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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 14, 2012, Vol. 16, No. 347

                            Headlines

A123 SYSTEMS: Sale to Wanxiang Still Subject to Govt. Approval
ABITIBIBOWATER INC: Canadian High Court Lets Escape Cleanup Order
ACCESS MIDSTREAM: Moody's Rates New $1.4BB Senior Notes Due 2023
ACCESS MIDSTREAM: S&P Revises Outlook on 'BB-' CCR on Acquisition
AMERICAN AIRLINES: Pilots Prefer USAir Merger, Spokesman Says

AMERICAN AIRLINES: CEO Meets With Pilots' Union Leaders
AMERICAN INT'L GROUP: U.S. to Sell Rest of Stock, Ending Rescue
AMERICAN SUZUKI: Wins Court OK for DIP Financing
AMPAL-AMERICAN: Files Bankruptcy-Exit Plan
ARCHDIOCESE OF MILWAUKEE: Creditors Panel Denied Standing to Sue

ARIZONA CHEMICAL: S&P Affirms 'BB-' Rating on Term Loan Due 2017
ASARCO LLC: 5th Cir. Strips Barclays of $975,000 Fee Enhancement
ASARCO LLC: U.S. Settles Nebraska Superfund Cleanup Dispute
ATP OIL & GAS: Creditors Balk at Equityholders' Bid for Examiner
AUTO CARE: Jan. 3 Hearing on Adequacy of Plan Disclosures

AUTOTRADER.COM INC: S&P Revises Outlook on 'BB+' CCR on to Stable
BAKERS FOOTWEAR: Disclosure Statement Hearing Set for Jan. 2
BENADA ALUMINUM: Wells Fargo/FTL Capital Financing Amended
BERLIAN LAJU: Indonesian Ship Owner Facing Involuntary Chapter 11
BERNARD L. MADOFF: SEC Sides With Customers on Interest Issue

BERNARD L. MADOFF: Trustee Suits vs. 40 Large Banks Survive
BERNARD L. MADOFF: Trustee Wants Picower Class Suits Killed
BIOMET INC: Add-On Term Loan No Impact on Moody's 'B2' CFR
BIOMET INC: S&P Keeps 'BB-' Term Loan Rating After $250MM Add-On
BROBECK PHLEGER: Paul Hastings Case Stays in Bankruptcy Court

CAPARRA HILLS: Fitch Affirms 'BB' Issuer Default Rating
CAREY LIMOUSINE: Chapter 11 to Remain in Delaware
CCO HOLDINGS: Moody's Assigns 'B1' Rating to Proposed Bonds
CCO HOLDINGS: Fitch Rates New $750MM Senior Unsecured Notes 'BB-'
CHARTER COMMUNICATIONS: S&P Gives 'BB-' Rating on $750MM Sr. Notes

CHEM RX CORP: Trustee Sues Ex-Execs. Who Profited From Faulty LBO
CLUB VENTURES: Claim of DavidBartonGym's Ex-CFO Pegged at $184,000
COLDWATER PORTFOLIO: Dec. 18 Hearing on Adequacy of Plan Outline
CONTINENTAL AIRLINES: Fitch Rates $425-Mil. Class C Certs 'BB-'
CONTINENTAL AIRLINES: S&P Gives Prelim 'B+' Rating on $425MM Certs

CTI FOODS: Moody's Affirms 'B2' Corp. Family Rating
CTI FOODS: S&P Keeps 'B' Rating on $235-Mil. Term Loan
DETROIT, MI: To Receive $10 Million, Review from State
DEWEY & LEBOEUF: To Implement Mutual Setoff of Debt With DMLP
DIGITAL DOMAIN: Court OKs Asset Sale to Galloping Horse

DREIER LLP: Trustee Reaches Deal With Owner of Founder's Apartment
DYNEGY POWER: S&P Raises Secured Term Loan Rating to 'BB-'
EAST COAST SANITATION: Hopewell et al. Have Valid Liens
EASTMAN KODAK: Met With Employees Thursday
EASTMAN KODAK: Bankruptcy Court Approves CVS Agreement

EASTMAN KODAK: Digital Camera Patent Valid, Kodak Tells Fed. Circ.
ECLIPSE AVIATION: Court Limits AE Liquidation Trustee's Discovery
ELPIDA MEMORY: ITC OKs Nanya's Bid to End DRAM Patent Case
EXTENDED STAY: US Bank Appeals Decision on $100-Mil. Guaranty
FASTBUCKS HOLDING: Files for Chapter 11 in Dallas

FELCOR LODGING: S&P Rates New $500MM Senior Secured Notes 'B-'
FIBERTOWER CORP: Seeks Salary $516,000 Increases for Workers
GAGE'S LONG CREEK: BBG Corp. Wins Right to Equity Resources Claim
GARLOCK SEALING: Gross OK'd as Asbestos Committee Kentucky Counsel
GFI GROUP: Moody's Reviews Ba2 Sr. Unsecured Rating for Downgrade

GLOBAL AVIATION: Wins Confirmation of Chapter 11 Plan
GUARANTY BANK: FDIC $900M MBS Suit Sent Back to State Court
HARBINGER GROUP: Fitch Rates $650-Mil. Senior Secured Security 'B'
HAWKER BEECHCRAFT: Korn/Ferry OK'd as Director Search Consultant
HAWKER BEECHCRAFT: Has Extended Loan, OK to Sell Private Jets

HAWKER BEECHCRAFT: Judge Reserves Ruling on Warranty Rejection Bid
HELIX ENERGY: Moody's Hikes Corp. Family Rating to 'B1'
HMX ACQUISITION: Files Schedules of Assets and Liabilities
HOMER CITY: Wins Confirmation of Prepackaged Plan
HOSTESS BRANDS: Pension Diversion Could Spell Big Trouble

HOSTESS BRANDS: Insurers Seek Arbitration for Collateral Request
HOWREY LLP: Committee Wants Atty. Disqualified in Ex-Partners Suit
INMET MINING: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
JEFFERSON COUNTY: Creditor Demands Probe of County's Book
K-V PHARMACEUTICAL: Lands Financing, Settlement; Plan Outlined

KARA HOMES: Lehman Unit Has $2.9MM Unsecured Deficiency Claim
KGB: Moody's Says First Lien Term Loan Repayment Credit Neutral
LAKEWOOD ENG'G: High Court Won't Review IP Deals' Validity
LCI HOLDING: Proposes March 5 Auction for Hospitals
LCI HOLDING: Proposes $25 Million of DIP Financing

LCI HOLDING: Employs Skadden Arps as Bankruptcy Counsel
LCI HOLDING: Proposes Huron's Stuart Walker as Interim CFO
LCI HOLDING: Engages KCC as Claims and Notice Agent
LE-NATURE'S INC: Judge Approves $30-Mil. Settlement
LEHMAN BROTHERS: Has $2.9MM Deficiency Claim Against Homebuilder

LIGHTSQUARED INC: LP Lenders' Standing Motion Adjourned to Jan. 9
MASCO CORP: Moody's Cuts CFR/PDR to 'Ba3'; Outlook Stable
METHANEX CORP: Moody's Rates $300MM Sr. Unsecured Notes 'Ba1'
MF GLOBAL: Former Trader Pleads Guilty in 2008 Debacle
MICROBILT CORP: Suit Against Chex Dismissed to Allow Arbitration

MILLENNIUM INORGANIC: S&P Affirms 'BB-' Corporate Credit Rating
MIRANT CORP: Castex Investors Want $305MM Oil Lease Suit Dismissed
MONITOR COMPANY: Committee Taps Mesirow as Financial Advisor
MONITOR COMPANY: Carl Marks Approved as Restructuring Advisor
MONITOR COMPANY: Epiq Bankruptcy OK'd as Administrative Advisor

MONITOR COMPANY: Pepper Hamilton Approved as Delaware Counsel
MONITOR COMPANY: U.S. Trustee Forms 3-Member Creditors Committee
MONITOR COMPANY: Creditors Committee Taps Cole Schotz as Counsel
MONITOR COMPANY: Committee Wants Mesirow as Financial Advisors
MSR RESORT: Files New Chapter 11 Plan, Disclosure Statement

MUNDY RANCH: Shareholder Fails to Block Sale of Lot
NEWPAGE CORP: Insurer Objects to Plan Over Asbestos Policies
NORTHAMPTON GENERATING: Seeks Eighth Exclusivity Extension
NORTHSTAR AEROSPACE: Wants to Hire PwC Canada as Expert Witness
NORTHSTAR AEROSPACE: Taps PricewaterhouseCoopers as Expert Witness

OCEAN BREEZE: Lenders Want Case Dismissal or Lift Stay
OMEGA HEALTHCARE: Fitch Assigns 'BB+' Subordinated Debt Rating
OPEN RANGE: Ch. 7 Trustee Defends Proposed Stimulus Deal
OVERSEAS SHIPHOLDING: Burke & Parsons OK'd as Maritime Counsel
OVERSEAS SHIPHOLDING: Morris Nichols OK'd as Delaware Co-Counsel

OVERSEAS SHIPHOLDING: Eversheds OK'd as UK Maritime Counsel
OVERSEAS SHIPHOLDING: Cleary Gottlieb Approved as Counsel
OVERSEAS SHIPHOLDING: KCC Approved as Administrative Agent
OVERSEAS SHIPHOLDING: OK'd to Pay $4.8-Mil. to Critical Vendors
PALM DRIVE HEALTH: S&P Raises SPUR to 'B-' on Series 2000 Bonds

PATRIOT COAL: LHI Objects to Deal With 3 Environmental Groups
PATRIOT COAL: Dewar of Virginia and Sierra Liquidity Buy Claims
PATRIOT COAL: US Trustee Seeks Holdback on Bankruptcy Fees
PHOENIX COMPANIES: Moody's Reviews 'B3' Rating for Downgrade
RANCHO CALIFORNIA CENTER: Files for Chapter 11 in San Diego

REVEL ENTERTAINMENT: Said to Be In Talks for $250MM Loan Package
REVSTONE INDUSTRIES: Wins Court OK to Stay Open During Chapter 11
RICHFIELD EQUITIES: Has Access to Comerica DIP Financing
RIVER CANYON: Wants Plan Exclusivity Until April 30
RYAN INTERNATIONAL: Can Access Intrust Bank Cash Collateral

RYAN INTERNATIONAL: Can Access Harris County Cash Collateral
RYAN INTERNATIONAL: Intrust DIP Financing Increased tp $5 Million
SAN BERNARDINO: Bondholders Slam CalPERS' Attempt to Sue City
SENSATA TECHNOLOGIES: S&P Put 'BB-' CCR on Watch on Share Offering
SHERIDAN GROUP: Moody's Cuts CFR to 'Caa1'; Outlook Negative

SLAVERY MUSEUM: Fredericksburg To Auction Off Land
SORENSON COMMUNICATIONS: S&P Assigns Prelim B- Corp. Credit Rating
SOTERA DEFENSE: Moody's Cuts CFR to 'Caa1'; Outlook Stable
SOUTHERN AIR: Creditors Object to Plan; Question Oak Hill's Role
TAMINCO GLOBAL: Moody's Changes Outlook on '(P)B2' CFR to Neg.

TEAM HEALTH: Moody's Hikes Corp. Family Rating to 'Ba2'
TERRI L. STEFFEN: 11th Cir. Affirms Order Reinstating Ch.7 Case
THINKFILM LLC: Bankruptcy Trustee Seeks 'Bad Faith' Sanctions
THOMAS FRANCES YOUNG: Court Cuts William Davis Firm's Fees
THORNBURG MORTGAGE: Banks Settle Bond Class Action for $11.5MM

TRI-VALLEY CORP: Sells More Assets for Add'l $17 Million
TRONOX INC: Closing Arguments Held in $14-Bil. Kerr-McGee Trial
US SECURITY: Moody's Affirms 'B1' CFR/PDR; Outlook Negative
WAVE HOUSE: U.S. Trustee Unable to Form Creditors Committee
WEBSTER FINANCIAL: Fitch Says Share Repurchase Won't Affect Rating

ZACKY FARMS: Court OKs Lowenstein Sandler as Panel's Lead Counsel
ZACKY FARMS: FTI Consulting OK'd as Chief Restructuring Officer

* Moody's Says US Steel Distributors Face Greater Headwinds
* FDIC's $1.5-Bil. MBS Lawsuit Must Stay in Federal Court
* GOP Sens. Attack HUD Response to FHA Reserve Shortfall
* Miami Businessmen Charged in $40MM Investment Fraud Scheme
* US, UK Plan for Failed Banks May Not Curb Regulator Fights

* Jurisdiction for Fee Awards Lost After Dismissal
* Improperly Recorded Mortgage Held Valid in Bankruptcy

* Ex-Kirkland Atty's Mental Health Considered in Fraud Suit
* Quinn Emanuel's Kirpalani Earns Spot in Law360's Bankruptcy MVPs

* BOOK REVIEW: Performance Evaluation of Hedge Funds



                            *********

A123 SYSTEMS: Sale to Wanxiang Still Subject to Govt. Approval
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that A123 Systems Inc. received approval from the
bankruptcy judge to sell the business to China's Wanxiang Group
Corp. for about $256.6 million.

The report notes that the sale still must be approved by the
Committee on Foreign Investment in the U.S.  Some politicians have
criticized the sale for giving China the benefit of technology
developed with U.S. government grants.

According to the report, Johnson Controls Inc., which lost the
auction, said it might be interested in buying the business if
Wanxiang can't obtain government approval.

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

American Bankruptcy Institute reports that the U.S. Department of
Energy has said it will not give A123 Systems the balance of a
$249 million grant.

Meanwhile, the U.S. Department of Energy moved to quash a
deposition demanded by creditors of A123 Systems concerning the
government's stake in the stimulus-funded battery maker's assets,
Lance Duroni at Bankruptcy Law360 reports.

The convertible subordinated notes traded Dec. 11 for 65.25 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.


ABITIBIBOWATER INC: Canadian High Court Lets Escape Cleanup Order
-----------------------------------------------------------------
Sean McLernon at Bankruptcy Law360 reports that the Canadian
Supreme Court on Friday said that the government could not force
AbitibiBowater Inc. to complete environmental cleanup activity at
five former industrial sites, finding that the remediation orders
amount to a monetary claim that can be eliminated as part of
bankruptcy proceedings.

                      About AbitibiBowater Inc.

AbitibiBowater Inc. -- http://www.abitibibowater.com/-- owns or
operates 18 pulp and paper mills and 24 wood products facilities
located in the United States, Canada and South Korea.  Marketing
its products in more than 70 countries, AbitibiBowater is also
among the largest recyclers of old newspapers and magazines in
North America, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade under the stock symbol ABH on both
the New York Stock Exchange and the Toronto Stock Exchange.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, served as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acted as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, served as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, served as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors were Advisory Services LP, and their noticing and claims
agent was Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel was Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in
New York, served as counsel to the Official Committee of Unsecured
Creditors.  Jamie L. Edmonson, Esq., GianClaudio Finizio, Esq.,
and Daniel A. O'Brien, Esq., at Bayard, P.A., in Wilmington,
Delaware, served as local counsel to the Creditors Committee.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represented the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handled the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's chapter 11 plan of reorganization on Nov. 22,
2010.  The Debtors also obtained approval of their reorganization
plan under the Canadian Companies' Creditors Arrangement Act.
AbitibiBowater emerged from bankruptcy on Dec. 9, 2010.


ACCESS MIDSTREAM: Moody's Rates New $1.4BB Senior Notes Due 2023
----------------------------------------------------------------
Moody's Investors Service affirmed Access Midstream Partners,
L.P.'s (ACMP) Ba2 Corporate Family Rating (CFR) and changed the
rating outlook to stable from negative. Moody's assigned a Ba3
rating to ACMP's proposed offering of $1.4 billion senior notes
and affirmed the Ba3 ratings on its existing senior notes. The
Baa3 senior unsecured ratings of The Williams Companies, Inc.
(Williams) were also affirmed with a stable outlook.

These rating actions follow the announcement of ACMP's agreement
to acquire Chesapeake Midstream Operating, L.L.C. (CMO) from
Chesapeake Energy Corporation (Chesapeake), for $2.16 billion in
cash. Upon closing of the acquisition, Williams will acquire a 50%
interest in ACMP's general partner (GP) and 34.5 million
subordinated limited partner units in ACMP from Global
Infrastructure Partners (GIP). Both Williams and GIP have
committed to purchase up to $1.16 billion of additional limited
partner interests from ACMP to fund the acquisition. The proceeds
of the ACMP notes offering will be used to fund the balance of the
CMO purchase price and to repay revolver borrowings.

Ratings Rationale

"Access Midstream's Ba2 CFR and stable rating outlook are
supported by the majority equity funding of the CMO purchase and
the benefits of the partnership's increased asset scale and
organic growth opportunities following the acquisition," commented
Pete Speer, Moody's Vice-President. "We affirmed Williams' Baa3
ratings because of the substantial equity funding for its
investment in ACMP and the potential growth opportunities for its
midstream and interstate pipeline assets."

ACMP's Ba2 CFR is supported by the stability of its substantially
all fee-based revenues, contractually limited volume risk and
broad geographic and basin diversification following the
acquisition of CMO. These positive attributes are tempered by the
partnership's increased financial leverage following the
acquisition, the large growth capital spending over the next three
years and high customer concentration with Chesapeake (Ba2
negative). The ratings incorporate Moody's  expectation of
earnings growth from organic capital spending that will add
further scale and improve ACMP's leverage metrics over the next
two years.

The acquisition of CMO will increase ACMP's adjusted Debt/EBITDA
from 3.5x to around 4.2x at September 30, 2012, pro forma for the
additional debt and annualizing CMO's third quarter EBITDA. The
benefits of the increased asset scale and relatively low business
risk profile of the acquired assets offsets the rise in financial
leverage. The ratings could be upgraded if the partnership
successfully completes its large capital spending program while
funding it in a manner to reduce its financial leverage as it has
forecasted. With its larger size and scale, Debt/EBITDA sustained
under 4x could result in a ratings upgrade. Conversely, if the
partnership's leverage rises over 5x because of project cost
overruns, insufficient equity funding and/or weaker than expected
earnings then the ratings could be downgraded.

The Ba3 rating on the proposed offering of $1.4 billion senior
notes reflects the overall probability of default of ACMP, to
which Moody's assigns a PDR of Ba2, and a loss given default of
LGD 4 (61%), changed from LGD 5 (74%). The partnership has a
committed $1 billion revolving credit facility that is secured by
substantially all of its assets. The existing $350 million senior
notes due 2021, $750 million senior notes due 2022 and proposed
$1.4 billion senior notes due 2023 are all unsecured and have
subsidiary guarantees on a senior unsecured basis. Therefore the
notes are subordinated to the senior secured credit facility's
potential priority claim to the partnership's assets, resulting in
the notes being rated Ba3, one notch beneath the Ba2 CFR under
Moody's Loss Given Default Methodology.

Williams' Baa3 senior unsecured ratings reflects its control of
Williams Partners, L.P. (WPZ, Baa2 stable) and access to a
majority of the cash flows generated by WPZ's large asset base of
high quality pipeline and midstream assets. The company will also
own 50% of ACMP's GP and a sizable portion of its LP units. In
addition, Williams has Canadian midstream assets and some
petrochemical infrastructure assets in the US that provide
additional unencumbered cash flow sources to support the parent
company's debt. The Williams' rating is one notch beneath WPZ's
Baa2 rating due to the structural subordination of Williams
creditors to the debt at WPZ and ACMP. The company has a
consistent track record of conservative financial policies and has
demonstrated a willingness to use equity funding for acquisitions.

Moody's expects Williams' total investment in ACMP related to this
transaction to be funded with a mix of debt and substantial
equity, thereby limiting the leveraging effect of this
acquisition. The company is also poised to benefit from potential
growth opportunities for its midstream and interstate pipeline
assets downstream of ACMP's gathering systems that hold long-term
acreage dedications in prime locations of many highly active
unconventional resource plays. The equity funding and strategic
benefits offset the additional structural complexity from this
acquisition and the increase in debt at Williams. Earlier in 2012,
Williams issued $900 million of equity to support WPZ's
acquisition of Caiman Eastern. The significant equity funding used
in acquisitions has been a clear demonstration of the company's
investment grade financial policies and a key support for its Baa3
ratings.

Given the relationship of Williams and WPZ's ratings, an upgrade
or downgrade of WPZ's ratings would likely lead to a corresponding
change to Williams' ratings. In addition, Williams ratings could
be downgraded if its leverage is significantly increased at the
parent company level. Consolidated debt/EBITDA sustained above 5x
or holding company only debt/EBITDA above 2x could result in a
ratings downgrade for Williams.

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

Access Midstream Partners, L.P. is a publicly traded midstream
energy master limited partnership that is headquartered in
Oklahoma City, Oklahoma. The Williams Companies, Inc. is
headquartered in Tulsa, Oklahoma and through its subsidiaries is
primarily engaged in the gathering, processing and interstate
transportation of natural gas.


ACCESS MIDSTREAM: S&P Revises Outlook on 'BB-' CCR on Acquisition
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and 'BB' senior unsecured rating on U.S. midstream
energy partnership Access Midstream Partners L.P. "At the same
time, we revised our outlook to stable from negative. Also, we
assigned our 'BB-' and '4' recovery rating to Access' $1.4 billion
proposed senior unsecured notes coissued by ACMP Finance Corp.
Access had $1.37 billion of debt as of Sept. 30, 2012," S&P said.

"The transaction adds meaningful resource potential to the
partnership's operating footprint, while maintaining stable cash
flows due to a 100% fixed-fee contract mix enhanced by 'cost-of-
service' features (essentially guarantees Access a fixed rate of
return on capital spending). Pro forma for the transaction,
Access' gross dedicated acreage increases by nearly 50% to 8.7
million acres and its geographic footprint expands to 10 basins,"
S&P said.

"Of note, in contrast to Access' previous acquisitions, the CMD
assets are undeveloped and require meaningful capital investment
over the next two years before volumes ramp up to projected
levels," S&P said.

"Although this presents some execution risk, we believe CMD
complements Access' core competencies and the successful build-out
of infrastructure is reasonably achievable," said Standard &
Poor's credit analyst Nora Pickens.

"In our view, the primary risk to cash flow relates to the
counterparty exposure to CHK. As CHK represents 70% to 75% of
Access' EBITDA over the coming years, we believe it could try to
exert pressure on Access to renegotiate contract terms in a
distressed scenario. In a more extreme case, a CHK bankruptcy
would present substantial uncertainty to Access' business. Any
potential buyers would need to use the Access assets to bring the
hydrocarbons to basin, but could seek to renegotiate fees. Because
Access generally makes a low-teens rate of return on its
investments, we believe that the contracts would likely be
considered reasonable. However, rates on gathering lines are
highly site-specific and generally not publicly available with any
level of granularity," S&P said.

"The outlook on the ratings is stable. Because of Access'
significant customer concentration with CHK, any changes to CHK's
ratings would cause us to reevaluate our ratings on Access.
Independent of any potential ratings actions on CHK, we could
lower our ratings on Access if the partnership materially
increases leverage such that debt to EBITDA exceeds 4.75x on a
sustained basis or if the company begins to assume more
significant commodity price risk. We could raise the ratings on
Access if the partnership achieves greater customer
diversification while maintaining debt to EBITDA below 4.0x," S&P
said.


AMERICAN AIRLINES: Pilots Prefer USAir Merger, Spokesman Says
-------------------------------------------------------------
The Wall Street Journal's Susan Carey reports that the Allied
Pilots Association, which represents American Airlines' 10,000
pilots, said their union leadership heard a nearly three-hour
presentation Thursday from AMR Chief Executive Tom Horton, and
another AMR executive, on the company's options for emerging from
bankruptcy-court protection.

WSJ relates a union spokesman on Thursday said Mr. Horton made a
case for AMR to emerge as a stand-alone company, his original plan
until US Airways forced its way into consideration by persuading
AMR's creditors' committee that a merger should be considered as
an alternative.  The union "continues to believe a merger with US
Airways is best for our pilots and for our airline," an APA
spokesman said after the meeting.

Under a new concessionary labor agreement ratified last week, the
American pilots will gain 13.5% of the equity in the new AMR when
it emerges from court protection, giving them a powerful voice in
what path the company takes: exiting as an independent company or
merging with US Airways Group Inc.

According to the WSJ report, the union spokesman said the APA has
called a meeting with Doug Parker, US Airways CEO, and his top
executives, next week to hear why they continue to believe the
best path is a merger that would take AMR out of bankruptcy as a
combined, larger company.  The APA and American's two other major
unions in April endorsed US Airways' intentions and agreed to
conditional labor terms should the two carriers get together as
AMR's bankruptcy-exit plan.

WSJ also relates AMR's creditors' committee earlier this week
indicated that it would include the APA in the proposed merger
talks under the cloak of a nondisclosure agreement.  AMR said in a
memo earlier this week that it, in collaboration with the
creditors committee, determined that APA involvement in the talks
would help "evaluate the impact of a merger on labor costs,
integration and seniority."  US Airways' pilots union also has
recently been brought into the confidential talks, as that union
has a big stake in whether its employer affects the merger and
because the creditors want to assess what the combined companies'
labor costs would be.  A spokesman for the US Airline Pilots
Association, US Airways' pilots union, confirmed that his
leadership was engaged in the talks with the two carriers, the
other union and AMR's creditors.

                         American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: CEO Meets With Pilots' Union Leaders
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the chief executive officer of AMR Corp., the parent
of American Airlines Inc., was scheduled to meet Dec. 13 with
leaders of the pilots' union, whose membership ratified a new
contract giving them 13.5% of the stock when the company emerges
from bankruptcy reorganization.

The Associated Press reports that according to the pilots union,
Mr. Horton will speak to the group's directors, who favor a merger
with US Airways.  American's three unions favor a merger that
would turn over management of the company to US Airways
executives.

Mr. Horton, The AP notes, hasn't ruled out a merger but has hinted
that he might favor American emerging from bankruptcy protection
on its own.

                         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 INT'L GROUP: U.S. to Sell Rest of Stock, Ending Rescue
---------------------------------------------------------------
American Bankruptcy Institute reports that the U.S. Treasury is
selling its remaining stake in insurer American International
Group Inc., bringing an end to government ownership of the company
about four years.

                            About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


AMERICAN SUZUKI: Wins Court OK for DIP Financing
------------------------------------------------
American Bankruptcy Institute reports that the U.S. Bankruptcy
Court for the Central District of California in Santa Ana has
approved the American Suzuki Motor Corporation (ASMC) for debtor-
in-possession financing.

As reported in the Nov. 9, 2012, edition of the TCR, the debtor
has arranged financing from non-debtor parent company, Suzuki
Motor Corporation, pursuant to a Debtor-In-Possession Loan and
Security Agreement dated Nov. 5, 2012.

The Debtor said it has an urgent and immediate need for access to
cash collateral and borrowings under the DIP Credit Agreement with
SMC in the principal amount of up to $50,000,000 in postpetition
advances and $50,000,000 in inventory loans following entry of the
Final DIP Order, of which $15,000,000 in postpetition advances and
$30,000,000 in inventory loans would be available under the
Interim DIP Order.

The Debtor owes its parent company no less than $152,300,000 under
a Loan and Security Agreement dated July 27, 2012.

The DIP loan matures on the earliest to occur of (i) six months
after the date of the DIP Credit Agreement or such later date to
which the DIP Lender consents, (ii) the closing of a sale of
substantially all of the assets of the Debtor or substantial
consummation of a chapter 11 plan, or (iii) the occurrence of an
event of default.

American Suzuki has determined to pursue a reorganization strategy
in its Chapter 11 case that includes a proposed plan of
reorganization by which a sale of substantially all of its assets
to an entity formed by its parent, automaker Suzuki Motor Corp.
In the event the Debtor ultimately determines not to proceed with
the proposed plan, the Debtor expects to proceed with the sale to
the SMC unit under 11 U.S.C. Sec. 363.

The SMC unit, NounCo, Inc., has signed a deal to purchase the
Debtor's business of distributing, selling and servicing Suzuki
brand vehicles for $95 million in cash and the assumption of cure
and warranty liabilities.

In accordance with the DIP Credit Agreement, the Debtor will
comply with these "Plan/Sale Milestones":

     (a) filing of a plan of reorganization, a disclosure
statement, and a motion to approve a Stalking Horse asset purchase
agreement, no later than three business days after the Filing
Date;

     (b) entry of an order approving bidding procedures in
connection with the Stalking Horse APA by no later than Dec. 7,
2012;

     (c) subject to entry of the Final DIP Order, entry of an
order approving the Disclosure Statement by no later than Dec. 21,
2012;

     (d) subject to entry of the Final DIP Order, entry of a Final
Order either (i) confirming the Plan of Reorganization or (ii)
approving the sale by no later than Feb. 28, 2013; and

     (e) subject to entry of the Final DIP Order, consummation of
the Plan of Reorganization or closing of the sale no later than
March 29, 2013.

                     About American Suzuki

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

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

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

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

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


AMPAL-AMERICAN: Files Bankruptcy-Exit Plan
------------------------------------------
American Bankruptcy Institute reports that Ampal-American Israel
Corp. filed a bankruptcy-exit plan that gives frustrated
bondholders an ownership stake in the reorganized company.

                       About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012, to restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Lawyers at Bryan Cave LLP, in New York, serve as
counsel to the Debtor.


ARCHDIOCESE OF MILWAUKEE: Creditors Panel Denied Standing to Sue
----------------------------------------------------------------
Bankruptcy Judge Susan V. Kelley on Tuesday issued her decision
denying the request of the official committee of unsecured
creditors in the Chapter 11 case of the Archdiocese of Milwaukee
for standing to assert, litigate, and settle an adversary
proceeding on behalf of the bankruptcy estate to avoid and recover
fraudulent transfers relating to transfers from the debtor's
Parish Deposit Fund.

The statute of limitations for pursuing avoidance claims, such as
preferences and fraudulent transfers, will expire Jan. 4, 2013.

The alleged fraudulent transfer identified by the Committee
occurred over seven years ago.  In 2005, the Debtor transferred in
excess of $35 million from the "Parish Deposit Fund" to the
Southeastern Wisconsin Catholic Parishes Investment Management
Trust and/or directly to Parishes and other affiliates of the
Debtor.  The Committee contends the transfer was made with actual
intent to hinder, delay, or defraud creditors based on minutes of
a 2003 finance committee meeting in which the finance committee
discussed creating a trust to "shelter" the Parish Deposit Fund.

The Committee seeks to file a Complaint against the Southeastern
Parish Trust and the Parishes to recover the transfer pursuant to
Wis. Stat. Sec. 242.04(1)(a) and 11 U.S.C. Sections 544(a),
544(b), and 550(a).

The Court also denied the Committee's request to compel the Debtor
to identify all persons and/or entities that received transfers
from the Parish Deposit Fund from and after Jan. 1, 2004, and the
dates and the amounts of the transfers.  The Debtor objected to
the Committee's Motion.

According to Judge Kelley, the Parishes appear to be good faith
transferees for value and the money that the Parishes deposited
into and received from the Parish Deposit Fund was not property of
the Debtor.  Judge Kelley held that the Committee has not stated a
colorable claim that the transfer to the Parishes is an avoidable
fraudulent transfer.

"Even assuming a colorable claim exists, the Debtor has not
unjustifiably refused to bring this claim due to the enormous
cost, delay, questions about collectability and adverse effect on
the Debtor's reorganization that would ensue.  The Committee's
Motion for Standing on these fraudulent transfer claims should be
denied," Judge Kelley said.

The Debtor's Chapter 11 case has been pending close to two years,
and no plan has been filed.

The Bankruptcy Court held that, even assuming that the Committee
prevailed in its lawsuits, the ever looming question of
collectability remains. At the hearing on the Motion, the Debtor
argued that some of the Parishes, schools, and other affiliates
that received a return of their investment from the Parish Deposit
Fund would be hard pressed to return this money. Presumably, these
entities would look to their parishioners, students, and
benefactors to help fund any judgment rendered against them. This
would have an adverse effect on their continued support of the
Debtor. Without the support of these individuals, the Debtor
undoubtedly will struggle to meet its obligations and fund a
Chapter 11 plan.

In response to this bleak scenario, the Committee's counsel stated
at the hearing on Dec. 6: "Where is the money? I don't know where
the $35 million is."

"In the Court's experience, many individuals and entities are
worse off financially than they were in 2005.  It is not
unreasonable to surmise that a Parish that invested money in the
Parish Deposit Fund and received the return of its investment in
June 2005 no longer has the money and was unable to replenish it
after the Great Recession of 2008," said Judge Kelley.  "However,
the Committee has not sought to confirm or deny this supposition;
it stubbornly insists that the Debtor provide financial
information on the Parishes, while the Debtor obstinately retorts
that the Parishes are separate corporations, and the Committee
should ask the Parishes for the information. The Debtor presumably
properly took the issue of collectability into consideration when
analyzing whether to bring these claims, and the Court cannot find
the refusal to bring the claims as a result unjustifiable."

"If the Committee avoided the transfer to the Parishes, and the
Parishes returned the money to the bankruptcy estate, the Parishes
would be entitled to file proofs of claim as creditors.
Accordingly, the Committee's suggestion that spending $1 million
in legal fees would net $35 million for the estate is not correct.
The cost-benefit analysis must consider the large number of
potential claims to be added to pool of creditors, thereby
reducing the net effect of the recovery.

"In sum, due to the difficulties the Committee would face in
proving a case of actual fraudulent transfer, and in light of the
valid defenses that the Parishes could advance, not to mention the
time, expense and drain on the Debtor's resources that would
accompany this litigation, the cost does not outweigh the benefit
to be attained.  The Court concludes that the Debtor did not
unjustifiably refuse to prosecute this avoidance claim against the
Parishes."

A copy of the Court's Dec. 10, 2012 Memorandum Decision is
available at http://is.gd/kMzYH3from Leagle.com.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARIZONA CHEMICAL: S&P Affirms 'BB-' Rating on Term Loan Due 2017
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' issue-level
ratings on AZ Chem US Inc.'s term loan B due 2017. "The '2'
recovery rating on the term loan indicates our expectation of a
substantial recovery (70% to 90%) in the event of a payment
default," S&P said.

"At the same time, we affirmed our 'B+' corporate credit rating on
the company and its parent, Arizona Chemical Holdings Corp. The
outlook is stable," S&P said.

"The ratings on Arizona Chemical reflect the company's
concentration in a niche market for specialty pine-based chemicals
and its very aggressive financial policies, as well as our view
that industry conditions will support the financial profile," said
credit analyst Seamus Ryan.

"The stable outlook reflects our expectation that, despite an
increase in debt, Arizona's operating performance should support
financial metrics consistent with the ratings. We expect
management will be prudent in its capital spending and investment
plans. We do not expect further dividends or acquisitions to
increase debt leverage," S&P said.

"We could lower the ratings if the company further increases its
debt leverage to fund shareholder rewards or growth. We could also
lower the ratings if a combination of weak demand volume, falling
selling prices, and raw material price increases lead to revenue
decline of greater than 15% and EBITDA margins of less than 20%.
These scenarios could reduce the company's FFO-to-total debt to
below 15%. Given its concentration in a niche business, as well as
its private equity ownership and the risk of further shareholder
rewards, an upgrade over the next couple of years is unlikely,"
S&P said.


ASARCO LLC: 5th Cir. Strips Barclays of $975,000 Fee Enhancement
----------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit reversed a
bankruptcy court ruling that (i) awarded a $975,000 fee
enhancement to Barclays Capital, Inc., and (ii) denied Barclays's
request for a $2 million "success fee" based on the successful
outcome of ASARCO, L.L.C.'s Chapter 11 bankruptcy proceeding.  The
Fifth Circuit remanded the matter to the district court for
further proceedings.

Barclays replaced Lehman Brothers Holdings Inc., as ASARCO's
investment banker and financial advisor after Lehman filed its own
Chapter 11 bankruptcy in September 2008.

In November 2009, the bankruptcy court approved the bankruptcy
plan that was presented by Grupo Mexico S.A.B. de C.V., ASARCO's
owner, which provided for (1) a 100% return to all of ASARCO's
creditors; and (2) Grupo Mexico's reacquisition of ASARCO.  The
bankruptcy court praised Barclays for helping to make this outcome
possible, remarking that "[d]uring its more than four years of
intensive service Lehman and then Bar[clays] played a critical
role in achieving the successful reorganization of [ASARCO]."

After the plan's confirmation, Barclays submitted a final fee
application requesting, inter alia, (1) $1,202,500 for
"unanticipated services"; (2) a $2 million success fee based on
the overall outcome of ASARCO's reorganization; and (3) a $6
million auction fee for Barclays's assistance in marketing and
auctioning one of the bankruptcy estate's largest assets.  In
December 2010, the bankruptcy court ruled that Barclays could
recover an additional $975,000 for the "unanticipated services"
pursuant to Sec. 328(a) of the Bankruptcy Code.  The bankruptcy
court denied Barclays's request for the Success Fee and the
Auction Fee.

The reorganized ASARCO appealed the bankruptcy court's award of
$975,000 to Barclays, and Barclays appealed the bankruptcy court's
denial of the Success Fee and Auction Fee.  Barclays has not
challenged the denial of its request for a $6 million Auction Fee.
The district court affirmed all of the bankruptcy court's
decisions.

According to the Fifth Circuit, all of the subsequent developments
in the ASARCO bankruptcy proceeding were "capable of being
anticipated" within the meaning of Sec. 328(a).  Accordingly, the
bankruptcy court erred in awarding Barclays a $975,000 fee
enhancement based on Sec. 328(a).  With respect to the $2 million
Success Fee, the Fifth Circuit found no reversible error, but
remanded the matter to the district court with instructions to
remand to the bankruptcy court for it to consider whether a
Success Fee is appropriate in light of the Fifth Circuit's
conclusion that the $975,000 fee enhancement award was made in
error.

The case before the appeals court is, ASARCO, L.L.C.; ASARCO
INCORPORATED; AMERICAS MINING CORPORATION, Appellants Cross-
Appellees, v. BARCLAYS CAPITAL, INCORPORATED, Appellee Cross-
Appellant, No. 11-41010 (5th Cir.).  A copy of the Fifth Circuit's
decision dated Dec. 11, 2012 is available at http://is.gd/q2d76s
from Leagle.com.  Judge Jennifer Walker Elrod penned the decision.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts that the court-approved retention under Section 328(a) of
the Bankruptcy Code provided for a fixed monthly fee along with a
so-called success fee.  When the case concluded, the bankruptcy
judge in Corpus Christi, Texas, awarded a $975,000 fee enhancement
for "unanticipated services."  The judge denied a request for a $2
million success fee.  Both were upheld on appeal in District
Court.

The report relates that Circuit Judge Jennifer W. Elrod, writing
for the three-judge appellate panel, reversed both lower courts in
a 28-page opinion.  She said that the standard of review is "de
novo" on combined questions of law and fact as to whether services
couldn't be anticipated.  The standard of review established,
Elrod concluded that the facts didn't satisfy the "improvidence
exception" required for altering a fixed-fee arrangement under
Section 328(a).  To avoid the possibility of being required to
provide more services than anticipated, she said the advisers
could have chosen for their compensation to be judged by Section
330(a) which "gives bankruptcy courts broad discretion to award
reasonable fees."

Judge Elrod, the report notes, nonetheless threw Barclays a bone.
She remanded the case for the bankruptcy court to determine once
again if all or part of the $2 million success fee had been earned
and should be paid.  She said the bankruptcy judge in part denied
a success fee, believing that the $975,000 enhancement gave
Barclays sufficient compensation.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Barclays' attorney in the case couldn't be reached
for comment Thursday.  Asarco attorney Marty L. Brimmage Jr. of
Akin Gump Strauss Hauer & Feld said his client is "pleased" with
the court's ruling.  Mr. Brimmage said Asarco is "optimistic" that
the bankruptcy court will again conclude that Barclays was paid at
market rate during the bankruptcy, which would seem to negate the
firm's professed need for additional pay.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASARCO LLC: U.S. Settles Nebraska Superfund Cleanup Dispute
-----------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that the
federal government on reached a settlement with Asarco LLC in
Texas bankruptcy court, agreeing to pay the mining company
$15 million to resolve allegations that the U.S. Environmental
Protection Agency and the Department of Justice destroyed
documents related to the $219.5 million cleanup of a Nebraska
Superfund site.

Asarco, a unit of Grupo Mexico SAB, had accused Robert Feild, the
EPA's project manager at the Omaha Lead Superfund site, of
concealing and destroying documents related to an EPA study of
recontamination at the site, Bankruptcy Law360 relates.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATP OIL & GAS: Creditors Balk at Equityholders' Bid for Examiner
----------------------------------------------------------------
BankruptcyData.com reports that ATP Oil & Gas' official committee
of unsecured creditors filed with the U.S. Bankruptcy Court an
objection to the official committee of equity security holders'
emergency motion for the appointment of an examiner.

The committee asserts, "The Court should not tolerate this abuse
of the Bankruptcy Local Rules for the United States Bankruptcy
Court for the Southern District of Texas (the 'Local Rules') and,
thus, should reject the Equity Committee's suggestion of a
purported 'emergency' and adjourn consideration of the Examiner
Motion to a later date."

                          About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Porter Hedges LLP serves as local
co-counsel.  Munsch Hardt Kopf & Harr, P.C., is the conflicts
counsel.  Opportune LLP is the financial advisor and Jefferies &
Company is the investment banker.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Blackhill Partners, LLC, provided
James R. Latimer, III as chief restructuring officer to the
Debtor.  Filings with the Bankruptcy Court and claims information
are available at http://www.kccllc.net/atpog

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.  In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.   Duff & Phelps Securities, LLC, serves as its financial
advisors.  The Committee tapped Epiq Bankruptcy Solutions, LLC as
its information agent.


AUTO CARE: Jan. 3 Hearing on Adequacy of Plan Disclosures
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will convene a hearing on Jan. 3, 2013, at 1:30 p.m., to consider
adequacy of the disclosure statement explaining Auto Care Mall of
Fremont Inc.'s proposed Chapter 11 Plan dated Oct. 31, 2012.

According to the Disclosure Statement, the Plan provides for the
payment over time of the Debtors debt for real estate taxes, first
and second mortgages to Bank of Marin arrearages and all current
payments at 100%.  The Debtors propose to eliminate the
encumbrance of Bank of America.  An adversary proceeding has been
filed to determine status of BofA deed of trust.

Additionally, the Plan also provides that general unsecured claims
($7,410) will receive 100% of all unsecured debt over five years.
The average of monthly payments is $123.

The Debtors will also assume all executory contracts not expressly
rejected.

The funds necessary for the implementation of the Plan will come
from Debtors' personal income generated and rental proceeds.

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

                  About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  Judge Stephen L. Johnson presides over the
case.  The Law Office of Patrick Calhoun, Esq., serves as the
Debtor's counsel.  The petition was signed by Gina Baumbach, vice
president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

The Debtor disclosed 13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.


AUTOTRADER.COM INC: S&P Revises Outlook on 'BB+' CCR on to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Atlanta, Ga.-based AutoTrader.com Inc. to stable from negative.
"At the same time, we affirmed all ratings, including our 'BB+'
corporate credit rating, on the company," S&P said.

"The outlook revision reflects AutoTrader Inc.'s solid operating
performance, which has restored covenant headroom to more than
20%," said Standard & Poor's credit analyst Daniel Haines.

"The company has filed an SEC Form S-1 for an initial public
offering (IPO), and intends to use the proceeds to repay debt and
fund general corporate purposes. We have not factored any IPO
proceeds in our 2013 assumptions," S&P said.

"AutoTrader.com's leading market share, strong brand, and high
conversion of EBITDA into discretionary cash flow support our view
that the company's business risk profile is 'fair,' (based on our
criteria). We assess AutoTrader.com's financial profile as
'aggressive' because of its acquisitive growth strategy and recent
debt-financed dividend. We view the company's management and
governance as 'fair,'" S&P said.

"We continue to factor into the rating implied support from Cox
Enterprises Inc., which maintains operating control. We would rate
AutoTrader.com in the 'BB' category on a stand-alone basis. While
we do not view the AutoTrader.com debt as a Cox obligation, given
the significant value of Cox's ownership position, we believe it
has incentives to provide some degree of credit support to
AutoTrader.com," S&P said.

"AutoTrader.com is the world's largest automotive classifieds
marketplace and consumer information Web site and is a leading
provider of marketing and software solutions for automotive
dealers in the U.S Its business is subject to intense competition
in the online automotive classifieds market from other online
sites, and also from traditional print and newspaper classified
advertising. AutoTrader.com's concentration of earnings from this
market and some cyclicality in the business are also key risks.
Although the company has benefited from the shift in advertising
toward online platforms and away from print, traditional media
still captures the majority of automotive advertising.
AutoTrader.com generates almost 65% of its revenues from auto
dealers, largely from relatively stable monthly subscriptions. The
next largest source of AutoTrader.com's revenue is Kelley Blue
Book (accounting for about 13% of revenues), which provides
vehicle pricing information and operates KBB.com. The company has
a diverse revenue stream, with no client accounting for more than
2% of revenues, and a strong EBITDA margin that we expect will
remain steady, if not expand," S&P said.


BAKERS FOOTWEAR: Disclosure Statement Hearing Set for Jan. 2
------------------------------------------------------------
Bakers Footwear Group, Inc., will return to the Bankruptcy Court
on Jan. 2, 2013, at 11:30 a.m., to seek approval of the disclosure
statement explaining its Chapter 11 plan.

Bakers filed its Chapter 11 plan and explanatory disclosure
statement on Dec. 4.  The plan proposes to provide general
unsecured creditors, who have claims of about $65 million, a 6%
recovery that is subject to certain conditions that the Debtor is
"uncertain" it will be able to meet.  It depends on whether Bakers
has "sufficient excess cash flow" after it pays in full two notes
described in the plan.  The first note, for $4 million, is to be
paid to the trustee for the benefit of the Unsecured Creditors
Trust for a term of about three years, maturing in May 2016.
Principal payments are due on the note in 2014 and 2015.  Bakers,
if it shows sufficient earnings, will have to give a second note
for $2 million to the trust, which will mature in May, 2018, and
pay interest on it at 5% a year, according to the plan.

The Debtor's business plan post-bankruptcy will revolve around a
core of 63 stores; others will be shut or sold.

Last month, Bakers won court approval for $9.5 million in
replacement financing from Salus Capital Partners LLC.   The
company began going-out-of-business sales at 150 stores on Nov. 9.
Existing financing required a decision by Nov. 16 on whether to
reorganize around the remaining 63 stores or liquidate them.

With the replacement loan from Salus, Bakers had the ability to
reorganize the remaining stores rather than liquidate.  Salus
replaced Crystal Financial LLC, which received final court
approval on Nov. 5 for a $22 million loan.

E.B. Solomont at St. Louis Business Journal reports that Bakers'
$9.5 million loan would allow the St. Louis-based retailer to
refinance its debt, and release claims against its existing
lender, Crystal Financial.  The report notes the new financing
from Salus would include a revolving loan of up to $8 million and
a term of loan of $1.5 million.  Bakers would pay 8% interest a
year on the revolving loan and 16% interest a year on the term
loan.

U.S. Bankruptcy Judge Charles E. Rendlen III authorized Bakers to
pay a commitment fee of $150,000 to Salus in connection with the
issuance of a commitment letter; establish a due diligence deposit
of $50,000, as provided in the Commitment Letter; and reimburse
the Lender for its reasonable out-of-pocket Expenses, as defined
in the Commitment Letter.

"Salus has given us a commitment for exit financing," Bakers
Chairman and CEO Peter Edison has told the St. Louis Business
Journal. "Our goal is that we'd emerge from Chapter 11 as quickly
as possible," possibly by late January, he said.

                       About Bakers Footwear

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

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

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

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

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

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

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

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

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


BENADA ALUMINUM: Wells Fargo/FTL Capital Financing Amended
----------------------------------------------------------
Benada Aluminum Products LLC asks the Bankruptcy Court to approve
amendments to the debtor-in-possession credit agreements, which
were previously approved by the Court on Aug. 6, 2012.  The DIP
Lenders are Wells Fargo Bank, N.A., and FTL Capital, LLC.

The advances made under the DIP Loans are available, among other
things, to pay: (a) the Debtor's ordinary course ongoing operating
expenses; and (b) certain administrative fees and expenses
associated with the DIP Loans, all set forth in the agreed upon
13-week budget.

The material provisions of the DIP loan is:

     1. "Borrowing Base" means an amount equal to the sum of 80%
        of the face amount of Eligible Accounts and 45% of the
        total book value of Eligible Inventory, which amount of
        Eligible Inventory will not exceed $1,500,000 at any time.

     2. "DIP Senior Revolver Note" means the promissory note
        executed on August 6, 2012.

     3. "Eligible Accounts" means all Accounts in U.S. dollars
        evidenced by a paper invoice or electronic equivalent
        created or acquired by Borrower arising from the sale of
        Inventory and/or the provision of certain services in
        Borrower's ordinary course of business in which Lender has
        a first priority, perfected security interest.

     4. "Maximum Credit Amount" will not exceed $3,000,000.

     5. "Termination Date" means the earliest to occur of: (i) the
        date on which an Acceptable Plan is confirmed by the
        Bankruptcy Court, (ii) February 6, 2013, (iii) the date
        upon which Lender elects to terminate the Availability
        Period and accelerate the Obligations, or (iv) the date
        that is one day earlier than any date upon which FTL
        Capital elects to terminate the DIP Junior Term Note in
        accordance with the Junior DIP Loan Agreement, or the
        Junior DIP Loan Agreement is otherwise terminated.

The borrowing limit on the Wells Fargo DIP Loan will be determined
by a defined borrowing base, but not to exceed the principal
amount of $3,000,000 and the borrowing limit on the FTL Capital
Loan shall be up to the principal amount of $2,000,000.

The Debtor is in immediate need of funds to cover: (i) working
capital shortfalls; (ii) employee salary and independent
contractor wages; (iii) required utility payments; (iv) payments
to its vital and critical vendors and suppliers; and (v)
professional and administrative fees.  Continued operation and
maintenance is necessary to preserve the going concern value of
the Debtor's business which the Debtor believes accounts for the
substantial portion of the current value of the estate.

The Debtor needs the additional funds to pay post-petition,
ordinarycourse expenses as well as pay down the Wells Fargo
prepetition obligations to obtain additional funds from Wells
Fargo under the Wells Fargo DIP Loan.  The DIP Loans are intended
to keep operations running for until the Debtor's confirmation
hearing on its plan of reorganization.

                           About Benada

Benada Aluminum Products LLC was formed in 2011 to purchase assets
of two aluminum products manufacturing companies.  It purchased
via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders
International (Case No. 08-07761).  It also purchased the assets
Miami, Florida-based Benada Aluminum of Florida Inc.  The Debtor
has since consolidated operations and operates only out of its
location in Sanford.

The Company filed for Chapter 11 protection on Aug. 1, 2012
(Bankr. M.D. Fla. Case No. 12-10518).  Judge Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, represents the Debtor.  The Debtor disclosed
$22,009,272 in assets and $11,698,426 in liabilities as of the
Chapter 11 filing.

Wells Fargo is represented by Michael Demont, Esq., and Jay Smith,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida.  FTL
Capital is represented by Christopher J. Lawhorn, Esq., at Bryan
Cave LLP in St. Louis, Missouri.  Triton Capital Partners Ltd.
serves as exclusive financial advisor and investment banker with
respect to providing assistance with turnaround management.

The Debtor was authorized by the bankruptcy judge at a Sept. 25,
hearing to sell an aluminum extrusion press for $2.9 million to
Tubelite Inc.


BERLIAN LAJU: Indonesian Ship Owner Facing Involuntary Chapter 11
-----------------------------------------------------------------
Creditors of PT Berlian Laju Tanker Tbk filed an involuntary
Chapter 11 bankruptcy petition in U.S. Bankruptcy Court against
the Indonesian ship operator (Bankr. S.D.N.Y. Case No. 12-14874)
on Dec. 13, 2012.

Dawn McCarty, writing for Bloomberg News, reports the petition was
filed by Gramercy Distressed Opportunity Fund II, Gramercy
Distressed Opportunity Fund, and Gramercy Emerging Markets Fund.
The creditors, all located in Greenwhich, Conn., are allegedly
owed $125.5 million.

PT Berlian Laju Tanker Tbk is the largest Indonesian shipping
company, focusing on liquid bulk cargo, with operations primarily
in Asia with some expansion into the Middle East and Europe.

Indonesia-based PT Berlian Laju Tanker Tbk filed Chapter 15
bankruptcy petitions in New York for subsidiaries (Bankr. S.D.N.Y.
Lead Case No. 12-11007) on March 14, 2012, to prevent creditors
from seizing the company's vessels when they call on U.S. ports.

Cosimo Borrelli, recently appointed vice president for
restructuring for PT Berlian, signed the Chapter 15 petitions for
Chembulk New York Pte Ltd and 12 other entities.

The Berlian group operates 72 vessels, of which 50 are owned.

In January, the Berlian Group violated covenants under a $685
million loan agreement.  Creditors took steps to arrest certain
vessels operated by companies in the Berlian Group.

In order to prevent ship arrests and other collection efforts, the
Berlian Group initiated proceedings in the High Court of the
Republic of Singapore on March 12, 2012.  The Singapore court
entered orders prohibiting for three months any arrest of vessels
or collection effort.

The Berlian Group filed the Chapter 15 petitions to obtain entry
of an order enjoining creditors from seizing vessels that are at
port in the United States.  The Debtors do not have assets in the
U.S. other than the transitory basis vessels that are in the U.S.

According to Bloomberg, the U.S. Bankruptcy Judge in April ruled
that Indonesia is the home to the so-called foreign main
proceeding.


BERNARD L. MADOFF: SEC Sides With Customers on Interest Issue
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that with equivocation, the Securities and Exchange
Commission came down on the side of customers in recommending that
the bankruptcy judge incorporate an inflation factor in the
determination of the size of claims against Bernard L. Madoff
Investment Securities Inc.

The report recounts that last year, the U.S. Court of Appeals
upheld Madoff trustee Irving Picard and held that customers' basic
claims equal the amount of cash invested less cash taken out.  The
appeals court specifically didn't rule on whether claims should be
adjusted to reflect the time-value of money.

According to the report, to resolve the question, Mr. Picard and
the Securities Investor Protection Corp. filed papers in mid-
October arguing that the governing statute contains no language
allowing an interest factor or any other adjustment.  Some
customers and the SEC filed opposing papers this week.

The SEC, the report relates, said in its papers that an "inflation
adjustment should provide a more accurate calculation of the real-
dollar value of the customer's net investment."

Nonetheless, the SEC, the report notes, wasn't prepared to say
whether inflation adjustment should be added to the calculation of
Madoff claims. The commission said claims should be adjusted
"provided that the benefits of doing so outweigh the costs."  The
SEC said it doesn't have the "data necessary to make an informed
evaluation of the benefits or the costs" and thus "has not made
any determination as to whether or not an inflation adjustment
should be made."

Mr. Rochelle notes that the SEC's papers have little discussion of
case law or statutory provisions from which the bankruptcy judge
can decide if an inflation adjustment is permitted in the unusual
circumstances of the Madoff case.  The Commission points out that
courts view pre-judgment interest different from an inflation
adjustment.  The SEC cites cases where courts allow inflation
adjustment where pre-judgment interest on claims might not be
allowed.

Under a revised schedule, Mr. Picard can serve another set of
papers on Jan. 17. Bankruptcy Judge Burton R. Lifland will hold a
hearing Feb. 13.  U.S. District Judge Jed Rakoff decided several
times that he won't take the interest question away from Judge
Lifland.

Mr. Rochelle notes that how Judge Lifland rules will affect
several aspects of the Madoff liquidation.  Mr. Picard argues that
allowing an interest factor would hurt so-called net losers who
took out less than they invested by taking money out of their
pockets for the benefit of so-called net winners who managed to
take out more than they invested.  If interest is allowed and a
customer's claim increases, the threshold is therefore higher
before Mr. Picard could sue a customer to recover receipt of so-
called fictitious profits.  If an interest or inflation factor is
allowed, more recent investors wouldn't fare so well as those who
invested longer with Madoff.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BERNARD L. MADOFF: Trustee Suits vs. 40 Large Banks Survive
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that affiliates of Citibank NA, Credit Agricole SA,
Barclays Plc and Merrill Lynch & Co. are among financial
institutions that failed to persuade U.S. District Judge Jed
Rakoff to dismiss 40 lawsuits filed by the trustee for Bernard L.
Madoff Investment Securities LLC.

According to the report, Trustee Irving Picard is suing the banks
for being subsequent recipients of money stolen from Madoff
customers.  In a typical situation, the banks received money from
customers and invested the funds with so-called feeder funds that
in turn invested with Madoff.

The report relates that Mr. Picard, sometimes unable to identify
the bank's ultimate customers, sued the banks under a provision in
bankruptcy law known as Section 550(a) which says in substance
that a subsequent recipient like the banks must pay money back if
the initial payment by Madoff to the feeder fund was a fraudulent
transfer.

The banks, the report discloses, persuaded Judge Rakoff to take
some of the issues in the lawsuit away from Bankruptcy Judge
Burton R. Lifland.  Specifically, Judge Rakoff undertook to rule
on whether Mr. Picard was required to obtain a judgment against
feeder funds like Fairfield Sentry Ltd. and Kingate Global Fund
Ltd. before he could sue the banks.  Judge Rakoff also said he
would decide if suits against the banks had to be filed within two
years of the Madoff bankruptcy.

In a two-page ruling Dec. 12, Judge Rakoff denied the bank's
motions to dismiss the suits on the two grounds.  Judge Rakoff
said he will file an opinion "in due course" giving a legal
rationale for upholding Picard's suits.

Judge Lifland will presumably handle the remainder of the suits.
Mr. Picard believes he is only required to prove that whoever
initially received a transfer was given money stolen from other
investors.

Sentencing of former Madoff controller Enrica Cotellessa-Pitz has
been postponed while she continues cooperating with prosecutors.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BERNARD L. MADOFF: Trustee Wants Picower Class Suits Killed
-----------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that victims of
Bernard Madoff's Ponzi scheme have no right to parrot legal claims
brought by Madoff trustee Irving Picard, Picard told the Second
Circuit on Thursday, asking the appeals court to kill investor
class actions against the estate of Madoff investor Jeffry
Picower.

Allowing investors to sue each other could create legal chaos,
Picard's lawyers said at oral arguments in Manhattan, according to
Bankruptcy Law360.

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BIOMET INC: Add-On Term Loan No Impact on Moody's 'B2' CFR
----------------------------------------------------------
Moody's Investors Service said that there is no change to Biomet,
Inc.'s existing ratings including its B2 Corporate Family Rating
and its B1 secured term loan ratings following the launch of a
$250 million add-on to its Extended Term Loan B, maturing in July
2017. Proceeds will be used to repay a portion of a previous Term
Loan, maturing in March 2015. The rating outlook remains stable.

Ratings unchanged:

Biomet, Inc.

  Corporate Family Rating at B2

  Probability of Default Rating at B2

  Secured term loans at B1 (LGD 3, 35%)

  Senior unsecured notes at B3 (LGD 4, 66%)

  Senior subordinated notes at Caa1 (LGD 6, 93%)

  Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale

This transaction represents a refinancing of existing debt and
therefore does not affect leverage. Including savings from re-
financings in July, Biomet's annual cash interest expense is
expected to decline by about 15%.

"Biomet's leverage will remain high, especially if it separates
its dental business, but we expect the company to be able to
deleverage as it benefits from new product launches and trauma
products acquired from J&J," said Diana Lee, a Moody's Senior
Credit Officer.

Biomet's B2 Corporate Family Rating largely reflects its very high
leverage and overall weak financial strength ratios, which
represent key credit risks. However, the rating also reflects the
company's relatively large size compared to other B2 companies and
opportunities associated with favorable demographics. Despite
historical stability, Moody's expects the sector to see ongoing
volume and pricing pressure because of the weak economy, as well
as hospital cost savings initiatives and high levels of
competition. The reconstructive market will continue to evolve to
one where product innovation is more critical. Thus Moody's
anticipates higher R&D spending and potentially greater shifts in
market share in certain product lines over time.

If the company does separate its 3i dental implant business, which
accounts for about 9% of revenues and would likely result in
higher leverage and even weaker credit metrics, Moody's does not
expect an effect on ratings. Biomet should benefit from new
product launches and the recent acquisition of Johnson & Johnson's
(Aaa stable) Depuy trauma business, and Moody's expects that
leverage would gradually decline.

The stable outlook reflects Moody's expectation that, although
leverage remains very high and reconstructive use rates and
pricing pressures continue, top-line growth rates will remain at
least at market levels, supported by new product launches. A large
debt-financed transaction, a recall action or material loss in
market share that results in higher leverage or declining cash
flow such that EBITA/interest approaches 1.0 time or debt/EBITDA
exceeds 7.0 times, could result in a downgrade. If the company is
able to demonstrate its ability to sustain at or above-market
growth rates in core hips and knees and continue deleveraging such
that debt/EBITDA and FCF/debt approach 5.0 times and 5%,
respectively, and appear sustainable, the ratings could be
upgraded.

The SGL-2 rating reflects Moody's view that Biomet's liquidity
will be good over the next year. Cash balances are adequate and
free cash flow will remain modest, but the company should
generally have sufficient internal cash to support operations. In
addition, Moody's expects Biomet to have access to ample external
facilities with limited financial covenants. However,
substantially all of the company's assets are pledged to bank
lenders.

Moody's notes that the proposed transactions do not substantially
change the capital structure of the company. However, the B3
senior notes currently benefit from the presence of substantial
junior capital in the form of subordinated notes. If the amount of
junior subordinated notes decreases materially or if the amount of
secured debt, which is ahead of the senior notes increases, the B3
rating on the senior notes could be lowered to Caa1 even in the
absence of a change in the CFR.

The principal methodology used in rating Biomet, Inc. was the
Global Medical Product and Device Industry Methodology published
in October 2012. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the US,
Canada and EMEA published in June 2009.

Biomet, Inc., headquartered in Warsaw, Indiana, is a global
manufacturer of orthopedic products and is among the leaders in
the US reconstructive market. A private equity consortium,
consisting of the Blackstone Group, Goldman Sachs Capital
Partners, Kohlberg Kravis Roberts and TPG, acquired Biomet for
approximately $11.6 billion in July 2007.


BIOMET INC: S&P Keeps 'BB-' Term Loan Rating After $250MM Add-On
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Warsaw, Ind.-based medical products manufacturer Biomet Inc. are
not affected by the company's intention to add on $250 million of
debt to its existing extended term loan due July 2017. The company
will use proceeds from the add-on to retire a like amount of the
company's term loan facility due March 2015. The amounts of senior
secured and total debt will be essentially unchanged, thus the
transaction does not affect our ratings.

The ratings on Biomet reflect the company's "satisfactory"
business risk profile and "highly leveraged" financial risk
profile, according to S&P's criteria. "Biomet's satisfactory
business risk profile reflects pricing pressure and the company's
somewhat narrow focus in the orthopedic industry, in addition to
the relatively stable nature of its industry, Biomet's relatively
full orthopedic product offerings, and favorable long-term volume
trends. The financial risk profile and corporate credit rating
reflect our expectations for minimal debt reduction, funds from
operations (FFO) to total debt between 5% and 10%, and debt to
EBITDA to remain more than 5x," S&P said.


BROBECK PHLEGER: Paul Hastings Case Stays in Bankruptcy Court
-------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S. District
Judge Charles R. Breyer refused Paul Hastings LLP's request that
he hear a dispute now in bankruptcy court over work the law firm
allegedly took from now-bankrupt Brobeck Phleger & Harrison LLP as
it collapsed.

Bankruptcy Law360 relates that Judge Breyer, who already had
denied a similar request from Paul Hastings, said his thinking on
the issue has not changed and ordered the case kept in bankruptcy
court.

                       About Brobeck Phleger

Brobeck, Phleger & Harrison LLP started business in 1926.  It was
a prominent national law firm with over 900 attorneys and offices
in California, New York, Colorado, Virginia, Texas, Washington
D.C., and, through a joint-venture, in London, England.  In the
late 1990's and early 2000s, Brobeck enjoyed rapid growth, almost
doubling its number of attorneys in just over three years in its
booming technology-sector practice.  In the course of its
expansion, Brobeck incurred substantial debt as well as lease
obligations for several new offices.  On Sept. 17, 2003, certain
of Brobeck's creditors filed an involuntary chapter 7 bankruptcy
petition (Bankr. N.D. Calif. Case No. 03-32715).  Thereafter,
Ronald F. Greenspan was elected as the Chapter 7 trustee.


CAPARRA HILLS: Fitch Affirms 'BB' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed Caparra Hills, Inc.'s Issuer Default
Rating (IDR) at 'BB'.  Fitch has also affirmed the company's
US$59.3 million secured debt bond rating at 'BBB-'.  The secured
bonds are payable solely from payments made to the Puerto Rico
Industrial, Tourist, Educational, Medical and Environmental
Control Facilities Financing Authority (AFICA) by Caparra Hills.
AFICA serves solely as an issuing conduit for local qualified
borrowers for the purpose of issuing bonds pursuant to a trust
agreement between AFICA and the trustee.  The secured bonds are
not guaranteed by AFICA, do not constitute a charge against the
general credit of AFICA, and, do not constitute an indebtedness of
the Commonwealth of Puerto Rico or any of its political
subdivisions.

The Rating Outlook is Stable.

The ratings are supported by the company's consistent positive
free cash flow (FCF) generation, solid liquidity, adequate
leverage and manageable debt payment schedule.  The ratings also
incorporate Caparra Hills' stable and predictable revenue stream
from its lease portfolio, as well as the adequate credit profile
of its main tenants.  The lease revenues are predominately fixed
in nature and also provide for the pass-through of ongoing
maintenance and operating expenses for Caparra Hills' properties,
which lowers business risk.

The 'BBB-' rating for the secured bonds positively incorporates
the collateral support included in the transaction structure.  The
payments of the bonds are secured by a first mortgage on the
company's real estate properties and the assignment of leases.  In
addition, the ratings consider as part of the transaction
structure the inclusion of a debt-service reserve fund of US$7
million, which covers the equivalent of 18-month debt service for
the secured bonds.

The Stable Outlook reflects Caparra Hills' consistent and stable
operating performance and its track record of maintaining stable
credit metrics during the last several years.  The ratings
incorporate the expectation that Caparra Hills will continue its
commitment to maintain an adequate capital structure.

Caparra Hills' properties maintain adequate vacancy rates and
solid collateral values, which support the credit quality of its
secured debt. Caparra Hills' lease portfolio has an adequate
maturity profile with staggered expirations.  About 17% of the
company's rental income expires in the next 12 months, while an
additional 7% expires during the following 24 to 48 months.

The company's revenue structure is based mostly on fixed rent,
which represent about of 60% total revenues.  This structure
improves the predictability of Caparra Hill's revenues and is
positively factored into the ratings.  The other significant
component in Caparra Hills' revenue structure is tenant
reimbursements, which represent about of 25% of total revenues,
covering costs associated with property management and taxes.  Due
to the challenging operating environment during the last three
years, Caparra Hills' vacancy rates were in the 4% to 11% range.
As of Sept. 30, 2012, Caparra Hills' occupancy level was 89%.

Caparra Hills' liquidity position is solid due to its capacity to
consistently generate positive cash flow from operations (CFFO)
and its access to credit. During the last three years, Caparra
Hills' CFFO averaged US$3.3 million annually.  As of Sept. 30,
2012, Caparra Hills' cash position was US$7.9 million. In
addition, the company maintains a debt service reserve fund of
approximately US$7 million, which covers 18 months of debt
service. Excluding the reserve fund, the company's liquidity
position represents approximately 69% of Caparra Hills' LTM
revenue (US$11.4 million) and 6 times (x) its short-term debt
obligations of US$1.3 million.  In addition, Caparra Hills
maintains US$1 million of an unused committed bank credit
facility.

The ratings factor in the stable trend in the company's free cash
flow (FCF), which has been consistently positive during the last
five years.  For the LTM period ended Sept. 2012, FYE June 2011
and FYE June 2010, Caparra Hills' FCF was positive, reaching
levels of US$2 million; US$2.3 million; and US$2.6 million,
respectively.  Caparra Hills' FCF is expected to continue to be
positive during the following years due to the company's stable
cash flow from operations, low level of capital expenditures
(approximately US$0.3 million per year), and expected dividend
payments in the range of US$0.5 million to US$1.5 million.  These
dividends could be reduced in the event of a more adverse business
scenario.  Factored into the ratings is the expectation that
Caparra Hills will not execute any major investments that would
place additional pressure on its cash flow in the near term.

Caparra Hills' EBITDA margin was 65% at for the period ended Sept.
30, 2012, which was in line with the company's average EBITDA
margin for the last few years.  At the end of September, Caparra
Hills had US$58.5 million of total debt, which was composed
entirely of the secured bonds.  The company does not maintain any
off-balance-sheet debt associated with operating leases
obligations. Caparra Hills' net leverage, as measured by net
debt/EBITDA, was 5.8x as of Sept. 30, 2012.  This ratio was
consistent with the expectations incorporated in the ratings. Also
positively factored into the ratings is Caparra Hills' manageable
debt maturity schedule.  The secured debt is the company's only
debt and it requires approximately US$5 million of annual debt
service.  This debt service is covered by the company's cash flow
generation of about US$7.4 million of EBITDA during the LTM ended
Sept. 30, 2012.

Main Credit Concerns:

The ratings are constrained by the negative business environment
and the concentration risk affecting Caparra Hills' operations.
The ratings incorporate the negative business environment
affecting the economy of Puerto Rico, which has been in recession
during the last several years.  The ratings also factor in the
concentration risk in Caparra Hills' operations related to its
three contiguous properties, which limits the company's
diversification and growth strategies.  Further risks include
Caparra Hills' high counterparty risk: five tenants represent
approximately 60% of the company's total revenues.  The
concentration risk is counterbalanced by the adequate credit
profile of Caparra Hills' main tenants and the company's good
track-record of maintaining positive FCF and solid liquidity.

A negative aspect factored into the ratings is Caparra Hills' high
dividend payout ratio.  During the last four years, ended in
fiscal 2012, Caparra Hills has distributed approximately US$4.2
million in dividends, and the company expects to maintain a
dividend payout ratio of approximately 60% to 80% of excess cash
flow for the next few years.  The ratings take into consideration
the view that Caparra Hills will maintain current leverage ratios
and liquidity levels.

Caparra Hills conducts its operations in Puerto Rico, which Fitch
views as a positive in terms of enforceability of the company's
secured debt in the event of default.  The relationship between
the United States and Puerto Rico is referred to as commonwealth
status.  Puerto Rico's constitutional status is that of a
territory of the United States, and, pursuant to the territorial
clause of the U.S. Constitution, the ultimate source of power over
Puerto Rico is the U.S. Congress.

What Could Lead to a Rating Action

The Stable Outlook also incorporates the view that the company's
liquidity will remain solid with a cash position around US$6
million, and that its net leverage will remain around 6.5x during
the next two fiscal years ended in June 2014.

Positive Rating Actions: Caparra Hills' ratings could be
positively affected by significant improvement in its cash flow
generation above historical levels, which is not expected to occur
in the short to medium term.

Negative Rating Actions: Fitch would consider a negative rating
action if deterioration in the company's financial profile occurs,
leading to weaker credit metrics coupled with significant
distributed dividends and increasing vacancy rates financed by
debt that would move the company's capital structure away from the
levels incorporated in the ratings.


CAREY LIMOUSINE: Chapter 11 to Remain in Delaware
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Carey Limousine L.A. Inc. failed in
their effort at moving the bankruptcy reorganization from Delaware
to the company's headquarters in California.

The creditors' committee filed papers asking U.S. Bankruptcy Judge
Brendan Shannon to move the case to California.

According to the report, Judge Shannon formally denied the motion
Dec. 11.  At a hearing last week, Judge Shannon said he was
persuaded "on balance" to keep the case in Delaware based on
"considerations of relative costs," according to Gary Kaplan, co-
counsel for the creditors' committee.

Mr. Kaplan, from Farella Braun & Martell LLP in San Francisco,
explained in an interview with Bloomberg that the judge was
concerned the company would incur additional costs in retaining
new bankruptcy lawyers if the case were moved to California.
Judge Shannon denied the motion "without prejudice."  The judge
said he would revisit the venue question if disputes in the case
end up with a locus in California, Mr. Kaplan said.

                       About Carey Limousine

Carey Limousine L.A., Inc., a subsidiary of Carey International,
is one of the largest chauffeured transportation services
companies in Southern California.

Carey Limousine filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-12664) on Sept. 25, 2012.

The Debtor operates from a centralized location with convenient
proximity to Los Angeles International Airport, Beverly Hills,
Downtown Los Angeles, and other centers of business and tourism
in Southern California.  The Debtor has 17 employees and utilized
30 independent owner-operators.  Seventeen farm-out companies,
providing chauffeurs, fulfill overflow customer requests.

The Debtor estimated just under $500,000 in assets and at least
$100 million in liabilities.  The Debtor said it owes $146.6
million in term loans provided by lenders led by Highland
Financial Corp., as arranger and NexBank, SSB, as administrative
agent.

The Debtor has tapped Young, Conaway, Stargatt & Taylor, as
counsel; Willkie Farr & Gallagher LLP, as bankruptcy co-counsel;
and Kurtzman Carson Consultants LLC as the claims and notice
agent.


CCO HOLDINGS: Moody's Assigns 'B1' Rating to Proposed Bonds
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
bonds of CCO Holdings, LLC. The company plans to use proceeds
primarily to repay first lien bank debt of Charter Communications
Operating LLC (CCO). Moody's does not expect the transaction to
meaningfully change either total debt or interest expense.

Moody's also upgraded the CCO first lien debt to Baa3 from Ba1.
The upgrade incorporates the increase in senior unsecured notes of
CCO Holdings, which provide a ratings lift to the senior secured
debt, and expectations that first lien debt will not rise
materially when the company redeems the CCH II, LLC bonds in the
final quarter of 2012. CCO, CCO Holdings and CCH II, LLC, are
indirect intermediate holding companies of Charter Communications,
Inc. (Charter). Moody's also affirmed Charter's Ba3 corporate
family rating and the positive outlook.

A summary of the actions follows.

CCH II, LLC

    Affirmed Ba3 Corporate Family Rating

    Affirmed Ba3 Probability of Default Rating

    13.5% Senior Unsecured Bonds, Affirmed B2, LGD6, 97%

CCO Holdings, LLC

    Assigned B1, LGD4, 68% to Senior Unsecured Bonds

    7.875% Senior Unsecured Bonds due 2018, Affirmed B1, LGD
    adjusted to LGD4, 68% from LGD5, 72%

    8.125% Senior Unsecured Bonds due 2020, Affirmed B1, LGD
    adjusted to LGD4, 68% from LGD5, 72%

    7.25% Senior Unsecured Bonds due 2017, Affirmed B1, LGD
    adjusted to LGD4, 68% from LGD5, 72%

    7% Senior Unsecured Bonds due 2019, Affirmed B1, LGD adjusted
    to LGD4, 68% from LGD5, 72%

    6.5% Senior Unsecured Bonds due 2021, Affirmed B1, LGD
    adjusted to LGD4, 68% from LGD5, 72%

    7.375% Senior Unsecured Bonds due 2020 , Affirmed B1, LGD
    adjusted to LGD4, 68% from LGD5, 72%

    6.625% Senior Unsecured Bonds due 2022, Affirmed B1, LGD
    adjusted to LGD4, 68% from LGD5, 72%

    5.25% Senior Unsecured Bonds due 2022, Affirmed B1, LGD
    adjusted to LGD4, 68% from LGD5, 72%

    $350 million Sr Sec 1st Lien (but CCO stock only, so
    effectively 3rd Lien) Credit Facility due 2014, Affirmed Ba2,
    LGD adjusted to LGD2, 27% from LGD3, 36%

Charter Communications Operating, LLC

    Senior Secured First Lien Bank Credit Facility, Upgraded to
    Baa3, LGD2, 11% from Ba1, LGD2, 16%

Ratings Rationale

Moody's expects Charter's initiatives to enhance its product set,
especially the video offering, and to implement changes to its
selling strategy and organizational structure will keep operating
and capital expenditures elevated, pressuring both EBITDA and free
cash flow over the next several quarters. This strategy will
therefore delay improvement in credit metrics, with leverage
lingering in the high 4 times range, a metric that has not changed
meaningfully since 2010. However, Moody's continues to believe
management has the ability and willingness to achieve a credit
profile consistent with a Ba2 corporate family rating, including
leverage under 4.5 times debt-to-EBITDA, by late 2013 or early
2014. Greater penetration of all products and continued expansion
of the commercial business should yield more EBITDA, and Moody's
expects capital intensity to moderate, albeit at a level higher
than peers. Combined with lower interest expense, these factors
will likely increase free cash flow, facilitating lower leverage
through both EBITDA growth and debt reduction.

Charter's Ba3 corporate family rating reflects its moderately high
financial risk, with leverage of just under 5 times debt-to-EBITDA
(pro forma for redemption of the CCH II notes). This leverage
poses risk considering the pressure on revenue from its
increasingly mature core video offering (which represents about
half of total revenue) and the intensely competitive environment
in which it operates. The company's substantial scale and Moody's
expectations for operational improvements and growth in high speed
data and commercial phone customers, along with the meaningful
perceived asset value associated with its sizeable (over 5
million) customer base, support the rating, as does the company's
good liquidity.

The positive outlook reflects Charter's steadily improving credit
profile and Moody's expectations that the enhanced financial
flexibility will afford the company greater opportunity to invest
without raising incremental debt, which should increase asset
value and facilitate further balance sheet strengthening over
time.

Moody's would consider an upgrade with continued improvements in
both financial and operating metrics and a commitment to a better
credit profile. Specifically, Moody's could upgrade the CFR based
on expectations for sustained leverage below 4.5 times debt-to-
EBITDA and free cash flow-to-debt in excess of 5%, along with
maintenance of good liquidity. A higher rating would require
clarity on fiscal policy, as well as product penetration levels
more in line with industry averages and growth in revenue and
EBITDA per homes passed.

Given the positive outlook, limited downward ratings pressure
exists over the near term. However, Moody's would likely downgrade
ratings if ongoing basic subscriber losses, declining penetration
rates, and/or a reversion to more aggressive financial policies
contributed to expectations for leverage above 6 times debt-to-
EBITDA and / or low single digit or worse free cash flow-to-debt.

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

One of the largest domestic cable multiple system operators
serving approximately 4 million residential video customers (5.3
million customers in total), Charter Communications, Inc.,
maintains its headquarters in Stamford, Connecticut. Its annual
revenue is approximately $7.4 billion.


CCO HOLDINGS: Fitch Rates New $750MM Senior Unsecured Notes 'BB-'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to CCO Holdings, LLC's
(CCOH) proposed $750 million issuance of senior unsecured notes
due 2023.  Proceeds from the offering are expected to be used for
general corporate purposes including repayment of existing bank
debt outstanding at Charter Communications Operating, LLC (CCO).

CCOH and CCO are indirect wholly owned subsidiaries of Charter
Communications, Inc. (Charter).  As of Sept. 30, 2012, Charter had
approximately $13.7 billion of debt (principal value) outstanding
including $4 billion of senior secured debt.

The issuance is in line with Charter's strategy to simplify its
debt structure and extend its maturity profile while reducing
leverage to its target range of 4x to 4.5x.  However, the issuance
will not result in any material improvement of the company's
credit profile.  Charter's debt structure continues to evolve into
a more traditional hold-co/op-co structure, with senior unsecured
debt issued by CCOH and senior secured debt issued by CCO.
Charter has eliminated the second lien tier of the company's debt
structure during 2012 and has redeemed the high-yield debt issued
by CCH II.

Leverage remains outside the company's target at 5.1x for the LTM
period ended Sept. 30, 2012 and 4.9x pro forma for the $678
million redemption of CCH II's 13.5% senior notes due 2016. Fitch
anticipates Charter's leverage will decline to 4.75x by the end of
2013 and 4.25x by year-end 2014.

Charter has successfully extended its maturity profile as only
5.8% of outstanding debt as of Sept. 30, 2012 is scheduled to
mature before 2016, including $6 million, $260 million and $411
million during the remainder of 2012, 2013 and 2014 respectively.
The current issuance is expected to address Charter's 2016
maturity tower.  Fitch anticipates that Charter's 2016 scheduled
maturities will be reduced to approximately $1.6 billion from $2.3
billion as of Sept. 30, 2012 when adjusted for today's issuance.

Charter's liquidity position is adequate given the current rating
and is supported by $868 million of cash on hand as of Sept. 30,
2012 ($768 million of cash was used to fund the partial redemption
of CCH II senior notes in October 2012), borrowing capacity from
CCO's $1.15 billion revolver (all of which was available as of
Sept. 30, 2012) and expected free cash flow generation.  The
amount available for borrowing under CCO's revolver was
approximately $715 million after giving effect for the redemption
of the remaining $468 million of CCH II's senior notes in November
2012.

Fitch believes that Charter has sufficient capacity within the
current ratings to accommodate changes to the company's operating
strategy and plans to maintain a higher level of capital
expenditures (relative to historical norms and peer comparisons).
In Fitch's opinion, the strategy shift along with a higher level
of capital expenditures will lead to a stronger overall
competitive position.  The changes to Charter's operating strategy
support the company's overall strategic objectives, set the
foundation for sustainable growth while creating more efficient
operating profile.  However, Fitch believes customer connections,
revenue and expense metrics will be negatively impacted in the
short term.  In addition, Fitch expects the strategy will hinder
free cash flow generation and strain EBITDA margins during 2013
limiting overall financial flexibility and slowing the company's
progress to achieving its leverage target.

Charter's more viable capital structure has positioned the company
to generate positive free cash flow.  However, Fitch expects free
cash flow generation during 2012 and 2013 will suffer from the
effects of lower operating margin and higher capital intensity.
Charter generated approximately $193 million of free cash flow
during the LTM period ended Sept. 30, 2012 down markedly from the
$426 million of free cash flow produced during the year-ended
2011.  Fitch anticipates Charter will generate between $250 and
$300 million of free cash flow during 2013 and produce over $500
million during 2014 when stronger margins return.

Rating concerns center on Charter's elevated financial leverage
(relative to other large cable MSOs), a comparatively weaker
subscriber clustering and operating profile.  Moreover, Charter's
ability to adapt to the evolving operating environment while
maintaining its relative competitive position given the
challenging competitive environment and weak housing and
employment trends remains a key consideration.

What Could Trigger a Positive Rating Action

  -- Positive rating actions would be contemplated as leverage
     declines below 4.5x;
  -- The company demonstrates progress in closing gaps relative to
     its industry peers on service penetration rates and strategic
     bandwidth initiatives.
  -- Operating profile strengthens as the company captures
     sustainable revenue and cash flow growth envisioned when
     implementing the current operating strategy.

What Could Trigger a Negative Rating Action

  -- Fitch believes negative rating actions would likely coincide
     with a leveraging transaction that increases leverage beyond
     5.5x in the absence of a credible deleveraging plan;
  -- Adoption of a more aggressive financial strategy;
  -- A perceived weakening of Charter's competitive position or
     failure of the current operating strategy to produce
     sustainable revenue and cash flow growth along with
     strengthening operating margins.


CHARTER COMMUNICATIONS: S&P Gives 'BB-' Rating on $750MM Sr. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to St. Louis-based cable TV
operator Charter Communications Inc.'s (Charter) proposed $750
million senior notes due 2023, to be issued by its subsidiaries
CCO Holdings LLC and CCO Holdings Capital Corp. "The '3' recovery
rating indicates our expectation for meaningful (50% to 70%)
recovery in the event of payment default," S&P said.

"We expect Charter to use the bulk of the net proceeds from these
unsecured, publicly registered notes for debt repayment, including
amounts under its credit facilities," said Standard & Poor's
credit analyst Rich Siderman.

Standard & Poor's ratings on Charter and related entities,
including the 'BB-' corporate credit rating, are not affected by
the new issuance. Charter reported approximately $13.7 billion of
debt at Sept. 30, 2012.

"The ratings on Charter reflect aggressive leverage, formidable
satellite and telephone company competition, and material basic
video subscriber erosion. We view Charter's business risk profile
as satisfactory and benefitting from favorable cable industry
operating characteristics, including the good revenue visibility
of its subscription-based business model and the significant
bandwidth capacity of its fiber/coaxial plant," S&P said.

RATINGS LIST

Rating Affirmed

Charter Communications Inc.
Corporate credit rating                 BB-/Stable/--

New Rating

CCO Holdings LLC
CCO Holdings Capital Corp.

$750 mil. senior notes
Senior unsecured                        BB-
  Recovery rating                        3


CHEM RX CORP: Trustee Sues Ex-Execs. Who Profited From Faulty LBO
-----------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that the trustee of
bankrupt Chem Rx Corp. on Friday sued the company's former top
brass in New York state court, claiming the executives dishonestly
pushed through a leveraged buyout transaction and walked away with
$106 million, while leaving the company mired in debt it could
never repay.

                        About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Delaware, represent the Company in its
restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP serve as
co-counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC serves as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.


CLUB VENTURES: Claim of DavidBartonGym's Ex-CFO Pegged at $184,000
------------------------------------------------------------------
Bankruptcy Judge Allan L. Gropper ruled that the claim of Mark
Berkowitz, the former chief financial officer of Club Ventures
Investment LLC, is estimated at $184,963.06 for purposes of
distribution under CVI's confirmed Chapter 11 plan pursuant to
section 502(c) of the Bankruptcy Code.  Judge Gropper granted the
reorganized Debtor's motion for an order granting summary judgment
determining that Mr. Berkowitz is a creditor and estimating the
amount of Mr. Berkowitz's claim.  The judge denied Mr. Berkowitz's
objection and cross-motion seeking an order granting him summary
judgment finding that he holds a claim against an entity other
than the Debtor.

Mr. Berkowitz was the Debtors' chief financial officer from about
November 2005 to June 2007, when his employment terminated.  On
Nov. 30, 2007, he filed an amended complaint in the Supreme Court
of the State of New York, claiming breach of contract, retaliatory
denial of compensation, tortious interference with contract,
failure to pay compensation in violation of Delaware labor law,
breach of fiduciary duty, and indemnification of all defense
expenses.  The State Court Action was filed against three named
defendants: "Club Ventures Investment LLC", which is the name of
the Debtor, and two of its members, David Barton, the founder and
CEO, and John Howard, the Debtor's majority owner.  The State
Court Action is still pending; it was stayed against the Debtor by
reason of the chapter 11 filing.

After the Debtor filed for bankruptcy, Mr. Berkowitz filed a proof
of claim for "wages, services, litigation," designated as Claim
No. 64.  The Berkowitz Claim asserts an unsecured claim of
$10,149,531, of which $11,725 is allegedly based on priority wage
and benefit claims under 11 U.S.C. Sec. 507(a)(4).  The largest
portions of the Berkowitz Claim are $3,500,000 for a whistleblower
retaliation claim, $3,500,000 for tortious interference with Mr.
Berkowitz's employment agreement, $2,900,000 in membership
interests allegedly not provided to Mr. Berkowitz, $520,000 for an
"equity financing bonus," and $226,149.19 in EBITDA bonuses
allegedly owed to Mr. Berkowitz under the Employment Agreement for
the years 2005, 2006, and 2007.  The claim also includes amounts
Mr. Berkowitz asserts are owed under his Employment Agreement for
base compensation, accrued unused vacation time, unreimbursed
expenses, and consulting fees.

A copy of Judge Gropper's Dec. 11 Memorandum of Decision and Order
is available at http://is.gd/fcAzZbfrom Leagle.com.

                       About Club Ventures

New York-based Club Ventures Investments LLC, aka DavidBartonGym,
is a boutique gym company.  Club Ventures owns DavidBartonGym, an
operator of upscale health clubs in four cities.  Founded in 1992
by David Barton, DavidBartonGym has grown to operate health clubs
in New York, Miami, Chicago, and Seattle (Bellevue).

Club Ventures and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2,
2011.  Club Ventures disclosed $327,921 and $71,037,100 in
liabilities as of the Chapter 11 filing.

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los
Angeles, serves as the Debtors' bankruptcy counsel.

Tracy L. Klestadt, Esq., at Klestadt & Winters LLP, in New York,
represents the Official Committee of Unsecured Creditors retained
as counsel.  The Creditors Committee also tapped FTI Consulting,
Inc., as its financial advisor.

The Bankruptcy Court confirmed the Debtors' Chapter 11 plan in
September 2011.    Pursuant to the Plan, unsecured creditors will
share $150,000, for a return of 5.3% on claims totaling about $2.8
million.  Bank of America NA, the secured lender, will have its
$11.1 million claim reinstated.  LBN Holdings LLC, one of the
existing owners, and Praesidian Capital Investors LP, both junior
secured lenders, will have ownership interests along with new
notes for $11.5 million and $5 million, respectively.  LBN was
owed at least $22.4 million while Praesidian's debt was $30.6
million.


COLDWATER PORTFOLIO: Dec. 18 Hearing on Adequacy of Plan Outline
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
will convene a hearing on Dec. 18, 2012, at 10:30 a.m., to
consider adequacy of the Disclosure Statement explaining Coldwater
Portfolio Partners LLC's proposed Plan of Reorganization.

According to the Disclosure Statement dated Nov. 1, 2012, the Plan
provides that the Debtor will reorganize with the help of
financing proposed by N3 retail Investors, LLC, as the plan
sponsor.  The Plan includes an opportunity for the lenders to
choose consensual treatment, under which they would receive a one-
time payment of at least $35,000,000 from the plan sponsor as
"stalking horse bidder in complete satisfaction of all of the
lenders' claims and liens.  In addition, consensual treatment
would include bid procedures for potentially obtaining higher
qualified bids.

However, the lenders have been unwilling to consider a version of
a jointly sponsored Plan or even specify a market price point at
which they would no longer credit bid their indebtedness to defeat
a sale of their collateral.  Accordingly, the Plan also proposes
nonconsensual treatment of the lenders in the event the lenders
continue to refuse to accept or even discuss consensual treatment.

To fund the nonconsensual treatment, the plan sponsor will make a
cash investment of $5,000,000 in the Reorganized Debtor and will
become the sole owner of the equity of the Reorganized Debtor.
The nonconsensual treatment of the lenders' claims involves
$4,000,000 from the cash investment to reduce the lenders' secured
claim and a $31,000,000 secured note maturing after 15 years.

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

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
etition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill &
Stelle LLC, serve as the Debtor's counsel.  Variant Capital
Advisors LLC provides investment banking services to the Debtor.
CPP estimated assets of $10 million to $50 million and debts of
$50 million to $100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc. is the parent of Coldwater II.


CONTINENTAL AIRLINES: Fitch Rates $425-Mil. Class C Certs 'BB-'
---------------------------------------------------------------
Fitch Ratings assigns a 'BB- 'rating to Continental Airline's
(CAL) proposed $425 million of Class C Pass Through Certificates,
Series 2012-3 with a bullet maturity in April 2018.  CAL is a
primary operating subsidiary of United Continental Holdings, Inc.
(UAL).

The proceeds of the Class C Certificates (C-tranche) will be used
to acquire the Series C Equipment Notes (i.e. the underlying
mortgage) issued by CAL and secured by 42 Boeing aircraft included
in the previously issued Series 2012-1 and Series 2012-2.  The
Series 2012-3 C-tranche is being structured as a 'Super C-tranche'
as the primary assets of the Series 2012-3 Class C Trust will
include Class C Equipment Notes from two separate deals instead of
one.

Collateral aircraft between the two deals consists of 35 737-
900ERs (17 from Series 2012-1 and 18 from Series 2012-2) and seven
787-8s (four from Series 2012-1 and three from Series 2012-2).
All aircraft, classified as Fitch Tier 1, are core to UAL's fleet
as both fleet types represent the youngest vintages and most fuel-
efficient aircraft in UAL's armada for the next several years.

Thus far, CAL has taken delivery of 23 aircraft (20 from Series
2012-1 and three from Series 2012-2).  CAL has added all aircraft
from Series 2012-1 in its fleet, except for the final 787-8 which
is scheduled for delivery later this month.  Aircraft previously
delivered from Series 2012-1 include 17 737-900ERs (three 2009
vintage, 14 delivered new in 2012) and three new 787-8s delivered
earlier this year.  From Series 2012-2 CAL has taken delivery of
three new 737-900ERs year-to-date, with one more scheduled for
delivery in Dec. 2012, and 14 between Jan-Jul 2013.  Upcoming
deliveries for Series 2012-2 also include two 787-8s slated for
delivery later this month and one in Jul. 2013.

CAL has set up a standard prefunding structure for the 19 aircraft
that are expected to be delivered between Dec. 2012 and Jul. 2013.
Accordingly, a portion of the proceeds from this transaction will
initially be held in escrow and deposited with the designated
Depositary, Natixis S.A. (rated 'A+/F1+' with a Negative Outlook
by Fitch) and withdrawn to purchase the notes as the aircraft are
financed upon delivery.  Approximately $199 million of the Series
2012-3 C-tranche will be held in escrow until the aircraft are
delivered, assuming that all 21 aircraft under Series 2012-1 are
financed by the Class C Certificate issuance date.

The Series 2012-3 Class C Certificates will rank junior to the
previously issued Class A and Class B Certificates in their
respective deals, and the cash flows will follow the waterfall of
the individual deals, both before and after an event default.
Please see ratings for the Series 2012-2 Class A and B
Certificates at the end of release.  Fitch does not rate the
Series 2012-1 Class A and B Certificates.

The 'BB-' rating on the 2012-3 C-tranche is assigned a modest two
notch uplift from CAL's IDR of 'B', based on the strong
Affirmation Factor (i.e. Fitch's assessment of the strategic
importance of the collateral aircraft and the likelihood of
affirmation in a bankruptcy scenario) as per Fitch's EETC
criteria.  The rating is based on Fitch's analysis of the C-
tranches individually as the most subordinate class within its
respective deals, and also incorporates structural enhancements
unique to this particular tranche, specifically an additional
cross-collateralization feature that improves ultimate recovery
for bondholders in this particular tranche relative to other C-
tranche investors.  The rating also incorporates UAL's credit
profile supported by its leadership positions across its extensive
global route network, strong liquidity profile and growing
unencumbered asset base.

Like the senior tranches, the C-tranche benefits from Section 1110
(which Fitch believes effectively lowers the probability of
default (PD) compared to CAL's PD). However, it lacks the credit
support from a liquidity facility (unlike the more senior A and B
tranches) and collateral coverage through the most subordinate
tranche is considered weak.  The initial loan-to-value for the C-
tranche is 82.0% as per the prospectus (as of the first
distribution date), and 91.4% as per Fitch estimates using more
conservative aircraft values from an independent appraiser not
included in the transaction documents.

Fitch considers the Affirmation Factor (the primary rationale for
C-tranche ratings) for Series 2012-3 C-tranche to be very high
based on the strategic importance of both aircraft types in UAL's
fleet, standard cross-default and cross-collateral provisions
under each of the Series 2012-1 and Series 2012-2, and the low
funding cost expected for this transaction.  In addition, the
incremental cross-collateralization between Series C equipment
notes strengthens the Affirmation Factor for both Series 2012-1
and Series 2012-2.

The 737-900ER is the premier narrowbody of choice for UAL (and a
few of its U.S. peers including Delta and Alaska) and is expected
to become the backbone of its domestic narrowbody fleet, as they
replace the aging 757-200s.  The company's commitment to this
aircraft was recently evidenced when it placed a firm order for 50
737-900ERs (with options for 60 more) in July, in addition to its
order for 100 737 MAX aircraft.  The 737-900ER currently
represents 5% of UAL's narrowbody fleet but is expected to
constitute a much larger portion, estimated at 9% by the end of
2013 as new orders are delivered.  The range of the 737-900ER
makes it an ideal plane for longer distance domestic routes, while
incorporating significantly lower trip costs than the less fuel
efficient 757-200.

The 787-8s are expected to revamp UAL's international fleet,
allowing UAL to serve city pairs that were not previously
accessible with older 767s.  In addition the 787-8 features
significantly lower estimated costs, including 20% lower fuel
consumption, and 30% lower airframe maintenance costs, compared to
similarly sized aircraft.  Notably, UAL is the first U.S. carrier,
and the only one for the next several years to fly this aircraft.

Furthermore, each equipment note is cross-collateralized and
cross-defaulted (immediately upon filing) within each of the
Series 2012-1 and Series 2012-2 deals.  Taken together, these
provisions treat all the aircraft as one pool of assets supporting
the transaction, effectively limiting CAL's ability to 'cherry-
pick' aircraft in a potential restructuring scenario.  Fitch
believes these provisions, which are standard enhancements of the
modern EETC template, significantly increase the likelihood that
CAL would affirm these notes and the underlying aircraft and
continue to make payments on the equipment notes in a potential
bankruptcy scenario.

In addition to being cross-collateralized within their respective
deals, the 42 Series C Equipment Notes held in the Series 2012-3
trust are also cross-collateralized.  In the event of a potential
bankruptcy and a rejection of the aircraft relating to either the
Series 2012-1 or Series 2012-2 deals, a shortfall realized on the
Series C Equipment Notes on one deal may be covered by the other
deal that is not in default (but only after the A, B and C
Equipment Notes have been paid in full in accordance with the
applicable intercreditor agreement).

Importantly, the Series C Equipment Notes relating to Series 2012-
1 are not cross-defaulted to Series C Equipment Notes relating to
Series 2012-2.  Accordingly, in a potential Chapter 11 scenario, a
default on the Series C Equipment Notes from one deal will not
trigger a default on the performing Series C Equipment Notes and
Senior Equipment Notes of the other deal.  Consequently, the
recovery of a shortfall available under cross-collateralization
could be delayed for the Class C certificate holders until the
maturity date and full payment of the performing deal.
Notwithstanding the above, a default is triggered and liens will
not be released on the aircraft relating to the performing deal
upon full repayment, if the shortfall relating to the other Series
C Equipment Notes has not been paid in full.

Fitch believes the additional cross-collateralization between the
Series C equipment notes improves the expected recovery for Series
2012-3 Class C certificates.  However, the benefit of this
enhancement is limited given inclusion of the same aircraft types
and vintages in both deals, and more importantly the lack of over-
collateralization for the most subordinate class of debt, in
Fitch's view.  That said, the additional cross-collateralization
strengthens the Affirmation Factor for both Series 2012-1 and
Series 2012-2 as CAL would likely have to make a decision
collectively on both deals in the case of a bankruptcy, i.e. 42
aircraft instead 21, all of which are core to the airline, in
Fitch's view.

Fitch has assigned the following rating:

Continental Airlines 2012-3 Pass Through Trust

  -- Series 2012-3 Class C Certificates 'BB-'

Fitch previously assigned the following ratings:

Continental Airlines 2012-2 Pass Through Trust

  -- Series 2012-2 Class A Certificates 'A';
  -- Series 2012-2 Class B Certificates 'BBB-'.


CONTINENTAL AIRLINES: S&P Gives Prelim 'B+' Rating on $425MM Certs
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'B+'(sf) rating to Continental Airlines Inc.'s $425 million series
2012-3 Class C pass-through certificates with an expected maturity
of April 29, 2018. Continental is issuing the certificates under a
Rule 415 shelf registration. "We will assign final ratings after
concluding a legal review of the documentation," S&P said.

"The 2012-3 Class C (2012-3C) pass-through certificates will be
serviced by cash flows from new Class C notes secured by each of
the aircraft financed by Continental's 2012-1 and 2012-2 pass-
through certificates. Thus, the 2012-3C certificates rank junior
to the existing Class A and Class B certificates of the 2012-1 and
2012-2 transactions. The 2012-3C certificates will not have a
dedicated liquidity facility, as do the more senior 2012-1 and
2012-2 certificates," S&P said.

"The preliminary 'B+'(sf) rating is based on the consolidated
credit quality of Continental's parent, United Continental
Holdings Inc. (B/Stable/--) and the legal and structural
protections available to the pass-through certificates. Because
these certificates are not supported by a liquidity facility, we
analyze them as equipment trust certificates (ETCs), rather than
enhanced equipment trust certificates (EETCs)," S&P said.

"Our rating, one notch higher than our corporate credit rating on
Continental, gives some credit for the likelihood that the airline
would not reject the secured notes whose cash flows support the
2012-3C certificates in a bankruptcy scenario. However, we do not
give as much credit for this likelihood of affirming the secured
notes as we do for the more senior Class A and Class B 2012-1 and
2012-2 certificates. That is because the lack of a liquidity
facility for the 2012-3C certificates means that they might
default in a Continental bankruptcy even if the airline
subsequently affirmed the related secured notes. The relevant
section of the Bankruptcy Code, Section 1110, gives an airline an
initial 60-day period before it has to resume debt service on
aircraft-backed debt and leases that it wishes to affirm. Our
limited, one-notch rating enhancement is also less than the credit
we assign in EETCs because Continental might renegotiate the
payment terms of the secured notes in such a way as to preserve
payments to the Class A certificates, or to the Class A and B
certificates, but not to the Class C certificates. The Class A
certificates, as the 'controlling party' in the 2012-1 and 2012-2
EETCs, can, within limits, negotiate on behalf of creditors with
Continental," S&P said.

"The loan-to-value of the Class C secured notes issued against
aircraft in the 2012-1 pass-through certificates is initially
about 81%, using the values that we focus on (which are different
than those in the prospectus) and reach 89% (using the
depreciation assumptions that we focus on, which are also
different than those in the prospectus) by the time the 2012-3C
certificates mature in 2018. Similarly, the loan-to-value of the
Class C secured notes issued against aircraft in the 2012-2 pass-
through certificates is initially about 83%, using the values that
we focus on, and reach 93% by the time the 2012-3C certificates
mature in 2018. These are fairly high loan-to-values, and we do
not assign credit to this collateral coverage in our analysis of
the 2012-3C certificates," S&P said.

"The secured notes related to the 2012-3C certificates will be
cross-collateralized but do not have cross-default provisions.
This means that if Continental were to reject aircraft notes
relating to either the 2012-1 or the 2012-2 EETCs, and the amounts
available following negotiations with Continental or repossession
and sale of the related aircraft collateral were insufficient to
cover the pro rata portion of the 2012-3C certificates,
certificateholders could still recover the shortfall from
Continental when all secured notes relating to the other, non-
rejected EETC are repaid. This would be only after the more senior
Class A and B certificates are paid off, and after the maturity of
the 2012-3C certificates," S&P said.

"Please see our releases relating to the 2012-1 and 2012-2 pass-
through certificates, issued earlier this year, for more detail
and analysis regarding the aircraft that secure those certificates
(and also the new 2012-3C certificates), and our view of the
likelihood that Continental would affirm the related secured notes
to continue to operate those planes in a bankruptcy scenario," S&P
said.

RATINGS LIST

Continental Airlines Inc.
Corporate credit rating                        B/Stable/--

New Ratings

Continental Airlines Inc.
Equipment trust certificates
  Series 2012-3 Class C pass-thru certs         B+(sf) (prelim)


CTI FOODS: Moody's Affirms 'B2' Corp. Family Rating
---------------------------------------------------
Moody's Investors Service changed the rating outlook of CTI Foods
Holding Co., LLC (CTI) to positive from stable. Concurrently,
Moody's affirmed the company's B2 corporate family rating (CFR),
probability of default rating and the B2 rating on the upsized
first lien credit facility. The outlook change is largely
reflective of the company's improved operating performance
stemming from recently increased volumes and Moody's  favorable
view on the company's announced acquisition of Custom Food
Products (CFP).

Despite the near-term increase in leverage, credit metrics are
expected to improve as the company de-levers via EBITDA growth and
debt repayment. Moody's believes CFP will accelerate the company's
east coast expansion initiative while providing improved product
diversification and access to new distribution channels. In
addition, the acquisition is expected to yield favorable
synergies.

The following ratings were affirmed with a positive outlook for
CTI Foods Holding Co., LLC:

B2 Corporate family rating;

B2 Probability of default rating;

B2 (LGD4, 54%) on the $40 million first lien revolver due June
2014; and

B2 (LGD4, 54%) on the upsized $235 million first lien term loan
due June 2015.

RATINGS RATIONALE

The B2 CFR reflects CTI's elevated leverage, positive earnings
trends and improving customer, geographic, and product
diversification. CTI's rating is supported by relatively stable
margins, which benefit from the ability to pass through increases
in commodity costs to its customers, long-standing customer
relationships and recent success diversifying its customer base.
The company's high geographic concentration, albeit improving, as
well as its small scale relative to larger and more diverse
competitors, constrains the rating. In addition, the company has a
good liquidity profile supported by access to external liquidity.

The positive outlook reflects Moody's expectation that continued
volume strength will drive improved operating performance, and
that the company will continue to improve its customer
diversification while enhancing its east coast presence. Further,
although leverage will increase temporarily following the CFP
acquisition, Moody's expects it to improve as EBITDA and synergy
benefits are realized.

Positive rating action could result from a reduction in debt and
demonstration of successful integration of CFP. In addition,
Moody's would consider an upgrade if leverage was sustained below
4.0 times (before the inclusion of preferred stock) with an
improved liquidity and debt maturity profile.

A downgrade is not currently anticipated over the next 12 months;
however, negative rating pressure could arise if CTI were unable
to maintain covenant compliance or were to engage in shareholder
friendly activities. Debt-to-EBITDA sustained above 5.0 times
(before in the inclusion of preferred stock) or a deterioration in
the liquidity profile could result in a ratings downgrade.

The principal methodology used in rating CTI Foods Holding Co.,
LLC was the Consumer Packaged Goods Industry Methodology published
in July 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in Wilder, Idaho, CTI Foods Holding Co., LLC (CTI)
manufactures food products primarily for the quick service
restaurant industry. CTI's principal products include pre-cooked
taco meat, steak and chicken fajita meat, pre-cooked and uncooked
hamburger patties, soups, sauces and dehydrated beans. CTI was
purchased by Littlejohn & Co, LLC in April 2010. During the twelve
month period ended September 8, 2012 the company has generated
more than $700 million in revenues.


CTI FOODS: S&P Keeps 'B' Rating on $235-Mil. Term Loan
------------------------------------------------------
Standard & Poor's Ratings Services said its ratings and outlook on
U.S.-based CTI Foods Holding Co. LLC (B/Stable/--) currently are
unchanged following the company's announcement that it intends to
issue a $45 million add-on facility to its existing term loan and
use the proceeds to fund the acquisition of Custom Food Products
LLC.

"The issue-level rating on the company's revised senior secured
term loan and existing revolving credit facility remains 'B'. The
recovery rating on these facilities remains '3', indicating our
expectation for meaningful (50%-70%) recovery for senior secured
lenders in the event of a payment default. Despite an increase in
the size of the term loan to about $235 million from currently
estimated outstanding of about $190 million at Sept. 8, 2012, the
recovery rating remains unchanged due to CTI's increased EBITDA
from improved performance and pro forma for the Custom Foods and
King of Prussia plant acquisitions. We estimate CTI had total
adjusted debt outstanding of roughly $357 million, including
preferred stock and holdco payment-in-kind (PIK) notes at Sept. 8,
2012," S&P said.

"The ratings on CTI reflect our view of the company's 'highly
leveraged' financial risk profile and 'vulnerable' business risk
profile. The company's highly leveraged financial risk profile
reflects its significant debt obligations which have increased
following this proposed debt-financed acquisition, yet leverage
does not change significantly due to the expected additional
EBITDA from the acquisition. Key credit factors considered in our
assessment of CTI's business risk profile include the company's
narrow product focus; limited geographical diversification; modest
scale of operations; and high, but diminishing, customer
concentration," S&P said.

Ratings List
Ratings unchanged
CTI Foods Holding Co. LLC
Corporate credit rating           B/Stable/--
Senior secured
  $235 mil. term loan              B
   Recovery rating                 3
  Revolver                         B
   Recovery rating                 3


DETROIT, MI: To Receive $10 Million, Review from State
------------------------------------------------------
American Bankruptcy Institute reports that cash-strapped Detroit
is set to receive $10 million from Michigan after the city council
dropped its opposition to a key measure on Tuesday, Reuters said
Tuesday.

Meanwhile, Detroit Mayor Dave Bing announced at a press conference
that the city would lay off 400 to 500 workers over the next few
months, NBC News reported.


DEWEY & LEBOEUF: To Implement Mutual Setoff of Debt With DMLP
-------------------------------------------------------------
Dewey & LeBoeuf LLP will present for signature to the Honorable
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York on Dec. 17, 2012, at 12:00 p.m., a
stipulation between the Debtor and Dell Marketing, L.P., a Texas
limited partnership, granting relief from the automatic stay to
set off mutual prepetition claims and granting related relief.

As of the Petition Date, DMLP owed the Debtor the sum of
$2,497,524 for invoiced legal services rendered by the Debtor on
behalf of DMLP, while the Debtor owed DMLP the sum of $301,864.01
for computer and IT-related goods services provided by DMLP to the
Debtor prior to the Petition Date.

The Parties agree that, after the Setoff, $2,195,659.99 of the
Prepetition DMLP Obligation will be due and owing to the Debtor.

As stipulated, following the approval by the Bankruptcy court of
the Stipulation, but no later than Dec. 31, 2012, DMLP will
effectuate the Setoff and pay the Remaining DMLP Obligation to the
account specified in writing by the Debtor.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DIGITAL DOMAIN: Court OKs Asset Sale to Galloping Horse
-------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Digital Domain Media Group's motion to sell its 'The Legend of
Tembo," "Birds of a Feather" and "The Lightning Catcher" assets to
Galloping Horse Film & TV Co for $375,000.  The Court also
approved the sale of the Debtors' interests in "The Art Story" to
John Textor and Deborah W. Textor for $10,000 and, separately, the
Debtors' motion for approval to conduct an auction for personal
property assets and (B) sell assets to the successful bidders at
an auction free and clear of all encumbrances.  The auction is
scheduled for December 12 through 14, 2012.

                     About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.


DREIER LLP: Trustee Reaches Deal With Owner of Founder's Apartment
------------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the trustee
overseeing the Chapter 11 case of Dreier LLP reached a settlement
with the apartment building the law firm's founder called home,
resolving an adversary suit that alleged the lease payments were
made with funds he was charged with stealing.

Under the proposed settlement, East 57th Street LLC, owner of the
Manhattan apartment building where Marc S. Drier lived from 2006
to 2007, will pay a total of $300,000 to the trustee, according to
Bankruptcy Law360.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DYNEGY POWER: S&P Raises Secured Term Loan Rating to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dynegy Power LLC to 'B' from 'CCC+'. The outlook is
stable. "We raised our issue rating on Dynegy Power's senior
secured term loan due 2016 to 'BB-' from 'B' and affirmed the
'1' recovery rating on the term loan. We also withdrew our 'D'
rating on parent Dynegy Inc. (Dynegy) which has now emerged from
bankruptcy and has no funded debt," S&P said.

"Our 'B' corporate credit rating on Dynegy Power reflects a 'weak'
business risk profile and a 'highly leveraged' financial risk
profile over the forecast period. The weak business risk profile
reflects a limited asset base of about 6,771 megawatts (MW) of
generation from natural gas-fired power plants that operate
usually in intermediate and peaking modes but with cash flow
exposed to merchant power markets. Merchant exposure is partially
mitigated in 2013 and 2014 from tolling and capacity contracts
that provide a large share of cash flow in those years and some
revenue from regulated capacity markets for northeast region
plants. Regulated capacity prices are known through mid-2017.
Business risk is also decreased by some geographic diversity.
About 49% of capacity operates in the California Independent
System Operator, 26% in PJM Interconnection, 16% in New York
Independent System Operator, and 8% in New England Independent
System Operator. Still, Dynegy Power's cash flow will largely
depend on the price of natural gas absent mitigating contracts.
Our analysis factors in our current natural gas price deck with
some adjustment upward in outer years for inflation," S&P said.

"The stable outlook reflects our view that Dynegy Power's business
risk profile position will not change over the forecast period and
that financial performance is bordering on highly leveraged and
aggressive," said Standard & Poor's credit analyst Terry Pratt.

"An improvement in the rating would require confidence that
financial measures will be in the aggressive area--debt to EBITDA
of less than 5x and FFO to debt of greater than 12%. Factors that
could lead to a lower rating are financial measures deteriorating
to the lower end of the highly leveraged area, such as FFO to debt
falling below 4%-5%," S&P said.


EAST COAST SANITATION: Hopewell et al. Have Valid Liens
-------------------------------------------------------
New Jersey Bankruptcy Judge Donald H. Steckroth ruled that
Hopewell Valley Community Bank, Bondex Insurance Company, and All
Points Capital Corp. have valid and enforceable liens against East
Coast Sanitation Co., Inc.

Charles M. Forman, the Chapter 7 Trustee of the estate of East
Coast Sanitation, sued Hopewell, Bondex and All Points to
invalidate the Defendants' liens on the Debtor's assets pursuant
to N.J.S.A. Sec. 48:3-7 and N.J.A.C. 7:26h-1.16h or  the Public
Utility Law, which require approval from the Board of Public
Utilities before a public utility may grant a lien.  The
Defendants argue that (1) provisions of the U.C.C. as adopted and
incorporated into New Jersey statutes, supersede the Public
Utility law cited by the Trustee, and (2) even if the Public
Utility Law governs, consent is not required by the BPU because an
exception provides for financing purchases of sanitation vehicles
and the granting of security interests.

The Court granted the Defendants' motions seeking summary judgment
in their favor on the Trustee's claims.

In February 2005, the Debtor entered into a Security Agreement
with HVCB to obtain a loan intended to finance the purchase of
sanitation collection vehicles and other equipment.

In February 2008, the Debtor entered into a Purchase Money
Security Agreement that was assigned to All Points on the same day
by a Collateral Assignment of Contract Documents and
Acknowledgement of Assignment.  The All Points Agreements provided
for a security interest in eight sanitation collection vehicles
and a blanket lien on all assets.

Bondex is a surety company authorized to issue surety bonds to
waste collectors.

The lawsuit is, Charles M. Forman, Trustee, v. Carver Federal
Savings Bank, et al. (In re East Coast Sanitation Co., Inc.), Adv.
Proc. 12-1387 (Bankr. D.N.J.).  A copy of the Court's Dec. 10
Letter Opinion is available at http://is.gd/QUV9MXfrom
Leagle.com.

Michael E. Holt, Esq., at Forman Holt Eliades & Youngman LLC, in
Paramus, New Jersey, represents Charles M. Forman, the Chapter 7
Trustee.

Frank Peretore, Esq., at Peretore & Peretore, P.C., in Sparta, New
Jersey, argues for All Points Capital Corp.

Bruce M. Satin, Esq., at Szaferman, Lakind, Blumstein & Blader,
P.C., in Lawrenceville, New Jersey, argues for Hopewell Valley
Community Bank.

Paul Mandal, Esq., at Dreifuss, Bonacci & Parker, PC, in Florham
Park, New Jersey, represents Bondex Insurance Company.

East Coast Sanitation Co., a waste-disposal company based in
Elizabeth, New Jersey, filed for Chapter 11 (Bankr. D. N.J. Case
No. 09-30888) on Aug. 10, 2009, estimating under $10 million in
assets and under $50 million in debts.  Daniel J. Yablonsky, Esq.,
at Yablonsky & Associates, LLC, represented the Debtor.  The case
was converted to chapter 7 by Order dated June 15, 2010.


EASTMAN KODAK: Met With Employees Thursday
------------------------------------------
13Wham.com reports that Eastman Kodak was set to hold an employee
meeting Thursday, Dec. 13, with updates on the company's
bankruptcy.  The panel discussion will focus on Kodak's path to
emergence.

The Wall Street Journal reported last week that Google and Apple
bid more than half a billion dollars for Kodak's digital patents.
It is not known if this will be part of the discussion, according
to the report.

Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, citing people familiar with the situation, recounts
Kodak has said the patents may be worth $2.21 billion to $2.57
billion, based on an estimate by patent advisory firm 284 Partners
LLC.  Kodak said it has generated more than $3 billion in revenue
by licensing some of the digital-imaging patents to users,
including Samsung Electronics Co., LG Electronics Inc., Google's
Motorola Mobility unit and Nokia Oyj.

                      About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Bankruptcy Court Approves CVS Agreement
------------------------------------------------------
American Bankruptcy Institute reports that the U.S. Bankruptcy
Court approved a deal between Eastman Kodak Co. and CVS/pharmacy
that extends the firms' relationship for four years.  CVS will set
aside $4.5 million of the $10 million it owed Kodak and get an
$18.4 million unsecured claim.

                      About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Digital Camera Patent Valid, Kodak Tells Fed. Circ.
------------------------------------------------------------------
Bill Donahue at Bankruptcy Law360 reports that Eastman Kodak Co.
urged the Federal Circuit to overturn a ruling by the U.S.
International Trade Commission that one of the company's digital
camera patents was invalid, blasting the decision as unsupported
by evidence.

According to Bankruptcy Law360, Kodak said it was "hard to imagine
a weaker record" to back the commission's July determination that
its patent for digital camera preview technology was obvious. The
ruling let Apple Inc. and Research In Motion Ltd. off the hook for
infringement claims and a possible import ban.

                      About Eastman Kodak

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

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

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

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

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

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

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

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


ECLIPSE AVIATION: Court Limits AE Liquidation Trustee's Discovery
-----------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath granted a Motion for a Protective
Order filed by Luminescent Systems, Inc. and Astronics Advanced
Electronic Systems Corp. to protect from discovery two affidavits,
and the email correspondence and drafts regarding them, sought by
Jeoffrey L. Burtch, the trustee of the Chapter 7 bankruptcy estate
of AE Liquidation Inc., formerly known as Eclipse Aviation
Corporation.

On Nov. 18, 2010, the Trustee commenced preference actions against
the Defendants. Pursuant to a Pretrial Order, the parties were
directed to go to mediation.  The Defendants thereafter, but prior
to the actual mediation, gathered affidavits from two former
employees of the Debtor.  The parties participated in the
mediation, which was ultimately unsuccessful.

After the failed mediation, the parties conducted discovery during
which the Defendants prepared a privilege log asserting that the
affidavits and related documents were protected by the attorney
work product doctrine and the mediation privilege.  The Trustee
did not agree and the Defendants consequently filed the Motion for
a Protective Order.

The lawsuit is, JEOFFREY L. BURTCH, CHAPTER 7 TRUSTEE Plaintiff,
v. LUMINESCENT SYSTEMS, INC., ASTRONICS ADVANCED ELECTRONIC
SYSYEMS CORP. Defendants, Adv. Proc. No. 10-55460, 10-55384
(Bankr. D. Del.).  A copy of the Court's Dec. 11, 2012 Memorandum
Opinion is available at http://is.gd/pY8b0ofrom Leagle.com.

                      About Eclipse Aviation

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- manufactured six-passenger
planes powered by two Pratt & Whitney turbofan engines.  The
Company and Eclipse IRB Sunport, LLC sought chapter 11
protection (Bankr. D. Del. Case No. 08-13031) on Nov. 25, 2008,
represented by lawyers at Allen & Overy LLP, and estimating
assets of less than $500 $500 million and debts of more than
$1 billion.

The Debtor sought to sell all of its assets pursuant to proposed
bid procedures.  The Court approved the bid procedures, with
substantial modification, on Dec. 23, 2008.  On Jan. 15, 2009,
Over and Out, Inc., and other customers, commenced an adversary
proceeding (Bankr. D. Del. Adv. Pro. No. 09-50029) asserting that
the Debtor breached its Aircraft Deposit Agreements, converted
their deposits, and breached its fiduciary duty.  On Jan. 23,
2009, the Court entered an order authorizing the sale of
substantially all of the Debtor's assets to EclipseJet Aviation
International, Inc., finding it had presented the highest and best
offer.  In conjunction with that sale, the Court directed that
$3.2 million of the sale proceeds be set held in escrow pending
resolution of the adversary proceeding.  Despite approval, the
sale to EclipseJet was never consummated.

As a result, on Mar. 5, 2009, the case was converted to a chapter
7 liquidation proceeding and Jeoffrey L. Burtch was appointed
trustee.  The Trustee renewed efforts to sell the Debtor's assets.
On Aug. 28, 2009, the Court authorized the Trustee to sell the
Debtor's assets to Eclipse Aerospace, Inc., for $20 million in
cash and a $20 million note.  Once again, as a result of the
Customers' objection to the sale, the Court directed that $3.2
million of the sale proceeds be set aside pending resolution of
the adversary proceeding.  The sale to Eclipse Aerospace, Inc.,
closed on Sept. 4, 2009.


ELPIDA MEMORY: ITC OKs Nanya's Bid to End DRAM Patent Case
----------------------------------------------------------
Ciaran McEvoy at Bankruptcy Law360 reports that the U.S.
International Trade Commission said Tuesday it won't challenge an
administrative law judge's decision that Nanya Technology Corp.
could end its memory patent probe into Elpida Memory Inc. after
licensee Micron Technology Inc. offered to acquire Elpida for $2.5
billion.

In Tuesday's two-page filing, the ITC announced it decided not to
seek review of the decision handed down by Administrative Law
Judge Robert K. Rogers Jr., who last month granted Nanya's request
to terminate its own investigation into Elpida, according to
Bankruptcy Law360.

                         About Elpida Memory

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

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

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


EXTENDED STAY: US Bank Appeals Decision on $100-Mil. Guaranty
-------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a U.S. Bank NA
attorney urged a New York appeals court to overturn a "ridiculous"
decision that put Extended Stay Hotels Inc.'s junior lenders ahead
of it to collect on a $100 million guaranty during the chain's
bankruptcy following an $8 billion leveraged buyout.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.


FASTBUCKS HOLDING: Files for Chapter 11 in Dallas
-------------------------------------------------
FastBucks Holding Corp., a provider of short- and long-term
financing for credit-challenged individuals, sought Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 12-37793) in
Dallas on Dec. 10.

The Dallas-based company, which sought Chapter 11 protection with
affiliates, has 60 outlets in five states including New Mexico and
Texas.  It has 160 people nationwide and recorded $16.4 million in
revenue in 2011.

The Debtors are seeking expedited consideration of their first day
motions, which include requests to:

  -- jointly administer their Chapter 11 cases;
  -- maintain their bank accounts and pay monthly banking fees;
  -- extend the deadline to file their schedules;
  -- deem utilities as adequately assure of payment; and
  -- pay prepetition wages and benefits.

The Debtors are also seeking approval to use cash collateral.  The
Debtors' liabilities include $1.75 million owed to secured
creditor Banco Popular North America.  The Debtors say Banco
Popular will be adequately protected under 11 U.S.C. Sec. 361 and
363(e) because the Debtors intend to, among other things, continue
making normal monthly installment payments and grant replacement
liens.

Providing financial services since 1998, FastBucks provides long-
term loans and short-term loans, combined with other monetary
services, like payday and car title loans.  The Debtors say they
exist because of the lack of short-term credit provided by
traditional banking and financial sources to consumers with
credit-challenged problems and low credit scores.

FastBucks did not explain the basis of the bankruptcy filing in
court documents.  But it did indicate that it is embroiled in
litigation with the New Mexico attorney general.  The attorney
general won a state-court judgment declaring that FastBucks
improperly made consumer installment loans.  The First Judicial
District of the County of Santa Fe, New Mexico, on Sept. 26, 2012,
entered an interlocutory order on the issue of liability but did
not enter a monetary award against the Debtor.  The Debtors filed
a motion for new trial.


FELCOR LODGING: S&P Rates New $500MM Senior Secured Notes 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all existing ratings,
including the 'B-' corporate credit rating, on Irving, Texas-based
FelCor Lodging L.P. The outlook is stable.

"At the same time, we assigned the company's proposed $500 million
senior secured notes due 2022 its 'B-' issue-level rating (at the
same level as our 'B-' corporate credit rating on FelCor Lodging
Trust Inc.). We also assigned this debt a recovery rating of '3',
indicating our expectation for meaningful (50% to 70%) recovery
for lenders in the event of a payment default. The company expects
to use the proceeds from the proposed notes to repay the $186.5
million outstanding principal on its mortgage debt due 2015, pay a
portion of the company's 10% senior secured notes due 2014, and
pay fees and expenses related to the transaction," S&P said.

"We also placed our issue-level rating on the company's 10% senior
secured notes on CreditWatch with positive implications; the
repayment of a portion of FelCor's 10% senior secured notes using
the proposed notes proceeds would result in a lower level of
secured debt outstanding under our simulated default scenario
compared with our previous analysis," said Standard & Poor's
credit analyst Carissa Schrek. "This would increase the recovery
prospects for the 10% senior secured notes enough to warrant an
upward revision to our recovery rating on the notes. Upon closing
of the proposed senior secured notes, we expect to revise our
recovery rating on the 10% senior secured notes to '1' (90% to
100% recovery expectation) from '3' (50% to 70% recovery
expectation) and raise our issue-level rating to 'B+' (two notches
higher than the corporate credit rating) from 'B-' (the same as
the corporate credit rating), in accordance with our notching
criteria."

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


FIBERTOWER CORP: Seeks Salary $516,000 Increases for Workers
------------------------------------------------------------
BankruptcyData.com reports that FiberTower Corporation filed with
the U.S. Bankruptcy Court a motion for approval to implement
employee salary increases in an aggregate amount of approximately
$516,000.

The Debtors explain, "The possibility that the Debtors' employees
may decide to seek employment elsewhere is compounded by the fact
that, prior to the failure of the ICB Sale to be consummated, the
Debtors' employees worked for some time under the anticipation
that they would receive the benefit of the Original Incentive
Plan. The failure of the ICB Sale and the rescission of the
proposed Original Incentive Plan has had a marked negative effect
on employee morale. It goes without saying that an exodus of
employees at this point in the Debtors' chapter 11 cases would
cause the Debtors to be unable to operate their business through
the Shut-Down Date and thereby cause significant and likely
irreparable harm to creditor recoveries."

                       Incentive Motion

Fibertower Network Services Corp., et al., notified the U.S.
Bankruptcy Court for the Northern District of Texas of their
withdrawal of a previous motion for order establishing employee
incentive program.  The Debtors had sought to pay more than
$500,000 to a group of key employees to keep them at the company
as it works to sell its assets.

                   About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


GAGE'S LONG CREEK: BBG Corp. Wins Right to Equity Resources Claim
-----------------------------------------------------------------
Equity Resources, LLC, on Aug. 24, 2011, filed a proof of claim in
the bankruptcy case of Gage's Long Creek Marina, Inc., for
$157,500.  Three parties have asserted an interest in that Claim:
BBG Corporation, J. Neal Etheridge, and Todd Eads.  BBG contends
that on Oct. 17, 2011, Equity pledged the note upon which Equity's
Claim is based to secure $60,000 in advances BBG made to Equity.
Mr. Etheridge contends that Equity transferred all of its rights
in the Claim to Mr. Etheridge on Jan. 10, 2012.  Mr. Eads claims
that Equity transferred all of its rights in the Claim to him on
March 23, 2012.  Needless to say, Equity has been "busy."

On May 7, 2012, BBG objected to a Notice of Transfer of Claim
filed by Mr. Etheridge and asked the Court to determine that BBG's
interest in the Claim is superior to Messrs. Etheridge's and
Eads's.  Messrs. Etheridge and Eads, not surprisingly, claimed
that they had superior interests in the Claim and asked that
payments on the Claim be paid to them ahead of the other two
combatants.

On Tuesday, Bankruptcy Judge Jerry W. Venters held that the
priority of interests in Equity Resources' Claim is as follows:

     -- BBG is entitled to the current amounts due to it under the
BBG Note, and Mr. Etheridge is entitled to any funds distributed
on Claim 10 above that amount.

     -- Mr. Eads is not entitled to any distribution on Claim 10,
although he might have independent, state-law claims against
Equity, which claims would be beyond the purview of this action
and the jurisdiction of the Bankruptcy Court.

Equity Resources was set up to make loans, particularly loans to
borrowers who didn't qualify for traditional bank financing, and
to purchase distressed properties.  The owners of Equity are Kevin
Hunter and BRR, LLC, which in turn is wholly owned by Bob
Reasoner.  Equity borrowed $97,500 from Anthony T. Eads on May 7,
2010, and $150,000 on May 26, 2010.  Prior to April 2011 Equity
made multiple loans to the Debtor, Gage Family Entertainment, and
the Gage Family for working capital.

By April 2011 the Gage Entities were in default to Equity and
other creditors, including Commerce Bank.  In April 2011 Commerce
Bank commenced foreclosure against the Debtor's real property.

Equity and the Debtor agreed to enter into a wraparound note in
the amount of $750,000 wherein all obligations of the Debtor and
the Gage Entities would be wrapped together, and the Debtor and
others would guarantee the debt for 90 days.  The Gage Note was
signed by the Debtor on April 19, 2011, and guaranteed by Justin
Gage, James Gage, Maia Gage, Shelly Gage, Carolyn Gage and Gene
Bicknell.

Equity agreed to advance $150,000 to the Debtor, and the Debtor
agreed to transfer certain real and personal property to Equity
based upon the Gage Note; the debt was otherwise unsecured.

Unable to pay its creditors, the Debtor filed for Chapter 11
bankruptcy in June 2011.

On Oct. 17, 2011, Equity, as a borrower, entered into a $60,000
line of credit note with BBG.  The BBG Note provided for interest
after Dec. 31, 2011, at 15% per annum and obligated Equity to pay
all attorney fees and costs of collection.  Pursuant to a "Pledge
Agreement" executed by Equity and its principals and their
spouses, the BBG Note was secured by the Gage Note. The Pledge
Agreement noted that it secured the BBG Note and "any and all
extensions, modifications, substitutions, replacements, and
renewals thereof."

Equity executed an allonge in favor of BBG which was attached to
the original note, and BBG filed a UCC-1 and took possession of
the Gage Note.  BBG has advanced in excess of $70,000 to Equity.

On Jan. 10, 2012, Equity assigned to Mr. Etheridge any and all
monies owed or to become due to Equity from Gage's Long Creek
Marina.  The assignment was made to: 1) secure debts owed by BRR
LLC, to the Betty J. Etheridge Trust; 2) to keep the Betty J.
Etheridge Trust from foreclosing on the house owned by BRR and
occupied by Bob Reasoner; and 3) to provide for a letter of credit
to purchase a boat dock.  Mr. Etheridge was prepared to, and did
in fact provide, a letter of credit to Equity.  But the purchase
of the boat dock did not take place and the letter of credit was
never used.

On March 30, 2012, Mr. Eads filed a "Notice of Transfer of Claim
Other Than for Security" indicating that Claim 10 was transferred
and assigned to Mr. Eads.  An assignment executed by Bob Reasoner
on behalf of Equity dated March 23, 2012, was attached to the
Notice of Transfer.  The assignment assigned "all right [sic],
title, and interests" to payment under the Claim. Eads agreed in
the assignment to apply any proceeds to Equity's outstanding debts
to Eads.

On March 26, 2012, the BBG Note was amended to increase it to
$70,000, mainly for Equity's attorneys' fees.  As of the date of
the parties' stipulation, BBG was owed $73,776.64, including
principal, interest and legal fees.

BBG commenced a lawsuit by requesting that the Court determine the
relative priorities of BBG, Mr. Eads, and Mr. Etheridge in the
funds to be disbursed by J. Kevin Checkett, the Plan Administrator
under the Debtor's confirmed liquidating plan.

A copy of the Court's Dec. 11, 2012 Memorandum Order is available
at http://is.gd/MExJK1from Leagle.com.

Based in Ridgedale, Missouri, Gage's Long Creek Marina Inc. filed
for Chapter 11 protection on June 20, 2011 (Bankr. W.D. Mo. Case
No.11-61319).  Judge Arthur B. Federman presides over the case.
The David Schroeder Law Offices, PC, represents the Debtor.  The
Debtor estimated both assets and debts of between $1 million and
$10 million.


GARLOCK SEALING: Gross OK'd as Asbestos Committee Kentucky Counsel
------------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants in
the Garlock Sealing Technologies LLC, et al. Chapter 11 case
sought and obtained authorization from the U.S. Bankruptcy Court
for the Western District of North Carolina to retain Grossman &
Moore PLLC as local counsel in the action commenced by Garlock
against Dolores Ann Robertson in the Circuit Court of Jefferson
County, Kentucky, which is captioned Garlock Sealing Technologies
LLC v. Delores Ann Robertson, Individually and as Executrix of the
Estate of Thomas E. Robertson, Case No. 12-CI-004046.

On Nov. 2, 2012, the granted the Committee leave to seek
intervention in the Kentucky Action, and if intervention is
granted, to participate as an intervenor in the Kentucky Action on
the side of the defendant, Mrs. Robertson.

Grossman will, among other things:

      (a) represent the Committee and act as its local counsel
          in the Kentucky Action, including any appeals;

      (b) confer and advise the Committee and its lead counsel on
          matters or issues relating to or arising from the
          Kentucky Action;

      (c) prepare, review, and analyze legal pleadings, motions,
          memoranda of law, briefs, notices, proposed orders, and
          other submissions filed and to be filed in the Kentucky
          Action, including any appeals; and

      (d) provide other legal services as may be requested by the
          Committee with regard to the Kentucky Action.

The Committee proposed to employ Grossman & Moore to work as part
of the Committee's legal team headed by Caplin & Drysdale,
Chartered.  "The Committee and its lead counsel, Caplin &
Drysdale, are prepared to work closely with Grossman & Moore to
ensure that there is no unnecessary duplication of services or
cost," the Committee said.  Grossman & Moore's practice is devoted
almost exclusively to representing tort victims in civil
litigation.

Gross will be paid at these hourly rates:

          H. Philip Grossman, Partner          $350
          Jennifer A. Moore, Partner           $350
          Colleen C. Hartley, Associate        $175
          Mary Oost, Paralegal                 $75

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

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.

Garlock said in the Disclosure Statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.


GFI GROUP: Moody's Reviews Ba2 Sr. Unsecured Rating for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of GFI Group (senior
unsecured at Ba2) on review for possible downgrade.

Ratings Rationale

Moody's said the review is triggered by a challenging operating
environment characterized by low trading volumes as well as
regulatory and economic uncertainty. This has reduced brokerage
revenues and profitability at GFI thus far in 2012.

During the review, Moody's will focus on GFI's plans to improve
profitability and whether the firm's existing $50 million cost-
saving plan is executable and sufficient. "The costs of retaining
brokers while preserving the franchise and maintaining
profitability in a low volume environment will be an important
factor in the review," said Peter Nerby, a Moody's Senior Vice
President.

Moody's will also review GFI's financial policies and the
liquidity and leverage of its holding company. So far in 2012, GFI
has paid $17.7 million in dividends - despite reporting only $1.5
million in GAAP net income. The rating agency also observed that
the consolidated GFI group maintains a solid liquidity profile,
however much of the firm's excess liquidity beyond regulatory
requirements resides at operating subsidiaries as opposed to the
holding company.

Moody's noted that GFI's ratings continue to be supported by the
firm's business model which minimizes credit and market risk and
its liquid balance sheet. The firm continues to maintain low
balance sheet leverage and has $129 million in availability under
its committed credit facility at Sept 30, 2012.

GFI Group Inc is an interdealer broker headquartered in New York.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.


GLOBAL AVIATION: Wins Confirmation of Chapter 11 Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Global Aviation Holdings Inc. has a court-approved
Chapter 11 plan, thanks to a settlement with second-lien creditors
and the unsecured creditors' committee.  The bankruptcy judge in
Brooklyn, New York, signed a confirmation order Dec. 11 approving
the revised plan.

According to the report, the Debtor negotiated a plan with senior
lenders where secured noteholders owed $111.4 million were to
receive 75% ownership of the reorganized company.  Unsecured
creditors and second-lien noteholders originally were to receive
nothing.

The report relates that pursuant to the court-approved settlement:

    * Second-lien creditors will receive stock appreciation rights
      where they will receive the value of 3% of the stock if the
      company is sold within five years.  They will also receive
      warrants to purchase 21% of the stock at exercise prices
      based on enterprise values ranging from $238.5 million to
      $363 million.  Finally, second-lien creditors will split up
      $40,000.

    * Unsecured creditors will divide $210,000 in cash.

    * The estimated recovery by senior secured lenders is reduced
      to 75% from 78%.  In addition to stock, senior secured
      creditors will receive a new $40 million, five-year second-
      lien note bearing interest at 3% payable with more notes.
      The senior creditors will also receive whatever is left
      after a new $95 million first-lien loan pays off about
      $91 million in financing for the reorganization.

    * Incentive stock awards to company managers are reduced from
      10% of the stock to 6%.

The settlement was supported by holders of 73% of the senior debt.
The company avoided having creditors vote again on the plan
because the bankruptcy judge decided that a 3% reduction in
recovery by senior lenders was immaterial.

The report discloses that the Plan implements newly negotiated
contracts with pilots, flight attendants and dispatchers designed
to save $100 million over the five-year term of the agreements.
In exchange, employees' representatives receive the remaining 25%
of the new stock, plus warrants for another 15%.

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.


GUARANTY BANK: FDIC $900M MBS Suit Sent Back to State Court
-----------------------------------------------------------
Ama Sarfo at Bankruptcy Law360 reports that U.S. District Judge
Sam Sparks said state, not federal, claims predominate in the
Federal Deposit Insurance Corp.'s $900 million suit alleging top
banks tricked Guaranty Bank into buying toxic mortgage-backed
securities, granting the agency's request to send the case back to
state court.

Bankruptcy Law360 relates that Judge Sparks said the lawsuit's
greater proportion of state law claims favored a remand to state
court, but disagreed with the FDIC's assertion that removal was
necessary.

Guaranty Bank, Austin, TX was closed in August 2009 by the Office
of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with BBVA
Compass, Birmingham, Alabama, to assume all of the deposits of
Guaranty Bank, excluding those from brokers.  Guaranty Bank had
103 branches in Texas and 59 branches in California.


HARBINGER GROUP: Fitch Rates $650-Mil. Senior Secured Security 'B'
------------------------------------------------------------------
Fitch Ratings has assigned a 'B/RR4' rating to Harbinger Group
Inc.'s (HRG) proposed issuance of a new seven year, $650 million
senior secured security.

HRG plans to use the new security to finance its tender offer for
the existing $500 million issue of 10.625% senior secured notes
and for general corporate purposes.  Fitch plans to withdraw the
'B/RR4' rating on the existing notes once the tender offer is
completed.

Proposed financial covenants in the new security are similar to
the existing debt, although Fitch believes new covenant levels
will provide slightly more cushion to HRG. T he larger size of the
new security will increase leverage by a relatively small amount
but does not have a material effect on Fitch's ratings.  Parent
company only financial leverage will increase to 59% from 55% at
fiscal year-end, Sept. 30, 2012.  Fitch estimates consolidated
Debt to Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) will increase to 4.3x from 4.0x at fiscal
year-end, Sept. 30, 2012.  Interest coverage will also not be
appreciably affected by the larger size of the new security since
it also has a lower expected interest rate of 8%.  This translates
to roughly the same interest cost of the current 10.625% security.

Key rating triggers that could lead to a downgrade include a
reduction in Fidelity & Guaranty Life Insurance's (F&G Life)
ordinary statutory dividend capacity to below $40 million, a
change in Spectrum Brand's (SPB) strategy to reduce leverage to
between 2.5x to 3.5x within 18 to 24 months, an increase in
consolidated leverage to the 6x range, an increase in HRG (parent
only) financial leverage ratio to above 70%, and the deployment of
existing cash balances that increases the enterprise's credit
risk.

Key rating triggers that could lead to an upgrade include a
significant increase in F&G Life's ordinary statutory dividend
capacity from its current level of approximately $80 million, a
reduction in consolidated leverage to the 4x range, a reduction in
HRG (parent only) financial leverage ratio below 40%, and the
deployment of existing cash balances that improves the magnitude
and diversity of cash flows to HRG.

HRG is a NYSE-traded holding company that is majority owned by
investment funds affiliated with Harbinger Capital Partners LLC
(Harbinger).  Harbinger established HRG as a permanent capital
vehicle to obtain controlling equity interests in established,
dividend paying businesses that operate across a diversified set
of industries.  The company currently operates in three business
segments: consumer products through its 57.5% ownership in SPB,
insurance through its wholly owned subsidiary F&G Life, and Salus,
an asset based lending business.

Fitch has assigned the following rating to HRG:

  -- $650 million 8% senior secured notes due December 2019,
     'B/RR4'.

Fitch currently rates HRG as follows:

  -- Long-term Issuer Default Rating (IDR) 'B', Outlook Stable.


HAWKER BEECHCRAFT: Korn/Ferry OK'd as Director Search Consultant
----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York granted Hawker Beechcraft, Inc., et
al., permission to employ Korn/Ferry International as their
director search consultant to assist in the process of identifying
qualified individuals to serve as members of the post-emergence
board of directors for the Debtors.

As reported by the Troubled Company Reporter on Nov. 15, 2012,
Korn/Ferry will coordinate any services performed at the Debtors'
request with the Debtors' professionals, including financial
advisors and counsel, as appropriate, to avoid duplication of
effort.  As set forth in the Engagement Letter, Korn/Ferry will a
charge search fee for its services in the amount of $450,000 or
$75,000 per director in addition to an administrative fee
calculated as 12% of the Search Fee.  Further, in the event that
the Debtors determine to appoint fewer than six directors to the
new board, the fee would be reduced by $75,000 for each reduction.
In any event, the minimum amount for the search fee will be
$225,000.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The TCR reported on Dec. 6, 2012, that Hawker Beechcraft, Inc.,
disclosed that the Disclosure Statement filed in connection with
the company's Joint Plan of Reorganization (POR) has been approved
by the Court, allowing the company to begin soliciting approval of
the POR from its creditors.  The voting process will be completed
by Jan. 22, 2013, and the company will seek approval from the
Court to exit bankruptcy at the confirmation hearing scheduled for
Jan. 31, 2013.


HAWKER BEECHCRAFT: Has Extended Loan, OK to Sell Private Jets
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc. was given permission from the
bankruptcy court this week to sell the inventory of 20 remaining
model 4000 private jets.  A group representing owners of similar
aircraft were in fear that dumping the jets on the market would
depress the value of the model generally.

The report relates that in approving sale, the bankruptcy court is
requiring Hawker to consult with main parties in the case,
including the owner group.  The company must report sale prices to
those parties every month.  The prices must remain confidential.

According to the report, the court also authorized an extension of
the maturity of $400 million in financing for the Chapter 11
reorganization begun in May.  The loan will now mature on Feb. 28,
rather than Dec. 15, to accommodate the approval process for the
reorganization plan.

The report adds that lenders, represented by an affiliate of
Credit Suisse AG as agent, will receive a fee plus expenses for
extending the loan.  The amount of the fee is secret.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


HAWKER BEECHCRAFT: Judge Reserves Ruling on Warranty Rejection Bid
------------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Stuart M. Bernstein reserved judgment on Hawker Beechcraft
Inc.'s request to ditch maintenance and warranty contracts for a
line of jet aircraft it's going to stop making, after hearing from
objectors and the debtor's restructuring adviser.

According to Bankruptcy Law360, Judge Bernstein asked the parties
to submit some additional information before he'll rule on the
motion, which sees Hawker facing off against a number of customers
that fear the abandonment of the agreements will leave them
hanging out to dry.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


HELIX ENERGY: Moody's Hikes Corp. Family Rating to 'B1'
-------------------------------------------------------
Moody's Investors Service upgraded Helix Energy Solutions Group,
Inc.'s Corporate Family Rating (CFR) to B1 from B2 and affirmed
the senior secured bank credit facility rating at Ba2 and the
senior unsecured rating at B3. Helix's Speculative Grade Liquidity
Rating was raised to SGL-1 from SGL-2. The outlook is stable.

"The upgrade reflects the recent steps Helix has taken to
streamline its business plan and to increase its focus on the well
intervention business," according to Stuart Miller, Moody's Vice
President -- Senior Credit Officer. "As industry activity levels
increase in the deep water and ultra-deepwater, Helix is well-
positioned to be a direct beneficiary as a pioneer in the offshore
well intervention space."

Ratings Rationale

Helix's B1 CFR reflects the company's exposure to the cyclical
oilfield services business as well as its exposure to commodity
price cycles through its investment in oil and natural gas
production. In the oilfield services business, Helix has
significant earnings concentration within a finite group of assets
that generate the majority of the company's oilfield services cash
flow. This lack of asset diversity is mitigated by the company's
very strong liquidity position and solid credit metrics. At
September 30, Helix reported over $1 billion of available
liquidity while Moody's expects Helix's ratio of debt to EBITDA to
range between 2.0x and 2.5x through the end of 2013. In addition,
Helix has a healthy backlog of demand for its major well
intervention assets through the end of 2013 which should
contribute to high utilization rates.

Helix's recent announcement that it has agreed to sell its pipe
lay vessels is viewed as a credit positive event. These vessels
were under-utilized and the sales proceeds are expected to be
invested in the company's more profitable well intervention and
robotics businesses -- areas with significant growth prospects.
Helix's ratings also incorporate the uncertainty surrounding the
possibility of a sale of its oil and gas business. Such a sale
would result in a material reduction in EBITDA and would likely
cause a concurrent increase in the company's debt to EBITDA ratio,
although the impact of short term commodity price fluctuations
would be greatly reduced.

Helix's SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation for very good liquidity through the end of 2013. As of
September 30, Helix had nearly $600 million in cash and about $450
million of availability under its $600 million revolving credit
facility that matures in July 2015. Despite significant capital
expenditure commitments in 2013, Moody's projects that Helix will
be able operate within its cash flow and cash balances. Helix was
comfortably in compliance with all of its maintenance covenants at
September 30, and is projected to remain so for the next twelve to
fifteen months. The credit facility is secured by essentially all
of the company's assets. However, certain assets, including the
pipe lay vessels being sold, are carved out as permitted asset
sales which can provide an additional source of capital to repay
debt and make investments in new well intervention assets.

Moody's  ratings outlook is stable. An upgrade would be considered
once leverage is reduced to below 2.0x, a conservative level that
is intended to offset the earnings concentration risk in the
company's asset base. Should the company sell its oil and gas
assets, it could be a trigger for an upgrade depending on the
price received and if the proceeds are used to reduce term debt.
Without the benefit of the more robust, but volatile, cashflow
from the oil and gas business, Helix could be considered for an
upgrade at a higher ratio of debt to EBITDA - perhaps at 3.5x
which compares to Moody's pro forma estimate of 4.1x as of the end
of September. Alternatively, a downgrade is possible if Helix's
leverage increases from its current level of about 2.4x and
exceeds 3.5x on a status quo basis. Assuming a sale of the oil and
gas assets, Helix's remaining more durable cash flow could support
a higher leverage ratio. However, leverage sustained above 4.5x
would likely trigger a downgrade.

Under Moody's Loss-Given-Default (LGD) methodology, Helix's senior
secured bank debt is rated Ba2 (two notches above the B1 CFR) and
the senior unsecured notes are rated B3 (two notches below the
CFR). The double notching is caused by the magnitude of senior
secured debt in relation to the amount of unsecured debt in the
company's capital structure. As of September 30, Helix had $100
million drawn under its $600 million senior secured revolving
credit facility and $369 million of senior secured term loans
outstanding. This secured debt is structurally superior to the
company's $275 million of senior unsecured notes and $358 million
of convertible senior notes.

The principal methodology used in rating Helix was the Global
Oilfield Services Rating Methodology, published December 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Helix Energy Solutions Group, Inc. is an offshore, oilfield
service company headquartered in Houston, Texas.


HMX ACQUISITION: Files Schedules of Assets and Liabilities
----------------------------------------------------------
HMX, LLC filed with the U.S. Bankruptcy Court for the Southern
District of New York its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,439,416
  B. Personal Property           $74,678,250
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $56,979,473
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $407,636
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $53,375,957
                                 -----------      -----------
        TOTAL                    $78,117,666     $110,763,066

Debtor-affiliates also filed their respective schedules,
disclosing:

Name of Company                       Assets   Liabilities
---------------                       ------   -----------
HMX Acquisition Corp.                $36,715           $0
Quartet Real Estate, LLC            $401,069  $56,979,473
HMX Poland SP. Z O. O.            $7,143,102   $1,466,629
HMX, DTC Co.                      $2,504,669  $57,011,585

Copies of the schedules are available for free at:

   http://bankrupt.com/misc/HMX_ACQUISITION_sal.pdf
   http://bankrupt.com/misc/HMX_ACQUISITION_sal_B.pdf
   http://bankrupt.com/misc/HMX_ACQUISITION_sal_c.pdf
   http://bankrupt.com/misc/HMX_ACQUISITION_sal_d.pdf
   http://bankrupt.com/misc/HMX_ACQUISITION_sal_e.pdf

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are the largest manufacturer and marketer of
U.S.-made men's tailored clothing, with an attractive portfolio of
owned and licensed brands sold primarily through upscale
department stores, specialty stores, and boutiques.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

The Hon. Allan Gropper has approved bidding procedures that will
govern HMX Acquisition Corp.'s sale of two clothiers.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.


HOMER CITY: Wins Confirmation of Prepackaged Plan
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Homer City Funding LLC, owner of an electric
generating plant, won't have been in bankruptcy long.  The
bankruptcy court in Delaware signed a confirmation order on Dec. 6
approving the prepackaged plan.

According to the report, the reorganization plan was accepted and
approved by creditors before the Chapter 11 filing Nov. 6, one
month to the day before confirmation.  The plan was accepted
before bankruptcy by the required majorities of $640 million in
bonds.

The report relates that the project is operated under a lease by
an affiliate of independent power producer Edison Mission Energy
and is owned by an entity 90%-controlled by an affiliate of
General Electric Capital Corp.  The remaining 10% is in the hands
of an affiliate of MetLife Inc.

According to the report, the plan transfers ownership to an entity
controlled by GECC and MetLife.  The new owner will issue new
bonds in exchange for the existing bonds.  The new bonds will be
in a principal amount equal to the outstanding principal and
unpaid interest on the old bonds at the non-default rate. The new
bonds have the same interest rates.  Interest on the new bonds can
be paid by issuing more bonds through April 2014. The new bonds
have the same maturities.

The $466 million in 8.734% secured bonds due in 2026 traded on
Dec. 3 for 111.25 cents on the dollar, to yield 7.1%, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

                     About Homer City Funding

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Pension Diversion Could Spell Big Trouble
---------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Hostess Brands Inc.
reportedly admitted over the weekend to having used employee wages
earmarked for pension plans to fund its prebankruptcy operations,
a revelation that could amount to a big problem for the company
and its former executives, depending on the magnitude and time
frame of the diversions, experts said.

Hostess CEO Gregory Rayburn told The Wall Street Journal that
wages employees had set aside for their pension plans had been
used instead to help keep the company afloat before it filed for
Chapter 11 protection, according to Bankruptcy Law360.

                     About Hostess Brands

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

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

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

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

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

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

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

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

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


HOSTESS BRANDS: Insurers Seek Arbitration for Collateral Request
----------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that ACE American
Insurance Co. and ESIS Inc. urged the New York bankruptcy court
overseeing Hostess Brands Inc.'s Chapter 11 proceedings to compel
arbitration for Hostess' bid to dip into cash collateral related
to a workers' compensation and auto insurance program.

Bankruptcy Law360 relates that the insurance companies asked the
court to deny Hostess' Nov. 5 motion to use some of the cash
collateral held by the insurers in order to satisfy obligations to
the insurers, calling it an attempt to circumvent an arbitration
clause.

                        About Hostess Brands

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

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

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

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

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

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

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

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

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


HOWREY LLP: Committee Wants Atty. Disqualified in Ex-Partners Suit
------------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that a Howrey LLP
creditors committee on Friday asked a bankruptcy judge to
disqualify a lawyer, their former co-counsel, from bringing a
class action against more than 300 of the defunct law firm's ex-
partners.

Bankruptcy Law360 relates that the official committee of Howrey
unsecured creditors said their former co-counsel, William McGrane
and his firm McGrane LLP, should not be allowed to pursue claims
against Howrey partners on behalf of unsecured creditor Howrey
Claims in the bankruptcy court.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


INMET MINING: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Inmet Mining Corporation's B1
corporate family, B1 probability of default, B1 senior unsecured,
and SGL-2 speculative grade liquidity ratings. Moody's also
assigned a B1 to Inmet's proposed $500 million senior unsecured
notes issue. Proceeds from the new notes will be used to
strengthen the company's already good liquidity position. The
ratings outlook remains stable.

Inmet's B1 rating was affirmed as its credit metrics, pro forma
for the new debt issue, remain in line with Moody's expectations
for the rating (adjusted Debt/EBITDA of 3.2x and EBIT/Interest of
2.7x). As well, Moody's expects that Inmet will retain proceeds
from the notes on its balance sheet to provide incremental cushion
against any potential overruns associated with its "Cobre Panama"
copper mine development project, of which it owns 80%.

Ratings Affirmed:

Corporate Family Rating, B1

Probability of Default Rating, B1

Speculative Grade Liquidity Rating, SGL-2

$1.5 billion senior unsecured notes due 2020, B1 (LGD4, 50%)

Ratings Assigned:

$500 million senior unsecured notes due 2021, B1 (LGD4, 50%)

Outlook:

Remains stable

Ratings Rationale

Inmet's B1 corporate family rating reflects its concentration of
copper production from three relatively small mines in Turkey,
Finland and Spain, the short remaining lives of these mines, and
execution risks related to the development of Cobre Panama, which
is expected to cost $6.2 billion (100% basis) and enter into
commercial production in 2016. Inmet's production volumes are
expected to remain relatively stable over the next few years and
its low cost position should support continuing good margins. As
well, its liquidity is good and the company has fully funded its
$4.9 billion share of Cobre Panama's expected development costs.
Adjusted pro-forma leverage of 3.2x is slightly favorable for the
rating, although Moody's forecasts that Inmet's consolidated
leverage will rise towards 5x through 2014 as copper prices
retreat to a baseline level of $3.30/ pound from $3.60/ pound
currently and as Inmet's minority partner in Cobre Panama likely
injects some of its capital in that project in the form of debt.
Inmet's leverage is likely to remain elevated and its free cash
flow materially negative into 2016 when initial production from
Cobre Panama will then enable the company to quickly de-lever. The
rating also reflects Moody's favorable view for copper relative to
other base metals and the relatively low risk jurisdictions of the
company's operations.

The stable outlook reflects Moody's expectation that Inmet's
production will remain near current levels and copper prices will
remain relatively favorable through mid-2014.

The rating could be upgraded if Inmet successfully completes the
development of Cobre Panama and maintains its adjusted Debt/EBITDA
below 3x. The ratings could be downgraded if Inmet experiences
significant operational difficulties at its primary mines, if
capital requirements for Cobre Panama increase significantly, or
if there is a material deterioration in its liquidity position. A
downgrade would also be considered if adjusted Debt/ EBITDA is
expected to be sustained above 4.5x.

The principal methodology used in rating Inmet was the Global
Mining Industry Methodology published in May 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.

Inmet Mining Corporation is a Canadian-based global mining company
engaged in the development and production of mineral properties in
Turkey, Spain, Finland and Panama. The company produces copper,
zinc, and pyrite concentrates and is developing one of the world's
largest copper deposits, Cobre Panama. Revenue from the last
twelve months ended September 30, 2012 was roughly US$1.1 billion
with about 110,300 metric tonnes of copper and 63,500 metric
tonnes of zinc produced. Inmet is headquartered in Toronto,
Ontario, Canada.


JEFFERSON COUNTY: Creditor Demands Probe of County's Book
---------------------------------------------------------
Ciaran McEvoy at Bankruptcy Law360 reports that a bond insurer
owed $95 million by Jefferson County, Ala., asked a bankruptcy
judge Tuesday to let it examine the county's books, arguing it
hasn't been forthcoming about plans to exit Chapter 9 after
failing to repay billions raised for a sewer system project.

Bankruptcy Law360 relates that as one of the county's creditors,
National Public Finance Guarantee Corp., a New York-based
municipal bond insurance company that helps state and local
governments pay for infrastructure projects, asked U.S. Bankruptcy
Judge Thomas B. Bennett to order Jefferson County to produce
documents.

Jefferson County commissioners indicated that they hope they are
taking another step closer toward getting out of bankruptcy, Fox
News reported.

                      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.


K-V PHARMACEUTICAL: Lands Financing, Settlement; Plan Outlined
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that K-V Pharmaceutical Co. reached a settlement with its
primary antagonist, arranged $85 million in financing, and laid
out the terms of a reorganization plan where holders of
$225 million in senior secured notes will end up with 82% of the
stock.

Hologic Inc., owed $95 million plus royalties for the Makena drug,
was asking the bankruptcy judge to grant permission to foreclose
rights to Makena.

According to the report, the settlement, coming to bankruptcy
court for approval on Dec. 26, will pay Hologic $60 million cash
in satisfaction of all claims.  The payment will be funded by the
new loan, also set for approval on Dec. 26.  The Hologic
settlement requires payment by year's end.

The report adds that Silver Point Finance LLC is agent for the new
lenders who are to have a lien ahead of existing secured debt.
The loan will accrue interest a 9 percentage points more than the
London interbank offered rate.  Half of interest may be paid by
issuing more debt.  The new loan will roll over into a first-lien
facility to finance an emergence from the Chapter 11
reorganization begun in August.

In addition to 82% of the new stock, the senior secured
noteholders will receive a $50 million second-lien term loan.
Holders of $200 million in convertible notes are to have 3% of the
new stock plus the right to participate in a $20 million rights
offering for more stock at a price related to full payment of the
senior notes.  The plan, yet to be filed, will pay cash for
unsecured claims at an amount to be negotiated with the new
lenders.  The plan is supported by senior noteholders, according
to a court filing.

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

The first-lien notes last traded Dec. 12 for 74.875 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The secured notes more
than doubled in price since Oct. 9.  The $200 million in 2.5%
contingent convertible subordinated notes due 2033 last traded
Dec. 12 for 16 cents on the dollar, according to Trace.  The price
almost quadrupled since Oct. 1.

                     About K-V Pharmaceutical

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

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

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

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

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


KARA HOMES: Lehman Unit Has $2.9MM Unsecured Deficiency Claim
-------------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan granted, in part, a request
filed on behalf of the Liquidating Trustee of Kara Homes Inc.
seeking to reduce the claim of Lehman Commercial Paper, Inc.,
against Kara Homes by the full amount of Lehman's credit bid for
the Debtor's asset; resulting in an unsecured deficiency claim in
the amount of $2,953,802.

Lehman opposed the Trustee's Motion, arguing that the claim should
not be reduced by the full amount of the credit bid, but rather
that a valuation hearing is necessary to establish the deficiency.

Lehman, as the successor in interest to National City Bank, filed
a timely proof of claim in the amount of $16,165,255.75 evidencing
the Debtors' debt to Lehman pursuant to loan documents executed by
debtor Glen Eyre, LLC, and guaranteed by Kara Homes.  Prepetition,
Glen Eyre was divided into development projects to be completed in
two phases known as Glen Eyre I and Glen Eyre II.  The Debtors
sold Glen Eyre I to a third party purchaser and used the proceeds
of the sale to make partial payment to Lehman.  Lehman then credit
bid a portion of its secured debt in the amount of $8 million at
the Debtors' auction of Glen Eyre II pursuant to 11 U.S.C. Sec.
363(b).

Lehman acknowledges that its claim against the Debtors should be
reduced by the sale proceeds received from the sale of Glen Eyre I
in the amount of $5,211,453.34.  However, the parties disagree as
to the amount of the resulting unsecured deficiency claim owing to
Lehman as a result of Lehman's purchase of Glen Eyre II by its $8
million credit bid.

Bernard A. Katz, the Kara Homes Trustee, submits that Lehman's
claim should be reduced by the $8 million credit bid, leaving an
unsecured deficiency claim in the amount of $2,953,802.41.  Lehman
contends that the amount which it bid at auction is not
determinative of the value of the project for purposes of
establishing a deficiency claim.  Lehman requests a fair market
valuation hearing to determine the amount of the remaining
deficiency.

Judge Kaplan denied Lehman's request for a valuation hearing.

Judge Kaplan said, "The existence of a windfall is possible only
if it could be shown that Glen Eyre II was worth substantially
more or substantially less than $8 million at the time of the
auction.  If the project was worth more than $8 million, then
Lehman enjoys the windfall.  Conversely, if the project was worth
less, the Debtors benefit from the amount paid at auction.  The
Trustee does not submit that the value of Glen Eyre II was
different than the $8 million credit bit.  Oddly, neither does
Lehman argue that $8 million did not accurately represent the
value of Glen Eyre II.  Rather, Lehman asserts simply that it is
entitled to a valuation hearing to determine the value without
proffering any evidence to suggest that the value differs from the
amount of the credit bid."

"Further, Lehman does not, and seemingly cannot, offer any
explanation as to the purpose behind their $8 million bid.  A
common sense approach suggests that Lehman purchased the property
at that price because it believed Glen Eyre II's value to be equal
to, or greater than, $8 million," continued Judge Kaplan.  "As
counsel for the Trustee pointed out during the November 19th
hearing, Lehman is a sophisticated business entity. If Lehman
truly believed that the value of Glen Eyre II was less than $8
million at the time of the auction, it could have, and logically
would have, let the property go to a junior bidder or credit bid
in a lesser amount.  Lehman has offered no evidence to suggest
that the property was worth less than $8 million at the time of
the auction and Lehman fails to provide a business justification
for the amount of its credit bid."

According to Judge Kaplan, an 'after the fact' judicial re-
recreation of a market sale is not warranted where the Court
reasonably can infer from the circumstances of the sale that the
amount of a credit bid by the secured party reflects the bidder's
informed assessment of the collateral's fair market value.

"Based upon the information before the Court, there is nothing to
suggest that the amount of the credit bid differs from the actual
value of Glen Eyre II at the time of the auction.  In the absence
of a business justification for bidding a value greater than the
value of the property, the Court will not compel a valuation
hearing."

The Kara Homes Trustee's initial moving papers request that
Lehman's claim be expunged in its entirety in light of the fact
that the claim was satisfied by sale proceeds and is a non-
recourse claim against the Reorganized Debtors.  The Trustee later
changed his position.

The Kara Homes Trustee also submitted that it would be inequitable
to hold a valuation hearing now, more than five years after the
auction of Glen Eyre II, because Lehman could potentially benefit
from changes in the real estate market.  According to Judge
Kaplan, the significant time lapse is due in no part to a fault or
failure on behalf of Lehman.  Lehman timely filed its claim.  The
Debtors and the Trustee received several extensions to their
deadline to object to claims, which resulted in a significant gap
between the date of the auction and the date that the value of the
remaining deficiency claim became a disputed issue.

"It would be inequitable for this Court to allow the Trustee to
rely upon a time lapse, for which he shares responsibility, in
support of his argument against a valuation hearing.  However, the
Court finds that this significant time difference has little
bearing on the Court's decision. The Court's analysis, and
ultimate ruling, would remain the same even if Lehman sought a
valuation hearing a mere week following the auction," Judge Kaplan
said.

A copy of Judge Kaplan's Dec. 11 Memorandum Decision is available
at http://is.gd/DyH1nMfrom Leagle.com.

Mariah Murphy, Esq. -- murphym@ballardspahr.com -- at Ballard
Spahr, LLP, argues for for Lehman Commercial Paper, Inc.

                      About Kara Homes Inc.

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represented the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represented the Official
Committee of Unsecured Creditors.  Traxi LLC served as the
Debtors' crisis manager.  The Debtors engaged Perry M.
Mandarino as chief restructuring officer, and Anthony Pacchia
as chief financial officer.  When Kara Homes filed for protection
from its creditors, it listed total assets of $350,179,841 and
total debts of $296,840,591.

As reported by the Troubled Company Reporter on October 5, 2007,
the Hon. Michael B. Kaplan confirmed Kara Homes Inc. and its
debtor-affiliates' Amended Chapter 11 Plan of Reorganization.

Kenneth Baum, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., represents Bernard A. Katz, the Liquidating Trustee under
the Plan.


KGB: Moody's Says First Lien Term Loan Repayment Credit Neutral
---------------------------------------------------------------
Moody's Investors Service said that kgb's (B2, Stable) repayment
of the remaining $60 million outstanding balance (as of 9/30/2012)
on its $292 million first lien term loan due December 1, 2012 is
credit neutral.

kgb is a non-carrier provider of directory assistance services in
Europe and North America. The company generates the majority of
its revenue from branded telephone directory assistance calls in
Europe. A smaller proportion of revenue comes from the company's
directory assistance business in regulated North American markets,
predominantly from two large wireless customers that have
outsourced these calls to kgb, and also from outsourced call
center services and an internet-based daily deals site. The
company generated revenue of $458 million for the twelve months
ended 9/30/2012.


LAKEWOOD ENG'G: High Court Won't Review IP Deals' Validity
----------------------------------------------------------
Django Gold at Bankruptcy Law360 reports that bankruptcy trustees
in the Seventh Circuit can't dispense with the intellectual
property rights guaranteed to a licensee under an existing
contract following the U.S. Supreme Court's Monday refusal to take
up an appeal launched by Sunbeam Products Inc.

The high court denied the petition for certiorari filed by
Sunbeam, which, after purchasing the assets of Lakewood
Engineering & Manufacturing Co., had sought to stop a Lakewood
licensee from utilizing the company's patents and trademarks as
set out in the existing licensing agreement, Bankruptcy Law360
relates.


LCI HOLDING: Proposes March 5 Auction for Hospitals
---------------------------------------------------
LifeCare Holdings Inc., the operator of 27 long-term acute-care
hospitals in 10 states, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 12-13319) with plans to sell assets to its
secured lenders.

LifeCare and its affiliates have agreed to sell their assets to
their existing lenders in exchange for debt, absent higher and
better offers in an auction.  The secured lenders have also agreed
to provide financing for the Chapter 11 effort.

Prepetition, LifeCare solicited offers from potential buyers but
it failed secure an offer that would fully pay $353.4 million
owing on the secured credit facility where JPMorgan Chase Bank NA
is agent.

Under the bid procedures that need approval from the bankruptcy
judge, the Debtors will continue accepting initial offers for the
assets until Feb. 27, 2013.  If offers are received by the bid
deadline, an auction will be conducted on March 5, 2013 at 10:00
a.m. at the offices of Skadden, Arps, Slate, Meagher & Flom LLP,
in New York.

Hospital Acquisition LLC, the entity formed by the secured
lenders, will be the stalking horse bidder at the auction.  In the
event that the Debtors pursue a sale of the assets to another
buyer, Hotel Acquisition will receive an expense reimbursement of
up to $1 million.

The parties' asset purchase agreement will be terminated if the
Bankruptcy Court has not approved the bidding procedures by Jan.
11, 2013, if the sale hearing has not taken place by March 12,
2013, and a sale order has not been entered prior to March 14,
2013.

                         First Day Motions

Aside from the bidding procedures and the DIP financing motions,
the Debtor filed requests to, among other things;

   -- employ KCC as notice and claims agent;

   -- jointly administer their Chapter 11 cases;

   -- continue their ordinary course banking practices;

   -- pay employee and payroll obligations and certain taxes;

   -- pay insurance premiums;

   -- honor tax liabilities; and

   -- pay prepetition claims of critical vendors; and

   -- provide adequate assurance of postpetition payment to
      utilities;

The Debtors continue to do business with two types of vendors
whose goods and services are essential to the Debtors' operations:
(i) physicians and (ii) suppliers of goods and other services.
The Debtors intend to pay up to $3.25 million to 367 physicians
and 59 suppliers that are essential to the business.

The Debtors have also filed a motion to extend the deadline to
file their schedules of assets and liabilities and statements of
financial affairs from Jan. 10, 2013 to Feb. 9, 2013.

There's a hearing on the first day motions on Dec. 13.

                         $482 Million Debt

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

LifeCare didn't make an interest payment in August on the
subordinated notes.

The Debtors ended up in bankruptcy following lower Medicare and
Medicaid reimbursement rates and losses incurred when three
hospitals in New Orleans were damaged by Hurricane Katrina,
according to court papers.  The Debtors also blamed a five-year
moratorium on the construction or expansion of LTAC facilities.

Aside from soliciting offers for the assets, LifeCare prepetition
engaged in talks with the secured lenders and noteholders to try
to effect a consensual restructuring of its balance sheet.  The
Debtors presented an initial proposal but the noteholders provided
no response.  The secured lenders submitted a counterproposal
which called for a sale of the assets through a credit bid.

LifeCare reported a $107.4 million net loss and a $107 million
operating loss on revenue of $376.2 million for the 9 months ended
Sept. 30, 2012.  For 2011, there was a $34.8 million net loss on
net revenue of $415.4 million.

                          About LifeCare

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

LifeCare said the Chapter 11 case will "most likely" be converted
to liquidation in Chapter 7 following the sale, according to
Bloomberg News.

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

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


LCI HOLDING: Proposes $25 Million of DIP Financing
--------------------------------------------------
LCI Holding Company Inc., is seeking approval to use cash
collateral and obtain debtor-in-possession financing from its
existing secured lenders.

Certain of the prepetition lenders, led by JPMorgan Chase Bank,
N.A., as DIP agent, have agreed to provide:

  (i) a senior secured first priority delayed draw term loan
      facility in an amount of $15 million; and a

(ii) senior secured first priority revolving facility in the
      amount of $10 million.

The term loan facility and revolving facility will mature in six
months or earlier, if milestones are not achieved.

The Debtor will pay a $250,000 work fee to the DIP Agent upon
entry of the cash collateral order.

The Debtors said approval of the DIP Credit Agreement will provide
them with the financing they need to pay current and ongoing
operating expenses, including postpetition wages and salaries,
utility costs, and vendor costs, especially those critical to
patient care.

The DIP agreement requires the Debtors to obtain approval of the
bidding procedures and the DIP financing by Jan. 11, 2013.

The Debtors said that options for postpetition financing were
significantly limited by the prepetition lenders' liens on
substantially all of the assets.

                          About LifeCare

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

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

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

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

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


LCI HOLDING: Employs Skadden Arps as Bankruptcy Counsel
-------------------------------------------------------
LCI Holding Company, Inc. and its debtor-affiliates filed an
application to employ Skadden, Arps, Slate, Meagher & Flom LLP as
bankruptcy counsel, nunc pro tunc to the petition date.

Beginning in May 2012, Skadden assisted the Debtors in the
exploration of various strategic alternatives, including a
potential recapitalization, sale or other out-of-court
transaction.  Simultaneously, at the Debtors' request, Skadden
assisted the Debtors in preparing for the possibility of
commencing Chapter 11 cases.

The Debtors have selected Skadden because of the firm's extensive
knowledge and recognized expertise in the field of debtors' and
creditors rights and business reorganizations.

In the Chapter 11 cases, Skadden will provide the services of
legal counsel necessary to enable the Debtors to execute
faithfully their duties as debtors in possession.

Skadden will coordinate with conflicts counsel Young Conaway
Stargatt & Taylor LLP and other professionals to avoid unnecessary
duplication of efforts.

Skadden's fees are based upon its standard bundled hourly rates.
The firm will not be seeking to be separately billed for certain
staff, clerical and resource charges.  Currently the hourly rates
range from $840 to $1,150 for partners, $815 to $985 for counsel,
$364 to $755 for associates and $195 to $310 for legal assistants.
Effective Jan. 1, 2013, the rates will rise to $840 to $1,220 for
partners, $845 to $930 for counsel, $365 to $795 for associates
and $195 to $325 for legal assistants.

                          About LifeCare

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

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

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

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

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


LCI HOLDING: Proposes Huron's Stuart Walker as Interim CFO
----------------------------------------------------------
LCI Holding Company Inc., and its affiliates filed a motion
pursuant to 11 U.S.C. Sec. 105(a) and 363(b) to (i) retain Huron
Management Services LLC to provide an interim chief financial
officer and certain additional personnel and (ii) designate the
firm's Stuart Walker as interim CFO, nunc pro tunc to the
bankruptcy filing.

The Debtors' former CFO resigned from his position in August.
Given the uncertainty of the outcome of the sale process, the
search for a replacement focused on consultants who could serve in
an interim capacity.  After reviewing the credentials of the
candidates, the Debtors tapped Mr. Walker as CFO effective
Aug. 15.

In the Chapter 11 cases, Mr. Walker and the additional personnel
to be provided by Huron will, among other things:

   -- oversee and control the preparation of the Debtors' 13 week
      cash flow forecast and financial disclosures;

   -- provide assistance in connection with communications and
      negotiations with constituents.

   -- provide recommendations with respect to the implementation
      of the reorganization efforts.

The rates Huron will charge for the engagement are:

           Interim CFO             $65,000 per month
           Managing Director       $675 to $750 per hour
           Senior Director         $550 to $620 per hour
           Director                $550 to $620 per hour
           Manager                 $420 to $535 per hour
           Associate               $350 per hour
           Analyst                 $250 per hour

The Debtors will be billed for all out-of-pocket expenses
reasonably incurred by Huron.

                          About LifeCare

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

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

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

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

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


LCI HOLDING: Engages KCC as Claims and Notice Agent
---------------------------------------------------
LCI Holding Company Inc., and its affiliates filed an application
to employ Kurtzman Carson Consultants LLC as notice and claims
agent, nunc pro tunc to the Chapter 11 petition date.  The Debtors
say they need the services of a claims agent because they have
thousands of potential creditors and thousands of other parties-
in-interest.  The fees to be charged by KCC are set forth in an
agreement for services dated Nov. 7, 2012.  Prepetition, the
Debtors paid KCC an initial retainer of $25,000.

KCC will bill the Debtors at a 30% discounted rate for its
consulting services:
                                           Discounted
       Position                            Hourly Rate
       --------                            -----------
       Clerical                             $28 to $42
       Project Specialist                   $56 to $98
       Technology/Programming Consultant    $70 to $140
       Consultant                         $87.5 to $140
       Senior Consultant                 $157.5 to $192.5
       Senior Managing Consultant          $295 to $192.5

As for the noticing services, the firm will charge $0.10 per page
for domestic facsimile, and $50 per 1,000 e-mails for electronic
noticing, and $0.10 per notice for claim acknowledgement cards.
For the claims administration and management, KCC will waive the
fee for a case-specific public website hosting but will charge
$0.10 per creditor per month for license fee and data storage.
For its call center support services, KCC will charge $0.45 per
minute for its interactive voice response (IVR).

Albert Kass, vice president of Corporate Restructuring Services
for KCC, says the firm neither holds nor represents any interest
materially adverse to the Debtors' estates in connection with any
matter on which it would be employed and that it is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code

The claims agent may be reached at:

         Drake D. Foster
         KURTZMAN CARSON CONSULTANTS LLC
         2335 Alaska Ave.
         El Segundo, CA 90245
         Tel: (310) 823-9000
         Fax: (310) 823-9133
         E-mail: dfoster@kccllc.com

                          About LifeCare

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

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

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

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

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


LE-NATURE'S INC: Judge Approves $30-Mil. Settlement
---------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Thomas P. Agresti approved a $30 million settlement between
Le-Nature's Inc. and two companies, The CIT Group/Equipment
Financing Inc. and Krones AG, who allegedly were sucked into the
equipment-financing portion of the $668 million fraud that
bankrupted Le-Nature's.

Bankruptcy Law360 relates that Judge Agresti approved the pair of
settlements he said save Le-Nature's liquidation trustee Marc S.
Kirschner litigation expenses while allowing him to litigate other
claims and make distributions to creditors.

                         About Krones Inc

Krones Inc. is the United States subsidiary of Krones AG,
Neutraubling, Germany, a world leader in the manufacture of fully
integrated packaging and bottling line systems as well as
integrated brew house and processing systems, IT solutions and
warehouse logistics systems.  The company has facilities
strategically located around the globe. Krones' United States
headquarters is in Franklin, Wis., a suburb of Milwaukee.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks.  Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations.  Within several days, Kroll
uncovered massive fraud at Le-Nature's.  On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  Kroll converted the proceedings from
Chapter 7 to Chapter 11.

On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.

The Debtors' cases were jointly administered.  The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee.  David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors.  Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq.,
at Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders.  Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.

On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.


LEHMAN BROTHERS: Has $2.9MM Deficiency Claim Against Homebuilder
----------------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan granted, in part, a request
filed on behalf of the Liquidating Trustee of Kara Homes Inc.
seeking to reduce the claim of Lehman Commercial Paper, Inc.,
against Kara Homes by the full amount of Lehman's credit bid for
the Debtor's asset; resulting in an unsecured deficiency claim in
the amount of $2,953,802.

Lehman opposed the Trustee's Motion, arguing that the claim should
not be reduced by the full amount of the credit bid, but rather
that a valuation hearing is necessary to establish the deficiency.

Lehman, as the successor in interest to National City Bank, filed
a timely proof of claim in the amount of $16,165,255.75 evidencing
the Debtors' debt to Lehman pursuant to loan documents executed by
debtor Glen Eyre, LLC, and guaranteed by Kara Homes.  Prepetition,
Glen Eyre was divided into development projects to be completed in
two phases known as Glen Eyre I and Glen Eyre II.  The Debtors
sold Glen Eyre I to a third party purchaser and used the proceeds
of the sale to make partial payment to Lehman.  Lehman then credit
bid a portion of its secured debt in the amount of $8 million at
the Debtors' auction of Glen Eyre II pursuant to 11 U.S.C. Sec.
363(b).

Lehman acknowledges that its claim against the Debtors should be
reduced by the sale proceeds received from the sale of Glen Eyre I
in the amount of $5,211,453.34.  However, the parties disagree as
to the amount of the resulting unsecured deficiency claim owing to
Lehman as a result of Lehman's purchase of Glen Eyre II by its $8
million credit bid.

Bernard A. Katz, the Kara Homes Trustee, submits that Lehman's
claim should be reduced by the $8 million credit bid, leaving an
unsecured deficiency claim in the amount of $2,953,802.41.  Lehman
contends that the amount which it bid at auction is not
determinative of the value of the project for purposes of
establishing a deficiency claim.  Lehman requests a fair market
valuation hearing to determine the amount of the remaining
deficiency.

Judge Kaplan denied Lehman's request for a valuation hearing.

Judge Kaplan said, "The existence of a windfall is possible only
if it could be shown that Glen Eyre II was worth substantially
more or substantially less than $8 million at the time of the
auction.  If the project was worth more than $8 million, then
Lehman enjoys the windfall.  Conversely, if the project was worth
less, the Debtors benefit from the amount paid at auction.  The
Trustee does not submit that the value of Glen Eyre II was
different than the $8 million credit bit.  Oddly, neither does
Lehman argue that $8 million did not accurately represent the
value of Glen Eyre II.  Rather, Lehman asserts simply that it is
entitled to a valuation hearing to determine the value without
proffering any evidence to suggest that the value differs from the
amount of the credit bid."

"Further, Lehman does not, and seemingly cannot, offer any
explanation as to the purpose behind their $8 million bid.  A
common sense approach suggests that Lehman purchased the property
at that price because it believed Glen Eyre II's value to be equal
to, or greater than, $8 million," continued Judge Kaplan.  "As
counsel for the Trustee pointed out during the November 19th
hearing, Lehman is a sophisticated business entity. If Lehman
truly believed that the value of Glen Eyre II was less than $8
million at the time of the auction, it could have, and logically
would have, let the property go to a junior bidder or credit bid
in a lesser amount.  Lehman has offered no evidence to suggest
that the property was worth less than $8 million at the time of
the auction and Lehman fails to provide a business justification
for the amount of its credit bid."

According to Judge Kaplan, an 'after the fact' judicial re-
recreation of a market sale is not warranted where the Court
reasonably can infer from the circumstances of the sale that the
amount of a credit bid by the secured party reflects the bidder's
informed assessment of the collateral's fair market value.

"Based upon the information before the Court, there is nothing to
suggest that the amount of the credit bid differs from the actual
value of Glen Eyre II at the time of the auction.  In the absence
of a business justification for bidding a value greater than the
value of the property, the Court will not compel a valuation
hearing."

The Kara Homes Trustee's initial moving papers request that
Lehman's claim be expunged in its entirety in light of the fact
that the claim was satisfied by sale proceeds and is a non-
recourse claim against the Reorganized Debtors.  The Trustee later
changed his position.

The Kara Homes Trustee also submitted that it would be inequitable
to hold a valuation hearing now, more than five years after the
auction of Glen Eyre II, because Lehman could potentially benefit
from changes in the real estate market.  According to Judge
Kaplan, the significant time lapse is due in no part to a fault or
failure on behalf of Lehman.  Lehman timely filed its claim.  The
Debtors and the Trustee received several extensions to their
deadline to object to claims, which resulted in a significant gap
between the date of the auction and the date that the value of the
remaining deficiency claim became a disputed issue.

"It would be inequitable for this Court to allow the Trustee to
rely upon a time lapse, for which he shares responsibility, in
support of his argument against a valuation hearing.  However, the
Court finds that this significant time difference has little
bearing on the Court's decision. The Court's analysis, and
ultimate ruling, would remain the same even if Lehman sought a
valuation hearing a mere week following the auction," Judge Kaplan
said.

A copy of Judge Kaplan's Dec. 11 Memorandum Decision is available
at http://is.gd/DyH1nMfrom Leagle.com.

Mariah Murphy, Esq. -- murphym@ballardspahr.com -- at Ballard
Spahr, LLP, argues for for Lehman Commercial Paper, Inc.

                      About Kara Homes Inc.

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represented the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represented the Official
Committee of Unsecured Creditors.  Traxi LLC served as the
Debtors' crisis manager.  The Debtors engaged Perry M.
Mandarino as chief restructuring officer, and Anthony Pacchia
as chief financial officer.  When Kara Homes filed for protection
from its creditors, it listed total assets of $350,179,841 and
total debts of $296,840,591.

As reported by the Troubled Company Reporter on October 5, 2007,
the Hon. Michael B. Kaplan confirmed Kara Homes Inc. and its
debtor-affiliates' Amended Chapter 11 Plan of Reorganization.

Kenneth Baum, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., represents Bernard A. Katz, the Liquidating Trustee under
the Plan.


LIGHTSQUARED INC: LP Lenders' Standing Motion Adjourned to Jan. 9
-----------------------------------------------------------------
The hearing on the motion of the Ad Hoc Secured Group of
LightSquared LP Lenders for entry of an order granting it leave,
standing and authority to commence, prosecute and/or settle
certain claims of behalf of the estates of LightSquared, Inc., et
al., previously scheduled for Dec. 19, 2012, at 10:00 a.m., has
been adjourned.  The Hearing on the Standing Motion will now be
held before the Honorable Shelley C. Chapman, Judge of the United
States Bankruptcy Court for the Southern District of New York on
Jan. 9, 2013, at 10:00 a.m.

                       About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.




MASCO CORP: Moody's Cuts CFR/PDR to 'Ba3'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Masco Corporation's Corporate
Family and Probability of Default Ratings to Ba3 from Ba2. The
downgrade results from Moody's  view that Masco will have
difficulty generating the levels of earnings necessary to
significantly improve key debt leverage credit metrics, which will
remain weak for the foreseeable future. The company's speculative
grade liquidity rating remains SGL-1. Also, the rating outlook is
changed to stable from negative.

The following ratings/assessments were affected by this action:

  Corporate Family Rating downgraded to Ba3 from Ba2;

  Probability of Default Rating downgraded to Ba3 from Ba2;

  Senior unsecured notes ratings downgraded to Ba3 (LGD4, 52%)
  from Ba2 (LGD4, 52%);

  Various shelf securities downgraded to (P)Ba3/(P)B2 from
  (P)Ba2/(P)B1.

The company's speculative grade liquidity rating remains SGL-1.

Rating Rationale

The downgrade of Masco's Corporate Family and Probability of
Default Ratings to Ba3 from Ba2 reflects Moody's  view that the
company's level of earnings relative to its debt service
requirements and the amount of debt utilized in its capital
structure will result in key credit metrics that are in line with
lower rated entities. However, Moody's anticipates improvement in
the home repair and remodeling as well as new home construction
sectors, the main drivers of the company's revenues and earnings.
Moody's forecasts Masco's interest coverage defined as EBITA-to-
interest expense could near 2.0 times by mid-2014 from 1.5 times
for LTM 3Q12 and debt-to-EBITDA may trend towards 5.0 times from
6.1 times at September 30, 2012 (all ratios incorporate Moody's
standard adjustments). Despite Moody's  expectations of improving
results, key credit metrics will remain under pressure for an
extended period of time, and weaker than those that Moody's
previously identified as thresholds for potential negative rating
actions. At the extreme end of the discretionary home repair
spectrum is Masco's cabinets division, which Moody's anticipates
will continue to be a drag on earnings for the foreseeable future.
Its installation and other services segment's ability to generate
significant operating earnings will remain constrained although
Moody's  forecast estimates that new housing starts will rise
steeply to 750,000 in 2012 and up to 875,000 in 2013 from 610,000
in 2011. Cash interest payments remain high and are currently
about $245 million per year. But this amount will fall by $14.25
million (on an annualized basis) once the 7.125% $200 million
senior unsecured notes that mature in August 2013 are fully
redeemed. Moody's  forward-looking estimates incorporate this
possibility.

The change in rating outlook to stable from negative reflects
Moody's  view that Masco is better positioned at the lower rating.
The company's very good liquidity profile, characterized mainly by
about $1.2 billion of cash on hand and $1.0 billion of revolver
availability at 3Q12, provides an offset to its inadequate debt
credit metrics.

The downgrade of Masco's senior unsecured debt to Ba3 from Ba2
results from the lowering of the company's corporate family
rating. The senior unsecured notes, which are pari passu to each
other, represent the preponderance of debt in Masco's capital
structure, and are therefore rated in line with the corporate
family rating.

Positive rating actions are improbable until Masco demonstrates
its ability to generate significant earnings, resulting in EBITA-
to-interest expense approaching 3.5 times or debt-to-EBITDA
trending towards 3.75 times (all ratios incorporate Moody's
standard adjustments). Over the longer term Masco must also
address the maturity of $500 million senior unsecured notes due
June 2015 and $1 billion senior unsecured notes due October 2016,
a significant wall of maturing debt even for a company with
Masco's robust liquidity profile.

Negative rating pressures are unlikely over the near term, as
Moody's anticipates some improvement in Masco's core operating
performance while the company maintains its excellent liquidity
profile. However, any deterioration in the company's liquidity
profile without offsetting debt reduction could pressure the
ratings.

The principal methodology used in rating Masco was the Global
Manufacturing Industry Methodology, published December 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Masco Corporation, headquartered in Taylor, MI, is one of the
largest North American manufacturers producing a myriad of home
improvement and building products including faucets, cabinets,
architectural coatings and windows. It is also one of the largest
installers of insulation and other products for the new home
construction market. The Company distributes products through
multiple channels including home builders, wholesale and retail
distribution chains. North American operations generated slightly
less than 80% of its total sales. Revenues for the twelve months
through September 30, 2012 totaled about $7.6 billion.


METHANEX CORP: Moody's Rates $300MM Sr. Unsecured Notes 'Ba1'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Methanex
Corporation's new notes due 2019. Methanex's Ba1 Corporate Family
Rating (CFR) and existing debt ratings were unaffected. Proceeds
from the new debt issue will be used for capital expenditures and
general corporate purposes. The outlook is positive.

The following summarizes the ratings:

Methanex Corporation

Ratings assigned

  $300 million senior unsecured notes due 2019 -- Ba1 (LGD4, 61%)

Existing Ratings:

  Corporate Family Rating -- Ba1

  Probability of Default Rating -- Ba1

  $150 million senior unsecured notes due 2015 -- Ba1 (LGD4, 61%)

  $250 million senior unsecured notes due 2022 -- Ba1 (LGD4, 61%)

  Shelf (senior unsecured debt) -- (P)Ba1

Outlook -- Positive

Ratings Rationale

The bond proceeds will partially fund the $550 million cost of
relocating an existing idle methanol plant from Chile to Geismar,
Louisiana. Methanex announced in November that it received the
required air permits for the operation of the plant in Louisiana
from the EPA and State of Louisiana. It expects to start producing
methanol at the new site by the end of 2014. The relocation and
construction spending will like result in Methanex not producing
positive free cash flow in 2013 and the first half of 2014. If the
firm elects to relocate a second plant from Chile to Geismar, a
project the company has said it is evaluating, then Moody's would
not expect Methanex to produce positive free cash flow until 2015.

Methanex's ratings reflect its significant market share as the
world's largest methanol producer, geographic diversity, strong
cash balances and liquidity, and logistics assets and benefits
associated with selling high volumes of methanol. The methanol
industry pricing has supported attractive profit margins in 2011-
2012. The company has secured new gas contracts to support
operations of all its capacity in New Zealand, allowing it to
restart idle capacity. The limited new industry capacity that has
been announced is expected to be absorbed by the market without
disrupting methanol pricing. The company's relatively conservative
financial philosophy for a Ba1 issuer also benefits the rating.
The ratings are tempered by the single commodity petrochemical
product portfolio, cyclical nature of pricing and demand in the
methanol market, inconsistent supplies of natural gas feedstock.
The ratings are further limited by the exposure to changes of
foreign government policies (e.g., potential political unrest in
Egypt) and the high amount of operating leases which materially
increases adjusted debt.

The outlook on Methanex's ratings was moved to positive in
February 2012, reflecting Methanex's strong financial strength
credit metrics supportive of a higher rating, its improved
methanol production asset profile, expectations that investment
opportunities currently under consideration by the company will
add to the company's production capacity and favorable industry
conditions.

The rating could be upgraded if the company continues to be
supplied with sufficient attractively priced natural gas to
operate its plants, continues to smoothly operate its Egyptian
plant, makes substantial progress towards relocating a methanol
plant from Chile to the US Gulf Coast and is expected to return to
generating substantial positive free cash flow. Significant
negative free cash flow resulting from lower than expected
operating cash flow or heightened spending on additional
investment opportunities would temper Moody's  view of the rating.

The principal methodology used in rating Methanex 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.

Methanex, based in Vancouver, British Columbia, is the world's
largest producer of methanol, its only product. Methanex operates
methanol production facilities located in Canada, Chile, Egypt,
New Zealand and Trinidad. The 1.3 million metric ton p.a. plant in
Egypt (owned by a joint venture in which Methanex has a 60%
interest) started production in March 2011 and is the latest
addition to its asset base. The company restarted its Canadian
(Medicine Hat) plant in 2011; it had been closed since 2001. The
company reported revenues of $2.7 billion for the twelve months
ended September 30, 2012.


MF GLOBAL: Former Trader Pleads Guilty in 2008 Debacle
------------------------------------------------------
Dow Jones Newswires' Jacob Bunge reports that Evan Dooley, a
former commodities trader at MF Global Holdings Ltd.'s Memphis,
Tenn., office, on Tuesday pleaded guilty in federal court in
Chicago to futures-trading violations in 2008 that resulted in a
$141 million loss for MF Global.  Dow Jones said Mr. Dooley, whose
trades jostled prices in wheat markets in February 2008, couldn't
be reached for comment.  His lawyer didn't respond to a request
for comment.  Dow Jones noted that the episode triggered senior
management changes at MF Global and raised red flags over its
internal risk controls.  The loss ultimately led to the arrival of
private-equity investor J. Christopher Flowers.

Dow Jones recounts that then-Chief Executive Kevin Davis left MF
Global in the fall of 2008 and was replaced by Bernard Dan, a
former CEO of the Chicago Board of Trade.  Mr. Dan resigned in a
March 2010 management shuffle that brought aboard Corzine, a
former Goldman Sachs Group chairman, as chief executive officer.

                          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 )


MICROBILT CORP: Suit Against Chex Dismissed to Allow Arbitration
----------------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan granted the motions of Chex
Systems, Inc. ("Chex"), and Certegy Ltd., to dismiss the Second
Amended Adversary Complaint filed against them by Microbilt
Corporation and CL Verify, LLC.  The Court held that all of the
claims asserted in the Complaint are subject to binding
arbitration.  The Court dismissed the Complaint to allow the
parties to pursue arbitration in the appropriate forum.

MicroBilt and CL Verify are engaged in risk management information
for small and medium sized businesses and are providers of
alternative data for non-traditional lenders.  MicroBilt and Chex
have a long-standing contractual relationship in which Chex sells
financial information to MicroBilt, who then resells the
Information to end users, including lenders such as credit unions,
payday lenders, and auto dealerships.  MicroBilt also resells the
Information through sales agents to their end users.

The lawsuit is, MICROBILT CORPORATION and CL VERIFY, LLC,
Plaintiffs, v. FIDELITY NATIONAL INFORMATION SERVICES, INC.,
CHEX SYSTEMS, INC. and CERTEGY LTD., Defendants, Adv. Proc. No.
12-01167 (Bankr. D.N.J.).  A copy of the Court's Dec. 11, 2012
Memorandum of Law is available at http://is.gd/UPWpu5from
Leagle.com.

Fidelity National Information Systems, Inc., wholly owns and
controls Chex and does business as "Chex Systems, Inc."  Certegy
is a business entity formed pursuant to the laws of the United
Kingdom, with a principal place of business in England.  Certegy
is in the business of providing United Kingdom public records,
historical consumer payment information, and related products and
services.

                   About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.


MILLENNIUM INORGANIC: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Millennium Inorganic Chemicals. The outlook is
stable.

"At the same time, we raised our issue-level ratings on the
company's first-lien revolving credit facility and term loan to
'BB+' from 'BB' and revised our recovery ratings to '1' from '2',
indicating our expectation for a very high recovery (90% to 100%)
in the event of a payment default," S&P said.

"We also affirmed our 'B+' issue-level rating on the company's
second-lien debt. The '5' recovery rating, indicating our
expectation for a modest (10% to 30%) recovery in the event of a
payment default, is unchanged," S&P said.

"The ratings on Millennium reflect the company's limited focus on
cyclical markets subject to commodity product cycles and our
limited visibility into its financial policy," said credit analyst
Seamus Ryan. "Our expectation that the company will maintain good
free cash flow and adequate liquidity partially offsets these
risks."

"The stable outlook reflects our expectation that, despite
weakened industry conditions, Millennium will maintain operating
results that support cash flow generation and financial metrics
appropriate for the ratings," S&P said.

"We could raise ratings modestly if TiO2 industry conditions
recover such that volumes begin to gradually improve and selling
prices stabilize. To consider higher ratings, we would also need
further clarity about the company's future capital structure
objectives, including plans to refinance the first- and second-
lien debt due 2014," S&P said.

"While we consider this scenario less likely, we could lower the
ratings if any of the downside risks to our forecast were to
materialize, including signs of an overexpansion of capacity, a
further reduction in end-market demand, or continued significant
increases in titanium ore prices. In such a scenario, a further
10% decline in volumes and EBITDA margins near 10% could lead to
FFO-to-total debt approaching 15%. Although we view this as
unlikely, an increase in debt to fund growth investments in the
parent company's business or returning capital to shareholders
would also constitute a risk," S&P said.


MIRANT CORP: Castex Investors Want $305MM Oil Lease Suit Dismissed
------------------------------------------------------------------
Jeremy Heallen at Bankruptcy Law360 reports that Castex Energy
Inc. and a group of investors told a Texas federal court that a
Mirant Corp. successor's suit alleging it was cheated in a
$305 million oil and gas lease sale should be dismissed because it
was filed too late.

The energy company and a large group of stakeholders known as the
Castex 1995 Investors argued in a pair of motions to dismiss that
MC Asset Recovery LLC's suit should have been filed during
Mirant's bankruptcy proceedings and is untimely under Texas law,
according to Bankruptcy Law360.

                          About Mirant

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.


MONITOR COMPANY: Committee Taps Mesirow as Financial Advisor
------------------------------------------------------------
BankruptcyData.com reports that Monitor Company Group Limited
Partnership's official committee of unsecured creditors filed with
the U.S. Bankruptcy Court a motion to retain Mesirow Financial
Consulting (Contact: Stephen B. Darr) as financial advisor at the
following hourly rates: senior managing director, managing
director and director at $895 to $950, senior vice-president at
$725 to $795, vice president at $625 to $695, senior associate at
$495 to $595, associate at $295 to $445 and paraprofessional at
$160 to $250.

                      About Monitor Company Group

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

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

The petitions were signed by Bansi Nagji, president.

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

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

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

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

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

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


MONITOR COMPANY: Carl Marks Approved as Restructuring Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Monitor Company Group Limited Partnership, et al., to employ Carl
Marks Advisory Group LLC as restructuring and financial advisor.

The Debtors, in their motion, will pay CMAG a fixed fee of
$450,000 per month, prorated for any partial months, billable in
advance commencing from the date of the Amended Consulting
Agreement and payable on the 15th day of each month.

The Debtors also agreed to these fees for CMAG:

   1. a monthly advisory fee of $75,000; and

   2. a completion fee of $300,000 plus 3% of the incremental
      consideration achieved above the value of the initial
      stalking horse bid.

Pursuant to an amended consulting agreement, CMAG received a
retainer equal to $425,000, to be applied against unpaid fees and
expenses, if any.  As of the Petition Date, CMAG held a retainer
of $425,000.

The Debtors also asked that CMAG be allowed to apply any remaining
amounts of its prepetition retainer as a credit towards
postpetition fees and expenses, after the postpetition fees and
expenses are approved.

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

                    About Monitor Company Group

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

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

The petitions were signed by Bansi Nagji, president.

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its counsel, and
Mesirow Financial Consulting, LLC, as its financial advisors.


MONITOR COMPANY: Epiq Bankruptcy OK'd as Administrative Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Monitor Company Group Limited Partnership, et al., to employ Epiq
Bankruptcy Solutions, LLC as administrative advisor.

Epiq is expected to, among other things:

   a. assist with, among other things, solicitation, balloting,
      and tabulation and calculation of votes, as well as
      preparing any appropriate reports, as required in
      furtherance of confirmation of plan(s) of reorganization;

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

   c. gather data in conjunction with the preparation, and assist
      with the preparation, of the Debtors' schedules of assets
      and liabilities and statements of financial affairs.

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

The Debtors earlier obtained Bankruptcy Court authority to employ
Epiq as claims and noticing agent.

                     About Monitor Company Group

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

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

The petitions were signed by Bansi Nagji, president.

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its counsel, and
Mesirow Financial Consulting, LLC, as its financial advisors.


MONITOR COMPANY: Pepper Hamilton Approved as Delaware Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Monitor Company Group Limited Partnership, et al., to employ
Pepper Hamilton LLP as Delaware counsel.  David B. Stratton,
partner at Pepper Hamilton and co-chair of Pepper Hamilton's
Corporate Restructuring and Bankruptcy Practice Group, assured the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                    About Monitor Company Group

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

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

The petitions were signed by Bansi Nagji, president.

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its counsel, and
Mesirow Financial Consulting, LLC, as its financial advisors.


MONITOR COMPANY: U.S. Trustee Forms 3-Member Creditors Committee
----------------------------------------------------------------
Roberta DeAngelis, U.S. Trustee for Region, 3 appointed three
persons to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Monitor Company Group Limited
Partnership, et al.

The Committee is comprised of:

      1. VHA Inc.
         Attn: Ann Thielke
         220 E. Las Colinas
         Irving, TX 75039
         Tel: (972) 830-6810
         Fax: (972) 830-0524

      2. Dr. Reed, Holden
         25 Barnes Hill Road
         Concord, MA 01742
         Tel: (978) 505-9449

      3. Intergreon, Inc.
         Attn: Michael Zuercher
         2011 Crystal Drive, Suite 200
         Alexandria, VA 22202
         Tel: (310) 375-9801
         Fax: (310) 375-9801

                     About Monitor Company Group

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

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

The petitions were signed by Bansi Nagji, president.

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its counsel, and
Mesirow Financial Consulting, LLC, as its financial advisors.


MONITOR COMPANY: Creditors Committee Taps Cole Schotz as Counsel
----------------------------------------------------------------
The Official Committee of unsecured Creditors in the Chapter 11
cases of Monitor Company Group Limited Partnership, et al., asks
the U.S. Bankruptcy Court for the District of Delaware for
permission to retain Cole, Schotz, Meisel, Forman & Leonard, P.A.,
as its counsel.

The hourly rates of Cole Schotz' personnel are:

         Norman L. Pernick, member             $765
         Michael D. Warner, member             $650
         Warren A. Usatine, member             $595
         Marc P. Press, member                 $555
         Ryan T. Jareck, associate             $310
         Kerri L. LaBrada, paralegal           $200
         Members                           $380 - $785
         Associates                        $210 - $400
         Paralegals                        $185 - $245

A hearing on Jan. 11, 2013, at 11 a.m. has been set.  Objections,
if any, are due Dec. 14, at 4 p.m.

                    About Monitor Company Group

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

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

The petitions were signed by Bansi Nagji, president.

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its counsel, and
Mesirow Financial Consulting, LLC, as its financial advisors.


MONITOR COMPANY: Committee Wants Mesirow as Financial Advisors
--------------------------------------------------------------
The Official Committee of unsecured Creditors in the chapter 11
cases of Monitor Company Group Limited Partnership, et al., asks
the U.S. Bankruptcy Court for the District of Delaware for
permission to retain Mesirow Financial Consulting, LLC, as its
financial advisors.

Mesirow Financial will, among other things:

   a. assist in the review of reports or filings as required by
      the Bankruptcy Court or the Office of the U.S. Trustee,
      including, but not limited to, schedules of assets and
      liabilities, statements of financial affairs and monthly
      operating reports;

   b. review the Debtors' financial information, including, but
      not limited to, analyses of cash receipts and disbursements,
      financial statement items and proposed transactions for
      which Bankruptcy Court approval is sought;

   c. review and analyze the reporting regarding cash collateral
      and any debtor-in-possession financing arrangements and
      budgets.

The firm will charge the Debtors' estates on an hourly basis.
MFC's normal and customary rates effective Jan. 1, 2013 are:

   Senior Managing Director, Managing
     Director and Director                    $895 - $950
   Senior Vice President                      $725 - $795
   Vice President                             $625 - $695
   Senior Associate                           $495 - $595
   Associate                                  $295 - $445
   Paraprofessional                           $160 - $250

The Committee relates that fees for services rendered from
Nov. 15, 2012 until Dec. 31, will be billed rates in effect at the
time the services are rendered.  The rates in effect until
Dec. 31, are:

   Senior Managing Director, Managing
     Director and Director                    $855 - $895
   Senior Vice President                      $695 - $755
   Vice President                             $595 - $655
   Senior Associate                           $495 - $555
   Associate                                  $315 - $425
   Paraprofessional                           $160 - $250

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

A hearing on Jan. 11, 2013 at 11 a.m. has been set.  Objections,
if any, are due Dec. 26, at 4 p.m.

                    About Monitor Company Group

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

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

The petitions were signed by Bansi Nagji, president.

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its counsel, and
Mesirow Financial Consulting, LLC, as its financial advisors.


MSR RESORT: Files New Chapter 11 Plan, Disclosure Statement
-----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that following a recent
$1.5 billion winning bid by a sovereign wealth fund for its five-
resort portfolio, MSR Resort Golf Course LLC filed a new Chapter
11 plan and disclosure statement in New York bankruptcy court,
calling for general unsecured creditors to receive full recovery.

                         About MSR Resort

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

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

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

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

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

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

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


MUNDY RANCH: Shareholder Fails to Block Sale of Lot
---------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz authorized Mundy Ranch, Inc.,
to sell 32.25 acres of vacant real property free and clear of any
claims, liens, or other interests pursuant to 11 U.S.C. Sec.
363(f).  The judge overruled the objection from Father Robert
Mundy, a 25% shareholder.

Father Mundy contends that the property cannot be sold free and
clear of his claim to the property because it is not an interest
subject to 11 U.S.C. Sec. 363(f).  Alternatively, Father Mundy
asserts that if he does have an interest in the property within
the meaning of 11 U.S.C. Sec. 363(f), the Court should sequester
all or a portion of the sale proceeds pending plan confirmation.

The Court, however, held that Mundy Ranch will be permitted to
sell the property free and clear of any interests, including the
interest of Father Mundy.  The Court noted that Father Mundy's
interest is already adequately protected by the restrictions on
Mundy Ranch's operations as a Chapter 11 debtor in possession and
other protections the Bankruptcy Code affords Father Mundy.  The
Court will not require that any sale proceeds be sequestered.

Father Robert Mundy is a shareholder of Mundy Ranch who owns,
either directly or indirectly, approximately 25% of the
outstanding stock of the corporation.  His father, James Mundy, is
the controlling shareholder of Mundy Ranch, owning, either
directly or indirectly, approximately 40% of the outstanding Mundy
Ranch stock.

On March 9, 2012, Father Mundy filed a lawsuit in state court due
to his dissatisfaction of the way James Mundy was managing Mundy
Ranch.  The complaint, filed in the First Judicial District Court
of New Mexico, and styled Robert L. Mundy v. James W. Mundy, Mundy
Ranch Incorporated, Mundy Family Revocable Trust, Mundy Ranch
Limited Partnership, and J & S Mundy Family Limited Partnership,
Case No. D-117-CV-2012-00098, seeks dissolution of Mundy Ranch and
a partition of all its property.

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

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel.  The
Debtor estimated assets of $10 million to $50 million and debts of
up to $10 million.


NEWPAGE CORP: Insurer Objects to Plan Over Asbestos Policies
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Liberty Mutual
Insurance Co. asked a Delaware bankruptcy judge to reject NewPage
Corp.'s reorganization plan unless the paper manufacturer takes
steps to preserve the insurer's rights under certain asbestos
liability policies.

Bankruptcy Law360 relates that Liberty Mutual said in an objection
that the plan contains an "extraordinarily broad" exculpation
provision that could be read to release NewPage from an obligation
to reimburse the insurer for defense and indemnity of asbestos
claims.

                          About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.


NORTHAMPTON GENERATING: Seeks Eighth Exclusivity Extension
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northampton Generating Co. LP still isn't saying when
a reorganization plan will be filed or what it will look like.
This week, the U.S. Bankruptcy Court in Charlotte, North Carolina,
extended the company's exclusive plan-filing rights to Jan. 8.

The company, according to the report, immediately filed a new
motion for the eighth extension of so-called exclusivity.  If
approved at a Jan. 3 hearing, the plan deadline will be pushed out
by a month to Feb. 7.

The company again said it's continuing to analyze options
regarding a reorganization plan.

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
the case.


NORTHSTAR AEROSPACE: Wants to Hire PwC Canada as Expert Witness
---------------------------------------------------------------
NSA (USA) Liquidating Corp., et al. ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ
PricewaterhouseCoopers LLP, an Ontario Limited Liability
Partnership as an expert witness.

The Debtors relate that PwC Canada is being jointly retained by
the Canadian Monitor.  The Canadian Monitor is responsible for
paying half of PwC Canada's fees and expenses, and the Debtors are
responsible for paying the other half of PwC Canada's fees and
expenses for the engagement.  The Canadian Monitor has paid PwC
Canada's initial retainer and will pay PwC Canada going forward in
accordance with its engagement letter.

PwC Canada will, among other things:

   a. conduct review and analysis of sale closing issues and
      prepare an expert report for arbitration;

   b. review the position of the purchaser regarding sale closing
      issues and prepare a critique report; and

   c. provide additional services as requested from time to time
      by the Debtors and agreed to by PwC Canada.

Michael Dobner, an associate partner in PwC Canada's Valuation,
Forensic and Disputes Group, tells the Court that an initial
retainer of C$15,000 plus applicable taxes will be paid upon
signature of the engagement letter.  Further retainer amounts will
be requested and paid as previous retainer is exhausted.

PwC Canada's standard hourly rates are:

         Partner/Associate Partner                $750
         Vice President/Senior Manager            $650
         Manager                                  $465
         Senior Associate                         $370
         Associate                                $235
         Other                                    $125

The Debtors have also agreed to indemnify and to make certain
payments to PwC Canada, for any and all third party claims,
liabilities, losses, damages, costs and expenses relating to the
services provided.

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

                     About Northstar Aerospace

Headquartered in Chicago, Illinois, Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

The names of the Debtors were changed as contemplated by the
approved sale transaction.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.

No creditors' committee has been appointed in the cases.  No
trustee or examiner has been appointed.


NORTHSTAR AEROSPACE: Taps PricewaterhouseCoopers as Expert Witness
------------------------------------------------------------------
BankruptcyData.com reports that Northstar Aerospace filed with the
U.S. Bankruptcy Court a motion to retain PricewaterhouseCoopers
(Contact: Michael Dobner) as expert witness at these hourly rates:
partner/associate partner at $750, vice president/senior manager
at $650, manager at $465, senior associate at $370, associate at
$235 and other at $125.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

The names of the Debtors were changed as contemplated by the
approved sale transaction.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  About 60%
of the assets and business are with the U.S. debtors.


OCEAN BREEZE: Lenders Want Case Dismissal or Lift Stay
------------------------------------------------------
Secured Creditors Cathie Teal, Gary Hendry and Marcia Hendry-Coker
ask the U.S. Bankruptcy Court for the Southern District of Florida
to dismiss the Chapter 11 case of Ocean Breeze Park Homeowners
Association, Inc., or in the alternative, grant lenders relief
from the automatic stay.

Prepetition, the Lenders provided $24,500,000 purchase money
financing to the Debtor to purchase shares of a corporation that
owned a residential mobile home park located in Jensen Beach,
Florida.

According to the Lenders, the Debtor has no equity in the property
and will be unable to propose a confirmable plan, at any time,
over lenders' objection.  Additionally, the value of lenders'
collateral, including the property, continues to decline during
the pendency of the case which is essentially a two-party dispute
between Debtor and lenders.

         About Ocean Breeze Park Homeowners' Association

Jensen Beach, Florida-based Ocean Breeze Park Homeowners'
Association, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 12-28820) in West Palm Beach on Aug. 3, 2012.
Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor disclosed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.


OMEGA HEALTHCARE: Fitch Assigns 'BB+' Subordinated Debt Rating
--------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to the $200 million
unsecured term loan due 2017 entered into by Omega Healthcare
Investors, Inc. (NYSE: OHI; Omega).  The loan bears interest at a
rate based on the company's credit ratings and is currently priced
at LIBOR + 175 basis points.  At closing, the company had $100
million in borrowings under the term loan facility with up to 120
days to borrow the full amount available.  Proceeds will be used
to repay amounts outstanding on the line of credit facility and
for future acquisitions.  The term loan was entered into in
conjunction with a new credit facility.  The term loan and line of
credit facility are subject to the same covenants as the previous
credit facility.

Fitch currently rates Omega as follows:

  -- Issuer Default Rating (IDR) 'BBB-';
  -- Unsecured revolving credit facility 'BBB-';
  -- Senior unsecured notes 'BBB-';
  -- Subordinated debt 'BB+'.

The ratings reflect the strength of the company's metrics (low
leverage, high fixed-charge coverage, stable cash flows and
exceptional liquidity due to no near-term maturities), which
offset the largest credit concern - the focus on skilled nursing
and assisted living facilities.  The high percentage of government
reimbursement and the corresponding regulatory risk to operators
of these facilities may place pressure on operator earnings.
Additionally, Fitch notes the company's small size ($2.8 billion
in assets), moderate geographic concentration (Florida and Ohio
collectively comprise 32% of total investments) and exposure to
smaller, un-rated operators.

Fixed-charge coverage is strong for the 'BBB-' rating. For the
trailing 12 months (TTM) ended Sept. 30, 2012, OHI's fixed-charge
coverage ratio was 3.1x, compared with 3.1x and 2.7x in full-year
2011 and 2010, respectively.  Contractual rental escalators drive
Fitch's expectation of fixed-charge coverage improving to 3.4x by
2014.  Fitch defines fixed-charge coverage as recurring operating
EBITDA less straight-line rents divided by total interest incurred
and preferred dividends.

Leverage is also strong for the 'BBB-' rating and continues to
decline. Leverage was 5.1x as of Sept. 30, 2012, as compared with
5.7x and 5.1x, respectively, as of Dec. 31, 2011 and 2010.  Fitch
forecasts that leverage will migrate to the mid-4.0x range through
2014 as the company acquires additional facilities funded evenly
through debt and equity.  Fitch calculates leverage as net debt-
to-recurring operating EBITDA.

OHI's liquidity is exceptionally strong with no debt maturities
before 2017 other than amounts outstanding on the unsecured
revolving line of credit in 2016.  The next maturity is the
aforementioned $200 million term loan in 2017.  OHI's back-ended
debt maturities, coupled with the lack of recurring capital
expenditures (due to the triple-net nature of the leases) provide
exceptional liquidity coverage.

Offsetting the credit positives is OHI's focus on skilled-nursing
facilities and assisted-living facilities, which are highly
reliant upon federal and state reimbursement.  More than 92% of
OHI's operator revenues are derived from public sources as of June
30, 2012.  Operators have experienced greater financial volatility
and stress when rates and/or reimbursement formulas have changed.
Healthcare legislation, together with budgetary concerns at both
the federal and state levels will likely continue to pressure
operator margins and operators' capacity to honor lease
obligations.

As expected, OHI's operators' coverage has weakened due to the
Centers for Medicare & Medicaid Services 2011 reimbursement rate
adjustment but remains solid (though not robust) at 2.0x and 1.6x,
respectively, for EBITDARM and EBITDAR as of June 30, 2012.  These
levels compare to 2.2x and 1.8x, respectively as of Dec. 31, 2011.
Master leases with cross-collateralization and EBITDAR coverage
covenants improve OHI's security but OHI remains at risk for
potential tenant defaults or requests for rental relief
concessions.

OHI's operators have been offsetting revenue declines through non-
rent operating expense cost savings.  Coverage metrics have
declined moderately but Fitch expects they will stabilize modestly
below current levels.

Contingent liquidity as measured by unencumbered assets-to-
unsecured debt is adequate, ranging between 1.6x and 2.2x at
capitalization rates of 9.0% to 12.0%.  This ratio will likely
remain flat as the company acquires properties on a leverage-
neutral basis.

The one-notch differential between Omega's IDR and the
subordinated debt assumed as part of the CapitalSource transaction
considers the relative subordination within OHI's capital
structure.

The Stable Outlook reflects Fitch's expectation that metrics will
improve but remain appropriate for the current rating and that any
reimbursement pressures at the operator level will have a minimal
impact on OHI cash flows given lease length, covenants and
coverage.

The following factors could result in positive momentum in the
ratings and/or Outlook:

  -- Increased scale;
  -- Fitch's expectation of net debt-to-recurring operating EBITDA
     sustaining below 4.0x (leverage was 5.1x as of Sept. 30,
     2012);
  -- Fitch's expectation of fixed-charge coverage sustaining above
     3.5x (coverage was 3.1x for the 12 months ended Sept. 30,
     2012).

Conversely, the following factors may result in negative momentum
in the ratings and/or Outlook:

  -- Further pressure on operators through reimbursement cuts;
  -- Fitch's expectation of leverage sustaining above 5.5x;
  -- Fitch's expectation of fixed-charge coverage sustaining below
     2.5x.


OPEN RANGE: Ch. 7 Trustee Defends Proposed Stimulus Deal
--------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the Chapter 7
trustee overseeing the liquidation of Open Range Communications
Inc. defended his proposed settlement with the federal government
and others Monday after the private-equity backer of the bankrupt
broadband provider slammed the deal Friday, claiming it would
"eviscerate" its rights.

                         About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range disclosed about $115.1 million in
assets and $102.8 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., provided a chief restructuring officer, Michael
E. Katzenstein; an associate chief restructuring officer, Chris
Lewand; and hourly temporary staff.  The petition was signed by
Chris Edwards, chief financial officer.

In December 2011, Open Range shut down operations after failing to
get the broadcast spectrum it needed, problems with network
quality and vendors, and the "sporadic" flow of money from a
$267 million federal loan, of which Open Range owes a balance of
$73.5 million.

Open Range hired RB Capital LLC and Heritage Global Partners Inc.
as auctioneers and sales agents to conduct an auction of the
assets.

In February 2012, the Debtor obtained an order converting the case
to Chapter 7 liquidation.  The Debtor said it was unlikely to have
a reorganization plan resolving the Internet provider's potential
claims against the U.S. Department of Agriculture over a
$267 million loan.  Charles Forman was appointed Chapter 7
trustee.


OVERSEAS SHIPHOLDING: Burke & Parsons OK'd as Maritime Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
Overseas Shipholding Group, Inc., et al., to employ Burke &
parsons as special United States maritime counsel.

Burke & Parsons will advise the Debtors during the Chapter 11
cases in matters pertaining to maritime law and regulation as they
affect the Debtors' operations and restructuring.

By separate application, the Debtors have also requested that the
Court approve the employment of Cleary Gottlieb Steen & Hamilton
LLP and Morris, Nichols, Arsht & Tunnell LLP as bankruptcy co-
counsel; and Eversheds LLP as special United Kingdom maritime
counsel.

The hourly rates of Burke & Parsons' personnel are:

         Lawyers                      $385 - $530
         Paraprofessionals               $160

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

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: Morris Nichols OK'd as Delaware Co-Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
Overseas Shipholding Group, Inc., et al., to employ Morris,
Nichols, Arsht & Tunnel LLP as Delaware Bankruptcy co-counsel.

Prepetition, the Debtors have engaged Morris Nichols as their
bankruptcy co-counsel in connection with the filing and
prosecution of the cases.

On Nov. 2, 2012, Morris Nichols received a payment of $250,000 as
an advance fee for services to be rendered and expenses to be
incurred, against which Morris Nichols applied $23,610 after a
preliminary reconciliation of prepetition fees and expenses.  On
Nov. 5, Morris Nichols received an additional $188,280 from the
Debtors to be held in trust for payment of filing fees for $180
Debtors.  Morris Nichols currently holds a balance of $225,343 as
advance payment for services to be rendered and expenses to be
incurred

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

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: Eversheds OK'd as UK Maritime Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
Overseas Shipholding Group, Inc., et al., to employ Eversheds LLP
as special United Kingdom maritime counsel.

Eversheds has advised the Debtors on, among other things, ship
sale and purchase law, shipbuilding law, the prosecution and
defense of maritime claims, charterparty and bill of lading law,
insurance law, employment law ship management law and EU
insolvency related law related to claims against third parties.

Eversheds will, among other things:

   -- provide advise to the Debtors with respect to their rights
      and duties under the general maritime law of the United
      Kingdom and under maritime contracts governed by English
      law;

   -- negotiate with creditors claiming maritime liens against the
      fleet vessels owned by the Debtors, and participate in
      negotiations with respect to financing a plan of
      reorganization; and

   -- prepare on the Debtors' behalf necessary motions, answers,
      replies, discovery requests, forms of orders, reports and
      other pleadings

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

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: Cleary Gottlieb Approved as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Overseas Shipholding Group, Inc., et al., to employ Cleary
Gottlieb Steen & Hamilton LLP as counsel.

Prepetition, Cleary Gottlieb provided the Debtors advice regarding
the preparation for, the commencement of and the prosecution of
the cases.

Cleary Gottlieb will perform extensive legal services that will be
necessary during the Chapter 11 cases.

James L. Bromley, a member of Clery Gottlieb lead counsel, tells
the Court that the hourly rates of the firm's personnel are:

         Partners                         $795 - $1,095
         Counsel                          $735 - $1,095
         Senior attorneys                 $720 -   $840
         Associates                       $415 -   $710
         International Lawyers                $370
         Law Clerks                           $340
         Summer Associates                    $335
         Paralegals                       $230 -   $310

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

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: KCC Approved as Administrative Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Overseas Shipholding Group, Inc., et al., to employ Kurtzman
Carson Consultants LLC to provide administrative services.

As reported in the Troubled Company Reporter on Dec. 4, 2012,
although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate there will be thousands of
creditors and other parties in interest to be noticed.  In view of
the anticipated number of creditors and parties in interest and
the complexity of the Debtors' businesses, the Debtors submit that
their retention of KCC to provide Administrative Services is both
necessary and in the best interest of the Debtors, their estates
and other parties in interest.

The parties' Engagement Agreement provides for a $75,000 retainer,
which the Debtors paid to KCC prior to the Petition Date.  KCC
will hold the retainer as security during the cases for the
payment of postpetition fees and expenses in connection with
services rendered by KCC as set forth in the Engagement Agreement.

The Debtors are already hiring KCC as claims and noticing agent.
The Bankruptcy Court approved KCC's engagement as claims and
noticing agent on Nov. 15.

KCC attests it does not hold or represent an interest adverse to
the estate, and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: OK'd to Pay $4.8-Mil. to Critical Vendors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Overseas Shipholding Group, Inc., et al., to pay
prepetition claims of certain critical and foreign vendors and
service providers for continued service and on customary terms.

The Debtors are authorized, but not directed, to make full or
partial payment to a critical vendor or a foreign vendor.
Payments on account of critical and foreign vendor claims will not
exceed $4.8 million in the aggregate without further order of the
Court.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


PALM DRIVE HEALTH: S&P Raises SPUR to 'B-' on Series 2000 Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating
(SPUR) to 'B-' from 'CC' on Palm Drive Health Care District,
Calif.'s series 2000 general obligation bonds. The outlook is
stable.

"The raised rating is based on our rating definitions and our view
of the district's stable tax base," said Standard & Poor's credit
analyst Misty Newland.

"Standard & Poor's defines the 'CC' issue credit rating an
obligation currently highly vulnerable to nonpayment, and
generally used to cover a situation in which we expect a default
to be a virtual certainty. In addition, the rating continues to be
based on our criteria for rating tax-backed hospital district
bonds; the financial position and general creditworthiness of the
hospital facilities operated by the issuing district is based on
generally established hospital criteria, with a focus on a
hospital's ability to meet all of its obligations. In addition,
ratings of 'B+' or lower, in accordance with our criteria, reflect
the hospital credit," S&P said.


PATRIOT COAL: LHI Objects to Deal With 3 Environmental Groups
-------------------------------------------------------------
Lawson Heirs Incorporated, the owner of real estate located in
Logan County, West Virginia, including coal leased for mining to
Debtor Apogee Coal Company, LLC, objects to the Global Settlement
Agreement by and among the Ohio Valley Environmental Coalition,
the Sierra Club, and the West Virginia Highlands Conservancy
(collectively "the Plaintiffs") and Patriot Coal Corporation.

The settlement was executed effective Nov. 15, 2012, to resolve
certain environmental issues and claims asserted in several
citizen suits filed under the Federal Clean Water Act, and pending
before the United States District Court for the Southern District
of West Virginia, including Ohio Valley Environmental Coalition,
Inc. et al. v. Apogee Coal Company, LLC et al., C.A. 3:07-0413
("Apogee Litigation").

LHI cites that the Global Settlement Agreement imposes certain
potential limitations and restrictions on the mining of coal by
the Debtor and affiliated Debtors, and specifically and
expressly applies those limitations to Apogee, including, but not
limited to, the following: (a) Section 16 of the Agreement imposes
annual caps on surface mining of coal starting at 6.5 million tons
in 2014 and declining to 3.0 million tons annually in 2018 and
thereafter, and (b)Section 12 of the Agreement bars the Debtor and
Apogee from submitting new applications for "Section 404 Permits"
(being those permits issued by the Army Corps of Engineers under
FCWA Section 404 and being necessary for the filling of
watercourses), which Permits are essential for both surface and
deep mining of coal.

LHI objects to the Global Settlement Agreement on the grounds that
it sets future coal production limits that may result in Apogee's
committing an anticipatory breach of the Coal Lease with LHI and a
violation and breach of Apogee's contractual obligations under the
Lease to develop, produce, mine and market the coal on the Garland
Fork Tract as well as a breach of Apogee?s common law covenants of
diligent mining and to fully and completely develop, produce, mine
and market any and all coal on the Garland Fork Tract.

LHI also objects to the Global Settlement Agreement on the grounds
that a future breach of the Agreement, or failure of performance,
by Apogee, and also the Agreement's lack of a compressive
perpetual treatment plan and funding mechanism for any water
discharges that may violate applicable water effluent requirements
under the relevant environmental permits, could result in LHI's
being exposed to liability for future site clean-up and monitoring
costs under the terms of the Global Settlement Agreement and
related Consent Decrees.

LHI is represented by:

          Bruce Weiner, Esq.
          ROSENBERG, MUSSO & WEINER, L.L.P.
          26 Court Street, Suite 2211
          Brooklyn, NY 11242-1125
          Tel: (718) 855-6840
          Fax: (718) 625-1966

                 Other Lessors' Limited Objection
Southern Land Company Limited Partnership, a West Virginia limited
partnership, Dickinson Properties Limited Partnership, a West
Virginia limited partnership, Chesapeake Mining Company, a West
Virginia corporation, The Imperial Coal Company, a West Virginia
corporation, Quincy Coal Company, a West Virginia corporation,
Branch Banking & Trust Company, a North Carolina banking
corporation, Nelle Ratrie Chilton, and Charles C. Dickinson, III,
Successor Trustees of the Charles C. Dickinson Testamentary Trust
U/W of Charles C. Dickinson dtd. 02.28.59, Horse Creek Land &
Mining Company, a West Virginia corporation, and Payne-Gallatin
Company, a West Virginia corporation (collectively "these
Lessors"), have submitted a limited or "protective" objection to
the Global Settlement Agreement.

These Lessors do not oppose the settlement agreement, per se.

"However, notwithstanding certain provisions of the GSA including
Section 29 Real Property thereof, the impact of the GSA on these
Lessors and their rights, privileges and defenses under their
various leases with certain of the Debtors is uncertain and cannot
be determined at this time.  Accordingly, these Lessors
respectfully request that if the Court grants the Debtors' motion,
whether by entry of the proposed Order attached as Exhibit A
thereto, or by another Order substantially in the form thereof,
such Order include a provision to the effect that all rights,
privileges and defenses of lessors under their respective leases
with the Debtors are expressly reserved, notwithstanding any
provision of the GSA to the contrary.

A copy of the Lessors' limited objection is available at:

          http://bankrupt.com/misc/patriot.doc.1689.pdf

The Lessors are represented by:

          Thomas Persinger, Esq.
          THOMAS PERSINGER PLLC
          P.O. Box 2828
          Charleston, WV 25330-2828
          Tel: (304) 343-0850
          Fax: (304) 343-1677
          E-mail: mtplaw@frontier.com


A copy of the Global Settlement Agreement is available at:

                       http://is.gd/IxuRgr

A copy of the Modified Consent Decree is available at:

                       http://is.gd/pKiMrz

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.


PATRIOT COAL: Dewar of Virginia and Sierra Liquidity Buy Claims
---------------------------------------------------------------
These additional notices of transfers of claims were made
Wednesday in the Chapter 11 cases of Patriot Coal Corporation, et
al., to wit:

A. Debtor Apogee Coal Company, LLC

Transferee                    Tannor Partners Credit Fund, LP
Transferor                    Dewar of Virginia Inc.
Amount of claim transferred   $3,117.00
Claim #                       Not Disclosed
Transfer Date                 Nov. 28, 2012
Docket Entry                  1679 (12/05/12)

B. Debtor Eastern Associated Coal, LLC

Transferee                    Tannor Partners Credit Fund, LP
Transferor                    Dewar of Virginia Inc.
Amount of claim transferred   $245,772.11
Claim #                       Not Disclosed
Transfer Date                 Nov. 28, 2012
Docket Entry                  1680 (12/05/12)

C. Debtor Hobet Mining, LLC

Transferee                    Tannor Partners Credit Fund, L
Transferor                    Dewar of Virginia Inc.
Amount of claim transferred   $8,036.53
Claim #                       Not Disclosed
Transfer Date                 Nov. 28, 2012
Docket Entry                  1681 (12/05/12)

D. Debtor Hobet Mining, LLC

Transferee                    Commercial Refrigeration Services
Transferor                    Sierra Liquidity Fund, LLC
Amount of claim transferred   $644.00
Claim #                       Not Disclosed
Transfer Date                 Nov. 8, 2012
Docket Entry                  1682 (12/05/12)

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: US Trustee Seeks Holdback on Bankruptcy Fees
----------------------------------------------------------
Ciaran McEvoy at Bankruptcy Law360 reports that the U.S. trustee
objected to an $18 million fee request by professional firms
working on Patriot Coal Corp.'s bankruptcy, arguing that their
rates were excessive, especially since the company hasn't filed a
reorganization plan and is still incurring significant financial
losses.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.


PHOENIX COMPANIES: Moody's Reviews 'B3' Rating for Downgrade
------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
B3 senior debt rating of The Phoenix Companies, Inc. (Phoenix;
NYSE: PNX) and the Ba2 insurance financial strength (IFS) rating
of the company's life insurance subsidiaries, led by Phoenix Life
Insurance Company (Phoenix Life) (see the complete list of ratings
below). The rating action was prompted by a reporting covenant
breach related to the company's announced delay in the filing of
its Q3 2012 financials.

Ratings Rationale

According to Moody's Assistant Vice President, Shachar Gonen, "The
review for downgrade of Phoenix's ratings is driven by a potential
event of default on its $253 million outstanding of 7.45%
Quarterly Interest Bonds due 2032. If the company fails to file
its Q3 2012 Form 10-Q with the Securities and Exchange Commission
(SEC) by January 29, 2013 and does not obtain an amendment and
waiver, investors could force an acceleration of principal, which
would severely pressure the financial flexibility of Phoenix."
Phoenix had about $124 million of cash and liquid assets as of Q3
2012, and Moody's believes the company would need to find
alternative financing or take extraordinary dividends out of its
operating companies in order to repay accelerated notes.

Moody's added that the review is also influenced by Phoenix's weak
accounting procedures and controls, which have led to the need to
restate its financial statements and has delayed the timely filing
of its Q3 financials. Additionally, Phoenix reported two material
weaknesses in 2008 and 2010 relating to taxes. It will likely
conclude it has one or more material weaknesses once it has
completed its restatement.

The rating agency said that the review will focus on Phoenix's
ability to either timely file its Q3 2012 financial statements
within the 60-day cure period or obtain consent from a majority of
bondholders to waive the potential default and extend the filing
deadline. Moody's said the review will also consider management's
efforts to remediate any accounting control weaknesses that are
reported.

On the positive side, Moody's noted that Phoenix Life has robust
capital levels with an NAIC risk based capital (RBC) ratio
estimated to be 391% at Q3 2012. Phoenix's adjusted financial
leverage is moderate and projected to be slightly above 40% at
year-end 2012. However, profitability continues to be weak and
volatile.

Moody's noted that due to the delayed SEC filing, the bond trustee
has given written notice to Phoenix of a reporting covenant
breach. Phoenix is seeking to remedy this covenant violation by
amending the indenture to extend the allowed reporting time. A
majority of investors based on principal amount of the notes is
required to approve the amendment. Failure to get a consent waiver
within 60 days of the trustee notice would lead to an event of
default. At any subsequent point, noteholders (with a minimum of
25% of the outstanding principal) could elect to accelerate the
entire note issuance.

RATING DRIVERS

Moody's said the following factors could lead to a confirmation of
Phoenix's ratings: timely filing of the Q3 financials to avoid a
covenant breach or obtaining the consent waiver to amend the
covenants; remediation of the accounting control weaknesses;
return on capital (ROC) consistently above 0%; NAIC RBC ratio
maintained above 300%; cash flow coverage of greater than 2x on a
consistent basis.

Conversely, the following factors could lead to a downgrade of
Phoenix's ratings: inability to obtain the necessary consent
waiver or an acceleration of the senior notes; NAIC RBC ratio
falls below 300%; cash flow coverage less than 2x; cash outflows
on the company's existing policies substantially increase from
their current pace.

The following ratings were placed on review for downgrade:

  The Phoenix Companies, Inc. -- senior unsecured debt rating at
  B3;

  Phoenix Life Insurance Company -- insurance financial strength
  rating at Ba2, surplus note rating at B1 (hyb);

  PHL Variable Insurance Company -- insurance financial strength
  rating at Ba2.

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

Phoenix is an insurance organization headquartered in Hartford,
Connecticut. As of June 30, 2012, Phoenix reported total assets of
about $21.2 billion and stockholders' equity of approximately $0.9
billion.

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


RANCHO CALIFORNIA CENTER: Files for Chapter 11 in San Diego
-----------------------------------------------------------
Rancho California Center, doing business as North View Business
Center, filed a bare-bones Chapter 11 petition (Bankr. S.D. Calif.
Case No. 12-16157) on Dec. 10, 2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), filed schedules disclosing $11.3 million in assets
and $3.13 million in liabilities.  The Debtor owns a 92,000-square
feet industrial building at 4665 North Avenue, in Oceanside,
California.  The property is valued at $11 million and secures a
$3.05 million debt to Nationwide Life Insurance Co.


REVEL ENTERTAINMENT: Said to Be In Talks for $250MM Loan Package
----------------------------------------------------------------
Alexandra Berzon and Heather Haddon, writing for The Wall Street
Journal, report that Revel Entertainment LLC, which runs the Revel
luxury casino, appears on track to secure loans that would provide
around $150 million cash toward operations and investments in the
property, people familiar with the matter said.

According to WSJ's sources:

     -- the package under discussion would comprise a $125 million
        term loan and a $125 million revolving credit facility.
        After paying down the existing $100 million loan, the
        remainder would be available for operations and
        investment;

     -- the loan package would be provided by a group of the
        project's existing lenders, including hedge funds and
        money-management firms;

     -- the deal is in advanced stages and could be announced
        next week but could also fall through; and

     -- the outcome could affect the larger Atlantic City market
        and even the New Jersey governor's mansion.

Revel Entertainment Group LLC -- http://www.revelresorts.com/--
owns Revel, a newly opened beachfront resort that features more
than 1,800 rooms with sweeping ocean views.  The smoke-free resort
has indoor and outdoor pools, gardens, lounges, a 32,000-square-
foot spa, a collection of 14 restaurant concepts, and a casino.
Revel is located on the Boardwalk at Connecticut Avenue in
Atlantic City, New Jersey.  Revel has warned federal regulators
about a potential bankruptcy or foreclosure, citing its growing
debt load of more than $1.3 billion and the possibility that
revenue will remain depressed as it has been all year.


REVSTONE INDUSTRIES: Wins Court OK to Stay Open During Chapter 11
-----------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Revstone Industries
LLC received approval from a Delaware bankruptcy judge for a slate
of first-day motions intended to keep the company operating as it
attempts to reorganize in the face of pressure and litigation
brought by various lenders.

                          About Revstone

Revstone -- http://www.revstone.com/-- is a Lexington, Kentucky
and Southfield, Michigan-based manufacturer of lightweight
components and tooling for steering, power trains and other
systems.  Ascalon Enterprises, LLC, owns 100% of the Debtor.

Revstone Industries filed a bare-bones Chapter 11 petition (Bankr.
D. Del. Case No. 12-13262) on Dec. 3, 2012.  Revstone estimated
assets of at least $10 million and liabilities of less than $100
million.  Boston Finance Group, LLC, is owed $33.3 million and
trade creditor Schoeller Area Systems, Inc., is owed $10 million,
according to the list of largest unsecured creditors.

The Debtor has tapped Richards, Layton & Finger, P.A., and Mayer
Brown LLP as attorneys.


RICHFIELD EQUITIES: Has Access to Comerica DIP Financing
--------------------------------------------------------
Judge Daniel S. Opperman has approved a stipulation between
Richfield Equities, L.L.C., and Comerica Bank to access DIP
Financing to pay for operating expenses and granting adequate
protection.

The amount outstanding in the DIP Financing plus the outstanding
principal amount of the prepetition Revolving Credit Note will not
exceed $12,600,000, provided that a so-called Temporary Additional
Overformula Amount is amended to mean $9,800,000.

Interest on the Prepetition Notes will continue to accrue at the
non-default rate specified in the Prepetition Loan Documents.  The
non-default rate of interest on the Postpetition Note will be the
Daily Adjusting LIBOR Rate plus the Applicable Margin of 6.0%.

The Postpetition Indebtedness will be secured by a first and
paramount security interest and lien in all of the property of
Debtors.  The Postpetition Indebtedness will have priority over
all administrative expenses incurred in the Chapter 11 proceeding
except for fees charged by the court and for fees to which the
U.S. Trustee is entitled.

As adequate protection with respect to the Prepetition
Indebtedness and for any diminution in the Prepetition Collateral,
the Bank is granted a continuing and replacement security interest
and lien in all of the Postpetition Collateral.

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18, 2012.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  The Debtors are a vertically integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two landfills, two transfer stations,
and collection and hauling operations.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

Joseph M. Fischer, Esq., Robert A Weisberg, Esq., and Christopher
A. Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.

Wolfson Bolton PLLC represents the Official Committee of Unsecured
Creditors of Richfield Equities, L.L.C., et al., as counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.

In November, the Debtors obtained Court approval to sell a portion
of their assets, properties and rights used in the operation of
their business to Halton Recycling Ltd., an Ontario corporation;
certain executory contracts for the collection, transfer and
disposal of waste in Oakland County to Rizzo Environmental
Services, Inc.; and 37 additional trucks.


RIVER CANYON: Wants Plan Exclusivity Until April 30
---------------------------------------------------
River Canyon Real Estate Investments, LLC, asks the U.S.
Bankruptcy Court for the District of Colorado to extend its
exclusive period to solicit acceptances for the proposed Plan of
Reorganization until April 30, 2013.

The Debtor filed a Plan on Sept. 20, 2012, within 120 days after
the Petition Date.

According to the Debtor, it entered into an agreement with Beal
Bank which provides a deadline of April 30, 2013, for obtaining
confirmation of the Plan.

United Water & Sanitation District objected, on a limited basis,
to the Debtor's motion for extension of 180 day exclusive period,
stating that the Disclosure Statement is incomplete and has
several other issues that will be further addressed at the
appropriate time.

United believed that the Debtor's requested extension is
excessive.

                   About River Canyon Real Estate

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At Beal Bank's behest, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by Sender & Wasserman, P.C., as its Chapter 11
counsel.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


RYAN INTERNATIONAL: Can Access Intrust Bank Cash Collateral
-----------------------------------------------------------
The Hon. Manuel Barbosa has authorized Ryan International
Airlines, Inc., to access cash collateral of Intrust Bank up to
Jan. 11, 2013.

Under the cash collateral order, the Debtors must file their
disclosure statement and plan of reorganization by Jan. 11.

The Debtors said they still require the use of their cash and the
cash proceeds of their property and contracts to fund ongoing
operations as tbe Debtors undergo the process of formulating a
confirmable plan of reorganization in this case.  The Debtors will
suffer irreparable harm unless they are allowed to use their Cash
Collateral as they will lack the ability to pay employees and
other business expenses, and will lack the ability to perform
contracts and stay in business.

A copy of the cash collateral budget is available for free at:

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

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Matthew M. Hevrin,
Esq., and Thomas J. Lester, Esq., at Hinshaw & Culbertson LLP,
serve as the Debtors' counsel.  Silverman Consulting serves as
financial advisor.  The petition was signed by Mark A. Robertson,
executive vice president.

On March 19, 2012, the U.S. Trustee for Region 11 appointed the
official committee of unsecured creditors of the Debtors.  Brian J
Lohan, Esq., Lydia R. H. Slaby, Esq., Matthew A. Clemente, Esq.,
Matthew G. Martinez, Esq., at Sidney Austin LLP, in Chicago; and
Michael G. Burke, Esq., at Sidney Austin LLP, in New York City,
represent the Creditors' Committee as counsel.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


RYAN INTERNATIONAL: Can Access Harris County Cash Collateral
------------------------------------------------------------
The Hon. Manuel Barbosa gave his stamp of approval on a consent
order granting Ryan International Airlines, Inc., access to up to
$468,590 in cash collateral of Harris County Savings Bank through
Jan. 11, 2013.

As adequate protection, HCSB will have and is granted a first
priority post-petition lien on the accounts receivable and general
intangibles of debtor-affiliate Sundowner, and the proceeds
thereof, in the amount of $468,590.

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Matthew M. Hevrin,
Esq., and Thomas J. Lester, Esq., at Hinshaw & Culbertson LLP,
serve as the Debtors' counsel.  Silverman Consulting serves as
financial advisor.  The petition was signed by Mark A. Robertson,
executive vice president.

On March 19, 2012, the U.S. Trustee for Region 11 appointed the
official committee of unsecured creditors of the Debtors.  Brian J
Lohan, Esq., Lydia R. H. Slaby, Esq., Matthew A. Clemente, Esq.,
Matthew G. Martinez, Esq., at Sidney Austin LLP, in Chicago; and
Michael G. Burke, Esq., at Sidney Austin LLP, in New York City,
represent the Creditors' Committee as counsel.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


RYAN INTERNATIONAL: Intrust DIP Financing Increased tp $5 Million
-----------------------------------------------------------------
Ryan International Airlines, Inc., asks the Bankruptcy Court to
extend, for the third time, the DIP Financing period through
Jan. 11, 2013.  The Debtors also request to increase their DIP
revolving line of credit facility from $4 million to $5 million.
The Debtors and Intrust Bank have agreed to this increase in the
Debtors' revolving line of credit facility.

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Matthew M. Hevrin,
Esq., and Thomas J. Lester, Esq., at Hinshaw & Culbertson LLP,
serve as the Debtors' counsel.  Silverman Consulting serves as
financial advisor.  The petition was signed by Mark A. Robertson,
executive vice president.

On March 19, 2012, the U.S. Trustee for Region 11 appointed the
official committee of unsecured creditors of the Debtors.  Brian J
Lohan, Esq., Lydia R. H. Slaby, Esq., Matthew A. Clemente, Esq.,
Matthew G. Martinez, Esq., at Sidney Austin LLP, in Chicago; and
Michael G. Burke, Esq., at Sidney Austin LLP, in New York City,
represent the Creditors' Committee as counsel.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


SAN BERNARDINO: Bondholders Slam CalPERS' Attempt to Sue City
-------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that a group of
bondholders and bond insurers challenged an effort by California's
largest pension fund to sue the bankrupt city of San Bernardino
over missed payments, saying the fund can't enjoy special
privileges unavailable to other unsecured creditors.

Ambac Assurance Corp., Wells Fargo NA, MBIA Inc.'s National Public
Finance Guarantee Corp. and Erste Europaische Pfandbrief-und
Kommunalkreditbank AG accuse the California Public Employees'
Retirement System of trying to skirt bankruptcy law and jump to
the front of the creditor line, according to Bankruptcy Law360.

                       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.


SENSATA TECHNOLOGIES: S&P Put 'BB-' CCR on Watch on Share Offering
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Sensata
Technologies B.V., including the 'BB-' corporate credit rating, on
CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that majority
owner of publicly traded Sensata Technologies Holding NV (the
ultimate parent of rated Sensata Technologies B.V.), Bain Capital,
will participate in a share offering that will reduce its stake in
Sensata to less than 50%. We believe the offering provides further
evidence of the lessening influence of Bain on the company's
financial policy and expect a one-notch upgrade for Sensata if the
transaction is completed," said Standard & Poor's credit analyst
Dan Picciotto. "The ratings on electronic sensors and controls
manufacturer Sensata reflect the company's 'aggressive' financial
risk profile and 'satisfactory' business risk profile. Standard &
Poor's believes credit measures will remain consistent with a one-
notch higher rating, including funds from operations (FFO) to
adjusted debt of about 20% and adjusted debt to EBITDA of about
3.5x."

In 2013, S&P expects Sensata's adjusted EBITDA margin to remain
very good at about 29% and revenue to increase, benefiting from:

-- A continued slow global economic recovery,
-- Global light-vehicle production growth despite potentially
    weak conditions in Europe, and
-- The potential to supplement growth through some acquisition
    activity.

"The Netherlands-based Sensata, formerly a division of Texas
Instruments Inc., consists of two business units that manufacture
highly engineered electronic sensors and controls. Our assessment
of the company's management and governance is 'fair.' We expect
revenue to approach $2 billion in 2012. The company is
significantly exposed to the volatility of the global automotive
market, which accounts for more than half of sales. The European
auto market is Sensata's largest single exposure, accounting for
25% of 2011 sales, and we believe the region presents heightened
near-term economic risks," S&P said.

"However, we expect Sensata to maintain its No. 1 market share in
most of its products--it is the sole or primary source for most of
its customers. Demand for its products is increasing at a faster
rate than vehicle growth, as sensor content per vehicle rises. We
do not believe growth prospects are as favorable in the controls
portion of the business, but this segment does provide
diversification benefits to the credit profile. The company's
global manufacturing footprint helps it maintain its low-cost
production and leading positions. Sensata has good geographic
diversification: In 2011, about 65% sales were outside of the U.S.
We expect its operating margin to remain solid," S&P said.

"The ratings are on CreditWatch with positive implications. If the
10 million share offering is completed, Bain will own less than
50% of outstanding shares, although it will remain the company's
largest shareholder. We believe the continuing exit by Bain
reduces the chance that financial policy will become more
aggressive, and we believe credit measures will remain at
appropriate levels for a one-notch higher rating. We expect to
raise the rating following the completion of the offering. Further
upgrades are unlikely until Bain has significantly further reduced
its investment in Sensata and would depend on our assessment that
the company would maintain appropriate credit measures for a
higher rating. We could affirm the ratings if the offering is not
completed," S&P said.


SHERIDAN GROUP: Moody's Cuts CFR to 'Caa1'; Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) for The Sheridan Group, Inc. (Sheridan) to Caa1 from B3. The
senior secured notes rating was also downgraded to Caa1 from B3
and the Probability of Default Rating (PDR) was downgraded to Caa2
from Caa1. The rating action is prompted by increasing risks that
the intense secular challenges facing the printing industry will
compromise refinance activities as Sheridan addresses the October
2013 maturity of its working capital facility and the April 2014
maturity of its senior secured notes.

A summary of the actions follows.

Sheridan Group, Inc. (The)

    Corporate Family Rating, downgraded to Caa1 from B3

    Probability of Default Rating, downgraded to Caa2 from Caa1

    Senior Secured Notes, downgraded to Caa1 LGD-3, 40% from B3,
LGD-3, 39%

Outlook, remains Negative

Ratings Rationale

Sheridan's Caa1 CFR reflects risks that the intense secular
challenges facing the printing industry will compromise refinance
activities as the company addresses its upcoming maturities,
including the $15 million revolving working capital facility due
October 2013 and the $128 million senior secured notes in April
2014. The print industry's highly negative secular pressures
include declining demand, excess capacity, intense competition and
pricing pressure. The company's modest scale, which amplifies
competitive pressure, also constrains the rating. The rating
benefits from actions taken by Sheridan's management. Revenues
have remained relatively stable through 2011 and the first three
quarters of 2012 despite challenging industry conditions and
weakening performance at peers. A closing of a printing plant and
consolidation of printing activity into its Dartmouth facility in
2011 have led to higher year over year EBITDA levels and margins.
In addition, the company has used free cash flow or revolver
availability to buy back its notes at a discount that has helped
to reduce the amount of debt outstanding. However, additional cost
savings of comparable size will be difficult to replicate and the
company will have to continue to win new business in a declining
industry to keep revenue at current levels. Given the fixed cost
nature of the industry, a loss of customers, to either its
competitors or from a customer going out of business, will put
pressure on the company despite its diversified revenue stream.
While leverage has declined from 4.3x at the end of 2011 to 3.6x
as of Q3 2012 (including Moody's standard adjustments), Moody's
anticipates that the company will have difficulty refinancing its
senior secured notes.

Liquidity is limited to cash generated from operations, an undrawn
$15 million working capital facility ($1.3 million of letters of
credit outstanding as of Q3 2012) which matures in October 2013,
and $1.3 million of cash on the balance sheet. Its revolver has
been used to fund the buyback of its notes at a discount ($9.5
million during the first three quarters of 2012 and $8.2 million
in 2011) and make its semiannual interest payment in Q2 and Q4.
The buybacks at a discount provide interest expense savings and
slight deleveraging, but has the potential to limit revolver
availability to meet unanticipated liquidity needs, although
Moody's expects the company would manage its liquidity position
prudently. The company is subject to a minimum EBITDA covenant
which is currently set at $34 million, but increases to $35
million at the end of 2Q 2013. Moody's would expect lenders to
work with the company in the event of a violation given the
already high interest rate on the notes and Moody's expectation
that the company would have a higher valuation as a going concern.

The negative outlook reflects the upcoming debt maturities in 2013
and 2014 which will be challenging to refinance given the ongoing
secular pressures in the print industry. In addition, the company
has a modest cushion of compliance with its minimum EBITDA
covenant, although Moody's does not anticipate a violation in the
near term.

The outlook could be changed to stable if the company is able to
refinance its senior secured notes at reasonable interest rate
levels. An upgrade would require the ability to demonstrate that
it could operate within a refinanced capital structure on a
sustainable basis with sufficient free cash flow of approximately
10% and total leverage below 3.5x.

The rating would likely be downgraded if it increasingly appeared
likely that the company would default on its debt due to liquidity
issues or an inability to refinance its debt at maturity.

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

Headquartered in Hunt Valley, Maryland, Sheridan provides printing
solutions to niche markets within the specialty journal, catalog,
magazine and book segments. Sheridan operates through three
business segments - Publications (55% of revenues), Catalogs (25%
of revenues), and Books (20% of revenues) through the first three
quarters of 2012. Its annual revenue is approximately $266 million
as of Q3 2012.


SLAVERY MUSEUM: Fredericksburg To Auction Off Land
--------------------------------------------------
Officials in Fredericksburg, Va., are moving forward with efforts
to sell the U.S. National Slavery Museum's land because it still
has not paid its city property taxes.

The United States National Slavery Museum, based in Richmond,
Virginia, filed for Chapter 11 protection (Bankr. E.D. Va. Case
No. 11-36013) on Sept. 21, 2011, to halt a tax foreclosure.  Judge
Douglas O. Tice, Jr., presides over the bankruptcy case.  Sandra
Renee Robinson, Esq., at Robinson Law & Consulting Firm, P.C.,
represented the Debtor.  The Debtor estimated both assets and
debts of between $1 million and $10 million.  In July 2012, the
Bankruptcy Court dismissed the Chapter 11 case.


SORENSON COMMUNICATIONS: S&P Assigns Prelim B- Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Rating Services assigned a preliminary 'B-'
rating on Salt Lake City, Utah based Sorenson Communications Inc.
The outlook is stable.

"At the same time, we assigned the company's first out revolver
due 2017 a preliminary 'B+' rating, with a preliminary recovery
rating of '1', indicating our expectation for very high (90% to
100%) recovery for lenders in the event of a payment default," S&P
said.

"We are also assigning the first-lien notes and term loan due 2020
a preliminary 'B-' rating, with a preliminary recovery rating of
'3', indicating our expectation for meaningful (50% to 70%)
recovery for bondholders in the event of a payment default," S&P
said.

"We are also assigning the first-lien second out notes a
preliminary 'CCC' rating, with a preliminary recovery rating of
'6', indicating our expectation for negligible (50% to 70%)
recovery for bondholders in the event of a payment default," S&P
said.

"The preliminary 'B-' rating and stable outlook reflect our
expectation that despite the company's high debt leverage, it will
generate positive discretionary cash flow and maintain adequate
liquidity over the next 12 to 18 months," said Standard & Poor's
credit analyst Chris Valentine.

"Our rating incorporates uncertainty surrounding the potential
that the FCC chooses to adopt a final reimbursement rate lower
than the interim reimbursement rate of $5.07 per minute, an 18.8%
reduction from the previous rate of $6.24. Under the interim rate
structure, and taking into account the company's recent cost cuts
and growth at Caption Call, we believe the company should continue
to generate positive discretionary cash flow and maintain adequate
interest coverage," S&P said.

"We regard the financial risk profile as 'highly leveraged,' based
on the company's high pro form lease-adjusted debt-to-EBITDA ratio
of greater than 5x and questions surrounding private equity
ownerships long term financial policy. We view the company's
business profile as 'weak' based on its exposure to the regulatory
reimbursement rate setting and potential that the market is in a
mature state limiting future growth prospects. Our governance
assessment is 'fair,'" S&P said.

Sorenson provides video relay services (VRS) that facilitate
telephone communication for deaf and hard-of-hearing persons in
the U.S. The company has entered the mature phase of its growth
cycle due to high penetration levels in the serviceable market.
This trend suggests that high-quality VRS is widely available
within the deaf community and that new pockets of underserved
customers may be more difficult to find. Additionally, the niche
market for VRS services is getting more competitive as interim
rates are higher for smaller competitors. The Caption Call
business, a new service for the hard-of-hearing, is currently
experiencing high growth rates, but there is uncertainty regarding
the sustainability of current adoption rates as well as the
potential for increase future competition.


SOTERA DEFENSE: Moody's Cuts CFR to 'Caa1'; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has lowered the Corporate Family Rating
of Sotera Defense Solutions, Inc. to Caa1 from B3 and affirmed the
bank credit facility rating of B3. The rating outlook is stable.
The lowered CFR reflects a significant amount of year-over-year
organic revenue decline during the first nine months of 2012
stemming from Sotera's Force Mobility and Modernization Solutions
(FMMS) segment. FMMS demand will likely remain low ahead as the US
military slows the rate of upgrade spending on many field
equipment categories as US defense outlays decline. The
affirmation of the bank debt rating, despite the lower CFR,
anticipates a Q4-2012 $12.5 million term loan prepayment and
scheduled accretion on the holdco subordinate note (unrated) that
together will reduce secured debt as a proportion of the family's
capital structure.

Ratings:

  Corporate Family, to Caa1 from B3

  Probability of Default, to Caa1 from B3

  $28 million first lien revolver due 2016, affirmed at B3, LGD3,
  to 39% from 44%

  $215 million first lien term loan due 2017, affirmed at B3,
  LGD3, to 39% from 44%

Ratings Rationale

The Caa1 Corporate Family Rating recognizes Sotera's elevated
financial leverage, limited liquidity and a low funded backlog
level that together amplify credit risk. Estimated debt to EBITDA
of 8x in 2012 (Moody's adjusted basis, including holdco
subordinate note), pro forma for the Q4 term loan prepayment is on
par with the Caa1 rating level. The company is in the process of
amending its bank credit facility which should raise the
likelihood of near-term covenant compliance but the added cushion
expected may still tighten if the performance trend over the first
nine months of 2012 does not stabilize. Further, the demand
environment presents uncertainties across the defense contracting
space as the wind down of US troops in Afghanistan by 2014 and
fiscal pressures will lower US defense outlays. The Budget Control
Act of 2011 and its sequestration component do not affect
authorized commitments, such as those represented by Sotera's
funded backlog. But the company's funded backlog to revenue ratio
is only about 55%, a low level yet in-step with other services
contractors who primarly operate through undefinitized ID/IQ
(indefinite delivery, indefinite quantity) vehicles. The company's
Technology and Intelligence Services segment (TIS, about 80% of
Q1-Q3 2012 revenues) serves the intelligence community where
funding levels should be comparatively more resilient in coming
years. TIS earnings will need to meaningfully grow however as the
defense industry shrinks and federal procurement initiatives
constrain margins, or leverage will remain elevated. TIS' good
qualifications, highly cleared workforce and relatively lean cost
structure may favor bidding prospects within specialized
contracting niches where intelligence, surveillance and technology
investments are increasing the need for data management and
analytics support.

The stable rating outlook anticipates that Sotera's pending credit
facility amendment will provide covenant cushion, making the near-
term liquidity profile adequate. In addition, with low capital
expenditure requirements and pay-in-kind interest on the holdco
subordinate note, a small amount (around $10 million) of free cash
flow may be possible, adding to liquidity. Scheduled debt
amortizations are only about $2 million annually until 2017.
Following the Q4 term loan prepayment, the company will have about
$15 million of cash on hand. The adequate liquidity gives Sotera
maneuvering room to aggressively promote TIS and compete for task
orders that could grow market share.

The rating on the bank credit facility debts remains B3 despite
the lowered CFR. Pursuant to Moody's Loss Given Default
Methodology, recovery on the bank debt claim would benefit from
the expected decline in the size of that class versus total
estimated claims in stress scenario. Paid-in-kind interest on the
holdco subordinate note along with the term loan prepayment
suggest that the holdco note would absorb loss and thereby help
bank debt recovery prospects.

The rating could be downgraded if debt to EBITDA remains above 8x,
if backlog declines or if the liquidity profile weakens. The
rating could be upgraded if debt to EBITDA approaches the mid 6x
range with funds from operations to debt of 10% or higher, and
expectation of sustained adequate liquidity.

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

Sotera Defense Solutions, Inc., headquartered in Herndon,
Virginia, provides mission-critical technology-based systems,
solutions and services for national security agencies and programs
of the U.S. government. The annual revenue base is estimated to be
approximately $350 million. The company is majority-owned by an
affiliate of Ares Management LLC.


SOUTHERN AIR: Creditors Object to Plan; Question Oak Hill's Role
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that unsecured creditors
demanded more disclosure on Southern Air Inc.'s reorganization
plan, questioning whether it favors the cargo carrier's private
equity owner, Oak Hill Capital Partners, at the expense of
creditors.

In an objection filed in Delaware bankruptcy court, the official
committee of unsecured creditors in the case said the plan's
disclosure statement fails to outline the web of connections
between Oak Hill, Southern Air and their advisers, or discuss the
business rationale behind a series of transactions with the
private equity firm, Bankruptcy Law360 relates.

                         About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.


TAMINCO GLOBAL: Moody's Changes Outlook on '(P)B2' CFR to Neg.
--------------------------------------------------------------
Moody's Investors Service has assigned a negative outlook on the
provisional (P) B2 Corporate Family Rating ("CFR") and Probability
of Default Rating ("PDR") of Taminco Global Chemical Corporation,
as well as on its (P) B1 / LGD3 (32) ratings assigned to first
lien senior guaranteed loan facilities and to (P) Caa1 / LGD5 (78)
rating of the second lien senior guaranteed notes.

Ratings Rationale

The change of the outlook follows the announcement by Taminco that
it is looking to raise USD250 million senior PIK Toggle notes at
Taminco Acquisition Company, the parent company of the rated
Taminco Global Chemical Corporation, to pay a special dividend to
its shareholders.

Moody's expects that the proposed transaction will add to the
company's leverage, with Total Debt / EBITDA approaching 5x at the
end of 2012. Taminco maintained a strong operating momentum in
2012. The proposed transaction will, however, utilise the
financial flexibility assumed at B2 rating level at the time when
Moody's expects a more difficult operating environment,
particularly in Europe.

Rating Sensitivities

Moody's has previously stated, that a sustained reduction in Total
Debt with leverage falling substantially below 4x and strong
FCF/Debt coverage in high single digits, as well as strong
liquidity position, would likely put positive pressure on the
rating.

Ratings may be lowered, should the company's leverage increases
above 5x and debt interest coverage decline with (FFO +
Interest)/Interest trending at or below 2x.

Liquidity

Taminco is expected to continue to manage its liquidity in a
proactive manner. At the end of 3Q 2012, Taminco Acquisition
Company reported USD58 million in cash. Taminco has access to USD
194 million revolver and EUR 100 million receivables factoring
facility. Taminco has no material near term maturities.

The principal methodology used in rating Taminco Global Chemical
Corporation was the Global Chemical Industry Methodology published
in December 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. 12. Its largest facility is in Gent, Belgium.

For 9 months 2012, Taminco Acquisition Company 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).


TEAM HEALTH: Moody's Hikes Corp. Family Rating to 'Ba2'
-------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Team Health Holdings, Inc.'s to
Ba2 from Ba3. In addition, the senior secured credit facilities
ratings were upgraded to Ba2 from Ba3. The Speculative Grade
Liquidity Rating is affirmed at SGL-1 and the outlook is stable.

The upgrade of the Corporate Family Rating to Ba2 was based on
Team Health's consistent operating performance, disciplined
balance sheet management, as well as accretive acquisition
strategy that has resulted in strong EBITDA growth. The upgrade
also reflects Moody's increasing comfort that revenue and margins
will continue to modestly improve despite increasing reimbursement
pressures facing the healthcare sector.

Following is a summary of Moody's ratings actions for Team Health,
Inc.:

Ratings upgraded:

  Corporate Family Rating at Ba2 from Ba3

  Probability of Default Rating at Ba2 from Ba3

  $250 million senior secured revolver expiring 2017 at Ba2 (LGD
  3, 49%) from Ba3 (LGD 3, 47%)

  $275 million senior secured term loan A due 2017 at Ba2 (LGD 3,
  49%) from Ba3 (LGD 3, 47%)

  $247 million senior secured term loan B due 2018 at Ba2 (LGD 3,
  49%) from Ba3 (LGD 3, 47%)

Ratings affirmed:

  Speculative Grade Liquidity Rating at SGL-1

Rating Rationale

The Ba2 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with modest leverage and
strong interest expense coverage. Moody's also considers the
benefit of the company's strong competitive position in a highly
fragmented industry and stable cash flow. However, Moody's
believes that risks around reimbursement and exposure to uninsured
individuals could pressure revenue and earnings growth in the near
to medium term. Moody's also expects the company to actively
pursue acquisitions, yet fund any transactions in a manner that
maintains credit metrics.

The rating outlook is stable, reflecting the company's relatively
stable business profile and solid free cash flow, as well as
Moody's expectation that credit metrics will improve modestly over
the next year driven by higher earnings contribution from recent
acquisitions.

Though not anticipated in the near term, a rating upgrade could be
considered if Team Health substantially increases its size, scale
and diversification while sustaining conservative credit metrics
including debt/EBITDA below 2.5 times.

Moody's could downgrade Team Health if the company pursues
material debt-financed acquisitions or shareholder initiatives. In
addition, the rating could come under pressure should
reimbursement or payor mix face increase pressures, an increase in
the level of uncollectible accounts, an increase in medical
malpractice claims in excess of amounts reserved for or the
inability to retain physicians and/or hospital contracts are
expected to materially impact operating results. More
specifically, if debt to EBITDA increases above 3.5 times or free
cash flow to debt declines below 10% Moody's could downgrade the
rating.

The principal methodology used in rating Team Health Inc. was the
Global Business & Consumer Service Industry Rating Methodology,
published October 2010. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

Based in Knoxville, TN, Team Health Holdings, Inc. is a leading
provider of physician staffing and administrative services to
hospitals and other healthcare providers in the U.S. The company
is affiliated with approximately 8,000 healthcare professionals
who provide emergency medicine, hospital medicine, anesthesiology,
pediatric and other healthcare services. The company also provides
a full range of healthcare management services to military
treatment facilities.


TERRI L. STEFFEN: 11th Cir. Affirms Order Reinstating Ch.7 Case
---------------------------------------------------------------
Terri L. Steffen appeals from the final order of the district
court affirming the bankruptcy court's order granting the second
motion for reconsideration filed by Douglas N. Menchise, the
trustee overseeing Ms. Steffen's Chapter 7 bankruptcy estate,
which order vacated an earlier bankruptcy court order that had
dismissed the Debtor's Chapter 7 case on the ground that it no
longer served the purposes of the Bankruptcy Code.

The district court ruled that the bankruptcy court's Dismissal
Order was non-final, thus not subject to the requirements of
Federal Rule of Civil Procedure 60(b) and reviewable at any time
by the bankruptcy court.  The district court also refused to
overturn the bankruptcy court's Reconsideration Order.

On appeal, Ms. Steffen argues that the district court erred in
holding that the bankruptcy court's Dismissal Order was non-final
because the district court failed to consider the Dismissal
Order's effects on pending litigation and the bankruptcy court's
clear intention to end all litigation and close the case.

In a ruling on Tuesday, the U.S. Court of Appeals for the Eleventh
Circuit affirmed.

Ms. Steffen filed a petition for relief under Chapter 11 of the
Bankruptcy Code in May 2001.  More than six years later, at the
request of one of Ms. Steffen's largest creditors, the bankruptcy
court converted the case into a Chapter 7 bankruptcy.  Douglas
Menchise was appointed as the Trustee.

In December 2008, Ms. Steffen moved to dismiss the case for cause
pursuant to 11 U.S.C. Sec. 707(a) or, in the alternative, to
convert it back to a Chapter 11 bankruptcy.  This motion was
denied, and after a brief stint in the district court, Ms. Steffen
filed a renewed motion to dismiss the bankruptcy case in the
bankruptcy court.

In its Dismissal Order, the bankruptcy court found that the
"continued administration of the estate will not promote the
fundamental purposes of Chapter 7," and therefore, granted Ms.
Steffen's renewed motion to dismiss, subject to the satisfaction
of several conditions.

The Trustee moved for reconsideration, which was denied.  The
Trustee requested reconsideration a second time, based on a state
court action that Ms. Steffen's former counsel filed against her,
alleging numerous instances of concealment and fraud in Ms.
Steffen's bankruptcy proceeding.  The bankruptcy court agreed to
reconsider the order on Ms. Steffen's renewed motion to dismiss
and, in its Reconsideration Order, denied Ms. Steffen's motion.
Thereafter, the district court affirmed on appeal, and Ms. Steffen
filed a timely appeal.

The case is, TERRI L. STEFFEN, Plaintiff-Appellant, v. DOUGLAS N.
MENCHISE, Chapter 7 Trustee, Defendant-Appellee, No. 11-15757,
Non-Argument Calendar (11th Cir.).  A copy of the Eleventh
Circuit's Dec. 11, 2012 per curiam decision is available at
http://is.gd/cSVm0dfrom Leagle.com.


THINKFILM LLC: Bankruptcy Trustee Seeks 'Bad Faith' Sanctions
-------------------------------------------------------------
Matthew Heller at Bankruptcy Law360 reports that the court-
appointed trustee for the bankruptcy estates of five of David
Bergstein's entertainment entities slammed the embattled film
financier and his lawyer in a court filing, saying they had
submitted false financial statements and should be sanctioned for
their "bad faith antics."

Bankruptcy Law360 relates that Trustee Ronald Durkin expressed his
frustration in a motion asking a bankruptcy judge to order
Mr. Bergstein to correct the amended bankruptcy schedules he and
attorney Victor Sahn filed in October.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


THOMAS FRANCES YOUNG: Court Cuts William Davis Firm's Fees
----------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz denied portions of the fee
requested by William F. Davis & Associates, P.C., for the firm's
work as counsel for Thomas Frances Young and Consuelo Angelina
Young.

The firm seeks allowance as an administrative expense the sum of
$53,930.28, consisting of post-petition professional services in
the amount of $49,573.00, costs and expenses in the amount of
$887.01, and applicable gross receipts taxes in the amount of
$3,470.27.  The firm's First and Final Application seeks allowance
and payment of compensation as a Chapter 11 administrative expense
for the period of June 30, 2011 through June 6, 2012.

Bank'34, a creditor of the Debtor, asked the Court to deny the Fee
Application in its entirety on the grounds that (1) the firm
failed to file a fee application at least every 180 days as
required by the Court's prior order authorizing the Debtors to
employ William F. Davis & Assoc., P.C.; and (2) the firm failed to
adequately disclose the source of compensation as required by
Fed.R.Bankr.P. 2016(a).   Bank '34 also challenges the
reasonableness of the requested fees on the grounds that the fees
were not reasonably likely to benefit the Debtors' estate.

The Fee Application lists Mr. and Mrs. Young as the source of
compensation when, in fact, Laguna LLC paid roughly $15,283.19 of
the total amount paid.  This is roughly 49% of the amount
Attorneys have been paid for representing the Debtors in the
bankruptcy case.  Approximately 42% of the total amount billed
remains unpaid.

Judge Jacobvitz held that the firm's failure to file a fee
application within 180 days and disclose the source of
compensation does not bar them from receiving compensation.
However, the Court said a portion of the fees and costs charged
must be disallowed.  The Court found it appropriate to reduce the
amount of allowed compensation by $1,500 as a sanction for the
firm's failure to comply with a provision of the Employment Order.
As sanction for failing to comply with Rule 2016(a), the Court
also required the firm to return $6,113.28 to Laguna L.L.C., which
is 40% of the amount of attorney's fees Laguna, L.L.C. paid the
firm.  The Court also reduced the amount of alowed compensation by
$6,113.28.

Bank'34 objected to 25.7 hours the firm spent investigating
whether a so-called Water Mill Litigation could be removed to
federal court. The legal standards relating to removal are well
settled. The Court said the firm's charges are excessive and
disallowed one-third of the amount charged for such services, or
$1,438.00.

Thomas Frances Young and Consuelo Angelina Young filed a voluntary
petition, pro se, under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.M. Case No. 11-12554) on May 31, 2011.  The Schedules filed of
record in the Debtors' bankruptcy case reflect assets valued at
$5,824,750, secured claims of about $4,529.055, and non-priority
unsecured claims totaling $142,954.  The Debtors' properties
include their residence, a fitness center, two rental homes, a
condo, a piece a vacant land, and four business buildings.  The
Debtors also own 100% of a New Mexico Limited Liability Company,
Laguna, L.L.C., which operates the fitness center.

The firm began drafting a plan and disclosure statement for the
Debtors in April 2012; however, the Debtors ultimately elected to
convert from a Chapter 11 case to a Chapter 7 case on June 6,
2012, rather than to seek confirmation of a plan.  On Sept. 10,
2012, the firm withdrew as counsel for the Youngs.


THORNBURG MORTGAGE: Banks Settle Bond Class Action for $11.5MM
--------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that a group of
financial institutions -- including Credit Suisse Securities (USA)
LLC, RBS Securities Inc. and Greenwich Capital Acceptance Inc. --
agreed to pay $11.25 million in New Mexico federal court to settle
a securities class action alleging they misled investors about $5
billion in risky mortgage bonds issued by now-defunct Thornburg
Mortgages Inc.

Bankruptcy Law360 relates that the settlement ends allegations
claiming the institutions prepared and issued false and misleading
registration statements, prospectuses and prospectus supplements
in connection with the sale of certain mortgage loan pass-through
certificates.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TRI-VALLEY CORP: Sells More Assets for Add'l $17 Million
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tri-Valley Corp. held another auction, and was
authorized Dec. 11 to sell oil and gas properties in the field
near Oxnard, California, for about $17 million.  The buyer is
Clarity Management LP.  The oil and natural gas production and
development company previously receive approval to sell other
properties for a combined $3.2 million.

                       About Tri-Valley Corp.

Bakersfield, California-based Tri-Valley Corporation (OTQCB: TVLY)
-- http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.  It has 21 wells in California and
exploration rights in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.

The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million.  Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes.  There is an unsecured note for $528,000 and
$9.4 million in unsecured debt owing to suppliers.


TRONOX INC: Closing Arguments Held in $14-Bil. Kerr-McGee Trial
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that closing arguments were held Dec. 12 in the lawsuit
where creditors of Tronox Inc. are seeking $14 billion from former
Tronox parent Kerr-McGee Corp.  The trial began in May and
continued until the parties filed final papers last month laying
out their interpretations of the evidence.

According to the report, Tronox creditors and the U.S. produced
testimony at trial that they say provides foundation for giving
them more than $14 billion in damages for environmental
remediation costs left with Tronox when it was spun off from Kerr-
McGee and later went bankrupt.

The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In re
Tronox Inc.), 09-1198, U.S. Bankruptcy Court, Southern District of
New York (Manhattan).

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


US SECURITY: Moody's Affirms 'B1' CFR/PDR; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service affirmed US Security Associates
Holdings, Inc.'s B1 corporate family ("CFR") and probability of
default ratings ("PDR") and revised the rating outlook to negative
from stable.

The negative rating outlook reflects the company's weak operating
performance following the February 2012 Andrews International
acquisition and the risk that earnings may not improve
sufficiently to bring metrics in a range appropriate for a B1 CFR.
Revenue, earnings and cash flow thus far in 2012 have been below
expectations set out at the acquisition, primarily due to contract
losses. While Moody's expects customer attrition to recede, and
synergy realization to result in near-term EBITDA growth, earnings
remain at risk of further customer losses. Moody's projects 2013
lease-adjusted Debt/EBITDA in the mid- to high-5 times range and
interest coverage in the high- 1 times (EBITDA-CapEx)/Interest
range.

The following ratings were affirmed:

  Issuer: U.S. Security Associates Holdings, Inc.

   Corporate Family Rating, at B1

   Probability of Default Rating, at B1

   $75 million Senior Secured Revolving Credit Facility due 2016,
   at Ba3 (LGD3 38%)

   $345 million Senior Secured Term Loan due 2017, at Ba3 (LGD3
   38%)

   $75 million Senior Secured Delayed Draw Term Loan due 2017, at
   Ba3 (LGD3 38%)

Ratings Rationale

The B1 Corporate Family Rating ("CFR") is constrained primarily by
a highly leveraged balance sheet and the event risk associated
with private equity ownership. The company's recession-resistant
end market demand characteristics, competitive position, customer
diversity, high retention rates, flexible cost structure, and
minimal capital spending requirements lend stability to the
financial performance of the business. The rating is also
supported by the company's good liquidity profile.

The negative outlook reflects the company's underperformance
following the Andrews acquisition, and the risk that earnings may
not improve sufficiently to bring metrics in a range appropriate
for a B1 CFR.

Moody's could downgrade the ratings if in the next year US
Security does not make progress towards reducing leverage to 5
times and increasing interest coverage to 2 times through earnings
improvement, debt repayment, or acquisitions that would improve
credit metrics. The ratings would also be pressured if the company
experiences substantial contract losses, does not realize
synergies in the expected timeframe, or if the liquidity position
deteriorates.

The outlook could be stabilized if leverage trends towards 5.0
times and interest coverage to 2 times. A stable outlook would
also require maintenance of good liquidity.

The CFR could be raised with continued organic revenue growth,
leverage sustainably below 3.5 times, free cash flow to debt
sustainably above 10%, and maintenance of good liquidity. An
upgrade likely would require a commitment to more conservative
long-term financial policies.

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

U.S. Security Associates Holdings, Inc. is a leading provider of
uniformed security guards in North America. The company has been
privately held by Goldman Sachs Capital Partners since July 2011.
US Security reported revenue of approximately $1.1 billion for the
twelve months ended September 27, 2012.


WAVE HOUSE: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------
Tiffany L. Carroll, Acting U.S. Trustee for Region 15, notified
the U.S. Bankruptcy Court for the Southern District of California
that she was unable to appoint an official committee of unsecured
creditors in the Chapter 11 cases of Wave House Belmont Park, LLC.

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent.  The Debtor disclosed
$28.3 million in assets and $17.6 million in liabilities.


WEBSTER FINANCIAL: Fitch Says Share Repurchase Won't Affect Rating
------------------------------------------------------------------
Webster Financial Corporation's recently announced $100 million
share repurchase authorization has no immediate impact on its
current ratings according to Fitch Ratings.  The agency does not
expect Webster's tangible common equity (TCE) ratio to decrease by
more than 25 basis points (bps) based on the results of fourth-
quarter repurchase activity.  As articulated in Fitch's press
release affirming Webster's ratings on Nov. 26, 2012, a reduction
in Webster's TCE ratio of greater than 25 bps (from 3Q'12 levels)
could have a negative impact on its current ratings and/or Rating
Outlook.

Fitch has the following ratings for Webster and Webster Bank, NA:

Webster Financial Corporation

  -- Long-term Issuer Default Rating (IDR) 'BBB', Stable Outlook;
  -- Senior Unsecured 'BBB';
  -- Viability Rating 'bbb';
  -- Short-term IDR 'F2';
  -- Preferred stock 'B+';
  -- Support '5';
  -- Support Floor 'NF'.

Webster Bank, NA

  -- Long-term IDR 'BBB', Stable Outlook;
  -- Long-term deposits 'BBB+';
  -- Viability Rating 'bbb';
  -- Subordinated Debt 'BBB-';
  -- Short-term IDR 'F2';
  -- Short-term Deposits 'F2';
  -- Support '5';
  -- Support Floor 'NF'.


ZACKY FARMS: Court OKs Lowenstein Sandler as Panel's Lead Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Zacky Farms,
LLC Chapter 11 case obtained authorization from the U.S.
Bankruptcy Court for the Eastern District of California to retain
Lowenstein Sandler PC as lead bankruptcy counsel, nunc pro tunc to
Oct. 18, 2012.

Lowenstein Sandler will, among other things, assist and advise the
Committee with legal advice with respect to its powers, rights,
duties, and obligations in the Chapter 11 case, at these hourly
rates:

      Kenneth A. Rosen       $780
      Jeffery D. Prol        $645
      Bruce Nathan           $730
      Wojciech F. Jung       $540
      Keara Waldron          $285
      Elie J. Worenklein     $310

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

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.  It listed
between $50 million and $100 million in both assets and debts.

Bankruptcy Judge Thomas Holman presides over the case.  Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor.  The petition was signed by Keith F. Cooper, the Debtor's
sole manager.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZACKY FARMS: FTI Consulting OK'd as Chief Restructuring Officer
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
has granted Zacky Farms LLC's request to continue employing FTI
Consulting, Inc., as the Debtor's Chief Restructuring Officer, and
approving the engagement agreement between the Debtor and Keith F.
Cooper and FTI.

Keith F. Cooper will serve as the Debtor's sole manager.  He will
be assisted by Sean M. Harding and additional FTI staff members as
necessary.

The firm's rates are:

  Professional                           Rates
  ------------                           -----
  Senior Managing Director              $780-895
  Directors / Managing Directors        $560-745
  Associates / Consultants              $280-530
  Administration / Paraprofessionals    $115-230

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

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.  It listed
between $50 million and $100 million in both assets and debts.

Bankruptcy Judge Thomas Holman presides over the case.  Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor.  The petition was signed by Keith F. Cooper, the Debtor's
sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


* Moody's Says US Steel Distributors Face Greater Headwinds
-----------------------------------------------------------
The seven US steel and energy distributors that Moody's Investors
Service rates all have stable outlooks over the next 12 months,
but those focused on distributing steel products face greater
headwinds than those concentrating on the energy sector, Moody's
says in a new report.

McJunkin Red Man Corporation (B1 stable) and Edgen Group Inc. (B3
stable), which serve the energy sector, can look forward to a more
reliable year, thanks to strong oil prices and a pressing demand
for infrastructure to serve energy production, Moody's says. But
the ratings agency says all seven companies in the segment should
be able to manage the challenges of soft steel prices and global
economic uncertainties.

"We do not foresee a sustained increase in either US steel prices
or volumes in 2013, but rather continued weakness amid excess
worldwide capacity, higher imports and raw material deflation,"
says Michael Corelli, Moody's Vice President -- Senior Analyst and
author of "US Steel and Energy Distributors Well Positioned to
Weather Industry Headwinds."

Distributors' margins tend to rise and fall in line with steel
prices and demand, Corelli says, but pricing often matters more
than demand for companies' earnings. Low steel prices reduced
EBITDA for most US steel distributors in late 2012. Metals USA,
Inc. (B1 stable) saw a 14% decline in EBITDA during the third
quarter, while EBITDA for Russel Metals, Inc. (Ba1 stable)
decreased by 10%.

But the steel and energy distributors can all cope with continuing
soft pricing, Moody's says. Some have recently completed
refinancings that have extended their debt maturities, enhanced
liquidity and reduced interest costs. McJunkin, Edgen and Metals
USA have all significantly reduced their interest costs via recent
refinancings.

The seven rated distributors also benefit from their industry's
extremely low capital-investment needs, Corelli says. From 2008 to
2012, the companies' combined spending on capital averaged less
than 1% of their sales. McJunkin invested capital averaging less
than 0.5% of its sales during that period.

The US energy and steel distributors enjoy good liquidity today in
general. Reliance Steel & Aluminum Co (Baa3 stable) and Russel
have very strong liquidity heading into the new year, even after
making acquisitions.


* FDIC's $1.5-Bil. MBS Lawsuit Must Stay in Federal Court
---------------------------------------------------------
Ciaran McEvoy at Bankruptcy Law360 reports that a California
federal judge denied the Federal Deposit Insurance Corp.'s request
to send a $1.5 billion lawsuit against major lenders back to Texas
state court, ruling that federal, not state, claims predominate in
the case over whether big banks deceived Guaranty Bank into buying
toxic mortgage-backed securities.


* GOP Sens. Attack HUD Response to FHA Reserve Shortfall
--------------------------------------------------------
Daniel Wilson at Bankruptcy Law360 reports that several Republican
senators attacked the U.S. Department of Housing and Urban
Development's allegedly inadequate response to bad loans on the
Federal Housing Administration books, in the wake of a threatened
bailout over a $16.3 billion shortfall in the agency's reserves.

Bankruptcy Law360 says the attack came as senators grilled Housing
and Urban Development Secretary Shaun Donovan as part of a Senate
Banking, Housing and Urban Affairs Committee hearing on the FHA's
financial challenges, brought to light by the Nov. 16 release of
an external audit.


* Miami Businessmen Charged in $40MM Investment Fraud Scheme
------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that two top
executives of a bankrupt Miami Beach-based manufacturing company
were arrested and charged with fraud on Friday for conning
investors out of $40 million as the U.S. Securities and Exchange
Commission brought a parallel civil suit over the alleged scheme.

Claudio Eleazar Osorio, also known as Claudio Osorio Rodriguez,
54, of Aventura, Fla., and Craig Stanley Toll, 64, of Pembroke
Pines, Fla., were hit with a 23-count indictment in Florida
federal court for deceiving investors about the use of investor
funds, Bankruptcy Law360 says.


* US, UK Plan for Failed Banks May Not Curb Regulator Fights
------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that the U.S. and the
U.K. outlined a plan to unwind insolvent global financial firms
from the top down in order to limit the possible damage to the
global economy, but skeptics say the plan is unlikely to prevent
all-out brawls among international regulators if a big bank fails.

One of the most complex questions to emerge from the 2007-09
global financial crisis was how to deal with the failure of so-
called too-big-to-fail financial institutions and avoid taxpayer
bailouts, Bankruptcy Law360 says.


* Jurisdiction for Fee Awards Lost After Dismissal
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that after a Chapter 13 case was dismissed for failure to
make required payments, the bankruptcy court lost subject matter
jurisdiction to grant a fee award to the debtor's counsel on a fee
application not filed until after dismissal.

According to the report, U.S. District Judge Mark R. Hornak in
Pittsburgh said there would have been jurisdiction had the
bankruptcy court specifically retained jurisdiction to pass on the
fee application.

Judge Hornak either distinguished or disagreed with cases passing
on fee applications after dismissal.

The case is Iannini v. Winnecour, 12-00225, U.S. District Court,
Western District of Pennsylvania (Pittsburgh).


* Improperly Recorded Mortgage Held Valid in Bankruptcy
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an improperly recorded first mortgage was nonetheless
valid in bankruptcy given the doctrine of constructive notice
under New York law, a district judge in Brooklyn held in affirming
a ruling by the bankruptcy judge.

The report recounts the first mortgage incorrectly listed the
block and lot.  The same lender later gave the borrowers a second
mortgage which was properly recorded.  After bankruptcy, the
lender filed a purported correction regarding the first mortgage.
The bankruptcy court found the first mortgage was enforceable
because the correctly recorded second mortgage referred to the
existence and amount of the first mortgage.

According to the report, U.S. District Judge Eric N. Vitaliano
upheld the lower court, saying mention in the second mortgage
amounted to constructive notice under New York law such that a
bona fide purchaser would have notice of the existence of the
first mortgage.  Consequently, the bankruptcy trustee was unable
to void the first mortgage.

The case is O'Connell v. JPMorgan Chase Bank NA, 12-1951, U.S.
District Court, Eastern District of New York (Brooklyn).


* Ex-Kirkland Atty's Mental Health Considered in Fraud Suit
-----------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that a New York federal
judge said she wants to hear from medical experts before she OKs a
possible mental health defense in the trial of a former Kirkland &
Ellis LLP bankruptcy partner accused of tax fraud.

At a conference on Tuesday, U.S. District Judge Deborah Batts
scheduled a March 5 hearing with medical experts to see whether
Theodore L. Freedman's use of a purported Asperger's syndrome
diagnosis is affected by the recent reclassification of Asperger's
as "autism spectrum disorder," Bankruptcy Law360 says.


* Quinn Emanuel's Kirpalani Earns Spot in Law360's Bankruptcy MVPs
------------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that Susheel Kirpalani
of Quinn Emanuel Urquhart & Sullivan LLP boldly accused Dynegy
Holdings LLC of orchestrating a fraudulent transfer of company
assets in his examiner's report on Dynegy's controversial Chapter
11, a move that helped restore the claims of company creditors and
earned Kirpalani a spot among Law360's Bankruptcy MVPs.

MR. Kirpalani, the 42-year old chairman of Quinn Emanuel's
bankruptcy and restructuring group, did not equivocate after he
was tapped as examiner to investigate Dynegy's $1.7 billion
prebankruptcy restructuring, according to Bankruptcy Law360.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there
were approximately 3,500 hedge funds, managing capital of about
$150 billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds
with no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a
partnership between the fund managers and the investors."  The
authors then expand upon this definition by explaining what sorts
of investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important
avenue for investors opting to diversify their traditional
portfolios and better control risk" -- an apt characterization
considering their tremendous growth over the last decade.  The
qualifications to join a hedge fund generally include a net worth
in excess of $1 million; thus, funds are for high net-worth
individuals and institutional investors such as foundations, life
insurance companies, endowments, and investment banks.  However,
there are many individuals with net worths below $1 million that
take part in hedge funds by pooling funds in financial entities
that are then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totalling $4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is
low, contrary to common perception.  Investors who have the
necessary capital to invest in a hedge fund or readers who aspire
to join that select club will want to absorb the research,
information, analyses, commentary, and guidance of this unique
book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********

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

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

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

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

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

                           *********

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

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

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

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

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


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