TCR_Public/111114.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, November 14, 2011, Vol. 15, No. 316

                            Headlines

1911 NEW: Case Summary & 6 Largest Unsecured Creditors
A DOG SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
ANFUSO & FARMER: Case Summary & 5 Largest Unsecured Creditors
ARDSLEY VILLAGE: Case Summary & 5 Largest Unsecured Creditors
ALEXANDER GALLO: Court OKs Cooley as Creditors Committee's Attys.

ALT HOTEL: Access to Sr. Lender's Cash Collateral Ends Dec. 23
AMES DEPARTMENT: Exclusive Plan Period Extended Until April
ANTS SOFTWARE: Signs Forbearance Agreement with Inventa, et al.
ARCTIC GLACIER: In Restructuring Talks With Lenders
B&G FOODS: Moody's Assigns 'Ba2' Rating to Credit Facility

BERNARD L. MADOFF: Picard Maneuvering for Appeal on Dismissal
BIG WHALE: Modified Plan Approved After Stipulation With Banks
BLUEKNIGHT ENERGY: Reports $28.6 Million Third Quarter Net Income
BLUFFS-VEST, LLC: Case Summary & 3 Largest Unsecured Creditors
BON-TON STORES: S&P Affirms 'B' Corporate Credit Rating

BONAVIA TIMBER: Sec. 341(a) Creditors' Meeting Set for Dec. 6
BORDERS GROUP: Accord Pegs Random House Claim to $35 Million
BORDERS GROUP: Amends Liquidation Plan Sponsored With Committee
BORDERS GROUP: To Sell Singapore License to Berjaya for $200,000
BORDERS GROUP: Popular Demands License Per Auction Results

BOWE BELL: Retiree Committee Taps Stahl Cowen as Counsel
BRAY & JAMISON: Lawsuit Over Anloc Contract Removed to Bankr. Ct.
BRAY & JAMISON: Sec. 341 Creditors' Meeting on Nov. 28
C & M RUSSELL: Wants to Use Rent Proceeds Through April 2012
BROOKLYN NAVY: S&P Lowers Senior Debt Rating to 'B'

C & M RUSSELL: Sec. 341(a) Creditors' Meeting Set for Nov. 30
CABI SMA: Seeks Extension of Solicitation Period to Jan. 23
CARBON RESOURCES: Court Sets Nov. 14 Disclosure Statement Hearing
CAROLINA WINGS: Case Summary & 20 Largest Unsecured Creditors
CARPENTER CONTRACTORS: Can Use Cash Collateral Until January 2012

CHARLESTON ASSOCIATES: Stipulation on Cash Collateral Use Approved
CIMA LLC: Section 341(a) Meeting Scheduled for Nov. 29
COMPASS DIVERSIFIED: Moody's Affirms 'Ba3' Corp. Family Rating
COSI INC: Board Still Ignoring Request for Meeting, Says BLUM
CROSS BORDER: Red Mountain Discloses 36.5% Equity Stake

CROSSOVER FINANCIAL: Wants Bowman's Case Dismissal Plea Denied
CRYSTAL ROSE: Case Summary & 6 Largest Unsecured Creditors
CUSTOM HOUSING: Voluntary Chapter 11 Case Summary
DEAN FOOD'S: Moody's Says Ba3 Rating Unaffected by Impairment
DECORATOR INDUSTRIES: Final Cash Collateral Hearing Wednesday

DELTA PETROLEUM: In Negotiations to Restructure its Debt Load
DELTATHREE INC: Incurs $872,000 Third Quarter Net Loss
DICKENS 123: Case Summary & 20 Largest Unsecured Creditors
DIRECTBUY INC: S&P Cuts Ratings Further on Restructuring Concerns
DYNEGY INC: Fitch Lowers Holdings' IDR to 'D' After Bankruptcy

DYNEGY INC: Debtors Propose $15 Million Intercompany Loan
DYNEGY INC: Debtors Seek to Reject Danskammer & Roseton Leases
DYNEGY INC: Debtors Want More Time to Pay Facilities Lease
EAGLE CROSSROADS: Can Use BofA Cash Collateral on Final Basis
ECOSPHERE TECHNOLOGIES: Incurs $242,992 Third Quarter Net Loss

ECOTOPE ENVIRONMENTAL: In Receivership; Some Assets in Auction
ELECTRIC-SPIN CORP: Files for BIA Bankruptcy in Canada
EUROCLASS MOTORS: Taps Landa Umpierre as External Auditor
EUROCLASS MOTORS: Plan Filing Period Extended to Dec. 4
EVERGREEN SOLAR: Wins Approval for Sale to Three Buyers

EZENIA! INC: Files Schedules of Assets and Liabilities
FILENE'S BASEMENT: To Lay Off 176 Workers in Florida
FLOWSERVE CORP: Fitch Affirms 'BB+' Issuer Default Rating
FORD CREDIT: DBRS Assigns 'BB' Rating to $450MM Sr. Unsec. Notes
FRANCISCAN PHYSICIANS: Executives Face Suit Over Bankruptcy

GCEP-GOODYEAR, LLC: Case Summary & 19 Largest Unsecured Creditors
GLOBAL INVESTOR: Grants 55 Million Shares of Common Stock to CEO
GMW INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
GOLD HILL: Withdraws Ch. 11 Plan, Says Facts No Longer Apply
GOM TANG: Sec. 341 Creditors' Meeting Set for Nov. 21

GREEN FIELD: Moody's Assigns 'Caa2' Corporate Family Rating
GREEN FIELD: S&P Assigns Prelim. 'CCC+' Corporate Credit Rating
GVIG INC: Case Summary & 10 Largest Unsecured Creditors
HCA HOLDINGS: Files Form 10-Q, Posts $146-Million Q3 Net Income
HESPERIA REDEVELOPMENT: S&P Lowers Rating on Tax Bonds to 'BB+'

HOLDINGS OF EVANS: Seeks Ruling on Adequate Payments to SFG
HORNBECK OFFSHORE: S&P Affirms 'B+' Corporate Credit Rating
HUGHES TELEMATICS: Files Form 10-Q, Incurs $18.4MM Q3 Net Loss
IMUA BLUEHENS: Noteholder Wants Exclusivity Extension Denied
IMUA BLUEHENS: Access to Cash Collateral Expires Nov. 30

INFUSION BRANDS: Enters Oral Pact to Sell 1-Mil. Preferred Stock
ISTAR FINANCIAL: Files Form 10-Q, Incurs $54.6MM Q3 Net Loss
JAPAN AIRLINES: Gains Momentum as Carrier Reports H1 Results
JAMES RIVER: Incurs $3.7 Million Third Quarter Net Loss
JANA DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors

JASY INC: Voluntary Chapter 11 Case Summary
JEFFERSON COUNTY, AL: Sewer Receiver Seeks to Keep Control
JEFFERSON COUNTY, AL: Officials, Bondholders Play Blame Game
JIAN ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
JOE TECCE'S: To Sell Off Assets at November 15 Auction

KINGSBURY CORP: Files Schedules of Assets and Liabilities
KINGSBURY CORP: Committee Wins OK for Jager Smith as Counsel
KINGSBURY CORP: Committee Taps TrueNorth as Financial Advisors
LAST MILE: Final Hearing on Cash Use Rescheduled for Dec. 1
LBA PROPERTIES: Voluntary Chapter 11 Case Summary

LEHMAN BROTHERS: Gaines' Motion to Lift Stay to Name LBHI in Case
LEHMAN BROTHERS: Lifts Stay to Sell 4 Texas Housing Projects
LEHMAN BROTHERS: Assigns Trust Agreement to Barclays Bank
LEHMAN BROTHERS: Seeks Disallowance of JPMorgan Claims
LEHMAN BROTHERS: Suit Over Lehman Securities vs. Perrigo Pending

LIBBEY INC: Files Form 10-Q, Reports $7.1 Million Q3 Net Loss
LIFT LLC: Wants to Employ McGlinchey Stafford as Special Counsel
LOCATION BASED TECH: Joins 7th Annual Growth Stock Conference
LOS ANGELES DODGERS: Wants to Market TV Rights Ahead of Schedule
MACCO PROPERTIES: Wants to Obtain DIP Loan from Frontier State

MACROSOLVE INC: Appoints Randy Ritter as Chief Operating Officer
MADISON 92ND: Taps Rosenweig & Wolosky to Assist in Courtyard Suit
MADISON 92ND: Katten and KKC McDaniel to Handle Courtyard Suit
MAQ MANAGEMENT: Deadline for Disclosure Statement Today
MAQ MANAGEMENT: McIntyre Panzarella OK'd as Substitute Counsel

MEDIACOM BROADBAND: S&P Assigns 'BB-' Rating to Credit Facility
MERCEDES HOMES: Voluntary Chapter 11 Case Summary
MF GLOBAL: Stroock Represents Exchange Members in Liquidation
MF GLOBAL: Masked Borrowing Levels To Investors, Says WSJ
MF GLOBAL: Australian Clients Not Guaranteed Full Return

MF GLOBAL: Asia & Australia Operations Get 40 Bids
MF GLOBAL: Investor Commence Class Suits vs. Corzine, Execs
MF GLOBAL: Wins OK for Garden City Group as Claims Agent
MF GLOBAL: Triggers Rise In Repurchase Deal Rates
MF GLOBAL: Finding Customers' Cash May Be Increasingly Remote

MGM RESORTS: S&P Raises Corporate Credit Rating to 'B-'
MINE RECLAMATION: Status Conference Set for Dec. 13
MINE RECLAMATION: Sec. 341 Creditors' Meeting Set for Dec. 2
MOMENTIVE PERFORMANCE: Incurs $32 Million Q3 Net Loss
MOMENTIVE SPECIALTY: Files Form 10-Q; Posts $39MM Q3 Net Income

MONTANA ELECTRIC: City Legal Team Says 20% Rate Hike Illegal
MONTANA ELECTRIC: Files Schedules of Assets and Liabilities
MORGANS HOTEL: Incurs $25.6 Million Net Loss in Third Quarter
MPG OFFICE: Files Form 10-Q, Reports $30.3MM Q3 Net Income
MORGANS HOTEL: Files Form 10-Q, Incurs $25.6 Million Q3 Net Loss

MSR RESORT: Paulson's Resorts Approved to Settle with MetLife
MT. VERNON: Can Access Fannie Mae and CNB Cash Until Nov. 30
MT ZION: Hearing on Cash Collateral Access Set for Dec. 13
MUNICIPAL MORTGAGE: Expects to Reports $2.1-Mil. Q3 Deficit
MUSCLEPHARM CORP: Inks Equity Purchase Agreement with Southridge

NASSAU BROADCASTING: Court to Consider Application on Dec. 20
NAVISTAR INT': Closes $224 Million Wholesale Funding Deal
NCI BUILDING: S&P Raises Rating on $150-Mil. Term Loan to 'B+'
NELSON EDUCATION: S&P Affirms 'B-' Corporate Credit Rating
NETBANK INC: Judge OKs $12.5MM Investors' Suit Settlement

NEWALTA CORP: DBRS Assigns 'BB' Final Rating to Debentures
NEWALTA CORP: DBRS Assigns 'BB' Provisional Rating on Debentures
NEXSTAR BROADCASTING: Incurs $6.2 Million Third Quarter Net Loss
NEXTWAVE WIRELESS: Incurs $69.4 Million Net Loss in Oct. 1 Qtr.
NOTHCORE TECHNOLOGIES: Signs Contract with Mahdia Gold

NORTHGATE PROPERTIES: Wants Reorganization Case Dismissed
NORTHGATE PROPERTIES: Creditor OneWest Bank Wants Relief of Stay
NYCOMED S.C.A.: Moody's Withdraws 'B2' Corporate Family Rating
OLD SHORE: Files for Chapter 11 Bankruptcy Protection
ONE ACCORD: Case Dismissed Due to Lack of Likelihood to Reorganize

OPEN RANGE: Proposed Timeline Has Auction Scheduled for Today
OPEN RANGE: House Panel Probes $267 Million USDA Loan
OPEN TEXT: S&P Assigns Rating to $600-Mil. Term Loan
OPTIONS MEDIA: Hakan Koyuncu Resigns as Director
OVERSEAS SHIPHOLDING: S&P Puts 'B' CCR on CreditWatch Negative

PACIFIC MONARCH: May Use Resort Finance's Cash Collateral
PACIFIC MONARCH: Schedules Filing Deadline Moved to Dec. 8
PANTHEON INC: Moody's Lowers Corporate Family Rating to 'B3'
PENSON WORLDWIDE: S&P Lowers Counterparty Credit Rating to 'B+'
PERSPECTIVA GROUP: Case Summary & 20 Largest Unsecured Creditors

PHILADELPHIA SCHOOL: Moody's Assigns 'Ba1' Underlying Rating
POINT BLANK: Agrees to Pay $1 Million to Gov't Over Defective Vest
POINT FURNITURE: Files for Chapter 11; Conducts GOB Sales
PONCE DE LEON: Can Access PRLP Cash Collateral Until December 31
RENO REDEVELOPMENT: S&P Cuts SPUR on Tax Increment Bonds to 'CC'

RESIDENTIAL CAPITAL: S&P Cuts Counterparty Credit Rating to CCC
RLD INC: Sec. 341 Creditors' Meeting Set for Dec. 2
ROLLING ACRES: Voluntary Chapter 11 Case Summary
SAND SPRING: Court Approves Employment of Epiq as Claims Agent
SHASTA LAKE: Court Approves Andrew D. Smith as Special Counsel

SHAW GROUP: Moody's Affirms 'Ba1' Corporate Family Rating
SHENGKAI INNOVATIONS: Gets NASDAQ Notice on Minimum Bid Rule
SOFTLAYER TECH: Moody's Raises PDR to 'B1'; Outlook Stable
SPRINT NEXTEL: Moody's Lifts Sprint's Liquidity Rating to SGL-2
SSI GROUP: To Sell Souper Salad Assets for $1.6 Million

STATE AUTO: S&P Lowers Counterparty Credit Rating to 'BB+'
STOCKDALE TOWER 1: Sec. 341 Creditors' Meeting on Dec. 21
STROSNIDER DRUG: Case Summary & 7 Largest Unsecured Creditors
SUNVALLEY SOLAR: Signs Photovoltaic Contract with Best Cheer
SUSTAINABLE ENVIRONMENTAL: Incurs $9,197 Loss in Sept. 30 Qtr.

T&A PROPERTIES: Boston Developer Files for Chapter 11 Bankruptcy
TEEKAY CORP: High Leverage Prompts S&P to Cut CCR to 'BB-'
UPTOWN/STERLING TOWERS: Voluntary Chapter 11 Case Summary
WACO TOWN SQUARE: Files for Chapter 11 Bankruptcy
WILLIAM LYON: Moody's Gives Ca/LD Probability of Default Rating
X HANGING: Case Summary & 3 Largest Unsecured Creditors

ZAYO GROUP: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
ZAKHEM CENTER: Case Summary & Largest Unsecured Creditor

* Delaware Senator Co-Sponsors Bipartisan Bill
* S&P's Global Corporate Default Tally Rises to 40 Issuers
* CMBS Loan Defaults Expected to Remain High in 2012
* Georgia Bank Shuttered; Nation's Total This Year Now 88

* BOND PRICING -- For Week From Nov. 7 to 11, 2011



                            *********



1911 NEW: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 1911 New York Avenue, LLC
        637 Wyckoff Avenue, Unit 171
        Wyckoff, NJ 07481

Bankruptcy Case No.: 11-42451

Chapter 11 Petition Date: November 8, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Stuart D. Gavzy, Esq.
                  163 East Main Street
                  Suite B
                  Little Falls, NJ 07424
                  Tel: (973) 256-6080
                  Fax: (973) 256-3665
                  E-mail: mainmail@gavzylaw.com

Scheduled Assets: $170,348

Scheduled Debts: $1,466,751

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-42451.pdf

The petition was signed by Dale Caro, president.


A DOG SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: A Dog Solutions, Inc.
          dba AlphaGraphics #371
              AlphaGraphics #600
          fdba AlphaGraphics #587
        11209 Metric Boulevard, Suite B
        Austin, TX 78758

Bankruptcy Case No.: 11-12777

Chapter 11 Petition Date: November 9, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Barbara M. Barron, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, #104
                  Austin, TX 78701
                  Tel: (512) 476-9103
                  Fax: (512) 476-9253
                  E-mail: bbarron@bnpclaw.com

                         - and ?

                  Stephen W. Sather, Esq.
                  BARRON & NEWBURGER, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  E-mail: ssather@bnpclaw.com

Scheduled Assets: $511,036

Scheduled Debts: $3,244,572

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txwb11-12777.pdf

The petition was signed by Jane Harvey, president.


ANFUSO & FARMER: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Anfuso & Farmer, Ltd.
        1120 N. Boulder Highway
        Henderson, NV 89011

Bankruptcy Case No.: 11-27509

Chapter 11 Petition Date: November 7, 2011

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

Judge: Bruce A. Markell

Debtor's Counsel: Steven B. Scow, Esq.
                  KOCH & SCOW, LLC
                  11500 S. Eastern Avenue, Suite 210
                  Henderson, NV 89052
                  Tel: (702) 318-5040
                  Fax: (702) 318-5039
                  E-mail: sscow@kochscow.com

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

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

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb11-27509.pdf

The petition was signed by Matt Farmer, manager.


ARDSLEY VILLAGE: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ardsley Village Square, Inc.
        12 Center Street
        Ardsley, NY 10502

Bankruptcy Case No.: 11-24200

Chapter 11 Petition Date: November 7, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Francis J. O'Reilly, Esq.
                  FRANCIS J. O'REILLY, ESQ.
                  10 McMahon Place
                  Mahopac, NY 10541
                  Tel: (845) 621-1255
                  Fax: (845) 621-1686
                  E-mail: foreilly@bestweb.net

Scheduled Assets: $1,331,027

Scheduled Debts: $2,311,200

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-24200.pdf

The petition was signed by Tejinder Singh, president.


ALEXANDER GALLO: Court OKs Cooley as Creditors Committee's Attys.
-----------------------------------------------------------------
Alexander Gallo Holdings LLC's Official Committee of Unsecured
Creditors sought and obtained permission from the U.S. Bankruptcy
Court for the District of New York to retain Cooley LLP as
counsel.

Jeffrey L. Cohen, Esq., a partner of Cooley LLP, attests that the
firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.


                       About Alexander Gallo

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another
$148 million in junior unsecured subordinated notes owing to
insider Gallo Holdings LLC.  As reported in the Troubled Company
Reporter on Nov. 1, 2011, the Alexander Gallo disclosed
$41,981,048 in assets and $259,153,046 in liabilities as of the
Chapter 11 filing.

Bayside is providing $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Marc L. Pfefferle, a partner at
Carl Marks Advisory Group LLC, serves as the Debtors' chief
restructuring advisor.  Kurtzman Carson Consultants LLC serves as
the Debtor's claims agent.  KPMG LLP serves as their auditors to
provide auditing, tax compliance and tax consulting services.


ALT HOTEL: Access to Sr. Lender's Cash Collateral Ends Dec. 23
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
in a fifth interim order, authorized ALT Hotel, LLC, to use its
senior lender's cash collateral.

The senior lender consented to the cash collateral relating to the
hotel's room revenues, meeting space revenues, food and beverage
and other operating department revenues, rental and other income,
and monies received on held in impound or trust accounts to fund
the payment of expenses of the hotel until Dec. 23, 2011.

As adequate protection to the diminution in the value of the
lender's collateral, the Debtor will grant the senior lender,
among other things: (i) replacement liens with the same validity
and priority on all rents and all other property of the estate of
the same kind and nature on which the senior lender had a duly
perfected and valid lien and security interest on a prepetition
basis; (ii) make payments to the senior lender equal to interest
on the outstanding senior debt at the default rate set forth in
the senior loan agreement; (iii) continue to maintain adequate
insurance on all property on which the senior lender holds a duly
perfected and valid lien and security interest on a prepetition
basis.

The Debtor set a Dec. 19 hearing, at 10:00 a.m., on the approval
of further cash collateral use.

                        About ALT Hotel LLC

ALT Hotel LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., at Neal Wolf & Associates,
LLC, in Chicago, Illinois, serves as bankruptcy counsel to the
Debtor.  In its petition, the Debtor estimated $100 million to
$500 million in assets and $50 million to $100 million in debts.
Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010.


AMES DEPARTMENT: Exclusive Plan Period Extended Until April
-----------------------------------------------------------
Judge Robert E. Gerber has extended Ames Department Stores, Inc.,
and its affiliates' exclusive period during which the Debtors can
solicit acceptances for their Chapter 11 plan through and
including April 30, 2012.

                      About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP; and Dewey & LeBoeuf LLP
represent the Debtors.  When the Company filed for protection
from their creditors, they reported $1,901,573,000 in assets
and $1,558,410,000 in liabilities.  The Company closed all of
its 327 department stores in 2002.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on Dec. 6, 2004.  A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:

       http://bankrupt.com/misc/ames_chapter_11_plan.pdf

and a full-text copy of Ames' Disclosure Statement is available
at no charge at:

    http://bankrupt.com/misc/ames'_disclosure_statement.pdf

A hearing to determine the adequacy of the Disclosure Statement
explaining Ames' Plan has not yet been scheduled.


ANTS SOFTWARE: Signs Forbearance Agreement with Inventa, et al.
---------------------------------------------------------------
ANTs software inc., on Nov. 8, 2011, entered into a Exchange,
Modification and Forbearance Agreement by and among the Company,
Inventa Technologies, Inc., Manchester Securities Corp., SAMC LLC,
JGB Capital Offshore Ltd., JGB Capital LP, and Wells Fargo Bank,
National Association, in its capacity as collateral agent for the
Investors, pursuant to which the Company issued certain debt
securities in exchange for:

   (i) the Investors' cancellation of the Company's previously
       issued warrants to purchase shares of the Company's common
       stock, par value $0.0001 per share;

  (ii) the cancellation of certain additional investment rights of
       the Investors arising under Section 3.10 of the Note
       Purchase Agreement by and among the Company, the Investors
       and the Collateral Agent dated as of March 3, 2011; and

(iii) the Investors' agreement to forebear until Nov. 28, 2011,
       from exercising certain rights and remedies under (a) those
       certain 5% Senior Secured Notes issued by the Company in
       favor of the Investors in the aggregate original principal
       amount of $8,400,000, each dated as of March 3, 2011, and
      (b) that certain Security Agreement relating to the Original
       Notes by and among the Company, the Investors and the
       Collateral Agent, dated as of March 3, 2011.

The Warrants were originally exercisable for an aggregate of
28,474,578 shares of the Company's common stock but, as a result
of anti-dilution adjustments the Warrants had become exercisable
for no less than 168,000,010 shares of common stock at an exercise
price no greater than $0.10.

In accordance with the terms of the Exchange Agreement, the
Company issued to the Investors (i) Amended and Restated Senior
Secured Promissory Notes in the aggregate principal amount of
$2,500,000 to replace the Original Notes issued to those Investors
and (ii) Exchange Notes in the aggregate principal amount of
$7,000,000 in exchange for the Warrants.  In connection with the
Exchange Agreement, the Amended Notes and the Exchange Notes,
Inventa, a wholly-owned subsidiary of the Company, guaranteed the
obligations under the Exchange Notes pursuant to that certain
Exchange Note Guaranty, dated as of Nov. 8, 2011, and the Company,
Inventa and the Collateral Agent entered into an Amended and
Restated Security Agreement, dated Nov. 8, 2011.  The Amended
Notes and the Exchange Notes are all due and payable on Jan. 1,
2012, unless earlier accelerated. The Investors may accelerate the
Amended Notes and the Exchange Notes upon the occurrence of an
Event of Default or after the Forbearance Deadline.

                        About Ants software

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

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

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


ARCTIC GLACIER: In Restructuring Talks With Lenders
---------------------------------------------------
As at Sept. 30, 2011, Arctic Glacier Income Fund's net debt,
excluding convertible debentures, was $184.8 million compared to
$243.3 million at the same time last year, with the reduction
primarily due to the settlement of convertible debentures at
maturity through the issuance of Fund units.

The Fund was in breach of financial covenants governing maximum
leverage ratio, interest coverage ratio, fixed charge coverage
ratio and minimum EBITDA levels under its revolving term credit
and term loan facilities as at June 30, 2011 and financial
covenants governing maximum leverage ratio and minimum EBITDA
under both credit facilities and the fixed charge coverage ratio
under its revolving term credit facility as at Sept. 30, 2011. The
breach of these covenants represents a default under the terms of
the credit facilities and gives the Fund's secured lenders
additional rights and privileges under the facilities. The Fund
received notices of default from its term loan lenders and
revolving term credit facility lenders on Sept. 10, 2011 and
Sept. 13, 2011 respectively.  As a result, the Fund does not have
the ability to make additional draws on its revolving term credit
facility and the secured lenders could demand the immediate
repayment of amounts outstanding under the facilities.

The Fund is continuing active discussions with lenders regarding
alternatives to restructure its debt obligations, although there
can be no assurance as to the outcome or success of these
discussions.  Without the continued support of the secured
lenders, there remains a material uncertainty that may cast
significant doubt on the ability of the Fund to continue as a
going concern.

The Fund had a working capital deficiency of $175.2 million at
Sept. 30, 2011.  This resulted from the classification of $200.5
million of long-term debt as a current liability because the
Fund's lenders have issued notices of credit default.  Excluding
the long-term debt, the Fund's working capital totaled $25.3
million at quarter end.  That compares with a working capital
balance of $23.1 million (excluding the convertible debenture
liability) at the same time in 2010.

At Sept. 30, 2011, the Fund was in default under its secured
credit facilities and, as a result, does not have the ability to
make additional draws on its revolving term credit facility.  The
Fund does have $23.6 million of cash on hand to meet operating and
capital expenditure requirements.

A full text copy of Arctic Glacier's press release announcing the
third quarter results is available free at:

                 http://ResearchArchives.com/t/s?7749

                          About Arctic Glacier

Arctic Glacier Income Fund, through its operating company, Arctic
Glacier Inc., is a leading producer, marketer and distributor of
high-quality packaged ice in North America, primarily under the
brand name of Arctic Glacier(R) Premium Ice.  Arctic Glacier
operates 39 production plants and 48 distribution facilities
across Canada and the northeast, central and western United States
servicing more than 75,000 retail locations.

Arctic Glacier Income Fund trust units are listed on the Toronto
Stock Exchange under the trading symbol AG.UN. There are currently
39.0 million trust units outstanding.  Following the issuance of
units to the Debenture holders on August 2, 2011, there will be
350.3 million trust units outstanding.


B&G FOODS: Moody's Assigns 'Ba2' Rating to Credit Facility
----------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to B&G Foods,
Inc.'s (B&G) proposed senior secured credit facility consisting of
a $100 million revolver, a $100 million term loan A, and a $300
million term loan B. Concurrently, Moody's affirmed B&G's B1
corporate family rating and lowered the rating on the senior
unsecured notes to B3 from B2. In a separate action, the rating
agency assigned the company a speculative grade liquidity rating
of SGL-2. The outlook remains stable.

On October 28, 2011, B&G entered into an asset purchase agreement
with Unilever to acquire Culver Specialty Brands (CSB) for $325
million or approximately 9.0x pro forma EBITDA. The acquisition is
expected to be funded with proceeds from the proposed term loans
and cash on hand.

These ratings have been assigned subject to the review of final
documentation:

Ba2 (LGD2, 28%) to the proposed $100 million senior secured
revolver due 2016;

Ba2 (LGD2, 28%) to the proposed $100 million senior secured term
loan A due 2016; and

Ba2 (LGD2, 28%) to the proposed $300 million senior secured term
loan B due 2018.

Speculative grade liquidity rating of SGL-2

The following ratings were affirmed:

B1 corporate family rating (CFR); and

B1 probability of default rating (PDR).

This rating has been downgraded:

$350 million senior unsecured notes due 2018 to B3 (LGD5, 82%)
from B2 (LGD4, 68%)

The ratings on the existing credit facilities will be withdrawn
upon completion of the proposed refinancing.

RATINGS RATIONALE

The acquisition of CSB should boost B&G's earnings and cash flow
in the first year owing to minimal capital requirements for the
brands it's acquiring and low integration costs. Moody's expects
pro forma debt-to-EBITDA to initially increase to over 4.5x from
roughly 3.9x at the end of the third quarter. Despite the
incremental leverage and interest requirements, the acquisition is
viewed as consistent with B&G's previously articulated acquisition
strategy and proforma credit metrics should remain comfortably
within Moody's expectations for B&G's rating.

B&G will expand its branded product offerings by acquiting six
brands from Unilever: Mrs. Dash, Molly McButter, Sugar Twin,
Baker's Joy, Static Guard and Kleen Guard, and their inventories.
Manufacturing for these brands is performed by co-packers and the
existing sales force is not expected to transition to B&G, which
should be supportive of B&G's margins. In Moody's view, the Static
Guard and Kleen Guard brands deviate somewhat from B&G's focus on
shelf stable foods; however, both are relatively small and the
balance of the brands are viewed as complementary to B&G's
existing product portfolio. CSB is believed to generate annual
sales of $90 million and EBITDA around $35 million.

The B1 corporate family rating reflects B&G's high proforma
leverage, small size relative to peers and aggressive fiscal
policies, including meaningful dividend payments and a growth
strategy tied to debt financed acquisitions, like the CSB deal.
The rating benefits from B&G's high margins, stable cash flow
generation and good liquidity profile. In addition, B&G's credit
profile benefits from its portfolio of mature brands that are
believed to be well positioned in a wide range of narrow product
categories.

The Ba2 rating on the proposed first lien credit facility reflects
their senior position in the capital structure, a first lien
interest on substantially all assets of B&G and guarantees from
all present and future domestic subsidiaries. The facilities are
expected to contain total leverage and minimum interest coverage
covenants initially set with adequate cushion. The ratings on the
senior unsecured notes were downgraded by one notch because of
their subordination to first lien debt which will be increasing to
$400 million from $130 million.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that B&G will maintain a good liquidity profile over
the next twelve months. Moody's expects cash balances to be
meaningfully lower upon completion of the CSB acquisition;
however, liquidity will benefit from B&G's solid cash generation
and a meaningful increase in its revolver size to $100 million
from $25 million. The proposed revolver is expected to remain
largely undrawn over the next twelve months.

Positive rating momentum could develop if leverage is sustained at
or below 4.0x (including Moody's standard adjustments) and B&G is
successful in its efforst to onboard the CSB barnds. Although
Moody's does not anticipate a rating downgrade in the near term,
ratings could be lowered if Debt-to-EBITDA exceeds 6.0x for any
extended period of time.

The principal methodology used in rating B&G Foods, Inc. was the
Global Packaged Goods Industry Methodology published in July 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

B&G Foods, Inc., based in Parsippany, New Jersey, is a
manufacturer and distributor of shelf-stable branded food products
including Cream of Wheat and Cream of Rice, Ortega, Maple Grove
Farms of Vermont, and Bloch & Guggenheimer. Revenues for the
twelve months ended October 1, 2011 were approximately $536
million.


BERNARD L. MADOFF: Picard Maneuvering for Appeal on Dismissal
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irving Picard, the trustee liquidating Bernard L.
Madoff Investment Securities Inc., in substance is asking U.S.
District Judge Colleen McMahon to allow an appeal from her ruling
on Nov. 1 that the trustee doesn't have standing to sue JPMorgan
Chase & Co. and UBS AG on common law claims.

The report notes that although the judge said Mr. Picard can't
file a claim that belongs to individual creditors, Judge McMahon
upheld Mr. Picard's right to sue for fraudulent transfers and sent
that part of the suit back to bankruptcy court.

In papers filed in Judge McMahon's court, the trustee, the report
relates, says there is no overlap between the common law claims
and the fraudulent transfer claims.  Consequently, Mr. Picard
urges Judge McMahon to enter a final judgment on the common law
claims so he can appeal to the U.S. Circuit Court of Appeals.

Mr. Picard said that the Nov. 1 ruling reduced his potential
recovery by "billions of dollars."  Until an appeal is decided in
the circuit court, Mr. Picard said he "could not settle" with
JPMorgan.

Mr. Picard is already appealing to the circuit court from Judge
Rakoff's opinion in July dismissing most of the HSBC suit.

Judge Rakoff, according to the report, heard oral argument Nov. 10
on a motion by a customer named James Greiff to dismiss the
trustee's lawsuit to recover fictitious profits.  The Greiff
lawsuit is a test case where the outcome could determine whether
the trustee's suits against hundreds of customers will survive or
fail.

The HSBC suit in U.S. District Court is Picard v. HSBC Bank
Plc, 11-763, U.S. District Court, Southern District of New York
(Manhattan). The UBS suit in district court is Picard v. UBS AG,
11-04213, in the same court. The JPMorgan lawsuit in district
court is Picard v. JPMorgan Chase & Co., 11-00913, in the same
court. The JPMorgan lawsuit in bankruptcy court was Picard v.
JPMorgan Chase & Co., 10-04932, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).  The Greiff case in district
court is Picard v. Greiff, 11-03775, U.S. District Court, Southern
District of New York (Manhattan).

                      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.


BIG WHALE: Modified Plan Approved After Stipulation With Banks
--------------------------------------------------------------
Judge James E. Shapiro of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin has confirmed The Big Whale, LLC's
reorganization plan, after the Debtor entered into stipulations
with WaterStone Bank SSB and BMO Harris Bank N.A., to resolve
their objections to the Plan.

Under the terms of the stipulation, Section 3.3(b) and 3.3(e) of
the Plan will be modified as follows:

     (a) WaterStone and Harris' respective Allowed Secured Claims
         will be paid in equal monthly installments of principal
         and interest amortized over 30 years.  The interest rate
         will be fixed at 4.5% per annum for years 1 through 3;
         the interest will adjust to 5% for years 4 and 5, with a
         balloon payment at the end of year 5, with no prepayment
         penalty.

     (b) Monthly installments will commence on the 15th day of the
         first month after the Effective Date as opposed to the
         20th day.

     (c) All other provisions in Section 3.3 will remain unaltered
         to the extent they are consistent with this Stipulation.

Under the terms of the stipulation, the Debtor will submit a
revised cash budget that reduces the proposed monthly payments to
Milwaukee Rents, LLC from 6% of net monthly receipts to 5%.
Further, the Debtor and/or Reorganized Debtor will enter into
written agreements with Milwaukee Rents, LLC and Centro
Construction & Development, LLC for their continued services to be
performed for the Reorganized Debtor as contemplated under the
Plan.

WaterStone and Harris will also withdraw their ballots rejecting
the Plan, and will be deemed to accept the Plan.

Under the modified plan, payments to creditors will be from the
regular business income of the Reorganized Debtor.  After the
Confirmation Date, the Debtor will continue to hire Milwaukee
Rents LLC to act as its property manager and Centro Construction &
Development LLC to maintain its properties.

The modified Plan classifies the Claims against the Debtor as
follows:

     A. Class 1 (Administrative Expenses) will be paid (i) in full
        in cash on or before the Effective date, (ii) on other
        terms as may be agreed to in writing by the holder of any
        allowed expense in Class 1 and the Debtor, or (iii) if the
        expense is allowed after the Effective Date, as soon as
        the expense is allowed.

     B. Class 2 (Allowed Priority Tax Claims) consists of the City
        of Milwaukee and/or Milwaukee County, which hold Claims
        for property taxes.  The members in Class 2 will be paid
        in full in equal monthly installments of principal and
        interest over a term of 60 months from the Petition Date,
        with payments commencing on the 20th day of the first
        month following the Effective Date.

     C. Classes 3A through 3E (Allowed Secured Claim of Wells
        Fargo Bank, N.A., BMO Harris Bank N.A., successor-by-
        merger to M&I Marshall & Ilsley Bank, North Shore Bank
        FSB, Securant Bank & Trust, and WaterStone Bank FSB) - The
        Banks will retain their Liens on the Collateral to secure
        their obligations.  The Banks' allowed secured claim will
        be paid by the Reorganized Debtor in equal monthly
        installments of principal with fixed interest at the rate
        of 4.5% per annum amortized over 30 years, with no
        prepayment penalty.  The Banks will release its Liens on
        its Collateral in the event the balance of the amount
        allocated to the piece of collateral is paid in full.

        The allowed amounts of claim under Class 3 are:

             Wells Fargo      $178,293
             M&I            $4,113,949
             North Shore      $234,264
             Securant       $1,736,663
             WaterStone     $5,146,230

     D. Class 4A through 4H (Allowed Secured Claim of 43797 LP,
        81302 LP, Porubcan IRA, 33884 IRA, Barkow, RMOR, Joyful,
        and Welsch IRA) will be paid by monthly payments of 4% per
        annum, interest only for 2 years from the Effective Date;
        and after that time, in equal monthly installments of
        principal with fixed interest at a mutually agreed-upon
        rate, amortized over 30 years with no prepayment penalty
        with a balloon payment after 60 months.  Class 4 claims'
        prepetition loan documents will remain in full force and
        effect to the extent they are not altered by the Plan.
        Any remaining Allowed Unsecured Claim of Class 4A will be
        paid as a Class 5 Unsecured Claim.

        The allowed amounts of claim under Class 4 are:

             43797 LP       $37,000
             81302 LP       $91,307
             Porubcan       $58,681
             33884 IRA     $204,443
             Barkow        $129,117
             RMOR          $195,666
             Joyful        $379,947
             Welch          $72,668

     E. Class 5 (Allowed Unsecured Claims) will receive a dividend
        equal to 20% of its Allowed Unsecured Claim.  The 20%
        dividend will be paid in equal monthly installments
        without interest over the course of 60 months commencing
        on the 20th day of the first month following the Effective
        Date.

     F. Class 6 (Equity Interests in the Debtor) is unimpaired and
        unaffected under the Plan and will retain their Interests.

A copy of the Modified Reorganization Plan is available for free
at http://bankrupt.com/misc/BIGWHALE_plan.pdf

                        About The Big Whale

The Big Whale, LLC, owns 49 parcels of real property in Milwaukee
County, Wisconsin.  Those properties contain 138 rentable
residential and commercial units.  The Big Whale owns one
industrial warehouse property, which is leased to various
commercial/manufacturing tenants that operate their respective
businesses in the building.  The rental units are used to produce
rental income from individual residential and commercial tenants.
The Big Whale is managed by Steve Lindner and his sister, Debra
Lindner.

The Big Whale, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Wisc. Case No. 11-23756) on March 21, 2011.  In its
schedules, the Debtor disclosed $12,278,647 in total assets and
$13,613,203 in total liabilities as of the Petition Date.  Jerome
R. Kerkman, Esq., and Justin M. Mertz, Esq., at Kerkman & Dunn, in
Milwaukee, Wisconsin, serves as the Debtor's bankruptcy counsel.


BLUEKNIGHT ENERGY: Reports $28.6 Million Third Quarter Net Income
-----------------------------------------------------------------
Blueknight Energy Partners, L.P., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting net income of $28.60 million on $46.51 million of total
revenue for the three months ended Sept. 30, 2011, compared with a
net loss of $2.84 million on $38.05 million of total revenue for
the same period a year ago.

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 also reported net income of $25.89 million on
$131.12 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $10.60 million on
$113.53 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$320.77 million in total assets, $333.23 million in total
liabilities, and a $12.46 million total partners' deficit.

"We had a solid third quarter bolstered by our asphalt business
which recognized incremental revenues of $1.9 million due to
several customers exceeding annual contractual thresholds and by
the recognition of a $1.1 million gain on the sale of excess
equipment and assets.  Furthermore, demand for our crude oil
pipeline and truck transportation services continues to strengthen
as evidenced by increased volumes and revenues on our pipelines
and truck transportation assets.  The construction of one million
barrels of crude oil storage in Cushing, Oklahoma for
TransMontaigne and the construction of a one million barrel crude
oil terminal in Midland, Texas for Vitol are underway and
progressing as scheduled.  In addition we are pleased with the
outcome of our recently completed rights offering which was
significantly over-subscribed.  With the imminent issuance of the
preferred units, we can finally announce that we have successfully
completed our recapitalization plan started in October of 2010.
We appreciate our unitholders' efforts and support for the
transaction," said J. Michael Cockrell, Blueknight Energy
Partners' president and chief operating officer.

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

                       http://is.gd/ZUzYGQ

                     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.


BLUFFS-VEST, LLC: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bluffs-Vest, LLC
        400 Indian Rocks Road, Suite D
        Belleair Bluffs, FL 33770

Bankruptcy Case No.: 11-20755

Chapter 11 Petition Date: November 7, 2011

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

Debtor's Counsel: Herbert R. Donica, Esq.
                  DONICA LAW FIRM PA
                  106 S. Tampania Avenue, #250
                  Tampa, FL 33609
                  Tel: (813) 878-9790
                  Fax: (813) 878-9746
                  E-mail: ecf-hrd@donicalaw.com

Scheduled Assets: $1,340,735

Scheduled Debts: $1,273,896

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb11-20755.pdf

The petition was signed by S. Neil Ford, Jr., managing member.


BON-TON STORES: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on The Bon-
Ton Stores Inc. to negative from stable. "At the same time, we
affirmed all ratings on the company, including the 'B'
corporate credit rating," S&P said.

"The outlook revision reflects weak year-to-date performance that
has been moderately below our expectations, our view that
operations are likely to erode over the near term, and our belief
that credit metrics will weaken further," said Standard & Poor's
credit analyst David Kuntz.

The ratings on The Bon-Ton Stores Inc. reflect recent performance
that has been moderately below Standard & Poor's Ratings Services'
expectations and the performance of its peers. "We believe further
erosion over the near term is likely because of tepid consumer
spending, poor merchandising, and increases in sourcing costs. As
a result, we believe the company's credit protection profile is
likely to deteriorate over the next 12 months," S&P said

Although EBITDA declined by about 5% over the last 12 months, the
company has also reduced its debt by prepaying the remaining $75
million under its term loan in January 2011. "This has resulted in
stable credit protection measures. However, we believe that
macroeconomic headwinds, merchandising issues, and higher input
costs are likely to weigh on operations over the next 12 months
and that credit ratios will erode," S&P related.

Performance has trended negative throughout the year, but the
same-store sales decline accelerated in the third quarter with a
drop of 5.9%. "We have revised our expectations down for the year
and now expect sales to decline in the mid-single digits during
the fourth quarter, which would result in a revenue decline of
about 4% for the year. We anticipate that revenues will likely be
flat for 2012. We expect that margins are likely to decline by
over 120 basis points this fiscal year, which would result in
EBITDA margins slightly above 8.0%; we expect them to remain in
this area over the near term. Thus, we are forecasting debt
leverage at about 5.7x for this fiscal year, with EBITDA coverage
of interest at 2.0x and funds from operations to total debt at
12.5%. We think there could be some further deterioration into
2012," S&P said.

The company's vulnerable business profile reflects its relatively
small scale in the highly competitive department store sector, its
historical difficulties in growing revenues -- aside from through
acquisitions -- and productivity measures below many of its
department store peers. With 275 stores in 23 states, the company
is still much smaller than some of its principal competitors, such
as J.C. Penney Co. Inc., Kohl's Corp., and Macy's Inc.


BONAVIA TIMBER: Sec. 341(a) Creditors' Meeting Set for Dec. 6
-------------------------------------------------------------
The United States Trustee in Portland, Oregon, will convene a
meeting of creditors in the bankruptcy case of Bonavia Timber
Company LLC, fdba Pacific Northwest Tree Farms LLC, pursuant to 11
U.S.C. Sec. 341(a) on Dec. 6, 2011, at 3:00 p.m. at UST1, US
Trustee's Office, Portland, Rm 223.

Proofs of claim are due in the case by March 5, 2012.

Portland, Oregon-based Bonavia Timber Company LLC, fdba Pacific
Northwest Tree Farms LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Ore. Case No. 11-39459) on Nov. 1, 2011.  The case has been
reassigned to Judge Randall L. Dunn from Judge Trish M. Brown.
Albert N. Kennedy, Esq., and Michael W. Fletcher, Esq. --
al.kennedy@tonkon.com and michael.fletcher@tonkon.com -- at Tonkon
Torp, serve as the Debtor's counsel.  In its petition, the Debtor
estimated assets of $10 million to $50 million.


BORDERS GROUP: Accord Pegs Random House Claim to $35 Million
------------------------------------------------------------
Borders Group is asking a bankruptcy judge to approve an agreement
that allows Random House a $36,402,158 unsecured claim for voting
purposes.

Publishers Weekly relates that, at the time of Borders's
bankruptcy filing in February, Random House's unsecured claim was
listed as $35,414,969.  In May, Random filed a claim stating that
it is owed $37,191,889.

Publishers Weekly says the deal was presented to the Court on the
eve of a bankruptcy hearing to determine voting procedures for
Borders Group's Chapter 11 plan.

The report notes a confirmed bankruptcy plan could be in place
before Christmas, as early as December 20.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.


BORDERS GROUP: Amends Liquidation Plan Sponsored With Committee
---------------------------------------------------------------
Borders Group, Inc. and its debtor affiliates and the Official
Committee of Unsecured Creditors submitted to Judge Martin Glenn
of the U.S. Bankruptcy Court for the Southern District of New
York their First Amended Joint Plan of Liquidation and
accompanying Disclosure Statement dated November 2, 2011.

The salient modifications to the Amended Plan are:

(1) On the effective date of the Plan, the Liquidating Debtor's
    name will change from Borders Group, Inc. to BGI, Inc.
    without the need for the filing of any documents with any
    state agencies or the Bankruptcy Court.  In addition, the
    Liquidating Debtor's name on all pleadings filed with the
    Bankruptcy Court will be changed to "BGI, Inc."

(2) On the Effective Date, the Liquidating Trust will be deemed
    to be substituted as the party in lieu of the Debtors in all
    pending matters including but not limited to (i) motions,
    contested matters and adversary proceeding pending in the
    Bankruptcy Court, and (ii) all matters pending in any
    courts, tribunals, forums or administrative proceedings
    outside of the Bankruptcy Court without the need or
    requirement for the Liquidating Trustee to file motions or
    substitutions of parties and counsel.

(3) The Liquidating Trustee will not make any distributions of
    trust assets to the trust beneficiaries unless the
    Liquidating Trustee retains and reserves in the Disputed
    Claims Reserve those amounts as are reasonably necessary to
    satisfy amounts that would have been distributed in
    accordance with the Liquidating Trust Agreement in respect
    of Disputed Claims if the Disputed Claims were determined to
    be Allowed Claims immediately prior to the proposed
    distribution to the Beneficiaries.

(4) The Liquidating Trustee may pursue: (i) causes of action
    against Pershing Square Capital Management, L.P., its
    affiliates and all entities owned, managed or controlled
    thereby, including its principal William Ackman; (ii) causes
    of action against former Borders Chief Executive Officer
    Michael Edwards; and (iii) creditors to avoid and recover
    avoidance actions.  The pending action in Pierce County
    Superior Court in the State of Washington, City of Puyallup
    v. Carl R. Hogan et al., case number 05-2-05211-8, and
    related appeal to Division II of the Washington State Court
    of Appeals, case number 41017-6, will continue to be pursued
    by litigation counsel.

(5) All Causes of Action held by the Debtors' Estates will
    survive confirmation of the Plan and the commencement and
    prosecution of any Causes of Action will not be barred or
    limited by any estoppels.  The Liquidating Trust and
    Liquidating Trustee's right to commence and prosecute Causes
    of Action will not be abridged, limited or altered in any
    manner by reason of Confirmation of the Plan.  Moreover, no
    defendant party to any Cause of Action will be permitted or
    entitled to assert any defense based, in whole or in part,
    upon confirmation of the Plan, and confirmation of the Plan
    will not have any res judicata or collateral estoppels or
    preclusive effect upon the commencement and prosecution of
    Causes of Action.

(6) The Liquidating Trust Committee refers to a five member-
    committee along with three ex officio members created and
    appointed by the Creditors' Committee in consultation with
    the Debtors that will provide oversight and direction to the
    Liquidating Trustee in accordance with the Liquidating Trust
    Agreement.  The members and ex officio members of the
    Liquidating Trust Committee will be the same members and
    ex-officio members that currently constitute the Creditors'
    Committee.

(7) On and after the Effective Date, objections to, and requests
    for estimation of any Claims may be interposed and
    prosecuted only by the Liquidating Trust.  Those objections
    and requests for estimation will be served on the claimant
    and filed with the Bankruptcy Court on or before the later
    of 120 days after the Effective Date and other date as may
    be fixed by the Bankruptcy Court upon a motion filed by the
    Liquidating Trust served only on the Rule 2002 service list.
    On the Effective Date, all outstanding objections to, and
    requests for estimation of Claims will vest in the
    Liquidating Trust.

            Modified Claims Estimates and Recovery

The Amended Plan discloses the estimated allowed amounts of
claims and interest in the Debtors' case and provides for the
estimated recovery for each claim class:

                                                 Estimated
            Claim/Equity          Estimated      Allowed
Class      Interest              Recovery       Amounts
-----   ---------------------    -----------    ----------
N/A     Administrative Claims       100%           N/A

N/A     Priority Tax Claims         100%       $7.4 mil. to
                                                $13.9 mil.

  1      Priority Non-Tax Claims     100%       $0.3 mil. to
                                                $0.4 mil.

  2      Secured Claims              100%       $0 to $2 mil.

  3      General Unsecured Claims   4%-10%      $812 mil. to
                                                $850 mil.

  4      Equity Interests              0%            N/A

  5      Intercompany Claims           0%            N/A

Full-text copies of the Amended Plan and Disclosure Statement are
available for free at:

       http://bankrupt.com/misc/Borders_Nov2Plan.pdf
       http://bankrupt.com/misc/Borders_Nov2DS.pdf

Blacklined versions of the Amended Plan and Disclosure Statement
are available for free at:

  http://bankrupt.com/misc/Borders_Nov2Plan_blacklined.pdf
  http://bankrupt.com/misc/Borders_Nov2DS_blacklined.pdf

                     Plan-Related Hearings

The Court was scheduled to consider adequacy of the Disclosure
Statement, as amended, on November 10, 2011.

Three governmental entities timely objected to the Disclosure
Statement.

The Debtors also rescheduled the proposed hearing to consider
confirmation of the Plan from December 19 to December 20.  The
proposed deadline to object to the Plan is on December 14.

The State of Michigan Department of Treasury opposed approval of
the Disclosure Statement for the Debtors' First Amended Joint
Plan of Liquidation.  Victoria Reardon, Esq., assistant attorney
general of Michigan, in Detroit, Michigan -- Reardon@michigan.gov
-- argues that the Disclosure Statement and the Plan do not
provide for an interest rate to be paid in the event
administrative claims are not timely paid on the effective date of
the Plan.  She further contends that the Disclosure Statement does
not specify the interest rate required to be paid on installment
payments as required by the Bankruptcy Code.  The Michigan
Department of Treasury's current interest rate for bankruptcy tax
claims is 4.25%, she discloses.

The Los Angeles County Treasurer and Tax Collector also opposes
approval.  The County Treasurer complains that the Disclosure
Statement and the Plan do not specify the interest required to be
paid on installment payments of Allowed Priority Tax Claims as
required by Section 511 of the Bankruptcy Code.  Rather, the
Debtors ask the Court to determine the interest on priority tax
claims at a fixed annual rate.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

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


BORDERS GROUP: To Sell Singapore License to Berjaya for $200,000
----------------------------------------------------------------
Borders Group, Inc., and its-affiliates seek the bankruptcy
court's permission to sell a perpetual, royalty-free license of
the trademarks formerly owned by the Debtors in Singapore, free
and clear of liens, interests and claims, to Berjaya Books SDN BHD
for $200,000.

On September 26, 2011, Popular Holdings, Inc., sent the Debtors a
letter repudiating their bid for the Singapore License and
demanding the return of its deposit.  The Debtors responded by a
letter rejecting Popular's attempt to terminate its bid and
obtain return of its deposit.  Nowhere in the Response Letter did
the Debtors state or imply that the September 30, 2011 closing
deadline was waived or modified.

Separately, on September 26, Hilco Streambank, LLC, sent an e-
mail to the principals of Popular, asking them to call to discuss
the repudiation of Popular's agreement to acquire the Singapore
License and advising them that "[a]bsent an immediate resolution
of this matter, it is Borders intention to apply the $54,972 in
deposit money that [Popular] had provided toward the damages
which [Popular's] actions had caused and to determine whether
another party is interested in purchasing the rights."

On September 27, 2011, the Court entered the order approving the
sale of the Debtors' intellectual property rights to Barnes &
Noble, Inc.  The IP Sale Order did not indicate that the Debtors
were required to sell the Singapore License to Popular after
September 30, 2011 or otherwise.

David Peress, principal of Hilco Streambank, disclosed that
having received no response to the Sept. 26 e-mail, his firm
started soliciting interest in the Singapore License from other
parties, including Berjaya, a Malaysian-based bookseller that had
agreed to acquire a license to the Marks in Malaysia, pursuant to
an accompanying declaration.

On September 30, 2011, the Debtors closed on the sale of the IP
Assets to B&N, and the sales of other Licenses, excluding
Popular's bid for the Singapore License.  On October 4, 2011,
Berjaya expressed an interest in acquiring the Singapore License,
subject to further due diligence.  Streambank then sent an e-mail
to Popular, asking whether it had an interest in renewing its bid
to acquire the Singapore License.

Alvin Ng, CFO of Popular, sent an e-mail to Streambank on
October 4, 2011, stating that his company now sought to move
forward with the acquisition of the Singapore License.
Streambank responded to Mr. Ng, stating that if Popular intended
to move forward with the transaction, it should execute the
license agreement and wire the balance of the purchase price to
the Debtors' escrow account.  Counsel for Popular then responded
to Streambank and indicated that he was working with Debtors'
counsel to finalize the sale of the Singapore License to Popular
and to obtain Court approval.  Notwithstanding counsel's
assertions, Popular had not at that point executed the License
Agreement and Streambank continued to respond to due diligence
questions posed by Berjaya.

On October 12, 2011, Popular and Barnes & Noble executed a
license agreement for the Singapore License.  The Debtors also
filed their motion to sell the Singapore License to Popular.
However, Popular did not wire the balance of Singapore License
purchase price to the escrow account.  On October 14, 2011,
Streambank received an offer on behalf of Berjaya to acquire the
Singapore License for $200,000.

Specifically, Barnes & Noble and Berjaya agreed to enter into a
Brand License Agreement whereby Berjaya will make a payment to
the Debtors of $200,000 for the Singapore License.  In turn,
Barnes & Noble will grant Berjaya a license to use the Marks in
Singapore on terms set forth in the Brand License Agreement.

The Official Committee of Unsecured Creditors and Barnes & Noble
have no objection to the proposed sale.

A full-text copy of the Brand License Agreement is available for
free at:

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

Accordingly, the Debtors ask the Court to approve the sale of the
Singapore License to Berjaya under substantially the same terms
and conditions as the other licenses sold in the IP Sale.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, argues that the Debtors are under no obligation
to close a transaction with Popular, who has bid half what
Berjaya is willing to pay.  Bidding procedures are designed to
assist the debtor to procure the highest value for its assets, he
contends.  Thus, they should not be applied rigidly, but rather
with flexibility to allow the Debtors to maximize value for their
estates, he insists.

Given the closing sale of the Debtors' businesses, the value of
the Marks in Singapore is deteriorating, Mr. Friedman stresses.
Accordingly, Berjaya is anxious to close on the Singapore License
as soon as practicable.

The Debtors thus ask the Court to rule that any order granting
their Motion be deemed effective immediately by providing that
the 14-day stay under Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived.

                       Popular Objects

"A debtor should not be permitted to walk away from a completed
sale process and deny a winning bidder its right to acquire the
asset it successfully bid on, simply because someone else came
along at the twelfth hour," counsel to Popular, Gerald C. Bender,
Esq. -- gbender@omm.com -- at O'Melveny & Myers LLP, in New York,
argues.

Mr. Bender clarifies that Popular did not repudiate the
transaction.  In an accompanying declaration, he elaborates that
over the weekend of September 24 to 25, Popular continued to
negotiate with the Debtors and Barnes & Noble the terms of the
license agreement and proposed order.  Because of the delays and
mounting costs, however, as well as the Debtors' and Barnes &
Noble's unwillingness to consider many of the problematic
provisions in the draft license agreement, Popular decided not to
pursue its bid for the Singapore License, he relates.  Upon
receiving the letter informing the Debtors of Popular's decision,
the Debtors responded by rejecting Popular's effort to withdraw
and threatening Popular with a lawsuit if it did not complete the
transaction.  After receiving the Debtors' letter, Popular
conceded and agreed to proceed with the transaction, Mr. Bender
discloses.  The Debtors agreed to proceed to sell to Popular,
reached agreement with Popular, and ultimately sought Court
approval of the transaction with Popular.

Mr. Bender also contends that Popular's deposit was actually
almost $55,000, due to the fact that Popular had initially
submitted a higher bid in connection with its combined bid for
the licenses in Singapore and Malaysia.  The notion that Popular
should have effectively prepaid for the Singapore License -- a
demand that the Debtors did not make of any other licensee and
that was not authorized by the Bidding Procedures -- in order to
protect its rights as a Winning Bidder, has no support in law or
in equity and is emblematic of the Debtors' cavalier attitude and
misbehavior, he asserts.  To the extent the September 30 date has
any relevance at all, the Debtors have clearly waived its
application to this transaction by proceeding with filing the
Popular Sale Motion, he insists.

The Court entered an order to show cause shortening the notice
period with respect to the Debtors' request.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

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


BORDERS GROUP: Popular Demands License Per Auction Results
----------------------------------------------------------
Popular Holdings Limited asks Judge Martin Glenn to compel Borders
Group Inc. and its affiliates to comply with the results of the
September 14, 2011 auction, and to transfer the Singapore License
to Popular.

On September 14, 2011, the Debtors conducted the auction for
their intellectual property assets whereby Popular emerged as the
winning bidder for the Singapore License with a $100,000 offer.
However, the Debtors, Barnes & Noble, Inc. and Popular were
unable to reach agreement regarding the Singapore License before
the sale hearing scheduled for September 26, 2011.  After entry
of the IP Sale Order on September 27, 2011, the parties continued
negotiations and reached agreement for the sale of the Singapore
License to Popular.  On October 12, 2011, the Debtors filed a
motion with the Court seeking approval of the form agreement with
Popular.

However, after filing the Popular Sale Motion, counsel to the
Debtors called Popular's counsel and informed them that the
Debtors had just received a $200,000 offer for the Singapore
License from another entity that participated at the Auction.
Popular responded to the Debtors stating that because: (i) the
Debtors designated Popular the Winning Bidder at the Auction,
which has closed; (ii) the Debtors, Barnes & Noble, and Popular
had negotiated and agreed upon a form of agreement transferring
the Singapore License to Popular; and (iii) the Debtors had
already proceeded with filing the Popular Sale Motion, Popular
expected the Debtors to follow through with their contractual
obligations and continue to seek approval of the transaction with
Popular.

Popular also informed the Debtors that it had expended
considerable time and effort, including incurring considerable
attorneys' fees, in connection with the Auction and sale process
and that it would be remarkably unfair and inequitable for the
Debtors to abandon their commitment to Popular at that late date,
especially considering how little was to be gained by the
Debtors' estates.  Nevertheless, on October 20, 2011, counsel for
the Debtors informed Popular that they intended to disavow their
agreement with Popular and would seek Court approval of a
transaction with another entity in Popular's stead.  Thus,
Popular saw the need to file a motion to compel.

Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York,
argues that having conducted and closed the Auction nearly six
weeks ago, the Debtors may not revisit its results at this late
juncture.  The Auction was transparent and straightforward, and
all parties involved received copies of the Bid Procedures, he
asserts.  He also contends that the proposed alternative party is
a not stranger to the Debtors' Chapter 11 cases or was unable to
bid on the Singapore License earlier.  There is thus no basis now
to reopen the Auction, especially after that entity had every
opportunity to increase its bid and chose not to do so, he
insists.

Mr. Bender also contends that obtaining an additional $100,000 in
proceeds for the Singapore License cannot possibly be justified.
He stresses that Popular has expended significant funds in
negotiating the terms of the agreement and in preparing to
operate a business in Singapore using the Singapore License.
While Popular is mindful of the Debtors' desire to maximize the
value of the estates, they cannot be permitted to do so at
Popular's great expense and detriment, he emphasizes.  The actual
and consequential damages to Popular from the Debtors' breach of
this agreement would be significant and would likely greatly
exceed the small incremental benefit to the Debtors' estates, he
maintains.

"At all times since the Auction, Popular acted in good faith, and
negotiated with the Debtors with the understanding and the
expectation -- bolstered by the Debtors' own written and oral
statements -- that the results of the Auction were binding and
that the Debtors would proceed to submit the Popular Sale Order
to the Court for approval.  To permit the Debtors to abandon
their agreement with Popular would unfairly prejudice Popular and
not even benefit the estates in any meaningful way," Mr. Bender
tells Judge Glenn.

                        Debtors Object

Counsel to the Debtors, Andrew K. Glenn, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, tells Judge Glenn
that Popular, by its own obstinancy and refusal to adhere to the
IP Bidding Procedures, forced the Debtors to solicit other offers
for the Singapore License.

Mr. Glenn asserts that the Debtors, the Official Committee of
Unsecured Creditors and Barnes & Noble spent over a month
negotiating a form of license agreement with Popular because
Popular repeatedly stymied the process with unreasonable demands
and delay tactics.  Now, well beyond the closing deadline set
forth in the IP Bidding Procedures, Popular is trying to revive
its auction bid and force the Debtors to enter into a transaction
that is not beneficial to the Debtors' estates and which Popular
previously abandoned, he contends.  After the auction ended and
Popular terminated its bid, the Debtors solicited and accepted an
offer for the Singapore License that is double that of Popular's
offer, he says.

Because Popular's bid never became binding on the Debtors'
estates, the Debtors ask the Court to deny Popular's Motion and
allow them to consummate the transaction set forth in the Berjaya
Sale Motion.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

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


BOWE BELL: Retiree Committee Taps Stahl Cowen as Counsel
--------------------------------------------------------
The Official Retiree Committee in the Chapter 11 cases of Mail
Systems, Liquidation Inc., formerly known as Bowe Systec, Inc., et
al., asks the U.S. Bankruptcy Court for the District of Delaware
for permission to retain the law firm of Stahl Cowen Crowley Addis
LLC as its counsel.

On June 2, 2011, SCCA was retained by Harold R. VanSeters, the
chairperson of the retiree committee, and other affected retirees
to address the failure of the Debtors to form a committee to
protect hid rights.  Mr. VanSeters is the chairperson of the
retiree committee.

SCCA will, among other things:

   -- counsel the retiree committee with respect to understanding
   the Debtors' bankruptcy estate, advise the committee members
   with respect to their fiduciary duties, communications with
   the retiree constituency and the like; and

   -- investigate the financial condition of the estate (post-
   sale), evaluate any contingent assets of the estate, review of
   pertinent documents to accurately identify all effected
   retirees, and review and consideration of necessary equitable
   arising under section 1114 of the Bankruptcy Code, and any
   other germane matters relevant to the protection of the
   retirees committee.

The hourly rates of SCCA's personnel are:

         Partners                      $420 - $595
         Associates                    $180 - $355
         Legal Assistants/Paralegals   $120 - $180

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

The retiree committee set a Nov. 15, hearing at 10:30 a.m. on its
requested retention of counsel.  Objections, if any, were due Nov.
8.

                          About Bowe Bell

Headquartered in Wheeling, Ill., BOWE BELL + HOWELL --
http://www.bowebellhowell.com/-- is a leading provider of high-
performance document management solutions and services.  In 1936,
the company pioneered gripper arm mail-inserting systems and has
one of the world's largest installed bases of such inserters as a
result of the technology's flexibility, performance and
reliability.  The company's complete portfolio of inserting,
sorting, plastic card, integrity, cutting, packaging, print-on-
demand and software solutions is one of the most comprehensive
product offerings for paper-based communications.  These solutions
are supported by one of the largest dedicated service
organizations in the industry.  In addition to its headquarters
offices, the company maintains major manufacturing and service
locations in Durham, N.C. and Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates, including Bowe Bell + Howell Holdings, Inc., filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on
April 18, 2011.  Bowe Systec estimated assets and debt of $100
million to $500 million as of the bankruptcy filing.

Lee E. Kau fman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.

The U.S. Trustee has formed an Official Committee of Unsecured
Creditors and an Official Retirees' Committee.  The Retiree
Committee tapped Thorp Reed & Armstrong, LLP, as co-counsel.

Versa Capital Management, Inc. in June 2011 completed  its
acquisition of the assets of Bowe Bell + Howell and the formation
of a new company and brand, Bell and Howell, LLC.  Versa, having
purchased the $121 million secured term loan and revolving credit,
signed a contract to buy the business in exchange for secured
debt, the loan financing the Chapter 11 case, the cost of curing
contract defaults, and $315,000 for the Canadian assets.


BRAY & JAMISON: Lawsuit Over Anloc Contract Removed to Bankr. Ct.
-----------------------------------------------------------------
Bray & Jamison PLLC, Thomas R. Bray, Bruce L. Jamison, ACA
Resources, LLC, ACA Ventures, II, and Richard L. Fuqua, filed with
the Bankruptcy Court a notice to remove pursuant to 28 U.S.C. Sec.
1452, Federal Rule of Bankruptcy Procedure 9027, and Bankruptcy
Local Rule 9027-1, and provide notice of removal of all claims and
causes of action of all of the parties in:

     (A) Cause No. 2011-56011, styled Bray & Jamison et al. vs.
         Anloc, LLC. et al., in the 281st Judicial District Court
         of Harris County, Texas to the United States Bankruptcy
         Court for the Southern District of Texas, Houston
         Division, for further removal to an Article III court
         under the doctrine of Stern v. Marshall.

The action involves claims by the Plaintiffs against Anloc LLC,
Michael Coolures, James W. Alexander 1993 Living Trust, Alexander
Energy, and DMA Oil & Gas, L.L.C.  The Defendants are former
clients of Bray & Jamison under a written power of attorney,
assignment of interest, and agreement of representation dated Feb.
28, 2010.  The Contract provided, among other things, for Bray &
Jamison to receive up to 40% of the gross recovery.  Richard Fuqua
was also a party to the Contract, and would be compensated for his
services by receiving on-third of the legal fees and interests
earned by Bray & Jamison under the Contract.

On Nov. 18, 2010, a recovery was achieved under the Contract,
whereby Anloc recovered virtually 100% of an oil and gas lease
covering over 7,300 acres, the wells thereon, and over $840,000 in
funds that were being held in a court registry, as well as other
economic benefits.  ACA Resources was created to help facilitate a
distribution of the former clients? portion of the recovery.
Based thereon, Bray & Jamison and Fuqua have received 38% of a
portion of that recovery.

Despite the substantial recovery, the former clients -- i.e., the
Defendants -- failed and/or refused to accept assignments of the
Defendants? recovered interests.

On April 27, 2011, more than five months after the recovery was
achieved and the contract performed by Plaintiffs, Bray & Jamison,
Bray, Jamison and ACA brought the action in Washington County,
Texas, in the court where the recovery was achieved.  The
Plaintiffs asked the court to determine the propriety of the
structure of the settlement transaction, and the amount and method
of paying Bray & Jamison?s monetary fees owed as a result of the
extinguishment (as a result of the settlement) of Anloc?s pre-
existing debts.

     (B) Cause No. 2009-61596-A, styled Paul Hendershott,
         Evergreen Energy, Inc., et al., vs. Petrodome Hockley,
         LLC and Petrodome Energy, LLC vs. Anloc, LLC and Michael
         A. Coolures vs. Truth Resources LP, in the 157th Judicial
         District Court of Harris County, Texas to the United
         States Bankruptcy Court for the Southern District of
         Texas, Houston Division, for further removal to an
         Article III court under the doctrine of Stern v.
         Marshall.

The action involves claims, counterclaims, cross-claims and third
party claims between Defendants (who are also counter- and third
party plaintiffs) and Anloc LLC, Michael Coolures, James W.
Alexander 1993 Living Trust, Alexander Energy, and DMA Oil & Gas,
L.L.C. -- Plaintiffs -- and Jim Alexander, Barbara Alexander,
Richard Angelle, Dean Angelle, Jim Trippon, Frank Snortheim, Doug
DeBoer, Michelle Dunk, Hockley Energy, Inc., Armadillo Energy,
Inc., Altitude Mutual Fund Limited Partnership (a/k/a Altitude
Mutual Funds Limited Partnership), Paul Hendershott, Evergreen
Energy, Inc., Welsh & Chapoton, LLP, H. Ronald Welsh, John E.
Chapoton, Jr., Jared G. LeBlanc, Michael Twomey and Robert Dillon
-- Third Party Defendants -- additionally, in this case are the
claims of Greg Shindler, Boogalou Oil & Gas, LLC, Magnolia #2
Well, LLC, No. 3 Well, LLC, and Anderson Energy Investments, LLC
-- Shindler group.

The Plaintiffs are former clients of Bray & Jamison under a
written power of attorney, assignment of interest, and agreement
of representation dated Feb. 28, 2010.  The Contract provided,
among other things, for Bray & Jamison to receive up to 40% of the
gross recovery. Richard Fuqua was also a party to the Contract,
and would be compensated for his services by receiving on-third of
the legal fees and interests earned by Bray & Jamison under the
Contract.

On Nov. 18, 2010, a recovery was achieved under the Contract,
whereby Anloc recovered virtually 100% of an oil and gas lease
covering over 7,300 acres, the wells thereon, and over $840,000 in
funds that were being held in a court registry, as well as other
economic benefits.  4. Based thereon, Bray & Jamison and Fuqua
have received 38% of a portion of that recovery.

After Bray & Jamison and Fuqua received their assignment of
interests from the recovery, the former clients (i.e., the
Plaintiffs) filed suit against Bray & Jamison, its attorneys, Bray
and Jamison, and Fuqua, as well as the entities that attempted to
consummate the entire distribution of the recovery and subsequent
production revenues from the recovered wells. Already pending in
the case were claims made by the Shindler group against Anloc
seeking declaratory judgment as to the Shindler group?s rights and
interests in the subject oil and gas leases.

The Defendants, including Bray & Jamison, have counterclaimed
against Plaintiffs and brought third party actions against the
Third Party Defendants, alleging, inter alia, that Plaintiffs
breached and repudiated the Contract, converted Bray & Jamison and
Fuqua?s property, and engaged in abuse of process; that Anloc
breached its fiduciary duties as an operator of the leases; and
that Plaintiffs have engaged in conspiracy with the Third Party
Defendants, who aided and abetted them, in their attempts to
defraud Bray & Jamison and Fuqua of their interests and fees
earned under the Contract, and in so doing the Third Party
Defendants have tortiously interfered with the Contract and other
agreements involving Defendants, and have engaged in abuse of
process and conversion.  The Third Party Defendants include, among
others, individuals and entities who Defendants allege have a
history of fraudulent (and criminal) activities, including,
securities fraud relating to oil and gas interests.

The Defendants are seeking declaratory judgment as to Bray &
Jamison's and Fuqua?s rights, title and interest in the subject
leases, which are a significant asset of the debtor, Bray &
Jamison PLLC.  The debtor currently holds a portion of the asset
in the form of a duly recorded partial assignment of the leases
recovered.

The Plaintiffs are seeking declaratory judgment as to their
rights, title and interests in the subject leases, and also
disgorgement of Bray & Jamison?s and Fuqua?s rights, title and
interests in the leases, the asset referenced above, as well as
monetary fees received by them, which are property of the estate
of Bray & Jamison.

In addition, the Plaintiffs are seeking affirmative recovery
against Defendants (including, Bray & Jamison), in an amount which
has not yet been quantified. Defendants (including the debtor,
Bray & Jamison PLLC) are seeking affirmative recovery from
Plaintiffs and Third Party Defendants of damages and other relief,
as well as attorneys? fees and costs. These damage claims are
significant assets of the estate of the debtor, Bray & Jamison.
The fees and costs are continuing.

                       About Bray & Jamison

Bray & Jamison PLLC, based in Houston, Texas, filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-38957) on Oct. 23, 2011.
Judge Letitia Z. Paul presides over the case.  Thomas R. Bray,
Esq. -- braylawoffice@aol.com -- at Bray Associates, serves as the
Debtor's counsel.  It estimated $10 million to $50 million in
assets and $100,001 to $500,000 in debts.  The petition was signed
by Bruce L. Jamison and Thomas R. Bray, managers.


BRAY & JAMISON: Sec. 341 Creditors' Meeting on Nov. 28
------------------------------------------------------
The United States Trustee in Houston, Texas, will convene a
meeting of creditors pursuant to Sec. 341(a) of the Bankruptcy
Code in the bankruptcy case of Bray & Jamison PLLC on Nov. 28,
2011, at 1:30 p.m. at Houston, 515 Rusk Suite 3401. Proofs of
Claim are due in the case by Feb. 26, 2012.

Bray & Jamison PLLC, based in Houston, Texas, filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-38957) on Oct. 23, 2011.
Judge Letitia Z. Paul presides over the case.  Thomas R. Bray,
Esq. -- braylawoffice@aol.com -- at Bray Associates, serves as the
Debtor's counsel.  It estimated $10 million to $50 million in
assets and $100,001 to $500,000 in debts.  The petition was signed
by Bruce L. Jamison and Thomas R. Bray, managers.


C & M RUSSELL: Wants to Use Rent Proceeds Through April 2012
------------------------------------------------------------
C & M Russell LLC is seeking Bankruptcy Court permission to use
cash collateral consisting of rent revenues from five properties:

     (1) real property located at 302 West Imperial Avenue, El
         Segundo, California

         The 302 Property is an eight-unit, multifamily, income
         producing property.  The 302 Property is stabilized and
         is fully, or close to fully, occupied, with little
         turnover of tenants.  The Debtor estimates the value of
         the 302 Property to be $1,900,000 and the Property is
         encumbered by $1,186,499 in secured debt.  The 302
         Property is encumbered by:

         -- A first priority deed of trust in favor of JP Morgan
            Chase Bank, N.A., as successor in interest to
            Washington Mutual Bank, securing a loan for $846,499.
            The Debtor is current in its payments on the Chase
            Loan and the Chase Loan is not in default.

         -- A second priority deed of trust in favor of Vijay
            Fadia, an individual, securing a loan for $220,000.
            Interest was paid through Jan. 15, 2011.  No notice of
            default has been recorded.

         -- A third priority deed of trust in favor of Fadia,
            securing a loan for $120,000.  The Second 302 Fadia
            Loan is also secured by another one of the Debtor's
            properties, namely that certain real property located
            at 2722 Vanderbilt Lane, Redondo Beach, California.
            The Debtor is in default under the Second 302 Fadia
            Loan but the "Notice of Default" recorded by Fadia
            only address the 2722 Vanderbilt Lane property.

         The Debtor believes there is substantial equity in the
         302 Property, and the Secured Lenders' interests in the
         property are adequately protected by a substantial equity
         cushion.

     (2) real property located at 732 West Imperial Avenue, El
         Segundo, California

         The 732 Property is a 42-unit, multifamily, income
         producing property.  The 732 Property is stabilized and
         is fully, or close to fully, occupied, with little
         turnover of tenants.  The Debtor estimates the value of
         the 732 Property to be $7,350,000, which value has been
         confirmed by an informal valuation given to the Debtor by
         CB Richard Ellis.  The Property is encumbered by
         $3,500,000 in secured debt -- a first priority deed of
         trust in favor of JP Morgan Chase Bank, N.A., as
         successor in interest to Washington Mutual Bank, securing
         a loan in the approximate outstanding principal amount of
         $3,500,000.  The Debtor is current in its payments on the
         Chase Loan and the Chase Loan is not in default.  The
         Debtor believes there is substantial equity in the 732
         Property, and the Secured Lender's interest in the
         property is adequately protected by a substantial equity
         cushion.

     (3) real property located at 216 West Imperial Avenue, El
         Segundo, California

         The 216 Property is a 23-unit, multifamily, income
         producing property.  The 216 Property is stabilized and
         is fully, or close to fully, occupied, with little
         turnover of tenants.  The Debtor estimates the value of
         the 216 Property to be $4,000,000, which value has been
         confirmed by an informal valuation given to the Debtor by
         CB Richard Ellis.  The Property is encumbered by
         $2,230,000 in secured debt -- a first priority deed of
         trust in favor of JP Morgan Chase Bank, N.A., as
         successor in interest to Washington Mutual Bank, securing
         a loan in the approximate outstanding principal amount of
         $2,370,000.  The Debtor is current in its payments on the
         Chase Loan and the Chase Loan is not in default.  The
         Debtor believes there is substantial equity in the 216
         Property, and the Secured Lender's interest in the
         property is adequately protected by a substantial equity
         cushion.

     (4) real property located at 2120 Vanderbilt Lane, Redondo
         Beach, California

         The 2120 Property is an 11-unit, multifamily, income
         producing property.  It is stabilized and is fully, or
         close to fully, occupied, with little turnover of
         tenants.  The Debtor estimates the value of the 2120
         Property to be $2,000,000 and the Property is encumbered
         by $800,000 in secured debt.  The 2120 Property is
         encumbered by:

         -- A first priority deed of trust in favor of JP Morgan
            Chase Bank, as successor in interest to Washington
            Mutual Bank, securing a loan for $470,000.  As of the
            Petition Date, the Debtor has missed one payment on
            the 2120 Chase Loan.

         -- A second priority deed of trust in favor of Vijay
            Fadia, an individual, securing a loan for $328,000.
            The Debtor is in default under the 2120 Fadia Loan
            and, pursuant to a Notice of Trustee's Sale recorded
            in the real property records for the County of Los
            Angeles, the total alleged accelerated unpaid balance
            (including charges, penalties and expenses) is
            $360,726.

         The 2120 Fadia Loan was declared to be in default and is
         the debt that gave rise to a scheduled trustee's sale
         that was scheduled to be completed prior to the filing
         of the Debtor's first petition.  The Debtor believes
         there is substantial equity in the 2120 Property, and
         the Secured Lenders' interests in the property are
         adequately protected by a substantial equity cushion.

     (5) real property located at 2722 Vanderbilt Lane, Redondo
         Beach, California.

         The 2722 Property is a 16-unit, multifamily, income
         producing property.  The 2722 Property is stabilized and
         is fully, or close to fully, occupied, with little
         turnover of tenants. The Debtor estimates the value of
         the 2722 Property to be $2,150,000 and the Property is
         encumbered by $1,485,000 in secured debt.  The 2722
         Property is encumbered by:

         -- A first priority deed of trust in favor of JP Morgan
            Chase Bank, N.A., as successor in interest to
            Washington Mutual Bank, securing a loan for
            $1,363,135.  As of the Petition Date, the Debtor has
            missed one payment on the 2722 Chase Loan.

         -- A second priority deed of trust in favor of Vijay
            Fadia, an individual, securing a loan for $120,000.
            The Debtor is in default under the 2722 Fadia Loan, as
            reflected in that certain Notice of Default recorded
            in the real property records for the County of Los
            Angeles on June 13, 2011.

         The 2722 Fadia Loan is cross-collateralized with the
         Debtor's real property located 302 West Imperial Avenue,
         El Segundo.  The Debtor believes there is substantial
         equity in the 2722 Property, and the Secured Lenders'
         interests in the property are adequately protected by
         a substantial equity cushion.

The Debtor seeks a final order authorizing the use of cash
collateral on a final basis through and including April 30, 2012,
pursuant to operating budgets.

                        About C & M Russell

Los Angeles, California-based C & M Russell LLC first made a pro
se Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No. 11-
49889) on Sept. 21, 2011.  C & M Russell filed for another Chapter
11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20, 2011.
Judge Sandra R. Klein presides over the case.  Alan G. Tippie,
Esq., and Avi E. Muhtar, Esq. -- atippie@sulmeyerlaw.com and
amuhtar@sulmeyerlaw.com -- at SulmeyerKupetz, serve as the
Debtor's counsel.  In the second petition, the Debtor scheduled
assets of $17,499,500 and debts of $9,300,331.  The petition was
signed by Mattie B. Evans, chief executive member.


BROOKLYN NAVY: S&P Lowers Senior Debt Rating to 'B'
---------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on U.S.
electricity and steam producer Brooklyn Navy Yard Cogeneration
Partners L.P.'s (BNYCP) senior debt to 'B' from 'B+'. The outlook
is stable.

"The downgrade and stable outlook reflect our forecast that
coverage of annual debt service will remain about 1x between 2011
and 2016," said Standard & Poor's credit analyst Matthew Hobby.

BNYCP is a 220 megawatt (MW) to 300 MW gas- and oil-fired
cogeneration facility in Brooklyn, N.Y., that can produce up to 1
million pounds of steam per hour. It has a 40-year power and steam
purchase agreement (energy sales agreement) with Consolidated
Edison Co. of New York Inc. (A-/Stable/A-2) that expires in 2036.
The plant began operations in November 1996.

"The stable outlook reflects our base-case forecast that coverage
of senior lien debt service will remain about 1x in 2012-2016.
However coverage could decline significantly beginning in 2017
when scheduled annual debt service increases. In addition, the
effect of the project's 20-year gas supply and transportation
contracts' expiration in 2016 is not clear at this time. We could
lower the rating if significant reductions in liquidity occur or
become likely, which could result from increased maintenance costs
or contingent liabilities that reduce coverage to less than 1x.
Because the project benefits from a stable energy sales agreement
with a highly rated offtaker, the strong coverage levels that we
forecast after 2016 could result in an upgrade," S&P related.


C & M RUSSELL: Sec. 341(a) Creditors' Meeting Set for Nov. 30
-------------------------------------------------------------
The United States Trustee for the Central District of California
will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec.
341(a) in the bankruptcy case of C & M Russell LLC on Nov. 30,
2011, at 1:15 p.m. at RM 2610, 725 S Figueroa St., in Los Angeles.

Los Angeles, California-based C & M Russell LLC owns commercial
real estate properties.  C & M Russell first made a pro se Chapter
11 bankruptcy filing (Bankr. C.D. Calif. Case No. 11-49889) on
Sept. 21, 2011.  C & M Russell filed for another Chapter 11
petition (Bankr. C.D. Case No. 11-53845) on Oct. 20, 2011.  Judge
Sandra R. Klein presides over the case.  Alan G. Tippie, Esq., and
Avi E. Muhtar, Esq. -- atippie@sulmeyerlaw.com and
amuhtar@sulmeyerlaw.com -- at SulmeyerKupetz, serve as the
Debtor's counsel.  In the second petition, the Debtor scheduled
assets of $17,499,500 and debts of $9,300,331.  The petition was
signed by Mattie B. Evans, chief executive member.


CABI SMA: Seeks Extension of Solicitation Period to Jan. 23
-----------------------------------------------------------
Cabi SMA Tower I, LLLP, requests that the bankruptcy court enter
an order confirming that the Debtor remains within the exclusive
period for filing a plan and extending the exclusive period for
the Debtor to solicit acceptances to the Plan for a period of 91
days, through and including Jan. 23, 2012.

Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP,
notes that the Debtor is diligent with its efforts to effectively
reorganize and to negotiate with its largest secure creditor,
Brickell Central.  The Debtor continues to respond to information
requests from Brickell Central and has engaged in a lengthy
settlement conference with Brickell Central to dispel any concerns
Brickell Central may have regarding the feasibility of the Plan.
The Debtor says that during the settlement conference, its
financial advisor provided Brickell Central with exhaustive
information regarding the contours of the Plan and explained the
financial models relating to the Plan in extensive detail.  The
parties continue to negotiate and the Debtor is striving
diligently to resolve all of Brickell Central's objections prior
to the Disclosure Statement hearing.

According to Ms. Mora, the modest extension sought by the Debtor
is intended to allow the Debtor to finalize the plan process.

                Brickell Objects to Any Extension

Brickell Central LLC objects to any further extension of the
exclusive period, claiming that the Debtor has not met its burden
of establishing cause for any further extension.

Brickell Central notes that the case has now been pending for
10 months and the Court already granted the Debtor an additional
120-day extension of time.  The Debtor has had the approval of its
Disclosure Statement denied and the Court has held a total of
three hearings on approval of various disclosure statements.
Brickell Central believes that this single asset real estate case
has outlived its intended life under provisions of the Bankruptcy
Code for a single asset real estate case.

Brickell Center points out that this case has a small number of
creditors, the most significant of which is the Brickell Central.
Beyond the Debtor's urging that it "continues to make significant
strides in its attempt to forge a viable resolution of this case,"
there is no evidence before the Court which demonstrates the
existence of any of the several factors which should be critical
to a finding of "cause" for an extension of exclusivity in this
case.

Brickell Center states that the Debtor has not had any success in
developing a viable plan.  The success of its most recent proposal
rests entirely on the Debtor's ability to delay payment to
Brickell Central and procure more than $88 million in financing
seven years from now from an unknown source on unknown terms.  The
Debtor has not provided any evidence that there is a reasonable
probability that it will be able to propose any plan that will
result in a successful reorganization within a reasonable time.

Brickell Center is represented by:

         Frank P. Terzo, Esq.
         Leyza F. Blanco, Esq.
         Fernando J. Menendez, Esq.
         GRAYROBINSON, P.A.
         1221 Brickell Avenue, Suite 1600
         Miami, Florida 33131
         Tel: (305) 416-6880
         Fax: (305) 416-6887
         E-mail: Leyza.Blanco@gray-robinson.com

                      About Cabi SMA Tower I

Based in Miami, Florida, Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

No creditor's committee has been appointed in Cabi SMA Tower I,
LLLP's Chapter 11 case.

On April 27, 2011, Cabi SMA Tower I, LLLP filed its First Amended
Plan of Reorganization and an accompanying disclosure statement.


CARBON RESOURCES: Court Sets Nov. 14 Disclosure Statement Hearing
-----------------------------------------------------------------
Carbon Resources LLC will ask the U.S. Bankruptcy Court for the
District of New Mexico at a hearing Nov. 14 to approve the
disclosure statement explaining its proposed Chapter 11 plan.

The Debtor on Oct. 21, 2011 filed an amended version of the
Disclosure Statement and the Plan.

The Debtor intends to sell the coal mine and to pay the creditors
in full.  The actual conveyances will be accomplished by
assignment of leasehold interests and by deed, as appropriate.

In March of 2011, the Debtor granted a purchase option on the coal
mine to Delta Capital Coal Fund Pty Ltd, a coal mining operator
based in Perth, Australia.  The Debtor has obtained approval of
its application for a mining permit.  This regulatory approval was
the last significant requirement for Debtor to complete in order
to satisfy the conditions precedent of the Option Agreement with
Optionee.  The Optionee exercised its rights under the Option
and entered into an asset purchase agreement with the Debtor for
the purchase of the coal mine.

Bankruptcy Court approval of the proposed sale will be required.

Payments and distributions under the Plan will be funded by the
sale of the Debtor's coal mining interests to Purchaser.  The
sales price is $25,000,000 and is to be paid in three payments
over a period of three years.  Purchaser is to pay Debtor the cash
sum of $7,000,000 ($500,000 from the Option Fee being held in
escrow and $6,500,000 from Purchaser) on the closing date.
Currently, the closing date is no later than Dec. 1, 2011.

Future funding of promissory notes issued by Debtor to certain
claimants will be from a $3,000,000 payment due six months after
the closing date.  At this point, all of Debtor's creditors, other
than claims of insiders, will be paid in full.  A third and final
installment of $15,000,000 is due on the third anniversary of the
closing date, or sooner.

Class 3 - Secured Claims includes the claims of creditor PCMVII,
LLC, and creditor Carbon County Treasurer.  This class is
unimpaired.

The claim of creditor PCM arises from a note and accompanying
security documents.  With interest accrued to the anticipated
closing of sale date of Dec. 1, 2011, the claim is estimated to be
$5,500,000.  The note is secured by various collateral of the
Debtor.

The claim of Carbon County Treasurer is for property taxes in the
amount of $784.71 as of the filing date of the petition.  Interest
will continue to accrue to the Effective date.

Class 4 - General Unsecured Creditors, except for those insider
creditors in Class 5, will be paid 100% of their allowed claims on
the Effective Date.  This class is unimpaired.

Class 5 ? Insider Unsecured claims will each receive promissory
notes on the Effective date for the full amount of their claim,
payable one year after the Effective Date, bearing simple interest
at 4% per year, with all principal and interest due at the
end of the term.  Other than the aforementioned promissory notes,
Debtor will make no payment to any insider creditor until the
claims of all creditors in classes 1 through 4 have been paid in
full.

The only member of Class 6 ? Equity Holders is WRCC, LLC, who will
retain its equity interest in Debtor.  This class will receive an
amount sufficient on the Effective date to help offset the capital
gains and income tax liabilities of those parties that arise as a
direct result of the realization of taxable gain on the sale of
the assets.  However, no other distribution of income, sales
proceeds or any other payment, will be paid to any member of the
Debtor until all of the claims of all creditors in classes 1
through 5 have been paid in full.

A copy of the Disclosure Statement is available for free at:

       http://bankrupt.com/misc/carbonresources.dkt109.pdf

                    About Carbon Resources LLC

Sandia Park, New Mexico-based Carbon Resources LLC, a Nevada
limited liability company, owns a leasehold interest in an
approximately 5,060 acre coal lease near Scofield, Utah.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.M.
Case No. 10-16104) on Dec. 10, 2010.  M.J. Keefe, Esq., at Gilpin
& Keefe, PC, and the law firm of James M. LaGanke P.L.L.C., serve
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $22,210,696 in assets and $5,416,004 in liabilities as
of the Petition Date.


CAROLINA WINGS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carolina Wings of America, LLC
        1494 Lake Murray Boulevard
        Columbia, SC 29212

Bankruptcy Case No.: 11-06981

Chapter 11 Petition Date: November 9, 2011

Court: U.S. Bankruptcy Court
       District of South Carolina (Columbia)

Judge: John E. Waites

Debtor's Counsel: H. Flynn Griffin, III, Esq.
                  ANDERSON & ASSOCIATES, P.A.
                  P.O. Box 76
                  Columbia, SC 29202-0076
                  Tel: (803) 252-8600
                  Fax: (803)256-0950
                  E-mail: kim@andersonlawfirm.net

Estimated Assets: Not Stated

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/scb11-06981.pdf

The petition was signed by George R. Schoolmeester, member.

Affiliate that simultaneously sought Chapter 11 protection:

        Debtor                                  Case No.
        ------                                  --------
Carolina Wings of Amer. Holding Co., LLC        11-06982


CARPENTER CONTRACTORS: Can Use Cash Collateral Until January 2012
-----------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Carpenter Contractors of
America, Inc., and CCA Midwest, Inc., to modify the order:

   1) authorizing the Debtors to obtain postpetition financing;

   2) authorizing use of cash collateral;

   3) providing adequate protection; and

   4) granting liens, security interests and superpriority claims.

On April 6, 2011, the Court entered the DIP Order which, among
other things, authorized the Debtors to use First American Bank's
cash collateral, authorized the Debtors to obtain postpetition
financing from the Bank.  The DIP Order authorized the Debtors to
borrow $2,500,000 in the form of a term note, which is subject to
a floating interest rate of 30-day LIBOR plus 4.0% (with an
interest rate floor of 6.0%).

The Debtors' right to borrow funds or use cash collateral or any
proceeds of the Postpetition Loans already received will terminate
on Nov. 1, 2011, unless the Bank consents to an extension.

The Debtors needed additional funds to continue the operation of
their business.  The Debtors were unable to obtain the required
funds in the form of unsecured credit or unsecured debt allowable
under Section 503(b)(1) of the Bankruptcy Code as an
administrative expense.

The Court also ordered that the DIP order is amended to reflect:

   -- all obligations and commitments of the Prepetition Lender
   and the Postpetition Lender will terminate on Jan. 30, 2012;

   -- no later than Nov. 15, 2011, the Debtors will repay all of
   the Bank's outstanding professional fees incurred.

   -- the Debtors will repay the DIP Term Note to the Bank
   according to a 36-month amortization schedule, commencing on
   Nov. 1, 2011, subject to a floating interest rate of
   30-day LIBOR plus 4.0% (with an interest rate floor of 6.0%).

                   About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  Carpenter Contractors disclosed $42,900,573 in assets and
$25,861,652 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.


CHARLESTON ASSOCIATES: Stipulation on Cash Collateral Use Approved
------------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware approved Charleston Associates, LLC's stipulation with
The Official Committee of Unsecured Creditors and C-III Asset
Management LLC, for a resolution of the Committee's motion for
relief from the Court's cash collateral order.

The Court previously entered several interim cash collateral use
orders, the last being the 10th Interim Order issued on Sept. 1,
2011.

The parties stipulate that:

  -- The budgets approved by the 8th Interim Cash Collateral
     Order and 9th Interim Cash Collateral Order will be deemed
     revised to include a $25,000 per month line item for
     Committee professionals.

  -- The Committee and its professionals agree that none of the
     amounts to be paid from the cash collateral will be used to
     investigate or bring any contested matter or adversary
     proceeding against the Secured Lender in the nature of
     "lender liability."

The Committee Motion on limited use of rents will be deemed
withdrawn immediately upon entry of an order of the Bankruptcy
Court approving the Committee Stipulation.

C-III acts solely as special services on behalf of Bank of
America, N.A, as trustee for the Registered Certificateholders of
Bear Stearns Commercial Mortgage Securities, Inc.

                    About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group,
LLC.  The Debtor initially owned a 96 acre parcel of real estate
in Las Vegas, Nevada and began developing a large community
shopping center thereon.  Situated at the northeast corner of
the intersection of Charleston Boulevard and Rampart Boulevard,
the entire shopping center was to be known as "The Shops at Boca
Park."

The Debtor developed Phases I and II (approximately 54 acres) into
an operating shopping center whose tenants currently include
Target, Petland, Vons, Famous Footwear, Ross, OfficeMax, and a
number of other major national retailers and local retailers.  The
Debtor transferred developed portions of Phases I and II to
affiliates, but retained and continues to own nearly nine acres of
land in Phases I and II.

Phase III encompassed approximately 41.72 acres.  The Debtor
divided Phase III into two parcels consisting of the approximately
18.28 acre parcel that is the Boca Fashion Village property, and
an approximately 23.44 acre parcel of undeveloped land adjacent
thereto.  The Undeveloped Land, which remains largely unimproved,
was subsequently the subject of a "friendly foreclosure" by City
National Bank ("CNB").

The Debtor developed Boca Fashion Village into an operating
shopping center whose tenants currently include The Cheesecake
Factory, Gordon Biersch, Total Wine and More, Grimaldi's Pizzeria,
Kona Grill, REI, Pink the Boutique, and many other national and
local retailers.  Boca Fashion Village consists of three in-line
buildings containing 138,869 square feet of rentable area and an
additional 3.74 acre site.  The 3.74 acre site was formerly
subject to a ground lease, but is currently owned by Quality Real
Estate Management ("QREM"), and is being renovated to accommodate
the opening of a Fry's Electronics, Inc. store, a "big-box" retail
electronics store.  Approximately 118,258 square feet, or 85.2% of
the rentable area in Boca Fashion Village, is currently leased.
In addition, there is a cellular tower located on the property
that is currently leased to Nextel.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean Gramlich, Esq.,
and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Wilmington, Del., represent the Debtor as
Delaware counsel.  In its schedules, the Debtor disclosed
$92,348,446 in assets and $65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., Steven K. Kortanek, Esq., and Ryan Cicoski, Esq., at Womble
Carlyle Sandridge & Rice, LLP, in Wilmington, Del., represent the
Committee as Delaware counsel.


CIMA LLC: Section 341(a) Meeting Scheduled for Nov. 29
------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
of CIMA, L.L.C on Nov. 29, 2011, at 11:30 a.m.  The
meeting will be held at 299 E Broward Blvd Room 411, Fort
Lauderdale.

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 CIMA LLC

Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done.  CIMA is finalizing plans with
one or more investor groups for further development of this
parcel.

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011.  Judge Raymond B. Ray presides over
the case.  Leslie Gern Cloyd, Esq. at Berger Singerman, P.A.
represents the Debtor in its restructuring effort.  The company
listed assets of $18,876,064 and liabilities of $10,535,230.  The
petition was signed by J. Marion Uter, manager.


COMPASS DIVERSIFIED: Moody's Affirms 'Ba3' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service upgraded Compass Group Diversified
Holding's speculative-grade liquidity rating to SGL 2 from SGL 3
due to the recent closing of the new $515 million senior secured
credit facility. These ratings were affirmed: Ba1 rating on $290
million senior secured revolving credit facility, B1 rating on
$225 million senior secured term loan, Ba3 Corporate Family Rating
and B1 Probability of Default Rating. The rating outlook remains
stable.

"The combination of using the proceeds from the sale of Staffmark
to repay debt and the refinancing of its credit facility
significantly improves Compass' liquidity profile," said Kevin
Cassidy, Senior Credit Officer, at Moody's Investors Service.

This rating was upgraded:

Speculative grade liquidity rating to SGL-2 from SGL-3;

These ratings were affirmed:

Corporate Family Rating at Ba3;

Probability of Default Rating at B1;

$290 million revolving credit facility maturing in October 2016 at
Ba1 (LGD 2, 13%);

$225 million term loan maturing in October 2017 at B1 (LGD 4,
57%);

RATING RATIONALE

The Ba3 Corporate Family Rating reflects the company's strong
industry and product diversification, moderate financial leverage
(pro forma for the Camelbak acquisition and Staffmark sale) and
good interest coverage. The rating also benefits from the
company's size with revenue around $900 million (pro forma for
Camelbak acquisition and sale of Staffmark), and strong geographic
diversification throughout the US. The rating is constrained by
the company's policy of distributing the majority of its operating
cash flow to shareholders, the potential for further debt-funded
acquisitions and the potential for lower demand for the company's
products as a result of an uncertain economy.

The SGL-2 speculative grade liquidity rating reflects Moody's
belief that Compass will maintain a good liquidity profile over
the next 12-18 months. Liquidity is enhanced by having around $80
million of cash (proforma for the refinancing and Staffmark sale),
the extension of the revolver maturity to October 2016, the
additional amount available under the revolver because of the
refinancing, significant cushion under financial covenants and by
Compass' ability to monetize assets if needed. The term loan
matures in October 2017. Liquidity is constrained by the
consumption of cash after paying a regular distribution to
shareholders.

The stable outlook reflects Moody's expectation that Compass will
continue to generate strong cash flow before shareholder
distributions and will maintain debt/EBITDA between 2 and 3 times
and EBITA/interest around 4 times. Moody's expects Compass to
continue distributing most of its free cash flow to shareholders
and does not expect distributions well in excess of free cash
flow. The company's commitment to debt reduction following an
acquisition is incorporated in the outlook.

There is minimal near term upward rating momentum due to the
continuing weak economy, the recent sale of Staffmark and Moody's
expectation of further debt-funded acquisitions. An upgrade would
require steady growth in revenues and profitability and moderation
of shareholder payouts. Key credit metrics necessary for an
upgrade would be debt/EBITDA sustained around 2.5 times and
consistent generation of cash flow with sustained RCF/net adjusted
debt of at least 20%.

The ratings could be downgraded if the company revises its
business strategy and targets acquisitions that do not have stable
cash flow or if Compass increased debt to fund a distribution or
share repurchase. Key credit metrics driving a downgrade would be
adjusted leverage approaching 4 times for a sustained period, and
interest coverage approaching 2 times.

The principal methodology used in rating Compass was the Global
Consumer Durables rating methodology published in October 2010.
Moody's Special Comment, "Analytical Considerations in Assessing
Conglomerates" published in September 2007 was also used as an
analytical resource. Other methodologies and factors that may have
been considered in the process of rating this issuer can also be
found on Moody's website.

Compass holds majority ownership interests in eight distinct
unrelated operating subsidiaries: Advanced Circuits, American
Furniture Manufacturing, Anodyne Medical Devices, Fox Factory,
Halo Branded Solutions, Liberty Safe, ERGObaby and Camelbak. Its
strategy is to acquire and manage businesses that operate in
industries with long term macroeconomic growth opportunities and
have positive and stable cash flows. The company reported revenue
of approximately $900 million for the twelve months ended
September 30, 2011 (pro forma for the sale of Staffmark and
acquisition of Camelbak).


COSI INC: Board Still Ignoring Request for Meeting, Says BLUM
-------------------------------------------------------------
BLUM Growth Fund, activist shareholder in Cosi, Inc. disclosed
that the Cosi Board of Directors has again failed to respond to
its shareholders.

Without a stated and compelling plan to address the company's
problems, and after repeatedly disregarding several innovative and
comprehensive proposals to achieve profitability and increase
shareholder value, the Cosi Board of Directors has ignored a
request from investors for a special shareholder meeting.

An official response from the Chairman of the Board was requested
by Nov. 8, 2011 and that date passed without any response,
indicating the Board's reluctance to hear what is really on the
minds of Cosi shareholders.  It is yet another instance of the
Cosi Board of Directors blatantly ignoring the profound concerns
from its various shareholders, many of whom feel the situation at
Cosi is much more dire than the lack of urgency demonstrated by
the Board.

As part of an ongoing effort to drive positive changes at Cosi
through a shareholder democracy initiative, BLUM Growth Fund
provided the opportunity for shareholders to participate in a
voluntary, non-legally binding survey advertised in the Wall
Street Journal and Investor's Business Daily.

Shareholders revealed serious concerns through this survey over
the past two weeks, as nearly 100 shareholder responses clearly
demonstrate desperation for the Board of Directors to adopt a plan
that would drive shareholder value.  The overwhelmingly clear
results of that survey were issued last week and are available on
the BLUM Growth Fund website.  They support a respectful request
for the Cosi Board of Directors to exercise its power on behalf of
shareholders and call a special shareholder meeting well before
the annual shareholders meeting in May 2012.

Shareholders hoped the Board of Directors would address concerns
regarding the company's imminent failure and the recent
appointment of a new Board Director, Stephen Edwards.  The
appointment appears to be a result of the appointee's experience
and past association with several Board Directors relating to the
sale of a distressed restaurant company at a loss to its
shareholders.

Howard Penney, noted restaurant security analyst and Managing
Partner at Hedgeye Risk Management, recently wrote in his report
entitled Cosi-Destruction in Deerfield, "I have been analyzing the
restaurant industry for twenty years now and I have witnessed only
a few other companies that have destroyed more shareholder value
than Cosi."

The company is now in free fall with an interim CEO and Chairman
without restaurant experience and/or restaurant turnaround
experience.

Cosi has never made a profit with this Board of Directors in
office.  Instead, the company has accumulated a staggering loss of
$57.8 million in the past five years, in excess of 140% of its
current market capitalization, driving the stock price from $11.21
in March 2006 to a low of $0.56 on Sept. 12, 2011.

Jonathon Heller of The Street recently wrote, "Indeed, I've had my
doubts that the company can survive longer-term," after discussing
present operations at Cosi.  He also expressed optimism about the
innovative proposal from BLUM Growth Fund in his recent article
entitled Might Be Cosi's Last Chance.

BLUM Growth Fund has been clear with the Cosi Board of Directors.
It has explained that there are three options.

Option #1, the Board of Directors immediately adopts the latest
BLUM Growth Fund proposal dated October 12, 2011, that was filed
with the SEC.

Part of the proposal, which contains several compromises and
concessions, would retain three of the current Board Directors as
official members of the Board, and the others would form an
advisory group to the Board.  Four new official Directors
recommended by BLUM Growth Fund would join the new and refreshed
Cosi Board of Directors.  Each Board member would work for $1 in
the first year.  Brad Blum would serve as the chairman & CEO of
Cosi, and he too would work for $1 salary.

In addition, and importantly, BLUM Growth Fund, along with outside
investors, would provide $10 million as a backstop to a rights
offering to current shareholders who have expressed a desire to
invest more in the Cosi company, subject to and only if, the BLUM
Growth Fund proposal is adopted.  Otherwise, if the status quo
continues, these shareholders have expressed no interest in
investing and putting more of their money at risk.

Option #2 is that shareholders' desires are honored by having the
Cosi Board of Directors call a special shareholder meeting as soon
as possible, with the Board of Directors and BLUM Growth Fund each
prepared to live with the results of such meeting.  We strongly
believe that the fiduciary responsibilities and duties of the Cosi
Board of Directors mandates that such a special shareholder
meeting be called.

Option #3 would be implemented if the Cosi Board of Directors
rejects both Option #1 and Option #2.  It would leave shareholders
with its final option, which is to exercise their remaining
rights.  They would take any and all possible actions to achieve a
positive result for Cosi to protect the investments of current
shareholders and to create shareholder value.

"The Board of Directors has failed at every turn, managing to
drive the Cosi stock price down until it is almost valueless,
despite its position in the highest growth segment in the
restaurant industry, where brands like Chipotle and Panera have
achieved stock price growth of approximately +700% and +300%,
respectively in the past three years," said Brad Blum, owner of
BLUM Growth Fund.  "Shareholders have thrown down the gauntlet and
challenged the Board of Directors' failed actions and limited
abilities and have made it clear, they will not support further
destruction of Cosi."

In summary Blum added, "This whole matter is about one, and only
one, thing: RESULTS.  The Cosi Board of Directors now has an
opportunity to do something good for the company they represent.
The ball is in their court."

                        About BLUM Growth Fund

BLUM Growth Fund, LLC is a private entrepreneurial capital
investments company that is part of BLUM Enterprises, LLC. Brad
Blum is Founder and Owner of BLUM Enterprises, whose mission is to
"Provide Good Food for the Planet."  Based in Winter Park,
Florida, and with offices in New York City, BLUM Enterprises is a
progressive company dedicated to creating and operating highly
profitable restaurant brands that focus on providing good food
with exceptional flavor and responsible nutrition.

                            About Cosi, Inc.

Cosi(R) -- http://www.getcosi.com-- is a
national fast-casual restaurant chain that has developed featured
foods built around a secret, generations-old recipe for crackly
crust flatbread. This artisan bread is freshly baked in front of
customers throughout the day in open flame stone hearth ovens
prominently located in each of the restaurants. Cosi's warm and
urbane atmosphere is geared towards its sophisticated, upscale,
urban and suburban guests. There are currently 80 Company-owned
and 58 franchise restaurants operating in seventeen states, the
District of Columbia and the United Arab Emirates. The Cosi(R)
vision is to become America's favorite fast-casual restaurant by
providing customers authentic, innovative, savory food.


CROSS BORDER: Red Mountain Discloses 36.5% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Red Mountain Resources, Inc., and its
affiliates disclosed that they beneficially own 6,672,660 shares
of common stock of of Cross Border Resources, Inc., representing
36.5% of the shares outstanding.  As previously reported by the
TCR on Aug. 29, 2011, Red Mountain disclosed beneficial ownership
of 2,354,699 shares or 14.6% equity stake.  A full-text copy of
the Amended Schedule 13D is available for free at:

                        http://is.gd/WvoYzl

                    About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas.

The Company's balance sheet at June 30, 2011, showed
$26.37 million in total assets, $8.07 million in total
liabilities, and $18.30 million in total stockholders' equity.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended July 31,
2010.  The independent auditors noted that the Company has
negative working capital and recurring losses from operations.


CROSSOVER FINANCIAL: Wants Bowman's Case Dismissal Plea Denied
--------------------------------------------------------------
Crossover Financial I, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to deny motion to dismiss its Chapter 11 case
for bad faith filing.

The motion was filed by William R. Bowman and Geri A. Bowman;
Bruce D. Hacker and Nancy J. Hacker; H. Thomas Hall and Lousie M.
Hall; Donna M. Harmon; James B. House; Curtis Massey; Kathleen H.
Barton; Integrity Bank and f/b/o "IBAT," a Colorado corporation;
and Stephen L. Schwartzbach.

According to the Debtor, Bowman Group's motion must be denied
because, among other things:

   -- to the contrary, the bankruptcy case was filed by the Debtor
   to insure the orderly liquidation of property of the estate and
   to provide for the fair equitable treatment of its creditors;

   -- the Bowman Group, echoing the DeCelles Group's argument,
   turns a blind eye that a fundamental goal of the Bankruptcy
   Code in insuring that similarly situated creditors are treated
   fair and equitably;

   -- he Debtor's bankruptcy case was filed within 90 days after
   the DeCelles Group filed it transcript of judgment creating a
   judicial lien in the real property preserving the ability to
   avoid the lien as a preferential transfer; and

   -- through Chapter 11, the Debtor is seeking to orderly
   liquidate the real property and distribute the proceeds fairly
   and equitably.  The fact that the Debtor's principle asset
   consists of real estate does not demonstrate bad faith.  The
   purpose of a liquidating plan in Chapter 11 is to allow the
   Debtor to liquidate his property in a reasonable manner without
   a forced sale and to effect substantial cost savings.

The Debtor set a March 15 and 16, 2012, at 9:00 a.m., evidentiary
hearing on motion to dismiss case.  Discovery is due by Jan. 27.

As reported in the Troubled Company Reporter on Oct. 18, 2011,
creditors asked the Court to dismiss the Debtor's case because the
Debtor's sole asset is the land, which is a vacant parcel of
undeveloped raw land located in El Paso County, Colorado.  There
has been no activity on the land since 2007.  There is no equity
in the Land as the Debtor's debts far exceed the value of the
land.  There is no prospect in the foreseeable future that the
land can be developed or sold, and there is little to no hope of
the Debtor being able to obtain financing to continue developing
the land.

The creditors added that the Debtor has no employees, no ongoing
business operations, produces minimal cash flow and generates no
meaningful income.  The Debtor has had no cash since 2007 and has
been unable to obtain financing.

                 About Crossover Financial I, LLC

Crossover Financial I, LLC, based in Elizabeth, Colorado, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-24257) on
June 15, 2011.  Judge Sidney B. Brooks presides over the case.
Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., serves
as bankruptcy counsel.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.  The petition was
signed by Mitchell B. Yellen.

Charles F. Mcvay, The United States Trustee for Region 19, said
that a committee under 11 U.S.C. Sec. 1102 has not been appointed
because an insufficient number of persons holding unsecured claims
against Crossover Financial I, LLC have expressed interest in
serving on a committee.


CRYSTAL ROSE: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Crystal Rose, L.L.C.
        34225 N 27th Dr Bldg 5 Ste 240
        Phoenix, AZ 85085

Bankruptcy Case No.: 11-31086

Chapter 11 Petition Date: November 7, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Carlos M. Arboleda, Esq.
                  ARBOLEDA BRECHNER
                  4545 E. Shea Blvd., #120
                  Phoenix, AZ 85028
                  Tel: (602) 482-0123
                  Fax: (602) 482-4068
                  E-mail: arboledac@abfirm.com

Scheduled Assets: $450,237

Scheduled Debts: $1,308,539

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-31086.pdf

The petition was signed by Lori K. Anderson, manager.


CUSTOM HOUSING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Custom Housing, Inc.
        2602 E. Front Street
        Tyler, TX 75702

Bankruptcy Case No.: 11-61015

Chapter 11 Petition Date: November 9, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by Daniel L. Crouch, president.


DEAN FOOD'S: Moody's Says Ba3 Rating Unaffected by Impairment
-------------------------------------------------------------
Moody's Investors Service commented that it views as a credit
negative the announcement by Dean Food's ("Dean") of a $1.9
billion pre-tax ($1.6 billion after tax) impairment charge to
write down a substantial portion of the goodwill associated with
its Fresh Dairy Direct fluid milk business. However, the
announcement will not affect the company's Ba3 rating or negative
outlook. The sizable non-cash goodwill impairment charge resulted
from the increased challenges facing the fluid milk business,
including meaningful industry-wide volume declines and price
erosion. It also represents the acknowledgement by Dean that the
level of cash flow that it can reasonably expect from the Fresh
Dairy Direct business -- which is Dean's largest revenue generator
-- will not materially improve going forward.

The write down, which is based upon current analysis estimates of
goodwill and may be adjusted following further examination, is a
non-cash charge. The Company has provided an estimated range of
$1.6 to $1.7 billion after tax, booking the low end of this range
in the 3rd quarter with any potential adjustment to occur in the
4th quarter. The impairment charge is excluded for purposes of
calculating bank covenant ratios. Hence key credit metrics as well
as bank liquidity will not be affected by the accounting charge.

While Dean has made significant progress in paying down debt over
the last several quarters, due to aggressive cost cutting and
strong performance in its White Wave Alpro division, its leverage
improvement has been painfully slow, because of the drop in EBITDA
in the Fresh Dairy Direct business. Nevertheless, leverage has
improved and the company expects bank agreement defined debt to
EBITDA to reach 4.75 times or below by the end of the year (which
Moody's expects will be under 5.5 times after Moody's standard
accounting adjustments, the level above which a downgrade could
occur). Ratings could still be lowered if the company fails to
continue to lower leverage or if business conditions for fluid
milk remain unfavorable. Prices of milk have moderated somewhat in
the beginning of the fourth quarter, a trend which could lead to
improved fourth quarter performance since Dean historically
benefits in periods of commodity price moderation.

We also note that there is still an acceptable cushion in the mid
to high teens on a percentage basis over the bank covenant ratios,
even allowing for the next step down to 5.5 times debt to EBITDA
in the first quarter of next year, and that the cushion has
improved somewhat over Moody's expectations earlier this year.

The last rating action was on July 9th 2010 when Moody's assigned
ratings to the new bank facilities.

The principal methodology used in rating Dean Foods was Moody's
Global Packaged Goods Methodology, published in July 2009 and
available on www.moodys.com in the Rating Methodologies sub-
directory under the Research & Ratings tab. Other methodologies
and factors that may have been considered in the process of rating
this issuer can also be found in the Rating Methodologies sub-
directory on Moody's website.

Dean Foods, based in Dallas, TX, is the largest processor and
distributor of milk and various other dairy products in the United
States, and the largest producer of soy milk in Europe through its
Alpro division, with consolidated net sales of approximately $12.6
billion in the last twelve months ended in June 2011.


DECORATOR INDUSTRIES: Final Cash Collateral Hearing Wednesday
-------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida has granted, on an interim basis, Decorator
Industries, Inc.'s motion to use cash collateral securing
obligations to its prepetition lender.

The final hearing on the cash collateral motion is set on Nov. 16,
2011, at 10:30 a.m.

The Debtor is indebted to Crestmark Bank under a revolving credit
facility pursuant to the terms of (i) a Promissory Note executed
by the Debtor in favor of Crestmark dated April 20, 2010, in the
original principal amount of $2,000,000, and (ii) a Loan Security
Agreement dated April 20, 2010.  As of the Petition Date, the
unpaid balance on the Note is $1,063,663.  Any cash or cash
equivalents, funds or proceeds of or derived from certain of the
collateral securing the obligations of the Debtor may constitute
cash collateral within the meaning of Section 363 of the
Bankruptcy Code.

In its request, Decorator Industries said an immediate and
critical need exists for the Debtor to be permitted access to Cash
Collateral to continue to operate its business, pay its payroll
and other ordinary and necessary operating expenses, maintain
hundreds of jobs and preserve its ongoing, enterprise value.

As reported in the Troubled Company Reporter on Oct. 20, 2011,
the Debtor won interim authority to use cash collateral and
provide replacement lien to its lender on all of the Debtor's
property, subject and junior to (a) all unpaid fees due to the
Office of the United States Trustee pursuant to 28 U.S.C. Sec.
1930; and (b) all unpaid fees required to be paid to the Clerk of
the Bankruptcy Court.  However, the lender will not have or be
granted a Replacement Lien on or against any claims or causes of
action arising under Sections 542 through 550 of the Bankruptcy
Code or on or against the proceeds of the Avoidance Actions.

The Debtor proposes to use the Cash Collateral strictly in
accordance with the terms of a budget prepared by the Debtor.

                    About Decorator Industries

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

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


DELTA PETROLEUM: In Negotiations to Restructure its Debt Load
-------------------------------------------------------------
Delta Petroleum Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $428.72 million on $16.54 million of total revenue for
the three months ended Sept. 30, 2011, compared with net income of
$10.73 million on $12.65 million of total revenue for the same
period a year ago.

The Company reported a net loss of $30.26 million on
$23.05 million of total revenue for the three months ended
March 31, 2011, compared with a net loss of $15.99 million on
$29.17 million of total revenue for the same period during the
prior year.

The Company also reported a net loss of $458.46 million on $51.14
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $157.74 million on $46.59 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$554.27 million in total assets, $496.01 million in total
liabilities and $58.26 million in total equity.

As reported by the TCR on March 18, 2011, KPMG LLP, in Denver,
Colorado, noted that due to continued losses and limited borrowing
capacity the Company is evaluating sources of capital to fund the
Company's near term debt obligations.  "There can be no assurances
that actions undertaken will be sufficient to repay obligations
under the credit facility when due, which raises substantial doubt
about the Company's ability to continue as a going concern."

                        Bankruptcy Warning

As previously announced, in July 2011 the Company engaged
Macquarie Capital (USA) Inc. and Evercore Group, L.L.C., to advise
it in conducting a strategic alternatives process in order to
maximize shareholder value and address debt maturities arising in
2012, specifically the January 2012 maturity of the Company's
credit facility and the expected mandatory redemption in May 2012
of the Company's $115.0 million senior convertible notes.  In the
strategic alternatives process, the Company's board of directors
has considered a wide variety of possible transactions, including
the sale of the company, issuances of equity or debt securities,
sales of assets, joint ventures and volumetric production payment
financing, as well as other potential corporate transactions.
With respect to a potential sale of the company or its assets, the
Company solicited offers from a significant number of potential
purchasers, including domestic and foreign industry participants
and private equity firms, and have engaged in substantive
negotiations with several such potential purchasers.  However, the
Company has not received any definitive offer with respect to an
acquisition of the company or its assets that implies a value of
the assets that is greater than the Company's aggregate
indebtedness, and has not been able to identify any significant
source of additional financing that is likely to be available on
acceptable terms.  Accordingly, based on the results of the
process to date, the Company believes that a restructuring of its
indebtedness is likely to be necessary.  The Company is continuing
to discuss potential transactions with potential purchasers and
expect to engage in discussions with certain holders of its
outstanding senior notes.  There can be no assurance that these
discussions will lead to a definitive agreement on acceptable
terms, or at all, with any party.  Any transaction that is agreed
to could be highly dilutive to existing stockholders.  If the
Company is unsuccessful in consummating a transaction or
transactions that address our liquidity issues, the Company will
be required to seek protection under chapter 11 of the U.S.
Bankruptcy Code.

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

                        http://is.gd/f3wVJq

                      About Delta Petroleum Corp

Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an
oil and gas exploration and development company based in Denver,
Colorado.  The Company's core area of operation is in the Rocky
Mountain region, where the majority of its proved reserves,
production and long-term growth prospects are located.  Its common
stock is listed on the NASDAQ Capital Market System under the
symbol "DPTR."


DELTATHREE INC: Incurs $872,000 Third Quarter Net Loss
------------------------------------------------------
deltathree, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $872,000 on $2.21 million of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $729,000 on
$3.52 million of revenue for the same period a year ago.

The Company also reported a net loss of $2.46 million on
$8.20 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.01 million on $9.98 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.63 million in total assets, $5.47 million in total liabilities
and a $3.84 million total stockholders' deficiency.

As reported in the TCR on March 23, 2011, Brightman Almagor Zohar
& Co., in Tel Aviv, Israel, expressed substantial doubt about
deltathree, Inc.'s ability  to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that of the Company's recurring losses from operations and
deficiency in stockholders' equity.

                        Bankruptcy Warning

In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation or ceasing operations.  In the event
that it is unable to secure additional funding, the Company may
determine that it is in its best interests to voluntarily seek
relief under Chapter 11 of the U.S. Bankruptcy Code.  Seeking
relief under the U.S. Bankruptcy Code, even if the Company is able
to emerge quickly from Chapter 11 protection, could have a
material adverse effect on the relationships between the Company
and its existing and potential customers, employees, and others.
Further, if the Company was unable to implement a successful plan
of reorganization, the Company might be forced to liquidate under
Chapter 7 of the U.S. Bankruptcy Code.

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

                        http://is.gd/4cJEEm

                          About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.


DICKENS 123: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DICKENS 123 LLC
        2408 N. Kedzie
        Chicago, IL 60647

Bankruptcy Case No.: 11-45383

Chapter 11 Petition Date: November 8, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.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 filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-45383.pdf

The petition was signed by Relu Stan, member.


DIRECTBUY INC: S&P Cuts Ratings Further on Restructuring Concerns
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that DirectBuy Inc.'s financial
performance and liquidity standing continue to deteriorate and it
could be considering a restructuring, Standard & Poor's Ratings
Services said Monday.


DYNEGY INC: Fitch Lowers Holdings' IDR to 'D' After Bankruptcy
--------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Dynegy
Holdings LLC to 'D' following its bankruptcy filing.  Based on an
updated recovery analysis, Fitch has upgraded DH's unsecured bond
ratings to 'CCC/RR2' from 'CC/RR4' and subordinated capital trust
securities ratings to 'C/RR5' from 'C/RR6'.

In addition, Fitch has revised the Rating Watch on Dynegy Inc.'s
'CC' IDR to Evolving from Negative.  Fitch has also placed the
IDRs and security ratings for Dynegy Power, LLC (GasCo) and Dynegy
Midwest Generation, LLC (CoalCo) on Rating Watch Negative.

DH and four of its wholly-owned subsidiaries filed for bankruptcy
protection on Nov. 7, 2011.  DH also announced a restructuring
agreement with a group of investors holding roughly $1.4 billion
of senior unsecured DH notes, regarding a framework for
restructuring DH's approximately $4.2 billion in debt obligations.
Under the terms of this framework, all unsecured obligations of
DH i.e. $3.4 billion in senior unsecured notes, $200 million of
subordinated capital trust securities, approximately $594 million
in PV of future lease payments under DH's Central Hudson lease,
plus accrued interest owed, would be exchanged for the following:

  -- $400 million cash payment;

  -- $1 billion in new seven-year, 11% notes issued by Dynegy that
     would be secured by equity interest in CoalCo and GasCo (or
     an additional $1 billion cash payment if more favorable
     financing can be obtained elsewhere);

  -- $2.1 billion in Dynegy's new mandatory convertible payment-
     in-kind (PIK) notes maturing Dec. 31, 2015.

Subordinated note holders would participate in the proposed
restructuring as unsecured claims, but their recovery would be
subject to enforcement of their contractual subordination to the
senior unsecured notes.  Alternatively, the subordinated note
holders will be offered the opportunity to participate, without
subordination, in the restructuring as an unsecured note holder
at $0.25 for every dollar of claims.

The restructuring support agreement requires negotiation of
definitive documents by Dec. 7, 2011 as well as implementation of
the transaction pursuant to a Chapter 11 plan for DH, which must
become effective by Aug. 1, 2012.  The parties may terminate the
restructuring support agreement if the definitive documents are
not agreed to by the necessary majorities or if certain other
milestones to consummation are not achieved.  The Consenting
Noteholders have also agreed to suspend their pending litigation
against Dynegy.

Fitch's recovery analysis for DH's senior unsecured notes reflects
an estimated enterprise value resulting from the combined equity
value from the GasCo and the $1.25 billion undertaking issued by
Dynegy to Dynegy Gas Investments (DGI, a subsidiary of DH)).
This results in an 'RR2' recovery range (71-90%) for the senior
unsecured notes and an 'RR5' recovery range (11-30%) for the
subordinated capital trust securities.  The recoveries reflect the
liability arising from rejection of Central Hudson lease at $300
million, even though the liability could be lower if the lease was
construed as true lease by the bankruptcy judge.  Fitch's analysis
of the terms of the restructuring agreement as described above,
also result in a similar range of recoveries for the two debt
classes at DH.  This reflects Fitch's view of a 51-70% recovery
value for the proposed mandatory convertible PIK notes.

The Rating Watch Evolving at Dynegy reflects the varying outcomes
that could result out of DH's bankruptcy proceedings.  A quick
resolution of DH's bankruptcy proceedings with terms mirroring the
restructuring agreement could potentially be a credit positive
for the company.  Conversely, a termination of the restructuring
agreement could expose the company to a protracted and costly
bankruptcy process.

The Rating Watch Negative on Dynegy Power, LLC and Dynegy
Midwest Generation, LLC reflect the uncertainty around potential
litigation that could arise during DH's bankruptcy proceedings
that may seek to unravel the reorganization effected in July 2011,
which resulted in the creation of Dynegy Coal Holdco, LLC and
Dynegy Gas HoldCo, LLC and the subsequent first lien financing, or
other assertions.

Fitch has taken the following ratings actions:

Dynegy Holdings, LLC.

  -- IDR downgraded to 'D' from 'CC';

  -- Senior unsecured notes upgraded to 'CCC/RR2' from 'CC/RR4'.

Dynegy Capital Trust I

  -- Trust preferred upgraded to 'C/RR5' from 'C/RR6'.

Fitch has revised the Rating Watch to Evolving from Negative for
the following ratings:

Dynegy, Inc.

  -- IDR 'CC'.

Fitch has placed the following ratings on Rating Watch Negative:

Dynegy Power, LLC

  -- IDR 'CCC';

  -- Secured term loan 'B/RR1'.

Dynegy Midwest Generation, LLC

  -- IDR 'CCC';

  -- Secured term loan 'B/RR1'.

The ratings above were unsolicited and have been provided by Fitch
as a service to investors.

Applicable Criteria and Related Research:

  -- 'Corporate Rating Methodology', Aug. 12, 2011;

  -- 'Distressed Debt Exchange', Aug. 12, 2011;

  -- 'Recovery Ratings and Notching Criteria for Utilities', May
     12, 2011;

  -- 'Rating North American Utilities, Power, Gas and Water
     Companies', May 16, 2011.


DYNEGY INC: Debtors Propose $15 Million Intercompany Loan
---------------------------------------------------------
Dynegy Holdings LLC and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
execute and enter into intercompany financing arrangements
totaling $15 million.

Under the financing arrangements, Dynegy Holdings will provide
intercompany financing on a revolving postpetition basis to Dynegy
Northeast Generation, Inc., Hudson Power, L.L.C.,
Dynegy Danskammer, L.L.C., and Dynegy Roseton, L.L.C., in the
aggregate amount of $15 million, out of which $7.5 million may be
used on an interim basis.

The Intercompany Credit Facility will be used for working capital
and other corporate needs and administrative expenses related to
the Chapter 11 cases, including certain fees and expenses of
professionals.

The Facility will mature on May 6, 2012, or the date of
acceleration of the Debtors' obligations, or the date of the
closing of a sale of all or substantially all of any of the
borrower's assets pursuant to Section 363 of the Bankruptcy
Code or confirmation of a plan of reorganization with respect to
any Borrower Debtor.

All outstanding principal balances under the Intercompany Credit
Facility bear interest at 9.25%.

To secure all obligations of the Credit Parties under the
Intercompany Credit Facility, the Lender will receive valid and
perfected security interests in, and liens upon, all of the
Borrower Debtors' rights, title and interest in, to and under all
accounts, instruments, chattel paper, payment intangibles and
other accounts receivable or rights to payment arising from the
sale of electricity and related products and services or otherwise
arising under any electricity sale contract, all supporting
obligations in respect thereof and all proceeds and products of
any or all of the Collateral.

The Intercompany Credit Facility Obligations will constitute a
superpriority administrative claim having priority over all
administrative expenses of the kind specified in sections 503(b)
or 507(b) of the Bankruptcy Code, and over any and all
administrative expenses or other claims arising under the
Bankruptcy Code.

Commencing with the calendar week ending December 23, 2011, the
Borrower Debtors will not permit, as of the end of any calendar
week, either (i) the aggregate cash receipts of the Borrower
Debtors for the period from November 14, 2011 through the end of
the calendar week to be less than 75% of the aggregate cash
receipts of the Borrower Debtors or (ii) the aggregate operating
cash disbursements of the Borrower Debtors for the period from
November 14, 2011 through the end of the calendar week to be
greater than 125% of the aggregate operating cash disbursements of
the Borrower Debtors.

Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York,
maintains that the Intercompany Credit Facility is vital to the
orderly administration of the Borrower Debtors' estates.  She adds
that it is critical that the Borrower Debtors immediately obtain
access to sufficient postpetition financing during the interim
period.  Absent court approval of the request, the Borrower
Debtors face a substantial risk of severe disruption to their
business operation and inability to carry out their plan to
transition control of the Leased Facilities, and Dynegy Holdings
is at risk of letting estate value dissipate, Ms. Mullen asserts.

A full-text copy of the Intercompany Credit Agreement is available
for free at http://bankrupt.com/misc/dynegyica.pdf

        Court Slashes Interim Loan at Tuesday's Hearing;
                  Bondholders May Seek Examiner

Judge Cecilia G. Morris of U.S. Bankruptcy Court in Poughkeepsie,
New York, approved a revision that will allow the four Dynegy
subsidiaries to tap $5 million -- instead of the $7.5 million
requested -- of a $15 million bankruptcy loan, after a lawyer for
bondholders expressed concern over the intercompany loan and
raised questions about whether Dynegy acted properly in its months
leading up to bankruptcy, Joseph Checkler, writing for Dow Jones'
Daily Bankruptcy Review, reported.

"I've been practicing bankruptcy for 20 years, and I've never seen
a motion like this," said Cadwalader, Wickersham & Taft LLP's
George A. Davis, a lawyer representing U.S. Bank, according to
DBR.

U.S. Bank's counsel may be reached at:

         George A. Davis, Esq.
         CADWALADER, WICKERSHAM & TAFT LLP
         One World Financial Center
         New York, NY 10281
         Tel: 212-504-6797
         E-mail: george.davis@cwt.com

According to DBR, while Judge Morris said accusations of fraud
wouldn't have as much weight at a first-day hearing as they might
later in the case when they're accompanied by testimony and
evidence, she said some of Mr. Davis's questions were similar to
the ones she had.

"Why don't we have third-party financing?" Judge Morris asked,
after Mr. Davis wondered why the subsidiaries didn't come to the
Dynegy bondholders looking for the bankruptcy loan.

Mr. Davis told the Court Tuesday that several parties want to
eventually ask Judge Morris to appoint an examiner to look at
possible wrongdoing by Dynegy.

Dynegy expects to ask for approval of the rest of the $15 million
loan at a Dec. 2 hearing, but it's clear that will be contentious,
too, according to DBR.

The report further noted that the objections to the proposed loan
also pushed back until Dec. 2 a ruling on whether two Dynegy
subsidiaries could get out of two leases they have with indirect
subsidiaries of Public Service Enterprise Group Inc. to operate
two aging power plants in Newburgh, N.Y., less than 20 miles
outside of Poughkeepsie.  The companies would have faced $82.5
million in lease payments due Tuesday for those plants.

DBR notes regulatory requirements prevent Dynegy subsidiaries from
simply tossing the lease agreements and handing over the keys to
the landlords.  Rather, they must keep operating those plants
until the landlords win regulators' approval to take over.

                      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: Debtors Seek to Reject Danskammer & Roseton Leases
--------------------------------------------------------------
Dynegy Holdings LLC and its debtor-affiliates ask the bankruptcy
court for authority to reject certain leases known as "Facility
Leases" and other executory agreements and unexpired leases
effective as of November 7, 2011.

On or about May 8, 2001, Debtors Dynegy Roseton, L.L.C., and
Dynegy Danskammer, L.L.C., each entered into a sale-and-leaseback
transaction pertaining to the Roseton power-generating Units 1 and
2 and Danskammer power-generating Units 3 and 4.

Two special purpose entities -- Roseton OL LLC and Danskammer OL
LLC -- purchased the Facilities and an interest in the related
common facilities from the Debtors.  The Owner Lessors are
subsidiaries of Resource Capital Management Corporation, a third
party investor and a wholly-owned subsidiary of PSEG Resources
Inc.

The purchase price of the Danskammer Facility was approximately
$300 million.  The purchase price of the Roseton Facility was
approximately $620 million.  To fund their purchases of the Leased
Facilities, the Owner Lessors used $138 million in equity funding
from other PSEG Entities, and financed the remaining $800 million
of the purchase price and related transaction expenses through a
private offering of pass-through trust certificates, which were
sold to qualified institutional buyers.  Proceeds thereof were
then used to purchase debt instruments from the Owner Lessors,
which are held, together with the Pass-Through Trust Certificates,
for the benefit of the Pass-Through Certificate Holders by U.S.
Bank National Association, in its capacity as Successor Lease
Indenture Trustee under the Indentures of Trust, Mortgage,
Assignment of Leases and Rents and Security Agreement related to
each Facility.

Each of the Owner Lessors also simultaneously leased its Facility
to the Debtor Lessee pursuant to a facility lease.  Absent early
termination, the Danskammer Lease expires on May 8, 2031, and the
Roseton Lease on February 8, 2035.

Under the Facility Leases, rent is paid in advance in semi-annual
payments.  Lease payments are used by the Owner Lessors to support
the principal and interest payments on the Pass-Through Trust
Certificates, which are secured by, among other things, an
assignment of the Facility Leases and a mortgage on the Leased
Facilities.  Lease payments in excess of the amounts required to
service the Pass-Through Certificates are available for
distribution to the Equity Investor.

The Lessees must make periodic rent payments on May 8 and November
8 of each year, Dynegy Danskammer through 2030 and Dynegy Roseton
through 2034.  Any payments by the Lessees or the Guarantor are
applied pro rata to the Facility Leases, and neither Facility
Lease may be preferred over the other.  The next three rent
payments due for each Leased Facility, as well as the total rent
payments remaining until the end of the Lease terms, are:

                                                    11/08/11
                                                  through end
Facility       11/08/11     05/08/12      11/08/12      of term
--------       --------     --------      --------  -----------
Danskammer   $3,888,713   $3,888,713   $78,574,842  $102,991,141
Roseton     $78,594,126  $51,629,366   $44,623,745  $691,030,741
          -----------  -----------   -----------  ------------
Total    $82,482,840  $55,518,080  $123,198,587  $794,021,882

In addition to each Facility Lease, the Debtors also seek to
reject, to the extent executory, each of these related material
agreements:

  * two substantially identical Guarantees entered into by
    Holdings for the benefit of the Indenture Trustee and the
    Pass-Through Trust Certificate Holders on May 1, 2001, among
    other parties, including the Owner Lessors;

  * two substantially identical Participation Agreements entered
    into on May 1, 2001 by each Debtor Lessee and its respective
    Owner Lessor and Owner Participant, Wilmington Trust
    Company, and the Indenture Trustee, which set forth the
    manner in which the parties agreed to participate in the
    transaction, the conditions precedent to the participation,
    the representations and warranties of the parties and
    certain covenants and indemnities of the parties made in
    connection with the transaction;

  * the agreement between both Debtor Lessees and the Indenture
    Trustee, dated May 1, 2001, that created the trust which
    issued the Pass-Through Trust Certificates; and

  * two substantially identical Tax Indemnity Agreements entered
    into on the Closing Date between each Debtor Lessee and its
    respective Owner Lessor, the Owner Participant, Resources
    Capital Management Corp. and PSEGR Newburgh Holdings LLC,
    pursuant to which each Debtor Lessee agreed to indemnify
    Resources Capital Management Corp. for any adverse tax
    consequences that may be caused by certain acts or failures
    to act by the Debtor Lessee.

The Debtors assert that the Executory Contracts and the Facility
Lease are a burden to their estate.

The economic performance of the Leased Facilities, according to
Martin W. Daley, vice president and general manager of Dynegy
Power LLC, does not support continued operations by the Debtors.
Even excluding rent payments due under the Lease Documents, total
gross margin at the plant level between August and December 2011
is projected to fall short of total operating expenses at the
plant level by approximately $3 million, he points out.  Cash
payment obligations arising under the Lease Documents by
themselves add an additional expense of roughly $82.5 million
during that period, he adds.

                    Hearing Moved to Dec. 2

Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reported that the ruling on the Debtors' request to reject two
leases with indirect subsidiaries of PSEG was pushed back to
December 2 after a contentious hearing on Tuesday over the request
of four Dynegy subsidiaries to tap $5 million -- instead of the
$7.5 million requested -- of a $15 million bankruptcy loan.
Cadwalader, Wickersham & Taft LLP's George A. Davis, a lawyer
representing U.S. Bank, one of Dynegy's bondholders, expressed
concern over the intercompany loan and raised questions about
whether Dynegy acted properly in its months leading up to
bankruptcy.

The Debtors would have faced $82.5 million in lease payments due
Tuesday for the plants subject to those leases.

DBR notes regulatory requirements prevent Dynegy subsidiaries from
simply tossing the lease agreements and handing over the keys to
the landlords.  Rather, they must keep operating those plants
until the landlords win regulators' approval to take over.

                      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: Debtors Want More Time to Pay Facilities Lease
----------------------------------------------------------
Dynegy Holdings LLC and its debtor-affiliates ask the bankruptcy
court to extend the time for making periodic lease payments under
the facility leases entered into by Debtors Dynegy Roseton,
L.L.C., and Dynegy Danskammer, L.L.C., for a period of 60 days
from the Petition Date, or until Jan. 6, 2012.

Under Section 365(d)(3) of the Bankruptcy Code, a debtor will
timely perform all [its] obligations . . . arising from and after
the order for relief under any unexpired lease of nonresidential
real property, until the lease is assumed or rejected.

Thomas E. Lauria, Esq., at White & Case LLP, in New York, relates
that the Lease Documents constitute unexpired leases of
non-residential real property.  Under the terms of the Lease
Documents, lease payments totaling $82,482,840 were due Nov. 8.

Mr. Lauria says the Debtors are given a five business day grace
period, or until Nov. 15, during which they may make the Lease
Payments and avoid triggering an event of default under the Lease
Documents.

Mr. Lauria notes that the Debtors have sought authority from the
Court to reject the Facility Leases and deem the rejection to be
retroactively effective as of Nov. 7.  The Court's decision on the
issue of retroactivity, however, cannot be rendered until after
the hearing on the Motion to Reject currently scheduled for
November 21, 2011, which is 6 days after the November 8th Lease
Payments are due, Mr. Lauria further notes.

"This Motion to Extend seeks to temporarily extend this payment
deadline, pending the Court's decision on retroactive rejection of
the Lease Documents," Mr. Lauria says.

The granting of the relief requested in the Motion to Reject will
eventually render an extension moot, but in the meantime an
extension will avoid significant potential harm to the Debtor
Lessees and their estates, Mr. Lauria contends.

                      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)


EAGLE CROSSROADS: Can Use BofA Cash Collateral on Final Basis
-------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized, on a final basis, Eagle
Crossroads Center, LLC to collect all rents generated by its
retail shopping center in North Las Vegas on and after the
Petition Date and to use cash collateral.

The Debtor is authorized to use accounts and postpetition revenues
to satisfy its actual, ongoing, postpetition obligations, as
identified in the budget.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant BofA a replacement lien on all
of the Debtor's unencumbered postpetition revenues, subject to an
appropriate carve out for the payment of administrative expenses
including professional fees.

The Debtor will also provide BofA all receipts, invoices, checks,
and other similar documents evidencing the Debtor's actual monthly
expenses.

As reported in the Troubled Company Reporter on Sept. 27, 2011,
on Nov. 20 2007, the Debtor entered into a loan agreement with
Morgan Stanley Mortgage Capital Holdings LLC, pursuant to which
the Debtor borrowed $52 million.  The Debtor has used the proceeds
of the loan to own, maintain, and operate the retail shopping
center property located at 6464 Decatur Boulevard in North Las
Vegas, Nevada.

Subsequently, and effective as of Dec. 28, 2007, Morgan Stanley
assigned its rights, title and interest in the loan, and to the
loan documents, to Wells Fargo Bank, N.A., as trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-HQ13.  Six months later, i.e. effective
as of June 30, 2009, Wells Fargo assigned its rights, title and
interest in the loan, and to the loan documents, to the lender.

Bank of America is represented by:

         Alfredo R. Perez, Esq.
         WEIL, GOTSHAL & MANGES LLP
         700 Louisiana, Suite 1600
         Houston, TX 77002
         Tel: (713) 546-5000
         Fax: (713) 224-9511
         E-mail: alfredo.perez@weil.com

                   - and -

         Manesh J. Shah, Esq.
         WEIL, GOTSHAL & MANGES LLP
         200 Crescent Court, Suite 300
         Dallas, TX 75201
         Tel: (214) 746-7000
         Fax: (214) 746-7777
         E-mail: manesh.shah@weil.com

                   - and -

         David A. Barksdale, Esq.
         Jon T. Pearson, Esq.
         BALLARD SPAHR LLP
         100 North City Parkway, Suite 1750
         Las Vegas, NV 89106
         Tel: (702) 471-7000
         Fax: (702) 471.7070
         E-mail: barksdaled@ballardspahr.com
                 pearsonj@ballardspahr.com

                   About Eagle Crossroads Center

Los Angeles, California-based Eagle Crossroads Center, LLC, owns
and operates a retail shopping center property located at 6464
Decatur Boulevard, in North Las Vegas, Nevada.  The Property has
consistently maintained strong occupancy rates, and is currently
roughly 95% occupied.

Eagle Crossroads Center filed for Chapter 11 bankruptcy (Bankr. D.
Nev. Case No. 11-23749) on Aug. 30, 2011, before Judge Bruce T.
Beesley.  Thomas H. Fell, Esq., at Gordon Silver, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets and
debts of $50 million to $100 million as of the Chapter 11 filing.


ECOSPHERE TECHNOLOGIES: Incurs $242,992 Third Quarter Net Loss
--------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $242,992 on $8.20 million of total revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$605,404 on $2.18 million of total revenues for the same period a
year ago.

The Company also reported a net loss of $5.53 million on
$12.80 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $18.80 million on
$6.42 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$9.49 million in total assets, $7.01 million in total liabilities,
$3.95 million in total redeemable convertible cumulative preferred
stock, and a $1.47 million total stockholders' deficit.

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

                       http://is.gd/i4zHkQ

                   About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

As reported in the TCR on Mar 22, 2011, Salberg & Company, P.A.,
in Boca Raton, Fla., expressed substantial doubt about Ecosphere
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has a net loss applicable to Ecosphere Technologies,
Inc. common stock of $22,237,207, and net cash used in
operations of $1,267,206 for the year ended Dec. 31, 2010, and a
working capital deficit, a stockholders' deficit and an
accumulated deficit of $5,459,051, $1,780,735 and $110,025,222,
respectively, at Dec. 31, 2010.  In addition, the Company has
redeemable convertible cumulative preferred stock that is eligible
for redemption at a redemption amount of $3,877,796 including
accrued dividends as of Dec. 31, 2010.


ECOTOPE ENVIRONMENTAL: In Receivership; Some Assets in Auction
--------------------------------------------------------------
Dan McGowan at GoLocalProv News reports that Ecotope Environmental
Services, Ltd., formerly known as CleanScape, Inc., the South
Providence recycling company that is more than 90 days past-due on
a $410,000 loan from the Providence Economic Development
Partnership (PEDP) also received a $300,000 loan from the Rhode
Island Economic Development Corporation's Small Business Loan
Fund, records show.

Ecotope Environmental is now in receivership and already has had
some of its assets auctioned off, according to Joshua Teverow, the
lawyer who represents the PEDP, according to the report.

GoLocalProv News notes that Mr. Teverow said the PEDP has filed a
Proof of Claim with Superior Court, and is working with the
Receiver and the SBLF, who is pari passu with the PEDP, to sell
the business and the real estate.

Ecotope Environmental Services is one of 11 companies the PEDP is
actively seeking collection against for being at least 90 days
past-due on what they owe, the report says.

In most cases, GoLocalProv News relates that a PEDP loan is
personally backed by the business owner, meaning the only way to
get out from paying it back is to file for bankruptcy.  In
Ecotope's case, the company is backed by the South Providence
Development Corporation, GoLocalProv News relays. Because there
appears to be a buyer of the business, Mr. Teverow said he doesn't
believe the PEDP will have to seek collection against the
nonprofit, GoLocalProv News adds.

Ecotope Environmental Services, Ltd. (formerly known as
CleanScape, Inc.) is a South Providence recycling company that was
run by the non-profit South Providence Development Corporation and
the Urban League of Rhode Island.


ELECTRIC-SPIN CORP: Files for BIA Bankruptcy in Canada
------------------------------------------------------
Electric-Spin Ltd.'s sole operating subsidiary, Electric-Spin
Corporation, has filed an assignment into bankruptcy under the
Bankruptcy and Insolvency Act.

Schonfeld Inc., Receivers + Trustees, has been appointed as the
trustee in bankruptcy.  For further information please contact
Robert Link at Schonfeld Inc., Trustee in Bankruptcy:
(416) 862-7785


EUROCLASS MOTORS: Taps Landa Umpierre as External Auditor
---------------------------------------------------------
Euroclass Motors, Inc., seeks permission from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire Landa Umpierre, PSC,
as external auditor.

The firm will provide external audit services to the Debtor for
the year ended Sept. 30, 2011.

The Debtor will pay Landa Umpierre an audit services fee of
approximately $6,500 plus out-of-pocket expenses.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                      About Euroclass Motors

San Juan, Puerto Rico-based Euroclass Motors, Inc. filed for
Chapter 11 protection (Bankr. D. P.R. Case No. 11-05772) on
July 6, 2011.  Ramon Vega Diaz, president of the Debtor, filed the
petition.  The Chapter 11 case of Euroclass Motors, Inc., has been
reassigned to the Hon. Mildred Caban Flores.

The Debtor estimated assets between $1 million and $10 million
and estimated debts between $10 million and $50 million.

Charles Alfred Cuprill, at Charles A Cuprill, PSC Law Office, in
San Juan, Puerto Rico, represents the Debtor in this case.

Affiliate Autos Vega, Inc., is a car dealership engaged in the
sales of new and used cars and trucks car parts, accessories and
providing vehicle repair and maintenance, based in San Juan,
Puerto Rico.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 11-05773) on July 6, 2011.
The Debtor disclosed $22,959,296 in assets and $34,224,323 in
liabilities.


EUROCLASS MOTORS: Plan Filing Period Extended to Dec. 4
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
extended Euroclass Motors, Inc.'s exclusive period to file a
Chapter 11 Plan through and including Dec. 4, 2011, and its
exclusive period to solicit acceptances of a filed plan through
and including March 4, 2012.

                      About Euroclass Motors

San Juan, Puerto Rico-based Euroclass Motors, Inc. filed for
Chapter 11 protection (Bankr. D. P.R. Case No. 11-05772) on
July 6, 2011.  Ramon Vega Diaz, president of the Debtor, filed the
petition.  The Chapter 11 case of Euroclass Motors, Inc., has been
reassigned to the Hon. Mildred Caban Flores.

The Debtor estimated assets between $1 million and $10 million
and estimated debts between $10 million and $50 million.

Charles Alfred Cuprill, at Charles A Cuprill, PSC Law Office, in
San Juan, Puerto Rico, represents the Debtor in this case.

Affiliate Autos Vega, Inc., is a car dealership engaged in the
sales of new and used cars and trucks car parts, accessories and
providing vehicle repair and maintenance, based in San Juan,
Puerto Rico.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 11-05773) on July 6, 2011.
The Debtor disclosed $22,959,296 in assets and $34,224,323 in
liabilities.


EVERGREEN SOLAR: Wins Approval for Sale to Three Buyers
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Evergreen Solar Inc. won approval from the bankruptcy
judge Nov. 10 to sell its assets to three buyers.

According to the report, Max Era Properties Ltd. from Hong Kong
paid $6 million cash and $3.2 million in stock of China Private
Equity Investment Holdings Ltd. for the company name, intellectual
property and wafer-making assets.

Kimball Holdings LLC paid $3.8 million for solar-panel inventory,
while the secured lenders are exchanging $21.5 million of their
$165 million claim for a $171 million claim against Lehman
Brothers Holdings Inc.

                      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.


EZENIA! INC: Files Schedules of Assets and Liabilities
------------------------------------------------------
Bob Sanders at New Hampshire Business Review reports that Ezenia!
Inc. listed assets of $2.5 million and debts of close to $900,000
in filings with the Bankruptcy Court.  The largest asset is a
prepaid licensing to Microsoft, which is considered intangible and
worth $2.1 million.

According to the report, the other major assets include $172,000
in a couple of bank accounts (down from the $650,000 at the end of
June, according to the company's last quarterly statement), and
$180,000 in accounts receivable, from one company: World Wide
Technology Inc.

The report says the court filing doesn't mention the company's
largest potential asset -- net operating losses of $72 million
that should translate into a $25 million tax benefit.  But that is
only true if there is no significant change of ownership, which
this bankruptcy filing was supposed to prevent.

The report relates that Ezenia's priority debts -- about $500,000
-- include severance owed to former executives of the company, two
of whom were in litigation with the firm before they left.

The report notes that the company owes former CEO Khoa Nguyen some
$308,000 in accrued service and $80,000 to Peter Jenke, the former
chief operating officer.  Mr. Nguyen, the company's largest
individual shareholder, claims in a lawsuit filed in June that
Ezenia actually owes him $1.15 million, evoking change in control
clauses in his contract because he was allegedly squeezed out.

The report adds the other severance claims include that of Tom
McCann former chief financial officer ($46,000) and Keith Baron,
vice president of customer assistance ($67,000).

Based in Nashua, New Hampshire, Ezenia! Inc. filed for Chapter 11
protection (Bankr. D. N.H. Case No. 11-13664) on Sept. 30, 2011.
Judge J. Michael Deasy presides over the case.  Daniel W. Sklar,
Esq., at Nixon Peabody LLP, represents the Debtor.


FILENE'S BASEMENT: To Lay Off 176 Workers in Florida
----------------------------------------------------
Susan R. Miller, senior reporter at the South Florida Business
Journal, reports that Syms Corp. and Filene's Basement filed
notice with the state this week that 176 employees statewide will
be losing their jobs.  Most of them are in South Florida.

The report, citing the notice, says Filene's Basement in Aventura
will lay off 42 workers.  Syms will lay off 34 employees at its
store at 5300 Powerline Road in Fort Lauderdale; 23 at its store
at 13899 S.W. 88th St. in Miami; 31 at its store at 4615 N.W. 77th
Ave. in Doral; and 28 at its store at 4400 Forest Hill Blvd. in
West Palm Beach.  Syms also has a store in Tampa, where 18
employees will be laid off, according to the notice.

According to the report, the company said it is not exactly known
when the stores will close, but it is expected that employees will
lose their jobs on or before Jan. 9, 2012.

                      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 is now formally named 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.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.


FLOWSERVE CORP: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings affirms Flowserve Corporation's (FLS) Issuer Default
Rating (IDR) and senior secured bank facilities at 'BB+'.

The Rating Outlook is Stable.

The ratings are supported by FLS's solid credit profile; strong
operating performance including historically positive free cash
flow (FCF); good liquidity which includes high cash balances;
growth opportunities in the Flow Control segment; increased
percentage of revenues from the higher margin aftermarket
business; funded status of pension liabilities; and sizable
backlog.  In addition, Fitch notes FLS's technological
capabilities, global presence and aftermarket services which give
the company a good product diversification and a strong
competitive position.

Rating concerns include FLS's declining margins due to higher raw
material costs and the impact of project delays; seasonal cash
generation and heavy cash requirements to support large swings in
working capital; competitive pricing pressure throughout the
industry and cash deployment.  Fitch does not expect these factors
to have a negative impact on current ratings as increasing raw
material costs are somewhat offset by higher aftermarket sales and
cash generation cyclicality is addressed by healthy liquidity.

FLS has a strong balance sheet, liquidity and credit metrics.  The
metrics provide significant financial flexibility to execute the
company's cash deployment strategy which includes potentially
large acquisitions as well as share repurchases.  Fitch views a
rating change as unlikely unless FLS alters its financial policies
or deploys significant cash for acquisitions or other transactions
for a sustained period.

As of Sept. 30, 2011, FLS's liquidity was approximately $533
million and included a $228 million cash balance and $500 million
senior secured revolving credit facility, offset by $50 million of
current debt and $145 million of letter of credit (L/C) usage
under the revolver.  In addition, FLS maintains two European L/C
facilities which it utilizes for surety and performance bonds,
bank and other guarantees. As of Sept. 30, 2011, FLS had EUR62.4
million in L/C's outstanding against a EUR125 million L/C
facility, which was recently renewed.  There were also EUR16
million in other L/C's outstanding.

FLS's liquidity has declined slightly due to a build-up in working
capital as receivables and inventories have risen.  Fitch
anticipates FLS's liquidity will improve by the year end as the
company historically has generated significant cash flows in the
fourth quarter.

For the latest twelve months (LTM) ending Sept. 30, 2011, leverage
(gross debt-to-operating EBITDA) was approximately 0.7 times (x)
compared with 0.8x at the end of for 2010 and 2009.  Nearly all of
FLS's debt consists of a $500 million bank term loan which
includes modest quarterly payments until maturity in 2015.  The
bank facilities are secured by substantially all of FLS's
domestic assets and 65% of the capital stock of certain foreign
subsidiaries.  The facilities would become unsecured if the
company maintains investment grade ratings, as defined in the
agreement, for at least 90 days.  FLS had approximately $508
million of debt outstanding at Sept. 30, 2011.

FLS consistently generates solid annual FCF, however its operating
cash flow is seasonal.  The company's FCF totaled -$276 million
through the first nine months of 2011. Similarly, through the
first nine months of 2010, FCF reported -$110 million, followed by
$300 million of positive free cash in the fourth quarter.

Fitch expects FLS's FCF to be positive for 2011, albeit lower than
the $190 million reported in 2010, primarily due to a higher
working capital needs in 2011.  The increase in net working
capital was driven by a build up in inventory as the company nears
delivery of several long-cycle projects, accompanied by an
increase in accounts receivables and accounts payables.  A
majority of these factors are expected to reverse in the fourth
quarter of 2011.  The expected high demand and growth in developed
markets and increasing sales in aftermarket business should result
in stable FCF over the near to medium terms.  In the event of a
large acquisition, Fitch believes Flowserve would consider using
equity to maintain credit metrics at levels consistent with the
current ratings.

Fitch expects the company's cash flow from operations to support
cash deployment which is focused mainly on acquisitions; capital
expenditures and dividends.  Fitch's ratings incorporate
expectations for continued moderately-sized acquisitions, growth
in the dividend payout and higher capital expenditures to support
growth in emerging markets.  Fitch does not expect discretionary
pension contributions to be a significant part of cash deployment.

Flowserve expects to contribute $7 - 10 million to its U.S.
pension plans in 2011. It contributed $8.3 million to its U.S.
plans during the first nine months of 2011.  The net underfunded
status of Flowserve's plans at the end of 2010 was $146 million
($16 million in the U.S.; $130 million outside the U.S.).

Fitch affirms FLS's ratings as follows:

  -- IDR at 'BB+';
  -- Senior secured bank facilities at 'BB+'.


FORD CREDIT: DBRS Assigns 'BB' Rating to $450MM Sr. Unsec. Notes
----------------------------------------------------------------
DBRS has assigned a rating of BB (high) with a Stable trend to the
Ford Credit Canada Limited (Ford Credit Canada or the Company)
issue of $450 million principal amount of 4.20% fixed-rate senior
unsecured notes (the Notes) to be issued on November 14, 2011, and
maturing November 14, 2013.

The Notes are unconditionally guaranteed by Ford Motor Credit
Company LLC (Ford Credit), Ford Credit Canada's parent, and rank
pari passu with all other senior unsecured debt of Ford Credit
Canada.


FRANCISCAN PHYSICIANS: Executives Face Suit Over Bankruptcy
-----------------------------------------------------------
Alicia Caramenico at FierceHealthcare, citing report from Post-
Tribune, says that the former operator of Indiana's first
physician-owned hospital has sued executives for forcing the
hospital into bankruptcy.

The report says, in the modified lawsuit, the president and two
physician owners of Franciscan Physicians Hospital allegedly kept
$8 million of the profits instead of paying the hospital's bills,
pushing the hospital further into debt and enabling the new owner,
St. Francis Health Services, to purchase the hospital for a lower
price.

The report says, in 2010, operator iHealthcare and Heartland
Memorial Holdings originally sued the hospital's new owner and the
hospital in addition to Franciscan Physicians Hospital President
Brenda Green and owners Drs. Hilton Hudson and Paul Jones.


GCEP-GOODYEAR, LLC: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: GCEP-GOODYEAR, LLC
          aka GCEP-Scottsdale, LLC
              GCEP Surprise, LLC
              GCEP
        8300 N. Hayden Road, #207
        Scottsdale, AZ 85258

Bankruptcy Case No.: 11-20662

Chapter 11 Petition Date: November 8, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Mariana Garza, Esq.
                  6262 Weber Road, Suite 216A
                  Corpus Christi, TX 78413
                  Tel: (361) 444-3733
                  E-mail: mariana@marianagarzalaw.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 19 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txsb11-20662.pdf

The petition was signed by David R. Agado, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Xavier E. Perez                       10-20676            09/01/10


GLOBAL INVESTOR: Grants 55 Million Shares of Common Stock to CEO
----------------------------------------------------------------
Global Investor Services, Inc., granted an equity bonus of
55,000,000 shares of common stock of the Company to Dr. Joseph J.
Louro, CEO of the Company, pursuant to the terms of the Dr.
Louro's Employment Agreement with the Company as a result of the
operational and financial improvements achieved by Dr. Louro.

The above transactions were approved by the Board of Directors of
the Company.

The issuance of the common stock was made in reliance upon
exemptions from registration pursuant to Section 4(2) under the
Securities Act of 1933 or Rule 506 promulgated under Regulation D
thereunder.  Dr. Louro is an accredited investor as defined in
Rule 501 of Regulation D promulgated under the Securities Act of
1933.

                       About Global Investor

Orem, Utah-based Global Investor Service, Inc., was incorporated
in the state of Nevada on Aug. 1, 2005.  Effective Sept. 18, 2006,
the Company changed its name to TheRetirementSolution.com, Inc.,
and on Oct. 1, 2008, the Company changed its name to Global
Investor Services, Inc.  The Company was initially formed to
market portfolios of stocks via subscription.  In 2007, a new
chief executive officer was installed and a strategy was developed
to create and market a diverse portfolio of products and services
for the financial education and financial information industry.
This strategy included strategic acquisitions, such as the
acquisitions of Razor Data, LLC, and Investment Tools and
Training, LLC, which have provided the Company with an integrated
platform in which it can market and deliver investor education
products and investor services.  The stock symbol is GISV.

RBSM LLP, in New York, expressed substantial doubt about Global
Investor Service's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net accumulated deficiency as of
March 31, 2011.

The Company reported a net loss of $9.97 million on $2.01 million
of revenues for fiscal 2011, compared with a net loss of
$7.10 million on $1.14 million of revenues for fiscal 2010.

The Company's balance sheet at March 31, 2011, showed
$1.54 million in total assets, $6.18 million in total liabilities,
and stockholders' deficit of $4.64 million.


GMW INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: GMW Investments, LLC
        P.O. Box 229
        Edmond, OK 73083

Bankruptcy Case No.: 11-16122

Chapter 11 Petition Date: November 8, 2011

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Sarah A. Hall

Debtor's Counsel: Jon R. Patton, Esq.
                  PATTON LAW OFFICE
                  406 S Boulder Ste 499
                  Tulsa, OK 74103
                  Tel: (918) 592-1442
                  Fax: (918) 516-0365
                  E-mail: jon@jonpatton.com

Scheduled Assets: $1,695,000

Scheduled Debts: $635,000

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/okwb11-16122.pdf

The petition was signed by Craig Hodgens, member/manager.


GOLD HILL: Withdraws Ch. 11 Plan, Says Facts No Longer Apply
------------------------------------------------------------
Gold Hill Enterprises, LLC, notifies the U.S. Bankruptcy Court for
the District of South Carolina that it has withdrawn its Plan of
Reorganization and Disclosure Statement filed July 12, 2011, and
as amended on Sept. 7.

According to the Debtor, the Plan was based on facts that have now
changed and the Plan and Disclosure Statement were not served on
the creditors and parties' in interest.  The Debtor does not
believe anyone who received notice of the filing would object to
the withdrawal and does not expect any party to appear at the
hearing.

As reported in the Troubled Company Reporter on July 27, 2011, the
Plan generally provides for the continuing operations of the
Debtor.  Other than the quarterly interest payments to Synovus
Bank and necessary administrative costs and expenses, payments per
the Plan are to be made as sales occur.  Sales may be of any
acreage or portion of acre, as determined by the needs of the
buyer.  However, the Debtor will not agree to any sale which is
less than $60,000 per acre (excluding designated open space)
without the prior consent of the Bank.

The Plan designates 7 Classes of Claims and Interests.

A copy of the Disclosure Statement, as filed with the Court on
July 12, 2011, is available at:

             http://bankrupt.com/misc/goldhill.DS.pdf

                    About Gold Hill Enterprises

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, filed for Chapter 11 bankruptcy protection
(Bankr. D. S.C. Case No. 11-02458) on April 14, 2011.  According
to its schedules, the Debtor disclosed $11,938,596 in total assets
and $7,351,872 in total debts.

Barton Law Firm, P.A., represents the Debtor in its restructuring
effort.  B. Bayles Mack and the firm of Mack & Mack serves as
special counsel.  Keith Corporation serves as marketing and
development agent.  Robert Palmer & Associates serves as tax
accountant to assist in the preparation of all tax filings and
returns required post petition, and other accounting services that
may be necessary during the pendency of the Chapter 11 case.

W. Clarkson Mcdow, Jr., the U.S. Trustee for Region 4, was unable
to appoint an official committee of unsecured creditors in the
Debtor's case.


GOM TANG: Sec. 341 Creditors' Meeting Set for Nov. 21
-----------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for the Eastern District
of Virginia in Alexandria, will convene a Meeting of Creditors
pursuant to 11 U.S.C. Sec. 341 in the bankruptcy case of Gom Tang
E Corporation on Nov. 21, 2011, at 3:00 p.m. at the Office of the
U.S. Trustee (Chapter 11), 115 South Union Street, Suite 208, in
Alexandria.

Proofs of claim are due by Feb. 21, 2012.  Complaint for
Determination of Dischargeability of Debt due by Jan. 20, 2012.

Annandale, Virginia-based Gom Tang E Corporation filed for Chapter
11 bankruptcy (Bankr. E.D. Va. Case No. 11-17611) on Oct. 20,
2011.  Judge Brian F. Kenney presides over the case.  Eugene Jin-
Ho Cynn, Esq. -- cynn@allnationslawcenter.org -- at All Nations
Law Center in Fairfax, Va., serves as the Debtor's counsel.  The
Court designated Richard Kang, the Debtor's president, to perform
the duties imposed upon the debtor by the Bankruptcy Code.


GREEN FIELD: Moody's Assigns 'Caa2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Caa2 Corporate Family Rating
(CFR) to Green Field Energy Services, Inc. and a Caa2 rating to
its proposed offering of $250 million senior secured notes due
2016. The rating outlook is stable. The proceeds of the offering
will be used to fund capital expenditures, repay existing debt and
repay a prepayment from Shell Western Exploration and Production
Inc.

RATINGS RATIONALE

Green Field's Caa2 rating reflects the company's small size and
early stage in the hydraulic fracturing business, the main driver
of its capital spending program and growth profile. The rating
also reflects the company's high leverage relative to historical
cash flows and fixed assets and the need to establish performance
credentials as a leveraged company operating in the competitive,
cyclical and volatile oilfield services sector.

The Caa2 rating is supported by the company's access, via an
exclusive license, to certain hydraulic fracturing technology and
remanufactured turbines, the positive near-term environment for
the oilfield services sector, with hydraulic fracturing demand
currently exceeding supply, and early notable customer acceptance
of its turbine-powered fracturing equipment through a two spread
contract with Shell. Additionally, the company expects to benefit
from a degree of vertical integration and an additional revenue
source, with access to two sand mines through long term leases.

Green Field is one of the smallest oilfield service companies
rated by Moody's, as measured by its most recently reported total
assets and EBITDA. Leverage based on historical results also is
among the highest of all rated oilfield service peers. Green Field
does have material earnings and cash flow growth prospects over
the near term. However, there remains significant execution risk
in both the company delivering on its capital plan without
material delays or cost increases and also with respect to gaining
additional customer acceptance of its turbine-powered hydraulic
fracturing technology.

The company has an adequate liquidity profile. Following the
proposed notes offering the company would have a sizable cash
balance, but much of it will be consumed by planned capital
expenditures in excess of cash flow through 2012 if the company
meets its forecasts.

The CFR could be upgraded if the company is able to demonstrate a
meaningful improvement in earnings generation at reasonable
margins and maintain an adequate liquidity profile. Conversely, if
the company experiences significant delays in the delivery under
its capital spending program, weaker than expected earnings, or
poor liquidity, the ratings could be downgraded.

The Caa2 senior secured notes rating reflects both the overall
probability of default of Green Field, to which Moody's assigns a
PDR of Caa2, and a loss given default of LGD 3 (49%). The proposed
$250 million senior notes will be secured by substantially all the
assets of the firm and will benefit from upstream subsidiary
guarantees. Green Field does not currently have a secured credit
facility in place, but the notes have a carve-out for a $30
million senior credit facility, which if put in place, would be
contractually senior to the notes. Moody's notes that if the
company obtains a $30 million senior credit facility, the notes
would not be notched down from the CFR, as the notes would
continue to comprise the majority of Green Field's capital
structure.

The principal methodology used in rating Green Field Energy was
the Global Oilfield Services Industry Methodology published in
December 2009.

Green Field Energy Services, Inc. is headquartered in Lafayette,
Louisiana


GREEN FIELD: S&P Assigns Prelim. 'CCC+' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'CCC+'
corporate credit rating to Lafayette, La.-based Green Field Energy
Services Ltd. The outlook is developing.

"At the same time we assigned a preliminary 'CCC+' senior secured
rating (same as the corporate credit rating) to GFES's proposed
$250 million senior secured notes due 2016. The recovery rating on
the notes is '3', indicating our expectation of meaningful (50% to
70%) recovery in the event of a payment default," S&P related.

"Our rating on GFES reflects its short operating history, high
near-term spending needs, about $245 million over the next 18
months; less than adequate liquidity; and limited contracted
revenue," said Standard & Poor's credit analyst Paul B. Harvey.
"In particular, over the next six to nine months GFES' ability to
maintain sufficient liquidity will be dependent on the timely
construction and delivery of eight turbine-powered hydraulic
fracturing spreads, including two to Shell Western Exploration and
Production Inc. (Shell). A meaningful delay in the start of
operations could impair liquidity given GFES' high near-term
capital spending needs and limited operating cash flows. Ratings
also encompass the potential for rapidly improving financial
measures and liquidity if GFES can meet its scheduled spread
deliveries, which should allow it to significantly improve cash
flows and liquidity."

GFES was formed in 2011 following the acquisition of oilfield
services company Hub City Industries LLC by Michel Moreno, and is
currently 93.3% owned by Moreno. GFES provides hydraulic
fracturing services and assembles turbine powered fracturing
equipment. In addition, it provides well services, including
coiled tubing and cementing. Finally, GFES has entered long-term
leases on two sand mines, from which it intends to produce sand
for hydraulic fracturing and for more generic aggregate uses.

GFES engages in hydraulic fracturing and well services, and has an
exclusive license to construct turbine-powered pressure pumping
equipment for both itself and third parties. The company is
planning to commercialize this new technology by investing more
than $200 million in new turbine-fracturing pumps (TFPs). Compared
with a diesel pump, TFP equipment has a smaller footprint, more
competitive operating costs due to its use of natural gas as a
fuel instead of diesel, lower maintenance costs, and lower CO2 and
NOx emissions. These characteristics should give GFES an advantage
over traditional pressure pumping equipment, particularly as
emission and other environmental standards tighten, and natural
gas prices remain low. GFES has also leased two sand mines with
estimated reserves of about 26 million tons, of which a portion
can be used in hydraulic fracturing.

"The outlook is developing. We could raise ratings over the next
nine to 12 months if GFES is able to execute is growth strategy.
In particular, we want to see the Shell contract commence on time,
as well as the establishment of a credit facility to enhance
liquidity. We could lower ratings if anticipated contracts,
particularly Shell's, are delayed, and/or GFES fails to maintain
sufficient liquidity to fund expected interest expense costs," S&P
related.


GVIG INC: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: GVIG, Inc
        3320 South Outer Road East
        Grain Valley, MO 64029

Bankruptcy Case No.: 11-45210

Chapter 11 Petition Date: November 8, 2011

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Ronald S. Weiss, Esq.
                  BERMAN DELEVE KUCHAN & CHAPMAN
                  1100 Main Street, Suite 2850
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955
                  E-mail: rweiss@bdkc.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/mowb11-45210.pdf

The petition was signed by Steven W. Gildehaus, manager.


HCA HOLDINGS: Files Form 10-Q, Posts $146-Million Q3 Net Income
---------------------------------------------------------------
HCA Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $146 million on $7.31 billion of revenue for the quarter ended
Sept. 30, 2011, compared with net income of $325 million on
$6.92 billion of revenue for the same period during the prior
year.

The Company also reported net income of $800 million on
$22 billion of revenue for the nine months ended Sept. 30, 2011,
compared with net income of $1.17 billion on $20.87 billion of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$23.75 billion in total assets, $32.81 billion in total
liabilities, and a $9.06 billion stockholders' deficit.

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

                        http://is.gd/mtcOMe

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.

                            *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) to B1
from B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HESPERIA REDEVELOPMENT: S&P Lowers Rating on Tax Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating to 'BB+' from 'BBB-' on Hesperia
Redevelopment Agency, Calif.'s series 2005A tax allocation
bonds. The outlook is negative.

"The rating action reflects significant assessed value declines
that reduced tax increment revenues and thus pushed coverage of
the non-housing bonds down to less than 1x maximum annual debt
service," said Standard & Poor's credit analyst Alda Mostofi.

The ratings also reflect S&P's view of the project areas':

    Moderately high volatility ratios (base-year to total AV) of
    about 0.47 for Project Area No. 1 and 0.46 for Project Area
    No. 2; and

    MADS coverage of 0.99x for Project Area No. 2 and 1.06x for
    Project Area No. 1, based on pro forma fiscal 2011 tax
    increment revenues.

"The negative outlook reflects our anticipation that although the
agency will be able to meet its debt service obligations for this
fiscal year (primarily through ongoing tax increment revenue),
further declines in AV for the following fiscal year are likely,
and coverage could fall to less than 1x," S&P said.


HOLDINGS OF EVANS: Seeks Ruling on Adequate Payments to SFG
-----------------------------------------------------------
Holdings of Evans LLC asks the U.S. Bankruptcy Court for the
Southern District of Georgia to enter an order finding that the
Debtor has made adequate payments to 2010-1 SFG Venture, LLC.

2010-1 SFG Venture, LLC, asserts a claim against the Debtor
totaling $5,316,441.64 as of the Petition Date, secured by real
property at 156 Classic Road, Athens, Georgia.  The non-default
rate of interest on the obligation secured by the Debtor's assets
totals 6% per annum.

Subsequent to the Petition Date, the Debtor began making monthly
payments to SFG Venture of $26,000 pursuant to a consent agreement
for the use of cash collateral.  The Debtor lists a value of the
Real Property totaling $7,700,000.

The Debtor seeks a determination by the Court that the payments of
$26,000 per month constitute an amount equal to or greater than
the non-default contract rate of interest on the value of the
creditor's interest in the real property.

Assuming that SFG Venture is fully secured, the interest on its
secured claim at 6% per annum would total $26,500.  Assuming, as
SFG Venture has asserted, that the claim of SFG Venture is
unsecured by $600,000, then the monthly interest payment at the
non-default rent would total $23,500.

In the event the Court determines, or SFG Venture asserts, that
the monthly payment of $26,000 fails to satisfy the requirement of
Section 362(d)(3)(B), the Debtor requests that the Court extend
the deadline in which the Debtor must file a Plan of
Reorganization until Jan. 3, 2012.  The 90-day deadline to file a
Plan of Reorganization expires on December 2, 2011.

                     About Holdings of Evans

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

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

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


HORNBECK OFFSHORE: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Covington, La.-based Hornbeck Offshore Services to stable from
negative and affirmed its 'B+' corporate credit rating on the
company.

"We also raised our issue-level rating on Hornbeck's senior
unsecured debt to 'BB-' from 'B+' and revised the recovery rating
to '2' from '3', indicating our expectations of substantial (70%
to 90%) recovery in the event of default. (For a complete recovery
analysis, please see the recovery report on Hornbeck Offshore
Services Inc. to be published following the release of this
report.)," S&P said.

"The stable outlook reflects the improvement in the company's
utilization and dayrates for its offshore supply vessels and
multi-purpose support vessels," said Standard & Poor's credit
analyst Stephen Scovotti. "It also reflects the company's
improving debt leverage measures on an annualized basis, and
adequate liquidity. The company has seen an improvement in
utilization and dayrates of its offshore supply vessels and multi-
purpose support vessels, especially in the Gulf of Mexico, as the
number of permits for new wells have increased over the past
several months. In addition, Hornbeck's adjusted debt to EBITDA
improved to about 4.6x on a third quarter 2011 annualized EBITDA,
and we expect this metric should continue to improve modestly in
the near term."

"Our ratings on Hornbeck Offshore Services Inc. reflect the
company's position in the volatile and cyclical marine services
industry, as well as improving market conditions in the Gulf of
Mexico due to an increase in new well permits. The ratings also
incorporate Hornbeck's increased geographic diversity as a result
of repositioning vessels out of the Gulf of Mexico, and
adequate liquidity of about $381 million, including $131.9 million
of cash, as of Sept. 30, 2011," S&P said.

"The outlook is stable and reflects our view that Hornbeck's
credit metrics will continue to improve over the near term while
maintaining adequate liquidity. We expect Hornbeck to maintain
debt to EBITDA of less than 5.0x over the next 12 months. We could
lower the rating if Hornbeck pursues a more aggressive financial
policy or if leverage exceeds 5.0x. We could raise the rating if
Hornbeck maintains leverage of 3.5x or less, while continuing to
expand its fleet and market diversity," S&P said.


HUGHES TELEMATICS: Files Form 10-Q, Incurs $18.4MM Q3 Net Loss
--------------------------------------------------------------
HUGHES Telematics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $18.42 million on $18.59 million of total revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$22.35 million on $10.77 million of total revenues for the same
period during the prior year.

The Company also reported a net loss of $61.56 million on
$51.63 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $67.33 million on
$28.36 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$94.04 million in total assets, $205.83 million in total
liabilities and a $111.79 million total stockholders' deficit.

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

                        http://is.gd/wbX2SE

                      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.

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.


IMUA BLUEHENS: Noteholder Wants Exclusivity Extension Denied
------------------------------------------------------------
GCCF 2007-GG11 Ka Uka Boulevard, LLC, by and through its manager,
LNR Partners, LLC, asks the U.S. Bankruptcy Court for the District
of Hawaii to deny Imua Bluehens, LLC's amended motion to extend
exclusive periods.

As reported in the Troubled Company Reporter on Oct. 27, 2011, the
Debtor asked the Court to extend the exclusive periods during
which only the Debtor may file a plan of reorganization and
solicit acceptances thereof by 90 days, from and after Oct. 16,
2011.

According to the noteholder:

   -- the Debtor has not shown sufficient cause to warrant further
   exclusivity;

   -- the Debtor cannot confirm a plan in the single asset real
   estate case without the approval of the noteholder who will
   ultimately hold the dominant secured and unsecured claims; and

   -- the requested extension of exclusivity is nothing more than
   a delay tactic;

The noteholder is the senior secured creditor holding a first
priority lien against the property.  As of the Petition Date, the
total amount owned to the noteholder is $15,687,624, plus accruing
interest, default interest, attorneys' fees and costs, expenses,
late charges and other amounts due and owing pursuant to the loan
documents and applicable law.

The Debtor's appraisal places a value on the property of
$7,930,000.

The noteholder set a Nov. 14, hearing at 10:30 a.m., on its
requested denial of the Debtor's motion.

The noteholder is represented by:

         CASE LOMBARDI & PETTIT, a Law Corporation
         Ted N. Pettit, Esq.
         Dana R.C. Lyons, Esq.
         Ryan M. Hamaguchi, Esq
         Pacific Guardian Center, Mauka Tower
         737 Bishop Street, Suite 2600
         Honolulu, HI 96813
         Tel: (808) 547-5400
         Fax: (808) 523-1888
         E-mail: tpettit@caselombardi.com
                 dlyons@caselombardi.com
                 rhamaguchi@caselombardi.com

                   - and -

         Gregory A. Cross, Esq.
         Frederick W. H. Carter, Esq.
         VENABLE LLP
         750 East Pratt Street, Suite 900
         Baltimore, MD 21202
         Tel: (410) 244-7400
         Fax: (410) 244-7742
         E-mail: fwhcarter@venable.com
                 gacross@venable.com

                       About Imua Bluehens

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on
June 17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.  No official committee of unsecured
creditors or other statutory committee has been formed.


IMUA BLUEHENS: Access to Cash Collateral Expires Nov. 30
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii, on Oct. 28,
2011, entered a fifth interim order authorizing Imua Bluhens, LLC,
authorization to use cash collateral of GCCF 2007-GG11 Ka Uka
Boulevard, LLC, and the Department of Taxation, State of Hawaii,
until the earliest of (i) the close of business on Nov. 30, 2011,
or (ii) the conclusion of the next continued hearing on cash
collateral or final hearing, subject to the termination provisions
of the fift interim order.

The Debtor may use cash collateral during the Fifth Interim Cash
Collateral Period, as limited by a budget, to pay only the
ordinary and reasonable expenses of operating its businesses which
are necessary to avoid immediate and irreparable harm and the
quarterly fees payable to the United States Trustee.  The Debtor
is expressly prohibited from paying any professional fees,
including attorneys fees from cash collateral.

As reported in the TCR on Sept. 2, 2011, as of the Petition Date,
the Debtor is indebted to Noteholder in the original loan amount
of $10,250,000, including accrued and unaccrued interest, costs
and fees, secured by a first priority mortgage and an assignment
of rents and leases against the Debtor's property located at 94
1201 Ka Uka Boulevard, Waipahu, Hawaii, being a shopping center
commonly known as Laniakea Plaza.  The Department claims a junior
statutory liens against all of the Debtor's property, pursuant to
a Certificate of Tax Lien at the Bureau of Conveyances, State of
Hawaii dated Dec. 14, 2010.

According to the fifth interim cash collateral order, as adequate
protection:

    (a) Debtor will pay the Noteholder the amount of $47,000 per
month from postpetition rents, until further order of the Court.

    (b) The Noteholder and the Department are granted replacement
liens in all of the Debtor's accounts created from and after the
Petition Date and all of the Debtor's right, title and interest
under their prepetition collateral.

    (c) Subject only to a carve-out, if any, the secured loan
obligations are granted and entitled to status as an
administrative expense claim pursuant to Section 507(b) of the
Bankruptcy Code.

                       About Imua Bluehens

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on
June 17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.  No official committee of unsecured
creditors or other statutory committee has been formed.


INFUSION BRANDS: Enters Oral Pact to Sell 1-Mil. Preferred Stock
----------------------------------------------------------------
Infusion Brands International, Inc., on Sept. 22, 2011, entered
into an oral agreement with a certain accredited investor to sell
the Investor, subject to the filing of an amendment to the
Certificate of Designation of its Series G Convertible Stock
1,500,000 shares of its Preferred Stock and Series G Warrants to
purchase an aggregate of 15,000,000 shares of the Company's common
stock. The purchase price of the Private Placement Securities is
$1,500,000, and the funds were received from the Investor on
Sept. 22, 2011.

On Oct. 20, 2011, the Company entered into an oral agreement with
the Investor to sell the Investor an additional 1,000,000 shares
of Preferred Stock and Warrants to purchase an additional
10,000,000 shares of the Company's common stock for an aggregate
purchase price of $1,000,000, which such funds were received from
the Investor on Oct. 20, 2011.

A stock purchase agreement and other related transaction documents
are in the process of being drafted with the Investor and,
accordingly, have not been executed at this time.  The Private
Placement Securities will be issued to the Investor upon the
execution of the Transaction Documents and upon the amending of
the certificate of designation of the Preferred Stock.

                        About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

The Company's balance sheet at June 30, 2011, showed $8.32 million
in total assets, $8.11 million in total liabilities, $7.29 million
in redeemable preferred stock, and a $7.08 million total deficit.

As reported by the TCR on April 7, 2011, Meeks International LLC,
in Tampa, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from operations and is dependent on outside sources of financing
for continuation of its operations and management is restructuring
and redirecting its operating initiatives that require the use its
available capital resource.


ISTAR FINANCIAL: Files Form 10-Q, Incurs $54.6MM Q3 Net Loss
------------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $54.66 million on $97.36 million of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$74.63 million on $133.29 million of total revenue for the same
period a year ago.

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

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

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

                        http://is.gd/FfK8Rb

                       About iStar Financial

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

                           *     *     *

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

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

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

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


JAPAN AIRLINES: Gains Momentum as Carrier Reports H1 Results
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Japan Airlines
Corp. said it generated solid earnings for its fiscal first half
and expects to make its biggest full-year operating profit in
nearly a decade, in a sign the carrier's push to cut costs are
paying off.

                        About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on Jan. 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization Jan. 19, 2010, in
the Tokyo District Court and filed a Chapter 15 petition in New
York (Bankr. S.D.N.Y. Case No. 10-10198).  The Company estimated
debts at $28 billion.

In November 2010, Japan Airlines reached a basic agreement with
its major creditor banks on new loans of JPY284.9 billion.  The
airline's rehabilitation plan was approved by the Tokyo District
Court at the end of the month.


JAMES RIVER: Incurs $3.7 Million Third Quarter Net Loss
-------------------------------------------------------
James River Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $3.73 million on $303.85 million of total revenue for
the three months ended Sept. 30, 2011, compared with net income of
$9.20 million on $171.42 million of total revenue for the same
period during the prior year.

The Company also reported a net loss of $10.54 million on
$820.47 million of total revenue for the nine months ended
Sept. 30, 2011, compared with net income of $52.29 million on
$539.06 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.38 billion in total assets, $929.56 million in total
liabilities, and $451.26 million in total shareholders' equity.

Peter T. Socha, Chairman and Chief Executive Officer commented:
"We were generally pleased with our progress this quarter.
Obviously, we were disappointed to miss a couple of very valuable
metallurgical coal shipments, but this was only an issue of timing
not market conditions.  Our operations team continues to
successfully adjust our mines to the new regulatory environment.
We were particularly pleased to receive several safety awards this
quarter from both federal and state regulatory authorities.
Lastly, we were pleased to complete several new metallurgical and
thermal coal sales contracts during a period of market
uncertainty."

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

                        http://is.gd/0izXNq

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JANA DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jana Development, LLC
        10925 Kelso Drive
        North Huntington, PA 15642

Bankruptcy Case No.: 11-26848

Chapter 11 Petition Date: November 7, 2011

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO & CORBETT, P.C.
                  310 Grant Street, Suite 1105
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/pawb11-26848.pdf

The petition was signed by Richard F. Terit, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Maronda Homes, Inc.                    11-22418   04/18/11


JASY INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Jasy, Inc.
        126 West Allens Lane
        Philadelphia, PA 19119

Bankruptcy Case No.: 11-18655

Chapter 11 Petition Date: November 8, 2011

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

Judge: Bruce I. Fox

Debtor's Counsel: Allen B. Dubroff, Esq.
                  ALLEN B. DUBROFF, ESQ. & ASSOCIATES, LLC
                  1500 JFK Blvd, Suite 1030
                  Philadelphia, PA 19102
                  Tel: (215) 635-7200
                  Fax: (215) 689-3777
                  E-mail: allen@dubrofflawllc.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 Cecelia Spraggins, president.


JEFFERSON COUNTY, AL: Sewer Receiver Seeks to Keep Control
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, is facing the first
litigated dispute in the Chapter 9 municipal bankruptcy begun
Nov. 9 in Birmingham.  The receiver appointed by a state court in
September 2010 to take over and operate the sewer system filed
papers Nov. 10 asking the bankruptcy judge to rule that he's
entitled to retain control.  Shortly after the Chapter 9 filing,
according to John S. Young, the receiver, the county demanded that
he relinquish control of the sewer system.  In his court papers,
Mr. Young says the bankruptcy court has no power or authority to
oust him.

Mr. Rochelle notes that in typical bankruptcy cases, Section 543
of the Bankruptcy Code requires receivers to turn over property.
As Mr. Young points out, that section doesn't apply in a municipal
bankruptcy, thus robbing the bankruptcy court of power for his
ouster.  Mr. Young also points to Section 903 of the Bankruptcy
Code, applicable only in Chapter 9 cases, which says that
bankruptcy doesn't limit the ability of a state, "by legislation
or otherwise," to "control" a municipality.

In Chapter 9, unlike Chapter 11 for companies, the bankruptcy
court must approve the filing.  At a hearing U.S. Bankruptcy Judge
Thomas B. Bennett said he would hold the approval hearing in
December.

                      About Jefferson County

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

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

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

The county is represented by Klee Tuchin Bogdanoff & Stern
LLP, led by the firm's founder, Kenneth Lee.

The county's bankruptcy will have a "material adverse impact" on
the financial condition of bond insurer Syncora Guarantee Inc.,
the company said in its most recent quarterly filing.

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

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


JEFFERSON COUNTY, AL: Officials, Bondholders Play Blame Game
------------------------------------------------------------
Officials of Jefferson County, Alabama, and the county's debt
holders are pointing fingers at each other over Jefferson's
bankruptcy under Chapter 9 of the Bankruptcy Code.

Michael Corkery, writing for The Wall Street Journal, reports that
county officials said the filing could have been avoided if
holders of $3.14 billion in sewer debt had kept their promise to
make about $130 million in concessions in a wider settlement.

"I blame Wall Street," said Sandra Little Brown, one of four
Jefferson County commissioners who voted for the Chapter 9 filing,
according to WSJ.  One commissioner opposed the filing.  "Nothing
was nailed down. I was tired of playing games with them."

However, people familiar with the situation told the Journal that
the debt holders disagree.  Some said they were shocked by the
bankruptcy filing, believing commissioners would give them time to
close the $130 million gap.  Debt holders had already agreed to
forgive about $1 billion of the debt.

According to the report, John Young, the court-appointed receiver
who has helped lead negotiations with debt holders for months was
trying to open talks with the estate of Lehman Brothers Holdings
Inc. over a $67 million interest-rate swap tied to the sewer debt.
The receiver and county officials hoped to persuade Lehman to
forgive some of the swap.

The report also said officials were counting on Morgan Keegan &
Co., a securities firm owned by Regions Financial Corp., a
Birmingham bank, to forgive $11 million in auction-rate securities
tied to the sewer debt.

County officials also were trying to wring more money from J.P.
Morgan Chase & Co. for a new fund that would help low-income
residents pay their sewer bills, the Journal continues.  The New
York company previously agreed to a $30 million contribution, but
wanted to subtract the same amount from the haircut J.P. Morgan
would take on $1 billion of sewer debt held by the bank.

The Journal notes a spokeswoman for Lehman's estate said it never
agreed to forgive the entire $67 million interest-rate swap. The
estate was open to negotiating a reduction, she said. "We have a
fiduciary duty to our creditors to collect on Lehman's debts,"
spokeswoman Kimberly Macleod said.

The report also says a J.P. Morgan spokesman declined to comment
on why the talks broke down.  The bank is the largest holder of
Jefferson County sewer debt, some of which it helped arrange in
2002 and 2003.


JIAN ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jian Enterprises, Inc.
        201 King Road
        Hackberry, TX 75034

Bankruptcy Case No.: 11-43409

Chapter 11 Petition Date: November 9, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Kenneth S. Harter, Esq.
                  LAW OFFICES OF KENNETH S. HARTER
                  1620 E. Beltline Road
                  Carrollton, TX 75006
                  Tel: (972) 242-8887
                  Fax: (972) 446-7976
                  E-mail: kenharter@tx.rr.com

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

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

The Company's list of its eight largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txeb11-43409.pdf

The petition was signed by Zaid Jian, president.


JOE TECCE'S: To Sell Off Assets at November 15 Auction
------------------------------------------------------
The Boston Globe reports that Joe Tecce's Ristorante closed North
End dining dynasty earlier this fall.  An auction is being held on
November 15 to sell off Murano glass chandeliers, a collection of
mid-century Italian pottery, Art Deco light fixtures, among other
items.  Crown Auctions LLC will oversee the sale.

Joe Tecce's filed for Chapter 11 in June after falling more than
$500,000 in debt.  The family business blamed its financial woes
on the massive disruption caused by the Big Dig and closed the
doors earlier this fall.


KINGSBURY CORP: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Kingsbury Corp. filed with the Bankruptcy Court for the District
of New Hampshire its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $4,800,000
  B. Personal Property           $5,334,679
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,902,639
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $701,671
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $18,534,973
                                 -----------      -----------
        TOTAL                    $10,134,679      $24,534,973

                       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.


KINGSBURY CORP: Committee Wins OK for Jager Smith as Counsel
------------------------------------------------------------
Judge J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire has authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Kingsbury
Corporation and its debtor affiliates to retain Jager Smith P.C.
as its counsel effective as Oct. 19, 2011.

The Committee selected Jager Smith as its counsel because of Jager
Smith's familiarity with the factual background and legal matters
involved in these cases, and because these cases involve numerous
complex issues of bankruptcy law that Jager Smith is well
equipped to address on behalf of the Committee.

As the Committee's counsel, Jager Smith will:

   (a) advise the Committee and represent it with respect to
       proposals and pleadings submitted by the Debtors or
       others to the Court;

   (b) represent the Committee with respect to any plan of
       reorganization or disposition of assets proposed in
       these cases;

   (c) attend hearings, drafting pleadings and generally
       advocating positions that further the interests of
       the creditors represented by the Committee;

   (d) assist in the examination of the Debtors' affairs and
       a review of their pre-petition operations;

   (e) advise the Committee as to the progress of these cases;
       And

   (f) perform such other professional services as are in the
       best interests of those represented by the Committee,
       including without limitation those delineated in
       Section 1103(c) of the Bankruptcy Code.

Jager Smith's rates vary with the experience and seniority of the
attorneys involved in a particular matter.  Jager Smith will
charge a blended rate of $385 per hour for the services to be
rendered on behalf of the Committee.

The individuals presently designated to represent the Committee
are:

   Designations                    Hourly Rates
   ------------                    ------------
   Bruce F. Smith (partner)             $475
   Steven C. Reingold (partner)         $375
   Brendan C. Recupero (associate)      $325
   Jonathan M. Horne (associate)        $250
   Paralegals                        $125 to $175

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

The firm can be reached at:

         Steven C. Reingold, Esq.
         JAGER SMITH P.C.
         Boston, MA 02111
         Tel: (617) 951-0500
         E-mail: sreingold@jagersmith.com

                       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.


KINGSBURY CORP: Committee Taps TrueNorth as Financial Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Kingsbury Corporation and its debtor affiliates asks the
U.S. Bankruptcy Court for the District of New Hampshire authority
to retain TrueNorth Capital Partners LLC as its financial
advisors.

TrueNorth Capital will, among other things:

   a. assist in the review of reports or filing as required
      by the Court or the Office of the United States Trustee,
      including, but not limited to, schedules of assets and
      liabilities, statements of financial affairs, and
      monthly operating reports;

   b. review of the Debtors' financial information, including,
      but not limited to, analyses of cash receipts and
      disbursements, financial statement items, and proposed
      transactions for which Court approval is sought;

   c. review and analysis of the reporting regarding cash
      collateral;

   d. reviewing and analyzing Debtors' business, operations
      and financial projections; and

   e. analyze the Debtors' business plan, operating budget,
      and financial projections and assessing the
      reasonableness.

TrueNorth will be compensated on an hourly basis subject to a
cap of $7,500 per month, with an additional success fee of $50,000
upon a sale or plan of reorganization, and another $50,000 if the
TrueNorth introduces the buyer or capital provider, and will
receive payment of its customary and normal business expenses,
subject to application, notice and approval by the Court.

The individuals presently designated to represent the
Committee are Jeffrey B. Gaynor (Lead Managing Director), whose
hourly billing rate for these cases is $350.00, Frederick Rossetti
(Managing Director), whose hourly billing rate for these cases is
$250.00, and Raymond Lynch (analyst), whose hourly billing rate
for these cases is $150.00, and certain administrative staff,
whose hourly billing rates are $75.00.

                       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.


LAST MILE: Final Hearing on Cash Use Rescheduled for Dec. 1
-----------------------------------------------------------
the U.S. Bankruptcy Court for the Southern District of New York
authorized Last Mile Inc. to use cash collateral of Manufacturers
and Traders Trust Company for the period from Nov. 9, 2011,
through the date which is earliest to occur of (a) Dec. 15, 2011,
or (b) a Termination Declaration Date pursuant to and in
accordance with the Budget to satisfy (in the order of) (i) all
payments required under their ground leases; (ii) all monthly
payments to be made in escrow for insurance and taxes; and (iii)
operational costs and expenses arising in connection with the
administration of the Debtor's estate.

The Debtor may move amounts between line items on the Budget
consistent with reasonable financial practice, may not exceed any
line item on the Budget by more than 10% without the Lender's
permission but may apply unused amounts for any line item on the
Budget towards the payment of any other lien item on the Budget.

A final hearing has been rescheduled on the Debtor's Motion for
Dec. 1, 2011, at 11:00 a.m.

To the extent not expressly amended or modified by the terms of
this Order, all other provisions of the Interim Cash Collateral
Order entered on Oct. 21, 2011 (Docket No. 19) will remain in full
force and effect.

A copy of the Oct. 21 interim cash collateral order is available
for free at http://bankrupt.com/misc/lastmile.dkt19.pdf

Counsel for Manufacturers and Traders Trust Company, successor-in-
interest to Wilmington Trust FSB, may be reached at:

         Diane E. Vuocolo, Esq.
         GREENBERG TRAURIG, LLP
         2700 Two Commerce Square
         2001 Market Street
         Philadelphia, PA 19103
         Tel: (215) 988-7803
         Fax: (215) 717-5230

                         About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq, and
Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York,
represent the Debtor as counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts.  The
petition was signed by Darol Lain, president.


LBA PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: LBA Properties, LLC
        14132 Nubia Street
        Baldwin Park, CA 91706

Bankruptcy Case No.: 11-56085

Chapter 11 Petition Date: November 7, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Peter Carroll

Debtor's Counsel: Michael A. Younge, Esq.
                  LAW OFFICE OF MICHAEL A. YOUNGE
                  8141 E. Kaiser Boulevard, Suite 200
                  Anaheim Hills, CA 92808
                  Tel: (714) 685-1170
                  Fax: (714) 276-1443
                  E-mail: youngelaw@aol.com

Scheduled Assets: $1,744,000

Scheduled Debts: $1,331,047

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

The petition was signed by Maria G. Aguilar, chief executive
officer.


LEHMAN BROTHERS: Gaines' Motion to Lift Stay to Name LBHI in Case
-----------------------------------------------------------------
The Estate of Fannie Marie Gaines seeks relief from the U.S.
Bankruptcy Court for the Southern District of New York from the
automatic stay to permit it to name and serve Lehman Brothers
Holdings, Inc., in an action currently pending in the Superior
Court for the County of Los Angeles, Central District, entitled
Fannie Marie Gaines v. Tornberg, et al., Case No. BC361 768.

The California Action is a quiet title action with respect to real
property for which the Debtor holds a deed of trust to secure a
$865,000 loan.  In November 2006, the late Fannie Marie Gaines
commenced the California Action against various defendants seeking
to obtain title back to her personal residence in Los Angeles,
California.

Representing the Gaines Estate, Mitchell G. Mandell, Esq., at
Norris McLaughlin & Marcus, P.A., in New York --
mmandell@nmmlaw.com -- tells the Bankruptcy Court that Ms. Gaines,
who was in excess of 65 years old and not financially
sophisticated, became the victim of a fraud after she and her
husband defaulted on a $554,000 loan.  He asserts that Joshua
Tornberg and his business associates, Craig Johnson and Ray
Management Group, Inc., fraudulently and illegally induced the
Gaines to sell the Property to Mr. Tornberg under the guise that
it would be leased back to them with an option to purchase.  Mr.
Tornberg, then, illegally encumbered the Property with the loan
now held by the Debtor that is the subject of the California
Action.

Mr. Mandell says Ms. Gaines passed away and her son continues the
California Action as the executor of her estate.  To obtain relief
in the California Action, he asserts, the Gaines Estate seeks
relief from the automatic stay to name the Debtor in the
California Action.  He contends that if the Gaines Estate is not
permitted to name the Debtor in the California Action, the Gaines
Estate cannot obtain complete relief -- title to the Property.

Melissa A. Pena, Esq., at Norris McLaughlin & Marcus, P.A., and W.
Keith Wyatt, Esq., at Ivie McNeill & Wyatt filed separate
declarations in support of the Motion.

                        Parties Stipulate

LBHI and the Gaines Estate entered into a stipulation to modify
the automatic stay for the limited purpose of allowing the Gaines
Estate to name the Debtor as a defendant in the California Action,
solely for the purpose of bringing claims to quiet title and to
void the Deed of Trust held by the Debtor in the California
Action.

The Parties also agree to settle the California Action with LBHI
or its relevant insurers, if appropriate, provided that the
provisions of the automatic stay, including those provisions
prohibiting the commencement or continuation of any other judicial
proceeding against LBHI that was or could have been commenced
prior to the Petition Date, and those provisions prohibiting any
act to collect, assess, or recover a claim that arose prior to the
Petition Date from LBHI's bankruptcy estate and assets, will
remain in full force and effect.

The limited relief set forth in the stipulation will not be
construed as (i) an admission of any fact, (ii) an admission of
liability by LBHI of any claim or cause of action arising from or
in relation to the Property or any other matter, (iii) a waiver by
LBHI of its right to file a cross-complaint against any party to
the California Action, including the Gaines Estate, or (iv) a
waiver of any claim, counterclaim or defense by LBHI.

Upon the Effective Date of the stipulation, the Motion will be
deemed resolved.

Bankruptcy Judge Peck approved the stipulation.

                    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: Lifts Stay to Sell 4 Texas Housing Projects
------------------------------------------------------------
James W. Giddens, as trustee for the liquidation of the business
of Lehman Brothers Inc. pursuant to the Securities Investor
Protection Act of 1970, entered into a stipulation with borrowers
Merrill Lynch Capital Services, Inc., Merrill Lynch Portfolio
Management, Inc., Provident Foundation - BK Texas LLC, Provident
Group - BK Arizona LLC, Provident Group - BK California LLC,
Provident Affordable Housing - Georgia L.L.C., Provident
Affordable Housing Resources Inc., formerly known as Provident
Housing Resources, Inc., PHR Sharon Park Village L.L.C., and PHR
Woodlands Properties L.L.C., to facilitate the sale of four
affordable housing projects located in Texas and commonly known as
the Lincoln Meadows Apartments, the Summer Brook Apartments, the
Summer Oaks Apartments, and the Windcastle Apartments.

LBI is the beneficial owner of $13,300,000 principal amount of
Tarrant County Housing Finance Corporation Multifamily Revenue
Bonds (Lincoln Meadows, Summer Brook, Summer Oaks, Windcastle
Projects) Subordinate Series 2001, which are subordinate in right
of payment to the Senior Bonds owned by MLPM.  Bond Issuer,
Tarrant County Housing Finance Corporation, loaned the proceeds of
the Projects' Senior Bonds to The Fort Worth Meadows, Inc., now
succeeded in interest by Provident Texas.

Following a sales effort to obtain buyers for the Projects,
Provident Texas determined that the aggregate best and highest
offers for the Projects were $24,450,000.  The LBI Trustee has
determined that the Purchase Price is insufficient to repay the
outstanding amounts owed to MLPM as the beneficial owner of the
Senior Bonds, and that LBI is not entitled to any portion of the
proceeds from the Sale Transaction to the extent that the proceeds
are less than the amounts owed to MLPM.

Against this backdrop, the Borrowers, Merrill and the LBI Trustee
have negotiated and entered into a stipulation concerning their
respective rights with respect to the Projects and the Sale
Transaction.  The Parties agree that the automatic stay in effect
in the SIPA Proceeding is modified solely to the extent necessary
to permit Provident Texas to sell the Projects and apply the
proceeds of the sale.

The LBI Trustee is authorized to take action as requested by
Merrill, including terminating and releasing LBI's security
interests and liens in the Projects, and consenting to the
cancellation of the Subordinate Bonds and the Subordinated Note.
Except with respect to Exempt Collateral, the LBI Trustee waives
any right to redemption and, to the extent applicable, any right
to disposition notification, provided that Merrill will provide
the LBI Trustee with prompt notice upon the consummation of the
Sale Transaction and of the application of any funds received in
connection therewith.

Notwithstanding any provision of this Stipulation or the
Subordination Agreement to the contrary, (a) Merrill will not be
entitled to any portion of the Exempt Collateral, and (b) the LBI
Trustee is authorized to setoff the obligations of Provident Texas
and the other Borrowers under the Subordinate Credit Agreement by
exercising its rights with respect to the Exempt Collateral.

In the event that the Sale proceeds exceed the sum of (a) the
amounts owed to MLPM as beneficial owner of the Senior Bonds, and
(b) any amounts then required to be paid or delivered to MLPM
under the Senior Credit Agreement, the excess amounts will be
promptly paid to the LBI Trustee to be applied to Provident
Texas's obligations, in accordance with instructions to be
delivered by the LBI Trustee to MLPM and Provident Texas.

The stipulation was approved by the Court on November 1, 2011.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHMAN BROTHERS: Assigns Trust Agreement to Barclays Bank
---------------------------------------------------------
Prior to the commencement of its proceeding under the Securities
Investor Protection Act of 1970, Lehman Brothers Inc., as
depositor, entered into a Series Trust Agreement with U.S. Bank
National Association, as trustee, for the Restructured Asset
Certificates with Enhanced Returns, Series 2005-20-S Trust.

The LBI Trustee, the RACERS Trustee and Barclays Bank PLC, as
assignee, desire to assign LBI's rights as Depositor under the
Trust Agreement.

Accordingly, the Parties agree that effective upon the timely
payment to and receipt by the LBI Trustee of $25,000, (i) LBI
assumes and assigns to Barclays all of its rights as Depositor,
and transfers and delegates to Barclays all of LBI's obligations
as Depositor under the Trust Agreement, and (ii) Barclays acquires
all of LBI's rights as Depositor and assumes all of LBI's
obligations as Depositor under the Trust Agreement.

The LBI Trustee and the LBI bankruptcy estate will continue to be
entitled to receive amounts, if any, that were due under the Trust
Agreement prior to the Effective Date, provided that to the extent
proceeds of the RACERS Trust have been distributed to the
Assignee, any amounts due under the Trust Agreement to the LBI
Trustee will be payable by the Assignee.

Each of the RACERS Trust, the RACERS Trustee and the Assignee
waive any cure costs, if any, it may have in connection with this
assignment and the Assignee agrees to pay cure costs that may be
approved by the Court in connection with the assumption of the
Trust Agreement.

The Parties will be deemed to waive any other claims they may have
against the other Parties relating to the Trust Agreement that
arose prior to the Effective Date.  U.S. Bank is executing the
Stipulation solely in its capacity as RACERS Trustee and not in
its individual capacity.

Judge Peck approved the Stipulation.

                    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: Seeks Disallowance of JPMorgan Claims
------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors ask the
Court to disallow and expunge the claims filed by JPMorgan
Intermediate Bond Trust and two other funds of JPMorgan Chase Bank
N.A.

The claims, designated as Claim Nos. 22886, 23011 and 23024, are
duplicative of Claim No. 21802, a general unsecured claim asserted
by the Bank of New York Mellon.

BNY Mellon serves as trustee for holders of notes which were
issued under a 1996 indenture entered into by LBHI and the Bank of
New York.

The terms of the indenture authorize the trustee to file a proof
of claim on behalf of all holders of securities issued under the
indenture.

Separately, LBHI asks the Court to reduce the amount asserted in
Kaupthing Bank hf's claim from $3,485,908 to $1,000,000, and allow
it as a general unsecured claim.

A review of Kaupthing Bank's documents in support of its claim and
Lehman's books and records reportedly shows that the amount
asserted by the bank is overstated.

                    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: Suit Over Lehman Securities vs. Perrigo Pending
----------------------------------------------------------------
Perrigo Company continues to defend a second amended shareholder
class action complaint over securities purchased from Lehman
Brothers Holdings, Inc., according to the Company's Oct. 27, 2011,
Form 10-Q filing with the U.S. Securities and Exchange Commission
for the quarter ended Sept. 24, 2011.

On March 11, 2009, a purported shareholder of the Company named
Michael L. Warner filed a lawsuit in the United States District
Court for the Southern District of New York against the Company
and certain of its officers and directors, including the President
and Chief Executive Officer, Joseph Papa, and the Chief Financial
Officer, Judy Brown, among others.  The plaintiff sought to
represent a class of purchasers of the Company's common stock
during the period between November 6, 2008 and February 2, 2009.
The complaint alleged violations of Sections 10(b) and 20(a) of
the Securities Exchange Act of 1034.  The plaintiff generally
alleged that the Company misled investors by failing to disclose,
prior to February 3, 2009, that certain auction rate securities
held by the Company, totaling approximately $18,000 in par value
(the ARS), had been purchased from Lehman Brothers Holdings, Inc.
The plaintiff asserted that omission of the identity of Lehman as
the seller of the ARS was material because after Lehman's
bankruptcy filing, on September 15, 2008, the Company allegedly
became unable to look to Lehman to repurchase the ARS at a price
near par value.  The complaint sought unspecified damages and
unspecified equitable or injunctive relief, along with costs and
attorneys' fees.

On June 15, 2009, the Court appointed several purported
shareholders of the Company, namely CLAL Finance Batucha
Investment Management, Ltd., The Phoenix Insurance Company,
Ltd., Excellence Nessuah Mutual Funds Management, Ltd. and
Excellence Nessuah Gemel & Pension, Ltd., as Co-Lead Plaintiffs.
On July 31, 2009, these Co-Lead Plaintiffs filed an amended
complaint. The amended complaint dropped all claims against the
individual defendants other than Joseph Papa and Judy Brown, and
added a "control person" claim under Section 20(a) of the Exchange
Act against the members of the Company's Audit Committee.  The
amended complaints asserted many of the same claims and
allegations as the original pleading.  It also alleged that the
Company should have disclosed, prior to February 3, 2009, that
Lehman had sold the ARS to the Company and had provided the
allegedly inflated valuation of the ARS that the Company adopted
in its Form 10-Q filing for the first quarter of fiscal 2009,
which was filed with the SEC on November 6, 2008.  The amended
complaint also alleged that some portion of the write-down of the
value of the ARS that the Company recognized in the second quarter
of fiscal 2009 should have been taken in the prior quarter,
immediately following Lehman's bankruptcy filing.  On September
28, 2009, the defendants filed a motion to dismiss all claims
against all defendants.  On September 30, 2010, the Court granted
in part and denied in part the motion to dismiss.  The Court
dismissed the "control person" claims against the members of the
Company's Audit Committee, but denied the motion to dismiss as to
the remaining claims and defendants.  On
October 29, 2010, the defendants filed a new motion to dismiss the
amended complaint on the grounds that the Co-Lead Plaintiffs (who
were the only plaintiffs named in the amended complaint) lacked
standing to sue under the U.S. securities laws following a recent
decision of the United States Supreme Court holding that Section
10(b) of the Exchange Act does not apply extraterritorially to the
claims of foreign investors who purchased or sold securities on
foreign stock exchanges.  On December 23, 2010, a shareholder
named Harel Insurance, Ltd., filed a motion to intervene as an
additional named plaintiff.  Although Harel is a non-U.S.
investor, it claims to have purchased the Company's common stock
on a U.S. exchange.  On January 10, 2011, the original plaintiff,
Warner, filed a motion renewing his previously withdrawn motion to
be appointed as Lead Plaintiff to replace the Co-Lead Plaintiffs.

On September 28, 2011, the Court granted the defendants' renewed
motion to dismiss.  The Court (i) dismissed the claims of the
then-Co-Lead Plaintiffs; (ii) ruled that any class that might
ultimately be certified could only consist of persons who
purchased their Perrigo shares on the NASDAQ market or by other
means involving transactions in the United States; (iii) granted
Harel's motion to intervene as a named plaintiff, subject to the
filing by Harel of an amended complaint alleging that Harel's
purchases of Perrigo stock were made in the United States; (iv)
ruled that Warner would be treated as a named plaintiff; and (v)
left for later the selection of Lead Plaintiffs.

On October 7, 2011, plaintiffs filed a second amended complaint on
behalf of both Harel and Warner as named plaintiffs, alleging the
same claims as in the amended complaint but on behalf of a
purported class limited to those who purchased Perrigo stock on
the NASDAQ market or by other means involving transactions in the
United States.  The second amended complaint alleges that Harel
purchased Perrigo stock on the NASDAQ market during the purported
class period. Also on October 7, 2011, the plaintiffs filed a
stipulation seeking to appoint Harel and Warner as the new co-lead
plaintiffs, subject to approval of the Court.  Defendants have not
yet responded to the second amended complaint and discovery has
not commenced.

Perrigo Company -- http://www.perrigo.com/-- is a global
healthcare supplier that develops, manufactures and distributes
over-the-counter and prescription pharmaceuticals, nutritional
products, active pharmaceutical ingredients, and pharmaceutical
and medical diagnostic products.  The company operates in three
segments: Consumer Healthcare, Rx Pharmaceuticals and API.  The
company has other category that consists of the Israel
Pharmaceutical and Diagnostic Products.  The company operates
through wholly owned subsidiaries.  In the United States, its
operations are conducted through L. Perrigo Company, Perrigo
Company of South Carolina, Inc., Perrigo New York, Inc., Perrigo
Holland, Inc. and Perrigo Florida, Inc.  Outside the United
States, its operations are conducted through Perrigo Israel
Pharmaceuticals Ltd., Chemagis Ltd., Quimica y Farmacia S.A. de
C.V., Laboratorios Diba, S.A., Wrafton Laboratories Limited,
Brunel Pharma Limited and Galpharm Healthcare Ltd.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LIBBEY INC: Files Form 10-Q, Reports $7.1 Million Q3 Net Loss
-------------------------------------------------------------
Libbey Inc. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting net income of $7.12
million on $207.24 million of net sales for the three months ended
Sept. 30, 2011, compared with net income of $2.34 million on $200
million of net sales for the same period during the prior year.

The Company also reported net income of $21.53 million on $602.27
million of net sales for the nine months ended Sept. 30, 2011,
compared with net income of $67.32 million on $576.94 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $788.32
million in total assets, $733.68 million in total liabilities and
$54.64 million in total shareholders' equity.

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

                        http://is.gd/8EJwPu

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

                           *     *     *

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.

As reported by the TCR on Aug. 9, 2011, Standard & Poor's Ratings
Services raised its corporate and senior secured debt ratings on
Toledo, Ohio-based Libbey Inc. to 'B+' from 'B'.  The rating
outlook is stable.  "The upgrade and stable outlook reflect our
belief that Libbey will sustain its improved profitability and
credit measures and maintain its adequate liquidity position,"
said Standard & Poor's credit analyst Rick Joy.


LIFT LLC: Wants to Employ McGlinchey Stafford as Special Counsel
----------------------------------------------------------------
LIFT (Louisiana Institute of Film Technology), LLC, asks the U.S.
Bankruptcy Court for the Eastern District of Louisiana for
permission to employ the the law firm of McGlinchey Stafford,
PLLC, as Special Counsel to the Debtor, in connection with the
Debtor's claims for recovery of tax credits from the State of
Louisiana which are the most substantial assets of the Debtor's
estate.

The hearing on the motion is scheduled for Nov. 28, 2011, at 2:00
p.m.  Objections are due by Nov. 21, 2011.

McGlinchey is a creditor of the Debtor with a claim amount for
services rendered that has not been definitively quantified.

To the best of the Debtor's knowledge, information and belief,
McGlinchey does not have any connection with the Debtor, other
than in relation to the claims against the State of Louisiana
which is the basis for this motion, their respective attorneys or
other professionals, or any employee of the office of the United
States Trustee.

McGlinchey has agreed to act as special counsel for a contingency
fee of 30% of any gross proceeds received by the Debtor related to
its claim for damages against the State of Louisiana, subject to
adjustment of up to 12% more in the event prior counsel must also
be paid a contingency fee.

New Orleans, Louisiana-based LIFT (Louisiana Institute of Film
Technology) LLC is the subject of an involuntary Chapter 11
bankruptcy petition (Bankr. E.D. La. Case No. 11-12806) filed on
Aug. 26, 2011, by Malcolm Petal, c/o Ruth Petal, also of New
Orleans.  Judge Jerry A. Brown presides over the case.  Malcolm
Petal asserts a claim for $1,218,500 on account of a loan.

William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC,
in New Orleans, represents the Debtor as counsel.

No trustee or examiner has been appointed, and no official
committee of creditors or equity interest holders has been
established.


LOCATION BASED TECH: Joins 7th Annual Growth Stock Conference
-------------------------------------------------------------
Location Based Technologies Inc. announced, that Dave Morse, chief
executive officer, will be presenting at the 7th Annual Fall
Growth Stock Conference hosted by Security Research Associates,
Inc.  The conference will be held on Tuesday, Nov. 15, 2011, at
the Le Meridien San Francisco.  Mr. Morse will begin his
presentation at 12:30pm PT.

Conference attendees will include a select group of institutional
portfolio managers and analysts, and will feature CEO's and CFO's
from some of the fastest growing companies in the technology
sector.  SRA has arranged for webcasting of company presentations
during this event.  To access the lobby page for the webcast of
presenting companies please go to:
http://www.videonewswire.com/event.asp?id=82625. In addition, the
webcast and archived replay of the Company's presentation may be
accessed in the Investor Relations section of the Company's Web
site at www.pocketfinder.com.

                  About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

As reported in the Troubled Company Reporter on Dec. 22, 2010,
Comiskey & Company, in Denver, Colo., expressed substantial doubt
about Location Based Technologies' ability to continue as a going
concern following its results for the fiscal year ended August 31,
2010.  The independent auditors noted that the Company has
incurred recurring losses since inception and has an accumulated
deficit in excess of $28,800,000 and a working capital deficit in
excess of $5,900,000.

The Company's balance sheet at May 31, 2011, showed $1.77 million
in total assets, $7.70 million in total liabilities, and a
$5.93 million stockholders' deficit.


LOS ANGELES DODGERS: Wants to Market TV Rights Ahead of Schedule
----------------------------------------------------------------
The Wall Street Journal's Matthew Futterman reports that lawyers
for the Los Angeles Dodgers on Saturday asked a U.S. bankruptcy
court in Delaware for permission to market the team's local media
rights nearly a year ahead of schedule as part of the sale of the
team.  According to the report, Dodgers owner Frank McCourt and
his financial advisors at Blackstone, which is managing the sale,
want to market the future rights to give prospective bidders for
the team a clear understanding of just how much they can make from
the team. Under their plan, News Corp.'s Fox unit would have an
exclusive period to negotiate with prospective bidders before
Blackstone opens discussions with other potential investors.  Fox,
which owns the local media rights through 2013, has claimed the
Dodgers cannot market the future rights to outside bidders until
the end of 2012.

The Journal says the media rights to the Dodgers are expected to
drive the auction for the team, which will take place over the
next several months.


MACCO PROPERTIES: Wants to Obtain DIP Loan from Frontier State
--------------------------------------------------------------
Michael E. Deeba, Chapter 11 Trustee of the Bankruptcy estate of
Macco Properties, Inc., asks the U.S. Bankruptcy Court for the
Western District of Oklahoma to:

   a) approve a postpetition financing agreements with Frontier
   State Bank;

   b) approve the execution of the Change In Terms Agreements;

   c) authorize the execution of the promissory notes, loan
   agreements, mortgages and/or guaranties necessary to effectuate
   the Change In Terms Agreements.

The trustee may use postpetition financing transactions outside
the ordinary course of business in amounts necessary to avoid
immediate and irreparable harm to the Debtor's estate.

Macco is indebted to Frontier under the terms of four Commercial
Loan Guaranty Agreements by which Macco unconditionally guaranteed
to Frontier obligations of two limited liability companies of
which Macco is 100% owner and manager: (a) Newport Granada, LLC;
and (b) Emerald Court, LLC.  The status of each of the respective
loans owed by those entities, and by Macco as guarantor, is as
follows:

                                                     Maturity
   Entity              Loan No.          Principal     Date
   ------              --------          ---------   ---------
Newport Granada       4000125900        $2,999,774  12/10/2027
Newport Granada/      4000355600          $837,837  01/01/2011
Emerald Court
Emerald Court         4000125800         $2,470,491 12/27/2027

Macco is the 100% owner/sole member of the limited liability
companies Newport Granada and Emerald Court.  Pursuant to the
Oklahoma Limited Liability Company Act, Macco's membership
interest in the limited liability companies constitutes the
personal property of the member.  Upon Macco's bankruptcy
filing, it effectively transferred its membership interest to the
estate.

The trustee relates that he has been in negotiation with Frontier
which has agreed that if the interest payments were brought
current, it would agree to the execution of Change In Terms
Agreements under which the trustee will commence making regularly
scheduled monthly interest only payments for both Newport Granada
and Emerald Court by Nov. 10, 2011.

The Trustee states it is in the best interest of the estate that
an agreement be reached with Frontier for execution of the Change
In Terms Agreements and a new restructuring of the loans to
Newport Granada and Emerald Court which are guaranteed by Macco.

The terms of the Change In Terms Agreements and the associated
loan documents provides for:

   a. With regard to Newport Granada Loan No. 4000125900, the
payment of interest only beginning Nov. 10, 2011, and monthly
thereafter until April 10, 2012, with regular monthly payments of
$24,368 beginning May 10, 2012;

   b. With regard to Newport Granada and Emerald Court Loan
No. 4000355600, the payment of interest only beginning Nov. 10,
2011, and monthly thereafter until Sept. 1, 2012; and

   c. With regard to Emerald Court Loan No. 4000125800, the
payment of interest only beginning Nov. 10, 2011, and monthly
thereafter until April 10, 2012, with regular monthly payments of
$20,068 beginning May 10, 2012.

The trustee is represented by:

         James H. Bellingham, Esq.
         Janice D. Loyd, Esq.
         BELLINGHAM & LOYD, P.C.
         620 North Robinson, Suite 207
         Oklahoma City, OK 73102-6217
         Tel: (405) 235-9371
         Fax: (405) 232-1003
         E-mail: jbellingham@bellinghamloyd.com
                 jdltrustee@bellinghamloyd.com

                     About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  G. Rudy Hiersche,
Jr., Esq., at the Hiersche Law Firm, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $50,823,581 in total
assets, and $4,323,034 in total liabilities.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.

On May 31, 2011, the Bankruptcy Court entered its Order approving
the appointment of Michael E. Deeba as Chapter 11 Trustee of the
Bankruptcy estate of Macco.


MACROSOLVE INC: Appoints Randy Ritter as Chief Operating Officer
----------------------------------------------------------------
In a move to further enhance its management team and drive
execution in an era of unprecedented demand for the Company,
MacroSolve, Inc., appointed Randy Ritter as its Chief Operating
Officer.  Mr. Ritter is a telecommunications and mobility
executive with a track record of increasing revenues and
efficiencies at companies including Sprint Nextel and One
Communications.

Effective Nov. 1, 2011, the Company entered into an employment
agreement with Mr. Ritter.  The Agreement can be terminated at any
time by either party upon 60 days prior written notice.  The base
salary under the Agreement is initially $250,000, which shall be
paid 50% in cash and 50% in shares of the Company's common stock,
determined by the volume weighted average trading price for the
three trading days prior to the end of each calendar quarter.  The
Company will increase the amount of the Cash Salary as cash is
available, as determined by the Executive Committee, until the
annual base salary is paid completely in cash.

Mr. Ritter received 50,000 shares of Common Stock as a signing
bonus.

With an eye on the promising future of mobility solutions,
MacroSolve is repositioning its management team to optimize its
full expert potential.  One of the key moves has been
repositioning Clint Parr as the Executive Vice President, where he
will be in charge of business development.  With his adeptness in
developing business connections - such as MacroSolve's
partnerships with Donald Trump, Jr. and The Richards Group, Parr
is in a positive position to captain the Company into the growth
of tomorrow.

"These national partners are key revenue drivers and relationships
that Clint has fostered," said MacroSolve President and CEO, Steve
Signoff.  "In his new position, Clint will focus directly on
revenue generation through national distribution partnerships."

"We are very pleased that Randy has taken the opportunity to join
MacroSolve at this pivotal point.  I worked closely with Randy at
Sprint, where he led the Product Marketing & Management
Organization for the Business to Business marketplace.  He was
pivotal in driving execution and ramping profitable revenues
efficiently through new product development, management and
marketing," added Signoff.  "We believe we've put in place the
team to execute on the enormous opportunity in mobile apps."

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

The Company's balance sheet at June 30, 2011, showed $1.86 million
in total assets, $2.48 million in total liabilities, and a
$612,657 total stockholders' deficit.

As reported in the Troubled Company Reporter on April 7, 2010,
Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and net capital
deficiency.


MADISON 92ND: Taps Rosenweig & Wolosky to Assist in Courtyard Suit
------------------------------------------------------------------
Madison 92nd Street Associates LLC asks the U.S. Bankruptcy Court
for the Southern District of New York to employ Rosenweig &
Wolosky LLP as co-special counsel.

Olshan will, among other things:

   -- represent the Debtor in connection with the Debtor's
   relationship with Courtyard Management Corporation, a
   subsidiary of Marriott International Inc., and its affiliates,
   including, but not limited to, rejection of the management
   agreement and related matters regarding Marriott;

   -- work with the Debtor's general counsel with respect to
   obtaining cash collateral; and

   -- represent or assist the Debtor in other matters as the
   Debtor may request in connection with the Debtor's relationship
   with Courtyard.

Eric Goldberg of Olshan tells the Court that the firm performed
prepetition services in connection with a possible sale of the
hotel and bankruptcy filing.  As a result of the services
rendered, Olshan received payments from Robert Gladstone in the
toyal amount of $42,000 and has asserted a claim against Louis
Taic.  The Debtor also scheduled its indebtedness to Olshan at
$93,876.

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

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.


MADISON 92ND: Katten and KKC McDaniel to Handle Courtyard Suit
--------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Madison 92nd Street
Associates LLC to employ Katten Muchin Rosenman as special
litigation counsel; and KKC McDaniel PLLC as special litigation
consultant.

The firms are expected to, among other things:

   i) represent the Debtor in connection with that certain action
   pending in the Supreme Court, New York County against Courtyard
   Management Corporation which the Debtor intends to continue
   prosecuting;

  ii) represent and assist the Debtor in connection with any
   matters relating to claims and defenses of the Debtor with
   respect to Courtyard in connection with the Management
   Agreement between Courtyard and the Debtor dated Oct. 7, 2002,
   as amended; and

iii) represent and assist the Debtor in other matters as the
   Debtor may request in connection with the Debtor's relationship
   with Courtyard.

To the best of the Debtor's knowledge, the firms are
"disinterested" as that term is defined in section 101(14) of the
Bankruptcy Code.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.


MAQ MANAGEMENT: Deadline for Disclosure Statement Today
-------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida ordered that MAQ Management, Inc.,
will have until and including Nov. 14, 2011, within which to file
their Disclosure Statement to the Debtors' consolidated Chapter 11
Plan of Reorganization.

As reported in the Troubled Company Reporter on Oct. 21, 2011,
MOA Management, Inc., Super Stop Petroleum, Inc., Super Stop
Petroleum, I, Inc., and Super Stop Petroleum IV, Inc., filed their
Consolidated Chapter 11 Plan of Reorganization (Doc. No. 205),
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court Order.

The Plan designates 16 Classes of Claims and Interests:

Class  1 - Priority Claims
Class  2 - County Tax Collectors
Class  3 - Branch Banking and Trust Company
Class  4 - Giant Oil, Inc.
Class  5 - Fifth Third Bank
Class  6 - 1st National Bank of South Florida
Class  7 - First State Bank of Arcadia
Class  8 - Wauchula State Bank
Class  9 - Iberia Bank
Class 10 - Premier American Bank, N.A.
Class 11 - Capital Bank, N.A. (f/k/a NAFH National Bank)
Class 12 - [INTENTIONALLY OMMITTEE]
Class 13 - General Unsecured Claims (of the Class 3?12 Claimants)
Class 14 - Unsecured Deficiency Claims
Class 15 - Related Party Unsecured Claims
Class 16 - Equity Interests of the Debtors

Holders of allowed Class 1 Priority Claims will be paid in full
within 30 days of the Effective Date of the Plan.

Secured creditors (Classes 3 through 12) will be paid from cash
flow generated from future operations and future income of the
Debtors.  The precise treatment of the claims of secured creditors
in Classes 3 through 12 are found in pages 7 to 15 of the plan.

Upon default of the Plan provisions which is not cured by the
Debtors within 60 days of such default with respect to Classed 3
through 12, the Debtors consent to entry of a foreclosure judgment
with respect to the collateral securing the defaulted Claim.

The Allowed Class 13 General Unsecured Creditors claims will be
paid the entire amount of their allowed claims in 20 equal
quarterly installments beginning on the later of 90 days following
(x) the Effective Date or (y) the claims objection deadline,
except that those allowed Class 13 Claims totaling $1,000 or less
will not be paid in installments but will receive their entire pro
rata distribution in one lump sum within 365 days of the Effective
Date.

The Allowed Class 15 Unsecured Claims of affiliates, insiders and
related parties of the Debtors will be subordinated to all allowed
claims to be distributed by the Estates on a pro rata basis in 20
equal quarterly installments beginning on the later of 90 days
following (x) the Effective Date or (y) the claims objection
deadline.

MAQ, SSP I, and SSP IV will merge with and into SSP, with SSP
being the surviving entity.  SSP's existing equity will be
canceled.  Muhammad A. Quareshi, or his assignee, will deposit
$100,000 into SSP's account on or before the Effective Date, and
100% of the authorized capital stock of SSP will be issued to Mr.
Qureshi or his assignee.

A copy of the Consolidated Plan is available at:

     http://bankrupt.com/misc/maq.consoldatedplan.dkt205.pdf

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization
(Doc. No. 205), with the U.S. Bankruptcy Court for the Southern
District of Florida, in compliance with the Court's Order.


MAQ MANAGEMENT: McIntyre Panzarella OK'd as Substitute Counsel
--------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on an interim basis,
MAQ Management, Inc., et al., to employ Richard J. McIntyre and
the Law Firm of McIntyre, Panzarella, Thanasides, Hoffman,
Bringgold & Todd, P.L. as substitute counsel.

The Debtor is further authorized to employ the McIntyre Firm as
substitute counsel for these Adversary Proceedings:

   1. 11-02521-EPK IBERIABANK v. Super Stop Petroleum, Inc. et al;
   2. 11-02522-EPK Florida Community Bank, NA v. Super Stop
      Petroleum, Inc. et al;
   3. 11-02523-EPK MAQ Management, Inc. v. Flohio, LLC et al;
   4. 11-02524-EPK IBERIABANK v. MAQ Management, Inc.;
   5. 11-02525-EPK Super Stop Petroleum, Inc. v. Marcus &
      Millichap Real Estate Investment Services.

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization
(Doc. No. 205), with the U.S. Bankruptcy Court for the Southern
District of Florida, in compliance with the Court's Order.


MEDIACOM BROADBAND: S&P Assigns 'BB-' Rating to Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Mediacom Broadband Group's
subsidiaries, MCC Iowa LLC, MCC Illinois LLC, MCC Georgia LLC and
MCC Missouri LLC (collectively, the "Borrowers") amended and
restated $216 million revolving credit facility due December 2016.
The '2' recovery rating indicates our expectations for substantial
(70%-90%) recovery in the event of a payment default. Mediacom
Broadband Group is a subsidiary of Middletown, N.Y.-based cable TV
operator Mediacom Communications Corp. (Mediacom). The company
intends to use proceeds from this new revolving credit facility to
repay and retire its existing $430 million revolving credit
facility due December 2012. All other ratings on Mediacom,
including the 'B+' corporate credit rating, remain unchanged.

The ratings on Mediacom reflect a highly leveraged financial
profile, a mature core basic video services business with modest
revenue growth prospects, below-industry-average high-speed data
(HSD) and telephony penetration, and competitive pressures on both
the video customer base from direct-to-home (DTH) satellite TV
providers and HSD customers from telephone companies. Partly
tempering these factors are the company's position as the leading
provider of pay-TV services in its markets and expectations for
limited video competition from the local telephone operators. On a
consolidated basis, Mediacom, which serves about 1.1 million basic
video subscribers, has $3.6 billion of outstanding debt.

(For the complete corporate credit rating rationale, see the
summary analysis on Mediacom, published Sept. 2, 2011, on
RatingsDirect on the Global Credit Portal.)

Ratings List

Mediacom Communications Corp.
Corporate Credit Rating      B+/Stable/--

New Ratings

MCC Iowa LLC
MCC Illinois LLC
MCC Georgia LLC
MCC Missouri LLC

Amended and restated $216 mil revolving credit
facility due 2016            BB-
   Recovery Rating            2


MERCEDES HOMES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Mercedes Homes of the Carolinas, LLC
        6905 N. Wickham Road, #501
        Melbourne, FL 32940

Bankruptcy Case No.: 11-41131

Chapter 11 Petition Date: November 8, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Traci H. Rollins, Esq.
                  SQUIRE, SANDERS & DEMPSEY (US) LLP
                  777 S. Flagler Drive, # 1900 W.
                  West Palm Bch, FL 33401
                  Tel: (561) 650-7256
                  E-mail: trollins@ssd.com

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

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

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

The petition was signed by Keith H. Buescher, chief executive
officer.

Previous bankruptcy filings by the Debtor and its affiliates:

        Entity                           Case No.
        ------                           --------
Mercedes Homes, Inc.                     09-11191
Space Coast Truss, Inc.                  09-11194
Mercedes Homes of Texas Holding Corp.    09-11197
Suntree Office Complex, LLC              09-11201
Engineering and Drafting Services, Inc.  09-11203
Mercedes Homes of the Carolinas, Inc.    09-11204
MHI Holding Company, LLC                 09-11205
Mercedes Homes of Texas, Ltd.            09-11207
MHI Building Products, LP                09-11208
Solid Wall Systems, Inc.                 09-11209
Dairy Towns Community Developers, Inc.   09-11211


MF GLOBAL: Stroock Represents Exchange Members in Liquidation
-------------------------------------------------------------
Stroock & Stroock & Lavan LLP has been retained by a group of
futures and commodities members from NYMEX and COMEX in connection
with the liquidation proceedings of MF Global, Inc. in the United
States Bankruptcy Court for the Southern District of New York.
The group is led by David Rosen and Daniel Shak.

The Stroock team includes bankruptcy partners Lewis Kruger, Andrew
DeNatale and Mark Speiser.

Stroock & Stroock & Lavan LLP is a law firm providing
transactional and litigation guidance to leading multinational
corporations, investment banks and private equity firms in the
U.S. and abroad.  Stroock's emphasis on client service and
innovation has made it one of the nation's leading law firms for
over 130 years.  Stroock's practice areas include capital
markets/securities, commercial finance, mergers and acquisitions
and joint ventures, private equity, private funds, derivatives and
commodities, employment law and benefits, energy and project
finance, entertainment, environmental law, financial
restructuring, financial services litigation, insurance,
intellectual property, investment management, litigation, personal

                          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: Masked Borrowing Levels To Investors, Says WSJ
---------------------------------------------------------
An analysis by The Wall Street Journal revealed that for the past
two years MF Global Holdings Ltd. may have disguised its debt
levels to investors by temporarily slashing the debt it was
carrying before publicly reporting its finances each quarter.

According to the Journal, this activity -- dubbed in the financial
industry as "window dressing" -- suggests that MF Global was
shouldering more risk and using more borrowed funds to facilitate
its trading than investors could easily detect from the firm's
regulatory filings.

The Journal's analysis comes as it emerged that MF Global, which
filed for bankruptcy protection amid questions about its
bookkeeping and whether it had properly segregated customer funds,
lobbied against a proposal from the Commodity Futures Trading
Commission that would have placed tighter restrictions on how
futures trading firms can invest cash sitting in customer trading
accounts.

The Journal recalled that MF Global Chief Executive Officer Jon
Corzine, in a July conference call with CFTC officials, strongly
opposed the restrictions, saying they would hurt his business.
Indeed, the CFTC proposal, which has not been voted on, is sure to
gain greater scrutiny amid charges that MF Global's customer
accounts are short by about $633 million, the Journal stated.  In
a Dec. 2, 2010 comment letter, jointly written with brokerage firm
Newedge USA LLC, MF Global said the proposed restrictions were
seeking to "fix something that is not broken," the Journal
relayed.

CFTC Chairman Gary Gensler said on a Nov. 3 congressional hearing
that regulators are taking all appropriate action to get to the
bottom of the shortfall, the Journal further relayed.  As of this
time, MF Global's investments of customer assets contributed to
the discrepancy, the Journal pointed out.

People familiar with the investigation told the Journal that MF
Global may have taken cash from customer accounts to meet margin
calls sparked by ratings downgrades and the declining value of its
big bets on European government debt.  Still, the firm's
aggressive approach to the issue speaks to its strong appetite for
risk even as European markets spiraled this summer, the Journal
said.

That appetite, however, was not always completely apparent to
investors, the Journal said.  Indeed, the Journal's analysis shows
that MF Global consistently had short-term borrowings that were
much lower at the end of its fiscal quarters than its average and
peak levels for the full quarters.  Specifically, from late 2009
to mid-2011, MF Global's quarter-end borrowings were an average
16% lower than the quarterly average, according to the Journal
analysis.  The Journal analysis further showed that the quarter-
end numbers were lower than the peak for each quarter by an
average of 24%.

For one, MF Global's short-term borrowings for the third quarter
in 2010 were listed as $18.7 billion when it reported to
shareholders, the Journal disclosed.  In contrast, those
borrowings peaked at $28.4 billion or 34% higher and averaged
$24.4 billion during the relevant period, according to the Journal
analysis.

While window dressing is not illegal, it can mask a financial
institution's true levels of borrowing and risk-taking, the
Journal said.  That is an issue of particular concern with MF
Global, where borrowings fueled large trades on European sovereign
debt that helped lead to the firm's demise, the Journal wrote.

"Every quarter, seven quarters in a row, it's always lower,"
Charles Mulford, an accounting professor at the Georgia Institute
of Technology told the Journal.  "It sounds like they are actively
managing their [borrowing] to see that the level is lower when
they report to shareholders."

MF Global maintained its debt declined at the end of the quarters
for legitimate reasons, according to the Journal.  The Company
said in its filings with the U.S. Securities and Exchange
Commission filings that its borrowings fluctuate as part of
"client facilitation activities" and market conditions, according
to the report.

An MF Global spokeswoman also stated that the firm did not lower
its reported borrowings deliberately, the Journal relayed.  The
spokeswoman said the firm believes that its quarter-end numbers
conveyed an accurate picture to investors of its level of risk and
leverage, the report added.  Mr. Mulford said that explanation
raised questions.  "I'm left to wonder why client needs are always
reduced at the end of the quarter," he told the Journal.

The SEC asked MF Global in March about its disclosures on its
borrowings, the Journal reported, citing a correspondence between
the agency and the firm.  The SEC urged the Company to provide
"more robust" explanations when its borrowings declined at the end
of a reporting period, though it did not specifically ask the firm
about window dressing, the correspondence cited.

In response, MF Global provided additional detail on its borrowing
in its annual report in May, the Journal noted.  MF Global also
told the SEC in June that it would provide more disclosure in its
securities filings in the future, the report said.

SEC spokesperson John Nester said the queries were routinary and
that the agency has asked similar questions of other financial
institutions, not just MF Global, the Journal relayed.

The Journal disclosed that the SEC proposed a rule that would
require companies to disclose more about their short-term
borrowing, but has yet to take final action on the rule.  Banks
are currently required to disclose their average borrowings only
on an annual basis, and nonfinancial companies are not required to
disclose their average borrowings at all, the Journal said.

In addition, the CFTC proposal would restrict the percentage of
total assets in segregated accounts a firm could invest in certain
securities, The Journal said.  Currently, there are no such
limitations, the report added.

                          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: Australian Clients Not Guaranteed Full Return
--------------------------------------------------------
Chris Campbell, a partner at Deloitte, who was appointed
administrator of MF Global's Australian units, said he is unable
to guarantee that clients would get 100 cents on the dollar
because he had yet to secure funds caught up in the group's
complex global web, Ben Butler of The Sydney Morning Herald
reported.

According to the administrator, the Australian units were in the
black when its directors pulled the plug, the report related.

Mr. Campbell said the company had 20,700 client accounts, although
"people will have multiple accounts," and he had so far secured
"just under $160 million" in cash, SMH related.

A creditors' meeting is set for Friday next week in Sydney, SMH
related.

"The overall reconciliation that the company did every day prior
to our appointment, and is being updated for the day of our
appointment, shows a positive reconciliation," Mr. Campbell told
SMH.  "In other words, there is a surplus in total."

But only part of the company's assets were in cash, Mr. Campbell
said, according to the report.  "The rest is made up of clearing
accounts, instruments that are still on market and other
organizations that owe money into Australia."

Mr. Campbell added that so far there had been "mixed success"
recovering funds from exchanges, sometimes because accounts were
held in the names of other companies in the group.

While there was also enough money owing between companies in the
global group to "cause concern," administrators of MF Global's
arms around the world were starting to talk to each other, he told
SMH.

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: Asia & Australia Operations Get 40 Bids
--------------------------------------------------
Patrick Cowley, a principal for KPMG in Hong Kong, told Reuters on
Friday that MF Global's operations in Asia and Australia have
received nearly 40 credible offers and a sale is expected to be
agreed by the end of the weekend.  KPMG is acting as provisional
liquidator for the brokerage's Hong Kong unit.

Mr. Cowley told Reuters that he was working with the brokerage's
other administrators in Australia and Singapore to try and sell
the Asia-Pacific operations to a single buyer.

"It is an integrated platform and so we start from the belief that
the most value will be to a party looking to take on Australia,
Singapore, Hong Kong, Japan, and that's the response we are
getting from interested parties," Mr. Cowley told Reuters.

Reuters said Mr. Cowley refrained from giving any indication on
what kind of price the liquidators were hoping to achieve for the
Asian business, but said he and his fellow administrators were
pushing for a strong valuation.

Mr. Cowley told Reuters that if terms were agreed on a sale over
the weekend, contracts would probably be signed early next week
and the transaction completed a couple of weeks afterwards.  Mr.
Cowley said there was no indication of any unaccounted for client
funds in Asia.

The brokerage's administrators said earlier this week that they
were being hampered in their efforts to retrieve client money from
some overseas exchanges but Cowley said that situation is now
improving, Reuters reported.

Interested parties for the brokerage in Asia include major
financial institutions, MF Global's previous competitors and other
regional institutions looking to either get a foothold in the
Asian market or expand their options and derivatives franchises,
according to Reuters.

According to Reuters, analysts said the rush of interest in MF
Global's brokerage unit, which only appointed liquidators in Hong
Kong on Wednesday morning, reflects the fact it had a strong
market share in several Asian markets.

MF Global's last annual report said it generated around 14.4% of
its global revenue in Asia during the 2010-2011 financial year,
which would be around $321.6 million (200.8 million pounds) before
interest and transaction-based expenses, Reuters noted.

Asia is the main growth focus for many financial institutions
given the ongoing economic and fiscal problems in western markets,
which is likely to add to the attractiveness of MF Global's
regional operations, the report related.

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: Investor Commence Class Suits vs. Corzine, Execs
-----------------------------------------------------------
Joseph DeAngelis, an investor, filed a complaint in a New York
federal court against MF Global Holdings Ltd. Chief Executive Jon
Corzine, Chief Financial Officer Henri Steenkamp, Chief Operating
Officer Bradley Abelow and Chief Risk Officer Michael Stockman.

The complaint, according to Reuters, accused the executives of
having "continuously touted" MF Global's financial controls and
liquidity, despite knowing their statements were false and
misleading at the time they were made.

"Defendants had the power and influence -- and exercised such
power and influence -- as to cause MF Global to engage in the
unlawful conduct and practices," Mr. DeAngelis said in court
papers, according to Bloomberg News.  "Each of the defendants is
liable as a participant in a fraudulent scheme and course of
business that operated as a fraud or deceit on purchasers of MF
Global common stock."

The complaint seeks class-action status on behalf of purchasers of
MF Global common stock from May 20 to October 28, 2011, Reuters
said.

Reuters noted that MF Global was not named defendant in the
complaint.

The case is captioned DeAngelis v. Corzine et al, U.S. District
Court, Southern District of New York, No. 11-07866.

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: Wins OK for Garden City Group as Claims Agent
--------------------------------------------------------
MF Global Inc. sought and obtained the bankruptcy court's
authority to employ GCG, Inc., as claims and noticing agent for
the Clerk of the Bankruptcy Court, nunc pro tunc to the Petition
Date.

GCG is a bankruptcy administrator that specializes in providing
comprehensive Chapter 11 administrative services including
noticing, claims processing, balloting and other related services
critical to the effective administration of Chapter 11 cases.

GCG will undertake, inter alia, these actions and procedures in
its role as claims and noticing agent:

  (a) notify all potential creditors of the filing of the
      bankruptcy petitions and of the setting of the date for
      the first meeting of creditors pursuant to Section 341(a)
      of the Bankruptcy Code, under the proper provisions of the
      Bankruptcy Code and the Bankruptcy Rules;

  (b) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed
      thereto;

  (c) notify all potential creditors of the existence and amount
      of their claims as evidenced by the Debtors' books and
      records and as set in the Schedules;

  (d) furnish a notice of the last date for the filing of proofs
      of claim and a form for the filing of a proof of claim,
      after the notice and form are approved by the Court;

  (e) maintain a post office box for the purpose of receiving
      claims;

  (f) for all notices, file with the Clerk's Office an affidavit
      or certificate of service which includes a copy of the
      notice, a list of persons to whom it was mailed, and the
      date mailed, within seven days of service;

  (g) docket all claims received by the Clerk's Office, maintain
      the official claims register for the Debtors on behalf of
      the Clerk's Office, and, upon the receipt of a request
      from the Clerk's Office, provide the Clerk's Office with a
      certified duplicate, unofficial Claims Register;

  (h) specify in the Claims Register, the following information
      for each claim docketed: (i) the claim number assigned,
      (ii) the date received, (iii) the name and address of the
      claimant and agent, if applicable, who filed the claim,
      and (iv) the classification(s) of the claim (e.g.,
      secured, unsecured, priority, etc.);

  (i) record all transfers of claims and provide any notices of
      the transfers as required by Rule 3001(e) of the Federal
      Rules of Bankruptcy Procedure;

  (j) relocate, by messenger or overnight courier, all of the
      court-filed proofs of claim to the offices of GCG, not
      less than weekly;

  (k) upon completion of the docketing process for all claims
      received to date for each case, turn over to the Clerk's
      Office copies of the claims register for review by the
      Clerk's Office;

  (l) make changes in the Claims Register pursuant to Court
      Order;

  (m) maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list will
      be available upon request by a party-in-interest or the
      Clerk's Office;

  (n) assist with, among other things, solicitation and
      calculation of votes and distribution as required in
      furtherance of confirmation of any plan of reorganization;

  (o) 30 days prior to the close of these cases, arrange to have
      submitted to the Court a proposed Order dismissing the
      claims and noticing agent and terminating the services of
      the agent upon completion of its duties and
      responsibilities and upon the closing of these cases;

  (p) file with the Court the final version of the claims
      register immediately before the close of the chapter 11
      cases; and

  (q) at the close of the cases, box and transport all original
      documents, in proper format, as provided by the Clerk's
      Office, to the Federal Archives Record Administration,
      located at Central Plains Region, 200 Space Center Drive,
      Lee's Summit, MO 64064.

The Debtors will pay for the services based on GCG's standard
hourly billing rates:

  Administrative & Data Entry                   $45 - $55
  Mailroom and Claims Control                   $55
  Customer Service Representatives              $57
  Project Administrators                        $70 - $85
  Quality Assurance Staff                       $80 - $125
  Project Supervisors                           $95 - $110
  Systems & Technology Staff                   $100 - $200
  Graphic Support for web site                 $125
  Project Managers                             $125 - $175
  Directors, Sr. Consultants and Asst VP       $200 - $295
  Vice President and above                     $295

The Debtors will also reimburse GCG's necessary out-of-pocket
expenses.

Angela Ferrante, an assistant vice president of GCG, assured the
Court that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

In a supplemental affidavit, Ms. Ferrante disclosed that Denise
Kaloudis, a senior consultant at GCG, was formerly associated with
the Debtors' bankruptcy counsel, Skadden, Arps, Slate, Meagher &
Flom LLP.  Ms. Kaloudis was an attorney employed by Skadden from
October 2004 through April 2009.

While at Skadden, Ms. Kaloudis was involved in the Chapter 11 case
of In re Refco Inc., et al., case no. 05-60006 (RDD) and worked on
the sale of Refco Inc.'s assets to Man Financial, Inc.  At GCG,
Ms. Kaloudis is engaged in business development initiatives and,
in that capacity, will not work on the Debtors' cases, Ms.
Ferrante told the Court.

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: Triggers Rise In Repurchase Deal Rates
-------------------------------------------------
The rate to borrow and lend U.S. government securities rose to an
almost two-week high as demand for repurchase agreements declined
after MF Global Holdings Ltd. declared bankruptcy and more
securities entered the marketplace following auction settlements,
Liz Capo McCormick of Bloomberg News reported on Nov. 2.

The average overnight general collateral repo rate was 0.14% as of
10 a.m. New York time on Nov. 2, when most trading takes place,
according to ICAP Plc, the world's largest inter-dealer broker,
Bloomberg noted.  That was the highest average morning rate since
Oct. 18, and up from 0.12 Nov. 1 and 0.07% on Oct. 28, Bloomberg
said.

MF Global ceased entering into repo agreements after filing for
bankruptcy Oct. 31, reducing competition for securities exchanged
as collateral on short-term loans that bond dealers use to finance
holdings and increase leverage, Bloomberg related.  Fixed Income
Clearing Corp., the central clearing counterparty for the inter-
dealer repo market, stopped processing trades for the futures
broker, the report further related.

"The fact that GC repo is moving higher the morning of Nov. 2 is a
sign there are still cash dislocations in the funding markets
related to the MF Global bankruptcy," Scott Skyrm, senior vice
president and head of repo and money markets for NewEdge USA LLC,
said in a telephone interview with Bloomberg.  "This has been the
case since the FICC cut off MF Global from clearing on Monday."

                           On Special

General collateral repo rates reached as high as 0.31% on Nov. 1,
according to Skyrm, who is based in New York, Bloomberg cited.

Securities that can be borrowed at interest rates close to the
Fed's target rate, which now is in a range of zero to 0.25%, are
called general collateral, Bloomberg said.  Those in highest
demand have lower rates and are called "special."

Money market rates have otherwise held steady since the MF Global
bankruptcy, the report added.  The volume-weighted average for
trades of overnight federal funds, known as the fed effective
rate, averaged 0.08% on Nov. 1, the report related.  That compares
to a rate of 0.07% on Oct. 28.  The Fed pays banks a 0.25% rate on
excess reserves they hold at the central bank, the report said.

The average rate for borrowing and lending Treasuries for one day
in the repo market was 0.134% on Nov. 1, Bloomberg said, citing an
index data provided by the Depository Trust & Clearing
Corporation, the parent company of FICC.  That was up from 0.062%
on Oct. 28.  The index level was below zero, at negative 0.002% as
recently as July 14, the report said.

                       Weighted Average

The DTCC index is a weighted average of all general collateral
repo transactions during a day, Bloomberg said.  The DTCC
processes about $3.6 trillion in repos transactions daily,
Bloomberg added.

Repo rates are rising as seasonal demand from money market funds
drops and two-, five- and seven-year Treasuries as well as 30-year
Treasury Inflation Protected Securities auctions settle, according
to Brian Smedley, a strategist in New York at Bank
of America Corp., Bloomberg said.  There was a net influx of
$49 billion in new securities on Oct. 31 with the settlements, the
report said.

"The episode with MF Global coincides with typical seasonal upward
pressure on repo rates given month-end redemptions from money
market funds, which temporarily reduces cash invested in repos,"
Mr. Smedley said.  "We also had the Treasury auction settlement,
which takes a few days to filter through the market. Repo rates
typically rise slightly as the Street digests the new supply."

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: Finding Customers' Cash May Be Increasingly Remote
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that chances of finding customers' $600 million in missing
cash supposedly held at commodities broker MF Global Inc. sounded
increasingly remote.

According to the report, Bart Chilton, a commissioner at the U.S.
Commodity Futures Trading Commission, said there's "a distinct
possibility, some would say probability, that somebody has done
something with the money, and that it's not going to be ?all of a
sudden discovered' with an innocent explanation."

Mr. Chilton said the CFTC is conducting investigation into
"massive hide-and-seek ploy."

In addition to the CFTC, investigations are being conducted by the
U.S. Justice Department, the Securities and Exchange Commission
and the trustee appointed to liquidate the MF Global broker under
the Securities Investor Protection Act.

The MF Global trustee, James W. Giddens, explained that he is
required to make a pro-rata distribution to all customers.  Until
he can determine how much customers are owed and how much of their
cash remains, the trustee can't pay out all of what may be
customer cash.

Mr. Giddens also said he needs to investigate the "complex cash
movements" to help establish the amount of the shortfall.

To the extent customers' cash never can be recovered, customers
will have general unsecured claims for the shortfall.

Fitch Ratings estimated that bondholders at the parent MF Global
Holdings Ltd. should expect to recover between 10% and 30%.  The
6.25% senior unsecured notes due August 2016 last traded Nov. 10
at 34.5 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
was one of the world's leading brokers of commodities and listed
derivatives.  MF Global provided access to more than 70 exchanges
around the world.  The firm was 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 Martin Glenn presides over the Chapter 11 case.  J. Gregory
Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy
counsel.  The Garden City Group, Inc., serves as claims and
noticing agent.  The petition was signed by Bradley I. Abelow,
Executive Vice President and Chief Executive Officer of MF Global
Finance USA Inc.

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

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

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

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


MGM RESORTS: S&P Raises Corporate Credit Rating to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on MGM Resorts International to 'B-' from 'CCC+'. The
rating outlook is stable.

"At the same time, we raised our issue-level rating on MGM's
senior secured notes to 'B+' (two notches higher than the 'B-'
corporate credit rating) from 'B', and maintained our recovery
rating of '1' on the notes, indicating our expectation of very
high (90% to 100%) recovery for noteholders in the event of a
payment default," S&P said.

"We also raised our issue-level rating on MGM's senior unsecured
notes to 'B-' (the same as the corporate credit rating) from
'CCC+', and maintained our '4' recovery rating on the notes,
indicating our expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default. Finally, we raised
our issue-level rating on the company's subordinated debt to 'CCC'
(two notches lower than the corporate credit rating) from 'CCC-',
and maintained our '6' recovery rating on the notes, indicating
our expectation of negligible (0 to 10%) recovery for noteholders
in the event of a payment default," S&P said.

"We removed all ratings from CreditWatch, where they were placed
with positive implications on Aug. 2, 2011," S&P related.

"The rating upgrade reflects MGM's solid performance thus far in
2011, and our expectation that MGM will continue benefitting from
improving performance trends on the Las Vegas Strip, particularly
on the lodging side of the business," said Standard & Poor's
credit analyst Ben Bubeck. "MGM maintains weak credit measures,
including operating lease-adjusted debt to wholly owned EBITDA of
over 11x and EBITDA coverage of interest of just 1.0x. Still, we
believe recent strong performance trends are reducing refinancing
risk in the company's intermediate- term debt maturities, and
expect credit measures to continue to gradually improve modestly
in 2012."

"Our 'B-' corporate credit rating on MGM reflects our assessment
of its financial risk profile as 'highly leveraged' according to
our criteria, given its high debt leverage and thin EBITDA
coverage of interest, which likely will limit positive free
operating cash flow generation in 2011 and 2012. In addition,
while MGM completed several capital raises and other actions in
recent years, alleviating near-term debt maturities, its ability
to meet the step-up in debt maturities in 2013 and 2014 relies on
substantial growth in cash flow generation and continued access to
capital markets," S&P said.


MINE RECLAMATION: Status Conference Set for Dec. 13
---------------------------------------------------
The U.S. Bankruptcy Court set a status conference in the
bankruptcy case of Mine Reclamation LLC on Dec. 13, 2011, at 1:30
p.m. at RM 126, 3420 Twelfth St., Riverside, California.

Mine Reclamation, LLC, filed for Chapter 11 bankruptcy (Bankr.
C.D. Calif. Case No. 11-43596) on Oct. 30, 2011, estimating $50
million to $100 million in assets.  Judge Scott C. Clarkson
presides over the case.  Natalie C Boyajian, Esq., and Sharon Z.
Weiss, Esq. -- natalie.boyajian@hro.com and sharon.weiss@hro.com
-- at Holme Roberts & Owen LLP, serve as the Debtors' counsel.


MINE RECLAMATION: Sec. 341 Creditors' Meeting Set for Dec. 2
------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
Sec. 341(a) of the Bankruptcy Code in the bankruptcy case of Mine
Reclamation, LLC, on Dec. 2, 2011, at 2:30 p.m. at STE 300, 3685
Main St., in Riverside, California.

Mine Reclamation, LLC, filed for Chapter 11 bankruptcy (Bankr.
C.D. Calif. Case No. 11-43596) on Oct. 30, 2011, estimating $50
million to $100 million in assets.  Judge Scott C. Clarkson
presides over the case.  Natalie C Boyajian, Esq., and Sharon Z.
Weiss, Esq. -- natalie.boyajian@hro.com and sharon.weiss@hro.com
-- at Holme Roberts & Owen LLP, serve as the Debtors' counsel.


MOMENTIVE PERFORMANCE: Incurs $32 Million Q3 Net Loss
-----------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting a net loss of $32 million on $653 million of net
sales for the fiscal three-month period ended Sept. 30, 2011,
compared with net income of $29 million on $662 million of net
sales for the fiscal three-month period ended Sept. 26, 2010.

The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.

The Company also reported a net loss of $45 million on $2.04
billion of net sales for the fiscal nine-months period ended
Sept. 30, 2011, compared with net income of $26 million on $1.91
billion of net sales for the fiscal nine-month ended Sept. 26,
2010.

The Company's balance sheet at Sept. 30, 2011, showed $3.37
billion in total assets, $3.99 billion in total liabilities and a
$625 million total deficit.

"We experienced softer year over year silicones volumes in third
quarter of 2011 primarily reflecting credit tightening in China
and general economic weakness in Europe, while our volumes
improved in the Americas," said Craig O. Morrison, Chairman,
President and CEO.  "We generally experienced customers reducing
inventories in light of the global economic uncertainty during the
third quarter of 2011.  However, our global Quartz business
continued to perform well in the third quarter of 2011 versus the
prior year."

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

                        http://is.gd/SmBwyL

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.


                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


MOMENTIVE SPECIALTY: Files Form 10-Q; Posts $39MM Q3 Net Income
---------------------------------------------------------------
Momentive Specialty Chemicals Inc. filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting net income of $39 million on $1.32 billion of net sales
for the three months ended Sept. 30, 2011, compared with net
income of $116 million on $1.22 billion of net sales for the same
period during the prior year.

The Company also reported net income of $165 million on $4.05
billion of net sales for the nine months ended Sept. 30, 2011,
compared with net income of $161 million on $3.42 billion of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.12
billion in total assets, $5 billion in total liabilities and a
$1.87 billion total deficit.

"Our third quarter 2011 Segment EBITDA reflected slightly
declining volumes versus the prior year, weaker global economic
conditions and a draw down of inventories due to cautious order
patterns from some of our customers," said Craig O. Morrison,
Chairman, President and CEO.  "Our most recent quarterly results
also reflected headwinds in our specialty epoxy business, which
experienced what we believe is a temporary slowdown stemming from
tightness in Chinese credit markets and the reduction of Chinese
government subsidies for certain wind energy projects."

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

                        http://is.gd/LN3rcM

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MONTANA ELECTRIC: City Legal Team Says 20% Rate Hike Illegal
------------------------------------------------------------
Richard Ecke, writing for the Great Falls Tribune, reports that
the city of Great Falls (Mont.) commission members met on Nov. 7,
2011, as the Electric City Power Board and rejected as illegal a
20% rate hike approved Oct. 21 by the city's wholesale electricity
supplier.

According to the report, City Attorney James Santoro said the
city's legal team considers the Oct. 21 vote "illegal" because
only three of the six representatives of the Southern Montana
Electric Generation & Transmission Cooperative board were present.
That means a quorum was lacking, because at least four board
members should have been present for the vote to be legitimate, he
said.

The report notes, on the Nov. 7 meeting, Mr. Santoro told the
board the city has not gone ahead with any type of challenge to
the filing of the bankruptcy petition by half of Southern
Montana's board.  The city attorney also declined to reveal more
about the city's strategy in dealing with the bankruptcy case
during the meeting.

The report says one thing no one at the meeting disputed was
rejecting the 20% rate hike enacted by Southern Montana last month
and made retroactive to September.  Mr. Santoro said Southern
Montana's power would cost a hefty $86 per megawatt hour after
that most recent hike.

The report relates that Mr. Santoro said the city is in
discussions with legal counsel for Barretts Minerals, which
dropped the city as a supplier and jumped to PPL for its
electricity.  Mr. Santoro said the full requirements of the
contract between the city and Barretts of Dillon did not allow
Barretts to leave.

The report says Fiscal Services Director Melissa Kinzler said the
city has borrowed a total of $5.284 million in spare city cash
over the years to keep Electric City Power afloat, adding the
general fund could not afford the total amount.  She said the city
also borrowed from its health insurance fund and from a revolving
fund used to replenish city equipment. This internal borrowing
"has been getting progressively worse," she said.

The report says the meeting placed a sharp focus on the Nov. 17
hearing, when one or more Southern Montana officials may be
questioned by creditors.

The report relates that one of the major creditors in the
bankruptcy case is PPL EnergyPlus, an unregulated division of PPL,
the parent company of PPL Montana, which is already owed more than
$7 million for electricity by Southern Montana.

                       About Southern Montana

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
scheduled about $132 million in liabilities and $110 million in
assets.  Timothy Gregori signed the petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


MONTANA ELECTRIC: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
The Associated Press, citing papers filed with the bankruptcy
court, reports that Southern Montana Electric listed on Nov. 4,
2011, about $132 million in liabilities and $110 million in
assets.

According to the report, SME's secured debt includes $75 million
to Prudential Capital Group of Dallas, which lent SME money to
build the Highwood station.  Modern Woodman of America, in Rock
Island, Ill., has a $10 million mortgage claim.

The report relates that Southern owes money in unsecured claims to
about 39 businesses that are mostly associated with construction
or service for the Highwood plant. SME disputes the $7.5 million
being sought by PPL Energy Plus.

The report adds that all of Southern's members are listed as
unsecured creditors for deposits on wholesale power bills, their
investments in Highwood and other claims.  SME lists all of its
members, except Yellowstone Valley, as co-debtors for pledging
collateral or guaranteeing letters of credit.

                       About Southern Montana

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Timothy Gregori signed
the petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


MORGANS HOTEL: Incurs $25.6 Million Net Loss in Third Quarter
-------------------------------------------------------------
Morgans Hotel Group Co. reported a net loss of $25.61 million on
$46.68 million of total revenues for the three months ended
Sept. 30, 2011, compared with a net loss of $38.52 million on
$57.74 million of total revenues for the same period during the
prior year.

The Company also reported a net loss of $70.29 million on
$155.30 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $76.14 million on
$171.31 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$480.80 million in total assets, $557.97 million in total
liabilities, and a $77.17 million total stockholders' deficit.

Michael Gross, CEO of the Company, said: "Our hotels continued to
perform well in the quarter and we made significant progress in
positioning the company for growth.  We have further reduced our
leverage, eliminated all near-term consolidated debt maturities
and improved our liquidity position.  We are now focused on
enhancing our status as a global leader in lifestyle hospitality
management.  We are excited about the opportunity to add more
contracts and expand our Hudson, Mondrian and Delano brands around
the world."

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

                        http://is.gd/7EBSt9

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.


MPG OFFICE: Files Form 10-Q, Reports $30.3MM Q3 Net Income
----------------------------------------------------------
MPG Office Trust, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $30.36 million on $84.01 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$15.55 million on $86.51 million of total revenue for the same
period a year ago.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company also reported net income of $129.05 million on $249.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $45.79 million on $258.53 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.30
billion in total assets, $3.20 billion in total liabilities and a
$903.10 million total deficit.

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

                        http://is.gd/6mah9G

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


MORGANS HOTEL: Files Form 10-Q, Incurs $25.6 Million Q3 Net Loss
----------------------------------------------------------------
Morgans Hotel Group Co. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $25.61 million on $46.68 million of total revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$38.52 million on $57.74 million of total revenues for the same
period a year ago.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on
$225.05 million of total revenues during the prior year.

The Company also reported a net loss of $70.29 million on
$155.29 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $76.14 million on $171.31
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$480.80 million in total assets, $557.97 million in total
liabilities and a $77.17 million total deficit.

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

                        http://is.gd/iePuVY

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.


MSR RESORT: Paulson's Resorts Approved to Settle with MetLife
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Midland Loan Services, the servicer for a $1 billion
secured claim against the five resorts foreclosed in January by
Paulson & Co. and Winthrop Realty Trust, achieved a modicum of
success from its opposition to the resorts' settlement with
MetLife Inc., the holder of a $115 million first mezzanine loan.

According to the report, Midland contended that the settlement
violated an intercreditor agreement and a rule in bankruptcy
prohibiting lower-ranked creditors from being paid ahead of those
with higher priority.  The MetLife settlement, together with a
companion settlement with Government of Singapore Investment
Corp., would permit Paulson and Winthrop to continue the resorts'
bankruptcy reorganization into September 2012.

Midland, Mr. Rochelle recounts, opposed provisions in the
settlement where MetLife, a lower-ranked creditor, will be paid
interest and fees before Midland is paid in full.  Midland
contended the provision conflicts with an intercreditor agreement
among the lenders.

Mr. Rochelle notes that although the bankruptcy court in New York
approved the settlement with MetLife, the judge carved out an
exception where Midland in the future can recover some of the
money paid to MetLife if payments are later found in conflict with
the intercreditor agreement.

                        About MSR Resort

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

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

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

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

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

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


MT. VERNON: Can Access Fannie Mae and CNB Cash Until Nov. 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
permitted Mt. Vernon Properties, LLC, to use cash collateral of
Fannie Mae and City National Bank, on a final basis pursuant to
the Supplemental Budgets for the Supplemental Period of Nov. 1,
2011, through Nov. 30, 2011 (the "First Supplemental Period"), for
each of the Pre-Petition Lenders.

The Debtor's right to use cash collateral pursuant to this Cash
Collateral Order will terminate immediately upon the entry of an
Order from the Bankruptcy Court (i) converting this case to a case
under Chapter 7 of the Bankruptcy Code or (ii) appointed in this
case a Chapter 11 examiner or trustee pursuant to Section 1104 of
the Bankruptcy Code.

                   About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq., at Meridian Law, LLC, in Baltimore,
serves as bankruptcy counsel.  The Debtor disclosed $10,237,448 in
assets and $15,064,059 in liabilities as of the Chapter 11 filing.
The petition was signed by Ronald Persaud, managing member of Mt.
Vernon Properties II LLC, the Debtor's sole member.


MT ZION: Hearing on Cash Collateral Access Set for Dec. 13
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois of
has continued until Dec. 13, 2011, at 10:30 a.m., the hearing to
consider Mt. Zion Limited Partnership's request for cash
collateral use.

Previously, the Court authorized the Debtor's use of cash
collateral to fund its Chapter 11 case, pay suppliers and other
parties.

As reported in the Troubled Company Reporter on May 6, 2010, the
bank asserts a senior position mortgage lien and claim against
the Debtor's residential apartment project in Florence, Kentucky,
known as Woodspring Apartments, which purportedly secures a
mortgage indebtedness of approximately $28,850,000.  The bank
also asserts a security interest in and lien upon the rents being
generated at the property.

The Debtor is also authorized to grant certain liens and provide
adequate protection and other relief to PNC Bank, National
Association.

                About Mt. Zion Limited Partnership

Lake Forest, Illinois-based Mt. Zion Limited Partnership, dba
Woodspring Apartments, owns and operates a residential apartment
project located in Florence, Kentucky, known as Woodspring
Apartments.  The Company filed for Chapter 11 protection (Bankr.
N.D. Ill. Case No. 10-18075) on April 23, 2010.  David K Welch,
Esq., at Crane Heyman Simon Welch & Clar, assists the Debtor in
its restructuring effort.  The Company estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


MUNICIPAL MORTGAGE: Expects to Reports $2.1-Mil. Q3 Deficit
-----------------------------------------------------------
Municipal Mortgage & Equity, LLC, expects that on Nov. 14, 2011,
it will file its quarterly report on Form 10-Q for the quarter
ending Sept. 30, 2011.  The Company expects to report a common
shareholder deficit of $2.1 million at Sept. 30, 2011, as compared
to a common shareholder deficit of $37.8 million reported at
Dec. 31, 2010.

As previously announced, the Company held its annual meeting at
1:00 p.m. on Nov. 9, 2011.  The meeting was not being
contemporaneously broadcast, but a script of the formal remarks of
the Chief Executive Officer presented at the meeting has been
posted on the Company's Web site at www.munimae.com, under the
"Investor Relations" tab.

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

The Company's balance sheet at June 30, 2011, showed $1.94 billion
in total assets, $1.24 billion in total liabilities and $702.63
million in total equity.

As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore,
Maryland, expressed substantial doubt about Municipal Mortgage &
Equity's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets,
liquidate collateral positions, post additional collateral, sell
or close different business segments and work with its creditors
to restructure or extend its debt arrangements.

Municipal Mortgage reported a net loss of $72.5 million on
$107.7 million of total revenue for 2010, compared with a net loss
of $380.1 million on $134.8 million of total revenue for 2009.


MUSCLEPHARM CORP: Inks Equity Purchase Agreement with Southridge
----------------------------------------------------------------
MusclePharm Corporation, on Nov. 4, 2011, entered into an Equity
Purchase Agreement and a Registration Rights Agreement with
Southridge Partners II, LP.

Pursuant to the Equity Purchase Agreement, the Investor will
commit to purchase up to $10,000,000 of the Company's common stock
over the course of 24 months commencing on the effective date of
the initial Registration Statement, covering the Registrable
Securities pursuant to the Equity Purchase Agreement.  The put
option price is 94% of the average of the two lowest closing bid
prices of any two applicable trading days during the 5 trading day
period commencing on the day after (i) a put notice is delivered
to the Investor and (ii) estimated put shares are delivered and
cleared through the Investor's brokerage account, in the manner
provided by the Equity Purchase Agreement.

The "Registrable Securities" include the put shares and any
securities issued or issuable by way of exchange, stock dividend
or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or
otherwise.

Under the terms of the Registration Rights Agreement, the Company
is obligated to file a registration statement with the U.S.
Securities and Exchange Commission to cover the Registrable
Securities.  The amount of the Registrable Securities required to
be included in the initial Registration Statement will be no less
than the maximum amount of common stock permitted by the SEC to be
included in a Registration Statement pursuant to Rule 415
promulgated under the Securities Act of 1933, as amended, and will
file additional Registration Statements to register additional
Rule 415 Amounts until all the Registrable Securities are
registered.

In connection with the Equity Purchase Agreement, the Company (i)
issued to the Investor 500,000 five-year warrants to purchase
shares of the Company's common stock at an exercise price equal to
120% of the average of the closing prices of the common stock
during the twenty trading days during which the common stock has
traded prior to the exercise date.

Additionally, on Nov. 4, 2011, the Company entered into an
exchange and purchase agreement with Southridge, pursuant to which
the Company issued to Southridge 190 shares of the Company's
Series C Preferred Stock in exchange for (i) $100,000 cash and
(ii) the elimination of $90,000 worth of accrued fees to
Southridge.

On Oct. 25, 2011, the Company amended its certificate of
incorporation by filing a certificate of designation with the
Secretary of State of the State of Nevada that designates a series
of convertible preferred stock.

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

                        http://is.gd/AR4yai

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company's balance sheet at June 30, 2011, showed $4.9 million
in total assets, $10.4 in total liabilities, and a stockholders'
deficit of $5.5 million.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about MusclePharm's 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
$19.6 million and net cash used in operations of $3.8 million for
the the year ended Dec. 31, 2010; and a working capital deficit
and stockholders' deficit of $2.8 million and $1.7 million,
respectively, at Dec. 31, 2010.


NASSAU BROADCASTING: Court to Consider Application on Dec. 20
-------------------------------------------------------------
All Access reports that a hearing has been set for Dec. 20, 2011,
at 2:00 p.m., in U.S. Bankruptcy Court in Delaware on, among other
things in the case, Nassau Broadcasting Partners LP's application
to hire Rothschid Inc. as financial advisor and investment banker,
nunc pro tunc to October 28.

                     About Nassau Broadcasting

Nassau Broadcasting Partners LP is a radio-station owner and
operator.  Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.


NAVISTAR INT': Closes $224 Million Wholesale Funding Deal
---------------------------------------------------------
Navistar Financial Corporation has sold $224 million of wholesale
floor plan notes in a two-year 144-A transaction to support its
dealer inventory funding.

This transaction will replace a $250M deal that matures in January
of 2012, after which NFC will have $1.1 billion in total wholesale
funding capacity.

"This deal provides competitively priced funding to support
Navistar's dealers, and it further diversifies our funding sources
by broadening our investor base and maturity structure," said
David Johanneson, president and chief executive officer of NFC.
"As the economic recovery continues, we continue to seek the most
cost-effective financing solutions for our dealers and customers
to support the profitable growth of Navistar."

Navistar International Corporation is a holding company whose
subsidiaries and affiliates produce International brand commercial
and military trucks, MaxxForce brand diesel engines, IC Bus brand
school and commercial buses, Monaco RV brands of recreational
vehicles, and Workhorse 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 service parts.
Navistar Financial Corporation provides financial programs and
services tailored to satisfy all Navistar's customer and dealer
equipment financing needs.  Additional information is available at
www.Navistar.com/newsroom.

                    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.


NCI BUILDING: S&P Raises Rating on $150-Mil. Term Loan to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Houston-Texas-based NCI Building Systems Inc.'s $150 million
senior secured bank term loan (current balance $131 million) to
'B+' from 'B'. "At the same time, we revised our recovery rating
on the term loan to '2', indicating our expectation of substantial
(70% to 90%) recovery for lenders in the event of a payment
default, from '3'," S&P related.

"We raised the issue-level rating on the term loan and revised our
recovery rating to reflect higher potential recovery for the term
loan lenders based on a slightly lower borrowing availability
assumption related to the company's priority asset based lending
facility ($105 million versus the prior $112 million) in our
simulated default scenario. This results in lower priority
claims in our default scenario. The revised issue level and
recovery rating also reflects that the company has reduced the
amount outstanding under its lower term loan balance in our
default scenario due to its modest prepayments," S&P related.

"The ratings on NCI reflect our view of the combination of the
company's highly leveraged financial risk profile, including its
high adjusted-debt-to-EBITDA ratio of nearly 14x, and a weak
business risk profile. NCI's adjusted debt as of July 31, 2011,
totaled about $416 million, including approximately $267 million
of convertible preferred stock. EBITDA to cash interest coverage
was about 1.8x for the 12-month period ended July 31. 2011. Based
on our operating assumptions, total adjusted leverage is likely to
be about 10x over the next several quarters, and we believe
interest coverage will improve to over 3x, given the recent
cancellation of an interest rate hedge (which will reduce
interest costs by $2 million) and our expectations of EBITDA
growth," S&P related.

NCI is one of North America's largest integrated manufacturers and
marketers of engineered building systems, metal components, and
coatings services for the nonresidential construction industry.
(For the complete corporate credit rating rationale, see the
research update published on Sept. 30, 2011, on RatingsDirect.)

Ratings List
NCI Building Systems Inc.
Corporate credit rating                 B/Stable/--

Upgraded; Recovery Rating Revised
$150 mil secured bank term loan         B+       B
  Recovery Rating                        2        3


NELSON EDUCATION: S&P Affirms 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Toronto-
based Nelson Education Ltd. to stable from negative. At the same
time, Standard & Poor's affirmed its ratings, including its 'B-'
long-term corporate credit rating on the company.

"The outlook revision reflects our belief that Nelson's
performance will meet our expectations in fiscal 2012, ending June
30, resulting in sufficient liquidity to operate the business and,
therefore, a reduced risk of near-term default," said Standard &
Poor's credit analyst Lori Harris. At June 30, 2011, Nelson had
full availability under its C$50 million revolving credit facility
and was generating positive free cash flow.

The ratings on Nelson reflect what Standard & Poor's views as the
company's highly leveraged financial risk profile, weak but
improving operating performance, limited financial flexibility,
and lack of geographic diversity given the high proportion of
sales in Ontario. "These factors are slightly offset by what we
view as the company's solid market position in the Canadian
educational publishing industry," S&P said.

The company is one of the largest academic publishers in Canada,
with the No. 1 market position in the school segment
(Kindergarten-Grade 12) and the No. 2 position in higher
education. Nelson benefits from a relationship with Cengage
Learning Holdings II L.P. (the former U.S. Thomson Learning
business; B/Negative/--) through an operating agreement that
doesn't expire until Jan. 1, 2018, and is renewable for one-year
extensions thereafter. The agreement outlines participation in a
procurement program by both companies and terms relating to the
distribution of the U.S. company's products in Canada.

"The stable outlook reflects our belief that Nelson's operating
performance will meet our expectations in fiscal 2012, including
generating positive free cash flow and maintaining its solid
market position. Downward pressure on the ratings could result
from deterioration in the company's liquidity or operations,
resulting in negative free cash flow or less than a 10% EBITDA
cushion with the first-lien leverage covenant. Given Nelson's very
high leverage, Standard & Poor's is not contemplating raising the
ratings on the company," S&P related.

Nelson is a private company and does not release financial
information publicly.


NETBANK INC: Judge OKs $12.5MM Investors' Suit Settlement
---------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that U.S. District
Judge Timothy C. Batten on Wednesday approved a $12.5 million
settlement in a class action targeting NetBank Inc. and executives
for allegedly defrauding investors by not disclosing the bank's
true condition before its takeover by federal regulators and
subsequent liquidation.

Law360 relates that Judge Batten approved the terms set in a
stipulation filed by the parties in July, finding that "the
settlement is, in all respects, fair, reasonable and adequate and
in the best interest of the class."

                        About NetBank Inc.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. did
retail banking, mortgage banking, business finance, and provided
ATM and merchant processing services.

The Company filed for chapter 11 protection (Bankr. M.D. Fla. Case
No. 07-04295) on Sept. 28, 2007.  Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor.  Rogers
Towers, Esq. at Kilpatrick Stockton LLP, represents the Official
Committee of Unsecured Creditors.

Clifford Zucker serves as the Liquidating Supervisor for NetBank
under the terms of a Second Amended Liquidating Plan confirmed in
Sept. 2008, and is represented by Michael D. Langford, Esq., and
Shane G. Ramsey, Esq., at Kilpatrick Stockton LLP in Atlanta, Ga.

As of Sept. 25, 2007, the Debtor reported total assets of
$87,213,942 and total debts of $42,245,857.  As of August 31,
2008, NetBank, Inc., had total assets of $13,807,207 and total
liabilities of $34,607,868.


NEWALTA CORP: DBRS Assigns 'BB' Final Rating to Debentures
----------------------------------------------------------
DBRS has finalized its rating of BB (low) on Newalta Corporation's
(Newalta or the Company) issue of $125 million eight-year senior
unsecured debentures (the Debentures).  The rating is premised
upon Newalta's Issuer Rating of BB (low) and recovery rating of
RR4 on its Unsecured Notes, indicating DBRS's expectation of an
average (30% to 50%) recovery for noteholders in the event of
default.  The trend is Positive.

The finalization of the rating confirms that the final
documentation provided by Newalta is consistent with that which
DBRS had already reviewed when the provisional rating was assigned
to the issue on November 8, 2011.

The Debentures will be direct, unsecured obligations of Newalta
and will not be guaranteed at issuance.  The Debentures will rank
equally and ratably with all of the Company's other unsecured and
unsubordinated obligations.

DBRS expects Newalta to use the proceeds from this issuance mainly
to pay for the redemption of its $115 million 7.0% convertible
unsecured subordinated debentures maturing November 30, 2012, with
the balance to be used for reduction of senior indebtedness and
for general corporate purposes.


NEWALTA CORP: DBRS Assigns 'BB' Provisional Rating on Debentures
----------------------------------------------------------------
DBRS has assigned a provisional rating of BB (low) to Newalta
Corporation's (Newalta or the Company) proposed issue of $125
million eight-year senior unsecured debentures (the Debentures).
The rating is premised upon Newalta's Issuer Rating of BB (low)
and recovery rating of RR4 on its Unsecured Notes, indicating
DBRS's expectation of an average (30% to 50%) recovery for
noteholders in the event of default.  The trend is Positive.  For
more detailed analysis on Newalta, please refer to the DBRS rating
report dated October 12, 2011.

The Debentures will be issued by way of a supplement to the trust
indenture dated November 23, 2010.  The issue will carry a 7.75%
coupon and a November 14, 2019, maturity.  Closing is expected to
be on or around November 14, 2011.

The provisional rating is based on a draft preliminary offering
memorandum provided by Newalta as at November 8, 2011.  The
assignment of final ratings is subject to receipt by DBRS of final
documentation that is consistent with that which DBRS has already
reviewed.

The Debentures will be direct, unsecured obligations of Newalta
and will not be guaranteed at issuance.  The Debentures will rank
equally and ratably with all of the Company's other unsecured and
unsubordinated obligations.

DBRS expects Newalta to use the proceeds from this issuance mainly
to pay for the redemption of its $115 million 7.0% convertible
unsecured subordinated debentures maturing November 30, 2012, with
the balance to be used for reduction of senior indebtedness and
for general corporate purposes.


NEXSTAR BROADCASTING: Incurs $6.2 Million Third Quarter Net Loss
----------------------------------------------------------------
Nexstar Broadcasting Group, Inc., reported a net loss of
$6.25 million on $74.83 million of net revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$2.99 million on $73.12 million of net revenue for the same period
a year ago.

The Company reported a net loss of $1.81 million on
$313.35 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $12.61 million on $251.97 million of
net revenue during the prior year.

The Company also reported a net loss of $15.15 million on
$220.28 million of net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $16.08 million on $216.29
million of net revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$582.67 million in total assets, $769.64 million in total
liabilities and a $186.96 million total stockholders' deficit.

Perry A. Sook, chairman, president and chief executive officer of
Nexstar Broadcasting Group, Inc., commented, "Nexstar's third
quarter results highlight the benefits of our revenue
diversification initiatives, select accretive station acquisitions
and our success in generating new local direct advertising.
Nexstar's record third quarter revenue reflects our eighth
consecutive quarter of core television advertising revenue growth
complemented by significant double-digit revenue gains in every
one of our non-television advertising revenue sources.  The 5.3%
rise in core ad revenue growth, 17.5% increases in e-Media
revenue, 30.5% in retransmission fee revenue and 21.0% improvement
in management agreement revenue more than offset the impact of a
74.3% year-over-year reduction in political revenue."

A full-text copy of the Form 10-Q filed with the Securities and
Exchange Commission is available for free at:

                        http://is.gd/3jeKpE

A full-text copy of the press release announcing the third quarter
results is available for free at:

                        http://is.gd/0LKpxr

                   About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NEXTWAVE WIRELESS: Incurs $69.4 Million Net Loss in Oct. 1 Qtr.
---------------------------------------------------------------
Nextwave Wireless Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $69.45 million for the three months ended Oct. 1, 2011,
compared with a net loss of $82.26 million for the three months
ended Oct. 2, 2010.

The Company also reported a net loss of $195.82 million for the
nine months ended Oct. 1, 2011, compared with a net loss of
$158.03 million for the nine months ended Oct. 2, 2010.

The Company's balance sheet at Oct. 1, 2011, showed
$467.71 million in total assets, $1.06 billion in total
liabilities, and a $593.37 million total stockholders' deficit.

                        Bankruptcy Warning

The Company's current cash reserves are not sufficient to meet its
payment obligations under its secured notes at their current
maturity dates.  Additionally, the Company will not be able to
consummate sales of its wireless spectrum assets yielding
sufficient proceeds to retire this indebtedness at the current
scheduled maturity dates.  If the Company is unable to extend
maturity beyond 2011, or identify and successfully implement
alternative financing to repay the Senior Notes and Second Lien
Notes, the holders of the Company's secured notes could proceed
against the assets pledged to collateralize these obligations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.  Insufficient capital to
repay the Company's debt at maturity would significantly restrict
its ability to operate and could cause the Company to seek relief
through a filing in the United States Bankruptcy Court.  Any
alternative financing or maturity extension of the Company's
secured notes may be costly to obtain, and could involve the
issuance of equity securities that could cause significant
dilution to the Company's existing stockholders and potentially
limit the Company's net operating loss carry forwards.

                        Going Concern Doubt

As reported in the TCR on March 23, 2011, Ernst & Young LLP, in
San Diego, Calif., expressed substantial doubt about NextWave
Wireless's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses and has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $784.6 million at Jan. 1, 2011, that is
associated with the maturity of its debt.  "The Company currently
does not have the ability to repay this debt at maturity."

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

                         http://is.gd/q6u0wr

                       About NextWave Wireless

San Diego, Calif.-based NextWave Wireless Inc. (OTC QB: WAVE)
-- http://www.nextwave.com/-- is a wireless technology company
that manages and maintains worldwide wireless spectrum licenses.


NOTHCORE TECHNOLOGIES: Signs Contract with Mahdia Gold
------------------------------------------------------
Northcore Technologies Inc. entered into an agreement with Mahdia
Gold Corporation to deliver a holistic social media strategy
including the associated tools and support.

Mahdia is a high potential, publicly listed company in the mining
sector.  With significant holdings in the Guyana goldfields and a
young, tech savvy management team, Mahdia has enthusiastically
embraced the use of emerging technologies and social media tools.
Under the terms of the agreement, Northcore will provide strategic
consulting to develop an end-to-end social media strategy and then
deploy an appropriate execution toolset. The engagement will
include the creation of an interactive web presence which will
provide detailed information on Mahdia and Guyana.  In addition,
the solution will include integrated Twitter feeds and linkages to
other online properties such as Facebook and Linked In.  This will
allow investors and other interested parties to observe Mahdia's
progress as it develops its current properties and acquires new
holdings.

"We are pleased to be working with our partners at Mahdia to
implement an aggressive social media strategy," said Amit Monga,
CEO of Northcore Technologies.  "This represents a notable new
customer acquisition for the Northcore Social Commerce group, the
formation of which I recently announced.  It is also a important
undertaking for us because it marks an initial foray into a new
geographic segment."

Companies interested in exploring opportunities in social commerce
should contact Northcore at 416-640-0400 or 1-888-287-7467,
extension 395 or via email at GoSocial@northcore.com.

                          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.


NORTHGATE PROPERTIES: Wants Reorganization Case Dismissed
---------------------------------------------------------
Northgate Properties, Inc., asked the U.S. Bankruptcy Court for
the District of Nevada to dismiss its Chapter 11 case.  The Debtor
set a Dec. 7 hearing, at 10:00 a.m., on its requested case
dismissal.

According to its case docket, the Court denied approval of the
Disclosure Statement explaining the proposed Plan of
Reorganization.

Reno, Nevada-based Northgate Properties, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50451) on
Feb. 14, 2011.  In its schedules, the Debtor disclosed $12,053,476
in assets and $5,811,393 in liabilities as of the petition date.
Northgate Properties is represented by Kevin A. Darby, Esq. of
Darby Law Practice, Ltd.


NORTHGATE PROPERTIES: Creditor OneWest Bank Wants Relief of Stay
----------------------------------------------------------------
Creditor OneWest Bank, FSB, asks the U.S. Bankruptcy Court for the
District of Nevada for relief from the automatic stay against
Northgate Properties, Inc.'s real property -- East and West side
of Jefferson Street, Indio Boulevard, Avenue 42 and Country Club,
Indio, California.

Previously, the Hon. Bruce T. Beesley approved a stipulation
entered between the Debtor and secured creditor City National
Bank, N.A., as successor in interest to Sun West Bank, granting
City National relief from the automatic stay on (i) three parcels
of vacant land -- parcel 54, APN 081-160-19; Parcel 55, APN 081-
160-18; and Parcel 56, APN 081-160-17, in the Ventana Point
Subdivision in the City of Reno, County of Washoe, Nevada; and 40
acres of vacant land in the Ventana Point Subdivision, in the City
of Reno, County of Washoe, Nevada, APN 081-160-28.

The Court also authorized that FRBP 4001(a)(3) is waived with
respect to the real property securing the loan originally extended
by SWB to the Debtor.

                 About Northgate Properties, Inc.

Reno, Nevada-based Northgate Properties, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50451) on
Feb. 14, 2011.  In its schedules, the Debtor disclosed $12,053,476
in assets and $5,811,393 in liabilities as of the petition date.
Northgate Properties is represented by Kevin A. Darby, Esq. of
Darby Law Practice, Ltd.


NYCOMED S.C.A.: Moody's Withdraws 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Nycomed S.C.A.
SICAR ("Nycomed") including the B2 Corporate Family Rating and B3
Probability of Default Rating.

Ratings withdrawn:

Nycomed S.C.A. SICAR

B2 Corporate Family Rating

B3 Probability of Default Rating

RATINGS RATIONALE

The rating withdrawal follows the recent closing of the
acquisition of most of Nycomed's operations by Takeda
Pharmaceutical Company Limited ("Takeda") and the extinguishment
of Nycomed's existing debt. For additional information, please
refer to Moody's Guidelines for the Withdrawal of Credit Ratings
on moodys.com.

The principal methodology used in rating Nycomed was the Global
Pharmaceutical Industry Methodology published in October 2009.

Nycomed S.C.A. SICAR ("Nycomed") is a Luxembourg-based holding
company privately-owned by a group of investors including Nordic
Capital, DLJ Merchant Banking and Avista capital Partners.


OLD SHORE: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Annie Johnson, staff reporter at Nashville Business Journal,
reports that Old Shore LLC sought voluntary Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Middle District of
Tennessee related to two unfinished housing developments in
Murfreesboro and Goodlettsville, Tenn.

According to the report, Old Shore LLC listed $6.3 million in
liabilities and $3.4 million in assets related to the proposed
Cedarbrook subdivision off Ocala Road in Murfreesboro.  A debtor
with the same Michigan address, Copper Creek LLC, lists $9.5
million in liabilities and nearly $4 million in assets tied to 36
acres of lots and 99 acres of undeveloped land at Copper Creek, a
subdivision in Goodlettsville.

The report says the primary unsecured creditors in both
bankruptcies are financial institutions that have first, second
and third priority liens on the property.  Greeneville-based
GreenBank is listed as the creditor for a total of $48.4 million
of liens on more than 351 acres of property in the both the
Cedarbrook and Copper Creek developments.

The report adds Gordon Follmer is managing member for both Old
Shore and Copper Creek LLC.

Based on Brighton, Michigan, Old Shore LLC filed for Chapter 11
protection (Bankr. M.D. Tenn. Case No. 11-10236) on Oct. 12, 2011.
Judge George C. Paine II presides over the case.  Elliott Warner
Jones, Esq., and Warner Jones, Esq., at Emerge Law PLC, represent
the Debtor.


ONE ACCORD: Case Dismissed Due to Lack of Likelihood to Reorganize
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia, in
an order dated Oct. 26, 2011, dismissed the Chapter 11 case of One
Accord Worship Center.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4, asked the Court
to dismiss or convert the Debtor's case to one under Chapter 7 of
the Bankruptcy Code.

According to the U.S. Trustee, the Debtor has been experiencing
continuing loss or diminution of the estate and there is absence
of a reasonable likelihood of reorganization.

The U.S. Trustee also noted that:

   -- the Debtor reported that it was seeking additional funding
   in order to pay off the balance due to Foundation Capital
   Resources, Inc., but the Debtor has been unable to provide the
   concrete evidence that the Debtor has secured such funding; and

   -- in relation to the advice that the Debtor is seeking to
   reacquire the property from Foundation Capital, there no
   evidence of a forthcoming financing.

Foundation Capital purchased the Debtor's property at a
foreclosure sale on or about April 15, 2011, for $5,400,000.

Moreover, the Debtor has not submitted a plan of reorganization.

                 About One Accord Worship Center

Virginia Beach, Virginia-based One Accord Worship Center filed for
Chapter 11 bankruptcy protection on August 5, 2010 (Bankr. E.D.
Va. Case No. 10-73674).  Joseph T. Liberatore, Esq., at Crowley,
Liberatore, & Ryan, P.C., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million as of the
Petition Date.


OPEN RANGE: Proposed Timeline Has Auction Scheduled for Today
-------------------------------------------------------------
Open Range Communications Inc., asked the U.S. Bankruptcy Court
for the District of Delaware for authorization to sell and all of
the assets in an auction led by totheHome.com, LLC.

According to the proposed stalking horse term sheet dated Oct. 27,
2011, the timeline for the sale is:

   Execution of the asset purchase agreement:       Nov. 1
   Bid procedures hearing:                          Nov. 2
   Submission deadline for qualified bids:          Nov. 11
   Auction:                                         Nov. 14
   Sale Hearing:                                    Nov. 15
   Entry of sale order:                             Nov. 17

The term sheet also includes:

   Purchase price:                 $2,000,000 in cash

   First right of Refusal:         The buyer will have the first
                                   right of refusal to purchase
                                   transition period assets in the
                                   nine months subsequent to
                                   transaction close at a price of
                                   10% of the historical
                                   undepreciated cost basis of the
                                   assets.

   Operation funding:              From Nov. 8 until the
                                   execution of the agreement,
                                   the buyer will pay the seller
                                   $350,000 maximum per week for
                                   the continued operation of the
                                   buyer's customer servicing
                                   operations.

In the event of any competing bids for the assets, resulting in
totheHome.com not being  the successful Buyer, it will receive a
breakup fee of 4% of the purchase price to be paid at the time of
the closing of the sale with such third party buyer.

Chris Edwards, chief financial officer of the Debtor, tells the
Court that the primary purpose of the Chapter 11 case is to
effectuate a section 363 sale of substantially all of the Debtor's
assets as a going concern or sales for select assets.

FTI Consulting, Inc., assisted the Debtor in marketing its assets.

                        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.

No request for, or appointment of, a trustee or examiner has been
made in the Chapter 11 case.


OPEN RANGE: House Panel Probes $267 Million USDA Loan
-----------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that a House
panel launched an investigation into the U.S. Department of
Agriculture's $267 million loan to Open Range Communications Inc.
on Wednesday, over a month after the company that aimed to provide
broadband Internet connections to rural communities filed for
bankruptcy.

Law360 relates that in a letter to the USDA's Rural Utilities
Service, which awarded the loan in January 2009, leaders of the
House Energy and Commerce Committee requested that RUS officials
appear before the panel.

                         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 TEXT: S&P Assigns Rating to $600-Mil. Term Loan
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating, and '1' recovery rating, to Waterloo, Ont.-based Open Text
Corp.'s (BB+/Stable/--) $600 million term loan and $100 million
revolving credit facility. The rating assignments follow the
company's Nov. 9, 2011, announcement that it has entered into an
amended and restated credit agreement. The agreement increases
total borrowing availability to $700 million from $465 million.
Proceeds from the term loan were used, in part, to fully repay
borrowings under the company's existing $390 million term loan
($284 million outstanding at Sept. 30, 2011) and $75 million
revolver ($49 million outstanding at Sept. 30, 2011, following a
drawdown to partially fund the Global 360 Holding Corp.
acquisition).

"Following the financing, pro forma fiscal 2011 debt-to-EBITDA
increases to about 2.4x from 1.4x at June 30, 2011, but remains
within our leverage expectation of between 2x-3x at the current
rating. Liquidity also remains adequate, as per our criteria," S&P
said.

"The ratings on Open Text reflect what we view as the company's
fair business risk profile and intermediate financial risk
profile," said Standard & Poor's credit analyst Madhav Hari. "The
ratings are constrained by what we view as the highly competitive
and rapidly evolving technology marketplace in which the company
operates," Mr. Hari added.

Ratings List
Open Text Corp.

Corporate credit rating  BB+/Stable/--

Rating Assigned
$600 million term loan                    BBB
Recovery rating                            1
$100 million revolving credit facility    BBB
Recovery rating                             1


OPTIONS MEDIA: Hakan Koyuncu Resigns as Director
------------------------------------------------
Hakan Koyuncu notified Options Media Group Holdings, Inc., of his
resignation as a director of the Company for personal reasons,
effective Nov. 1, 2011.

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company's balance sheet at June 30, 2011, showed $3.9 million
in total assets, $8.9 million in total liabilities, all current,
and a stockholders' deficit of $5.0 million.

As reported in the TCR on May 31, 2011, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about Options
Media Group Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has a net loss of $9.86 million, and net
cash used in operations of $2.02 million for the year ended
Dec. 31, 2010, and a working capital deficit and an accumulated
deficit of $524,157, and $22.74 million respectively at Dec. 31,
2010.  The independent auditors noted that the Company has also
discontinued certain operations.


OVERSEAS SHIPHOLDING: S&P Puts 'B' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit rating and all of its issue-level ratings on New
York City-based Overseas Shipholding Group Inc. (OSG) on
CreditWatch with negative implications.

"The CreditWatch placement on Overseas Shipholding Group reflects
our concerns over the deterioration in the company's financial
profile resulting from prolonged revenue and earnings erosion and
a significant debt burden," said Standard & Poor's credit analyst
Funmi Afonja. For the quarter ended Sept. 30, 2011, the company
reported a net loss of $71.1 million versus a loss of $31.8
million in the same period a year earlier.

In resolving the CreditWatch listing, Standard & Poor's will
assess OSG's revenue and earnings prospects and any potential
changes in financial policies that could affect the company's
financial profile.

"We would likely lower our ratings if we believe that the
company's financial profile will remain depressed because of weak
tanker rates or incremental debt to finance the balance of its
vessel newbuilds," Ms. Afonja said.

OSG is one of the world's leading liquid bulk shipping companies.
It primarily provides ocean transport of crude oil and petroleum
products internationally and for the domestic U.S. flag trade. As
of Sept. 30, 2011, the company operated a fleet of 112 vessels (66
owned, 46 chartered-in), totaling about 10.9 million deadweight
tons. The company will take delivery of four vessels through 2013,
bringing its total fleet at that time to 116 vessels.


PACIFIC MONARCH: May Use Resort Finance's Cash Collateral
---------------------------------------------------------
Judge Erithe A. Smith granted Pacific Monarch Resorts, Inc., and
its affiliated debtors interim authority to use cash collateral
securing their obligations to Resort Finance America LLC, which
has consented to the cash use.

The maximum amount of RFA?s Cash Collateral that the Debtors may
spend during the period from the petition date through the entry
of a final order regarding the use of the Cash Collateral, absent
further Court order or the written consent of RFA, is $6.27
million.

The Court will hold another hearing on the Debtors? request to
continue using RFA?s Cash Collateral at 10 a.m. on Dec. 15, 2011.
Objections are due 5:00 p.m. on Dec. 1, 2011.

To protect against any aggregate diminution in the value of RFA?s
liens in its collateral from and after the Petition Date resulting
from the Debtors? use of Cash Collateral, the Interim Cash
Collateral Order provides for (i) weekly payments to RFA of Cash
Collateral in the Debtors? possession in excess of $2 million;
(ii) a grant of replacement liens; and (iii) a superpriority claim
to the extent of any such decline.

The Interim Cash Collateral Order requires the Debtors to make an
indefeasible payment of roughly $45 million, without further Court
order, from the proceeds of any sale of the Debtors' assets.

The Debtors will spend Cash Collateral in accordance with a
budget.  Pursuant to the Budget, the amount for the Debtors?
professionals totals $150,000 during the first month, and $125,000
during the two months thereafter; the amount for any Committee
professionals totals $40,000 during the first month, and $20,000
during the two months thereafter.

Prepetition, the Debtors negotiated Asset Purchase Agreements
between the Debtors and DPM Acquisition LLC, and between the
Debtors and RFA PMR LoanCo, LLC, an affiliate of RFA, which
together will effect a sale of substantially all assets of the
Debtors.  The Debtors require the use of Cash Collateral to
continue operating as going concerns until the sales close.

The Debtors owe RFA $266.9 million under prepetition loans as of
the Petition Date.  RFA acquired rights to the loans from GMAC
Commercial Finance LLC.

The Debtors also has a second credit facility from Branch Banking
& Trust.  PMR?s subsidiary, which serves as borrowers under the
BB&T facility, currently owes BB&T $13 million and the debt is
secured by notes in the face amount of $26.7 million.

                      About Pacific Monarch

Pacific Monarch Resorts, Inc., and certain affiliated debtors
filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case
No. 11-24720) on Oct. 24, 2011.  The affiliated debtors are
Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV
Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora
MGVM S. de R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered cases
The Debtors' counsel are:

          Jeffrey C. Krause, Esq.
          Scott H. Yun, Esq.
          H. Alexander Fisch, Esq.
          Michael S. Neumeister, Esq.
          STUTMAN, TREISTER & GLATT PC
          1901 Avenue of the Stars, 12th Floor
          Los Angeles, CA 90067
          Telephone: (310) 228-5600
          Telecopy: (310) 228-5788
          E-mail: jkrause@stutman.com
                  syun@stutman.com
                  afisch@stutman.com
                  mneumeister@stutman.com



PACIFIC MONARCH: Schedules Filing Deadline Moved to Dec. 8
----------------------------------------------------------
Pacific Monarch Resorts, Inc., and its affiliated debtors won an
extension of their deadline to file schedules of assets and
liabilities and statements of financial affairs.  The new filing
date is Dec. 8, 2011.  The financial documents were originally due
14 days after the bankruptcy filing pursuant to federal bankruptcy
rules.

                      About Pacific Monarch

Pacific Monarch Resorts, Inc., and certain affiliated debtors
filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case
No. 11-24720) on Oct. 24, 2011.  The affiliated debtors are
Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV
Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora
MGVM S. de R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  The Debtors' counsel are Jeffrey C. Krause, Esq., Scott H.
Yun, Esq., H. Alexander Fisch, Esq., and Michael S. Neumeister,
Esq., at Stutman, Treister & Glatt PC.


PANTHEON INC: Moody's Lowers Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's downgraded the ratings of Patheon, Inc., including the
Corporate Family Rating and Probability of Default Rating to B3
from B2. The ratings on the company's ABL facility and Senior
Secured Notes were downgraded to B2 and B3, respectively. At the
same time, Moody's downgraded the Speculative Grade Liquidity
(SGL) Rating to SGL-3 from SGL-2 and changed the outlook to
negative from stable.

Ratings downgraded:

$75 million ABL facility due 2014, to B2 (LGD 3, 43%) from Ba3
(LGD3, 32%)

$280 million Senior Secured notes due 2017, to B3 (LGD 3, 46%)
from B1 (LGD3, 41%)

Corporate Family Rating, to B3 from B2

Probability of Default Rating, to B3 from B2

The rating outlook as changed to negative from stable.

RATINGS RATIONALE

The downgrade of the ratings reflects lower year-to-date on-going
operating EBITDA and cash flow (excluding non-recurring items)
than Moody's had expected. Further, cash flow and credit metrics
will further weaken in late FY2011 and FY2012 as Moody's believes
it will be difficult for Patheon to replace the revenue and EBITDA
from the terminated J&J contract with new business. In February
2011, Patheon and Johnson & Johnson terminated a manufacturing and
supply agreement after J&J received a Complete Response Letter
from the FDA for Ceftobiprole. Near-term profitability and cash
flow will also be weakened by investments (including consulting
fees) the company is making to implement its new corporate
strategy.

The negative outlook reflects Moody's concern about the difficult
current operating environment, particularly in Europe where the
company generates a significant portion of revenue and cash flow.
Further the negative outlook reflects the risk that the steps the
company is taking to strengthen its core operations are not
sufficient to result in sustained positive free cash flow.

The downgrade of the SGL rating to SGL-3 (adequate liquidity)
reflects greater cash use in operations and lower resulting cash
balances than Moody's had anticipated. Further, as discussed
above, Moody's believes operating challenges in the near-term will
result in continued cash use for at least the next several
quarters. Moody's assessment of adequate liquidity is supported by
Patheon's July 31, 2011 cash balance of $40 million, available
external liquidity (including an undrawn ABL and European lines of
credit) as well as the lack of on-going maintenance covenants.

The B3 Corporate Family Rating reflects Patheon's low returns on
invested capital and sustained negative cash flow, as well as
broader challenges in the contract manufacturing industry,
including overcapacity. Further, the significant fixed costs of
the business lead to high operating leverage and margins that are
extremely sensitive to revenue and product mix. This
characteristic, as well as the risk of project cancellations
inherent in the contract manufacturing industry, lend a measure of
volatility to both revenues and profitability. However, the
ratings are supported by Moody's expectation that Patheon will
maintain adequate liquidity over the next 12 months. Other
supporting factors include the company's leading market position
in the pharmaceutical contract manufacturing arena and Moody's
expectation that demand from pharmaceutical companies for contract
manufacturing services will be sound over the long-term.

Moody's could downgrade the ratings if the company cannot reduce
its rate of cash usage for operations in the near-term. Further,
if Moody's believes interest coverage (as defined as EBITDA less
capital expenditures to interest expense) will be sustained below
1.0 times, Moody's could downgrade the ratings. The outlook could
be stabilized if Moody's expects sustained break-even type free
cash flow and the maintenance of adequate liquidity. Moody's could
upgrade the ratings if company is able to improve profitability,
reduce earnings volatility and sustain debt to EBITDA that is
below 4.0 times and interest coverage that is above 1.5 times.

The principal methodology used in rating Patheon Inc. was the
Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Patheon Inc., headquartered in Mississauga, Ontario, Canada is a
leading provider of commercial manufacturing and pharmaceutical
development services ("PDS") of branded and generic prescription
drugs to the international pharmaceutical industry. Patheon's
stock is publicly traded on the Toronto Stock Exchange, and the
company recently began filing with the SEC. JLL Partners, a
private equity firm, owns approximately 56% of the company's
restricted voting shares. For the twelve month period ended July
31, 2011 Patheon reported revenues of $696 million.


PENSON WORLDWIDE: S&P Lowers Counterparty Credit Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Penson Worldwide Inc. to 'B+' from 'BB-'. The outlook on
the rating is negative. "At the same time, we lowered our rating
on the company's $200 million senior secured second-lien loan to
'B' from 'B+'," S&P said.

"The downgrade reflects our opinion that Penson's larger-than-
expected loss in the third quarter is a sign of weak economic
prospects. Low interest rates and trade volumes will, in our view,
make it difficult for the company to generate enough revenues to
cover its expenses," said Standard & Poor's credit analyst
Vikas Jhaveri. "As a result, Penson likely will be unable to
internally generate capital through at least 2012. Furthermore,
although Penson has taken actions to reduce costs, we believe it
will take at least several quarters before the company will
produce positive operating income."

Penson reported a loss from continuing operations of $10.6 million
for the quarter ended Sept. 30, 2011, largely because of low
volumes and low interest rates during the quarter. Although August
was a relatively strong month for market volumes, July and
September were seasonally slow. "We expect that as long as short-
term interest rates remain low, the company's revenues will be
largely dependent on trading volumes," S&P said.

The company made efforts in the third quarter to streamline its
operations to reduce costs. "However, we believe the company will
break even, at best, in 2012. In response to the tough economic
conditions, Penson announced plans to sell both its U.K. and
Australian businesses. This will reduce expenses, but, in our
opinion, it will also weaken the company's market position and
geographic diversity. In addition, the company combined its U.S.
broker-dealer and Futures Commissions Merchant operations, which
lowered financing costs and freed up additional regulatory
capital. The company also announced plans to further outsource
technology processes and reduce its workforce," S&P related.

"The negative outlook reflects our expectation that macroeconomic
factors will continue to limit the company's ability to generate
positive operating earnings and internally generate capital. We
could lower the ratings if the company's strategic plans don't
lower expenses in line with management's guidance, or if the
company's cash burn rate exceeds our expectations, resulting in
deteriorating liquidity," S&P said.


PERSPECTIVA GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Perspectiva Group, Inc.
        211 N. Florence, Suite 204
        El Paso, TX 79901

Bankruptcy Case No.: 11-32205

Chapter 11 Petition Date: November 9, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Sidney J. Diamond, Esq.
                  DIAMOND LAW
                  3800 N. Mesa B-3
                  El Paso, TX 79902
                  Tel: (915) 532-3327
                  Fax: (915) 532-3355
                  E-mail: usbc@sidneydiamond.com

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

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/txwb11-32205.pdf

The petition was signed by Eugenio Mesta, president.


PHILADELPHIA SCHOOL: Moody's Assigns 'Ba1' Underlying Rating
------------------------------------------------------------
Moody's has assigned enhanced Aa2 Rating with a negative outlook
and a Ba1 underlying rating with a Stable Outlook to Philadelphia
School District's (Pa) $221 Million General Obligation Bonds.

Issue: General Obligation Bonds, Series A of 2011 (Qualified
School Construction Bonds - Federally Taxable - Direct Subsidy);
Underlying Rating: Ba1; Enhanced Rating: Aa2; Sale Amount:
$146,310,000; Expected Sale Date: 11/15/2011; Rating Description:
General Obligation

Issue: General Obligation Bonds, Series B of 2011 (Tax-Exempt);
Underlying Rating: Ba1; Enhanced Rating: Aa2; Sale Amount:
$17,170,000; Expected Sale Date: 11/15/2011; Rating Description:
General Obligation

Issue: General Obligation Refunding Bonds, Series C of 2011 (Tax-
Exempt); Underlying Rating: Ba1; Enhanced Rating: Aa2; Sale
Amount: $41,150,000; Expected Sale Date: 11/15/2011; Rating
Description: General Obligation

Issue: General Obligation Refunding Bonds, Series D of 2011 (Tax-
Exempt); Underlying Rating: Ba1; Enhanced Rating: Aa2; Sale
Amount: $15,435,000; Expected Sale Date: 11/15/2011; Rating
Description: General Obligation

OPINION

Moody's Investors Service has assigned an enhanced Aa2 rating with
a negative outlook and an underlying rating of Ba1 and stable
outlook to the Philadelphia School District's (PA) $146.3 million
General Obligation Bonds, Series A of 2011, $17.12 million General
Obligation Bonds, Series B of 2011, $41.2 million General
Obligation Refunding Bonds, Series C of 2011, and $15.4 million
General Obligation Refunding Bonds, Series D of 2011.
Concurrently, Moody's has affirmed the Ba1 rating on $2 billion in
parity debt issued directly by the school district and $884
million issued through the State School Public Building Authority.
All series are secured by the full faith and credit of the school
district within the limits prescribed by law. Proceeds of the
Series A and B bonds will be used to finance the school district's
ongoing capital plan. Proceeds from Series C and D will be used to
refund short-term notes issued earlier this year in order refund a
portion of the district's fiscal 2012 debt service payments. The
short-term notes were issued to free up sinking fund payments that
had already been set aside for fiscal 2012 debt service before the
debt service date. The refunding had a net cost of approximately
$550,000, or 1% of refunded principal.

SUMMARY RATING RATIONALE

The Ba1 rating reflects a significant budget gap in fiscal 2012
and the significant ongoing challenge for management to maintain
balanced operations amid weak revenues, increasing expenditures
related to charter school growth, and the depletion of reserves.
The district continues to face numerous additional management and
financial challenges, including sluggish tax base growth,
considerable limitations on its ability to raise revenues, and
substantial capital needs. The district also issued deficit
funding bonds early in the 2000s, and has depended on modest
borrowing to finance operating costs occasionally since that time.
The district has an above average debt burden and moderate
exposure to variable rate debt and interest rate swaps.

The assignment of the enhanced Aa2/negative outlook on the current
issue is based on the security provided by the commonwealth's
school district intercept program. The rating and negative outlook
reflect Moody's current assessments of the Pennsylvania School
District Fiscal Agent Agreement Intercept Program, which provides
for the intercept of state aid due in the current fiscal year in
the event of a threatened payment failure by the district, and
reflects the credit profile of the Commonwealth itself, whose
general obligation bonds are rated Aa1/negative.

STRENGTHS

- Intercept of state aid sufficient to make debt service on direct
  debt and obligations issued through the State Public School
  Building Authority (SPSBA)

- Daily sinking fund payments of property tax and state aid
  revenue provide additional bondholder security

CHALLENGES

- Significant gap in revenues in fiscal 2012 projected to deplete
  reserves

- Revenue-raising ability constrained by city's control of tax
  increases

- Narrow reserve levels

- Above average debt burden

- Below average socioeconomic profile

OUTLOOK

The underlying outlook on the general obligation rating is stable
on an unenhanced basis (excluding the support provided by the
state aid intercept). The district continues to face significant
financial challenges in fiscal 2012, although management continues
to address the significant loss of revenue through various
strategies. Further deterioration in financial operations,
however, could lead to a weakening of credit quality.

WHAT COULD MAKE THE UNDERLYING RATING GO UP

- Multi-year trend of surplus operating budgets resulting in
  satisfactory General Fund reserve levels

WHAT COULD MAKE THE UNDERLYING RATING GO DOWN

- Operating deficits in fiscal 2012 and beyond

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


POINT BLANK: Agrees to Pay $1 Million to Gov't Over Defective Vest
------------------------------------------------------------------
Kevin Gale, editor in chief at South Florida Business Journal,
reports that the U.S. Department of Justice announced on Nov. 8,
2011, that Point Blank Solutions has agreed to pay $1 million to
the federal government for knowingly manufacturing and selling
defective Zylon bulletproof vests.

According to the report, the assets of Point Blank were sold for
$36.6 million on Oct. 28, 2011, to Boca Raton-based investment
company Sun Capital Partners.  The purchase price was not stated.

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as
co-counsel.


POINT FURNITURE: Files for Chapter 11; Conducts GOB Sales
---------------------------------------------------------
Annie Johnson, staff reporter at Nashville Business Journal,
reports that Price Point Furniture filed on Nov. 9, 2011, for
voluntary Chapter 11 bankruptcy protection and is promoting a
massive "going out of business" sale at each of its three
furniture store locations in Murfreesboro, Madison and Columbia,
Tenn.

According to the report, Price Point listed between $500,000 and
$1 million in debts and between $50,000 and $100,000 in assets.
Price Point's largest unsecured creditors include $106,000 for
unpaid rent in Madison, Tennessee, $170,000 to Ashley Furniture
and $96,000 to American Furniture Manufacturing in Mississippi.

Madison-based Price Point Furniture --
http://www.pricepointfurniture.com/-- offers a huge selection of
classic, traditional and contemporary branded furniture.


PONCE DE LEON: Can Access PRLP Cash Collateral Until December 31
----------------------------------------------------------------
Debtor Ponce De Leon 1043, Inc., and PRLP 2001 Holdings, LLC, have
filed a stipulation that entitles the Debtor to use PRLP's cash
collateral on a consensual basis, through and including Dec. 31,
2011.

The Debtor recognizes and affirms that the the amount currently
outstanding, due and payable to PRLP is $14,496,907.24, secured by
the Debtor's Metro Plaza Tower housing project.

Pursuant to the agreement, the Debtor will be authorized to use
cash collateral solely to satisfy the permitted expenditures in a
budget for the months of October, November and December 2011.

The Debtor and PRLP have agreed that upon the consummation of each
sale of the three (3) Units identified in the budget, not less
than 65% of the proceeds of the sale will be paid to PRLP at
closing.  The remaining 35% of the proceeds will be paid to the
Debtor to cover not more than the expenses described in the
budget.  The parties have further agreed that upon consummation of
the sale of any additional unit sold over the 3 Units listed in
the budget for the period, not less than 87% of the sale proceeds
will be paid to PRLP at closing.

As adequate protection, the Debtor grants to PRLP a replacement
lien and a post-petition security interest on all of the assets
and collateral acquired by the Debtor from the Petition Date
through the Stipulation Date.

The Debtor will submit to PRLP weekly reports as to the amount of
cash collateral collected and used to satisfy Permitted
Expenditures, and the Debtor's reorganization efforts (e.g.
solicitation bids, offers, discussions with potential acquirers,
etc.).

As additional adequate protection, the Debtor grants that upon the
consummation of any sale of substantially all of the Debtor's
assets encumbered in favor of PRLP, and in any event if not
earlier paid, upon the effective date of any plan confirmed in the
Bankruptcy Case, the proceeds of the sale or funding under the
plan will be paid immediately and indefeasibly to PRLP for its
benefit in an amount equivalent to the total of the loans, plus
any post-petition interest and charges.

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and
retail space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available
for lease.  The common areas of the project include a swimming
pool, a gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between $10 million and $50 million.

Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.

Counsel for PRLP de Puerto Rico, may be reached at:

         Luis C. Marini, Esq.
         Ubaldo M. Fernandez, Esq.
         O'NEILL & BORGES
         American International Plaza
         250 Munoz Rivera Avenue, Suite 800
         San Juan, PR 00918-1813
         Tel: (787) 764-8181
         Fax: (787) 753-8944
         E-mail: Luis.Marini@oneillborges.com
                 Ubaldo.Fernandez@oneillborges.com


RENO REDEVELOPMENT: S&P Cuts SPUR on Tax Increment Bonds to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating (SPUR) to 'CC' from 'BB' on Reno
Redevelopment Agency, Nev.'s senior-lien 2007A (taxable) and
2007B tax increment bonds. Standard & Poor's also lowered its SPUR
to 'CC' from 'BB+' on the agency's series 1998F superior-lien tax
increment bonds. The outlook is developing.

"The rating actions reflect our view of declines in the agency's
assessed value, which have caused annual debt service coverage to
fall below 1x in fiscal 2012," said Standard & Poor's credit
analyst Bryan Moore. "The downgrade further reflects the shortfall
in pledged revenue, and the receiving of new information regarding
the amount and use of the agency's debt service reserve to cover a
September 2011 debt service payment."

"The outlook is developing due to our view of uncertainty related
to the attorney general's recent opinion on the methodology for
the calculation of taxes due to a redevelopment agency," S&P said.


RESIDENTIAL CAPITAL: S&P Cuts Counterparty Credit Rating to CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Residential Capital LLC (ResCap) to
'CCC' from 'B+'. "At the same time, we placed the rating on
CreditWatch with negative implications. In addition, we lowered
our rating on ResCap's junior subordinated and senior unsecured
debt to 'CC' from 'B-'," S&P said.

Ally Financial, Residential Capital's ultimate parent company,
recently strengthened its warnings about subsidiary ResCap's
financial strength and announced that it plans to scale back part
of the consolidated company's mortgage origination platform
following a large third-quarter loss. "As a result, our confidence
that Ally will continue to support ResCap, a residential mortgage
originator and servicer, with debt financing or additional equity
has declined substantially," said Standard & Poor's credit analyst
Brendan Browne.

"Until now, our ratings on ResCap have incorporated not only
Ally's ongoing liquidity support for the unit, but also the
potential for further extraordinary equity support. We now believe
that the probability Ally would provide further material debt or
equity to ResCap is low. Ally reiterated in its most recent public
filings that ResCap's ability to continue as a going concern is in
question, and its management has made clear that it intends to
protect investors in Ally above all else. The parent also pointed
out that ResCap operates as a separate legal entity and that there
are limits to it receiving support," S&P related.

ResCap reported a significant loss in the third quarter because of
a large charge on its mortgage servicing rights, net of a hedge.
The loss reduced its tangible equity to $331 million, closer to a
$250 million covenant the company has on some of its debt. In
addition, Ally announced that it would scale back originations in
its correspondent mortgage channel, which has accounted for
the majority of its originations, because of weakened
profitability in the channel. "We believe that the change could
diminish ResCap's business and earnings to some degree, weakening
its ability to absorb the costs of its ongoing legal liabilities,"
S&P said.

ResCap was a large originator and seller of mortgages during the
housing bubble and has remained one of the top originators and
servicers in the country. It has faced enormous scrutiny over its
servicing practices and past originations. Most notably, state
attorneys general have been attempting to reach a settlement with
the company and other large servicers following allegations over
poor foreclosure practices. Also, some private investors and
monoline insurance companies are trying to force ResCap to
repurchase a portion of the troubled mortgages that it originated
and sold mainly from 2004-2007.

This rating action does not affect the ratings on Ally Financial.
"We believe that Ally's financial condition would strengthen if it
could separate itself from ResCap's troubles. However, at this
point, it's unclear whether Ally could do so from a legal
standpoint. In addition, despite the future benefits, a ResCap
bankruptcy would likely cost Ally its equity in the unit and
perhaps a portion of the debt it has invested," S&P stated.

"The CreditWatch negative reflects our view of the heightened
possibility that Ally management may significantly reduce or even
eliminate future financial support to ResCap. If this were to
occur, we would lower our ratings on ResCap by one or more
notches," said Mr. Browne. "If we believe that management will
continue to provide sufficient liquidity and capital support to
ResCap, we may affirm the ratings and remove them from CreditWatch
negative."


RLD INC: Sec. 341 Creditors' Meeting Set for Dec. 2
---------------------------------------------------
The U.S. Trustee for the Northern District of California will hold
a meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of RLD, Inc., on Dec. 2, 2011, at 3:30 p.m. at the
Santa Rosa U.S. Trustee Office.

Proofs of claim are due in the case by March 1, 2012.

RLD, Inc., based in Santa Rosa, California, filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-14071) on Nov. 7, 2011.
Judge Alan Jaroslovsky presides over the case.  The Law Offices of
Steven M. Olson -- smo@smolsonlaw.com -- serves as the Debtor's
counsel.  The Debtor estimated $10 million to $50 million in
assets and debts.


ROLLING ACRES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Rolling Acres Retirement Center, Inc.
        P.O. Box 128
        Raleigh, MS 39153

Bankruptcy Case No.: 11-03872

Chapter 11 Petition Date: November 7, 2011

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: J. Walter Newman, IV, Esq.
                  NEWMAN & NEWMAN
                  248 East Capitol Street, Suite 539
                  Jackson, MS 39201
                  Tel: (601) 948-0586
                  Fax: (601) 948-0588
                  E-mail: wnewman95@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 Cynthia B. Culliver,
president/director.


SAND SPRING: Court Approves Employment of Epiq as Claims Agent
--------------------------------------------------------------
Sand Spring Capital III, LLC, and its debtor-affiliates won the
Court's permission to employ Epiq Bankruptcy Solutions LLC as
their notice, claims and solicitation agent.

Sand Spring said the Debtors have more than 200 creditors,
investors and other parties in interest.  While the office of the
Clerk of the United States Bankruptcy Court for the District of
Delaware ordinarily would serve notices on the Debtors? creditors
and other parties in interest and administer claims against the
Debtors, Sand Spring said this duty is delegated to a Court-
approved claims and noticing agent in cases with large numbers of
creditors and other parties in interest.  Sand Spring said Epiq's
retention is the most effective and efficient manner of noticing
creditors, investors and other parties in interest of the filing
of the Chapter 11 Cases and other developments in the Chapter 11
Cases.

Epiq has nonetheless conducted a conflicts analysis and, to the
best of its knowledge, Epiq neither holds nor represents an
interest materially adverse to the Debtors? estates nor has a
connection to the Debtors, their creditors or their related
parties with respect to any matter for which Epiq will be
employed.

                   About Sand Spring Capital and
                     CA Core Fixed Income Fund


Baton Rouge, Louisiana-based Sand Spring Capital III LLC, CA Core
Fixed Income Fund and their various affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13393) on Oct. 25,
2011.

Hobart G. Truesdell, a principal of Walker, Truesdell, Roth &
Associates, serves as agent for Sand Spring Capital III LLC, CA
Core Fixed Income Fund LLC, CA High Yield Fund LLC, CA Strategic
Equity Fund LLC and Sand Spring Capital III Master Fund, LLC --
collectively, the "Onshore Debtors."  Mr. Truesdell, in his
personal capacity, serves as a director of CA Core Fixed Income
Offshore Fund Ltd., CA High Yield Offshore Fund Ltd., CA Strategic
Equity Offshore Fund Ltd., and Sand Spring Capital III Ltd. --
collectively, the "Offshore Debtors."  WTR and Truesdell have held
these positions since January 2011.  In his capacity as an
Independent Fiduciary, Mr. Truesdell is one of the persons
responsible for overseeing the Debtors? financial, operational and
legal affairs.

The Debtors are investment vehicles that hold securities and other
assets for investment purposes for the benefit of their membership
interest holders in the case of the Onshore Debtors, and their
shareholders in the case of the Offshore Debtors.  For each
Onshore Debtor (other than SSC3MF) there is a corresponding
Offshore Debtor, and each pair of Onshore and Offshore Debtors
were established to pursue substantially identical investment
strategies.  The Onshore-Offshore differentiation was necessary to
allow non-U.S. based and tax exempt investors the opportunity to
participate in the Debtors? investment strategies and still remain
in compliance with certain requirements under the U.S. securities
and tax laws regarding investments by non-U.S. based and tax
exempt investors.

Since the Debtors? formation, their investment strategies and
operations have been managed by Commonwealth Advisors, which is
not a debtor in these Chapter 11 Cases.  Commonwealth was
established in 1991 and is an investment manager and adviser based
in Baton Rouge, Louisiana. Commonwealth is headed by Walter
Morales, its President, Chief Investment Manager and Portfolio
Manager, and is staffed by a team of investment professionals.

Judge Brendan Linehan Shannon presides over the jointly
administered cases.  Kenneth J. Enos, Esq., and Michael R. Nestor,
Esq. -- bankfilings@ycst.com -- at Young Conaway Stargatt &
Taylor, serve as the Debtors' counsel.


SHASTA LAKE: Court Approves Andrew D. Smith as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized Shasta Lake Resorts LP to employ Andrew D. Smith as
special counsel.

Mr. Smith will file -- and represent the Debtor in -- an action to
collect $11,000 from a boat buyer for sales tax recently paid by
Debtor at the State's demand.  Papers filed in the bankruptcy
court say the firm's compensation will be at the "loadstar rate"
applicable at the time that services are rendered.  No hourly
rate, fee arrangement, retainer arrangement, or fee contract
referred to in application papers is approved.  However, pursuant
to the agreement of Andrew D. Smith, compensation for all services
rendered related to the Collection Action will not exceed the
total amount of $2,500.

                        About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of about 65 houseboats
primarily out of its Jones Valley Resort on Shasta Lake and its
New Melones Lake Marina.  SLR offers a full service dock at both
Jones Valley Resort and New Melones Lake Marina, with overnight
and year round moorage and small boat and accessory rentals.  SLR
also operates floating stores, which sell everything its customers
may want to complete their houseboating experience, including
grocery items, bait and tackle, water sports and marine items,
unique gifts and apparel.  SLR offers slip rentals at Sugarloaf
Resort on Shasta Lake.

SLR filed a Chapter 11 bankruptcy petition (Bankr. E.D. Calif.
Case No. 11-37221) on July 13, 2011.  Judge Christopher M. Klein
is assigned to the case.  Jamie P. Dreher, Esq., at Downey Brand
LLP, in Sacramento, California, represents SLR.  The Debtor
estimated assets of $10 million to $50 million, and debts of
$1 million to $10 million.


SHAW GROUP: Moody's Affirms 'Ba1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed The Shaw Group Inc.'s Ba1
corporate family rating (CFR) and Ba1 senior unsecured rating but
changed the ratings outlook to stable from positive as recent
contract execution challenges have lessened Moody's confidence
that the company's earnings over the next 12 to 18 months will
support a ratings upgrade. In addition, Moody's assigned Shaw an
SGL-2 speculative grade liquidity rating, indicating good
liquidity, driven by the company's significant cash balances.
Finally, Moody's lowered Shaw's probably of default rating (PDR)
to Ba2 from Ba1 as the planned exercise of its put option in
Westinghouse to Toshiba will effectively leave its (unfunded) bank
credit facility as the sole debt instrument in the company's
capital structure. A PDR of one notch below the CFR is consistent
with the treatment of such capital structures pursuant to Moody's
loss-given-default methodology.

RATINGS RATIONALE

Shaw's Ba1 corporate family rating is heavily influenced by the
significant project execution risks associated with its fixed-
price construction contracts coupled with the company's thin
operating margin and meaningful cyclical exposure. These risks are
mitigated by Shaw's solid balance sheet (adjusted debt primarily
consists of capitalized operating leases), significant order
backlog (3.4x trailing 12 month revenues) and its strong market
position as a leading contractor to an assortment of end markets.
These end markets include a mix of relatively stable government-
funded environmental projects and utility power markets where Shaw
maintains diverse construction and service capabilities. As well,
Shaw is well positioned to benefit from an expected upswing in new
nuclear project activity and regulatory-driven environmental
spending by North American power utilities over the next few
years. While Shaw's business risks will rise along with the
increase in new nuclear plant activity in Moody's opinion, these
risks are tempered by the expected divestiture of its Energy and
Chemicals segment and exercise of the Westinghouse put, which will
eliminate about $1.7 billion of non-recourse debt on Shaw's
balance sheet.

Moody's expects Shaw's key credit metrics will remain weak for its
rating category through much of the rating horizon due to the
significant contract charges and profit reversal that Shaw
recorded in fiscal 2011, which reduced its adjusted EBITA margin
to slightly below 0% from an average of almost 6% in the prior
three years. As Moody's does not expect these charges to be
repeated in fiscal 2012, Shaw's operating performance should
improve materially through the rating horizon. The stable outlook
incorporates Moody's expectation that Shaw's adjusted Debt/ EBITDA
should reduce into the mid 2x's range over the next 12 to 18
months.

For Shaw's rating to move higher, Moody's would need to expect
that Shaw would sustain generally favorable project performance
such that its adjusted Debt/ EBITDA would remain below 2.5x and
its adjusted FFO/ Debt would remain above 40%. Downward rating
action could result if Shaw's project execution were to become
generally problematic or if the company pursued a large
acquisition or share repurchases that resulted in its adjusted
Debt/EBITDA sustained above 3.5x or its adjusted FFO/ Debt
sustained below 25%.

The principal methodology used in rating Shaw Group was the Global
Construction Industry Methodology published in November 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.


SHENGKAI INNOVATIONS: Gets NASDAQ Notice on Minimum Bid Rule
------------------------------------------------------------
Shengkai Innovations, Inc. received a notice from NASDAQ's Listing
Qualifications Department indicating that for the last 30
consecutive business days the bid price for the Company's common
stock had closed below the minimum $1.00 per share required for
continued listing on The NASDAQ Global Market under NASDAQ Listing
Rule 5450(a)(1).  The notification letter states that the Company
will have 180 calendar days, or until May 8, 2012, to regain
compliance with the minimum bid price requirement.  In order to
regain compliance, shares of the Company's common stock must
maintain a minimum closing bid price of $1.00 per share for a
minimum of ten consecutive business days.  The notification letter
has no effect at this time on the listing of the Company's common
stock on The NASDAQ Global Market.  Shengkai's common stock will
continue to trade on The NASDAQ Global Market under the symbol
"VALV".

If the Company does not regain compliance by May 8, 2012, the
Company may be eligible for an additional grace period if it
applies to transfer the listing of its common stock to The NASDAQ
Capital Market.  To qualify, the Company would be required to meet
the continued listing requirements for market value of publicly
held shares and all other initial listing standards for The NASDAQ
Capital Market, with the exception of the minimum bid price
requirement, and provide written notice of its intention to cure
the minimum bid price deficiency during the second compliance
period by effecting a reverse stock split if necessary.  If the
NASDAQ staff determines that the Company will not be able to cure
the deficiency, or if the Company is otherwise not eligible for
such additional compliance period, NASDAQ will provide notice that
the Company's common stock will be subject to delisting. At that
time, the Company may appeal the delisting determination to a
Hearings Panel.

"We intend to actively monitor the bid price for our common stock
and consider all available options to regain compliance with the
NASDAQ minimum bid price requirement," noted Mr. Chen Wang,
Chairman and Chief Executive Officer of Shengkai.

                   About Shengkai Innovations

Shengkai Innovations, Inc. is primarily engaged in the design,
manufacture and sale of ceramic valves, high-tech ceramic
materials and the provision of technical consultation and related
services.  The Company's industrial valve products are used by
companies in the electric power, petrochemical and chemical,
metallurgy and other industries as high-performance, more durable
alternatives to traditional metal valves. The Company was founded
in 1994 and is headquartered in Tianjin, the PRC.


SOFTLAYER TECH: Moody's Raises PDR to 'B1'; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has raised SoftLayer's probability of
default rating (PDR) to B1 from B2, in accordance with Moody's
Loss Given Default Methodology. Given the higher proportion of
operating lease obligations in SoftLayer's capital structure
following the company's recent expansion, Moody's has lowered the
recovery rate assumption from 65% to 50%, and the PDR is now in
line with the CFR rating of B1. Moody's affirmed the Company's B1
Corporate Family Rating ("CFR") and the B1 Rating on the Company's
Senior Secured Credit Facility. The outlook is stable.

Moody's has taken these rating actions:

SoftLayer Technologies, Inc.

Upgrade: Probability of Default Rating to B1 from B2

Moody's Investor's Service maintains the following ratings on
SoftLayer Technologies, Inc.:

Senior Secured Bank Credit Facility Rating of B1 -- LGD3-42%

RATINGS RATIONALE

SoftLayer's B1 rating largetly reflects the Company's recent
expansion following the acquisition of thePlanet in November 2010,
and strong margins. While SoftLayer has ample operating cash
flows, much of the Company's cash flows are used for capital
expenditures and data center space. SoftLayer's Moody's adjusted
Debt/EBITDA was 3.6x for twelve months ending 6/30/2011, given
additional operating leases and the resulting adjustments to debt.
Given the high capital intensity of the business, Moody's expects
the Company to operate at around 3.0x leverage. Moody's recognizes
that the Company can exceed leverage targets over short periods as
Moody's expects the Company to primarily use debt to fund ongoing
growth. However, Moody's expects revenue commensurate with EBITDA
growth should allow them to delever below 3.0x over the next year.
The ratings are also supported by SoftLayer's strong and
consistent growth from providing hosing and managed services to
Internet-centric SMBs since its inception. The company's high
EBITDA margins can translate into positive free cash flow once the
company emerges from its growth phase.

Moody's remains concerned about the longer term sustainability of
that cash flow stream (as the potential commoditization of the
various data center services may lead to price competitions),
challenges associated with solidifying a defensible competitive
position in the fragmented hosting segment of the data center
services industry, and the Company's modest scale and short
operating history. In Moody's view, as competition evolves,
SoftLay'ers lack of customer constracts, currently an anomaly in
the data center services industry, also constrains the rating. In
addition, ratings are constrained by the continuing challenges for
management to fully integrate the relatively underperforming
operations of thePlanet.com.

Liquidity is adequate, as the company has $17 million in cash as
of the end of 6/30/2011, $27 million available unused capacitgy on
its capital lease program, and full access to a $40 million senior
secured revolver, which was increased from $20 million following
thePlanet merger in November 2010. The revolver can help backstop
potential free cash flow deficits as the Company expands its plans
to add server capacity in new data centers. However, as the
company continues aggressive expansion, SoftLayer may need to seek
more funding or slow down growth given increasing capital
expenditure needs.

Rating Outlook

The stable outlook reflects Moody's expectation that SoftLayer
will continue to capitalize on strong demand for server capacity
by Internet - centric SMB's over the medium-term and that the
company will manage its growth within available liquidity.

What Could Change the Rating - Up

An upgrade is not likely over the near term as the company's small
size constrains the rating, particularly as it navigates the still
early phases of its lifecycle and works on integrating
ThePlanet.com. However, once the above concerns are better
mitigated, upward rating momentum could develop if SoftLayer
successfully ramps up server utilization in its newly leased
facilities, such that adjusted Debt/EBITDA leverage trends below
2.0x on a sustainable basis and the company generates consistent
positive free cash flow in excess of 10% of adjusted debt.

What Could Change the Rating -- Down

Negative rating pressure could ensue if the company's liquidity
becomes strained or leverage increases either due to the company's
inability to integrate ThePlanet.com or as it adds new servers
during its expansion, or thereafter, as the company must continue
to replace existing capacity, and if adjusted leverage rises above
3.0x on a sustained basis.

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


SPRINT NEXTEL: Moody's Lifts Sprint's Liquidity Rating to SGL-2
---------------------------------------------------------------
Moody's Investors Service raised Sprint Nextel Corporation's
Speculative Grade Liquidity (SGL) Rating to SGL-2, from SGL-3, due
to its recent issuance of $3 billion 9% Junior Guaranteed
Unsecured Notes due 2018 and $1 billion 11.5% Senior Unsecured
Notes due 2021. Moody's expects the issuance to be used for
general corporate purposes, the repayment of existing debt,
network expansion and modernization, and the potential funding of
Clearwire. Sprint's ratings remain under review for downgrade.

RATINGS RATIONALE

"The SGL rating has been raised to SGL-2 from SGL-3 due to an
increase in cash from the $4 billion in recent notes offerings, an
amount that comfortably exceeded Moody's expectations," said
Moody's Senior Vice President, Dennis Saputo. Sprint also recently
amended its credit facility which resulted in an increase of $150
million in commitment, to $2.24 billion, and a modification to the
definition of EBITDA to permit Sprint to add back in its
calculation of EBITDA certain equipment net subsidy costs. Both
are positive liquidity developments. "That said, liquidity will
steadily erode as the company faces significant future debt
maturities and as it quickly ramps up capital spending to catch up
with its competitors who have raced ahead with their 4G
deployment," stated Saputo.

Moody's has taken this rating action:

   Issuer: Sprint Nextel Corp.

   -- Speculative Grade Liquidity Rating -- SGL-2, from SGL-3
      prior

The principal methodology used in rating Sprint Nextel Corporation
was the Global Telecommunications Industry Methodology, published
December 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009 (and/or the Government-Related Issuers
methodology, published July 2010.

Moody's most recent rating announcement for Sprint was on November
4, 2011. At that time, Moody's downgraded Sprint Nextel Corp's and
Sprint Capital Corp's senior unsecured ratings to B3 from B2 and
assigned a Ba3 rating to Sprint's proposed offering of Junior
Guaranteed Unsecured Notes and a B3 rating to Sprint's proposed
offering of Senior Unsecured Notes.


SSI GROUP: To Sell Souper Salad Assets for $1.6 Million
-------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that SSI Group
Holding Corp., the owner of Grandy's and Souper Salad restaurants,
spelled out the potential sale of its Souper Salad assets to a
stalking horse bidder for at least $1.6 million in a court filing
Tuesday in Delaware.

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.


STATE AUTO: S&P Lowers Counterparty Credit Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on the operating insurance
companies of State Auto Group to 'BBB+' from 'A-'. "At the same
time, we lowered our counterparty credit rating on State Auto
Financial Corp. (NASDAQ:STFC) to 'BB+' from 'BBB-'," S&P said.

"The downgrade reflects primarily the substantial decline in
capital adequacy from historical levels, mostly because of poor
earnings from 2008 to 2010 and a considerable operating loss for
the first nine months of 2011, coupled with the establishment of a
valuation allowance against a substantial amount of net deferred
tax assets," said Standard & Poor's credit analyst Pablo Feldman.
"On a pro forma basis as of Sept. 30 2011, we expect financial
leverage to increase to about 30% at year-end 2011 from 24% at the
end of 2010, taking into account the company's decision to
discontinue most retiree medical coverage. The reduced level of
capital has also resulted in debt leverage modestly exceeding our
tolerance level for debt funded double leverage, limiting the
credit given in our capital analysis for insurance company
statutory capital funded through debt issuance. We expect fixed
charge coverage to be negative for 2011. Our negative assessment
of management and corporate strategy at State Auto Group and our
weak assessment of the company's enterprise risk management
program (ERM) also support lowering the ratings. We believe that
the deterioration in capitalization and operating performance is
primarily the result of poor strategic decisions, such as an
ineffective catastrophe management program and late pricing and
underwriting actions."

"Assuming no catastrophes for the remainder of 2011, the combined
ratio for 2011 will likely be 114.5%-118.5% with a negative return
on revenue (ROR). In 2012, assuming eight percentage points of
catastrophe losses and no abnormal reserve releases, we expect the
statutory combined ratio to be 100%-105% with an ROR in the low
single digits and positive net income. We expect premium volume to
increase by a low-single-digit rate in 2011 and similar amount in
2012. We expect financial leverage for the consolidated group to
be between 30% and 40% and fixed charge coverage of at least 2x.
We expect capital adequacy to improve back to the 'A' level by
year end 2012, reflecting initiatives the company is taking or
considering, including a multiyear reinsurance arrangement for its
homeowners book and improved earnings assuming a return to a more
normal level of catastrophe losses," S&P said.

"We placed our ratings on State Auto Group on CreditWatch with
negative implications because there is at least a 50% chance we
could lower the ratings within the next three months. We expect to
resolve the CreditWatch status once we know the outcome of State
Auto Group's negotiations with various reinsurers to put in place
a multiyear reinsurance arrangement for State Auto's homeowners
book, which management discussed during its third-quarter earnings
call, and once we can asses the mitigating impact on State Auto
Group's catastrophe exposure profile, earnings volatility, and
capital adequacy. We anticipate that any further ratings change
will be no more than two notches," S&P related.


STOCKDALE TOWER 1: Sec. 341 Creditors' Meeting on Dec. 21
---------------------------------------------------------
The Office of the U.S. Trustee in Fresno, California, will hold a
meeting of creditors in the bankruptcy case of Stockdale Tower 1,
LLC, pursuant to 11 U.S.C. Sec. 341(a) on Dec. 21, 2011, at 1:00
p.m. at Bakersfield Meeting Room.

The last day to oppose discharge is Feb. 21, 2012.  Proofs of
Claim are due by March 20, 2012.

Bakersfield, California-based Stockdale Tower 1, LLC, filed for
Chapter 11 bankruptcy (Bankr. E.D. Calif. Case No. 11-62167) on
Nov. 7, 2011.  Judge W. Richard Lee presides over the case.  Jacob
L. Eaton, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets.


STROSNIDER DRUG: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Strosnider Drug Store, Inc.
        dba Sav-Rite Pharmacy
        P.O. Box 600
        Kermit, WV 25674

Bankruptcy Case No.: 11-20793

Chapter 11 Petition Date: November 8, 2011

Court: United States Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  CALDWELL & RIFFEE
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193
                  E-mail: jcaldwell@caldwellandriffee.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/wvsb11-20793.pdf

The petition was signed by James Wooley, president.


SUNVALLEY SOLAR: Signs Photovoltaic Contract with Best Cheer
------------------------------------------------------------
Sunvalley Solar,Inc., on Nov. 1, 2011, entered into a Photovoltaic
System Contract with Best Cheer Stone, Inc., of Anahiem,
California.  Under the Contract, the Company has been engaged to
install a 366.6 kW-DC photovoltaic solar power system for an
estimated total price of $1,797,108.

In addition, the Company has agreed to provide certain warranties
to the customer regarding workmanship, minimum nominal power
outputs of the system, and other matters.  The Company expects to
begin work on the system in early 2012.

On Nov. 3, 2011, the Company entered into a Photovoltaic System
Contract with Harmoni Group, Inc., of City of Industry,
California.  Under the Contract, the Company has been engaged to
install a 200.925 kW-DC photovoltaic solar power system for an
estimated total price of $820,999.

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

The Company's balance sheet at June 30, 2011, showed $3.88 million
in total assets, $3.84 million in total liabilities and $36,619
total stockholders' equity.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.

According to the Company, the success of its business plan during
the next 12 months and beyond will be contingent upon generating
sufficient revenue to cover the Company's costs of operations /or
upon obtaining additional financing.


SUSTAINABLE ENVIRONMENTAL: Incurs $9,197 Loss in Sept. 30 Qtr.
--------------------------------------------------------------
Sustainable Environmental Technologies Corporation filed with the
U.S. Securities and Exchange Commission its Quarterly Report on
Form 10-Q reporting a net loss of $9,197 on $1.10 million of total
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $599,726 on $646,193 of total revenues for the same
period a year ago.

The Company also reported net income of $309,929 on $2.34 million
of total revenues for the six months ended Sept. 30, 2011,
compared with a net loss of $432,774 on $1.09 million of total
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.21
million in total assets, $3.40 million in total liabilities and a
$192,319 total stockholders' deficit.

During the quarter ended Dec. 31, 2010, the Company incurred an
operating loss from continuing operations before income taxes of
$265,464.  As of Dec. 31, 2010, the Company had a working capital
deficit of approximately $2.3 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in the filing.

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

                        http://is.gd/rfOSrZ

                   About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.


T&A PROPERTIES: Boston Developer Files for Chapter 11 Bankruptcy
----------------------------------------------------------------
Eric Convey, managing editor at Boston Business Journal, reports
that Boston developer T&A Properties LLC filed on Nov. 9, 2011,
for protection under Chapter 11 of the bankruptcy code, listing
both assets and debts of between $1 million and $10 million.

According to report, the biggest creditor is listed as "Fannie
Mae, care of Arbor Commercial Mortgage," owed $3.7 million.
Assets consist of residential properties in East Boston, most of
them three-families but some larger.

The report notes that the Company is represented in the Chapter 11
proceedings by Timothy M. Mauser of Boston.  The company's manager
is Aaron M. Daigneault.  T&A Properties incorporated in 2001.

T&A Properties -- http://www.ta-properties.com/-- is a family
owned and operated property management & remodeling company.


TEEKAY CORP: High Leverage Prompts S&P to Cut CCR to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and unsecured debt ratings on Vancouver-based Teekay Corp.
to 'BB-' from 'BB'. "The recovery rating on the unsecured debt is
unchanged at '4', and indicates our expectation of average (30%-
50%) recovery in the event of default," S&P said.

"At the same time, we removed all ratings on Teekay from
CreditWatch, where they had been place with negative implications
Sept. 30, 2011. The outlook is stable," S&P related.

"The downgrade reflects our opinion of lower-than-expected EBITDA
generation and currently high leverage," said Standard & Poor's
credit analyst Jatinder Mall. "While we believe leverage will
improve next year we expect it to remain at about 7x," Mr. Mall
added.

The ratings on Teekay are based on what Standard & Poor's views as
the company's market-leading and defendable position in the
shuttle tanker business, increasing revenue contribution from more
stable liquefied gas and offshore segments, and improving product
offerings. "These strengths are somewhat mitigated, we believe, by
high leverage owing to prolonged weakness in tanker rates and the
economic downturn, the competitive nature of the shipping
industry, and the company's aggressive financial policy resulting
from its history of debt-financed growth," S&P said.

Teekay has grown from a midsize oil tanker company to one of the
largest multinational transporters and logistic service providers
of a comprehensive range of oil and gas products, including crude
oil, liquefied natural gas, liquefied petroleum gas, and petroleum
products. It has a consolidated fleet of 152 vessels that includes
115 owned vessels, 24 chartered-in vessels, and 13 newbuilds. The
company's fleet is modern with an average age of 10.5 years.

The stable outlook reflects Standard & Poor's expectations that
Teekay's recent transactions will increase cash flows from the
fixed contract business and leverage will gradually improve.
"While leverage is currently high, we believe it will improve next
year to about 7x. A downward revision to the ratings is likely if
the company's adjusted leverage ratio deteriorates further due to
weaker spot tanker rates or if it is unable to refinance debt
leading to weaker liquidity and tighter covenant headroom. An
upgrade in the near term is unlikely and would require significant
improvement in the financial risk profile with sustained leverage
of about 6.5x," S&P related.


UPTOWN/STERLING TOWERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Uptown/Sterling Towers LLC
        911 N. Amphlett Blvd.
        San Mateo, CA 94401

Bankruptcy Case No.: 11-34043

Chapter 11 Petition Date: November 11, 2011

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Gregory A. Rougeau, Esq.
                  LAW OFFICES OF MANASIAN AND ROUGEAU
                  400 Montgomery St. #1000
                  San Francisco, CA 94104
                  Tel: (415) 291-8425
                  E-mail: rougeau@mrlawsf.com

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

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 Monica Hujazi, managing member.


WACO TOWN SQUARE: Files for Chapter 11 Bankruptcy
-------------------------------------------------
Karen Smith Welch at Amarillo Globe-News reports that Waco Town
Square Partners filed for Chapter 11 protection in October despite
efforts to save it by the master developer of Amarillo's $113-
million downtown project.

Waco Town Square Partners is the developer of the Austin Avenue
Flats loft and retail complex in Waco, Texas.

According to the report, the principals in the Waco partnership,
David Wallace and Costa Bajjali, own Wallace Bajjali Development
Partners, the firm that is the master developer for a 300-room
Wyndham convention center hotel and 4,500-seat baseball stadium to
be built here through a public-private partnership with the city
of Amarillo.

The report notes that only Waco Town Square Partners, the real
estate company formed for the loft project, is involved in the
bankruptcy.  The case does not involve the Wallace Bajjali firm
or the larger Waco Town Square development, which expanded that
city's property tax base by $30 million to $40 million, Waco City
Manager Larry Groth told the Amarillo Globe-News last December.
Mr. Groth did not return a call for comment Thursday.

The report says Waco Town Square Partners owes almost $8 million
plus interest to Waco Community Bank under loans that will mature
in April, a bankruptcy document shows.

The report relates that the Amarillo Local Government Corp., a
city board, voted on Nov. 1, 2011, to reimburse the $947,000
Wallace Bajjali spent on advance work for the project, which
Amarillo City Commissioners gave a green light in August.  The
commission appointed the government corporation to manage the
project on the city's behalf.

                  About Waco Town Square Partners

Based in Sugar Land, Texas, Waco Town Square Partners, L.P., dba
Austin Avenue Flats, filed for Chapter 11 bankruptcy (Bankr. S.D.
Tex. Case No. 11-38928) on Oct. 21, 2011.  Judge David R. Jones
presides over the case.  Edward L. Rothberg, Esq. --
rothberg@hooverslovacek.com -- at Hoover Slovacek LLP, serves as
the Debtor's counsel.  In its petition, the Debtor estimated
assets and debts of $1 million to $10 million.  The petition was
signed by David Wallace, manager and secretary.

Waco Town Square Partners II LP filed a separate petition (Bankr.
S.D. Tex. Case No. 11-38929) on the same day, listing $100,001 to
$500,000 in assets and $1 million to $10 million in debts.

SWB Waco SH, L.P. filed for Chapter 11 (Bankr. S.D. Tex. Case No.
10-38001) on Sept. 7, 2010.



WILLIAM LYON: Moody's Gives Ca/LD Probability of Default Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Ca/LD probability of default
rating to William Lyon Homes, Inc. This action follows the
company's announcement on November 4, 2011 that it had not made a
required interest payment on its 10.75% senior unsecured notes
within the 30-day grace period. By Moody's definition, the failure
to make timely interest payments constitutes a limited default.
After three days, Moody's will remove the LD designation. In a
related action, Moody's affirmed the C (LGD5, 76%) rating on
William Lyon's senior unsecured notes. The outlook remains
negative.

These rating actions were taken:

Corporate family rating affirmed at Ca

Probability of default rating of Ca revised to Ca/LD to indicate
limited default

$67 million of 7.625% senior unsecured notes due 12/15/2012
affirmed at C (LGD5, 76%)

$139 million of 10.75% senior unsecured notes due 4/01/2013
affirmed at C (LGD5, 76%)

$78 million of 7.5% senior unsecured notes due 2/15/2014 affirmed
at C (LGD5, 76%)

RATINGS RATIONALE

On October 1, 2011, William Lyon Homes filed an 8-K report with
the SEC indicating that it had missed a semi-annual interest
payment of $ 7,486,192.50 on its 10.75% senior unsecured notes due
April 1, 2013 ("the Notes). The Indenture governing the Notes
allows a 30-day grace period, which expired on October 31, 2011,
but the company failed to make the payment prior to that date.
Non-payment of interest on the scheduled due date is not an event
of default under the Indenture unless the interest payment is not
made within such 30-day grace period. The company is also
currently in violation of the tangible net worth covenant under
its senior secured term loan, which permits lenders to exercise
any and all available remedies.

On November 4, 2011, William Lyon announced a proposed
restructuring of its capital structure, which, at that time, was
supported by holders of approximately 63.5% of the outstanding
principal amount of William Lyon's senior unsecured notes. These
consenting noteholders entered into a Noteholder Support Agreement
with the company to refrain from accelerating the maturity of the
Notes due to its failure to make the scheduled interest payment.
Likewise, the senior secured lenders have entered into a Lender
Support Agreement to vote in favor of the restructuring plan.
These agreements are subject to early termination by the
consenting noteholders and lenders under certain conditions
specified in the respective Agreements. William Lyon's proposed
restructuring plan is still subject to final approval.

Begun in 1956 and headquartered in Newport Beach, California,
William Lyon Homes designs, builds, and sells single family
detached and attached homes in California, Arizona and Nevada.
Consolidated revenue and net income including charges for the
twelve months ended June 30, 2011 were approximately $267 million
and negative $146 million, respectively.

The principal methodology used in rating Williams Lyons Homes was
the Global Homebuilding Industry Methodology published in March
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.


X HANGING: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: X Hanging Diamond Ranch, Inc.
        P.O. Box 24
        Winifred, MT 59489

Bankruptcy Case No.: 11-62122

Chapter 11 Petition Date: November 7, 2011

Court: United States Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: James A. Patten, Esq.
                  PATTEN PETERMAN BEKKEDAHL & GREEN
                  Ste 300, The Fratt Bldg
                  2817 2nd Ave N
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500
                  E-mail: japatten@ppbglaw.com

Scheduled Assets: $2,410,388

Scheduled Debts: $7,548,173

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mtb11-62122.pdf

The petition was signed by Annette Bold, secretary/treasurer.


ZAYO GROUP: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
and '4' recovery ratings to Zayo Group LLC's proposed senior
secured term loan B due 2016. The '4' recovery rating indicates
expectations for average (30% to 50%) recovery in the event of a
payment default. The term loan is being co-issued by Zayo
Capital Inc. and ranks equally in right of payment with the
existing revolver and senior secured notes. Proceeds will be used
to partly finance the company's pending acquisition of 360networks
Holdings (USA) Inc.

"In addition, we raised our issue-level rating on Zayo's $350
million of senior secured notes due 2017 to 'B' from 'B-'. We
revised the recovery rating for these notes to '4' from '5'. The
upgrade is due to a revision in our distressed valuation multiple
to 4x from 3x given the company's growth and accumulation of fiber
assets which are either owned or under long-term indefeasible
rights of use (IRUs), which we believe improves value retention
characteristics. At the same time, we affirmed the 'B' corporate
credit rating on Zayo. The outlook is stable," S&P said.

"The ratings on Louisville, Colo.-based Zayo Group LLC reflect its
highly leveraged capital structure, aggressive acquisition and
capital investment strategy, and significant competition among
fiber-based bandwidth providers," said Standard & Poor's credit
analyst Naveen Sarma.

"Our stable outlook on Zayo reflects the company's strong growth
prospects balanced by what we consider a highly leveraged
financial risk profile and aggressive financial policy. We believe
adjusted leverage will remain elevated through fiscal year 2013,
with EBITDA growth potentially offset by additional debt-financed
acquisitions or capital investments," S&P related.

"We could lower the rating if leverage remained above 7x,
including our adjustments, on a sustained basis. In our view, this
could most likely occur if the company made a poor debt-funded
acquisition that resulted in a loss of EBITDA or cash flow, or if
the pricing environment were to deteriorate due to increased
competition. We view a ratings upgrade as unlikely. While our
target for an upgrade is sustained adjusted leverage in the mid-4x
range, our base expectation is that Zayo will continue to pursue
debt-financed acquisitions or capital investments that will keep
leverage above 5x," S&P said.


ZAKHEM CENTER: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Zakhem Center, LLC
        3458 S. Federal Blvd.
        Sheridan, CO 80110

Bankruptcy Case No.: 11-36166

Chapter 11 Petition Date: November 7, 2011

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Timothy R. Franklin, Esq.
                  THE ROCKY MOUNTAIN LAW GROUP LLC
                  10800 E. Bethany Dr., Ste. 550
                  Aurora, CO 80014
                  Tel: (303) 597-0202
                  Fax: (303) 597-0235
                  E-mail: tfranklin@rmlawgrp.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
First American            Bank loan              $3,130,000
State Bank
8390 E. Cresent Parkway,
Suite 100
Greenwood Village, CO 80111

The petition was signed by Marwan Zakhem, manager.


* Delaware Senator Co-Sponsors Bipartisan Bill
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chris Coons, a Democratic senator from Delaware, is
co-sponsor of a bipartisan bill that would prevent his home state
from losing five of its six bankruptcy judges by attrition in
coming years.

According to the report, as a budget-saving measure based on the
notion that bankruptcy filings would decline over time, Congress
created 30 temporary bankruptcy judgeships around the country.
Five of the six judges in Delaware are on temporary status.

Although Congress periodically extended the tenure of temporary
judges, the latest renewal expired.  Expiration doesn't mean that
those on temporary judgeships must resign.  Rather, it means that
if a judge retires in a district with temporary slots, another
judge won't be appointed.

Five of the six bankruptcy judges in the District of Delaware are
temporary.  Sen. Coons, along with Republican Senator Johnny
Isakson of Georgia, introduced S. 1821, a bill known as the
Temporary bankruptcy Judgeships Extension Act of 2011.  It is
designed to keep 14 states and Puerto Rico from losing bankruptcy
judges.  Unless the bill passes, the Southern District of New
York, including Manhattan, is at risk of losing one judgeship.
The Central District of California, which includes Los Angeles,
would lose three, as would Maryland.  Apart from two judges lost
in Puerto Rico and the Southern District of Florida, including
Miami and Fort Lauderdale, all other districts would drop one
judge.

In the Senate, the bill is co-sponsored by four other Republican
senators and two Democrats, one being Tom Carper, the other
senator from Delaware. The bill has been referred to the Senate
Judiciary Committee.

Introduced in March, a similar bill is pending in the House, H.R.
1021, co-sponsored by Lamar Smith from Texas, chairman of the
Judiciary Committee.  The bills would extend the tenure of
temporary judgeships by five years.


* S&P's Global Corporate Default Tally Rises to 40 Issuers
----------------------------------------------------------
Standard & Poor's Ratings Services downgraded Italy-based
publisher Seat PagineGialle to 'SD' last week after the publisher
failed to make interest payments on its subordinated notes.  This
raised the tally of global corporate defaults so far in 2011 to 40
issuers, said an article published Nov. 10 by Standard & Poor's
Global Fixed Income Research, titled "Global Corporate Default
Update (Nov. 3-9, 2011)."

Of the total defaulters this year, 29 are based in the U.S., three
are based in New Zealand, two are in Canada, and one each is in
the Czech Republic, Greece, France, Israel, Italy, and Russia. Of
the defaulters by this time in 2010, 53 were U.S.-based issuers,
nine were from the other developed region (Australia, Canada,
Japan, and New Zealand), eight were from the emerging markets, and
two were European issuers.

Sixteen of this year's defaults were due to missed interest or
principal payments and eight were due to distressed exchanges --
both of which were among the top reasons for defaults in 2010.
Bankruptcy filings followed with seven defaults, and regulatory
actions accounted for three.  Of the remaining defaults, one
issuer failed to finalize refinancing on its bank loan, one had
its banking license revoked by its country's central bank, another
was appointed a receiver, and three were confidential.

By comparison, in 2010, 28 defaults resulted from missed interest
or principal payments, 25 from Chapter 11 and foreign bankruptcy
filings, 23 from distressed exchanges, three from receiverships,
one from a regulatory directive, and one from administration.


* CMBS Loan Defaults Expected to Remain High in 2012
----------------------------------------------------
North American commercial loan defaults slowed in the first half
of 2011 after spiking in 2009 and 2010, according to a recent
research paper published by Standard & Poor's Ratings Services.
In the first six months of 2011, there were 801 commercial
mortgage-backed securities (CMBS) loan defaults, versus 1,200 in
the comparable 2010 period.  The loss severity rate also fell
slightly in this period, dropping to 42.7% from 46.6%. Over the
study period, which spanned from 1993 through June 2011, 8,418
loans defaulted, yielding a cumulative loan default rate of
12.12%.

With commercial real estate lenders becoming more cautious in the
current environment, refinancing prospects for maturing loans have
lessened.  As 2012 is a big year for CMBS loan maturities, annual
loan defaults, in our view, could increase above current levels.
Loss severity rates, however, may have already peaked, as the
stress in the property markets that existed in 2009 and 2010 has
subsided.

Highlights of the study include:

   -- By loan count, the cumulative default rate increased to
      12.12% through June 2011, compared with 10.97% in 2010 and
      7.68% in 2009.

   -- Cumulative loan defaults by principal balance had risen to
      $100.66 billion, or 10.57%, through June 2011, up from
      $88.64 billion in 2010.

   -- The largest increase in defaults by loan size occurred in
      the greater-than-$100 million balance category.

   -- Lodging has the highest cumulative default rate.

   -- 771 loans were resolved in the first half of 2011, compared
      with 1,199 in 2010 and 345 in 2009.

   -- Through June 2011, 4,563 (54.21%) of the 8,418 loans that
      had defaulted were resolved; 80.41% of these were resolved
      at a loss.

   -- Cumulative losses totaled $10.13 billion through the study
      period, for a loss rate of 1.06%.

   -- The average loss severity rate for loans resolved with
      losses was 39.07%.

   -- Of the major property types, lodging had the highest average
      loss severity rate at 42.96%.

The report also contains the cumulative loss rates for 684
transactions.

The complete default study, "North American CMBS Default And Loss
Study: The Recent Decline In Loan Defaults May Not Be
Sustainable," was published Nov. 10, 2011.


* Georgia Bank Shuttered; Nation's Total This Year Now 88
---------------------------------------------------------
Community Bank of Rockmart, Rockmart, Georgia, was closed Nov. 10
by the Georgia Department of Banking and Finance, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with Century Bank of Georgia, Cartersville, Georgia, to
assume all of the deposits of Community Bank of Rockmart.

As of Sept. 30, 2011, Community Bank of Rockmart had approximately
$62.4 million in total assets and $55.9 million in total deposits.
In addition to assuming all of the deposits, Century Bank of
Georgia agreed to purchase approximately $40.7 million of the
failed bank's assets. The FDIC will retain the remaining assets
for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $14.5 million.  Compared to other alternatives, Century
Bank of Georgia's acquisition was the least costly resolution for
the FDIC's DIF.  Community Bank of Rockmart is the 88th FDIC-
insured institution to fail in the nation this year, and the 23rd
in Georgia.  The last FDIC-insured institution closed in the state
was Decatur First Bank, Decatur, on Oct. 21, 2011.

                      2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                 Loss-Share
                                 Transaction Party    FDIC Cost
                    Assets of    Bank That Assumed    to Insurance
                    Closed Bank  Deposits & Bought    Fund
  Closed Bank       (millions)   Certain Assets       (millions)
  -----------       -----------  -----------------    ------------
Community Bank            $62.4  Century Bank of Georgia    $14.5

SunFirst Bank            $198.1  Cache Valley Ban           $49.7
Mid City Bank, Inc.      $106.1  Premier Bank               $12.7
All American Bank         $37.8  Int'l Bank of Chicago       $6.5
Community Banks        $1,380.0  Bank Midwest, N.A.        $224.9
Community Capital        $181.2  State Bank and Trust       $62.0
Old Harbor Bank          $215.9  1st United Bank            $39.3
Decatur First Bank       $191.5  Fidelity Bank              $32.6
Country Bank             $190.6  Blackhawk Bank & Trust     $66.3
First State Bank         $204.4  Northfield Bank            $45.8
Piedmont Community       $201.7  State Bank and Trust       $71.6
Blue Ridge Savings       $161.0  Bank of North Carolina     $38.0
Sun Security Bank        $355.9  Great Southern Bank       $118.3
The RiverBank            $417.4  Central Bank               $71.4
First International Bank $239.9  American First Nat'l       $53.8
Citizens Bank of N. Ca.  $288.8  Tri Counties Bank          $37.2
Bank of the Commonwealth $985.1  Southern Bank and Trust   $268.3
First Nat'l Bank, Fla.   $296.8  CharterBank                $46.9
CreekSide Bank           $102.3  Georgia Commerce Bank      $27.3
Patriot Bank of Georgia  $150.8  Georgia Commerce Bank      $44.4
First Choice Bank Geneva $141.0  Inland Bank & Trust        $31.0
First Southern Nat'l     $164.6  Heritage Bank of the South $39.6
Lydian Private Bank    $1,700.0  Sabadell United Bank      $293.2
Public Savings Bank       $46.8  Capital Bank, N.A.         $11.0
1st Nat'l Bank of Olathe $538.1  Enterprise Bank & Trust   $116.6
Bank of Whitman          $548.6  Columbia State Bank       $134.8
Bank of Shorewood        $110.7  Heartland Bank and Trust   $25.6
Integra Bank           $2,200.0  Old National Bank         $170.7
BankMeridian, N.A.       $239.8  SCBT N.A.                  $65.4
Virginia Business         $95.8  Xenith Bank                $17.3
Bank of Choice         $1,070.0  Bank Midwest, N.A.        $213.6
LandMark Bank of Fla.    $275.0  American Momentum          $34.4
Southshore Community      $46.3  American Momentum           $8.3
Summit Bank               $72.0  The Foothills Bank         $11.3
First Peoples Bank       $228.3  Premier American Bank       $7.4
One Georgia Bank         $186.3  Ameris Bank                $44.4
High Trust Bank          $192.5  Ameris Bank                $66.0
Colorado Capital         $717.5  First-Citizens Bank       $283.8
First Chicago Bank       $959.3  Northbrook Bank           $284.3
Signature Bank            $66.7  Points West Community      $22.3
Mountain Heritage        $103.7  First American Bank        $41.1
First Commercial Bank     $98.6  Stonegate Bank             $28.5
McIntosh State Bank      $339.9  Hamilton State Bank        $80.0
Atlantic Bank and Trust  $208.2  First Citizens Bank        $36.4
First Heritage Bank      $173.5  Columbia State             $34.9
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5
Summit Bank              $142.7  Columbia State             $15.7
Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                    865 Banks in Problem List

The Federal Deposit Insurance Corp.'s list of "problem" banks fell
in the second quarter 2011 for the first time since 2006 as the
industry's income improved and costs tied to bad loans eased.  The
confidential list of banks deemed at greater risk of collapse
shrank by 23 firms to 865, the FDIC said Aug. 23 in its Quarterly
Banking Profile.  The last time that happened was the third
quarter of 2006 before the credit crisis began, the agency said.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, was positive for
the first time in two years, the agency said.  The fund rose to
$3.9 billion, because of fewer expected bank failures and
assessment revenue, the agency said.  The FDIC insures deposits at
more than 7,500 banks and thrifts.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* BOND PRICING -- For Week From Nov. 7 to 11, 2011
--------------------------------------------------

  Company             Coupon   Maturity  Bid Price
  -------             ------   --------  ---------
AHERN RENTALS          9.250  8/15/2013    28.100
AMBAC INC              5.950  12/5/2035    11.800
AMBAC INC              6.150   2/7/2087     1.375
AMBAC INC              7.500   5/1/2023    13.130
AMBAC INC              9.375   8/1/2011    13.250
AMBAC INC              9.500  2/15/2021    10.000
AMER GENL FIN          4.500 11/15/2011    97.750
AMERICAN ORIENT        5.000  7/15/2015    30.630
BANK NEW ENGLAND       8.750   4/1/1999    14.000
BANK NEW ENGLAND       9.875  9/15/1999    14.000
BANK ONE CORP          5.900 11/15/2011   100.020
BANKUNITED FINL        6.370  5/17/2012     9.500
BLOCKBUSTER INC       11.750  10/1/2014     2.125
CAPMARK FINL GRP       5.875  5/10/2012    50.500
CENTRAL EUROPEAN       3.000  3/15/2013    48.000
CIRCUS & ELDORAD      10.125   3/1/2012    68.375
CRED SUIS FB USA       6.125 11/15/2011   100.000
DAE AVIATION          11.250   8/1/2015    39.875
DIRECTBUY HLDG        12.000   2/1/2017    24.500
DIRECTBUY HLDG        12.000   2/1/2017    24.500
DUNE ENERGY INC       10.500   6/1/2012    55.500
DYNEGY HLDGS INC       8.750  2/15/2012    72.200
EASTMAN KODAK CO       7.250 11/15/2013    41.842
EDDIE BAUER HLDG       5.250   4/1/2014     6.750
ENERGY CONVERS         3.000  6/15/2013    44.250
EVERGREEN SOLAR        4.000  7/15/2013     0.500
EVERGREEN SOLAR        4.000  7/15/2020     0.250
EVERGREEN SOLAR       13.000  4/15/2015    53.000
FAIRPOINT COMMUN      13.125   4/1/2018     1.000
FAIRPOINT COMMUN      13.125   4/2/2018     0.999
GLOBALSTAR INC         5.750   4/1/2028    30.500
GMX RESOURCES          5.000   2/1/2013    57.000
GMX RESOURCES          5.000   2/1/2013    57.021
GREAT ATLA & PAC       6.750 12/15/2012    20.375
HAWKER BEECHCRAF       8.500   4/1/2015    30.000
HAWKER BEECHCRAF       9.750   4/1/2017    26.000
HORIZON LINES          4.250  8/15/2012    69.000
K HOVNANIAN ENTR       6.500  1/15/2014    55.000
K HOVNANIAN ENTR      11.875 10/15/2015    52.900
LEHMAN BROS HLDG       0.250  6/29/2012    23.000
LEHMAN BROS HLDG       3.000 11/17/2012    24.250
LEHMAN BROS HLDG       4.700   3/6/2013    23.875
LEHMAN BROS HLDG       4.800  2/27/2013    23.500
LEHMAN BROS HLDG       4.800  3/13/2014    22.994
LEHMAN BROS HLDG       5.000  1/22/2013    23.250
LEHMAN BROS HLDG       5.000  2/11/2013    23.500
LEHMAN BROS HLDG       5.000  3/27/2013    23.500
LEHMAN BROS HLDG       5.000   8/3/2014    23.000
LEHMAN BROS HLDG       5.000   8/5/2015    23.260
LEHMAN BROS HLDG       5.100  1/28/2013    23.875
LEHMAN BROS HLDG       5.150   2/4/2015    23.002
LEHMAN BROS HLDG       5.250  1/30/2014    23.125
LEHMAN BROS HLDG       5.250  2/11/2015    23.130
LEHMAN BROS HLDG       5.250   3/5/2018    21.500
LEHMAN BROS HLDG       5.500   4/4/2016    23.323
LEHMAN BROS HLDG       5.625  1/24/2013    23.910
LEHMAN BROS HLDG       5.750  5/17/2013    23.382
LEHMAN BROS HLDG       6.000  7/19/2012    24.625
LEHMAN BROS HLDG       6.000  2/12/2018    23.500
LEHMAN BROS HLDG       6.200  9/26/2014    22.625
LEHMAN BROS HLDG       7.000  6/26/2015    23.625
LEHMAN BROS HLDG       7.000 12/18/2015    22.180
LEHMAN BROS HLDG       7.000  4/16/2019    22.000
LEHMAN BROS HLDG       8.050  1/15/2019    21.000
LEHMAN BROS HLDG       8.400  2/22/2023    21.500
LEHMAN BROS HLDG       8.500   8/1/2015    23.750
LEHMAN BROS HLDG       8.500  6/15/2022    22.450
LEHMAN BROS HLDG       8.800   3/1/2015    23.000
LEHMAN BROS HLDG       8.920  2/16/2017    24.375
LEHMAN BROS HLDG       9.000 12/28/2022    21.750
LEHMAN BROS HLDG       9.000   3/7/2023    22.125
LEHMAN BROS HLDG       9.500 12/28/2022    22.000
LEHMAN BROS HLDG       9.500  1/30/2023    23.500
LEHMAN BROS HLDG       9.500  2/27/2023    23.500
LEHMAN BROS HLDG      10.000  3/13/2023    22.500
LEHMAN BROS HLDG      10.375  5/24/2024    22.000
LEHMAN BROS HLDG      11.000  6/22/2022    22.210
LEHMAN BROS HLDG      11.000  7/18/2022    22.750
LEHMAN BROS HLDG      11.000  8/29/2022    20.000
LEHMAN BROS HLDG      11.000  3/17/2028    23.500
LEHMAN BROS HLDG      11.500  9/26/2022    23.375
LEHMAN BROS INC        7.500   8/1/2026    14.500
MAJESTIC STAR          9.750  1/15/2011     4.000
MANNKIND CORP          3.750 12/15/2013    53.000
MF GLOBAL LTD          9.000  6/20/2038    32.000
MOHEGAN TRIBAL         6.125  2/15/2013    55.000
MOHEGAN TRIBAL         7.125  8/15/2014    51.000
MOHEGAN TRIBAL         7.125  8/15/2014    49.875
MOHEGAN TRIBAL         8.000   4/1/2012    72.275
NEBRASKA BOOK CO       8.625  3/15/2012    24.000
NEBRASKA BOOK CO      10.000  12/1/2011    86.000
PENSON WORLDWIDE       8.000   6/1/2014    41.598
PMI CAPITAL I          8.309   2/1/2027     9.000
PMI GROUP INC          6.000  9/15/2016    27.000
RADIAN GROUP           5.625  2/15/2013    67.975
REAL MEX RESTAUR      14.000   1/1/2013    44.000
RESIDENTIAL CAP        8.500   6/1/2012    61.875
RESIDENTIAL CAP        8.500  4/17/2013    89.000
RESIDENTIAL CAP        8.875  6/30/2015     9.625
RESTAURANT CO         10.000  10/1/2013    16.000
TEXAS COMP/TCEH        7.000  3/15/2013    29.000
TEXAS COMP/TCEH       10.250  11/1/2015    40.400
TEXAS COMP/TCEH       10.250  11/1/2015    36.875
TEXAS COMP/TCEH       10.250  11/1/2015    38.500
THORNBURG MTG          8.000  5/15/2013    11.500
TIMES MIRROR CO        7.250   3/1/2013    38.250
TOUSA INC              9.000   7/1/2010    22.375
TRAVELPORT LLC        11.875   9/1/2016    36.500
TRAVELPORT LLC        11.875   9/1/2016    36.625
TRICO MARINE           3.000  1/15/2027     1.500
TRICO MARINE SER       8.125   2/1/2013     4.195
WCI COMMUNITIES        4.000   8/5/2023     1.570
WCI COMMUNITIES        7.875  10/1/2013     0.400
WILLIAM LYON INC       7.500  2/15/2014    30.000
WILLIAM LYON INC      10.750   4/1/2013    29.750
WILLIAM LYONS          7.625 12/15/2012    31.000



                           *********

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
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $775 for 6 months delivered via e-
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are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***