may never truly know exactly what transpired
in the final days and weeks, whether any individuals bear criminal
or civil responsibility for these actions, and the extent to which
the industry or its regulators could have prevented this travesty.
We believe this action to compel testimony is in the best interest
of our clients and others who suffered as a result of the firm's
demise."

The letter to Judge Martin Glenn stated: "RJO supports
transparency in the futures industry and in particular, how
transparency will aid our customers in regaining confidence by
understanding what led to the collapse of MF Global, Inc."

                        About R.J. O'Brien

Founded in 1914, RJO . -- http://www.rjobrien.com/-- is the
largest independent futures brokerage firm in the United States.
The firm offers state-of-the-art electronic trading technology and
24-hour trade execution on every futures exchange worldwide.
Clearing more than 100,000 client accounts, RJO services a global
network of more than 400 introducing brokers and many of the
world's largest financial, industrial and agricultural
institutions.

                          About MF Global

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

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

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

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

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

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

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


MUNICIPAL CORRECTIONS: Ga. Prison Seeks Exclusivity Extension
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a privately operated prison-owner in Georgia named
Municipal Corrections LLC raised the prisoner census from 712 when
the involuntary bankruptcy was filed in February to a record high
of 864 in November.

The report relates that the Debtor, citing accomplishments, is
seeking a first expansion of the exclusive right to propose a
reorganization plan.  If the bankruptcy judge in Las Vegas goes
along, exclusivity will be extended by three months to April 12.
The direction and control of the case is up in the air.  UMB Bank
NA, the indenture trustee, has papers on file asking the Nevada
judge to oust management and appoint a Chapter 11 trustee.  The
prison was built with $54 million from two issues of municipal
bonds.

The report notes that the county where the prison is located filed
a motion asking the Nevada judge to move the case to where the
facility is located in Georgia.  The prison's operator, Terry
O'Brien, dropped his support for moving the case to Georgia.

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nevada, serves as counsel to the
petitioners.

The bonds in default and the prison facing foreclosure by the
county for unpaid real estate taxes, the indenture trustee and two
bondholders filed an involuntary Chapter 11 bankruptcy petition in
February in Las Vegas.  In August, the bankruptcy judge ruled that
the prison is properly in Chapter 11 to reorganize.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.


MUSCLE IMPROVEMENT: Court Rejects Portion of All Points Claims
--------------------------------------------------------------
Bankruptcy Judge Peter H. Carroll granted, in part, and denied, in
part, the motion for partial summary judgment filed by Muscle
Improvement, Inc., Muscle Improvement - Hawthorne, Inc., and
Muscle Improvement - Commerce, Inc., in its lawsuit against All
Points Capital Corp. et al.

All Points is an assignee of the Debtors' creditor, West Star
Capital, LLC.  All Points asserts secured and unsecured
nonpriority claims against the jointly administered bankruptcy
estates based, in part, upon these proofs of claim:

   -- Claim # 37 - Proof of Claim filed by All Points against
      MI on Sept. 13, 2011, in the amount of $79,744.21, for
      "money lent." Secured: $79,744.21.

   -- Claim # 38 - Proof of Claim filed by All Points against
      MI on Sept. 13, 2011, in the amount of $55,088.77 based upon
      a guaranty. Unsecured: $55,088.77.

   -- Claim # 39 - Proof of Claim filed by All Points against MI
      on Sept. 13, 2011, in the amount of $117,931.00, based upon
      a guaranty. Secured: $16,464.48. Unsecured: $101,466.52.

   -- Claim # 24 - Proof of Claim filed by All Points against MIH
      on Sept. 13, 2011, in the amount of $55,088.77 for "money
      loaned." Secured: $55,088.77.

   -- Claim # 26 - Proof of Claim filed by All Points against MIH
      on Sept. 13, 2011, in the amount of $117,931.00 based upon a
      guaranty. Secured: $64,511.23. Unsecured: $6,955.28.

   -- Claim # 16 - Proof of Claim filed by All Points against MIC
      on Sept. 13, 2011, in the amount of $117,931.00 for "money
      loaned." Secured: $30,000.00. Unsecured: $6,955.29.

   -- Claim # 17 - Proof of Claim filed by All Points against MIC
      on Sept. 13, 2011, in the amount of $91,644.07 for "money
      loaned." Secured: $31,900.00. Unsecured: $59,744.07.

On Nov. 1, 2011, MI, MIH and MIC filed their Complaint objecting
to each of the claims and seeking a declaratory judgment
concerning the validity and extent of the liens claimed to secure
the balance due to All Points on its claims.

In his ruling, Judge Carroll ruled that:

   -- Claim # 39 is disallowed to the extent that it asserts
      a secured claim against Muscle Improvement, Inc., but there
      is a genuine issue of material fact regarding the allowed
      amount, if any, of All Points' unsecured non-priority claim
      attributable to Claim # 39 based upon Muscle Improvement
      Inc.'s guaranty of the balance due under a June 26, 2007
      Agreement; and

   -- Claim # 26 is disallowed to the extent that it asserts a
      secured claim against Muscle Improvement - Hawthorne, but
      there is a genuine issue of material fact regarding the
      allowed amount, if any, of All Points' unsecured non-
      priority claim attributable to Claim # 26 based upon Muscle
      Improvement - Hawthorne, Inc.'s guaranty of the balance due
      under the June 26, 2007 Agreement.

The lawsuit is, MUSCLE IMPROVEMENT, INC., et al., Plaintiffs, v.
ALL POINTS CAPITAL CORP., et al., Defendants, Adv. Proc. No. 2:11-
ap-02984-PC (Bankr. C.D. Calif.).  A copy of the Court's Dec. 11,
2012 Memorandum Decision is available at http://is.gd/GbqNlgfrom
Leagle.com.

Redondo Beach, Calif., Muscle Improvement Inc. operates fitness
centers and, with five affiliates, sought Chapter 11 protection
(Bankr. C.D. Calif. Case No. 10-12736) on Jan. 26, 2010.  Robert
M. Yaspan, Esq., in Woodland Hills, Calif., represents the
Debtors.  At the time of the filing, Muscle Improvement estimated
its assets and debts at less than $10 million.

An order authorizing a joint administration of the bankruptcy
estates was entered on Oct. 4, 2010.  At a hearing on Oct. 31,
2012, the court confirmed the First Amended Consolidated Plans of
Reorganization of Certain Jointly Administered Debtors (Modified).


NANTICOKE MEMORIAL: S&P Revises Outlook on 'BB' CCR to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'BB' long-term rating and underlying
rating (SPUR) on Delaware Health Facilities Authority's $47.8
million series 2002A and 2002B revenue and refunding bonds, issued
for Nanticoke Memorial Hospital.

"The outlook revision reflects our view of Nanticoke's return to
positive operating performance in fiscal 2012 resulting from
management's cost-containment efforts, revenue cycle initiatives,
and physician-recruitment efforts, which contributed to increased
volumes, and, all together, resulted in increased liquidity and
improved balance sheet metrics," said Standard & Poor's credit
analyst Avani Parikh. "In addition, since our last review,
Nanticoke also sold its skilled-nursing facility, which had been
experiencing ongoing operating losses, while also pursuing
strategic initiatives to expand clinical services that have
supported the improved fiscal 2012 results," said Ms. Parikh.

"Through the first four months of fiscal 2013, Nanticoke
experienced a modest operating deficit and is tracking behind
budget, although management indicated that it expects to achieve
$2.5 million of operating income as budgeted for the year," S&P
said.

The 'BB' rating and positive outlook also reflect S&P's view of
Nanticoke's:

-- Positive operating performance, after six consecutive years of
    operating losses;

-- Improved volumes;

-- Solid liquidity;

-- Strong maximum annual debt service (MADS) coverage for the
    rating; and

--  Relatively modest competition.

In S&P's opinion, credit factors that partially offset the
preceding credit strengths include:

-- Limited revenue flexibility and challenging payor mix;

-- Current loss of reimbursement associated with the expiration
    of Nanticoke's Medicare Dependent Hospital status as of Sept.
    30, 2012, although management is optimistic this designation
    will be reinstated retroactively early in 2013 but has
    prepared for contingencies;

-- Moderately high leverage as of June 30, 2012; and

-- Risks associated with the concentration of inpatient
    admissions among a small number of admitters.

Standard & Poor's could consider raising the rating within the
one-year outlook period if Nanticoke is able to sustain the
improved volumes and generate consistently positive operating
income as well as maintain, if not improve, its current balance
sheet metrics. Conversely, given Nanticoke's history of operating
losses, we could consider returning the outlook to stable if
Nanticoke returns to deficit operating performance, volumes
decrease significantly, cash on hand declines to 90 or fewer days,
or if the hospital issues additional debt, although not expected
at this time," S&P said.


NTELOS HOLDINGS: S&P Puts 'BB-' CCR on Watch on Nextel Stake Sale
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and 'BB-' issue level rating on Waynesboro, Va.-
based regional wireless provider, NTELOS Holdings Corp., on
CreditWatch with negative implications. NTELOS's current wholesale
services agreement with Sprint Nextel's Spectrum L.P. unit has
grown to account for around 40% of NTELOS's service revenues. The
CreditWatch reflects our view that Japan's Softbank's (BBB/Watch
Negative/--) pending acquisition of Sprint Nextel (B+/Watch
Positive/--) could lessen prospects for NTELOS to renew its
wholesale services agreement with Sprint Nextel, under favorable
terms, when it ends in July 2015.

"The CreditWatch action reflects the possibility that Softbank's
purchase of 70% of Sprint Nextel, if completed, could improve
Sprint Nextel's liquidity and make it more likely to consider
investing its own network in the NTELOS footprint instead of
renewing its wholesale services agreement with NTELOS," said
Standard & Poor's credit analyst Rich Siderman.

"Under its current agreement with Sprint Nextel, which runs
through July 2015, NTELOS is the exclusive personal communication
services provider to Sprint Nextel's code-division multiple access
customers in NTELOS's western Virginia and West Virginia service
areas. NTELOS operates its own retail wireless business with more
than 400,000 customers, but the Sprint Nextel wholesale segment
has grown in importance. Sprint Nextel guarantees NTELOS minimum
monthly revenues of $9 million under the current contract, but
actual revenues have risen well above the guarantee level, now
averaging roughly $14 million monthly and accounting for around
40% of NTELOS's total service revenues. Our current rating already
cites as a material risk the potential that the Sprint Nextel
wholesale contract might not be renegotiated, or might be
renegotiated on considerably less favorable terms. The negative
CreditWatch indicates that Softbank's acquisition of Sprint Nextel
could increase that risk. NTELOS reported approximately $450
million of debt outstanding on Sept. 30, 2012," S&P said.

"In resolving the CreditWatch, we will assess the improvement to
Sprint Nextel's liquidity if Softbank closes on its acquisition of
70% of Sprint Nextel. That assessment will, in turn, reflect our
view of credit support for Sprint Nextel, if any, from higher
rated Softbank. We would downgrade NTELOS if we viewed the
Softbank transaction as markedly improving Sprint Nextel's
liquidity, thereby increasing the chance that Sprint Nextel might
consider investing in its own network in the NTLEOS footprint and
either not review its wholesale services agreement with NTELOS or
enter into a new agreement, after the current one expires, under
terms significantly less favorable to NTELOS. A downgrade based on
that scenario would likely be limited to a single notch. However,
if other developments suggested that there was a significant
likelihood that the wholesale contract would not be renewed or
would be renewed under materially less favorable terms, the
magnitude of a downgrade could be greater," S&P said.


OMEGA NAVIGATION: Lenders Settle to Take Over Eight Vessels
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Omega Navigation Enterprises Inc. bankruptcy
reorganization is ending with a settlement where secured lenders
will take ownership of the eight vessels in return for a release
of claims.  In return, the lenders will pay most professional
expenses and provide $500,000 for distribution to unsecured
creditors.  In addition, the lenders will pay $5.3 million to
Omega's owner George Kassiotis.

The report relates that HSH Nordbank AG, as the senior lenders'
agent, has first liens on vessels to secure $242.7 million in
debt.  The lenders include Bank of Scotland and Dresdner Bank AG.
Acrimonious litigation before bankruptcy spilled over into the
Chapter 11 case. Before bankruptcy, Omega sued the senior bank
lenders in Greece contending they violated an agreement to grant a
three-year extension on a maturing loan.  The lenders sued in
England.

According to the report, when Omega defeated an effort by the
lenders to dismiss or convert the Chapter 11 case to liquidation
in Chapter 7, U.S. Bankruptcy Judge Karen K. Brown in Houston said
that the Hamburg-based agent for secured lenders displayed
"reckless disregard for truth and an intentional strategy to delay
and impede the bankruptcy proceedings."  Judge Brown said she
would later decide on imposing sanctions against HSH or its
lawyer.  The settlement, if approved, will relieve Judge Brown of
the necessity for ruling on sanctions.

The report relates that in return for a release from claims, the
lenders will pay operating expenses incurred before they take over
the vessels.  In addition to the $5.3 million to the company's
owner, they will pay Omega's lawyers $5 million that almost fully
covers unpaid fees.  The lenders pay $500,000 to cover the
creditors' committee's lawyers.  The lenders are setting aside
another $500,000 for priority and unsecured claims.  They provide
another $250,000 to cover legal expenses in wrapping up the
bankruptcy.

The report notes that the lenders will take ownership of the eight
vessels free of claims.  The lenders waive claims so they won't
take back any of the money they pay.

Judge Brown, the report also discloses, disagreed with HSH's
strategy to threaten a suit against Omega's outside directors
unless they voted to dismiss the bankruptcy reorganization.  She
appointed an examiner who issued a report saying it was
appropriate "to sanction HSH" by ordering the bank not to threaten
lawsuits.  The examiner also concluded that HSH should pay some of
Omega's attorneys' fees and expenses.

A hearing to approve settlement will take place in bankruptcy
court in Houston on Jan. 9.

Omega filed a Chapter 11 plan in August that drew objections from
the unsecured creditors' committee, the junior secured lenders and
the senior lenders.  Judge Brown had authorized the committee to
search for a buyer to take the petroleum tanker owner away from
the current owner.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


PINNACLE AIRLINES: Reaches Tentative Deal With Pilots Association
-----------------------------------------------------------------
Pinnacle Airlines Corp.'s wholly owned subsidiary, Pinnacle
Airlines Inc., has reached a tentative agreement with the Air Line
Pilots Association (ALPA), the legal representative of the
Pinnacle Airlines pilot group on cost reductions that cover pay,
retirement, work rules and benefits.

A separate agreement was reached among Pinnacle Airlines, Pinnacle
pilots and Delta Air Lines that includes long-term career
opportunities and the addition of 40 CRJ-900s to the Pinnacle
fleet.  With this agreement, Pinnacle's long-term fleet plan has
been established at 81 CRJ-900 aircraft.  The CRJ-900 deliveries
are planned for the fall 2013 and are planned to be completed by
year-end 2014.  Pinnacle will remove its 140 CRJ-200 aircraft from
the fleet over the next two to three years.

"I want to thank ALPA and the negotiating teams for working
exceptionally hard to accomplish this," said John Spanjers,
president and CEO of Pinnacle Airlines Corp.  "Throughout this
process, our goal was to reach a consensual agreement with ALPA
and both sides worked diligently to achieve that goal."

ALPA members will have the opportunity to vote on the tentative
agreement in January and, if approved, the changes would become
effective when similar changes are implemented for Pinnacle's
other labor groups and non-union employees.  The tentative
agreement also remains subject to approval and review by the
Bankruptcy Court.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25, 2013.


PROLOGIS INC: S&P Affirms 'BB' Preferred Stock Rating
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Prologis
Inc. and Prologis L.P. (together, Prologis), to positive from
stable. At the same time, we affirmed our 'BBB-' corporate credit
rating on Prologis and our 'BB' issue-level rating on the
company's preferred stock.

"We believe that Prologis' recently announced plans to monetize
$2.1 billion of its assets in Japan will generate meaningful net
cash proceeds resulting in reduced leverage and improved debt-to-
EBITDA, debt coverage metrics and liquidity, and lower foreign
exchange exposure," said credit analyst Elizabeth Campbell. "As a
result, our view of the company's financial risk profile is moving
toward 'intermediate', an improvement from our current
'significant' assessment. Further, we believe that industrial
fundamentals will continue to improve gradually during 2013 and
that Prologis will continue to monetize additional assets in the
coming year to reach its target look-through leverage level of 30%
and debt-to-EBITDA of 6x."

"The positive outlook reflects the likelihood that we would
consider raising our rating if Prologis successfully executes its
pending transaction in Japan. We believe that the Japan
transaction will generate meaningful net cash proceeds resulting
in reduced leverage; improved debt-to-EBITDA, debt coverage
metrics and liquidity; and lower foreign exchange exposure. As a
result, our view of the company's financial risk profile is moving
toward 'intermediate' from our current 'significant' assessment.
Further, we believe that industrial fundamentals will continue to
improve gradually during 2013 and that Prologis will continue to
monetize additional assets in the coming year to reach its target
look-through leverage level of 30% (or mid- to low-30% area under
S&P's calculation) and debt-to-EBITDA of 6x by year-end 2013.
However, if asset monetizations and related improvements to the
company's financial profile are slower to occur than we believe,
we would consider revising the outlook back to stable," S&P said.


REGIONS FINANCIAL: Moody's Raises Senior Debt Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of
Regions Financial Corporation and its subsidiaries. Regions
Financial Corporation was upgraded to Ba1 from Ba3 for senior
debt. Its lead bank, Regions Bank, was upgraded to Baa3 from Ba1
for long-term deposits and to Prime-3 from Not-Prime for short-
term deposits. The standalone bank financial strength rating was
affirmed at D+, but its baseline credit assessment was raised to
baa3 from ba1. The holding company's short-term rating was
affirmed at Not-Prime. Following the rating action, the outlook is
stable.

This concludes the review for upgrade that began on October 3,
2012.

Ratings Rationale

The upgrade reflects Regions' improved asset quality. The upgrade
also incorporates Regions' enhanced risk management infrastructure
and reduced asset concentrations placing the company in a better
position to weather another real estate cycle.

Regions' asset quality has continued to improve with positive
trends seen in most metrics, including net charge-offs and
delinquencies. Moody's noted that while Regions' nonperforming
assets (NPAs) have also improved, they remain unusually high.
Moody's noted that Regions' NPAs include a sizable component of
accruing troubled debt restructurings (TDRs). Moody's cited that
Regions is broader in its interpretation of rules governing TDRs
compared to banking peers. Consequently, Regions' NPAs are larger
than peers, but Moody's expects that their loss content will be
comparatively lower.

Regarding Regions' risk management, it has strengthened its
personnel and reorganized and enhanced its committee structures.
The company has also reduced its risk appetite as demonstrated by
management's concerted efforts to lower asset concentrations in
the past two years. Regions' combined exposure to commercial real
estate and home equity was significantly lowered to 2.3 times
tangible common equity (TCE) at September 30, 2012, compared to
3.7 times TCE at December 31, 2010.

Nonetheless, Moody's added that Regions still faces earnings
pressure in the current protracted low interest rate environment
that could lead the bank to take on additional risks either in its
securities portfolios or by diversifying into other business
segments. The effectiveness of Regions' risk management, including
in containing concentrations, will be a key driver of any future
positive rating actions.

The last rating action on Regions was on October 3, 2012 when
Moody's placed the ratings on review for upgrade.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

Regions Financial Corporation headquartered in Birmingham,
Alabama, reported total assets of $122 billion at September 30,
2012.


QUICKSILVER RESOURCES: S&P Revises Outlook on 'B-' CCR to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Fort
Worth, Texas-based Quicksilver Resources Inc. to negative from
stable. "We also affirmed our 'B-' corporate credit rating on the
company," S&P said.

"The outlook revision reflects our updated assessment of
Quicksilver's liquidity, following the company's third-quarter
results and a higher level of capital spending year-to-date than
we had previously anticipated," said Standard & Poor's credit
analyst Carin Dehne Kiley. "As of Sept. 30, 2012, Quicksilver's
liquidity (cash and borrowing base availability) was $305 million.
We project that liquidity will remain at a similar level through
the end of 2012 but drop to $260 million at year-end 2013,
assuming capital pending of about $485 million in 2012 and $161
million in 2013. However, at the end of 2014, when the company's
letters of credit obligations increase to over $300 million, we
estimate liquidity will fall to essentially $0. Our assessment of
the company's liquidity does not factor in proceeds from potential
asset sales or joint venture agreements, which the company
continues to actively pursue."

"Our ratings on Quicksilver reflect the company's 'vulnerable'
business risk, 'highly leveraged' financial risk, and 'less than
adequate' liquidity. Our assessment of the company's business risk
is based on its participation in the cyclical and capital-
intensive exploration and production (E&P) industry and its
vulnerability to the currently weak natural gas and natural gas
liquids (NGLs) markets (given that natural gas and NGLs account
for about 80% and 18% of its total current production and proven
reserve base). Based on actual third-quarter realized prices and
costs, Quicksilver's unhedged operating income (EBIT) is negative,
while it still carries relatively high debt given acquisition
activity over the past few years. The ratings also reflect the
company's relatively large proven reserve base for the rating
category, low cost structure, and above market-priced hedges on
more than half of its natural gas production through 2015," S&P
said.

"Our negative outlook reflects our expectations that although we
expect Quicksilver's liquidity to remain above $200 million over
the next 12 to 18 months, it could deteriorate significantly at
the end of 2014 without the company realizing proceeds from asset
sales or joint ventures, or restructuring its letters of credit
obligations. However, the company has indicated publicly that it
expects to have a joint venture agreement in place around year-end
2012," S&P said.

"We could lower the rating if liquidity drops below $200 million,
which would most likely occur if the company does not finalize a
joint venture. We could revise the outlook to stable if we believe
the company will be able to preserve liquidity above $200 million
for a sustained period," S&P said.


SAN BERNARDINO, CA: Union, Calpers Reiterate Bankruptcy Challenge
-----------------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reports that the
California Public Employees' Retirement System and the San
Bernardino Public Employees Association filed separate replies
Dec. 14 in U.S. Bankruptcy Court in Riverside, California, in
support of their earlier objections to city's eligibility for
Chapter 9 restructuring.

According to Bloomberg, the union claims the bankruptcy case was
improperly filed because the city claimed there was a fiscal
emergency in order to bypass a law that mandates municipalities
engage in a "neutral evaluation" process with debt holders for 60
days, in an attempt to reach a resolution out of court.  "The city
had advanced knowledge of its fiscal condition and imminent
bankruptcy, yet the city let seven months pass without engaging in
mediation with its creditors," the union said.  "The city's
preference for bankruptcy over the neutral evaluation process
shows that the city has not given its citizens and workers every
reasonable effort to avoid the consequences of Chapter 9."

"It is painfully obvious that the city's fiscal affairs are in
disarray," Calpers said in its filing, the report notes.  "The
little information that has been produced to Calpers by the city
to date suggests that the city has been operating for more than a
decade without necessary financial controls, without fundamental
reporting mechanisms, and in a manner that violates its own
charter and state law."

Bloomberg relates Paul Glassman, Esq., a lawyer representing the
city, didn't immediately return a call to his firm's office after
regular business hours seeking comment on the filings.

                        About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SATCON TECHNOLOGY: Draws Objections to Executive Bonus Program
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Satcon Technology Corp. will face opposition from the
official creditors' committee and the U.S. Trustee at a Dec. 27
hearing for approval of $1.6 million in executive and management
bonuses.

According to the report, the creditors contend that the bonus
program "bears the attributes of an insider retention plan" that
Congress forbids for companies in bankruptcy. The panel believes
that managers would earn bonuses for nothing more than fulfillment
of "their fiduciary duties."

The report relates that executives of Boston-based Satcon could
earn 40% of the bonus by implementing an arrangement to fill
customer orders with product provided by the principal suppler
China Great Wall Computer Shenzhen Co. Ltd.  The agreement with
Great Wall already was approved by the court.  Another 30% would
be earned by generation of positive cash flow throughout the
Chapter 11 effort.  The last 30% would be due for selling the
business or confirming a reorganization plan for the company as a
going concern.  Great Wall makes 90% of the products and
subassemblies used in Satcon's products.

Silicon Valley Bank, owed $14.5 million in secured debt, also
opposes approval of the bonuses, according to the report.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.  Satcon disclosed assets of $92.3 million and
liabilities totaling $121.9 million.  Liabilities include $13.5
million in secured debt owing to Silicon Valley Bank.  There is
another $6.5 million in secured subordinated debt.  Unsecured
liabilities include $16 million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


SECURITY NATIONAL: Wants Plan Exclusivity Extended to Jan. 31
-------------------------------------------------------------
Security National Properties Funding III LLC asks the Bankruptcy
Court to further extend the Debtors' exclusive plan filing period
through and including Jan. 31, 2013, and further extending the
Debtors' exclusive solicitation period through and including March
31, 2013, without prejudice to the Debtors' right to seek further
extensions of the Exclusive Periods.

The Debtors recently filed an Amended Plan and Revised Amended
Disclosure Statement.  The Debtors continued to attempt to reach a
settlement with Bank of America and submit that more than enough
"cause" exists to grant the Debtors' requested extension of the
Exclusive Periods.

The Debtors believe that the Amended Plan is confirmable and that
the Amended Plan is in the best interest of the Debtors, their
Estates and all Holders of Claims.  However, given the ongoing
litigation with Bank of America, the Debtors acknowledge that it
may become necessary to file a new plan or to make certain
modifications to the Amended Plan based on the outcome of the Stay
Relief Motion or the Confirmation Hearing.

The Debtors remain hopeful that they can reach a consensual
resolution of the Chapter 11 Cases with Bank of America and the
Senior Lenders.  If such a resolution is reached, it may require
modifications to the Amended Plan or require the Debtors to file a
new plan.

Given the possibility for modifications to the Amended Plan or
further plans, the Debtors believe it is appropriate for the Court
to extend the Exclusive Periods.

The hearing to consider confirmation of the Amended Plan is
scheduled for Jan. 7, 2013, at 10:00 a.m.  Objections to the
confirmation hearing are due Dec. 21, 2012, at 4:00 p.m.

On Oct. 27, the Bankruptcy Court granted the Debtors' amended
motion for approval of the Disclosure Statement explaining the
Plan.

The U.S. Trustee had objected to the adequacy of the information
in the Disclosure Statement, saying it failed to provide
sufficient information for creditors and parties in interest to
make an informed decision regarding whether to vote in favor of or
to reject the Plan.  The U.S. Trustee noted that the Plan would
result in the substantive consolidation of certain of the Debtors,
but the Disclosure Statement contains inadequate information as to
the legal basis that supports substantive consolidation.

The Disclosure Statement Order set Dec. 17 as deadline to cast
plan votes.

Under the Plan, the Debtors' cash on hand as of the Effective Date
shall be used to pay Allowed Administrative Claims (including
Allowed Administrative Claims for Accrued Professional
Compensation and Allowed Ordinary Course Administrative Claims),
Allowed Priority Tax Claims, and all Allowed Claims in Classes 1,
4 (in the event the Collateral is not returned to the Allowed
Claim Holder), 5 and 7.

The Reorganized Debtors shall use the Reorganized Debtors' cash
flow derived from the operation of the Properties to (i) make all
payments to Class 2 Senior Lender Secured Claims as required by
terms of the New Loan Agreement; and (ii) make any Cash payments
required to be made to Class 3 Senior Lender Unsecured Claims.

Pursuant to the terms of a Plan Support Agreement and the New Loan
Agreement, the Debtors' Cash on hand, the New Investment, and the
Debtors' cash flow derived from the operation of the Properties
after payment of all operating expenses and capital expenditures
shall be used to make Distributions to Holders of Allowed General
Unsecured Claims and Holders of Allowed Priority Tax Claims and
Secured Governmental Unit Claims paid pursuant to sections
1129(a)(9)(C) and (D) of the Bankruptcy Code in accordance with
the terms of the Plan.  The reduced and subordinated Management
Fee is expected to increase cash available for payments required
under the Plan.

A copy of the amended disclosure statement supporting the amended
joint plan of reorganization is available for free at:

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

                     Bank of America Objects

Bank of America, N.A., as administrative agent for certain lenders
objects to the Debtors' request for extension.

Tyler D. Semmelman, Esq., representing Bank of America, tells the
Court that the Lenders patiently have allowed this case to proceed
toward confirmation despite its increasingly prolonged nature,
numerous rounds of fruitless negotiations and mediation, over a
year of consensual use of cash collateral in the face of
decreasing property values and tightening cash flow, and
cumbersome and expensive discovery and litigation.  Now, more than
a year into the case and even though a confirmation hearing has
been scheduled, the Debtors have asked this Court to give them a
third opportunity to file a plan once their current plan proves to
be unconfirmable. The Debtors have not.  However, established that
cause exists for such an extension. Rather, the tactic reflects a
desire to further delay this case and maintain negotiating
leverage over Bank of America in what is essentially a two-party
dispute.

The Debtors will not be able to propose a plan that will be
accepted by all impaired classes absent a consensual resolution
with the Lenders.  The Debtors' argument that they may need to
amend the current plan if a consensual resolution is reached rings
hollow because Bank of America is the only party likely to file a
competing plan, and a consensual resolution between the parties
would eliminate any ramifications of ending exclusivity.

If the Debtors are unable to confirm their current plan on the
schedule set for confirmation, there is no legitimate basis to
allow them a third opportunity to file a plan without also giving
Bank of America and the Lender group the opportunity to file a
competing plan.  Bank of America and the Lender group are in the
early stages of considering their own plan of reorganization that
would pay other creditors in full and provide for fair and
equitable treatment of the Lenders.  Accordingly, the Third
Exclusivity Motion should be denied to allow Bank of America and
the Lender group to file their own plan in the event the Debtors'
plan is not confirmed.

Bank of America is represented by:

         Mark D. Collins, Esq.
         Tyler D. Semmelman, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         One Rodney Square
         920 North King Street
         Wilmington, DE 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701
         Email: collins@rlf.com
                semmelman@rlf.com

                      About Security National

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Andrew R. Remming, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc.
serves as the Debtors' claims and notice agent.  The Debtors'
scheduled assets total $24,758,433 while scheduled liabilities
total $354,657,501.

The U.S. Trustee for Region 3 was unable to form an official
committee of unsecured creditors.


SOLAR TRUST: Negotiating Settlement With German Parent
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solar Millennium Inc. had scheduled a Dec. 20
confirmation hearing for approval of the Chapter 11 plan.  To
permit further negotiations with the bankrupt German parent Solar
Millennium AG, the confirmation hearing was pushed back to
Jan. 22.

The report relates that to determine how much unsecured creditors
would receive from the liquidating plan, Solar Millennium's
unsecured creditors' committee sued the German parent and
affiliates in November.  They had filed $211 million in claims in
the U.S. bankruptcy.  The committee's lawsuit aims to knock out
the claims and doesn't seek a monetary recovery, such as for
fraudulent transfers.

According to the report, in the meantime, the company filed a
third request for extension of the exclusive right to propose a
plan.  If approved at a Jan. 22 hearing, the plan-filing deadline
will be pushed out to March 1.

Solar Millennium sold two of its solar power projects.  The sales
eventually could generate $110 million in value, according to a
court filing.  The plan would pay creditors in the order of
priority called for in bankruptcy law, taking settlements into
consideration.  General unsecured creditors with $42.5 million in
claims were told in disclosure materials they could expect a
recovery between 14% and 20%.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in
California and Nevada.  Located in the "Solar Sun Belt" of the
American Southwest, the project sites have extremely high solar
radiation levels, and allow the Debtors' projects to harness high
levels of solar power generation.  Projects include the rights to
develop one of the world's largest permitted solar plant
facilities with capacity of 1,000 MW in Blythe, California.  Two
other projects contemplated 500 MW solar power facilities in
Desert Center, California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental
phase and does not generate revenue for the Debtors.  Ferrostaal
ceased providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding
after December 2011.

NextEra Energy Resources LLC committed to provide a postpetition
secured credit facility and has expressed an interest in serving
as stalking horse purchaser for certain of the Debtors' assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of
America LLC. STA Development, LLC, one of the debtors that filed
for bankruptcy April 2, owns 100% of the interests in Ridgecrest,
et al.

Ridgecrest Solar Power estimated up to US$50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to US$50,000 in
assets and up to US$10 million in liabilities.

In July 2012, NextEra Energy Inc. received formal authority to
buy the unfinished 1,000-megawatt facility in Blythe, California,
owned by Solar Millennium Inc.  NextEra is paying US$10 million
in cash plus as much as $40 million when the project is finished.

The Delaware Bankruptcy Court also approved selling the 500-
megawatt project under development in Desert Center, California,
to BrightSource Energy Inc. for a price that may reach about
US$30 million.


SOUTHERN OAKS: Seeks Approval of InterBank Settlement Agreement
---------------------------------------------------------------
Southern Oaks of Oklahoma, LLC, asks the Bankruptcy Court for an
order authorizing a compromise and approving a settlement with
InterBank.

InterBank is a secured lender of Debtor holding a first priority
lien on all of the Properties mortgaged to InterBank except one,
which is a second priority lien.  As of the Petition Date,
InterBank's Proof of Claim asserts indebtedness owed of
$8,557,364.  For purposes of use of cash collateral, the
Bankruptcy Court has held that InterBank has adequate protection
in the form of an equity cushion.  Thus, InterBank would be
entitled to post petition interest, fees and expenses to the
extent the value of the Properties exceeded its claim.

InterBank has opposed the Debtor's use of cash collateral,
extension of exclusivity and proposed disclosure statement and
plan.  InterBank seeks liquidation of its collateral and pay down
of its indebtedness.  InterBank brought an action in the District
Court of Oklahoma County, Oklahoma against the guarantors of the
Debtor's indebtedness and obtained Judgment on or about October 3,
2012.

The Debtor has previously undertaken steps to liquidate one of the
apartment complexes mortgaged to InterBank.  The Debtor obtained
Court approval of bidding procedures and an auction for the sale
of Prairie Village Apartments pursuant to a Bidding Procedures
Order on Oct. 22, 2012.  The auction of Prairie Village Apartments
occurred on November 9, 2012 and an Order approving the Sale of
the Prairie Village Apartments to InterBank will be submitted on
Nov. 13, 2012.

On Oct. 23, 2012, the Debtor also filed a motion under 11 U.S.C.
Sec. 363 to sell property located at 1609 N.W. 47th Street, which
is collateral of InterBank.  The sale of this property will likely
result in a pay down of the loan secured by that property and an
additional amount to be applied to the remaining cross
collateralized debt.

The Debtor and InterBank have negotiated a global resolution and
settlement of their disputes and the indebtedness.  Essentially,
the Debtor will cause substantially all of InterBank's collateral
to be liquidated through section 363 Motions approved by the Court
with the proceeds thereof being paid to InterBank in full
satisfaction of the debt.  In exchange, the Debtor will retain two
properties free and clear of InterBank's liens and the Debtor and
guarantors will be released from any other claims by InterBank.

The terms of the settlement agreement are:

     1. Upon approval, Debtor will complete the pending sales of
        the InterBank Properties pursuant to Section 363 of the
        Bankruptcy Code.

     2. Concurrently with this Motion, Debtor will file and serve
        other Motions seeking approval of Section 363 Sales to
        liquidate the remaining InterBank Properties, subject to
        approval of the Settlement pursuant to this Motion.

     3. Upon satisfactory sale and closing of the 363 sales,
        InterBank will release the Debtor and related guarantors
        from all liability and will release its mortgages on two
        properties defined as the Excluded Properties in the
        Settlement Agreement consisting of the real and personal
        property located at 4627 Hemlock Lane and 2519 S.W.
        59th St.

     4. The Debtor will provide a release to InterBank as
        specified in the Settlement Agreement.

The settlement, the Debtor said, is in the best interest of its
estate and its creditors and parties in interest, and resolves
what will otherwise be continued, multi-faceted, significant and
costly litigation over the claims, properties and valuations and
plan cram down confirmation between InterBank and the Debtor.  On
the other hand, approval of the compromise will enable the Debtor
to proceed with the disclosure statement and plan confirmation
process and to coordinate with InterBank the process to market and
liquidate the various Properties that are InterBank's its
collateral, and attempt to realize the maximum value thereof.  In
return, the Debtor and its principals and affiliates, can part
ways with InterBank and proceed to reorganize the remaining
assets.  Finally, other creditors and parties in interest will
benefit from the settlement by allowing the Debtor to proceed with
the plan confirmation process.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, owns a 126 unit apartment complex
in south Oklahoma City, 115 single family residences, 10
residential duplexes and 4 commercial properties in the Oklahoma
City Metro area and a 100 unit apartment complex in Pryor,
Oklahoma.  The Company operates the non-apartment properties by
and through an affiliate property management company, Houses For
Rent of OKC, LLC, who advertises, leases, collects rents, pays
expenses, provides equipment, labor and materials for maintenance,
repairs and makeready services.

The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla.
Case No. 12-10356) on Jan. 31, 2012.  Judge Niles L. Jackson
presides over the case.  Ruston C. Welch, Esq., at Welch Law Firm
P.C., serves as the Debtor's counsel.  It scheduled $14,788,414 in
assets and $15,352,022 in liabilities.  The petition was signed by
Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


STOCKTON, CA: Creditors Object to Chapter 9 Eligibility
-------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reports that a
group of bond insurers, banks and financial trustees on Dec. 14
filed objections to the city of Stockton's eligibility for Chapter
9 bankruptcy protection.  According to an e-mailed statement sent
by the city to Bloomberg News, the filing by the group, Capital
Markets Creditors, offers the first specific responses to the
city's restructuring proposal and bankruptcy filing.

"The city looks forward to analyzing the specific objections and
information submitted by the CMC and will file a complete and
thorough response with the court," according to the statement,
Bloomberg reports.  "We are not going to argue this in the media."

Bloomberg notes Stockton is trying to become the first American
city since the Great Depression to use bankruptcy to force
bondholders to take less than the principal they're owed.
Vallejo, California, exited bankruptcy last year after persuading
lenders to take less interest and extend repayment.  The
Bankruptcy Court in Sacramento, California, will hold a trial-like
hearing in January over whether Stockton is legally entitled to
remain in bankruptcy after elected officials sought court
protection in June.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., at
Orrick, Herrington & Sutcliffe LLP.  The petition was signed by
Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


SUNCHASE CAPITAL: 4th Circuit Rules on Constructive Trust Issue
---------------------------------------------------------------
In 2004, Sunchase Capital Partners XI, LLC, purchased 141 acres of
real property from Tudor Hall Farm, Inc.  The property included a
parcel known as Parcel K, to which Parcel K-Tudor Hall Farm, LLC,
took title.  To raise funding for the purchase, Sunchase asked
individuals -- including Eun O. Kim and the other 21 investors --
to invest in the project.  Sunchase ultimately filed for
bankruptcy.  Under its Chapter 11 plan, Sunchase sold all of the
Tudor Hall Farm property except Parcel K, and the Investors
received nothing.

The Investors brought a cause of action against PK-THF, seeking to
impose a constructive trust on Parcel K because, according to the
Investors, PK-THF came to own it due to Sunchase's fraudulent
behavior.  The district court granted the Investors' motion for
summary judgment and imposed a constructive trust in the amount of
$50,640.  The Investors now appeal, challenging the method the
district court used to value the constructive trust, and PK-THF
cross-appeals the district court's decision to impose the trust.

In a Dec. 17, 2012 ruling, the U.S. Court of Appeals for the
Fourth Circuit affirmed the district court's imposition of a
constructive trust and its adoption of the "proportionality
approach" to value the trust.  However, Fourth Circuit found that
the district court erred in its application of the proportionality
approach, and vacated in part and remand for further proceedings.

The case before the appeals court is captioned, EUN O. KIM; AMY
HSIANG-CHI TONG; CHIN KIM; DANIEL I. KIM; GOOM Y. PARK; GYEASOOK
KIM; KAP J. CHUNG; HONG S. CHUNG; LENA KIM; MI YOUNG KIM; MYONG HO
NAM; YOUN HWAN KIM; YOUNG JOO KANG; ALAN YOUNG CHENG; SHUI QUI
ZHANG; EVA YIHUA TU; HELENA LEE; KI N. LEE; SUN H. LEE; KWANG BAG
LEE; KWANG JON KIM; NAM DOLL HUH, Plaintiffs-Appellants, v. PARCEL
K-TUDOR HALL FARM LLC, Defendant-Appellee, and DOUGLAS A. NYCE;
NYCE AND CO., INC., Defendants; and EUN O. KIM; AMY HSIANG-CHI
TONG; CHIN KIM; DANIEL I. KIM; GOOM Y. PARK; GYEASOOK KIM; KAP J.
CHUNG; HONG S. CHUNG; LENA KIM; MI YOUNG KIM; MYONG HO NAM; YOUN
HWAN KIM; YOUNG JOO KANG; ALAN YOUNG CHENG; SHUI QUI ZHANG; EVA
YIHUA TU; HELENA LEE; KI N. LEE; SUN H. LEE; KWANG BAG LEE; KWANG
JON KIM; NAM DOLL HUH, Plaintiffs-Appellees, v. PARCEL K-TUDOR
HALL FARM LLC, Defendant-Appellant, and DOUGLAS A. NYCE; NYCE AND
CO., INC., Defendants, Nos. 11-2274, 11-2298 (4th Cir.).  A copy
of the Fourth Circuit's Dec. 17, 2012 opinion is available at
http://is.gd/UrhOBFfrom Leagle.com.

Based in Columbia, Maryland, Sunchase Capital Partners XI, LLC
provides capital to high turnover business.  The Debtor filed for
chapter 11 protection on Sept. 10, 2007 (Bankr. D. Md. Case No.
07-18677).  The Debtor scheduled total assets of $15,200,878 and
total liabilities of $18,833,219.  Sunchase tapped Saul Ewing LLP
as its bankruptcy counsel.  Sunchase and Tudor Hall Funding
proposed a Chapter 11 plan that required Sunchase to sell 41 acres
of real property to Tudor Hall Funding free of any liens, claims,
and encumbrances to satisfy Sunchase's obligation under a Purchase
Money Note.  The plan allowed Sunchase to assign its 80%
membership interest in Parcel K-Tudor Hall Farm, LLC, to Tudor
Hall Funding.  In a separate transaction, Tudor Hall Funding
acquired Tudor Hall Farm's 20% interest in PK-THF, making Tudor
Hall Funding the sole owner of all membership interests in PK-THF.
On March 13, 2009, the bankruptcy court confirmed the proposed
plan.


SUNNYSLOPE HOUSING: Court Pegs Remaining Tax Credits at $1.3MM
--------------------------------------------------------------
After trial on Dec. 6, 2011, the Bankruptcy Court in Arizona found
the value of First Southern's interest in its collateral, for
purposes of Bankruptcy Code Sec. 506(a), to be $2.6 million.  That
value was essentially the value of Sunnyslope Housing Limited
Partnership's real property plus improvements, but not including
the value of the Low Income Housing Tax Credits, because the
evidence conclusively demonstrated that First Southern had no lien
on the LIHTC's, so their value could not be included for purposes
of Sec. 506(a). After trial on Feb. 29 and March 1, 2012, the
Court confirmed the Debtor's plan of reorganization utilizing that
$2.6 million value as the amount of First Southern's secured
claim.

On appeal, the District Court affirmed the Bankruptcy Court's
finding of the value of the real property and many other findings
and conclusions necessary for the confirmation of the Debtor's
plan of reorganization, but reversed and remanded for the
Bankruptcy Court to make a determination of the "value of the
remaining tax credits" to be included as part "of the value of
First Southern's collateral under Sec. 506(a)."

The District Court's order of remand was issued on Sept. 18, 2012.
Although it was appealed to the Ninth Circuit by First Southern,
First Southern did not seek a stay pending appeal, nor has the
District Court's order been stayed.  Consequently the Bankruptcy
Court held a trial on Dec. 10 to determine the value of the
remaining LIHTCs.

In a Dec. 12, 2012 Memorandum Decision available at
http://is.gd/Nm0mNPfrom Leagle.com, Bankruptcy Judge Randolph J.
Haines ruled that the remaining value of the LIHTCs as of Jan. 1,
2013, is $1.3 million.

                     About Sunnyslope Housing

Sunnyslope Housing Limited Partnership, dba Pointe Del Sol
Apartments, was placed into involuntary Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-02441) by a creditor, Reid Butler, on
Jan. 31, 2011.  On April 11, 2011, the case was converted from an
involuntary case to a voluntary case.  Engelman Berger, P.C.,
serves as counsel to the Debtor.  The Company disclosed $4,357,438
in assets and $18,074,818 in liabilities as of the Chapter 11
filing.

No trustee, examiner, or official committee of unsecured creditors
has been appointed to date.


SUNTRUST BANKS: DBRS Raises Preferred Stock Rating to 'BB(high)'
----------------------------------------------------------------
DBRS, Inc. has confirmed most ratings of SunTrust Banks, Inc. and
its related bank subsidiary, including the Company's Issuer &
Senior Debt rating at A (low).  At the same time, DBRS has
upgraded the Company's Perpetual Preferred Stock rating to BB
(high) from BB, which now reflects DBRS's standard notching for
rating preferred shares.  The trend for all ratings remains
Stable.  The ratings action follows a detailed review of the
Company's operating results, financial fundamentals and future
prospects.

SunTrust's ratings reflect its powerful banking franchise in the
demographically attractive Southeast and Mid-Atlantic regions, a
diversified revenue stream, and improving balance sheet strength.
Indeed, over the past year, capital, asset quality, funding, and
earnings have all shown improvement.  The ratings also consider
the Company's below-peer profitability and still elevated, albeit
improving, asset quality metrics.  While the legacy mortgage rep
and warranty issue has cost the Company $2.2 billion of earnings
since the housing bubble burst, DBRS believes that future costs
related to the legacy residential mortgage issues should be more
manageable.

The Stable trend reflects DBRS's belief that SunTrust's
improvement in earnings is sustainable given solid expense
controls, a robust mortgage business, expected loan growth and
lower credit-related costs.  As a result, DBRS sees the Company's
earnings metrics coming more in line with those of its similarly
rated peers. If profitability does not rebound as anticipated, the
ratings could come under pressure.

While SunTrust making substantial progress de-risking and
deleveraging its balance sheet by reducing higher-risk loans (down
17% from a year ago), working through asset quality problems and
growing capital over the past year, these efforts were accelerated
in 3Q12 when the Company sold its Coca-Cola (Coke) stock, which
generated a $1.9 billion pre-tax gain.  By realizing the gain, the
Company was able to take numerous charges, while still adding $753
million to net income available to shareholders.  Specifically,
these actions included taking a $371 million mortgage repurchase
provision to increase the reserve to an amount that the Company
believes will cover all future losses related to pre-2009 vintage
loans sold to Government Sponsored Enterprises, the movement of
$2.4 billion of loans to held for sale (included $1.4 billion of
student loans, $500 million of nonperforming mortgage and
commercial real estate loans, and $500 million of delinquent
Ginnie Mae loans) with an additional $600 million of student loans
being transferred to held for sale in 4Q12, valuation losses on
affordable housing investments, and a charitable donation.
Despite SunTrust losing the financial flexibility of the
substantial gains associated with its Coke holdings, DBRS views
these various balance sheet moves positively.

Most recently, the Company reported net income available to common
shareholders of $1.1 billion in 3Q12, up from $270 million in 2Q12
and from $211 million a year ago.  Excluding the items related to
the Coke sale, net income available to common shareholders would
have been $313 million.  DBRS expects lower credit-related costs,
expense discipline and continued robust mortgage earnings to more
than offset net interest income compression in 2013.

While asset quality has greatly improved relative to a few years
ago, asset quality metrics remain above normalized historical
standards and peers.  Nonperforming loans (NPLs) have declined a
substantial $1.5 billion, or 47%, over the past twelve months to
$1.7 billion, or 1.42% of total loans at 3Q12.  Meanwhile, net
charge-offs (NCOs) increased to $511 million, or 1.64% of average
loans (annualized), in 3Q12 driven by loan sales and a change in
credit policy that speeds the timing of charge-offs related to
junior lien loans.  Excluding these two items, NCOs would have
been $274 million, or a much improved 0.88% of average loans
(annualized).  Overall, the allowance for credit losses was a
sufficient 1.84% of total loans, or approximately 2% excluding
government guaranteed loans.

SunTrust's liquidity profile continues to be robust.  The Company
manages its liquidity position to maintain multiple sources of
funding, led by core deposits that provide an inexpensive source
of funding.  At September 30, 2012, average customer deposits
(excluding brokered time and foreign deposits) funded the entire
average loan portfolio.  The Company also has access to the
discount window, the Federal Home Loan Bank (FHLB), and its free
and liquid securities, which together provide $43 billion (as of
September 30, 2012) in additional contingent liquidity.

Overall, capital metrics remain solid and improved during the
third quarter.  Specifically, the Company's tangible common equity
to tangible assets ratio increased 16 basis points to 8.31%.
Moreover, all regulatory capital metrics were bolstered during the
quarter as well.  SunTrust noted that its Basel III tier 1 common
ratio remained relatively stable at 8.0% under its interpretation
of the proposed rules.

SunTrust, a diversified financial services corporation
headquartered in Atlanta, Georgia, reported $173.2 billion in
consolidated assets as of September 30, 2012.


SUPERIOR OFFSHORE: Lawsuit Against D&Os Goes to Trial
-----------------------------------------------------
In the lawsuit, SUPERIOR OFFSHORE INTERNATIONAL, INC., Plaintiff,
v. LOUIS E. SCHAEFER, JR., et al., Defendants, Civil Case No.
H-11-3130 (S.D. Tex.), District Judge Nancy F. Atlas in Houston
denied:

     -- Superior Offshore International, Inc.'s Motion to
        Preclude Certain Expert Testimony and Motion to Strike
        or Ignore Defendants' Omnibus Statement of Facts;

     -- Motions for Partial Summary Judgment on Affirmative
        Defense of Release filed by Defendants R. Joshua Koch,
        Louis E. Schaefer, Jr., and Roger D. Burks;

     -- Plaintiff's Motion for Summary Judgment on Its Claims
        for Self-Dealing and Diversion of Corporate Opportunity;

     -- Defendants' Motion for Summary Judgment on Elements of
        Causation and Damages,

     -- Defendants' Motion for Summary Judgment on the Business
        Judgment Rule; and

     -- Defendants' Burks and James J. Mermis's Motion for Summary
        Judgment on the Achiever Claims.

The District Court held that all material facts are in dispute.

Prior to filing bankruptcy in April 2008, Superior provided subsea
construction and commercial diving services to the oil and natural
gas exploration industries.  Mr. Schaefer founded Superior in 1986
and served as its CEO until August 2006.  The Defendants were
members of Superior's Board of Directors prior to an Initial
Public Offering on April 20, 2007, and Mr. Schaefer was Chairman
of the Board.

On April 24, 2008, Superior filed a voluntary Chapter 11
bankruptcy petition, and H. Malcolm Lovett, Jr. was appointed as
the Plan Agent.  In connection with Superior's bankruptcy case,
the Bankruptcy Court approved a Plan of Liquidation and First
Supplement, including the appointment of a Post Confirmation
Committee and a Post Confirmation Equity Subcommittee.  The PCES
was granted the right under the Plan to "review, prosecute and
settle all claims and Causes of Action against [Superior's] former
officers and directors for actions occurring prior to the Petition
Date. . . ."

The PCES filed the lawsuit in Superior's name as an adversary
proceeding in connection with Superior's bankruptcy.  The District
Court withdrew the reference to the Bankruptcy Court by Order
entered Aug. 25, 2011.  The Plaintiff alleges in its Amended
Complaint that the Defendants breached the duty of care they owed
Superior (Count One), breached the duty of loyalty and good faith
(Count Two), and engaged in self dealing, waste of corporate
assets and diversion of corporate opportunity (Count Three).

The Plaintiff alleges that the Defendants breached their duties of
care, loyalty and good faith to Superior, and engaged in self
dealing, by approving a $28 million special dividend to Mr.
Schaefer and giving Mr. Schaefer the full benefit of an increased
IPO including an additional 1.725 million shares, thus leaving
Superior grossly undercapitalized because it received only $17.9
million from the IPO instead of the full $45 million that Superior
needed to continue operating its business.  The Plaintiff alleges
also that the Defendants breached their duty of care, loyalty and
good faith to Superior by seeking approval of an increase in
Superior's revolving credit facility with JPMorgan from $20
million to $30 million, and entering into senior secured term
loans with Fortis Capital Corp. without making full disclosure of
the company's gross undercapitalization, projected revenue
shortfalls, and the dramatic decline in utilization of Superior's
vessels.  The Plaintiff alleges further that Defendants Mermis and
Burks breached their duty of care, loyalty and good faith to
Superior by failing to disclose and pursue other, more lucrative
offers, for the vessel Superior Achiever that Superior was
attempting to sell.

After the completion of discovery, the Plaintiff and the
Defendants filed the pending motions.

A copy of the Court's Dec. 11, 2012 Memorandum and Order is
available at http://is.gd/iVpP88from Leagle.com.

                      About Superior Offshore

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provided subsea construction and commercial diving services to the
offshore oil and gas industry.  Superior Offshore sought Chapter
11 protection (Bankr. S.D. Tex. Case No. 08-32590) on April 24,
2008.  The Debtor disclosed total assets of $67,587,927 and total
liabilities of $54,359,884 in its Schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represented the Debtor as counsel.  H. Malcolm Lovett, Jr. was
appointed as Plan Agent.

The U.S. Trustee for Region 7 appointed five creditors to serve on
an Official Committee of Unsecured Creditors.  Douglas S. Draper,
Esq., at Heller Draper Hayden Patrick & Horn LLC, and Michael D.
Rubenstein, Esq., at Liskow Lewis, represented the Committee as
counsel.  The company's chapter 11 plan of liquidation took effect
in February 2009 and the United States Court of Appeals blessed
the plan in December 2009.


TAMINCO ACQUISITION: Moody's Rates PIK Toogle Notes '(P)Caa2'
-------------------------------------------------------------
Moody's Investors Service has assigned provisional (P) Caa2 / LGD
6 (99) ratings to USD250 million senior unsecured unguaranteed PIK
toggle notes issued by Taminco Acquisition Corporation.

Following the transaction, Moody's also re-assigned the (P) B2
corporate family ratings of the group to Taminco Acquisition
Corporation from Taminco Global Chemicals Corporation, the
indirect subsidiary of Taminco Acquisition Corporation and the
issuer of the existing senior secured debt. There is no changes to
the ratings of the existing 1st and 2d priority loans and notes of
Taminco Global Chemicals Corporation. The outlook on all ratings
remains negative.

Rating Rationale

The (P) Caa2/LDG 6 (99) ratings assigned to $250 million 2017 PIK
Toggle notes reflect the subordinated position of the new
instrument relative to the existing senior secured facilities and
notes issued by Taminco Global Chemicals Corporation, as well as
unsecured trade obligations of the operating companies. The PIK
Toggle notes will be unsecured and will not be guaranteed.

The (P) B2 corporate family rating was reassigned to Taminco
Acquisition Corporation, the top holding company of the group,
given the expectation that going forward the group will produce
its consolidated financial statements at this level. Moody's
maintains provisional ratings pending the delivery of the first US
GAAP audited accounts of Taminco Acquisition Corporation,
including the necessary information disclosure to reconcile the
financial position of the senior secured restricted group behind
Taminco Global Chemicals Corporation. Taminco Acquisition
Corporation does not guarantee senior secured loans and notes of
Taminco Global Chemicals Corporation.

The ratings referred in this press release are as follows:

Taminco Acquisition Corporation

Corporate Family Ratings - (P)B2/ Probability of Default (P)B2;

PIK Toggle Notes - (P)Caa2/LGD6 (99);

Taminco Global Chemicals Corporation

1st priority senior secured g-teed term loans - (P)B1/LGD3 (32);

2nd priority senior secured g-teed notes - (P)Caa1/LGD5 (77).

The principal methodology used in rating Taminco Acquisition
Corporation and Taminco Global Chemicals Corporation 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.

Taminco is one of the leading producers of alkylamines and
alkylamine derivatives, that are used in various end markets in
agriculture, water treatment, personal care, nutrition and several
industrial applications. Taminco operates in 19 countries, and has
seven production facilities with installed capacity of 1,302kt as
of Dec. 17. Its largest facility is in Gent, Belgium. For 9 months
2012, Taminco Acquisition Corporation reported USD713 million in
revenues and USD98 million in EBIT. At the end of September 2012,
Taminco Acquisition Corporation reported USD1,868 million in total
assets (including USD497 million in goodwill).


TELESAT CANADA: Moody's Corrects October 24 Rating Release
----------------------------------------------------------
Moody's Investors Service issued a correction to the October 24,
2012 rating release of Telesat Canada.

Moody's rated Telesat's proposed US$200 million senior unsecured
notes issue B3 and upgraded the company's speculative grade
liquidity rating to SGL-2 (good) from SGL-3 (adequate). The
company's corporate family rating (CFR) and probability of default
rating (PDR) were affirmed at B1, its senior secured bank credit
facility affirmed at Ba3, senior unsecured notes affirmed at B3,
and its senior subordinated notes affirmed at B3. Telesat's
ratings outlook remains at stable.

Since proceeds from the $200 million 6% senior unsecured add-on
notes due 2017 will refinance debts of approximately the same
amount, the transaction is credit-neutral and Telesat's B1 CFR and
PDR remain unchanged. While the transaction changes the
stratification of Telesat's debts, instrument ratings are
unaffected and the new notes are rated at the same B3 level as the
existing senior unsecured reference notes.

The refinance transaction is the company's second shareholder-
friendly transaction within six months and is credit-negative for
holders of Telesat's senior subordinated notes. While the senior
subordinated notes' rating remains unchanged at B3, Telesat is
replacing junior-ranking shareholder-provided capital with senior
unsecured notes, and the senior subordinated notes become
Telesat's most junior-ranking debt, providing loss absorption
capacity for the benefit of the senior unsecured and senior
secured pools.

While the refinance transaction does not materially alter
Telesat's liquidity profile, Moody's expects the company to be
cash flow-positive over the next year now that Nimiq 6 has been
launched and only Anik G1 remains in the forward-looking capital
expenditure calendar, Telesat's liquidity rating was upgraded to
SGL-2 (good).

The following outlines the rating action and summarizes Telesat's
current ratings:

Issuer: Telesat Canada

Rating Assignments:

Senior Unsecured Regular Bond/Debenture: Assigned B3 (LGD5, 84%)

Rating and Outlook Actions:

Corporate Family Rating: Affirmed at B1

Probability of Default Rating: Affirmed at B1

Speculative Grade Liquidity Rating: Upgraded to SGL-2

Outlook: Unchanged at Stable

Senior Unsecured Regular Bond/Debenture: Affirmed at B3 with the
loss given default assessment revised to (LGD5, 84%) from (LGD5,
83%)

Senior Subordinated Bond/Debenture: Affirmed at B3 with the loss
given default assessment revised to (LGD6, 95%) from (LGD6, 93%)

RATINGS RATIONALE

Telesat's B1 ratings stem from a moderately aggressive debt load,
a solid business profile, risks of additional shareholder friendly
transactions and uncertainties stemming from mid-term refinance
activities. Financial leverage is somewhat elevated as a
consequence of a debt-financed ownership change, significant
capital expenditures, and a $700 million special dividend (LTM
June 30, 2012 Debt-to-EBITDA was 6.4x, incorporating Moody's
standard adjustments). However, the company's strong business
profile, featuring a stable contract-based revenue stream with a
seven-year equivalent revenue backlog of $5.4 billion that is
booked with well-regarded customers supports the rating. Moody's
thinks there is the potential of additional periodic cash
distributions to shareholders as they look for investment returns
in advance of a permanent ownership structure developing. In
addition, since the company's credit facilities contain springing
maturity dates in the event that junior ranking capital is not
refinanced prior to its stated maturities, the structure amplifies
the impact of mid-term refinance risks.

Rating Outlook

Given expectations of leverage declining over the next two years
back into the mid 5x range the outlook is stable.

What Could Change the Rating - Up

Presuming solid industry fundamentals, good execution and solid
liquidity, Telesat's rating could be upgraded if Moody's expected
Debt/EBITDA to be less than 5.0x with Free Cash Flow to Debt in
excess of 7.5% (in both cases, on a sustained basis and
incorporating Moody's standard adjustments). Since the existing
private equity ownership constrains the rating, a prerequisite to
an upgrade would also likely involve a stable ownership structure.

What Could Change the Rating - Down

Telesat's rating could be downgraded if Moody's expected
Debt/EBITDA to be greater than 6.0x with Free Cash Flow to Debt
less than 2.5% (in both cases, on a sustained basis and
incorporating Moody's standard adjustments). Poor industry
fundamentals, execution or deteriorating liquidity could also
cause adverse ratings actions.

Company Profile

Headquartered in Ottawa, Ontario, Canada, Telesat Canada (Telesat)
is the world's fourth largest provider of fixed satellite services
(FSS). The company's thirteen geosynchronous in-orbit satellites
are concentrated in the Americas. Telesat has interests in an
additional satellites that is expected to be launched early in
2013. It also has interests in the Canadian payload on Viasat-1
(launched in December of 2011), and manages operations of
additional satellites for third parties.

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


TOKLAN OIL: Confirms Plan, Auction Doubled Price
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Toklan Oil & Gas Corp. prevailed on the U.S.
Bankruptcy Judge in Tulsa, Oklahoma, to sign a confirmation order
on Dec. 13 approving the Chapter 11 plan.  The plan was estimated
to pay 23% of unsecured creditors' $29.5 million in claims.

The report relates that at auction in November, the opening bid of
less than $6.1 million increased to $13.1 million when Rampart
Holdings Inc. was declared the winner.  The sale was sufficient
for full payment of the $3.9 million secured claim owing to Bank
of Oklahoma.  There is a $2.4 million tax claim that must be paid
in full as a result of assets sold before the Chapter 11 filing.

According to the report, the disclosure statement contains an
estimate that $6.78 million would remain for distribution to
unsecured creditors.

                         About Toklan Oil

Toklan Oil & Gas, an oil and gas producer, was started as Duncan
Corp. in October 1960 and also was named Cobb Oil and Gas Co.  The
Cobb family owns the company, which employs 10 people and
generated $7.7 million in revenue last year from its wells and
properties, which are mainly in Oklahoma and Texas.

Toklan Oil filed a Chapter 11 petition (Bankr. N.D. Okla. Case No.
12-11916) on July 13, 2012, in Tulsa, Oklahoma.  The formal list
of assets and debt shows property with a value of $6.1 million and
liabilities totaling $30.8 million, including $3.8 million in
secured debt.


TRIDENT MICROSYSTEMS: Stockholders May Get 28 Cents Under Plan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trident Microsystems Inc. procured signature of a
Delaware bankruptcy judge on a Dec. 13 confirmation order
approving the Chapter 11 plan.

According to the report, the creditors' and shareholders'
committees both supported the plan by virtue of a settlement.  All
voting classes were in favor of the plan.  After filing for
Chapter 11 protection in January, Trident sold the businesses and
generated $90 million, leaving $71 million at the end of June,
according to the disclosure statement.

Before a settlement, the largest impediment to distribution was
disagreement over Trident's $73.2 million claim against affiliate
Trident Microsystems (Far East) Ltd., now represented by
liquidators appointed by a court in the Cayman Islands.

The settlement, the report relates, gave the liquidators up to
$14.9 million cash, allowing a 55% to 81% recovery for unsecured
creditors with $96.4 million in claims.  Other unsecured creditors
with claims against TMFE are slated for a 90% recovery on claims
of $16.6 million.  Unsecured creditors with claims of about $3
million against Trident will be paid in full.  As a result,
stockholders are to have a distribution that could be as much as
28 cents a share.

The report notes that announcement of the settlement caused a 35%
decline in Trident' stock, which had been trading above 36 cents.
The stock traded for 25.6 cents a share on Dec. 14 in the over the
counter market.

                     About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & LeBoeuf initially represented the statutory committee of
equity security holders.  After Dewey's own bankruptcy filing,
Proskauer Rose LLP took over as lead counsel.  The equity
committee also has tapped Campbells as Cayman Islands counsel, and
Quinn Emanuel Urquhart & Sullivan, LLP as conflicts counsel.

As of Sept. 30, 2012, the Debtor had total assets of
$274.34 million, total liabilities of $37.34 million and total
stockholders' equity of $237 million.


TRINET HR: S&P Assigns 'B' CCR on Strategic Outsourcing Deal
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to San Leandro, Calif.-based TriNet HR Corp. The
outlook is stable.

"We also assigned our 'B+' issue-level rating to the company's
$350 million five- to six-year senior secured debt. The facility
consists of a $50 million five-year revolving credit facility,
$150 million five-year term loan A, and $150 million six-year term
loan B. The recovery rating on this debt is '2', indicating our
expectation for substantial (70% to 90%) recovery in the event
of a payment default," S&P said.

"Our ratings on TriNet reflect the company's increased leveraged
capital structure, its ownership by a financial sponsor, and
historic strategy of growing via acquisitions," said Standard &
Poor's credit analyst Jacqueline Hui. "The ratings also reflect
the company's narrow product focus in the highly competitive and
fragmented outsourced human resource services industry, and its
limited geographic diversity."

"Standard & Poor's estimates TriNet's pro forma adjusted debt-to-
EBITDA leverage increases to about 3.3x after the transaction,
from about 1.6x at Sept. 30, 2012. We estimate adjusted leverage
and the ratio of funds from operations (FFO) to total adjusted
debt will be near 3x and 25% over the next year. Over the same
period, we project interest coverage to be over 6x. As such, we
believe credit metrics are strong for the indicative financial
ratios for the 'aggressive' descriptor, which includes adjusted
leverage of 4x-5x and FFO to total debt of 12%-20%, but we believe
there could be potential volatility in credit metrics in the event
of deteriorating operating results given the company's small size.
In addition, the SOI acquisition is relatively large and the
company could incur difficulties integrating it. We also factor
the company's highly acquisitive nature and financial sponsor
ownership into our assessment of the company's financial policy.
(The company is privately held and does not publically disclose
its financials)," S&P said.

"The stable outlook reflects our view that TriNet should be able
to maintain credit measures near current pro forma levels over the
next year, despite still-soft economic conditions and high
unemployment. We believe the company's recurring revenue base will
partially offset the weak macroeconomic conditions in the U.S. and
that it will be successful integrating the SOI acquisition," said
Ms. Hui. "At the same time, we expect liquidity to remain adequate
and sufficient covenant cushion of about 20%."

"We could consider an upgrade if the company is able to
successfully integrate SOI, further grow its business, and sustain
leverage at about 3x. We estimate this could occur if EBITDA
increased 8% (assuming pro forma debt levels remained constant),"
S&P said.

"Alternatively, we would consider a downgrade if the economy and
unemployment further weakens, leading to a decline in the
company's operating performance and profitability, such that
leverage increases above 5x and/or liquidity becomes constrained
and covenant cushion falls below 10%. We estimate leverage could
increase to above 5x if EBITDA declined by 35% (assuming pro forma
debt levels remained constant)," S&P said.


UNITED SURGICAL: Moody's Affirms 'B2' CFR; Rates Add-On Loan 'B1'
-----------------------------------------------------------------
Moody's Investors Service affirmed United Surgical Partners
International, Inc. ("USPI") B2 Corporate Family and Probability
of Default Ratings. Concurrently, Moody's assigned a B1 rating to
USPI's $150 million term loan B add-on. Moody's also affirmed
USPI's senior secured credit facilities ratings at B1 and senior
unsecured notes rating at Caa1.

The proceeds will be used to refinance the company's outstanding
revolver balance of about $50 million, pre-fund pending
acquisitions of $26 million, pay a special dividend to
shareholders of $70 million and cover transaction and financing
expenses.

Following is a summary of Moody's rating actions.

United Surgical Partners International, Inc.

Ratings assigned:

$150 million first lien term loan B due 2019 at B1 (LGD 3, 34%)

Ratings affirmed and changed from provisional to definitive:

Corporate Family Rating at B2

Probability of Default Rating at B2

Senior secured revolving credit facility due 2017 at B1 (LGD 3,
34%) from (P)B1 (LGD 3, 34%)

Senior secured term loan B due 2014 and 2019 at B1 (LGD 3, 34%)
from (P)B1 (LGD 3, 34%)

Senior unsecured notes due 2020 at Caa1 (LGD 5, 87%) (P)Caa1
(LGD 5, 87%)

Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale

USPI's B2 Corporate Family Rating reflects its considerable
financial leverage, shareholder friendly financial policy and
ongoing challenges associated with the economy and high
unemployment, which has resulted in fewer ASC visits. While
Moody's believes that over the long term demand for ASCs will
grow, reimbursement rates may ultimately moderate. Also, with the
divestiture of its U.K. operations in April of 2012, USPI's
revenue contracted by about 18%, which had previously helped
contribute to diversifying its revenue stream geographically. The
rating also reflects Moody's expectation that the company will
continue to prioritize acquisitions in lieu of deleveraging and
maintain a shareholder oriented financial policy as demonstrated
by two separate debt-financed dividends total $385 million in
2012.

Alternatively, the ratings are supported by the company's ability
to generate good free cash flow, the relatively stable near-term
reimbursement environment and the longer term favorable prospects
for the ASC industry. The ratings are also supported by the
company's leading position in a fragmented and growing -- but also
competitive -- healthcare segment.

The stable outlook reflects Moody's expectation that the company
should continue to see positive operating results characterized by
strong margins and steady cash flow. However, Moody's believes
that cash flow will likely be used for additional growth, instead
of debt repayment, although, Moody's expects the company will
delever to about 6.5 times by the end of fiscal 2013, primarily by
EBITDA growth. The outlook also reflects Moody's expectation that
volume growth may continue to be soft in the near-term but that
increases in revenue per case and the contribution from newly
developed facilities should continue to contribute to overall
revenue growth.

Although, not likely in the near-term, an upgrade is possible
should the company reduce and sustain adjusted leverage below 5.5
times and shift its financial policy to one of a more creditor
friendly orientation. Additionally, Moody's would expect to see a
continuation of strong cash flow metrics with free cash flow
coverage to debt of 5%.

The ratings could be downgraded if the company increases leverage
on a sustained basis above 7 times, either for acquisitions or
shareholder initiatives or if free cash flow to debt were to
become negative.

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

United Surgical Partners International, Inc. (USPI), headquartered
in Dallas, TX, owns and operates ambulatory surgery centers (ASCs)
and surgical hospitals in the United States and Europe. At
September 30, 2012, the company operated 203 short-stay surgical
facilities. Of the 203 facilities, USPI consolidates the results
of 59 facilities and accounts for 144 facilities under the equity
method of accounting. The majority of the company's US facilities
are jointly owned with local physicians and not-for-profit
healthcare systems.


UNITED SURGICAL: S&P Rates New $150MM Secured Loan 'B'
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Addison, Texas-based United Surgical Partners
International Inc. The outlook is stable.

"We also affirmed our 'B' issue-level rating and '3' recovery
rating on the company's existing senior secured term loans due
2014, 2017, and 2019. We also affirmed our 'CCC+' issue-level
rating and '6' recovery rating on the company's $440 million
senior unsecured notes," S&P said.

"At the same time, the company's proposed $150 million senior
secured add-on term loan B due 2019 is rated 'B', with a recovery
rating of '3', indicating our expectation for meaningful (50% to
70%) recovery for lenders in the event of payment default," S&P
said.

"The ratings on United Surgical Partners reflect its highly
leveraged financial risk profile, highlighted by debt leverage of
9.1x (including our adjustment for preferred stock as of Sept. 30,
2012. We see the transaction increasing adjusted debt leverage
only minimally to 9.2x, pro forma for completed acquisitions. Our
view of the company's weak business risk profile is underpinned by
its operating focus as an owner and operator of ambulatory surgery
centers. Its expansion strategy particularly focuses on its
unconsolidated portfolio (currently 145 of its 209 facilities)
through joint venture partnerships with physicians and large
hospital systems (143 facilities), as it seeks to strengthen its
relationship with these important patient referral sources. At the
same time, it will increase its exposure to currently unforeseen
regulatory challenges to this business model and the risks
associated with having a noncontrolling equity stake in many of
its facilities," S&P said.


VITRO SAB: Court of Appeals Lets Bondholders Collect
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB sustained another defeat on Dec. 14 when
the U.S. Court of Appeals in New Orleans terminated an injunction
by allowing bondholders to begin collecting judgments on
$1.2 billion in defaulted bonds.

According to the report, the appeals court acted quickly, before
Vitro even had a chance to respond to a request by bondholders.
The Dec. 14 ruling was Vitro's third major defeat in less than a
month, and potentially the most disruptive for Vitro's business.

Following oral argument in October, a three-judge panel from the
U.S. Appeals Court in New Orleans wrote a 60-page opinion at the
end of November concluding that Vitro was properly barred from
enforcing a bankruptcy reorganization plan in the U.S.  The plan
had been approved by a court in Mexico early this year.  While the
appeal was pending, the circuit court barred creditors from taking
action to collect judgments against Vitro subsidiaries obtained in
state court on account of guarantees on the bonds.

The report relates that Vitro filed papers on Dec. 12 asking all
active judges on the appeals court to rehear the case and enforce
the Mexican plan in the U.S.  On Dec. 14 bondholders filed papers
asking the appeals court to dissolve a stay pending appeal and
allow them to attempt collecting judgments they obtained in New
York State court finding Vitro subsidiaries liable on their
guarantees of the bonds.  Although the Vitro parent was in
bankruptcy in Mexico, the subsidiaries weren't in bankruptcy in
Mexico or anywhere else.  The same day, Dec. 14, the appeals court
handed down an order saying the bondholders are free to proceed
with collection actions.

According to the report, by Dec. 16, Vitro had filed papers asking
the appeals court to reinstate the bar prohibiting enforcement of
the judgments.  The company argues that allowing bondholders to
collect judgments will "have devastating and irreparable
consequences."  In response to permission from the federal appeals
court for bondholders to attempt collecting judgments, Vitro
issued a statement saying the company finds itself in a "unique
situation since it has two conflicting orders" from courts in two
countries. Vitro refers to how Mexican courts are enforcing the
reorganization plan reducing subsidiaries' debt while courts in
the U.S. aren't.

Vitro also said it has "started the process to recover damages"
from bondholders who attempted to put the parent company and 17
subsidiaries into involuntary bankruptcy.  The involuntary
bankruptcies in Mexico were dismissed on appeal, giving the
company the right to seek damages, Vitro said.  Damage award
against bondholders could be as much as $1.59 billion,
Vitro said.

The appeals court, upholding a ruling by the bankruptcy court in
Dallas, concluded that Vitro's Mexican reorganization plan
shouldn't be enforced in the U.S. because it reduced the liability
of subsidiaries on the bonds, although the subsidiaries weren't in
bankruptcy in any country.

The appeal in the circuit court is Vitro SAB de CV v. Ad Hoc Group
of Vitro Noteholders (In re Vitro SAB de CV), 12-10689, 5th U.S.
Circuit Court of Appeals (New Orleans). The suit in bankruptcy
court where the judge decided not to enforce the Mexican
reorganization in the U.S. is Vitro SAB de CV v. ACP
Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S. Bankruptcy
Court, Northern District of Texas (Dallas). The bondholders
previous appeal previous appeal in the circuit court is Ad Hoc
Group of Vitro Noteholders v. Vitro SAB de CV (In re Vitro SAB
de CV), 11-11239, 5th U.S. Circuit Court of Appeals (New
Orleans).  The bondholders' appeal of the Chapter 15 recognition
in district court is Ad Hoc Group of Vitro Noteholders v. Vitro
SAB de CV (In re Vitro SAB de CV), 11-02888, U.S. District
Court, Northern District of Texas (Dallas).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November, the U.S. Court of Appeals Judge Carolyn King ruled
that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.


VITRO SAB: Initiates Settlement Trial Against Dissident Funds
-------------------------------------------------------------
Vitro S.A.B. de C.V. said Monday it has started the process to
recover damages caused by the lawsuits filed by the dissident
funds to put Vitro and 17 subsidiaries into involuntary bankruptcy
in Mexico, which were dismissed on appeal.  Under the applicable
legal framework in Nuevo Leon, Mexico, the amount claimed could
reach US$1.59 billion, which corresponds to 20% of the total
amount claimed at the time by the so-called vulture funds from
each of the companies in those proceedings.

According to Vitro, it should be noted that under the approved
restructuring plan, the new bonds issued and payments made by
Vitro to bondholders who opposed the restructuring were placed in
a trust which stipulates that Vitro may collect from this trust
the amounts that these creditors are liable for due to these
actions.  The funds that are exposed to these damages are Moneda,
Brookville Horizons Fund, Davidson Kempner Distressed
Opportunities Fund and Knighthead Master Fund.

The Company has sought information from these funds to determine
whether they have agreements to share the costs of actions certain
funds took on behalf of the whole group. "If they do have such
agreements, we will pursue such recoveries from all relevant
parties, including Aurelius and Elliott," said Claudio del Valle,
Chief Restructuring Officer of Vitro.

Vitro also said the Court of Appeals of the United States Fifth
Circuit in New Orleans lifted the Temporary Restraining Orders
that prevented the collection actions against Vitro and its
subsidiaries by the dissident funds.  In view of this decision the
Company could be facing a unique situation, since it has two
conflicting orders and therefore two markedly different
obligations in both countries.  The debt that could form the basis
for the dissident funds' collection actions in the United States
has been restructured and replaced with new debt in Mexico.
Consequently the Company is evaluating the financial implications
of this particular situation.

Vitro, S.A.B. de C.V. (BMV: VITROA) -- http://www.vitro.com/-- is
a glass manufacturer in Mexico and one of the world's major glass
companies, backed by more than 100 years of experience in the
industry.  Founded in 1909 in Monterrey, Mexico, the company
currently has subsidiaries in the Americas, which offer quality
products and reliable services to meet the needs of two different
types of business: glass containers and flat glass.


ZIONS BANCORP: Moody's Hikes Subordinated Debt Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of Zions
Bancorporation and its subsidiaries. Zions Bancorporation was
upgraded to Ba2 from B1 for subordinated debt. Its lead bank,
Zions First National Bank, was upgraded to Baa3 from Ba1 for long-
term deposits and to Prime-3 from Not-Prime for short-term
deposits. The standalone bank financial strength rating was
affirmed at D+, but its baseline credit assessment was raised to
baa3 from ba1. The holding company's short-term rating was
affirmed at Not-Prime. Following the upgrade, the rating outlook
is stable.

This concludes the review for upgrade that began on October 3,
2012.

RATINGS RATIONALE

The upgrades were the result of Zions' improved balance sheet and
Moody's view that the firm's commercial real estate (CRE)
concentration will not return to the much higher levels it carried
prior to the financial crisis. Nonetheless, although Zions' CRE
concentration is reduced Moody's expects it to remain elevated,
constraining further rating upgrades.

Moody's noted that Zions' balance sheet has strengthened with its
improved asset quality and capital metrics and continued good
liquidity. Nonperforming assets (NPAs including nonaccruals, 90+
days past due, OREO, and accruing troubled debt restructurings)
were $1.3 billion, or 23% of tangible common equity (TCE) and
reserves at September 30, 2012. This is less than half of the peak
amount reached in late 2009. Zions' TCE as a percentage of risk-
weighted assets of 11.4% at September 30, 2012 is considerably
higher because of capital issuance. Additionally, Zions has ample
core deposit funding and limited extension risk in its investment
portfolio, which will be a benefit when interest rates rise.

In addition to CRE, Moody's added that Zions still maintains a
sizeable concentration risk through its investment in trust
preferred CDOs, which is highly correlated with the performance of
CRE. The risk of managing these investments was highlighted by the
higher impairment charge to be taken in the fourth quarter of
2012, which was the result of changes in valuation assumptions
prompted by bank regulators.

Despite the upgrade, Moody's views Zions' business mix as narrow
because of its CRE focus and reliance on net interest income. With
sluggish loan demand and intense competition, diversification away
from CRE is expected to be difficult. Similarly, building
sustainable fee generating businesses is likely to be a long-term
effort.

The last rating action on Zions was on October 3, 2012 when the
ratings were placed on review for upgrade.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

Zions Bancorporation headquartered in Salt Lake City, Utah
reported total assets of $53.1 billion as of September 30, 2012.


ZUP HOLDINGS: Condo Owner Files Chapter 11 to Halt Foreclosure
--------------------------------------------------------------
Z.U.P. Holdings LLC and affiliates, owners of 58 condominium units
in Union City, New Jersey, filed Chapter 11 petitions (Bankr.
D.N.J. Lead Case No. 12-38923) on Dec. 12 in Trenton, New Jersey,
to halt foreclosure on 41 units.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the companies filed a proposed reorganization plan
along with the petitions.  The disclosure statement explains how
the units would be sold, with 90% of proceeds paid to first-lien
creditor Thread Union City LLC until the debt is paid.  Second-
lien debt and unsecured claims would be paid in order after the
senior lender.

The report relates that the first-lien debt is stated in the
disclosure statement to be $9.9 million.  An appraisal in 2011
gave the units a combined value of $16.9 million if sold one-by-
one, according to the disclosure statement.

Leonard C. Walczyk, Esq., and Steven Z. Jurista, Esq., at
Wasserman, Jurista & Stolz, in Millburn, New Jersey, serve as
counsel.


* Stern Objection Turns Up in Mortgage Validity Suit
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a case from Vermont last week shows how Stern v.
Marshall can raise its ugly head unexpectedly.

The report recounts that a couple in Chapter 13 contended that the
bank didn't have a valid mortgage because it was signed by only
one spouse.  Under Vermont law, conveyance of an interest in a
homestead can be accomplished only if both spouses sign.  The
couple were concerned they didn't have standing to attack the
mortgage directly by seeking to avoid the lien as improperly
perfected.  They therefore filed a complaint asking the bankruptcy
judge to decide purely under Vermont law whether the mortgage was
valid.  The bankruptcy judge agreed with the debtors and found the
mortgage invalid.

According to the report, on appeal, U.S. District Judge Christina
Reiss raised the Stern question herself and cited the Waldman
decision in October from the U.S. Court of Appeals in Cincinnati
where the court held that Stern objections can't be waived.  She
evidently was unaware in her Dec. 13 opinion that the Court of
Appeals in San Francisco ruled contrary to Waldman on Dec. 4 by
holding that Stern claims are waivable.  Judge Reiss ruled that
the bankruptcy judge was without power to make a final ruling
because the lower court was "simply acting as a court of general
jurisdiction" making a pure state-law decision "untethered to any
proceeding recognized by the Bankruptcy Code.

The report notes that Judge Reiss was unable simply to take the
bankruptcy court decision as a recommended ruling because the
lower court hadn't considered the equities in deciding on the
validity of the mortgage.  She therefore remanded to the
bankruptcy court with instructions to consider equities.

The case is GMAC Mortgage LLC v. Orcutt, 12-96, U.S. District
Court, District of Vermont.


* Ability to Pay Debts Considered Under Totality Test
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Atlanta is apparently
the first circuit court to rule that the ability to pay debts is
something to consider under the "totality of the circumstances"
test under Section 707(b)(3)(B) of the Bankruptcy Code.

According to the report, the case involved a couple who satisfied
the "means test" for filing in Chapter 7 under Section 707(b)(2).
The bankruptcy court found they didn't pass the "totality" test
and therefore dismissed the petition.  The bankrupts elected to
retain "certain luxury items," include a camper, boat, trailer and
tractor, the court said.  They continued paying the lenders on
what the court called "recreational" items.  Were there no
"reluctance to change their lifestyle" and give up the items, the
bankrupts could have made a "meaningful distribution" to
creditors, the court said.

The report relates that the opinion by Circuit Judge Ronald Lee
Gilman upheld dismissal, concluding that the retention of luxury
items was a legitimate fact for consideration under the "totality"
test.  Judge Gilman said that factors considered under Section
707(b)(2) are not by implication precluded from analysis under
Section 707(b)(3).  Among the several lower courts to consider the
issue, Judge Gilman said there was only one excluding the ability
to pay debt from the Section 707(b)(3) test.

The case is Witcher v. Early (In re Witcher), 11-15883, U.S. 11th
Circuit Court of Appeals (Atlanta).


* Chapter 13 Dismissed on Bad Faith Over Attorney Fees
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual unable to pay attorney's fees up front
for a Chapter 7 filing was barred from Chapter 13 because his plan
wasn't filed in good faith, according to a federal district judge
in Birmingham, Alabama.

According to the report, the bankrupt conceded he filed in Chapter
13 because he was unable to pay the entire Chapter 7 attorney's
fee up front.  All his assets were protected by exemptions.  There
were neither secured nor priority claims.  The bankrupt filed a
three-year Chapter 13 plan where only attorney's fees, filing
fees, and trustee commissions would be paid in the first 16
months.  Thereafter, unsecured creditors would recover 16%.

The report relates that the bankruptcy judge dismissed the Chapter
13 case for not being filed in good faith, on account of the
debtor's "inability or unwillingness to prepay his attorney fees
in one lump sum."

U.S. District Judge R. David Proctor, the report relates, upheld
dismissal, saying the lower court's findings of bad faith were not
clearly erroneous.

The case is Brown v. Gore (In re Brown), 12-02202, U.S. District
Court, Northern District Alabama (Birmingham).


* Moody's Says Fiscal Cliff to Hit Auto, Gaming & Lodging Sectors
-----------------------------------------------------------------
If the White House and Congress do not come to an agreement in the
next two weeks, the tax increases and expenditure cuts mandated by
the "fiscal cliff" agreement will undercut US economic growth in
2013, Moody's Investors Service says in a new report.

In the report, Moody's makes no predictions about whether the
White House and Congress will end the political impasse before the
deadline. If left intact, however, the mandated tax increases and
spending cuts would reverse the modest growth trend the ratings
agency has predicted for 2013. And an uncertain business
environment risks tipping the nation back into recession, Moody's
says.

While the effect of higher taxes and government spending cuts is
difficult to forecast, certain US industries would bear the brunt
of the risk. The Automobile, Gaming, and Lodging and Cruise
sectors could suffer if consumers pull back their spending, while
the already struggling newspaper industry would come under
increased pressure, Moody's says in "Fiscal Cliff Poses Biggest
Risks to Auto, Newspaper, Gaming and Lodging Sectors." Paper
producers would also come under far more stress.

A contraction in the US economy would also lead oil prices to drop
below Moody's current assumptions for 2013, though oil prices
would still probably remain strong by historical standards. The
effect on upstream segments of the oil and gas industry would
depend on how quickly companies adjust their cost structures,
while the Refining and Marketing sector could face additional
margin pressure amid an ebb in demand from the US and China.

Some sectors would avoid the worst effects of the fiscal cliff,
despite ostensible risks, Moody's says. Airline companies can cut
capacity if bookings moderate, while the Building Materials sector
has at least a low level of guaranteed government spending in
place through the end of 2014.

And the rating agency assumes that the Aerospace and Defense, For-
Profit Hospitals and Medical Products and Device sectors, which
all at least partly depend on government spending, will see sharp
cuts in that spending regardless of the outcome of negotiations in
Washington.


* Maranon Capital Moves to New Chicago Headquarters
---------------------------------------------------
Maranon Capital L.P. effective Dec. 14 moved its headquarters to
225 West Washington Street, Suite 200, in Chicago, Illinois.  The
firm's phone numbers, fax numbers and email addresses remain the
same.

The firm also has offices in Birmingham, Michigan and South Bend,
Indiana.

Maranon Capital, L.P. -- http://www.maranoncapital.com/--
provides senior financing, mezzanine debt and equity co-
investments for private equity-backed and non-sponsored middle
market transactions.  Maranon has the flexibility to structure an
integrated financing solution or provide stand-alone senior or
mezzanine debt.  Maranon is currently managing over $550 million
of committed capital.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:  1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:  1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:  1-703-739-0800; http://www.abiworld.org/

Nov. 25, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:  240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:  1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


                            *********


Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***