TCR_Public/111031.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 31, 2011, Vol. 15, No. 302

                            Headlines

3POWER ENERGY: Toby Durrant Resigns as CEO, CFO and CIO
4KIDS ENTERTAINMENT: Reaches Deal With Lehman in $36MM ARS Dispute
ALL AMERICAN BANK: Closed; Int'l Bank of Chicago Assumes Deposits
ALLIED IRISH: ISE Approves Listing of Contingent Capital Notes
AMBAC FINANCIAL: Proposes to Employ PWC as Valuation Advisor
AMBAC FINANCIAL: PRFRS Appeals Securities Class Settlement Order

AMBAC FINANCIAL: NY Court Keeps AAC Fraud Claim vs. Credit Suisse
AMERICAN PACIFIC: Moody's Affirms 'B2' Corporate Family Rating
ANDRONICO'S MARKETS: Renovo Capital Buys Firm Out of Bankruptcy
APPLIED MINERALS: To Offer $100 Million of Securities
BANK OF GRANITE: Completes Merger with FNB United

BANKATLANTIC BANCORP: Receives Non-Compliance Notice from NYSE
BEAZER HOMES: BNP Paribas Discloses 4.7% Equity Stake
BENDIX COMMERCIAL: PBGC Sues Firm for Pension Debt
BERNARD L. MADOFF: Trustee Sues HSBC Irish Unit for $86.4MM
BIOVEST INTERNATIONAL: FDA Grants Orphan Drug Status to BiovaxID

BOCA BRIDGE: Access of JPM Cash Collateral Expires Today
BOYD GAMING: Fitch Affirms Issuer Default Rating at 'B'
CANO PETROLEUM: Receives Stock Exchange Compliance Notice
CAPITOL BANCORP: Annual Shareholders Meeting Scheduled for Dec. 8
CATALYST PAPER: Third Avenue Discloses 30.4% Equity Stake

CENTRAL BUILDING: Court Approves Stinson Morrison as Counsel
CENTRAL FALLS: Amends List of Largest Unsecured Creditors
CHRISTIAN BROTHERS: Committee Opposes Archdiocese Settlement
CHRYSLER GROUP: UAW Members Ratify Tentative Labor Agreement
CIT GROUP: DBRS Affirms Issuer Rating at 'B' After Q3 Results

CLAIRE'S STORES: Bank Debt Trades at 12% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
COMMERCIAL VEHICLE: Reports $7.3-Mil. Net Income in 3rd Quarter
DALLAS STARS: Employs KPMG as Auditor and Tax Advisor
DANA HOLDING: Third-Quarter Profit Doubles on Strong Sales

DECORATOR INDUSTRIES: Taps Richard Gross & Louis Plung as Auditor
DECORATOR INDUSTRIES: Taps Robert Bradley as Real Estate Brokers
DODGEN AIRCRAFT: Closures Won't Affect Allegan Airport Operations
DRYSHIPS INC: Signs $141 Million Loan Facility for Four Tankers
DULCES ARBOR: Expands Scope of Pierce & Little's Employment

DUTCH GOLD: Terminates Offering Under 2003 Stock Incentive Plan
ELEPHANT & CASTLE: Has Access to Cash Collateral Until Nov. 3
ELZA CONSTRUCTION: Ordered to Meke Adequate Protection Payment
ENBRIDGE ENERGY: DBRS Confirms 'BB' Rating on Junior Sub. Notes
ENERGY COMPOSITES: Completes Sale of ECC-C to Mancls

EQUITABLE OF IOWA: Fitch Upgrades Rating on 8.42% Sec. to 'BB'
ESTATE FINANCIAL: Wants to Hire IDS to Information Consultant
E*TRADE FINANCIAL: DBRS Rates Issuer & Senior Debt at 'B'
EXTENDED STAY: Briefing Schedule on $8-Bil. Blackstone Suit Set
EXTENDED STAY: Deadline to Object to Claims Extended to Jan. 18

EXTENDED STAY: Files Post-Confirmation Report for Third Quarter
FIRST NATIONAL: Can Access Capmark Cash Collateral Until Dec. 31
GAME TRADING: Jack Koegel Resigns from Board of Directors
GENERAL SHOPPING: Fitch Affirms 'BB-' Foreign Currency IDR
GLEN ROSE: Incurs $14.6 Million Net Loss in Fiscal 2011

GREYSTONE PHARMACEUTICALS: Templeton Files Competing Reorg Plan
GRUBB & ELLIS: C-III Investments Discloses 4.9% Equity Stake
GRUBB & ELLIS: Obtains $10-Mil. Term Loan from C-III Investments
HARRISBURG, PA: Mayor Asks Judge for Authority to Pay Bills
HAWKER BEECHCRAFT: Bank Debt Trades at 27% Off in Secondary Market

HERCULES OFFSHORE: Files Fleet Status Report as of Oct. 26
HERCULES OFFSHORE: Incurs $17 Million Net Loss in 3rd Quarter
HERITAGE CONSOLIDATED: Stipulation on Cash Use Expires Today
HILLSIDE VALLEY: Court Dismisses Chapter 11 Case
HIT ENTERTAINMENT: Moody's Says 'Caa1' Likely to Be Withdrawn

HOLDINGS OF EVANS: Hearing on Cash Collateral Use Set for Nov. 3
HORIZON LINES: To Discontinue Trans-Pacific FSX Service
HOVNANIAN ENTERPRISES: S&P Gives 'CC' Rating on Sr. Sec. Notes
HUDSON HEALTHCARE: Court OKs Sale of All Assets to Bayonne Owner
HUGHES TELEMATICS: Amends Form S-1, Registers 16MM Common Shares

HUGHES TELEMATICS: Files Post-Effective Amendment to Form S-1
HUSSEY COPPER: Wants to Give Bonuses in Connection With Sale
INTERLINE BRANDS: Moody's Affirms 'B1' CFR; Outlook Positive
IRVINE SENSORS: Safran SA Discloses 49.1% Equity Stake
ISTAR FINANCIAL: Incurs $54.6 Million Net Loss in Third Quarter

J. CREW: Bank Debt Trades at 7% Off in Secondary Market
J.C. EVANS: First State Reserves Rights to Object to Surety Liens
J.C. EVANS: Withdraws Motion to Approve Stalking Horse Offer
J.C. EVANS: Committee Has OK for Gardere Wynne as Counsel
JER/JAMESON MEZZ: Voluntary Chapter 11 Case Summary

KEELEY AND GRABANSKI: Trustee Can Hire Kaler Doeling as Counsel
KOOSHAREM CORP: S&P Withdraws 'CC' Corp. Credit Rating at Request
KOREA TECHNOLOGY: R&W Corp.-Led Auction Set for Nov. 2
KH FUNDING: Taps Allegiance and Sails as Real Estate Brokers
KV PHARMACEUTICAL: Has Work to Do to Find Financial Footing

LE-NATURE'S INC: Former Consultant Gets 10 Years for Fraud
LEHMAN BROTHERS: Has Deal for Purchase of Aceso Stock from LBI
LEHMAN BROTHERS: PIMCO Opposes TBA Claims Determination
LEHMAN BROTHERS: Has Deal Abandoning Claim in UPM Receiver Funds
LEHMAN BROTHERS: Has Deal for HSBC's Return of EUR100 Million

LEHMAN BROTHERS: Rosslyn LB Commences Suit vs. USREO/Rosslyn
LEHMAN BROTHERS: Proposes to Form Director Selection Committee
LEHMAN BROTHERS: Has Deal for Purchase of Aceso Stock from LBI
LIBBEY INC: Reports $7.1 Million Net Income in Third Quarter
LYONDELL CHEMICAL: Insurer Fights D&O Coverage in Buyout Suit

M WAIKIKI: Seeks OK to Hire XRoads Solutions as Financial Advisors
MCDONALD BROTHERS: Hires Lewis DeBernard as Realtor
MCDONALD BROTHERS: Files Schedules of Assets & Liabilities
MEDICURE INC: Common Shares Now Trading on TSX Venture Exchange
MICROVISION INC: Gets NASDAQ Listing Deficiency Notice

MONEYGRAM INT'L: Posts $15.8 Million Net Income in 3rd Quarter
MOORE SORRENTO: Employs Shackelford Hawkins as Special Counsel
MOORE SORRENTO: Can Use Wells Fargo Cash Collateral Until Nov. 6
MSR RESORT: Proposes Doral Golf Sale; Trump Endeavor Bid Leads
NET ELEMENT: Signs $1.6 Million Loan Agreement with Enerfund

NETFLIX INC: Moody's Changes Outlook on 'Ba2' CFR to Stable
NETFLIX INC: S&P Lowers Corporate Credit Rating to 'BB'
NUTRITION 21: Court Approves BDO Capital as Financial Advisor
O&G LEASING: Can Employ BMC Group as Voting Agent
OASIS PETROLEUM: S&P Affirms 'B' Corporate Credit Rating

OPEN RANGE: Seeks to Employ FTI as Restructuring Officers
OPEN RANGE: Court Approves Logan & Company as Claims Agent
OPTI CANADA: Incurs C$289.7 Million Net Loss in 3rd Quarter
OWENS CORNING: Garlock Sealing Won't Get Documents
OWENS CORNING: GAO Releases Report on Sec. 524(g) Asbestos Trusts

PACIFIC MONARCH: Case Summary & 20 Largest Unsecured Creditors
PLAYPOWER HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
POST STREET: Post Investors Wants Court to Deny Plan Outline
PURSELL HOLDINGS: Can Use BankLiberty Cash Collateral
QUANTUM CORP: Posts $3.5 Million Net Income in Fiscal 2nd Quarter

R.E. LOANS: Committee Seeks to Retain FTI as Financial Advisors
R.E. LOANS: Committee Seeks to Retain Akin Gump as Counsel
REALOGY CORP: Bank Debt Trades at 15% Off in Secondary Market
REGAL ENTERTAINMENT: Posts $25 Million Net Income in 3rd Quarter
REVLON INC: Reports $100,000 Net Income in Third Quarter

ROTHSTEIN ROSENFELDT: Trustee Sues Firm's Gen. Counsel for $38MM
RYLAND GROUP: Incurs $21.3 Million Net Loss in Sept. 30 Quarter
SAAB AUTOMOBILE: Misses Deadline to Respond to Restructuring Bid
SAND SPRING: Case Summary & 3 Largest Unsecured Creditors
SECURITY NATIONAL: Meeting to Form Creditors' Panel Today

SEDONA DEVELOPMENT: Specialty Amends Proposed Plan Outline
SHARPER IMAGE: Iconix Snaps Up Assets From PE Duo for $65.6MM
SHERITT INT'L: DBRS Assigns 'BB' Rating on Sr. Unsecured Notes
SOLYNDRA LLC: US Trustee Wants Trustee Plea Exhibits Authenticated
SOLYNDRA LLC: More Gov't-Backed Solar Firms Face Fin'l Hurdles

SONJA TREMONT: Files Amended Chapter 11 Plan
SOUTH EDGE: Judge Approves Chapter 11 Plan
SOUTH PADRE: Plan Confirmed; PlainsCapital Paid Over 18 Months
SOUTHERN MONTANA: May Face Chapter 11 Case Dismissal Push
SPRINGLEAF FINANCE: Bank Debt Trades at 9% Off in Secondary Market

STRATEGIC AMERICAN: To Amend 2010 Annual Report
SUMMER VIEW: Receiver Clyde Holland Ordered to Turnover Assets
SYNOVUS FINANCIAL: S&P Affirms 'BB-' Counterparty Credit Rating
TRAVELPORT INC: Bank Debt Trades at 13% Off in Secondary Market
TRIBUNE CO: Wins Approval of IRS Pension Claim Settlement

TRIBUNE CO: Court Dismisses Actions Seeking to Recover $468,000
TRIBUNE CO: Chicago Tribune Sees Drop in Ads, Cash Flow Falls
TXU CORP: Bank Debt Trades at 32% Off in Secondary Market
TXU CORP: Bank Debt Trades at 26% Off in Secondary Market
UNI-PIXEL INC: Expands Design & Sampling Program for OEM

UNISYS CORP: Files Form 10-Q, Posts $83.7-Mil. Net Income in Q3
U.S. STEEL: Fitch Affirms 'BB' Issuer Default Rating
USAM CALHOUN: Amends List of Largest Unsecured Creditors
UTEX COMMUNICATIONS: AT&T Texas Wants Case Converted to Chapter 7
VALENCE TECHNOLOGY: Borrows $2 Million from Berg & Berg

VITRO SAB: Judge Denies Protection From $1.35B Bondholder Lawsuit
VYCOR MEDICAL: Files 2nd Amendment to 2009 & 2010 Annual Reports
VYCOR MEDICAL: Amends 93.6 Million Common Shares Offering
WASHINGTON LOOP: Wants Court to Authorize Short Term Funding
WASHINGTON MUTUAL: Trustee Amends Equity Security Holders Panel

W.R. GRACE: Reports Third Quarter 2011 Financial Results
W.R. GRACE: Unlikely to Emerge From Ch. 11 This Year, CEO Says
W.R. GRACE: GAO Releases Report on Sec. 524(g) Asbestos Trusts
YRC WORLDWIDE: NASDAQ Grants Request for Continued Listing
YRC WORLDWIDE: DBD Cayman Discloses 16.6% Equity Stake

* Bankruptcy Filing Fee and Miscellaneous Fees Increase on Nov. 1
* Watchdog: Small U.S. Banks Struggling to Repay Bailout Funds

* Bankruptcy Judge Backs Indiana Gambling Company in Tax Fight

* BOND PRICING -- For Week From Oct. 24 to 28, 2011



                            *********

3POWER ENERGY: Toby Durrant Resigns as CEO, CFO and CIO
-------------------------------------------------------
Toby Durrant has resigned as the Chief Executive Officer, Chief
Financial Officer, Chief Investment Officer and as a member of the
Board of 3Power Energy Group Inc. effective as of Oct. 19, 2011.
Mr. Durrant has not expressed any disagreement with the Company on
any matter relating to the Company's operations, policies or
practices.

Effective as of Oct. 19, 2011, Mr. Umamaheswaran Balasubramaniam
has been appointed as the Company's Chief Executive Officer.  He
has served as a member of the Company's Board since Sept. 12,
2011.  He brings into the company 35 years' major experience and
top level relations especially in the Middle East and Asia as well
as a distinguished expertise in developing and managing mega-size
projects.  The Company previously agreed that Mr. Balasubramaniam
will be compensated for his services as a director in the amount
of $2,000 per month, plus an option grant to purchase 50,000
shares of the Company's common stock with an exercise price per
share equal to the market value of the Company's common stock per
share on the date of such grant.  No changes have been made to his
compensation at the current time.

Effective as of Oct. 19, 2011, Mr. Shariff Rehman has been
appointed as the Company's Chief Financial Officer.  He has served
as a member of the Company's Board since Sept. 12, 2011.
Mr. Rehman is currently the CEO of the Falak Holding Group of
companies, a Dubai based group involved in several diversified
business sectors including as the initiator and a major
shareholder of the $3.6 Billion Dubai sport city project - the
world's largest sports themed real estate project.  The Company
previously agreed that Mr. Rehman will be compensated for his
services as a director in the amount of $2,000 per month, plus an
option grant to purchase 50,000 shares of the Company's common
stock with an exercise price per share equal to the market value
of the Company's common stock per share on the date of such grant.
No changes have been made to his compensation at the current time.

On Oct. 19, 2011, Mr. James Wilson was appointed to the Board.
Since 2001, Mr. Wilson has served as the co-founder, chief
executive officer and director of Seawind Energy Limited and
Seawind Services Limited.  Prior to those positions, he worked as
a Production and Mechanical Engineer in the marine, shipping and
defense sectors in various capacities.  He received his MBA in
1994 from Henley Management College.  The Company is currently
negotiating compensation arrangements with Mr. Wilson.  The
Company has not yet determined on which committees of the Board
Mr. Wilson will serve.

On Oct. 19, 2011, Mr. Mohammed Falaknaz was appointed to the
Board.  Mr. Falaknaz is currently the vice president and
spokesperson of the Falak Holding Group (prominent Dubai based
family investment company and major shareholder in the Dubai Sport
City multi-billion dollar project) and the president of the UAE
national Rugby Association.  Mr. Falaknaz has initiated and led
local and international events for the Falak Holding Group and the
UAE rugby association.  Mr. Falaknaz received a degree in computer
science from the University of Nebraska.  The Company has
determined that it will benefit from Mr. Falaknaz's expertise,
knowledge and relationships in the Arabian Gulf and Middle East
region as a member of the Board.  The Company has not yet
determined on which committees of the Board Mr. Falaknaz will
serve.  No decisions have been made regarding Mr. Falaknaz'
compensation at this time.

                      About 3Power Energy

3Power Energy Group Inc. was incorporated in Nevada in December
2002.  On March 30, 2011, the Company changed its name from Prime
Sun Power Inc. to 3Power Energy and increased its authorized share
capital to 300,000,000 shares.  The Company plans to pursue a
business model producing renewable generated electrical power and
other alternative energies.

On May 13, 2011, the Company entered into a Stock Purchase
Agreement with Seawind Energy Limited and its subsidiaries,
pursuant to which the Company acquired 100% of the issued and
outstanding common stock of Seawind Energy, in exchange for the
issuance of 40,000,000 restricted shares of the Company's common
stock.  The acquisition was accounted for as a reverse merger and,
accordingly, the Company is the legal survivor and Seawind Energy
is the accounting survivor.

The Company's balance sheet at June 30, 2011, showed $2.5 million
in total assets, $5.6 million in total liabilities, and a
shareholders' deficit of $3.1 million.

"The Company has incurred a net loss of $1,191,707 for the three
months ended  June 30, 2011 and has a shareholders' deficiency of
$3,122.003 at June 30, 2011.  The ability of the Company to
continue as a going concern is dependent upon, among other things,
its successful execution of its plan of operations and ability to
raise additional financing or capital.  There is no guarantee that
the Company will be able to raise additional financing capital or
sell any of services or products at a profit.  These factors,
among others, raise substantial doubt regarding the Company's
ability to continue as a going concern."


4KIDS ENTERTAINMENT: Reaches Deal With Lehman in $36MM ARS Dispute
------------------------------------------------------------------
Erin Coe at Bankruptcy Law360 reports that 4Kids Entertainment
Inc. on Thursday asked a New York bankruptcy court to sign off on
the children's entertainment company's settlement of part of its
$36 million arbitration proceeding alleging Lehman Brothers
Holdings Inc. and others improperly invested most of 4Kids' funds
in risky auction rate securities.

In its bid seeking approval of the deal, the Company said it
resolved its claims filed with the Financial Industry Regulatory
Authority against Lehman Brothers and three individual account
executives, Law360 relates.

                     About 4Kids Entertainment

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

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

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

On July 8, 2011, Tracy Hope Davis, the U.S. Trustee for Region 2,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases.  Hahn & Hessen LLP serves as
counsel to the Committee.  The Committee tapped Epiq Bankruptcy
Solutions LLC as its information agent.


ALL AMERICAN BANK: Closed; Int'l Bank of Chicago Assumes Deposits
-----------------------------------------------------------------
All American Bank of Des Plaines, Ill., was closed Friday, Oct.
28, 2011, by the Illinois Department of Financial and Professional
Regulation - Division of Banking, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with International Bank of Chicago to assume all of the
deposits of All American Bank.

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

As of June 30, 2011, All American Bank had $37.8 million in total
assets and $33.4 million in total deposits.  In addition to
assuming all of the deposits, International Bank of Chicago agreed
to purchase essentially all of the failed bank's assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-350-2746.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $6.5 million.  Compared to other alternatives,
International Bank of Chicago's acquisition was the least costly
resolution for the FDIC's DIF.  All American Bank is the 85th
FDIC-insured institution to fail in the nation this year, and the
ninth in Illinois.  The last FDIC-insured institution closed in
the state was Country Bank, Aledo, on Oct. 14, 2011.


ALLIED IRISH: ISE Approves Listing of Contingent Capital Notes
--------------------------------------------------------------
Allied Irish Banks, p.l.c., announced that, following the issue of
EUR1.6 billion of contingent capital notes at par to the Minister
for Finance on July 27, 2011, the Irish Stock Exchange has
approved the admission of the Contingent Capital Notes to the
Official List of the ISE and to trading on the Global Exchange
Market of the ISE, an exchange-regulated market.

Listing particulars were approved by the ISE in connection with
the Listing and will be available shortly on AIB's Web site at:

                         www.aibgroup.com

                 About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The Company's balance sheet at June 30, 2011, showed
EUR126.87 billion in total assets, EUR120.01 billion in total
liabilities, and EUR6.86 billion in total shareholders' equity
including non-controlling interests.


AMBAC FINANCIAL: Proposes to Employ PWC as Valuation Advisor
------------------------------------------------------------
Ambac Financial Group, Inc., seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
PricewaterhouseCoopers LLP as its accounting and valuation
advisors, nunc pro tunc to Sept. 26, 2011.

As the Debtor's advisor, PwC will provide certain accounting
advisory and valuation services to the Debtor, including, among
other things:

  (i) accounting advice regarding the Debtor's application and
      implementation of fresh start accounting, including
      industry standard practices and selection of new
      accounting policies;

(ii) advice and assistance in the Debtor's accumulation of data
      and preparation of various schedules, account analyses and
      reconciliations;

(iii) identification and estimation of the fair value of assets
      and liabilities in accordance with FASB ASC 820; and

(iv) project management advisory services regarding advice on
      development of project plans, status reports and other
      completion risks and interdependencies among the different
      work streams.

The Debtor will pay PwC according to the firm's customary rates:

  A. Accounting Advisory Fees
         Title                         Rate per Hour
         -----                         -------------
         Partner                           $700
         Managing Director                 $525
         Director                          $500
         Senior Manager                    $500
         Manager                           $375
         Senior Associate                  $315
         Associate                         $250
         Admin                             $103

  B. Valuation Fees
         Title                         Rate per Hour
         -----                         -------------
         Partner                           $700
         Managing Director                 $549
         Director                          $522
         Senior Manager                    $522
         Manager                           $401
         Senior Associate                  $335
         Associate                         $282
         Admin                             $103

  C. Bankruptcy Services Fees
         Title                         Rate per Hour
         -----                         -------------
         Partner                           $700
         Managing Director                 $500
         Director                          $460
         Senior Manager                    $460
         Manager                           $355
         Senior Associate                  $295
         Associate                         $250
         Admin                              $90

  D. Other Accounting Assistance Fees
         Title                         Rate per Hour
         -----                         -------------
         Partner                           $650
         Managing Director                 $485
         Director                          $485
         Senior Manager                    $395
         Manager                           $310
         Senior Associate                  $205
         Associate                         $150
         Admin                              $95

PwC will also seek reimbursement for reasonable and necessary
expenses incurred.

Bret Griffin, a partner at PricewaterhouseCoopers LLP, discloses
that pursuant to the expense sharing and cost allocation
agreement entered into among the Debtor, Ambac Assurance
Corporation and their subsidiaries and affiliates in connection
with the Debtor's Second Amended Plan of Reorganization,
effective as of the later of the effective date of the Plan and
the date the Circuit Court for Dane County, Wisconsin, overseeing
the rehabilitation proceedings of AAC's Segregated Account enters
a non-stayed order approving the Cost Sharing Agreement, AAC will
with the Office of the Commissioner of Insurance, as
rehabilitator of the Segregated Account's consent, reimburse the
Debtor for 50% of the fees and expenses paid to PwC up to a
maximum of $1 million.

Mr. Griffin further discloses that on July 7, 2011, the
Rehabilitator filed with the Circuit Court an application seeking
to employ PwC relating to (i) the plan of rehabilitation for
the Segregated Account or possible amendments thereto; (ii)
preserving and quantifying net operating losses; and (iii) the
potential impacts of cancellation-of-indebtedness income and
related planning, structuring and strategies.  The Rehabilitator
Services will be provided by a separate PwC engagement team and,
an ethical wall has been established between these separate PwC
engagement teams to prevent access to information related to each
engagement other than by the relevant engagement team, he assures
the Court.

In addition, Mr. Griffin discloses that PwC has provided, and
likely will continue to provide to certain parties in matters
services unrelated to the Debtor's Chapter 11 case, a schedule of
which is available for free at:

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

Mr. Griffin insists that PwC is a "disinterested person" as the
term is defined under Section 101 (14) of the Bankruptcy Code.

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: PRFRS Appeals Securities Class Settlement Order
----------------------------------------------------------------
Police and Fire Retirement System of the City of Detroit filed
with the U.S. District Court for the Southern District of New
York a statement of issues and designation of appeal from Judge
Shelley C. Chapman's Sept. 13, 2011 amended order approving a
stipulation of settlement resolving certain securities actions
against Ambac Financial Group, Inc.

PFRS specifically wants the District Court to review whether:

  (1) The U.S. Bankruptcy Court for the Southern District of New
      York erred in entering the Amended Order when the release
      contained overly broad language and dismissed the
      derivative claims asserted in In re Ambac Financial Group,
      Inc. Shareholders Derivative Litigation, C.A. No. 3521-VCL
      (Del. Ch.) and In re Ambac Financial Group, Inc.
      Derivative Litigation, 08 Civ. 854 (S.D.N.Y.);

  (2) The entry of the Amended Order releasing and dismissing
      the claims in the Derivative Actions, which were filed
      prior to AFG's bankruptcy filing, violated the standard
      set forth in Nat'l Super Spuds, Inc. v. New York
      Mercantile Exch., 660 F.2d 9, 18-19 (2d Cir. 1981);

  (3) The Bankruptcy Court erred in ruling that the release and
      dismissal of the claims in the Derivative Actions for no
      consideration as part of the settlement of an action
      captioned In re Ambac Financial Group, Inc. Securities
      Litigation, 08 Civ. 411 (NRB) (S.D.N.Y), asserting claims
      under the Securities Exchange Act of 1934 against Debtor
      and certain of its directors and officers, was proper;

  (4) The Bankruptcy Court applied an incorrect standard when it
      overruled PFRS's objections and entered an order barring
      and dismissing PFRS's derivative claims;

  (5) The Bankruptcy Court erred in ruling that the District
      Court's decision in the Securities Litigation, which
      sustained the Securities Plaintiffs' Exchange Act claims
      against Debtor and certain of its directors and officers
      was "largely irrelevant" to assessing the likelihood of
      success of the claims in the Derivative Actions;

  (6) The Bankruptcy Court erred in ruling that the decision to
      approve the Stipulation of Settlement made by the Ambac
      Board of Directors and the Official Committee of Unsecured
      Creditors was protected by the business judgment rule;

  (7) The Bankruptcy Court erred in finding the Settlement
      satisfied the Iridium factors;

  (8) The Bankruptcy Court erred in finding that the Derivative
      Plaintiffs' standing as parties in interest in the
      bankruptcy sense was "tenuous at best;" and

  (9) The Bankruptcy Court erred when it asserted the
      constitutional authority to determine whether the Debtor
      correctly decided to dismiss the derivative actions in
      light of the United States Supreme Court's decision in
      Stern v. Marshall, 131 S. Ct. 2594, 2608 (2011).

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: NY Court Keeps AAC Fraud Claim vs. Credit Suisse
-----------------------------------------------------------------
Judge Sherley Werner Kornreich of the Supreme Court of the State
of New York reinstated Ambac Assurance Corporation's fraudulent
inducement claim against DLJ Capital, Inc. and Credit Suisse
captioned Ambac Assurance Corporation v. DLJ Mortgage Capital
Inc., 60070/2010, New York state Supreme Court, Reuters reported.

AAC initiated the action because of what it called "pervasive and
material representations" in 2007 mortgage-backed security
transaction pooling more than 2,000 residential mortgage loans
that Credit Suisse underwrote and its unit, DLJ sponsored, said
Reuters.

Credit Suisse may not have had a duty to disclose certain
information with respect to AAC's allegations, Reuters noted.
However, Judge Kornreich, in an October 13, 2011 decision,
declined to dismiss the fraudulent inducement claim at this time,
Reuters relayed.

In its March 2007 lawsuit, AAC alleged that Credit Suisse
misrepresented attributes of the loans, and applied more lax
underwriting guidelines and less due diligence than it had
asserted, according to the report.  AAC further alleged that
Credit Suisse said the transaction mirrored a prior
securitization while failing to disclose that loan pool was
filled with borrowers with little or no ability to repay, the
report stated.

In the complaint, AAC asserted that loans representing over 33%
percent of the original loan balance, or more than $58 million,
had defaulted, requiring it to make over $46 million in claim
payments, the report added.

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN PACIFIC: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service moved American Pacific Corporation's
(AMPAC) speculative grade liquidity rating to SGL-3 from SGL-4 and
affirmed its B2 Corporate Family Rating (CFR). The change reflects
Moody's expectations the company will have adequate liquidity over
the next 12-18 months.

These summarizes AMPAC's ratings:

American Pacific Corporation

Ratings affirmed:

Corporate family rating -- B2

Probability of default rating -- B2

$110mm Gtd senior unsecured notes due 2015 -- B3 (LGD4, 58%) from
B3 (LGD4, 57%)

Rating upgraded:

Speculative grade liquidity rating -- SGL-3 from SGL-4

Ratings outlook - Negative

RATINGS RATIONALE

AMPAC's SGL-3 (adequate) speculative grade liquidity rating
reflects Moody's expectations the company will produce modest
positive free cash flow in its 2012 fiscal year. While year-to-
date earnings through the June 2011 quarter have been unusually
weak, stronger results are expected in the second half of calendar
year 2011 because of contractual sales that will be made prior to
the calendar year end.

AMPAC's liquidity is further supported by its cash balances ($24
million as of June 30, 2011) and undrawn $20 million asset based
revolver, which has not been drawn since it was established in
January 2011. Moody's notes that working capital requirements can
result in $10-$15 million swings in liquidity due to large
customer purchases. The company is only required to comply with
financial covenants if the revolving credit facility is used and
unused availability is less than $5 million.

The principal methodology used in rating American Pacific 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.

American Pacific Corporation manufactures chemical and aerospace
products, including active pharmaceutical ingredients, perchlorate
chemicals used primarily in space propulsion, in-space propellant
thrusters, Halotron, a clean fire extinguishing agent, sodium
azide and water treatment equipment. AMPAC, headquartered in Las
Vegas, Nevada, had revenues of $174 million for the twelve months
ending June 30, 2011.


ANDRONICO'S MARKETS: Renovo Capital Buys Firm Out of Bankruptcy
---------------------------------------------------------------
Andronico's Markets, Inc., aka Andronico's Community Markets
disclosed the end of its bankruptcy proceeding with the sale of
its assets to an affiliate of Renovo Capital for $16 million.  The
sale allows the remaining Andronico's Community Markets to
continue to serve its strong and loyal customer base while
preserving the jobs of more than 330 employees dedicated to
ensuring its historic markets continue to serve future generations
of shoppers.

Andronico's, founded in 1929 on Berkeley's Solano Avenue, filed
for Chapter 11 bankruptcy to affect a sale of the company's assets
to Renovo Capital.  The Oakland division of the United States
Bankruptcy Court for the Northern District of California approved
the sale last week and the closing of the transaction occurred
Thursday, October 27.

Beginning Friday, October 28, Andronico's stores will open under
new ownership and as a new company committed to continuing its
strong customer service and exemplary specialty products
throughout the company's 6 remaining stores.

"I want to thank our loyal customers, our committed employees and
our faithful vendors who have worked with us through this
difficult chapter in the company's history," said Bill Andronico,
a third generation member of the family which founded the markets.
"I am pleased that Renovo Capital's purchase will allow us to
improve our standing in the market and build on the strong brand
my family has built over three generations."

Andronico's will continue to operate six locations: three stores
in Berkeley and markets in San Francisco, San Anselmo and Los
Altos.  Renovo is committed to investing into the store's physical
infrastructure to update the facilities and ensure that the stores
continue to improve the quality of service for which they have
historically been known.  As part of this effort, key members of
Andronico's executive management team will be retained to manage
the company and its operations.

"We are excited about the opportunity for improvement in
Andronico's stores to better serve our customers," said Scott
Lavie of Renovo Capital.  "The acquisition of the Andronico's
brand was based on its market cache, and in combination with
Renovo's ability to invest in the stores and employees, we want to
ensure that Andronico's continues its commitment to excellence and
delivering value to our customers for generations to come."

Andronico's commitment to excellence and value, along with its
unique combination of offerings, led to numerous awards, including
the National Association for the Specialty Food Trade's "Retailer
of the Year," National Grocers' Association "Best of Show
Finalist," and the San Francisco Chronicle's "Reader's Choice for
Best Grocery Store."

"Today, the Andronico's name is synonymous with freshness,
extensive and unique product offerings, and friendly, helpful
customer service," said Lavie.  "Its continued innovations with
specialty products and presentation have made the markets stand
out in a highly competitive business and its new ownership has
every intention to continue that tradition."

                     About Andronico's Markets

Andronico's Markets, Inc., aka Andronico's Community Markets, is
an independent, specialty supermarket operator in the San
Francisco Bay Area.  Founded in 1929, the Company operates seven
stores in prime upscale urban and suburban locations in Berkeley
(four stores), San Francisco, Los Altos, and San Anselmo.
Andronico's is a California C-corporation, owned by Solano
Enterprises LLC.  The ownership of Solano Enterprises LLC is
divided among various Andronico family members.

Andronico's filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-48963) on Aug. 22, 2011.  Judge Edward D. Jellen
oversees the case.  Attorneys at Murray & Murray, in Cupertino,
Calif., represent the Debtor as counsel.  Bailey, Elizondo &
Brinkman, LLC, serves as financial advisor.  The Official
Committee of Unsecured Creditors has tapped Winston & Strawn LLP
as its counsel.

The Debtor scheduled $18,520,090 in assets and $67,094,619 in
liabilities as of the Chapter 11 filing.


APPLIED MINERALS: To Offer $100 Million of Securities
-----------------------------------------------------
Applied Minerals, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the Company's intention to sell common stock, preferred stock,
debt securities, warrants, rights and units, in an aggregate
amount of $100 million.

Each time the Company's securities are offered, the Company will
provide a prospectus supplement containing more specific
information about the particular offering.  The prospectus
supplements may also add, update or change information contained
in this prospectus.

The Company's common stock is traded on the Over-the-Counter
Bulletin Board (OTCBB) under the symbol "AMNL."

A full-text copy of the prospectus is available for free at:

                        http://is.gd/XFeg2g

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss of $4.77 million for 2010,
compared with a net loss of $6.77 million for 2009.  The Dragon
Mine property has yet to produce any significant revenue and, as
such, the Company generated no gross profit for the twelve months
ended Dec. 31, 2010, and 2009.

The Company's balance sheet at June 30, 2011, showed $6.08 million
in total assets, $4.24 million in total liabilities, and
$1.83 million in total stockholders' equity.

As reported by the TCR on April 28, 2011, PMB Helin Donovan, LLP,
in Spokane, Washington, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit from operations and a net deficiency in working capital.

Applied Minerals in its Form 10-Q acknowledged that it has
incurred material recurring losses from operations.  At March 31,
2011, the Company had aggregate accumulated deficits prior to and
during the exploration stage of $33,239,435, in addition to
limited cash and unprofitable operations.  For the period ended
March 31, 2011 and 2010, the Company sustained net losses before
discontinued operations of $1,343,240 and $1,084,299,
respectively.  These factors indicate that the Company may be
unable to continue as a going concern for a reasonable period of
time, according to the quarterly report.


BANK OF GRANITE: Completes Merger with FNB United
-------------------------------------------------
FNB United Corp. completed its previously announced acquisition of
Bank of Granite Corporation on Oct. 21, 2011.  Pursuant to the
terms and conditions of the Agreement and Plan of Merger, dated as
of April 26, 2011, by and among FNB, Gamma Merger Corporation, a
wholly owned subsidiary of FNB and the Company, Merger Sub merged
with and into the Company, with the Company continuing as the
surviving corporation and as a wholly owned subsidiary of FNB.

Upon the closing of the Merger, each outstanding share of the
Company's common stock, par value $1.00 per share, other than
shares held by the Company, FNB or any of their respective wholly
owned subsidiaries and other than shares owned in a fiduciary
capacity or as a result of debts previously contracted, was
converted into the right to receive 3.375 shares of FNB's common
stock.  As a result of the Merger, FNB issued approximately 52.2
million shares of FNB common stock to the Company's stockholders
in the aggregate.

Following the completion of the Merger, on Oct. 21, 2011, the
NASDAQ Stock Market filed with the Securities and Exchange
Commission a Form 25 removing the Company's Common Stock from
listing on Nasdaq and registration under Section 12(b) of the
Securities and Exchange Act of 1934, as amended.  Additionally,
the Company intends to file with the SEC, approximately ten days
after the filing of the Form 25, a Form 15 terminating the
registration of the Company's Common Stock under Section 12(g) of
the Exchange Act and suspending reporting obligations under
Section 15(d) of the Exchange Act with respect to the Common
Stock, whereupon the Company will have no further reporting
obligations under the Exchange Act.

On Oct. 21, 2011, immediately following the effective time of the
Merger of the Company with and into Merger Sub, six directors of
the Company - R. Scott Anderson, John N. Bray, Joseph D. Crocker,
Leila N. Erwin, Paul M. Fleetwood III, and Hugh R. Gaither -
resigned as members of the board of directors of the Company.
None of the directors resigned from the board of directors because
of any disagreements relating to the Company's operations,
policies or practices.

Following the director resignations, these individuals were
elected as directors of the Company to hold such office until each
such individual's successor is duly elected and qualified or as
otherwise provided by the bylaws of the Company:

    Austin A. Adams (Chairman)
    John J. Bresnan
    Scott B. Kauffman
    Jerry R. Licari
    J. Chandler Martin
    Robert L. Reid
    Louis A. "Jerry" Schmitt
    Brian E. Simpson

Also on Oct. 21, 2011, immediately following the Effective Time,
R. Scott Anderson, president, secretary and chief executive
officer of the Company and the Bank of Granite, and Jerry A.
Felts, chief financial officer and chief operating officer of the
Company and the Bank of Granite, resigned, effective immediately.

Following the resignations of Messrs. Anderson and Felts, the
following individuals were appointed to hold the principal office
indicated opposite his name, effective immediately, to hold such
office until each such individual's successor is duly elected and
qualified or as otherwise provided by the bylaws of the Company:

     Brian E. Simpson    Chief Executive Officer
     Robert L. Reid      President
     David L. Nielsen    Chief Financial Officer and
                         Executive Vice President

Pursuant to the Merger Agreement, immediately upon the
consummation of the Merger, the certificate of incorporation of
the Company was amended and restated in its entirety.
Additionally, pursuant to the Merger Agreement, the bylaws of the
Company were amended and restated in their entirety.

                      About Bank of Granite

Granite Falls, N.C.-based Bank of Granite Corporation is a
Delaware corporation that was organized June 1, 1987, as a bank
holding company.  The Company's only businesses are the ownership
and operation of Bank of Granite, a state bank chartered under the
laws of North Carolina on Aug. 2, 1906, and Granite Mortgage,
Inc., a mortgage bank chartered under the laws of North Carolina
on June 24, 1985.  Granite Mortgage discontinued its origination
activities during 2009.

The Company conducts its community banking business operations
from 20 full-service offices located in Burke, Caldwell, Catawba,
Forsyth, Iredell, Mecklenburg, Watauga, and Wilkes counties in
North Carolina.

The Company's balance sheet at June 30, 2011, showed
$807.06 million in total assets, $787.75 million in total
liabilities, and $19.30 million in total stockholders' equity.

                     Cease and Desist Order

In 2009, Bank of Granite entered into a Stipulation and Consent to
the issuance of an Order to Cease and Desist by the Federal
Deposit Insurance Corporation and the North Carolina Commissioner
of Banks.  Based on the Company's Consent, the FDIC and the
Commissioner jointly issued the Order on Aug. 27, 2009.

The Order requires the Bank to achieve and maintain Tier 1
Leverage Capital Ratio of not less than 8% and a Total Risk-Based
Capital of not less than 12% for the life of the Order.

                     Going Concern Doubt

The Company reported a net loss of $23.66 million on
$44.80 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $25.62 million on
$52.64 million of total interest income during the prior year.

Dixon Hughes PLLC, in Charlotte, North Carolina, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company incurred net
losses in 2010 and 2009, primarily from higher provisions for loan
losses.  Bank of Granite Corporation's wholly-owned bank
subsidiary is under a regulatory order that requires, among other
provisions, higher regulatory capital requirements.  The Bank did
not meet the higher capital requirements as of Dec. 31, 2010 and
is not in compliance with the regulatory agreement.  Failure to
comply with the regulatory agreement may result in additional
regulatory enforcement actions.


BANKATLANTIC BANCORP: Receives Non-Compliance Notice from NYSE
--------------------------------------------------------------
BankAtlantic Bancorp, Inc., on Oct. 21, 2011, received
notification from NYSE Regulation, Inc., that the Company is
currently below the continued listing criteria established by the
New York Stock Exchange because, as of Oct. 14, 2011, the
Company's average market capitalization for the preceding 30-day
trading period was $48.9 million.  Listed companies with
shareholders equity of less than $50 million, such as the Company,
are required to maintain an average market capitalization of at
least $50 million for any consecutive 30-day trading period.  The
NYSE's market capitalization and equity requirements are based on
the Company's publicly traded stock at the holding company level.

At June 30, 2011, BankAtlantic, the Company's banking subsidiary,
had shareholders' equity of $321.5 million, and its capital ratios
satisfied all regulatory requirements with a Tier 1/Core capital
ratio of 8.24% and a Total Risk-Based capital ratio of 14.98%.  It
is anticipated that BankAtlantic's capital ratios as of Sept. 30,
2011, will be slightly higher than the June 30, 2011, ratios and
in excess of all regulatory capital requirements applicable to it.

Under the NYSE's rules, the Company is required to submit a
business plan to the NYSE within 45 days after the date of the
Notice, in which the Company must advise the NYSE of the actions
it expects to take in order to comply with the NYSE's continued
listing standards within 18 months after the date of the Notice.
The Company's Class A Common Stock will continue to be listed and
traded on the NYSE during this period, subject to the NYSE's
acceptance of the Plan, and the Company's compliance with the Plan
and the other continued listing standards of the NYSE.  While the
Company expects to work with the NYSE with respect to the
Company's initiatives towards curing the deficiency, the Company
may not be successful in satisfying this requirement or the other
continued listing standards of the NYSE, or otherwise maintaining
the listing of its Class A Common Stock on the NYSE.

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $185.82 million on
$223.59 million of total interest income during the prior year.

The Company's balance sheet at June 30, 2011, showed $3.86 billion
in total assets, $3.83 billion in total liabilities, and
$26.23 million in total equity.

                         *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BEAZER HOMES: BNP Paribas Discloses 4.7% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BNP Paribas,S.A.,London Branch, disclosed
that it beneficially owns 3,521,575 shares of common stock of
Beazer Homes USA Inc. representing 4.7% of the shares outstanding.
As previously reported by the TCR on Aug. 17, 2011, BNP Paribas
disclosed beneficial ownership of 4,864,833 shares or 6.4% equity
stake.  A full-text copy of the amended Schedule 13G is available
for free at http://is.gd/XPyydk

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at June 30, 2011, showed $2 billion in
total assets, $1.76 billion in total liabilities, and $241 million
in total stockholders' equity.

                           *     *     *

As reported by the TCR on Sept. 14, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Beazer Homes USA, Inc. to Caa2 from Caa1.  The
downgrade reflects Moody's expectations that the conditions in
the homebuilding industry will continue to put pressure on
Beazer's operating and financial metrics, resulting in operating
losses, negative cash flow generation, elevated debt leverage, and
declines in equity over the next two years.  Additionally, Moody's
expect the company to continue burning cash from its land spend.
In addition, Moody's expects Beazer to continue experiencing
declines in deliveries and revenues into 2012.

Fitch Ratings has downgraded its ratings for Beazer Homes USA,
Inc., including the company's Issuer Default Rating (IDR) to 'CCC'
from 'B-'.  The ratings downgrade reflects Fitch's belief new
housing activity will remain weak through at least 2012 and the
company's liquidity position is likely to erode in the next 18
months.  With the recent softening in the economy and lowered
economic growth expectations for 2011 and 2012, the environment
may at best support a relatively modest recovery in housing
metrics over the next year and a half.  Fitch had previously
forecast a slightly more robust housing environment in 2011 and
2012.


BENDIX COMMERCIAL: PBGC Sues Firm for Pension Debt
--------------------------------------------------
The Pension Benefit Guaranty Corporation, which protects American
pensions, is suing Bendix Commercial Vehicle Systems LLC for
$16.6 million to cover pension debt from the closing of its
Frankfort, Ky., plant.

Federal law requires companies to provide financial protection
when more than 20 percent of a pension plan's members lose their
jobs in a shutdown.  All the Frankfort plant's 63 workers were
displaced after it closed in December 2007.

"Bendix continues to ignore its legal responsibility to these
workers," said PBGC Director Josh Gotbaum.  "We've tried to work
with them in good faith, but now we have no choice except to take
them to court.  Make no mistake: PBGC will use every legal means
to protect pensions."

PBGC filed its lawsuit in the US District Court in Cleveland on
Sept. 16, 2011 after Bendix declined to meet its obligations.  The
action against Bendix is the first time PBGC has had to go to
court to compel a company to cover pension obligations from a
plant closing.

Until now, companies that closed plants have worked with PBGC to
settle their pension debts. Since 2007, PBGC has obtained more
than $1 billion in additional protection for pension plans
covering more than 120,000 workers and retirees.

PBGC is hopeful the issue will be resolved soon without further
court action.

Bendix, which supplies brakes and vehicle control systems for
trucks and commercial vehicles is headquartered in Elyria, Ohio,
and owned by Knorr-Bremse AG of Munich, Germany.

                            About PBGC

PBGC protects the pension benefits of 44 million Americans in
27,500 private-sector pension plans.  The agency is directly
responsible for paying the benefits of more than 1.5 million
people in failed pension plans.  PBGC receives no taxpayer dollars
and never has.  Its operations are financed by insurance premiums
and with assets and recoveries from failed plans.

Bendix is headquartered in Elyria, Ohio, and is owned by Knorr-
Bremse AG of Munich, Germany.


BERNARD L. MADOFF: Trustee Sues HSBC Irish Unit for $86.4MM
-----------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the trustee for
Bernard L. Madoff Investment Securities LLC sued Somers Dublin
Ltd., an affiliate of HSBC Holdings PLC, on Thursday, seeking to
force the Irish company to fork over more than $86.4 million it
allegedly received through Madoff's Ponzi scheme.

In an adversary proceeding filed in New York bankruptcy court,
Irving Picard alleges Somers Dublin received the money through
Madoff feeder funds Fairfield Sentry Ltd. and Harley International
Ltd., according to 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.)

As of July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BIOVEST INTERNATIONAL: FDA Grants Orphan Drug Status to BiovaxID
----------------------------------------------------------------
Biovest International, Inc., announced that the U.S. Food and Drug
Administration has granted Orphan Drug Designation to BiovaxID for
the treatment of Waldenstrom's macroglobulinemia, a rare subtype
of B-cell non-Hodgkin's lymphoma.  This milestone advances
Biovest's plans to develop and commercialize BiovaxID as an
autologous active immunotherapy (personalized cancer vaccine) for
the treatment of multiple subtypes of B-cell non-Hodgkin's
lymphoma including follicular lymphoma and mantle cell lymphoma.

With FDA Orphan Drug Status, Biovest gains seven years of market
exclusivity for BiovaxID for the treatment of Waldenstrom's
macroglobulinemia upon its approval by the FDA, thereby offering
competitive protection from similar drugs of the same class.
Orphan Drug Status also provides Biovest with eligibility to
receive potential tax credit benefits, potential grant funding for
research and development and significantly reduces the requisite
filing fees for marketing applications.  With the announcement,
BiovaxID has now been successful in obtaining FDA Orphan Drug
designation in the U.S. for follicular lymphoma, mantle cell
lymphoma and Waldenstrom's macroglobulinemia, while also obtaining
EMA Orphan Medicinal Product designation for BiovaxID in the EU
for follicular lymphoma and mantle cell lymphoma.

According to Dr. Carlos F. Santos, Ph.D., Biovest's senior vice
president, Product Development & Regulatory Affairs, "We believe
Waldenstrom's macroglobulinemia is an ideal indication for
BiovaxID to potentially provide significant clinical benefit for
patients by extending remissions and potentially delaying and/or
avoiding alternative treatment options such as stem cell
transplant or removing the patient's spleen.  Our study data to
date suggests that BiovaxID-treated patients who express a certain
type of protein isotype called IgM on their lymphoma cells are
much more likely to remain cancer-free longer after achieving a
remission following induction therapy.  Since most Waldenstrom's
macroglobulinemia patients express this IgM isotype, we look
forward to conducting future clinical trials to evaluate our
vaccine's utility in treating this rare B-cell blood cancer."
Approximately 1,500 new cases of Waldenstrom's macroglobulinemia
are diagnosed in the U.S. every year

In other news, Biovest reported that the Minneapolis Star Tribune
published a feature story on BiovaxID this week titled, "Biovest's
Cancer Vaccine Gets Personal," and the article can be accessed at
the Media Center section of the Company's Web site at
http://www.Biovest.com.

                     About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection on Nov. 10, 2008 (Bankr. M.D. Fla. Case
No. 08-17796).

As reported in the Troubled Company Reporter on Nov. 19, 2010,
Biovest emerged from Chapter 11 protection, and its reorganization
plan became effective, on Nov. 17, 2010.

The Company's balance sheet at June 30, 2011, showed $6.7 million
in total assets, $37.9 million in total liabilities, and a
stockholders' deficit of $31.2 million.

As of June 30, 2011, the Company had an accumulated deficit of
approximately $159.3 million and working capital of approximately
$1.2 million.  This figure does not include those liabilities
which are subject to compromise through the Company's Chapter 11
proceedings, the ultimate outcome of which is expected to be
determined by the Court prior to the quarter ending March 31,
2012.

As reported in the Troubled Company Reporter on Dec. 20, 2010,
Cherry, Bekaert & Holland, L.L.P., in Tampa, Fla., expressed
substantial doubt about Biovest International's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Sept. 30, 2010.  The independent auditors
noted that the Company incurred cumulative net losses since
inception of roughly $149 million and cash used in operating
activities of roughly $2.7 million during the two years ended
Sept. 30, 2010, and had a working capital deficiency of roughly
$79.6 million at Sept. 30, 2010.


BOCA BRIDGE: Access of JPM Cash Collateral Expires Today
--------------------------------------------------------
Boca Bridge, LLC, notified the U.S. Bankruptcy Court for the
Southern District of Florida of a stipulation continuing cash
collateral use until Oct. 31, 2011.

The stipulation dated as of Sept. 28, 2011, entered between the
Debtor and JMP Boca Bridge Lender, LLC, as assignee of NS/CS Boca,
LLC, provided that the Debtor is authorized to use cash collateral
to make payments, and to pay the expenses.

Full-text copies of the stipulation, October and November budgets
are available for free at:

   http://bankrupt.com/misc/BOCABRIDGE_cashcoll_stipulation.pdf
        http://bankrupt.com/misc/BOCABRIDGE_novbudget.pdf
      http://bankrupt.com/misc/BOCABRIDGE_octoberbudget.pdf

                      About Boca Bridge LLC

In August 2010, ten creditors owed $69,400 filed an involuntary
Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-34538) against
Boca Bridge LLC, the owner of the Boca Raton Bridge Hotel.  In
November, the bankruptcy judge entered ruling placing the Boca
Bridge LLC into Chapter 11.  The Debtor disclosed $10,286,336 in
assets and $11,850,060 in liabilities as of the Chapter 11 filing.

Bernice C. Lee, Esq., and Bradley Shraiberg, Esq., at Shraiberg,
Ferrara & Landau, P.A., in Boca Raton, Florida, represent the
Debtor as counsel.


BOYD GAMING: Fitch Affirms Issuer Default Rating at 'B'
-------------------------------------------------------
Fitch Ratings has affirmed Boyd Gaming Corporation's (Boyd) Issuer
Default Rating (IDR) at 'B'.  The Rating Outlook is revised to
Negative from Stable.

The revision in the Outlook to Negative primarily reflects:

  -- Fitch's reduced medium-term operating outlook for Boyd's
     Midwest & South region due to increasing competition;

  -- The potential for headwinds to impede the recovery in the Las
     Vegas locals market, which accounts for 43% of latest-12-
     months (LTM) EBITDA (through Sept. 30, 2011);

  -- The potential for reduced financial flexibility as the
     company explores options to fund its near-term liquidity gap,
     and the medium-term cash flow impact of eventually
     refinancing its 2014-2015 maturities;

  -- Fitch's more conservative view of the pace of the broader
     U.S. economic recovery. Since early October, Fitch's
     sovereign team materially revised growth forecasts for the
     U.S. downward.

Midwest & South Outlook:

Boyd's operating profile in the region could be affected by a
number of projects/regulatory changes over the next few years.
Pinnacle will open a $357 million casino in Baton Rouge in mid-
2012, which could slightly pressure Treasure Chest as it is the
closest New Orleans market casino to Pinnacle's site.  MGM is
partnering with Creative Casinos to open a $400 million casino
resort in Lake Charles by mid-2013, which could pressure Delta
Downs.

The outcome and form of pending gaming legislation in Illinois is
less certain but could affect Par-a-Dice and Blue Chip, although a
tax reduction and increased gaming positions could offset the
impact to Par-a-Dice.  Lastly, the outstanding gaming license in
Bossier City, LA, could adversely impact Sam's Town Shreveport if
the $170 million Margaritaville-themed project moves forward.

Las Vegas (LV) Locals Outlook:

Fitch maintains a cautious outlook on the pace of recovery in the
LV locals market, given the continued micro-economic challenges in
the region as well as heightened risk of ramp-up in the
promotional environment since Station Casinos emerged from
bankruptcy in June 2011.

Fitch recognizes Boyd's solid operating performance in the LV
locals market so far in 2011, which has been driven primarily by
margin improvement. However, Fitch maintains a circumspect view of
continued margin improvement absent top-line growth.
Additionally, in a pullback scenario, Boyd would likely realize
material negative flow-through due to limited ability to cut costs
further.

Reduced Operating Estimates:

Fitch's current base case incorporates wholly-owned EBITDA minus
corporate expense (excluding the IP Casino (IP) purchase) for 2011
and 2012 of $300 million-$310 million, or essentially flat
relative to the LTM EBITDA through Sept. 30, 2011.  This is
consistent with Fitch's previous base case estimate for 2011 but
is materially lower than Fitch's previous base case of about $340
million for 2012.

Boyd's leverage is high relative to the 'B' IDR and its business
risks, so there is minimal cushion for negative deviation from
Fitch's current base case given Boyd's leverage of about 7.6 times
(x)-7.7x (pro forma for additional $40 million-$45 million in IP
EBITDA and about $200 million in incremental debt associated with
IP).  Pro forma leverage is closer to 8.0x-8.2x if Echelon related
pre-opening expenses are counted in the leverage ratio's EBITDA.

While Fitch's base case assumes flat to slightly positive EBITDA
growth, any material negative deviation from the base case over
the Outlook horizon (one to two years) would likely trigger a
downgrade in the IDR to 'B-'.  Fitch would likely consider a
downgrade if wholly-owned free cash flow (FCF) trends toward $25
million (outlined below) or leverage remains near or above 8x.

Alternatively, Fitch could stabilize the ratings if the
refinancing environment improves, the uncertain variables in the
operating outlook prove to not have a material impact on Boyd's
operating and FCF profile, and if leverage declines to comfortably
below 7x by 2012-2013.

The 'B' IDR continues to be supported by Boyd's solid FCF profile,
sizable and somewhat diversified portfolio of assets, successful
operating history, and management's solid track record.

Liquidity:

The affirmation of the ratings incorporates Fitch's view that in
the near term, Boyd should be able to refinance the non-extended
portion of its senior credit facility, which matures in May 2012.
Pro forma for Boyd's purchase of the IP Casino (IP; closed Oct. 4,
2011), there is roughly $415 million drawn on the non-extended
portion, while there is approximately $215 million of availability
on the extended revolver.  Thus Boyd has funding needs of roughly
$200 million for the non-extended portion that matures in May
2012, assuming the Dania sale does not close in the near term.
The company indicated that it plans to raise $300 million in a
financing to provide long-term funding for the $288 million IP
acquisition.

Given the current volatile state of the capital markets and Boyd's
high leverage, Fitch recognizes that there is a possibility that
any refinancing could be delayed, completed at penalizing rates,
or may need to be supported by secured collateral.

Apart from the need to refinance the non-extended credit facility,
Boyd's liquidity profile is adequate. Boyd's available liquidity
post the assumed refinancing is expected to be limited to $100
million of availability on the revolver that management expects
post-refinancing.  The limited availability is offset by Boyd's
solid FCF profile as well as a manageable maturity profile,
covenant step-down schedule, and limited capital expenditure
plans.

Aside from the non-extended facility, upcoming maturities include
$216 million of the 6.75% subordinated note in 2014 and roughly
$1.6 billion outstanding on the credit facility in 2015 pro forma
for IP.  The credit facility has a carveout permitting an issuance
of second-lien debt up to $250 million to take out the 6.75% note.

Covenants on the credit facility include a 2x interest coverage
test and gross total and secured leverage tests.  Covenant ratio
EBITDA definition affords Boyd some flexibility as it includes
half of Borgata's EBIT and gains from debt repurchases.

FCF Profile:

Boyd's solid FCF profile is supported by the company's lack of
major capital plans and relatively inexpensive average cost of
debt. However, the latter factor may become less meaningful if
Boyd eventually terms out a sizable portion of its $1.5 billion
extended credit facility -- due in 2015 -- with more expensive
long-term debt.

Fitch views Boyd's recurring, discretionary FCF profile in the
context of:

  -- $340 million-$355 million of LTM adjusted wholly-owned EBITDA
     after corporate expense and pro forma for $40 million-$45
     million of IP EBITDA;

  -- $155 million-$165 million of interest expense pro forma for a
     $300 million issuance to fund IP and out-of-money swaps
     rolling off in June 2011 ($500 million notional value on
     which Boyd paid a fixed rate of about 5.1%);

  -- $60 million-$80 million on maintenance capex;

  -- Roughly $20 million of recurring Echelon costs, including the
     fees associated with the LVE Energy Partners, LLC (LVE)
     settlement.

Based on the more conservative figures above, Boyd has an annual
FCF cushion of roughly $75 million.  Fitch believes that Boyd will
use FCF to paydown its revolver absent any acquisition
opportunities.

Issue Specific Ratings, including Recovery Prospects:

Boyd indicated that the company is considering multiple options
'up and down the capital structure' to refinance its non-extended
credit facility.  The ultimate size and the seniority of the
anticipated issuance may impact the recovery prospects for Boyd's
current unsecured debt outstanding. Under a scenario of the $300
million issued being senior to the existing senior notes, the
Recovery rating (RR) for the senior notes could be lowered to
'CCC/RR6' from 'B-/RR5'.  The senior subordinated notes could also
be downgraded to 'CC/RR6' from 'CCC/RR6' (at 'RR6' Fitch has the
discretion to rate the securities 2 or 3 notches below the IDR).

Fitch notes that the 'RR1' (implying recovery in excess of 91%) on
the credit facility will likely remain unchanged regardless of the
type of debt issued as Fitch estimates that the credit facility is
well-collateralized.

Fitch affirms the following ratings:

  -- IDR at 'B';
  -- Senior secured credit facility at 'BB/RR1';
  -- Senior unsecured notes at 'B-/RR5';
  -- Senior subordinated unsecured notes at 'CCC/RR6.


CANO PETROLEUM: Receives Stock Exchange Compliance Notice
---------------------------------------------------------
Cano Petroleum, Inc., received a notice from NYSE Amex LLC
indicating that the Company is not in compliance with certain of
the Exchange's continued listing standards as set forth in Part 10
of the Exchange's Company Guide, and Cano has therefore become
subject to the procedures and requirements of Section 1009 of the
Company Guide. Specifically, the Company was cited by the Exchange
for noncompliance with the following sections of the Company
Guide:

-- Section 1003(a)(i) -- stockholders' equity of less than
   $2,000,000 and net losses in two of its three most recent
   fiscal years;

-- Section 1003(a)(ii) -- stockholders' equity of less than
   $4,000,000 and net losses in three of its four most recent
   fiscal years;

-- Section 1003(a)(iii) -- stockholders' equity of less than
   $6,000,000 and net losses in five consecutive years; and

-- Section 1003(a)(iv) -- The Company has sustained losses which
   are so substantial in relation to its overall operations or its
   existing financial resources, or its financial condition has
   become so impaired that it appears questionable, in the opinion
   of the Exchange, as to whether the Company will be able to
   continue operations and/or meet its obligations as they mature.

Cano has been afforded the opportunity to submit a plan of
compliance to the Exchange by November 28, 2011 that provides for
the Company to regain compliance with Section 1003(a)(iv) by
January 26, 2012 and Section 1003(a)(i), Section 1003(a)(ii) and
Section 1003(a)(iii) by October 26, 2012.  If the Company fails to
submit a satisfactory plan or fails to demonstrate progress
consistent with the plan accepted by the Exchange, the Exchange
may initiate delisting procedures.

                        About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company reported a net loss of $185.70 million on $26.12
million of total operating revenues for the year ended June 30,
2011, compared with a net loss of $11.54 million on $22.85 million
of total operating revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed $65.43
million in total assets, $118.80 million in total liabilities and
a $53.36 million total stockholders' deficit.

Hein & Associates LLP, in Dallas, Texas, noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

                        Bankruptcy Warning

In the past, the Company's strategy had been to convert its
estimated proved undeveloped reserves into proved producing
reserves, improve operational efficiencies in its existing
properties and acquire accretive proved producing assets suitable
for secondary and enhanced oil recovery at low cost.  Due to the
Company's current financial constraints, including continued
losses, defaults under the Company's loan agreements and the
Company's Series D Preferred Stock, no available borrowing
capacity, constrained cash flow, negative working capital, and
limited to no other capital availability, the Company is reviewing
strategic alternatives which include the sale of the Company, the
sale of some or all of the Company's existing oil and gas
properties and assets, potential business combinations, debt
restructuring, including recapitalizing the Company, and
bankruptcy.  The Company continues to focus on cash management and
cost reduction efforts to improve both its cash flow from
operations and profitability.


CAPITOL BANCORP: Annual Shareholders Meeting Scheduled for Dec. 8
-----------------------------------------------------------------
Capitol Bancorp Limited will host its annual shareholders' meeting
at 11:00 a.m. (ET) on Thursday, Dec. 8, 2011, at the Capitol
Bancorp Center, 200 N. Washington Square, Lansing, Michigan.
Shareholders of Capitol's common stock on Nov. 4, 2011, the record
date, will be entitled to vote at the annual meeting.

                    About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

The Company reported a net loss of $254.36 million on
$163.69 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $264.54 million on
$197.78 million of total interest income during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.94 billion
in total assets, $3 billion in total liabilities, and a
$58.95 million total deficit.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.


CATALYST PAPER: Third Avenue Discloses 30.4% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Third Avenue Management LLC disclosed that it
beneficially owns 115,914,212 common shares of Catalyst Paper
Corporation representing 30.4% of the shares outstanding, based on
381,900,450 common shares of the Company outstanding as of
Aug. 1, 2011, as reported in the Company's second quarter report
filed on Aug. 4, 2011.  As previously reported by the TCR on
June 9, 2011, Third Avenue disclosed beneficial ownership of
123,474,210 shares of 32.3% equity stake.  A full-text copy of the
amended Schedule 13D is available for free at http://is.gd/RkDpFQ

                       About Catalyst Paper

Catalyst Paper -- http://www.catalystpaper.com/-- manufactures
diverse specialty mechanical printing papers, newsprint and pulp.
Its customers include retailers, publishers and commercial
printers in North America, Latin America, the Pacific Rim and
Europe.  With four mills, located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 1.9 million
tons.  The Company is headquartered in Richmond, British Columbia,
Canada and its common shares trade on the Toronto Stock Exchange
under the symbol CTL.

The Company posted a net loss of C$398.2 million on sales of
C$1.229 billion during 2010.  The Company's net loss in 2009 was
C$5.6 million on sales of C$1.224 billion.

The Company's balance sheet at March 31, 2011, showed
C$1.64 billion in total assets, C$1.25 billion in total
liabilities, and C$389.60 million in equity.

                           *     *     *

Catalyst Paper carried Moody's Investors Service's 'Caa1'
corporate family rating.  Outlook in Negative.  The Company also
carries Standard & Poor's CCC+ long-term corporate credit rating,
Outlook is Stable.


CENTRAL BUILDING: Court Approves Stinson Morrison as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
authorized Crow Partners LLC and Central Building LLC to employ
Stinson Morrison Hecker LLP as counsel effective Oct. 3, 2011.

                     About Central Building

Orinda, California-based Central Building LLC and its wholly owned
subsidiary Crow Partners LLC filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.

Judge George B. Nielsen, Jr. presides over the case.  The petition
was signed by Neal Smither, member.


CENTRAL FALLS: Amends List of Largest Unsecured Creditors
---------------------------------------------------------
The City of Central Falls has filed with the U.S. Bankruptcy Court
for the District of Rhode Island an amended list of its largest
unsecured creditors.  As reported by the TCR on Aug. 31, 2011, the
Debtor filed its list of 20 largest creditors.  On Oct. 4, 2011,
the Debtor changed all of the creditors on the list.

The Debtor's Amended List of Its 20 Largest Unsecured Creditors:

  Entity                                             Claim Amount
  ------                                             ------------
State of Rhode Island
One Capitol Hill
Providence, RI 02908                                 $1,174,205.32

Joseph P. Moran III
225 Shawmut Avenue
Central Falls, RI 02863                                $498,888.45

Donald A. Cardin
30 Pleasant View Drive
North Providence, RI 02904                             $468,640.97

Paul Nadeau                                            $460,907.72

Gerard Dion                                            $447,347.34

Kevin McCann                                           $446,429.28

Albert Cardoza                                         $400,745.75

Anthony J. Paone Jr.                                   $396,421.61

Mark G. Brayall                                        $396,217.19

Manuel Marques                                         $391,166.59

Rene J. Ogni                                           $390,328.99

Joseph R. Gonsalves                                    $379,401.68

Steven D. Lally                                        $377,173.91

James F. Cruise                                        $367,196.20

Daniel F. Cooney                                       $366,487.46

Kevin Guindon                                          $348,621.63

Robert Noury                                           $347,378.72

Joseph A. Costa                                        $341,174.10

Steven R. Sullivan                                     $339,352.84

Walter E. Jameson                                      $334,277.76

                       About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The receiver is negotiating new contracts with unions representing
city workers.  The receiver filed a proposed debt adjustment plan
for the city in September.  It won't affect bondholders.


CHRISTIAN BROTHERS: Committee Opposes Archdiocese Settlement
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of The Christian Brothers' Institute and Christian Brothers
of Ireland, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to deny approval of settlement agreements
presented by the Archdiocese of Seattle.

The Committee relates that it does not object to the terms of the
settlement agreements, provided that any order(s) approving them
do not affect any rights of any party with respect to any assets
(including insurance policies) in which the Debtors' estates may
have an interest.

The Corporation of the Archbishop of Seattle and the Debtors,
along with various other entities, are codefendants in a series of
lawsuits filed in the Superior Court of Washington, King County.

The settlement agreements at issue relate to plaintiffs in three
of the state court actions:

  a. Plaintiffs H.W. and T.J. are plaintiffs in a case filed in
the State Court that was removed to the Court and is pending as an
adversary proceeding before the Court captioned as L.W., et al. v.
Corporation of the Catholic Archbishop of Seattle, et al., Adv.
Pro. No. 11-08317 (RDD).  The plaintiffs in the Briscoe AVP all
assert claims against the defendants therein based on abuse by
Brothers at Briscoe.

   b. Plaintiffs K.A., J.S., and W.S. are each plaintiffs in a
case filed in the State Court that was removed to this Court and
is currently pending as an adversary proceeding before this Court
captioned as K.A., et al. v. Corporation of the Catholic
Archbishop of Seattle, et al., Adv. Pro. No. 11-08321 (RDD).  The
plaintiffs in the O'Dea AVP assert claims against the defendants
therein based on abuse by a Brother at O'Dea.

Between June 30, 2011, and July 8, 2011, the Archdiocese entered
into settlement agreements with T.J., H.W., J.S., W.S., and K.A.

Insurance coverage for settlements between the Archdiocese and
J.S., W.S., and K.A. appear to fall under the terms of the
Maryland Agreement.

Insurance coverage for settlements between the Archdiocese and
T.J. and H.W. apparently do not fall under the terms of either of
the Policies.

According to the Committee, among other things:

   -- the precise scope of relief sought by the Archdiocese in its
   settlement motions is unclear;

   -- the Archdiocese lacks standing to seek approval of the
   settlement agreements;

   -- the relief requested by the Archdiocese is not necessary
   because there is no requirement in the Bankruptcy Code for
   judicial approval of the settlement agreements; and

   -- the Court lacks subject matter jurisdiction to enforce
   agreements between non-debtor parties that do not implicate
   property or interests of the estates.

The Committee is represented by:

         James I. Stang, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica, Boulevard, 11th Floor
         Los Angeles, CA 90067
         Tel: (310) 277-6910
         Fax: (310) 201-0760
         E-mail: jstang@pszjlaw.com

                -and-

        Ilan D. Scharf, Esq.
        780 Third Avenue, 36th Floor
        New York, NY 10017
        Tel: (212) 561-7700
        Fax: (212) 561-7777
        E-mail: ischarf@pszjlaw.com

              About The Christian Brothers' Institute

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New
York, serves as the Debtors' bankruptcy counsel.  In its
schedules, The Christian Brothers' Institute disclosed assets of
$63,418,267 and liabilities of $8,484,853 as of the Petition Date.
In its schedules, CBOI discloses assets of $1,091,084 and
liabilities of $3,622,500 as of the Petition Date.

The Debtors tapped McInnes Cooper as their special Canadian
litigation counsel; Re/Max "10" as its real estate broker; Omni
Management Group as (i) claims, noticing and balloting agent, and
(ii) administrative agent


CHRYSLER GROUP: UAW Members Ratify Tentative Labor Agreement
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the United Auto
Workers declared a simple majority of the votes cast by Chrysler
Group LLC union members was enough to ratify a tentative
agreement.

As reported in the Troubled Company Reporter on Oct. 12, 2011, Dow
Jones' Daily Bankruptcy Review said that Chrysler Group and the
United Auto Workers will begin hammering out the final details of
a new labor contract that could go to the union's rank and file
for a vote by the end of the week.

                          About Chrysler

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

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

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

Fiat has a 20% equity interest in Chrysler Group.

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

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.


CIT GROUP: DBRS Affirms Issuer Rating at 'B' After Q3 Results
-------------------------------------------------------------
DBRS Inc. (DBRS) has commented that the ratings of CIT Group Inc.
(CIT or the Company), including its Issuer Rating of B (high),
remain unchanged following the Company's 3Q11 financial results.
The trend on all long-term ratings is Positive.

DBRS views CIT's results as further evidencing the continued
progress the Company has made in growing business volumes,
reducing funding costs, and broadening the funding profile, while
expanding the role of CIT Bank (the Bank).  Although DBRS
considers these actions as essential to positioning CIT for a
return to long-term, sustainable profitability, the progress has
come at a cost which adversely impacts short-term results.  To
this end, 3Q11 GAAP results were negatively affected by the $169
million of fees associated with the prepayment of first and second
lien debt as well as reduced fresh start accounting (FSA)
benefits.  As a result, for the quarter, CIT reported pretax
income of $14.2 million compared to a pretax loss of $21.8 million
in the prior quarter and pre-tax income of $235.6 million in the
comparable period a year ago.

In order to properly assess the results, DBRS looks at earnings on
an underlying basis, which removes the impact of FSA and the debt
prepayment fees.  In this view, CIT generated pre-tax income of
$88.6 million, which is a notable improvement from the pre-tax
profit of $17.2 million in the prior quarter and the pre-tax loss
of $15.9 million in 3Q10.  When stripping out the aforementioned
items, results indicate the positive impact of lower overall
funding costs and the continuing downward trajectory in credit
costs.  Furthermore, margins are improving.  Excluding FSA and
prepayment penalties on debt, finance margin was 1.60% in 3Q11, a
15 basis point improvement from the prior quarter and 65 basis
points higher than a year ago.  DBRS sees the improved margins as
demonstrating the positive impact of the reduction in the quantum
of debt as well as the lower funding costs.  Given the strength of
the franchise, which is evident in the recent results, as well as
management's efforts to improve the balance sheet and funding
profile, DBRS expects further improvement in underlying earnings;
this expectation is reflected in the Positive trend.

Company-wide funded volumes increased 8% on a linked quarter basis
and 75% year-on-year to $1.9 billion, while committed new business
volume increased 12% sequentially and more than doubled year-on-
year to $2.3 billion.  Notably, new business volumes increased in
all commercial business segments quarter-on-quarter. Demonstrating
the advancement of the Company's strategy of becoming more "bank
centric" by expanding the role of CIT Bank, 80% of U.S. funded
volume in the quarter was funded within the Bank compared to 70%
in the prior quarter and 50% a year ago.  Given the uneven
economic recovery and weak consumer and business sentiment, DBRS
considers the positive direction in new business volumes as
illustrating the strength of CIT's franchise.

Credit performance continued its favorable trajectory of the most
recent quarters.  On a pre-FSA basis, gross charge-offs declined
12% on a linked quarter basis to $85.5 million, or 1.47% of
average finance receivables.  Importantly, gross charge-offs and
non-accrual loans declined sequentially across all commercial
business segments with the exception of Trade Finance, which
experienced an increase in non-accruals to 3.68% of the book from
2.89% in the prior quarter.  Non-accrual loans, excluding FSA
accounting, decreased 16% quarter-on-quarter to $1.1 billion.  As
a result of the positive trajectory in credit metrics, provision
for loan losses declined 44% (quarter-on-quarter) to $47.8
million.  Given the continued difficult operating environment in
both the U.S. and Europe, DBRS views the positive credit trends as
a testimony of the Company's sound underwriting and servicing
abilities, as well as the continued progress in removing risk from
the balance sheet.  Nevertheless, DBRS remains cautious given the
uncertainties as to the sustainability of the global economic
recovery.

CIT's liquidity remains well-managed and the Company continues to
make good progress in reducing the presence of high cost debt in
the funding stack while strengthening its funding profile.  To
this end, during the quarter, CIT repaid and extinguished its $3.0
billion first lien term loan, redeemed $1.0 billion of second lien
debt and repurchased approximately $460 million of second lien
debt at a discount.  Further, subsequent to quarter end, CIT
repurchased the remaining $460 million of second lien debt due in
2014, at a discount.  Also during 3Q11, CIT put in place a new
$2.0 billion first lien revolving credit facility with less
restrictive covenants and at a lower cost than the repaid first
lien term loan.  Regarding capital, CIT continues to maintain a
sound capital position, with a preliminary Tier 1 capital ratio of
19.0% and a Total Capital ratio of 19.9%, both well in excess of
regulatory minimums.


CLAIRE'S STORES: Bank Debt Trades at 12% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 88.15 cents-
on-the-dollar during the week ended Friday, Oct. 28, 2011, an
increase of 1.90 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 29, 2014, and carries Moody's 'B3' rating and Standard &
Poor's 'B' rating.  The loan is one of the biggest gainers and
losers among 105 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

                          *     *     *

Claire's Stores, Inc., reported a net loss of $29.74 million on
$704.99 million of net sales for the six months ended July 30,
2011, compared with a net loss of $20.64 million on $656.31
million of net sales for the same period a year ago.  The
Company's balance sheet at July 30, 2011, showed $2.83 billion in
total assets, $2.87 billion in total liabilities, and a $40.81
million stockholders' deficit.

                          *     *     *

Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to 'Caa2' from 'Caa3'.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.


CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 80.13 cents-on-the-dollar during the week ended Friday,
Oct. 28, 2011, an increase of 3.88 percentage points from the
previous week according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's Caa1rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 105 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                 About CC Media and Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel (OTCBB:CCMO) is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

CC Media's balance sheet at March 31, 2011, showed $16.94 billion
in total assets, $1.50 billion in current liabilities, $22.72
billion in long-term liabilities, and a $7.28 billion
shareholders' deficit.

                           *     *     *

CC Media Holdings carries 'CCC+' issuer credit rating, with
positive outlook, from Standard & Poor's.  Clear Channel Carries a
'Caa2' corporate family rating from Moody's Investors Service and
an issuer default rating of 'CCC' from Fitch Ratings.

Moody's said in June 2011, "Clear Channel's Caa2 CFR continues to
reflect the unsustainable nature of its capital structure given
its high debt-to-EBITDA leverage (approximately 12.2x gross
leverage on a Consolidated basis at March 31, 2011 excluding
Moody's standard adjustments), weak interest coverage and large
debt maturities in 2014 and 2016.


COMMERCIAL VEHICLE: Reports $7.3-Mil. Net Income in 3rd Quarter
---------------------------------------------------------------
Commercial Vehicle Group, Inc., reported net income of
$7.37 million on $216.91 million of revenue for the three months
ended Sept. 30, 2011, compared with net income of $1.14 million on
$150.95 million of revenue for the same period a year ago.

The Company also reported net income of $8.48 million on
$606.19 million of revenue for the nine months ended Sept. 30,
2011, compared with net income of $2.51 million on $439.70 million
of revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$400.79 million in total assets, $391.26 million in total
liabilities, and $9.52 million in total stockholders' investment.

"Our third quarter marks our highest revenue and operating income
levels since the fourth quarter of 2006 and our tenth consecutive
quarter of operating income improvement, when excluding impairment
and restructuring charges.  We are very pleased with our
performance and the improvements we made to address industry wide
cost increases," said Mervin Dunn, president and chief executive
officer of Commercial Vehicle Group.  "With our strong financial
structure and liquidity position, we remain heavily focused on
seeking opportunities that fit our long-term strategic goals of
growth and diversification," added Mr. Dunn.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/j29dbK

                   About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

                          *     *     *

In the Oct. 4, 2011, edition of the TCR, Moody's Investors Service
upgraded Commercial Vehicle Group, Inc.'s Corporate Family Rating
to B2 from B3, and Probability of Default Rating to B2 from B3.
The B2 CFR reflects modest size, relatively high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is primarily sensitive to
economic cycles, fleet age, and regulatory implementation
schedules.  The CFR considers the substantial cash balance and
absence of funded debt maturities until 2019.  Moody's recognizes
CVGI's demonstrated ability to manage its cost structure and
working capital position to minimize cash burn in a challenging
economic environment.  Moody's believes the company is positioned
to benefit from additional modest improvement in commercial
vehicle build rates at least through mid 2012 and has sufficient
liquidity to support associated working capital needs.

As reported by the TCR on April 12, 2011, Standard & Poor's
Ratings Services said it raised its corporate credit rating on New
Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B-'
from 'CCC+'.  "The upgrade reflects our assumption that CVG can
improve EBITDA and cash flow in the next two years, because we
believe commercial truck production volumes will continue to rise
year-over-year in 2011 and 2012," said Standard & Poor's credit
analyst Nancy Messer.  Heavy-duty truck production increased by a
meaningful 30% in 2010, leading to a 30% year-over-year sales
increase.


DALLAS STARS: Employs KPMG as Auditor and Tax Advisor
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Dallas Stars L.P. and its Debtor affiliates to employ
KPMG LLP as auditor, tax advisor, and bankruptcy administration
consultant nunc pro tunc to the Petition Date.

KPMG will be paid based on its standard hourly rates and will be
reimbursed for its necessary expenses.  The hourly rates for
audit, tax compliance, tax consulting, and bankruptcy
administration consulting services to be rendered by KPMG are:

      Tax Compliance and Tax Consulting Services
      ------------------------------------------
      Partners               $540 - $565
      Senior Managers        $475
      Managers               $370 - $400
      Senior Associates      $265 - $300
      Associates             $210 - $225

      Bankruptcy Administration Services
      ----------------------------------
      Partners/Principals/   $500 - $600
      Managing Directors

      Managers/Directors     $350 - $500

      Senior Associates/     $200 - $350
      Associates

      Para-Professionals     $100 - $200

Professional fees for bankruptcy administration services will not
exceed a blended hourly rate of $425, tested on a monthly basis.

The Debtors paid KPMG $378,152 in the 90-day period prior to the
Petition Date.  As of the Petition Date, KPMG did not hold a
prepetition claim against the Debtors for services rendered in
connection with the Engagement Letters, if any.

                        About Dallas Stars

Frisco, Texas-based Dallas Stars, L.P. -- http://stars.nhl.com/--
operates as a professional men's ice hockey team.  The company was
formerly known as Minnesota North Stars and changed its name to
Dallas Stars, L.P. in 1993.

Dallas Stars and three affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 11-12935 to 11-12938) on Sept. 15, 2011.
The affiliates are Dallas Arena LLC, Dallas Stars U.S. Holdings
Corporation, and StarCenters LLC.  Judge Peter J. Walsh presides
over the cases.  Martin A. Sosland, Esq., and Ronit J. Berkovich,
Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel
to the Debtors.  John H. Knight, Esq., at Richards Layton &
Finger, P.A., serves as the Debtors' Delaware counsel.  The Garden
City Group, Inc., as their notice, claims, and solicitation agent.
KPMG LLP serves as the Debtors' auditor, tax advisor, and
bankruptcy administration consultant.

Dallas Stars estimated $100 million to $500 million in assets and
debts in its petition.  The petitions were signed by Robert L.
Hutson, chief financial officer.

The team is owned by Dallas businessman Thomas O. Hicks' HSG
Sports Group.  Mr. Hicks was the former owner of the Texas
Rangers.  The Texas Rangers were sold in a bankruptcy court-
supervised auction to a group led by Hall of Fame pitcher Nolan
Ryan for $593 million.

The Stars are the second NHL team to file for bankruptcy since
2009, after the Phoenix Coyotes.

Counsel to JP Morgan Chase Bank, N.A., as Prepetition First Lien
Agent, is Mitchell A. Seider, Esq., and Joseph Fabiani, Esq., at
Latham & Watkins LLP.  Its Delaware counsel is Michael R.
Lastowski, Esq., at Duane Morris LLP.

First lien lender Monarch Alternative Capital LLC is represented
by Andrew M. Leblanc, Esq., at Milbank Tweed Hadley and McCloy
LLP.

Counsel to the NHL are Thomas W. Gowan, Esq., and J. Gregory
Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.

Counsel to GSP Finance LLC, as successor in interest to Barclays
Bank PLC, as Prepetition Second Lien Agent, is Jason Young, Esq.,
at Clifford Chance US LLP.


DANA HOLDING: Third-Quarter Profit Doubles on Strong Sales
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Dana Holding
Corp.'s third-quarter earnings more than doubled as the auto-parts
maker's sales continued to benefit from a recovery in the
automotive industry.

                        About Dana Holding

Dana, headquartered in Maumee, Ohio, is a world leader in the
supply of axles, driveshafts, sealing, thermal management
products, as well as genuine service parts.  The customer base
includes virtually every major vehicle in the global automotive,
commercial vehicle, and off-highway markets.  The Company employs
approximately 21,000 people in 26 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2011,
Moody's Investors Service raised the ratings of Dana Holding
Corporation (Dana) -- Corporate Family and Probability of Default
Ratings to Ba3 from B1. In a related action, Moody's raised the
ratings on the company's senior secured asset based revolving
credit facility to Baa3 from Ba1, and the senior unsecured notes
to B2 from B3.  The Speculative Grade Liquidity Rating was
affirmed at SGL-2. The rating outlook is stable.


DECORATOR INDUSTRIES: Taps Richard Gross & Louis Plung as Auditor
-----------------------------------------------------------------
Decorator Industries, Inc., asks the court for authority to employ
Richard Gross and the accounting firm of Louis Plung & Company as
outside auditor for its 401-K Plan, nunc pro tunc to Oct. 3, 2011.

The Debtor anticipates that the total cost for LP&C to prepare its
401-K audit will be approximately $5,000.

The Debtor also seeks authority to pay the fees and costs incurred
by LP&C pursuant to the contemplated representation, up to $5,000,
without the need for filing a formal fee application.

Mr. Gross assures the court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Decorator Industries

Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior
furnishings for the hospitality and RV industries.  Decorator
Industries, doing business as Specialty Window Coverings and
Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Judge John K. Olson
oversees the case.  Paul J. Battista, Esq. and Mariaelena Gayo-
Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as
counsel to the Debtor.  The Debtor estimated assets of $10 million
to $50 million and debts of $1 million to $10 million.

The United States Trustee for Region 21 has appointed five members
to the Official Committee of Unsecured Creditors.


DECORATOR INDUSTRIES: Taps Robert Bradley as Real Estate Brokers
----------------------------------------------------------------
Decorator Industries, Inc., asks the court for authority to employ
Therese M. Geise, Steve Pettit and Jeremy McClements and the firm
of Robert Bradley Associates, LLC d/b/a CB Richard Ellis/Bradley,
as commercial real estate brokers with respect to the Debtor's
Goshen, Indiana facility located at 1614 Eisenhower Drive, Goshen,
Indiana 46526.

The Broker will perform these services in connection with
assisting the Debtor in selling the Property:

   -- determine the marketing strategy;

   -- prepare marketing materials;

   -- list and market the Property;

   -- prepare and consolidate due diligence materials;

   -- assist with sale negotiations;

   -- coordinate the efforts of potential bidders in conducting
      their due diligence investigations;

   -- assist in determining whether any person is a Qualified
      Bidder for purposes of considering competitive bids for
      better and higher bids above a stalking horse offer;

   -- receive offers from Qualified Bidders;

   -- assist with negotiating any offers made to purchase the
      Property; and

   -- assist in closing the sale transaction.

The Broker will receive the greater of a six percent commission of
the gross sale price of the Property or $5,000.  In the event that
the Property is sold to either Maury Miller or Lippert, the Broker
will discount the Commission by 25%.

In the event that there is a buyer's agent or broker, the Broker
will apportion the Commission to such buyer's agent between 0% and
50% of the Commission.  There are no up-front marketing or
retainer fees under the Agreement.

The Broker assures the court that it is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Court.

                    About Decorator Industries

Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior
furnishings for the hospitality and RV industries.  Decorator
Industries, doing business as Specialty Window Coverings and
Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Judge John K. Olson
oversees the case.  Paul J. Battista, Esq. and Mariaelena Gayo-
Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as
counsel to the Debtor.  The Debtor estimated assets of $10 million
to $50 million and debts of $1 million to $10 million.

The United States Trustee for Region 21 has appointed five members
to the Official Committee of Unsecured Creditors.


DODGEN AIRCRAFT: Closures Won't Affect Allegan Airport Operations
-----------------------------------------------------------------
The Allegan County News reports that Allegan Airport operations
will not be affected by what appears to be an auction of the
property of Dodgen Aircraft, an aviation company that does
business there.

The liquidation is listed on orbitbid.com and includes the assets
of Skykid Aviation School, which is owned by Dodgen Aircraft.  The
auction was scheduled for 8 a.m. on Tuesday, Oct. 25.

"The city anticipates no changes to operations at the airport as a
result of this," the report quotes Allegan City manager Rob
Hillard as saying.

The city had contracted with Dodgen Aircraft for the service, but
that ended last spring.

Among the assets up for auction were six small airplanes, a Ford
F-150, a forklift, some snowplowing rigs, and shop equipment.

"The last two years have been extremely hard in this business.
Effective immediately Dodgen Aircraft is closed. Our bank, Fifth
Third, has called our loans which cover the assets of the company
and we have worked very hard on many options that could have
allowed for a solution; none have worked so far. As of the date of
this email, Fifth Third bank has taken over the assets and forced
us to close the operation," Dodgen said in a statement posted on
its Web site.

Dodgen Aircraft is a full service fixed base operator based in
Allegan, Michigan.


DRYSHIPS INC: Signs $141 Million Loan Facility for Four Tankers
---------------------------------------------------------------
DryShips Inc. announced the signing of a $141 million syndicated
secured term loan facility to partially finance the construction
costs of the tankers Belmar, Calida, Lipari and Petalidi.  The
Lead Arrangers are The Export-Import Bank of Korea and ABN AMRO
Bank.

George Economou, Chairman and CEO, commented, "We are pleased to
announce the signing of this loan facility with Korea Eximbank and
ABN AMRO.  Following the signing of this loan facility the next
four tankers that deliver in the fourth quarter of 2011 and the
first half of 2012 are now fully financed.  With credit markets
tightening across the globe, the fact that we secured bank debt on
competitive terms is a testament to the relationships built over
the years.  We will continue to leverage these relationships in
our endeavors to finance the remaining drybulk and tanker
newbuilding programs."

                        About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of Sept. 10,
2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of
Dec. 31, 2009, its negative working capital position and other
matters raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at June 30, 2011, showed
US$7.86 billion in total assets, US$4.03 billion in total
liabilities, and US$3.83 billion in total equity.


DULCES ARBOR: Expands Scope of Pierce & Little's Employment
-----------------------------------------------------------
Dulces Arbor, S. De R.L. De C.V., has sought and obtained
authority to expand the scope of David Pierce, Esq. and his law
firm Pierce & Little to include appearance as necessary, to bring
to light the facts of the Debtor's post dealing with Maple
Commercial Finance Corp., the largest creditor in the Chapter 11
case.

On July 22, 2011, the Debtor filed its application to Employ
Mr. Pierce as special counsel, to pursue an adversary proceeding
in the Court for turnover and patent infringement and tortious
interference, and to pursue an action for attorney's breach of
fiduciary duty in the United States District Court in Austin,
Texas.  Mr. Pierce's employment was approved by the Court on July
25, 2011.

                         About Dulces Arbor

Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V.,
is a Mexican corporation that has been doing business for years in
the greater El Paso-Ciudad Juarez area in Texas.  It filed for
Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on
June 22, 2011.  Judge Leif M. Clark presides over the case.

In its petition, the Debtor estimated assets of US$10 million to
US$50 million, and debts of US$1 million to US$10 million.  The
petition was signed by Raymond Ducorsky, sole administrator.
Mr. Ducorsky is also its largest unsecured creditor with a
US$2,300,000 claim.

The U.S. Trustee said that a committee has not been appointed
because an insufficient number of persons holding unsecured claims
against Dulces Arbor, S. de R.L. de C.V, have expressed interest
in serving on a committee.  The U.S. Trustee reserves the right to
appoint a committee should interest developed among the creditors.


DUTCH GOLD: Terminates Offering Under 2003 Stock Incentive Plan
---------------------------------------------------------------
Dutch Gold Resources, Inc., f/k/a Small Town Radio, Inc., filed a
registration statement on Form S-8 with the U.S. Securities and
Exchange Commission registering a total of 3,000,000 shares of its
common stock, $0.001 par value per share, issuable under the Small
Talk Radio, Inc. 2003 Stock Incentive Plan.  The Company, on
Oct. 26, 2011, filed with the SEC a Post-Effective Amendment No.1
to the Registration Statement to remove from registration any of
the securities which remain unsold at the termination of the
offering.  A full-text copy of the Post-Effective Amendment is
available for free at http://is.gd/0xILdS

                          About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

The Company's balance sheet at June 30, 2011, showed $3.41 million
in total assets, $7.08 million in total liabilities, and a
$3.67 million total stockholders' deficit.

As of June 30, 2011, the Company had cash on hand of $21,425,
investments available for sale of $366,645, a working capital
deficit of approximately $5.2 million and has incurred a loss from
operations for the six months ended June 30, 2011.

The Company reported a net loss of $3.70 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$11.33 million on $0 of revenue during the prior year.

As reported, Hancock Askew & Co., LLP, in Atlanta, Georgia,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has limited
liquidity and has incurred recurring losses from operations.


ELEPHANT & CASTLE: Has Access to Cash Collateral Until Nov. 3
-------------------------------------------------------------
The Hon. Henry J. Borroff of the U.S. Bankruptcy Court for the
District of Massachusetts, in a fifth interim order, authorized
Massachusetts Elephant & Castle Group, Inc., et al., to use cash
collateral until Nov. 3, 2011.

GE Canada Equipment Financing G.P., Fifth Street Finance Corp.,
Sysco San Diego, Inc., Royal Bank of Canada and Toronto Dominion
Bank have asserted, or may assert, a lien against the property of
certain of the Debtors and the cash proceeds thereof.

The Debtors would use the cash collateral to preserve their
operations and the value of their assets.

GE Canada Equipment Financing G.P. and the Official Committee of
Unsecured Creditors agree that it is appropriate to further extend
on an interim basis the Debtors' authority to use the cash
collateral.

The cash collateral use is subject to, among other things:

   -- during the period ending Nov. 1, the Debtors and their
professional advisors may continue to negotiate terms of any
timely submitted 11 U.S.C. Section 363 bid or plan proposal;

   -- no later than Nov. 1, financial advisor Bellmark Partners
LLC will have completed its analysis of the section 363 stalking
horse bids and will have presented Phoenix and the Debtors with
its recommendation as to the Section 363 stalking horse bid;

   -- if the Debtors elect to pursue confirmation of a plan of
reorganization, the plan will be approved by the Debtors' board of
directors in consultation with chief restructuring advisor Phoenix
Management;

   -- no later than Nov. 14, the Debtor will have obtained an
order of the Court approving the bidding procedures;

   -- no later than Dec. 1, the Debtors will have concluded the
auction.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lenders replacement liens
in and to property of the kind presently securing the prepetition
obligations of the Debtors.  The replacement liens in favor of
each applicable lender will be junior only to non-avoidable,
valid, enforceable and perfected liens and security interest in
favor of any person or entity on or in the assets of any
applicable Debtor.

On or before the first business day after the entry of the order,
the Debtors will pay GE CEF the sum of $35,000, which amount will
be applied to the corresponding amount of GE CEF's asserted claim
for postpetition interest.

A hearing to consider the final order for the Debtors to use the
cash collateral is set for Nov. 3, at 2:00 p.m.

        About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  Repechage Investments'
estimated assets and debts at $10 million to $50 million.  Other
Debtors' estimated assets and debts at $0 to $10 million.

Eckert Seamans Chein & Mellott, LLC, represent the Debtors as
counsel and BellMark Partners, LLC as financial advisor.  Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.

FTI Consulting, Inc., is the Official Committee of Unsecured
Creditors' financial advisors.  Goulston & Storrs, P.C., is the
Committee's counsel.


ELZA CONSTRUCTION: Ordered to Meke Adequate Protection Payment
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
ordered Elza Construction Llc to pay as adequate protection to the
creditor not less than $523.70 per month, or such other amount as
the Court may order, until the time that a Chapter Plan is
confirmed.  The ruling was in relation to a motion to terminate
automatic stay regarding a 2006 Dodge Ram 1500.

                    About Elza Construction LLC

Based in East Bernstadt, Kentucky, Elza Construction LLC, aka Elza
Reclamation, filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case
No. 11-60689) on May 10, 2011.  Judge Joseph M. Scott, Jr.,
presides over the case.  Maxie Higgason, Esq., at Higgason Law
Office, serves as bankruptcy counsel.  The Debtor disclosed
$15,188,510 in assets and $6,443,334 in liabilities as of the
Chapter 11 filing. The petition was signed by Paul Elza, the
owner.  Mr. Elza was designated by the Court as the Debtor's
representative.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed because an insufficient number of
persons holding unsecured claims against Elza Construction LLC
have expressed interest in serving on a committee.


ENBRIDGE ENERGY: DBRS Confirms 'BB' Rating on Junior Sub. Notes
---------------------------------------------------------------
DBRS has confirmed the ratings on the Senior Unsecured Notes,
Junior Subordinated Notes and Commercial Paper of Enbridge Energy
Partners, L.P. (EEP or the Partnership) at BBB, BB (high) and R-2
(middle), respectively, all with Stable trends.  The rating action
incorporates DBRS's expectation that EEP's credit ratios, which
are subject to near to medium term pressure, will subsequently
recover, while also recognizing its improved business risk profile
following completion of its major liquids pipeline projects in
2009 and 2010.

DBRS expects EEP's credit metrics to be pressured in the near to
medium term by the expected timing lag between incurrence of cash
outlays related to its Q3 2010 Line 6A and Line 6B pipeline crude
oil spills (combined cost estimate of $750 million, excluding
fines and penalties, of which $466 million had been spent as at
June 30, 2011) prior to insurance recoveries (which DBRS estimates
would reduce EEP's expected net exposure to $100 million to $125
million in the absence of recoveries from third parties) and
potential fines and penalties.  DBRS estimates the net exposures
noted above to equal approximately 10% of the Partnership's
adjusted EBITDA in the 12 months ending (LTM) June 30, 2011.

In addition, EEP expects to spend $1.25 billion on capex in 2011
(of which $363.1 million was spent during the first six months of
2011 (6M 2011)) and pay $0.6 billion of cash distributions.  These
amounts compare to $0.8 billion of cash flow in LTM June 30, 2011,
with the balance to be funded by external sources.

DBRS expects EEP's adjusted debt-to-capital ratio to remain in the
low-50% range and its cash flow-to-debt, EBITDA interest coverage
and EBIT interest coverage metrics (15.8%, 3.58 times and 2.48
times, respectively, for the LTM June 30, 2011) to weaken
moderately in the near to medium term prior to returning to recent
levels.

EEP's business risk profile improved following completion of its
major liquids pipeline projects in 2009 and 2010.  Completion of
the U.S. portions of the Southern Access Mainline Expansion
(Southern Access) and Alberta Clipper pipelines (placed in service
on April 1, 2009, and April 1, 2010, respectively) and the North
Dakota Phase VI pipeline expansion (in service on January 1, 2010)
improved the Partnership's business risk profile due to the heavy
weighting of capex towards low-risk (due to strong regulatory and
contractual arrangements) liquids pipelines projects.

The mid-September 2010 acquisition of the Elk City Gathering and
Processing System (Elk City) modestly increased EEP's exposure to
its Natural Gas segment, which has a higher business risk profile
than its Liquids segment due to volume and commodity price risks,
although this is partly offset by contractual and hedging
arrangements.  EEP typically hedges the commodity price exposure
within its Natural Gas segment for the majority of its estimated
commodity positions in the following year and a significant
proportion over the medium term.  DBRS estimates that the Liquids,
Natural Gas and Marketing segments accounted for 70%, 29% and 1%,
respectively, of EEP's segment EBITDA in LTM June 30, 2011, and
expects liquids pipelines to account for two-thirds to three-
quarters of segment EBITDA in the medium term.

EEP enhanced its liquidity position and reduced refinancing risk
during Q3 2011 with the issuance of $600 million of 4.2% senior
unsecured notes (due in 2021) and $150 million of 5.5% senior
unsecured notes (due in 2040), as well as $452 million of common
units, combined with upsizing and extending its credit facility to
$2.0 billion with maturity in September 2016.  The above-noted
issuances would have resulted in full availability under its $2
billion credit facility on a pro forma basis as at June 30, 2011.

The Partnership's near term external financing needs are
manageable in the context of relatively low re-financing
requirements over the next few years. Gross financing needs will
be directly affected by the size of EEP's growth capex program
going forward.  DBRS currently expects the Partnership's liquidity
position to remain sufficient to support its needs in the event
that capital markets were to return to the difficult conditions
experienced during most of 2008 and the first half of 2009.

Earnings and cash flow growth are expected over the medium term,
partly driven by the following sources:

(a) The $370 million U.S. portion of the Bakken Expansion Program,
which commenced construction in July 2011, is expected to provide
120,000 barrels per day (b/d) of pipeline capacity (expandable to
325,000 b/d) from receipt points within North Dakota to
interconnections with existing affiliated Enbridge pipelines by Q1
2013.

(b) The $175 million South Haynesville Shale Expansion is expected
to provide gas gathering, treating and transmission services to
expand EEP's East Texas system.

(c) The Allison and Ajax gas processing plants in the Granite Wash
region of the Anadarko Basin are expected to be in service in Q4
2011 and Q1 2013, respectively.

Incremental earnings and cash flow from these projects is expected
to contribute to improved credit metrics over the medium term. EEP
continues to pursue organic growth projects in both its Liquids
and Natural Gas segments.

Finally, EEP's ratings are also supported by the strong
sponsorship of Enbridge Inc. (ENB, rated A (low)), which, through
its wholly owned subsidiary, Enbridge Energy Company, Inc. (EECI,
EEP's general partner (GP)), acquired approximately $500 million
of Class A units of EEP in December 2008, and concluded a joint
funding agreement under which ENB effectively funded two-thirds of
the $1.2 billion cost of the Alberta Clipper U.S. crude oil
pipeline project, with the remaining one-third funded by EEP
(previously 100% EEP) in July 2009.


ENERGY COMPOSITES: Completes Sale of ECC-C to Mancls
----------------------------------------------------
Trailblazer Resources, Inc., formerly known as Energy Composites
Corporation, on Oct. 21, 2011, completed the sale of its wholly-
owned subsidiary, ECC Corrosion, Inc., to Jamie Lee Mancl and
Jennifer Lynn Mancl and entities affiliated with the them in
exchange for substantially all of the Mancls' shares of the
Company's common stock, pursuant to the terms of a Stock Purchase
Agreement dated Aug. 12, 2011.  Upon cancellation of these shares,
the number of shares outstanding will be reduced to 22,720,228.

Immediately prior to the closing of the sale of ECC-C, Jamie Lee
Mancl and Jennifer Lynn Mancl were officers and directors of both
the Company and ECC-C and owned beneficially approximately 52.6%
of the outstanding shares.

All of the officers and directors of the Company resigned as of
Oct. 21, 2011, with the exception of Samuel W. Fairchild.  The
number of directors has been reduced to three and Mr. Fairchild,
as the remaining director, has appointed Mark Huelskamp and
Michael Murray to fill the two vacancies on the board.  Mr.
Fairchild will serve as the Company's President and Interim Chief
Financial Officer and Mr. Murray will serve as the Company's
corporate Secretary.

There was no arrangement or understanding between Messrs.
Huelskamp and Murray and the Company, pursuant to which they were
selected as directors.

In January 2010, Mr. Huelskamp loaned $30,000 to the Company.  In
August 2010, Mr. Huelskamp agreed to accept 12,428 shares of the
Company's common stock as full payment of the loan.

Effective Oct. 17, 2011, the Company's Articles of Incorporation
were amended to change its name to "Trailblazer Resources, Inc."

At a special meeting of the Company's stockholders held on
Oct. 12, 2011, the stockholders approved the ECC-C Sale and the
amendment to the Articles of Incorporation changing the name to
"Trailblazer Resources, Inc."

In connection with the change of the Company's name, the new CUSIP
number for the Company's common stock is 89278P 102 and the new
trading symbol for the common stock is "TBLZ".

                     About Energy Composites

Wisconsin Rapids, Wisconsin-based Energy Composites Corporation is
a manufacturer of composite structures and vessels for a range of
clean technology industries.  Based on its research of companies
in this sector, the Company believe it has the Midwest's largest
and most automated manufacturing capabilities with its world-
class, automated 73,000 square foot climate-controlled
manufacturing facility in Wisconsin Rapids, Wisconsin.

At June 30, 2011, the Company's balance sheet showed
$10.95 million in total assets, $9.26 million in total
liabilities, and stockholders' equity of $1.69 million.

As reported in the TCR on April 27, 2011, Moquist Thorvilson
Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed
substantial doubt about Energy Composites' ability to continue as
a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company had net losses for the
years ended Dec. 31, 2010, and 2009, and had an accumulated
deficit at Dec. 31, 2010.


EQUITABLE OF IOWA: Fitch Upgrades Rating on 8.42% Sec. to 'BB'
--------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Equitable of Iowa
Companies Capital Trust II 8.42% due 1/04/2027 (EICCT2) to 'BB'
from 'B+' and maintained the Rating Watch Evolving for Equitable
of Iowa, Inc's.  Equitable of Iowa, Inc. is an indirect subsidiary
of ING Americas Insurance Holdings, Inc. (IAIH).  All ratings are
on Rating Watch Evolving.

The upgrade reflects the application of standard notching
methodology for Equity of Iowa's trust preferred securities per
Fitch's rating criteria.  The previous rating incorporated non-
standard notching reflecting concerns of coupon deferral imposed
by the Dutch government/European Union.

The Rating Watch Evolving status solely reflects uncertainty over
IAIH's pending change in ownership.  Based on an agreement with
the Dutch government, ING Group has agreed to divest its global
insurance operations by 2013.  Fitch expects that the divestiture
of IAIH will mostly likely occur via IPO as early as the second
quarter of 2012.

The rating actions are as follows:

Equitable of Iowa Companies, Inc.

  ?- Long-term IDR at 'BBB'; Rating Watch Evolving maintained.

Equitable of Iowa Companies Capital Trust II

  -- 8.42% due 4/01/2027 upgraded to 'BB' from 'B+'; Rating Watch
     Evolving.


ESTATE FINANCIAL: Wants to Hire IDS to Information Consultant
-------------------------------------------------------------
Thomas P. Jeremiassen, the duly qualified and acting chapter 11
trustee of Estate Financial, Inc., asks the Bankruptcy Court for
an order authorizing the Trustee's retention and employment of
Intelligent Discovery Solutions, Inc. (IDS) to provide
consultation services that include the collection, processing,
storage, and management of electronically-stored information
currently held, or which will be obtained in the future, by the
Trustee, his counsel, his accountants, and his financial advisors,
effective as of October 1, 2011.  The services to be provided by
IDS were previously provided by LECG, LLC, which is no longer
employed by the Trustee.

As a result of the LECG electronic-data management staff leaving
LECG and joining IDS, the Trustee has terminated the services of
LECG.  The services include the following:

     a. Translating and analyzing the data obtained from any of
        the Debtor's computers and servers;

     b. Scanning, analyzing and storing data and/or documents and
        information on behalf of the Trustee and his
        professionals;

     c. Maintaining a database of the documents stored by the
        Trustee and his professionals;

     d. Assisting the Trustee and his professionals with regard to
        any other issues related to document scanning, storage,
        and analysis;

     e. Performing such other actions as may be necessary and
        appropriate as consultant for the Trustee.

To the best of the Trustee's knowledge, IDS is a disinterested
person as that term is defined in 11 U.S.C. Section 101(14), has
no interest adverse to the Trustee, the Debtor, its creditors,
any other party in interest, its respective attorneys and
accountants, or to the Estate, and has no relation to any
bankruptcy judge presiding in this district or any relation to
the United States Trustee in this district, or any person employed
in the Office of the United States Trustee.  To the best of the
Trustee's knowledge, IDS does not hold or represent any interest
materially adverse to the Trustee, the Debtor, or the Estate in
the matters for which IDS is proposed to be retained.

IDS can be reached at:

         James D. Vaughn, Managing Director
         INTELLIGENT DISCOVERY SOLUTIONS, INC.
         1242 E. Lexington Ave., Suite 1200
         Pomona, California 91766
         Tel: 714.261.0348
         E-mail: JVaughn@iDiscoverySolutions.com

                       About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a
license real estate brokerage firm since the later 1980's.  EFI
solicited funding for, and arranged and made, loans secured by
various real property.  EFI also was the sole manager of Estate
Financial Mortgage Fund LLC, which was organized for the purpose
of investing in and funding loans originated by EFI which were
secured by first deeds of trust encumbering commercial and real
estate located primarily in California and has been funding such
mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represented the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.

On July 30, 2008, Thomas P. Jeremiassen accepted his appointment
as the chapter 11 trustee of EFI and has served as the duly
qualified and acting chapter 11 trustee of the Estate.


E*TRADE FINANCIAL: DBRS Rates Issuer & Senior Debt at 'B'
---------------------------------------------------------
DBRS Inc. (DBRS) has commented that its ratings of E*TRADE
Financial Corporation (E*TRADE or the Company) remain unchanged
following the release of the Company's 3Q11 results.  DBRS rates
E*TRADE's Issuer & Senior Debt at B (high) and E*TRADE Bank's
Deposits & Senior Debt (the Bank) at BB.  All ratings, except the
Short-Term Instruments rating of the Bank, have a Negative trend.
The Company reported net earnings of $71 million in 3Q11, its
highest level of profit since the start of the crisis in 4Q07.
This follows net income of $47 million in 2Q11 and net income of
$8 million in 3Q10.  Importantly, E*TRADE generated positive
earnings in the first three quarters of 2011 following quarterly
losses and earnings volatility throughout the crisis.  Sustained
profitability in upcoming quarters would bode well from a ratings
perspective.

Against the backdrop of a still challenging economic environment
characterized by significant market volatility, E*TRADE's
franchise delivered a strong performance in the quarter,
generating net revenues of $507 million as compared to net
revenues of $518 million in 2Q11 and $489 million in 3Q10.  Net
interest income and noninterest income were strong driven by a
substantial increase in daily average revenue trades (DARTs),
which were up 11% QoQ and up 30% YoY, combined with net new
customer assets of $2.1 billion, despite declining market
valuations.  While average margin receivables declined 5% QoQ,
these higher yielding assets were still up 15% YoY.  DBRS views
positively E*TRADE's ability to bring in new customers and new
customer resources to the Company during a time of significant
volatility and weak investor activity.

DBRS sees E*TRADE as continuing to take the appropriate steps to
maintain the strength of its core franchise by investing in
technology and customer service initiatives.  Expenses increased
by 18% QoQ and 28% YoY, largely due to an increased reserve to
purchase auction rate securities from customers given illiquidity
in the market.  Importantly, E*TRADE continues to execute on its
strategic plan, which includes adding to its sales force,
expanding its product offerings and building out its corporate
services solutions.

E*TRADE is also making progress in reducing its non-core asset
exposures, as its gross legacy loan portfolio declined 5% QoQ and
19% YoY.  The Company is proactively working to reduce its loan
portfolio, as well as working with third parties to combat
delinquencies and restructure loans in its loan portfolios.  DBRS
views these efforts as being reflected in the improving credit
performance trends.  Despite E*TRADE's continued efforts to reduce
this portfolio, the $13.8 billion portfolio remains sizable at 30%
of total assets.  While provisioning for these loans remains a
significant drag on the Company's bottom line, this expense has
nevertheless been on a downward trajectory since the end of 2008.
Provisioning expense declined to $98 million, or 59% of operating
income before provisions and taxes (IBPT), down from provisions of
$152 million in 3Q10 (68% of operating IBPT) and a significant
decline from $347 million in 3Q09 (127% of operating IBPT).

E*TRADE's still elevated corporate interest expense continues to
weigh on earnings, despite being half the level that it was in
3Q09.  Of note, the Company extended its debt maturities so that
its earliest debt maturity is now in December 2015.  This should
allow E*TRADE greater flexibility to contend with other
outstanding debt issues, leaving open the possibility for the
Company to pay down some of the parent's debt, subject to
regulatory approvals.

On a consolidated basis, E*TRADE reported a Tier 1 common ratio of
9.3% at 3Q11, up from 8.4% at 2Q11.  At the Bank-level, the
Company reported a Tier 1 capital to risk-weighted asset ratio of
17.2% at 3Q11, up from 16.2% at 2Q11.  E*TRADE maintains a
comfortable cushion and ample loss absorption capacity.


EXTENDED STAY: Briefing Schedule on $8-Bil. Blackstone Suit Set
---------------------------------------------------------------
Hobart Truesdell, who administers the litigation trust created
for Extended Stay creditors, entered into an agreement which sets
a timetable for the filing of court papers in connection with the
lawsuits he filed against Blackstone Group LP and other
defendants.

As reported in the June 23, 2011 edition of the TCR,
Mr. Truesdell, who administers the litigation trust created
for Extended Stay's creditors pursuant to the hotel chain's
restructuring plan, has sued Blackstone Group LP and certain other
parties over the 2007 sale of Extended Stay Inc., which sale
allegedly pushed the hotel chain into bankruptcy.

In a September 19, 2011 decision, Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York denied Mr.
Truesdell's motion to remand the lawsuit back to the Supreme
Court, where it was initially filed.

Mr. Truesdell, who administers the litigation trust created for
creditors of Extended Stay pursuant to its restructuring plan,
sued the Blackstone defendants in connection with the 2007 sale
of the hotel chain.

The lawsuit was moved to the bankruptcy court in July 2011 under
Case No. 11-02398 upon request from the Blackstone defendants.
The defendants argued that the bankruptcy court has jurisdiction
over the lawsuit because it stemmed from Extended Stay's
bankruptcy case.

The agreement, which has been approved by the U.S. Bankruptcy
Court for the Southern District of New York, requires the
Blackstone defendants to file their motions to dismiss the
lawsuits by November 1, 2011, and reply briefs in support of
their motions by February 3, 2012.

Meanwhile, the litigation trustee has until December 23, 2011, to
file his opposition briefs to any motion to dismiss, according to
the agreement.

A full-text copy of the Briefing Schedule Agreement is available
for free at http://bankrupt.com/misc/ESI_BriefingSchedule.pdf

The litigation trustee also entered into another agreement, which
calls for the dismissal of Maiden Lane Commercial Mortgage-Backed
Securities Trust 2008-1 and the Federal Reserve Bank of New York
as defendants of the lawsuit under Case No. 11-02259.

In a related development, the litigation trustee prepared a
statement of issues on appeal in connection with his appeal of
the Bankruptcy Court's September 19, 2011, decision denying his
motion to remand the state court action back to the New York
Supreme Court.

Under his appeal, the litigation trustee wants the U.S. District
Court for the Southern District of New York to determine whether
the Bankruptcy Court erred:

  (1) in denying the litigation trustee's motion for remand;

  (2) in deciding that it should not remand the state court
      action pursuant to 28 U.S.C. Section 1452(b) even though
      (i) the state court action has no effect on the efficient
      administration of Extended Stay's bankruptcy estate, (ii)
      the state court action brings exclusively state court
      claims that are only tangentially related to Extended
      Stay's bankruptcy case, and (iii) the U.S. Supreme Court's
      recent decision in the Stern v. Marshall case creates
      significant risks that the litigation trustee could engage
      in years of costly litigation only to have a final
      judgment entered by the Bankruptcy Court vacated as
      constitutionally infirm;

  (3) in deciding that abstention and remand was not
      mandatory pursuant to 28 U.S.C. Section 1334(c)(2)even
      though (i) the state court action asserts solely state law
      claims that are only "related to" Extended Stay's
      bankruptcy case, (ii) the sole basis for federal
      jurisdiction over the state court action is 11 U.S.C.
      Section 1334, and (iii) the state court action is capable
      of being timely adjudicated in the New York Supreme Court;

  (4) in deciding that it should not abstain from hearing the
      state court action pursuant to 28 U.S.C. Section
      1334(c)(1) even though (i) the state court action has no
      effect on the efficient administration of Extended Stay's
      bankruptcy estate, (ii) the state court action brings
      exclusively state court claims that are only tangentially
      related to the bankruptcy case, and (iii) the U.S. Supreme
      Court's recent Stern v. Marshall decision creates
      significant risks that the trustee could engage in years
      of costly litigation only to have a final judgment entered
      by the Bankruptcy Court vacated as constitutionally
      infirm; and

  (5) in deciding that it should not remand the state court
      action because the defendants intend to assert an alleged
      affirmative defense under 11 U.S.C. Section 546(e), a
      federal statute.

                      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.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Deadline to Object to Claims Extended to Jan. 18
---------------------------------------------------------------
Judge James Peck has issued an order allowing Hobart Truesdell,
who administers the litigation trust created for Extended Stay
creditors, to file his objections to general unsecured claims and
mezzanine facilities claims until January 18, 2012.

Earlier, Bank of America N.A. and other creditors opposed the
trustee's request for additional time to file his objections.
They expressed concern that Mr. Truesdell would use it to
challenge the mezzanine facilities claims allowed under Extended
Stay's Chapter 11 plan.

The restructuring plan of Extended Stay's debtor affiliates
provides for the treatment and allowance of mezzanine facilities
claims in the sum of at least $3.3 billion.  The allowance of
those claims was required by BofA and other creditors in exchange
for their support for the plan.

In court papers, Mr. Truesdell and his conflicts counsel, Forman
Holt Eliades & Ravin LLC, countered that the extension of the
deadline is necessary so that he could complete his investigation
of and conduct an analysis of those claims.  He also argued that
many claimants would be subjected to premature litigation if
objections to those claims would be filed now.

                      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.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Files Post-Confirmation Report for Third Quarter
---------------------------------------------------------------
Extended Stay Inc. prepared a post-confirmation quarterly
operating report for 74 of its affiliated debtors whose Fifth
Amended Joint Chapter 11 Plan of Reorganization had been
confirmed by the U.S. Bankruptcy Court for the Southern District
of New York.

The report, which covers the period from July 1 to September 30,
2011, disclosed that the company's debtor affiliates had
$278,335,968 in total cash receipts and made $263,564,147 in
total disbursements for the reporting period.

ESI's debtor affiliates did not sell or transfer any assets
outside the normal course of business or outside the
restructuring plan during the reporting period.  They are also
current on all post-confirmation plan payments, according to the
report.

A full-text copy of the July to September 2011 Post-Confirmation
Quarterly Operating Report is available without charge at:

  http://bankrupt.com/misc/ESI_PostConQReportSept3011.pdf

                          Disbursements

Joseph Teichman, secretary and general counsel of Extended Stay
Inc., filed a declaration disclosing that the company has not
made any disbursement in September 2011.

Mr. Teichman filed the declaration in lieu of ESI's monthly
operating report for September 2011, and in compliance with an
agreement between the U.S. Trustee and Weil Gotshal Manges LLP,
under which the company won't be required to file the report if
it has not made any disbursement during the reporting period.

ESI is not part of the restructuring plan that was confirmed by
the U.S. Bankruptcy Court for the Southern District of New York
and thus, is still required to continue to file a monthly
operating report.

ESI's 74 affiliated debtors, which were reorganized pursuant to a
confirmed restructuring plan, have been required to file
operating reports on a quarterly basis after the restructuring
plan took effect on October 8, 2010.

                      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.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FIRST NATIONAL: Can Access Capmark Cash Collateral Until Dec. 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma has
approved a joint stipulation between First National Building I,
LLC, and First National Building II, LLC, on the one hand, and
secured creditors Capmark Bank and Capmark CDF Subfund VI LLC, on
the other hand, authorizing the Debtors to use cash collateral
through and including Dec. 31, 2011, pursuant to a budget.

The Debtors are authorized to deviate from the line items
contained in the Budget by not more than 5%, on both a line item
and aggregate basis, with any unused portion from a week to be
carried over into the following week.  The Debtors are further
authorized to use cash collateral to pay all quarterly fees owing
to the Office of the United States Trustee and all expenses owing
to the Clerk of the Bankruptcy Court.

On May 18, 2007, the Debtors entered into a loan agreement with
the Lenders, pursuant to which the Debtors obtained a loan from
the Lenders in the aggregate principal amount which was not to
exceed $23,080,000.  The loan is secured by the Debtors' property
commonly known as the First National Center and located at 120 N.
Robinson Avenue in Oklahoma City.

The amount currently outstanding under the Loan was not disclosed.

A copy of the stipulation/operating budget is available for free
at http://bankrupt.com/misc/firstnational.budget.dkt248.pdf

                      About First National

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I,
LLC, and First National Building II, LLC, from the Central
District of California to the Western District of Oklahoma.
Lender Capmark Bank and Capmark CDF Subfund VI LLC made the
request, and Judge Mund agreed to the venue change.

First National Building I, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on
Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case
No. 10-16335) to Oklahoma City on Oct. 13, 2010.  Keith M.
Aurzada, Esq., and John C. Leininger, Esq., at Bryan Cave LLP, in
Dallas, Tex., and Rob F. Robertson, Esq., at GableGotwals, in
Oklahoma City, Okla., represent Capmark as counsel.

The Debtors each estimates assets and debts at $10 million to
$50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).

David L. Neale, Esq., and Juliet Y. Oh, Esq., at Levene, Neale,
Bender, Yoo & Brill L.L.P., in Los Angeles; and Mark B. Toffoli,
Esq., at Andrews Davis, P.C., in Oklahoma City, Okla., represent
the Debtors as counsel.


GAME TRADING: Jack Koegel Resigns from Board of Directors
---------------------------------------------------------
Jack Koegel resigned as a director and from all committees of Game
Trading Technologies, Inc.  There was no disagreement or dispute
between Mr. Koegel and the Company which led to his resignation.

                        About Game Trading

Game Trading Technologies, headquartered in Hunt Valley, Maryland,
provides comprehensive trading solutions and services for video
game retailers, publishers, rental companies, and consumers.

"We have continued to incur operating losses in the current year
and to date have been unsuccessful in raising additional working
capital and that we are dependent upon management's ability to
develop profitable operations," the Company said in the filing.
"These factors among others may raise substantial doubt about our
ability to continue as a going concern."

The Company's balance sheet at June 30, 2011, showed $11.29
million in total assets, $17.45 million in total liabilities,
$1.50 million in redeemable preferred stock, and a $7.66 million
total stockholders' deficit.


GENERAL SHOPPING: Fitch Affirms 'BB-' Foreign Currency IDR
----------------------------------------------------------
Fitch Ratings has affirmed the ratings of General Shopping
Brazil's (GSB) and its fully owned subsidiary General Shopping
Finance Limited (GSF) as follows:

General Shopping Brasil S.A. (GSB):

  -- Foreign currency Issuer Default Rating (IDR) at 'BB-';
  -- Local currency IDR at 'BB-';
  -- National scale ratings at 'A-(bra)'.

General Shopping Finance Limited (GSF):

  -- Foreign currency IDR at 'BB-'.
  -- US$250 million perpetual notes at 'BB-'.

The Rating Outlook is Stable.

GSB's ratings reflect the company's business position as one of
the largest shopping center operators in Brazil's southeastern and
southern regions with participation in 13 shopping centers, stable
and predictable cash flow generation, high gross leverage, and
solid liquidity.  GSB's ratings incorporate the risk of completion
delays and leasing of new developments, as well as its limited
geographical and asset diversification.  The ratings also reflect
the company's diversified tenant base, important pool of
unencumbered assets, comfortable debt payment schedule and low
working capital requirements with leases responsible for most
maintenance expenses.

The Stable Outlook reflects Fitch's expectation that GSB will
deleverage during the next 24 months ended in June 2013 as the
company's cash flow generation, measured by EBITDA, is expected to
improve as a result of the capex plan completion.  Also factored
in the Stable Outlook is the view that the company's liquidity
will remain strong in the medium term.

Stable and Predictable Results:

General Shopping Brasil S/A (GSB) has a stable revenue stream
derived from its lease portfolio and the 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 the company's properties,
which lowers business risk.  The company's revenues for the fiscal
years ending 2009, 2010, and LTM June 2011 were BRL101 million;
BRL116 million; and, BRL130 million, respectively.  General
Shopping's revenue structure is mostly based on fixed rent, which
represent about of 79% total revenues, making the company's
revenues very predictable.

The company's lease portfolio has an adequate contract maturity
schedule by the end of June 2011, with contracts expiring in the
next 12, 12 - 24, and 24 - 48 months representing 4.4%, 14.5%, and
24.9%, respectively, over the company's total GLA. The company's
average contract maturity schedule is around six years.  In
addition, the company has a low tenant concentration risk as GSB's
20 most important tenants represent less than 12% and 25% of the
company's total revenues and total GLA.

Capex Plan to Increase GLA 33% by December 2013:

GSB is currently implementing an aggressive capex plan with
several greenfield and expansion projects, which are expected to
be funded primarily with the company's cash flow generation and
its solid liquidity.  GSB is expected to reach net capex levels of
around BRL7.6 million BRL125 million and BRL183 million during
2011, 2012, and 2013, respectively. With the carry out of its
capex plan, the company is scheduling to add approximately 18,000,
28,000, and 15,000 of new GLA during 2011, 2012, and 2013,
respectively.  GSB is expected to reach EBITDA levels of
approximately BRL95 million and BRL130 million during 2011 and
2012, respectively.

High Leverage:

GSB's leverage is high and is expected to decrease by the end of
2013 as the company's capex plan completion should result in
important increase in its cash flow generation, measured by
EBITDA.  By the end of June 2011, the company's gross leverage,
measured by total debt to EBITDA ratio, was 7.1 times (x)
reflecting its LTM June 2011 EBITDA of BRL88 million and total
debt -- by the end of June 2011 -- of BRL627 million.  By the end
of June 2011, the company's total debt was BRL627 million, and it
was composed of perpetual bonds (BRL383 millions), Real Estate
Credit Notes (BRL222 million) and loans with local banks and
others (BRL22 million).  The company's gross and net leverage, as
measured by total debt/EBITDA and total net debt/EBITDA ratios,
respectively, were 4.7 times (x) and 7.1 times (x) by the end of
June 2011.  The ratings incorporate the expectation that the
company will manage its gross leverage in the 8.0x to 6.0x range
during 2011-13 period.

Adequate Liquidity and Sizable Unencumbered Assets:

The company rebuilt its cash position during 2010-2011 period,
reaching cash position of BRL215 million by the end of June 2011.
GSB is expected to maintain adequate liquidity with cash levels
above BRL180 million during the next 18 months ended in December
2012.  The company's FCF is expected to be negative during 2011
and 2012, driven primarily by capex levels.  Considering the
company's good liquidity position, negative FCF are not expected
to result in material incremental debt.

The company reduced secured debt during 2011 and currently
maintains a good level of unencumbered assets; by the end of June
2011 approximately 43% of the company's owned GLA (83 thousand m2)
supports its secured debt of BRL222 million.  The company
maintains approximately 110 thousand m2 available and free of any
lien that it could use in the future to access liquidity.


GLEN ROSE: Incurs $14.6 Million Net Loss in Fiscal 2011
-------------------------------------------------------
Glen Rose Petroleum Corporation reported its financial results for
the fiscal year ended March 31, 2011.

Oil sales during the 2011 fiscal year were $1,103,227.  This is an
increase of $978,412 or approximately 784%, as compared to sales
of $124,815 during the 2010 fiscal year.  The Company sold 19,966
gross barrels of oil during the FYE March 31, 2011 versus 3,398
gross barrels of oil during the FYE March 31, 2010.  Recent
volatility in crude oil prices has caused substantial variations
in unit prices and the Company's revenues may vary considerably
base on crude oil unit prices.

During the audit process for the fiscal year ended 2011, it was
determined that the accounting treatment for certain financing and
equity-based transactions from the previous year (the 2010 Fiscal
Year) and the resulting non-cash charges in the fair value of
associated warrant and derivative liabilities needed to be
restated.  As a consequence, both the 2011 Fiscal Year and
restated 2010 Fiscal Year have included these non-cash charges
relating to the changes in the fair value of the warrant and
derivative liabilities.

Total operating expenses for the 2011 Fiscal Year were $5,392,547.
This is an increase of $3,052,559 or approximately 130%, as
compared to restated operating expenses of $2,339,988 for the 2010
Fiscal Year.  The increase in operating expenses for the 2011
Fiscal Year was directly related to the increased production in
the 2011 Fiscal year.  The Company increased its production from
under an average of 5 gross barrels of oil per day during FYE
March 31, 2010, to an average of approximately 100 gross barrels
of oil per day in October 2010, which eventually settled back to
approximately 40-50 net barrels of oil per day as of March 31,
2011.

The Company's net loss for the 2011 Fiscal Year was $14,662,555,
as compared to a restated net loss of $12,176,826 for the 2010
Fiscal Year.  The net loss for the restated 2010 Fiscal Year and
the increase in net loss for the 2011 Fiscal Year was affected
significantly by the non-cash charges related to changes in fair
value for certain warrant liabilities and other derivative
securities, which added non-cash charges of $8,731,562 for the
2011 Fiscal Year compared to non-cash charges of $6,931,936 for
the restated 2010 Fiscal Year, or an increase of $1,799,626.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/ey9Lln

                          About Glen Rose

Glen Rose Petroleum Corporation presently is focused on the
development of on-shore U.S. oil and gas assets.  Glen Rose has
five leases covering 10,500 gross acres in the Wardlaw Field and
5,400 gross acres in the Adamson Field, both located in Edwards
County, TX.


GREYSTONE PHARMACEUTICALS: Templeton Files Competing Reorg Plan
---------------------------------------------------------------
Templeton Pharmaceuticals, Inc. and the Official Committee of
Unsecured Creditors filed a joint plan of reorganization and
disclosure statement for Greystone Pharmaceuticals, Inc., dated
Sept. 23, 2011.

Templeton is a creditor of the Debtor.  The Templeton Plan is a
comprehensive proposal that provides for the transfer of the
Greystone Patents, the 3M Claims, and other assets of the Debtor
to Templeton in exchange for a cash contribution of approximately
$3,000,000 as well as future payments to the Debtor's creditors
based on future sales of products subject to the Greystone
Patents.

Templeton is expected to obtain financing from Medallion
Templeton, LLC, or another financial sponsor of approximately
$4,000,000, which will be used to implement the Plan.

The Plan also provides for the appointment of a Liquidation Agent
to pursue causes of action, other than the 3M Claims, for the
benefit of the Debtor's creditors.

The Plan classifies Claims and Interests against the Debtor:

  * Class 1 Priority Claims will be paid in full in cash no later
    than 6 months after the Effective Date.

  * Class 2 Secured Lender Claims will be satisfied by payment to
    Lender on the Effective Date of $1,300,000.

  * At Templeton's option, Class 3 Other Secured Claims (i) may
    retain all liens on its Claim until the Claim is fully paid;
    (ii) may be deemed unimpaired; (iii) may be paid in cash in
    full without delay; or (iv) may have its securing collateral
    abandoned by Templeton.

  * Class 4 Claims of Junior Secured Creditors and Class 5
    General Unsecured Claims will be satisfied through Royalty
    Payments and a percentage of Net Cash received from (i) the
    3M Claims, and (ii) any other Causes of Action.  Class 4
    claims are estimated to total $2,000,000, while Class 5
    Claims are estimated to total $18,000,000.

  * Class 6 Equity Holders will not receive any distribution
    under the Plan.

A full-text copy of the Templeton Disclosure Statement is
available for free at:

        http://bankrupt.com/misc/GREYSTONE_DSSept23.PDF

Counsel for Templeton are:

          Craig V. Gabbert, Jr.
          Glenn B. Rose
          315 Deaderick Street, Suite 1800
          Nashville, Tennessee 37238
          Tel. No.: (615) 256-0500
          Email Add: cvg@h3gm.com
                     gbr@h3gm.com

The Court is set to convene a hearing on Nov. 8, 2011, to consider
Templeton's proposed Plan.

As reported in the May 18, 2011, edition of the Troubled Company
Reporter, Greystone submitted to the U.S. Bankruptcy Court for the
Western District of Tennessee an amended Disclosure Statement
explaining its Chapter 11 Plan of Reorganization as prepared by
its founder and CEO, Greg P. Pilant.  The Amended Plan
contemplates that secured creditors will be paid in installments
with interest of 10% to 12% from net income until the claims are
paid in full, with final payment to be made in 2011 or 2012.
General unsecured claims, aggregating $18 million to $19.5
million, will be paid quarterly starting on 2014 and will be
paid in full by 2020.  Holders of equity interests will retain
their ownership interest but will not receive any distributions
until creditors are paid in full.  A full-text copy of the
Greystone Disclosure Statement is available for free at:

  http://bankrupt.com/misc/GREYSTONEPHARMACEUTICALS_DS419.pdf

               About Greystone Pharmaceuticals, Inc.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn.  Case No. 09-32236) on
Nov. 2, 2009.  Kevin Crumbo has been appointed as Chapter 11
trustee in the Debtor's case.  Butler, Snow, O'Mara, Stevens &
Cannada PLLC serves as the trustee's counsel.  David J. Cocke,
Esq., at Evans Petree PC, in Memphis, Tenn., represents the
Unsecured Creditors' Committee as counsel.  In its schedules, the
Debtor disclosed $25,467,546 in assets, and $22,601,150 in
liabilities as of the Petition Date.


GRUBB & ELLIS: C-III Investments Discloses 4.9% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, C-III Investments LLC and its affiliates disclosed
that they beneficially own 5,384,785 shares of common stock of
Grubb & Ellis Company representing 4.99% of the Shares
Outstanding.  The calculation of percentage ownership is based on
69,818,327 Shares outstanding as of Aug. 10, 2011, as disclosed in
the Company's Form 10-Q filed on Aug. 15, 2011.  A full-text copy
of the Schedule 13D is available for free at http://is.gd/IvNxRC

                     About Grubb & Ellis Company

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of
the largest and most respected commercial real estate services and
investment companies in the world. Our 5,200 professionals in more
than 100 company-owned and affiliate offices draw from a unique
platform of real estate services, practice groups and investment
products to deliver comprehensive, integrated solutions to real
estate owners, tenants and investors.  The firm's transaction,
management, consulting and investment services are supported by
highly regarded proprietary market research and extensive local
expertise.  Through its investment management business, the
company is a leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed
$263.50 million in total assets, $264.48 million in total
liabilities, $95.87 million in preferred stock, and a
$96.85 million total deficit.


GRUBB & ELLIS: Obtains $10-Mil. Term Loan from C-III Investments
----------------------------------------------------------------
As previously disclosed, each of Grubb & Ellis Company and its
wholly-owned subsidiary, Grubb & Ellis Management Services, Inc.,
entered into the second amendment increasing from $18 million to
$28 million the size of its senior secured term loan facility
previously entered into by and among the Company, GEMS, ColFin GNE
Loan Funding, LLC, and the several lenders from time to time party
thereto, pursuant to which C-III Investments LLC agreed to become
a lender under the Credit Facility and to provide an additional
$10 million term loan under the existing terms and conditions of
the Credit Facility, as amended by Credit Facility Amendment
No. 2.

The funding of the Incremental Term Loan was subject to customary
closing terms and conditions, all of which were subsequently
satisfied.  On Oct. 21, 2011, the closing occurred with respect to
the amended Credit Facility, pursuant to which the Company
received the $10 million Incremental Term Loan less transaction
costs.

                     About Grubb & Ellis Company

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of
the largest and most respected commercial real estate services and
investment companies in the world. Our 5,200 professionals in more
than 100 company-owned and affiliate offices draw from a unique
platform of real estate services, practice groups and investment
products to deliver comprehensive, integrated solutions to real
estate owners, tenants and investors.  The firm's transaction,
management, consulting and investment services are supported by
highly regarded proprietary market research and extensive local
expertise.  Through its investment management business, the
company is a leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed
$263.50 million in total assets, $264.48 million in total
liabilities, $95.87 million in preferred stock, and a
$96.85 million total deficit.


HARRISBURG, PA: Mayor Asks Judge for Authority to Pay Bills
-----------------------------------------------------------
More than two weeks into Harrisburg's controversial Chapter 9
bankruptcy case, Mayor Linda Thompson made an official court
request for the authority to continue paying the city's bills -- a
move aimed at easing worries among small companies that do
businesses with Pennsylvania's capital city, Dow Jones' DBR Small
Cap reports.

The mayor, who has argued that it was illegal for the city council
to drag the state capital into a Chapter 9 proceeding, asked a
bankruptcy court Thursday to allow the city to pay prepetition
claims of employees and other creditors, Eric Hornbeck at
Bankruptcy Law360 reports.

                       About Harrisburg, PA

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

Four members of the City Council of Harrisburg on Oct. 11, 2011,
authorized the filing of a Chapter 9 bankruptcy petition (Bankr.
M.D. Pa. Case No. 11-06938) by the City of Harrisburg.  Judge Mary
D. France presides over the case.  Mark D. Schwartz, Esq. --
markschwartz6814@gmail.com -- and David A. Gradwohl, Esq., serve
as counsel.  The petition estimated $100 million to $500 million
in assets and debts.  Susan Wilson, the city's chairperson on
Budget and Finance, signed the petition.

The city council voted 4-3 on Oct. 11, 2011, to authorize the
Chapter 9 municipal bankruptcy filing. The city claims to be
insolvent, unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

The city said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

Harrisburg Mayor Linda D. Thompson and the state of Pennsylvania
have objected to the bankruptcy filing.  Mayor Thompson is
represented in the case by Kenneth W. Lee, Esq., Christopher E.
Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner,
Esq., at Tucker Arensberg, P.C.  Counsel to the Commonwealth of
Pennsylvania are Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric
L. Scherling, Esq., at Cozen O'Connor.


HAWKER BEECHCRAFT: Bank Debt Trades at 27% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 73.25 cents-on-
the-dollar during the week ended Friday, Oct. 28, 2011, an
increase of 1.89 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014, and carries Moody's Caa2 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 105 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.  The Company's balance sheet at June 30, 2011, showed
$3.01 billion in total assets, $3.33 billion in total liabilities,
and a $317.30 million deficit.

Hawker Beechcraft reported a net loss of $304.3 million on
$2.80 billion of total sales for 12 months ended Dec. 31, 2010.
Net loss in 2009 and 2008 was $451.3 million and $157.2 million,
respectively.  The Company reported a net loss of $126 million on
$1.14 billion of total sales for the six months ended June 30,
2011, compared with a net loss of $120 million on $1.20 billion of
total sales for the six months ended June 27, 2010.

To reduce the cost of operations, in October 2010, the Company
announced it would implement a cost reduction and productivity
program.  The first part of the program consisted of the immediate
termination of approximately 8% of salaried employees while the
second part involves reducing the Company's factory and shop work
forces by approximately 800 employees by end of August 2011.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HERCULES OFFSHORE: Files Fleet Status Report as of Oct. 26
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.coma report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of Oct. 26, 2011),
which contains information for each of the Company's drilling
rigs, including contract dayrate and duration.  The Fleet Status
Report also includes the Hercules Offshore Liftboat Fleet Status
Report, which contains information by liftboat class for September
2011, including revenue per day and operating days.  The Fleet
Status Report is available for free at http://is.gd/0SPnQY

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $134.59 million on $657.48
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $91.73 million on $742.85 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $2.09 billion
in total assets, $1.14 billion in total liabilities, and
$944.48 million in stockholders' equity.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HERCULES OFFSHORE: Incurs $17 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
Hercules Offshore, Inc., reported a net loss of $16.99 million on
$162.99 million of revenue for the three months ended Sept. 30,
2011, compared with a net loss of $15.06 million on
$157.61 million of revenue for the same period during the prior
year.

The Company also reported a net loss of $54.64 million on
$492.57 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $50 million on $460.06 million
of revenue for the same period a year ago.

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.05 billion in total assets, $1.12 billion in total liabilities
and $928.65 million stockholders' equity.

John T. Rynd, chief executive officer and president of Hercules
Offshore stated, "Activity levels in the U.S. Gulf of Mexico Shelf
are on the rise, as operators increasingly focus on liquids rich
drilling opportunities.  Concurrently, several jackup rigs have
departed for international opportunities, resulting in a tight
environment for rig availability in the region.  Hercules Offshore
has been the primary beneficiary of the improving fundamental
trends in the shallow water U.S. Gulf of Mexico, which have
accelerated during the third quarter.  Average dayrates in our
Domestic Offshore segment have increased by nearly $10,000 per day
over the past year, with leading edge rates suggesting further
upside for our domestic jackup fleet."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/GMepR3

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HERITAGE CONSOLIDATED: Stipulation on Cash Use Expires Today
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a stipulation extending Heritage Consolidated, LLC, et
al.'s use of cash collateral until Oct. 31, 2011.

The Committee is represented by:

         Brian A. Kilmer, Esq.
         J. Meritt Crosby
         OKIN ADAMS & KILMER LLP
         3102 Maple Avenue, Suite 240
         Dallas, TX 75201
         Tel: (214) 800-2390
         Fax: (888) 865-2118
         E-mail: bkilmer@oakllp.com
                 mcrosby@oakllp.com

                   About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The Debtors tapped Malouf & Nockels LLP's as special counsel;
Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM
LLP as special bankruptcy counsel to HSC; and Bridge Associates,
LLC, as financial advisor and designate Scott Pinsonnault as
interim chief restructuring officer.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases of Heritage
Consolidated LLC and its debtor-affiliates.


HILLSIDE VALLEY: Court Dismisses Chapter 11 Case
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has dismissed the Chapter 11 case of Hillside Valley, L.P.

Hillside Valley is ordered to pay $650, plus applicable interest,
in any, representing the actual or minimum amount of the accrued
but unpaid fees to the United States trustee pursuant to 28 U.S.C.
Section 1930(a)(6), as amended.

As reported in the TCR on Sept. 29, 2011, Roberta A. Deangelis,
the U.S. Trustee for Region 3, asked the Bankruptcy Court to
dismiss, or convert the Debtor's Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code.

The U.S. Trustee related that on Sept. 6, 2011, the Court entered
orders:

   -- granting relief from stay to the Debtor's primary creditor
   allowing to proceed with the exercise of its rights on the
   Debtor's property; and

   -- denying the Debtor's request for approval of certain actions
   pertaining to possible refinancing or take out financing.

According to the U.S. Trustee, the Debtor is (i) unable to obtain
confirmation of a plan of reorganization; (ii) incapable of and
has also failed to remain current with the filing of the required
monthly operating reports; (iii)  incapable of and may have also
failed to remain current with its postpetition financial
obligations including, but not necessarily limited to the fees due
and owing.

                   About Hillside Valley, L.P.

Watchung, New Jersey-based Hillside Valley, L.P., has developed a
200 unit, 200,000 sq. ft., 10 building luxury apartment complex
located at 301-359 River Rd, Allentown, Pennsylvania.  The complex
is approximately 80% completed.  Approximately 13 apartments have
been rented.  One building is completed and four more are
substantially completed with the remaining five buildings in
various stages of completion.

The Company filed for Chapter 11 protection (Bankr. E.D. Penn.
Case No. 11-21689) on June 23, 2011.  Bankruptcy Judge Richard E.
Fehling presides over the case.  Douglas J. Smillie, Esq., at
Fitzpatrick Lentz & Bubba, P.C., represents the Debtor as counsel.
The Debtor estimated assets and debts at $10 million to
$50 million.

A state-court appointed receiver has been maintained in place to
collect rents, and otherwise fulfill the obligations of the
receiver pursuant to the state court order appointing said
receiver, as modified by Stipulation and Order entered in the
Bankruptcy Court.


HIT ENTERTAINMENT: Moody's Says 'Caa1' Likely to Be Withdrawn
-------------------------------------------------------------
Moody's Investors Service said that the announcement that Mattel,
Inc (Baa1 senior unsecured) agreed to acquire Hit Entertainment
Inc. ("Hit") will likely cause the withdrawal of Hit's Caa1
corporate family rating, Caa2 probability of default rating,
negative outlook, and existing debt instrument ratings. Moody's
expects all of Hit's rated debt to be repaid upon close of the
acquisition, and therefore will withdraw all Hit ratings at that
time in accordance with Moody's withdrawal policies. Hit's rated
debt consists of approximately $375 million of B2 rated first lien
debt and $175 million of Caa3 rated second lien debt.

Hit's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Hit's core industry and
believes Hit's ratings are comparable to those of other issuers
with similar credit risk.

With offices in London, England and New York, Hit Entertainment,
Inc. is involved in the creation, production and international
exploitation (via television, video, publishing, licensing and
live events) of properties (including Bob the Builder, Thomas the
Tank Engine, and Barney) catering to pre-school children.


HOLDINGS OF EVANS: Hearing on Cash Collateral Use Set for Nov. 3
----------------------------------------------------------------
Holdings of Evans, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Georgia for authorization to use cash
collateral of 2010-1 SFG Venture, LLC, consisting of cash
deposited in the Debtor's checking account of $20,526 as of the
Petition Date, the cash generated from the postpetition collection
of prepetition receivables, and postpetition rents.

The hearing on the motion is currently scheduled for Nov. 3, 2011,
at 11:00 a.m.

SFG asserts a security interest in assets of the Debtor by virtue
of an assignment from the FDIC as receiver for Silverton Bank,
N.A., as assignee of Specialty Finance Group, LLC.

The Debtor proposes as adequate protection in exchange for its use
of cash collateral that SFG will retain its pre-petition liens to
the same extent and priority that existed pre-petition, and that
the Debtor will begin making adequate protection payments as
provided in the Interim Order.

SFG, on Oct. 20, 2011, asked the Bankruptcy Court to enter an
order compelling the Debtor to immediately cease using cash
collateral, and for Debtor to sequester and account for all cash
collateral.

SFG asserts that it is owed at least $5,281,992 as of the Petition
Date, exclusive of accruing interest, fees, costs, and other
charges.

SFG tells the Court that it has repeatedly requested that the
Debtor provide an accounting regarding its unauthorized use of
Cash Collateral, but as of the date of its motion, SFG has not
received an accounting of the Debtor's use of cash collateral.

SFG says that the Debtor has failed to file any monthly operating
reports that are required by the United States Trustee's Office.
SFG also has significant concerns regarding the risk inherent in
the Debtor's continued and unauthorized use of Cash Collateral
with no budget, oversight, or meaningful financial reporting for
such an extended period of time.

Finally, the 2011 real property taxes on the Debtor's real
property are now due and owing to Athens Clarke-County.

                     About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, owns improved real property located at 156 Classic Road in
Athens, Georgia and is engaged in the business of operating a
hotel commonly known as Candlewood Suites.  The Company filed for
Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-11756) on
Sept. 2, 2011.  Judge Susan D. Barrett presides over the case.
Todd Boudreaux, Esq., at Shepard, Plunkett, Hamilton & Boudreaux,
LLP, in Evans, Ga., serves as the Debtor's counsel.  The petition
was signed by GB Sharma, managing member.

In its amended schedules, the Debtor disclosed $11,115,538 in
assets and $6,784,463 in liabilities as of the petition date.

Sean C. Kulka, Esq., Michael F. Holbein, Esq., and Noel J.
Bartels, Esq., at Arnall Golder Gregory LLP, in Atlanta, Ga.,
represent secured creditor 2010-1 SFG Venture LLC as counsel.


HORIZON LINES: To Discontinue Trans-Pacific FSX Service
-------------------------------------------------------
Horizon Lines, Inc., will discontinue its Five Star Express trans-
Pacific container shipping service between the U.S. West Coast,
Guam and China.

Horizon is implementing an orderly transition plan, beginning
Oct. 31, 2011, and will work aggressively to mitigate any supply
chain disruptions for its customers.  Discontinuation of the FSX
Guam and China services will have no impact on the Company's
domestic ocean services in Alaska, Hawaii, or Puerto Rico.

"This has been a very difficult decision in light of the
tremendous contributions from our associates, and our organized
labor and vendor partners, who have worked so hard to make the FSX
service a success," said Stephen H. Fraser, president and chief
executive officer.  "Our decision to exit this highly volatile
market will allow Horizon to focus on our core domestic ocean
shipping services, and provide the opportunity to produce a more
profitable and stable financial performance over time."?

The last voyage of the FSX service from China is scheduled to
depart Shanghai on Nov. 2, 2011.  Horizon Lines also will suspend
ocean services to Guam and surrounding islands effective with the
last sailing from the U.S. West Coast on Nov. 10, 2011.

The company expects to cease all operations related to the FSX
service during the fourth quarter and does not expect to have
significant continuing involvement in the operations after the
termination.  Therefore, the Company will classify the FSX service
as discontinued operations and as a result, expects to record a
pretax restructuring charge of between $105 million and $110
million in fiscal fourth quarter 2011.  The charge includes
estimated costs to return excess rolling stock equipment, facility
closures, severance, and vessel charter expense, net of estimated
sub-charter income.  Losses associated with the FSX service
produced a negative adjusted EBITDA impact of approximately $43.7
million for the nine months ended September 25, 2011, with
additional losses expected through the end of the year.

Following their last voyages, the five Hunter-Class D-8 vessels
operating in the FSX service are currently planned to be laid up,
after dry-docking of the remaining four vessels.  The vessels are
leased from Ship Finance International Limited through 2018 to
2019.  Horizon Lines is exploring sub-chartering the vessels and
other solutions to partially mitigate ongoing charter expense and
maintenance costs.

Horizon Lines launched the FSX service in December 2010, following
expiration of a long-term space charter agreement with Maersk
Line.  The FSX service offers rapid eastbound transit between
Ningbo and Shanghai in China and Los Angeles and Oakland on the
U.S. West Coast.  The westbound leg of the FSX service provides
transit between the U.S. West Coast, Guam, Micronesia and the
Northern Mariana Islands.

Since early in the year, the FSX service met volume and vessel
utilization expectations, winning cargo from customers attracted
to the schedule reliability, rapid ocean transit and seamless
intermodal rail links to inland U.S. cities.  However, the
Shanghai Container Freight Index cites eastbound freight rates
from China to the United States have fallen more than 37% in the
past 12 months, from $2,400 per 40-foot container in October 2010
to approximately $1,500 in October of this year, the lowest level
since the worldwide recession of 2008-2009.  At the same time, the
average price of bunker fuel has climbed more than 40% since the
launch of the service.

"We do not expect any measurable improvements in fuel prices, the
freight-rate environment or in this tradelane for the foreseeable
future," said Brian Taylor, Executive Vice President and Chief
Operating Officer.  "Growing capacity continues to outpace demand
and the forecast for 2012 calls for more of the same."

In Guam, the expected growth in cargo driven by infrastructure
improvements associated with the military redeployment from
Okinawa has been further delayed due to the budget crises in Japan
and the U.S., as well as revised Japanese priorities in the wake
of the earthquake and tsunami earlier this year.  This has made
the Guam trade no longer financially viable for Horizon Lines,
without an eastbound return voyage from China.

"Given current market conditions and foreseeable future
expectations, discontinuing the FSX service is the appropriate
decision for the company," said Mr. Taylor.  "It will allow us to
focus all of our resources on serving customers in the very solid
domestic ocean markets in Alaska, Hawaii and Puerto Rico."

                        About Horizon Lines

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

The Company's balance sheet at June 26, 2011, showed
$794.96 million in total assets, $793.45 million in total
liabilities, and a stockholders' deficit of $1.51 million.

The Company expects to experience a covenant breach under the
Senior Credit Facility in connection with the amended financial
covenants upon the close of the third fiscal quarter of 2011.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt Horizon
Lines' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 26, 2010.  The
independent auditors noted that there is uncertainty that Horizon
Lines will remain in compliance with certain debt covenants
throughout 2011 and will be able to cure the acceleration clause
contained in the convertible notes.

                          *     *     *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


HOVNANIAN ENTERPRISES: S&P Gives 'CC' Rating on Sr. Sec. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'CC'
rating to K. Hovnanian Enterprises Inc.'s proposed new senior
secured notes due 2021. "We also assigned a preliminary '5'
recovery rating to the proposed notes, which assumes a modest
(10%-30%) recovery in the event of payment default. The notes will
be guaranteed by Hovnanian Enterprises Inc., K. Hovnanian's
parent," S&P related.

The issue-level rating is based on the assumption that the company
will issue the maximum amount contemplated in the debt exchange
offer that Hovnanian is currently in the process of. Through the
debt exchange offer, the company would issue a maximum of $195
million or $220 million of new 5% and 2% senior secured notes in
exchange for certain of its senior unsecured notes with maturities
ranging from 2014 to 2017. The exchange offer expires at midnight
on Oct. 29, 2011, unless extended. "We may revisit the rating on
the new senior secured notes depending on the outcome of the
issuance. In the event the company issues a lesser amount, the
highest rating we would assign is a 'CCC-', based on an expected
corporate credit rating of 'CCC-' following the completion of the
exchange offer," S&P said.

"On Oct. 5, 2011, Standard & Poor's lowered its corporate credit
rating on Hovnanian to 'CC' following the announcement of the debt
exchange offer, which we view as a distressed exchange under our
criteria. Upon completion of the exchange, we will lower the
corporate credit rating to 'SD' (selective default). We would then
expect to raise them to 'CCC-'," S&P related.

The rating on Hovnanian reflects the company's highly leveraged
financial risk profile, a less-than-adequate liquidity position,
and very weak credit metrics. The company has a significant
overhead and interest burden, and given the slow housing recovery,
a return to profitability is unlikely until at least 2013.

Ratings List

Hovnanian Enterprises Inc.
Corporate credit rating             CC/Negative/--

Rating Assigned
K. Hovnanian Enterprises Inc.
Sr. secured notes                   CC (prelim)
Recovery rating                     5 (prelim)


HUDSON HEALTHCARE: Court OKs Sale of All Assets to Bayonne Owner
----------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey authorized Hudson Healthcare, Inc., to sell
substantially all of its assets outside the ordinary course of
business, to HUMC Holdco, LLC, and HUMC Opco, LLC.

HUMC Holdco is a private group that also owns Bayonne Medical
Center.


The Court also authorized the Debtor to:

   1. assume and assign certain of its executory contracts and
   unexpired leases;

   2. sell "designation rights" in connection with certain of its
   executory contracts and unexpired leases;

   3. reject all executory contracts and unexpired leases that are
   not assumed or designated;

   4. reject collective bargaining agreements.

The Court also approved a global settlement by and among the City
of Hoboken, the Hoboken Municipal Hospital Authority, HUMC, and
the Official Committee of Unsecured Creditors.

The agreement provides for, among other things:

   -- the City not to seek or accept any distribution with respect
to the City Claim in the amount of $903,638 and the Parking
Utility Claim in the amount of $1,007,740.  As additional
consideration for their inclusion among the Covered Parties, the
City and the Parking Utility will be delivering the Parking
Agreement with the Parking Concessions (in a form mutually
acceptable between the City and the Parking Utility, on the one
hand, and the Purchaser, on the other), which the purchaser has
required as one of the conditions precedent to closing on the
sale; and

   -- the purchaser to provide additional consideration beyond
that contained in the Debtor APA, including but not limited to the
payment of $600,000 in cash and up to $4,000,000 through the
Backstop, the purchaser to provide consideration under the Debtor
APA, including but not limited to the payment of cash and the
assumption of certain executory contracts that will relieve the
Debtor of significant obligations.

The Debtor is also authorized to assume (to the extent executory)
and assign any Designated Contract from the Closing Date until the
date that is the later of (120) days after the Closing Date or
Jan. 31, 2012.

The Debtor's time to assume or reject the Designated Real Property
Leases is extended until Feb. 27, 2012.

A full-text copy of the sale order is available for free at
http://bankrupt.com/misc/HUDSONHEALTHCARE_sale_order.pdf

                      About Hudson Healthcare

Hudson Healthcare Inc. is the nonprofit operator of Hoboken
University Medical Center in Hoboken, New Jersey.

Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J.
Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets
and debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Attorneys at Trenk, Dipasquale, Webster, et al., serve as counsel
to the Debtor.  Daniel McMurray, the patient care ombudsman, has
tapped Neubert, Pepe & Monteith P.C. as his counsel effective Aug.
25, 2011.  The Official Committee of Unsecured Creditors of Hudson
Healthcare has retained Sills Cummis & Gross P.C. as its counsel,
nunc pro tunc to Aug. 12, 2011.


HUGHES TELEMATICS: Amends Form S-1, Registers 16MM Common Shares
----------------------------------------------------------------
HUGHES Telematics, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No. 1 to Form S-1
registration statement relating to the offer for sale by the
existing holders of the Company's common stock of 16,036,770
shares of common stock, par value $0.0001 per share.

The shares of common stock were previously issued to Plase HT,
LLC, Cyrus Opportunities Master Fund II, Ltd., Hughes
Communications, Inc., et al., upon consummation of a merger of
Hughes Telematics, Inc., or "OLD HTI" with and into a wholly owned
direct subsidiary of Polaris Acquisition Corp., with Old HTI as
the surviving corporation, and the subsequent merger of Old HTI
with and into Polaris, with Polaris as the surviving corporation.
In connection with the Merger, Polaris changed its name from
"Polaris Acquisition Corp." to "HUGHES Telematics, Inc."

The shares of common stock previously issued to the selling
security holders in connection with the Merger were initially
registered by the Company on a Registration Statement on Form S-1
which was declared effective by the SEC on Aug. 11, 2009.  This
Post-Effective Amendment No. 1 was filed to convert the
Registration Statement on Form S-1 to a Registration Statement on
Form S-3 and to reduce the number of shares of common stock
covered by the Registration Statement on Form S-1 to reflect sales
which have previously occurred under the Registration Statement on
Form S-1 and the removal of certain selling security holders from
the prospectus.

The Company's common stock is currently traded on the Over-the-
Counter Bulletin Board, commonly known as the OTC Bulletin Board,
under the symbol "HUTC."  As of Oct. 25, 2011, the closing sale
price of the Company's common stock was $4.75 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/6123aV

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company reported a net loss of $89.56 million on
$40.34 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $163.66 million on $33.04 million of
total revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed $100.55
million in total assets, $195.45 million in total liabilities and
a $94.89 million total stockholders' deficit.

As of June 30, 2011, the Company had cash, cash equivalents and
short-term investments of approximately $15.7 million and
restricted cash of approximately $1.3 million which secures
outstanding letters of credit.  Of the Company's consolidated
cash, cash equivalents and short-term investments, approximately
$5.7 million is held by the Company's Lifecomm subsidiary for use
in that business.  As a result of the Company's historical net
losses and the Company's limited capital resources,
PricewaterhouseCoopers LLP's report on the Company's financial
statements as of and for the year ended Dec. 31, 2010, includes an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


HUGHES TELEMATICS: Files Post-Effective Amendment to Form S-1
-------------------------------------------------------------
HUGHES Telematics, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No.1 to Form S-1
registration statement relating to the offer for sale by the
existing holders of the Company's common stock and warrants of
5,568,744 shares of common stock, par value $0.0001 per share,
4,500,000 warrants to purchase shares of common stock and
4,500,000 shares of common stock issuable upon exercise of the
warrants.

The Amendment relates solely to the shares of common stock and
warrants to purchase shares of common stock that were previously
issued to PAR Investment Partners, L.P., Quissett Investors
(Bermuda) L.P., Byron Business Ventures XX, LLC, et. al., in a
private placement completed on Dec. 28, 2009, and to the Company's
initial stockholders pursuant to the Company's agreement with
them.  The shares of common stock and warrants to purchase shares
of common stock were initially registered by the registrant on a
Registration Statement on Form S-1 which was declared effective by
the SEC on April 16, 2010.  This Amendment was filed to convert
the Registration Statement on Form S-1 to a Registration Statement
on Form S-3 and to reduce the number of shares of common stock
covered by the Registration Statement to reflect sales which have
previously occurred under the Registration Statement on Form S-1.

The Company's common stock is currently traded on the Over-the-
Counter Bulletin Board, commonly known as the OTC Bulletin Board,
under the symbol "HUTC."  As of Oct. 25, 2011, the closing sale
price of the Company's common stock was $4.75 per share.  The
Company does not intend to apply for listing of the warrants
offered by the prospectus on any securities exchange.

A full-text copy of the amended prospectus is available for free
at http://is.gd/8zd3TG

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

The Company reported a net loss of $89.56 million on
$40.34 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $163.66 million on $33.04 million of
total revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed $100.55
million in total assets, $195.45 million in total liabilities and
a $94.89 million total stockholders' deficit.

As of June 30, 2011, the Company had cash, cash equivalents and
short-term investments of approximately $15.7 million and
restricted cash of approximately $1.3 million which secures
outstanding letters of credit.  Of the Company's consolidated
cash, cash equivalents and short-term investments, approximately
$5.7 million is held by the Company's Lifecomm subsidiary for use
in that business.  As a result of the Company's historical net
losses and the Company's limited capital resources,
PricewaterhouseCoopers LLP's report on the Company's financial
statements as of and for the year ended Dec. 31, 2010, includes an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


HUSSEY COPPER: Wants to Give Bonuses in Connection With Sale
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Hussey Copper Corp. is
seeking to give as much as $2.7 million in employee bonuses under
an incentive plan that hinges on the success of its sale process.

As reported in the Troubled Company Reporter on Oct. 27, 2011,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
said that Hussey Copper Corp. will hold an auction on Nov. 14 to
learn whether there is a better bid than the $88.7 million
contract with Kataman Metals LLC.  Other bids are due Nov. 11. The
hearing for approval of the sale will take place Nov. 16 under
sale procedures approved Oct. 21 by the U.S. Bankruptcy Court in
Delaware.  The auction will take place on the schedule Hussey
originally proposed.

                         About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington, serves as counsel.


INTERLINE BRANDS: Moody's Affirms 'B1' CFR; Outlook Positive
------------------------------------------------------------
Moody's Investors Service revised the outlook for Interline
Brands, Inc. ("Interline") to positive from stable and affirmed
all of the company's existing ratings, including the B1 corporate
family and probability of default ratings and the B2 rating for
the company's 7.0% senior subordinated notes due in 2018.

The following rating actions were taken:

- B1 Corporate Family Rating affirmed

- B1 Probability of Default Rating affirmed

- B2 (LGD4, 68%) rating on $300 million senior subordinated notes
  due 2018 affirmed

RATINGS RATIONALE

The change in rating outlook to positive from stable considers
Interline's recurring revenue stream and strong cash flow
generation through the recession, as well as expectations for
operating margin improvement. The company's exposure to the multi-
family housing sector and to large institutional facilities will
continue providing top-line stability as demand for maintenance,
repair and operations (MRO) products is fairly protected from the
cyclicality that has hurt other sectors in recent years. In
addition, the company will see increasing benefits from the steady
decline in U.S. apartment vacancy rates.

Interline is expanding its geographic footprint and growing market
share through acquisitions, which will continue to support the
company's stable performance during this prolonged downturn.
Although the company has experienced some margin compression
following the purchase of two businesses in the last 12 months,
this is not a significant concern as Interline has a proven track
record of successful acquisition integration. Coupled with
facility closures and consolidations and other business
rationalization efforts, Moody's expects Interline to eventually
emerge from the current downturn with a lower cost structure and
improved operating margins. However, Moody's acknowledges that
companies acquired in the future will likely have lower margins
than Interline's, which will result in slight temporary declines
in consolidated operating performance.

The B1 corporate family rating takes into consideration
Interline's healthy operating margins, manageable debt leverage
and strong interest coverage. It also reflects the company's good
liquidity profile, which is supported by significant free cash
flow generation, a sizeable, undrawn revolver and sufficient cash
on hand to meet operating requirements. The company has a diverse,
nationwide customer base with demand driven by various end markets
that are either largely recession-proof or are showing early signs
of a recovery, providing further stability. However, the rating is
constrained by Interline's small size compared to its much larger,
global competitors in the MRO space and the company's reliance on
growth via acquisition in order to gain market share.

The company may experience positive ratings movement if it is able
to achieve and maintain double-digit EBITA margin and debt-to-
EBITDA below 3.5x, which is attainable given the Interline's
stability through the recession. Also, EBITA-to-interest expense
sustained above 3.0x could result in positive ratings movement
(all ratios reflect Moody's standard accounting adjustments). In
addition, an upgrade could result from demonstrating the ability
to extract greater value from its acquisitions through improved
organic sales growth rates.

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

The rating or outlook may come under pressure if the company's
liquidity profile or operating performance deteriorates such that
EBITA margin remains in the mid-single digits. Also, the rating or
outlook could be revised downward if Interline pursues debt-
financed acquisitions of lower margin businesses and is unable to
improve their operating performance, resulting in debt-to-EBITDA
sustained above 5.0x or EBITA-to-interest expense below 2.5x (all
ratios reflect Moody's standard accounting adjustments).

Interline Brands, Inc., headquartered in Jacksonville, FL, is a
national distributor and direct marketer of maintenance, repair
and operations ("MRO") products. Revenues for the twelve months
ended July 1, 2011 totaled approximately $1.2 billion.


IRVINE SENSORS: Safran SA Discloses 49.1% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Safran SA and its affiliates disclosed that they
beneficially own 55,831,216 shares of common stock of Irvine
Sensors Corporation representing 49.1% of the shares outstanding
based on 113,705,932 shares of Common Stock issued and outstanding
as of Oct. 3, 2011.  A full-text copy of the filing is available
for free at http://is.gd/4uVL4A

                       About Irvine Sensors

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

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of Oct. 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended Oct. 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended Sept. 27, 2009.


ISTAR FINANCIAL: Incurs $54.6 Million Net Loss in Third Quarter
---------------------------------------------------------------
iStar Financial Inc. reported a net loss of $54.66 million on
$97.36 million of total revenues for the three months ended
Sept. 30, 2011, compared with a net loss of $74.63 million on
$133.29 million of total revenues for the same period during the
prior year.

The Company also reported net income of $3.22 million on
$336.30 million of total revenues for the nine months ended
Sept. 30, 2011, compared with net income of $139.07 million on
$434.92 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$7.75 billion in total assets, $6.14 billion in total liabilities
and $1.60 billion in total equity.

"We have built a strong relationship with Oak Hill over the past
six years and will continue to share ideas regarding the corporate
credit and real estate finance markets," said Jay Sugarman,
iStar's chairman and chief executive officer.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/ErmrtO

                        About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

                           *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


J. CREW: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 93.45 cents-on-the-
dollar during the week ended Friday, Oct. 28, 2011, an increase of
3.70 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 10, 2018, and
carries Moody's 'B1' rating and Standard & Poor's 'B' rating.  The
loan is one of the biggest gainers and losers among 105 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                          About J. Crew

J. Crew -- http://www.jcrew.com/-- is a nationally recognized
apparel and accessories retailer that differentiates itself
through high standards of quality, style, design and fabrics with
consistent fits and authentic details.  J. Crew is an integrated
multi-channel, multi-brand specialty retailer that operates stores
and websites to consistently communicate with its customers.  The
Company designs, markets and sells its products, including those
under the J. Crew, crewcuts and Madewell brands, offering complete
assortments of women's, men's and children's apparel and
accessories.  Its customer base consists primarily of affluent,
college educated, professional and fashion-conscious women and
men.  In 2011, J. Crew expanded its international e-commerce to
include shipping to the United Kingdom, while continuing to ship
anywhere in the U.S., Canada and Japan.

For the year ended Jan. 29, 2011, J. Crew reported net income of
$121.5 million on total revenues of $1.72 billion compared with
net income of $123.4 million on total revenues of $1.58 billion in
2010.

As of Jan. 29, 2011, the Company's balance sheet showed $860.2
million in total assets, $349.0 million in total liabilities and
$511.1 million in total stockholders' equity.


J.C. EVANS: First State Reserves Rights to Object to Surety Liens
-----------------------------------------------------------------
First State Bank Central Texas filed with the U.S. Bankruptcy
Court for the Western District of Texas its objection to Liberty
Mutual Insurance Company and Safeco Insurance Company of America
Lien Claims in the assets of JCE Delaware, Inc., et al.

First State relates that on Sept. 21, 2011, the Court entered a
final order authorizing the Debtors to use cash collateral and to
incur debt.  The Final DIP Order provided certain protections and
set certain procedures applicable to the Bank well as Surety.

First State notes that the objection is filed to preserve the
rights of First State Bank to object to the validity, priority,
and enforceability of the lien claims asserted by the Surety
including, without limitation, reservation of the following:

   a. First State Bank objects to any security interest or lien
that is not expressly set forth in a timely and properly recorded
document including, without limitation, a proper UCC filing and
Deed of Trust, that is required to be filed to perfect such lien
or claim under applicable state or federal law;

   b. First State Bank objects to the Surety's liens to the extent
they identify the incorrect Debtors, are filed against the wrong
Debtor entity, do not sufficiently describe collateral, or do not
otherwise comply with applicable law; and

   c. Nothing herein waives any rights of First State Bank to
object to the amount of any claim of the Surety including, without
limitation, the extent of any applicable security interest or
lien.

First State is represented by:

         HALEY & OLSON, P.C.
         Shad Robinson, Esq.
         Blake Rasner, Esq.
         510 North Valley Mills Drive, Suite 600
         Waco, TX 76710
         Tel: (254) 776-3336
         Fax: (254) 776-6823
         E-mail: srobinson@haleyolson.com
                 brasner@haleyolson.com

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Tittle Advisory Group, Inc., will provide
financial advisory services.  Butler Burgher Group LLC will
provide real estate appraisal services with regard to the
valuation of the Debtors' headquarters and warehouse properties,
consisting of 28 acres near Leander, Texas.  In its petition, JC
Evans disclosed $51,543,030 in assets and $74,203,554 in
liabilities as of the Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.
Neither a trustee nor an examiner has been requested or appointed
in the cases.


J.C. EVANS: Withdraws Motion to Approve Stalking Horse Offer
------------------------------------------------------------
JCE Delaware, Inc., et al., notified the U.S. Bankruptcy Court for
the Western District of Texas of their withdrawal of a motion to
approve contingent stalking horse offer regarding the proposed
auction of their quarry assets.

The Debtors and APAC-Texas, Inc., have been unable to agree on the
terms of a definitive asset purchase agreement.

Previously, the Official Committee of Unsecured Creditors objected
to the Stalking Horse Bid because it fails to allocate the
purchase price to specific assets.  The Committee related that the
Bid must be allocated to specific assets of the Debtors so that
(i) it is clear that First State Bank is only bidding on
encumbered assets and not unencumbered assets; and (ii) the
Debtors can better ascertain the value of certain components of
the Quarry Assets so as to maximize the value of the Debtors'
estate and entertain various offers on the different components of
the Quarry Assets.

The Committee continued that First State Bank sought to credit bid
on the Debtors' Quarry Assets.  FSB alleged to have a first lien
on "most of the Debtors' assets" including first liens on the
Adkins Quarry consisting of real property of 500 acres, the Pierce
Quarry consisting of 75 acres, well as alleged liens on the
Debtors' equipment and stone inventory.  As the Debtors and the
Committee have previously asserted, FSB does not have valid liens
on all of the Quarry Assets.  Specifically, FSB does not have a
lien on the certain quarry-related, certificated equipment, a 5-
acre tract that is a part of the Adkins Quarry, and the option to
purchase a 100-acre tract of real property that is adjacent to the
Adkins Quarry.

The salient financial terms of the stalking horse offer included:

1. The APAC offer contemplates the purchase of, among other
things:

   i. The two quarry sites (Adkins and Pierce), together with all
   improvements thereon and any related easements and rights of
   way.

  ii. The option contract to purchase approximately 100 acres
   adjacent to the Adkins Quarry.

iii. Personal property and equipment located on the quarry sites
   and used in connection with the quarry operations.

2. The APAC purchase price is a formula consisting of a base
amount of $13,350,000 and an adjustment for the value of inventory
on site as of closing to the extent such value exceeds $2,406,915.

3. The APAC offer requires the Debtors to pay the costs of curing
any existing defaults under the leases and contracts to be assumed
by APAC.  The Debtors estimate the cure costs to be approximately
$572,000.

4. The APAC proposal contains a breakup fee of up to 2.9% of
the base bid amount or approximately $380,000 (before adjustments)
to reimburse it for its expenses and fees in connection with the
bid and sale process incurred postpetition.

The Committee is represented by:

         GARDERE WYNNE SEWELL LLP
         Richard M. Roberson, Esq.
         1601 Elm Street, Suite 3000
         Dallas, TX 75201
         Tel: (214) 999-3000
         Fax: (214) 999-3955
         E-mail: rroberson@gardere.com

                  and

         John P. Melko (TX 13919600)
         1000 Louisiana, Suite 3400
         Houston, TX 77002-5011
         Tel: (713) 276-5500
         Fax: (713) 276-5555
         E-mail: jmelko@gardere.com

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Tittle Advisory Group, Inc., will provide
financial advisory services.  Butler Burgher Group LLC will
provide real estate appraisal services with regard to the
valuation of the Debtors' headquarters and warehouse properties,
consisting of 28 acres near Leander, Texas.  In its petition, JC
Evans disclosed $51,543,030 in assets and $74,203,554 in
liabilities as of the Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.
Neither a trustee nor an examiner has been requested or appointed
in the cases.


J.C. EVANS: Committee Has OK for Gardere Wynne as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of JCE Delaware, Inc. and its Debtor affiliates
to retain Gardere Wynne Sewell LLP as counsel effective as of
August 25, 2011.

Gardere Wynne's primary team on this particular engagement are:

     John Melko                       $520/hour
     Richard Roberson                 $520/hour
     Amy Dinn                         $420/hour
     Clinton Snow                     $300/hour

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Tittle Advisory Group, Inc., will provide
financial advisory services.  Butler Burgher Group LLC will
provide real estate appraisal services with regard to the
valuation of the Debtors' headquarters and warehouse properties,
consisting of 28 acres near Leander, Texas.  In its petition, JC
Evans disclosed $51,543,030 in assets and $74,203,554 in
liabilities as of the Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.
Neither a trustee nor an examiner has been requested or appointed
in the cases.


JER/JAMESON MEZZ: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: JER/Jameson Mezz Borrower I LLC
        4770 S. Atlanta Road, Suite 200
        Smyrna, GA 30080

Bankruptcy Case No.: 11-13392

Chapter 11 Petition Date: October 25, 2011

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

Judge: Mary F. Walrath

Debtor's Counsel: Laura Davis Jones, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: ljones@pszjlaw.com

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

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

The Company?s list of its largest unsecured creditors does not
contain any entry.

The petition was signed by James L. Gregory, vice president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
JER/Jameson Mezz Borrower I LLC       11-13338            10/18/11


KEELEY AND GRABANSKI: Trustee Can Hire Kaler Doeling as Counsel
---------------------------------------------------------------
Judge Thad J. Collins of the U.S. Bankruptcy Court for the
District of North Dakota granted Kip M. Kaler, Chapter 11 trustee
of Keeley and Grabanski Land Partnership, authority to employ
Kaler Doeling Law Office as counsel.

The firm will represent or assist the trustee in carrying out his
duties to:

  -- represent the bankruptcy estate in two adversaries
     previously commenced; one against Louie Slominski to
     avoid a fraudulently entered lease and the second is
     to determine the estate's interest and principal's
     interest in certain irrigation equipment.

  -- represent the bankruptcy estate in preparing the
     necessary documents for the estate to sell the real
     estate anticipated to occur sometime in the future.

The firm will be paid based on a rate of $200 per hour plus all
out of pocket expenses.

The firm can be reached at:

         KALER DOELING LAW OFFICE
         121 Robert Street
         P.O. Box 423
         Fargo, ND 58107

                    About Keeley and Grabanski

Thomas Grabanski, a North Dakota farmer, is mired in three
separate Chapter 11 bankruptcy cases.

Mr. Grabanski and his wife Mari filed a personal Chapter 11
bankruptcy petition (Bankr. D. N.D. Case No. 10-30902) on July 22,
2010.  DeWayne Johnston, Esq., at Johnston Law Office, represents
the Grabanskis in their Chapter 11 case.  The Grabanskis estimated
assets between $1 million and $10 million, and debts between $10
million and $50 million.

On July 23, 2010, Mr. Grabanski signed a Chapter 11 petition for
Grabanski Grain LLC (Bankr. D. N.D. Case No. 10-30924).  DeWayne
Johnston, Esq., also represents Grabanski Grain.  The Debtor is
estimated to have assets and debts of $1,000,001 to $10,000,000.

Former owners in December 2010 forced the partnership Keeley &
Grabanski Land Partnership in Texas into Chapter 11.  John and
Dawn Keely, the former owners, filed an involuntary Chapter 11
bankruptcy petition against the partnership (Bankr. D. N.D. Case
No. 10-31482) on Dec. 6, 2010.  Kenneth Corey-Edstrom, Esq., at
Larkin Hoffman Daly & Lindgren Ltd., represents the petitioner.

Keeley & Grabanski Land Partnership in Texas -- since 2009 doing
business as Grabanski Land Partnership -- was formed in 2007 for
Texas farming operations between farmers Thomas Grabanski and John
Keeley of Grafton, N.D., and their wives.  K&G Land, along with a
separate farming partnership, operated more than 10,000 acres of
corn and sunflowers from 2007 to 2009 in two locations in Texas
near the towns of Blossom and DeKalb.

In separate, related lawsuits, the Grabanskis face several
"adversarial" lawsuits, filed by certain creditors.  The creditors
who filed suits include Crops Production Services Corp., AgCountry
Farm Credit Services, and PHI Financial.


KOOSHAREM CORP: S&P Withdraws 'CC' Corp. Credit Rating at Request
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings on
Koosharem Corp., including the 'CC' corporate credit rating, at
the company's request. "The rating outlook prior to the withdrawal
was negative, reflecting our view that the company either could
default over the near term, or conduct some form of distressed
debt exchange," S&P related.


KOREA TECHNOLOGY: R&W Corp.-Led Auction Set for Nov. 2
------------------------------------------------------
Korea Technology Industry America, Inc., sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Utah to conduct a sale by auction of the Debtors' assets pursuant
to the Bidding Procedures.

Rutter and Wilbanks Corporation (R&W) is the stalking horse bidder
identified under the bidding procedures.  The Assets are
anticipated to be sold in a single sale to a single purchaser but,
if appropriate, could be sold in parts to several purchasers.

After negotiations with several potential purchasers prior to the
filing of these Chapter 11 cases, the Debtors determined that
distributing the proposed purchase agreement with R&W to
interested parties under the bidding procedures represents the
best opportunity for the Debtors to maximize the value of their
assets and serves as the best available platform for conducting an
auction to seek higher and/or better offers.  The Stalking Horse
Agreement contemplates the sale of substantially all of the
Debtors' assets subject to higher and/or better bids.

Under the bidding procedures, an Initial Bid must be submitted on
or before Nov. 1, 2011 at 12:00 p.m. (Mountain Time) and in the
event Qualified Bids are received, an auction of the Debtors'
assets will be held on Nov. 2, 2011 at 12:00 noon (Mountain Time)
at the offices of Durham Jones & Pinegar, 111 E. Broadway, 9th
Floor, Salt Lake City, Utah.

At the Auction, Qualified Bidders may submit successive bids in
increments of at least $100,000 greater than the prior bid for the
purchase of the assets.

If the Sellers do not receive any Qualified Bids other than the
R&W bid, the Auction will be cancelled and the Debtors will
promptly proceed to seek entry of the appropriate orders approving
the sale to R&W pursuant to the terms and conditions set forth in
the Stalking Horse Agreement.

Judge R. Kimbal Mosier orders that the Stalking Horse Purchaser
will have the right to an Expense Reimbursement payable by the
Successful Bidder.  The amount of the Expense Reimbursement to
Rutter & Wilbanks, if payable, will be the lesser of (1) $400,000
or (2) documented out of pocket costs actually, reasonably and
necessarily incurred by the Stalking Horse Purchaser in
evaluating, negotiating, and prosecuting the Stalking Horse
Agreement and the Sale.

The Sale Hearing will be held on Nov. 3, 2011, at 10:00 a.m.
(Mountain Time), before the Hon. R. Kimball Mosier in the U.S.
Bankruptcy Court for the District of Utah, 350 South Main Street,
Salt Lake City, Utah 84101, to consider the issuance and entry of
an order approving the Sale of the Assets of the Debtors free and
clear of all Liens.

Given the Debtors' current lack of liquidity, the Debtors believe
that a prompt sale process is the best way to maximize the value
of the estates' assets for the benefit of their estates, creditors
and other stakeholders.  The Debtors cannot reasonably sustain a
postpetition sale period that extends beyond the times proposed.
The Debtors have limited cash resources and do not have additional
investors willing to invest additional funds.  The funding
available under the DIP Facility is limited.  The Debtors believe
that the value of the Debtors' Assets and, therefore, the
consummation of the Sale or any alternative transaction will be
seriously jeopardized unless the Debtors can begin the sale
process contemplated herein as expeditiously as possible.

A copy of the Bidding Procedures is available for free at:

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

                     About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of Seoul-
based Korea Technology Industry Co. that tried to squeeze crude
oil from Utah's sandy ridges.  Korea Technology Industry America,
Uintah Basin Resources LLC, and Crown Asphalt Ridge L.L.C., filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Utah Case Nos.
11-32259, 11-32261, and 11-32264) on Aug. 22, 2011.  The cases are
jointly administered under KTIA's case.  Steven J. McCardell,
Esq., and Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar,
in Salt Lake City, serve as the Debtors' counsel.  The Debtors
listed US$35,246,360 in assets and US$38,751,528 in debts.


KH FUNDING: Taps Allegiance and Sails as Real Estate Brokers
------------------------------------------------------------
KH Funding Company asks the U.S. Bankruptcy Court for the District
of Maryland for authority to employ Allegiance Realty Partners,
d/b/a REMAX Allegiance and RE/MAX Sails, Inc., as listing agents
and real estate brokers.

Re/MAX Allegiance is the listing broker for 1487 Morris Road, SE,
Washington, DC 20032 (Morris Street Property).  The Morris Street
Property is owned by the Debtor. As the listing broker for the
Debtor, RE/MAX Allegiance showed the property over 80 times and
was able to procure a purchaser for the Morris Street Property.
If the sale closes, it is anticipated that the Debtor will receive
proceeds in the approximate amount of $113,900.  The contract for
the sale of the Morris Street Property provides for a 5 percent
commission to be split between the Debtor's broker, Ressie Wallace
Wilson of RE/MAX Allegiance and the Buyer's broker, Ardella Powell
of Long & Foster Real Estate, Inc.

RE/MAX Sails is the listing broker for 2400 Fleet Street,
Baltimore, Maryland (Fleet Street Property).  As the listing
broker for the Debtor, RE/MAX Sails showed the Fleet Street
Property 68 times and was able to procure a buyer for the Fleet
Street Property.  The listing agreement for the Fleet Street
Property provides for a five and one-half (5.0%) percent
commission to be split between the Debtor's broker, Chris Cooke of
RE/MAX Sails and the Buyer's broker, Powell of Long & Foster Real
Estate, Inc.

The Debtor required the services of RE/MAX Allegiance and RE/MAX
Sails to market the Morris Road Property and the Fleet Street
Property.

The Debtor believes that RE/MAX Allegiance and RE/MAX Sails are
highly qualified as listing agents and real estate brokers in the
Mid-Atlantic region and have significant expertise in the sale of
the type of properties owned by the Debtor.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq., at Gordon Feinblatt
Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers
at McGuireWoods LLP as co-counsel.  The Committee has tapped BDO
Consulting, a division of BDO USA, LLP, as its financial advisor.


KV PHARMACEUTICAL: Has Work to Do to Find Financial Footing
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that KV Pharmaceutical
has made strides in recent quarters to address regulatory issues
and chart a new path to growth, but it cannot breathe a sigh of
relief just yet, analysts and investors say.  It must, among other
things, ensure sales of a recently launched drug take off so it
has enough cash to meet financial obligations in early 2012 and
2013, they said, according to the report.

                 About KV Pharmaceutical Company

KV 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.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at Dec. 31, 2010, showed
$296.21 million in total assets, $529.66 million in total
liabilities, and a $233.45 million shareholders' deficit.

There is substantial doubt about the Company's ability to continue
as a going concern.  The report of the Company's independent
registered public accountants BDO USA, LLP, included in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, includes an explanatory paragraph related to the
Company's ability to continue as a going concern.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


LE-NATURE'S INC: Former Consultant Gets 10 Years for Fraud
----------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that U.S. District
Judge Alan N. Bloch of federal court in Pittsburgh on Thursday
sentenced a consultant involved in Le-Nature's Inc.'s $668 million
accounting fraud to 10 years in prison.

According to Law360, Judge Bloch sentenced Andrew Murin, 55, to
the maximum prison term, rejecting the defendant's plea that he
was not intimately involved in the scheme.  Mr. Murin pled guilty
to one count of bank, wire and mail fraud in June, reversing an
earlier not guilty plea.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

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.  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.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are 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, represent
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, represent 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, represent 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 represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LEHMAN BROTHERS: Has Deal for Purchase of Aceso Stock from LBI
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and the trustee liquidating its
brokerage have filed a joint motion to approve a deal which calls
for the purchase by the company of Aceso Holdings Inc.'s stock
from the brokerage.

The deal, if approved, would allow LBHI to obtain control of the
health care trust owned by Aceso Holdings, a subsidiary of the
Lehman brokerage.  The trust was established to qualify as a
voluntary employees' beneficiary association.

The VEBA is a health care trust that was intended to qualify as a
voluntary employees' beneficiary association.  In September 2008,
LBI formed Aceso Holdings, and LBHI transferred $125 million in
cash to LBI, $95 million of which was used to fund the VEBA.

Under the deal, LBHI will purchase the brokerage's 100 shares of
Aceso Holdings for an aggregate price of $1,885.  The company and
the trustee also agreed to settle their dispute over the
ownership of and claims related to the VEBA.

LBHI intends to use the VEBA funds remaining after an amount has
been set aside to reimburse LBHI for its payments described above
for the medical costs and benefits of the Debtors' current
employees and premiums of retirees under the Aetna Policy and
COBRA premiums for former employees on long term disability under
the Group Health Plan and any costs associated with the
administration of the VEBA.

Once ownership of Aceso is transferred to LBHI, the latter will
administer the VEBA for the payment of employee claims and former
employees on disability and retiree health costs under the so-
called Group Access-only Program.  Currently, the VEBA has
approximately $37 million in funds remaining.

The VEBA is expected to continue to fund retiree premiums under
the Aetna Policy and COBRA premiums for former long term
disability employees under the Group Benefits Plan simultaneously
with the payment of current employees' claims under the Group
Benefits Plan until the excess funds are exhausted or Aetna
discontinues the Group Access-only Program or the COBRA
continuation period expires.

The deal is formalized in a 7-page agreement, a copy of which is
available for free at http://bankrupt.com/misc/LBHI_AcesoDeal.pdf

Judge James peck will hold a hearing on November 16, 2011, to
consider approval of the agreement.  The deadline for filing
objections is November 9, 2011.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: PIMCO Opposes TBA Claims Determination
-------------------------------------------------------
Pacific Investment Management Company LLC has asked Judge James
Peck to deny the motion of Lehman Brothers Inc.'s trustee to
confirm that so-called "TBA claims" are not customer claims.

The claims stemmed from unperformed contracts for the future
purchase or sale of "to be announced" debt obligations of U.S.
government-sponsored agencies that issue or guarantee mortgage-
backed securities.

PIMCO's lawyer, Anthony Candido, Esq., at Clifford Chance US LLP,
in New York, described the trustee's move as unlawful.

Mr. Candido criticized in particular the trustee's argument that
PIMCO's customers do not have a claim on account of securities
received, acquired or held by LBI because the transactions they
entered into had not settled before the brokerage was put into
liquidation.

The lawyer pointed out that the trustee's argument is contrary to
Securities Investors Protection Act which provides protection for
unsettled transactions.

Mr. Candido also criticized the trustee's argument that the SIPA
requires some "fiduciary relationship" as a condition to customer
status.

"There is no such requirement in the statute.  All that is
required is a broker-dealer relationship, which is not a
fiduciary relationship in the normal course," he said, adding
that LBI was acting as broker-dealer with respect to the
securities transactions that the PIMCO customers entered into.

Several other creditors also opposed the trustee's motion,
arguing that their claims are entitled to customer status.

The opposing creditors are Rogge Global Partners PLC, Morgan
Stanley Investment Management Inc., The International Bank for
Reconstruction and Development, BlackRock Financial Management
Inc., Galliard Capital Management Inc., Duquesne Capital
Management LLC, Moore Capital Management LP and The Walt Disney
Company.

Meanwhile, the administrators of Lehman Brothers International
(Europe), the largest of Lehman Brothers Holdings Inc.'s foreign
affiliates, filed court papers requesting that any decision on
the trustee's motion won't prejudice the company's rights, claims
or defenses.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: Has Deal Abandoning Claim in UPM Receiver Funds
----------------------------------------------------------------
On May 15, 2007, Judge Lee Sinclair of the Stark County (Ohio)
Court of Common Pleas appointed Thomas E. Pratt as receiver for
United Petroleum Marketing LLC.  The Appointment Order was
occasioned, in part, by a default by Amin Mohammed, the sole
member of UPM, on a commercial loan from Lehman Brothers Holdings
Inc. for $8,600,000.  The State Court subsequently approved the
terms of Mr. Pratt's employment as receiver and authorizing him
to retain BBP Partners, LLC, and Schottenstein, Zox and Dunn Co.,
LPA, to assist in the administration of UPM.

The Receiver -- Mr. Pratt, BBP and Schottenstein -- assumed
control of UPM's assets and subsequently liquidated the assets
through an auction.  The Receiver asserts that it allocated a
portion of the proceeds of the Auction to the fees and expenses
of the receivership, retained approximately $45,000 to cover
outstanding receivership costs like real estate taxes, and
returned the balance to UPM's creditors as required by Ohio law,
including a payment of approximately $8,000,000 to LBHI.  As the
senior secured creditor of UPM, LBHI may have an interest in the
Remaining Receivership Funds.

Following the Debtors' Petition Date, Mr. Pratt and BBP were
named as defendants in two cases filed in the Cuyahoga County
(Ohio) Court of Common Pleas, which related to certain actions
they had taken in their capacity as Receiver of UPM's assets.
The Receiver asserts claims for reimbursement of amounts incurred
in connection with the Cuyahoga Action from the Remaining
Receivership Funds.

In light of this, LBHI and the Receiver entered into a
stipulation and order, which provides that each of Mr. Pratt, BBP
and Schottenstein, on behalf of themselves and for their agents,
attorneys, and employees, waives and releases all claims or
causes of action it or they may have against LBHI.  In return,
LBHI will be deemed to have disclaimed and abandoned any interest
that it may have in the Remaining Receivership Funds.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: Has Deal for HSBC's Return of EUR100 Million
-------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained approval of its
stipulation with HSBC Bank Plc.  The agreement provides for
HSBC's return of EUR100 million, or US$131.7 million, to LBHI.

The new funds coming to Lehman are in addition to EUR70 million
received in August 2009, Bloomberg News noted.  Before
bankruptcy, Lehman maintained several accounts at the bank to
provide security for overdrafts or debit balances that Lehman
affiliates might have in their customer accounts, Bloomberg
related.  In August 2009, HSBC gave back a EUR70 million excess.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: Rosslyn LB Commences Suit vs. USREO/Rosslyn
------------------------------------------------------------
USREO/Rosslyn Investors LLC is facing a lawsuit over the
termination of a real estate deal it entered into with Lehman
Brothers Holdings Inc.'s subsidiary.

Rosslyn LB Syndication Partner LLC, a Lehman subsidiary, filed
the lawsuit before a bankruptcy court in New York after USREO
allegedly pulled out of their $1.257 billion deal two days before
it was scheduled to close.

The deal, which was approved by Judge James Peck on August 17,
2011, called for the sale of Rosslyn LB's stake in a joint
venture to USREO, an affiliate of Goldman Sachs & Co.

Rosslyn LB holds a 78.5% stake in the joint venture, which owns
10 office buildings in Virginia.

USREO terminated the deal after the tenants, including Boeing and
Northrop Grumman, provided leasing documents that do not comply
with the requirements of the deal.  Rosslyn LB also allegedly
failed to satisfy certain conditions to closing the sale,
according to a 15-page complaint filed by Rosslyn LB's lawyer.

"Defendant's breach relieved plaintiff from the obligation to
satisfy any of the alleged unsatisfied conditions," said William
Maher, Esq., at Wollmuth Maher & Deutsch LLP, in New York --
wmaher@wmd-law.com

Rosslyn LB seeks payment of $100 million in damages, according to
the complaint.

LBHI teamed with Monday Properties to buy the properties in 2007
for more than $1.2 billion.  Last year, they agreed to put up an
extra $263 million in equity to retire expiring debt on the
portfolio.

Warren Dahlstrom, president of investment services at Colliers
International, said the withdrawal puts the properties in a
difficult spot, according to an October 9, 2011 report by
Washington Post.

"Monday is kind of left in the kind of unenviable position of the
only child in a divorce," Washington Post quoted him as saying.
"It's really noisy and you're going to end up with one side or
the other, but you don't really have a vote."

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: Proposes to Form Director Selection Committee
--------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval to form a
committee that would decide on the composition of its initial
board of directors.

The company's proposed Chapter 11 plan requires that members of
its initial board of directors be selected by what it calls
"directors selection committee" following the effective date of
the plan.  It is part of the settlement LBHI entered into, which
helped it gain support for the plan from unsecured creditors
asserting over $140 billion of claims.

The committee will be comprised of nine initial members including
Lehman Brothers Bankhaus AG's administrator Dr. Michael Frege,
and LBHI's president John Suckow.

The seven other members are Lehman Brothers Treasury Co. B.V.'s
trustee Rutger Schimmelpenninck, Julie Becker of Wilmington Trust
N.A., Noel Purcell of Mizuho Corporate Bank Ltd., Thomas Tormey
of Goldman Sachs & Co., Christian Wyatt of Fir Tree Partners,
Michael DeMichele of The Baupost Group LLC, and Robert Ryan of
Elliott Management.

The members, who must be appointed by a bankruptcy judge, would
serve in the committee until the effective date of the proposed
plan.

In connection with the formation of the committee, LBHI also
seeks court approval to employ Korn/Ferry International as the
committee's executive search advisors.

KFI, an executive search firm that specializes in helping
companies find senior-level management, will be paid $550,000 for
its services and will be reimbursed up to $66,000 for its
expenses.

Judge James Peck will hold a hearing on November 16, 2011, to
consider approval of the request.  The deadline for filing
objections is November 9, 2011.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: Has Deal for Purchase of Aceso Stock from LBI
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and the trustee liquidating its
brokerage have filed a joint motion to approve a deal which calls
for the purchase by the company of Aceso Holdings Inc.'s stock
from the brokerage.

The deal, if approved, would allow LBHI to obtain control of the
health care trust owned by Aceso Holdings, a subsidiary of the
Lehman brokerage.  The trust was established to qualify as a
voluntary employees' beneficiary association.

The VEBA is a health care trust that was intended to qualify as a
voluntary employees' beneficiary association.  In September 2008,
LBI formed Aceso Holdings, and LBHI transferred $125 million in
cash to LBI, $95 million of which was used to fund the VEBA.

Under the deal, LBHI will purchase the brokerage's 100 shares of
Aceso Holdings for an aggregate price of $1,885.  The company and
the trustee also agreed to settle their dispute over the
ownership of and claims related to the VEBA.

LBHI intends to use the VEBA funds remaining after an amount has
been set aside to reimburse LBHI for its payments described above
for the medical costs and benefits of the Debtors' current
employees and premiums of retirees under the Aetna Policy and
COBRA premiums for former employees on long term disability under
the Group Health Plan and any costs associated with the
administration of the VEBA.

Once ownership of Aceso is transferred to LBHI, the latter will
administer the VEBA for the payment of employee claims and former
employees on disability and retiree health costs under the so-
called Group Access-only Program.  Currently, the VEBA has
approximately $37 million in funds remaining.

The VEBA is expected to continue to fund retiree premiums under
the Aetna Policy and COBRA premiums for former long term
disability employees under the Group Benefits Plan simultaneously
with the payment of current employees' claims under the Group
Benefits Plan until the excess funds are exhausted or Aetna
discontinues the Group Access-only Program or the COBRA
continuation period expires.

The deal is formalized in a 7-page agreement, a copy of which is
available for free at http://bankrupt.com/misc/LBHI_AcesoDeal.pdf

Judge James peck will hold a hearing on November 16, 2011, to
consider approval of the agreement.  The deadline for filing
objections is November 9, 2011.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LIBBEY INC: Reports $7.1 Million Net Income in Third Quarter
------------------------------------------------------------
Libbey Inc. reported net income of $7.12 million on
$207.24 million of net sales for the three months ended Sept. 30,
2011, compared with net income of $2.34 million on $200 million of
net sales for the same period during the prior year.

The Company also reported net income of $21.53 million on
$602.27 million of net sales for the nine months ended Sept. 30,
2011, compared with net income of $67.32 million on
$576.94 million of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$788.32 million in total assets, $733.68 million in total
liabilities and $54.64 million in total shareholders' equity.

Stephanie A. Streeter, chief executive officer, said, "We were
pleased with the overall sales improvements we saw, especially in
China in the Glass Operations segment in the third quarter.  We
were also encouraged by the improved performance of the U.S. and
Canadian retail and foodservice channels of distribution.  We are
especially proud of our adjusted EBITDA results of $33.1 million;
a $5.0 million improvement over the third quarter of 2010, and our
working capital reductions over the past twelve months.  These
improvements signal we continue to make progress towards our goal
of improving our profitability and cash flow so that we can better
align our capital structure over time."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/95foXC

                        About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

                           *     *     *

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.

As reported by the TCR on Aug. 9, 2011, Standard & Poor's Ratings
Services raised its corporate and senior secured debt ratings on
Toledo, Ohio-based Libbey Inc. to 'B+' from 'B'.  The rating
outlook is stable.  "The upgrade and stable outlook reflect our
belief that Libbey will sustain its improved profitability and
credit measures and maintain its adequate liquidity position,"
said Standard & Poor's credit analyst Rick Joy.


LYONDELL CHEMICAL: Insurer Fights D&O Coverage in Buyout Suit
-------------------------------------------------------------
Bibeka Shrestha at Bankruptcy Law360 reports that American
Casualty Co. sued Lyondell Chemical Co.'s former directors and
officers on Tuesday, seeking to avoid covering them against claims
in New York bankruptcy court that they violated fiduciary duties
by approving Basell AF SCA's buyout of Lyondell.

In a complaint filed in New York state court, the insurer argues
it was not obligated to indemnify the former Lyondell executives
in an adversarial proceeding brought by Lyondell's litigation
trust.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


M WAIKIKI: Seeks OK to Hire XRoads Solutions as Financial Advisors
------------------------------------------------------------------
M Waikiki, LLC seeks permission from the United States Bankruptcy
Court for the District of Hawaii to employ XRoads Solutions Group,
LLC and XRoads Case Management Services, LLC, as its financial and
restructuring advisor, nunc pro tunc to Oct. 2, 2011.

XRoads will provide restructuring services, including:

   a. review and analyze the business, operations, liquidity
      situation, assets and liabilities, financial condition
      and prospects of M Waikiki;

   b. assist the Debtor with the development of multi-year
      financial projections under various operating scenarios;

   c. analyze the Debtor's debt service quality and long-term
      financing needs; and

   d. perform valuation analyses under various assumptions
      (e.g. going-concern, liquidation, etc.) with respect
      to some and/or all of M Waikiki's operations/assets.

The firm's hourly rates for restructuring services are:

   Personnel                                    Rates
   ---------                                    -----
   Principals and managing directors            $525
   Directors                                    $485
   Senior Consultants                        $385 to $450
   Consultants                               $325 to $350
   Associates                                $155 to $200
   Paraprofessionals/Clerical Data Entry        $150

XRoads will provide bankruptcy administrative services, including:

   a. prepare and provide data in connection with M Waikiki's
      Schedule of Assets and Liabilities and Statement of
      Financial Affairs, Creditor Mailing Matrix and Notice
      List, and the United States Trustee 7 Day package;

   b. preparation of Monthly Operating Reports pursuant to
      United States Trustees Region 15 reporting requirements;

   c. provide temporary staff to process claims as necessary;
      and

   d. maintain and update the master mailing lists of credtiors.

The firm's hourly rates for bankruptcy administrative Services
are:

   Personnel                                    Rates
   ---------                                    -----
   Clerical - data entry                      $40 to $60
   Project Specialist                            $90
   Programming and Technical Support            $125
   Consultant                                   $175
   Senior Consultant                            $225
   Senior Managing Consultant/Case Manager      $280
   Principal                                    $520

The Debtor will also pay XRoads a retainer fee of $200,000.

Neither XRoads nor the XRoads professionals (a) has any present
connection with Debtors, Debtors' creditors, or other parties-in-
interest or (b) holds or represents any interest adverse to the
Estate.  XRoads and the XRoads professionals thus are
disinterested within the meaning of 11 U.S.C. Sec 101(14) of the
Bankruptcy Code.  Neither XRoads nor the XRoad professionals have
any connection with the United States Trustee or any persons
employed in the office of the United States Trustee.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.  The Debtor estimated $100 million to $500 million in
both assets and debts.

Modern Management is represented by Christopher J. Muzzi, Esq., at
Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MCDONALD BROTHERS: Hires Lewis DeBernard as Realtor
---------------------------------------------------
McDonald Brothers, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the Middle District of North Carolina to
employ Lewis DeBernard of New Heritage Realty, Inc., as realtors,
to list, market and sell the Debtor's real property located on
Indiana Ave., Southern Pines, in North Carolina.

The Court authorized the Debtor to compensate the Broker by
payment of a commission payable at closing in the event of an
approved and consummated sale of the subject real property.

The Broker represents no other entity in connection with the
Debtor's case, represents or holds no interest adverse to the
interest of the estate with respect to the matters on which the
Broker is to be employed, and is disinterested as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      About McDonald Brothers

McDonald Brothers, Inc., in Southern Pines, North Carolina, is a
building materials and services supplier that has been a family-
owned and operated business since 1885.  It has three business
operations in North Carolina located in the towns of Southern
Pines, Siler City, and West End.  It sells its products and
services throughout the south-central region of North Carolina and
northeastern South Carolina.  Over the past few years, its
business has declined as a result of the depressed real estate
market and the recession.

McDonald Brothers filed for Chapter 11 bankruptcy (Bankr. M.D.N.C.
Case No. 11-81363) on Aug. 22, 2011.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, in Chapel
Hill, N.C., serve as the Debtor's counsel.  The Debtor scheduled
$10,540,708 in assets and $10,132,635 in debts.  The petition was
signed by Angus A. McDonald, Jr., president.


MCDONALD BROTHERS: Files Schedules of Assets & Liabilities
----------------------------------------------------------
McDonald Brothers, Inc., filed with the U.S. Bankruptcy Court for
the Middle District of North Carolina, its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,682,000
  B. Personal Property            $6,858,708
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,415,125
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $175,252
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,547,980
                                 -----------      -----------
        TOTAL                    $10,540,708      $10,138,358

                      About McDonald Brothers

McDonald Brothers, Inc., in Southern Pines, North Carolina, is a
building materials and services supplier that has been a family-
owned and operated business since 1885.  It has three business
operations in North Carolina located in the towns of Southern
Pines, Siler City, and West End.  It sells its products and
services throughout the south-central region of North Carolina and
northeastern South Carolina.  Over the past few years, its
business has declined as a result of the depressed real estate
market and the recession.

McDonald Brothers filed for Chapter 11 bankruptcy (Bankr. M.D.N.C.
Case No. 11-81363) on Aug. 22, 2011.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, in Chapel
Hill, N.C., serve as the Debtor's counsel.  The Debtor scheduled
$10,540,708 in assets and $10,132,635 in debts.  The petition was
signed by Angus A. McDonald, Jr., president.


MEDICURE INC: Common Shares Now Trading on TSX Venture Exchange
---------------------------------------------------------------
Medicure Inc. announced that the TSX Venture Exchange has granted
approval for Medicure to graduate from the NEX, to the TSX Venture
Exchange as a Tier 2 issuer.  Medicure's shares will commence
trading on the TSX Venture Exchange on Monday, Oct. 24, 2011.  The
Company's trading symbol will also change from MPH.H to MPH.

"Graduation onto the TSX Venture Exchange represents a significant
milestone for the Company, and is one that could not have been
accomplished without the successful debt restructuring and related
transactions announced on July 18, 2011," commented Dawson Reimer,
President and COO of Medicure Inc.  "In addition to allowing us to
meet the listing requirements of the TSX Venture Exchange, our
recent developments have provided a renewed basis for us to
advance our US focused, specialty pharmaceutical business."

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

The Company reported a loss and comprehensive loss of C$2.01
million on C$3.62 million of net product sales for the fiscal year
ended May 31, 2011, compared with a loss and comprehensive loss of
C$5.53 million on C$3.31 million of net product sales during the
prior year.

The Company's balance sheet at May 31, 2011, showed C$5.17 million
in total assets, C$32.06 million in total liabilities and a
C$26.89 million shareholders' deficiency.

KPMG LLP, in Winnipeg, Canada, noted that Medicure has experienced
operating losses since incorporation that raises significant doubt
about its ability to continue as a going concern.


MICROVISION INC: Gets NASDAQ Listing Deficiency Notice
------------------------------------------------------
MicroVision, Inc. received a notice on October 26, 2011 from The
NASDAQ Stock Market advising the company that for 30 consecutive
trading days preceding the date of the notice, the bid price of
the company's common stock had closed below the $1.00 per share
minimum required for continued listing on The NASDAQ Global Market
pursuant to NASDAQ's listing requirements.  In accordance with
NASDAQ's listing rules, the company has 180 calendar days, or
until April 23, 2012, to regain compliance with this requirement.
This notification is simply a notice of deficiency, not of
imminent delisting, and has no current effect on the listing or
trading of MicroVision's common stock on The Nasdaq Global Market
at this time.

During the 180-day compliance period, MicroVision can regain
compliance if the bid price of its common stock closes at $1.00 or
higher for a minimum of ten consecutive business days.  If the
company does not regain compliance by April 23, 2012, NASDAQ will
notify the company that its securities are subject to delisting.

The company is monitoring the bid price for its common stock.  The
company continues to execute its business plan and will consider
other actions that it may take in order to regain compliance with
the listing requirements.

                        About MicroVision

MicroVision provides the PicoP(R) display technology platform
designed to enable next-generation display and imaging products
for pico projectors, vehicle displays and wearable displays that
interface with mobile devices.


MONEYGRAM INT'L: Posts $15.8 Million Net Income in 3rd Quarter
--------------------------------------------------------------
MoneyGram International, Inc., reported net income of
$15.83 million on $321.94 million of total revenue for the three
months ended Sept. 30, 2011, compared with net income of
$9.98 million on $292.88 million of total revenue for the same
period a year ago.

The Company also reported net income of $56.28 million on
$925.92 million of total revenue for the nine months ended Sept.
30, 2011, compared with net income of $27.64 million on
$863.28 million of total revenue for the same period during the
previous year.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $5 billion
in total assets, $5.10 billion in total liabilities, and a $108.16
million total stockholders' deficit.

"Across the board, we had a great third quarter.  In spite of
continued global economic challenges we delivered market-leading
transaction and revenue growth," said Pamela H. Patsley, MoneyGram
chairman and chief executive officer.  "MoneyGram is a powerful
brand, and through our focus on consumers, agents and partners we
are intent on creating better value for our shareholders.  The
turn-around of MoneyGram is well on its way."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/189JVM

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MOORE SORRENTO: Employs Shackelford Hawkins as Special Counsel
--------------------------------------------------------------
Moore Sorrento, L.L.C., asks the court for authority to employ
Shackelford Hawkins and Searcy P.C. as special litigation counsel
in connection with a certain pending action styled as TOKA General
Contractors, Ltd. and Moore Sorrento, L.L.C. v. Amerisure Mutual
Insurance Company and WM. Rigg Co., Cause No. 17-230268-08, in the
17th Judicial District Court, Tarrant County, Texas.

Subject to Court approval, SH&S will charge the Debtor for legal
services on an hourly basis in accordance with its ordinary and
customary hourly rates in effect on the date services are
rendered.

Chip N. Searcy, Esq. is the sole attorney at SH&S's Fort Worth,
Texas office and will be the attorney responsible for the
representation of the Debtor.  Mr. Searcy's current hourly rate is
$250.

Mr. Searchy assures the court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.


MOORE SORRENTO: Can Use Wells Fargo Cash Collateral Until Nov. 6
----------------------------------------------------------------
In a third interim order dated Oct. 13, 2011, the U.S. Bankruptcy
Court for the Northern District of Texas granted Moore Sorrento,
LLC, permission to use cash collateral of Wells Fargo Bank, N.A.,
to pay ordinary direct costs of operation in the ordinary course
of the Debtor's business, subject to a budget.

The Debtor's authority to use cash collateral will terminate on
Nov. 6, 2011, at 12:00 a.m., Prevailing Central Time.

To the extent of any diminution in the value of the Wells Fargo
Collateral resulting from the use of cash or the cash collateral,
Wells Fargo is granted a replacement security interest in, and
lien upon the prepetition Wells Fargo Collateral and property
acquired by the Debtor after the Petition Date.

Wells Fargo is also granted a super-priority administrative
expense claim allowable under Sections 503(b) and 507(b) of the
Bankruptcy Code, for any diminution in the value of the Wells
Fargo Collateral.

As additional adequate protection, the Debtor will make an
adequate protection payment to Wells Fargo on or before Oct. 11,
2011 in the amount of $100,000.  Such payment will be applied to
outstanding interest due under the Loans.

As additional adequate protection, on or before the 10th day of
each month, the Debtor will deposit escrows for real estate taxes
($23,100.00) and insurance ($3,300.00), which amounts shall be
held by Wells Fargo in reserve accounts pending further order of
the Court.

The Final Hearing on the use of cash collateral will be held on
Nov. 1, 2011, at 2:30 p.m., Prevailing Central Time.

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.

As reported in the TCR on Oct. 20, 2011, Moore Sorrento delivered
a plan of reorganization and disclosure statement dated Oct. 3,
2011, to the U.S. Bankruptcy Court for the Northern District of
Texas.

All classes of claims and interests are estimated to have 100%
recovery under the Plan.


MSR RESORT: Proposes Doral Golf Sale; Trump Endeavor Bid Leads
--------------------------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to approve the sale of the
Doral Golf Resort & Spa in an auction led by Trump Endeavor 12
LLC.

The property, located in Miami, Florida, and built in 1962 has 692
rooms and suites, five championship golf courses, and hosts an
annual PGA tour event.

The Debtors relate that they do not intend to set the motion for
hearing until either the purchaser has waived the Due Diligence
Contingency or the Due Diligence Period has expired.

HWE Florida, Inc., together with Houlihan Lokey Capital, Inc.
assisted the Debtors in their sale efforts.

Pursuant to the PSA dated Oct 7, 2011, between the selling Debtors
and Trump Endeavor has agreed to purchase the property for
$170 million, subject to higher or better offers through an
auction process.

The PSA does not contemplate assumption of the Marriott Management
Agreement or Owner Agreement, and, therefore, the Debtors plan to
file a motion to reject the Marriott Management Agreement and
Owner Agreement in the near future and seek a determination as to
Marriott's damages claim prior to any auction.  Moreover, the
Debtors are free during the marketing period to consider competing
bids from potential purchasers who choose to retain Marriott as a
franchisor or resort manager.

The PSA includes among other things:

Selling Debtors:             MSR Resort Silver Properties, LP and
                             MSR Resort Hotel, LP

Purchaser:                   Trump Endeavor 12 LLC

Consideration:               $170 million

Due Diligence Contingency:   Purchaser will have a period from
                             Oct. 11, 2011 until 5:00 p.m.
                             (Eastern Time) on Nov. 28, 2011, to
                             perform its due diligence review of
                             the property and all matters related
                             thereto which purchaser deems
                             advisable, including, without
                             limitation, any engineering,
                             environmental, title, survey,
                             financial, operational and legal
                             compliance matters relating to the
                             property.

As-Is Purchase:              Purchaser is purchasing the
                             property "As-Is" "Where-Is" and
                             "With All Faults" without any
                             warranties, representations or
                             guarantees, either expressed or
                             implied, of any kind, nature, or
                             type whatsoever from, or on behalf
                             of, seller, except as specifically
                             set forth in the PSA or the Sale
                             Order.

As part of the Bidding Procedures, the selling Debtors seek
approval of a Topping Fee in the aggregate amount of $6.8 million,
which represents 4% of the $170 million purchase price under the
PSA.

A full-text copy of the bidding procedures are available for free
at http://bankrupt.com/misc/MSRRESORT_sale_doralgolf.pdf

                          About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns 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.


NET ELEMENT: Signs $1.6 Million Loan Agreement with Enerfund
------------------------------------------------------------
Net Element, Inc., entered into a three-year, unsecured
convertible promissory note and loan agreement with Enerfund, LLC,
in the principal amount of $1.6 million.  The Company will use the
amounts borrowed pursuant to the Note for working capital and
acquisitions.

The annual interest rate under the Note is 5% and principal and
interest is due on or before Oct. 24, 2014.  The Note may be pre-
paid at any time without penalty.  Outstanding principal under the
Note may be converted by Enerfund at any time into shares of
common stock of the Company at a conversion price of $0.11 per
share.  The required repayment date of the outstanding principal
under the Note may be accelerated if an event of default occurs
under the terms of the Note, including in certain circumstances if
the Company or its assets becomes the subject of certain voluntary
or involuntary bankruptcy or insolvency proceedings or if the
Company fails to timely pay principal or interest under the Note
and that failure continues for 60 calendar days.  Upon conversion
of the Note, the Company is required to issue to Enerfund a five-
year warrant to purchase a number of shares of common stock of the
Company equal to the number of shares issued upon such conversion
with an exercise price of $0.11 per share.

Enerfund is owned and controlled by Mike Zoi, a director and Chief
Executive Officer of the Company.

                     D. Kozko Appointed Director

On Oct. 24, 2011, the Board of Directors of the Company authorized
an increase in the number of directors of the Company to four and
appointed Dmitry Kozko as a director of the Company to fill the
vacancy created by such increase.  There was no arrangement or
understanding between Mr. Kozko and any other person pursuant to
which he was selected as a director.  Mr. Kozko has not been, and
he is not at the time of this disclosure expected to be, named to
any committee of the Board of Directors of the Company.

Mr. Kozko co-founded the Company's subsidiary, Openfilm, LLC, in
2007 and has been the CEO of Openfilm since 2009.  Prior to 2009,
Mr. Kozko was Chief Marketing Officer of Openfilm.  Prior to
founding Openfilm, Mr. Kozko was a consultant responsible for
developing the business infrastructure and Web presence for
companies and clients in the online entertainment, real estate and
consumer goods space.  Since 2006, Mr. Kozko has provided
consulting services to Enerfund, LLC, and TGR Energy, LLC, and
assisted in evaluating technology-based companies.

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

                        http://is.gd/R3Jc88

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.

The Company's balance sheet at June 30, 2011, showed $1.74 million
in total assets, $4.33 million in total liabilities and a $2.59
million total stockholders' deficit.


NETFLIX INC: Moody's Changes Outlook on 'Ba2' CFR to Stable
-----------------------------------------------------------
Moody's Investors Service changed Netflix Inc.'s ("Netflix") (Ba2
Corporate Family Rating) rating outlook to stable from positive.
The change is prompted by the company's reported subscriber
declines of over 800,000 in the quarter ending 9/30/2011, combined
with management's negative cash flow forecast for the upcoming
quarters as a result of international expansion into UK and
Ireland. The result will mean limited free cash flow for the next
year which in Moody's view, reduces the cushion that has existed
to support new and existing content contractual commitments and
the potential for slower subscriber growth or subscriber losses.
Therefore, the probability of an upgrade over the coming 12 months
has diminished and the rating outlook has returned to stable.

The subscriber declines were largely a result of reactions to the
company's significant price increase enacted in September, which
Moody's believes was a premature decision, which led to a backlash
of cancellations by existing customers and a lower rate of
subscriber acquisitions. "We believe management grossly
underestimated the price sensitivity of its customers,
particularly during the weak economic environment, and embarked on
a mistaken classic strategy of making material changes to a
successful business model which suits the company's needs and
goals while ignoring those of its customers, in this case
undermining the company's primary strength which drove consumers
to the service in great numbers," stated Neil Begley, a Moody's
Senior Vice President. Moody's believes that the company's
streaming product on a standalone basis is suitable for many of
its subscribers, particularly those that have never signed up for
the physical DVD plan, but not all. It is Moody's view that there
still isn't sufficient streaming content available to move
subscribers seamlessly to the all streaming plan which was the
company's hope. Many newer theatrical and television titles, while
available on DVD, have not been available for streaming at the
same time. Many of those subscribers have enjoyed the best of both
worlds, using the streaming content to fill in between DVD
shipments, and are likely very displeased with either giving up
the streaming or paying an increase ranging from 30% to 60%
depending upon the subscriber's plan. "The fact that management
didn't plan for this possibility or revisit the pricing decision,
despite the subscriber and equity value erosion is also
disconcerting," added Begley.

While the company justifies its price increases by comparing its
price and content library with new competitors like Amazon,
Blockbuster and Hulu, Moody's believes that one of its key value
propositions was an extraordinarily low price point which enabled
it to retain and acquire subscribers more easily. Although the
price changes only affect those customers that use both physical
DVD and streaming services, these customers account for
approximately half of Netflix's subscriber base (approximately
11.59 million hybrid customers at 9/30/2011). In Moody's view,
Netflix's hybrid offering has been a key competitive advantage
that so far had differentiated it from its primary competitors
such as Redbox, Amazon, cable system operators and DVD rental
stores and sell through retailers, which it has decided to move
away from. While the company may bank upon its hybrid customers to
switch to at least one its services, there is a great risk that it
may lose these customers entirely because they may value a hybrid
offering much more than a lower priced DVD or streaming service.

It is important to note from a credit perspective that when
initially rated Ba2, the company had less than half of its current
subscribers, revenue and equity value, all the while holding the
line on indebtedness and improving credit metrics. However, the
company has significantly upped its investments and contractually
fixed commitments for streaming programming (in contrast to the
mostly variable physical DVD model). As subscribers grow, the
relatively fixed content cost as well as the significantly reduced
shipping and handling costs as compared to DVD mailings, is
expected to lead to greater profits for Netflix. However, if new
investments do not draw new subscribers at a faster pace than they
are churning out, or there are material subscriber losses those
streaming contracts will diminish what are already low margins or
cause losses if this were to occur in a short period of time. Over
the past year, Netflix has also been aggressively expanding
internationally, which has enabled it to maintain a high rate of
growth and reduce risk through geographic diversification.
However, Moody's believes the company's newest growth plans in the
UK and Ireland may be ill timed given the stall in the domestic
business and lack of visibility as to how quickly it can recover.
Moody's believes that Netflix has the best content library
offerings for subscribers and will likely resume growth, albeit at
a much slower pace under the new pricing construct. While the
company has had success with an international streaming plan in
Canada, it is unclear how well the company will do in its recently
launched Latin American markets as well as in UK and Ireland,
where it will launch early next year and where it will face a more
challenging competitive landscape.

The company has been successful in taking advantage of scaling
opportunities and surpassing growth expectations in the last few
years, though the stable outlook reflects Moody's expectation that
it will not sustain these growth levels in the next twelve to
eighteen months and will be more vulnerable to competitors
entering the streaming market in this period. The outlook also
presumes that the company will not continue its share repurchase
activities and will continue to maintain solid liquidity.
Netflix's Ba2 Corporate Family Rating (CFR), Ba1 Probability of
Default Rating (PDR) and SGL-1 speculative grade liquidity rating
remain the unchanged.

Outlook Actions:

   Issuer: Netflix, Inc.

   -- Outlook, Changed To Stable from Positive

LGD Updates:

   Issuer: Netflix, Inc.

   -- Senior Unsecured Notes, Updated to Ba2 (LGD 5, 72%) from Ba2
      (LGD 5, 75%)

Netflix's Ba2 Corporate Family Rating reflects the company's
position as the largest online movie rental subscription service
in the U.S., sizeable subscriber base, very low debt-to-EBITDA
leverage of under 1.0x and Moody's expectation that leverage will
be sustained at very moderate levels going forward. The rating
also benefits from Netflix's solid liquidity profile, with a
significant level of cash and short-term investments
(approximately $366 million as of September 30, 2011), and
positive yet modest free cash flow generation (although this is
expected to decline in the upcoming quarters). The above credit
strengths only partially mitigate key business risks, however,
including the company's relatively young history, business
concentration, and risks associated with low barriers to entry and
the potential for disintermediation from competitors in the
distribution of content. The company's predisposition for share
repurchases, significant subscriber churn and relatively low
EBITDA margins compared to traditional media also weigh on its
rating.

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

Netflix, Inc., with its headquarters in Los Gatos, California, is
the largest online movie rental subscription service in the United
States with annual revenues of approximately $2.9 billion.


NETFLIX INC: S&P Lowers Corporate Credit Rating to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Los
Gatos, Calif.-based Netflix Inc. to 'BB' from 'BB+'. The rating
outlook is negative.

"At the same time, we lowered our issue-level rating on the
company's debt by one notch in conjunction with the downgrade. The
recovery ratings on the debt issue remains unchanged," S&P
related.

"The 'BB' corporate credit rating and negative outlook on Netflix
Inc. reflect our expectation that increased investments for the
company's international expansion, likely subscriber declines in
the third and fourth quarter of 2011, and escalating content
commitments will lower profitability over the near
term," said Standard & Poor's credit analyst Andy Liu.

"While acknowledging Netflix' growing programming commitments, we
view the company as likely to maintain moderate debt usage while
expanding into international markets and investing in new
technology and content to grow market share," S&P said. S&P viewed
the company's business risk profile as 'fair' (as it defined the
term according to its criteria), reflecting:

    Its leading position in the highly competitive and rapidly
    evolving domestic video rental industry,

    A large subscriber base,

    Its dependence on movie and TV studios for content,

    The technology and content risks associated with delivery of
    video movies and streaming content to the home, and

    Management's recent strategic missteps.

"We regard the company's financial risk as 'significant,'
reflecting its high conversion of EBITDA into discretionary cash
flow and 'adequate' liquidity position," S&P related.

"We believe that fundamentals in the video retail market are weak.
The DVD rental market has been declining for many years and is
likely to continue to decline at a double-digit percentage pace
annually over the next several years. Meanwhile, we expect the
broadband home-video market to increase by more than 50% annually
over the same timeframe. We expect that total movie rentals, both
physical and digital, will be flat to slightly up during the
same period. However, assuming that Netflix can restore its image
with consumers, we believe it should be able to gain share for at
least the next three to five years as content streaming becomes
even more widely accepted," S&P said.

Netflix continues to invest in video streaming and applications
for 'Netflix-ready devices' such as Xbox 360, Sony Corp.'s
Playstation3, Nintendo Co. Ltd.'s Wii, TVs, Blu-Ray players, and
the iPad and iPod. In addition, the company launched a streaming-
only service in Canada in the third quarter of 2010 (its first
foray into the international market) and Latin America in the
third quarter of 2011. The company plans to enter the U.K. and
Ireland markets by the first quarter of 2012, requiring increased
content and marketing investments. To remain competitive in the
market, the company has been increasing its investments in
content, which sometimes require large up-front payments. As of
Sept. 30, 2011, streaming content commitments more than doubled
over last year, to $3.5 billion. "We expect these costs will
continue to increase as Hollywood studios demand higher
compensation to renew contracts and competitors vie for content,"
S&P said.

"Over the intermediate term, we are concerned about the company's
ability to meet these rising obligations if subscriber growth
rates are not commensurate with increases in content costs. Key
risks are the rising compensation demands of movie studios that
control the content, the short terms of streaming content
contracts, and the entry of new players into this market.
Additionally, cable companies and satellite providers are adding
to their video-on-demand services to counter the threat posed by
Netflix and peers. These risks could increase in their potential
impact and time horizon, and we are continually reevaluating
them," S&P added.


NUTRITION 21: Court Approves BDO Capital as Financial Advisor
-------------------------------------------------------------
Nutrition 21, Inc., and its affiliates sought and obtained the
U.S. Bankruptcy Court for the Southern District of New York's
permission to employ BDO Capital Advisors, LLC, as their
investment banker and financial advisor.  The Debtors have
selected BDO Capital for its extensive experience in advising
financial distressed companies.

As investment banker and financial advisor, BDO Capital will:

   (a) evaluate the business, operations and financial position of
       the Debtors;

   (b) analyze the business, operations and financial position of
       the Debtors and prepare them for a transaction, and
       recommend financial and strategic alternatives with respect
       to a financing;

   (c) assist, with the participation of the Debtors, materials,
       including business, financial information, and descriptive
       memoranda, to be provided to potential purchasers, prepare
       the Debtors for the marketing process, and contact
       prospective investors;

   (d) negotiate with common and preferred existing investors and
       potential transaction counterparties;

   (e) assist the Debtors in establishing criteria for strategic
       alternatives, including potential investors and transaction
       counterparties;

   (f) identify, screen and rank prospective investors, and
       evaluate proposals received from potential investors and
       transaction counterparties;

   (g) counsel the Debtors on negotiations with the potential
       providers of capital and their advisors, and at the request
       of the Debtors conduct those negotiations or participate
       therein;

   (h) direct and coordinate the due diligence process;

   (i) provide timely reporting to the Debtors on the status and
       progress;

   (j) assist the Company's outside counsel, Richards Kibbe & Orbe
       LLP, in its representation of the Company and in connection
       with rendering legal services to the Company; and

   (k) assist, the Debtors and their advisors through the
       financing, restructuring and transaction closing process.

The Debtors have paid BDO Capital an initial retainer of $50,000.
In the event the Debtors pursue and complete a transaction or
financing requiring external capital, then BDO Capital will
earn a non-refundable financing fee equal to:

   (i) 6.0% (600 basis points) of any cash actually received by
       the Debtors for new equity;

  (ii) 4.50% (450 basis points) of any cash actually received by
       the Debtors for mezzanine debt capital; and

(iii) 1.5% (150 basis points) of any new commitment of senior
       secured bank debt.

BDO Capital will earn a fee equal to 1.75% of any discount on the
par amount compromised payable upon the restructuring or
confirmation of a Plan of Reorganization (excluding a sale of the
Debtors); and upon completion of a sale of the Debtors, payment of
a fee equal to $300,000 plus the following percentages of the
consideration involved in the sale:

   Consideration                                Percentage
   -------------                                ----------
   On the first $5 million to $7.5 million        2.50%
   Plus on the amount over $7.5 million           5.00%

The Debtors will reimburse BDO Capital for all reasonable expenses
including travel and lodging, data processing and communications
charges, courier services and other appropriate expenditures.  As
part of the fee structure to BDO Capital under the terms of the
Engagement Letter, the Debtors have agreed to indemnification and
related obligations.

The Debtors attest that BDO Capital does not hold or represent an
interest adverse to their estates.

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

The Company reported a net loss of $3.0 million on $6.7 million
of revenues for fiscal year 2011, compared with a net loss of
$3.7 million on $8.8 million of revenues for fiscal year 2010.

The Company's balance sheet at June 30, 2011, showed $3.5 million
in total assets, $18.1 million in total debts, and stockholders'
deficit of $14.6 million.

Nutrition 21 and its debtor affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on Aug. 26,
2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq., at
Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.


O&G LEASING: Can Employ BMC Group as Voting Agent
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
granted on Oct. 12, 2011, O&G Leasing, LLC, et al., permission to
employ BMC Group, LLC, nunc pro tunc to May 14, 2011, as the
Debtor's voting agent.

BMC will assist and administer the process of solicitation and
tabulation of votes, noticing and such other related
administrative services in these cases as may be requested of and
agreed to by BMC, all in accordance with the BMC Agreement the
terms of which are also approved.

The Debtors may pay BMC's charges and expense reimbursements in
the ordinary course of business without further notice or order
from the Court.

The Bankruptcy Court is satisfied that BMC is a ?disinterested
person? within the meaning of Section 101(14) of the Bankruptcy
Code, and that BMC does not hold or represent an interest adverse
to the Debtors' estates.

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.

The Company filed for Chapter 11 bankruptcy protection on May 21,
2010 (Bankr. S.D. Miss. Case No. 10-01851).  Douglas C. Noble,
Esq., at McCraney, Montagnet & Quin, PLLC, in Ridgeland,
Mississippi, assists the Debtor in its restructuring effort.  The
Debtor estimated $10 million to $50 million in assets and
$50 million to $100 million in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1,000,000 and
$10,000,000 in its petition.

The Debtors filed on July 1, 2011, their Plan of Reorganization
[Dkt #407] and an accompanying Disclosure Statement [Dkt #408] for
which approval is being sought pursuant to Section 1125 of the
Bankruptcy Code.

First Security Bank, as Trustee, filed on July 22, 2011, its
Indenture Trustee's Chapter 11 Plan [Dkt #423], and an
accompanying Disclosure Statement for Its Chapter 11 Plan [Dkt
#425] on July 26, 2011, for which approval is also being sought
pursuant to Section 1125 of the Bankruptcy Code.


OASIS PETROLEUM: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard and Poor's Ratings Services affirmed its 'B' corporate
credit rating on Oasis Petroleum Inc. (Oasis).  "At the same time,
we revised our outlook on the rating to positive from stable. In
addition, we assigned a 'B-' issue-level rating with a '5'
recovery rating to the company's proposed senior unsecured notes
Offering," S&P said.

"Standard & Poor's is revising the outlook on Oasis to positive
from stable to reflect the company's significant progress in
developing its asset base," said Standard & Poor's credit analyst
Lawrence Wilkinson.  "We could raise the rating over the next
several quarters if the company is able to meet its production and
reserve growth goals," he added.

The ratings on Oasis Petroleum Inc. reflect the company's
relatively small asset base and production levels, geographic
concentration, aggressive growth strategy, limited operating track
record, previously weak accounting control processes, and negative
cash flow generation. The ratings also reflect the company's
significant exposure to robust crude oil prices, its favorable
cost structure, growth potential, and sizeable resource play
acreage position.


OPEN RANGE: Seeks to Employ FTI as Restructuring Officers
---------------------------------------------------------
Open Range Communications Inc. seeks the authority of the U.S.
Bankruptcy Court for the District of Delaware to employ FTI
Consulting, Inc., to provide a Chief Restructuring Officer,
Michael E. Katzenstein; an Associate Chief Restructuring Officer,
Chris Lewand; and hourly temporary staff.  The Services to be
rendered by the CRO and the Associate CRO will include the
provision of crisis and turnaround management services to the
Debtor, together with other duties as the Debtor's board of
directors, or any authorized committee of the Board, may from time
to time determine.

The Debtor proposes to pay FTI Consulting a monthly, non-
refundable advisory fee of $190,000 per month for the services of
Messrs. Katzenstein and LeWand, $675 per hour for Carl Jenkins,
and $410 per hour for Daniel Gallagher.  The Debtor will also
reimburse FTI Consulting for its reasonable and customary out-of-
pocket expenses.

If during the term of the Engagement Letter or during three months
following the termination of the Engagement Letter, the Debtor
completes a Restructuring or Sale, FTI Consulting will earn a
Completion Fee of $400,000, payable in cash on the later of the
effective date of the Restructuring or on closing of the Sale, as
the case may be.

In addition, the Engagement Letter provides for an evergreen
retainer to be paid to FTI Consulting in the amount of $600,000,
to be held as continuing security for the payment of fees and
expenses to FTI Consulting and applied to any unpaid amounts due
to FTI Consulting at the completion of the engagement, with the
unused portion to be returned to the Debtor upon payment in full
of all fees and expenses.

The Debtor will indemnify and hold harmless FTI Consulting and its
shareholders, directors, officers, managers, employees,
contractors, agents and controlling persons against from and
against any losses, claims, damages or expenses.

                          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 listed about $114 million in
assets and $110 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.  The
petition was signed by Chris Edwards, chief financial officer.


OPEN RANGE: Court Approves Logan & Company as Claims Agent
----------------------------------------------------------
Open Range Communications Inc. sought and obtained the U.S.
Bankruptcy Court for the District of Delaware's permission to
employ Logan & Company, Inc., as its claims, noticing, and
balloting agent.

                       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 listed about $114 million in
assets and $110 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.  The
petition was signed by Chris Edwards, chief financial officer.


OPTI CANADA: Incurs C$289.7 Million Net Loss in 3rd Quarter
-----------------------------------------------------------
Opti Canada Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 6-K, reporting a net loss
and comprehensive loss of C$289.77 million on C$87.31 million of
revenue for the three months ended Sept. 30, 2011, compared with a
net loss and comprehensive loss of C$25.74 million on
C$58.59 million of revenue for the same period a year ago.

The Company also reported a net loss and comprehensive loss of
C$371.31 million on C$244.75 million of revenue for the nine
months ended Sept. 30, 2011, compared with a net loss and
comprehensive loss of C$211.15 million on C$169.64 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$3.98 billion in total assets, $3.23 billion in total liabilities
and C$749.16 million in total equity.

"Long Lake performed positively over the third quarter, achieving
the highest-to-date quarterly bitumen production average of 29,500
barrels per day (gross).  Current production is around 32,000
barrels per day (gross)," said Chris Slubicki, president and chief
executive officer of OPTI.

"The acquisition of OPTI by subsidiaries of CNOOC Limited is
proceeding, and we look forward to the expected closing of the
deal in November.  The parties are prepared to complete the
acquisition promptly following the receipt of approvals from
Industry Canada and the People's Republic of China."

A full-text copy of the Form 6-K is available for free at:

                       http://is.gd/mb6IBf

                        About OPTI Canada

OPTI Canada Inc. (TSXV: OPC) -- http://www.opticanada.com/-- is a
Calgary, Alberta-based company focused on developing major oil
sands projects in Canada.  Its first project, the Long Lake
Project, has a design capacity for 72,000 barrels per day (bbl/d),
on a 100 percent basis, of SAGD (steam assisted gravity drainage)
oil production integrated with an upgrading facility.  The
Upgrader uses the Company's  proprietary OrCrude(TM) process,
combined with commercially available hydrocracking and
gasification.  Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas.  On a 100 percent basis, the Project is designed to
produce up to 58,500 bbl/d of products, primarily 39 degree API
Premium Sweet Crude (PSC(TM)).  Due to its premium
characteristics, the Company expects PSC(TM) to sell at a price
similar to West Texas Intermediate (WTI) crude oil.  The Long Lake
Project is a joint venture between OPTI and Nexen Inc.  OPTI holds
a 35 percent working interest in the joint venture.  Nexen is the
sole operator of the Project.

On July 13, 2011, the Company announced that it had commenced a
creditor protection proceeding (the CCAA Proceeding) in the Court
under the CCAA.  The transaction will be effected by way of a plan
of reorganization, compromise and arrangement (the Master Plan)
through concurrent proceedings under the Companies' Creditors
Arrangement Act (the CCAA) and the Canada Business Corporations
Act (the CBCA).


OWENS CORNING: Garlock Sealing Won't Get Documents
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware and the
U.S. Bankruptcy Court for the Western District of Pennsylvania
have denied Garlock Sealing Technologies, Inc.'s requests to
access statements made pursuant Rule 2019 of the Federal Rules of
Bankruptcy Procedure in the Chapter 11 cases of certain debtors
in Delaware and Pennsylvania and reopen the Chapter 11 cases.

In a separate order, the Courts ruled that Garlock Sealing's
requests for a status conference in the Chapter 11 cases are
deemed moot.

Garlock sought a status conference months after it filed its
Motions to Access the Rule 2019 Statements and Reopen the Chapter
11 Cases.

The Courts relate that the first factor they considered is
injury.  They note that Garlock Sealing has not shown that it
suffered any injury and its allegations of harm are entirely a
matter of conjecture and speculation.  Garlock previously
contended that it needs the information to be able to prove that
asbestos plaintiffs' law firms were concealing clients' exposure
to the asbestos products of other bankruptcy debtors in order to
inflate settlement values against Garlock in the tort system.

In other words, Garlock raised the specter of a nationwide
conspiracy by every law firm involved in each of these bankruptcy
cases, every attorney who represents asbestos tort victims in
those firms, and every asbestos personal injury victim -- whether
or not that victim was exposed to Garlock's products -- to defraud
Garlock, without identifying even one of its creditors whose Rule
2019 information it seeks, the Courts state.

Even if Garlock Sealing has an actual injury, the Court opine,
permitting access to the Rule 2019 Statements will not redress
the harm or even lead to redress because Rule 2019 statements are
representations by counsel to a court as to who their clients
are.

"The statements are not claims, nor are they ballots cast with
respect to a plan of reorganization, which are assertions of
claims," the Courts say.

If Garlock Sealing has grounds with respect to specific creditors
or their law firms in its own bankruptcy case, it can file a new
motion setting forth the facts, the Court relate.

Garlock Sealing has not identified a creditor in its case who
also was a creditor in one of the Bankruptcy Cases it seeks to
reopen and whose exposure evidence was allegedly concealed, the
Courts further note.  Garlock simply surmises it "likely is or
was" a party or party in interest in these bankruptcy cases where
the facts of the cases clearly establish that it was not,
inasmuch as it never filed a claim in any of them, the Court
relate.

"The consequences to the Debtors of reopening the closed cases,
some having emerged from bankruptcy after nearly a decade, would
be enormous," the Courts point out.  "The negative publicity with
the likely effect on stock and bond prices for those publicly
traded entities, employee morale, resulting management issues and
administrative burdens in complying with the Bankruptcy Code
filing requirements regarding operating reports and disclosure of
information, and U.S. Trustee fees and expenses attendant to the
bankruptcy system, cannot be justified in these circumstances
where Garlock Sealing did not appear or participate while the
cases were open and active and did not seek access to the Rule
2019 Statements during the life of the cases."

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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

                        *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's Investors Service.


OWENS CORNING: GAO Releases Report on Sec. 524(g) Asbestos Trusts
-----------------------------------------------------------------
The Government Accountability Office released on Oct. 19, 2011, a
report on asbestos injury trusts created by companies who filed
for bankruptcy pursuant to Section 524(g) of the Bankruptcy Code.
The report, according to GAO, addresses (1) how much asbestos
trusts have paid in claims and how trusts are administered, (2)
how trust claim and payment information is made available to
outside parties, and (3) stakeholder -- plaintiff and defense
attorneys, trust officials and other interested parties -- views
on whether more trust and claimant information should be made
available to outside parties and efforts to change the trust
system and processes.

The report titled "Asbestos Injury Compensation: The Role and
Administration of Asbestos Trusts" analyzed trust agreements for
44 of 60 trusts and trust distribution procedures for 52 of 60
trusts for 2009 and 2010.

The GAO report related that since the establishment of the first
trust in 1988 through 2010, available data indicate that asbestos
trusts have paid about 3.3 million claims valued at about $17.5
billion.

The GAO found that while the majority of the trusts made general
data available, very few provide detailed information about their
activities without being directed to by a court of law.  "Most
asbestos trusts we reviewed publish for public review annual
financial reports and generally include total number of claims
received and paid. Other information in the possession of a
trust, such as an individual's exposure to asbestos, is generally
not available to outside parties but may be obtained, for
example, in the course of litigation pursuant to a court-ordered
subpoena, the GAO pointed out.  In fact, the report found that
only "one trust's financial report contained claimant names and
amounts paid to these individuals."

The GAO report relate that 98% of trust claims go through
"expedited review" process that requires only a claim form with
"documented evidence" of exposure like work history, invoices, or
deposition testimony of plaintiff or coworkers plus a medical
report, Brian Gassler of Law.com pointed out.  Prior
investigations, he noted, have shown how a tiny number of
physicians have submitted tens of thousands of diagnoses of
asbestos-related disease, many of them subsequently found to be
incorrect.

One solution would be to require the trusts to share basic claims
information in a central database, Mr. Gassler said, citing the
report.  But the GAO said 65% of trusts reviewed treated claims
information as confidential under rules that consider information
submitted as part of a legal settlement process as privileged.
Defendants and insurers say the trusts should be treated as non-
adversarial settlement vehicles, he related.  They frequently
seek information about claims paid so they can set off any court
award by the amount the plaintiff has already obtained elsewhere,
the report noted.

The report itself does not claim to have documented any regular
occurrences of fraud, however, and includes review of the trust
distribution procedures (TDP) that each trust has in place:
"Although the possibility exists that a claimant could file the
same medical evidence and altered work histories with different
trusts, each trust's focus is to ensure that each claim meets the
criteria defined in its TDP, meaning the claimant has met the
requisite medical and exposure histories to the satisfaction of
the trustees.  Of the trust officials that we interviewed that
conducted audits, none indicated that these audits had identified
cases of fraud."

A full-text copy of the GAO Report is available for free at:

              http://ResearchArchives.com/t/s?7734

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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

                        *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's Investors Service.


PACIFIC MONARCH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pacific Monarch Resorts, Inc.
        23091 Mill Creek Drive
        Laguna Hills, CA 92653-1258

Bankruptcy Case No.: 11-24720

Chapter 11 Petition Date: October 24, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Michael S. Neumeister, Esq.
                  STUTMAN TREISTER & GLATT
                  1901 Ave of the Stars 12th Fl
                  Los Angeles, CA 90067
                  Tel: (310) 228-5680
                  Fax: (310) 228-5788
                  E-mail: mneumeister@stutman.com

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

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

The petition was signed by Mark D. Post, chief executive officer
and director.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                                  Case No.
        ------                                  --------
Vacation Marketing Group, Inc.                  11-24724
Vacation Interval Realty, Inc.                  11-24725
MGV Cabo, LLC                                   11-24727
Desarrollo Cabo Azul, S. de R.L. de C.V.        11-24729
Operadoro MGVM S. de R.L. de C.V.               11-24731

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Monarch Grand Vacation Owners      Trade Debt             $753,062
Association
23382 Mill Creek Drive, Suite 240
Laguna Hills, CA 92654

Tahoe Seasons Resort               Trade Debt             $300,019
c/o VRI
P.O. Box 3620
Laguna Hills, CA 92645-3620

Equiant Financial Services, Inc.   Trade Debt             $104,247
4343 North Scottsdale Road, Suite 270
Scottsdale, AZ 85251-7623

The Macerich Partnership, LP       Trade Debt              $62,800

Palm Canyon Resort & Spa ? VPOA    Trade Debt              $51,157

Desert Isle Resort                 Trade Debt              $37,500

Mitel Net Solutions                Trade Debt              $37,168

Cancun VPOA                        Trade Debt              $36,288

National Cinemedia, Inc.           Trade Debt              $18,671

Interval International Inc.        Trade Debt              $18,135

Xerox Corporation                  Trade Debt              $16,204

Ad-Vantage Advertising LLC         Trade Debt              $16,124

Great America Networks             Trade Debt              $13,284

AT&T                               Trade Debt              $12,958

Avaya, Inc.                        Trade Debt              $12,340

Staples Contract & Commercial,     Trade Debt              $10,714
Inc.

Resortime.Com L.P.                 Trade Debt              $10,000

Tommy Bahama R&R Holdings          Trade Debt              $10,000

Travel Click, Inc.                 Trade Debt               $9,411

Great America Leasing Corp.        Trade Debt               $8,771


PLAYPOWER HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Huntersville, N.C.-based PlayPower Holdings Inc
(PPH). The outlook is negative.

"At the same time, we assigned our 'B' issue-level rating to PPH's
$121.4 million second-lien term loan. The recovery rating is a
'4', indicating average (30% to 50%) recovery for lenders in the
event of a payment default," S&P related.

"The rating reflects our assessment of PPH's financial risk
profile as 'highly leveraged' (as our criteria defines), given our
expectation that adjusted leverage (including pay-in-kind notes
that are held by the company's owner, Apollo Investment Corp.)
will reach the mid-7.0x area by the end of 2011 and the 8.0x area
by the end of 2012. 'The rating also incorporates our
expectation that total interest coverage -- including cash and
pay-in-kind interest -- will remain in the mid-1.0x area over the
intermediate term," said Standard & Poor's analyst Ariel
Silverberg.

"We expect the leverage metric to become somewhat weak for the 'B'
corporate credit rating, in our view. Our leverage and coverage
expectation stems from our belief that 2012 EBITDA will decline in
the high-single-digit percent area, and, along with accreting debt
levels related to pay-in-kin (PIK) notes, will offset any debt
reduction under the term loan from discretionary cash flow. The
company's good cash interest coverage somewhat tempers our view of
PPH's financial risk profile, as we believe it will remain in the
low-2.0x area over the intermediate term. Another offsetting
strength is our expectation for modest positive discretionary cash
flow," S&P related.


POST STREET: Post Investors Wants Court to Deny Plan Outline
------------------------------------------------------------
Secured creditor Post Investors, LLC, asks the U.S. Bankruptcy
Court for the Northern District of California to deny the
Disclosure Statement explaining Post Street, LLC, and Festival
Retail Fund 1 228 Post Street, L.P.'s Plan of Reorganization.

According to Post Investors, the Disclosure Statement is:

   -- defective in that it failed to include financial
   information;

   -- no information was provided on the real property at issue
   and the Debtor attempts to salvage the single asset real estate
   by providing an incompetent appraisal;

   -- the Debtor and Festival defaulted under the note and loan
   agreement by failing to pay the note at maturity and failed to
   qualify for the first term extension; and

   -- the is no possibility of a reorganization.

                        The Chapter 11 Plan

As reported in the Troubled Company Reporter on Oct. 12, 2011, the
Plan is premised on an immediate infusion of cash, as new capital
to the Debtors, provided by Stanley W. Gribble, which, together
with the Debtors' Cash on hand, will be used by the Debtors, and
will be in a sufficient amount, to fund the Brooks Brothers Work,
establish a working capital reserve for the Debtors, and pay all
Administrative Priority Claims and Priority Tax Claims.

Completing the Brooks Brothers Work will satisfy key conditions
precedent to the commencement of Brooks Brothers' obligation to
open for business and pay rent under the Brooks Brothers Lease.
The increased revenue and profitability from the Property, as
stabilized by the implemented Brooks Brothers Lease, together with
the Debtors' existing assets and the New Capital Contribution,
will be sufficient to pay (1) all amounts due on the Effective
Date, and (2) all amounts that will come due under the New
Mortgage Note.  Mr. Gribble is sufficiently confident in the
Debtors' ability to pay these amounts that he is committing to
contribute Cash to the Debtors to fund the New Capital
Contribution as equity, which by definition will be junior to all
present and future creditors, including the Mortgage Lender.

The Mortgage Lender asserts a Secured Claim against the Debtors
based on the Loan and underlying Mortgage Note.  The Plan proposes
to provide the Mortgage Lender with a new promissory note and deed
of trust.  The New Mortgage Note will be in a principal amount
equal to the Mortgage Lender's Allowed Claim as of the
Confirmation Date.  The principal amount of the New Mortgage Note
will be $59,532,449, or the amount determined by the Bankruptcy
Court.  The New Mortgage Note will be secured by the New Deed of
Trust, which will grant the Mortgage Lender, among other things, a
security interest in the Property, certain personal property used
at the Property, rents, and the subordinate New Capital
Contribution.  Thus, the Mortgage Lender will retain a lien on the
same collateral it has now, supplemented by the New Capital
Contribution.  The value of the Property will be increased through
the Brooks Brothers Work and that portion of the New Capital
Contribution that is allocated to working capital.  The Mortgage
Lender will receive current monthly interest payments at the rate
that the Bankruptcy Court determines is a fair market rate of
interest.  Interest on the New Mortgage Note will be payable
monthly in arrears beginning the second month after the date that
the Plan becomes effective.  The entire balance of the New
Mortgage Note will be all due and payable on the date that is five
years from the Effective Date.  The Debtors can repay the entire
New Mortgage Note at their option before the due date without
penalty.

Creditors holding general unsecured Claims not in Class 3 will
receive future cash distributions equal to 100% of their
respective Allowed Class 4 Claims, which will be paid in four
equal quarterly installments over the year after the Effective
Date as set forth in the Plan.

The holders of Post Street Interests and Festival Interests will
receive no distribution on account of their existing interests in
the Debtors under the Plan.  New equity in the Reorganized Debtors
will be issued to the holder of Post Street Interests and Festival
Interests in exchange for the New Capital Contribution.

The Debtors believe that through the Plan, the holders of Claims
in impaired Classes will obtain a greater recovery than would be
available if the Debtors' assets were liquidated on the Effective
Date under chapter 7 of the Bankruptcy Code.

A full-text copy of the Disclosure Statement dated Sept. 13, is
available for free at:

                http://ResearchArchives.com/t/s?7685

Post Investors, LLC is represented by:

         Dennis D. Miller, Esq.
         Theodore A. Griffinger, Jr., Esq.
         Jonathan E. Sommer, Esq.
         Sean T. Strauss, Esq.
         STEIN & LUBIN LLP
         600 Montgomery Street, 14th Floor
         San Francisco, CA 94111
         Tel: (415) 981-0550
         Fax: (415) 981-4343
         E-mail: dmiller@steinlubin.com
                 jsommer@steinlubin.com
                 sstraus@steinlubin.com

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Eric D. Goldberg,
Esq., at Stutman, Treister and Glatt, serves as the Debtor's
bankruptcy counsel.  Nossaman LLP serves as special litigation
counsel.  The Debtor disclosed assets of $3,316 plus unknown
amount and liabilities of $55,906,564 as of the Chapter 11 filing.
The petition was signed by Stanley W. Gribble, authorized agent.


PURSELL HOLDINGS: Can Use BankLiberty Cash Collateral
-----------------------------------------------------
Judge Jerry W. Venters of the U.S. Bankruptcy Court for the
Eastern District of Missouri has approved a stipulation between
Pursell Holdings, LLC, and BankLiberty, FSB, on allowing the
Debtor to use cash collateral and providing lender with adequate
protection.

Prior to the petition date, Pursell, as borrower, issued its
Promissory Note in the amount of $2,139,431 to BankLiberty, as
lender, on Sept. 27, 2004, to restate and consolidate prior loans
on the Headquarters and a loan on the Duplex.  The Headquarters
property was valued at $1,970,000 and the Duplex was valued at
$132,000 per unit, or a total of $264,000.  The Borrower has
scheduled the cumulative value of the Headquarters and the Duplex
at $2,300,000.

The outstanding principal amount of the loan is $2,071,581 and the
unpaid interest to Aug. 31, 2011, is $87,409 for a total debt as
of August 31, 2011, of $2,158,990.58 subject to the credit for the
non-judicial foreclosure of the Duplex.

The terms of the stipulation are:

     A. The Borrower will timely renew its insurance through
        General Casualty Company of Wisconsin and provide evidence
        of continued coverage in the form reasonably required by
        the Lender.

     B. The Borrower agrees that the Lender will have immediate
        relief from the stay so that Lender may immediately
        exercise its right and remedies, including a non-judicial
        foreclosure, with regard to the Duplex.  The Borrower will
        not oppose, delay or exercise any rights of redemption in
        regard to the Lender's non-judicial foreclosure of the
        Duplex.  The Lender will provide Borrower with an
        immediate $200,000 credit on the Current Loan.

     C. The Lender will not charge default interest or late
        charges on the Current Loan but will be entitled to 7%
        interest.  The total balance of the Modified Loan, as of
        Aug. 31, 2011, is $1,958,991 consisting of principal of
        $2,071,581 plus accrued interest of $87,409 less the
        $200,000 credit provided to the Borrower in regard to the
        Duplex.

     D. The Lender will dismiss Count VI of the Clay County Action
        pending against the Borrower with prejudice.  The Lender
        will enter its satisfaction of the Clay County Judgment in
        the Clay County Action.

     E. The Borrower and Lender agree that the Modified Loan
        amount is $1,958,991.  The Borrower will repay the
        Modified Loan with monthly payments based upon a 25-year
        amortization and interest at the initial rate of 5.75% for
        two years.  The Borrower's monthly payments will begin on
        September 10, 2011, and will be due, without demand, that
        day of each month thereafter.  The interest rate will
        adjust on the second anniversary of the Loan to the Wall
        Street Journal prime rate plus 2% with a floor of 5.75%.
        The term of the Modified Loan will be extended to
        Sept. 1, 2016.

     F. The Borrower will escrow with Lender by making monthly
        payments of 1/12 of the estimated annual real estate taxes
        based on appraised value and anticipated mill rates.  The
        Borrower's plan of reorganization will provide for the
        payment of all pre-petition real estate taxes.  All post-
        petition real estate taxes escrowed by the Borrower in its
        Debtor in-possession account and attributable to the
        Headquarters will be transferred to Lender to continue to
        be held in escrow.

     H. The Borrower's Plan of Reorganization will classify the
        Lender's secured claim separately and Lender's treatment
        under the Plan of Reorganization will be in accordance
        with the terms of the Modified Loan, Headquarters Deeds of
        Trusts, Duplex Deed of Trust and other loan documents
        between the parties.

     I. The Lender agrees that so long as Borrower complies with
        the terms of the parties' agreements, the Lender will not
        seek interest at its default rate or assess late fees as
        it might otherwise be allowed under the terms of the
        parties' agreements.

     J. The Borrower agrees to comply with all the covenants and
        obligations contained in the Loan, Headquarters Deeds of
        Trust, Duplex Deed of Trust, and other loan documents
        entered into by the parties before the Petition Date.

BankLiberty is represented by:

         Robert D. Maher, MO Bar #51714
         VINCENT FONTG HANSEN LLC
         330 W. 47th Street, Suite 250
         Kansas City, Mo. 64112
         Tel: (816) 556-3100
         Fax: (816) 421-5480
         E-mail: rmaher@vfhllc.com

                    About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Pursell Holdings LLC 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.


QUANTUM CORP: Posts $3.5 Million Net Income in Fiscal 2nd Quarter
-----------------------------------------------------------------
Quantum Corp. reported net income of $3.56 million on
$165.04 million of total revenue for the three months ended Sept.
30, 2011, compared with net income of $3.02 million on
$167.72 million of total revenue for the same period during the
prior year.

The Company also reported a net loss of $1.66 million on
$318.57 million of total revenue for the six months ended
Sept. 30, 2011, compared with net income of $329,000 on
$330.94 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$394.19 million in total assets, $443.32 million in total
liabilities, and a $49.13 million stockholders' deficit.

"This was our eighth consecutive quarter of year-over-year branded
revenue growth and one in which we generated our highest level of
disk and software revenue to date," said Jon Gacek, president and
CEO of Quantum.  "We had strong customer traction with our new DXi
and StorNext appliance introductions, as particularly reflected by
the revenue generated from our launch of the DXi6701/02 disk
backup and deduplication products, which was the most successful
branded systems product launch in Quantum's history."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/pbycvW

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

                           *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


R.E. LOANS: Committee Seeks to Retain FTI as Financial Advisors
---------------------------------------------------------------
The Official Committee of Note Holders in the bankruptcy cases of
R.E. Loan, LLC, et al., seeks the authority of the U.S. Bankruptcy
Court for the Northern District of Texas to retain FTI Consulting,
Inc., as its financial advisors.  The Committee asserts that the
services of a financial advisor are necessary and appropriate to
enable it to evaluate the complex financial and economic issues
raised by the Debtors' reorganization proceedings and to
effectively fulfill its statutory duties.

As financial advisor, FTI Consulting will:

   (a) assist and advice the Committee with respect to the
       Debtors' property management, development and disposition
       strategies;

   (b) assist in the evaluation, negotiation or replacement of the
       Debtors' proposed debtor-in-possession financing facility
       including, but not limited to, preparation for hearings
       regarding the use of cash collateral and DIP financing;

   (c) assist in the review or preparation of information and
       analysis necessary for the confirmation of a plan in the
       Debtors' Chapter 11 cases;

   (d) assist in the evaluation and analysis of insider
       transactions and avoidance actions, including fraudulent
       conveyances and preferential transfers;

   (e) provide litigation advisory services with respect to
       accounting and tax matters, along with testimony on case
       related issues as required by the Committee;

   (f) assist regarding the identification of areas of potential
       cost savings, including overhead and operating expense
       reductions and efficiency improvements;

   (g) assist in the review of financial information distributed
       by the Debtors to Committee, including, but not limited to,
       tax returns, audited financial statements, cash flow
       projections and budgets, cash receipts and disbursement
       analysis, analysis of various asset and liability accounts,
       and analysis of proposed transactions for which Court
       approval is sought;

   (h) assist the Committee in the review of financial related
       disclosures required by the Court, including the Schedules
       of Assets and Liabilities, the Statements of Financial
       Affairs and Monthly Operating Reports; and

   (i) render other general business consulting or other
       assistance as the Committee or its counsel may deem
       necessary that are consistent with the role of a
       financial advisor and not duplicative of services provided
       by other professionals.

The Committee and FTI Consulting agreed to a fixed rate of
$100,000 per month, plus reimbursement of actual and necessary
expenses.

To the extent FTI Consulting is called upon to provide expert
testimony, including property valuation, or forensic and
litigation consulting services, the firm's standard hourly rates
will apply.

The firm will charge the Debtors' estates at these rates:

   (a) Assistance in the determination of value of owned real
       estate property and real estate property that is serving as
       collateral for loans made by the Debtors to third-party
       borrowers, and testimony related to such:

            Senior Managing Directors         $780-$895
            Directors/Managing Directors      $560-$745
            Consultants/Senior Consultants    $280-$530
            Administrative/Paraprofessionals  $115-$230

   (b) Forensic investigation and testimony related to potential
       fraudulent activity or misappropriation of funds by current
       or prior management of the Debtors:

            Senior Managing Directors         $565-$750
            Directors/Managing Directors      $400-$575
            Consultants/Senior Consultants    $230-$375
            Administrative/Paraprofessionals  $160-$250

Additionally, FTI will be entitled to an incentive fee payable on
the earlier of (i) consummation of a chapter 11 plan of
reorganization or liquidation, or (ii) a sale, transfer, or other
disposition of all or a substantial portion of the assets of the
Debtors in one or more transactions.

Albert S. Conly, senior managing director with FTI Consulting,
assures the Court that his firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

                         About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  R.E.
Loans disclosed $713,622,015 in assets and $886,002,786 in
liabilities as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


R.E. LOANS: Committee Seeks to Retain Akin Gump as Counsel
----------------------------------------------------------
The Official Committee of Note Holders in the bankruptcy case of
R.E. Loans, LLC, et al., seeks the authority of the U.S.
Bankruptcy Court for the Northern District of Texas to retain
Akin Gump Strauss Hauer & Feld LLP as its counsel.  The Committee
selected Akin Gump because the firm possesses extensive
knowledge and expertise in the areas of law relevant to the these
chapter 11 cases, including bankruptcy, reorganization,
litigation, distressed real estate and commercial issues.

As counsel, Akin Gump will:


   (a) advise the Committee with respect to its rights, duties and
       powers in the Chapter 11 cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors and other parties-in-interest relative to the
       administration of the Debtors' chapter 11 cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors and of the operation of the Debtors' businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to, among other things, the assumption or rejection
       of certain leases of non-residential real property and
       executory contracts, asset dispositions, financing of other
       transactions and the terms of one or more plans of
       reorganization for the Debtors and accompanying disclosure
       statements and related plan documents;

   (f) assist and advise the Committee as to its communications
       with note holders regarding significant matters in these
       chapter 11 cases;

   (g) represent the Committee at all hearings and other
       proceedings before the Bankruptcy Court and other courts;

   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety, and to the extent
       deemed appropriate by the Committee support, join or object
       thereto;

   (i) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives, including without
       limitation, motions, memoranda, complaints, adversary
       complaints, objections or comments in connection with any
       of the foregoing;

   (j) assist the Committee in its review and analysis of the
       Debtors' various commercial agreements;

   (k) investigate and analyze any claims against the Debtors'
       officers, directors, and non-debtor affiliates; and

   (l) perform other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code, Bankruptcy Rules or other
       applicable law.

The Committee proposes that the Debtors pay Akin Gump in
accordance with the firm's ordinary and customary hourly rates.
Akin Gump attorneys expected to have primary responsibility for
providing services to the Committee and their hourly rates are:

      Attorney                         Rate
      --------                         ----
      Charles R. Gibbs                 $840
      Michael P. Cooley                $660
      Michael Haynes                   $520
      Machir Stull                     $360

Charles R. Gibbs, Esq. at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  R.E.
Loans disclosed $713,622,015 in assets and $886,002,786 in
liabilities as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


REALOGY CORP: Bank Debt Trades at 15% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 84.65 cents-on-the-
dollar during the week ended Friday, Oct. 28, 2011, an increase of
1.10 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 105 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $21 million on $1.18 billion of net revenues for the three
months ended June 30, 2011, compared with net income of $223
million on $1.25 billion of net revenues for the same period
during the prior year.

The Company also reported a net loss of $258 million on $2.01
billion of net revenues for the six months ended June 30, 2011,
compared with net income of $26 million on $2.07 billion of net
revenues for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $7.98 billion
in total assets, $9.29 billion in total liabilities, and a $1.31
billion total deficit.  Realogy has 'Caa2' corporate family rating
and 'Caa3' probability of default rating, with positive outlook,
from Moody's.  The rating outlook is positive.  Moody's said in
January 2011 that the 'Caa2' CFR and 'Caa3' PDR reflects very high
leverage, negative free cash flow and uncertainty regarding the
timing and strength of a recovery of the residential housing
market in the U.S.  Moody's expects Debt to EBITDA of about 14
times for the 2010 calendar year.  Despite the recently completed
and proposed improvements to the debt maturity profile, the Caa2
CFR continues to reflect Moody's view that current debt levels are
unsustainable and that a substantial reduction in debt levels will
be required to stabilize the capital structure.


REGAL ENTERTAINMENT: Posts $25 Million Net Income in 3rd Quarter
----------------------------------------------------------------
Regal Entertainment Group reported net income of $25 million on
$743.60 million of total revenues for the quarter ended Sept. 29,
2011, compared with net income of $42.60 million on $696.40
million of total revenues for the quarter ended Sept. 30, 2010.

The Company also reported net income of $36.10 million on $2.06
billion of total revenues for the three quarters ended Sept. 29,
2011, compared with net income of $63.70 million on $2.14 billion
of total revenues for the three quarters ended Sept. 30, 2010.

The Company's balance sheet at Sept. 29, 2011, showed $2.26
billion in total assets, $2.02 billion in total debt and a $554.20
million total stockholders' deficit of Regal Entertainment Group.

"We are pleased that industry attendance growth combined with our
continued focus on cost control allowed us to achieve significant
growth in both Adjusted EBITDA and Adjusted EBITDA margin for the
second consecutive quarter," stated Amy Miles, CEO of Regal
Entertainment Group.  "We are encouraged by the record summer box
office and remain optimistic regarding the upcoming holiday film
slate," Miles continued.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/wKj9Ol

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


REVLON INC: Reports $100,000 Net Income in Third Quarter
--------------------------------------------------------
Revlon, Inc., reported net income of $100,000 on $337.20 million
of net sales for the three months ended Sept. 30, 2011, compared
with net income of $12.50 million on $319 million of net sales for
the same period a year ago.

The Company also reported net income of $17 million on
$1.02 billion of net sales for the nine months ended Sept. 30,
2011, compared with net income of $31.10 million on $952.20
million of net sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.08 billion in total assets, $1.76 billion in total liabilities,
and a $685.10 million total stockholders' deficiency.

Revlon President and Chief Executive Officer, Alan T. Ennis, said,
"In the third quarter, we continued to execute our strategy as we
grew net sales by 3.6%, maintained competitive operating income
margins, and generated positive free cash flow.  From a
marketplace perspective, our continued emphasis on innovation,
effective brand communication and strong in-store execution
positively impacted our performance.  During the quarter, two of
Hollywood's most sought-after actresses, Emma Stone and Olivia
Wilde, joined us as Global Brand Ambassadors for our Revlon
brand."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/8fxQRg

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).


ROTHSTEIN ROSENFELDT: Trustee Sues Firm's Gen. Counsel for $38MM
----------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that the Chapter 11
trustee for convicted Ponzi schemer Scott Rothstein's law firm
sued the firm's general counsel in Florida on Thursday, seeking at
least $37.8 million for his alleged participation in the scheme.

Law360 relates that trustee Herbert Stettin claims Boden was a co-
conspirator in Rothstein's plot, in which prospective investors
and lenders paid sums to fictitious Rothstein Rosenfeldt Adler PA
clients, who had supposedly reached large settlements, in exchange
for receiving the total settlements themselves over time.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RYLAND GROUP: Incurs $21.3 Million Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
The Ryland Group, Inc., reported a net loss of $21.31 million on
$248.96 million of total revenues for the three months ended
Sept. 30, 2011, compared with a net loss of $29.94 million on
$202.47 million of total revenues for the same period during the
prior year.

The Company also reported a net loss of $51.56 million on
$628.98 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $66 million on
$786.88 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.54 billion in total assets, $1.06 billion in total liabilities
and $484.75 million in total equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/xos2sM

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


SAAB AUTOMOBILE: Misses Deadline to Respond to Restructuring Bid
----------------------------------------------------------------
The Swedish district court in Vanersborg on denied Saab Automobile
AB's request for an extension to respond to request from the
administrator of the car maker's reorganization to end the
restructuring process, Dow Jones' Daily Bankruptcy Review reports.

Saab Automobile AB earlier said it cannot formally respond to the
administrator of its reorganization's request to end the company's
restructuring process, as it is in "intense negotiations" with
investors to secure financing, Dow Jones said in a separate
report.

                      About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.

Swedish Automobile N.V. disclosed that Saab Automobile AB and its
subsidiaries Saab Automobile Powertrain AB and Saab Automobile
Tools AB received approval for their proposal for voluntary
reorganization from the Court of Appeal in Gothenburg,
Sweden on Sept. 21, 2011.  The purpose of the voluntary
reorganization process is to secure short-term stability while
simultaneously attracting additional funding, pending the inflow
of the equity contributions by Pang Da and Youngman.


SAND SPRING: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sand Spring Capital III, LLC
        315 Third Street
        Baton Rouge, LA 70801

Bankruptcy Case No.: 11-13393

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                                     Case No.
        ------                                     --------
Sand Spring Capital III, LLC                       11-13393
CA Core Fixed Income Fund, LLC                     11-13394
CA Core Fixed Income Offshore Fund, Ltd.           11-13396
CA High Yield Fund, LLC                            11-13397
CA High Yield Offshore Fund, Ltd.                  11-13400
CA Strategic Equity Fund, LLC                      11-13401
CA Strategic Equity Offshore Fund, Ltd.            11-13402
Sand Spring Capital III, Ltd.                      11-13403
Sand Spring Capital III Master Fund, LLC           11-13404

Chapter 11 Petition Date: October 25, 2011

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

Judge: Brendan Linehan Shannon

Debtors' Counsel: Kenneth J. Enos, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

                        - and ?

                  Michael R. Nestor, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

Debtor's
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS

                            Collybus CDO            Percentage of
Name of Debtor               A2 Notes    Total Assets  Investments
--------------               --------    ------------  -----------
CA Core Fixed Income            $32,734,064 $41,887,300  78.15%
CA Core Fixed Inc Offshore       $5,602,353  $7,970,515  70.29%
CA High Yield Fund, LLC          $2,570,583  $6,167,261  41.68%
CA High Yield Off. Fund          $4,775,246 $11,782,710  40.53%
CA Strategic Equity Fund         $1,755,673  $2,331,817  75.29%
CA Strategic Equity Offshore     $2,229,150  $2,707,653  82.33%
Sand Spr. Cap. III Master Fund   $6,745,481  $8,288,667  81.38%

The petitions were signed by Walter A. Morales, president of San
Spring Management, LLC.

Sand Spring Capital III's List of Its three Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
State Street Cayman Trust Company, Contract               $191,000
45 Market Street, Suite 3206A
Grand Cayman, KY1-1205

State Street Bank and Trust        Contract                $34,000
Company
State Street Financial Centre
30 Adelaide Street East, Suite 1100
Toronto, Ontario, M5C 3G6
Canada

Cantor & Fitzgerald & Co.          Litigation                  N/A
110 East 59th Street, 4th Floor
New York, NY 10022


SECURITY NATIONAL: Meeting to Form Creditors' Panel Today
---------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
can organizational meeting on Oct. 31, 2011, at 10:30 a.m. in the
bankruptcy case of Security National Properties Funding III, LLC.
The meeting will be held at:

  J. Caleb Boggs Federal Building
  844 King Street, Room 2112
  Wilmington DE 19801

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Security National Properties Funding III, LLC, filed a Chapter 11
petition (Bankr. D. Del. Case No. 11-13277) on Oct. 13, 2011 in
Delaware, Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell in Wilmington, serves as counsel to the Debtor.

The Debtor estimated up to $50,000,000 in assets and up to
$500,000,000 in liabilities.


SEDONA DEVELOPMENT: Specialty Amends Proposed Plan Outline
----------------------------------------------------------
Specialty Trust, Inc., et al., filed with the U.S. Bankruptcy
Court for the District of Arizona on Oct. 20, 2011, a first
amended disclosure statement in support of its Creditor Plan for
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/sedona.dkt674.pdf

As reported in the TCR on Sept. 28, 2011, the Debtors asked the
Bankruptcy Court to deny approval of the Disclosure Statement
explaining the Plan of Reorganization proposed by Specialty unless
and until Specialty provides the requisite adequate information
regarding the Creditor Plan.

According to the Debtor, Specialty attempts to tout its proposed
Creditor Plan as a superior alternative to the Debtors' proposed
Second Amended Joint Plan of Reorganization.  However, Specialty's
proposed Creditor Plan is nothing more than a series of vague and
misleading promises with no real proposal for implementation.  The
Creditor Disclosure Statement is devoid of significant material
disclosures that are absolutely necessary to any determination
whether to vote for or against the Creditor Plan.  The Creditor
Disclosure Statement, the Debtor adds, is also misleading in
several material respects.

As reported in the Troubled Company Reporter on Aug. 26, 2011,
Creditors and parties-in-interest Specialty Trust, Inc., Specialty
Mortgage Corporation, and Specialty Financial, have filed a
competing plan of reorganization in the Chapter 11 case of the
Debtors.

According to the explanatory disclosure statement, filed Aug. 9,
2011, the Creditor Plan provides that Specialty will continue to
operate the golf course and club.  The permanent Clubhouse will be
completed and the golf course will remain a private course.  The
creditor plan will propose the retention of strategic partners to
operate the golf course and Club to maximize its profitability and
provide the services to members.

Specialty believes that based on its business plan, it will meet
or exceed the Debtors' projections, and that with Specialty's
$70 million debt extinguished through the exchange of its debt for
equity, the Creditor Plan is much more likely to be successfully
consummated.

The Creditor Plan will initially be funded by a loan from an
entity created specifically to lend up to $14,500,000 to the
Reorganized Debtor for purposes of funding the Creditor Plan and
operating Seven Canyons.  The members of SPE Lender will be
Specialty and Northlight Financial LLC and other investors or
funding sources.

The treatment of claims under the Plan are:

     A. Class 1 (Priority Claims) will be paid in full, in cash,
        on or before the Effective Date.

     B. Class 2A (Allowed Secured Claim of Seven Canyons Recap)
        will be paid in full, with interest at the Plan Rate, over
        a period of 8 years from the proceeds of the sale of Villa
        Fractional interests.

     C. Class 2B (Allowed Secured Claims of Developer Finance)
        will be paid in full, with interest at the Plan Rate, over
        seven years.  Developer Finance will receive quarterly
        interest only payments at the Plan Rate starting 90 days
        after the Effective Date.

     D. Class 2C (Allowed Secured Claims of 7C Clubhouse Lenders)
        will be voided, and its claim will be treated as a general
        unsecured claim in Class 4.  If, the Court determines that
        7CCL's liens are valid, 7CCL's Allowed Secured Claim will
        be paid in full, with interest at the Plan Rate, over
        eight years from the proceeds of the sale of the Villa
        Fractional interests.

     E. Class 2D (Allowed Secured Claims of Specialty Trust) will
        exchange its claim for an equity in Reorganized Debtor.
        As a result, Debtors' estates will be relieved of the
        obligation to pay over $66 Million.

     F. Class 2E (Allowed Secured Claim of Yavapai County) will be
        paid in full within 90 days after the Effective Date.

     G. Class 2F (Allowed Secured Claim of Villas Association)
        will be satisfied by a one-time payment of $100,000 on the
        Effective Date.  The Reorganized Debtor will pay to Villas
        Association $500 per month for each unsold developer unit.

     H. Class 3 (Allowed Unsecured Claims of Club Members) will be
        rejected pursuant to the Creditor Plan.

     I. Class 4 (Allowed General Unsecured Claims) will share
        pro-rata in a distribution of $200,000 plus 50% of the net
        litigation recoveries.

     J. Class 5 (Allowed Claims of Williams Scotsman) will be paid
        $66,000 plus applicable sales tax in exchange for full
        title to the Clubhouse Units.

     K. Class 6 (Allowed Claims of GECC Reorganized Debtor) post-
        petition liabilities with respect to the rejected leases
        will be allowed as a general administrative claim.

     L. Class 7 (Allowed Claims of Colonial Pacific) post-petition
        liabilities with respect to the rejected leases will be
        allowed as a general administrative claim.

     M. Class 8 (Allowed Unsecured Claims of the Villas
        Association) will reclassified as Class 2-F Allowed
        Secured Claims.

     N. Class 9 (Allowed Unsecured Claims of the Road Association)
        will not receive any distribution under the Creditor Plan.

     O. Class 10 (Allowed Unsecured Claims of Seven Canyons Lot
        Holdings) will share, pro-rata, in a distribution of the
        sum of the lesser of $100,000 or the amount of the Allowed
        Unsecured Claims.

     P. Class 11 (Allowed Unsecured Claims of Cavan Related
        Entities) will share, pro-rata, in a distribution of the
        sum of the lesser of $100,000 or the amount of the Allowed
        Unsecured Claims.

     Q. Class 12 (Intercompany Claims by SDP and the Club Against
        Each Other) will be deemed waived and released as against
        each other and neither Debtor will recover anything from
        the other on account of such Intercompany Claims.

     R. Class 13 (Allowed Interests of SDP's Interest Holders)
        will be extinguished on the Effective Date.

A copy of the disclosure statement explaining the Competing Plan
is available at:

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

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.


SHARPER IMAGE: Iconix Snaps Up Assets From PE Duo for $65.6MM
-------------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that Iconix Brand Group
Inc. will add consumer electronics giant The Sharper Image to its
apparel-focused portfolio of brands, announcing on Thursday a
$65.6 million cash agreement with the private equity liquidation
firms that bought Sharper Image's intellectual property and
inventory during its 2008 bankruptcy.

A joint venture led by liquidators Hilco Consumer Capital LLC and
Gordon Brothers Group LLC purchased Sharper Image's IP assets and
store inventory for $49 million in 2008, according to bankruptcy
court documents obtained by Law360.

                      About Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Company's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Company's local Delaware counsel.

An official committee of unsecured creditors was appointed in the
case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it disclosed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor disclosed $52,962,174 in total assets and
$39,302,455 in total debts.

Sharper Image changed its name to "TSIC, Inc." following the going
out of business sales of its assets by a group consisting of
Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco
Merchant Resources, LLC, and Hilco Consumer Capital, LLC.


SHERITT INT'L: DBRS Assigns 'BB' Rating on Sr. Unsecured Notes
--------------------------------------------------------------
DBRS has assigned a provisional rating of BB (high) with a Stable
trend to the senior unsecured notes (the New Senior Unsecured
Notes) to be issued by Sherritt International Corporation
(Sherritt or the Company).  Sherritt indicates that it will use
the proceeds from the notes issue to call and repay its
outstanding $273.5 million of 7.875% senior unsecured debentures
due November 26, 2012 (the 7.875% Notes) and for general corporate
purposes.  DBRS views Sherritt's new debt issuance as a prudent
funding initiative to resolve in a timely manner the Company's
need to fund the maturity of the 7.875% Notes, in light of
potential ongoing uncertainty in commodity and financial markets
over the coming months and, potentially, to help the Company
supplement its existing financial resources as it seeks to
complete its 40%-owned Ambatovy project in Madagascar.

The New Senior Unsecured Notes are being offered by way of a
supplementary prospectus to the Company's short form base shelf
prospectus dated October 21, 2011, filed on SEDAR.  They will rank
equally with Sherritt's other senior, unsecured indebtedness.

The provisional rating is based on DBRS's review of a draft
preliminary prospectus supplement to its short form base shelf
prospectus dated October 21, 2011, as well as Sherritt's public
security document filings, including its Q2 2011 report, 2010
Annual Information Form and its 2010 annual report, and other
information provided by Sherritt to DBRS as of October 25, 2011.

The assignment of final ratings is subject to receipt by DBRS of
final documentation that is consistent with that which DBRS has
already reviewed.


SOLYNDRA LLC: US Trustee Wants Trustee Plea Exhibits Authenticated
------------------------------------------------------------------
U.S. Trustee for Region 3 asks the U.S. Bankruptcy Court for the
District of Delaware to appoint a Chapter 11 trustee, or, in the
alternative, convert the Solyndra LLC, et al.'s cases to that
under Chapter 7 of the Bankruptcy Code.

The Trustee and the Debtors entered into a stipulation to
authenticate the exhibits for the purpose of the Court's
determination with respect to the relief sought.

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

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SOLYNDRA LLC: More Gov't-Backed Solar Firms Face Fin'l Hurdles
--------------------------------------------------------------
Dow Jones Daily Bankruptcy Review reports that several companies
backed by the same Department of Energy loan-guarantee program
that supported bankrupt solar-panel company Solyndra LLC are
facing their own financial challenges, illustrating the flagging
competitiveness of some renewable-energy projects.

                      About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SONJA TREMONT: Files Amended Chapter 11 Plan
--------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that TV star Sonja
Tremont-Morgan on Wednesday filed an amended Chapter 11 plan that
calls for liquidating at least $8.5 million in assets, including
properties in France and Colorado, to pay off a $7 million movie
funding judgment and other obligations.

Like the first plan that Ms. Tremont-Morgan filed in August, the
scheduled liquidation of those assets, including the properties,
personal funds and a divorce payment, would leave the refinancing
or sale of her Manhattan townhouse a last resort, according to
Law360.

New York City-based Sonja Tremont-Morgan filed for Chapter 11
protection on Nov. 17, 2010 (Bankr. S.D.N.Y Case No. 10-16132).
The Debtor disclosed $13,458,749 in assets and $19,839,501 in
liabilities as of the Chapter 11 filing.


SOUTH EDGE: Judge Approves Chapter 11 Plan
------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Bruce A. Markell on Thursday put South Edge LLC one step
closer to exiting Chapter 11 bankruptcy by signing off on the Las
Vegas housing development project's reorganization plan.

According to Law360, Judge Markell approved the plan, which is
underpinned by settlements with a number of building companies and
provides lenders with roughly $330 million in recoveries and
offers unsecured creditors a share of a $1 million fund.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTH PADRE: Plan Confirmed; PlainsCapital Paid Over 18 Months
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
confirmed on Oct. 17, 2011, the plan proposed by South Padre
Investment, LP.

The Secured Creditor, PlainsCapital Bank, who lodged an informal
objection to its treatment in the Plan, per agreement with the
Debtor, will be paid in full when the property is sold, which is
anticipated to occur within 18 months from the date of
confirmation.  During this time, the Debtor will continue to
service the debt on a monthly basis by paying the principal and
interest at the rate of 7% per annum, based upon a 10 year
amortization.  The note will balloon at the end of the 18 month
period.

In the event that the property is not sold within 18 months or if
the Debtor fails to obtain financing, the Debtor will voluntarily
surrender the property to PlainsCapital Bank.

Furthermore, in the event the Debtor fails to make the monthly
principal and interest payments, and the default is not cured
within a 10 day period, PlainsCapital Bank will be allowed to
proceed with foreclosure.

The Court also appointed Kevin Burke Disbursing Agent under the
Amended Plan.

A copy of the confirmation order is available for free at:

          http://bankrupt.com/misc/southpadre.dkt75.pdf

On Sept. 21, 2011, the Bankruptcy Court entered an agreed order
approving the Debtor's amended disclosure statement in support of
its plan.  The amended disclosure statement had been agreed to by
the Debtor's single largest secured creditor.

A copy of the amended disclosure statement is available for free
at http://bankrupt.com/misc/southpadre.dkt67.pdf

As reported in the TCR on June 27, 2011, South Padre Investment,
LP, filed with the U.S. Bankruptcy Court for the Southern District
of Texas on June 22, 2011, a disclosure statement describing its
Plan of Reorganization.

The Debtor's Plan contemplates selling real assets as needed, to
service secured debt or eliminate secured debt.  All creditors
with claims against the Debtor will receive distributions from the
Debtor's operation and the Debtor's estate.

The Plan designates 3 Classes of Claims.  Classes 1 and 2 are
unimpaired.

As described in the Plan, Debtor will be revested with the
property of the estate after the Plan is confirmed and the
revested Debtor will continue to operate the business of Debtor
and attempt to sell assets of the estate.  The revested Debtor
will not be entitled to any distributions, other than ordinary
salaries and wages to employees and business expenses, under the
Plan until such time as the allowed claims of the creditors have
been paid.

The Class 3 Claim of PlainsCapital Bank, owed $4,600,000, will be
paid in full when the property is sold, which is anticipated to
occur within one (1) year from the date of confirmation.  In the
event the property is not sold within one year from the date of
confirmation, the Debtor will voluntarily surrender the property
to the secured creditor or alternatively obtain financing from
another source to eliminate the debt of this secured creditor.

A copy of the Disclosure Statement is available at:

            http://bankrupt.com/misc/southpadre.DS.pdf

South Padre Investment, LP, is engaged in real estate investment.
The Company filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 11-20056) on Jan. 29, 2011, in Corpus Christi, Texas.  Judge
Richard S. Schmidt presides over the case. James S. Wilkins, Esq.,
at Willis & Wilkins, in San Antonio, Texas, serves as bankruptcy
counsel to the Debtor.  The Debtor disclosed $17,266,680 in assets
and $4,722,882 in liabilities as of the Petition Date.

Michael Flume, at Flume Law Firm, LLP, in San Antonio, Texas,
represents PlainsCapital Bank as counsel.


SOUTHERN MONTANA: May Face Chapter 11 Case Dismissal Push
---------------------------------------------------------
American Bankruptcy Institute reports that Southern Montana
Electric Generation & Transmission Cooperative Inc. could have its
chapter 11 case dismissed before it takes any steps in bankruptcy
protection.

                      About Southern Montana

Based in Billings, Montana, Southern Montana Electric Generation &
Transmission Cooperative Inc. was formed to serve five other
electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000, the website says. In addition to Great
Falls, the service area includes suburbs of Billings, Montana.

As reported in the Troubled Company Reporter on Oct. 27, 2011,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
Southern Montana Electric Generation & Transmission
Cooperative Inc. filed a bare-bones Chapter 11 petition (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21 in Butte, Montana, saying
assets and debt both exceed $100 million.

PPL Energy Plus LLC, with a $7.6 million disputed claim under a
power-purchase agreement, is listed the unsecured creditor with
the largest claim.

The electric distribution cooperative is represented by Jon E.
Doak of Doak & Associates.


SPRINGLEAF FINANCE: Bank Debt Trades at 9% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Springleaf Finance
is a borrower traded in the secondary market at 90.64 cents-on-
the-dollar during the week ended Friday, Oct. 28, 2011, an
increase of 1.52 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
10, 2017, and carries Moody's B2 rating and Standard & Poor's 'B+'
rating.  The loan is one of the biggest gainers and losers among
105 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Springleaf

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.  In addition, Fitch has taken
the following rating actions:

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.


STRATEGIC AMERICAN: To Amend 2010 Annual Report
-----------------------------------------------
The Chief Executive Officer and Chief Financial Officer of
Strategic American Oil Corporation concluded that the Company's
financial statements for its year ended July 31, 2010, should no
longer be relied upon due to an error that impacted the Company's
consolidated balance sheet, consolidated statement of operations
and consolidated statement of cash flows.

The error involved the Company treating certain warrant
modifications (the fair value of which was $743,189) as deemed
dividends rather than as a warrant modification expense.  The
Company intends to file with the SEC an amended Form 10-K to
correct this error.

The Company's Chief Executive Officer and Chief Financial Officer,
authorized officers of the Company, discussed this filing with the
Company's auditors.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

The Company's balance sheet at April 30, 2011, showed $17.51
million in total assets, $11.69 million in total liabilities and
$5.82 million in total stockholders' equity.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


SUMMER VIEW: Receiver Clyde Holland Ordered to Turnover Assets
--------------------------------------------------------------
The Hon. Alan M. Ahart of the U.S. Bankruptcy Court for the
Central District of California directed Clyde Holland of Holland
Residential, the receiver appointed by Los Angeles Superior Court,
to turn over the property of Summer View Sherman Oaks, LLC.

In this regard, the Court denied U.S. Bank National Association's
motion for relief from turnover of property, and to the extent
necessary for relief from automatic stay against the Debtor's
assets.

The Court also terminated the receivership.

As reported in the Troubled Company Reporter on Sept. 23, 2011,
the Debtor said that there was no necessity to appoint a receiver
and his management company, had the U.S. Bank approved appointment
of the reputable local management company in March 23, 2011, when
the Debtor requested it.

                About Summer View Sherman Oaks LLC

The West Hollywood, California-based Summer View Sherman Oaks LLC,
aka Summer View Sherman Oaks Apartments LLC, a single-asset real
estate company, is the owner of a 169-unit apartment building
locate at 15353 Weddington Street, in Sherman Oaks, California.
The Company filed for bankruptcy under Chapter 11 (Bankr. C.D.
Calif. Case No. 11-19800) on Aug. 15, 2011.  Judge Alan M. Ahart
presides over the case.  Terry D. Shaylin, Esq., at Karasik Law
Group, LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $23,228,304 in assets and $16,535,378 in liabilities as
of the Chapter 11 filing.  The petition was signed by Sonia Sobol,
member.


SYNOVUS FINANCIAL: S&P Affirms 'BB-' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Synovus
Financial Corp. (Synovus) and its banking subsidiary Synovus Bank
(formerly known as Columbus Bank And Trust Co. Georgia) to
negative from stable. Standard & Poor's also said that
it affirmed its 'BB-' and 'BB+/B' counterparty credit ratings on
Synovus Financial and Synovus Bank.

"The outlook revision reflects our expectation of a weaker U.S.
economic recovery than we had anticipated and continued economic
sluggishness, especially in Synovus' existing Southeastern
markets," said Standard & Poor's credit analyst Dan Teclaw. "We
believe that this will preclude the company's return to more
robust and sustainable profitability until the second half of
2012."

Synovus' performance results continue to significantly lag other
regional banks, largely as a result of the challenging economic
conditions and their negative impact on the company's material
commercial real estate exposures.

"We expect that weak loan demand and continuing low asset yields
will suppress Synovus' net interest income growth for the near to
medium term, and material credit costs will continue to weigh on
its mediocre fundamental earnings," S&P related.

Management reported net profit of $30 million for the third
quarter: The company generated $119 million of pretax preprovision
income versus $138 million of net charge-offs (NCOs) (although it
had previously set aside specific reserves for many of the NCOs).
Securities gains ($62 million) and reserve releases ($36 million)
bolstered the results. Synovus' core profitability, which excludes
these nonrecurring items, clearly shows that the company's
earnings capacity is still struggling.

Challenging economic conditions continue to drive nonperforming
loan inflows at a material level. Although the third-quarter
levels are 50% less than the 2010 levels, which in turn were 50%
less than the 2009 levels, the new nonperforming loan inflows are
still more than $200 million per quarter. "The protracted economic
weakness in the Southeast could stall or reverse Synovus'
improving trends, in our view, thereby necessitating incremental
charge-offs and provisions," S&P said.

Synovus' fundamental earnings profile is fairly weak, given its
heavy reliance on net interest income (80% of revenues). The
company generates approximately $480 million of pretax
preprovision earnings annually. "Until interest rates
begin to rise, reductions in expenses will continue to provide
most of the company's fundamental earnings improvements, in our
opinion," S&P related.

"We continue to view Synovus' capital measures as a weakness to
the rating. Standard & Poor's risk-adjusted capital adequacy ratio
for Synovus was 6.5% as of June 30, 2011, which ranks Synovus in
the lowest quartile of our rated regional banks. The ratio of
tangible common equity to tangible assets of 6.56% as of September
is also on the low end, compared with our rated regional banks',
which typically exceeds 7%," S&P related.

The bank subsidiary is under a memorandum of understanding that
requires a higher leverage ratio of 8% (versus the standard 5%),
which it comfortably exceeded at 10.45% in September 2011. "The
company still has to repay $945 million of Troubled Asset Relief
Program preferred stock to the U.S. Treasury, which we do not
expect to occur until late 2012, at the earliest," S&P said.

"The negative outlook reflects our view that Synovus' credit
quality ratios will show slower improvement trends in the near to
medium term," said Mr. Teclaw. "If Synovus fails to return to a
more robust and sustainable profitability in the second half of
2012, we could lower the ratings. Also, since we believe that
Synovus' capital is relatively weak, if the company's ratio of
tangible common equity to tangible assets appears that it will
drop below 6.25%, and we believe it will remain depressed for an
extended period, we could lower the ratings. However, if the
company's credit metrics continue to improve or if its net losses
moderate substantially without the benefit of reserve releases, we
could revise the outlook to stable. We do not anticipate a
positive rating action without significant capital improvement and
a return to sustainable core profitability due to better credit
quality trends," said Mr. Teclaw.


TRAVELPORT INC: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport Inc is
a borrower traded in the secondary market at 86.70 cents-on-the-
dollar during the week ended Friday, Oct. 28, 2011, an increase of
2.51 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2015, and
carries Standard & Poor's B rating.  The loan is one of the
biggest gainers and losers among 105 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
net revenue for the six months ended June 30, 2011, compared with
net income of $1 million on $1.056 billion of net revenue for the
same period of 2010.  Results for the six months ended June 30,
2011, includes gain of $312 million, net of tax, from the sale of
sale of the Gullivers Travel Associates ("GTA") business to Kuoni
Travel Holdings Limited ("Kuoni").  The sale was completed on May
5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed $3.680
billion in assets, $4.136 billion in total liabilities, and a
stockholders' deficit of $456 million.


TRIBUNE CO: Wins Approval of IRS Pension Claim Settlement
---------------------------------------------------------
Judge Kevin Carey permitted Tribune Co. and its affiliates to
enter into a settlement with the U.S. Department of the Treasury,
Internal Revenue Service, to resolve certain pension-related tax
claims for $7 million.

Tribune will pay $7 million to the IRS in full satisfaction of
the IRS's Claim No. 6254 as priority claim for excise taxes under
Section 4975 of the Internal Revenue Code for the period ending
December 31, 2007 in an amount totaling $37,500,000, together
with interest accrued thereon.  The IRS will amend the Claim and
release it against Tribune.

All other claims of the IRS against Tribune that may be asserted
under Section 4975 of the Internal Revenue Code in connection
with Tribune's sale of 8,928,571 shares to the Employee Stock
Option Plan on April 1, 2007 or Tribune's loan of $250,000,000 to
the ESOP, as set forth in Claim No. 6254, are disallowed.

The Debtors or the Court-appointed claims and noticing agent are
authorized to modify the claims register maintained in these
Chapter 11 cases to reflect the allowance and treatment of the
Pension Claim in accordance with the IRS Pension Claim
Settlement.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or  215/945-7000)


TRIBUNE CO: Court Dismisses Actions Seeking to Recover $468,000
---------------------------------------------------------------
Judge Kevin Carey authorized the Official Committee of Unsecured
Creditors in Tribune Co.'s cases to dismiss 15 threshold insider
preference actions seeking to recover $468,468.

The dismissed Threshold Insider Preference Actions are:

Adversary                                      Amount of
Defendant                   Case No.               Claim
---------                   ---------          ---------
William C. O'Donovan         10-55652            $48,194
Justo Rey                    10-55630             48,194
Henry M. Segal               10-55640             43,542
Judith A. Juds               10-55748             41,682
Anne S. Kelly                10-55751             41,353
Michael E. Weiner            10-55679             39,642
Robert Christie              10-55728             31,091
Chris L. Fricke              10-55726             28,800
Feli M. Wong                 10-55668             28,800
Karlene W. Goller            10-55739             26,440
Robin A. Mulvaney            10-55789             26,440
Charles F. Ray               10-55626             20,180
Patricia G. Cazeaux          10-55727             20,180
Sharon A. Silverman          10-55649             20,180
Laura L. Tarvainen           10-55644              3,750

The Creditors' Committee will file a copy of this order on the
docket of each of the Threshold Insider Preference Actions and
the filing will be considered sufficient notice of dismissal of
the associated adversary proceeding pursuant to Rule 41 of the
Federal Rules of Civil Procedure.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or  215/945-7000)


TRIBUNE CO: Chicago Tribune Sees Drop in Ads, Cash Flow Falls
-------------------------------------------------------------
The Chicago Tribune said its operating cash flow is 24% below its
business plan for the first nine months of the year and revenue
is 3% below budget because of a continued drop in advertising,
Lynne Marek of Crain's Chicago Business reported.

Chicago Tribune Media Group Chief Operating Officer Vince
Casanova, in an internal memo to employees, blamed the poor
performance on the company's national advertising, which saw an
almost 30% drop from the year-earlier period, the report relayed.
"We need a strong fourth-quarter finish," Mr. Casanova told the
employees in the memo, urging them to capitalize on every sales
opportunity, the report said.

Mr. Casanova also highlighted in the memo Tribune's third quarter
achievements, including redesigning its Web site and winning a
contract to print the Chicago Sun-Times, the report added.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or  215/945-7000)


TXU CORP: Bank Debt Trades at 32% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 67.73 cents-on-the-dollar during the week
ended Friday, Oct. 28, 2011, an increase of 1.11 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 105 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 26% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 73.74 cents-on-the-dollar during the week
ended Friday, Oct. 28, 2011, an increase of 1.11 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014.  The unrated loan is one of
the biggest gainers and losers among 105 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.  EFH Corp. was created in October
2007 in a $45 billion leverage buyout of Texas power company TXU
in a deal led by private-equity companies Kohlberg Kravis Roberts
& Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNI-PIXEL INC: Expands Design & Sampling Program for OEM
--------------------------------------------------------
UniPixel, Inc., has introduced an expanded design and sampling
program for OEM, display and touch panel manufacturers interested
in evaluating its UniBoss transparent conductive film technology
and products.

UniPixel introduced UniBoss at the SID conference in late May of
2010.  The company has since further developed the technology and
is now offering a higher performance, lower cost alternative to
ITO transparent conductors.  Several leading electronic
manufacturers have been evaluating the UniBoss films over the last
couple of months.  The positive results from early evaluations are
leading UniPixel to expand its design and sampling program.

Reed Killion, UniPixel's president and CEO, commented: "The
UniBoss sampling program allows interested parties to submit their
touch-sensor design and work with the UniPixel Engineering Team to
experience and see firsthand the advantages the UniBoss touch
sensor offers over the ITO standard and other ITO replacement
alternatives.  UniBoss' traces of conductive copper provide
increased performance characteristics over ITO and ITO alternative
films in terms of light transmission, flexibility, reliability,
durability and environmental stability, while offering
conductivity levels of .012ohm/sq. compared to 100-400ohm/sq. of
ITO and competing alternatives.

UniPixel has signed a non-disclosure and material transfer
agreement with approximately 10 companies that have submitted
requests for design and sampling of UniBoss enabled touch sensor
solutions.  "We have sampled four of the companies thus far," said
Killion.  "We are working with Japanese, Korean, Taiwan and U.S.-
based OEM, Display Panel and Touch Panel module electronic
manufacturers. Some of these companies are also sampling our
Diamond Guard protective cover glass replacement solution."

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $3.81 million on $243,519 of
thin film revenue for the year ended Dec. 31, 2010, compared with
a net loss of $5.37 million on $0 of thin film revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $10.93
million in total assets, $64,742 in total liabilities and $10.86
million total shareholders' equity.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.


UNISYS CORP: Files Form 10-Q, Posts $83.7-Mil. Net Income in Q3
---------------------------------------------------------------
Unisys Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $83.70 million on $1.02 billion of revenue for the three months
ended Sept. 30, 2011, compared with net income of $29.20 million
on $960.60 million of revenue for the same period during the
previous year.

The Company also reported net income of $42.30 million on
$2.86 billion of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $140.20 million on $2.97 billion of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.56
billion in total assets, $3.16 billion in total liabilities and a
$594.50 million total stockholders' deficit.

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

                        http://is.gd/kuZ2mU

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on Oct. 18, 2011, Fitch Ratings has
affirmed and withdrawn the 'BB-' long-term Issuer Default Rating
of Unisys Corporation.  Fitch has decided to discontinue the
rating, which is uncompensated.


U.S. STEEL: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
United States Steel Corporation (U.S. Steel; NYSE: X) at 'BB'.

The Rating Outlook has been revised to Negative from Stable to
reflect further weakness in the domestic and European steel
markets expected to persist into 2012.

Fitch believes that free cash flow could be negative in the range
of $1 billion for 2011 following negative free cash flow of $1
billion in 2010 and $736 million (after of $147 million of capital
expenditures by variable interest entities) in 2009.  While
management has a high degree of control over its raw materials,
the company has a large fixed cost base and capacity utilization
in North America has been less than 80%, thereby pressuring
earnings and cash flow.  There is no visibility into when capacity
utilization in the region will show material improvement and
indications are for a weak fourth quarter.

The ratings reflect solid liquidity, weak market conditions in
domestic flat-rolled and in Europe, and weak earnings and cash
flow. Fitch believes that U.S. Steel will revert to an average
annual EBITDA of $2 billion but that it may take as long as 2013
to realize.

Operating EBITDA is expected to be about $900 million for the year
compared with $520 million for 2010 and a loss of $1.1 billion for
2009.  Debt at Sept. 30, 2011 was $4 billion.

Liquidity is adequate with cash on hand at quarter-end at $270
million; the $875 million inventory revolving credit facility
available up to the amount above which the fixed charges coverage
ratio requirement is applicable ($787.5 million) and $550 million
of the $625 million accounts receivable facility was available.
The inventory facility expires July 20, 2016, and the receivables
facility expires July 18, 2014.  The revolver has a 1.00:1.00
fixed charges coverage ratio requirement only at such times as
availability under the facility is less than the greater of 10% of
the total aggregate commitments and $87.5 million.

As of Dec. 31, 2010, scheduled maturities of debt were $216
million in 2011 and $20 million in 2012, and $300 million in 2013,
$863 million in 2014, and $150 million in 2015.  In 2011, $196
million of the maturities relate to environmental revenue bonds
which the company agreed to refund of refinance in conjunction
with its separation from Marathon Oil Corporation in 2001.  The
$863 million due in 2014 is an out-of-the-money convertible issue.
Capital expenditure guidance for 2011 is $860 million.  Fitch
expects interest expense in the range of $220 million to $230
million.

A review of the ratings would be warranted should liquidity
deteriorate beyond current expectations or if results are weaker
than expected.

Fitch has affirmed the following ratings and the Outlook revised
to Negative:

  -- Long-term IDR at 'BB';
  -- Senior secured credit facility at 'BB+'; and
  -- Senior unsecured notes at 'BB'.


USAM CALHOUN: Amends List of Largest Unsecured Creditors
--------------------------------------------------------
USAM Calhoun Land, LLC, has filed with the U.S. Bankruptcy Court
for the Western District of Texas an amended list of its largest
unsecured creditors.  The previous list had only two creditors,
while the new list consists of seven creditors.  Adams Surveyors
was taken out of the list, while Robin Lieberman, Jack H.
Lieberman, Adams Surveying, Steven L. Adams, the Internal Revenue
Service, and Advanced Appraisal Group were added to the list.

The Debtor's Amended List of Its Seven Largest Unsecured
Creditors:

  Entity                          Nature of Claim    Claim Amount
  ------                          ---------------    ------------
Robin Lieberman
70 Tiburon
The Hills, TX 78738                     Loan          $125,000

Jack H. Lieberman
1310 RR 620 South, Suite C15
Austin, TX 78734                        Loan          $125,000

REDC Inc.
One Mauchly
Irvine, CA 91268                   Marketing Work      $75,000

Adams Surveying                      Land Survey        $4,059

Steven L. Adams                      Land Survey        $3,500

Internal Revenue Service                Taxes           $2,000

Advanced Appraisal Group               Services         $1,800

SAM Calhoun Land LLC filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 11-12232) on Sept. 6, 2011, in Austin.  James V.
Hoffner, Esq., at Graves, Dougherty, Hearon & Moody, P.C. serves
as counsel to the Debtor.  According to its schedules, the Debtor
disclosed $15,500,000 in total assets and $10,949,093 in total
liabilities.


UTEX COMMUNICATIONS: AT&T Texas Wants Case Converted to Chapter 7
-----------------------------------------------------------------
As reported in the TCR on Sept. 29, 2011, the U.S. Bankruptcy
Court for the Western District of Texas, in a ruling entered
Sept. 21, 2011, denied all of UTEX Communications Corp. d/b/a
FeatureGroup IP's objections to Southwestern Bell Telephone
Company d/b/a AT&T Texas' prepetition claim in the amount of
$9,570,642.76 and its post-petition administrative claims against
the Debtor's estate.

Following this ruling, on Oct. 5, 2011, AT&T Texas asked the
Bankruptcy Court to convert the Debtor's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

AT&T contends that UTEX does not have the ability to pay AT&T
Texas' pre- and post-petition claims.  AT&T avers that its
administrative claim is now more than $224,000, which amount
increases monthly as AT&T Texas continues to provide services to
UTEX.

Moreover, AT&T Texas says UTEX cannot confirm a plan unless AT&T
Texas' over $9.5 million valid pre-petition claim is fully paid.

In view of the foregoing,AT&T Texas believes that UTEX's case
should be converted to Chapter 7 pursuant to Section 1112(b) of
the Bankruptcy Code.

A copy of the motion to convert is available for free at:

             http://bankrupt.com/misc/utex.dkt263.pdf

Counsel for AT&T Texas may be reached at:

         David A. Rosenzweig, Esq.
         FULBRIGHT & JAWORSKI L.L.P.
         666 Fifty Avenue
         New York, NY 10103-3198
         Tel: (212) 318-3000
         Fax: (212) 318-3400
         E-mail: drosenzweig@fulfright.com

              - and -

         Frank R. Monroe, Esq.
         James V. Hoeffner, Esq.
         GRAVES, DOUGHERTY, HEARON & MODDY P.C.
         401 Congress Avenue, Suite 2200
         Austin, TX 78701
         Tel: (512) 480-5707
         Fax: (512) 480-5886
         E-mail: fmonroe@gdhm.com
                 jhoeffner@gdhm.com

                    About UTEX Communications

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, is a Competitive Local Exchange Carrier.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Texas Case No.
10-10599) on March 3, 2010.  Joseph D. Martinec, Esq., at
Martinec, Winn, Vickers & McElroy, P.C., in Austin, Tex.,
represents the Debtor in its restructuring effort.  The Company
estimated assets at $100 million to $500 million and debts at
$10 million to $50 million.


VALENCE TECHNOLOGY: Borrows $2 Million from Berg & Berg
-------------------------------------------------------
Berg & Berg Enterprises, LLC, loaned $2,000,000 to Valence
Technology, Inc., on Oct. 24, 2011.  In connection with the loan,
the Company executed a promissory note in favor of Berg & Berg.
The Promissory Note is payable on Jan. 15, 2012, and bears
interest at a rate of 3.5% per annum.

On Oct. 26, 2010, the Company's Board of Directors authorized the
Company to engage in financing transactions (including either
loans or the sale of shares) with Berg & Berg, Carl E. Berg, or
their affiliates from time to time in an aggregate amount of up to
$10,000,000, if, and when needed by the Company, and as may be
mutually agreed.  The $2,000,000 promissory note was made pursuant
to this authorization and following such transaction, $4,000,000
remains available under this authorization.

The managing member of Berg & Berg is Carl E. Berg, who is the
Chairman of the Company's Board of Directors and the principal
stockholder of the Company.

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$44.74 million in total assets, $90.58 million in total
liabilities, $8.61 million in redeemable convertible preferred
stock, and a $54.45 million total stockholders' deficit.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VITRO SAB: Judge Denies Protection From $1.35B Bondholder Lawsuit
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Vitro S.A.B.'s
bondholders scored a victory when a bankruptcy judge denied the
Mexican glass maker's request for protection from their $1.35
billion lawsuit.

                         About Vitro SAB

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

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

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

           Concurso Mercantil & Chapter 15 Proceedings

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

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push
through a plan to buy back or swap US$1.2 billion in debt from
bondholders based on the vote of US$1.9 billion of intercompany
debt when third-party creditors were opposed.  Vitro as a result
dismissed the first Chapter 15 petition following the ruling by
the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

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

                     Chapter 11 Proceedings

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

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

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

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No.
10- 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-
47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-
47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-
47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-
47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-
47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

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

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

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

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


VYCOR MEDICAL: Files 2nd Amendment to 2009 & 2010 Annual Reports
----------------------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No.2 to its Annual Reports on Form 10-K for
the years ended Dec. 31, 2009, and Dec. 31, 2010.

The Company's restated statement of operations reflects a net loss
of $1.16 million on $199,046 of revenue for the year ended
Dec. 31, 2009, compared with a net loss of $1.14 million on
$199,046 of revenue as originally reported.  The Company's
restated statement of operations also reflects a net loss of $1.98
million on $316,450 of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.96 million on $316,450 of revenue a
originally reported.

The Company's amended balance sheet at Dec. 31, 2010, showed $2.15
million in total assets, $2.06 million in total liabilities and
$88,714 in total stockholders' equity, compared with $1.61 million
in total assets, $2 million in total liabilities and a $393,725
stockholders' deficit as previously disclosed.

A full-text copy of the 2009 Annual Report, as amended, is
available for free at http://is.gd/cPoL4C

A full-text copy of the 2010 Annual Report, as amended, is
available for free at http://is.gd/AqlDsg

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

The Company's balance sheet at June 30, 2011, showed $4.7 million
in total assets, $2.8 million in total liabilities, and a
stockholders' deficit of $1.9 million.

As reported in the TCR on April 11, 2011, Paritz & Company, P.A.,
in Hackensack, New Jersey, expressed substantial doubt about Vycor
Medical's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred a loss since inception, has a net accumulated
deficit and may be unable to raise further equity.


VYCOR MEDICAL: Amends 93.6 Million Common Shares Offering
---------------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No.1 to Form S-1 registration statement
relating to the offering by MKM Opportunity Master Fund, Limited,
Andrew Mitchell, Matthew Balk, et al., of up to 93,602,221 shares
of the Company's common stock, par value $0.0001 per share.  The
Company will not receive any proceeds from the sale of common
stock.

The selling stockholders have advised the Company that they will
sell the shares of common stock from time to time in broker's
transactions, in the open market, on the OTC Bulletin Board, in
privately negotiated transactions or a combination of these
methods, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated
prices.  The Company will pay the expenses incurred to register
the shares for resale, but the selling stockholders will pay any
underwriting discounts, commissions or agent's commissions related
to the sale of their shares of common stock.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "VYCO.OB".  On Oct. 21 , 2011, the closing sale
price of the Company's common stock was $0.03 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/Q8J79X

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

The Company's balance sheet at June 30, 2011, showed $4.7 million
in total assets, $2.8 million in total liabilities, and a
stockholders' deficit of $1.9 million.

As reported in the TCR on April 11, 2011, Paritz & Company, P.A.,
in Hackensack, New Jersey, expressed substantial doubt about Vycor
Medical's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred a loss since inception, has a net accumulated
deficit and may be unable to raise further equity.


WASHINGTON LOOP: Wants Court to Authorize Short Term Funding
------------------------------------------------------------
Louis X. Amato, Chapter 11 Trustee in the case of Washington Loop,
LLC, in an amended motion, asked the U.S. Bankruptcy Court for the
Middle District of Florida for authorization to obtain
postpetition financing (which would afford the DIP lender a
priming lien and superpriority administrative expense claim) on an
interim basis only to the extent necessary to meet the Debtor's
short-term funding needs.

The trustee related that it has requested that the Court correct
the amended interim order on motion to obtain postpetition
financing to reflect that the relief requested in the DIP Finance
motion is only denied as to the ore tenus amended request to
obtain DIP financing to fund the Debtor's short-term Interim
Budget cash needs, and making clear that the DIP Finance Motion
(wherein the Debtor has ultimately requested the approval of up to
$3.5 million in postpetition financing on a priming lien or
superpriority basis) otherwise remains viable.

The trustee related that the Debtor's members agreed to fund the
Debtor's Interim Budget cash needs through a capital call.

Previously, the Hon. Jeffery P. Hopkins approved the motion, as
amended ore tenus, authorizing the Robinson Estate to meet the
Debtor's interim cash needs through the advance of a capital
contribution in the amount of $308,394 approved contingent on the
condition subsequent of this Court's approval of the capital
structure.

As an alternative to the capital contribution, the Debtor can make
a capital call in accordance with the Debtor's amended operating
agreement, as it may have been amended, subject to the
determinations of the ownership interests reflected in the Equity
Summary.

On Oct. 7, the trustee, notified the Court of his withdrawal,
without prejudice, of the Debtor's motion for authority to obtain
post-petition financing.

                         ROBI's Objection

ROBI1956, LLC, asked the Court to deny the trustee's amended
motion to obtain postpetition financing.

ROBI is the holder of, without limitation, a Judgment of
Foreclosure authorizing the sale of Debtor's real estate
collateral and a first priority lien upon all of the real estate
directly owned by the Debtor.

According to ROBI, when the Debtor filed the financing motion,
instead of seeking only to cure outstanding defaults, it requested
authority to incur $3,500,000 in new debt at 12% interest.

ROBI asserted that, among other things:

   -- this is far from an injection of new equity -- it seems that
   the management was seeking only to worsen the position of
   current creditors;

   -- the financing proposed also requires the payment of a
   $35,000 origination fee, an amount that is more than double the
   Debtor's monthly income; and

   -- there is no indication that ROBI's lien will be adequately
   protected in the proposed subordination.

Upon information and belief, ROBI continued, a member of the
Debtor has offered to infuse significant additional capital into
the Debtor, and such infusion would not carry the same
subordination of creditors that the Debtor's financing motion
seeks.

ROBI is represented by:

         Andrew C. Ozete, Esq.
         BAMBERGER, FOREMAN, OSWALD & HAHN, LLP
         20 NW Fourth Street, Suite 708
         P.O. Box 657
         Evansville, IN 47704-0657
         Tel: (812) 425-1591

The trustee is represented by:

         Steven M. Berman, Esq.
         Hugo S. deBeaubien, Esq.
         SHUMAKER, LOOP & KENDRICK, LLP
         101 E. Kennedy Blvd., Suite 2800
         Tampa, FL 33602
         Tel: (813) 229-7600
         Fax: (813) 229-1660
         E-mails: sberman@slk-law.com
                  bdebeaubien@slk-law.com

                      About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, operates an
aggregate mine in Charlotte County, Florida.  The Company owns two
parcels of real property and improvements -- the Loop Property and
the Mirror Lakes Property -- which, together, comprise roughly 474
adjoining acres in Punta Gorda, Charlotte County.  The Company
filed for Chapter 11 bankruptcy protection on March 31, 2011
(Bankr. M.D. Fla. Case No. 11-06053).  Judge Jeffery P. Hopkins
presides over the case. Steven M. Berman, Esq., and Hugo S.
deBeaubien, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa,
Fla., represent the Debtor as counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case No.
10-27981) by order of the Court entered on March 17, 2011.  In the
prior Chapter 11 case, the Debtor's Schedule F, as filed under
penalty of perjury, listed some 34 general unsecured creditors
totaling claims of $1,953,354.  All Schedule F debts were listed
as non-contingent, liquidated, and undisputed.

The Debtor now declares that all Schedule F debts are
unliquidated.  These schedules were filed no less than two weeks
after the dismissal of the prior Chapter 11 case, and only six
weeks after the Debtor filed its Schedule F in that case.

Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop, filed separate requests to convert the Debtor's
2011 Chapter 11 reorganization case to Chapter 7 liquidation.

Washington Loop filed with the Court a Chapter 11 plan and an
explanatory disclosure statement on Aug. 18, 2011.  The Troubled
Company Reporter published a summary of the Plan in its Sept. 6,
2011 edition.  The Plan is a reorganization plan accomplished
through the continuation of the Debtor's primary business: the
mining of the 750-acre property in Punta Gorda, Florida.  The
Debtor seeks to accomplish payment under the Plan primarily from
the proceeds of the sale of mining materials and or the refinance
of the Washington Loop Property.

The Plan proposes to pay secured creditors -- ROBBIE, Mirror Lakes
V, Mike Treworgy and Wells Fargo Equip Finance -- the present
value of their claim at a market interest rate over an 84-month
period through net income generated from the mining operation and
through a sale or refinance of the Washington Loop Property.  The
Effective Date of the proposed Plan is Dec. 15, 2011.  The first
payment due under the plan is Jan. 15, 2012.  Allowed Class 8
General Unsecured Claims will receive 100% of their allowed claim
on or before the 84th month following the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76c8

On Sept. 19, 2011, the Court appointed of Louis X. Amato as
Chapter 11 trustee, which is represented by Shumaker, Loop &
Kendrick, LLP.


WASHINGTON MUTUAL: Trustee Amends Equity Security Holders Panel
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, filed with the
U.S. Bankruptcy Court for the District of Delaware a seventh
amendment to appointed members of the Committee of Equity Security
Holders in the Chapter 11 cases of Washington Mutual, Inc., et al.

The Committee now consists of:

         1. Michael Willingham
         2. Ho Pham
         3. James Scott

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


W.R. GRACE: Reports Third Quarter 2011 Financial Results
--------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced third quarter earnings of
$81.3 million, or $1.07 per diluted share.  Comparable earnings
for the prior-year quarter were $54.9 million, or $0.74 per
diluted share.  Adjusted EPS of $1.16 per diluted share increased
52.6 percent from $0.76 per diluted share in the prior-year
quarter.

Earnings for the nine months ended September 30, 2011, were
$211.3 million, or $2.80 per diluted share, compared with
$162.2 million, or $2.17 per diluted share, in the prior-year
period.  Adjusted EPS of $3.06 per diluted share increased 54.5
percent from $1.98 per diluted share in the prior-year period.

"I am pleased with our performance this quarter.  Our earnings
growth reflects the high value of our products and the success of
our business teams in responding to changing customer requirements
and changes in our operating environment," said Fred Festa,
Grace's Chairman, President and Chief Executive Officer.  "We are
focused on finishing 2011 strong and are well positioned for the
challenges of 2012."

                     Third Quarter Results

Third quarter net sales of $864.2 million increased 26.7 percent
compared with the prior-year quarter net sales of $682.1 million.
The increase was due to improved pricing (+18.0 percent),
favorable currency translation (+6.6 percent), and higher sales
volumes (+2.1 percent).  Sales in the emerging regions grew
13.7 percent.

Gross profit was $315.5 million, an increase of 28.5 percent
compared with the prior-year quarter.  Gross margin of 36.5
percent improved 50 basis points compared with the prior-year
quarter.  The increase in gross margin was primarily due to
improved pricing, which more than offset higher raw materials
costs.  Gross margin decreased 30 basis points from the 2011
second quarter.

Adjusted EBIT was $141.9 million, an increase of 55.3 percent
compared with $91.4 million in the prior-year quarter.  Adjusted
EBIT margin was 16.4 percent compared with 13.4 percent in the
prior-year quarter.  The increase in Adjusted EBIT was primarily
due to the increase in sales and improved gross margin compared
with the prior-year quarter.

Adjusted EBIT ROIC was 34.2 percent on a trailing four-quarter
basis compared with 25.9 percent for the prior-year quarter.

                         Grace Davison
       Sales up 29 %; Segment operating income up 48.7%

Third quarter sales for the Grace Davison operating segment, which
includes specialty catalysts and materials used in a wide range of
industrial applications, were $591.2 million, an increase of
29.0 percent compared with the prior-year quarter.  The increase
was due to improved pricing (+25.3 percent) and favorable currency
translation (+7.1 percent), which more than offset lower sales
volumes (-3.4 percent).

Sales of this operating segment are reported by product group as
follows:

    * Refining Technologies -- sales of catalysts and chemical
      additives used by petroleum refineries were $300.8
      million, an increase of 58.6 percent compared with the
      prior-year quarter.  Sales in this product group were
      favorably affected by improved pricing and favorable
      currency translation, partially offset by lower sales
      volumes.  The price increases included surcharges
      implemented to offset the rising cost of rare earth raw
      materials and higher pricing on new FCC catalyst
      technologies that provide enhanced value-in-use.
      Customers continue to adopt Grace's lower rare earth
      products developed to mitigate the significantly higher
      cost of rare earths without sacrificing performance.
      Nearly 70 percent of customers have reformulated to lower
      at least one of the Company's rare earth products.

    * Materials Technologies -- sales of engineered materials,
      coatings and sealants used in industrial and packaging
      applications were $184.3 million in the third quarter, an
      increase of 7.5 percent compared with the prior-year
      quarter.  Sales in this product group were favorably
      affected by favorable currency translation and price
      increases implemented to offset rising raw materials
      costs, partially offset by lower sales volumes.

    * Specialty Technologies -- sales of highly specialized
      catalysts, materials and equipment used in unique or
      proprietary applications and markets were $106.1 million,
      an increase of 9.2 percent compared with the prior-year
      quarter.  Sales in this product group were favorably
      affected by favorable currency translation, improved
      pricing, and higher sales volumes.

Segment gross profit was $222.4 million, an increase of
33.8 percent compared with the prior-year quarter.  Gross margin
was 37.6 percent compared with 36.3 percent in the prior-year
quarter and 38.1 percent in the 2011 second quarter.  The increase
in gross margin compared with the prior-year quarter was primarily
due to improved pricing partially offset by higher raw materials
costs.

Segment operating income was $153.6 million compared with
$103.3 million in the prior-year quarter, a 48.7 percent increase
primarily due to higher sales and improved gross margin.  Segment
operating margin was 26.0 percent compared with 22.5 percent in
the prior-year quarter.

Sales of the Grace Davison operating segment for the nine months
ended September 30, 2011 increased 23.9 percent compared with the
prior-year period to $1,647.9 million.  Gross margin was
37.7 percent compared with 35.9 percent in the prior-year period.
Segment operating income was $417.6 million, an increase of
40.4 percent compared with the prior-year period.  Segment
operating margin was 25.3 percent compared with 22.4 percent in
the prior-year period.

                  Grace Construction Products
         Sales up 22%; Emerging region sales up 25.4%

Third quarter sales for the Grace Construction Products operating
segment, which includes Specialty Construction Chemicals (SCC)
products and Specialty Building Materials (SBM) products used in
commercial, infrastructure and residential construction, were
$273.0 million, an increase of 22.0 percent compared with the
prior-year quarter.  The increase was due to higher sales volumes
(+13.1 percent), favorable currency translation (+5.8 percent),
and improved pricing (+3.1 percent).  Sales in the emerging
regions increased 25.4 percent compared with the prior-year
quarter.

Sales of this operating segment are reported by geographic region
as follows:

    * GCP Americas -- sales to customers in the Americas were
      $140.3 million, an increase of 24.2 percent compared with
      the prior-year quarter.  Sales in North America increased
      21.6 percent from the prior-year quarter primarily due to
      higher SCC sales volumes and improved pricing.  Sales in
      Latin America grew 35.0 percent compared with the
      prior-year quarter primarily due to higher sales volumes,
      improved pricing, and favorable currency translation.

    * GCP Europe -- sales to customers in Europe, the Middle
      East, Africa and India were $80.8 million, an increase of
      16.8 percent compared with the prior-year quarter.  Sales
      were favorably impacted by favorable currency translation,
      additional sales volume from a recent acquisition, and
      improved pricing, partially offset by lower sales volumes
      in Southern Europe.

    * GCP Asia -- sales to customers in Asia (excluding India),
      Australia and New Zealand were $51.9 million, an increase
      of 24.8 percent compared with the prior-year quarter.
      Sales increased primarily due to higher sales volumes and
      favorable currency translation.

Segment gross profit was $94.1 million, an increase of 17.8
percent compared with the prior-year quarter.  Gross margin was
34.5 percent in the third quarter compared with 35.7 percent in
the prior-year quarter and 34.1 percent in the 2011 second
quarter.  The decrease in gross margin compared with the prior-
year quarter was primarily due to higher raw material costs and
the additional operating costs of new plants in the emerging
regions, partially offset by improved pricing.  The increase in
gross margin compared with the 2011 second quarter was primarily
due to improved operating leverage and pricing.

Segment operating income for the third quarter was $30.2 million
compared with $28.3 million for the prior-year quarter, a
6.7 percent increase primarily due to higher sales volumes,
partially offset by lower gross margin.  Segment operating margin
was 11.1 percent compared with 12.6 percent in the prior-year
quarter.

Sales of the Grace Construction Products operating segment for the
nine months ended September 30, 2011 increased 13.3 percent
compared with the prior-year period to $738.4 million.  Gross
margin was 34.1 percent compared with 35.2 percent in the prior-
year period.  Segment operating income was $76.1 million, an
increase of 9.3 percent compared with the prior-year period.
Segment operating margin was 10.3 percent compared with
10.7 percent in the prior-year period.

                        Other Expenses

Defined benefit pension expense for the third quarter was
$15.9 million compared with $19.1 million for the prior-year
quarter, a 16.8 percent decrease.  The decrease in expense was
primarily due to benefits from an accelerated plan contribution of
approximately $180 million made in March 2011 and good plan asset
performance in the U.S. in 2010.

Interest expense was $11.1 million for the third quarter compared
with $10.2 million for the prior-year quarter.  The annualized
weighted average interest rate on pre-petition obligations for the
third quarter was 3.5 percent.

                         Income Taxes

Income taxes are recorded at a global effective tax rate of
approximately 32 percent before considering the effects of certain
non-deductible Chapter 11 expenses, changes in uncertain tax
positions and other discrete adjustments.

Grace has not had to pay U.S. Federal income taxes in cash in
recent years since available tax deductions and credits have fully
offset U.S. taxable income.  Income taxes in foreign jurisdictions
are generally paid in cash.  Grace expects to generate significant
U.S. Federal net operating losses upon emergence from bankruptcy.
Income taxes paid in cash, excluding tax settlements, were $28.2
million for the nine months ended September 30, 2011, or
approximately 9 percent of income before income taxes.

                 Cash Flow Performance Measure

Adjusted Operating Cash Flow was $289.6 million for the nine
months ended September 30, 2011, compared with $228.0 million in
the prior-year period.  Capital expenditures were $97.1 million
compared with $69.0 million for the prior-year period.  Net
working capital days were 62 days for the third quarter, compared
with 56 days in the prior-year quarter and 56 days in the 2011
second quarter.  Higher rare earth costs added approximately $100
million and six days to net working capital as of September 30,
2011.

                      2011 Outlook Update

Grace expects 2011 sales to be $3.18 to $3.20 billion, compared
with $3.20 to $3.30 billion in the July 26, 2011 outlook.  Grace
expects to maintain its 2011 gross margin within its 35-37 percent
target range.

Grace expects 2011 Adjusted EBIT to be $465 to $480 million, and
expects 2011 Adjusted EBITDA to be $585 to $600 million. These
ranges are unchanged from the July 26, 2011 outlook.

Grace is unable to make a reasonable estimate of the income
effects of the consummation of the Joint Plan of Reorganization
(the "Plan") because the value of certain consideration payable to
the asbestos trusts under the Plan (primarily the deferred
payments and the warrants) will not ultimately be determined until
the effective date of the Plan, the timing of which is uncertain.
When the Plan is consummated, Grace expects to reduce its
liabilities subject to compromise, including asbestos-related
contingencies, recognize the value of the deferred payments and
the warrants and recognize expense for the costs of consummating
the Plan and the income tax effects of these items.

                         Investor Call

Grace discussed the results during an investor conference call and
webcast on October 25, 2011, starting at 1:00 p.m. ET.  An audio
replay will be available at 4:00 p.m. on October 25 and will be
accessible by dialing +1.888.286.8010 (international callers dial
+1.617.801.6888) and entering conference call ID #47995987.

W. R. Grace & Co. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
  ===========================================   Sept. 30, Dec. 31,
  Amounts in millions                             2011      2010
  -------------------                          --------   --------
ASSETS
Current Assets
Cash and cash equivalents                      $923.8   $1,015.7
Restricted cash and cash equivalents            125.5       97.8
Trade accounts receivable, less allowance       475.9      380.8
Accounts receivable - unconsolidated affiliate    4.3        5.3
Inventories                                     355.1      259.3
Deferred income taxes                            72.1       54.7
Other current assets                            107.1       90.6
                                            --------   --------
Total Current Assets                          2,063.8    1,904.2

Properties and equipment, net                   719.1      702.5
Goodwill                                        149.0      125.5
Deferred income taxes                           843.1      845.0
Asbestos-related insurance                      500.0      500.0
Overfunded defined benefit pension plans         40.3       35.6
Investments in unconsolidated affiliates         69.3       56.4
Other assets                                    116.8      102.5
                                            --------   --------
Total Assets                                 $4,501.4   $4,271.7
                                            ========   ========

LIABILITIES AND EQUITY (DEFICIT)
Liabilities Not Subject to Compromise
Current Liabilities
Debt payable within one year                    $46.8      $37.0
Debt payable - unconsolidated affiliate           2.4        2.3
Accounts payable                                265.5      207.1
Accounts payable - unconsolidated affiliate       5.2        8.5
Other current liabilities                       352.7      278.0
                                            --------   --------
Total Current Liabilities                       672.6      532.9

Debt payable after one year                       3.0        2.9
Loan payable - unconsolidated affiliate          17.8       12.6
Deferred income taxes                            36.8       34.6
Underfunded and unfunded defined benefit
pension plans                                  450.9      539.8
Other liabilities                                45.5       43.6
                                            --------   --------
Total Liabilities Not Subject to Compromise   1,226.6    1,166.4

Liabilities Subject to Compromise
Debt plus accrued interest                      933.9      911.4
Income tax contingencies                         90.0       93.8
Asbestos-related contingencies                1,700.0    1,700.0
Environmental contingencies                     138.5      144.0
Postretirement benefits                         189.9      181.1
Other liabilities and accrued interest          146.8      143.8
                                            --------   --------
Total Liabilities Subject to Compromise       3,199.1    3,174.1
                                            --------   --------
Total Liabilities                             4,425.7    4,340.5

Equity (Deficit)
Common stock                                      0.7        0.7
Paid-in capital                                 468.6      455.9
Retained earnings                               243.0       31.7
Treasury stock, at cost                         (38.0)     (45.9)
Accumulated other comprehensive (income) loss  (605.1)    (518.1)
                                            --------   --------
Total W.R. Grace & Co. Shareholders'
Equity (Deficit)                                69.2      (75.7)
Non-controlling interests                         6.5        6.9
                                            --------   --------
Total Shareholders' Equity (Deficit)             75.7      (68.8)
                                            --------   --------
Total Liabilities and Shareholders'
Equity (Deficit)                            $4,501.4   $4,271.7
                                            ========   ========


W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations         Three Months Ended
(Unaudited)                                  Sept. 30   Sept. 30
  ===========================================  ========   ========
  Amounts in millions                            2011       2010
  -------------------                          --------   --------

Net sales                                      $864.2     $682.1
Cost of goods sold                              548.7      436.6
                                            --------   --------
Gross profit                                    315.5      245.5

Selling, general and administrative expense     147.3      123.9
Restructuring expenses & rel. asset impairments   0.1        5.7
Research and development expenses                16.8       14.8
Defined benefit pension expense                  15.9       19.1
Interest expense and related financing costs     11.1       10.2
Provision for environmental remediation           1.1          -
Chapter 11 expenses, net of interest income       4.4        3.6
Equity in (earnings) losses of
unconsolidated affiliates                       (5.5)      (1.7)
Other (income) expense, net                       2.7       (2.1)
                                            --------   --------
Total costs and expenses                        193.9      173.5

Income (loss) before income taxes               121.6       72.0
Benefit from (provision for) income taxes       (40.4)     (17.1)
                                            --------   --------
Net income (loss)                                81.2       54.9
Less: Net loss (income) attributable to
noncontrolling interests                         0.1          -
                                            --------   --------
Net income (loss) attributable to
W.R. Grace & Co. shareholders                 $81.3      $54.9
                                            ========   ========


W.R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash Flows         Nine Months Ended
(Unaudited)                                  Sept. 30   Sept. 30
  ===========================================  ========   ========
  Amounts in millions                            2011       2010
  -------------------                          --------   --------

OPERATING ACTIVITIES
Net income (loss)                              $210.7     $162.6
Reconciliation to net cash provided by
(used for) operating activities:
Depreciation and amortization                    89.9       86.9
Equity in earnings (losses) of unconsolidated
affiliates                                    (13.2)     (13.0)
{Benefit from) provision for income taxes       102.5       20.9
Income taxes paid, net of refunds               (38.3)     (21.8)
Defined benefit pension expense                  47.5       57.3
Payments under defined benefit pension
arrangements                                  (260.0)     (48.6)
Changes in assets and liabilities,
excluding effect of currency translation:
Trade accounts receivable                      (86.8)     (48.0)
Inventories                                    (89.3)     (47.5)
Accounts payable                                54.8       40.2
All other items, net                            36.9      (22.9)
                                            --------   --------
Net cash provided by (used for)
operating activities                            54.7      166.1

INVESTING ACTIVITIES
Capital expenditures                            (97.1)     (69.0)
Businesses acquired, net of cash acquired       (55.8)      (2.7)
Transfer to restricted cash & cash equivalents  (27.7)     (81.1)
Other investing activities                        6.8        3.2
                                            --------   --------
Net cash (provided by) used for
investing activities                          (173.8)    (149.6)

FINANCING ACTIVITIES
Net (repayments) borrowings under
credit arrangements                             10.0       (0.4)
Proceeds from exercise of stock options          10.3        7.9
Other financing activities                        4.7        1.3
                                            --------   --------
Net cash provided by (used for)
financing activities                            25.0        8.8

Effect of currency exchange rate changes
on cash and cash equivalents                     2.2        1.0
                                            --------   --------
Increase (Decrease) in cash & cash equiv.       (91.9)      26.3
Cash and cash equiv., beginning of period     1,015.7      893.0
                                            --------   --------
Cash and cash equivalents, end of period       $923.8     $919.3
                                            ========   ========

                   About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Unlikely to Emerge From Ch. 11 This Year, CEO Says
--------------------------------------------------------------
Alfred E. Festa, chairman, president and chief executive officer
of W.R. Grace & Co., said during the October 25, 2011 investor
conference call that the Debtors are still waiting on the U.S.
District Court for the District of Delaware to rule an affirmation
of their Plan of Reorganization and on the appeals to that Plan's
confirmation order.

"We are due to hear from the court literally, it could be any day.
At this point however, it is unlikely that we'll emerge this
year," Mr. Festa said.  "We continue to remain highly confident
that the court will rule in our favor on all matters, we just
don't know when the ruling will come."

The Plan, co-proposed by the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants Representative
appointed in Grace's bankruptcy case, is before the District Court
pending appeals from various parties, including a group of
prepetition bank lenders and the Official Committee of Unsecured
Creditors.

Mr. Festa noted that the bankruptcy process has been an incredibly
long process and the Debtors are all eager to see it conclude as
soon as possible.  He added that the only real course at this
point is to wait for the District Court ruling on affirmation.

"It is important to remember that the bankruptcy does not impact
the way we run our business or the operating results we are
achieving," Mr. Festa said.  "We have grown revenues and earnings,
made acquisitions, significant capital investments, and built
substantial value for our shareholders all while in bankruptcy,"
he pointed out.

                   About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: GAO Releases Report on Sec. 524(g) Asbestos Trusts
--------------------------------------------------------------
The Government Accountability Office released on Oct. 19 a report
on asbestos injury trusts created by companies, who filed for
bankruptcy pursuant to Section 524(g) of the Bankruptcy Code.  The
report, according to GAO, addresses (1) how much asbestos trusts
have paid in claims and how trusts are administered, (2) how trust
claim and payment information is made available to outside
parties, and (3) stakeholder -- plaintiff and defense attorneys,
trust officials and other interested parties -- views on whether
more trust and claimant information should be made available to
outside parties and efforts to change the trust system and
processes.

The report titled "Asbestos Injury Compensation: The Role and
Administration of Asbestos Trusts" analyzed trust agreements for
44 of 60 trusts and trust distribution procedures for 52 of 60
trusts for 2009 and 2010.  According to Brian Glaser at Law.com,
the 52 asbestos-related bankruptcy trusts "have paid about 3.3
million claims valued at about $17.5 billion."

The report related that since the establishment of the first trust
in 1988 through 2010, available data indicate that asbestos trusts
have paid about 3.3 million claims valued at about $17.5 billion.

The GAO found that while the majority of the trusts made general
data available, very few provide detailed information about their
activities without being directed to by a court of law: "Most
asbestos trusts we reviewed publish for public review annual
financial reports and generally include total number of claims
received and paid.  Other information in the possession of a
trust, such as an individual's exposure to asbestos, is generally
not available to outside parties but may be obtained, for example,
in the course of litigation pursuant to a court-ordered subpoena,"
Mr. Gassler pointed out.  In fact, the report found that only "one
trust's financial report contained claimant names and amounts paid
to these individuals," he added.

Forbes reporter Daniel Fisher, according to Mr. Gassler, in a
review of the GAO findings, wrote that the report "gives fuel to
critics who say the plaintiff lawyers who largely oversee the
operation of these trusts prevent them from sharing information
about how much their clients have been paid.  That allows some
plaintiffs to hit up multiple trusts with claims that may
contradict each other."

The GAO report said 98% of trust claims go through "expedited
review" process that requires only a claim form with "documented
evidence" of exposure like work history, invoices, or deposition
testimony of plaintiff or coworkers plus a medical report,
Mr. Gassler pointed out.  Prior investigations, he noted, have
shown how a tiny number of physicians have submitted tens of
thousands of diagnoses of asbestos-related disease, many of them
subsequently found to be incorrect.

One solution would be to require the trusts to share basic claims
information in a central database, Mr. Gassler said, citing the
report.  But the GAO said 65% of trusts reviewed treated claims
information as confidential under rules that consider information
submitted as part of a legal settlement process as privileged.
Defendants and insurers say the trusts should be treated as non-
adversarial settlement vehicles, he related.  They frequently seek
information about claims paid so they can set off any court award
by the amount the plaintiff has already obtained elsewhere, the
report said.

The report itself does not claim to have documented any regular
occurrences of fraud, however, and includes review of the trust
distribution procedures (TDP) that each trust has in place:
"Although the possibility exists that a claimant could file the
same medical evidence and altered work histories with different
trusts, each trust's focus is to ensure that each claim meets the
criteria defined in its TDP, meaning the claimant has met the
requisite medical and exposure histories to the satisfaction of
the trustees.  Of the trust officials that we interviewed that
conducted audits, none indicated that these audits had identified
cases of fraud," Mr. Gassler said.

A full-text copy of the GAO Report is available for free at:

              http://ResearchArchives.com/t/s?7734

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YRC WORLDWIDE: NASDAQ Grants Request for Continued Listing
----------------------------------------------------------
YRC Worldwide Inc. received a positive determination from the
NASDAQ Hearings Panel indicating that the Panel had granted the
Company's request to remain listed on The NASDAQ Stock Market.  In
its decision, the Panel indicated that it had determined to
exercise its discretionary authority to apply NASDAQ's financial
viability exception retroactively to the Company based upon the
particular facts and circumstances and to continue the Company's
listing on NASDAQ, subject to certain conditions.  In accordance
with the terms of the Panel's decision, on or before Dec. 31,
2011, the Company must implement a reverse stock split and
demonstrate a closing bid price for its common stock above $1.00
per share for a minimum of ten consecutive trading days.  The
Company must also be able to demonstrate compliance with all
requirements for continued listing on NASDAQ.  The company is
seeking stockholder approval of a reverse stock split at its
annual meeting of stockholders scheduled to be held Nov. 30, 2011,
with the ratio and timing of implementation of the reverse stock
split at the discretion of the Company's board of directors if the
reverse stock split is approved by stockholders.

"We are very pleased with the NASDAQ Hearings Panel's decision and
the positive news it means for YRC Worldwide," said James Welch,
chief executive officer - YRC Worldwide.  "As we continue to move
our company forward, we remain focused on our number one priority
- providing our customers with reliable transportation solutions."

"We truly value our long-term relationship with NASDAQ and we look
forward to continuing to be a part of this important Exchange,"
said Jamie Pierson, interim chief financial officer - YRC
Worldwide.

As previously disclosed, the company appealed the NASDAQ Listing
Qualifications Staff's determinations that the Company's common
stock should be delisted from NASDAQ because the company had
issued certain securities in connection with the restructuring
consummated on July 22, 2011, in violation of the NASDAQ Listing
Rules, such issuance had raised public interest concerns, and the
Company's common stock had traded below the minimum bid price
threshold of $1.00 per share for 30 consecutive business days.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at June 30, 2011, showed $2.59 billion
in total assets, $2.91 billion in total liabilities and a $328.79
million in shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


YRC WORLDWIDE: DBD Cayman Discloses 16.6% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, DBD Cayman Holdings, Ltd., and its affiliates
disclosed that they beneficially own 363,874,610 shares of common
stock of YRC Worldwide Inc. representing 16.6% of the shares
outstanding.  As previously reported by the TCR on Oct. 11, 2011,
DBD Cayman, et al., disclosed beneficial ownership of 292,812,490
shares of 14.1% equity stake.   A full-text copy of the amended
Schedule 13G is available for free at http://is.gd/OphJFu

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at June 30, 2011, showed $2.59 billion
in total assets, $2.91 billion in total liabilities and a $328.79
million in shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* Bankruptcy Filing Fee and Miscellaneous Fees Increase on Nov. 1
-----------------------------------------------------------------
American Bankruptcy Institute reports that the Judicial Conference
of the United States recently approved increases to the bankruptcy
courts' filing fees, which will become effective on Nov. 1, 2011.


* Watchdog: Small U.S. Banks Struggling to Repay Bailout Funds
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that hundreds of community banks
in the U.S. are struggling to exit a government bailout program
and may face spiraling costs that limit already constricted
lending to small businesses, a government watchdog said.


* Bankruptcy Judge Backs Indiana Gambling Company in Tax Fight
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a judge has ruled
against Indiana tax collectors, saying they couldn't continue to
force two of the state's top gambling operations to pay taxes on
slot-machine money that they never take in as revenue---a policy
that the operators of both Indiana Live! Casino and Hoosier Park
pinpointed as a source of financial hardship in their bankruptcy
cases.


* BOND PRICING -- For Week From Oct. 24 to 28, 2011
---------------------------------------------------

  Company           Coupon    Maturity Bid Price
  -------           ------    -------- ---------
ACARS-GM             8.100   6/15/2024     1.000
AHERN RENTALS        9.250   8/15/2013    30.400
AMBAC INC            5.950   12/5/2035    14.000
AMBAC INC            7.500    5/1/2023    13.130
AMBAC INC            9.375    8/1/2011    11.000
AMBAC INC            9.500   2/15/2021     9.900
AMER GENL FIN        4.500  11/15/2011    97.750
AMERICAN ORIENT      5.000   7/15/2015    54.428
AMR CORP             9.000    8/1/2012    98.000
AMR CORP            10.450  11/15/2011    92.000
BANK NEW ENGLAND     8.750    4/1/1999    14.000
BANK NEW ENGLAND     9.875   9/15/1999    14.000
BANKUNITED FINL      6.370   5/17/2012     9.500
BLOCKBUSTER INC     11.750   10/1/2014     2.125
CAPMARK FINL GRP     5.875   5/10/2012    50.500
CIRCUS & ELDORAD    10.125    3/1/2012    78.425
DAE AVIATION        11.250    8/1/2015    44.875
DIRECTBUY HLDG      12.000    2/1/2017    35.625
DIRECTBUY HLDG      12.000    2/1/2017    27.625
DRUMCO-CALL11/11     9.000  10/15/2014   102.000
DRUMMO-CALL11/11     7.375   2/15/2016   104.500
DUNE ENERGY INC     10.500    6/1/2012    55.500
DYNEGY HLDGS INC     8.750   2/15/2012    75.510
EASTMAN KODAK CO     7.250  11/15/2013    46.840
EDDIE BAUER HLDG     5.250    4/1/2014     6.750
ENERGY CONVERS       3.000   6/15/2013    49.500
EVERGREEN SOLAR      4.000   7/15/2013     1.220
EVERGREEN SOLAR      4.000   7/15/2020     0.250
EVERGREEN SOLAR     13.000   4/15/2015    50.000
FAIRPOINT COMMUN    13.125    4/1/2018     1.000
FAIRPOINT COMMUN    13.125    4/2/2018     0.999
FRIENDLY ICE CR      8.375   6/15/2012    15.000
GLOBALSTAR INC       5.750    4/1/2028    59.750
GREAT ATLA & PAC     6.750  12/15/2012    25.100
HAWKER BEECHCRAF     8.500    4/1/2015    36.000
HAWKER BEECHCRAF     9.750    4/1/2017    25.438
HORIZON LINES        4.250   8/15/2012    69.000
K HOVNANIAN ENTR    11.875  10/15/2015    56.000
KV PHARMA            2.500   5/16/2033    25.192
KV PHARMA            2.500   5/16/2033    25.840
LEHMAN BROS HLDG     0.250   6/29/2012    23.000
LEHMAN BROS HLDG     3.000  10/28/2012    25.125
LEHMAN BROS HLDG     3.000  11/17/2012    24.250
LEHMAN BROS HLDG     4.700    3/6/2013    23.875
LEHMAN BROS HLDG     4.800   2/27/2013    23.125
LEHMAN BROS HLDG     4.800   3/13/2014    24.625
LEHMAN BROS HLDG     5.000   1/22/2013    22.000
LEHMAN BROS HLDG     5.000   2/11/2013    23.875
LEHMAN BROS HLDG     5.000   3/27/2013    23.000
LEHMAN BROS HLDG     5.000    8/3/2014    23.000
LEHMAN BROS HLDG     5.000    8/5/2015    22.000
LEHMAN BROS HLDG     5.100   1/28/2013    23.875
LEHMAN BROS HLDG     5.150    2/4/2015    23.002
LEHMAN BROS HLDG     5.250   1/30/2014    23.125
LEHMAN BROS HLDG     5.250   2/11/2015    23.130
LEHMAN BROS HLDG     5.250    3/5/2018    21.500
LEHMAN BROS HLDG     5.500    4/4/2016    23.875
LEHMAN BROS HLDG     5.500    2/4/2018    22.500
LEHMAN BROS HLDG     5.625   1/24/2013    25.500
LEHMAN BROS HLDG     5.750   5/17/2013    23.750
LEHMAN BROS HLDG     5.875  11/15/2017    23.250
LEHMAN BROS HLDG     6.000   7/19/2012    24.200
LEHMAN BROS HLDG     6.000   2/12/2018    20.320
LEHMAN BROS HLDG     6.200   9/26/2014    25.688
LEHMAN BROS HLDG     6.875    5/2/2018    25.250
LEHMAN BROS HLDG     7.000   6/26/2015    23.275
LEHMAN BROS HLDG     7.000  12/18/2015    22.500
LEHMAN BROS HLDG     8.050   1/15/2019    21.000
LEHMAN BROS HLDG     8.400   2/22/2023    21.500
LEHMAN BROS HLDG     8.500    8/1/2015    22.750
LEHMAN BROS HLDG     8.800    3/1/2015    23.375
LEHMAN BROS HLDG     8.920   2/16/2017    24.375
LEHMAN BROS HLDG     9.000  12/28/2022    21.750
LEHMAN BROS HLDG     9.000    3/7/2023    22.125
LEHMAN BROS HLDG     9.500  12/28/2022    22.125
LEHMAN BROS HLDG     9.500   1/30/2023    21.800
LEHMAN BROS HLDG     9.500   2/27/2023    21.000
LEHMAN BROS HLDG    10.000   3/13/2023    22.500
LEHMAN BROS HLDG    10.375   5/24/2024    22.000
LEHMAN BROS HLDG    11.000   6/22/2022    22.210
LEHMAN BROS HLDG    11.000   7/18/2022    22.750
LEHMAN BROS HLDG    11.000   3/17/2028    23.000
LEHMAN BROS HLDG    11.500   9/26/2022    23.375
LEHMAN BROS HLDG    18.000   7/14/2023    25.750
LEHMAN BROS INC      7.500    8/1/2026    15.000
LIFEPT VILGE         8.500   3/19/2013    49.500
MAJESTIC STAR        9.750   1/15/2011     4.000
MANNKIND CORP        3.750  12/15/2013    53.000
MF GLOBAL LTD        9.000   6/20/2038    52.500
MOHEGAN TRIBAL       6.125   2/15/2013    70.000
MOHEGAN TRIBAL       7.125   8/15/2014    50.200
MOHEGAN TRIBAL       8.000    4/1/2012    66.050
NEBRASKA BOOK CO     8.625   3/15/2012    35.000
NEBRASKA BOOK CO    10.000   12/1/2011    90.500
NGC CORP CAP TR      8.316    6/1/2027    20.500
NVE-CALL11/11        6.750   8/15/2017   102.250
O'CHARLEYS INC       9.000   11/1/2013   103.000
PALM HARBOR          3.250   5/15/2024    16.125
PENSON WORLDWIDE     8.000    6/1/2014    43.416
PMI CAPITAL I        8.309    2/1/2027     9.000
PMI GROUP INC        6.000   9/15/2016    26.563
RESTAURANT CO       10.000   10/1/2013    22.200
TEXAS COMP/TCEH      7.000   3/15/2013    29.000
TEXAS COMP/TCEH     10.250   11/1/2015    41.850
TEXAS COMP/TCEH     10.250   11/1/2015    38.500
TEXAS COMP/TCEH     10.250   11/1/2015    39.500
THORNBURG MTG        8.000   5/15/2013    10.250
TIMES MIRROR CO      7.250    3/1/2013    38.250
TOUSA INC            9.000    7/1/2010    22.375
TRAILER BRIDGE       9.250  11/15/2011    85.000
TRAVELPORT LLC      11.875    9/1/2016    41.700
TRAVELPORT LLC      11.875    9/1/2016    38.250
TRICO MARINE         3.000   1/15/2027     1.000
TRICO MARINE SER     8.125    2/1/2013     4.250
VIRGIN RIVER CAS     9.000   1/15/2012    51.000
WCI COMMUNITIES      4.000    8/5/2023     1.570
WCI COMMUNITIES      7.875   10/1/2013     0.400
WILLIAM LYON INC     7.500   2/15/2014    12.599
WILLIAM LYON INC    10.750    4/1/2013    12.130
WILLIAM LYONS        7.625  12/15/2012    12.250



                           *********

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

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

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

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

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

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

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

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

                           *********

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

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

Copyright 2011.  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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