TCR_Public/111109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 9, 2011, Vol. 15, No. 311

                            Headlines

101 CHARLES: Baltimore Hotel to be Auctioned on November 30
1419 ALLEGHNEY: Voluntary Chapter 11 Case Summary
155 EAST: Hearing on Cash Collateral Use Continued to Jan. 25
155 EAST: Wants Plan Exclusivity Deadline Extended to Jan. 28
32ND STREET: Case Summary & 2 Largest Unsecured Creditors
3TXG LP: Case Summary & 3 Largest Unsecured Creditors

500 WESTBROOK: Case Summary & 9 Largest Unsecured Creditors
AEROSPACE INC: Moody's Upgrades Corporate Family Rating to 'Ba1'
ALABAMA AIRCRAFT: Court Converts Case to Chapter 7 Liquidation
ALEX SONG: Case Summary & 20 Largest Unsecured Creditors
ALLY FINANCIAL: Incurs $210 Million Net Loss in Third Quarter

AMERICAN AXLE: Closes Sale of $200 Million Senior Notes Due 2019
AMR CORP: American Airlines Reports 83.2% October Load Factor
AMTRUST FINANCIAL: Court Confirms Amended Chapter 11 Plan
ARCSOURCE NICHOLS: Case Summary & 12 Largest Unsecured Creditors
ASSET ACCEPTANCE: Moody's Assigns 'B1' Rating to Credit Facility

ASTRO TEL: Verizon Asks Court to Toss Firm's Antitrust Suit
AURA SYSTEMS: Five Directors Elected at Annual Meeting
AXESSTEL INC: Reports $1.3 Million Net Income in 3rd Quarter
BANK OF GRANITE: Suspending Filing of Reports with SEC
BANK OF GRANITE: Terminates Registration of Common Shares

BARKER INVESTMENT: Voluntary Chapter 11 Case Summary
BEACON POWER: Asks Court to Limit Claims Trading to Protect NOLs
BERNARD L. MADOFF: Justice Dep't. Won't Probe SEC Lawyer Kotz
BERNARD L. MADOFF: Court Told to Reconsider KPMG Appeal in Lawsuit
BEULAH LAND: Files for Chapter 11 to Force Lender Talks

BLUEKNIGHT ENERGY: MSD Capital Owns 23.1% of Common Units
BOYD GAMING: S&P Rates $350-Mil. Incremental Term Loan at 'BB-'
BRIGHT DREAM: Voluntary Chapter 11 Case Summary
BROWN/MCKENNA MANAGEMENT: Case Summary & Creditors List
C&D TECHNOLOGIES: Blackout Period to Start Nov. 28

CALIFORNIA STATEWIDE: S&P Lifts Rating on D-3 Bonds From 'BB'
CHEF SOLUTIONS: Files Schedules of Assets and Liabilities
CHOCTAW RESORT: S&P Affirms 'B-' Issuer Credit Rating
CIT Group: Wants Tyco's Suit Over $794MM Tax Deal Ended
CLEARWIRE CORP: Files Form 10-Q, Incurs $84.8-Mil. Q3 Net Loss

COMMERCIAL VEHICLE: Files Form 10-Q, Posts $7.3MM Q3 Net Income
COMSTOCK MINING: Measured, Indicated & Inferred Resources Up 94%
COUNTRYSIDE CAMPGROUND: Case Summary & Creditors List
CROWN MEDIA: Reports $203.3 Million Net Income in 3rd Quarter
CUMMINGS LAND: Case Summary & 4 Largest Unsecured Creditors

C.W.O.L., INC.: Case Summary & 2 Largest Unsecured Creditors
DELPHI CORP: Delphi Automotive Sets Terms of $554 Million IPO
DBSD NORTH AMERICA: Sprint Settles Deal With DBSD, Dish
DESERT GARDENS: Case Summary & 17 Largest Unsecured Creditors
DIPPIN' DOTS: Case Summary & 20 Largest Unsecured Creditors

DIVERSIFIED MACHINE: S&P Assigns 'B' Corporate Credit Rating
DOUGLAS PLACE: Case Summary & 14 Largest Unsecured Creditors
DYNEGY INC: Plan Support Deal Requires Ch. 11 Exit by August 2012
DYNEGY INC: DH Wants Until Dec. 22 to File Schedules
EMGOTT, INC.: Case Summary & Largest Unsecured Creditor

EMLYN COAL: Case Summary & 20 Largest Unsecured Creditors
EMPIRE RESORTS: Nasdaq Grants Request for Continued Listing
EVERGREEN SOLAR: Supporting Noteholders Against Committee's Suit
EVERGREEN SOLAR: Panel Objects Stalking Horse Asset Sale Deal
EVERGREEN SOLAR: Noteholders Want to Retain Right to Credit Bid

FCC HOLDINGS: Moody's Lowers Corp. Family Rating to 'Caa1'
FCC HOLDINGS: S&P Puts 'B-' Counterparty Rating on Watch Neg.
FENTON SUB: Hearing on Exclusivity Extension Scheduled for Today
FENTURA FINANCIAL: D. Rotman & J. Wesseling Resign from Board
FILENE'S BASEMENT: Closure Will Leave 530 Employees Without Jobs

FILENE'S BASEMENT: Lawyer Says Investors Should See Payouts
FILENE'S BASEMENT: Nov. 15 Hearing on Liquidators' Contract
FIRST MARINER: Incurs $7.9 Million Net Loss in Third Quarter
FOX RIVER: Case Summary & 7 Largest Unsecured Creditors
FRANCIS PLACE: Case Summary & 4 Largest Unsecured Creditors

GAMETECH INT'L: Signs Licensing Agreement with American Gaming
GARNET HILL: Files for Chapter 11 Bankruptcy to Sell Lodge
GARY PHILLIPS: Hearing on Lift Stay Plea Continued Until Nov. 15
GELT PROPERTIES: Court to Consider Property Foreclosure on Nov. 15
GENERAL MARITIME: Incurs $37.2 Million Net Loss in 3rd Quarter

GENERAL MOTORS: DBRS Upgrades Issuer Ratings to 'BB'
GERONIMO LLC: Voluntary Chapter 11 Case Summary
GLOBAL INDUSTRIAL: High Court Denies Bid to Reverse Ruling
GLOBAL TECHNOVATIONS: Onkyo Fails in Bid for Return of Bond
GMX RESOURCES: Files Support Agreement Term Sheet

GMX RESOURCES: Incurs $65.9 Million Net Loss in Third Quarter
GREAT ATLANTIC: Seeks Court OK $490-Mil. Debt & Equity Infusion
GREENBRIER COS: Reports $8.4 Million Net Earnings in Fiscal 2011
HALL'S SALVAGE: Voluntary Chapter 11 Case Summary
HARRISBURG, PA: Asset-Sale Accord May Avert State Takeover

HAWAII MEDICAL: MidCap Agrees to Finance Hospitals Until Nov. 10
HAWAIIAN TELCOM: Court Denies Plan Trustee's Bid to Seal Docs
HAWKER BEECHCRAFT: Files Form 10-Q, Incurs $88-Mil. Q3 Net Loss
HORIZON VILLAGE: Files Plan; Unsecured Creditors to Get 100%
HUDSON HEALTHCARE: Closes Sale of Hoboken University

HUGHES TELEMATICS: Signs Contract with Volkswagen
HUGHES TELEMATICS: Discloses Material Terms of VWGoA Agreement
HUSSEY COPPER: Gets Final Approval for $50 Million DIP Loan
HUSSEY COPPER: Creditors Oppose Bid to Distribute Execs Bonuses
IAC/INTERACTIVE CORP: S&P Lifts Sr. Sec. Debt Rating From 'BB+'

INLAND STORAGE: Case Summary & 15 Largest Unsecured Creditors
INNER CITY: Creditors Have Until Nov. 18 to File Proofs of Claim
INNER CITY: Files Schedules of Assets and Liabilities
INTERNAL FIXATION: Sells $53,000 8% Convertible Note
ISOLA USA: S&P Puts 'B' Corp. Credit Rating on Watch Positive

JBS SA: S&P Affirms 'BB' Rating; Outlook Revised to Stable
JEFFERSON COUNTY, AL: Tuesday Meeting Held for Bankruptcy Vote
JUPITER HOTEL: Case Summary & 20 Largest Unsecured Creditors
JVJ PHARMACY: Case Summary & 20 Largest Unsecured Creditors
KAY'S OASIS: Case Summary & 19 Largest Unsecured Creditors

KH FUNDING: Files Joint Disclosure Statement Dated November 4
KINGSBURY CORP: Deal to Resolve Motion for Relief of Stay Approved
LANCASTER CAUSEWAY: Voluntary Chapter 11 Case Summary
LAO PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
LAS VEGAS RAILWAY: John Zilliken Resigns as COO

LEHMAN BROTHERS: Endurance & 4 Others to Pay Litigation Cost
LEHMAN BROTHERS: Settlement of $500MM Set-Off Issue Approved
LEHMAN BROTHERS: Asia Creditors to Meet On Nov. 10
LEHMAN BROTHERS: Deutsche Bank, et al., Support Lehman Plan
LEHMAN BROTHERS: Inks Plan Deals With Fannie Mae & Freddie Mac

LEHMAN BROTHERS: Barclays, SIPA Trustee File Cross-Appeal Briefs
LEHMAN BROTHERS: Wins Nod to Implement 2012 Incentive Program
LEVEL 3: Incurs $207 Million Net Loss in Third Quarter
LEVEL 3: S&P Assigns 'B+' Rating to $550MM Sr. Secured Term Loan
LEVI STRAUSS: Robert Hanson to Resign as EVP and President

LIBBEY INC: Signs New Executive Employment Agreements
LITTON LOAN: Moody's Withdraws SQ Ratings
LOS ANGELES DODGERS: Deal Has Separate Sale of Team, Media Rights
LUTHERAN HOMES: S&P Cuts Rating on Series 2010 Bonds to 'BB+'
LYONDELLBASELL: Moody's Upgrades Corp. Family Rating to 'Ba1'

LYONDELLBASELL INDUSTRIES: S&P Lifts Corp. Credit Rating to 'BB+'
MAGNOLIA SHELL: Case Summary & 3 Largest Unsecured Creditors
MAJESTIC CAPITAL: Wants Plan Filing Exclusivity Until Nov. 18
MARY A II: Court Denies Dismissal; Plan Hearing Set for Dec. 20
MARY A II: Court OKs Berger Singerman as Chapter 11 Counsel

MAUI LAND: Incurs $1.3 Million Net Loss in Third Quarter
MCDONALD BROTHERS: Can Access BB&T Cash Collateral Until Dec. 8
MEDIA GENERAL: Stephen Dickinson to Resign as VP and CAO
METOKOTE CORP: Moody's Assigns (P)B3 Rating to Credit Facilities
METRO-GOLDWYN-MAYER: Bankr. Court Won't Hear United Artists Deal

MF GLOBAL: Has Access to Cash Collateral Until Nov. 14
MF GLOBAL: SIPA Trustee Transfers 50,000 Customer Accounts
MF GLOBAL: Ex-CEO J. Corzine Hires Andrew Levander as Counsel
MF GLOBAL: Admits Using Client Funds, $600-Mil. Missing
MF GLOBAL: London Unit In Administration, KPMG on Board

MF GLOBAL: Aussie Units in Administration, Deloitte In
MF GLOBAL: Brower Piven Files Class Action Lawsuit
MGM RESORTS: Incurs $106.5 Million Net Loss in Third Quarter
MONEYGRAM INT'L: Files Form 10-Q, Posts $15.8MM Net Income in Q3
MONTIE'S RESOURCES: Case Summary & 13 Largest Unsecured Creditors

NATIONAL HEALING: S&P Assigns Prelim. 'B' Corp. Credit Rating
NAVISTAR INT'L: Carl Icahn Discloses 9.9% Equity Stake
NETWORK SOLUTIONS: S&P Affirms 'B' Corporate Credit Rating
NEW ERA: Chapter 11 Trustee Seeks Case Conversion to Chapter 7
NORBORD INC.: DBRS Confirms Issuer Rating at 'BB'

NORTH CENTRAL: Case Summary & 20 Largest Unsecured Creditors
NORTHCORE TECHNOLOGIES: To Release Q3 Results on Nov. 9
NPS PHARMACEUTICALS: Incurs $12.3 Million Net Loss in Q3
NUTRITION 21: Asset Sale Approved; Shareholders May Get Nothing
OLIN CORP: S&P Raises Corporate Credit Rating to 'BB'

ON THE JOB: Voluntary Chapter 11 Case Summary
OPEN RANGE: Section 341(a) Meeting Scheduled for Nov. 22
OPEN RANGE: Committee Retains Polsinelli Shughart as Counsel
OPEN RANGE: Committee Retains NHB Advisors as Financial Advisor
OPTIMUMBANK HOLDINGS: Officers/Directors Buy 4.7MM Common Shares

OXLEY DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors
PARTNERS MUTUAL: A.M. Best Places 'C++' FSR Under Review
PATRICIA KLUGE: Dec. 7 & Jan. 25 Auctions Proposed
PHILLY ORCHESTRA: Wants Court to Halt Harassment From Musicians
PMI GROUP: Tries to Unravel Regulators' Takeover

PRESIDENT WASHINGTON: Case Summary & 19 Largest Unsec. Creditors
PRIME ENVIRONMENTAL: Case Summary & 17 Largest Unsecured Creditors
PUNTA GORDA: Case Summary & 14 Largest Unsecured Creditors
QUALITY DISTRIBUTION: Reports $6.2 Million Net Income in Q3
QUANTUM CORP: To Hold Annual Advisory Vote on Exec. Compensation

QUANTUM FUEL: Extends Maturity of WB QT Convert. Notes to Dec. 15
RAY ANTHONY: Unable to Prosecute Plan, Wants Case Dismissal
RELLIM LLC: Case Summary & 4 Largest Unsecured Creditors
RENEGADE HOLDINGS: Judge Halts CB Holdings' Buyout Offer
RISHI AND MOONI: Voluntary Chapter 11 Case Summary

RIVER OF LIFE: Case Summary & 10 Largest Unsecured Creditors
RW LOUISVILLE: ORIX Capital Authorized to Foreclose Property
SAAB AUTOMOBILE: GM Won't Renew Tech License With Chinese Buyers
SALLY HOLDINGS: Plans to Sell $450 Million Sr. Notes Due 2019
SALLY HOLDINGS: Moody's Says 'Ba3' CFR Unaffected by Upsizing

SAYLE VILLAGE: Voluntary Chapter 11 Case Summary
SEA TRAIL: Has Until Dec. 27 to File Reorganization Plan
SEQUENOM INC: Incurs $18.4 Million Net Loss in Third Quarter
SHAJANAND INC: Case Summary & 3 Largest Unsecured Creditors
SHERITT INTERNATIONAL: DBRS Finalizes 'BB' Rating

SINCLAIR BROADCAST: Reports $19.3 Million 3rd Quarter Net Income
SM ENERGY: S&P Assigns 'BB' Rating to $350-Mil. Sr. Sec. Notes
SOLYNDRA LLC: Miscellaneous Auction Brings in $6.2 Million
SOLYNDRA LLC: White House Slams Subpoena as 'Partisan Politics'
SONG'S DENTISTRY: Case Summary & 20 Largest Unsecured Creditors

SOUTHERN SCHOOL: Case Summary & 20 Largest Unsecured Creditors
SOZO INVESTMENT: Voluntary Chapter 11 Case Summary
SPRINGWOOD APARTMENTS: Voluntary Chapter 11 Case Summary
SPRINT NEXTEL: Moody's Assigns 'B3' Rating to Sr. Notes Offering
SPRINT NEXTEL: S&P Assigns 'BB' Rating to $2.5-Bil. Senior Notes

SPRINT NEXTEL: S&P Lowers Corporate Credit Rating to 'B+'
SSI GROUP: Meeting of Creditors Adjourned to Nov. 9
SUPERMEDIA INC: Posts $35 Million Net Income in 3rd Quarter
SUPERMEDIA INC: S&P Puts 'CCC+' CCR on Watch Negative
TELECONTINUITY INC: Court Won't Hear Mayberg/Nobska Venture Suit

TAYLOR BEAN: WARN Act Settlement Initially Approved
TELLICO LANDING: DIP Loan Hearing Continued Until Nov. 10
TENET HEALTHCARE: Moody's Rates New Sr. Secured Notes at 'B1'
TENET HEALTHCARE: S&P Assigns 'BB-' Rating to $750MM Sr. Notes
TIMBER CREEK: Case Summary & 20 Largest Unsecured Creditors

TOWNSENDS INC: Hearing on Final Fee Applications Nov. 22
TRAILER BRIDGE: Extends Wells Fargo Forbearance Pact to Nov. 14
TRANSMATRIX, INC.: Case Summary & 20 Largest Unsecured Creditors
TRIANGLE MAINTENANCE: Case Summary & Creditors List
TRIN INVESTMENTS: Voluntary Chapter 11 Case Summary

UNIGENE LABORATORIES: Messrs. Miller & Bloom Retire from Board
UNITY 343: Case Summary & 6 Largest Unsecured Creditors
VILLA NUEVA-2008: Case Summary & 4 Largest Unsecured Creditors
VITRO SAB: Bonds Trading Above Value in Proposed Reorganization
VMA HOSPITALITY: Case Summary & 22 Largest Unsecured Creditors

WASHINGTON MUTUAL: Noteholder Mediation to Continue 2 Weeks More
WAXAHACHIE HERITAGE: Voluntary Chapter 11 Case Summary
W B HOLDINGS: Case Summary & 8 Largest Unsecured Creditors
WEST CORP: Files Amendment No.8 to Form S-1
WEST FRASER: DBRS Confirms Issuer Rating at 'BB'

WHIRLPOOL CORP: Moody's Affirms Sr Subordinated Rating at (P)Ba1

* Commercial Real Estate Loans Continue to Drive Bank Failures
* Bankruptcies Stay on Downward Trend
* Moody's Says Junk Default Rate Ticks Higher to 1.9% in October

* Thomas P. Ogden Joins Wollmuth Maher & Deutsch LLP
* McDonald Hopkins Attracts Six Attorneys in Six Months

* Upcoming Meetings, Conferences and Seminars



                            *********



101 CHARLES: Baltimore Hotel to be Auctioned on November 30
-----------------------------------------------------------
Lorraine Mirabella at the Baltimore Sun reports that a former
downtown Baltimore office building that was being converted to a
Staybridge Suites Hotel is scheduled to go on the auction block on
Nov. 30, 2011.

According to the report, auctioneers GoIndustry DoveBid said the
foreclosure sale will be held on the site of the 11-story
Jefferson Building at 101 N. Charles St.

The report notes a U.S. Bankruptcy Court judge cleared the way for
lender RL BB Financial LLC to foreclose in August 2011.

The report says the developer had a nonbinding letter of intent
from the InterContinental Hotels Group, a management company for
the Staybridge Suites brand, but completed only about half the
renovations before running into financial trouble.  No work has
been done since 2009.

Based in Columbia, Maryland, 101 Charles Street LLC filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-27966)
on Aug. 6, 2010.  Judge Nancy V. Alquist presides over the case.
James A. Vidmar, Jr., Esq., at Logan, Yumkas, Vidmar & Sweeney
LLC, represents the Debtor.  The Debtor estimated assets of
between $1 million and $10 million, and debts of between $10
million and $50 million.


1419 ALLEGHNEY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 1419 Alleghney West Holdings LLC
        430 Berwyn Baptist Road
        Berwyn, PA 19312

Bankruptcy Case No.: 11-18486

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: Lee M. Herman, Esq.
                  LEE M. HERMAN, ESQUIRE, PC
                  426 - 428 East Baltimore Pike
                  P.O. Box 2090
                  Media, PA 19063
                  Tel: (610) 891-6500
                  E-mail: lmh@lmhlaw.com

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

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

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

The petition was signed by Joel A. Harden, member.


155 EAST: Hearing on Cash Collateral Use Continued to Jan. 25
-------------------------------------------------------------
On Oct. 27, 2011, the U.S. Bankruptcy Court for the District of
Nevada approved a second stipulation to continue the final cash
collateral use hearing in the Chapter 11 case of East Tropicana,
LLC.

The date of the final hearing to determine the use of cash
collateral will be continued to Jan. 25, 2012, at 9:30 a.m.
Objections, if any, are due Jan. 11, 2012, and the deadline to
file and serve any replies to the oppositions will be continued
until Jan. 18, 2012.

Pursuant to the second extension stipulation, the Debtors are
authorized to pay the costs of administration and to operate the
Company's business in the ordinary course through the continued
final hearing date.

The stipulation was entered among 155 East Tropicana, LLC, and 155
East Tropicana Finance Corp., Canpartners Realty Holding Company
IV LLC, as agent, credit facility lender and holder of senior
secured notes, and U.S. Bank National Association, in its capacity
as trustee.

A copy of the Second Extension Stipulation is available for free
at http://bankrupt.com/misc/155east.dkt221.pdf

                     About 155 East Tropicana

155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Canpartners Realty Holding Co. IV LLC acquired 98.4% of the $130
million in 8.75% second-lien senior secured notes.  An additional
$32.2 million of interest is owing on the second-lien debt, with
US Bank NA as the indenture trustee.  Holders of the $14.5 million
in first-lien debt have Wells Fargo Capital Finance Inc. as their
agent.  The first-lien obligation is fully secured.  Interest has
been paid at the default rate.

Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon
Silver, in Las Vegas, Nevada, serve as counsel to the Debtors.
Garden City Group, Inc., is the claims agent.  William G. Kimmel &
Associates has been hired to provide an appraisal of the Debtors'
casino hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.


155 EAST: Wants Plan Exclusivity Deadline Extended to Jan. 28
-------------------------------------------------------------
155 East Tropicana, LLC, and 155 East Tropicana Finance Corp. ask
the U.S. Bankruptcy Court for the District of Nevada to extend the
exclusive period to file a plan and the exclusive period to
secured acceptance of the Debtor's plan filing deadline to
Jan. 28, 2012, and April 28, 2012, respectively.  The plan
exclusivity and acceptance exclusivity deadlines expire on Nov.
29, 2011, and Jan. 28, 2011, respectively, absent an extension.

The Debtors relate that Innovation Capital, LLC, whose employment
as the Debtors' financial advisor for capital raising transactions
and M&A transactions was only approved on Oct. 21, needs a
realistic timeframe to conclude its Transaction Process, and thus
provide the Debtors with a viable means of reorganization.

The hearing on the motion is scheduled for Nov. 29, 2011, at 11:00
a.m.

                     About 155 East Tropicana

155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Canpartners Realty Holding Co. IV LLC acquired 98.4% of the
$130 million in 8.75% second-lien senior secured notes.  An
additional $32.2 million of interest is owing on the second-lien
debt, with US Bank NA as the indenture trustee.  Holders of the
$14.5 million in first-lien debt have Wells Fargo Capital Finance
Inc. as their agent.  The first-lien obligation is fully secured.
Interest has been paid at the default rate.

Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon
Silver, in Las Vegas, Nevada, serve as counsel to the Debtors.
Garden City Group, Inc., is the claims agent.  William G. Kimmel &
Associates has been hired to provide an appraisal of the Debtors'
casino hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.


32ND STREET: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 32nd Street LLC
        355 N. Calvert Street
        Baltimore, MD 21202

Bankruptcy Case No.: 11-31839

Chapter 11 Petition Date: November 2, 2011

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: Michael O. Ramsey, Esq.
                  2122 Maryland Ave.
                  Baltimore, MD 21218
                  Tel: (410) 752-0035
                  Fax: (410) 752-0062
                  E-mail: michaeloramsey@mac.com

Scheduled Assets: $951,450

Scheduled Debts: $1,375,000

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb11-31839.pdf

The petition was signed by Ronald Persaud, managing member.


3TXG LP: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 3TXG, LP
        4430 W. Maple Dr.
        Friendswood, TX 77546

Bankruptcy Case No.: 11-80574

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Ronald Julius Smeberg, Esq.
                  THE SMEBERG LAW FIRM PLLC
                  12002 Bandera Rd., Suite 102
                  Helotes, TX 78023
                  Tel: (866) 512-9928
                  Fax: (866) 568-4107
                  E-mail: Ronaldsmeberg@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-80574.pdf

The petition was signed by Kamlesh Hasmukh, managing member of
Southern School, LLC, general partner.


500 WESTBROOK: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 500 Westbrook, LLC
        528 Stroudwater Street
        Westbrook, Me 04092

Bankruptcy Case No.: 11-21598

Chapter 11 Petition Date: November 4, 2011

Court: U.S. Bankruptcy Court
       District of Maine (Portland)

Debtor's Counsel: Richard P. Olson, Esq.
                  PERKINS OLSON, PA
                  32 Pleasant Street
                  P.O. Box 449
                  Portland, ME 04112
                  Tel: (207) 871-7159
                  E-mail: rolson@perkinsolson.com

Scheduled Assets: $4,000,000

Scheduled Debts: $2,414,500

The Company?s list of its nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/meb11-21598.pdf

The petition was signed by Jason Snyder, manager.


AEROSPACE INC: Moody's Upgrades Corporate Family Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of B/E Aerospace, Inc. ("B/E
Aerospace") to Ba1 from Ba2. Separately Moody's affirmed the
company's senior secured revolving credit facility rating at Baa2
and upgraded the senior unsecured notes to Ba2 from Ba3. The
rating outlook is stable.

Rating Upgrades and Assessment Changes:

   Issuer: B/E Aerospace, Inc.

   -- Corporate Family Rating, Upgraded to Ba1 from Ba2

   -- Probability of Default Rating, Upgraded to Ba1 from Ba2

   -- Senior Unsecured Notes, Upgraded to Ba2 (LGD4, 64%) from Ba3
      (LGD4, 67%)

   -- Senior Unsecured Shelf, Upgraded to (P)Ba2 from (P)Ba3

RATINGS RATIONALE

The upgrade reflects Moody's belief that the company's market
leadership position as a Tier One supplier to aircraft and
aerospace manufacturers, growing and diverse installed product
base, and profit margins meaningfully above peers will likely
sustain recent strong improvements to the company's credit
profile. B/E Aerospace's Q3 2011 earnings reflect the strong
momentum in operating performance and cash flow generation, with
17% organic sales growth and free cash flow ($69 million) in
excess of reported earnings ($65 million), Operating profits of
17.2% in the twelve months to September 30, 2011 (inclusive of
Moody's accounting adjustments) are near an all-time high.
Importantly operating margins remained relatively stable
throughout the aerospace industry down-cycle of 2008-09, despite
revenue declines. Moody's expects B/E Aerospace to sustain high
operating margins for some time, as the company should benefit
from expanding OEM aircraft deliveries as well as a growing
aftermarket component of revenues. High-margin aftermarket sales
should grow as the operators and lessors have increased demand for
cabin interior installation and reconfiguration work, and are
outsourcing a growing portion of this to third parties. As well
B/E Aerospace has high-value content on new twin-aisle airplane
programs (B787, A350XWB) that will deliver in significant number
over this decade.

Key credit metrics (Debt to EBITDA of 2.9 times, EBIT to Interest
of 3.5 times in the twelve months to September 30, 2011) are in
the mid-range for Ba1-rated companies. Free Cash Flow to Debt of
18.7% (twelve months to September 30, 2011) is at the high end of
the rating category, and among the highest for the industry.
Moodys' expects the company to generate free cash flow above $200
million over the next twelve months, notwithstanding some
anticipated cash uses (for working capital related to inventory
builds as well as higher capital spending, in anticipation of
higher production rates). The Ba1 rating incorporates flexibility
for moderate sized acquisitions as the company has historically
done, but Moody's does not anticipate B/E Aerospace would pursue a
transformational acquisition (large debt-funded, and/or outside of
B/E Aerospace's core competencies). Moody's expects acquisition
activity to be restrained over the intermediate term and funded
mostly with internally generated cash.

The Ba1 rating reflects B/E Aerospace's market leadership position
as the largest manufacturer of cabin interiors - seating,
lighting, galley systems- and a leading distributor of aerospace
fasteners and consumables. Bookings have exceeded revenues during
the first nine months of 2011, portending further build-up of B/E
Aerospace's large backlog (about 1.5 times revenues). The large
backlog provides good visibility into forward operating
performance. As well, B/E Aerospace's large installed base on
commercial and military aircraft as well as broad customer base
(operators, OEM's, lessors, MRO's, military) ensures some revenue
stability through the cycle. The Ba1 rating is supported by B/E
Aerospace's very good liquidity, with a large ($750 million)
unused revolving credit facility and the expectation of growing
free cash flow as well as moderate ongoing cash demands (no debt
maturities until 2018).

The Ba2 rating on the senior unsecured notes reflects their
effective subordination to the senior secured bank debt ($750
million revolving credit facility) in the capital structure.
Affirmation of the Baa2 rating for the senior secured revolving
facility reflects Moody's belief that as companies approach the
threshold of investment grade ratings, the lower default risk
inures more to the benefit of junior creditors (typically, senior
unsecured debt holders) than to the secured creditors. For
example, as companies transition to investment-grade credit
profiles security provisions often fall away (either as written
into existing credit agreements, or upon refinancing of currently
secured facilities). Therefore, the significance of collateral
considerations in the expected loss rating framework is lessened
as the credit profile improves - with junior creditors also
indirectly sharing in any improved cushion in residual value
pledged to secured creditors.

The stable outlook reflects Moody's expectation of further
operating performance improvements, with sustained growth in
global revenue passenger miles and continued high level of MRO
activity, leading to credit metrics sustained near the mid-range
of the Ba1 rating category. A higher rating, while unlikely at
this time, would likely require maintaining operating performance
improvements such that Debt-to-EBITDA is sustained below 2.5 times
and EBIT-to-Interest is sustained above 4.0 times. Sustaining
above-average operating margins, conservative financial policies
and very good liquidity levels would be required for a rating
upgrade or positive outlook. The rating and/or outlook could come
under downward pressure if operating margins were to become
pressured, leading to Debt-to-EBITDA approaching 3.5 times and
EBIT-to-Interest below 3.0 times. Any outsized shareholder-
friendly initiatives (especially if funded with debt) or inability
to execute on the backlog with the accelerated OEM production
rates could also warrant consideration for potential negative
rating action(s).

B/E Aerospace, Inc is the world's largest manufacturer of
commercial and general aviation cabin interior products and a
major independent distributor of aerospace fasteners. B/E
Aerospace's products include aircraft seats, equipment for food
and beverage preparation and storage, oxygen delivery systems, a
broad line of aerospace fasteners and certain engineering and
design services. Revenue for the last twelve months through
September 30, 2011 was approximately $2.4 billion.

The principal methodology used in rating B/E Aerospace, Inc. was
the Global Aerospace and Defense Industry Methodology published in
June 2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009. Please see the Credit Policy page on
www.moodys.com for a copy of these methodologies.


ALABAMA AIRCRAFT: Court Converts Case to Chapter 7 Liquidation
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alabama Aircraft Industries Inc. gave up hope
confirming even a liquidating Chapter 11 plan and prevailed on the
U.S. Bankruptcy judge in Delaware to convert the case last week to
a liquidation in Chapter 7 where a trustee was appointed.  When
the business was sold in September, the company lost the right to
use cash and couldn't pay its bills, including $300,000 for goods
and services provided during the Chapter 11 case and $750,000 in
fees owing to professionals.

Alabama Aircraft filed a motion to convert the case to a
liquidation under Chapter 7 in October 2011.

                       About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provided aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, as well as its corporate
office, is located at the Birmingham International Airport.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed: Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations.  The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.  Alabama Aircraft estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

The Debtor won Court authority at the end of August 2011 to sell
its assets to a unit of Kaiser Group Holdings Inc. for $500,000
and up to $30 million in recoveries from potential litigation.


ALEX SONG: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Alex Song D.D.S., PC
        220 Horizon Drive, Suite F
        Henderson, NV 89015

Bankruptcy Case No.: 11-27166

Chapter 11 Petition Date: October 31, 2011

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

Debtor's Counsel: Charles T. Wright, Esq.
                  PIET & WRIGHT
                  3130 S. Rainbow Boulevard, Suite 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  E-mail: tiffany@pietwright.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb11-27166.pdf

The petition was signed by Alex Song, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Alex Young Song and Traci Ngoc Doan   10-29635            09/30/11
Horizon Nevada, LLC.                  10-29635            10/18/11
Song's Dentistry, PC                  11-27170            10/31/11


ALLY FINANCIAL: Incurs $210 Million Net Loss in Third Quarter
-------------------------------------------------------------
Ally Financial Inc. reported a net loss of $210 million for the
third quarter of 2011, compared to net income of $113 million in
the prior quarter and net income of $269 million for the third
quarter of 2010.  Core pre-tax income, which reflects income from
continuing operations before taxes and original issue discount
(OID) amortization expense primarily from bond exchanges, totaled
$102 million in the third quarter of 2011, compared to $466
million in the prior quarter and $635 million in the comparable
prior year period.

The decline in third quarter income was largely driven by a
$471 million pre-tax loss related to the negative impact of the
mortgage servicing rights (MSR) valuation, net of hedge, resulting
from a decline in interest rates and market volatility.  Excluding
the impact of the MSR valuation, net of hedge, core pre-tax income
was $573 million during the quarter.  Additionally, Ally had lower
lease gains, as lease termination levels declined in line with the
company's expectations.

In order to proactively address the changes in the mortgage
industry as a whole, the company will take immediate action to
reduce its focus on the correspondent mortgage channel.  Ally will
maintain correspondent relationships with its key customers and
will continue to participate in the consumer and broker lending
channels, which are higher margin businesses.  The correspondent
channel represents approximately 84 percent of the Company's
mortgage originations year-to-date.  As a result, Ally's exposure
to MSR asset volatility will decrease over time, and the company
will be better positioned to comply with Basel III requirements.

"Ally's leading global auto finance and Ally Bank franchises
performed well in the third quarter with strong growth and solid
profitability," said Ally Chief Executive Officer Michael A.
Carpenter.  "Unfortunately, this was offset by the valuation of
the MSR asset during a period of extraordinary market turmoil."

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

                        http://is.gd/7wmvYg

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

The Company's balance sheet at June 30, 2011, showed
$178.88 billion in total assets, $158.46 billion in total
liabilities, and $20.42 billion in total equity.

                         *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


AMERICAN AXLE: Closes Sale of $200 Million Senior Notes Due 2019
----------------------------------------------------------------
American Axle & Manufacturing, Inc., completed the closing of the
sale of $200 million aggregate principal amount of 7.75% senior
notes due 2019.  The Notes are guaranteed on a senior unsecured
basis by the Company and certain of AAM's current and future
subsidiaries.

The Notes were issued by AAM pursuant to an Indenture, dated as of
Nov. 3, 2011, by and among AAM, the Guarantors and U.S. Bank
National Association, as trustee, which governs the terms of the
Notes.

On Oct. 31, 2011, the Company, AAM and the subsidiary guarantors
entered into an underwriting agreement with J.P. Morgan Securities
LLC, as the representative of the several underwriters named
therein.  A copy of the Underwriting Agreement is available for
free at  http://is.gd/kHPt8h

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

The Company's balance sheet at Sept. 30, 2011, showed $2.23
billion in total assets, $2.60 billion in total liabilities, and a
$373.30 million total stockholders' deficit.

                          *     *     *

In June 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'BB-' from 'B+'.  The outlook is stable. "At the same
time, we raised our issue-level ratings on the company's senior
secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B'
from 'B-'.  All the recovery ratings on the debt remain
unchanged," S&P stated.  "The upgrade reflects our opinion that
American Axle's credit measures will improve further over the next
12 months under the gradual recovery in North American auto
demand, and that the company's leverage will decline to 3.5x,"
said Standard & Poor's credit analyst Lawrence Orlowski.

As reported by the TCR on June 3, 2011, Moody's Investors Service
raised American Axle's Corporate Family Rating and Probability of
Default Rating to 'B1' from 'B2'.  The raising of American Axle's
CFR to B1 incorporates Moody's expectation that the company's
improved year-over-year EBIT margin will largely be sustained over
intermediate-term despite potential temporary automotive
production disruptions and high gasoline prices.


AMR CORP: American Airlines Reports 83.2% October Load Factor
-------------------------------------------------------------
American Airlines reported an October load factor of 83.2 percent,
which compares to 83.6 percent in the same period last year.
American's capacity and traffic were 0.7 percent and 1.1 percent
lower year-over-year, respectively.

Domestic load factor increased 0.3 points to 84.9 percent, as
capacity and traffic decreased by 2.1 and 1.8 percent year-over-
year, respectively.  International traffic was consistent relative
to last October on a capacity increase of 1.5 percent, resulting
in international load factor being lower by 1.3 points versus the
same period last year.

American boarded 7.2 million passengers in October.

A detailed traffic and capacity report is available for free at:

                        http://is.gd/z0U5f0

                        About AMR Corporation

Headquartered in Fort Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings from
Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


AMTRUST FINANCIAL: Court Confirms Amended Chapter 11 Plan
---------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court issued
an order confirming AmTrust Financial's Amended Joint Plan of
Reorganization.

The AmFin Plan incorporates a proposed compromise and settlement
regarding the holders of the Senior Notes Claims. Specifically,
the holders of the Senior Notes Claims have agreed (a) that each
holder will be treated as the holder of a single Unsecured Claim
against the consolidated Debtors, (b) to have any liens, security
interests, mortgages or guaranties granted pursuant to the Senior
Notes Agreement be disregarded for all purposes under the AmFin
Plan, (c) to the substantive consolidation of the Debtors' estates
pursuant to the AmFin Plan, and (d) to the designation of
directors of Reorganized AFC in the manner set forth in the AmFin
Plan.

Holders of Senior Notes Claims have also agreed that the
Noteholder Settlement Amount of $2.0 million will not be
distributed to holders of Senior Notes Claims but will be instead
be distributed to or reserved for other holders of Class 6 and
Class 8 Claims -- other than the Subordinated Notes Claims -- on a
pro rata basis.

In consideration for such agreements by the holders of the Senior
Notes Claims, the Debtors have agreed that the Senior Notes will
have Allowed Unsecured Claims in an agreed aggregate amount of
$100,763,414.93 and that the Subordinated Notes will have an
Allowed Unsecured Claims in an agreed aggregate amount of
$53,628,210.13.

The Debtors also have agreed (a) that any claim for recovery of
the roughly $11.8 million paid by the Debtors to holders of Senior
Notes Claims in October 2009 will be settled in full by the
redistribution of the Noteholder Settlement Amount, (b) not to
object to any claims filed by the holders of the Senior Notes, or
their professionals or by the Bank of New York Mellon, as
collateral agent for the Senior Notes, or its professionals, for
substantial contribution under section 503(b) of the Bankruptcy
Code up to an aggregate amount of $950,000, (c) to the designation
of the Board of Directors of Reorganized AFC as set forth in the
AmFin Plan, and (f) to the releases of the holders of Senior Notes
Claims and their respective present or former directors, officers,
employees, attorneys, accountants, underwriters, investment
bankers, financial advisors, representatives and agents, as set
forth in the AmFin Plan.

                       About AmTrust Financial

AmTrust Financial Corp. (PINK: AFNLQ) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors.
Kurtzman Carson Consultants serves as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


ARCSOURCE NICHOLS: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: ArcSource Nichols, LLC
        36 London Lane
        Seabrook, NH 03874

Bankruptcy Case No.: 11-14034

Chapter 11 Petition Date: October 31, 2011

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Jennifer Rood, Esq.
                  BERNSTEIN SHUR
                  670 N. Commercial Street, Suite 108
                  P.O. Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775
                  E-mail: jrood@bernsteinshur.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 12 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nhb11-14034.pdf

The petition was signed by Stephen M. Nichols, managing member.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Katim Inc.                            11-12059           5/23/11
ArCsource, Inc.                       11-12060           5/23/11


ASSET ACCEPTANCE: Moody's Assigns 'B1' Rating to Credit Facility
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Asset Acceptance
Capital Corp.'s (AACC) new senior secured credit facility. Moody's
also affirmed AACC's Corporate Family Rating at B1 and changed the
firm's rating outlook to stable from negative.

RATINGS RATIONALE

The change in rating outlook to stable from negative reflects the
fact that AACC has made progress improving its collections
productivity, as evidenced by improvements in key metrics such as
operating expenses as percent of collections. The company has also
improved its accuracy and performance in portfolio forecasting and
pricing as evidenced by a moderation in frequency and magnitude of
impairment charges over the past six quarters. These measures have
led to growth in cash collections and EBITDA.

AACC still faces a number of credit challenges. Despite recent
enhancements, the company's collections productivity continues to
lag its primary competitors. Moreover, the company's business
model as a monoline acquirer and manager of charged off consumer
debt portfolios involves a deeply speculative asset class that is
inherently susceptible to model risk regarding cash flow
(collections) forecasting and portfolio valuation. And regulatory
and political risk remains high, both for AACC and the industry as
a whole.

The senior secured credit facility is AACC's only significant
debt, therefore the rating is equalized with the Corporate Family
Rating.

AACC's ratings continue to reflect the company's position as a
significant player in the US debt collection industry, as well as
its solid capital base, leverage, debt service coverage metrics
and satisfactory liquidity profile.

AACC's current ratings are:

Corporate Family Rating B1

Senior Secured Bank Credit Facility B1

The last rating action for AACC was on April 20, 2011, when
Moody's affirmed the company's ratings and assigned a negative
outlook.

The principal methodology used in rating AACC is "Analyzing the
Credit Risks of Finance Companies."

Headquartered in Warren, Michigan, AACC purchases charged-off
consumer debt from credit issuers, and then uses proprietary
methods to collect on these receivables. As of September 30, 2011
AACC reported total assets of $389 million.


ASTRO TEL: Verizon Asks Court to Toss Firm's Antitrust Suit
-----------------------------------------------------------
Abigail Rubenstein at Bankruptcy Law360 reports that Verizon
Communications Inc. on Friday asked a Florida federal court to
toss Astro Tel Inc.'s lawsuit accusing the company of abusing its
control of telecommunications infrastructure to obstruct
AstroTel's ability to serve its subscribers.

Verizon claimed in its motion to dismiss the case that AstroTel's
Sherman Act allegations must fail because the U.S. Supreme Court
has barred antitrust claims alleging insufficient access to
elements of an incumbent local telephone company's network.

Astro Tel Inc. filed for Chapter 11 protection (Bankr. M.D. Fla.
Case No. 10-29992) on Dec. 16, 2010, listing under $1 million in
assets and debts.


AURA SYSTEMS: Five Directors Elected at Annual Meeting
------------------------------------------------------
At Aura Systems Inc.'s annual meeting of stockholders held on
Oct. 27, 2011, not less than 73% of the total shares entitled to
vote were voted in favor of the election of each of Melvin
Gagerman, James Simmons, Warren Breslow, Arthur Schwartz, and
Salvador Diaz-Verson to serve on the Board of Directors until the
next annual meeting of stockholders, or until his successor is
duly elected and qualified.

Not less than 92% of the total shares entitled to vote were voted
in favor of amending the Company's Certificate of Incorporation to
increase the number of authorized shares of common stock from
75,000,000 to 150,000,000.

Not less than 91% of the total shares entitled to vote were voted
in favor of amending the Company's Certificate of Incorporation
permitting a reverse stock split.

Not less than 72% of the total shares entitled to vote were voted
in favor of amending the Company's 2006 Employee Stock Option
Plan, increasing the number of shares issuable under that plan.

Not less than 72% of the total shares entitled to vote were voted
in favor of adopting the Company's 2011 Director and Executive
Officer Stock Option Plan.

                        About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine ("AF") known as the AuraGen(R) for industrial and
commercial applications and VIPER for military applications.

Kabani & Company, Inc., in Los Angeles, Calif., expressed
substantial doubt about Aura Systems' ability to continue as a
going concern, following the Company's results for the fiscal year
ended Feb. 28, 2011.  The independent auditors noted that the
Company has historically incurred substantial losses from
operations and may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next twelve months.

The Company's Aug. 31, 2011, showed $4.60 million in total assets,
$14.64 million in total liabilities and a $10.04 million total
stockholders' deficit.


AXESSTEL INC: Reports $1.3 Million Net Income in 3rd Quarter
------------------------------------------------------------
Axesstel, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $1.30 million on $17.06 million of revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $1.12 million on
$9.07 million of revenue for the same period a year ago.

The Company also reported net income of $80,616 on $37.23 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $3.89 million on $35.75 million of revenue for the
same period during the prior year.

The Company reported a net loss of $6.31 million on $45.43 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $10.13 million on $50.82 million of revenue during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$13.53 million in total assets, $26.21 million in total
liabilities, all current, and a $12.67 million total stockholders'
deficit.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditor noted that the Company has historically
incurred substantial losses from operations, and the Company may
not have sufficient working capital or outside financing available
to meet its planned operating activities over the next twelve
months.  Additionally, there is uncertainty as to the impact that
the worldwide economic downturn may have on the Company's
operations.

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

                        http://is.gd/RlbziE

                        About Axesstel, Inc.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.


BANK OF GRANITE: Suspending Filing of Reports with SEC
------------------------------------------------------
Bank of Granite Corporation filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its common stock.  Pursuant to Rule 12h-3, the
Company is suspending reporting because there are currently less
than 300 holders of record of the common shares.  As of Nov. 3,
2011, there was no holder of the common shares.

                       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.


BANK OF GRANITE: Terminates Registration of Common Shares
---------------------------------------------------------
Bank of Granite Corporation filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment relating to each of
the following registration statements on Form S-8:

   * File No. 333-143946, of Bank of Granite Corporation, filed
     with the SEC on June 21, 2007, pertaining to the registration
     of an aggregate of 750,000 shares of the Company's common
     stock, $1.00 par value per share, issuable under Bank of
     Granite Corporation 2007 Stock Incentive Plan.

   * File No. 333-108032, of the Company, filed with the SEC on
     Aug. 15, 2003, pertaining to the registration of (i) an
     aggregate of 41,758 shares of Common Stock, issuable under
     the Bank of Granite/First Commerce Corporation Omnibus Stock
     and Incentive Plan and (ii) an aggregate of 87,686 shares of
     Common Stock issuable under the Bank of Granite/First
     Commerce Bank 1997 Nonqualified Stock Option Plan for
     Directors.

   * File No. 333-102383, of the Company, filed with the SEC on
     Jan. 7, 2003, pertaining to the registration of an aggregate
     of 400,000 shares of Common Stock, issuable under the Bank of
     Granite Employee's Profit Sharing Retirement Plan and Trust.

On Oct. 21, 2011, FNB United Corp. completed its previously
announced acquisition of the Company.  Pursuant to the terms and
conditions of the Agreement and Plan of Merger, dated as of
April 26, 2011, as amended, by and among FNB, Gamma Merger
Corporation, a wholly owned subsidiary of FNB ("Merger Sub"), 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.

As a result of the Merger, the offerings of shares of Common Stock
by the Company pursuant to the Registration Statements have been
terminated.  In accordance with an undertaking made by the Company
in the Registration Statements to remove from registration, by
means of a post-effective amendment, any securities of the Company
which remain unsold at the termination of the offerings, the
Company has filed this Post-Effective Amendment to terminate the
effectiveness of the Registration Statements and to remove from
registration all of the Common Stock registered but unsold under
the Registration Statements as of the date of this Post-Effective
Amendment, if any.

                       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.


BARKER INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Barker Investment, LLC
        P.O. Box 1856
        Coeburn, VA 24230

Bankruptcy Case No.: 11-72249

Chapter 11 Petition Date: November 2, 2011

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: Robert Tayloe Copeland, Esq.
                  COPELAND & BIEGER, P.C.
                  P.O. Box 1296
                  Abingdon, VA 24212
                  Tel: (276) 628-9525
                  Fax: (276) 628-4711
                  E-mail: rcopeland@copelandbieger.com

Scheduled Assets: $1,800,000

Scheduled Debts: $1,500,000

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

The petition was signed by James C. Kiser, sole managing member.


BEACON POWER: Asks Court to Limit Claims Trading to Protect NOLs
----------------------------------------------------------------
Katy Stech, writing for Dow Jones' DBR Small Cap, reports that
Beacon Power Corp. moved to protect the value of $166 million in
tax breaks it has gathered after years of seeping money while it
developed its electricity-storage technology.  The company also
has nearly $5 million worth of tax breaks from research
development and federal investment programs.

Beacon Power said it risks losing the tax breaks if large chunks
of its publicly traded stock change hands throughout its Chapter
11 bankruptcy case.  Those tax breaks could provide a valuable
source of money for the company as it tries to get its second
energy storage project off the ground in Northeast Pennsylvania
and reorganize its debts, including a $39 million loan that was
guaranteed by the U.S. Department of Energy.

DBR notes that company officials laid out a series of new stock-
trading procedures that require major shareholders to notify the
company of deals to sell big chunks of the company's stock.  The
rules also enable the company to formally object to those deals in
bankruptcy court.  Under the proposal, the company's major
shareholders -- anyone with at least 1,450,613 shares, or about
4.5% of its commons stock -- would have to alert the company if
they intend to sell off some of those shares.

Under the company's request, the trading restrictions would apply
to trades that happened as early as Nov. 4.

Bankruptcy court rules require a judge to approve a company's
stock-trading restrictions before they take effect. The court has
scheduled a hearing for Nov. 18 to go over the proposal.

DBR notes a company's tax losses are valuable because it can use
them to offset what it owes on future taxed income for up to 20
years. But companies whose ownership dramatically changes can lose
those benefits.  Such rules are meant to prevent outside
corporations from buying money-losing companies simply to avoid
paying taxes.

                        About Beacon Power

Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND)
-- http://www.beaconpower.com/-- designs, manufactures and
operates flywheel-based energy storage systems that it has begun
to deploy in company-owned merchant plants that sell frequency
regulation services in open-bid markets.

Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in
Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1
million guaranteed by the U.S. Energy Department.  Brown Rudnick
and Potter Anderson & Corroon serve as the Debtor's counsel.

Tyngsboro, Massachusetts-based Beacon listed assets of $72 million
and debt totaling $47 million, including $39.1 million owing on
the government-guaranteed loan.  Beacon built a $69 million
facility with 20 megawatts of balancing capacity in Stephentown,
New York, funded mostly by the Energy Department loan.

Beacon Power is the second cleantech company which has been backed
by the U.S. Department of Energy via loan guarantees to fail this
year.  The first was Solyndra, which declared Chapter 11
bankruptcy on Sept. 6, 2011.


BERNARD L. MADOFF: Justice Dep't. Won't Probe SEC Lawyer Kotz
-------------------------------------------------------------
Andrew Ackerman, writing for The Wall Street Journal, reports that
the U.S. Justice Department doesn't plan to investigate whether
David Becker, the Securities and Exchange Commission's former top
attorney, broke conflict-of-interest laws when he participated in
the agency's handling of the Bernard Madoff Ponzi scheme.

The Journal recounts SEC Inspector General David Kotz had
recommended the Justice Department review whether Mr. Becker broke
laws in a September report that argued Mr. Becker participated
"personally and substantially" in the agency's handling of the
Madoff fraud case at a time when he had a personal financial
interest.

"The Justice Department recently informed us that after careful
review of the information we sent them, they have decided not to
pursue a criminal prosecution with respect to the Becker matter,"
Mr. Kotz said in a statement.

WSJ relates William Baker, an attorney who represents Mr. Becker,
said Justice Department officials told him last week that they
didn't intend to open in investigation in response to the Kotz
referral. A Justice Department spokeswoman declined to comment.

WSJ notes Mr. Becker and his two brothers were heirs to their
mother's 2004 estate, which included about $2 million that had
been invested with the Madoff firm.  In the fall of 2009, Mr.
Becker advised the commission on how Mr. Madoff's victims should
be compensated, favoring a "constant-dollar approach" that would
essentially take into account inflation when calculating victims'
claims. Though the commission voted in favor of that method, it
hasn't yet been implemented.  SEC Chairman Mary Schapiro has said
the SEC would act on Mr. Kotz's recommendation that the SEC redo a
vote on victims' compensation methods.

In his defense, WSJ recounts, Mr. Becker has said he informed Ms.
Schapiro and other top agency officials about his tie to the
Madoff case. He also received clearance from the SEC's former
ethics counsel to work on Madoff matters.

                      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.


BERNARD L. MADOFF: Court Told to Reconsider KPMG Appeal in Lawsuit
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the U.S. Supreme
Court on Monday ordered a Florida court to reconsider a KPMG LLP
appeal that seeks to stop a Florida lawsuit alleging the
accounting firm failed to properly audit three funds that invested
with Bernard Madoff.

                       About Bernard L. Madoff

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

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

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

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

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

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.


BEULAH LAND: Files for Chapter 11 to Force Lender Talks
-------------------------------------------------------
Lance Griffin at dothaneagle.com reports that Birmingham, Ala.,
bankruptcy attorney Dan Sparks said on Nov. 7, 2011, that Greater
Beulah Baptist Church and Beulah Land Christian Academy are
expected to continue their normal ministries following the Chapter
11 bankruptcy filing of Beulah Land Inc.

"Beulah Land, Inc., filed for Chapter 11 protection as an
offensive maneuver to be able to negotiate more favorable payment
terms with its only lender, (Evangelical Christian Credit Union of
California).  Greater Beulah Baptist Church is a separate legal
entity, with separate assets and a wholly separate budget," the
report quotes Mr. Sparks as saying.

According to the report, ECCU is owed $4.6 million.  It lists
$3 million in collateral, leaving an unsecured amount of
$1.6 million.  Mayer Electric Supply is also listed as a creditor
with a claim of $3,565.

Greater Beulah Baptist Church was started in 1907 in the Lakeview
Community of Dothan, Alabama.  It was later known as Adams Street
Baptist Church before finding a home on Headland Avenue as Greater
Beulah again.


BLUEKNIGHT ENERGY: MSD Capital Owns 23.1% of Common Units
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, MSD Capital, L.P., and its affiliates
disclosed that they beneficially own 5,512,786 shares of common
units of Blueknight Energy Partners, L.P., representing 23.1% of
the units outstanding.  A full-text copy of the filing is
available for free at http://is.gd/WvE1F1

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$327.44 million in total assets, $372.97 million in total
liabilities, and a $45.52 million total partners' deficit.


BOYD GAMING: S&P Rates $350-Mil. Incremental Term Loan at 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Boyd Gaming Corp.'s $350 million incremental term loan,
with a recovery rating of '1', indicating our expectation for very
high (90% to 100%) recovery for lenders in the event of a payment
default.

"Our 'B' corporate credit rating and stable outlook on Boyd remain
unchanged," S&P said.

"The 'B' corporate credit rating reflects our assessment of Boyd's
financial risk profile as highly leveraged, given the company's
high debt leverage, modest covenant cushion over the next few
quarters, and the potential need -- based on our current
performance expectations -- to seek covenant relief to address
step-downs in the total leverage covenant in 2012. Somewhat
offsetting these negative financial risk factors is our
expectation that Boyd will continue to generate moderate levels of
free operating cash flow that it can use to repay debt, that
wholly owned EBITDA interest coverage will remain at or near 2x,
and that the company would be successful in amending covenant
levels, if necessary," S&P related.

"While leverage will remain somewhat weak for the rating over the
intermediate term, the corporate credit rating takes support from
our expectation that EBITDA interest coverage will remain at or
near 2x," said Standard & Poor's credit analyst Melissa Long. She
added, "Another credit-supporting factor is Boyd's solid debt
maturity profile following the issuance of the incremental term
loan."

"Even though under our performance expectations, the company's
sources of liquidity (including cash and revolver availability and
pro forma for the issuance of the incremental term loan) exceed
uses over the next 12 months by 1.2x, we assess Boyd's liquidity
profile as less than adequate according to our criteria because we
do not believe that covenant headroom under Boyd's tightest
covenant is sufficient to withstand an EBITDA decline of 10%
without a breach," S&P said.

"Pro forma for the issuance of the $350 million incremental term
loan, we believe that Boyd will have adequate liquidity under its
extended revolver to address the May 2012 maturity of its
nonextending revolver, which had about $415 million outstanding
after the IP acquisition. We expect that the company will
terminate the commitments under the nonextending revolver as part
of its transaction. Pro forma for the term loan issuance, debt
maturities will be limited to about $40 million in term loan
amortization per year until 2014, when Boyd's $216 million 6.75%
senior subordinated notes mature," S&P said.


BRIGHT DREAM: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Bright Dream, LLC
        2320 Candlestick Dr
        Antioch, CA 94509

Bankruptcy Case No.: 11-53382

Chapter 11 Petition Date: November 1, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Illyssa I. Fogel, Esq.
                  ILLYSSA I. FOGEL & ASSOCIATES
                  P.O. Box 437
                  25 N. US Hwy 95 S.
                  McDermitt, NV 89421
                  Tel: (775) 532 8088
                  Fax: (775) 532 8099
                  E-mail: ifogel@iiflaw.com

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

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

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

The petition was signed by William M. Strickland, managing member.


BROWN/MCKENNA MANAGEMENT: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Brown/McKenna Management, LLC
        18459 Pines Boulevard, #427
        Pembroke Pines, FL 33029

Bankruptcy Case No.: 11-40877

Chapter 11 Petition Date: November 5, 2011

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

Judge: Raymond B. Ray

Debtor's Counsel: John A. Moffa, Esq.
                  MOFFA & BONACQUISTI, P.A.
                  1776 N. Pine Island Road, #222
                  Plantation, FL 33322
                  Tel: (954) 634-4733
                  Fax: (954) 337-0637
                  E-mail: john@trusteelawfirm.com

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

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

The Company?s list of its 18 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb11-40877.pdf

The petition was signed by Kevin McKenna, management member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
6195 NW 27th Avenue                   --                  11/04/11
Kevin S. McKenna & Sherie K. McKenna  08-24931            10/09/08


C&D TECHNOLOGIES: Blackout Period to Start Nov. 28
--------------------------------------------------
Due to the anticipated merger involving C&D Technologies, Inc.,
contemplated by that certain Agreement and Plan of Merger, dated
as of Oct. 3, 2011, by and among the Company, Angel Holdings LLC
and Angel Acquisition Corp., a blackout period is expected to
begin on Nov. 28, 2011, and is expected to end upon completion of
the merger for participants in the C&D Technologies Savings Plan.
During the Blackout Period, participants invested in the Company's
common stock will be unable to exchange, obtain a loan or receive
distributions.  The Blackout Period is necessary, in the event the
transactions contemplated by the Merger Agreement are consummated,
to provide the Plan's administrator with sufficient time to cause
the conversion of the Company's common stock into the cash merger
consideration contemplated by the Merger Agreement.

As a result of the foregoing, on Nov. 3, 2011, the Company sent a
notice to its directors and executive officers notifying them of
the Blackout Period and informing them that during the Blackout
Period, they will be prohibited from engaging in transactions in
equity securities of the Company.  Specifically, those directors
and executive officers will be prohibited from purchasing, selling
or otherwise acquiring or transferring (directly or indirectly)
any shares of the Company's common stock or any other equity
securities of the Company, including the exercise of stock options
and derivative transactions.

In the Notice, the Company designated David Anderson, Vice
President, General Counsel and Secretary of the Company, at 1400
Union Meeting Road, Blue Bell, Pennsylvania 19422 and (215) 619-
2700, to respond to inquiries about the Blackout Period.

The Notice was provided to the Company's directors and executive
officers pursuant to the requirements of Section 306 of the
Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and
Exchange Commission's Regulation BTR.

                       About C&D Technologies

C&D Technologies, Inc., is a manufacturer, marketer and
distributor of electrical power storage systems for the standby
power storage market.  The Company makes lead acid batteries and
standby power systems that integrate lead acid batteries with
other electronic components, which are used to provide backup or
standby power for electrical equipment in the event of power loss
from the primary power source.

The Company reported a net loss of $55.55 million on
$354.83 million of net sales for the fiscal year ended Jan. 31,
2011, compared with a net loss of $25.78 million on
$335.71 million of net sales during the prior fiscal year.

The Company's balance sheet at July 31, 2011, showed
$251.29 million in total assets, $156.23 million in total
liabilities, and $95.05 million in total equity.

C&D Technologies in December 2010 escaped a bankruptcy filing
after completing an out-of-court restructuring that reduced the
Company's total debt from approximately $175 million to
$50 million.  The Company in September had entered into a
restructuring support agreement with noteholders to a
restructuring that will be effected through (i) an offer to
exchange the Company's outstanding notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code, if
the exchange offer fails to get the requisite support.  C&D
Technologies elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
Nov. 1, 2010.


CALIFORNIA STATEWIDE: S&P Lifts Rating on D-3 Bonds From 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'AAA' from 'BBB' on California Statewide Communities Development
Authority's series 2002 D-1 multifamily housing revenue refunding
bonds and raised its long-term rating to 'AAA' from 'BB' on the
authority's series 2002 D-3 multifamily housing revenue refunding
bonds, both of which were issued on behalf of the Citrus Gardens
Apartments Project. The outlook on both ratings is not meaningful.

"The raised ratings reflect our view of the authority's cash-flow
schedule demonstrating that the funds placed in escrow will
produce the amounts necessary to provide timely payment of
principal, interest, and premiums for the bonds on the redemption
dates," said Standard & Poor's credit analyst Alexis Laing.


CHEF SOLUTIONS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Chef Solutions Holdings, LLC, et al.,, filed with the U.S.
Bankruptcy Court for the District of Delaware their schedules of
assets and liabilities.

Chef Solutions Holdings, LLC, disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property
B. Personal Property
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $49,009,831
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                          $654,585
                                -----------      -----------
       TOTAL                             $0      $49,664,416

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/chefsolutions.dkt183.pdf

Orval Kent Food Company, LLC, disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------     ------------
A. Real Property               $16,535,485
B. Personal Property           $82,939,653
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $49,009,832
E. Creditors Holding
    Unsecured Priority
    Claims                                          $322,532
F. Creditors Holding
    Unsecured Non-priority
    Claims                                      $118,376,576
                                -----------     ------------
       TOTAL                    $99,476,138     $167,708,940

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/chefsolutions.dkt184.pdf

Orval Kent Parent, LLC, disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property
B. Personal Property
C. Property Claimed as
    Exempt                                       $49,009,831
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims
F. Creditors Holding
    Unsecured Non-priority
    Claims
                                -----------      -----------
       TOTAL                             $0      $49,009,831

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/chefsolutions.dkt185.pdf

CS Distribution Holdings, LLC, disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property
B. Personal Property
C. Property Claimed as
    Exempt                                       $49,009,831
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims
F. Creditors Holding
    Unsecured Non-priority
    Claims
                                -----------      -----------
       TOTAL                             $0      $49,009,831

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/chefsolutions.dkt186.pdf

CS Distributors, Inc. of Ohio disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property
B. Personal Property
C. Property Claimed as
    Exempt                                       $49,009,831
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims
F. Creditors Holding
    Unsecured Non-priority
    Claims
                                -----------      -----------
       TOTAL                             $0      $49,009,831

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/chefsolutions.dkt187.pdf

CS Prepared Foods Holdings, LLC, disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property
B. Personal Property
C. Property Claimed as
    Exempt                                       $49,009,831
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims
F. Creditors Holding
    Unsecured Non-priority
    Claims
                                -----------      -----------
       TOTAL                             $0      $49,009,831

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/chefsolutions.dkt188.pdf

Orval Kent Holdings, Inc., disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property
B. Personal Property
C. Property Claimed as
    Exempt                                       $49,009,831
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims
F. Creditors Holding
    Unsecured Non-priority
    Claims
                                -----------      -----------
       TOTAL                             $0      $49,009,831

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/chefsolutions.dkt189.pdf

Orval Kent Intermediate Holdings, Inc., disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property
B. Personal Property
C. Property Claimed as
    Exempt                                       $49,009,831
D. Creditors Holding
    Secured Claims                                        $0
E. Creditors Holding
    Unsecured Priority
    Claims
F. Creditors Holding
    Unsecured Non-priority
    Claims
                                -----------      -----------
       TOTAL                             $0      $49,009,831

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/chefholdings.dkt190.pdf

Chef Solutions Inc. disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property
B. Personal Property           $78,932,762
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $49,855,137
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                       $53,217,281
                                -----------      -----------
     TOTAL                      $78,932,762     $103,072,419

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/chefsolutions.dkt191.pdf

Orval Kent Food Company of Linares, LLC, disclosed:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------     ------------
A. Real Property
B. Personal Property           $82,902,336
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $49,009,832
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                       $77,075,479
                                -----------     ------------
       TOTAL                    $82,902,336     $126,085,311

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/chefsolutions.dkt192.pdf

                       About Chef Solutions

Chef Solutions Inc., through subsidiary Orval Kent Food, is the
second largest manufacturer in North America of fresh prepared
foods for retail, foodservice and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, with the aim
of selling the business to a joint venture between Mistral Capital
Management LLC and Reser's Fine Foods Inc.  The Debtor estimated
assets and debts both exceeding $100 million.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Judge Gross has authorized Chef Solutions to borrow $9 million to
fund operations as the Company gears up to sell its assets.

A joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc. has signed a contract to buy the business for
$36.4 million in cash and $25.3 million in secured debt.  The deal
is subject to higher and better offers.

Lowenstein Sandler PC represents the creditors' committee
appointed in the case.


CHOCTAW RESORT: S&P Affirms 'B-' Issuer Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' issuer credit
rating on Philadelphia, Miss.-based Choctaw Resort Development
Enterprise (CRDE), and removed the ratings from CreditWatch with
developing implications, where they were placed on July 13, 2011.
The rating outlook is developing.

"The 'B-' issuer credit rating reflects our assessment of CRDE's
financial risk profile as highly leveraged," said Standard &
Poor's credit analyst Ariel Silverberg, "given continued near-term
refinancing risk following the amendment to CRDE's $70.1 million
term loan, which extended the maturity to May 4, 2012 from Nov. 4,
2011."  "In addition, the maturity of CRDE's $9 million revolving
credit facility (unrated), which was drawn upon to help fund
construction of the Bok Homa property, was extended to May 31,
2012 from Nov. 4, 2011.  During the extension period, pricing on
the term loan will increase in monthly increments up to 300 basis
points (bps) higher than the current spread to LIBOR/PRIME.  In
addition, CRDE agreed to pay a 1% amendment fee and make a
prepayment of 5% of the outstanding balance.  The amendment also
requires CRDE pay additional fees if certain milestone events do
not occur over the next few months."

"Our 'B-' issuer credit rating also reflects our assessment of
CRDE's business risk profile as 'weak' given its narrow business
position as an operator of a few casino properties with limited
geographic diversity and a relatively low EBITDA margin compared
with many other rated Native American gaming operators.  These
factors are somewhat offset by the limited direct competition in
the two markets that CRDE operates," S&P related.

"Notwithstanding the additional interest expense and potential for
further fees following the amendment, we expect CRDE's credit
metrics will remain good for the rating over the intermediate
term," added Ms. Silverberg.  "We believe that our expectation for
latest-12-month EBITDA generation at Dec. 31, 2011 will be the
approximate run rate of annual EBITDA generation in the future,
which should facilitate continued good free cash flow generation.
Our expectation for last-12-month EBITDA reflects, in part, the
approximate 30% growth in EBITDA in the first nine months of
fiscal 2011 (CRDE's fiscal year ends Sept. 30), as well as our
expectation for a similar rate of EBITDA growth in the fourth
quarter of fiscal 2011 and the first quarter of fiscal 2012, due
largely to a favorable comparison given that the Bok Homa casino
opened in December 2010.  Therefore, we believe that a successful
refinancing of the term loan and revolver is likely over the next
few months."


CIT Group: Wants Tyco's Suit Over $794MM Tax Deal Ended
-------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that reorganized
CIT Group Inc. on Monday asked a New York bankruptcy judge to kill
a lawsuit its former parent, Tyco International Ltd., brought over
a $794 million tax agreement, saying the suit seeks an unfair
payday.

Tyco's lawsuit, filed in June, aims to recover cash linked to a
tax agreement it entered into with CIT immediately before it sold
its stake in the lender in a 2002 initial public offering,
according to Law360.

                            About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $35 billion in finance
and leasing assets.  It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-16565).  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

CIT emerged from bankruptcy protection on Dec. 11, 2009, after
receiving confirmation of its prepackaged Chapter 11 plan of
reorganization.

                           *     *    *

In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s
Corporate Family Rating to 'B2' from 'B3'.  The rating outlook is
stable.  The upgrade reflects the progress CIT has made addressing
its most immediate organizational, operational, and financial
challenges subsequent to its bankruptcy reorganization in December
2009.  Moody's, however, notes that CIT's weak margins and
uncertainty regarding the pace and adequacy of future margin
improvements are constraints on the firm's ratings.

As reported by the Troubled Company Reporter on Aug. 7, 2011,
Dominion Bond Rating Service affirmed CIT's ratings, including its
Issuer Rating of B (high), unchanged following the Company's
second quarter 2011 financial results.


CLEARWIRE CORP: Files Form 10-Q, Incurs $84.8-Mil. Q3 Net Loss
--------------------------------------------------------------
Clearwire Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
attributable to Clearwire of $84.79 million on $332.17 million of
revenue for the three months ended Sept. 30, 2011, compared with a
net loss attributable to Clearwire of $139.42 million on
$142.16 million of revenue for the same period a year ago.

The Company also reported a net loss attributable to Clearwire of
$480.48 million on $891.59 million of revenue for the nine months
ended Sept. 30, 2011, compared with a net loss attributable to
Clearwire of $359.42 million on $359.95 million of revenue for the
same period during the prior year.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$8.76 billion in total assets, $5.15 billion in total liabilities,
and $3.61 billion in total stockholders' equity.

As a result of a strategic decision to focus investment in the
United States market, during the second quarter of 2011 the
Company committed to sell its operations in Belgium, Germany and
Spain.  The Company expects these sales to be completed within one
year.  These businesses comprised substantially all of the
remaining operations previously reported in the Company's
international segment.  In previous periods, the Company has sold
its businesses in Ireland, Poland and Romania.  The results of
operations, assets and liabilities of these international
subsidiaries were reclassified to discontinued operations
beginning in the second quarter of fiscal 2011.

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

                        http://is.gd/OsDcRj

                     About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

                          *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the Company's disclosure -- in its Form 10-Q
for quarter ended Sept. 30, 2010 -- regarding the uncertainty
about its ability to obtain additional capital and continue as a
going concern.  In Clearwire's 2010 third-quarter earnings report
and conference call, the company indicated that it expected to run
out cash by mid-2011, which is consistent with S&P's earlier
comments.  Cash totaled around $1.4 billion as of Sept. 30, 2010.


COMMERCIAL VEHICLE: Files Form 10-Q, Posts $7.3MM Q3 Net Income
---------------------------------------------------------------
Commercial Vehicle Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
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
during the prior year.

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 a year ago.

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 total stockholders' investment.

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

                        http://is.gd/QuQHTU

                   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.


COMSTOCK MINING: Measured, Indicated & Inferred Resources Up 94%
----------------------------------------------------------------
Comstock Mining Inc. posted its third National Instrument 43-101
(NI 43-101) technical report authored by Behre Dolbear & Company
(USA), Ltd., of Denver Colorado.  The 2011 Report declared a
mineral resource estimate for the Comstock Mine Project in Storey
and Lyon Counties, Nevada, of Measured and Indicated Resources
containing 1,780,000 gold equivalent ounces1, and an estimate of
an Inferred Resource containing an additional 990,000 gold
equivalent ounces.  The total of 2,770,000 Measured, Indicated,
and Inferred gold equivalent ounces is a 94% increase over the
estimate reported in the Company's previous NI 43-101 technical
report, published in August 2010.  The 2011 Report also includes
an additional 200,000 gold equivalent ounces outside of the
modeled area, in the Historical Resource Category.

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

                       http://is.gd/uopnKI

                      About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $60.32 million for the year
ended Dec. 31, 2010, compared with a net loss of $6.06 million
during the prior year.  The Company had no revenues from
operations for the years ended Dec. 31, 2010 and 2009.

The Company's balance sheet at June 30, 2011, showed
$29.85 million in total assets, $11.33 million in total
liabilities, and $18.51 million in total stockholders' equity.


COUNTRYSIDE CAMPGROUND: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Countryside Campground, LLC
        56283 Beaver Tail Road
        Askov, MN 55704

Bankruptcy Case No.: 11-36896

Chapter 11 Petition Date: November 2, 2011

Court: U.S. Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Robert J. Kressel

Debtor's Counsel: Morgan A. V. Spah, Esq.
                  DREWES LAW OFFICE
                  1516 West Lake Street, Suite 300
                  Minneapolis, MN 55408
                  Tel: (612) 285-3061
                  Fax: (612) 285-3061
                  E-mail: morgan@dreweslaw.com

Scheduled Assets: $1,267,821

Scheduled Debts: $1,103,579

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mnb11-36896.pdf

The petition was signed by Jason J. Bambenek, chairman.


CROWN MEDIA: Reports $203.3 Million Net Income in 3rd Quarter
-------------------------------------------------------------
Crown Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net income and comprehensive income of $203.28 million on
$74.04 million of total net revenue for the three months ended
Sept. 30, 2011, compared with net income and comprehensive income
of $5.91 million on $62.52 million of total net revenue for the
same period during the prior year.

The Company also reported net income and comprehensive income of
$289.11 million on $223.79 million of total net revenue for the
nine months ended Sept. 30, 2011, compared with a net loss and
comprehensive loss of $5.38 million on $196.60 million of total
net revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$935.63 million in total assets, $717.89 million in total
liabilities and $217.74 million total stockholders' equity.

"Crown Media experienced a strong and successful third quarter.
We are pleased to report strong scatter increases, improved
ratings for the new season of our daytime programming block,
robust growth of the Hallmark Movie Channel and continued success
for our original movies," said Bill Abbott, President and CEO of
Crown Media.  "We have experienced solid growth for our overall
advertising sales revenues and are optimistic that the trend will
continue."

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

                        http://is.gd/qL8AzM

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

                          Going Concern

KPMG LLP, in Denver, the Company's independent registered public
accounting firm, rendered a going concern opinion in connection
with the financial statements included in the Company's annual
report on form 10-k for the year ended Dec. 31, 2009.  The
independent auditors noted of the Company's significant short-term
debt obligations.

KPMG LLP, however, did not issue a going concern opinion in its
report on the Company's 2010 financial statements.

                           *     *     *

As reported by the TCR on July 25, 2011, Standard & Poor's Ratings
Services assigned Studio City, Calif.-based cable network company
Crown Media Holdings Inc. its 'B' corporate credit rating.  The
outlook is stable.

"The stable rating outlook reflects our expectation that the
company could reduce its lease-adjusted leverage over the
intermediate term through EBITDA growth and modest debt repayment,
barring any unforeseen events," S&P said.


CUMMINGS LAND: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cummings Land & Livestock, LLC
        2966 East SR 32
        Heber City, UT 84032

Bankruptcy Case No.: 11-35804

Chapter 11 Petition Date: November 1, 2011

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

Judge: William T. Thurman

Debtor's Counsel: James W. Anderson, Esq.
                  MILLER GUYMON, PC
                  165 South Regent Street
                  Salt Lake City, UT 84111
                  Tel: (801) 363-5600
                  Fax: (801) 363-5601
                  E-mail: anderson@mmglegal.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/utb11-35804.pdf

The petition was signed by Douglas R. Cummings, manager.


C.W.O.L., INC.: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: C.W.O.L., Inc.
        2700 Enterprise Road
        Orange City, FL 32763

Bankruptcy Case No.: 11-16816

Chapter 11 Petition Date: November 5, 2011

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

Debtor's Counsel: Kenneth D. Herron, Jr., Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: kherron@whmh.com

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

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

The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb11-16816.pdf

The petition was signed by Martin Morales, president.


DELPHI CORP: Delphi Automotive Sets Terms of $554 Million IPO
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Delphi Automotive
PLC said it plans to sell 24.08 million shares at an estimated
price range of $22 to $24 a share in its upcoming initial public
offering.


                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000


DBSD NORTH AMERICA: Sprint Settles Deal With DBSD, Dish
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Sprint Nextel Corp.
said it has worked out a major dispute with DBSD North America
Inc. and proposed buyer Dish Network Corp. over its $104 million
claim for bandwidth clearing fees in DBSD's bankruptcy.

Law360 says the agreement would remove a barrier to Dish's
proposed acquisitions out of bankruptcy of DBSD and TerreStar
Networks Inc., with Sprint withdrawing petitions seeking to deny
Dish the right to use the spectrum bandwidth it would need.

                      About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-13061) on May 15,
2009.  James H.M. Sprayregen, Esq., and Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in
Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

DISH is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DESERT GARDENS: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Desert Gardens IV, LLC
        13621 W. Glendale Avenue
        Glendale, AZ 85307

Bankruptcy Case No.: 11-31061

Chapter 11 Petition Date: November 4, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Bradley Jay Stevens, Esq.
                  JENNINGS, STROUSS & SALMON, P.L.C.
                  One E. Washington Street, #1900
                  Phoenix, AZ 85004-2554
                  Tel: (602) 262-5955
                  Fax: (602) 495-2729
                  E-mail: bstevens@jsslaw.com

Debtor's
Financial
Advisor:          SIERRA CONSULTING GROUP, LLC

Scheduled Assets: $16,138,707

Scheduled Debts: $27,141,725

The petition was signed by Cathy L. Oliva, manager.

Debtor's List of Its 17 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HD Supply Facilities Maintenance,  Desert Gardens I        $22,719
Ltd
P.O. Box 509058
San Diego, CA 92150-9058

Short Family Trust                 Agreement               $20,000
8515 Costa Verde Boulevard, #2003
San Diego, CA 92122

DIRECTV, Inc.                      Desert Gardens II        $4,958
P.O. Box 60036
Los Angeles, CA 90060-0036

DIRECTV, Inc.                      Desert Gardens I         $4,958

Redi Carpet Sales of Arizona       Desert Gardens II        $4,427

HD Supply Facilities Maintenance,  Desert Gardens II        $4,124
Ltd

Phoenix-Issa Strategic Partners,   Desert Gardens II        $3,413
LLC

Phoenix-Issa Strategic Partners,   Desert Gardens I         $3,413
LLC

Trinity Services Inc.              Desert Gardens II        $2,471

Trinity Services Inc.              Desert Gardens I         $2,204

Redi Carpet Sales of Arizona       Desert Gardens I         $1,715

Phoenix Apartment Guide/Consumer   Desert Gardens II        $1,391
Source

Phoenix Apartment Guide/Consumer   Desert Gardens I         $1,391
Source

Criterion Block                    Desert Gardens II          $933

Advantage Plus Carpet              Desert Gardens II          $810

Andrew M. Hull                     Legal Services             $602

Wells Fargo Commercial Mortgage    Apartment               Unknown
Servicing


DIPPIN' DOTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dippin' Dots, Inc.
        5101 Charter Oak Drive
        Paducah, KY 42001-5209

Bankruptcy Case No.: 11-51077

Chapter 11 Petition Date: November 3, 2011

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Paducah)

Debtor's Counsel: Todd A. Farmer, Esq.
                  FARMER & WRIGHT, PLLC
                  329 N. 5th Street
                  P.O. Box 7766
                  Paducah, KY 42002-7766
                  Tel: (270) 443-4431
                  Fax: (270) 443-4631
                  E-mail: todd@sfk-law.com

Scheduled Assets: $20,233,130

Scheduled Debts: $12,001,078

The petition was signed by Curt Jones, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Peoples Bank                       Loan                   $657,000
2803 17th Street
P.O. Box 1639
Marion, IL 62959-1639

GMAC                               2008 Chevy Silverados   $50,420
P. O. Box 51014
Carol Stream, IL 60125-1014

Rhino Foods, Inc.                  Business Operating      $39,500
P.O. Box 1664                      Expense
Mechanicsburg, PA 17050

AMEX Corp.                         Business Operating      $35,505
                                   Expense

Cryovac Sealed Air Corp.           Business Operating      $33,265
                                   Expense

Dippin' Dots Franchising, Inc.     Business Operating      $31,126
                                   Expense

FedEx Freight East                 Business Operating      $19,383
                                   Expense

Emerson Climate                    Business Operating       $9,601
                                   Expense

Airgas Gas Operations              Business Operating       $7,950
                                   Expense

AMEX                               Business Operating       $7,260
                                   Expense

Air Liquide 11                     Business Operating       $7,069
                                   Expense

Mayekawa USA                       Business Operating       $6,101
                                   Expense

United Refrigeration               Business Operating       $5,823
                                   Expense

FedEx Freight West, Inc.           Business Operating       $5,089
                                   Expense

Aramark Uniform Services           Business Operating       $4,674
                                   Expense

DALB, Inc.                         Business Operating       $2,947
                                   Expense

Averitt Express, Inc.              Business Operating       $2,942
                                   Expense

Federal Express                    Business Operating       $2,870
                                   Expense

Auto Trim Design                   Business Operating       $2,625
                                   Expense

Paducah Water                      Utilities                $2,421


DIVERSIFIED MACHINE: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Wixom, Mich.-based auto part supplier Diversified
Machine Inc. (DMI). The outlook is stable.

"We also assigned preliminary issue ratings to DMI's proposed
debt. We assigned our 'B' preliminary issue ratings (with
preliminary '4' recovery ratings) to its proposed $175 million
term loan B," S&P stated.

"The 'B' corporate credit rating on DMI reflects our view of the
company's vulnerable business risk profile and aggressive
financial risk profile," said Standard & Poor's credit analyst
Nishit Madlani. "The profiles reflect our view that the company's
cash generation could be volatile as vehicle production levels
fluctuate, given the uncertainty in the economy. Our business risk
assessment reflects the multiple industry risks facing automotive
suppliers, including volatile demand, high fixed costs, intense
competition, and severe pricing pressures."

"The financial risk profile assessment reflects our view that
DMI's financial policies will be aggressive, given the
concentrated ownership and the possibility that the company may
pursue additional targeted acquisitions," said Mr. Madlani. This
would limit any significant debt reduction over the next two
years.


DOUGLAS PLACE: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Douglas Place, Inc.
        1111 Gateway Drive NE
        East Grand Forks, MN 56721

Bankruptcy Case No.: 11-61065

Chapter 11 Petition Date: November 1, 2011

Court: U.S. Bankruptcy Court
       District of Minnesota (Fergus Falls)

Judge: Dennis D. O'Brien

Debtor's Counsel: Jon R. Brakke, Esq.
                  VOGEL LAW FIRM
                  P.O. Box 1389
                  218 NP Avenue
                  Fargo, ND 58107-1389
                  Tel: (701) 237-6983
                  E-mail: jbrakke@vogellaw.com

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

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

The Company's list of its 14 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mnb11-61065.pdf

The petition was signed by Michael J. Bydal, CFO/CEO.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Michael J. Bydal                      11-61059            10/31/11


DYNEGY INC: Plan Support Deal Requires Ch. 11 Exit by August 2012
-----------------------------------------------------------------
Dynegy Inc. has faced a number of issues, including (i)
decreasing liquidity due to declining revenues resulting from
sustained low power prices over the past two years, (ii) an over-
leveraged balance sheet, and (iii) economically unfavorable leases
for the Leased Facilities.

According to Kent R. Stephenson, executive vice president of
Dynegy Holdings Inc., sustained low power prices over the past two
years have had a significant adverse impact on the Companies'
business and continue to negatively impact their projected future
liquidity. Specifically, Dynegy Holdings' annual consolidated
revenue peaked in the year ending December 31, 2008 (FY08) at
$3.324 billion, and has since declined to $2.468 billion in FY09
and $2.323 billion in FY10.  As further illustration of the steep
decline in revenue, for the six-month period ending June 30, 2010,
Dynegy Holdings reported consolidated revenues of $1.097 billion,
and for the six-month period ending June 30, 2011, Dynegy Holdings
reported consolidated revenues of $831 million.

In August 2010, Dynegy Inc. struck a deal to be acquired by an
affiliate of The Blackstone Group at $4.50 a share or roughly $4.7
billion.  That offer was raised to $5.00 a share in November.
Through Carl Icahn and investment fund Seneca's efforts,
shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.  The Companies
also eliminated approximately 135 positions across all functional
and geographic areas, resulting in an expected annual savings of
approximately $50 million, Mr. Stephenson related.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.  Houlihan Lokey, according to a report
by the Journal, is advising Dynegy creditors.

In the past months, a finance and restructuring committee was
created to undertake a comprehensive review of Dynegy's various
restructuring alternatives, including, without limitation, if
appropriate, reviewing and evaluating (i) possible changes to the
capital structure of Dynegy, including the issuance, repurchase or
prepayment of indebtedness or equity securities and (ii) possible
sales of Dynegy's assets.

The committee is chaired by Vincent J. Intrieri.  Other directors
on the committee are Thomas W. Elward, E. Hunter Harrison and
Samuel Merksamer.

                  August 2011 Reorganization

On August 4, 2011, Dynegy Inc., Dynegy Holdings, and certain of
their direct and indirect subsidiaries underwent a reorganization
and restructuring to, among other things, facilitate certain
credit facilities and maximize their flexibility to address
leverage and liquidity issues and to preserve the value of their
assets.

As part of the reorganization, Dynegy Holdings and its
subsidiaries effected transactions to cause:

  -- substantially all of the coal-fired power generation
     facilities to be held by Dynegy Midwest Generation, LLC, an
     indirect subsidiary of Dynegy Holdings;

  -- substantially all of the gas-fired power generation
     facilities to be held by Dynegy Power, LLC, an indirect
     subsidiary of Dynegy Holdings; and

  -- 100% of the ownership interests of Dynegy Northeast
     Generation, the entity that indirectly holds the equity
     interest in the subsidiaries that operate the Roseton and
     Danskammer power generation facilities, to be held directly
     by DHI.

As a result of the reorganization, GasCo owns a portfolio of eight
primarily natural gas-fired intermediate (combined cycle) and
peaking (combustion and steam turbines) power generation
facilities diversified across the West, Midwest and Northeast
regions of the United States, totaling 6,771 MW of generating
capacity.  CoalCo owns a portfolio of six primarily coal-fired
baseload power generation facilities located in the Midwest,
totaling 3,132 MW of generating capacity.

GasCo and CoalCo are indirect wholly owned subsidiaries of DHI and
were designed to be separately financeable.  The Company said
GasCo and CoalCo are bankruptcy remote in order to accommodate the
financings reflected by the credit facilities and to provide the
Company with greater flexibility in its efforts to address
leverage and liquidity issues and to realize value of its assets.

On September 1, 2011, Dynegy Inc. and DGIN, a direct wholly-owned
subsidiary of Dynegy Holdings, entered into a Membership Interest
Purchase Agreement whereby DGIN sold 100% of the outstanding
membership interests of Dynegy Coal HoldCo, LLC, a Delaware
limited liability company and wholly-owned subsidiary of DGIN, to
Dynegy Inc.  Coal HoldCo indirectly owns CoalCo.

In exchange for DGIN's membership interests in Coal HoldCo, Dynegy
Inc. issued an undertaking to DGIN pursuant to which Dynegy Inc.
agreed to make certain specified payments over time which coincide
in timing and amount to the payments of principal and interest
that Dynegy Holdings is obligated to make under a portion of its
Old Notes.

DGIN assigned its right to receive payments under the Undertaking
Agreement to Dynegy Holdings in exchange for a promissory note in
the amount of $1.25 billion that matures in 2027.  The Note bears
annual interest at a rate of 4.24%, which will be payable upon
maturity.  As a condition to Dynegy Inc.'s consent to the
assignment of the Undertaking Agreement, the agreement was amended
and restated to be between Dynegy Holdings and Dynegy Inc. and to
provide for the reduction of Dynegy Inc.'s obligations if the
outstanding principal amount of any of Dynegy Holdings' $3.5
billion of outstanding notes and debentures is decreased as a
result of any exchange offer, tender offer or other purchase or
repayment by Dynegy Inc. or its subsidiaries.

Mr. Stephenson said that by undertaking the corporate and
financial restructuring steps in 2011, Dynegy Holdings and its
affiliated entities were able to avoid defaults under their then-
current financing arrangements, obtain additional liquidity and
flexibility and refinance the obligations outstanding under the
Credit Agreement.

                         Exchange Offer

In September, Dynegy Inc. offered to pay a combination of cash and
its own new 10% Senior Secured Notes due 2018 in exchange for the
tender of up to $1.25 billion of Old Notes.  Total consideration
would range from $400 to $720 per $1,000 principal amount of Old
Notes, and the exact combination of cash and New
Notes would vary, depending on the series of Old Notes being
exchanged and the date of tender.  The Exchange Offer, after being
extended several times, was terminated on November 3, 2011.
Holders of an insufficient amount of Old Notes tendered their
notes, and the exchange offer was not consummated.

In light of the failed Exchange Offer, Dynegy Holdings is facing a
liquidity crisis with approximately $43.8 million of unpaid
interest payments due and approximately $278.1 million of interest
payments coming due in the next twelve months.  In addition,
approximately $82.48 million in payments are coming due under the
Danskammer and Roseton Facility Leases on November 8, 2011.

To address the issue of Dynegy Holdings' over-leveraged balance
sheet, the Debtors engaged in discussions with holders of its
public bond debt.  After extensive negotiations, Dynegy Holdings
was able to reach an agreement with holders of approximately $1.4
billion of Dynegy Holdings' outstanding public bond debt on the
principal terms of a restructuring effectuated through a Chapter
11 plan of reorganization.

As early as March, Dynegy warned shareholders it might be forced
into bankruptcy if it is unable to renegotiate the terms of its
existing debt.

                       An Unusual Bankruptcy

DHI and four subsidiaries delivered separate voluntary petitions
for bankruptcy under Chapter 11 of the Bankruptcy Code on Nov. 7,
2011, to the U.S. Bankruptcy Court for the Southern District of
New York.

Mike Spector of The Wall Street Journal called DHI's bankruptcy
"unusual" in a way that could cause losses for bondholders without
harming parent-company shareholders that include Carl Icahn and
hedge fund Seneca Capital.

Dynegy's plan to eliminate billions of dollars owed to bondholders
while sparing parent company shareholders flips usual bankruptcy
rules on their head, Mr. Spector pointed out.  Creditors are
usually paid first during bankruptcy proceedings and shareholders
often are left with nothing, he noted.

But Dynegy has reorganized its corporate structure in a way that
protects shareholders from a bankruptcy filing, he added.

The Journal noted that the August restructuring left the holding
company without a claim on the coal-powered plants and just
holding Dynegy's bond debt.

The Journal reported on July 29 that Dynegy's restructuring
proposal was pushed by Mr. Icahn.  The planned reorganization
would give Dynegy a better chance "to obtain prospective financing
and investment," a Dynegy official told the Journal at that time
in an e-mail.

The Journal noted in that July report that while shareholders of
strong companies, like Liberty Media Corp., have used weak
covenants to sell assets out from under bondholders, no one has
tried the same tactic with a company as distressed as Dynegy for
fear of inviting fraud litigation if it goes bankrupt.

"If you buy bonds without protection, sooner or later the piper
has to get paid," the Journal said, citing Chris Taylor an energy
strategist at FBR Capital.

As an architect of the leveraged-buyout craze in the 1980s, and as
an activist shareholder in more recent decades, Mr. Icahn has
shown himself uniquely willing to play the bond markets in
aggressive ways, the Journal noted.  In 2009, for instance, he
played bondholders of CIT Group against each other in an effort to
force a liquidation, even as the $71 billion lender with 5,000
employees struggled to save itself, the report noted.

Mr. Icahn is seeking to salvage his investment in Dynegy after he
blocked a $4.50-per-share buyout bid by Blackstone Group last
year, then had his own $5.50 a share offer rejected.

In July, certain holders of obligations with potential recourse
rights to DHI initiated legal proceedings seeking to enjoin the
parent's restructuring efforts.  Plaintiffs in that lawsuit seek
to enjoin the proposed reorganization based on purported breaches
of guarantees issued by DHI in connection with two sale lease back
transactions in which DHI's subsidiaries, Dynegy Roseton, L.L.C.
and Dynegy Danskammer, L.L.C., leased certain power-generating
facilities located in Newburgh, New York.

                   Restructuring Support Agreement

Mr. Stephenson related that the Debtors filed the Chapter 11 Cases
to implement the Restructuring Support Agreement and the Term
Sheet and address the burdensome lease obligations at Danskammer
and Roseton.  He said the RSA, together with the Term Sheet, lays
a solid foundation for a consensual plan of reorganization to be
filed by the Debtors in the Chapter 11 Cases and should
significantly facilitate the proceedings and the Debtors'
objective of preserving and enhancing value for the benefit of
their stakeholders.

The pre-arranged plan calls for, among other things, the exchange
of all unsecured obligations of Dynegy Holdings, including all of
the Old Notes (except for the SKIS), for (a) a $400 million cash
payment; (b) $1 billion aggregate principal amount of senior
secured notes to be issued by Dynegy Inc. or an additional cash
payment of $1 billion, if Dynegy Inc. determines it can obtain the
financing elsewhere on more favorable terms; and (c) $2.1 billion
of convertible PIK notes to be issued by Dynegy Inc.

The RSA contemplates these milestones:

    December 7, 2011     Negotiation of definitive documents

    March 15, 2012       Approval of Disclosure Statement
                         explaining a Chapter 11 Plan

    June 15, 2012        Confirmation of a Chapter 11 Plan

    August 1, 2012       Plan effective date

The parties may terminate the agreement if the definitive
documents are not agreed to or if certain milestones to
consummation are not achieved, Mr. Stephenson said.

A full-text copy of the RSA, dated Nov. 7, 2011, is available for
free at http://bankrupt.com/misc/dynegyrsa.pdf

The bondholders that consented to the restructuring are:

    * AEGON USA Investment Management LLC
      230 West Monroe, Suite 1450
      Chicago, IL 60606
      Fax: 800-454-2664
      Attn: Jim Schaeffer
      E-mail: jschaeffer@aegonusa.com

    * Avenue Investments L.P.
      Avenue Special Situations Fund VI (Master), LP
      Avenue International Master LP
      Avenue CDP-Global Opportunities Fund L.P.
      c/o Avenue Capital Group
      399 Park Avenue, 6th Floor
      New York, NY 10022
      Fax: 212-850-7506
      Attn: Stephen Burnazian
            Matthew Kimble
      E-mail: sburnazian@avenuecapital.com
              mkimble@avenuecapital.com

    * Marjner LDC

    * Caspian Capital Partners L.P.
      Caspian Select Credit Master Fund, Ltd.
      Caspian Alpha Long Credit Fund, L.P.
      Caspian Solitude Master Fund, L.P.
      c/o Caspian Capital L.P.
      767 Fifth Avenue, 45th Floor
      New York, NY 10153
      Fax: 212-826-6980
      Attn: Adam S. Cohen
            Greg Saiontz
      E-mail: adam@caspianlp.com
              greg@caspianlp.com

    * Franklin Advisers Inc.
      One Franklin Templeton Investments
      Fax: 916-463-1902
      Attn: Ed Perks
      E-mail: perksed@frk.com

    * Venor Capital Master Fund Ltd.
      Times Square Tower
      7 Times Square, Suite 3505
      New York, NY 10036
      Fax: 212-703-2111
      Attn: Harlan Cherniak
            Michael J. Wartell
            John Roth
      E-mail: hcherniak@venorcapital.com
              mwartell@venorcapital.com
              jroth@venorcapital.com

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
listed $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


DYNEGY INC: DH Wants Until Dec. 22 to File Schedules
----------------------------------------------------
Dynegy Holdings LLC and its debtor-affiliates ask the bankruptcy
court to extend the time within which they may file their
schedules of assets and liabilities, schedules of current income
and expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.

Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, the Debtors are
required to file, within 14 days after the Petition Date, their
(i) schedules of assets and liabilities, (ii) schedules of
executory contracts and unexpired leases, (iii) schedules of
current income and expenditures, and (iv) statements of financial
affairs.

The Debtors ask that the 14-day period be extended by an
additional 31 days, or until Dec. 22, to give the Debtors a total
of 45 days from the Petition Date to file their Schedules and
Statements.

Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York, asserts
that cause exists to extend the deadline for the filing of the
Schedules and Statements, based on the size and complexity of the
Debtors' businesses, the number of the Debtors and the number of
potential creditors of the Debtors, and the numerous burdens
imposed by the Debtors' reorganization efforts, particularly in
the early days of the Chapter 11 cases.  The Debtors' management
and employees, together with their outside legal and financial
advisors, have been working diligently to compile the information
necessary for the Schedules and Statements, Ms. Mullen tells the
Court.  The magnitude of that task, when taken together with the
considerable effort involved in preparing for the filing of the
Chapter 11 cases, the anticipated burdens of preparing the
Debtors' transition into Chapter 11, and the ongoing burdens of
operating the Debtors' businesses day-to-day, supports an
extension of the deadline set forth in the Bankruptcy Rules for
filing the Schedules and Statements, she maintains.
              jroth@venorcapital.com

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
listed $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


EMGOTT, INC.: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: EMGOTT, Inc.
        115 Burns Avenue
        Syracuse, NY 13206

Bankruptcy Case No.: 11-32370

Chapter 11 Petition Date: November 3, 2011

Court: U.S. Bankruptcy Court
       Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Ruiz

Debtor's Counsel: Sheldon G. Kall, Esq.
                  KALL & REILLY, LLP
                  3522 James Street
                  Syracuse, NY 13206
                  Tel: (315) 437-3321
                  Fax: (315) 437-0091
                  E-mail: skall@kallandreilly.com

Scheduled Assets: $1,292,242

Scheduled Debts: $238,811

The petition was signed by Maynard Gottschalk, Jr., acting
president.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Maynard Gottschalk, Jr.            Personal Money          $77,000
115 Burns Road                     Loaned
Syracuse, NY 13206


EMLYN COAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Emlyn Coal Processing, LLC
          aka Emlyn Coal Processing of Minnesota, LLC
        4184 South Highway 25 W
        Williamsburg, KY 40769

Bankruptcy Case No.: 11-61483

Chapter 11 Petition Date: November 4, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Kentucky (London)

Debtor's Counsel: Dean A. Langdon, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 N. Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: dlangdon@dlgfirm.com

                         - and ?

                  Gregory A. Napier, Esq.
                  TROUTMAN & NAPIER, PLLC
                  4740 Firebrook Boulevard
                  Lexington, KY 40513
                  Tel: (859) 253-0991
                  Fax: (888) 877-1147
                  E-mail: gnapier@troutmannapier.com

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

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/kyeb11-61483.pdf

The petition was signed by Bart J. Montanari, president.


EMPIRE RESORTS: Nasdaq Grants Request for Continued Listing
-----------------------------------------------------------
As previously reported, Empire Resorts, Inc., received a Nasdaq
Staff Determination Letter on Aug. 16, 2011, indicating that the
Company failed to comply with the minimum bid price requirement
for continued listing and that the Company's common stock was,
therefore, subject to delisting from The Nasdaq Global Market.
The Company requested a hearing before a Nasdaq Hearings Panel to
review the Staff Determination, which request stayed the
suspension of the Company's common stock, and such hearing was
held on Oct. 6, 2011.  The Company informed the Panel that it will
ask shareholders to approve a one-for-three reverse stock split in
order to regain compliance with the minimum bid price requirement.
On Oct. 28, 2011, the Company was informed that the Panel granted
the Company's request to remain listed on The Nasdaq Global Market
subject to the Company's ability to evidence on or before Dec. 31,
2011, a closing bid price of $1.00 or more for a minimum of ten
prior consecutive trading days.

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Friedman LLP, 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.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed
$48.73 million in total assets, $24.22 million in total
liabilities, and $24.51 million in total stockholders' equity.


EVERGREEN SOLAR: Supporting Noteholders Against Committee's Suit
----------------------------------------------------------------
Certain holders of senior secured notes ask the U.S. Bankruptcy
Court for the District of Delaware to deny the motion filed by the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Evergreen Solar, Inc., to commence litigation against
noteholders.

The supporting noteholders explained that allowing the Committee
to pursue alleged claims will result in a time consuming sideshow
of unnecessary litigation that will drain resources from the
Debtor's estate and distract attention from the primary goal of
pursuing and executing a value-maximizing auction.

The proposed complaint, according to the supporting noteholders,
is directed against U.S. Bank National Association, as indenture
trustee and collateral agent for holders of the 13% convertible
senior secured notes including the supporting noteholders.

The Committee has asked the Court for permission to commence,
prosecuted and settle claims against the secured parties on behalf
and for the benefit of the Debtor's estate.

The Committee intended to commence and prosecute an adversary
proceeding against the secured parties for (i) a declaratory
judgment that the Debtor's unencumbered property is not subject to
any liens or security interests asserted by the secured parties,
and the unencumbered property does not constitute security for any
of the Debtor's prepetition indebtedness to the secured parties;
(ii) a declaratory judgment that any liens or security interests
asserted by the secured parties on certain property of the Debtor
are unperfected, and such unperfected lien property does not
constitute security for any of the Debtor's prepetition
indebtedness to the secured parties; (iii) an order avoiding the
secured parties unperfected liens on the unperfected lien
property; and (iv) an order disallowing the secured parties claims
to the extent that secured parties' claims are purportedly secured
unperfected lien property and unencumbered property.

The Committee is represented by:

         David B. Stratton, Esq.
         Donald J. Detweiler, Esq.
         Evelyn J. Meltzer, Esq.
         Michael J. Custer, Esq.
         PEPPER HAMILTON LLP
         1313 Market Street
         P.O. Box 1709
         Wilmington, DE 19899-1709
         Tel: (302) 777-6500
         Fax: (302) 421-8390

The Supporting Noteholders are represented by:

         Robert J. Dehney, Esq.
         Gregory W. Werkheiser, Esq.
         Curtis S. Miller, Esq.
         Andrew Remming, Esq.
         MORRIS NICHOLS, ARSHT & TUNNEL LLP
         1201 North Market Street, 18th Floor
         Wilmington, DE 19801
         Tel: (302) 658-9200
         Fax: (302) 658-3989

         Michael S. Stamer, Esq.
         Abid Qureshi, Esq.
         Brian T. Carney, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, NY 10036-6745
         Tel: (212) 872-1000
         Fax: (212) 872-1002

         James R. Savin, Esq.
         Robert S. Strauss, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         1333 New Hamsphire Ave., N.W.
         Washington, DC 20036-1564
         Tel: (202) 887-4000
         Fax: (202) 887-4288

                      About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

As reported in the Troubled Company Reporter on Nov. 2, 2011, the
Debtor disclosed $952,050,753 in assets and $404,601,683 in
liabilities.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a "stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  Klehr
Harrison Harvey Branzburg LLP serves as special conflicts counsel.
The Committee tapped Garden City Group as communications services
agent, Blackstone Advisory Partners LP as financial advisor,

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.


EVERGREEN SOLAR: Panel Objects Stalking Horse Asset Sale Deal
-------------------------------------------------------------
BankruptcyData.com reports that Evergreen Solar's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion to enter into a stalking
horse asset sale agreement for substantially all of its assets to
holders of the Company's 13% Secured Notes for $60 million.

According to BankruptcyData, the committee requests that the Court
(A) deny approval of any credit bid by the prepetition secured
parties and (B) order that all proceeds of any assets sold be held
by the estate until the latter of the resolution of the lien
avoidance action or confirmation of a Chapter 11 Plan.

                      About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a "stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.


EVERGREEN SOLAR: Noteholders Want to Retain Right to Credit Bid
---------------------------------------------------------------
Certain unaffiliated holders of the 13% convertible senior secured
notes due 2015 ask the U.S. Bankruptcy Court for the District of
Delaware to deny the motion to eliminate the prepetition secured
parties' right to credit bid in the auction for Evergreen Solar,
Inc.'s assets.

According to the Supporting Noteholders, the Official Committee of
Unsecured Creditors in the Debtor's case sought to eliminate the
secured parties' Court-approved and statutory presumed right to
credit bid on certain assets.

The Supporting Noteholders explain that:

   1. the secured parties' right to credit bid has already been
considered and decides by the Court;

   2. the Committee has not presented any evidence -- much less
evidence not already considered by the Court -- to establish that
casue exists to preclude the secured parties from credit bidding
their claims against their collateral;

   3. as recognized by the Court in approving the stalking horse
bid as part of the bid procedures, credit bidding and a stalking
horse bid is an important part of the Chapter 11 sale process.

                      About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

As reported in the Troubled Company Reporter on Nov. 2, 2011, the
Debtor disclosed $952,050,753 in assets and $404,601,683 in
liabilities.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a "stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  Klehr
Harrison Harvey Branzburg LLP serves as special conflicts counsel.
The Committee tapped Garden City Group as communications services
agent, Blackstone Advisory Partners LP as financial advisor,

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.


FCC HOLDINGS: Moody's Lowers Corp. Family Rating to 'Caa1'
----------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
("CFR") of FCC Holdings, LLC ("First Capital") to Caa1 from B2 and
the rating of its Senior Unsecured Notes to Caa3 from B3. The
ratings remain under review for a possible further downgrade.

RATINGS RATIONALE

The rating action reflects Moody's view that First Capital's
weakened financial performance could result in a covenant breach.
During the review period, Moody's will examine the possible
outcomes of investor and lender discussions as well as the
potential for increases to the firm's capital base. Moody's will
also assess the impact of potential asset impairments on the
company's earnings, capital, and liquidity levels.

Moody's increased the notching between the CFR and the Senior
Unsecured Notes ratings from one to two notches. Were First
Capital to default, loss severity for the rated unsecured debt
could be materially higher than for the secured debt. Moody's
rating of the unsecured notes is based upon an analytical
framework for finance companies that determines the rating
"notches" assigned to a company's various classes of debt versus
its CFR, considering: 1) the relative proportion of each distinct
class of debt within the company's capital structure; and 2) the
relative quality and adequacy of asset coverage associated with
each class of debt. A class of debt is defined by terms regarding
seniority, pledge of security, guarantees or other support, and
covenants. This framework does not apply to securitizations and
hybrid debt instruments. A single class of debt that represents a
preponderance of a company's total debt will typically be rated
the same as the company's CFR. A class of debt that constitutes
less than a preponderance of a company's total debt can be rated
as many as two notches higher or two notches lower than the
company's CFR, depending upon the strength or weakness of its
creditor protections, nominally and in comparison to other debts
issued by the company.

The principal methodology used in rating First Capital is
analyzing the Credit Risks of Finance Companies.

First Capital is a commercial finance company headquartered in
Boca Raton, FL.


FCC HOLDINGS: S&P Puts 'B-' Counterparty Rating on Watch Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' counterparty
credit and senior unsecured ratings on FCC Holdings LLC (First
Capital) on CreditWatch with negative implications.

"The CreditWatch negative reflects the unexpected deterioration in
First Capital's loan portfolio. We expect that impairments related
to these credits will lead to a significant net loss for 2011,"
said Standard & Poor's credit analyst Rian Pressman. "We believe
that, depending on its magnitude, a substantial net loss in
fourth-quarter 2011 could trigger the violation of covenants
associated with First Capital's secured or unsecured debt. In
particular, First Capital's $100 million senior notes have a
tangible net worth (TNW) covenant of $160 million. As of June 30,
2011, tangible equity attributable to First Capital totaled about
$184 million."

"If we expect the company will be unable to maintain compliance
with its secured or unsecured debt covenants, we could lower our
rating by one or more notches. We could remove the ratings from
CreditWatch and affirm them at their current level if management
reduces its higher-risk credit exposures, including larger loans
and loans primarily secured by noncore collateral, including
contractually recurring revenue and equipment," S&P related.


FENTON SUB: Hearing on Exclusivity Extension Scheduled for Today
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
convene a hearing today, Nov. 9, 2011, at 9:00 a.m., to consider
Fenton Sub Parcel D, LLC and Bowles Sub Parcel D, LLC's request to
extend their exclusive periods for the proposed Plan of
Reorganization.

The Debtors previously requested for an extension in their
exclusive periods to file and solicit plan acceptances until
Jan. 6, 2012, and March 6, respectively.  Due to scheduling issues
in their cases, the Debtors requested that those dates be until
Feb. 6, and April 6, respectively.

The Debtors filed their request for an extension before the
exclusive periods was set to expire on Oct. 27.

The Debtors needed more time to file a joint plan in order to
maximize the value of their assets for the benefit of all their
creditors.

The Debtors also noted that they are working with Tim Mulcahy, the
proposed purchaser of a commercial office building located at 7667
Cahill Road, Edina, to reach a settlement of issues in the Mulcahy
Litigation, including the waste claim.

According to the Debtors, the proposed $4 million asset sale to
Mr. Mulcahy did not close because Associated Bank did not provide
the loan and the closings on the purchase agreements could not
occur.  All of the purchase agreements in other pools were
voluntarily terminated by the purchasers, but the party to the one
purchase agreement for Pool D would not agree to terminate the
agreement, leading to litigation with that buyer, Mr. Mulcahy.

The Debtors now intend to file a sale motion, requesting that the
Court authorize the sale of the Cahill Building to Mr. Mulcahy
free and clear of the lender's mortgage, and requesting that the
Bankruptcy Court determine the waste claim or, alternatively, that
the Bankruptcy Court lift the automatic stay for the limited
purpose of allowing the Hennepin County District Court to
determine the waste claim on an expedited basis.

The hearing on the Cahill sale motion is scheduled for Dec. 7.

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.

In 2007, StoneArch acquired various LLCs, which in turn owned 27
industrial multi-tenant properties located in the Twin Cities.
The properties were divided into four separate pools: A, B, C, and
D.  Fenton Sub Parcel D and Bowles Sub Parcel D jointly own the
properties in pool D.  As tenants in common, Fenton Sub Parcel D
has an undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is a debtor in bankruptcy case number 11-
43816.  He is separately represented by Michael C. Meyer of the
firm Ravich Meyer.

The cases were originally assigned to Judge Dennis D. O'Brien and
reassigned to Judge Robert J. Kressel as the cases are related to
the Hoyt case, which was filed earlier and assigned to Judge
Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


FENTURA FINANCIAL: D. Rotman & J. Wesseling Resign from Board
-------------------------------------------------------------
The Board of Directors of Fentura Financial, Inc., accepted the
resignation of Directors Douglas Rotman and James Wesseling.
Messrs. Rotman and Wesseling were originally appointed as
directors of the Company in 2007 and 2009, respectively, as
representatives of Fentura Financial's subsidiary, West Michigan
Community Bank.  Both Messrs. Rotman and Wesseling agreed to
remain on the Board of Directors of Fentura Financial, Inc., for a
transitionary period following the sale of West Michigan Community
Bank.

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $5.38 million on $13.87 million
of interest income for the year ended Dec. 31, 2010, compared with
a net loss of $16.98 million on $16.24 million of interest income
during the prior year.

The Company's balance sheet at June 30, 2011, showed $303.33
million in total assets, $286.92 million in total liabilities and
$16.41 million in total shareholders' equity.


FILENE'S BASEMENT: Closure Will Leave 530 Employees Without Jobs
----------------------------------------------------------------
Jon Chesto at the Patriot Ledger, citing report from the Executive
Office of Labor and Workforce Development, says the upcoming
closing of the Filene's Basement and Syms chains will cost
Massachusetts as many as 530 jobs.

According to the report, Syms sent a letter to the state agency
last week, alerting state officials to the pending loss of 360
jobs.

The report relates that Syms had already told the state agency in
October that it planned to close four of its seven stores in
Massachusetts.  Those stores -- in Braintree, Watertown, Saugus
and Peabody -- are all in Simon Property Group shopping centers
and are in the midst of liquidation sales.  Those four stores
collectively employed 170 people.

The report notes that the letter to the state labor agency shows
that there are 79 people who will lose their jobs at a Filene's
Basement store in the Back Bay, 68 at a Filene's Basement store in
Newton and 36 at a Syms/Filene's Basement hybrid store in Norwood.

The report adds that the biggest job loss in the Filene's Basement
chain will take place at the chain's 457,000-square-foot warehouse
in Auburn.  There, the company employs 159 people, as well as 18
in a much-diminished corporate office.

                      About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represented the Debtors in their
restructuring effort.  Epiq Bankruptcy Solutions serves as claims
and notice agent.  The Debtors listed $50 million to $100 million
in assets and $100 million to $500 million in debts.

The Debtor was renamed FB Liquidating Estate, following the sale
of all of its assets to Syms Corp. in June 2009.  Pursuant to the
Liquidating Plan confirmed in January 2010, secured creditors in
the Chapter 11 case have been paid in full, and holders of
priority, administrative and convenience class claims have
received 100% of their allowed claims.  In December 2010, a second
distribution of dividend checks to Filene's unsecured creditors
amounting to 12.5% of approved claims was made, bringing the
cumulative distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. and its Filene's Basement affiliate,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 11-13511) to wind down operations.  Syms will sell inventory
and real estate and shut down.  The liquidation of stores is
expected to run through January 2012.  The Debtors are seeking
court approval to retain an agent to handle the liquidation of
merchandise and for authorization to conduct going out of business
sales.  They are also seeking court approval for Cushman &
Wakefield to assist in the sale of company-owned real estate,
Rothschild to serve as financial advisor, Skadden, Arps, Slate,
Meagher & Flom as bankruptcy counsel and Alvarez & Marsal as
restructuring advisors, with A&M Managing Director Jeff Feinberg
to serve as President and Chief Operating Officer.


FILENE'S BASEMENT: Lawyer Says Investors Should See Payouts
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Jay Goffman, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, an attorney for Syms
Corp. and Filene's Basement LLC, said in Delaware bankruptcy court
on Friday that he expected the Chapter 11 liquidation of the
clothing retailers to not only pay off creditors, but provide a
recovery for shareholders as well.

According to Law360, Mr. Goffman said that Syms, unlike Filene's,
owns the real estate that its stores occupy and these "very
valuable" assets would likely generate enough cash for some return
to equity.

                     About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy
protection(Bankr. D. Del. Case No. 09-11525) in August 1999.
Filene's Basement was bought by a predecessor of Retail Ventures,
Inc., the following year.  Retail Ventures in April 2009
transferred the unit to Buxbaum.  The Debtor was formally renamed
to FB Liquidating Estate, following the sale of all of its assets
to Syms Corp. in June 2009.

Syms Corp., and its Filene's Basement affiliate, filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-13511) on
Nov. 2, 2011, in Wilmington, Delaware bankruptcy court to wind
down operations.  Syms will sell inventory and real estate and
shut down.

The liquidation of stores is expected to run through approximately
January 2012.  Syms and Filene's Basement are seeking court
approval to retain an agent to handle the liquidation of
merchandise and for authorization to conduct going out of business
sales.  They are also seeking court approval for Cushman &
Wakefield to assist in the sale of company-owned real estate,
Rothschild to serve as financial advisor, Skadden, Arps, Slate,
Meagher & Flom as bankruptcy counsel and Alvarez & Marsal as
restructuring advisors, with A&M Managing Director Jeff Feinberg
to serve as President and Chief Operating Officer.


FILENE'S BASEMENT: Nov. 15 Hearing on Liquidators' Contract
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
the form and manner of notice of Syms' emergency motion to enter
into a second agency agreement with a joint venture of Gordon
Brothers Retail Partners and Hilco Merchant Resources authorizing
the agent to sell certain assets -- consisting of merchandise and
owned furniture, fixtures and equipment at the Debtors' respective
stores through store closing sales -- and authorizing the Debtors
to abandon unsold merchandise and furniture, fixtures and
equipment after conclusion of the sale.

The Court scheduled a Nov. 15, 2011 hearing on the motion.

                     About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy
protection(Bankr. D. Del. Case No. 09-11525) in August 1999.
Filene's Basement was bought by a predecessor of Retail Ventures,
Inc., the following year.  Retail Ventures in April 2009
transferred the unit to Buxbaum.  The Debtor was formally renamed
to FB Liquidating Estate, following the sale of all of its assets
to Syms Corp. in June 2009.

Syms Corp., and its Filene's Basement affiliate, filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-13511) on
Nov. 2, 2011, in Wilmington, Delaware bankruptcy court to wind
down operations.  Syms will sell inventory and real estate and
shut down.

The liquidation of stores is expected to run through approximately
January 2012.  Syms and Filene's Basement are seeking court
approval to retain an agent to handle the liquidation of
merchandise and for authorization to conduct going out of business
sales.  They are also seeking court approval for Cushman &
Wakefield to assist in the sale of company-owned real estate,
Rothschild to serve as financial advisor, Skadden, Arps, Slate,
Meagher & Flom as bankruptcy counsel and Alvarez & Marsal as
restructuring advisors, with A&M Managing Director Jeff Feinberg
to serve as President and Chief Operating Officer.


FIRST MARINER: Incurs $7.9 Million Net Loss in Third Quarter
------------------------------------------------------------
First Mariner Bancorp reported a net loss of $7.96 million on
$11.67 million of total interest income for the three months ended
Sept. 30, 2011, compared with a net loss of $4.61 million on
$13.78 million of total interest income for the same period during
the prior year.

The Company also reported a net loss of $26.27 million on
$35.51 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $12.70 million on
$41.47 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.19 billion in total assets, $1.21 billion in total liabilities
and a $21.57 million total stockholders' deficit.

Edwin F. Hale, Sr., 1st Mariner's Chairman and Chief Executive
Officer, said, "We still continue to face strong headwinds in the
real estate market.  Our costs associated with foreclosed
properties remain high as declining appraised values have forced
us to take write downs on these assets."

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

                        http://is.gd/RgL9rp

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

As reported in the TCR on April 4, 2011, Stegman & Company, in
Baltimore, expressed substantial doubt about First Mariner
Bancorp's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and has a limited capital
base.

                        Bankruptcy Warning

As of June 30, 2011, First Mariner Bank's and the Company's
capital levels were not sufficient to achieve compliance with the
higher capital requirements they were required to meet by June 30,
2010.  The failure to maintain these capital requirements could
result in further action by their regulators.

On Sept. 18, 2009, the Bank entered into an Agreement with the
Federal Deposit Insurance Corporation and the Commissioner of
Financial Regulation for the state of Maryland, pursuant to which
it consented to the entry of an Order to Cease and Desist, which
directs the Bank to (i) increase its capitalization, (ii) improve
earnings, (iii) reduce nonperforming loans, (iv) strengthen
management policies and practices, and (v) reduce reliance on
noncore funding.  The September Order required the Bank to adopt a
plan to achieve and maintain a Tier I leverage capital ratio of at
least 7.5% and a total risk-based capital ratio of at least 11% by
June 30, 2010.  We did not meet the requirements at June 30, 2010,
December 31, 2010, or June 30, 2011.  The failure to achieve these
capital requirements could result in further action by its
regulators.

First Mariner currently does not have any capital available to
invest in the Bank and any further increases to the Company's
allowance for loan losses and operating losses would negatively
impact the Company's capital levels and make it more difficult to
achieve the capital levels directed by the FDIC and the
Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
if the Company's revised capital plan is not approved or if the
Company is not granted a waiver of those requirements, the FDIC
and the Commissioner could take additional enforcement action
against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct the Company to seek a merger partner
or possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, the Company does not
believe that there would be assets available to holders of the
capital stock of the Company.


FOX RIVER: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Fox River Country Day School
        1600 Dundee Ave
        Elgin, IL 60120

Bankruptcy Case No.: 11-44558

Chapter 11 Petition Date: November 1, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Gregory J. Jordan, Esq.
                  JORDAN, KOWAL & APOSTOL LLC
                  200 South Wacker Drive - 32nd Floor
                  Chicago, IL 60606
                  Tel: (312) 854-7181
                  Fax: (312) 276-9285
                  E-mail: gjordan@jka-law.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-44558.pdf

The petition was signed by Alan Neil, director.


FRANCIS PLACE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Francis Place Investors, LLC
        107 South Meramec
        Saint Louis, MO 63105

Bankruptcy Case No.: 11-51575

Chapter 11 Petition Date: October 31, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Joel A. Kunin, Esq.
                  THE KUNIN LAW OFFICES
                  1500 Eastport Plaza Drive, Suite 200
                  Collinsville, IL 62234-6135
                  Tel: (618) 215-4841
                  Fax: (888) 519-6105
                  E-mail: jkunin@kuninlaw.com

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

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

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/moeb11-51575.pdf

The petition was signed by Kerry Klarfeld, manager.


GAMETECH INT'L: Signs Licensing Agreement with American Gaming
--------------------------------------------------------------
GameTech International, Inc., entered into a licensing agreement
for VLT content for the Illinois Video Gaming market with American
Gaming Systems.

Under terms of the agreement, AGS will have access to five game
titles from GameTech's library of poker, keno, line-up, and
blackjack games for exclusive use in Illinois Video Gaming market.
AGS also will have the opportunity to license additional titles as
they become available.

"This deal is important to GameTech as it showcases our core
competency in the VLT market of being a provider of top-rate games
that have a broad-based market appeal," said Kevin Painter,
GameTech's CEO and Chairman.  "We've always known we have had
industry leading content in our markets, and this deal validates
our position."

                    About GameTech International

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

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

The Company's balance sheet at May 1, 2011, showed $40.19 million
in total assets, $32.33 million in total liabilities and $7.86
million in total stockholders' equity.


GARNET HILL: Files for Chapter 11 Bankruptcy to Sell Lodge
----------------------------------------------------------
Larry Rulison at the Times Union reports that Garnet Hill Lodge
has filed for Chapter 11 bankruptcy protection to sell the
facility, which has been losing money and facing foreclosure.

The report says Pine Meadows Property LLC has offered $1.2
million.  Donald Preuninger is in charge of the buyer.

The report also notes the bankruptcy judge overseeing the case
would likely hold another auction that would ensure that the
highest price is paid for the property.

According to the report, the lodge was supposed to be auctioned
off in March, but the sale was canceled at the last minute.  The
report relates that the couple that bought the North River
property several years ago -- Joseph Fahy and Mary Donnellan-Fahy
-- have split, and Ms. Donnellan-Fahy is accusing Joseph Fahy of
blocking the sale.  Mr. Fahy has also filed a lawsuit against her
and the business in Warren County.

The report notes Ms. Donnellan-Fahy said she filed the bankruptcy
plan as a way to ensure the sale goes through before she would
have to close the lodge and lay off her employees -- jeopardizing
its loyal customer base.  TD Banknorth has already started to
foreclose on the inn, and she cannot keep paying a loan they got
through TD Banknorth that still has more than $800,000
outstanding.

Garnet Hill Lodge -- http://www.garnet-hill.com/-- operates a
rustic country inn in Warren County, New York.


GARY PHILLIPS: Hearing on Lift Stay Plea Continued Until Nov. 15
----------------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee has continued until Nov. 15,
2011, at 9:00 a.m., the hearing to consider motion for relief from
the automatic stay against Gary Phillips Construction, LLC's
assets.

The hearing was continued upon agreement between the Debtor and
ProBuild Company, Inc.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Debtor tapped the law firm of Bearfield &
Associates as special counsel.  The Court denied the application
to employ Crye-Leike Realtors as realtor.  In its schedules, the
Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GELT PROPERTIES: Court to Consider Property Foreclosure on Nov. 15
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing on Nov. 15, 2011, at 11:00 a.m., to
consider Gelt Properties, LLC, et al.'s motion for authority to
foreclose upon certain real property and to approve foreclosure
and loan payoff procedures.

In the ordinary course of business, it borrows money from
traditional lenders and makes loans to non-bankable commercial
borrowers, .  Given the nature of the Debtor's business,
circumstances may arise that place the Debtor in a position to
foreclose upon certain of its mortgages with the filing of a
complaint in foreclosure in the applicable venue.  Moreover, in
the ordinary course of business, the Debtors receive request from
borrowers for authority to pay off a loan pursuant to its terms.

The Debtors relate that currently, their properties are generally
encumbered by liens of various traditional lenders.

The Debtors seek to foreclose upon certain of the remaining
properties, as circumstance give rise to such an exercise of the
Debtor's rights procedurally, free and clear of all liens, claims,
encumbrances, and interests, including but not limited to (i) all
mortgages, judgments, liens and lis pendens of records; and
(ii) all claims of ownership or other equitable rights of any
party of any kind and all liens will attach to the proceeds of
said sale.

The Debtors desire to implement a procedure whereby properties can
be foreclosed upon, maintained and ultimately sold or leased to
third party buyers or tenants without the need for individual
court approval of each foreclosure or sale.

With regards to the mortgage payoff letters, the Debtors propose
to provide the affected lender with a copy of the payoff letter
sent to borrower along with a notice of proposed distribution to
the affected lender as a result of the payoff together with an
explanation of the calculation of the proposed distribution.

                      About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in
liabilities as of the Chapter 11 filing.  Its affiliate, Gelt
Financial Corporation, has filed its schedules disclosing
$20,340,725 in assets and $17,050,558 in liabilities as of the
Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.


GENERAL MARITIME: Incurs $37.2 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
General Maritime Corporation reported a net loss of $37.22 million
on $37.90 million of net voyage revenues for the three months
ended Sept. 30, 2011, compared with a net loss of $26.03 million
on $57.55 million of net voyage revenues for the same period a
year ago.

The Company also reported a net loss of $92.72 million on $150.44
million of net voyage revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $49.42 million on $184.46
million of net voyage revenues for the same period during the
previous year.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Wq2miQ

                      About General Maritime

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company reported a net loss of $216.66 million on $387.16
million of voyage revenue for the year ended Dec. 31, 2010,
compared with a net loss of $11.99 million on $350.52 million of
voyage revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.78 billion
in total assets, $1.44 billion in total liabilities, and
$339.32 million in total shareholders' equity.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                           *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.

In the Sept. 6, 2011, edition of the TCR, Moody's Investors
Service lowered its probability of default rating of General
Maritime to 'Caa3' from 'Caa1' and corporate family rating to
'Caa3' from 'B3'.  The outlook is negative.

The downgrade of the ratings to Caa3 reflects GenMar's still
tightening liquidity notwithstanding the recent issuance of junior
debt capital and relaxation of the minimum liquidity covenant of
its various debt facilities.  Moody's believes that seasonal
freight rates will remain close to current levels through most of
2012, because growth in ton-mile demand is unlikely to absorb
continuing excess vessel supply.  With the majority of the
company's current time-charter out contracts expiring in the next
12 to 15 months, GenMar will face increasing exposure to the
mainly lower spot market freight rates.  Moody's expects the
company to continue to have a difficult time achieving positive
operating cash flow, which could threaten its ability to make cash
interest payments.  The resultant overreliance on its cash
balance, which stood at almost $59 million at June 30, 2011 to
meet its operating and debt service requirements, could cause it
to fall out of compliance with the minimum liquidity covenant,
which the lenders recently agreed to lower to $35 million through
Dec. 31, 2011.


GENERAL MOTORS: DBRS Upgrades Issuer Ratings to 'BB'
----------------------------------------------------
DBRS has upgraded the Issuer Ratings of General Motors Company and
General Motors Holdings LLC (collectively, GM or the Company) to
BB (high) from BB.  Pursuant to DBRS's rating methodology for
leveraged finance, GM's Secured Credit Facility has been confirmed
at BBB (low) (the confirmation reflects the instrument rating
ceiling of BBB (low) as per the revised methodology dated June
2011).  The trend on all ratings is Stable.

The upgrade of the Issuer Ratings reflects the Company's
continuously improving performance, with GM becoming significantly
profitable from 2010 through the first half of 2011.  The
Company's progress in its core North American market has been
impressive amid industry conditions that, while improved vis--vis
the recent automotive downturn, remain well below historical
norms.  Additionally, GM has further bolstered its financial
profile as the Company paid down $10.9 billion (on a net basis) of
industrial indebtedness in 2010. As of June 30, 2011, the
Automotive operations had a substantial net cash position of $28
billion (including marketable securities), with the Company's $5
billion Secured Credit Facility also being undrawn.

The Company's earnings performance in 2010 through the first half
of 2011 has been solid, mostly based on strong results of GM's
North American operations (GMNA).  GMNA's earnings incorporate
higher volumes and firmer pricing that are not only a function of
moderately improving industry conditions but also reflect GM's
success in introducing new vehicle models, most of which have been
well-received in the marketplace and attained higher pricing and
market share as a result.  Recent examples of this include the
Chevrolet Equinox and Cruze models, as well as the Buick LaCrosse.
DBRS also notes that while GMNA's sales continue to be
overweighted in trucks, many of the Company's recent car model
launches have also proven successful and competitive in their
respective segment(s), with the product range therefore being
meaningfully expanded.  This product momentum has also helped GM
stabilize its market share after the Company contracted to four
brands (from eight previously).

While GM's recent product momentum is noteworthy, DBRS believes
that the significant profitability of GMNA largely reflects the
much-reduced cost position of this segment, with breakeven
production levels estimated at industry volumes of approximately
ten million units (based on current market share).  (DBRS projects
U.S. industry sales in 2011 to total approximately 12.5 million
units, which, while moderately higher year-over-year, remains well
below historical norms.)  DBRS notes that the Company recently
negotiated a new four-year agreement with the United Auto Workers
(UAW) union.  While a prudent resolution of the negotiations was
expected, DBRS views positively GM's ability to secure a new
labour agreement without significantly increasing the fixed cost
base of the North American operations, with the breakeven
production level of GMNA being essentially maintained and enabling
the Company to remain competitive in North America.

However, even though GM is well diversified geographically, DBRS
notes that the performance of the Company is presently too
dependent on North America, which has recently represented more
than 70% of the operating earnings of the Automotive segment.  GM
continues to undertake restructuring activities regarding the
operations of GM Europe (GME).  GME's restructuring concerns the
implementation of capacity and headcount reductions such that the
segment's breakeven production levels would more closely match
actual demand.  To this end, the Company has permanently closed
its assembly facility in Antwerp, Belgium, while also effecting
significant staffing decreases at its facilities in Bochum,
Germany.  GME is also undertaking a broad product offensive in
Europe, with over 30 new vehicle models planned though 2014.
While this segment has been mostly incurring losses of late, DBRS
notes that the losses have been narrowing, with GME generating a
small profit in Q2 2011.  However, ongoing economic headwinds in
Europe could considerably delay the timeframe by which this
segment begins to generate material profitability.

GM's International Operations (GMIO) segment accounts for the
highest number of unit sales within the Company.  This segment is
predominantly represented by China, where the Company is involved
in several joint ventures.  While considerably lower than that of
GMNA, GMIO nonetheless generates significant profitability
(including the equity income of GM's joint venture partners).
DBRS notes, however, that earnings through the first half of 2011
trended lower year-over-year, given moderating (albeit still high)
growth rates and cost increases related to engineering and raw
materials.  Nonetheless, this segment is expected to gain
increasing prominence within the Company as emerging markets are
projected to represent the predominant source of future growth for
the global automotive industry.  In Q4 2010 the Company added a
new geographic segment ? GM South America, with Brazil being the
most important market (this segment was previously incorporated in
GMIO).  While profitable, this new segment's earnings remain
modest in proportion to the total Automotive business, with
margins in 2011 also being adversely affected by cost increases
and an aging product portfolio.  DBRS notes that GM intends to
launch 40 new models in the region by the end of 2012.

DBRS notes that the Company's financial profile, which benefitted
substantially through the bankruptcy of General Motors
Corporation, is very solid, with GM's credit metrics readily
exceeding those commensurate with the current ratings.  Given its
solid cash generation and healthy liquidity, the Company continued
to make significant paydowns of its debt in 2010, which in
aggregate totalled $10.9 billion (on a net basis).  GM's balance
sheet strength is partly offset by its sizeable underfunded
pension plans.  However, DBRS notes that the Company has been
aggressively addressing its U.S. pensions.  GM made a voluntary
$4.0 billion cash contribution in Q4 2010, followed by a further
contribution of $2.2 billion (in the form of stock) in the first
quarter of this year, with the Company publicly indicating its
objective to fully fund its pension plan.

DBRS notes that GM remains very well positioned to benefit from
the ongoing recovery of the automotive industry, with its strong
presence in emerging markets further bolstering growth prospects
over the long term.  However, DBRS also observes that persistent
economic uncertainties in the United States and particularly in
Europe could yet derail the recovery in these developed markets
(and potentially trigger another downturn).  The Stable trend on
the ratings reflects the above-cited headwinds facing the Company.
However, in the event that DBRS's concerns regarding market
conditions moderates or should GM's performance momentum persist
notwithstanding these challenges (with the Company demonstrating
further progress regarding the restructuring of its European
operations), the ratings could be subject to further positive
action.


GERONIMO LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Geronimo, LLC
        215 North Pine
        New Lenox, IL 60451

Bankruptcy Case No.: 11-44589

Chapter 11 Petition Date: November 1, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Karen J. Porter, Esq.
                  PORTER LAW NETWORK
                  230 West Monroe, Suite 240
                  Chicago, IL 60606
                  Tel: (312) 372-4400
                  Fax: (312) 372-4160
                  E-mail: kjplawnet@aol.com

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

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

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

The petition was signed by William Daly, sole manager.


GLOBAL INDUSTRIAL: High Court Denies Bid to Reverse Ruling
----------------------------------------------------------
Derek Hawkins at Bankruptcy Law360 reports that the U.S. Supreme
Court on Monday rejected a bid by Global Industrial Technologies
Inc. to reverse a precedential Third Circuit ruling that the
company's insurers could challenge its handling of asbestos- and
silica-related claims in its bankruptcy plan.

According to Law360, the high court denied GIT's petition in a
short order, over the company's argument that Hartford Accident
and Indemnity Co. and seven other insurers lacked standing to
object to its plan.

                  About Global Industrial Technologies

Global Industrial Technologies Inc. is a subsidiary of RHI AG and
the holding company for Harbison-Walker Refractories Company and
A.P. Green Industries, Inc.  Harbison-Walker manufactures and
sells refractory products and construction-type materials designed
to sustain various high heat processing applications.  APG
previously engaged in certain refractory manufacturing operations
before transferring these operations to its subsidiary, AP Green
Refractories.

GIT and its affiliates filed for chapter 11 protection (Bankr.
W.D. Pa. Lead Case No. 02-21626) on Feb. 14, 2002.  James J.
Restivo, Jr., Esq., Robert P. Simmons, Esq., and David Ziegler,
Esq., at Reed Smith LLP, represented the Debtor.  Kroll Zolfo
Cooper LLC served as the Debtors' bankruptcy consultants and
special financial advisors.

The Official Committee of Unsecured Creditors was represented by
McGuire Woods, LLP.  KPMG LLP served as the Creditors Committee's
financial advisor.  The Asbestos Claimants Committee was
represented by attorneys at Caplin & Drysdale, Chartered and
Campbell & Levine, LLC.  Defunct firm L. Tersigni Consulting PC
was the Asbestos Committee's financial advisor.

Lawrence Fitzpatrick was appointed as the Future Asbestos
Claimants Representative.  Mr. Fitzpatrick was represented by
attorneys at Young Conaway Stargatt & Taylor LLP and Meyer,
Unkovic & Scott LLP.  Philip A. Pahigian was appointed as Future
Silica Claims Representative.  Mr. Pahigian was represented by
attorneys at Sherrard German & Kelly P.C.


GLOBAL TECHNOVATIONS: Onkyo Fails in Bid for Return of Bond
-----------------------------------------------------------
In the lawsuit, GLOBAL TECHNOVATIONS, INC., v. ONKYO U.S.A. CORP.,
et al., Adv. Pro. No. 03-5078 (Bankr. E.D. Mich.), Bankruptcy
Judge Thomas J. Tucker denied the Defendants' motion seeking (1)
the return of a $7 million supersedeas bond that the Defendants
filed with the clerk of the bankruptcy court after the bond was
approved by the bankruptcy court in its October 15, 2010 order;
(2) a stay, pending the Defendants' appeal to the U.S. Court of
Appeals for the Sixth Circuit Court, of the bankruptcy court's
June 30, 2010 judgment and the district court's March 31, 2011
opinion affirming the bankruptcy court's judgment; and (3)
approval of a replacement bond for the First Bond, in support of
the requested stay pending Defendants' appeal to the Sixth
Circuit.  The Plaintiff objected to the Motion.

Judge Tucker explained that at this stage of the appeal process,
the Defendants must seek a stay pending appeal in the district
court, under Fed.R.Bankr.P. 8017(b), or in the court of appeals
rather than in the bankruptcy court.  To the extent the Motion
seeks return of the first supersedeas bond that was filed with the
clerk of the bankruptcy court, such relief can be ordered by the
district court, as part of its process of approving a new bond, or
by the Court if and when the district court has approved a new,
replacement supersedeas bond.

A copy of Judge Tucker's Nov. 1, 2011 Order is available at
http://is.gd/3tTQTcfrom Leagle.com.

As reported by the Troubled Company Reporter on April 4, 2011,
District Judge Marianne O. Battani affirmed a bankruptcy court
finding that Global Technovations' acquisition of all of the stock
of Onkyo America, Inc., constituted a fraudulent transfer.  Onkyo
Europe Electronics GmbH, Onkyo Malaysia Sdn. Bhd., and Onkyo
Corporation took an appeal from the bankruptcy court's judgment.

GTI purchased all of the stock of OAI in 2000 -- 16 months before
GTI filed for Chapter 11 bankruptcy -- for $13 million in cash and
$12 million in promissory notes, payable to Onkyo in 2003.  In the
adversary proceedings before the Bankruptcy Court, GTI sought to
avoid the transfer under 11 U.S.C. Sec. 544(b) and under Florida's
Uniform Fraudulent Transfer Act.  GTI also sought disallowance of
the claims filed by the Onkyo in GTI's bankruptcy case under 11
U.S.C. Sec. 502(d).  The bankruptcy court conducted a bench trial
and issued its findings of fact and conclusions of law and entered
judgment in favor of GTI for $6,100,000, plus interest and costs.
Onkyo appeals.

In its trial Opinion, the bankruptcy court finds that Onkyo
overstated OAI's trailing 12-month earnings before interest,
taxes, depreciation, and amortization -- TTM EBITDA -- by
approximately $2 million due to accounting errors and adjustments,
of which no less than $650,000 were known to OAI, but not
disclosed to GTI.  Further, OAI's TTM EBITDA was overstated by an
$839,000 earnings shortfall, and about $740,000 should have been
known before the sale.  Other findings by the bankruptcy court
include: OAI's cost savings and sales forecasts were dramatically
overstated and unreasonable; GTI's primary sources for due
diligence had undisclosed ties to Onkyo, and undisclosed financial
incentives for selling OAI to GTI; and the indirect benefits
provided to GTI had a value of zero or less because OAI was a
serious cash drain on GTI from the time of the acquisition
forward, a fact that was predictable given information known to
Onkyo at the time of the sale, but withheld from GTI.

As a result, the bankruptcy court discounted the opinion of
Onkyo's expert witness, Jeff Risius, who based his valuation of
OAI on the company's unrealistic projections.  Instead, the
bankruptcy court credited the opinion of GTI's expert, Van Conway,
who used OAI's TTM EBITDA as a basis for determining the company's
reasonable future performance.  The bankruptcy court deemed the
method the "most reliable and least speculative" means by which to
evaluate OAI's "reasonably expected future performance."  The
bankruptcy court found the fair market value of OAI's equity on
August 31, 2000, to be at most $6.9 million.  It also found that
after the acquisition, GTI's liabilities exceeded its assets by at
least $12.2 million, and concluded that the cash and promissory
notes were avoidable fraudulent transfers under Florida law, made
applicable by 11 U.S.C. Secs. 544 (b) and 550.

The appellate case is ONKYO U.S.A. CORPORATION, ONKYO EUROPE
ELECTRONICS GMBH, ONKYO MALAYSIA SDN. BHD., and ONKYO CORPORATION,
Appellants, v. GLOVAL TECHNOVATIONS, INC., and KENNETH NATHAN,
Liquidating Agent for Onkyo America, Inc., Appellees, Civil Case
No. 10-12781 (E.D. Mich.).  A copy of Judge Battani's March 31,
2011 Opinion and Order is available at http://is.gd/E06d13from
Leagle.com.

                     About Global Technovations

Global Technovations, Inc., developed, manufactured, and sold
On-Site Oil Analzers), a motor oil diagnostic and preventative
maintenance program used to diagnose the condition of vehicles.
On Dec. 18, 2001, GTI and its affiliates filed voluntary chapter
11 petitions (Bankr. E.D. Mich. Case No. 01-64771).  Onkyo
America, Inc., filed for bankruptcy the next day.  On Feb. 21,
2003, the bankruptcy court entered a confirmation order confirming
GTI's plan of reorganization.  Kenneth Nathan was appointed
liquidating agent for Onkyo America.


GMX RESOURCES: Files Support Agreement Term Sheet
-------------------------------------------------
GMX Resources Inc., on Nov. 2, 2011, entered into separately
negotiated Support Agreements with several holders of the
Company's 11.375% Senior Notes due 2019.  Certain material terms
relating to the New Notes and the related private exchange offer
and consent solicitation described in the Support Agreements are
set forth in the Term Sheet.  Actual terms of the New Notes and
the related exchange offer and consent solicitation remain subject
to agreement with the Supporting Holders and final documentation.

A copy of the Term Sheet is available for free at:

                        http://is.gd/oIoRYe

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

                           *     *     *

GMX Resources got a first time 'Caa1' Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating from Moody's
Investors Service in February 2011.  GMX's 'Caa1' CFR reflects its
small size, limited diversification, production that is 97%
natural gas in a low gas price environment, high leverage on
production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

As reported by the TCR on April 25, 2011, Standard & Poor's
Ratings Services said it assigned its 'B-' corporate credit rating
to Oklahoma City-based GMX Resources Inc.  The outlook is stable.
"The ratings on GMX Resources Inc. reflect the company's limited
scale of operations, meaningful exposure to weak natural gas
prices, a very aggressive near-term spending plan, limited
liquidity beyond 2011, and elevated debt leverage," said Standard
& Poor's credit analyst Paul B. Harvey.  "Near-term credit quality
will benefit from the liquidity provided by GMX's $200 million
senior unsecured note issuance and concurrent $100 million common
equity offering, as well as expectations for growing production
from its Haynesville Shale development," S&P related.


GMX RESOURCES: Incurs $65.9 Million Net Loss in Third Quarter
-------------------------------------------------------------
GMX Resources Inc. reported a net loss of $65.91 million on
$28.36 million of oil and gas sales for the three months ended
Sept. 30, 2011, compared with net income of $4.50 million on
$24.83 million of oil and gas sales for the same period during the
prior year.

The Company also reported a net loss of $129.54 million on $90.63
million of oil and gas sales for the nine months ended Sept. 30,
2011, compared with net income of $8.58 million on $69.34 million
of oil and gas sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$575.98 million in total assets, $432.65 million in total
liabilities, and $143.32 million in total equity.

Ken L. Kenworthy, chief executive officer said, "Our objectives
for the second half of 2011 have been to increase our cash
reserves to fund our reposition of the Company operations into
oil/liquids drilling programs.  The exchange offer will create
$100 - $120 million in new liquidity, which ensures our ability to
fund our CAPEX in 2012 and into 2013.  I am pleased with the
support we have received from our major bond holders in the form
of the terms of the bond exchange we have announced.  When
completed, the exchange offer will create between $100 million and
$120 million of new drilling capital."

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

                        http://is.gd/3PQker

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.

                           *     *     *

GMX Resources got a first time 'Caa1' Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating from Moody's
Investors Service in February 2011.  GMX's 'Caa1' CFR reflects its
small size, limited diversification, production that is 97%
natural gas in a low gas price environment, high leverage on
production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

As reported by the TCR on April 25, 2011, Standard & Poor's
Ratings Services said it assigned its 'B-' corporate credit rating
to Oklahoma City-based GMX Resources Inc.  The outlook is stable.
"The ratings on GMX Resources Inc. reflect the company's limited
scale of operations, meaningful exposure to weak natural gas
prices, a very aggressive near-term spending plan, limited
liquidity beyond 2011, and elevated debt leverage," said Standard
& Poor's credit analyst Paul B. Harvey.  "Near-term credit quality
will benefit from the liquidity provided by GMX's $200 million
senior unsecured note issuance and concurrent $100 million common
equity offering, as well as expectations for growing production
from its Haynesville Shale development," S&P related.


GREAT ATLANTIC: Seeks Court OK $490-Mil. Debt & Equity Infusion
---------------------------------------------------------------
BankruptcyData.com reports that Great Atlantic & Pacific Tea
Company filed with the U.S. Bankruptcy Court a motion to enter
into certain securities purchase agreements with certain holders
of pre-petition 5.125% Unsecured, Convertible Notes due 2011;
6.75% Unsecured, Convertible Notes due 2012, 9.375% Senior
Quarterly Interest Bonds due August 1, 2039; 5.125% Convertible
Notes and 6.75% Convertible Notes, holders of "Series A-Y"
Convertible Preferred Stock and "Series A-T" Convertible Preferred
Stock.

According to the Debtors, the agreements will "infuse the Debtors'
estates with a $490 million new debt and equity investment from
the Investors, backed by a specific performance remedy against the
Investors, are supported by the Convertible Noteholders, who hold
approximately 80% in amount of the Convertible Notes, and provide
a cash recovery to general unsecured creditors."

BankruptcyData relates that the Debtors requested a Nov. 14, 2011
hearing on the matter.

                    About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.


GREENBRIER COS: Reports $8.4 Million Net Earnings in Fiscal 2011
----------------------------------------------------------------
The Greenbrier Companies reported net earnings of $8.38 million on
$1.24 billion of revenue for the year ended Aug. 31, 2011,
compared with net income of $8.33 million on $756.28 million of
revenue during the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $1.30 billion
in total assets, $925.75 million in total liabilities, and $375.90
million in total equity.

William A. Furman, president and chief executive officer, said,
"We ended the quarter and the year with strong operating momentum,
particularly in our manufacturing segment where we successfully
executed at high production volumes.  We continue to see strength
in our end markets across each of our business segments and our
new railcar backlog continued to grow in our fourth quarter.
These factors give us good visibility and confidence that we can
support higher new railcar production levels in fiscal 2012.  We
believe our industry fundamentals are sound, and that several
forces are driving new railcar demand that are uncoupled from the
more uncertain economic and political environments.  Among these
forces are stronger railroad balance sheets, truck traffic
diversion to rail, replacement demand, and a growing strength in
the US energy market, which will continue to create increased
demand for covered hopper cars and tank cars."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/7vuakn

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

                          *     *     *

As reported by the TCR on Nov. 1, 2011, Moody's Investors Service
has withdrawn the ratings of The Greenbrier Companies, Inc.,
including its B3 probability of default ratings and corporate
family ratings and the Caa1 rating on its $68 million senior notes
due 2026, for business reasons.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, according to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


HALL'S SALVAGE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hall's Salvage, LLC
        720 Hwy. 68
        Sweetwater, TN 37874

Bankruptcy Case No.: 11-34947

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Maurice K. Guinn, Esq.
                  GENTRY, TIPTON & MCLEMORE P.C.
                  P.O. Box 1990
                  Knoxville, TN 37901
                  Tel: (865) 525-5300
                  Fax: (865) 523-7315
                  E-mail: mkg@tennlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by David J. Hall, Jr.


HARRISBURG, PA: Asset-Sale Accord May Avert State Takeover
----------------------------------------------------------
Romy Varghese at Bloomberg News reports that Harrisburg's leaders
agreed to sell municipal assets as part of a plan to keep
Pennsylvania's bankrupt capital from becoming the state's first
city put under a receiver.  During a public meeting Nov. 8
mandated by law, Mayor Linda Thompson and five of seven City
Council members also decided to ask creditors such as Assured
Guaranty Municipal Corp. to forgive $100 million in debt.

According to the report, with negotiations on a plan continuing,
the council and Mayor Thompson agreed to resume meeting tomorrow,
Nov. 10, ahead of a Nov. 14 deadline to submit a course of action
to the state for approval. Failure may mean the Pennsylvania will
appoint a receiver empowered to take fiscal steps without the
council's consent.

"Let it be a starting point," the mayor said of Councilman Brad
Koplinski's proposal to seek $100 million in debt forgiveness.
There is "no rhyme or reason" to the idea, Mayor Thompson said,
adding that creditors may agree to something else.  She has
proposed asking for forgiveness of a percentage of debt left
outstanding from asset sales.

Bloomberg notes Mr. Koplinski was among four council members who
backed putting Harrisburg into bankruptcy proceedings last month.

According to the report, a majority of the council and Mayor
Thompson on Nov. agreed to support selling the incinerator and
leasing the city's parking facilities. The agreement was
conditioned on the receipt of progress reports from a forensic
audit of the trash-to-energy plant's financing, which tipped the
community into insolvency. Council members have rejected previous
plans that required asset sales.

At the public meeting, Mayor Thompson proposed adding Ambac
Assurance Corp., the backer of the community's general-obligation
bonds, to those Harrisburg is asking to help pay off the
incinerator debt. Other creditors include Assured Guaranty and
Dauphin County, which guaranteed the incinerator financing and
made payments the city skipped, and the plant operator, a unit of
Morristown, New Jersey-based Covanta Holding Corp.

                       About Harrisburg

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.

Two days after the Chapter 9 filing on Oct. 11, the state of
Pennsylvania filed a motion to dismiss the case as being
unauthorized. Later, the state adopted a new law allowing the
governor to appoint a receiver who may join those seeking
dismissal.

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


HAWAII MEDICAL: MidCap Agrees to Finance Hospitals Until Nov. 10
----------------------------------------------------------------
Pacific Business News reports that MidCap Financial LLC will
continue to fund the two hospitals under the control of Hawaii
Medical Center until Nov. 10, 2011, while the hospitals' owner
seeks out a new buyer.

The report notes that's the latest update from HMC executives, who
returned to U.S. Bankruptcy Court on Nov. 7, 2011, for a status
hearing on its Chapter 11 bankruptcy reorganization.

According to the report, that gives HMC little time to finalize
any deal with a potential new buyer.  If that falls through, the
only other option being proposed is for HMC to start the
proceedings for winding down hospital operations.  But, HMC
executives have said they are hopeful and confident they can
find a new buyer.  The next court hearing is scheduled for Monday,
Nov. 14, 2011.

The report says Hawaii Medical Center CEO and Chief Clinical
Officer Maria L. Kostylo stated that the two hospitals, Hawaii
Medical Center West and Hawaii Medical Center East, remain open
and there will be no disruption to services.

                    About Hawaii Medical Center

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

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

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

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

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

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

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

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

St. Francis Healthcare System of Hawaii is represented by Jonathan
H. Steiner, Esq. -- steiner@m4law.com -- at McCorriston Miller
Mukai Mackinnon LLP; and Joshua M. Mester, Esq. -- jmester@dl.com
-- at Dewey & LeBoeuf LLP.


HAWAIIAN TELCOM: Court Denies Plan Trustee's Bid to Seal Docs
-------------------------------------------------------------
In the lawsuit, SHULTS & TAMM, ALC as LITIGATION TRUSTEE, v.
MICHAEL S. RULEY; CARTUS CORPORATION; and APPLE RIDGE FUNDING,
LLC, Adv. Proc. No. 11-90012 (Bankr. D. Hawaii), Bankruptcy Judge
Lloyd King denied the request of the Litigation Trustee to file
exhibits to its memorandum opposing a motion to dismiss filed by
the Defendants.  The judge said the exhibits only give details as
to the timing and amounts of various payments, and do not appear
to disclose anything of a confidential nature that is not already
made known by the Plaintiff's Second Amended Complaint.  The
Litigation Trustee filed the lawsuit to recover, as avoidable
preferences, fraudulent conveyances, and post-petition transfers,
payments made to or for the benefit of Defendant Michael S. Ruley,
pursuant to the termination of Mr. Ruley's employment as CEO of
Debtors.  The payments are often called 'golden parachutes'.  A
copy of Judge King's Nov. 2, 2011 Memorandum is available at
http://is.gd/XiGL8afrom Leagle.com.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13086) on Dec. 1,
2008.  Judge Peter Walsh of the U.S. Bankruptcy Court for the
District of Delaware on Dec. 30, 2008, approved the transfer of
the Chapter 11 cases to the U.S. Bankruptcy Court for the District
of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No.
08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors was appointed and
represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
disclosed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

Judge King entered on Dec. 30, 2009, an order confirming a plan of
reorganization for Hawaiian Telcom.  The plan was declared
effective in October 2010 after the Reorganized Debtors obtained
the backing of the U.S. Federal Communications Commission and the
Hawaii Public Utilities Commission.


HAWKER BEECHCRAFT: Files Form 10-Q, Incurs $88-Mil. Q3 Net Loss
---------------------------------------------------------------
Hawker Beechcraft Acquisition Company, LLC, filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $88 million on $518.80 million of
total sales for the three months ended Sept. 30, 2011, compared
with a net loss of $118.60 million on $594.70 million of total
sales for the same period during the prior year.

The Company also reported a net loss of $214 million on $1.65
billion of total sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $238.60 million on $1.80 billion of
total sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.10
billion in total assets, $3.49 billion in total liabilities and a
$383.20 million total deficit.

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

                        http://is.gd/gNdcrI

                      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.

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.

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.

                         *     *     *

As reported by the TCR on Sept. 16, 2011, Moody's Investors
Service has lowered all the credit ratings, including the
corporate family rating to Caa3 from Caa2, of Hawker
Beechcraft Acquisition Company LLC.  The rating outlook is
negative.

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon. Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable. Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook. Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio. While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak. As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis).


HORIZON VILLAGE: Files Plan; Unsecured Creditors to Get 100%
------------------------------------------------------------
Horizon Village Square LLC has filed a plan of reorganization with
the U.S. Bankruptcy Court for the District of Nevada.

Consolidated confirmation hearing and disclosure statement hearing
dates are scheduled for Jan. 9, 2012, at 9:30 a.m., Jan. 10, 2012,
at 1:30 p.m., and Jan. 12, 2012, at 1:30 p.m.

On the Effective Date, all of the Debtor's assets will vest in the
Reorganized Debtor who will be responsible for making the
Distributions described in the Plan.  Except as otherwise provided
in the Plan or the Confirmation Order, the Cash necessary for
Reorganized Debtor to make payments pursuant to the Plan may be
obtained from existing Cash balances and Debtor's operations.

The Plan, filed Oct. 25, 2011, designates four (4) classes of
claims and one (1) class of interests:

Class 1. Secured Lender Claim.
Class 2. Other Secured Claims.
Class 3. Priority Unsecured claims
Class 4. General Unsecured Claims
Class 5. Equity Securities.

The Class 1 Secured Lender Claim will receive the sum of $200,000
from the Reorganized on the later of: (i) March 14, 2012; and (ii)
the 14th business day of the first full calendar month following
the Effective Date.  Thereafter, the Secured Lender will receive
monthly principal and interest payments on the outstanding balance
of the Amended and Restated Note amortized over a period of 30
years at the Secured Interest Rate.  The unpaid balance of the
Amended and Restated Note will be due and payable on the Maturity
Date, or March 31, 2017.

The Holder of the Class 1 Secured Lender Claim will not be
entitled to any default interest, late fees, or other charges
resulting from a default occurring prior to the Effective Date
under the Loan Documents.  Class 1 in Impaired under the Plan and
the Holder of the Class 1 Secured Lender Claim is entitled to
vote.

Class 2 Other Secured Claims, if any, will be paid in full in Cash
or otherwise left Unimpaired by the Debtor or the Reorganized
Debtor.  Class 2 is Unimpaired and the Holders of Class 2 Claims,
if any, are deemed to have accepted the Plan and are not entitled
to vote.

Class 3 Priority Unsecured Claims, if any, will be paid in full in
Cash.  Class 3 is Unimpaired under the Plan, and therefore, the
Holders of Class 3 Claims, if any, are deemed to have accepted the
Plan and are not entitled to vote on this Plan.

Class 4 General Unsecured Claims will be paid in full in Cash,
plus post-Effective Date interest at the Unsecured Interest Rate,
on the 60th Business Day after the Effective Date.  Class 4 is
Impaired under the Plan and the Holders of Class 4 Claims are
entitled to vote.

Class 5 Equity Securities will retain all of their legal
interests and the Holders of the Class 5 Equity Securities are
Unimpaired, and are thus deemed to have accepted this Plan and are
not entitled to vote.

A copy of the Plan is available for free at:

        http://bankrupt.com/misc/horizonvillage.dkt81.pdf

               About Horizon Village Square et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No.
11-21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


HUDSON HEALTHCARE: Closes Sale of Hoboken University
----------------------------------------------------
Dow Jones' DBR Small Cap reports that the sale of New Jersey's
oldest hospital to a for-profit medical group was finalized on
Friday, capping several years of turmoil since the city of Hoboken
raised $52 million in bonds to rescue the ailing facility in 2007.

Melanie Evans at ModernHealthcare.com reports that the deal won
approval in October from a bankruptcy court judge and won
certificate-of-need approval from the New Jersey Department of
Health and Senior Services.  Executives have started evaluating
the needs of Hoboken University Medical Center.

ModernHealthcare.com says HUMC Holdco named Phillip Schaengold,
previously president and CEO of Memorial Health, Savannah, Ga., as
CEO of the Hoboken hospital.  Mr. Schaengold has held several
healthcare management positions, according to a news release
announcing his appointment, including the Sinai Health System,
Detroit; the George Washington University Hospital, District of
Columbia; Upstate Medical University Hospital at the State
University of
New York, Syracuse, N.Y.; and Tenet Healthcare.

As reported in the Troubled Company Reporter on Oct. 31, 2011, 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.

                    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: Signs Contract with Volkswagen
-------------------------------------------------
Hughes Telematics, Inc., signed an agreement with Volkswagen Group
of America, Inc., to deliver Volkswagen connected vehicle services
beginning in 2013.  Hughes Telematics and Volkswagen will bring to
market a comprehensive suite of connected services for safety and
security, convenience, and diagnostics, while offering drivers a
new level of service and accessibility.

"We are excited to partner with Hughes Telematics as we introduce
Connected Services to our Technology portfolio," said Rainer
Michel, vice president product marketing and strategy, Volkswagen
of America, Inc.  "With the introduction of the Hughes Telematics
solution, we can reliably add new features throughout the life of
our products.  Our partnership with Hughes Telematics further
extends our commitment to innovation and technology leadership."

Volkswagen and Hughes Telematics will work together to offer
personalized services that enhance the driving and ownership
experience.  Hughes Telematics' versatile architecture will
provide the support for Volkswagen's Connected Services portfolio
with state-of-the art customer service systems and emergency
support personnel.

"As one of the leading automakers in the world, Volkswagen is
clearly a significant influencer within the industry, and we look
forward to working together to bring a unique connected experience
to their customers," said Erik Goldman, president, Hughes
Telematics, Inc.  "Volkswagen's rich history of developing state-
of-the-art technology coupled with our industry leading telematics
architecture and experience will allow us to deliver a robust set
of services to meet the global needs of today's and tomorrow's
drivers."

                      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: Discloses Material Terms of VWGoA Agreement
--------------------------------------------------------------
HUGHES Telematics, Inc., on Nov. 1, 2011, executed the Agreement
with Volkswagen Group of America, Inc.  Under the Agreement, the
Company will provide telematics services on an exclusive basis to
specified Volkswagen brand vehicles sold or leased in the United
States market commencing in 2013.

The telematics services to be provided include a variety of
services including, among other things, safety and security
services, enhanced navigation services and remote vehicle
diagnostics.  The Company will be required to provide services to
subscribers in accordance with specified standards and service
levels.  The Agreement also allocates between the Company and
VWGoA certain costs and expenses related to the provision of
telematics services to subscribers.

Specified Volkswagen Vehicles

Under the Agreement, the Company will provide telematics services
to certain Volkswagen brand vehicles built during model years 2013
through 2016.  VWGoA also has the option to include model year
2017 vehicles under the Agreement.

Termination

The Agreement is scheduled to expire in 2019.  If the agreement
expires in 2019, the Company will retain the exclusive right to
continue to provide telematics services to then current
subscribers.  Under the Agreement, VWGoA may terminate the
Agreement upon the breach of any of the Company's material
obligations, including the failure to maintain certain minimum
service level standards, subject to customary cure rights.  The
service level standards under the Agreement relate primarily to
the performance of the Company's call center facilities.  As these
service level standards are in line with service levels currently
maintained by the Company's call center partners, the Company
believes that it will meet or exceed such requirements.

Subscriptions

Under the Agreement, together with VWGoA, the Company is
responsible for entering into subscription agreements with, and
the billing of, subscribers.  The Company is required to institute
reasonable or specified protocols with regard to the telematics
services it provides subscribers.  The Agreement additionally
allocates the responsibilities for setting pricing for
subscriptions fees and provides for the allocation of revenue from
subscription fees and other payments between the parties in a
manner the Company believes is consistent with industry standards.

Vehicle and Subscriber Data

Under the Agreement, the obligation to provide, and the rights to
receive and use, vehicle and subscriber data are allocated between
the parties.  The Agreement also provides for subscriber consent
for the transmission of vehicle and subscriber data between the
parties and from the parties to third parties.

Intellectual Property, Trademarks, Indemnification Rights,
Required Insurance and Audit Rights

Under the Agreement, the ownership of intellectual property
developed during the term of the Agreement is allocated between
the respective parties and each party agrees to respect the
trademarks of the other party.  The Agreement also imposes
specific indemnification obligations between the parties, requires
the Company to maintain certain insurance policies and provides
certain audit rights.

                      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: Gets Final Approval for $50 Million DIP Loan
-----------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized, on a final basis, Hussey Copper
Corp., et al., to:

   -- obtain postpetition loans, advances and other financial
accommodations from PNC Bank, National Association, in its
capacity as agent for itself and the other financial institutions
from time to time party to he DIP Credit agreement, in an
aggregate amount up to $50,000,000; and use cash collateral of
prepetition secured parties; and

   -- use the cash collateral pledged to the secured parties and
Scheneider Electric USA, Inc., formerly known as Square D Company.

The Debtor related that as of Sept. 27, 2011, the aggregate amount
of all obligations owing to the prepetition secured parties in
connection with the prepetition financing documents was not less
than $38,170,958.

PNC Bank, National Association, in its capacity as agent for
itself and the other financial institutions from time to time
party to the DIP credit agreement, in connection with the DIP
revolving credit facility committed to provide in an interim
aggregate amount of up to $35,000,000, and on a final basis in
aggregate amount up to $50,000,000, secured by first priority
perfected security interests in and liens, senior and above all
other liens upon all of the DIP collateral, and subject to carve
out.

OAP Real Estate, LLC, Cougar Metals, Inc., Orbie Trading, L.P. and
Hussey Exports, Ltd. guranteed the loan.

The Debtors added that were unable to procure financing in the
form of unsecured credit allowable under section 503 (b)(1) of the
Bankruptcy Code.

The Debtors are also authorized to use cash collateral and grant
adequate protection to each prepetition lender and issuer.

The Debtors would use the cash collateral to maintain business
relationships with their vendors, suppliers and customers, to pay
their employees, and to otherwise fund their operations.

As adequate protection to Square D, the Debtors will grant second
lien adequate protection liens (replacement liens) on all of
Hussey's right, title and interest in, and to the same items and
types of DIP collateral.

Previously, the Official Committee of Unsecured Creditors objected
to the DIP loan from PNC Bank, Wells Fargo Capital Finance, LLC
and Bank of America, N.A., stating the credit facility was not
necessary.  The Budget showed that the Debtors will need only
$218,000 in "new money" between the Petition Date and the week of
Dec. 2, 2011, and only if certain lender fees are paid.

The Committee objected to various terms, conditions, and covenants
of the DIP Facility as they are burdensome and outcome-
determinative in the cases.

                         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.  The Debtors tapped SSG Capital Advisors LLC as investment
banker.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC, and Klehr Harrison
Harvey Branzburg LLP as counsels.  The panel selected FTI
Consulting, Inc. as restructuring and financial advisor.

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.


HUSSEY COPPER: Creditors Oppose Bid to Distribute Execs Bonuses
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors are
protesting Hussey Copper Corp.'s bid to dole out up to
$2.7 million in sale-related bonuses, arguing that the executives
set to be rewarded don't deserve the cash.

As reported in the Troubled Company Reporter on Nov. 1, 2011, Dow
Jones' Daily DBR Small Cap said that Hussey Copper 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.

                        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.  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 with seven members was appointed.
Lowenstein Sandler PC serves as the committee counsel.


IAC/INTERACTIVE CORP: S&P Lifts Sr. Sec. Debt Rating From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
IAC/Interactive Corp.'s $80 million of New York City Industry
Development Liberty Bonds due 2035 to '1' from '2'. "The '1'
recovery rating indicates our expectation of very high (90%-100%)
recovery in the event of a payment default. In addition, we raised
our issue-level rating on this debt to 'BBB-' (two notches higher
than the 'BB' corporate credit rating) from 'BB+'. The revision on
the recovery ratings reflects a scenario of a smaller decline in
the value of assets securing the Liberty Bonds than under our
previous analysis, and increased credit support from IAC
guarantees under our simulated default scenario," S&P said.

Ratings List

IAC/InterActiveCorp.
Corporate Credit Rating                BB/Stable/--

Upgraded; Recovery Rating Revised
                                        To                 From
IAC/InterActiveCorp.
Senior Secured
  New York City Industry Development Liberty Bonds due 2035
                                        BBB-               BB+
  Recovery Rating                       1                  2


INLAND STORAGE: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Inland Storage, Inc.
        P.O. Box 190838
        Boise, ID 83719

Bankruptcy Case No.: 11-03257

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: Patrick John Geile, Esq.
                  FOLEY FREEMAN, PLLC
                  P.O. Box 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  Fax: (208) 888-5130
                  E-mail: pgeile@foleyfreeman.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb11-03257.pdf

The petition was signed by James Hutchens, president.


INNER CITY: Creditors Have Until Nov. 18 to File Proofs of Claim
----------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York has established Nov. 18, 2011, at
5:00 p.m. (prevailing Eastern Time)as the deadline for any
individual or entity to file proofs of claim against Inner City
Media Corporation, et al.

Governmental units have until March 6, 2012 at 5:00 p.m., to file
their proofs of claim.

Proofs of Claim must be delivered at these addresses:

   If by mail:

         ICMC Claims Processing
         c/o GCG
         P.O. Box 9809
         Dublin, OH 43017-5709

   If by personal delivery or overnight courier:

         ICMC Claims Processing
         c/o GCG
         5151 Blazer Parkway, Suite A
         Dublin, OH 43017

                   About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INNER CITY: Files Schedules of Assets and Liabilities
-----------------------------------------------------
ICBC Broadcast Holdings, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $201,272,219
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $251,552,396
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $28,816
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $173,801,278
                                 -----------      -----------
        TOTAL                   $201,272,219     $425,382,490

Debtor-affiliates also filed their respective schedules,
disclosing

   Company                            Assets      Liabilities
   -------                            ------      -----------
ICBC Broadcast Holdings-CA, Inc.    $91,483,584   $252,676,485
Urban Radio IV, L.L.C.                       $0             $0
Urban Radio III, L.L.C.                      $0             $0
Urban Radio II, L.L.C.                       $0             $0
Urban Radio I, L.L.C                         $0             $0
Urban Radio, L.L.C.                          $0   $251,552,396
Inner City Media Corporation                 $0   $347,050,116
Inner-City Broadcasting Corporation
of Berkeley                            $505,950   $251,552,396
ICBC-NY, L.L.C.                     $87,275,054   $252,694,141

                   About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.
Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INTERNAL FIXATION: Sells $53,000 8% Convertible Note
----------------------------------------------------
Internal Fixation Systems, Inc., on Nov. 1, 2011, entered into a
Securities Purchase Agreement with Asher Enterprises, Inc., dated
as of Oct. 27, 2011, for the sale of an 8% convertible note in the
principal amount of $53,000.  The financing closed and the Note
was issued on Nov. 1, 2011.

The Note bears interest at the rate of 8% per annum.  All interest
and principal must be repaid on Oct. 31, 2012.  The Note is
convertible into common stock, at Asher's option, at a 41%
discount to the average of the five lowest closing bid prices of
the common stock during the 10 trading day period prior to
conversion.  In the event the Company prepays the Note in full,
the Company is required to pay off all principal, interest and any
other amounts owing multiplied by (i) 135% if prepaid during the
period commencing on the closing date through 90 days thereafter,
(ii) 140% if prepaid 91 days following the closing through 150
days following the closing, and (iii) 150% if prepaid 151 days
following the closing through 180 days following the closing.
After the expiration of 180 days following the date of the Note,
the Company has no right of prepayment.

Asher has agreed to restrict its ability to convert the Note and
receive shares of common stock such that the number of shares of
common stock held by them in the aggregate and their affiliates
after such conversion or exercise does not exceed 4.99% of the
then issued and outstanding shares of common stock.  The total net
proceeds the Company received from this Offering on Nov. 1, 2011,
was $50,000.

The Company claims an exemption from the registration requirements
of the Securities Act of 1933, as amended for the private
placement of these securities pursuant to Section 4(2) of the Act
or Regulation D promulgated there under since, among other things,
the transaction did not involve a public offering, Asher is an
accredited investor, Asher had access to information about the
Company and their investment, Asher took the securities for
investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.

                      About Internal Fixation

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

Goldstein Schechter Koch P.A., in Hollywood, Florida, expressed
substantial doubt about Internal Fixation Systems' ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company had a net loss of
$781,440 for the year ended Dec, 31, 2010, cumulative losses since
inception of $757,218 and a working capital deficit of $123,409.

The Company's balance sheet at June 30, 2011, showed $1.65 million
in total assets, $2.02 million in total liabilities, and a
$372,582 stockholders' deficit.


ISOLA USA: S&P Puts 'B' Corp. Credit Rating on Watch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Chandler,
Ariz.-based printed circuit board (PCB) laminate supplier Isola
USA Corp., including its 'B' corporate rating, on CreditWatch with
positive implications.

"We view the proposed debt reduction, from the IPO proceeds, as
well as the conversion of convertible preferred shares and accrued
interest into common shares, which we analytically treat as debt,
as a potential positive for the company's credit profile," said
Standard & Poor's credit analyst William Backus.

Isola stated in its S-1 registration statement that it will
primarily use the public offering proceeds, together with proceeds
from a new senior secured credit facility, to prepay all of the
existing term loans under its existing senior secured and
mezzanine credit agreements. "Additionally, as part of a
corporate reorganization to occur immediately prior to the IPO,
the company's convertible preferred shares and accrued interest,
which we analytically treat as debt, will be converted into common
shares. Pro forma for the proposed reorganization, Isola's
adjusted leverage will decline to 5.2x from 8.0x as of June 30,
2011, due entirely to the reclassification of convertible
preferred shares to common equity. If the IPO is successful, the
net proceeds may lead to additional improvements in leverage. The
timing of the completion of the IPO and amount of net proceeds are
currently uncertain," S&P said.

"We currently view Isola's business risk as profile as
vulnerable," added Mr. Backus, "primarily reflecting industry
volatility and its moderate overall competitive position in the
PCB laminate industry, with larger, more diversified and better
capitalized competitors, and a short track record of operating at
its current profitability levels."

Standard & Poor's will monitor the progress of the IPO and size
and ultimate use of proceeds, as well as assess Isola's business
prospects in determining the rating outcome. "We would consider an
upgrade if net IPO proceeds resulted in debt reduction leverage in
the 4.5x area, but any potential upgrade would be limited to one
notch," S&P said.


JBS SA: S&P Affirms 'BB' Rating; Outlook Revised to Stable
----------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Brazil-
based protein producer JBS S.A. and its U.S. subsidiary JBS USA
LLC to stable from positive and affirmed its 'BB' ratings on these
companies.

"The outlook revision reflects our belief that JBS's deleveraging
trend will be slower than we had previously expected. The weak or
negative cash flows from its U.S. divisions, which account for
more than 70% of consolidated revenues, coupled with potentially
volatile raw material prices, will likely limit the company's
ability to pay down gross debt in the intermediate term. Moreover,
its more leveraged capital structure and weaker profitability have
somewhat tightened covenants headroom. Although we see favorable
trends in 2012 for the industries in which JBS operates, we expect
the company to take longer to achieve projected credit ratios,"
S&P said.


JEFFERSON COUNTY, AL: Tuesday Meeting Held for Bankruptcy Vote
--------------------------------------------------------------
Barnett Wright, writing for The Birmingham News, reported that the
Jefferson County Commission was set to consider on Tuesday whether
to file the largest government bankruptcy in U.S. history.  A
commission committee Monday afternoon approved a resolution that
includes bankruptcy as one of several options that also include
approving a settlement with modifications or continuing
negotiations.

The County Commission in September approved a conceptual
settlement agreement with sewer-system creditors that could
increase sewer rates as much as 8.2% a year for three years and no
more than 3.25% a year afterward.  Birmingham News relates the
signed, definitive agreement from creditors still is not in place,
and lawmakers remain divided on how to help with the county's
financial problems.

According to Reuters, one modification to the deal was discussed
in a commissioners' meeting on Monday.  It involves the adjustment
of a $140 million difference between the originally agreed-upon
$2.05 billion the county must repay the creditors.  That figure,
according to Commissioner Jimmie Stephens, has since crept up to
$2.19 billion, Reuters says.

Birmingham News recounts that Jefferson County's financial
problems stem from two main areas:

     (1) troubled sewer system

The sewer system sold $3.2 billion of bonds, most of them with
interest rates that vary depending on demand for them at periodic
auctions. The auctions collapsed in 2008 as banks and other
investors conserved capital amid the mortgage crisis. Interest
rates the county paid to bondholders skyrocketed to compensate
them for the lower demand at auctions, and sewer revenues couldn't
cover the increase.

     (2) the general fund

The second major hit came in March when the Alabama Supreme Court
threw out the county's occupational tax, which generated $66
million in revenue for the general fund last year.  Losing the tax
led the commission to cut more than $30 million in spending and
close the county's satellite courthouses.  The county's financial
plight worsened when state lawmakers in June failed to pass a
limited home rule bill to allow the county to raise replacement
revenue.  The commission ordered layoffs of 547 workers along with
deep cuts in services.

According to Birmingham News, without a special session, the
county faces a number of consequences besides the loss of what
officials have said is about $2 billion in concessions.  They
could include sewer rate increases up to 25% annually for three
years and the exposure of $75 million in reserves to a court-
appointed receiver who has said he will go after that cash unless
there's an agreement between the county and creditors.

Reuters relates even if the settlement survives Tuesday's vote,
there has been no sign from Alabama Governor Robert Bentley that
he intends to call a special session of the state legislature to
fulfill other requirements of the tentative deal.  State
legislators need to provide a state moral obligation to back the
county's debt repayment efforts and pass laws to assist Jefferson
County in replacing revenue lost when a county occupational tax
was voided by a court earlier this year.

Birmingham News relates county commissioners have said they are
bracing for a round of cuts in December -- the third this year --
that would take an additional $40 million out of the budget. For
fiscal 2012, which began Oct. 1, the commission adopted a general
fund budget that was $217.8 million, which is $94.6 million less
than last year's $312.4 million budget.

Birmingham News says the county's possible $4.1 billion filing
under the Chapter 9 section of the U.S. Bankruptcy Code would more
than double the $1.6 billion bankruptcy of Orange County, Calif.,
in 1994. Orange County filed bankruptcy after amassing $1.6
billion of investment losses.

Last fall, Circuit Judge Albert Johnson appointed New Jersey water
works executive John S. Young receiver over the sewer system and
gave him the power to raise rates and increase revenues to pay off
the sewer debt.

Birmingham News relates Mr. Young told Judge Johnson in a status
conference Monday morning that he believed he could have signed
documents in hand within a week, agreeing to a settlement.


JUPITER HOTEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jupiter Hotel, LLC
        29850 Northwestern Highway, Suite 200
        Southfield, MI 48034

Bankruptcy Case No.: 11-68417

Chapter 11 Petition Date: November 1, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Geoffrey T. Pavlic, Esq.
                  STEINBERG SHAPIRO & CLARK
                  25925 Telegraph Road, Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: pavlic@steinbergshapiro.com

                         - and ?

                  Mark H. Shapiro, Esq.
                  STEINBERG SHAPIRO & CLARK
                  25925 Telegraph Road, Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: shapiro@steinbergshapiro.com

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb11-68417.pdf

The petition was signed by Amer Asmar, manager.


JVJ PHARMACY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: JVJ Pharmacy Inc.
          dba University Chemists
        74 University Place
        New York, NY 10003

Bankruptcy Case No.: 11-15126

Chapter 11 Petition Date: November 3, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Avrum J. Rosen, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  E-mail: ajrlaw@aol.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-15126.pdf

The petition was signed by James F. Zambri, president.


KAY'S OASIS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kay's Oasis Enterprise, Inc.
        1117-1125 Blue Hill Avenue
        Boston, MA 02124

Bankruptcy Case No.: 11-20408

Chapter 11 Petition Date: November 2, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Denzil D. McKenzie, Esq.
                  MCKENZIE & ASSOCIATES, P.C.
                  183 State Street, Suite 6
                  Boston, MA 02109
                  Tel: (617) 723-0400
                  Fax: (617) 723-7234
                  E-mail: dmckenzie@mckenzielawpc.com

Scheduled Assets: $1,439,500

Scheduled Debts: $890,328

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab11-20408.pdf

The petition was signed by Kay M. Chambers, president.


KH FUNDING: Files Joint Disclosure Statement Dated November 4
-------------------------------------------------------------
KH Funding Company and the Official Committee of Unsecured
Creditors submitted to the U.S. Bankruptcy Court for the District
of Maryland a joint disclosure statement dated November 4, 2011 in
connection with the solicitation of acceptances of an amended
Chapter 11 Joint Plan of Liquidation.

The Court previously signed a consent order submitted by the
Debtor and the Committee, which extended the time for the parties
to submit a Disclosure Statement in support of the Joint
Chapter 11 Plan of Liquidation to October 28, 2011 from October
13, 2011.

Pursuant to the Plan, KH Funding will continue to own its property
and manage its affairs.  On the Plan's effective date, BDO
Consulting, a Division of BDO USA, LLP, will be appointed Plan
Administrator to administer the Plan.  Administration of the Plan
primarily will involve implementing an orderly liquidation of the
Assets.  Under the supervision and direction of the Plan
Administrator, KH Funding will reduce its assets to cash, which
will be distributed periodically to holders of allowed claims.

To maximize the value of KH Funding's Assets for distribution
pursuant to the Plan, KH Funding, under the supervision of the
Plan Administrator, will continue to implement measures to
maximize the value of the Assets and realize such value through an
orderly liquidation strategy.

KH Funding and the Committee anticipate that the orderly
liquidation process will be completed within 12 to 24 months after
the Effective Date and will generate sufficient cash to enable the
Plan Administrator to (i) pay in full all allowed administrative
expenses, including allowed fee claims, allowed priority tax
claims, allowed priority claims, and allowed secured claims; and
(ii) make distributions on account of allowed general unsecured
claims, including the unsecured portion of the Series 3 note
claims and the Series 4 note claims, in an amount between 10% and
15% of the aggregate amount of the allowed general unsecured
claims.

Except as otherwise expressly provided by the Plan or the
Confirmation Order or other Final Order of the Bankruptcy Court,
on the Effective Date, KH Funding (but not its past or current
officers, directors, employees, or its past or current counsel,
with the exception of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC), the Committee and its individual members, the
Plan Administrator, Gray and Associates, LLC, Eric A. Zoellner,
the Series 3 Trustee, the Series 4 Trustee, and, except as limited
heretofore with respect to KH Funding, each of their past or
current officers, directors, employees, accountants, financial
advisors, investment bankers, agents, representatives,
restructuring advisors, attorneys, parents, subsidiaries and
affiliates, and each of their respective agents, representatives,
successors and assigns, shall be deemed released by each of them
against the other of and from any claims, obligations, rights,
causes of action and liabilities for any act or omission in
connection with, or arising out of, the Chapter 11 Case,
including, without limiting the generality of the foregoing, all
sales of assets, the Disclosure Statement, the formulation,
dissemination and pursuit of approval of the Disclosure Statement,
the formulation, dissemination and pursuit of confirmation of the
Plan, the consummation of the Plan or the administration of the
Plan or the property to be distributed under the Plan, except for
acts or omissions that constitute willful misconduct, gross
negligence or fraud, and all such Persons, in all respects, shall
be entitled to rely upon the advice of counsel with respect to
their duties and responsibilities under the Plan and under the
Bankruptcy Code.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company is a Maryland
corporation whose business activities consisted primarily of
originating, acquiring, and servicing mortgage loans.
Specifically, KH Funding originated commercial real estate
mortgage loans and investment property residential mortgage loans
and also purchased residential first and second mortgage loans
from other lenders.  These lending activities have been
concentrated primarily in the greater Washington, D.C. and
Baltimore areas.

The 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.

As reported in the TCR on Oct. 3, 2011, KH Funding Company and the
Official Committee of Unsecured Creditors filed a proposed Joint
Plan of Liquidation for KH and an explanatory disclosure
statement.


KINGSBURY CORP: Deal to Resolve Motion for Relief of Stay Approved
------------------------------------------------------------------
The J. Michael Deasy of the U.S. Bankruptcy Court for the District
of New Hampshire approved a stipulation entered between Kingsbury
Corporation, Utica Leaseco, LLC and Diamond Business Credit, LLC,
which has been filed with the Court under seal.

The stipulation was entered to resolve creditor Utica Leaseco's
motion for relief from stay against the Debtor's assets.

As reported in the Troubled Company Reporter on Oct. 21, 2011,
Utica Leaseco has also withdrawn its motion to dismiss the Chapter
11 case of the Debtor.

                      About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com-- makes and
assembles machine systems.

Kingsbury Corporation and affiliate Ventura Industries, LLC, filed
Chapter 11 petition (Bankr. D. N.H. Case Nos. 11-13671 and 11-
13687) on Sept. 30, 2011.  Jennifer Rood, Esq., and Robert J.
Keach, Esq., at Berstein, Shur, Sawyer & Nelson, server as counsel
to the Debtors.   Kingsbury estimated assets and debts of up to
$50 million in its Chapter 11 petition.

Donnelly Penman & Partners serves as its investment banker.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Kingsbury Corporation.


LANCASTER CAUSEWAY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Lancaster Causeway Corporation
        272 Summer Street
        Somerville, MA 02144

Bankruptcy Case No.: 11-20381

Chapter 11 Petition Date: November 1, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: John M. McAuliffe, Esq.
                  MCAULIFFE & ASSOCIATES, P.C.
                  430 Lexington Street
                  Newton, MA 02466
                  Tel: (617) 558-6889
                  E-mail: mcauliffeassociates@hotmail.com

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

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

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

The petition was signed by Daniel J. Brown, president.


LAO PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: LAO Properties, LLC
        26 Brickyard Court, Suite 6
        York, ME 03909

Bankruptcy Case No.: 11-21571

Chapter 11 Petition Date: November 1, 2011

Court: United States Bankruptcy Court
       Maine (Portland)

Judge: James B. Haines Jr.

Debtor's Counsel: D. Sam Anderson, Esq.
                  BERNSTEIN SHUR SAWYER & NELSON
                  100 Middle St., West Tower
                  Portland, ME 04101
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  E-mail: sanderson@bernsteinshur.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/meb11-21571.pdf

The petition was signed by Lorri O'Brien, manager.


LAS VEGAS RAILWAY: John Zilliken Resigns as COO
-----------------------------------------------
John M. Zilliken has resigned effective Oct. 28, 2001, his
position as Chief Operating Officer.  Mr. John M. Zilliken
resigned for personal reasons and has no disputes or disagreements
with the Company.  The Company has subsequently eliminated the
position of Chief Operating Officer and created a new Vice
President position, Vice President Passenger Services, which is
currently unfilled.

                      About Las Vegas Railway

Las Vegas, Nev.-based Las Vegas Railway Express, Inc., formerly
Liberty Capital Asset Management, Inc. was formed March 9, 2007,
as Corporate Outfitters, a development stage company.  On Nov. 3,
2008, with a share exchange, asset purchase agreement the Company
acquired Liberty Capital Asset Management, a Nevada corporation,
formed in July of 2008 as a holding company for all the assets of
CD Banc LLC in contemplation of the company going public via a
reverse merger into a publicly trading corporation.

CD Banc LLC was formed in 2003 as a Nevada limited liability
corporation with the purpose of acquiring real estate assets and
holding them for long-term appreciation.

The Company acquired Las Vegas Railway Express (LVRE) in
January 2010 and began its operations as the primary business of
the Company.  The Company subsequently changed its name from Las
Vegas Railway Express, to Las Vegas Railway Express, Inc., and is
traded under the symbol XTRN.OB.

The Company's balance sheet at June 30, 2011, showed $894,758 in
total assets, $1.89 million in total liabilities and a $997,404
total stockholders' deficit.

As reported by the TCR on June 28, 2011, Hamilton, PC, in Denver,
Colorado, expressed substantial doubt about the Company's ability
to continue as a going concern following the 2010 results.  The
independent auditors noted that the Company suffered recurring
losses from operations.


LEHMAN BROTHERS: Endurance & 4 Others to Pay Litigation Cost
------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained court order authorizing
Endurance Specialty Insurance Ltd. and four other insurance firms
to pay the defense costs of its current and former officers and
employees.

The defense costs of Lehman officers and employees are covered by
the insurance policies of Endurance Specialty, certain
underwriters at Lloyd's London, Illinois National Insurance
Company, Chartis Excess Limited, and Axis Specialty Limited
Bermuda, which provide $70 million in coverage for the 2007-2008
policy year.

LBHI also obtained another order, which approved the agreements
granting ACE Bermuda Insurance Ltd. and certain insurance firms a
release of claims in connection with the $90 million settlement
of a shareholder suit in New York, and the $8.25 million
settlement of another suit in New Jersey.

In a related development, Judge James Peck approved a motion by
Richard Fuld Jr. and other Lehman officials Christopher M.
O'Meara, Erin M. Callan, Michael L. Ainslie, John F. Akers, Roger
S. Berlind, Thomas H. Cruikshank, Marsha Johnson Evans, Sir
Christopher Gent, Roland A. Hernandez, Henry Kaufman and John D.
Macomber to allow the payment of $90 million to settle the New
York suit, and $1.05 million to settle the suits filed by city
officials in California.

Essex Equity Holdings USA, LLC, objected to Fuld, et al.'s motion
for approval of the payment of insurance to settle the California
municipalities suit because the motion is unsupported by the
documents submitted to the Court.  Essex objected to the request
to the extent the D&O insurance companies are inviting the Court
to make any overt or implicit coverage decisions, especially when
less than a sufficient record is used to obtain the "comfort
order."

Essex asked that the Court rule and hold that any order it will
enter in connection with the motion do not constitute an
insurance coverage ruling to avoid a significant risk that any
decision from the Court ultimately will be misused to assert in a
later proceeding in front of a different court or tribunal that
the Court has indeed ruled on a substantive insurance coverage
point of law or fact.

The Insured Officers, in response to Essex, asked the Court to
overrule the objection.  The Insured Persons asserted that the
Court has previously overruled a similar objection raised by
Essex and held that the grant of a similar motion does not
constitute a determination of any coverage issues.

The Insured Persons also complained that Essex does not have any
standing to make an objection because it is presently not
entitled to any proceeds from the D&O policies at issue.  Essex
is merely "one representative of . . . a whole host of third
parties who may have claims that could be a claim against
proceeds of an insurance policy" who is without standing to
objection, the Insured Persons asserted, citing Judge Peck's
ruling during a hearing in July.

Essex is owned by brothers M. Brian Maher and Basil Maher, former
owners of a New Jersey-based marine terminal company.  The Mahers
have been adversaries of Lehman since the investment bank filed
for bankruptcy in September 2008, The Wall Street Journal
related.  The Maher brothers have alleged throughout the case
that after the 2007 sale of their Maher Terminal Holdings Corp.
business, they wired $600 million of the sale proceeds to Lehman,
which allegedly invested the money more riskily then the brothers
wanted, the Journal related.

                    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: Settlement of $500MM Set-Off Issue Approved
------------------------------------------------------------
Judge James Peck approved the agreements Lehman Brothers Holdings
Inc. entered into with Bank of America N.A. and its subsidiary,
Merrill Lynch International.

The agreements call for the settlement of LBHI's dispute with
Bank of America over a $500 million setoff, and the reduction of
Merrill's derivatives claims by $3 billion.

LBHI previously sued Bank of America for improperly setting off
against a Lehman account, saying it was a violation of the
automatic stay.  Bank of America set off more than $500 million
against the company's alleged debt to the bank prior to its
bankruptcy filing.

The settlement drew support from the Official Committee of
Unsecured Creditors.

                    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: Asia Creditors to Meet On Nov. 10
--------------------------------------------------
Contributories and creditors of Lehman Brothers Commercial
Corporation Asia Limited and Lehman Brothers Asia Holdings Limited
will hold their separate meetings on Nov. 10, 2011, at 27/F,
Alexandra House, at 18 Chater Road, Central, in Hong Kong and on
Nov. 11, 2011, at Cliftons, 33/F, at 9 Queen's Road Central, in
Hong Kong, respectively.  The meetings will be the second for the
company's creditors and contributories.

At the meeting, Paul Jeremy Brough and Edward Simon Middleton,
the company's liquidators, will give a report on the company's
wind-up proceedings and property disposal.

                    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: Deutsche Bank, et al., Support Lehman Plan
-----------------------------------------------------------
Deutsche Bank AG and several other creditors of Lehman Brothers
Holdings Inc. have expressed support for the confirmation of the
company's proposed Chapter 11 plan.

The move is part of the so-called plan support agreements the
creditors have signed with LBHI, which requires them to vote in
favor of the plan.

The creditors, which also include Bank of America N.A., Royal Bank
of Scotland plc, Societe Generale, BNP Paribas, Och-Ziff Capital
Management Group LLC, UBS AG, Varde Partners L.P. and King Street
Capital Management L.P., are the latest additions to the
increasing list of Lehman creditors supporting the $65 billion
payout plan.

Deutsche Bank previously called for the reclassification of its
claims, each in the sum of more than $1 billion, against LBHI and
its commercial paper unit under the plan.

Deutsche Bank's lawyer Joshua Dorchak, Esq., at Bingham McCutchen
LLP, in New York, clarified that the bank's move to support the
plan is "without prejudice to its rights and remedies" with
regards to the proposed reclassification of its claims.

"Deutsche Bank AG reserves its rights to object to confirmation of
the plan solely with respect to such reclassification and
otherwise to defend its interests in connection therewith," Mr.
Dorchak said in court papers.

Earlier, LBHI entered into a settlement with two of its largest
creditors and with 56 affiliates, most of which are based in the
United Kingdom to get their support for the plan.

The company also reached an agreement in principle to settle the
claims of Lehman Re Ltd., a Bermuda-based affiliate.  The deal
requires approval from a Bermuda court and the U.S. Bankruptcy
Court for the Southern District of New York.

The plan, if confirmed, would enable LBHI and affiliated debtors
to pay an estimated $65 billion to their creditors.  Under the
plan, LBHI's senior unsecured creditors which have an estimated
$83.724 billion in claims would recover 21.1% of their claims.
Meanwhile, general unsecured creditors, which have an estimated
$11.39 billion in claims, would recover 19.9% of their claims.

The hearing to consider confirmation of the plan is scheduled for
December 6, 2011, before Judge James Peck.

           U.S. Trustee, et al., Oppose Plan Confirmation

Meanwhile, the proposed plan drew flak from the U.S. Trustee, a
Justice Department agency overseeing bankruptcy cases, and more
than 20 Lehman creditors.

In court papers, the U.S. Trustee criticized the plan's provision
to pay the fees and expenses of professionals employed by members
of the Official Committee of Unsecured Creditors and by the
indenture trustees for debt holders.

The proposed plan provides for the payment of fees and expenses as
"administrative expense claims" without bankruptcy court order.

The U.S. Trustee said the payment of fees of members of the
Creditors Committee is not allowed under U.S. bankruptcy law.It
further said that the indenture trustees should be required to
file an application and show that they have made "substantial
contribution" to the bankruptcy case before any payment is made.

Aside from the proposed payment, the U.S. Trustee also criticized
another provision in the plan, which releases companies and
individuals from any liabilities to third parties.  This provision
also drew flak from government lawyer, Robert William Yalen, Esq.,
who argued that the proposed releases extend beyond the bankruptcy
court's jurisdiction and are not authorized by the Bankruptcy
Code.

Lehman also failed to win support from the liquidators of its
Australian arm, Lehman Brothers Australia Ltd.

The liquidators, Stephen Parbery and Marcus Ayres of PPB Advisory,
said they fear one aspect of the plan would lead to increased
claims against the Australian pool of assets.  Their concern
relates to structured finance products known as Dante notes bought
by Australian investors before LBHI filed for bankruptcy
protection, The Sydney Morning Herald reported.

The investors and a U.S.-based Lehman subsidiary have been
fighting for three years over $250 million in bank bills, the
collateral supporting the notes which is held in London.In July
the British Supreme Court ruled in favor of the investors,
according to the report.

Mr. Parbery said the investors were likely to claim the $250
million from Lehman Brothers Australia if the collateral was not
returned to them, which would reduce the returns available for
other local creditors.

Lehman Brothers Australia also holds some Dante notes itself and
is claiming a further $15 million in collateral for distribution
to its creditors, The Sydney Morning Herald reported.

Other Lehman creditors opposing the confirmation of the plan
include China Development Industrial Bank, Dotson Investments
Ltd., Bank of Montreal, U.S. Bank N.A., Giants Stadium LLC, BNY
Mellon Corporate Trustee Services Ltd., Fontainebleau Las Vegas,
LLC, the Texas Comptroller of Public Accounts, Asbury Atlantic,
Inc. and the liquidators of Lehman Brothers Finance AG.

The opposing creditors complained that the plan authorizes
disparate treatment of creditors of the same class, enjoins them
from prosecuting their claims in other proceedings, forces some
creditors to give up a portion of the value of their claims in
favor of other creditors, among other reasons.  Some of them do
not also agree with the assumption of their contracts with Lehman.

                  Lehman, SunCal Trustee Ink Deal

In another development, LBHI's commercial paper unit signed an
agreement with Alfred Siegel, who oversees the liquidating trust
created for creditors of LBREP/L-SunCal Master I LLC and
affiliates.

Under the deal, the parties agreed that their rights, benefits and
obligations under the 2006 First Lien Credit Agreement won't be
affected by the terms of the proposed plan or the court order
confirming the plan.

A full-text copy of the agreement is available without chargeat
http://bankrupt.com/misc/LBHI_StipSunCalTrustee.pdf

Meanwhile, LBHI filed with the bankruptcy court a list of
executory contracts that are no longer scheduled for assumption
and another list identifying another contract that it seeks to
assume.  Lists of these contracts are available without chargeat
http://bankrupt.com/misc/LBHI_ContractLists.pdf

                    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: Inks Plan Deals With Fannie Mae & Freddie Mac
--------------------------------------------------------------
Lehman Brothers Holdings Inc. entered into an agreement which
calls for the provisional allowance of claims of Fannie Mae and
Freddie Mac for purposes of voting on its Chapter 11 plan.

Under the deal, Fannie Mae's claim against LBHI will be
provisionally allowed as general unsecured claim in Class 7 in the
sum of $6 billion upon the effective date of the plan.  Meanwhile,
Freddie Mac's claim against the company will be provisionally
allowed as general unsecured claim in Class 7 in the sum of $868.6
million Another claim, designated as Claim No. 33568, asserted by
Freddie Mac against the company will also be provisionally allowed
as senior unsecured claim in Class 3 for $1,202,241,875, according
to the agreement.

A full-text copy of the agreement is available without charge
athttp://bankrupt.com/misc/LBHI_FannieMaedeal.pdf

                     LBHI, Trustee Ink Deal

Lehman Brothers Holdings Inc. has signed an agreement, which
calls for the provisional allowance of claim of the trustee
overseeing the liquidation of its brokerage arm.

Under the deal, the claim filed by the trustee against LBHI's
commercial paper unit will be provisionally allowed in Class 5C
in the sum of $550,375,083 for purposes of voting on the proposed
Chapter 11 plan.

A full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/LBHI_StipLBITrusteeVoting.pdf

                    Fontainebleau Drops Bid

Soneet Kapila, the Chapter 7 trustee for Fontainebleau Las Vegas
Holdings LLC and affiliates, withdrew his motion for temporary
allowance of his claims against Lehman Brothers Holdings Inc.

Following the filing of the motion, the trustee reportedly
received from Lehman solicitation packages and ballots which will
allow him to cast votes on the proposed Chapter 11 plan.

            IBRD $11.7MM Claim Temporarily Allowed

International Bank for Reconstruction and Development won a court
order temporarily allowing its claims against Lehman Brothers
Holdings Inc. and a subsidiary for the purpose of voting on their
proposed Chapter 11 plan.

IBRD asserts claims, each in the sum of more than $11.7 million,
against the company and Lehman Brothers Special Financing Inc.
The claims stemmed from the Lehman units' alleged failure to
fulfill their obligations under their agreement.

Earlier, the Lehman units denied any liability to IBRD and
proposed to disallow their claims.

Pursuant to a September 1 court order which approved the outline
of the proposed plan, any creditor that opposes the disallowance
of its claims is allowed to file a motion for temporary allowance
of its claims for voting purposes.

Another creditor, International Finance Corp., also obtained an
order temporarily allowing its claims against the Lehman units for
the purpose of voting to accept or reject the plan.

                    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: Barclays, SIPA Trustee File Cross-Appeal Briefs
----------------------------------------------------------------
Barclays Capital Inc. and James Giddens, the SIPA trustee for
Lehman Brothers Inc., both filed their initial briefs in their
cross-appeals of Judge Peck's February ruling, Bloomberg News
reported. Judge Peck awarded the trustee $2.05 billion from
Barclays on account of so-called margin assets.  The Lehman
brokerage trustee was ordered to pay Barclays more than $1.1
billion on account of so-called clearance-box assets, Bloomberg
related.

Bloomberg recalled that the lawsuit arose from Barclays's purchase
of Lehman's brokerage business one week after the Chapter 11
filing in September 2008.  Barclays and the Lehman trustee both
contend the other was entitled to nothing while the amount each
was awarded should have been more.

The appeal will be decided by Judge Richard J. Holwell of the U.S.
District Court for the Southern District of New York no earlier
than February, the report said.  Each side will file another set
of briefs on Dec. 23.  The last briefs are due Feb. 10.

Barclays's appeal and the trustee's cross-appeal both deal with
the contract for sale of Lehman's brokerage business.  Each says
Judge Peck erroneously interpreted the agreement.  To the extent
Judge Holwell believes the appeal is based on an argument that
Judge Peck made erroneous factual findings, overturning the
bankruptcy judge is difficult because findings of fact can't be
set aside unless they are "clearly erroneous," the report noted.

To sidestep the rigors of the "clearly erroneous" rule, the
warring factions are trying to convince Judge Holwell that Judge
Peck misinterpreted the contract where no testimony was necessary
to establish the facts, Bloomberg pointed out.  Similarly, they
argue Judge Peck committed a legal error, more easily overturned,
by employing incorrect rules for interpreting a contract,
Bloomberg said.

                    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: Wins Nod to Implement 2012 Incentive Program
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors sought
and obtained court approval to create a $12 million incentive plan
for employees working to unwind their derivatives business.

The Official Committee of Unsecured Creditors expressed its
support for the implementation of the incentive plan.

About 170 workers were hired this year to wind down the
derivatives business.  They are directly employed by LAMCO
Holdings LLC, the entity created to manage Lehman assets.

The employees participating under the proposed incentive plan are
tasked to review and reconcile claims remaining from the more
than 8,000 derivatives claims totaling more than $75 billion.

As of August 30, 2011, Lehman recovered about $1.4 billion in
cash from its derivatives assets, bringing the total amount of
cash recovered to more than $13.6 billion since its bankruptcy
filing.  Valuation of Lehman derivatives contracts has also been
substantially completed and 70% of the contracts with third-
parties are considered to be "final settled," according to court
filings.

Last year, Judge James Peck approved an incentive plan, which
offered a performance-based bonus pool of up to $15 million.
Payments made under the 2012 incentive plan will also be based on
the performance of the employees.

A table comparing the 2011 and 2012 incentive plans is available
for free at http://bankrupt.com/misc/LBHI_2012IncentivePlan.pdf

Lehman also proposed to change certain aspects of the court-
approved retention and recruitment program, including the
criteria for the payment of contractual bonus to employees
involved in the derivatives business.

                    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)


LEVEL 3: Incurs $207 Million Net Loss in Third Quarter
------------------------------------------------------
Level 3 Communications, Inc., reported a net loss of $207 million
on $947 million of revenue for the three months ended Sept. 30,
2011, compared with a net loss of $163 million on $912 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$9.25 billion in total assets, $9.77 billion in total liabilities,
and a $523 million stockholders' deficit.

"With the continued strength in the demand for our services, Level
3 delivered another quarter of solid sequential growth in Core
Network Services revenue," said James Q. Crowe, CEO of Level 3.
"With the closing of the Global Crossing acquisition in October,
we see even more opportunities as we provide existing and
potential customers a broader portfolio of services in more
markets."

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

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVEL 3: S&P Assigns 'B+' Rating to $550MM Sr. Secured Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services is assigning its 'B+' issue-
level rating and '1' recovery rating to Broomfield, Colo.-based
Level 3 Communications Inc. (Level 3) subsidiary Level 3 Financing
Inc.'s proposed $550 million senior secured tranche B-3 term loan
due 2018. "The '1' recovery reflects our expectation of very high
(90% to 100%) recovery of principal in event of a default," S&P
stated.

"At the same time, we affirmed the 'CCC' issue-level rating on
unsecured debt at Level 3 Financing Inc. and removed that rating
from CreditWatch Positive. That CreditWatch had indicated the
potential for improved recovery expectations for the unsecured
debt as a result of the $3 billion acquisition of Global Crossing
Ltd., which was completed in October 2011. However, with the
increase in total secured debt as a result of the proposed term
loan, the '6' recovery rating on the unsecured debt does not
currently have the potential to improve," S&P stated.

"We expect Level 3 to use the bulk of the net proceeds from the
new $550 million term loan for debt refinancing. Other ratings on
Level 3 Communications Inc., including the 'B-' corporate credit
rating and the positive outlook, are not affected by the new $550
million term loan. (For the complete corporate credit rating
rationale, see the full analysis on Level 3, published Sept. 30,
2011, on RatingsDirect on the Global Credit Portal)," S&P said

"The ratings on Level 3 incorporate our view of the company's
business risk profile as weak, albeit improved from our assessment
of a vulnerable business risk profile prior to the acquisition of
Global Crossing. Ratings also reflect our opinion that, while
leverage does improve as a result of the Global Crossing
transaction, Level 3's financial risk profile remains remain
highly leveraged," S&P stated.

Level 3 is a provider of voice, data, and other transport services
on its global communications and Internet backbone. The addition
of the Global Crossing assets expands that footprint, improving
the ability to provide end-to-end transport of data and voice on
its combined network and offering the opportunity to cross-sell
Level 3 and Global Crossing products.

The positive outlook notes that if Level 3 is on track to realize
the bulk of what it expects to be around $300 million in annual
operating synergies from the Global Crossing transaction, adjusted
debt leverage could improve to the 5x area, a metric which would
be supportive of a one-notch upgrade.

Ratings List

Level 3 Communications Inc.
Corporate Credit Rating    B-/Positive/--

New Ratings

Level 3 Financing Inc.
Senior Secured
  Tranche loan B-3 term
  loan due 2018             B+
   Recovery Rating          1

Rating Affirmed And Off CreditWatch
                            To            From
Level 3 Financing Inc.
  Senior Unsecured          CCC           CCC/Watch Pos
   Recovery Rating          6             6


LEVI STRAUSS: Robert Hanson to Resign as EVP and President
----------------------------------------------------------
Robert Hanson, executive vice president and president, Global
Levi's Brand, of Levi Strauss & Co., will resign from the Company
effective Nov. 27, 2011, pursuant to a Separation Agreement and
Release of all Claims signed on Oct. 31, 2011.

Under the agreement, in exchange for certain releases of claims
and compliance with certain restrictive covenants, Mr. Hanson is
eligible to receive an amount equal to $2,289,000, which will be
payable in installments over 18 months, and a lump sum payment of
$600,000 to be paid 30 days after his effective date of
resignation.  In addition, the Company will pay the portion of the
premiums of his medical continuation coverage that the Company
would pay for an active employee for a period of up to 18 months.
Mr. Hanson is not eligible to receive any amounts under the
Company's Annual Incentive Plan for fiscal year 2011.  This
agreement supersedes any other potential separation benefits from
the Company, including, but not limited to, any rights under the
Company's Executive Severance Plan.

Chip Bergh, president and chief executive officer, will assume
responsibilities for the role until a successor is selected.

                     About Levi Strauss & Co.

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

The Company reported net income of $149.44 million on
$4.33 billion of net sales for the year ended Nov. 28, 2010,
compared with net income of $150.71 million on $4.02 billion of
net sales for the year ended Nov. 29, 2009.

The Company's balance sheet at Aug. 28, 2011, showed $3.28 billion
in total assets, $3.38 billion in total liabilities and $10.72
million in temporary equity, and a $106.73 million total
stockholders' deficit.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'B+' issuer default rating from Fitch Ratings.

As reported by the TCR on March 24, 2011, Fitch Ratings downgraded
its Issuer Default Rating on Levi Strauss & Co. to 'B+' from
'BB-'.  The downgrade of the IDR reflects Levi's soft operating
trends and margin compression, continued high financial leverage,
and Fitch's expectation that Levi's financial profile will not
show meaningful improvement in the next one to two years.


LIBBEY INC: Signs New Executive Employment Agreements
------------------------------------------------------
Libbey Inc. entered into new executive employment agreements with
certain officers, including the following named executive
officers: Daniel P. Ibele, Richard I. Reynolds and Roberto B.
Rubio.  As previously disclosed, the Employment Agreements replace
each officer's employment agreement that will expire on Dec. 31,
2011.  Each Agreement is effective as of Jan. 1, 2012, and
continues until Dec. 31, 2012, and will be extended for successive
one-year periods unless either party gives notice of non-renewal
by September 30 of the then-current term.

The Employment Agreements provide for the payment of an annual
base salary, eligibility for an annual cash incentive under the
Company's Senior Management Incentive Plan based on actual
performance, eligibility for long-term incentive awards under the
Company's long-term incentive plan, and participation in other
benefit programs generally available to other officers or salaried
employees, including, but not limited to, the Libbey Inc.
Retirement Savings Plan, the Libbey Inc.  Executive Deferred
Compensation Plan, and financial planning and tax services capped
annually at $20,000 and $15,000, respectively.  Under the
Agreements, the annual base salaries for the Named Executive
Officers are as follows: Mr. Ibele, $312,000, Mr. Reynolds,
$464,136, and Mr. Rubio, $444,168.

The Employment Agreements provide that in the event of death or
disability, in addition to any accrued compensation payable at the
date of termination, the officers will receive an annual incentive
pro rated at target through the date of termination, long-term
incentive compensation pro rated at target through the date of
termination and pro rata vesting of stock options and restricted
stock units.

The Employment Agreements provide that upon a termination by the
Company without Cause or by an officer for Good Reason, in
addition to any accrued compensation payable at the date of
termination, the officer will receive:

   (i) severance in an amount equal to the greater of (A) one
       times base salary plus target bonus or (B) the amount of
       severance such officer would be entitled to under the
       Company's severance policy;

  (ii) pro rata annual incentive for the year of termination based
       on actual performance;

(iii) pro rata long term incentive compensation based on actual
       performance;

  (iv) accelerated vesting of any time-vested equity awards that
       would have otherwise vested within one year of the date of
       termination;

   (v) continuation of medical and life insurance benefits for 12
       months after termination or until that officer receives
       medical or life insurance coverage through a future
       employer, if earlier than 12 months; and

  (vi) executive level outplacement services paid by the Company.

The Employment Agreements do not provide for any separation pay
upon voluntary resignation or retirement.

Any benefits payable under an Employment Agreement after
termination will be conditioned on the officer executing a release
of claims against the Company.

The Employment Agreements provide for perpetual confidentiality
and non-disparagement provisions post-termination and provide for
covenants against competition with the Company and solicitation of
the Company's employees and customers for 12 months following
termination.

                        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.

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.

                           *     *     *

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.


LITTON LOAN: Moody's Withdraws SQ Ratings
-----------------------------------------
Moody's Investors Service has downgraded Litton Loan Servicing
LP's ("Litton") servicer quality (SQ) ratings:

To SQ3 from SQ2+ as Primary Servicer of subprime residential
mortgage loans

To SQ3 from SQ2+ as a Special Servicer of residential mortgage
loans

To SQ3+ from SQ2+ as Primary Servicer of 2nd lien residential
mortgage loans

Moody's also has removed all of the company's SQ ratings from
review for downgrade and has withdrawn the ratings.

The downgrade is driven by deterioration in Litton's collections
and loss mitigation performance relative to peers, as well as the
change in the company's ownership to a fundamentally weaker
corporate parent and the significant downsizing of its servicing
operations.

As part of this rating action, Moody's lowered the collections
assessments for all of Litton's SQ ratings to average from above
average, and the loss mitigation assessment for the 2nd lien loans
SQ rating to above average from strong. Moody's also lowered the
servicer stability assessment for all of the company's SQ ratings
to below average from average.

Moody's has removed all of the SQ ratings from review for
downgrade and has withdrawn the ratings because the company has
been re-organized and, beginning November 1, 2011, performs only
limited functions of a Primary Servicer.

In a transaction that closed on September 1, 2011, Ocwen Financial
Corp. (B1) acquired the loans and servicing platform of Litton
Loan Servicing LP from The Goldman Sachs Group, Inc. (A1, negative
outlook). Litton operates as a wholly-owned subsidiary of Ocwen
Financial.

The previous rating action for Litton's SQ ratings occurred on
March 28, 2011. At that time, Moody's placed an additional review
for downgrade on the company's SQ2+ ratings as Primary Servicer of
subprime residential mortgage loans, Primary Servicer of 2nd lien
residential mortgage loans and as a Special Servicer of
residential loans due to the announcement that Goldman Sachs was
seeking a potential sale of Litton. Moody's also lowered the
servicer stability assessment for these ratings to below average
from average.

Moody's SQ ratings represent its view of a servicer's ability to
prevent or mitigate asset pool losses across changing markets. The
rating scale ranges from SQ1 (strong) to SQ5 (weak). Where
appropriate, a "+" or "-" modifier will be appended to the
relevant rating to indicate a servicer's relative servicing
quality within a particular category. Moody's servicer ratings are
differentiated in the marketplace by focusing on performance
measurement. SQ ratings for U.S. residential mortgage servicers
incorporate assessments of delinquency transition rates,
foreclosure timeline management, loan cure rates, recoveries, loan
resolution outcomes, and REO management - all critical indicators
of a servicer's ability to maximize returns from mortgage
portfolios.

Moody's servicer ratings also consider the company's ability to
maintain its focus on high quality servicing in an economic
downturn. Servicing operations can be stressed by the increasing
number of delinquent loans while at the same time increasing the
need for liquidity. The SQ rating reflects Moody's expectation of
the impact that the servicing will have on the on-going credit
performance of the portfolio. For this reason, Moody's monitors SQ
ratings based on periodic information provided by servicers and
conducts a formal re-evaluation of its servicer ratings annually.


LOS ANGELES DODGERS: Deal Has Separate Sale of Team, Media Rights
-----------------------------------------------------------------
Matthew Futterman, writing for The Wall Street Journal, reports
that Major League Baseball and Los Angeles Dodgers owner Frank
McCourt have agreed to a unique structure for the auction of the
club.  People familiar with the talks told the Journal that under
a deal hammered out during two weeks of intense negotiations last
month, MLB won't oppose Mr. McCourt and his advisers' efforts to
solicit separate bids for the team and the future media rights to
its games.  The sources said the structure of the auction was the
biggest of several concession MLB made to get Mr. McCourt to agree
to sell the Dodgers. They were designed to allow Mr. McCourt to
reap as much money as possible from the sale of the team.  The
auction is expected to fetch offers of more than $1 billion for
the team and its related assets.

The Journal says the parties are expected to submit a plan in
bankruptcy court in the coming days.

WSJ also notes the auction's structure will allow bidders for the
team to negotiate a future media-rights deal with a potential
partner while they figure out how much they want to pay for the
franchise.  People familiar with the strategy told WSJ the more a
bidder knows about his future revenues, the more comfortable he
will be raising his bid.

The Journal reports News Corp.'s Fox unit is likely to object.
Fox's Prime Ticket regional sports network owns the local-media
rights to the Dodgers through 2013.  Fox executives said Prime
Ticket holds the exclusive right through November 2012 to
negotiate a new local-media deal with the team.

WSJ notes the Dodgers' local-media rights are its most valuable
asset. The Dodgers now get roughly $37 million a year from the
deal with Prime Ticket. Earlier this year, Fox offered Mr. McCourt
a 17-year extension of their deal, valued at $2.7 billion. The
offer, which MLB vetoed, included a 35% stake in Prime Ticket.

According to the Journal, the people familiar with last week's
settlement said MLB has agreed not to oppose Blackstone Group's
auction of the future media rights, even if Fox does.  That could
cause a rift between MLB and its most important partner.

Fox pays MLB about $600 million a year for national and local
media rights and, in recent days, the two parties have been
discussing the sale of the team and the form of the auction,
according to the Journal.

WSJ further relates the settlement would allow Mr. McCourt to
maintain a stake in the parking lots at Dodger Stadium in Los
Angeles that are leased to the team for use on game days.

The Dodgers is carrying about $500 million in debt, a person
familiar with the team's finances told the Journal, and owes MLB
another $150 million in bankruptcy financing.  Once the sale is
complete, the Journal says Mr. McCourt could owe as much as $150
million in capital gains taxes on the franchise, which he bought
for $421 million in 2004.  Finally, he is obligated to pay his
estranged wife $131 million before May 1 under the couple's
divorce settlement.

                  About Los Angeles Dodgers

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

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

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

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

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

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

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

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

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


LUTHERAN HOMES: S&P Cuts Rating on Series 2010 Bonds to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on Lucas County, Ohio's series 2010 revenue
refunding and improvement bonds issued for Lutheran Homes
Society (LHS). The outlook is stable.

"The rating action reflects our view of operating losses in fiscal
2010 and fiscal 2011 to date that have resulted in negative excess
margins and that were below budgeted expectations," said Standard
& Poor's credit analyst Avanti Paul.

The 'BB+' rating further reflects S&P's view of:

    Occupancy challenges at two of LHS' facilities;

    A recent 11.1% federal reimbursement cut and proposed 5.8%
    state Medicaid cuts that will significantly pressure LHS'
    revenues because it has a high concentration of governmental
    payers;

    Operating losses year-to-date that are below budgeted
    expectations as well as contributions that are below
    historical levels;

    Two balloon payments in the system debt service schedule, in
    2012 and 2020, although management is refinancing the debt
    associated with the first balloon payment.

"The stable outlook reflects our anticipation that cash levels
will remain sufficient for the 'BB+' rating and provide some
flexibility for the upcoming governmental reimbursement cuts and
potential continued operating losses," S&P said.


LYONDELLBASELL: Moody's Upgrades Corp. Family Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service upgraded LyondellBasell Industries
N.V.'s (LYB) Corporate Family Rating (CFR) to Ba1 from Ba2. This
action reflects the results of the early debt tender offer and
consent solicitation for its outstanding secured notes and the
subsequent amendment to its indentures. Additionally, Moody's
assigned a Ba2 rating to $1 billion of new senior unsecured notes
due 2021 issued by LyondellBasell Industries N.V., lowered the
rating on the remaining 8% guaranteed senior unsecured notes
(formerly secured first lien notes) to Ba2 from Ba1, upgraded the
remaining 11% guaranteed senior unsecured notes (formerly secured
third lien notes) to Ba2 from Ba3, withdrew the Ba1 rating on its
secured term loan and affirmed the SGL1Speculative Grade Liquidity
Rating. The rating outlook is stable.

"The tender offer and consent solicitation has reduced debt by
$1.8 billion and removed the security from all of LyondellBasell's
outstanding notes," stated John Rogers Senior Vice President at
Moody's. "However, the company will also pay a $2.6 billion
special dividend to its shareholders in the near future."

RATINGS RATIONALE

LyondellBasell's Ba1 CFR reflects its conservative capital
structure and solid liquidity offset by a limited operating
history post-bankruptcy, as well as concerns about its corporate
governance. The governance concerns arise because of the large
equity ownership (nearly 30%) by an affiliate of Apollo Management
and its leadership role on the supervisory board of LYB.
Additionally Access Industries holds a 16% equity stake and has
appointed two board members. Together Apollo and Access have
appointed 5 of the 11 supervisory board members. Given the large
percentage of equity held by these two firms, Moody's would like
to see a longer operating history, post bankruptcy prior to
considering a move to investment grade, especially given the
planned $2.6 billion special dividend.

Furthermore, the Ba1 CFR considers the company's large size,
operational diversity, significant vertical integration, leading
market positions in key commodities, and a management team with a
track record of conservative fiscal stewardship in the
petrochemical industry should provide upside to the rating over
time. Management has stated that it is seeking to achieve an
investment grade rating over time.

The stable outlook assumes that management will continue to
maintain a conservative balance sheet. A positive rating move
could be considered should the representation of its two largest
shareholders fall below 40% and an independent board member
becomes chairman. A potential upgrade assumes that management
policies and industry conditions remain supportive of the higher
rating and that management successfully continues their
restructuring initiatives.

LYB's SGL-1 rating reflects the expectation that management will
maintain at least $3 billion of available liquidity through a
combination of elevated cash balances of at least $1 billion and
substantial availability under its $2 billion ABL revolver, which
expires in 2014. The ABL has no covenants unless availability
falls below $250 million.

Ratings upgraded:

LyondellBasell Industries N.V. (Guarantor of the rated debt)

   -- Corporate Family Rating to Ba1 from Ba2

   -- Probability of Default Rating to Ba1 from Ba2

LyondellBasell Industries N.V.

   -- Guaranteed Senior Unsecured 11% notes to Ba2(LGD 4/68%) from
      Ba3(LGD 4/66%)

Ratings downgraded

LyondellBasell Industries N.V.

   -- Guaranteed Senior Unsecured 8% notes to Ba2(LGD 4/68%) from
      Ba1(LGD 3/35%)

Ratings assigned

LyondellBasell Industries N.V.

   -- Guaranteed Senior Unsecured notes due 2021 at Ba2(LGD 4/68%)

Ratings withdrawn

   -- Guaranteed Senior Secured term loan

Ratings affirmed:

LyondellBasell Industries N.V.

   -- Speculative Grade Liquidity Rating at SGL-1

The principal methodologies used in rating LyondellBasell was
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.

LyondellBasell Industries N.V. is one of the world's largest
independent petrochemicals companies. LYB is a leading
manufacturer of olefins, polyolefins, propylene oxide and related
derivatives; it also has a large global licensing and catalyst
business (primarily related to polyolefins production
technologies). LYB also has two refineries with a total capacity
of over 370 thousand barrels per day. LYB had revenues of roughly
$50 billion for the last four quarters ending September 30, 2011.


LYONDELLBASELL INDUSTRIES: S&P Lifts Corp. Credit Rating to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on LyondellBasell Industries N.V. (LyondellBasell) to 'BB+'
from 'BB-'. The outlook is stable. "Based on the corporate credit
rating upgrade and our updated recovery analysis, we affirmed the
'BB+' rating on the company's formerly first-lien notes and raised
the rating on the formerly third-lien notes to 'BB+' (the
same as the corporate credit rating). Both issues now have a
recovery rating of '3', indicating our expectation for a
meaningful (50% to 70%) recovery in the event of a payment
default," S&P stated.

"At the same time, we have removed all the existing ratings from
CreditWatch, where we had placed them with various implications on
Oct. 21, 2011, when the company announced its plans to reduce debt
and pay a special dividend," S&P said.

"We also assigned a senior unsecured debt rating of 'BB+' and a
recovery rating of '3' to LyondellBasell's proposed offering of $1
billion of senior unsecured notes due 2021," S&P related.

"The two-notch upgrade of the corporate credit rating to 'BB+'
acknowledges LyondellBasell's strong operating performance and
cash generation since emerging from bankruptcy on April 30, 2010,
and substantial debt reduction totaling $3.3 billion if the
proposed debt offering and special dividend close as currently
contemplated," said Standard & Poor's credit analyst Cynthia
Werneth. "Pro forma for the transactions, total adjusted debt will
be about $6 billion. We adjust debt to include about $2 billion of
adjustments for capitalized operating leases, as well as tax-
effected unfunded postretirement, asset retirement, and
environmental obligations."

"Pro forma funds from operations (FFO) to total adjusted debt will
be about 75%. However, we expect this ratio to trend downward in
coming quarters because of lower pricing in some product
categories, seasonal demand declines, and a weakening global
economy. At the 'BB+' corporate credit rating, we expect
LyondellBasell's FFO to debt ratio to average above 35% over an
industry cycle," S&P related.

The upgrade follows subsidiary Lyondell Chemical Co.'s successful
tender for approximately $2.8 billion of its outstanding first-
and third-lien notes using cash on hand. The notes, which have a
remaining aggregate balance of approximately $2.7 billion, are now
unsecured.

The ratings on Netherlands-based LyondellBasell reflect the
company's fair business risk profile and intermediate financial
risk profile. It's a leading global petrochemical producer, with
2010 sales of more than $40 billion. The majority of its products
are cyclical commodities such as ethylene, propylene, and their
derivatives, including various plastic resins used to manufacture
a wide variety of durable goods and consumer products. In
addition, the company produces automotive and other fuels at two
refineries in the U.S. and France. The company has announced plans
to close the French refinery.

Commodity chemicals show high sensitivity to global GDP growth,
supply and demand imbalances, and raw material price movements.
Despite significant capital intensity, the industry has relatively
low barriers to entry for many product lines, which creates a high
degree of competition and weak pricing flexibility during periods
of excess supply. Business strengths that somewhat counterbalance
these risks include LyondellBasell's large scale of operations,
management's focus on operational excellence and cost reduction,
and a portfolio of differentiated products (including advanced
polyolefins, propylene oxide and derivatives, and catalysts),
which are more profitable and stable than its commodity product
lines.

In late 2008, a sharp rise in raw material costs and working
capital requirements, plummeting demand, and very high debt
leverage drove LyondellBasell's predecessor company into
bankruptcy. It emerged on April 30, 2010, with a more-prudent
capital structure, a better cost structure, and lower
environmental and other liabilities. Since then, improved global
economic conditions, a better-than-expected supply and demand
balance, and the restoration of trade credit have allowed
LyondellBasell to generate strong operating earnings and cash
flow. "In addition, the discovery and development of large shale
gas reserves in the U.S. have resulted in low feedstock costs
for U.S. producers (including LyondellBasell, whose biggest market
is the U.S.), which we believe will persist for the foreseeable
future. Consequently, U.S. producers have a more-advantageous
global cost position than before. The profitability of
LyondellBasell's higher-cost European operations has been
better than we expected due to continuing cost reductions,
favorable pricing for co-products generated through naphtha
cracking, emphasis on differentiated products, and feedstocks and
commissions from its Middle East joint ventures," S&P said.

"We expect the company to remediate a material control weakness
related to the accounting for income taxes under fresh start
accounting, and we regard ongoing litigation and regulatory
matters as modest risk factors. We expect EBITDA margins to
average in the high-single-digit percentage area, with pretax
return on capital averaging in the upper-teen percentage area,"
S&P related.

In addition to the planned debt reduction and special dividend,
LyondellBasell plans to contribute $250 million to its pension
plans (bringing 2011 contributions to about $470 million). "The
company recently doubled its quarterly dividend, and we also
expect it to periodically assess and potentially increase it
somewhat," S&P said.

The maintenance of substantial liquidity to cushion against
industry cyclicality is an important rating consideration.
"Immediately following the proposed transactions, we expect cash
and committed, unused credit lines to total about $3 billion, and
for liquidity to remain at or above this level. We expect
management to focus primarily on improving the profitability of
existing operations in coming quarters. However, if operating and
leverage measures remain strong, we expect management and the
board to consider other uses of cash, including strategic
investments and potentially additional shareholder rewards," S&P
related.

The outlook is stable. "Despite industry cyclicality and a subdued
economic outlook, we expect LyondellBasell to maintain ratios
appropriate for the ratings, including FFO to total adjusted debt
ratio averaging above 35%," Ms. Werneth continued. "We believe
this ratio would be in this range even if revenues dropped by
close to 30% in 2012 and if EBITDA margins declined to 8.5% from
above 10% currently. As a result, we currently view a downgrade
based purely on business fundamentals as unlikely. In order to
upgrade the company to investment grade, we would have to be
satisfied with the effectiveness of the its corporate governance
and be convinced that its long-term business strategy and
financial policies are consistent with a higher rating."


MAGNOLIA SHELL: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Magnolia Shell Truck Stop, Inc.
        17141 Eastex Freeway
        Channelview, TX 77095

Bankruptcy Case No.: 11-39428

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Samuel L. Milledge, Esq.
                  MILLEDGE LAW FIRM, P.C.
                  10333 Northwest Freeway, Suite 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418
                  E-mail: milledge@milledgelawfirm.com

Scheduled Assets: $2,700,000

Scheduled Debts: $3,459,109

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-39428.pdf

The petition was signed by Shakeel Uddin, president.


MAJESTIC CAPITAL: Wants Plan Filing Exclusivity Until Nov. 18
----------------------------------------------------------------
Majestic Capital, Ltd., and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the exclusive period for filing and soliciting acceptance for
their liquidating plan through and including Nov. 18, 2011, and
Jan. 18, 2012, respectively.

The Debtors relate that they require a brief additional extension
in order to consider the Official Committee of Unsecured
Creditors' concerns relating to the plan, as well as issued raised
by the Court at a recent omnibus hearing.

                     About Majestic Capital

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MARY A II: Court Denies Dismissal; Plan Hearing Set for Dec. 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida has
denied the amended motion filed by Spur Ranch Enterprises, LLC, to
dismiss the Chapter 11 case of The Mary A II, LLC, contingent upon
the Debtor's ability to prove feasibility of its Plan.

The Bankruptcy Court also denied the motion of Spur Ranch to
appoint a trustee or excuse the receiver from compliance with 11
U.S.C. Section 543.  The receiver will remain in place until the
confirmation hearing and the Court's determination of the Plan's
feasibility.

The Court set a confirmation hearing for Dec. 20, 2011, at 9:00
a.m.

As reported in the TCR on Sept. 23, 2011, Spur Ranch asked the
Bankruptcy Court for the Northern District of Florida to excuse
the state-court appointed receiver from the turnover requirements
under Section 543 of the Bankruptcy Code until the time as a
decision is made on its motion to dismiss the Debtor's Chapter 11
case.

Spur Ranch is the owner and holder of a loan made by Federal Trust
Bank to the Debtor in the original principal amount of $6,650,000.
As security for the loan, the Debtor pledge certain real and
personal property as described in that certain Mortgage and
Security Agreement dated Aug. 17, 2004.  Currently, Spur Ranch is
owed approximately $8 million.

Spur Ranch relates that the Debtor breached the terms of the loan
documents by failing to make the payments due on July 17, 2009,
and each and every payment due thereafter.  The Debtor's default
resulted in the filing of an action to foreclose the mortgage on
the property and to collect on a guaranty provided by the Debtor's
principal, James Rudnick.  The action is pending in the Circuit
Court for with Eighteenth Judicial Circuit in and for Brevard
County, Florida.

On June 7, 2011, the state court appointed John Kurtz as receiver
over the property based, in part, on the Debtor's failure to
maintain the property and maintain compliance with the standards
required.

Spur Ranch asserts that the receiver must be excused from
compliance because the interest of the Debtor's creditors would
best be served by allowing the receiver to remain in possession.

Alternatively, Spur Ranch also requests that a Chapter 11 trustee
be appointed in the Debtor's case because the Debtor, among other
things:

   -- has mismanaged its affairs resulting in harm to the property
   that the receiver has spent the last three months correcting;

   -- failed to maintain complete and accurate records and to
   cooperate with the receiver in identifying the Debtor's assets;
   and

   -- has no realistic possibility of an effective reorganization.

As reported in the TCR on Sept. 14, 2011, Spur Ranch asked the
Bankruptcy Court to dismiss the Debtor's Chapter 11 case for bad
faith and pursuant to Section 1112(b)(1) of the Bankruptcy Code.

Lori V. Vaughan, Esq., at Trenam, Kemker, Scharf, Barkin, Frye,
O'neill & Mullis, P.A., in Tampa, Florida -- lvaughan@trenam.com -
- contends that the bankruptcy case should be dismissed
as a litigation tactic and attempt to avoid the legitimate
Foreclosure Action of Spur Ranch.  She argues that the Debtor
filed the bankruptcy case hours before a summary judgment hearing
where it had little to no defense and months after a receiver was
appointed over its property by reason of its failure to adequately
maintain and remedy serious problems on the Property.

Even more telling, Ms. Vaughan asserts, the Debtor waited nearly
three months after a receiver was appointed and only after the
receiver took the actions that the Debtor was either unwilling or
unable to take to bring the property into compliance.  Hence, she
points out, the Debtor's actions demonstrate its bad faith in the
filing of this case and form the basis for the Court to dismiss
the case.

                         About Mary A II

Tallahassee, Florida-based The Mary A II, LLC, is the owner of
real property located in Brevard County, Florida, which was
originally acquired in 2004 and was placed in a conservation
easement.  Ultimately, the Property became a wetlands mitigation
bank, which sells credits to developers or other entities that
need to impact wetlands.  The Company holds the right to sell
approximately 937.69 mitigation credits approved and permitted by
the St. Johns River Water Management District and 847.92
mitigation credits approved and permitted by the U.S. Army Corps
of Engineers.  The Company said it is in negotiations for the sale
of certain credits that could realize in excess of $5 million.

Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case
No. 11-40693) on Aug. 29, 2011.  Brian G. Rich, Esq., at Berger
Singerman PA, serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $26,083,816 in assets and $7,380,600 in debts.
The petition was signed by James M. Rudnick, managing member.

The Mary A II, LLC, filed with the Bankruptcy Court a plan of
reorganization and accompanying disclosure statement on Aug. 29,
2011.


MARY A II: Court OKs Berger Singerman as Chapter 11 Counsel
-----------------------------------------------------------
The Mary A II, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Florida to employ
Brian G. Rich, Esq., and his law firm, Berger Singerman, P.A., as
counsel to the Debtor, nunc pro tunc to the Petition Date.

As counsel, Berger Singerman will:

   -- advise the Debtor with respect to its responsibilities in
      complying with the U.S. Trustee's guidelines and with the
      rules of the Court;

   -- prepare motions, pleadings, orders, applications, adversary
      proceedings and other legal documents necessary in the
      administration of the bankruptcy case;

   -- protect the interests of the Debtor in all matters pending
      before the Court; and

   -- represent the Debtor in negotiations with their creditors
      and in the preparation of a plan of reorganization.

Berger Singerman received a $50,000 prepetition retainer from the
Debtor, which was deposited into the Firm's trust account.  Berger
Singerman applied $25,000 from the Retainer toward payment in full
of certain prepetition fees and expenses.  Berger Singerman will
hold the remainder of the Retainer as security for the fees and
costs that may be awarded to it by the Court in the case.

The Debtor will pay Berger Singerman for its services based on its
current hourly rates, which range from $225 to $625 for attorneys.
Mr. Rich's current hourly rate is $465.  The current hourly rates
for the legal assistants and paralegals range from $75 to $195.

Mr. Rich, a shareholder at Berger Singerman, discloses that a
search of the Firm's conflicts check system revealed these
matters, none of which impairs his or the Firm's disinterestedness
or constitutes any conflict of interest:

   (a) James M. Rudnick, the managing member of the Debtor, is
       also the managing member of Milan Condominium Developers,
       LLC.  Berger Singerman represents Milan in a matter that
       is wholly unrelated to the Debtor's case; and

   (b) There are numerous creditors of the Debtor, which have
       been creditors of, or adverse to, other entities
       represented by Berger Singerman in cases and matters
       wholly unrelated to the case.  These creditors include
       Federal Trust Bank, Internal Revenue Service and Brevard
       County Tax Collector.

Mr. Rich attests that Berger Singerman neither holds nor
represents any interest adverse to the Debtor and is a
"disinterested person" within the scope and meaning of Section
101(14) of the Bankruptcy Code.

                         About Mary A II

Tallahassee, Florida-based The Mary A II LLC is the owner of real
property located in Brevard County, Florida, which was originally
acquired in 2004 and was placed in a conservation easement.
Ultimately, the Property became a wetlands mitigation bank, which
sells credits to developers or other entities that need to impact
wetlands.  The Company holds the right to sell approximately
937.69 mitigation credits approved and permitted by the St. Johns
River Water Management District and 847.92 mitigation credits
approved and permitted by the U.S. Army Corps of Engineers.  The
Company said it is in negotiations for the sale of certain credits
that could realize in excess of $5 million.

The U.S. Trustee appointed a 6-member creditors' panel to the
company.

Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case
No. 11-40693) on Aug. 29, 2011.  Brian G. Rich, Esq., at Berger
Singerman PA, serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $26,083,816 in assets and $7,380,600 in debts.
The petition was signed by James M. Rudnick, managing member.


MAUI LAND: Incurs $1.3 Million Net Loss in Third Quarter
--------------------------------------------------------
Maui Land & Pineapple Company, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $1.34 million on $3.37 million of
total operating revenues for the three months ended Sept. 30,
2011, compared with net income of $20.02 million on $3.85 million
of total operating revenues for the same period during the prior
year.

The Company also reported net income of $8.62 million on
$11.03 million of total operating revenues for the nine months
ended Sept. 30, 2011, compared with net income of $12.73 million
on $13.13 million of total operating revenues for the same period
a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$66.41 million in total assets, $82.56 million in total
liabilities and a $16.15 million stockholders' deficiency.

"As demonstrated by our year-to-date results for 2011 compared to
last year, we are pleased with the improvements in our ongoing
operations.  This shows that our new simplified operating model is
showing the desired benefits that we hoped to achieve," said Tim
Esaki, Chief Financial Officer.

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

                        http://is.gd/aCSRUs

                 About Maui Land & Pineapple Company

Maui Land & Pineapple Company, Inc. (NYSE: MLP)
-- http://mauiland.com/-- develops, sells, and manages
residential, resort, commercial, and industrial real estate.  The
Company owns approximately 23,000 acres of land on Maui and
operates retail, utility operations, and a nature preserve at the
Kapalua Resort.  The Company's principal subsidiary is Kapalua
Land Company, Ltd., the operator and developer of Kapalua Resort,
a master-planned community in West Maui.

As reported in the TCR on March 17, 2011, Deloitte & Touche LLP,
in Honolulu, Hawaii, expressed substantial doubt about Maui Land &
Pineapple's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that of
the Company's recurring negative cash flows from operations and
deficiency in stockholders' equity.


MCDONALD BROTHERS: Can Access BB&T Cash Collateral Until Dec. 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina authorized McDonald Brothers, Inc., to use cash
collateral, in which Branch Banking and Trust Company asserts an
interest, on an interim basis and for the period through and
including Dec. 8, 2011, for the purposes and subject to the sub-
limits as set forth in a budget for the period, not to exceed 110%
on a line-item cumulative basis, pending further orders of the
Court after notice and hearing.

BB&T has consented to the continued use of cash collateral in
accordance with the budget and subject to the provisions of the
prior orders, including but not limited to the right to seek an
expedited hearing as provided therein.

A further hearing (which may be a final hearing) on the motion for
authority to use cash collateral will be held at 10:00 a.m. on
Dec. 8, 2011.

As reported in the TCR on Sept. 6, 2011, the Debtor entered into a
prepetition loan agreement with Branch Banking and Trust Company,
which provides for (i) a term loan in the principal amount of
$4,606,909, and (ii) a revolving line of credit in the maximum
amount of $3,000,000.  The Loans are secured by a first priority
security interest in all of the Debtor's existing and after-
acquired accounts and inventory, liens against real property,
including any income, rents and profits generated by the property,
and security interests or liens against certain property owned by
McDonald Family Farms, LLC, Angus A. McDonald, Jr., and his
mother, Virginia C. L. McDonald.

As of the Petition Date, the outstanding principal, interest and
fees owed under the Term Loan and the Revolver Loan totaled
approximately $4,434,000 and $2,446,600, respectively.

                     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.  In its schedules, the
Debtor disclosed $10,540,708 in assets and $10,138,358 in
liabilities.


MEDIA GENERAL: Stephen Dickinson to Resign as VP and CAO
--------------------------------------------------------
Stephen Y. Dickinson (Vice President and Chief Accounting Officer)
announced his retirement effective Dec. 31, 2011.  Mr. Dickinson
will continue to serve the Company in a consulting capacity in
early 2012 in order to facilitate its senior leadership
transition.

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

As reported by the Troubled Company Reporter on October 5, 2011,
Moody's Investors Service downgraded Media General, Inc.'s (Media
General) Corporate Family Rating (CFR) and senior secured bond
rating to B3 from B2, and lowered the company's speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating actions reflect
the liquidity pressure from the approaching March 2013 credit
facility maturity and heightened risk of a covenant violation, as
well as the operating pressure from a weaker advertising market.
The rating outlook is negative.

The TCR also reported on Oct. 28, 2011, that Standard & Poor's
Ratings Services lowered its corporate credit on Richmond, Va.-
headquartered Media General Inc. to 'CCC+' from 'B-'.  "The
downgrade reflects our expectation that Media General could face
difficulties in maintaining covenant compliance in 2012," S&P
said.


METOKOTE CORP: Moody's Assigns (P)B3 Rating to Credit Facilities
----------------------------------------------------------------
Moody's Investors Service assigned a (P)B3 rating to MetoKote
Corporation's proposed amended and extended $71 million senior
secured term loan due November 2013 and $5 million senior secured
revolving credit facility due August 2013. In a related action,
the company's existing ratings were affirmed. The outlook was
changed to developing. The company's Corporate Family Rating (CFR)
would be upgraded to B3 and the outlook would be changed to stable
at the completion of the amend and extend transaction if completed
in accordance with proposed terms, and subject to Moody's review
of final documentation. The actions are prompted by MetoKote's
improved operating performance and the company's proposal to
extend the maturity of its term loan currently due November 27,
2011. Moody's positively notes that the extended term loan amount
will be lower compared to the $87 million currently outstanding as
the company would repay $16 million using current cash.

RATINGS RATIONALE

The current Caa2 Corporate Family Rating (CFR) is largely based on
MetoKote's very near-term debt maturity which needs to be either
refinanced or extended. The company's revolving credit facility
already matured in August 2011 and, to date, has not been
replaced.

The (P)B3 rating on the proposed credit facilities is based on
Moody's expectation that MetoKote's CFR would be upgraded if the
transaction closes in accordance with proposed terms. The rating
assignment recognizes the improvement in the company's operating
performance, driven primarily by increased demand for coating
services from agriculture and automotive end market customers,
which has increased revenue by over 30% from the depressed 2009
level. The company has been growing its general purpose business
segment with minimal capital expenditures, and is expected to have
adequate liquidity over the next four quarters, partly due to the
proposed re-establishment of revolver availability. The rating is
tempered by MetoKote's still modest scale, high customer and end
market concentration, exposure to cyclicality especially in
automotive end markets, and the need for capital to support InSite
business.

The developing outlook reflects the dependence of the rating
direction on whether MetoKote is successful in either refinancing
the term loan or extending its maturity before November 27, 2011.
The CFR would be upgraded to B3 upon timely and successful
completion of either extension or refinancing transaction.
Conversely, the CFR would be downgraded if an extension or
refinancing deal does not close before the current term loan
maturity.

These ratings/assessments have been affected:

- $71 million senior secured term loan due 11/27/2013, assigned
(P)B3 (LGD3, 33%);

- $5 million senior secured revolver due 8/27/2013, assigned (P)B3
(LGD3, 33%);

- Corporate Family Rating, affirmed Caa2;

- Probability of Default Rating, affirmed Caa2;

- $87 million (originally $94 million) senior secured term loan
due 11/27/11, affirmed Caa2 (LGD3, 49%)*.

*to be withdrawn after completion of refinancing transaction

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

MetoKote Corporation provides outsourced industrial coating
services to manufacturers in North America, Europe, and Brazil.
The company offers solutions both within a customer facility or at
one of the company's regional facilities. End markets served
include automotive, heavy truck, agriculture, construction, metal
furniture, appliances, and consumer products. For the trailing
twelve-month period ended July 31, 2011, the company generated
approximately $175 million of revenue.


METRO-GOLDWYN-MAYER: Bankr. Court Won't Hear United Artists Deal
----------------------------------------------------------------
U.S. Bankruptcy Judge Stuart M. Bernstein on Monday refused to
approve an agreement between Metro-Goldwyn-Mayer Studios Inc. and
United Artists Production Finance LLC to buy about $11 million in
UAPF debt relating to credit agreements with an MGM subsidiary,
saying his court lacked jurisdiction.

Keith Goldberg at Bankruptcy Law360 reports that Judge Bernstein
said the purchase agreement came after he approved MGM's Chapter
11 restructuring plan in December, which meant that MGM was no
longer under the protection of the bankruptcy court.

Prior to the petition date, MGM owned a 62.5% stake in United
Artists Entertainment LLC.  New United Artists was formed "to
develop and produce new theatrically released films under the New
United Artists banner."  It did not file for bankruptcy.

A copy of Judge Bernstein's ruling is available at
http://is.gd/61NMb1from Leagle.com.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is
actively engaged in the worldwide production and distribution of
motion pictures, television programming, home video, interactive
media, music, and licensed merchandise.  The company owns the
world's largest library of modern films, comprising around 4,100
titles.  Operating units include Metro-Goldwyn-Mayer Studios Inc.,
Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM
Television Entertainment Inc., MGM Networks Inc., MGM Distribution
Co., MGM International Television Distribution Inc., Metro-
Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM
Consumer Products and MGM Interactive.  In addition, MGM has
ownership interests in domestic and international TV channels
reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, served as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP was the legal counsel.  Moelis &
Company was the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, was the Debtors'
management service providers.

In mid-December 2011, Metro-Goldwyn-Mayer Inc. restructuring
became effective, with exit financing of $500 million in place.
The Company's "pre-packaged" plan of reorganization was confirmed
on December 2, 2010, by the Bankruptcy Court.


MF GLOBAL: Has Access to Cash Collateral Until Nov. 14
------------------------------------------------------
MF Global Holdings Ltd. and MF Global Finance USA Inc. have
approximately $26 million in cash which may be cash collateral.
As of Sept. 30, 2011, the Debtors have approximately
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities, which includes equity interests of MF Global Holdings
Ltd., resulting in more than $1.3 billion in excess value.

The Debtors seek authority from Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York to use the
cash collateral securing their prepetition indebtedness.

The Debtors aver that use of Cash Collateral is necessary for them
to maintain sufficient liquidity so that they may continue to
operate their businesses in the ordinary course during the Chapter
11 cases.  The Debtors' access to the Cash Collateral is necessary
to ensure that they have sufficient working capital and liquidity
to operate their businesses and thus preserve and maintain the
going concern value of the Debtors' estates, which, in turn, is
integral to maximizing recoveries for the Debtors' stakeholders,
Kenneth S. Ziman, Esq., at Skadden, Arps, Slate Meagher & Flom
LLP, in New York, tells the Court.

To the extent that use of the Cash Collateral results in any
diminution of value in the Cash Collateral, JPMorgan Chase Bank,
N.A., as administrative agent for the Liquidity Facility Lenders,
will receive continuing, valid, binding, enforceable, and
automatically perfected first priority postpetition security
interests in, and liens on, all unencumbered property of the
Debtors, including unencumbered security interests held by the
Debtors.

Specifically, the Conditional Adequate Protection Liens will (a)
not include causes of actions held by the Debtors' estate under
Chapter 5 of the Bankruptcy Code, and the proceeds thereof and (b)
will be subject to a carve-out for (i) any fees owed to the United
States Trustee and (ii) any accrued but unpaid professional fees
as of the date upon which the Liquidity Facility Agent exercises
any setoff right or other remedies, plus (iii) $4 million.

                         JPMorgan Objects

JPMorgan objects to the Debtors' request to use cash collateral
and seeks these modifications to the Proposed Cash Collateral
Order:

  (a) There should be a limit, on an interim basis, both in time
      and amount on the use of JPMorgan's cash collateral.
      Specifically, through November 11, 2011, the Debtors will
      be authorized to use cash collateral by and for the
      benefit of the Debtors in an agreed upon amount.
      Moreover, cash collateral should be expended during the
      interim period only to the extent the Debtors determine in
      good faith the expenditure is necessary to avoid
      irreparable harm to the estates.

  (b) A first priority lien on all of the Debtors' assets as
      adequate protection, without limitations or exclusions
      should be granted to JPMorgan.  In particular, the Debtors
      should grant JPMorgan a first priority, senior lien on all
      unencumbered assets of the Debtors, including without
      limitation all causes of actions held by the Debtors'
      estate under Chapter 5 of the Bankruptcy Code, subject to
      the Carve-Out.  The term "Carve-Out" will mean an amount
      equal to the sum of (i) any fees owed to the United States
      Trustee and (ii) allowed unpaid professional fees accruing
      during the interim period up to a maximum amount to be
      agreed upon.

  (c) A superpriority administrative expense claim against the
      Debtors for any use of cash collateral will be granted to
      JPMorgan.

  (d) The Debtors' use (or are deemed to use) any unencumbered
      cash on hand from time to time (including for purposes of
      the Carve-Out) before using any cash subject to the lien
      of JPMorgan.

  (e) Any otherwise unencumbered cash proceeds hereafter
      generated by the Debtors from the sale or disposition of
      property be used to replenish any cash collateral used by
      the Debtors.

  (f) JPMorgan's reasonable counsel and professional fees will
      be paid.

  (g) During the interim period, loans or transfers to any non
      Debtor affiliate of the Debtors of cash collateral without
      a further order of the Court or the written agreement of
      JPMorgan is prohibited.

  (h) The Debtors will use reasonable best efforts to deliver to
      JPMorgan (i) a reasonably detailed proposed budget to
      JPMorgan sufficiently in advance of any further request to
      use cash collateral and (ii) a schedule of all
      unencumbered assets owned by the Debtors.

JPMorgan asserts that, for now, it is critical that the Debtors
provide the maximum possible adequate protection under the
circumstances to JPMorgan because JPMorgan's interests are at
significant risk.  JPMorgan complains that the Proposed Cash
Collateral Order does not provide for appropriate protection in
these circumstances and, as proposed, could allow the complete
dissipation of JPMorgan's cash collateral.

JPMorgan is represented by

        Peter V. Pantaleo, Esq.
        Sandy Qusba, Esq.
        Morris J. Massel, Esq.
        SIMPSON THACHER & BARTLETT LLP
        425 Lexington Avenue
        New York, New York 10017
        Tel: (212) 455-2000
        E-mail: ppantaleo@stblaw.com
                squsba@stblaw.com
                mmassel@stblaw.com

                 Court Permits Interim Cash Use

Judge Glenn granted, on an interim basis, the Debtors' request to
use cash collateral until Nov. 14, 2011.  The date may be extended
by JPMorgan and upon the Debtors' delivery of a cash budget.

The Debtors cannot use more than $8 million for ordinary course
purposes during the Specified Period and the funds must not be
used to fund (i) MF Global Inc., (ii) any foreign non-Debtor
entity unless with the prior consent of JPMorgan and (iii) any
other non-Debtor entity unless the Debtors determine in their good
faith judgment that the funding is necessary to avoid irreparable
harm to their estates, provided that the funds used will not
exceed $5 million in the aggregate.

Prior to using any Cash Collateral, the Debtors will use
unencumbered cash.  The $8 million limit will not apply in the
event the Debtors have repaid all Cash Collateral used and have
indefeasibly waived their rights to seek any further use of
JPMorgan's Cash Collateral.

An additional interim hearing on the Cash Collateral Motion will
be held on Nov. 14, at 2:00 P.M.  Objections to the Cash
Collateral use on a permanent basis must be filed on or before
Nov. 21.

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: SIPA Trustee Transfers 50,000 Customer Accounts
----------------------------------------------------------
James W. Giddens, as trustee for the liquidation of the business
of MF Global Inc. under the Securities Investor Protection Act of
1970, sought and obtained authority from the U.S. Bankruptcy Court
for the Southern District of New York to transfer about 50,000
customer accounts to other clearing firms.

On or about October 30, 2011, MFGI, a registered futures
commission merchant, reported to regulators that a material
shortfall appeared to exist in the amount of customer funds
required to be segregated under the Commodities Exchange Act and
the U.S. Commodity Futures Trading Commission regulations
promulgated thereunder.  Thereafter, MFGI's clearing privileges at
major commodities clearing organizations, including the Chicago
Mercantile Exchange, were suspended, and MFGI was put on
"liquidation only" trading status.

As a result of the apparent segregation violations and the
suspension of clearing privileges, more than 150,000 customer
accounts essentially were frozen on October 31, 2011, of which
more than 50,000 accounts were regulated commodities customer
accounts.  The CME estimates that MFGI's current segregated funds
requirement is approximately $5.45 billion.  Moreover, the total
amount of MFGI customer segregated funds on deposit at the CME is
approximately $2.5 billion, and the clearing-level segregated
collateral is approximately $1.5 billion or approximately 60% of
the MFGI customer segregated funds on deposit at the CME.

The Trustee argued that the Trustee has determined that the
Account Transfers will contribute to the prompt satisfaction of
customer claims and the orderly liquidation of MFGI.  He asserted
that without effecting the transfers, the positions are required
to be liquidated promptly and in an orderly manner.

The Trustee added that the customers' positions are required by
Part 190 Regulations to be liquidated if they are not transferred
to a transferee FCM before the close of business on November 4,
2011.

"The liquidation of these customer commodity positions in all
likelihood will negatively effect the net value to the customers
and the markets in general," he says.

However, only 60% of the accounts' assets can be transferred
immediately, Stephen Harbeck, head of the Securities Investor
Protection Corp., told The Wall Street Journal.

In a statement released by the Trustee, the transfers will
unfreeze accounts with a notional value of approximately $100
billion.

Mr. Giddens is in talks with brokerages that may take over the
accounts of customers or buy "pieces of the businesss," Linda
Sandler of Bloomberg News said, citing Stephen Harbeck, president
of the Securities Investor Protection Corp., which is overseeing
the liquidation, in an interview.

MF Global's customers may have to wait longer than the 10 days or
so most retail brokerage customers of Lehman Brothers Inc. did
after it collapsed in 2008, Mr. Harbeck said, according to
Bloomberg.  The trustee's team, Mr. Harbeck told Bloomberg, is in
MF Global's offices in New York to examine the company's books and
records.

Rival brokerages lately have seen an influx of applications,
according to The Wall Street Journal.  Newedge Group told the
Journal that it has been opening accounts for ex-MF Global clients
and expanding lines of credit for existing clients with money
locked up at the rival firm.  Other brokers echoed Newedge's
comments, but many faced difficulty getting traders back in the
markets with funds still locked up at MF Global, the Journal
related.  Clearing firms aren't willing to let new clients trade
through them unless they post new collateral, the report said.

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: Ex-CEO J. Corzine Hires Andrew Levander as Counsel
-------------------------------------------------------------
MF Global Holdings Ltd. Chief Executive and former New Jersey Gov.
Jon Corzine hired prominent white-collar defense lawyer Andrew
Levander of Dechert LLP to represent him in cases that might stem
from the securities firm's bankruptcy filing Monday, Aaron
Lucchetti of The Wall Street Journal reported, citing people
familiar with the matter.

Mr. Levander may be reached at:

        Andrew Levander, Esq.
        DECHERT LLP
        1095 Avenue of the Americas
        New York, NY 10036-6797
        Tel: (212) 698-3683
        Fax: (212) 698-3599
        E-mail: andrew.levander@dechert.com

Mr. Levander, who was hired in the past two days, has built up
years of experience on high-profile Wall Street cases, the Journal
noted.  He represented outside directors of Lehman Brothers
Holdings Inc., former Merrill Lynch CEO John Thain, and hedge-fund
manager and philanthropist Ezra Merkin, who was sued over money he
lost in the Ponzi scheme run by Bernard L. Madoff, the report
related.

A former assistant U.S. attorney in the Southern District of New
York, Mr. Levander has also represented a variety of large banks
and Wall Street firms, including Goldman Sachs Group Inc., J.P.
Morgan Chase & Co., Morgan Stanley and the New York Stock
Exchange, the Journal added.

The Journal, citing Mr. Levander's online biography on Dechert's
Web site, says his cases have dealt with stock-options backdating,
brokerage failures and takeovers.  The Journal said that in 2006,
he negotiated a settlement for a large Austrian bank that was
involved with Refco Inc., an MF Global competitor that filed for
bankruptcy amid an accounting scandal in 2005.

Mr. Levander became Dechert's chairman in July, giving him a top
leadership role at the 900-lawyer firm, according to the Journal.

Another law firm represents Mr. Corzine on employment issues,
according to a person familiar with the matter, the report said.

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: Admits Using Client Funds, $600-Mil. Missing
-------------------------------------------------------
MF Global Holdings Ltd. admitted to federal officials that client
funds were tapped as the firm's financial troubles mounted, the
Associated Press reported, citing an unidentified official close
to the matter.  The official spoke anonymously, the AP said,
because he was not authorized to speak as the probe is in its
preliminary stages.

An unidentified MF Global executive made the admission to
regulators in a phone call after they discovered money missing
from client accounts, according to the AP.  A lawyer with the
Commodity Futures Trading Commission said MF Global has discovered
a shortfall of segregated accounts of around $600 million,
CNNMoney related.  This, the lawyer said, is a preliminary figure
that could increase, the report noted.  The discrepancy, according
to The Wall Street Journal, is about $900 million.

At the Nov. 1 hearing before Bankruptcy Judge Martin Glenn,
Bradley Abelow, MF Global's president and operations chief,
declined to comment on reports about customer funds, the Journal
related.  A lawyer to the bankrupt broker said there is no
shortfall and that the "discrepancy largely is the result of money
stranded by banks and clearinghouses," the Journal added.

MF Global could face civil penalties for the misuse of client
funds, MarketWatch related.

The CFTC has voted to issue subpoenas to the securities firm and
the Federal Bureau of Investigation planned to examine whether the
client funds are missing, the Journal said, citing people familiar
with the situation.

According to the Journal, the FBI's involvement marks an
escalation in efforts by government officials to get to the bottom
of what happened in the chaotic days before MF Global filed for
Chapter 11.  If the client funds are missing, FBI officials would
then have to decide whether that constitutes a possible crime, the
Journal said.

CFTC officials have not launched a formal investigation into the
matter but are considering doing so, according to people familiar
with the situation, the Journal said.


MF GLOBAL: London Unit In Administration, KPMG on Board
-------------------------------------------------------
MF Global's unit in London was placed into administration after
the parent company filed for bankruptcy Monday.  KPMG was
appointed administrator of the U.K. arm, according to BBC.

BBC said at least 700 jobs are at risk in London after the arm
went into administration.

Weil, Gotshal & Manges and British firm Ashurst are advising on
the U.K. administration, The American Lawyer reported.

"Against the backdrop of challenging market conditions and the
euro-zone crisis, the financial position of MF Global UK has
significantly deteriorated in recent weeks," said a statement by
Richard Fleming, a joint special administrator and head of KPMG's
U.K. restructuring unit, The American Lawyer related.  "Following
the filing for Chapter 11 by MF Global Holdings USA Inc., it would
not be viable to operate MF Global UK Ltd on a stand-alone basis."

The American Lawyer related that two former Jones Day
restructuring partners lured away from the firm's London office
this year are leading a Weil team representing KPMG on the
administration of MF Global's U.K. units.  London-based
restructuring head Adam Plainer, who left Jones Day for Weil in
January, and restructuring partner Paul Bromfield, who made the
leap in September, are advising KPMG, The American Lawyer noted,
citing Legal Week.

Mr. Plainer said the case "is a truly groundbreaking case as it is
the first time the new special administration regime has been
used," The American Lawyer related, further citing Legal Week.
"The administrators will be working closely with the FSA who have
extensive powers under the new legislation."

Other Weil partners working on the matter include London office
managing partner Michael Francies, finance and restructuring
partner Dominic McCahill, and structured finance and derivatives
partner Steven Ong, the report noted.  Legal Week reported that
barristers Martin Pascoe, Daniel Bayfield, and Glen Davis from
London-based South Square are advising both KPMG and the FSA on
the U.K. administration of MF Global.

The FSA has turned to an Ashurst team for advice on managing the
MF Global administration.  The Ashurst team, according to The
American Lawyer, includes London-based litigation chief Edward
Sparrow, restructuring and insolvency partner Giles Boothman, and
regulatory partner Rob Moulton.  Legal Week reported that the new
special administration rules, which went into effect in February,
will determine whether MF Global's U.K. units can continue as a
going concern or will be liquidated in order to return assets to
clients and creditors, the American Lawyer said.

Weil Gotshal's London team can be reached at:

        Adam B. Plainer, Esq.
        Paul G. Bromfield, Esq.
        Michael Francies, Esq.
        Dominic MacCahill, Esq.
        Steven Ong, Esq.
        WEIL, GOTSHAL & MANGES LLP
        110 Fetter Lane
        London, EC4A 1AY
        Tel: +44 20 7903 1000
        Fax: +44 20 7903 0990
        E-mail: adam.plainer@weil.com
                paul.bromfield@weil.com
                michael.francies@weil.com
                dominic.mccahill@weil.com
                steven.ong@weil.com

Ashurst can be reached at:

        Edward Sparrow, Esq.
        Giles Boothman, Esq.
        Rob Moulton, Esq.
        ASHURST
        Broadwalk House
        5 Appold Street
        London EC2A 2HA UK
        Tel: +44 (0)20 7638 1111
        Fax: +44 (0)20 7638 1112
        E-mail: edward.sparrow@ashurst.com
                giles.boothman@ashurst.com
                rob.moulton@ashurst.com

South Square can be reached at:

        Martin Pascoe QC
        Daniel Bayfield, Esq.
        Glen Davis QC
        SOUTH SQUARE
        3-4 South Square
        Gray's Inn
        London WC1R 5HP, UK
        Tel: National: 020 7696 9900
             International: +44 20 7696 9900
        Fax: National: 020 7696 9911
             International: +44 20 7696 9911
        E-mail: martinpascoe@southsquare.com
                danielbayfield@southsquare.com
                glendavis@southsquare.com

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: Aussie Units in Administration, Deloitte In
-------------------------------------------------------
The Australian Securities and Investments Commission said in a
statement dated Nov. 1 that MF Global's units in Australia were
placed into administration.

Insolvency firm Deloitte has been appointed administrator to the
MF Global group in Australia.

The ASIC noted that trading activity of equities under MF Global
Securities Limited, futures trading under MF Global Australia
Limited have halted.  MF Global Australia Limited is also in
administration.

ASX Clear Futures has advised ASIC that MF Global UK Limited has
been put into an event of Default.  MF Global UK Limited has also
entered the Special Administration Regime in the UK.

ASX 24 has advised ASIC that Grain Futures will not open and Wool
Futures have been suspended to preserve the integrity of the
market.

ASX spokesman Matthew Gibbs said the exchange had suspended trade
in the small grain and wool futures markets, where MF Global held
relatively large positions, The Sydney Morning Herald reported.

Deloitte partner Chris Campbell told SMH in a separate interview
that his firm is commencing a process to reconcile all client
positions as at the date of the firm's appointment to determine
monies owed to each client.  The process, Mr. Campbell added, will
include the necessary close-out of most, if not all client
positions, in the books of the companies.  This statement though
was refuted by Mr. Gibbs as incorrect.  Mr. Gibbs told SMH that
ASX is managing its exposures and working through the impact of
the suspensions.

According to SMH, clients of Commonwealth Bank's CommSec business,
Westpac and ANZ's E*TRADE were affected by margin calls, with MF
Global increasing its margin on CFDs to a minimum of 25% on
Monday.

CommSec, the report said, suspended its over-the-counter CFD
business on Tuesday, which affected a small number of clients.  It
is working to close out all open client positions in an orderly
manner and its ASX CFD business has not been affected, a CBA
spokeswoman said, according to SMH.

MF Global is the only CFD option on Westpac Online's investing
platform but fewer than 100 clients have exposures, a Westpac
spokesman told SMH.  An ANZ spokesman told SMH that less than one
per cent of E*TRADE's clients trade CFDs and any margin calls were
issued by MF Global directly.

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: Brower Piven Files Class Action Lawsuit
--------------------------------------------------
The law firm of Brower Piven, A Professional Corporation, has
filed a securities class action lawsuit on behalf of shareholders
who purchased or otherwise acquired the common stock of MF Global
Holdings Ltd.; formerly between May 20, 2011 through October 28,
2011, inclusive.  The case captioned DeAngelis v. Corzine, et al.
is pending in the United States District Court for the Southern
District of New York, Case No. 11 CV 7866, against Defendants Jon
S. Corzine, Henri J. Steenkamp, Bradley I. Abelow and Michael G.
Stockman.

If you have suffered a net loss for all transactions in MF Global
common stock during the Class Period, you may obtain additional
information about this lawsuit and your ability to become a lead
plaintiff by contacting Brower Piven at www.browerpiven.com, by
email at hoffman@browerpiven.com, by calling 410/415-6616, or at
Brower Piven, A Professional Corporation, 1925 Old Valley Road,
Stevenson, Maryland 21153.  Attorneys at Brower Piven have
combined experience litigating securities and class action cases
of over 60 years.

No class has yet been certified in the above action. Members of
the Class will be represented by the lead plaintiff and counsel
chosen by the lead plaintiff.  If you wish to choose counsel to
represent you and the Class, you must apply to be appointed lead
plaintiff no later than January 2, 2012 and be selected by the
Court.  The lead plaintiff will direct the litigation and
participate in important decisions including whether to accept a
settlement and how much of a settlement to accept for the Class in
the action.  The lead plaintiff will be selected from among
applicants claiming the largest loss from investment in the
Company during the Class Period.  You are not required to have
sold your shares to seek damages or to serve as a Lead Plaintiff.

The complaint accuses the defendants of violations of the
Securities Exchange Act of 1934 by virtue of the Company's failure
to disclose during the Class Period that the Company was suffering
from serious liquidity pressures based on its exposure to the
European debt crisis, that the Company's internal controls were
highly deficient such that it was unable to clearly segregate
clients' funds, and that its true risk profile would inevitably
lead to a credit rating downgrade.  According to the complaint,
after, on Oct. 24, 2011, Moody's cut the Company's rating to near
junk status, and after, on Oct. 27, 2011, Moody's and Fitch cut MF
Global's credit rating to junk status followed by the threat of
similar action by S&P, the value of MF Global shares declined
significantly.  As indicated in the complaint, attempts to spin
off the Company's futures trading business failed and, on Oct. 31,
2011, MF Global filed for Chapter 11 bankruptcy protection in
United States Bankruptcy Court in New York, causing the New York
Stock Exchange to suspend trading in the Company's stock and to
de-list its shares.

If you choose to retain counsel, you may retain Brower Piven
without financial obligation or cost to you, or you may retain
other counsel of your choice.  You need take no action at this
time to be a member of the class.

                         About MF Global

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

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

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

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

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


MGM RESORTS: Incurs $106.5 Million Net Loss in Third Quarter
------------------------------------------------------------
MGM Resorts International reported a net loss of $106.57 million
on $2.23 billion of revenue for the three months ended Sept. 30,
2011, compared with a net loss of $317.99 million on $1.56 billion
of revenue for the same period during the prior year.

The Company also reported net income of $3.25 billion on $5.55
billion of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.29 billion on $4.58 billion of
revenue for the same period during the prior year.

The Company reported a net loss of $1.44 billion on $6.01 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.29 billion on $5.97 billion of revenue during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $27.85
billion in total assets, $17.91 billion in total liabilities and
$9.94 million in total equity.

"Our results show the inherent operating leverage in our business
as this quarter represents the third consecutive quarter of year-
over-year revenue, Adjusted Property EBITDA and Adjusted Property
EBITDA margin growth for our wholly owned domestic resorts.  Our
forward booking trends remain strong both for our consumer retail
segments and corporate events," said Jim Murren, MGM Resorts
International Chairman and CEO.  "MGM China's operating trends
continue to improve with cash flow before branding fees increasing
approximately 80% year-over-year.  We are extremely pleased with
our Cotai development plans while at the same time have some
exciting expansion opportunities within our existing MGM Macau
property."

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

                         http://is.gd/2KFRR1

                         About MGM Resorts

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

                            *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)

The TCR reported on Oct. 18, 2011, that Fitch Ratings upgrades MGM
Resorts International's (MGM Resorts; Issuer Default Rating (IDR)
to 'B-' from 'CCC'.  Fitch also assigns an IDR of 'B-' to
CityCenter Holdings, LLC (CityCenter) and an IDR of 'B+' to MGM
Grand Paradise, S.A. (MGM Grand Paradise).

The 'B-' IDRs for MGM Resorts and CityCenter indicates that
material credit risk remains present given their high leverage,
but there is a limited margin of safety.


MONEYGRAM INT'L: Files Form 10-Q, Posts $15.8MM Net Income in Q3
----------------------------------------------------------------
MoneyGram International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
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 during the prior year.

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 a year ago.

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.

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

                       http://is.gd/aKVj6I

                   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.


MONTIE'S RESOURCES: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Montie's Resources, LLC
        517 Parkside Road
        London, KY 40741

Bankruptcy Case No.: 11-61482

Chapter 11 Petition Date: November 5, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Kentucky (London)

Debtor's Counsel: Dean A. Langdon, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 N. Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: dlangdon@dlgfirm.com

                         - and ?

                  Gregory A. Napier, Esq.
                  TROUTMAN & NAPIER, PLLC
                  4740 Firebrook Boulevard
                  Lexington, KY 40513
                  Tel: (859) 253-0991
                  Fax: (888) 877-1147
                  E-mail: gnapier@troutmannapier.com

                         - and ?

                  J. Wesley Harned, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: wharned@dlgfirm.com

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

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

The Company?s list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/kyeb11-61482.pdf

The petition was signed by Bart Montanari, president.


NATIONAL HEALING: S&P Assigns Prelim. 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Boca Raton, Florida-based National
Healing Corp. The rating outlook is stable.

"At the same time, we assigned our preliminary 'B+' credit rating
to the company's proposed $30 million revolving credit facility
and $250 million first-lien term loan, one notch above the
corporate credit rating, and our preliminary '2' recovery rating,
indicating our expectation for substantial (70% to 90%) recovery
of principal in the event of payment default," S&P said.

"We also assigned our preliminary 'CCC+' credit rating, two
notches below the corporate credit rating, and preliminary '6'
recovery rating, indicating our expectation for negligible (0 to
10%) recovery of principal in the event of payment default, to the
company's proposed $75 million second-lien term loan," S&P
related.

The low speculative-grade rating on Boca Raton, Fla.-based
National Healing Corp. (NH) reflects the company's highly
leveraged financial risk profile, the near-term risks of
integrating a very large acquisition, longer-term concerns
about hospitals' outsourcing of wound care, and the risk that
hospitals, now struggling to rein in costs, may impose less
lucrative contract terms on NH. "We characterize the company's
business risk profile as vulnerable," S&P said.


NAVISTAR INT'L: Carl Icahn Discloses 9.9% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Carl C. Icahn and his affiliates disclosed
that they beneficially own 7,251,426 shares of common stock of
Navistar International Corporation representing 9.99% of the
shares outstanding.  As previously reported, Mr. Icahn and his
affiliates disclosed beneficial ownership of 7,111,426 shares of
common stock of the Company or 9.80%.   A full-text copy of the
amended Schedule 13D is available for free at http://is.gd/mSJMbS

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2011, showed $11.17
billion in total assets, $10.42 billion in total liabilities, $5
million in redeemable equity securities and $752 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NETWORK SOLUTIONS: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Herndon, Va.-headquartered Web-based service
provider Network Solutions LLC, following its acquisition by
Web.com Group Inc. Acquisition consideration was approximately
$405 million of cash and 18 million shares of Web.com stock,
including the repayment of Network Solutions debt. The acquisition
was completed on Oct. 27, 2011. "We removed the rating from
CreditWatch, where it was placed with negative implications on
Aug. 5, 2011. We affirmed the corporate credit rating at 'B'--the
same level as our preliminary rating on Web.com Group. Subsequent
to this action, we withdrew all of our ratings on Network
Solutions," S&P said.


NEW ERA: Chapter 11 Trustee Seeks Case Conversion to Chapter 7
--------------------------------------------------------------
Lowell Cage, the Chapter 11 trustee of the bankruptcy estate of
New Era Hospitality, Inc., asks the bankruptcy judge to convert
the Chapter 11 case of New Era Hospitality be converted to a case
under Chapter 7 of the Bankruptcy Code.

Mr. Cage notes that the only property of the Debtor's estate was
real property located at 801 St. Joseph Parkway in Houston, Texas.
The secured creditor obtained relief from the automatic stay and
foreclosed on the property.

Since the Debtor owns no assets, Mr. Cage believes that there is
no possibility of a successful reorganization and there is no
business to reorganize.  The Chapter 11 Trustee believes that its
duties can more effectively and efficiently be performed in the
context of a Chapter 7 case.

The Chapter 11 Trustee is represented by:

         Elizabeth Medley
         CAGE, HILL & NIEHAUS, L.L.P.
         5851 San Felipe, Suite 950
         Houston, Texas 77057
         Tel: (713) 789-0500

Houston, Texas-based New Era Hospitality Inc. filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 11-36492) on
July 30, 2011, to avoid foreclosure of its hotel property at 801
St. Joseph Parkway.  Money woes stalled its hotel construction
plans.  Judge Karen K. Brown presides over the case.  Samuel L.
Milledge, Esq., Milledge Law Firm, P.C., represents the Debtor.
The Debtor disclosed $14,000,000 in assets, and $4,213,828 in
debts.  On Oct. 5, 2011, Lowell Cage was appointed the Chapter 11
Trustee of the case.


NORBORD INC.: DBRS Confirms Issuer Rating at 'BB'
-------------------------------------------------
DBRS has confirmed the Issuer Rating of Norbord Inc. (Norbord or
the Company) at BB (low), and the trend is Stable.  The
confirmation reflects the fact that the Company has performed as
expected.  Although the financial profile is weak, the current
rating continues to be supported by Norbord's solid business
profile as a leading and low-cost producer of oriented strand
board (OSB) in North America and the implied support from
Brookfield Asset Management Inc. (BAM, rated A (low) by DBRS),
Norbord's majority owner.  Moreover, the Company is well
positioned to reap the benefits of the eventual recovery in the
U.S. construction industry.

DBRS has downgraded the recovery rating of Norbord from RR2 to RR3
to reflect the expectation of lower recovery, solely due to a
lower estimate of Norbord's enterprise value and higher debt at
default.  DBRS has reduced the Company's enterprise value, taking
into consideration recent weak performances at Norbord and
lingering weak industry conditions.  With a revised recovery of
RR3, the Secured Debentures and Senior Secured Notes (secured
debts) will only be one notch higher than the Issuer Rating.  The
secured debts have been downgraded to BB from BB (high).

DBRS expects Norbord to report a moderate year-over-year decline
in 2011 operating performance due to a continuing weak U.S.
housing market and some one-off conditions that boosted product
prices and results in 2010.  As expected, residential construction
activities in the U.S. remained subdued through the first nine
months in 2011, and OSB prices came under pressure.  In addition,
higher input costs (fibre, resin and energy) further added to
margin pressure. Norbord was near break-even on an EBIT basis for
the first nine months in 2011, despite benefits from the margin
improvement program (MIP) and better results from its European
operations.

Weaker performance in 2011 has pushed the key credit metrics to
below the current rating range.  However, DBRS notes that the
current rating is still appropriate for the following reasons:

(1) The Company has a solid business profile as a leader and a
low-cost producer of OSB in North America.  Recent progress made
in the MIP to lower costs and improve productivity further
solidifies its leading position.  DBRS believes that the worst is
over for the construction industry in this cycle, although the
timing of an eventual upturn is uncertain.  Moreover, the Company
is well positioned to benefit when the industry recovers.

(2) Potential support from BAM, the Company's majority owner,
would help Norbord overcome financial stress through the current
downturn.  This is demonstrated by a recent commitment by BAM to
provide a $120 million standby loan to Norbord to repay maturing
debt in 2012, subject to certain conditions, if necessary.

(3) The Company has ample liquidity to weather the current weak
conditions in the construction industry and has no refinancing
risk even though the $240 million of Senior Debentures matures on
July 1, 2012.  The Company has amended its $270 million bank
facility, allowing it to use $120 million for debt repayment.
Together with the $120 million BAM commitment, the Company has
sufficient cash to pay off the maturing debentures.  This has
mitigated the refinancing risk in case conditions in the capital
markets are not favourable.  Additionally, the Company has ample
liquidity (cash on hand and unused bank facility totaling $317
million at the end of September 2011) to fund its operating needs.

The North American OSB market has stabilized in terms of supply
and demand, which is illustrated by the stabilization of OSB
prices after the 2010 price spike.  OSB prices have been
relatively stable for the last five quarters and are expected to
remain relatively stable going forward as ongoing industry
curtailments have helped bring supply in closer balance with
demand.  However, residential construction is expected to remain
near current levels, and a meaningful upturn is not expected until
late 2012 at the earliest.  As a result, Norbord's earnings in the
next 12-month period are expected to remain near 2011 levels,
while credit metrics are expected to slightly improve based on the
assumptions that (1) capex will be maintained at conservative
levels and (2) operating working capital will remain tightly
managed.

Pursuant to the rating methodology for leveraged finance, DBRS has
created a default scenario for Norbord in order to analyze when
and under what circumstances a default could hypothetically occur
and the potential recovery of the Company's debt in the event of
such a default.  The scenario assumes that the Company is able to
refinance the $240 million of Secured Debentures on similar terms
in early 2012.  Additionally, the scenario assumes that the U.S.
economy fails to recover and falls into a recession in early 2013.
This would lead to continued deterioration in the demand for
building products.  Under this scenario, the Company would exhaust
its liquidity in late 2013.  DBRS has determined Norbord's
estimated value at default using an EBITDA multiple valuation
approach, consistent with a view that default would likely result
in the restructuring and/or recapitalization of the assets with
value as a going concern versus the sale of its individual assets.
EBITDA multiples utilized are applied to cyclically normalized
EBITDA at default as opposed to the actual low EBITDA values
expected at the time of default, reflecting the forward-looking
nature of the valuation.  The valuation considers the issuer and
the specific debt instruments, allocating value proceeds
accordingly.  Based on the default scenario above, the secured
debts would have recovery estimated between 50% and 70%, which
aligns with a recovery rating of RR3.  Therefore, the instrument
rating of the secured debts is BB, one notch higher than the
Issuer Rating.


NORTH CENTRAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: North Central Florida YMCA, Inc.
        5201 NW 34th Street
        Gainesville, FL 32605

Bankruptcy Case No.: 11-10535

Chapter 11 Petition Date: November 5, 2011

Court: U.S. Bankruptcy Court
       Northern District of Florida (Gainesville)

Debtor's Counsel: Seldon J. Childers, Esq.
                  CHILDERSLAW, LLC
                  1330 NW 6th Street, Suite C
                  Gainesville, FL 32601
                  Tel: (866) 996-6104
                  Fax: (407) 209-3870
                  E-mail: jchilders@smartbizlaw.com

Scheduled Assets: $4,079,347

Scheduled Debts: $5,618,942

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flnb11-10535.pdf

The petition was signed by Harold Cook, interim CEO.


NORTHCORE TECHNOLOGIES: To Release Q3 Results on Nov. 9
-------------------------------------------------------
Northcore Technologies Inc. is scheduled to release its financial
results for the third quarter of 2011 on Wednesday, November 9
following the close of the markets.  The Company will hold a
conference call at 10:00 a.m. (Eastern) on Thursday, November 10
to discuss its financial results and review operational
activities.  Investors and followers of Northcore are invited to
listen to the call live over the Internet on the Company's website
at www.northcore.com/events.html.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."

The Company's balance sheet at June 30, 2011, showed C$1.39
million in total assets, C$1.33 million in total liabilities and
C$61,000 in total shareholders' equity.


NPS PHARMACEUTICALS: Incurs $12.3 Million Net Loss in Q3
--------------------------------------------------------
NPS Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $12.35 million on $24.60 million of total revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$15.69 million on $21.05 million of total revenues for the same
period during the prior year.

The Company also reported a net loss of $27.63 million on $75.38
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $25.04 million on $65.37 million
of total revenues for the same period a year ago.

The Company reported a consolidated net loss of $31.44 million on
$89.41 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.86 million on $84.15 million of
total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $237.44
million in total assets, $276 million in total liabilities and a
$38.56 million total stockholders' deficit.

"This is an exciting time for NPS as we prepare to deliver two key
milestones before the end of this year -- reporting top-line data
from our REPLACE study for NPSP558 in hypoparathyroidism and
submitting the remaining sections of our New Drug Application
(NDA) for GATTEX in short bowel syndrome," said Francois Nader,
MD, president and chief executive officer of NPS Pharmaceuticals,
Inc.  "We are also pleased that we added two early clinical-stage
calcilytic compounds to our pipeline -- NPSP790 and NPSP795 -- and
we are eager to assess their potential in rare endocrine disorders
like ADHH."

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

                        http://is.gd/0uFkIE

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least Jan. 1, 2011.


NUTRITION 21: Asset Sale Approved; Shareholders May Get Nothing
---------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Nutrition 21's motion to sell all or substantially all of the
Debtors' assets under Section 363 of the Bankruptcy Code under the
terms of an asset purchase agreement -- dated Oct. 7, 2011 and
amended Nov. 1, 2011 -- between the Company; Nutrition 21, LLC and
N21 Acquisition Holding, LLC, as purchaser.

According to BankruptcyData, the amended asset sale agreement
provides that the Purchaser will purchase substantially all of the
Company's assets and assume certain obligations associated with
the purchased assets for $7.3 million.  The Court order approving
the sale includes a reserved decision on the assumption and
assignment by N21 LLC of a certain license and supply agreement
between Probioferm, LLC; Probiohealth, LLC and N21 LLC.

BankruptcyData reports the Company intends to file a liquidating
plan of reorganization with the Court and does not expect to have
cash available for distributions to holders of the Company's
common stock.

                        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.

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 reported a net loss of $2.97 million on $6.68 million
of revenues for fiscal year 2011, compared with a net loss of
$3.66 million on $8.76 million of revenues for fiscal year 2010.

The Company's balance sheet at June 30, 2011, showed $3.46 million
in total assets, $18.07 million in total debts, and stockholders'
deficit of $14.60 million.


OLIN CORP: S&P Raises Corporate Credit Rating to 'BB'
-----------------------------------------------------
Standard and Poor's Ratings Services raised its ratings, including
raising the corporate credit rating to 'BB' from 'BB-', on
Clayton, Mo.-based Olin Corp. "At the same time, we removed all
ratings from CreditWatch, where we placed them with positive
implications on Sept. 2, 2011. The outlook is positive," S&P
related.

"The upgrade reflects the improvements in Olin's profitability
over the past year as well as our expectation that the company
will continue to strengthen credit measures over the coming
quarters," said Standard & Poor's credit analyst Ket Gondha.
"While we remain cautious regarding the macroeconomic outlook, we
believe supply and demand dynamics should remain favorable.
Further supporting our view on Olin's credit quality is its
continued progress in generating a greater share of earnings from
downstream products that exhibit less volatility than caustic soda
and chlorine. We also expect Olin to remain prudent in managing
liquidity as it reduces costs and improves operating efficiency,
including transitioning production assets away from outdated
mercury-based technologies."

The ratings on Olin reflect its fair business risk profile and
considerable cyclicality of earnings stemming from its large
chlor-alkali operations -- about 70% of total revenues. "Tempering
these negative factors are Olin's market positions in the chlor-
alkali industry, good profitability, adequate liquidity, and our
expectation of management's financial prudence toward acquisitions
and use of debt leverage," S&P said.

Olin's manufacturing operations are concentrated in two business
segments, chlor-alkali products and ammunition (through its
Winchester unit), that together generate annual revenues of more
than $1.9 billion. Olin is the third-largest producer of chlor-
alkali in the fragmented North American market and also the
largest producer of industrial bleach in North America. The
pricing of bleach is typically quite higher than the chlor-alkali
electrochemical unit (ECU) and is less cyclical than ECU pricing
(chlorine and caustic soda are produced simultaneously and in a
fixed ratio of 1.0 ton of chlorine to 1.1 tons of caustic soda;
this is referred to as an ECU).

The outlook is positive. Olin's operating results steadily
improved as ECU prices recovered with demand and Winchester's
earnings remained above expectations due to new contract wins.
"Although economic conditions and ECU prices could fluctuate, the
current ratings incorporate our expectation that Olin will
proactively maintain liquidity and covenant cushions at
appropriate levels," S&P said.

"If macroeconomic conditions remain in their current low-growth
trajectory, we expect Olin's earnings growth and improving free
operating cash flow to continue for the next few quarters," Mr.
Gondha continued. "In this case, we would consider an upgrade in
the next year, for instance, if revenues improve by 5% and margins
increase 75 basis points, resulting in FFO to debt consistently
maintained around 30% to 40%. To support higher ratings, we would
also expect Olin to manage its liquidity, debt maturities, and
cash outlays in a way that supports credit quality. Nonetheless,
Olin's earnings are greatly exposed to commodity markets that are
subject to changes in economic conditions and to the balance
between supply and demand for its key products -- which constrains
credit quality prospects. We could revise the outlook to stable if
the U.S. economy falls into recession, demand slackens, ECU
pricing drops, or if credit measures do not improve as we
anticipated," S&P said.


ON THE JOB: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: On The Job Sports Cafe, LLC
          dba Jacksonville Catering
              Jacksonville Cafe
        325 Grand Street
        Paterson, NJ 07505

Bankruptcy Case No.: 11-41601

Chapter 11 Petition Date: November 1, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Melinda D. Middlebrooks, Esq.
                  MIDDLEBROOKS SHAPIRO & NACHBAR, P.C.
                  1767 Morris Avenue, Suite 2A
                  Union, NJ 07083
                  Tel: (908) 687-6161
                  Fax: (908) 687-9090
                  E-mail: middlebrooks@middlebrooksshapiro.com

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

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

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

The petition was signed by Michael W. Jackson, managing partner.


OPEN RANGE: Section 341(a) Meeting Scheduled for Nov. 22
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Open Range Communications Inc.'s Chapter 11 case on Nov. 22,
2011, at 1:00 p.m. (prevailing Eastern Time).  The meeting will be
held at J. Caleb Boggs Federal Building, 844 King Street, Fifth
Floor, Room 2112, Wilmington, Delaware

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                        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.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.


OPEN RANGE: Committee Retains Polsinelli Shughart as Counsel
------------------------------------------------------------
Open Range Communications Inc.'s official committee of unsecured
creditors asks the U.S. Bankruptcy Court for the District of
Delaware for permission to retain Polsinelli Shughart as counsel.

Upon retention, the firm will, among other things:

   a. provide legal advice with respect to the powers and duties
      available to the Creditors' Committee, an official committee
      appointed under section 1102 of the Bankruptcy Code;

   b. assist in the investigation of the acts, conduct, assets,
      liabilities and financial conditions of the Debtor, the
      operation for the Debtor's business, and any other matter
      relevant to this case or to the formation of a plan or plans
      of reorganization or liquidation; and

   c. prepare on behalf of the Creditors' Committee necessary
      applications, motions, complaints, answers, orders,
      agreements and other legal papers.

The primary attorneys and paralegals expected to represent the
Creditors' Committee and their respective hourly rates:

   Personnel                              Rates
   ---------                              -----
   Christopher A. Ward (Shareholder)       $440
   Justin K. Edelson (Associate)           $275
   Lindsey M. Suprum (Paralegal)           $190

Other personnel of the firm will be paid at these rates:

   Personnel             Rates
   ---------             -----
   Shareholder          $250-$475
   Associate            $175-$295
   Paralegal             $75-$200

Christopher A. Ward, Esq., a shareholder of Polsinelli Shughart,
attests that the firm is a "disinterested person," as that term is
defined in section 101(14) of the Bankruptcy Code.

                         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.  NHB
Advisors Inc. serves as the official unsecured committee's
financial advisor.  The petition was signed by Chris Edwards,
chief financial officer.


OPEN RANGE: Committee Retains NHB Advisors as Financial Advisor
---------------------------------------------------------------
Open Range Communications Inc.'s official committee of unsecured
creditors asks the U.S. Bankruptcy Court for the District of
Delaware for permission to retain NHB Advisors Inc. as financial
advisor.

Upon retention, the firm will, among other things:

   a. review and analyze the business, management, operations,
      properties, financial conditions, and prospects of the
      Debtor;

   b. review and analyze historical financial performance, and
      transactions between and among the Debtor, its creditors,
      affiliates, and other entities; and

   c. review the assumptions underlying the business plans and
      cash flow projections for the assets involved in any
      potential asset sale or plan of reorganization.

The primary members expected to represent the Creditors' Committee
and their respective hourly rates:

   Personnel                                 Rates
   ---------                                 -----
   Edward T. Gavin, CTP                       $550
   Ross Waetzman, CIRA                        $400

Hourly rates for the firm's principals, advisors, and associates
range from $250 to $600 per hour.

Edward T. Gavin, a principal at NHB Advisors, attests that the
firm is a "disinterested person," as that term is defined in
section 101(14) of the Bankruptcy Code.

                         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.
Polsinelli Shughart serves as the Creditors' Committee counsel.
The petition was signed by Chris Edwards, chief financial officer.


OPTIMUMBANK HOLDINGS: Officers/Directors Buy 4.7MM Common Shares
----------------------------------------------------------------
OptimumBank Holdings, Inc., previously reported, among other
items, the completion by the Company on Oct. 27, 2011, of an $8.3
million common stock offering in a private placement to individual
accredited investors, including approximately $1.9 million to
members of its Board of Directors.  The Private Placement
consisted of the sale of 20,639,250 shares of common stock at $.40
per share.

As part of the Private Placement, certain executive officers and
directors of the Company purchased 4,715,000 Common Shares,
amounting to $1,886,000, under identical terms as other investors
in the Private Placement, including the $.40 per share price paid
by Other Purchasers. The terms of the sales to, and purchases by,
the Related Parties are contained in separate but substantially
identical subscription agreements.  The Related Party Subscription
Agreements contain customary representations and warranties by the
Company, and terms substantially identical to the subscription
agreements entered into by Other Purchasers, including
registration rights for the Common Shares as previously described
in the Report.

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2011, showed
$176.15 million in total assets, $177.32 million in total
liabilities, and a $1.16 million total stockholders' deficit.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.


OXLEY DEVELOPMENT: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Oxley Development Company, LLC
        295 West Laurel Bluff Road
        Kingsland, GA 31548

Bankruptcy Case No.: 11-21338

Chapter 11 Petition Date: October 31, 2011

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

Debtor's Counsel: William S. Orange-LPO, III, Esq.
                  1419 Newcastle Street
                  Brunswick, GA 31520
                  Tel: (912) 267-9272
                  Fax: (912) 267-7595
                  E-mail: orangelaw@bellsouth.net

Scheduled Assets: $125,700,000

Scheduled Debts: $61,289,500

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/gasb11-21338.pdf

The petition was signed by Carl M. Drury, III, managing member.


PARTNERS MUTUAL: A.M. Best Places 'C++' FSR Under Review
--------------------------------------------------------
A.M. Best Co. has placed under review with positive implications
the financial strength rating (FSR) of C++ (Marginal) and issuer
credit rating (ICR) of "b" of Partners Mutual Insurance Company
(Partners) (Waukesha, WI), following the recent announcement by
Pennsylvania National Mutual Casualty Insurance Company (Penn
National) (Harrisburg, PA) that it has executed a definitive
agreement to affiliate with Partners.

Subsequent to the planned affiliation, Partners is expected to be
added into Penn National's current pooling agreement and become a
member of the pool, effective January 1, 2012.  Currently, Penn
National and its members have an FSR of A- (Excellent) and ICRs of
"a-" with a stable outlook.

The transaction is expected to close by year-end 2011, pending
customary closing conditions and approval by regulatory
authorities.  Partners' ratings will be removed from under review
following the addition of the company to Penn National's pool and
A.M. Best's discussions with management.

Partners, a regional property/casualty insurance company, will
continue to operate as a separate entity writing commercial and
personal lines in Wisconsin, Michigan and Iowa.  Partners will be
joining a larger, more diversified insurance group, which will
result in greater economies of scale and product enhancements for
the company.


PATRICIA KLUGE: Dec. 7 & Jan. 25 Auctions Proposed
--------------------------------------------------
William F. Schneider, the trustee in the joint Chapter 7
bankruptcy case of socialite Patricia Maureen Kluge and her third
husband, William Jay Moses, seeks to sell:

     -- two crouching cupids sculpted in Italian marble
        possibly in the 19th century

        The items were not scheduled by the debtors but their
        value is estimated by Samuel T. Freeman & Company to be
        between $4,000 and $6,000.  The trustee is not aware that
        the Personal Property is subject to any liens, claim
        or encumbrances.

        The Chapter 7 Trustee proposes a public auction to be
        conducted by Samuel T. Freeman & Company on Jan. 25, 2012,
        at 10:00 a.m. at 1808 Chestnut St., Philadelphia in the
        Main Floor Gallery. The auctioneer?s commission will be
        10% of the selling price plus reimbursement for insurance
        at 1.5% of the selling price and shipping costs not to
        exceed $400.  The auctioneer will bear all costs
        associated with the auction in the event the property does
        not sell, or if a sale is not approved by the Bankruptcy
        Court.

     -- 2009 Jeep Cherokee titled in the name of William J. Moses

        The value of the jeep as scheduled by the debtor is
        $19,760.  TD Auto Finance, LLC has filed a motion for
        relief from stay regarding the jeep and in its
        certification shows a value of between $13,625 and
        $19,325 for the Property.  William J. Moses has claimed
        $2,000 of the equity in the Personal Property exempt
        pursuant to Va. Code Section 34-26(8) and $1.00 exempt
        pursuant to 34-4.

        The sale will be by public auction to be conducted by
        Torrence, Read & Forehand Auctions at 523 Clay St.,
        Lynchburg on Dec. 7, 2011, at 12:30 p.m.  The auctioneer?s
        commission will be 10% of the selling price, plus the
        reasonable costs of moving, cleaning and preparing the
        Property for sale, if any, not to exceed $200.  The
        auctioneer will bear all costs associated with the auction
        in the event the property does not sell for the minimum
        price or more.

The U.S. Bankruptcy Court will consider the proposed auctions at a
Nov. 21 hearing.

Patricia Kluge is the ex-wife of the late billionaire John Kluge.
She and her third husband, William Moses, filed a Chapter 7
bankruptcy petition in Lynchburg, Virginia (Bankr. W.D. Va. Case
No. 11-61517) on June 15, 2011.  They estimated $1 million to
$10 million in assets and up to $50 million in debts.

The Chapter 7 Trustee may be reached at:

          William F. Schneider, Esq.
          WILLIAM F. SCHNEIDER
          P.O. Box 739
          Lynchburg, VA 24505
          Tel: 434-528-0411
          Fax: 434-845-3666


PHILLY ORCHESTRA: Wants Court to Halt Harassment From Musicians
---------------------------------------------------------------
Peter Dobrin at The Philadelphia Inquirer Classical Music Critic
reports that the Philadelphia Orchestra Association has asked a
U.S. Bankruptcy Court to stop the national musicians' pension fund
from harassing its donors.

According to the report, orchestra management said the American
Federation of Musicians and Employers Pension Fund is seeking
financial information from 16 philanthropists "only in a continued
effort to embarrass and harass the [association] and their
donors."  Such an inquiry will have a "tremendous and devastating
impact" on fund-raising, the association asserts.

The report says the orchestra estimates it needs to raise about
$165 million over several years to fund its bankruptcy case and
operating expenses in coming seasons, and to boost endowment to an
adequate level.

The report says the association attorney, Lawrence G. McMichael,
said it would not hold up the orchestra's exit from bankruptcy,
which he once forecast for Dec. 31 but now said would happen in
early 2012.

The report says the pension fund contends that determining the
size of the orchestra's "estate" -- the pool of money available to
creditors -- requires it to determine whether the "endowment owes
the estate money; whether the Debtors acted deliberately or in bad
faith, and if with others, with whom, to create or accelerate the
liquidity crisis that led them into bankruptcy; or whether the
Debtors commingled the funds in the general operating account,
which under relevant law could significantly increase the size of
the Debtors' estates."

The report says the fund said that it believed that more than
$20 million in endowment money was misclassified as restricted,
and, in letters to donors sent in late September, it sought
further documentation.  It has raised the possibility of putting
donors on the witness stand for questioning.

The report relates that, in its response, the association filed
affidavits from donors -- some of whom it says are "out of the
country for the winter" -- stating their intentions for the
money's use.  It says it has spent "countless hours and incurred
substantial expense" complying with the fund's requests for
information, producing "nearly three quarters of a million pages
of documents in a very short time."

                  About The Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series Inc. tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


PMI GROUP: Tries to Unravel Regulators' Takeover
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PMI Group Inc. is going to court in Arizona to seek
to unravel insurance regulators' takeover of its mortgage
insurance subsidiary PMI Mortgage Insurance Co.  The subsidiary
already had been barred from writing new policies when regulators
took over in October.

The holding company reported a net operating loss of
$412.1 million for the six months ended June 30.

The holding company's $250 million in 6% notes due 2106 traded
Nov. 8 at 27 cents on the dollar, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority.

The holding company's stock last traded on Oct. 21 at 31 cents on
the New York Stock Exchange. The three-year high was $7.20 on
April 15, 2010.

                          About PMI Group

Walnut Creek, Calif.-based The PMI Group, Inc., through its
subsidiary, PMI Mortgage Insurance Co. and its affiliated
companies, provides residential mortgage insurance in the United
States.

PMI posted a consolidated net loss of $134.8 million and $261.6
million for the second quarter and first six months of 2011,
respectively, compared to net losses of $150.6 million and $307.5
million for the corresponding periods in 2010.

In August 2011, Moody's Investors Service lowered the insurance
financial strength rating of PMI Mortgage Insurance Co. to Caa1,
from B3 following Arizona State Insurance Department's order
placing the company under regulatory supervision.  PMI's rating is
under review for possible downgrade.

Moody's noted that the Arizona Department of Insurance's order
placed PMI and PMI Insurance Co. (unrated) under regulatory
supervision and required that they stop writing new commitments
immediately.


PRESIDENT WASHINGTON: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: President Washington Academy, Inc.
        Paseo Damasco 1078
        Levittown, Toa Baja, PR 00919

Bankruptcy Case No.: 11-09413

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Ruben Gonzalez Marrero, Esq.
                  PMB 403, Calle 39 UU-1
                  Urb Sta Juanita
                  Bayamon, PR 00956
                  Tel: (787) 798-8600
                  E-mail: rgm@microjuris.com

Scheduled Assets: $1,295,463

Scheduled Debts: $1,795,007

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-09413.pdf

The petition was signed by Francisca Casiano, manager.


PRIME ENVIRONMENTAL: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Prime Environmental Services, Inc.
          dba Prime Contractors, Inc.
        358 Broadway
        Newark, NJ 07104

Bankruptcy Case No.: 11-41956

Chapter 11 Petition Date: November 2, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Sam Della Fera, Esq.
                  TRENK, DIPASQUALE, WEBSTER ET AL.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677
                  E-mail: sdellafera@trenklawfirm.com

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

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

The Company's list of its 17 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb11-41956.pdf

The petition was signed by Inno Obiorah, president.


PUNTA GORDA: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Punta Gorda Hotel, LLC
          dba Best Western Waterfront
        29850 Northwestern Highway, Suite 200
        Southfield, MI 48034

Bankruptcy Case No.: 11-68416

Chapter 11 Petition Date: November 1, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Geoffrey T. Pavlic, Esq.
                  STEINBERG SHAPIRO & CLARK
                  25925 Telegraph Road, Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: pavlic@steinbergshapiro.com

                         - and ?

                  Mark H. Shapiro, Esq.
                  STEINBERG SHAPIRO & CLARK
                  25925 Telegraph Road, Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: shapiro@steinbergshapiro.com

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

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

The Company's list of its 14 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb11-68416.pdf

The petition was signed by Amer Asmar, managing member.


QUALITY DISTRIBUTION: Reports $6.2 Million Net Income in Q3
-----------------------------------------------------------
Quality Distribution, Inc., reported net income of $6.18 million
on $199.29 million of total operating revenues for the three
months ended Sept. 30, 2011, compared with net income of $421,000
on $181.94 million of total operating revenues for the same period
during the prior year.

The Company also reported net income of $17.95 million on
$567.20 million of total operating revenues for the nine months
ended Sept. 30, 2011, compared with net income of $3.27 million on
$520.83 million of total operating revenues for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$304.31 million in total assets, $410.18 million in total
liabilities and a $105.87 million total shareholders' deficit.

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

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


QUANTUM CORP: To Hold Annual Advisory Vote on Exec. Compensation
----------------------------------------------------------------
At the 2011 Annual Meeting, Quantum Corporation's stockholders
voted on, among other matters, a proposal regarding the preferred
frequency of stockholder advisory votes on the compensation of the
Company's named executive officers.  As previously reported by the
Company, a majority of the votes cast were voted for holding such
advisory votes on an annual basis.  In consideration of the
outcome of this advisory vote, the Company's Board of Directors
decided that Quantum will hold an annual advisory vote on
executive compensation until the next stockholder advisory vote is
held on this matter.

                         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.


QUANTUM FUEL: Extends Maturity of WB QT Convert. Notes to Dec. 15
-----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwde, Inc., and its secured
lender, WB QT, LLC, entered into an Agreement and Amendment
pursuant to which the Company and WB QT agreed to amend the
maturity date for each of the three convertible promissory notes
held by WB QT to Dec. 15, 2011.  In consideration for WB QT's
execution of the Agreement, the Company agreed to provide WB QT
with a cash payment of $200,000 and a three year common stock
purchase warrant entitling WB QT to purchase up to 540,000 shares
of the Company's common stock at an exercise price of $2.12 per
share.  The exercise price of the Lender Warrant is subject to
customary anti-dilution provisions in the event of a stock split,
stock dividend or similar corporate event.

A full-text copy of the Agreement and Amendment is available for
free at http://is.gd/zo3MuP

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


RAY ANTHONY: Unable to Prosecute Plan, Wants Case Dismissal
-----------------------------------------------------------
Ray Anthony International, LLC, asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania to dismiss its Chapter 11
bankruptcy case.

The Debtor explains that during the administration of the case,
the Debtor sold the bulk of its crane rental/lease operations in
two separate motions for sale for its Texas and Pennsylvania
operations.  The two sales of the Debtor's assets resolved the
bulk of the claims in this Estate.  As a result, the Debtor no
longer has an ability to fund a feasible Plan of Reorganization.

The Debtor notes that were the case to be converted to Chapter 7,
the secured claim greatly exceeds the value of the real estate
interests and other assets.  The Debtor owes secured creditor
Huntington National Bank approximately $10,000,000, which has a
security interest in the remaining property of the estate.

The Debtor continues that neither Chapter 11 nor Chapter 7 will
serve any purpose for the Debtor or its creditors.

                 About Ray Anthony International

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.

The Bankruptcy Court has issued an order requiring the Debtor to
either file a Chapter 11 plan of reorganization or move to dismiss
the case on or before Oct. 28, 2011.

The Debtor has sold a large portion of its assets by way of the
B&G Crane Service, LLC and Red White and Blue Crane, LLC sales.

Certain funds from various sales of assets, including but not
limited to, B&G Crane Service, LLC, and Red White and Blue Crane,
LLC, have been placed in to escrow subject to being released and
paid only upon an order of the Bankruptcy Court or agreement by
the parties holding lien claims.  These funds will remain in
escrow under the same terms and conditions and will not be
released without Huntington's written consent.


RELLIM LLC: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Rellim LLC
        2442 NW Market St #333
        Seattle, WA 98107

Bankruptcy Case No.: 11-22838

Chapter 11 Petition Date: November 2, 2011

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

Judge: Timothy W. Dore

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  500 Union St Suite 502
                  Seattle, WA 98101
                  Tel: (206) 624-0088
                  E-mail: paralegal@jeffwellslaw.com

Scheduled Assets: $1,514,400

Scheduled Debts: $2,329,899

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb11-22838.pdf

The petition was signed by Arthur R. Miller, managing member.


RENEGADE HOLDINGS: Judge Halts CB Holdings' Buyout Offer
--------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that Judge William
Stocks approved on Nov. 4, 2011, the request of bankruptcy trustee
Peter Tourtellot to deny CB Holdings LLC's offer for Renegade
Holdings Inc., Renegade Tobacco Co. and Alternative Brands Inc.,
which have a combined 100 employees.

The report says Mr. Tourtellot said on Monday that the bankrupt
companies will refund CB Holdings' $250,000 deposit.  He said CB
Holdings could submit another bid, but he did not think it was
likely.  Although Mr. Tourtellot said there is no other interested
buyer, "it is fair to point out that our new plan could have many
different scenarios.  It is my intention to have a new plan of
reorganization ready to present to the bankruptcy court by
Christmas."

The report relates that Mr. Tourtellot said the CB Holdings deal
as it was structured was not in the best interest of creditors,
particularly Bank of the Carolinas Corp.

According to the report, the deal was projected to cost $16.1
million and was originally scheduled to close last week.  But CB
Holdings' cost of buying the manufacturers could have increased to
$17.98 million because of increased delinquent escrow demands by
National Association of Attorneys General for $16.7 million.

The report notes that would have left only $1.27 million to pay
Bank of the Carolinas' secured claim, administrative costs,
priority tax claims and unsecured claims, while CB Holdings would
have taken control of the companies.  Bank of the Carolinas said
it is owed just more than $3 million.

                     About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.

Gene Tarr also has been appointed as bankruptcy examiner.


RISHI AND MOONI: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Rishi and Mooni Limited Partnership
        3105 Hopkins Place
        El Dorado Hills, CA 95672

Bankruptcy Case No.: 11-45845

Chapter 11 Petition Date: October 31, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Anthony Smernes, Jr., Esq.
                  750 Hawkcrest Circle
                  Sacramento, CA 95835
                  Tel: (916) 719-3297

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

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

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

The petition was signed by Ravi Nandan Sanwal, general partner.


RIVER OF LIFE: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: River of Life Christian Church, Inc.
        13799 Warwick Boulevard
        Newport News, VA 23602

Bankruptcy Case No.: 11-51943

Chapter 11 Petition Date: November 1, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Stephen C. St. John

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: jliberatore@clrbfirm.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vaeb11-51943.pdf

The petition was signed by Reginald Lee, pastor, officer and
director.


RW LOUISVILLE: ORIX Capital Authorized to Foreclose Property
------------------------------------------------------------
The Hon. Thomas H. Fulton of the U.S. Bankruptcy Court for the
Western District of Kentucky approved the stipulation resolving
noteholder ORIX Capital Markets, LLC's motion to terminate the
automatic stay and for abandonment of RW Louisville Hotel
Associates, LLC' property.

The stipulation provides for, among other things:

   -- The noteholder is authorized to exercise any and all of its
state law rights and remedies with respect to the property and any
proceeds therefrom, including the foreclosure action pending in
Jefferson County Circuit Court.

   -- The Court consents to the appointment of receiver for the
Debtor's property.

   -- James Papovich will remain employed at the hotel for two
days after the receiver is on site at the hotel, and after that
will be available on call to assist the receiver with information
for 28 additional days.   Mr. Papovich's work during the
transition period will be for the limited purpose of assisting the
operational transition of the hotel to the receiver, or such other
duties as Mr. Papovich and the receiver will agree.

   -- the fee applications of Stoll Keenon Odgen are approved
which represents SKO's prepetition retainer, plus amounts escrowed
by the Debtor.

   -- Mr. Papovich and the Debtor will immediately seek to renew
the hotel's licenses with the Department of Alcoholic Beverage
Control to the extent ABC"s routine procedures permit Mr. Papovich
and the Debtor to do so.

   -- The entry of the agreed judgment and order of sale in the
foreclosure proceeding constitutes cause for dismissal of the
Chapter 11.

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

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

                        About RW Louisville

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky.
Case No. 10-35356) on Oct. 8, 2010.  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., J. Kent Durning, Esq., James S. Goldberg,
Esq., Lea Pauley Goff, Esq., and Matthew R. Lindblom, Esq., at
Stoll Keenon Ogden PLLC, in Louisville, Ky., assist RW Louisville
in its restructuring effort.  RW Louisville estimated its assets
and debts at $10 million to $50 million at the Petition Date.


SAAB AUTOMOBILE: GM Won't Renew Tech License With Chinese Buyers
----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that General Motors
Co. said Monday it will not continue a technology licensing
agreement with Saab Automobile AB if the $141.9 million sale of
the struggling Swedish automaker to two Chinese companies
announced last month is consummated.

Law360 relates that GM, which also supplies 9-4X vehicles and
components like power trains to Saab, said it would not allow
Saab's potential new owners -- Pang Da Automobile Trade Co. and
Zhejiang Youngman Lotus Automobile Co. -- access to its
proprietary technology.

                      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.


SALLY HOLDINGS: Plans to Sell $450 Million Sr. Notes Due 2019
-------------------------------------------------------------
Sally Holdings LLC intends to sell, subject to market and other
conditions, in a private placement to qualified institutional
buyers under Rule 144A and to non-U.S. persons under Regulation S,
under the Securities Act of 1933, as amended, $450.0 million
aggregate principal amount of Senior Notes due 2019. The Senior
Notes will be guaranteed by certain of the Company's domestic
subsidiaries who have guaranteed obligations under its senior
credit facilities, existing notes and other indebtedness.

The Company intends to use the net proceeds from this offering to
redeem $430.0 million aggregate principal amount of its
outstanding 9.25% senior notes due 2014, pursuant to the terms of
the indenture governing the 2014 notes, and to pay fees and
expenses incurred in connection with this offering and the
redemption.  The Company expects to complete the redemption on
Dec. 5, 2011, subject to certain conditions, including the
consummation of the offering of the Senior Notes.

The new Senior Notes have not been and will not be registered
under the Securities Act of 1933, as amended, or the securities
laws of any state and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements under the Securities Act and any
applicable state securities laws.

                        About Sally Holdings

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.

                          *     *     *

As reported by the TCR on Nov. 7, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sally Holdings LLC
to 'BB+' from 'BB'. The rating outlook is positive.

"Standard & Poor's Rating Services' rating reflects our view that
Sally Holdings, which is an indirect wholly owned subsidiary of
Sally Beauty Holdings Inc., will continue its positive momentum
with organic sales growth of 5% to 7%, positive comparable-store
sales, modest gross margin improvement, and continued debt
reduction, resulting in improving credit protection measures over
the next 12 months," said Standard & Poor's credit analyst Jayne
Ross.

It has 'B2' corporate family and probability of default ratings
from Moody's.


SALLY HOLDINGS: Moody's Says 'Ba3' CFR Unaffected by Upsizing
-------------------------------------------------------------
Moody's Investors Service stated that Sally Holdings LLC's (Sally)
ratings are unaffected by the announcement that it has upsized the
proposed senior unsecured note offering to $750 million from $450
million. However, the LGD rate on the proposed notes will be
changed to (LGD5, 78%) from (LGD5, 71%).

Proceeds from the proposed note offering will be used to
repurchase the company's existing senior unsecured notes due 2014,
senior subordinated notes due 2016, and pay fees and expenses
related to the transaction.

Sally's ratings are:

-- Corporate Family Rating at Ba3;

-- Probability of Default Rating at Ba3;

-- Senior secured term loan-B due 2013 at Ba2;

-- Proposed senior unsecured notes due 2019 at B1;

-- Speculative Grade Liquidity rating at SGL-1

These ratings are unchanged, but will be withdrawn at the
completion of the refinancing transaction:

-- Senior unsecured notes due 2014 at B1;

-- Senior subordinated notes due 2016 at B2

Sally Holdings LLC, based in Denton, Texas, is an international
retailer and distributor of beauty supplies. Products are
distributed through a network of over 4,000 stores in 10
countries. Revenues approached $3.2 billion for the latest twelve
month period ended June 30, 2011.


SAYLE VILLAGE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sayle Village Apartments, Ltd.
        405 Atlantis Rd, Suite B
        Cape Canaveral, FL 32920

Bankruptcy Case No.: 11-37022

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Melissa S. Hayward, Esq.
                  FRANKLIN SKIERSKI LOVALL HAYWARD LLP
                  10501 N. Central Expry, Ste. 106
                  Dallas, TX 75231
                  Tel: (972) 755-7104
                  Fax: (972) 755-7114
                  E-mail: MHayward@FSLHlaw.com

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

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

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

The petition was signed by Jim Kincaid, VP of Heritage Partners
Group IV, Inc., general partner.


SEA TRAIL: Has Until Dec. 27 to File Reorganization Plan
--------------------------------------------------------
Alan Blondin at TheSunNews.com reports that Sea Trail Corp. has
until Dec. 27, 2011, to submit a plan of reorganization with the
U.S. Bankruptcy Court for the Eastern District of North Carolina.

Non-governmental creditors have until Jan. 23 to file a claim.

TheSunNews.com reports that more than $17 million in claims have
already been filed, including nearly $16 million by Waccamaw Bank,
nearly $482,000 for unpaid taxes in Brunswick County, and $564,000
by a real estate agent believed to be tied to a $12.35 million
sale of a 12-acre tract of land in 2001.

                          About Sea Trail

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina
serves as counsel to the Debtor.  The Debtor reported $34,222,281
in assets and $22,174,201 in liabilities.


SEQUENOM INC: Incurs $18.4 Million Net Loss in Third Quarter
------------------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $18.37 million on $13.58 million of total revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$22.73 million on $11.68 million of total revenues for the same
period during the prior year.

The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."

"Results for the quarter demonstrate continued progress on the
initiatives we have implemented to enhance our revenue growth and
manage costs this year, and we expect to continue moving along
this positive trajectory as we enter the last quarter of 2011,"
said Paul V. Maier, Sequenom's CFO.  "Our dedicated approach to
innovation and commercial development, balanced with cash
management controls, has allowed us to realize growth while
focusing on our priority expansion programs for the near future."

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

                        http://is.gd/MZlXoz

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.


SHAJANAND INC: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Shajanand, Inc.
        300 Collins View Court
        Lawrenceville, GA 30043

Bankruptcy Case No.: 11-81708

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-81708.pdf

The petition was signed by Viral Pandya, president.


SHERITT INTERNATIONAL: DBRS Finalizes 'BB' Rating
-------------------------------------------------
DBRS has finalized its rating of BB (high) with a Stable trend for
$400 million of 8.000% senior unsecured debentures Series 1 due
November 15, 2018 (the New Senior Unsecured Notes) to be issued by
Sherritt International Corporation (Sherritt or the Company)
following the pricing of the New Senior Unsecured Notes and the
filing, on October 28, 2011, of a prospectus supplement to the
Company's short-form base shelf prospectus dated October 21, 2011.

The offering of the New Senior Unsecured Notes is expected to
close on or about November 2, 2011, subject to customary closing
conditions.  Sherritt is expected to use the net proceeds from the
sale of the New Senior Unsecured Notes to fund the redemption of
all of its outstanding $273.5 million of 7.875% senior unsecured
debentures due November 26, 2012 (the 7.875% Notes) and for
general corporate purposes.


SINCLAIR BROADCAST: Reports $19.3 Million 3rd Quarter Net Income
----------------------------------------------------------------
Sinclair Broadcast Group, Inc., reported net income of
$19.33 million on $180.86 million of total revenues for the three
months ended Sept. 30, 2011, compared with net income of $14.14
million on $186.45 million of total revenues for the same period
during the prior year.

The Company also reported net income of $52.93 million on
$552.12 million of total revenues for the nine months ended
Sept. 30, 2011, compared with net income of $42.09 million on
$541.63 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.56
billion in total assets, $1.68 billion in total liabilities and a
$125.35 million total stockholders' deficit.

"We are pleased to announce this morning that we entered into a
purchase agreement to buy the assets of Freedom Communications'
eight television stations for $385 million," commented David
Smith, President and CEO of Sinclair.  "We expect to fund and
close on the transaction late in the first quarter or early second
quarter of 2012, pending Freedom shareholder, antitrust and FCC
approvals.  Until that time and after receiving antitrust
approval, we will operate the stations pursuant to a local
marketing agreement.  The combination of the Freedom stations with
the Four Points stations would give us two full power stations in
the West Palm Beach market, which is Freedom's largest market.  It
is our intent to continue evaluating television station
transactions which are accretive and where we can use our
expertise and presence to improve profitability and competitive
position."

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

                        http://is.gd/Q2VOih

On Nov. 2, 2011, Sinclair Broadcast entered into a definitive
agreement to purchase the broadcast assets of Freedom
Communications for $385 million.  Freedom owns and operates eight
stations in seven markets.  The transaction is expected to close
late in the first quarter or early in the second quarter of 2012
subject to Freedom's shareholder approval which must be obtained
by Nov. 8, 2011, approval of the Federal Communications Commission
and customary antitrust clearance.  Following receipt of antitrust
approval of the transaction, which is expected to occur within 30
days, the Company will provide services to the stations pursuant
to a local marketing agreement.  The Company expects to finance
the purchase price, less a $38.5 million deposit payable upon
Freedom's shareholder approval, through either the bank or capital
markets.

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SM ENERGY: S&P Assigns 'BB' Rating to $350-Mil. Sr. Sec. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to SM Energy Co.'s proposed $350 million senior unsecured
notes due 2021. "We assigned a '4' recovery rating to this debt,
indicating our expectation of average (30% to 50%) recovery in a
payment default," S&P stated.

At the same time, we revised the recovery rating on the company's
existing $350 million senior unsecured notes due 2019 to '4' from
'3', which indicates our expectation of average recovery (30% to
50%) for lenders in a payment default. (For the complete recovery
analysis, see Standard & Poor's recovery report on SM Energy to be
published on RatingsDirect following the release of this report),"
S&P said

"Our 'BB' rating incorporates our expectation that SM Energy will
use the proceeds from the proposed notes to fund the redemption of
its senior convertible notes, which are callable on or after April
6, 2012, and for general corporate purposes," S&P said.

The rating on Denver-based SM Energy Co. (formerly St. Mary Land &
Exploration Co.) reflects what Standard & Poor's views as the
company's moderate financial leverage, growing exposure to liquids
production, and current position in the Eagle Ford Shale. The
ratings also incorporate SM Energy's poor reserve replacement and
high finding and development cost and the exploration and
production industry's highly cyclical and capital-intensive
nature. (For the corporate rating rationale, please see S&P's
summary analysis on SM Energy Co., published on June 1, 2011, on
RatingsDirect.)

Ratings List
SM Energy Co.
Corporate credit rating                  BB/ Stable/--

New Rating
Proposed $350 mil sr unscd nts due 2021  BB
  Recovery rating                         4

Revised Recovery Rating
                                          To            From
$350 mil sr convertible notes due 2019   BB            BB
  Recovery rating                         4             3


SOLYNDRA LLC: Miscellaneous Auction Brings in $6.2 Million
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC brought in $6.2 million last week by
auctioning off miscellaneous property not required for a buyer to
operate the business.

Mr. Rochelle notes that Solyndra's plant and the business itself
will go up for auction on Nov. 18.  No one is yet under contract,
so it's not known if buyers will attempt to resurrect the business
or simply buy equipment.

                       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: White House Slams Subpoena as 'Partisan Politics'
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the White House
pushed back against Republican-led efforts to subpoena documents
related to the loan guarantee given to solar company Solyndra LLC.

As reported in the Troubled Company Reporter on Oct. 11, 2011, Liz
Hoffman at Bankruptcy Law360 reports that House Republicans on
Friday again requested details about all loan guarantees made
under a U.S. Department of Energy program that backed a $535
million loan to Solyndra Inc., the solar energy company whose
unfolding bankruptcy has sparked criminal and congressional
investigations.

                        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.


SONG'S DENTISTRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Song's Dentistry, PC
        220 Horizon Drive, Ste. F
        Henderson, NV 89015

Bankruptcy Case No.: 11-27170

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: Charles T. Wright, Esq.
                  PIET & WRIGHT
                  3130 S. Rainbow Blvd., Suite 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  E-mail: tiffany@pietwright.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-27170.pdf

The petition was signed by Alex Song, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Alex Song, D.D.S., PC                  11-27166   10/31/11
Alex Young Song and Traci Ngoc Doan    10-29635   09/30/11
Horizon Nevada, LLC.                   10-29635   10/18/11


SOUTHERN SCHOOL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Southern School, LLC
        1650 Friendswood Lakes Blvd.
        Friendswood, TX 77546

Bankruptcy Case No.: 11-80573

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Ronald Julius Smeberg, Esq.
                  THE SMEBERG LAW FIRM PLLC
                  12002 Bandera Rd., Suite 102
                  Helotes, TX 78023
                  Tel: (866) 512-9928
                  Fax: (866) 568-4107
                  E-mail: Ronaldsmeberg@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-80573.pdf

The petition was signed by Kamlesh Hasmukh, managing member.


SOZO INVESTMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Sozo Investment Group, L.L.C.
        dba Sozo Properties L.L.C.
        dba Sozo Properties
        P.O. Box 740653
        Houston, TX 77274

Bankruptcy Case No.: 11-39423

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Thomas Baker Greene, III, Esq.
                  LAW OFFICE OF THOMAS B. GREENE III
                  2311 Steel St.
                  Houston, TX 77098
                  Tel: (713) 882-2312
                  E-mail: tbgreeneiii@msn.com

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

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

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

The petition was signed by Richard Rose, manager.


SPRINGWOOD APARTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Springwood Apartments, LLC
        1400 Gardina Street
        San Antonio, TX 78201

Bankruptcy Case No.: 11-53880

Chapter 11 Petition Date: November 1, 2011

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Raymond W. Battaglia, Esq.
                  Robert K. Sugg, Esq.
                  OPPENHEIMER, BLEND, HARRISON & TATE, INC.
                  711 Navarro, Sixth Floor
                  San Antonio, TX 78205
                  Tel: (210) 224 2000
                  Fax: (210) 224 7540
                  E-mail: rbattaglia@obht.com
                          rsugg@obht.com

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

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

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

The petition was signed by Roger Clive Dunn, manager.


SPRINT NEXTEL: Moody's Assigns 'B3' Rating to Sr. Notes Offering
----------------------------------------------------------------
Moody's Investors Service (Moody's) assigned a B3 rating to Sprint
Nextel's ("Sprint") proposed offering of Senior Unsecured Notes
and a Ba3 rating to Sprint's proposed offering of Junior
Guaranteed Unsecured Notes. The proceeds will be used for general
corporate purposes, the repayment of existing debt, network
expansion and modernization, and the potential funding of
Clearwire. Moody's has downgraded Sprint Nextel Corp's and Sprint
Capital Corp's senior unsecured ratings to B3 from B2 based on
Moody's belief that future debt offerings, including possible
vendor financing, will be senior to these securities. Moody's has
also raised Sprint's Speculative Grade Liquidity (SGL) Rating to
SGL-3 from SGL-4. Sprint's ratings remain under review for
downgrade.

RATINGS RATIONALE

While this financing improves the company's liquidity profile, the
combination of an aggressive network modernization plan, sizable
annual debt maturities, and the upfront costs associated with the
introduction of the iPhone will necessitate additional capital
raises over the next few years. The Ba3 rating assigned to
Sprint's proposed offering of Junior Guaranteed Unsecured Notes
reflects its seniority ahead of Sprint's Senior Unsecured Notes,
and it's subordinate ranking to the Senior Unsecured Guaranteed
Bank Credit Facility, which remains rated Ba1.

The SGL rating has been raised to SGL-3 from SGL-4, due to an
increase in cash from the proposed notes offerings, a recent
increase of $150 million to the total committed amount of its
revolving credit facility, and an amendment to the Credit
Facility's financial covenants modifying the definition of EBITDA
to permit Sprint to add back in its calculation of EBITDA certain
equipment net subsidy costs.

The review for downgrade will focus on the company's success in
raising the significant additional capital that will be required
for it to deploy LTE nationwide by early 2014. Moody's will also
evaluate the progress and impact of the company's plans to secure
sufficient spectrum for its future operations.

Given the review for downgrade, a rating upgrade is not expected.
However, the rating could be removed from review for downgrade if
Sprint makes significant progress in addressing future funding
requirements associated with its Network Vision Plan.

Sprint's ratings could be lowered if it fails to proactively
address future funding requirements, if adequate liquidity is not
maintained, if the network upgrade falls behind schedule or
doesn't yield the benefits promised or if its competitive position
deteriorates as evidenced by postpaid churn rising. Specifically,
if leverage was likely to exceed 6x on a sustained basis the
ratings could be downgraded.

Moody's has taken these rating actions:

   Issuer: Sprint Nextel Corp.

   -- Corporate Family Rating -- B1, unchanged

   -- Probability of Default Rating -- B1, unchanged

   -- Speculative Grade Liquidity Rating -- SGL-3, from SGL-4
      prior

   -- Outlook -- Ratings under review for Downgrade, unchanged

   -- Senior Unsecured Notes -- B3, LGD5 (79%) from B2, LGD5 (75%)

   -- Junior Guaranteed Unsecured Notes -- Assigned Ba3, LGD3
      (34%)

   -- Senior Unsecured Gtd. Bank Credit Facility -- Ba1, LGD2
      (14%) from Ba1, LGD2 (12%)

   Issuer: Sprint Capital Corp.

   -- Senior Unsecured Notes -- B3, LGD5 (79%) from B2, LGD5 (75%)

   Issuer: Nextel Communications Inc.

   -- Senior Unsecured Notes -- B1, LGD3 (45%) from B1, LGD3 (42%)

   Issuer: iPCS Inc.

   -- Senior Secured 1st Priority Notes -- B1, LGD4 (54%) from B1,
      LGD4 (50%)

   -- Senior Secured 2nd Priority Notes -- B3, LGD5 (79%) from B3,
      LGD5 (78%)

The principal methodology used in rating Sprint Nextel Corporation
was the Global Telecommunications Industry Methodology, published
December 2010. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology. Other methodologies used include
Loss Given Default for Speculative Grade Issuers in the US,
Canada, and EMEA, published June 2009 (and/or the Government-
Related Issuers methodology, published July 2010.


SPRINT NEXTEL: S&P Assigns 'BB' Rating to $2.5-Bil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Overland Park, Kan.-based
wireless carrier Sprint Nextel Corp.'s $2.5 billion of senior
guaranteed notes due 2018. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 revolving credit facility. The '2' recovery rating indicates
expectations for substantial (70%-90%) recovery in the event of
payment default.

"We also assigned a 'B+' issue-level rating and '4' recovery
rating to the company's $1 billion of senior notes due 2021, to be
issued under rule 144A with registration rights. The '4' recovery
rating indicates our expectation for average (30% to 50%) recovery
in the event of payment default. At the same time, we revised the
recovery rating on Sprint Nextel's existing senior unsecured debt
to '4' from '3' although the 'B+' issue-level rating is unchanged.
The company intends to use the net proceeds from the new notes for
general corporate purposes, which may include the refinancing of
outstanding debt, network modernization, and potential funding for
Clearwire," S&P related.

The corporate credit rating on Sprint Nextel is 'B+' and remains
unchanged, as does the negative outlook. "The rating continues to
reflect a 'highly leveraged' financial risk profile based on our
expectation for free operating cash flow losses through 2013 and
operating lease-adjusted leverage increasing to around 6x by 2012.
The ratings also reflect our assessment of the business risk
profile which remains 'fair. This assessment incorporates the
company's weak profitability measures relative to its peer group;
significant competition from other wireless carriers, which is
particularly important as the industry continues to show signs of
maturation; and elevated?albeit improving?customer churn rates.
Mitigating factors include Sprint Nextel's position as the third-
largest wireless carrier in the U.S., with a national footprint;
improving subscriber trends and rising average revenue per user
(ARPU), which should lead to modest revenue growth; and industry-
leading data penetration," S&P said.

Ratings List

Sprint Nextel Corp.
Corporate Credit Rating                B+/Negative/--

New Ratings

Sprint Nextel Corp.
Senior Secured
  $2.5 bil guaranteed notes due 2018    BB-
   Recovery Rating                      2
  $1 bil notes due 2021                 B+
   Recovery Rating                      4

Ratings Affirmed; Recovery Rating Revised
                                        To          From
Sprint Nextel Corp.
Nextel Communications Inc.
Sprint Capital Corp.
iPCS Inc.
Senior Unsecured                       B+          B+
                                        4           3


SPRINT NEXTEL: S&P Lowers Corporate Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Overland
Park, Kan.-based wireless carrier Sprint Nextel Corp., including
the corporate credit rating to 'B+' from 'BB-' and all issue-level
ratings. "At the same time, we removed all the ratings from
CreditWatch, where they were placed with negative implications on
Oct. 10, 2011. The outlook is negative. Total debt outstanding as
of Sept. 30, 2011 was approximately $18.5 billion," S&P said.

"The downgrade reflects our belief that costs associated with
Sprint Nextel's network modernization project and fourth-
generation (4G) wireless deployment will result in near-term
margin compression and higher capital spending," said Standard &
Poor's credit analyst Allyn Arden, "along with greater and more
persistent free operating cash flow (FOCF) deficits, and higher
leverage than we had assumed for the previous rating. As a result,
we are revising our financial risk profile to 'highly leveraged'
from 'aggressive.'"

"Furthermore, we believe the addition of the iPhone to Sprint
Nextel's device portfolio will result in incremental margin
pressure and that there is still strategic uncertainty related to
Sprint Nextel's relationship with majority-owned wholesale partner
Clearwire Corp. (CCC+/Negative/--)," S&P related.

Specifically, S&P's downgrade reflects these expectations:

    "We assume Sprint Nextel will experience continued margin
    pressure over the next two to three years due to significant
    subscriber acquisition costs associated with the iPhone, as
    well as expenses related to the accelerated network upgrade.
    We expect wireless margins to decline to the low-teens area in
    2012, from about 18% as of the third quarter of 2011, which
    was already lower than those of its peer group. Despite the
    potential for longer term benefits from the company's
    investments, we do not expect margins to meaningfully improve
    until 2014, at the earliest. While the iPhone could help lower
    churn and improve gross subscriber additions, the incremental
    EBITDA impact will likely not turn break-even until 2015," S&P
    related.

    "We believe FOCF will be negative due to lower levels of
    EBITDA and capital expenditures of at least $10 billion during
    2012-2013. Higher capital expenditures, in particular, are
    associated with the company's network upgrade and accelerated
    Long-Term Evolution (LTE) deployment. We assume that Sprint
    Nextel will have a FOCF deficit of at least $3 billion in 2012
    and $700 million in 2013 and will likely not turn positive
    until 2014, assuming subscriber growth and churn continue to
    show improvement," S&P said.

    "We assume operating lease-adjusted debt to EBITDA will likely
    approach 6.0x by 2012, from about 4.4x as of Sept. 30, 2011,
    although we believe that potential benefits from the network
    modernization project could result in EBITDA growth and
    leverage improvement to below 5x by 2014. Our projected
    leverage assumes the company maintains a minimum cash balance
    of $2 billion and raises at least $6 billion of debt to
    refinance over $4 billion of maturities and fund FOCF losses
    over the two years," S&P said.

    "Uncertainty related to the near-term sustainability of
    majority-owned Clearwire. During Sprint Nextel's investor
    conference on Oct. 7, 2011, the company indicated that it
    would not sell WiMax devices after 2012 and would not provide
    any commitment to future funding for 54%-owned Clearwire,
    which we believe will likely run out of cash in the first half
    of 2012 absent any additional external source of liquidity.
    While the companies subsequently announced a non-binding
    agreement to ensure their LTE networks work together, which
    could pave the way to an extension of their wholesale
    arrangement, currently the agreement expires in 2012 and we
    consider Clearwire to be at risk of default in the next year.
    Should Clearwire be forced to restructure, Sprint Nextel may
    lose its share of Clearwire's spectrum licenses, which would
    be valuable given Sprint Nextel's 4G plans. Additionally, we
    estimate that about 8 million of Sprint Nextel's customers are
    currently on Clearwire's network through their wholesale
    arrangement," S&P related.

"In addition to the financial risk profile, which we now consider
highly leveraged, the ratings also reflect our assessment of the
business risk profile, which remains 'fair.' This assessment
incorporates the company's weak profitability measures relative to
its peer group; significant competition from other wireless
carriers, which is particularly important as the industry
continues to show signs of maturation; and elevated?albeit
improving?customer churn rates. Mitigating factors include Sprint
Nextel's position as the third-largest wireless carrier in the
U.S., with a national footprint; improving subscriber trends and
rising average revenue per user (ARPU), which should lead to
modest revenue growth; and industry-leading data penetration," S&P
said.

Sprint Nextel's operating performance has picked up over the past
few years because of growth on the code division multiple access
(CDMA) network, which added 265,000 customers during the third
quarter of 2011. Improving trends on the CDMA network are
partially the result of higher gross subscriber additions and
lower customer churn, which was 1.91% in the quarter, but is still
high compared with that of its peers. "Sprint Nextel recently
signed a four-year agreement with Apple to sell the iPhone, which
could help the company reduce churn and contribute to increasing
gross subscriber trends over the next few years. Still, we believe
there is a risk that maturing industry conditions, increased
competition from its primary competitors AT&T Mobility and Verizon
Wireless, and ongoing subscriber losses on the iDEN network could
constrain overall post-paid subscriber growth over the next couple
of years. Moreover, despite the potential benefits of having the
iPhone as part of its device portfolio, customer acquisition costs
in the form of upfront device subsidies will be substantial and
will likely constrain overall profitability measures at least
until 2015," S&P said.

Sprint Nextel's pre-paid service continues to perform well,
including 485,000 net adds during the September 2011 quarter, and
helped contribute to overall subscriber growth. The company is
using a multibrand strategy targeting different customer segments.
The Virgin Mobile pre-paid service appeals to younger customers
through its trendy handsets and enhanced data capabilities while
its Boost Unlimited product offers unlimited minutes for a flat
rate with no contracts or termination fees. Nevertheless, longer
term growth prospects are largely uncertain and the company may be
challenged to effectively compete against more established
carriers in this market, including MetroPCS Communications Inc.
and Leap Wireless International Inc. Moreover, maturing industry
conditions could result in increased priced-based competition in
this segment.

"Sprint Nextel plans to accelerate the overhaul of its wireless
network and deploy 4G wireless technology under the LTE standard
using 10 MHz of spectrum in the 1.9 GHz band, which we believe
will result in slower speeds than existing 4G offerings, until it
can migrate CDMA traffic to its 800 MHz spectrum licenses. To
upgrade its network, it will phase out the iDEN platform,
integrate network equipment, and aggregate multiple spectrum bands
onto a single multimode base station. Additionally, the company
plans to invest in next-generation backhaul solutions such as
microwave and Ethernet," S&P said.

There is a large margin differential between Sprint Nextel and its
peer group, especially given that it is running multiple networks.
As of the third quarter of 2011, Sprint Nextel's wireless margin
was about 18%. The network modernization project will aim to
address this, although the potential benefits may not arrive until
2014, at the earliest. By overhauling its network, it can save on
backhaul expense, rent, utilities, and the number of cell sites in
use.

"Operating lease-adjusted debt to EBITDA was about 4.4x as of
Sept. 30, 2011, and we expect leverage to approach 6.0x in 2012,
which is somewhat high for the 'B+' rating level given our
business risk assessment. However, we expect leverage to moderate
to the low-5x area in 2013. Our leverage calculation adjusts for
the present value of operating lease payments and unfunded
pensions and other retirement benefit obligations, which add about
$9.4 billion to reported debt," S&P said.

"We consider Sprint Nextel's liquidity adequate, according to our
criteria. Sources of liquidity consist of about $4 billion of
cash, $1 billion of availability under the $2.25 billion senior
unsecured credit facility, and our expectation of funds from
operations of at least $3.5 billion in 2012. The remaining portion
of the revolver is primarily used to support the $1.1 billion
letter of credit by the FCC for the spectrum rebanding process.
Cash uses are likely to include capital expenditures of at least
$5 billion in 2012, although this figure depends on customer
growth and timing related to its network modernization project,
and debt maturities of $2.25 billion," S&P said.

Sprint Nextel's senior unsecured credit facility has a total
leverage covenant of 4.50x, which steps down to 4.25x after March
31, 2012, and a minimum interest coverage covenant of 3.00x until
maturity. The credit facility allows the company to add back about
$2.7 billion in aggregate to EBITDA over the next 18 months to
exclude net subsidy costs. "We believe these covenants should
provide the company with at least 15% to 20% headroom over the
next year," S&P said.

The outlook is negative. "Despite improving operating trends,
including higher ARPU and lower churn, we expect leverage to
approach 6x by year-end 2012, which is high for the rating level
given our current business risk assessment of fair. Moreover, we
believe the company's subpar profitability relative to its peer
group, and high capital expenditures over the next few years
leaves little room for execution missteps as the company upgrades
its network and expands its device portfolio. As such, we could
lower the ratings if the EBITDA margin declines below 10% because
of costs associated with the iPhone, network modernization project
or other factors, or if leverage does not show a trajectory to
improve to around 5x after peaking in 2012," S&P stated.

"Additionally, we could lower the ratings if maturing industry
conditions and increased competition result in higher churn,
pricing pressure and accelerating post-paid subscriber losses.
These factors could result in a revision of the business risk to
'weak' from 'fair'. While unlikely in the near term, we could
revise the outlook to stable if the network modernization project
yields significant margin benefits and the company can demonstrate
sustainable momentum in post-paid subscriber growth," S&P related.


SSI GROUP: Meeting of Creditors Adjourned to Nov. 9
---------------------------------------------------
The U.S. Trustee for Region 3 has adjourned to Nov. 9, 2011,
at 2:00 p.m., the meeting of creditors in the Chapter 11 cases of
SSI Group Holding Corp., et al.  The meeting will be held at J.
Caleb Boggs Federal Building, Room 2112, 844 King Street,
Wilmington, Delaware.

The meeting was previously scheduled for Oct. 26.

On Sept. 14, 2011, SSI Group Holding Corp. sought bankruptcy
protection (Bankr. D. Del. Case No. 11-12917) in Wilmington,
Delaware, after months of lackluster performance at its two
struggling restaurant chains, which combined operate about 120
locations, and its debts mounted to $47.5 million.  Judge Mary F.
Walrath presides over the case.  SSI reported $23.9 million in
assets as of Aug. 28, 2011.  The Debtor is represented by
Proskauer Rose LLP and Cozen O'Connor as counsel and Morgan Joseph
TriArtisan LLC as financial advisors.

SSI is behind two southern restaurant chains -- the healthy Souper
Salad chain and "comfort food"-serving Grandy's restaurants.

Affiliates Super Salad, Inc. (Case No. 11-12918), SSI-Grandy's LLC
(Case No. 11-12919), and Souper Brands, Inc. (Case No. 11-12920),
also sought Chapter 11 protection on Sept. 14, 2011.

The Debtors hope to use the bankruptcy cases to sell their
Grandy's chain to an affiliate of Sun Capital Partners (or a
higher bidder) and to sell their Souper Salad chain to a to-be
determined buyer (no stalking horse bidder has been identified).

U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the chapter 11 cases of SSI Group Holding Corp. and
its affiliates.


SUPERMEDIA INC: Posts $35 Million Net Income in 3rd Quarter
-----------------------------------------------------------
SuperMedia Inc. reported net income of $35 million on $399 million
of operating revenue for the three months ended Sept. 30, 2011,
compared with net income of $36 million on $489 million of revenue
for the same period during the prior year.

The Company also reported net income of $100 million n $1.25
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with net income of $94 million on $1.53 million of
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.83 billion in total assets, $2.75 billion in total liabilities,
and a $924 million total stockholders' deficit.

"During the third quarter we maintained the operating margin
improvements we saw in the first half of the year," said
SuperMedia CEO Peter McDonald.  "While I'm disappointed in the top
line results, I am pleased with our continuing efforts in
attacking the cost structure and I'm encouraged by the early
progress we are seeing from our sales and marketing initiatives as
we approach 2012."

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

                        http://is.gd/jeMmDt

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts.  The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


SUPERMEDIA INC: S&P Puts 'CCC+' CCR on Watch Negative
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based SuperMedia Inc. to 'CCC+' from 'B-' and
placed the rating on CreditWatch with negative implications.
"Negative implications indicate that we could lower or affirm the
rating," S&P related.

"We also lowered our issue-level rating on the company's senior
secured credit facility to 'CCC' from 'B-'. At the same time, we
revised the recovery rating on the senior secured debt to '5' from
'4'. The '5' recovery rating indicates our expectation of modest
(10% to 30%) recovery for lenders in the event of a payment
default," S&P related.

"The rating action is based on the company's continued weak
operating performance and its announcement of a proposed
amendment, which would allow subpar repurchases of its term debt,"
said Standard & Poor's credit analyst Chris Valentine. "The term
loan is trading at a significant discount to the par value, which
suggests a high probability of a subpar buyback. Under Standard &
Poor's criteria, we would view these subpar buybacks as tantamount
to a default."

"The 'CCC+' rating reflects our view that the business will
continue to decline for the foreseeable future," added Mr.
Valentine. "We believe the ongoing weak economy and negative
secular trends affecting print yellow pages advertising will
result in mid-teen percent revenue declines over the intermediate
term, and even greater EBITDA declines, contributing to steadily
declining discretionary cash flow relative to total debt. We
continue to assess SuperMedia's business risk profile as
vulnerable, principally because of the significant risks of
continued secular declines in the print directory sector. We view
the financial risk profile as highly leveraged, based on trends of
steady erosion of EBITDA and cash flow, and refinancing risk in
2015 surrounding the company's credit facility, which had $2.075
billion outstanding as of Sept. 30, 2011."

SuperMedia, the second-largest directory publisher in the U.S.,
sells advertising solutions to its clients primarily in its print
directories, online sites, mobile application, and direct
marketing programs. "Our rating assumptions incorporate our view
that print directory advertising will continue to shrink as a
component of small business advertising, and decline in absolute
terms. Despite our expectation that the company will continue to
transition a sizable share of its customers to its online
offerings over time, we expect increased competition in the online
channel compared with print. This is a good place to talk about
how much more efficient online is for many local advertisers, who
can no longer afford print," S&P said.

On an adjusted pro forma non-GAAP basis (which eliminates the
impact from fresh-start accounting subsequent to the company's
emergence from bankruptcy), revenues dropped 18%, while EBITDA
fell 8.7% in the three months ended Sept. 30, 2011, adjusting for
a one-time tax benefit in 2010 EBITDA would have increased 5%.
"Under our base case scenario, we expect revenue and EBITDA over
the next 12 months will show, respectively, mid- and low-teen
percentage drops, reflecting ongoing advertising declines due to a
continued shift toward fast and efficient digital platforms," S&P
related.

Total debt to EBITDA, adjusted for operating leases and
postretirement obligations, was 3.9x for the 12 months ended Sept.
30, 2011, and EBITDA coverage of interest expense was about 2.4x
over the same period. "Our base case scenario assumes that
SuperMedia's credit metrics will continue to deteriorate in the
second half of 2011 and through 2012, incorporating the above
revenue and EBITDA assumptions, despite possible debt repayment
from discretionary cash flow. In 2012, we expect adjusted leverage
to rise above 4x and adjusted interest coverage to remain in the
low-2x area, as discretionary cash flow continues to deteriorate,"
S&P said.

As of Sept. 30, 2011, the company had cash balances of $267
million and is generating substantial but declining discretionary
cash flow. Standard & Poor's expects that SuperMedia's
discretionary cash flow will continue to decline over the next two
to three years as operating trends pressure revenue and cash flow.
"Nonetheless, given cash balances and current trading levels of
the company's debt, we feel that management has a strong incentive
to take out debt at prices below par," S&P said.

Debt maturities are minimal over the next several years. The term
loan matures on Dec. 31, 2015, and has no required amortization,
aside from a cash flow sweep of 67.5% of excess cash flow. "We
believe there is significant risk surrounding the company's
ability to refinance the full face value of its 2015 maturing
debt," S&P stated.

"Upon completion of the amendment, we expect to lower the
corporate credit rating to 'CC'. After the commencement of a
subpar repurchase of term debt, we anticipate lowering the rating
to 'SD' (selective default) and the issue-level rating on the
company's senior secured credit facilities to 'D'. As soon as
possible thereafter, we will reassess SuperMedia's business
outlook and financial profile and assign new ratings. If the
proposed amendment is not approved, we would likely affirm rating
at 'CCC+' with a negative outlook, given our view of business
prospects and the continued strong incentive for future subpar
repurchases," S&P stated.


TELECONTINUITY INC: Court Won't Hear Mayberg/Nobska Venture Suit
----------------------------------------------------------------
Bankruptcy Judge Paul Mannes declined to hear counterclaims lodged
in the adversary proceeding, LOUIS M. MAYBERG and NOBSKA VENTURE
PARTNERS I, LP Plaintiffs and Defendants-in-Counterclaim, v. WWC
CAPITAL FUND II, LP, IN ITS CAPACITY AS COLLATERAL AGENT FOR WWC
CAPITAL FUND II, L.P., WWC CAPITAL FUND II-A, L.P., WWC
TELECONTINUITY SPV, LP AND RONALD C. HAMMOND; WWC FUND II, LP; WWC
FUND II, LP-A; WWC TELECONTINUITY SPV, LP; and RONALD C. HAMMOND,
JR. Defendants and Plaintiffs-in-Counterclaim, Adv. Proc. No.
10-00694.  In a Nov. 1, 2011 Memorandum of Decision, available at
http://is.gd/9m6F86from Leagle.com, the judge said the conversion
of Telecontinuity Inc.'s case to a case under Chapter 7 brought
with it the introduction of a Chapter 7 trustee as an independent
fiduciary for the estate.  The Chapter 7 trustee has sought
approval a settlement agreement resolving WWC's claims against the
estate.  According to the judge, the issues remaining in the
adversary proceeding are in a posture that strains the court's
jurisdictional limits.  Being entirely between non-debtor parties,
and not arising under the Bankruptcy Code, the proceeding can only
be said to be one that distantly relates to the case, and is no
longer pertinent to the administration of the estate.  To the
extent that the proceeding alleges actions that harmed the debtor,
that cause of action has been released by the Chapter 7 trustee.
Approval of the settlement accomplishes the subordination sought
by the Plaintiffs.  The Counterclaims go to the classification of
the Plaintiffs' claims against the estate, also the province of
the Chapter 7 trustee through the claims objection process.  In
the Court's view, the balance of the claims between the parties
does not necessarily affect the bankruptcy estate but are more in
the nature of alternative avenues of relief for the parties in
view of the demise and insolvency of the debtor.  The Court has no
jurisdictional basis for adjudicating such claims.

Telecontinuity filed for Chapter 11 bankruptcy (Bankr. D. Md. Case
No. 10-12513) on Feb. 5, 2010.


TAYLOR BEAN: WARN Act Settlement Initially Approved
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Taylor Bean & Whitaker Mortgage Corp. received
preliminary approval from the bankruptcy court last week for
settlement of a class-action lawsuit on behalf of workers who
didn't receive the required 60-day warning of mass firings.
On behalf of almost 3,000 workers who lost their jobs, a
$21.4 million claim was filed.  The settlement requires a
creditors' trust to set aside $15 million for payment to former
workers as a priority claim arising during the Chapter 11 case.

According to the report, the plaintiffs' lawyers believe the
settlement represents 70% recovery for the priority portion of the
claim.  Notice of the proposed settlement will be given to workers
included in the class.  The bankruptcy judge will hold another
hearing on Dec. 2 for final approval.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TELLICO LANDING: DIP Loan Hearing Continued Until Nov. 10
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
has continued until Nov. 10, 2011, at 9:30 p.m., to consider
Tellico Landing, LLC's request to obtain credit.

As reported in the Troubled Company Reporter on Sept. 16, 2011,
asked that the Court allow it to obtain credit by deeming that it
has a senior lien on a Tennessee resort property that is subject
to the lien of Wind River Investments, LLC.

The Debtor related that it needs $2.7 million in additional
funding, which will be used, among other things, to market lots in
the Rarity Pointe Resort located in Lenoir City, Tennessee, owned
by the Debtor.  The Resort has 184 residential lots, some vacant
tracts, and a golf course.  However, the Debtor's $6.7 million
debt to Wind River for the lots and tracts in the Resort Property
is secured by a first priority Deed of Trust on the real property.

The Debtor related that it has obtained a conditional commitment
from Heritage Solutions, LLC, to provide a secured $2.7 million
financing.  However, the financing is conditioned on the Court
approving that the Debtor has a senior lien on the Resort Property
that is subject to the lien of Wind River.

The Debtor maintained that Wind River's interest in the Resort is
adequately protected by the $30 million value of the real
property.  In addition, the Debtor is reserving $350,000 for
interest payments to be made to Wind River starting September
2011.

The Debtor noted that as lots are released for sale, it will pay
certain sums to the DIP Lender to obtain lot releases.  Upon the
DIP Lender being repaid, the release will be paid to Wind River.

At the Nov. 10 hearing, the Court will also consider creditor
WindRiver Investments, LLC's motion to appoint trustee in the
Debtor's case.

                       About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, filed for
Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed in the Tellico case because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


TENET HEALTHCARE: Moody's Rates New Sr. Secured Notes at 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 3, 39%) rating to
Tenet Healthcare Corporation's (Tenet) proposed offering of $750
million of senior secured notes. Moody's understands that the
proceeds of the offering will be used to repurchase the company's
9% senior secured notes due 2015 and fund transaction costs.
Moody's existing ratings of the company, including the B2
Corporate Family and Probability of Default Rating remain
unchanged. The proposed issuance is not expected to meaningfully
increase Tenet's leverage while the tender for the 9% senior notes
will alleviate refinancing risk by significantly reducing the
block of debt due in 2015, the nearest material maturity. The
ratings outlook remains positive.

Following is a summary of Moody's rating actions.

Ratings assigned:

6.25% senior secured notes, B1 (LGD 3, 39%)

Ratings unchanged:

9.0% senior secured notes due 2015, B1 (LGD 3, 39%) (expected to
be withdrawn at the close of the transaction)

10.0% senior secured notes due 2018, B1 (LGD 3, 39%)

8.875% senior secured notes due 2019, B1 (LGD 3, 39%)

6 3/8% senior notes due 2011, Caa1 (LGD 5, 86%)

6.5% senior notes due 2012, Caa1 (LGD 5, 86%)

7 3/8% senior notes due 2013, Caa1 (LGD 5, 86%)

9 7/8% senior notes due 2014, Caa1 (LGD 5, 86%)

9 1/4% senior notes due 2015, Caa1 (LGD 5, 86%)

8% senior notes due 2020, Caa1 (LGD 5, 86%)

6 7/8% senior notes due 2031, Caa1 (LGD 5, 86%)

Corporate Family Rating, B2

Probability of Default Rating, B2

Speculative Grade Liquidity Rating, SGL-2

RATINGS RATIONALE

Tenet's B2 Corporate Family Rating remains constrained by Moody's
expectation of modest free cash flow generation and continued high
geographic concentration. Furthermore, industry challenges like
high bad debt expense, weak volume trends and changes in mix as
commercial volumes decline, will likely challenge organic growth.
However, the rating also incorporates Moody's expectation that the
company will continue to see improvements in operating
performance, driven by cost savings initiatives and benefits from
capital investment.

Moody's could upgrade the rating if the company is able to
effectively manage growth of the business such that leverage
remains at or below the current level while earnings growth
continues to result in improving credit metrics.

Moody's could downgrade the rating if a decline in operating
performance results in an expectation that debt to EBITDA will
rise above 5.5 times or if free cash flow, prior to discretionary
reinvestment in the business, is expected to be negative.
Furthermore, a significant debt financed acquisition could result
in a downgrade of the ratings.

For further details, refer to Moody's Credit Opinion for Tenet
Healthcare Corporation on moodys.com.

The principal methodology used in rating Tenet Healthcare
Corporation was the Moody's Global For-Profit Hospital Industry
Methodology published in September 2008. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Please see the Credit Policy page on www.moodys.com for a copy of
these methodologies.

Tenet, headquartered in Dallas, TX, is one of the largest for-
profit hospital operators by revenues. At September 30, 2011 the
company operated 49 general hospitals and a critical access
hospital in 11 states. Tenet generated revenue from continuing
hospital operations of approximately $9.5 billion for the twelve
months ended September 30, 2011.


TENET HEALTHCARE: S&P Assigns 'BB-' Rating to $750MM Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Dallas-based Tenet
Healthcare Corp.'s proposed $750 million senior secured notes due
2018 its 'BB-' issue-level rating (two notches above the 'B'
corporate credit rating on the company). "We also assigned the
notes a recovery rating of '1', indicating our expectation of
very high (90% to 100%) recovery for lenders in the event of a
payment default. The company plans to use the proceeds to
refinance existing debt," S&P said.

The corporate credit rating on Tenet is 'B' and the outlook is
stable. "The rating reflects our view of the company's weak
business risk as the benefits of a fairly sizable portfolio of 49
hospitals are undercut by uncertain reimbursement, significant
uncompensated care, weak patient volume trends and concentration
in certain markets, many of which are competitive. We view Tenet's
financial risk profile as aggressive, even though there has been a
recent reduction in debt to EBITDA to 4.5x. This has contributed
to the generation of free cash flow since last year. (For the
latest complete corporate credit rating rationale, see Standard &
Poor's research report on Tenet published July 20, 2011 on Ratings
Direct)," S&P related

Rating List

Tenet Healthcare Corp.

Corporate credit rating             B/Stable/--

Rating Assigned
$750 mil sr secd nts due 2018       BB-
  Recovery rating                    1


TIMBER CREEK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Timber Creek Inn & Suites and Convention Center, Ltd.
        1060 Cindy Lane
        Sandwich, IL 60548

Bankruptcy Case No.: 11-84812

Chapter 11 Petition Date: November 4, 2011

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

Judge: Manuel Barbosa

Debtor's Counsel: G. Alexander McTavish, Esq.
                  MYLER, RUDDY & MCTAVISH
                  105 E. Galena Boulevard, 8th Floor
                  Aurora, IL 60505
                  Tel: (630) 897-8475
                  Fax: (630) 897-8076
                  E-mail: alexmctavish@mrmlaw.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-84812.pdf

The petition was signed by Ralph E. Webb, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
W B Holdings, LLC                     11-84813            11/04/11


TOWNSENDS INC: Hearing on Final Fee Applications Nov. 22
--------------------------------------------------------
On Oct. 13, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered an amended order converting Townsends Inc.'s
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code.

The deadline to object to a final fee application will be 20 days
from the Oct. 28, 2011 filing deadline.

A hearing to consider all timely filed final fee applications will
be held on Nov. 22, 2011, at 1:00 p.m.

A copy of the conversion order, as amended, is available for free
at http://bankrupt.com/misc/townsendsinc.dkt966.pdf

As reported in the TCR on Oct. 10, 2011, the U.S. Bankruptcy Court
for the District of Delaware granted Townsends Inc.'s request to
convert its bankruptcy from Chapter 11 to a Chapter 7 liquidation,
but gave the company a week to tie up loose ends before putting a
trustee in charge.

The conversion will be effective Oct. 13, 2011, and U.S.
Bankruptcy Judge Christopher Sontchi will appoint a trustee to
oversee liquidation of the company's remaining assets.

                       About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Specialty Foods -- and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on
Dec. 19, 2010.  As of Dec. 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.  No trustee or
examiner has been appointed in the Debtors' bankruptcy cases.

The Debtors sold virtually all of their assets in two Asset Sale
transactions which closed on Feb. 25, 2011.  The purchasers were
Omtron, Ltd., and Peco Foods, Inc.

On Oct. 4, 2011, the Delaware Bankruptcy Court signed an order n
converting the Debtor's Chapter 11 case to a liquidation in
Chapter 7 where a trustee will be appointed automatically.


TRAILER BRIDGE: Extends Wells Fargo Forbearance Pact to Nov. 14
---------------------------------------------------------------
Trailer Bridge, Inc., entered into Amendment No. 1 to each of the
Forbearance Agreements dated Oct. 15, 2011, related to its
revolving credit facility and term loan and security agreement by
and among Wells Fargo Bank, N.A., in its capacity as agent, and
the financial institutions from time to time party thereto.

The Revolving Credit Facility provides, among other things, that
the failure of the Company to refinance its Senior Secured Notes
by Oct. 15, 2011, is an event of default.  As of Nov. 3, 2011, the
Company has not refinanced its Senior Secured Notes.  The Loan
Agreement provides that an event of default under the Revolving
Credit Facility is an event of default under the Loan Agreement.

The Amendments provide that the Lenders agree to forbear
exercising their rights and remedies until Nov. 14, 2011,
provided no additional events of default occur.  In exchange for
the Amendments, the Company paid a fee of $20,000 and executed a
general release in favor of the Lenders and Wells Fargo for any
claims related to the Revolving Credit Facility and the Loan
Agreement that the Company had prior to or as of the date of the
Amendments.  Failure to cure the default by Nov. 14, 2011, will
result in the acceleration of the obligations due under the
Revolving Credit Facility and the Loan Agreement.  As of Oct. 31,
2011, approximately $4.4 million was drawn on the Revolving Credit
Facility and $4.9 million was drawn on the Loan Agreement.

If the Company is unable to cure the event of default or obtain a
waiver or additional forbearance and the amounts due are
accelerated, such acceleration, if uncured, may be considered an
event of default giving rise to acceleration of the amounts due
under the Company's Senior Secured Notes.

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc., is an integrated
trucking and marine freight carrier that provides freight
transportation between the continental U.S., Puerto Rico and the
Dominican Republic.

BDO USA, LLP, in Miami, Fla., expressed substantial doubt about
Trailer Bridge's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
working capital deficit resulting from the current maturities of
long term debt.

The Company reported a net loss of $2.3 million on $118.2 million
of revenues for 2010, compared with net income of $2.6 million  on
$114.3 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed
$105.62 million in total assets, $119.54 million in total
liabilities, and a $13.92 million total stockholders' deficit.

                        Bankruptcy Warning

If the Company's cash flow and capital resources are insufficient
to fund its debt service obligations, including refinancing the
Notes due Nov. 15, 2011, the Company could face substantial
liquidity problems and might be forced to reduce or delay capital
expenditures, dispose of material assets or operations, seek to
obtain additional equity capital, restructure or refinance its
indebtedness.  In the event that the Company is required to
dispose of material assets or operations to meet its debt service
obligations, the Company said it cannot be sure as to the timing
of those dispositions or the proceeds that it would realize from
those dispositions.  Further, the Company said it cannot provide
assurance that it will be able to restructure or refinance any of
its indebtedness or obtain additional financing, given the
uncertainty of prevailing market conditions from time to time.
Such alternative measures may not be successful and may not permit
the Company to meet its scheduled debt service obligations. In
such an event, the Company may be forced to file for protection
under federal bankruptcy laws.

If the Company is able to restructure or refinance its
indebtedness or obtain additional financing, the Company
anticipates that the economic terms on which such indebtedness is
restructured, refinanced or obtained will not be as favorable to
the Company as its current indebtedness and may include an equity
component that could include a change of control.

                          *     *     *

As reported by the TCR on May 25, 2011, Moody's Investors Service
downgraded Trailer Bridge, Inc.'s Corporate Family and Probability
of Default ratings two notches to Caa2 from B3.  The ratings
downgrade was prompted by Trailer Bridge's upcoming maturities
comprising the majority of the company's debt structure over the
next twelve months combined with insufficient liquidity sources to
satisfy these obligations absent a refinancing.

In the Nov. 4, 2011, edition of the TCR, Standard & Poor's Ratings
Services raised its long-term corporate credit rating on Trailer
Bridge Inc. to 'CC' from 'SD' and placed it on CreditWatch with
negative implications.  The 'CC' rating on Trailer Bridge's senior
secured notes remains unchanged and on CreditWatch with negative
implications.

The rating actions reflect confidential information that Trailer
Bridge has made available to Standard & Poor's regarding its debt
obligations.  The company's senior secured notes mature on
Nov. 15, 2011.


TRANSMATRIX, INC.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: TransMatrix, Inc.
        570 E. Higgins Road, Suite 200
        Elk Grove Village, IL 60007-1431

Bankruptcy Case No.: 11-44880

Chapter 11 Petition Date: November 3, 2011

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Mark R. Schottler, Esq.
                  SCHOTTLER & ASSOCIATES
                  10 S. LaSalle Street, Suite 1130
                  Chicago, IL 60603
                  Tel: (312) 236-7200
                  Fax: (312) 284-4575
                  E-mail: mark@schottlerlaw.com

Scheduled Assets: $1,042,872

Scheduled Debts: $1,176,019

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-44880.pdf

The petition was signed by Thomas S. Wagner, president.


TRIANGLE MAINTENANCE: Case Summary & Creditors List
---------------------------------------------------
Debtor: Triangle Maintenance Service, LLC
        2044 Highway 182 West
        P.O. Box 2313
        Columbus, MS 39701

Bankruptcy Case No.: 11-15142

Chapter 11 Petition Date: November 3, 2011

Court: U.S. Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  E-mail: cmgeno@hjglawfirm.com

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

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

The Company?s list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/msnb11-15142.pdf

The petition was signed by Scott C. Hannon, managing member.


TRIN INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Trin Investments, Inc.
        2900 Attala Road 1010
        Kosciusko, MS 39090

Bankruptcy Case No.: 11-15141

Chapter 11 Petition Date: November 3, 2011

Court: U.S. Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  E-mail: cmgeno@hjglawfirm.com

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

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

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

The petition was signed by James Clanton Lindsay, Jr.,
president/owner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
James Clanton Lindsay, Jr.            --                  11/03/11


UNIGENE LABORATORIES: Messrs. Miller & Bloom Retire from Board
--------------------------------------------------------------
Marvin L. Miller and Mr. Allen Bloom each retired as directors of
Unigene Laboratories, Inc.  Board Member Joel A. Tune replaces Mr.
Miller as Chairman of the Nominating and Corporate Governance
Committee and Board Member Zvi Eiref replaces Mr. Bloom as
Chairman of the Audit Committee.  Board Member Theron (Ted)
Odlaug, Ph.D., is the now Chairman of the Compensation Committee.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $21.79
million in total assets, $76.33 million in total liabilities and a
$54.53 million total stockholders' deficit.


UNITY 343: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Unity 343, Ltd.
        dba Walnut Creek Apartments
        11411 Green Plaza Dr
        Houston, TX 77038-1445

Bankruptcy Case No.: 11-39296

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Lawrence J. Maun, Esq.
                  LAWRENCE J MAUN PC
                  4545 Mt. Vernon
                  Houston, TX 77006
                  Tel: (713) 251-3720
                  Fax: (713) 481-0831
                  E-mail: lmaun@maunlaw.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-39296.pdf

The petition was signed by Paul M. Parakkattil, president of
Strong Unity Investments, Inc., general partner.


VILLA NUEVA-2008: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Villa Nueva-2008 LLC
        aka Westwood Apartments
        6259 Norcross Tucker Road
        Tucker, GA 30084

Bankruptcy Case No.: 11-81631

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: David G Bisbee, Esq.
                  LAW OFFICE OF DAVID G. BISBEE
                  2929 Tall Pines Way
                  Atlanta, GA 30345
                  Tel: (770) 939-4881
                  Fax: (770) 783-8595
                  E-mail: bisbeed@bellsouth.net

Scheduled Assets: $6,811,695

Scheduled Debts: $11,974,770

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb11-81631.pdf

The petition was signed by Gideon Levy, managing member.


VITRO SAB: Bonds Trading Above Value in Proposed Reorganization
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that defaulted bonds issued by Vitro SAB are trading at
prices above what some analysts estimate is the value of the
restructuring offered to creditors in the reorganization in
Mexico.  Bondholders have a lawsuit pending in New York state
court seeking a declaration that nothing that occurs in the
Mexican courts can alter obligations of non-bankruptcy Vitro
subsidiaries on the $1.2 billion in defaulted bonds.  The
bondholders argued a summary judgment motion in state court on
Nov. 7.  The judge didn't say when he would rule.

                          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. 0-47477); 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
US$55 million.


VMA HOSPITALITY: Case Summary & 22 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: VMA Hospitality, LLC
        1911 Sullivan Road
        College Park, GA 30337

Bankruptcy Case No.: 11-81801

Chapter 11 Petition Date: November 1, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: J. Carole Thompson Hord, Esq.
                  John A. Christy, Esq.
                  SCHREEDER, WHEELER & FLINT, LLP
                  1100 Peachtree Street, NE, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 954-9858
                  Fax: (404) 681 1046
                  E-mail: chord@swfllp.com
                          jchristy@swfllp.com

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

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

A copy of the list of 22 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb11-81801.pdf

The petition was signed by Chiraagbhai Patel, member/manager.


WASHINGTON MUTUAL: Noteholder Mediation to Continue 2 Weeks More
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Raymond T. Lyons, a U.S. Bankruptcy Judge in Trenton,
New Jersey, is evidently achieving some success in mediating
disputes between Washington Mutual Inc. and the noteholders who
proposed a competing yet defective reorganization plan.

Mr. Rochelle recounts that after U.S. Bankruptcy Judge Mary F.
Walrath wrote a 139-page opinion in September finding defects and
refusing for a second time this year to approve competing
reorganization plans for WaMu, she appointed Judge Lyons to
mediate.

Brian Rosen of Weil Gotshal & Manges LLP, an attorney for
Washington Mutual, described the mediation -- conducted by U.S.
Bankruptcy Judge Raymond Lyons -- as fruitful and positive at the
hearing, but said additional time was needed to see whether a
settlement was possible, according to Bankruptcy Law360.

Judge Walrath granted Judge Lyons' request to continue mediation
another two weeks.

                     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.


WAXAHACHIE HERITAGE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Waxahachie Heritage Partners, LLC
        100 North College
        Waxahachie, TX 75165

Bankruptcy Case No.: 11-37024

Chapter 11 Petition Date: October 31, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Nathan Matthew Johnson, Esq.
                  SPECTOR & JOHNSON, PLLC
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 239-4260
                  Fax: (214) 237-3380
                  E-mail: njohnson@spectorjohnson.com

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

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

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

The petition was signed by Derek Howard, member.


W B HOLDINGS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: W B Holdings, LLC
        1060 Cindy Lane
        Sandwich, IL 60548

Bankruptcy Case No.: 11-84813

Chapter 11 Petition Date: November 4, 2011

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

Judge: Manuel Barbosa

Debtor's Counsel: G. Alexander McTavish, Esq.
                  MYLER, RUDDY & MCTAVISH
                  105 E. Galena Boulevard, 8th Floor
                  Aurora, IL 60505
                  Tel: (630) 897-8475
                  Fax: (630) 897-8076
                  E-mail: alexmctavish@mrmlaw.com

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

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

The Company?s list of its eight largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-84813.pdf

The petition was signed by Ralph Webb, member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Timber Creek Inn & Suites and
Conventions Center, Ltd.              11-84812            11/04/11


WEST CORP: Files Amendment No.8 to Form S-1
-------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission Amendment No.8 to Form S-1 registration statement
relating to an initial public offering of shares of common stock
of West Corporation.  No public market for the Company's common
stock has existed since its recapitalization in 2006.

The Company is offering [   ] of the shares to be sold in the
offering.  The selling stockholders identified in this prospectus
are offering an additional [   ] shares of common stock.  The
Company will not receive any of the proceeds from the sale of the
shares being sold by the selling stockholders.

A full-text copy of the amended prospectus is available for free
at http://is.gd/36AQCK

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

The Company's balance sheet at Sept. 30, 2011, showed $3.22
billion in total assets, $4.14 billion in total liabilities, $1.64
billion in Class L common stock, and a $2.56 billion total
stockholders' deficit.

Deloitte & Touche LLP, in Omaha, Nebraska, expressed an
unqualified opinion on the Company's Annual Report for the year
ended Dec. 31, 2010.  In the auditor's opinion, the information
set forth in the accompanying condensed consolidated balance sheet
as of Dec. 31, 2010, is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has
been derived.

                          *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WEST FRASER: DBRS Confirms Issuer Rating at 'BB'
------------------------------------------------
DBRS has confirmed the Issuer Rating of West Fraser Timber Co.
Ltd. (West Fraser or the Company) at BB (high), with a Stable
trend.  The confirmation reflects the fact that the Company's
financial profile remains compatible with the current rating,
despite renewed weakness in operating performance in 2011.
Furthermore, the Company has been actively deleveraging its
balance sheet.  The stronger balance sheet increases the Company's
ability to handle a further decline in earnings in the near term
and still maintain credit metrics within the current rating range.
DBRS has also confirmed the recovery rating on West Fraser's
Secured Debentures at RR3, which corresponds to an instrument
rating of BB (high).  The trend is Stable.

Persistent weak market conditions have derailed the Company's
recovery, and operating results in the first nine months of 2011
were well below the comparable year-ago period.  All business
segments reported weaker results in 2011, and, unsurprisingly,
lumber, the Company's largest business, was among the worst
performers.  The U.S. housing market and residential construction
activities have struggled near record-low levels since the
financial crisis in 2008, and the timing of a sustainable
turnaround is highly uncertain.  Weak industry fundamentals have
depressed the demand for and pricing of lumber.  On top of this,
higher log and fuel costs and a strong Canadian dollar have
further affected the Company's Canadian lumber operations.  The
timing of a sustainable turnaround is highly uncertain, and the
near-term outlook is not encouraging.  Headwinds facing the
Company include (1) still very weak housing market fundamentals.
The U.S. economy is facing the rising odds of a 'double dip'
recession.  A weak labour market and the large unsold house
inventory further weigh on demand; (2) a potential slowdown in the
demand for lumber from China due to tightening credit conditions;
(3) high global pulp inventory levels pressuring pricing; and (4)
a strong Canadian dollar.  DBRS expects West Fraser's operating
performance to remain under stress in 2012; the Company is likely
to show a moderate year-over-year decline in earnings.

Nevertheless, West Fraser has been actively paying down debt with
free cash flow and de-risking its financial profile over the past
few years.  The ratio of gross debt-to-total capitalization has
declined to below 18% at the end of September 2011.  In addition,
the Company has consistently demonstrated its ability to generate
free cash flow (before working capital), despite weak operating
performance.  Although operating results were weaker in the first
nine months of 2011, all debt coverage metrics remained strong for
the current rating.  Moreover, the low leverage increases the
Company's ability to maintain credit metrics acceptable to the
current rating even with a further moderate decline in earnings.

DBRS believes that the worst is over for the current cycle in the
residential construction industry.  Although operating results at
West Fraser are expected to weaken moderately in the near term,
they should still be well above the lows seen before 2010.  In
addition, the Company has ample liquidity (cash and available
credit facility totalling over $700 million at the end of
September 2011) to weather the current weak market conditions.
Hence, DBRS expects the Company's financial profile to remain
compatible with the current rating despite further deterioration
in operating performance.

The current rating is also supported by the Company's stable
business profile.  West Fraser is the largest lumber producer in
North America, with strong exposure to the West Coast and southern
United States.  It is also one of the lowest-cost producers.  The
Company has a solid position in pulp, which provides a degree of
business diversity, and has recently stepped up its investment
program to modernize its operating assets.  West Fraser is well
positioned to benefit from the eventual upturn in the U.S. housing
industry.  The long-term outlook for the U.S. residential
construction market remains positive, supported by macro trends
such as household formation.  The U.S. housing market will indeed
recover ? only the timing is uncertain.

DBRS has simulated a default scenario for West Fraser in order to
analyze the potential recovery for the Company's secured debt in
the event of default.  The scenario assumes a prolonged period of
severe economic conditions regardless of how hypothetical or
unlikely the conditions may be, in which product demand and prices
plummet.  EBITDA quickly declines and turns negative over the
forecasted period. DBRS assumes that the Company would be
reorganized as a going concern in the event of default, and has
thus derived a recovery rating of RR3 for the secured debt, which
corresponds to recovery prospects of between 50% and 70%.


WHIRLPOOL CORP: Moody's Affirms Sr Subordinated Rating at (P)Ba1
----------------------------------------------------------------
Moody's Investors Service revised Whirlpool's Corporations outlook
to stable from positive due to weakening demand trends throughout
the world. The Baa3 senior unsecured rating and Prime-3 commercial
paper rating are affirmed.

"Whirlpool is likely to face additional operating performance
challenges in the near to mid-term as purchases for appliances,
other than for replacement purchases, remain uncertain" said Kevin
Cassidy, Senior Credit Officer at Moody's Investors Service.
Moody's is also concerned about the retrenchment in demand seen in
Latin America in the third quarter.

Because of Moody's expectation of diminished cash flow and
profitability in the near to mid-term, the ratings are unlikely to
be upgraded in the next 12--18 months. "We think demand
contraction in the US and in Europe could accelerate if macro
economic factors such as consumer confidence continue to
deteriorate and the macro economy remains uncertain," Cassidy
added. "But, similar to what happened in early 2010 and 2011, we
believe demand will improve once the macro economy gets better."
Moody's thinks the restructuring actions Whirlpool announced last
week should enable it to improve operating margins and cash flow
in 2012 and beyond and give it credit metrics that are
commensurate with a Baa3 rating.

RATING RATIONALE

Whirlpool's Baa3 rating reflects its significant scale with
revenue approaching $19 billion, considerable geographic
diversification throughout the world, a very strong brand name and
good liquidity profile. The rating also reflects good credit
metrics, excluding the one-time Brazilian payment dispute charge,
with retained cash flow to net debt around 20% and debt/EBITDA
about 3.5 times. Because of overall demand contraction and high
raw material costs, Moody's thinks credit metrics will likely
remain at about the same levels over the next 12-18 months. The
ratings are constrained by the risks associated with high raw
material costs and the impact this has on profitability and cash
flow. The continued uncertainty in discretionary consumer spending
for low and mid-tier consumers is also a risk, as is the fragility
of the global macro economy. Softening demand trends in Brazil
also pose a risk.

If Whirlpool can improve its profitability and credit metrics to
pre-recession levels or better on a sustained basis in the face of
less demand, high raw material prices and concerns over the global
macro-economy, its rating could be upgraded. Specifically, an
upgrade would require debt/EBITDA approaching 2.5 times, EBITA
margins close to 7%, and retained cash flow to net debt sustained
at 30% or higher (all metrics incorporating Moody's standard
accounting adjustments).

Ratings could be downgraded if North America, European or Latin
America appliance demand materially decreases or Whirlpool is not
able to reconfigure its cost structure to match lower demand
levels or operating performance otherwise weakens. Key credit
metrics that could drive a downgrade would be debt/EBITDA
sustained above 4 times, EBITA margins approaching 3%, retained
cash flow to net debt sustained below 20% or sustained negative
free cash flow. A rapid deterioration in liquidity or adoption of
a more aggressive financial policy could also trigger a downgrade.

The stable outlook reflects Moody's belief that Whirlpool will
continue to realign its cost structure to match anticipated demand
levels. Moody's also expects Whirlpool to continue to increase
prices as needed to offset high raw material costs, maintain a
strong liquidity profile, and maintain credit metrics appropriate
for its Baa3 rating.

These ratings were affirmed:

Senior Unsecured at Baa3;

Senior Unsecured (Shelf) at (P) Baa3;

Senior Subordinated (Shelf) at (P) Ba1;

Commercial Paper at Prime-3

The principal methodology used in rating Whirlpool was the Global
Consumer Durables rating methodology published in October 2010.

Based in Benton Harbor, MI, Whirlpool Corporation manufactures and
markets a full line of major appliances and related products
including laundry appliances, refrigerators and freezers, cooking
appliances and other appliance products. The company markets
products under several brands including Whirlpool, Maytag,
KitchenAid and several others. Revenue approximated $18.8 billion
for the twelve months ended September 30, 2011.


* Commercial Real Estate Loans Continue to Drive Bank Failures
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that continuing
commercial real estate distress drove 11 bank failures last month,
according to new data, marking a sharp increase from the seven and
six banks that respectively went under in August and September.


* Bankruptcies Stay on Downward Trend
-------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 111,500 bankruptcy filings of all types in
October were 14% fewer than the same month in 2010 although 5.7%
more than August and September.  October's bankruptcies were about
6% fewer than the monthly average for 2011, according to data
compiled from court records by Epiq Systems Worldwide, the default
rate on junk-rated debt inched up 0.1% in October to 1.9%.  In the
U.S., the junk default rate remained at 2% in October, according
to a report from Moody's Investors Service.  The percentage of
companies with debt trading at distress levels rose to 29.5% in
October compared with 24.6% in September, Moody's said.

According to the report, bankruptcy filings of all types are on
pace to total about 1.42 million this year, or some 9% fewer than
2010 as a whole.  Continuing this year's pattern, commercial
filings are dropping even faster.  In October, commercial
bankruptcies of all types were 20% below October 2010 although
3.3% more than September.  Chapter 11 filings, where larger
companies reorganize or sell assets, totaled 911 in October, or
5.3% below the month a year before. Chapter 11 filings for 2011 as
a whole are on a pace to come in 15% below the 13,700 in 2010.
Again last month, the states with the highest per capita
bankruptcies were Nevada, Tennessee, and Georgia.  Bankruptcies
are declining this year in every state.


* Moody's Says Junk Default Rate Ticks Higher to 1.9% in October
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the global default
rate among junk-rated entities increased in October, according to
a monthly report from Moody's Investors Service.

Moody's reported there have been 21 defaults through October this
year on debt it rated, compared with 45 in the same period last
year.  So far this year there have been 1.18 million bankruptcies
of all types, compared with 1.56 million for 2010 as a whole.


* Thomas P. Ogden Joins Wollmuth Maher & Deutsch LLP
----------------------------------------------------
Wollmuth Maher & Deutsch LLP disclosed Thomas P. Ogden has become
a member of the Firm in the Litigation & Dispute Resolution Group,
effective October 1, 2011.

Mr. Ogden, 55, retired from Davis Polk & Wardwell as of Sept. 30,
2011 after 28 years, including 20 as a partner.  At Wollmuth
Maher, he will continue his career in litigating major securities,
bankruptcy, and other complex commercial matters.

David Wollmuth, a co-founder of Wollmuth Maher, stated: "Tom and I
have known each other for over 25 years and, in the years we
worked together at Davis Polk, Tom had a profoundly positive
influence on my career.  There is no keener legal mind, and we
anticipate that Tom will play a key role in the continued growth
and development of our Firm."

Mr. Ogden commented: "I am very fortunate to have this opportunity
to open a different phase of my career by joining many old and new
friends at Wollmuth Maher.  My former Davis Polk partners and I
have over the years often worked with Wollmuth Maher, and I look
forward to strengthening the relationship between the firms and
adding to Wollmuth Maher's outstanding litigation practice."

Mr. Ogden's more recent representations include:

Represented major investment bank as plaintiff in 2010 New York
state court action to enforce gas and currency swaps with Mexican
industrial counterparty; summary judgment for plaintiff.

Represented private equity sponsor as defendant in 2010 Minnesota
federal court fraudulent conveyance action arising out of
portfolio company bankruptcy; settled favorably following
mediation.

Represented major investment bank as plaintiff in obtaining
restraining order in New York state court action for fraud against
private equity investor, and in related foreign ancillary
proceedings in New Jersey Bankruptcy Court.  In re Grand Prix
Associates Inc., 2009 Bankr. LEXIS 1779 & 2009 Bankr. LEXIS 1239
(Bankr. D.N.J. 2009).

Represented bank group defendants in expedited discovery and trial
of claims arising out of the leveraged buyout of Clear Channel
Communications. BT Triple Crown Merger Co. v. Citigroup Global
Markets, Inc., 862 N.Y.S. 813 (N.Y. Sup. Ct. 2008).

                  About Wollmuth Maher & Deutsch

Wollmuth Maher & Deutsch -- http://www.wmd-law.com/--
is a 30-lawyer firm with offices at 500 Fifth Avenue, New York,
NY, and One Gateway Plaza in Newark, NJ. The Firm strives to
understand the unique nature and specific needs of each client's
business, enabling the Firm to provide innovative solutions in a
timely and cost-effective manner. Wollmuth Maher takes pride in
its close relationships with clients, and is committed to playing
an integral role in helping them reach their goals.  The Firm
organizes its practice into five departments: Litigation & Dispute
Resolution, Corporate, Bankruptcy & Restructuring, Tax, and Real
Estate.  The Firm's collaborative approach ensures that the
necessary legal expertise and resources are engaged to achieve the
best possible results for our clients.


* McDonald Hopkins Attracts Six Attorneys in Six Months
-------------------------------------------------------
Former Circuit Court Judge, Jorge J. Perez, who was appointed to
the bench by Governor Jeb Bush and most recently was a partner at
Gordon & Rees LLP, has joined the Miami office of McDonald Hopkins
LLC as a Member and Chair of the newly formed National
Receivership Practice Group at the business advisory and advocacy
law firm.

Perez is among six attorneys who have joined the firm's Miami
office since it opened six months ago.  South Florida is a
strategic business market for McDonald Hopkins, which has had an
office in West Palm Beach since 2004.

"We are delighted that our new Miami office is attracting such
outstanding legal talent at a fast pace. Jorge is a renowned
attorney and respected former judge who brings a wealth of
knowledge to our clients," said Raquel A. "Rocky" Rodriguez,
managing member of the Miami office.  "His receivership team has
made a significant mark in the South Florida legal community, and
McDonald Hopkins provides a great platform for expansion of that
practice.  He will be leading a team of attorneys with an
impressive depth of receivership experience."

Perez, who was chair of Gordon & Rees' National Receivership
group, has extensive litigation experience in state, federal and
administrative courts on the trial and appellate levels.  He
served as Circuit Court Judge in the 11th Judicial Circuit, Miami-
Dade County, Florida for more than four years.  During that time,
Perez presided over nearly 100 Jury and Bench trials to verdict or
ruling.  Since leaving the Bench to return to private practice in
2007, Perez has received numerous court appointments as Receiver,
Special Magistrate, Special Master, and Mediator.  His broad
expertise includes receiverships, special magistrate appointments
and other fiduciary appointments, as well as arbitration,
mediation, and commercial litigation.

Earlier, Perez served as assistant district counsel at the
Department of Homeland Security in Miami where he represented the
U.S. government in all forms of federal immigration administrative
and judicial proceedings.  A recipient of the Miami District
Office's Superior Achievement Award in 2001, Perez was the lead
prosecutor in a successful high profile anti-terrorist case as
well as dozens of high profile and complex immigration matters.

Perez earned a J.D., with honors, from the University of Florida
in 1988 and a B.B.A., magna cum laude, from the University of
Miami in 1984. He is AV rated as preeminent by Martindale-Hubbell.
Jorge Perez can be reached at 305.704.3976 or
jperez@mcdonaldhopkins.com.

Attorney Sara M. Paris, who worked with Perez at his previous
firm, joined McDonald Hopkins as an associate in the Litigation
Department.

                      About McDonald Hopkins

McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- has an 80-
year history and employs more than 135 attorneys.  The firm has
offices in Chicago, Cleveland, Columbus, Detroit, Miami, and West
Palm Beach.  Comprehensive legal services are provided by teams of
specialized attorneys and professionals in areas such as business
law, litigation, business restructuring and bankruptcy, estate
planning, government affairs, healthcare, intellectual property,
labor and employment, and mergers and acquisitions.  Service and
industry specialties are designed to meet the growing challenges
that clients face in an increasingly competitive environment.


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

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-240-629-3300

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

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

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


                           *********

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.


                  *** End of Transmission ***