TCR_Public/111117.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, November 17, 2011, Vol. 15, No. 319

                            Headlines

4KIDS ENTERTAINMENT: Posts $5.3-Mil. Third Quarter Net Loss
ALEXANDER GALLO: Bayside Capital Gets Okay to Buy Firm
ALEXANDER GALLO: Hires Sitrick as Communications Consultant
ALEXANDER GALLO: Employs Squire Sanders as Special Counsel
ALESSANDRIA PROPERTIES: Case Summary & Creditors List

AMERICAN BUS: Case Summary & 12 Largest Unsecured Creditors
ANCHOR BANCORP: To Request a Hearing Before NASDAQ Panel
ANDRONICO'S MARKETS: Court OKs Comyns Smith as Accountant
AMSCAN HOLDINGS: Incurs $5.8 Million Net Loss in Third Quarter
AMSCAN HOLDINGS: Posts $346-Mil. Sales for 5 Weeks Ended Nov. 5

ANGIOTECH PHARMACEUTICALS: Taps Thomas Bailey as President
AQUILEX HOLDINGS: Secures $15MM Financing to Continue Operations
ARCADIA HEALTHCARE: To Sell Pharmacy Unit to Pay H.D. Smith
ARCHBROOK LAGUNA: Court OKs Name Change and Caption in Ch. 11 Case
ATLANTIC & PACIFIC: Judge Gives Tentative OK for Financing Package

ATLANTIC & PACIFIC: Dist. Court Affirms Adequate Assurance Order
BANKATLANTIC BANCORP: Files Form 10-Q, Incurs $11MM Q3 Net Loss
BANKATLANTIC BANCORP: BFC Financial Owns 52.6% of Class A Shares
BEACON POWER: Has Opposition at Tomorrow's Hearing on Cash Use
BEACON POWER: U.S. Energy Department Criticizes Spending Proposal

BEACON POWER: Employs Miller Wachman as Auditors
BEACON POWER: Employs Brown Rudnick as Counsel
BERNARD L. MADOFF: Trustee Pins Appellate Hopes on JPMorgan Suit
BLACK CROW: Files Revised Plan Calling for Sale to Paul Stone
BLUEGREEN CORP: Reports $9.5 Million Third Quarter Net Income

BLUEGREEN CORP: Signs Definitive Merger Agreement with BFC
BORDERS GROUP: Plan Confirmation Hearing on Set for Dec. 20
BORDERS GROUP: Proposes Source Interlink Settlement
BORDERS GROUP: Resolves Random House's $37-Mil. Claim
BOSTLEMAN CORP: Case Summary & 20 Largest Unsecured Creditors

BOZEL SA: Disclosures to Liquidating Plan Has Dec. 7 Hearing
CAESARS ENTERTAINMENT: Files Form S-1 Registration Statement
CAPITOL BANCORP: Files Form 10-Q, Incurs $24.7-Mil. Q3 Net Loss
CARDIUM: Incurs $1.6 Million Net Loss in Third Quarter
CARRIZO OIL: Moody's Assigns 'B3' Rating to Sr. Unsecured Notes

CARRIZO OIL: S&P Assigns 'B-' Rating to $200-Mil. Senior Notes
CASCADE BANCORP: Incurs $54.4 Million Third Quarter Net Loss
CATHOLIC CHURCH: Milw. Wants Until June 29 to Decide on Leases
CATHOLIC CHURCH: Appeals Court Denies Father D's Rehearing Plea
CDC CORP: Has CRO With Most Chapter 11 Trustee Powers

CDC CORP: Court Approves Lamberth Cifelli as Counsel
CENTRAL FALLS, R.I.: Retirees to Investigate Pension Funds
CHARBEL TOUFIQUE FAHED: PNC Bank Gets More Time to Answer Suit
CHARLESTON ASSOCIATES: Plan Filing Exclusivity Until Nov. 30
CHEF SOLUTIONS: Wins Court OK to Unload Assets for $70 Million

CHINA DU KANG: Restates 2009 Form 10-K to Correct Errors
CHIP, LLC: Voluntary Chapter 11 Case Summary
CL VERIFY: Chex Systems Contract Lawsuit Transferred to N.J. Court
CLARE AT WATER TOWER: Files for Chapter 11
CLAIRE'S STORES: Expects to Report Sales of $356-Mil. for Q3

CLEMSON GRANDE: Case Summary & 7 Largest Unsecured Creditors
CLIVER DEVELOPMENT: Court Approves Sender & Wasserman as Counsel
COMMUNITY HEALTH: Moody's Assigns B3 Rating to Sr. Unsec. Notes
COMMUNITY HEALTH: S&P Rates $1BB Senior Unsecured Notes at 'B'
CONGRESSIONAL HOTEL: CASCO Hotel Taps Sapperstein as Appraiser

CONGRESSIONAL HOTEL: Taps Molinaro Koger as Real Estate Broker
CORROZI-FOUNTAINVIEW: Files New Schedules of Assets & Debts
COUNTRYSIDE VILLAGE: Case Summary & 20 Largest Unsecured Creditors
CRAFTMADE INT'L: Litex Industries Extends Cash Tender Offer
CRICK ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors

CROW PARTNERS: Taps Commercial Properties as Leasing Agents
CROW PARTNERS: Vertical Asset Approved to Manage Shopping Center
CUMULUS MEDIA: Reports $59.5 Million Net Income in 3rd Quarter
DELTATHREE INC: Arie Rand to Resign as CFO and Treasurer
DIPPIN' DOTS: Lender Pushes Ice Cream Maker to Sell Itself

DPAC TECHNOLOGIES: Suspending Filing of Reports with SEC
DULCES ARBOR: Hires Law Firm to Investigate Largest Creditor
DYNEGY INC: Debtors Propose to Pay Prepetition Taxes
DYNEGY INC: Debtors Want to Deem Utilities Adequately Assured
DYNEGY INC: Schedules Deadline Extended Until Dec. 22

DYNEGY INC: Debtors Propose EPIQ as Administrative Agent
EAST HARLEM: Wins OK to Employ Lamonica Herbst as Attorneys
EDWARD DEETS: Court OKs Jeffrey Servin as Attorney
ELJAH, INC.: Voluntary Chapter 11 Case Summary
ENNIS COMMERCIAL: Files Plan to Pay Unsecureds in Five Years

ENNSTONE INC: Phoenix Capital Advised Sale to Bardon
EVERGREEN SOLAR: Committee Retains Kramer Levin as Counsel
FALLS AT TOWNE: U.S. Trustee Balks at Dismissal, Wants Ch. 7
FANNIE MAE: To Remain in the Doldrums for Much Longer
FIBERTOWER: Misses Nov. 15 Interest Payment on 9.00% 2012 Notes

FILENE'S BASEMENT: Begins Going-Out-of-Business Sale
FILENE'S BASEMENT: Syms Equity Committee Named
FILENE'S BASEMENT: Creditors Object to Second Agency Agreement
FIRST DATA: Amends $3 Billion Senior Notes Exchange Offer
FIRST SECURITY: Incurs $6.4 Million Third Quarter Net Loss

FIRSTGOLD CORPORATION: Ends E. Klepfer and AMPWFL Services
FRANKLIN CREDIT: Incurs $12.1 Million Net Loss in 3rd Quarter
FREDDIE MAC: Another Disappointing Quarter for Mortgage Giant
FREEDOM ENVIRONMENTAL: Posts $144,100 Net Loss in 2nd Quarter
FRIENDLY ICE CREAM: Creditors Panel Taps Blank Rome as Co-Counsel

FRIENDLY ICE CREAM: Panel Taps FTI Consulting as Financial Advisor
FRIENDLY ICE CREAM: GA Keen Approved as Real Estate Advisor
FRONTIER AIRLINES: Cuts Jobs Pending Sale or Spinoff
GELT PROPERTIES: Wants to Hire Nochumson P.C. as Special Counsel
GENERAL MARITIME: Faces Nov. 16 Debt Holder Deadline

GENERAL MARITIME: Amends $1.12 Billion Credit Facilities
GENTIVA HEALTH: Moody's Lowers Rating Two Steps Further Into Junk
GSC GROUP: Court Allows Case Trustee to Subpoena Black Diamond
HAMPTON ROADS: Files Form 10-Q, Incurs $26.5-Mil. Net Loss in Q3
HANMI FINANCIAL: Commences Public Offering of $70-Mil. Shares

HARRISBURG, PA: Heads Toward Appointment of State Receiver
HEARTLAND GOLF: Voluntary Chapter 11 Case Summary
HORIZON LINES: Expands Board of Directors to 11 Members
HOST HOTELS: S&P Assigns 'BB+' Rating to $300-Mil. Senior Notes
HUDSON HEALTHCARE: Hoboken Sale Stalled by Bankruptcy Moves Ahead

HUSSEY COPPER: Tilton's Patriarch Wins Bidding With $107MM Offer
INDEPENDENCE TAX IV: Posts $302,700 Net Loss in Sept. 30 Quarter
INDIANAPOLIS DOWNS: Lender Group Urges Firm to Sell Assets
INTERNATIONAL ENVIRONMENTAL: Case Summary & Creditors List
JAMESON INN: Court Okays Epiq as Claims & Noticing Agent

JAMESON INN: Taps Houlihan Lokey as Investment Banker
JEFFERSON COUNTY: Judge Bennett to Decide on Fate in December
J.J. BESKE: Case Summary & 15 Largest Unsecured Creditors
JOEL FRANCK: Court Won't Review Prior Ruling on Putnam Claim
KH FUNDING: U.S. Trustee Has More Time to Challenge Lawyer Fees

KH FUNDING: Taps Alfa Realty as Listing Agent for Alabama Property
KH FUNDING: Taps RE/MAX Allegiance, RE/MAX Sails as Listing Agents
KH FUNDING: Bradley Swallow Wants to Resign as Counsel
LEVEL 3: Registers 10MM Common Shares Issuable Under Stock Plan
LINDER'S FURNITURE: Closing All Locations; GOB Sales Begin

MF GLOBAL: Sold $1.5BB in Euro Debt at Loss Pre-Bankruptcy
MF GLOBAL: Commodity Markets Trading Drop Due to Bankruptcy Filing
MF GLOBAL: Harris Bank Tagged in Missing Client Funds
MF GLOBAL: Grant Park Transfers Trading Positions
MF GLOBAL: National Inflation Releases Statement on Missing Funds

MF GLOBAL: Brower Pirven Files Securities Class Suit
MICROBILT CORP: Taps Oscar Marquis as Special Regulatory Counsel
MONEYGRAM INT'L: Effects a 1-for-8 Reverse Stock Split
MONEYGRAM INT'L: To Offer 11.25 Million Shares of Common Stock
MONEYGRAM INT'L: Moody's Says 'B1' CFR Unaffected by Debt Change

MSR RESORT: Has Access to Midland's Cash Collateral Until Dec. 15
NAVISTAR INTERNATIONAL: Inks Pact with Icahn to Destagger Board
NCO GROUP: Incurs $28.8 Million Third Quarter Net Loss
NISKA GAS: Moody's Lowers Corporate Family Rating to 'B1'
NUTRITION 21: Filing of Sept. 30 Quarterly Report to be Delayed

ODYSSEY (II) DP: Case Summary & 8 Largest Unsecured Creditors
OZBURN-HESSEY HOLDING: S&P Lowers Corp. Credit Rating to 'B-'
PETTERS GROUP: SEC Charges Hedge Fund Managers With Aiding Fraud
PHILADELPHIA ORCHESTRA: Gets Final OK to Obtain $3.1MM DIP Loan
PRIVATE MEDIA: NASDAQ Has Ruling Denying Continued Listing

PROTALIX BIOTHERAPEUTICS: Posts $8.9MM Net Loss in 3rd Quarter
QUANTITATIVE ALPHA: Posts C$1.3 Million Net Loss in 3rd Quarter
RADIO ONE: Incurs $7.4MM Consolidated Net Loss in Third Quarter
RADIO ONE: Accelerated Vesting of Shares Under 2009 LTIP Okayed
R&G FINANCIAL: Files Supplement to Liquidation Plan

RAMSESEE INVESTMENT: Case Summary & 18 Largest Unsecured Creditors
RANCHER ENERGY: Filing of September 30 Quarterly Report is Delayed
REAL MEX: Court Approves Milbank Tweed as Attorney
REAL MEX: Court Approves Pachulski Stang as Co-Counsel
RESPONSE BIOMEDICAL: Restates 2010 Annual Report to Correct Errors

ROUND TABLE: Seeks Protection From Unsecured Creditor Group
SBARRO INC: Says Creditors Back Reorganization Plan
SEA TRAIL: Court Approves Stubbs & Perdue as Attorney
SEABIRD EXPLORATION: Extends Grace Period to Nov. 23
SMART ONLINE: Delays Filing of Quarterly Report on Form 10-Q

SOLYNDRA LLC: Delayed Layoffs Until After 2010 Election
SOUTH EDGE: Meritage Appealing Confirmation of Plan
SP NEWSPRINT: Case Summary & 30 Largest Unsecured Creditors
STUDIO ONE: SingerLewak LLP Raises Going Concern Doubt
TRAILER BRIDGE: Files for Bankruptcy, Has $15MM DIP Financing

TRIANGLE HOLDINGS: Voluntary Chapter 11 Case Summary
TRIDENT MICROSYSTEMS: Posts $39.1 Million Net Loss in Q3
TUCSON ELECTRIC: $250-Mil. Unsec. Bonds Gets 'BBB-'
U.S. EAGLE: Court Approves Grubb & Ellis as Real Estate Broker
U.S. EAGLE: Court Approves Collier Int'l as Real Estate Broker

VALENCE TECHNOLOGY: Smith Electric Pays $2.4 Million Debt
VENTANA HILLS: Chapter 11 Bankruptcy Case Closed
VERIFONE INC: Moody's Reviews 'Ba3' CFR for Possible Downgrade
VIR-LEN MIRACLE: Voluntary Chapter 11 Case Summary
VIRGIN OFFSHORE: Gordon Arata Initially OK'd as Trustee's Counsel

WEST END FINANCIAL: Plan Outline Hearing Adjourned Until Nov. 22
WESTMORELAND COAL: Reports $1.5 Million 3rd Quarter Net Income
WESTMORELAND COAL: Reports $1.5 Million 3rd Quarter Net Income
WINDRUSH SCHOOL: Court OKs Meyers Law Group as Counsel
WOLF MOUNTAIN: U.S. Trustee Wants More Info on Special Counsel

WORLDWIDE INFO: Judge Allows Hartford to Intervene in Privacy Case
YRC WORLDWIDE: Files Form 10-Q, Incurs $120.1-Mil. Q3 Net Loss
ZAIS INVESTMENT: Court Denies Motion for Reconsideration
ZOGENIX INC: Incurs $22 Million Third Quarter Net Loss

* Assured Guaranty May Back Debt From Alabama Municipalities
* NBH Plans IPO Of Up To $250 Million to Fund Bank Purchases
* Study: Past Defaults No Guide to Today's Municipal Woes
* New York City Sees Increase in Commercial Property Defaults

* J.P. Morgan Plans to Issue CMBS Backed by Defaulted Loans
* FHA Deals With Solvency Questions as Mortgage Losses Rise
* Federal Reserve's Primary Trading Partners Hit Hard Times

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

4KIDS ENTERTAINMENT: Posts $5.3-Mil. Third Quarter Net Loss
-----------------------------------------------------------
4Kids Entertainment, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $5.3 million on $2.6 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $11.6 million on $2.8 million million of revenues
for the same period last year.

For the nine months ended Sept. 30, 2011, the Company had a net
loss of $13.5 million on $9.3 million of revenues, compared with a
net loss of $23.8 million on $10.1 million of revenues for the
same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$15.6 million in total assets, $18.1 million in total liabilities,
and a stockholders' deficit of $2.5 million.

The trial in the Yu-Gi-Oh! Litigation initially to determine
whether the purported termination of the Yu-Gi-Oh! Agreement was
effective and whether any amounts owed by 4Kids to the Licensors
exceed the credits claimed by 4Kids for amounts paid or advanced
to Licensors commenced in the Bankruptcy Court on Aug. 29, 2011,
and concluded on Sept. 23, 2011.  The parties filed their post-
trial briefs on Oct. 12, 2011 and are currently waiting for the
Bankruptcy Court's decision.

4Kids believes that the Licensors' purported termination of the
Yu-Gi-Oh! Agreement is invalid and ineffective and that such
position will be vindicated at trial.  If the Bankruptcy Court's
decision on the initial phase of the trial is in favor of 4Kids,
there will be a second phase of the trial to determine the damages
incurred by 4Kids as a result of Licensors' wrongful termination
of the Yu-Gi-Oh! Agreement.  However, if the Bankruptcy Court
finds that such purported termination by the Licensors was valid
and was not a wrongful termination, such finding would have a
material adverse effect on the Company's financial condition and
results of operations and would likely significantly impede 4Kids
ability to continue its operations.

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

                       http://is.gd/SSTXni

                    About 4Kids Entertainment

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

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

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

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


ALEXANDER GALLO: Bayside Capital Gets Okay to Buy Firm
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alexander Gallo Holdings LLC was authorized last week
by the U.S. Bankruptcy Court in New York to sell the business to
an affiliate of Bayside Capital Inc.  The sale was negotiated
before the Chapter 11 filing Sept. 7.  From the outset, Gallo said
the Bayside acquisition was worth $88 million.  The buyer will pay
off first-lien debt while forgiving second-lien obligations and
$20 million in financing for the Chapter 11 case.  Bayside will
also pay the cost of curing contract defaults.

                       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.

Liabilities include $47 million on a first-lien revolving credit
and term loan with Wells Fargo Bank NA as agent.  Before
bankruptcy, Bayside acquired the $22 million in second-lien debt.
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.

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.


ALEXANDER GALLO: Hires Sitrick as Communications Consultant
--------------------------------------------------------------
Alexander Gallo Holdings, LLC, and its debtor-subsidiaries and
affiliates seek to employ Sitrick and Company, a division of
Sitrick Brincko Group, LLC, as their corporate communications
consultant, nunc pro tunc to the Petition Date.

The Debtors have retained Sitrick as their corporate
communications consultant before the Petition Date.  They desire
to continue to employ Sitrick pursuant to an engagement letter,
dated July 11, 2011, because of the Firm's familiarity with the
Debtors' business operations and its substantial expertise in
restructuring and corporate communications.

The Debtors anticipate that Sitrick will provide, among other
things, professional services that may include, without
limitation, writing and distributing press releases, consulting on
public relations strategy, media relations, and media monitoring
in connection with these Chapter 11 cases as well as advising on
communications programs for various constituents, including
clients.

The Debtors will pay Sitrick its standard hourly rates, which
range from $185 to $895, depending on the particular professional.
Sitrick has received a $60,000 retainer, of which $10,000 is a
refundable expense advance to cover reasonable and necessary out-
of-pocket expenses incurred by the Firm.  When the retainer has
been fully applied against time charges, additional time charges
will be billed as incurred.

The Debtors have also agreed to indemnify and hold harmless
Sitrick and its shareholders, parent company, affiliates,
officers, directors, employees, and agents in connection with
services rendered by the firm.

Sitrick attests that it does not hold or represent any interest
adverse to the Debtors' estates and is a disinterested person as
the 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-- 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.


ALEXANDER GALLO: Employs Squire Sanders as Special Counsel
--------------------------------------------------------------
Alexander Gallo Holdings, LLC and its debtor-affiliates seek to
employ Squire, Sanders & Dempsey (US) LLP as their special
corporate and transactional counsel, nunc pro tunc to the Petition
Date, to perform general corporate and transactional legal
services.

Squire Sanders will render legal services to the Debtors,
including:

     * Advising the Debtors regarding general corporate matters;

     * Advising the Debtors regarding corporate finance issues;
       and

     * Advising the Debtors regarding corporate transactional
       matters.

In connection with these cases, the Debtors are also seeking
authority to retain (i) DLA Piper LLP (US) as bankruptcy counsel,
(ii) Gordian Group, LLC as investment banker, (iii) Carl Marks
Advisory Group LLC as chief restructuring advisors, (iv) Kurtzman
Carson Consultants LLC as claims agent, and (v) Sitrick and
Company as corporate communications consultants.  The Debtors will
work diligently to prevent any duplication of services provided by
the professionals.

Squire Sanders holds a prepetition retainer of $94,973 from the
Debtors.  The firm will not apply any amount against the retainer
absent Court order.  The firm has also received $379,153 in
payment for fees from the Debtors in the 12 months preceding the
Petition Date.  As of the Petition Date, the Debtors did not owe
Squire Sanders for legal services rendered prepetition.

The Debtors will pay Squire Sanders on an hourly basis and
reimburse expenses incurred in connection with the services,
subject to Court approval and in compliance with applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local
Rules, U.S. Trustee guidelines, and any other applicable
procedures and orders of the Court.  The firm's current hourly
rates are:

               Partners                  $300 - $900
               Associates                $175 - $495
               Paraprofessionals          $92 - $300
               Christopher D. Johnson       $800
               Matthew M. Holman            $500
               Robert T. Tadano             $265

Squire Sanders attests that it does not represent any parties-in-
interest with respect to these cases or hold any interest adverse
to the Debtors or their estates with respect to the matters in
which the Firm is being retained by the Debtors, and that it is a
disinterested person as defined in Section 101(14) of the
Bankruptcy Code.

                       About Alexander Gallo

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- 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.


ALESSANDRIA PROPERTIES: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Alessandria Properties, LLC
        52 Marne Avenue
        San Francisco, CA 94127

Bankruptcy Case No.: 11-34084

Chapter 11 Petition Date: November 11, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: James A. Tiemstra, Esq.
                  TIEMSTRA LAW GROUP, PC
                  1111 Broadway #1501
                  Oakland, CA 94607
                  Tel: (510) 987-8000
                  E-mail: jat@tiemlaw.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 three largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/canb11-34084.pdf

The petition was signed by Louis Alessandra, Jr., member.


AMERICAN BUS: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: American Bus and Coach, LLC
        1020 Green Street
        Iselin, NJ 08830

Bankruptcy Case No.: 11-42793

Chapter 11 Petition Date: November 11, 2011

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

Judge: Michael B. Kaplan

Debtor's Counsel: Andrew J. Kelly, Esq.
                  KELLY & BRENNAN, P.C.
                  1011 Highway 71, Suite 200
                  Spring Lake, NJ 07762-2030
                  Tel: (732) 449-0525
                  Fax: (732) 449-0592
                  E-mail: akelly@kbtlaw.com

Scheduled Assets: $5,965,586

Scheduled Debts: $7,843,314

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-42793.pdf

The petition was signed by George Dapper, member.


ANCHOR BANCORP: To Request a Hearing Before NASDAQ Panel
--------------------------------------------------------
Anchor BanCorp Wisconsin Inc., on May 13, 2011, received a letter
from the Listing Qualifications Department of The NASDAQ Stock
Market notifying the Company that it was not in compliance with
the minimum $1.00 per share minimum bid price requirement for
continued inclusion on the NASDAQ Global Select Market set forth
in NASDAQ Marketplace Rule 5450(a)(1), as a result of the bid
price of the Company's common stock having closed below $1.00 for
the 30 consecutive business days prior to the date of the letter.

NASDAQ's letter advised the Company that, in accordance with
NASDAQ Marketplace Rule 5810(c)(3)(A), the Company will be
provided 180 calendar days, or until Nov. 9, 2011, to regain
compliance.  The letter further advised that such compliance can
be achieved if, at any time before Nov. 9, 2011, the bid price of
the common stock closed at $1.00 or more per share for a minimum
of ten consecutive business days.

The Company did not regain compliance with the Rule on or prior to
Nov. 9, 2011, and, accordingly, on Nov. 10, 2011, the Company
received a second letter from NASDAQ stating that the Company's
common stock would be subject to delisting from the NASDAQ Global
Select Market as a result of the deficiency.  Additionally, the
Staff Determination described the process the Company must follow
in order to regain compliance and also provided some alternatives
the Company has carefully considered.

Consistent with the process described in the Staff Determination
the Company will request a hearing before the NASDAQ Listing
Qualifications Panel to review the Staff Determination.
Requesting such a hearing stays any action with respect to the
Staff Determination until the Panel renders a decision subsequent
to the hearing.  At the yet to be scheduled hearing, the Company
intends to present a plan to regain compliance with the Rule,
allowing it to remain on the NASDAQ Global Select Market.
Although the Company believes that its plan will represent a
viable path to compliance, there can be no assurance that the
Panel will grant the Company's request for continued listing.

                       About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.  The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented.  While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern.  If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.

As reported by the TCR on July 5, 2011, McGladrey & Pullen, LLP,
in Madison, Wisconsin, expressed substantial doubt about Anchor
Bancorp Wisconsin's ability to continue as a going concern after
auditing the Company's financial results for fiscal year ended
March 31, 2011.  The independent auditors noted that at March 31,
2011, all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the consent order.
"The subsidiary bank has also suffered recurring losses from
operations.  Failure to meet the capital requirements exposes the
Corporation to regulatory sanctions that may include restrictions
on operations and growth, mandatory asset dispositions, and
seizure of the subsidiary bank."

The Company's balance sheet at Sept. 30, 2011, showed
$3.19 billion in total assets, $3.21 billion in total liabilities,
and a $13.39 million total stockholders' deficit.


ANDRONICO'S MARKETS: Court OKs Comyns Smith as Accountant
---------------------------------------------------------
Andronico's Markets, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the Northern District of California to
employ Comyns, Smith, Mccleary & Deaver, LLP to:

   a. prepare the federal and California income tax returns for
      the fiscal year ending July 31, 2011; and

   b. prepare the final federal and California income tax
      returns.

Comyns will earn a fixed fee of $15,000 for the preparation of the
Tax Returns and a fixed fee of $15,000 for the preparation of the
Final Tax Returns.  Despite earning a fix fee for the preparation
of the Tax Returns, Comyns will keep time records for the work
performed.

The Debtor asserts that Comyns Smith is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                     About Andronico's Markets

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

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

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


AMSCAN HOLDINGS: Incurs $5.8 Million Net Loss in Third Quarter
--------------------------------------------------------------
Amscan Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $5.82 million on $440.14 million of total revenues for the
three months ended Sept. 30, 2011, compared with net income of
$4.67 million on $362.80 million of total revenues for the same
period a year ago.

The Company also reported net income of $6.26 million on
$1.21 billion of total revenues for the nine months ended
Sept. 30, 2011, compared with net income of $20.83 million on
$1.02 billion of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.86 billion in total assets, $1.57 billion in total liabilities,
$35.76 million in redeemable common securities, and
$257.79 million in total stockholders' equity.

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

                        http://is.gd/W0mxqw

                       About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture, and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

As reported in the TCR on Nov. 23, 2010, S&P affirmed the 'B'
rating after the Company stated that it will use the proceeds from
the proposed term loan facility to pay a roughly $310 million
special dividend to its equity sponsors and repay borrowings under
its existing term loan facility ($342 million outstanding as of
Sept. 30, 2010).

"The affirmation of Amscan's credit ratings reflect S&P's view
that, following payment of its debt-financed dividend payment to
its equity sponsors," said Standard & Poor's credit analyst Linda
Phelps, "it will have a highly leveraged financial risk profile
and its financial policy has become more aggressive."


AMSCAN HOLDINGS: Posts $346-Mil. Sales for 5 Weeks Ended Nov. 5
---------------------------------------------------------------
Amscan Holdings, Inc., announced its retail sales results for the
five-week Halloween season ended Nov. 5, 2011.  The Company's
retail sales include sales under its retail banners, Party City,
Halloween City, Factory Card & Party Outlet and The Paper Factory.
Retail sales for the five-week period ended Nov. 5, 2011, totaled
$346 million and were $36 million or 11% higher than the retail
sales for the five-week period ended Nov. 6, 2010, with the growth
in sales occurring at both our permanent brick and mortar and
online stores.

During the five-week Halloween season of 2011 the Party City brand
experienced a 10% comp sales increase comprised of Party City
stores, which experienced a comp store sales increase of 5% at
stores open as Party City during both the 2011 and 2010 selling
seasons, and e - commerce sales which increased by 63% for the
2011 selling season.  Sales for FCPO stores that were converted to
Party City stores during the past twelve months increased 55%
during 2011.  All other permanent stores averaged a 7% comp store
increase during the 2011 selling season and the average sales at
temporary Halloween City stores during the 2011 selling season
were slightly higher than during the 2010 season.

During the five-week period ended Nov. 5, 2011, the Company
operated 486 Party City stores, 63 FCPO stores and 42 smaller
outlet stores, as compared to 423 Party City stores, 91 FCPO
stores and 67 outlet stores for the year earlier period.  In
addition to its network of permanent stores, the Company operated
400 temporary Halloween stores, as compared to 404 in 2010.

Commenting on these results, Gerry Rittenberg, the Company's Chief
Executive Officer, stated: "In light of the current economy and
aggressive competition for market share during the Halloween
season, we are extremely pleased with these key holiday results."

                       About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture, and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

The Company's balance sheet at Sept. 30, 2011, showed $1.86
billion in total assets, $1.57 billion in total liabilities,
$35.76 million in redeemable common securities, and $257.79
million in total stockholders' equity.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

As reported in the TCR on Nov. 23, 2010, S&P affirmed the 'B'
rating after the Company stated that it will use the proceeds from
the proposed term loan facility to pay a roughly $310 million
special dividend to its equity sponsors and repay borrowings under
its existing term loan facility ($342 million outstanding as of
Sept. 30, 2010).

"The affirmation of Amscan's credit ratings reflect S&P's view
that, following payment of its debt-financed dividend payment to
its equity sponsors," said Standard & Poor's credit analyst Linda
Phelps, "it will have a highly leveraged financial risk profile
and its financial policy has become more aggressive."


ANGIOTECH PHARMACEUTICALS: Taps Thomas Bailey as President
----------------------------------------------------------
Senior Management Changes. Effective October17, 2011, the Company
appointed Thomas Bailey as President and Chief Executive Officer.
Mr.Bailey will also continue to serve as the Company's Chief
Financial Officer. Other senior management appointments included
Tammy Neske as Chief Business Officer, Steven Bryant as Executive
Vice President, Sales and Marketing and Victor Diaz as Executive
Vice President of Operations.

A full text copy of the company's third quarter report is
available free at:

               http://ResearchArchives.com/t/s?774c

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/--
is a global specialty pharmaceutical and medical device company.
Angiotech discovers, develops and markets innovative treatment
solutions for diseases or complications associated with medical
device implants, surgical interventions and acute injury.

Alvarez & Marsal Canada Inc., as monitor and foreign
representative, filed Chapter 15 petitions for Angiotech
Pharmaceuticals Inc. and its units (Bankr. D. Del. Lead Case No.
11-10269) on Jan. 30, 2011, to seek recognition of their
insolvency proceedings under the Companies' Creditors Arrangement
Act in Canada as a "foreign main proceeding" under 11 U.S.C. Sec.
1517.

The Company's balance sheet at Sept. 30, 2010, showed
US$326.80 million in total assets, US$60.30 million in current
liabilities, and US$622.16 million in non-current liabilities and
a stockholders' deficit of US$355.67 million.

The foreign representative has tapped Mary Caloway, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and
Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel
in the Chapter 15 case.  John Grieve, Esq., at Fasken Martineau
DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case.


AQUILEX HOLDINGS: Secures $15MM Financing to Continue Operations
----------------------------------------------------------------
Aquilex Holdings LLC has reached an agreement for $15 million in
incremental debt financing from a group of senior noteholders led
by affiliates of Centerbridge Partners, L.P. This investment,
which is expected to close and be fully funded, represents an
important first milestone in the Company's financial restructuring
process and increases the Company's liquidity to $33.5 million
when coupled with its existing cash on hand of $18.5 million, as
of November 14, 2011.  The additional liquidity, which is being
provided pursuant to a second-lien senior secured credit facility,
will help ensure that Aquilex's operations continue in the normal
course while the Company continues to engage in constructive
negotiations with lenders and senior noteholders regarding a
consensual balance sheet restructuring.

"We are pleased to have reached an agreement for a $15 million
investment from our largest senior noteholders, which will provide
us with incremental liquidity and represents the first major
milestone in our financial restructuring efforts.  The actions by
our senior noteholders and lenders are a strong sign of support
for the Company in this process," said Bill Varner, President and
Chief Executive Officer of Aquilex.  "This additional liquidity
will help ensure that business continues as usual for our
employees, customers and vendors as we continue to engage in
active and constructive negotiations with our lenders and senior
noteholders regarding a consensual balance sheet restructuring
that would significantly deleverage the Company's balance sheet,
enhance the financial flexibility of Aquilex, and allow us to
reinvest in the business to better support our customers."

He continued, "Throughout this restructuring process, we will
focus on minimizing any impact on our customers, vendors and
suppliers, who should not experience any changes or disruption in
the high quality services they have come to expect from Aquilex.
We intend to honor vendor contracts under normal terms and expect
service to customers will continue without interruption during
this process.  We appreciate the continued support of our
employees, customers and vendors as we shape Aquilex into a world-
class provider of solutions to the energy services industry."

In connection with the financing agreement, Aquilex's lenders have
agreed to extend the previously announced forbearance agreement
from Dec. 8, 2011 to Feb. 3, 2012. As part of the amended
forbearance agreement, the Company's lenders have agreed not to
take any action relating to a potential financial covenant default
as a result of the Company's fourth quarter 2011 financial
performance. Separately, a majority of the Company's senior
noteholders have agreed to forbear until Feb. 3, 2012 from taking
any legal action if the Company determines not to pay the $12.5
million interest payment on the Company's senior notes due on
Dec. 15, 2011.

The Company anticipates that it will reach an agreement-in-
principle on the terms of the financial restructuring by Dec. 15,
2011.  While the plan has not yet been finalized, the Company
expects that the potential transaction will result in a
substantial reduction in the level of its debt and increased
financial flexibility.  Aquilex expects the cornerstones of the
restructuring to include a substantial new equity investment by
the senior noteholders, which will provide additional liquidity
for working capital purposes and a significant paydown of the
Company's secured debt.  Aquilex expects that, as part of the
restructuring, the Company's senior notes would be exchanged for
common equity of the Company pursuant to an out-of-court
restructuring or a voluntary filing under Chapter 11 of the U.S.
Bankruptcy Code, which the Company currently expects would be a
"pre-packaged" bankruptcy filing. In the event of such a filing,
the Company expects that the closing of the restructuring would
take place as soon as 45 to 60 days thereafter and the proceedings
would not affect its customers, vendors or employees.  As part of
the closing of the transaction, the Company expects that
affiliates of Centerbridge Partners, L.P. would become the
controlling shareholder of Aquilex.

Rothschild Inc. is acting as financial advisor and investment
banker and Richards, Layton & Finger is acting as legal advisor to
Aquilex in connection with the restructuring. Alvarez & Marsal is
acting as restructuring advisor to the Company.

The Company noted that the foregoing represents only its current
expectations and is subject to numerous assumptions, including the
receipt of sufficient support for its restructuring plan from its
existing creditors.  Additional information is available in the
Company's filings with the Securities and Exchange Commission,
including but not limited to its Quarterly Report on Form 10Q for
its third quarter of 2011, as filed with the SEC on Nov. 14, 2011.

                       About Aquilex Holdings

Aquilex Holdings LLC is the parent of Aquilex Corporation, a
leading provider of critical maintenance, repair and industrial
cleaning solutions to the energy industry. Through our divisional
and branch offices in the United States and Europe, we provide our
services to a diverse global base of over 600 customers, primarily
in the oil and gas refining, chemical and petrochemical
production, fossil and nuclear power generation and waste-to-
energy industries.

The Company reported a net loss of $13.9 million on $226.6 million
of revenues for the six months ended June 30, 2011, compared with
a net loss of $25.1 million on $213.3 million of revenues for the
same period of 2010.

The Company's balance sheet at June 30, 2011, showed
$670.5 million in total assets, $490.9 million in total
liabilities, and stockholders' equity of $179.6 million.

The Company's Credit Agreement requires it to maintain certain
financial ratios, including a minimum ratio of Adjusted EBITDA to
total interest expense and maximum ratios of total debt and senior
secured debt to Adjusted EBITDA.

"While the Company was in compliance with its debt covenants as of
June 30, 2011, based on current business conditions and forecast,
there can be no assurance that the Company will be in compliance
with those covenants as of Sept. 30, 2011, or thereafter," the
Company said in its Form 10-Q for the quarter ended June 30, 2011.


ARCADIA HEALTHCARE: To Sell Pharmacy Unit to Pay H.D. Smith
-----------------------------------------------------------
Arcadia HealthCare's services segment subsidiaries received notice
from Comerica Bank that the borrowers under its credit facility
were not in compliance with the subordinated debt covenant
contained in the credit agreement as of July 31, 2011.

Comerica continues to provide financing under the credit agreement
and the parties are negotiating the terms of a forbearance
agreement.  This credit facility provides working capital
financing to the Company's Services segment.

The Company also received notice from H.D. Smith Wholesale Drug
Co. that the Company's PrairieStone Pharmacy, LLC subsidiary is in
default under the line of credit facility used to finance the
Company's DailyMed Pharmacy business.  H.D. Smith, the Company and
PrairieStone have entered into a forbearance agreement pursuant to
which the Company has agreed to sell the Pharmacy segment and use
the proceeds of the sale to pay H.D. Smith. In the event the
Pharmacy segment is not sold, the Company will wind-down the
Pharmacy segment business.  The Company does not anticipate that
the proceeds from a sale will be sufficient to satisfy the $5.0
million obligation owed to H.D. Smith as of September 30, 2011.
H.D. Smith has agreed to accept the sale proceeds in full and
complete satisfaction of its claims provided the sale proceeds are
not less than $2.0 million.

Upon the sale or wind-down of the Company's Pharmacy segment, the
Company's sole remaining operating business will be its Services
segment.  The Company continues to pursue the sale of its Services
segment.  In view of recent events, the Company is considering its
options with respect to this business, which may include sale or
retention of the business.

The Company has $30.0 million of unsecured debt that matures in
April 2012 and, based upon information presently available, the
Company does not anticipate that the proceeds from the business
segment sales will be sufficient to satisfy these debt
obligations.

The Company voluntarily delisted from the NYSE Amex effective
September 6, 2011. Since that time, the Company's securities have
been traded on the OTCQB Marketplace.

Arcadia Resources reported a net loss of $6.94 million on $41.3
million of net revenue for the six months ended Sept. 30, 2011,
compared with a net loss of $5.99 million on $40.86 million of net
revenue for six months ended Sept. 30, 2010.

Arcadia Resources' balance sheet at Sept. 30, 2011 showed
$23.7 million in assets, $49.52 million in liabilities, and a
stockholders' deficit of $25.8 million.

A full text copy of the Company's financial results is available
free at http://ResearchArchives.com/t/s?774d

                     About Arcadia Resources

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(otc markets:KADR), and is a leading provider of home care,
medicalstaffing and pharmacy services under its proprietary
DailyMed program. The Company, headquartered in Indianapolis,
Indiana, has 65 locations in 18 states.  Arcadia HealthCare's
comprehensive solutions and business strategies support the
Company's vision of "Keeping People at Home and Healthier Longer."

The Company reported a net loss of $14.35 million on
$100.04 million of revenues for the fiscal year ended March 31,
2011, compared with a net loss of $31.09 million on $98.08 million
of revenues for the fiscal year ended March 31, 2010.

BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about
Arcadia Resources' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.


ARCHBROOK LAGUNA: Court OKs Name Change and Caption in Ch. 11 Case
------------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Archbrook Laguna Holdings
LLC, et al., to change their names and caption of their Chapter 11
cases.

The Debtors related that the Court entered an order approving the
sale to Gordon Brothers Group, LLC, together with SED
International Holdings, Inc., pursuant to that certain Purchase
Agreement between the Debtors and GBG.  The sale closed on
Aug. 15, 2011.  The Purchase Agreement provides for the change of
name:

The Court approved that each debtor-entity change their names as:

      Current Name                             New Name
      ------------                             ---------
   ArchBrook Laguna Holdings LLC       Distributor Holdings LLC
   ArchBrook Laguna LLC                Distributor LLC
   ArchBrook Laguna West LLC           Distributor West LLC
   Lehrhoff ABL LLC                    Distributor LH LLC
   ArchBrook Laguna New York LLC       Distributor NY I LLC
   Chimerica Global Logistics LLC      Distributor CM LLC
   Expert Warehouse LLC                Distributor EW LLC

                      About ArchBrook Laguna

ArchBrook was a procurement and distribution intermediary between
production companies and end retailers.  It distributed consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt totaling
$176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Ira S. Dizengoff, Esq., Michael P. Cooley, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
serve as bankruptcy counsel to ArchBrook Laguna.  The Company is
being advised by Macquarie Capital (USA) Inc. with respect to the
sale process and by Hawkwood Consulting LLC, whose founder Stephen
J. Gawrylewski is Chief Restructuring Officer of the Company.
Macquarie Capital (USA) Inc. is the financial advisor.
PricewaterhouseCoopers LLP is a consultant.

Cooley LLP, in New York, is the counsel for the Official Committee
of Unsecured Creditors.

On Aug. 12, 2011, ArchBrook Laguna LLC won approval to sell its
consumer electronics and appliances distribution business to
Gordon Brothers Group LLC for some $25 million, after fielding
offers at an auction.  On Aug. 15, 2011, the sale closed.


ATLANTIC & PACIFIC: Judge Gives Tentative OK for Financing Package
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co., filed a proposed
Chapter 11 plan Nov. 14 along with an explanatory disclosure
statement.

According to the report, the Plan is built around a $490 million
debt and equity financing announced earlier this month. At
yesterday's hearing, the U.S. Bankruptcy Judge in White Plains,
New York, gave tentative approval for the financing package, which
allows A&P to accept a better offer if one appears.

Mr. Rochelle notes that the draft disclosure statement has blanks
where creditors later will be told the percentage distributions to
expect.  New investors sponsoring the plan include Yucaipa Cos.,
Goldman Sachs Group Inc. and Mount Kellett Capital Management LP.

The report relates that holders of convertible notes, 9.125%
senior notes, general unsecured creditors, and landlords are to
split $40 million.  Landlords who vote for the plan will receive
an additional distribution with the amount still to be decided.
Holders of second-lien notes will be paid in full.  The plan
requires substantive consolidation, where all claims and the
assets are thrown into one pot, in the process ignoring how some
assets and liabilities belong to specific A&P companies.

                   About Great Atlantic & Pacific

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

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

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

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

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


ATLANTIC & PACIFIC: Dist. Court Affirms Adequate Assurance Order
----------------------------------------------------------------
District Judge Cathy Seibel affirmed the Bankruptcy Court's Order
Determining Adequate Assurance of Payment for Future Utility
Services entered in the cases of The Great Atlantic & Pacific Tea
Company, Inc., et al.

In their Motion, the Debtors proposed to deposit $7.45 million,
representing two weeks of utility service provided by all of the
Debtors' utility providers, into a segregated, interest-bearing
bank account as adequate assurance of payment of services.  The
Debtors also sought approval of certain procedures governing the
adequate assurance payment and requests for additional assurances.

Various utility companies that provided utility services to the
Debtors took an appeal from the order, arguing, among other
things, that the Bankruptcy Court committed reversible error by
finding that "a newly-created, segregated, interest-bearing bank
escrow account," qualified as an adequate assurance of payment,
when such accounts are not expressly set forth as a form of
payment in 11 U.S.C. Section 366(c)(1)(A) and the account was held
by someone other than the utility.

Judge Seibel pointed out that as an initial matter, the Bankruptcy
Court ordered cash deposits with the utility for the dissenting
utilities, which provided adequate assurance of payment as to them
under Section 366(c).  In any event, the District Court said it
does not find error in the form of payment that Bankruptcy Judge
Robert Drain approved in the case. Under Section 366(c), "the term
`assurance of payment' means -- (i) a cash deposit; (ii) a letter
of credit; (iii) a certificate of deposit; (iv) a prepayment of
utility consumption; or (v) another form of security that is
mutually agreed on between the utility and the debtor or trustee."
Judge Seibel noted that courts interpreting this language have
found segregated, interest-bearing accounts, much like the one in
this case, to be "the equivalent of a letter of credit."  Judge
Seibel cited decisions In re Circuit City Stores, and In re
Crystal Cathedral Ministries.

The Crystal Cathedral Ministries court held that it could not
"find that the Bankruptcy Court's determination that the
segregated bank account is a `cash deposit' runs afoul of the
plain meaning of the statutory language."  The district court
reasoned that the statute does not define the term "cash deposit,"
and that the account consisted of money segregated solely for the
benefit of the debtor's utilities. As to the adequacy of the
deposit, the court rejected the argument that the account was not
adequate simply because it was held by someone other than the
utility provider, and the utility providers had not persuasively
argued that they needed to control the money.

"I find the Crystal Cathedral Ministries court's reasoning
instructive and persuasive," Judge Seibel said.

The four appeals that are consolidated under 11-CV-1338 (S.D.N.Y.)
are Long Island Lighting Co., et al. v. The Great Atlantic &
Pacific Tea Co., Inc., et al., 11-CV-01338; Jersey Central Power &
Light Co., et al. v. The Great Atlantic & Pacific Tea Co., Inc.,
et al., 11-CV-01339; Potomac Elec. Power Co., et al. v. The Great
Atlantic & Pacific Tea Co., Inc., 11-CV-01512; and Washington Gas
Light Co. v. The Great Atlantic & Pacific Tea Co., Inc., et al.,
11-CV-01513.

A copy of Judge Seibel's Nov. 14, 2011 Opinion and Order is
available at http://is.gd/ICjw10from Leagle.com.

Elisa M. Pugliese, Esq. -- epugliese@cullenanddykman.com -- at
Cullen and Dykman LLP, in Brooklyn, New York, serves as Co-Counsel
for Appellants Long Island Lighting Company, et al.

Russell R. Johnson III, Esq., and John M. Craig, Esq., at the Law
Firm of Russell R. Johnson III, PLC, in Manakin-Sabot, Virginia,
serve as Co-Counsel for Appellants Long Island Lighting Company,
et al. Co-Counsel for Appellants Jersey Central Power & Light
Company, et al.

Thomas R. Slome, Esq., and Jessica G. Berman, Esq. --
jberman@msek.com -- at Meyer, Suozzi, English & Klein, P.C.,
Garden City, New York, as Co-Counsel for Appellants Jersey Central
Power & Light Company, et al.

William Douglas White, Esq. -- wdw@mccarthywhite.com -- at
McCarthy & White, PLLC, McLean, Virginia, serves as Counsel for
Appellants Potomac Electric Power Company, et al., and Counsel for
Appellant Washington Gas Light Company.

Andrew M. Genser, Esq. -- andrew.genser@kirkland.com -- Kirkland &
Ellis LLP, New York, serves as Counsel for Appellees The Great
Atlantic & Pacific Tea Company, Inc., et al.

                  About Great Atlantic & Pacific

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

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

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

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

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


BANKATLANTIC BANCORP: Files Form 10-Q, Incurs $11MM Q3 Net Loss
---------------------------------------------------------------
BankAtlantic Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $11.79 million on $33.58 million of total interest
income for the three months ended Sept. 30, 2011, compared with a
net loss of $25.18 million on $44.40 million of total interest
income for the same period during the prior year.

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

The Company also reported a net loss of $11.28 million on
$110.36 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $96.95 million on
$135.54 million of total interest income for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.74 billion in total assets, $3.73 billion in total liabilities,
and $7.12 million in total equity.

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

                        http://is.gd/lYmRJ7

                    About BankAtlantic Bancorp

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

                           *     *     *

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

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


BANKATLANTIC BANCORP: BFC Financial Owns 52.6% of Class A Shares
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, BFC Financial Corporation disclosed that it
beneficially owns 8,328,398 shares of Class A common stock of
BankAtlantic Bancorp, Inc., representing 52.6% of the shares
outstanding.  As previously reported by the TCR on June 28, 2011,
BFC Financial disclosed beneficial ownership of 41,641,986 shares
of Class A common stock or 52.6% equity stake.  A full-text copy
of the amended Schedule 13D is available for free at:

                        http://is.gd/KhYnpE

                     About BankAtlantic Bancorp

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

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

The Company also reported a net loss of $11.28 million on $110.36
million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $96.95 million on
$135.54 million of total interest income for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.74
billion in total assets, $3.73 billion in total liabilities and
$7.12 million in total equity.

                           *     *     *

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

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


BEACON POWER: Has Opposition at Tomorrow's Hearing on Cash Use
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beacon Power Corp. will be out of business if the
U.S. Energy Department succeeds with its objection to the
company's continuing use of the government's $3 million in cash
collateral.  The U.S. Bankruptcy Court in Delaware will hold a
final hearing on Nov. 18 to decide whether Beacon can use cash
representing remaining proceeds from the Energy Department's loan.
The government argues that operation of Beacon's plant results in
a $1 million monthly cash loss.  The DOE contends that the little
remaining cash can't be used for "any economically rational
purpose."

                      About Beacon Power

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

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

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

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


BEACON POWER: U.S. Energy Department Criticizes Spending Proposal
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the U.S. Department of
Energy lashed out at Massachusetts electricity-storage provider
Beacon Power Corp. over its plan to tap a $3 million pool of money
that serves as collateral for a department-backed loan.

                        About Beacon Power

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

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

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

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


BEACON POWER: Employs Miller Wachman as Auditors
------------------------------------------------
Beacon Power Corporation asks permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Miller Wachman, LLP
as auditors.

The Debtor has engaged Miller Wachman to review and audit the the
Debtor's consolidated balance sheets as of Sept. 30, 2011, and the
related consolidated statements of operations, stockholders'
equity and cash flows.

Steven Gunzberger, accountant of Miller Wachman, LLP, attests that
the firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.

The customary hourly rates, subject to periodical adjustments,
charged by Miller Wachman professionals anticipated to be assigned
to these cases are $60 to $260.

                       About Beacon Power

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

Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in
Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1
million guaranteed by the U.S. Energy Department.

Epiq Solutions LLC acts as the official claims, noticing and
balloting agent.  Potter Anderson & Corroon LLP and Brown Rudnick
LLP acts as counsel.  CRG Partners Group LLC acts as financial
advisors.

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

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


BEACON POWER: Employs Brown Rudnick as Counsel
----------------------------------------------
Beacon Power Corporation asks for permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Brown
Rudnick LLP as counsel.

Upon retention, the firm will, among other things:

   a. provide legal advice with respect to the Debtor's rights and
      duties as debtor-in-possession;

   b. prepare in behalf of the Debtor of all necessary petitions,
      applications, motions, objections, responses, answers,
      orders, reports, and other legal papers; and

   c. pursue confirmation of a plan of reorganization and
      approval of the corresponding solicitation procedures and
      disclosure statements.

William R. Baldiga, director of Brown Rudnick LLP, attests that
the firm is a "disinterested person," as that term is defined in
section 101(14) of the Bankruptcy Code.

The firm's rates are:

    Personnel                   Rates
    ---------                   -----
    Partners                   $625-$1,005
    Associates                 $375-$650
    Paraprofessional           $265-$370

                       About Beacon Power

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

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

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

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


BERNARD L. MADOFF: Trustee Pins Appellate Hopes on JPMorgan Suit
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. saw two different U.S. district judges dismiss
most of his lawsuits against JPMorgan Chase & Co., UBS AG and HSBC
Holdings Plc.

Mr. Rochelle recounts that Judges Colleen McMahon and Jed Rakoff
both ruled that Irving Picard, the trustee, doesn't have the right
to sue the banks on common-law claims that belong to customers
individually.  The Madoff trustee is deciding to make JPMorgan his
test case on appeal.

According to the report, the two judges also ruled that Mr. Picard
is precluded by the in pari delicto defense from suing a third
party that allegedly was complicit in the Madoff fraud.  The in
pari delicto defense prevents one participant in a fraud from
suing another participant.  The courts ruled it didn't matter that
Mr. Picard himself didn't commit fraud. He can't sue, the judges
said, because the trustee steps into Mr. Madoff's fraud-stained
shoes.

Mr. Picard, the report relates, voluntarily withdrew the appeal he
filed from dismissal of the HSBC suit.  The trustee is asking
permission from McMahon to appeal dismissal of most of the
JPMorgan suit.  If Mr. Picard is allowed to appeal the JPMorgan
dismissal and wins, the terms of dismissal of the HSBC suit allow
him to reinstate the appeal within a year.  Thus, Mr. Picard could
revive the HSBC suit if he prevails on the same issues in the
JPMorgan appeal.

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).

                      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.


BLACK CROW: Files Revised Plan Calling for Sale to Paul Stone
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Black Crow Media Group LLC filed a revised Chapter 11
plan Nov. 14 that needs approval before the year's end, the
company said in a court filing.

According to the report, the Plan resulted from a settlement the
bankruptcy court approved in August where Paul C. Stone purchased
the claim of Black Crow's principal antagonist, secured lender
General Electric Capital Corp.  Along with the purchase, Black
Crow agreed that Stone has a $20 million secured claim and a
$19 million unsecured claim.

The report relates that the Plan calls for Stone to make a
$2 million loan when the plan is confirmed.  In return, he will
initially have 80% of the economic rights and 49% of the equity.
During the next year, his equity interest will increase to 80%.

The Plan provides that priority tax claims will be stretched out
over five years.  General unsecured creditors with $20.7 million
in claims are in line to receive $130,000 collectively, for a
projected recovery not exceeding 1%.

                       About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.  GECC was owed $38.9 million at the outset of the
reorganization.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities as of the Chapter 11 filing.


BLUEGREEN CORP: Reports $9.5 Million Third Quarter Net Income
-------------------------------------------------------------
Bluegreen Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $9.57 million on $111.72 million of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$13.52 million on $97.87 million of revenue for the same period
during the prior year.

The Company reported a net loss of $35.87 million on
$365.67 million of revenue for the year ended Dec. 31, 2010,
compared with net income of $3.90 million on $367.36 million of
revenue during the prior year.

The Company also reported a net loss of $11.85 million on
$305.43 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $14.16 million on $276.99
million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $820.20 million in total
liabilities and $306.23 million in total shareholders' equity.

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

                         http://is.gd/CjQSck

                         About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.


BLUEGREEN CORP: Signs Definitive Merger Agreement with BFC
----------------------------------------------------------
Bluegreen Corporation entered into a definitive merger agreement
with BFC Financial Corporation which provides for a merger that
will, subject to the terms and conditions of the agreement, result
in Bluegreen becoming a wholly-owned subsidiary of BFC.

Under the terms of the agreement, which has been approved by a
special committee comprised of Bluegreen's independent directors
as well as the boards of directors of both companies, holders of
Bluegreen's Common Stock (other than BFC) will be entitled to
receive eight shares of BFC's Class A Common Stock for each share
of Bluegreen's Common Stock they hold at the effective time of the
merger.  BFC currently owns approximately 52% of Bluegreen's
Common Stock.

The consummation of the merger is subject to a number of closing
conditions, including the approval of both Bluegreen's and BFC's
shareholders and the listing of BFC's Class A Common Stock on a
national securities exchange at the effective time of the merger.
The merger agreement provides for all six of the directors of
Bluegreen who are not also directors of BFC to be appointed to
BFC's board of directors at the effective time of the merger.  The
merger agreement also contains other representations, warranties
and covenants on the part of BFC and Bluegreen which are believed
to be customary for transactions of this type.  The companies
currently expect to consummate the merger in the first half of
2012.

BFC is a diversified holding company whose principal holdings
include a controlling interest in BankAtlantic Bancorp, Inc., a
controlling interest in Bluegreen, and a non-controlling interest
in Benihana, Inc.  BFC and their affiliates have been Bluegreen
shareholders since 2002 and Alan B. Levan and John E. Abdo, who
have held the positions of Chairman and Vice Chairman of BFC, have
held the positions of Chairman and Vice Chairman of Bluegreen
since 2002.

John M. Maloney Jr., President and Chief Executive Officer of
Bluegreen, commented, "We have had a close and beneficial
relationship with BFC since April 2002, and the merger will not
have any material impact on Bluegreen's day-to-day operations.
Bluegreen will continue to provide the same high levels of
service, attention, and quality that have helped drive our growth
and evolution to date.  Above all else, we are dedicated to
providing vacation experiences, marketing and resort management
services that rank among the best in our industry."

Cassel Salpeter & Co., LLC, acted as financial advisor to the
special committee of Bluegreen's board of directors.

                      Additional Information

BFC will file with the SEC a registration statement on Form S-4,
in which a joint proxy statement/prospectus concerning the merger
will be included.  The joint proxy statement/prospectus will be
sent to the shareholders of BFC and Bluegreen, who are advised to
read the joint proxy statement/prospectus when it is finalized and
distributed because it will contain important information.
Shareholders of BFC and Bluegreen will be able to obtain a copy of
the joint proxy statement/prospectus and other relevant documents
filed with the SEC free-of-charge from the SEC?s web site at
www.sec.gov or by directing a request by mail to BFC Corporate
Secretary, 2100 West Cypress Creek Road, Fort Lauderdale, Florida
33309, or by calling 954-940-4900.

BFC, Bluegreen and certain of their directors and executive
officers may, under the rules of the SEC, be deemed to be
"participants" in the solicitation of proxies from shareholders in
connection with the merger.  Information concerning the interests
of the persons who may be considered "participants" in the
solicitation as well as additional information concerning BFC's
and Bluegreen's directors and executive officers will be set forth
in the joint proxy statement/prospectus relating to the merger.
Information concerning BFC's and Bluegreen's directors and
executive officers is also set forth in their respective filings
with the SEC.

                        About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.

The Company reported a net loss of $35.87 million on
$365.67 million of revenue for the year ended Dec. 31, 2010,
compared with net income of $3.90 million on $367.36 million of
revenue during the prior year.

The Company also reported a net loss of $11.85 million on $305.43
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $14.16 million on $276.99 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.12
billion in total assets, $820.20 million in total liabilities and
$306.23 million in total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.


BORDERS GROUP: Plan Confirmation Hearing on Set for Dec. 20
-----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved on November 14, 2011, the
Disclosure Statement explaining the First Amended Joint Plan of
Liquidation filed by Borders Group, Inc., and its debtor
affiliates and the Official Committee of Unsecured Creditors.

Judge Glenn held that the Disclosure Statement contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code to enable creditors to make an informed judgment with
respect to the Plan.

The bankruptcy judge held a hearing on November 10, 2011, to
consider adequacy of the Disclosure Statement.  On the same day,
the Plan Proponents filed with the Court an amended Disclosure
Statement.

Borders Senior Vice President for Restructuring Holly Felder
Etlin disclosed that the Debtors currently have approximately
$90 million in cash on hand as of November 10, 2011.  From this
amount, all allowed secured, administrative and priority claims
and costs of administration of the Liquidating Trustee must be
paid first.  In addition, the Debtors estimate that the range of
values of claims under Section 503(b)(9) of the Bankruptcy Code,
which are entitled to administrative priority, is $8 million to
$8.4 million.

Ms. Etlin noted that the Debtors' remaining assets to be
liquidated and their estimated recovery values are:

    Asset                          Estimated Value
    -----                          ---------------
    Certain IP addresses               $600,000
    Singapore license                  $100,000
    Kobo stock                       30,000,000

The Debtors cannot estimate any proceeds from the pursuit of
causes of action, which include avoidance actions, or any other
actions to collect accounts receivable and other claims due to
the Debtors' estates, Ms. Etlin told Judge Glenn.

Curtis R. Smith has been designated as the Liquidating Trustee.
The Liquidating Trustee will have and perform all of the duties,
responsibilities, rights and obligations set forth in the
Liquidating Trust Agreement.  The Liquidating Trustee will also
not be required to post a bond.

The Debtors have no retiree benefits within the meaning of
Section 1129(a)(13) of the Bankruptcy Code.  The Debtors' 401(K)
plans and any other pension programs, if not already cancelled or
terminated, will be cancelled or terminated prior to the
Effective Date.

For creditors under Class 3, who will have granted or are deemed
to have granted a release under the ballot, they will be granting
the Debtors and other parties a broad release of all claims.

Full-text copies of the November 10 Plan and Disclosure Statement
are available for free at:

      http://bankrupt.com/misc/Borders_Nov10Plan.pdf
      http://bankrupt.com/misc/Borders_Nov10DS.pdf

Blacklined copies of the Nov. 10 Plan and Disclosure Statement
are available for free at:

   http://bankrupt.com/misc/Borders_Nov10DS_blacklined.pdf
   http://bankrupt.com/misc/Borders_Nov10Plan_blacklined.pdf

Shortly before the Disclosure Statement hearing commenced, the
Plan Proponents filed with the Court on November 9 proposed
changes to the November 2, 2011 Disclosure Statement.  The Nov. 9
proposed modifications include: (i) the clarification that the
Liquidating Trustee may pursue, among other things, actions to
collect accounts receivable and other claims due to the Debtors'
estates; and  (ii) an amendment to the term "releasing parties"
to include any holder of a claim in Class 3 that does not vote to
accept or reject the Plan.  Full-text copies of the Nov. 2 Plan
and Disclosure Statement, as amended, are available for free at:

        http://bankrupt.com/misc/Borders_Nov2AmPlan.pdf
        http://bankrupt.com/misc/Borders_Nov2AmDS.pdf

                      Objections Overruled

Any objections to the adequacy of the information contained in
the Disclosure Statement to the extent not withdrawn or otherwise
consensually resolved are overruled, Judge Glenn ruled.

In an omnibus reply to the Disclosure Statement objections,
counsel to the Debtors, David M. Friedman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, maintained that the
Debtors believe that the Disclosure Statement contains all
necessary information to satisfy the requirements of Section 1125
of the Bankruptcy Code, and that the Plan is confirmable, fair
and in the best interests of all parties-in-interest.  He
recounted that the Disclosure Statement and Plan were filed after
months of negotiations among parties-in-interest in the Debtors'
Chapter 11 cases.

Mr. Friedman apprised Judge Glenn that the Debtors received
approximately two objections styled as objections to the approval
of the Disclosure Statement, two objections to the Plan, and one
informal objection to the Disclosure Statement and Plan.  A
summary of the Debtors' response to each of the Objections is
available for free at:

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

In an undocketed objection, Amanda L. Trippe related she is
opposed to the bankruptcy settlement of BGPIQ common stock being
considered of no monetary value once the Borders Group, Inc.
Bankruptcy case is resolved.  Ms. Trippe proposed that the
confirmation hearing should not take place before February 2012.

Mr. Friedman averred that of the four Objections, none relates to
the adequacy of the Disclosure Statement.  All of the Objections,
he pointed out, are objections to confirmation of the Plan.  The
Objections are thus premature and should not be addressed at a
hearing to consider adequacy of the Disclosure Statement, he
argued.  The Debtors further believe that the Objections should
be denied or considered at the confirmation hearing, if they are
not resolved prior to that hearing.  However, the Debtors fully
anticipate that they will resolve the issues raised by the
objectors prior to the Confirmation Hearing.

A full-text copy of the Disclosure Statement Order dated
November 14, 2011 is available for free at:

        http://bankrupt.com/misc/Borders_Nov14DSOrder.pdf

              Solicitation of Plan Votes to Commence

In light of the approval of the Disclosure Statement for the
First Amended Joint Plan of Liquidation, Judge Glenn permitted
the Debtors to commence solicitation of the Plan in accordance
with approved plan solicitation procedures and schedules.

The Court fixed November 10, 2011, as the record date for
purposes of determining which creditors are entitled to vote on
the Plan.

On or before November 16, 2011, the Debtors are directed to
distribute or cause to be distributed solicitation packages
containing a copy of (a) the notice of the confirmation hearing
and a Ballot together with a pre-addressed return envelope, or
(b) a Notice of Non-Voting Status, as applicable.

The Solicitation Packages, which will include a Ballot and a
preaddressed return envelope, will be distributed to holders, as
of the Voting Record Date, of claims in Class 3 General Unsecured
Claims.

The notices of non-voting status will be distributed to (i)
holders, as of the Record Date, of unimpaired claims in Class 1
Priority Non-Tax Claims and Class 2 Secured Claims, and (ii) all
holders, as of the Record Date, of claims or interests in
Class 4 Equity Interests and Class 5 Intercompany Claims, as
applicable, which classes are designated under the Plan as not
entitled to vote to accept or reject the Plan.

The Solicitation Packages are not required to include copies of
the Disclosure Statement or Plan, but rather the Debtors are
directed to give notice of a Web site --
www.bordersdisclosurestatement.com -- where all holders of claims
and equity interests can access copies of the Disclosure
Statement Order, the Disclosure Statement and the Plan.

The Debtors are directed to distribute, or cause to be
distributed by the Solicitation Date, a copy of the Solicitation
Order and the Confirmation Hearing Notice to the U.S. Trustee for
Region 2; the attorneys for the Official Committee of Unsecured
Creditors; the U.S. Securities and Exchange Commission; the
Internal Revenue Service; and all parties listed on the Debtors'
Case Management Order.

All Ballots must be properly executed and completed, and
delivered to the Debtors' Voting Agent, The Garden City Group,
Inc., via first class mail or via overnight courier or hand
delivery, so as to be actually received no later than December 9,
2011, at 5:00 p.m.  The Voting Agent is authorized, but not
directed, to attempt to cure invalid Ballots.

If any claimant seeks to challenge the allowance of its claim for
voting purposes in accordance with the above procedures, that
claimant is directed to serve on the Debtors and file with the
Court, on or before the 10th day after the later of (i) service
of the Confirmation Hearing Notice and (ii) service of notice of
an objection, if any, to the claim, a motion for an order
pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure temporarily allowing the claim in a different amount
for purposes of voting to accept or reject the Plan.  Any
creditor filing a motion pursuant to Rule 3018(a), the creditor's
Ballot will not be counted unless temporarily allowed by the
Court for voting purposes after notice and a hearing, prior to or
at the hearing on confirmation of the Plan.

The Debtors will file their vote certification no later than
December 14, 2011.

The Debtors will publish the Confirmation Hearing Notice on or
before November 16, 2011, in The New York Times.

                     Confirmation Hearing

The Court will convene a hearing to consider confirmation of the
Plan on December 20, 2011.

Objections, if any, to confirmation of the Plan must be in
writing; state with particularity the legal and factual basis for
the objection; and be filed with the Court, so as to be actually
received before December 14, 2011, at 4:00 p.m.

                       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: Proposes Source Interlink Settlement
---------------------------------------------------
Borders Group Inc. and its affiliates seek permission from Judge
Glenn to enter into a settlement agreement and stipulation with
Source Interlink Companies, Inc.

The Debtors previously sought to assume and amend the retail
supply agreement with Source Interlink and to pay related cure
costs.  The Debtors withdrew the Source Interlink Assumption
Motion when it became clear that they would be liquidating their
remaining business.  Accordingly, the Agreement terminated on
August 31, 2011.

Source Interlink filed Claim No. 2858 against Borders, Inc., for
$5,963,425, asserting administrative priority status under
Section 503(b)(9) of the Bankruptcy Code.  The Debtors negotiated
a reduction of the Source Interlink claim to $9,417 and agreed
that the Source Interlink Claim was entitled to administrative
priority status under Section 503(b)(9).

The Debtors and Source Interlink subsequently entered into a
settlement agreement and stipulation whereby:

(A) The Source Interlink Claim is valued at and is allowed in
     the face amount of $5,950,881, as a priority claim under
     Section 503(b)(9) against Borders, Inc.;

(B) A portion of the Allowed Source Interlink Claim in the
     amount of $746,875 will be paid upon the Court's entry of
     an order granting the Debtors' Motion, and the balance of
     the Allowed Source Claim for $5,204,006 will be paid by the
     Debtors or their successors pursuant to the terms of any
     plan or as required under any Chapter 7 liquidation, and
     will not be subject to objection, offset, reduction,
     discount, impairment or subordination.

(C) The Parties' Stipulation will resolve the Source Interlink
     Claim, and other than the Allowed Source Interlink Claim,
     any and all claims, obligations, demands or other causes of
     action between or among the Debtors and Source Interlink
     both existing before the Petition Date and arising out of
     or related to the Source Interlink Claim will be deemed
     waived, disallowed, released, discharged and expunged.  The
     Parties' Stipulation does not resolve, release or discharge
     any claims the Debtors may have under Section 547 or 550 of
     the Bankruptcy Code against Source, or any defenses Source
     may have thereto.

(D) The postpetition reconciliation between Source Interlink
     and the Debtors has already been agreed to and resolved.
     Source Interlink releases any postpetition claims against
     the Debtors, and agrees that it will not assert any
     additional claims in the Debtors' bankruptcy cases except
     as otherwise provided in the Parties' Stipulation.

The Official Committee of Unsecured Creditors appointed in these
cases supports approval of the Parties' Stipulation.

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

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

David F. Head, managing director of AlixPartners, LLP, related in
an accompanying declaration that the payment of $746,875 makes no
difference to the Debtors' estates in terms of real dollars,
because the entire Allowed Source Interlink Claim would be paid
in full under the First Amended Joint Chapter 11 Plan and Section
503(b)(9) approximately one month later anyway -- but Source
Interlink is taking a reduction for this privilege
notwithstanding.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, stresses that while litigating the Source
Interlink Claim would not be inordinately complex, the litigation
would likely be protracted, especially because it would require
discovery.  The claims reconciliation process would be delayed
pending the litigation, as key professionals' time and efforts
would be reallocated to litigating the nominal amount in dispute,
he asserts.  All stakeholders of the Debtors' estates would be
highly inconvenienced by a delay in the claims reconciliation
process, especially in light of the fact that the Debtors'
estates are liquidating, he maintains.

                       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: Resolves Random House's $37-Mil. Claim
-----------------------------------------------------
Borders Group Inc. and its affiliates and Random House, Inc.
entered into a stipulation resolving Claim No. 2585, which was
originally asserted for approximately $37,000,000.

The Debtors scheduled Random House's general unsecured claim
against Borders, Inc., for $35,414,969.  Random House filed Claim
No. 2585 against the Debtor as an unsecured non-priority claim
for $37,191,889.

To resolve their dispute, the parties stipulate that Claim No.
2585 will be deemed allowed as a general unsecured, non-priority
claim against the Debtor for $36,402,158.  The Allowed General
Unsecured Claim will not be subject to further objection,
defense, dispute, right of setoff, reduction, avoidance,
disallowed or any other defense or counterclaim without prejudice
to the Debtors' rights under Section 502(d) of the Bankruptcy
Code with respect to claims under Sections 547, 549, and 550 of
the Bankruptcy Code against Random House.

Random House or its successors will be entitled to and will
receive any and all distributions on account of the Allowed
General Unsecured Claim pursuant to any applicable order of the
Bankruptcy Court requiring or permitting those distributions, or
otherwise pursuant to any confirmed plan of reorganization or
liquidation in these Chapter 11 Cases or any applicable Chapter 7
case.

The Parties' Stipulation does not resolve, release or discharge
any claims the Debtors may have under Sections 547, 549 or 550
against Random House.

                       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)


BOSTLEMAN CORP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bostleman Corp.
        7142 Nightingale Drive
        Holland, OH 43528

Bankruptcy Case No.: 11-36081

Chapter 11 Petition Date: November 10, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Steven L Diller, Esq.
                  DILLER & RICE, LLC
                  124 E Main St.
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  E-mail: steven@drlawllc.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohnb11-36081.pdf

The petition was signed by William L. Bostleman, president.


BOZEL SA: Disclosures to Liquidating Plan Has Dec. 7 Hearing
------------------------------------------------------------
Bozel, S.A., and Bozel, LLC, have filed a proposed Joint Chapter
11 Plan of Liquidation and an explanatory Disclosure Statement.

The hearing to approve the "adequacy" of the Disclosure Statement
is scheduled for Dec. 7, 2011, at 9:30 a.m.  Responses, if any,
are due by Nov. 29, 2011.

From and after the Effective Date, the Debtors will continue in
existence for the purposes of (i) winding up their affairs as
expeditiously as reasonably possible, (ii) liquidating, by
conversion to Cash, or other methods, of any remaining Bozel S.A.
Assets or Bozel, LLC Assets, as applicable, as expeditiously as
reasonably possible, (iii) enforcing and prosecuting claims,
interests, rights and privileges of the Debtors, including,
without limitation, the prosecution of Causes of Action, (iv)
resolving Disputed Claims, (v) administering the Plan, (vi) filing
appropriate tax returns and (vii) performing all such other acts
and conditions required by and consistent with consummation of the
terms of the Plan.

Under the Plan, Allowed Administrative Expense Claims, Priority
Tax Claims, Non-Priority Tax Claims and Allowed Fee Claims are
unclassified, Unimpaired and will be satisfied in full.

The Plan cancels Intercompany Claims (Class 2) and Equity
Interests in Bozel S.A. (Class 3A) and Equity Interests in Bozel,
LLC (Class 3B).  Holders of Intercompany Claims and Equity
Interests will receive no distribution under the Plan, and are
conclusively presumed to reject the Plan.

Holders of General Unsecured Claims against Bozel S.A. (Class 1A)
and General Unsecured Claims against Bozel, LLC (Class 1B) are
Impaired under the Plan and entitled to vote.

General Unsecured Claims against Bozel S.A. in Class 1A, owed
$13,661,828, will receive a recovery of between 0.00% and 12.40%,
while General Unsecured Claims against Bozel, LLC, will receive a
recovery of between 38.64% and 100%.

A copy of the disclosure statement is available for free at:

           http://bankrupt.com/misc/bozelsa.dkt352.pdf

                         About Bozel S.A.

Bozel S.A. is a company limited by shares (a 'societe anonyme"or
('s.A.") organized under the Grand Duchy of Luxembourg, and
registered with the Luxembourg Trade and Companies Register under
the number B107769.  Bozel is a holding company which, at the time
of its Chapter 11 filing, owned substantially all of the stock in
Bozel Mineracao, S.A. (organized in Brazil) ("Bozel Brazil") and
Bozel Europe S.A.S. (organized in France) ("Bozel Europe"), and
continues to own Bozel, LLC (organized in the state of Florida).

Prior to the sale of Bozel Brazil and Bozel Europe to Japan Metals
& Chemicals, Co., Ltd. ("JMC"), Bozel S.A., through its three
operating subsidiaries on three continents, was a worldwide leader
in the sale of calcium silicon ("CaSi").  Immediately preceding
its filing for bankruptcy protection, Bozel S.A. sold over 40% of
the world's CaSi powder output.  Bozel Brazil produces primarily
CaSi and cored wire, which is an industry-preferred ingredient in
the production of high quality steel and steel alloys.  Bozel
Europe produces primarily cored wire.  Bozel, LLC, formerly
marketed and distributed in the United States the products
produced by Bozel Brazil.

Bozel S.A. is the sole member and manager of Bozel, LLC.

Bozel sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-11802) on April 6, 2010.  In its amended schedules, Bozel
disclosed US$41,134,010 in assets and US$47,365,036 in
liabilities.

Bozel, LLC, filed a separate petition for Chapter 11 (Bankr.
S.D.N.Y. Case No. 11-10033) on Jan. 10, 2011.

Allen G. Kadish, Esq., and Kaitlin R. Walsh, Esq., at Greenberg
Traurig, LLP, in New York, and Mark D. Bloom Esq., at Greenberg
Traurig, LLP, in Miami, represent the Debtors as counsel.

The two cases are jointly administered under Case No. 10-11802.


CAESARS ENTERTAINMENT: Files Form S-1 Registration Statement
------------------------------------------------------------
Ceasars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission a Form S-1 registration statement relating
to an initial public offering of the Company's common stock.
Prior to this offering, there has been no public market for the
Company's common stock.

This prospectus is not complete and may be changed.  The Company
may not sell these securities until the registration statement
filed with the SEC is effective.  This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is
not permitted.

The Company intends to apply to list its common stock on a
national securities exchange under the symbol "CZR."  The listing
is subject to approval of the Company's application.

A full-text copy of the preliminary prospectus is available for
free at http://is.gd/A06PW2

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

The Company also reported a net loss of $471.30 million on
$6.66 billion of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $629.30 million on $6.69 billion
of net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $28.86
billion in total assets, $27.62 billion in total liabilities, $36
million in redeemable non-controlling interests, and $1.20 billion
total stockholders' equity.

                          *     *      *

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

"The 'B-' corporate credit rating reflects Caesars' very weak
credit measures and our belief that prospects for a meaningful
rebound in net revenues and EBITDA in 2011 do not seem promising
given the current economic outlook," said Standard & Poor's credit
analyst Ben Bubeck in May 2011. "While several actions taken by
management have positioned the company with a moderate covenant
cushion and very limited debt maturities over the next few years,
Caesars' capacity to continue to fund operational and capital
spending needs and meet debt service obligations relies on
meaningful growth in cash flow generation over the next few
years."

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.


CAPITOL BANCORP: Files Form 10-Q, Incurs $24.7-Mil. Q3 Net Loss
---------------------------------------------------------------
Capitol Bancorp Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $24.76 million on $26 million of total interest income for the
three months ended Sept. 30, 2011, compared with a net loss of
$57.24 million on $32.38 million of total interest income for the
same period a year ago.

The Company also reported a net loss of $45.04 million on
$82.17 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $163.10 million on
$101.45 million of total interest income for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.46 billion in total assets, $2.56 billion in total liabilities,
and a $93.51 million in total deficit.

As of Sept. 30, 2011, there are several significant adverse
aspects of Capitol's consolidated financial position and results
of operations which include, but are not limited to, the
following:

   -- An equity deficit approximating $96 million;

   -- Regulatory capital classification on a consolidated basis as
      less than "adequately-capitalized" and related negative
      amounts and ratios;

   -- Numerous banking subsidiaries with regulatory capital
      classification as "undercapitalized" or 'significantly-
      undercapitalized";

   -- Certain banking subsidiaries which are generally subject to
      formal regulatory agreements have received "prompt
      corrective action" notifications and directives from the
      FDIC, which require timely action by bank management and the
      respective boards of directors to resolve regulatory capital
      ratios which result in classification as less than
     "adequately-capitalized" or to submit an acceptable capital
      restoration plan to the FDIC, and it is likely additional
      PCANs or PCADs may be issued in the future or that the
      banking subsidiaries may be unable to satisfactorily resolve
      those notices or directives;

   -- In 2010 and 2011, Capitol sold several of its banking
      subsidiaries and has other divestiture transactions pending.
      The proceeds from those divestitures have been redeployed at
      certain remaining banking subsidiaries which have
      experienced a significant erosion of capital due to
      operating losses.  While such proceeds have been a
      significant source of funds for redeployment, the
      Corporation will need to raise significant other sources of
      new capital in the future;

   -- The Corporation and substantially all of its banking
      subsidiaries are operating under various regulatory
      agreements which place a number of restrictions on them and
      impose other requirements limiting activities and requiring
      preservation of capital, improvement in regulatory capital
      measures, reduction of nonperforming assets and other
      matters for which the entities have not achieved full
      compliance;

   -- Elevated levels of nonperforming loans and other
      nonperforming assets as a percentage of consolidated loans
      and total assets, respectively; and

   -- Significant losses from continuing operations in 2011, 2010,
      2009 and 2008, resulting primarily from provisions for loan
      losses, costs associated with foreclosed properties and
      other real estate owned and, in 2010, an impairment charge
      to operations for the write-off of previously-recorded
      goodwill ($64.5 million).

The foregoing considerations raise some level of doubt as to the
Corporation's ability to continue as a going concern.

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

                        http://is.gd/P4S7rz

                    About Capitol Bancorp Limited

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

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

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

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


CARDIUM: Incurs $1.6 Million Net Loss in Third Quarter
------------------------------------------------------
For the third quarter ended Sept. 30, 2011, Cardium reported a net
loss of $1.6 million, or $0.02 per share, compared to a net loss
of $3.4 million, or $0.04 per share for the same period in 2010.
For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $5.1 million, or $0.06 per share, compared to a net
loss for the same nine-month period of $5.2 million, or $0.07 per
share for 2010.

The Company is preparing for the commercial launch of Excellagen,
which is expected to commence in the first quarter 2012.  Cardium
is in discussions with potential commercialization partners for
the sale of Excellagen in the U.S. and internationally and with
potential new collaborative partners for additional product
opportunities for the Excellagen formulation.

A full text copy of the Company's third quarter results is
available free at http://ResearchArchives.com/t/s?774b

                         About Cardium

Cardium --- http://www.cardiumthx.com/-- is focused on the
acquisition and strategic development of new and innovative bio
medical product opportunities and businesses that have the
potential to address significant unmet medical needs and definable
pathways to commercialization, partnering and other economic
monetizations.  Cardium's current investment portfolio includes
the Tissue Repair Company, Cardium Biologics, and the Company's
in-house MedPodium healthy lifestyle product platform.  The
Company's lead product candidates include Excellagen(TM) topical
gel for wound care management, and Generx(R) DNA-based angiogenic
biologic for patients with coronary artery disease.  In addition,
consistent with its capital-efficient business model, Cardium
continues to actively evaluate new technologies and business
opportunities.  In July 2009, Cardium completed the sale of its
InnerCool Therapies medical device business to Royal Philips
Electronics, the first asset monetization from the Company's
biomedical investment portfolio.


CARRIZO OIL: Moody's Assigns 'B3' Rating to Sr. Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Carrizo Oil and
Gas, Inc.'s offering of $200 million senior unsecured notes due
2018. These notes are a tack-on issuance to the existing $400
million unsecured senior notes due 2018.  Carrizo intends to use
the net proceeds from the proposed offering to repay a substantial
portion of the borrowings outstanding under its senior secured
revolving credit facility. The rating outlook is stable.

RATINGS RATIONALE

"To fund an average reserve replacement of over 600% over the last
3-years significant capital beyond internally generated funds was
required. Carrizo has exhibited the financial discipline to fund
its transition to other shales with a balanced combination of
asset sales in non-core regions, JVs to spread risk and accelerate
the recognition of proved reserves equity, long term debt issuance
and selling equity," commented Harry Schroeder Moody's Vice
President.  "Maintaining adequate available liquidity is an
essential component of its financial strategy and this $200
million issue will pay down the revolving credit facility,
restoring full availability under the revolving credit and maximum
liquidity.  It will likely issue new equity in combination with
future debt issues to maintain a balanced capital structure. This
is a key element in it maintaining its existing rating."

Carrizo's B2 CFR is supported by its success in growing reserves
and production through productive internal capital reinvestment.
Average daily production grew 25% over the first six months ending
June 30, 2011 compared to 2010 and proved developed reserves grew
20% in 2010 from 2009 levels.  One-year all sources F&D costs in
2010 were a competitive $7.10/boe and three-year F&D costs are
also favorable at $10.52/boe.  Carrizo's cost structure has
benefited from its early mover advantage in the Barnett Shale, and
it hopes to export this expertise to the other shales.  E&P Debt /
Average Daily Production quarterly was just over $30,000/bbl.

The B3 rating on the proposed $200 million senior notes reflects
both the overall probability of default of Carrizo, to which
Moody's assigns a PDR of B2, and a loss given default of LGD 5
(70%).  At 9/30/2011, Carrizo had a senior secured revolving
credit with a $340 million borrowing base ($154 million
outstanding) and a $3 million senior secured multi-currency
facility.  The remainder, $467 million, including the $400 million
note to which this is tacked-on is senior unsecured debt. This
precipitates the notching of the issue to a B3 rating.

The principal methodology used in rating Carrizo Oil and Gas, Inc.
was the Independent Exploration and Production (E&P) Industry
Rating Methodology published in December 2008. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Carrizo is based in Houston, Texas.


CARRIZO OIL: S&P Assigns 'B-' Rating to $200-Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Carrizo Oil & Gas Inc.'s (Carrizo) proposed $200 million senior
unsecured notes due 2018. "The recovery on the notes is '5',
indicating our expectation of modest (10% to 30%) recovery in the
event of a payment default," S&P related.

The exploration and production company intends to use proceeds to
refinance borrowings under its credit facility. As of Sept. 30,
2011, Houston-based Carrizo had about $624 million in balance
sheet debt.

"The 'B' rating and stable outlook on Carrizo Oil & Gas Inc.
reflect what we categorize as Carrizo's highly leveraged financial
risk profile and vulnerable business risk profile. With current
leverage of about 4.5x, Carrizo has a levered balance sheet, but
we expect this ratio to decrease to less than 4x by year-end as
the company ramps up production and converts to more liquids-rich
production. As a participant in the highly cyclical and
competitive oil and gas exploration and production (E&P) industry,
Carrizo is susceptible to commodity prices, particularly with
respect to natural gas, the company's principal product and one
that continues to suffer from weak prices. Although organic
reserve replacement has been robust over the past few years and
reserve life remains strong, Carrizo has a modest-sized reserve
and production base concentrated in a few resource plays.
(For the complete corporate credit rating rationale, see the
summary analysis on Carrizo published on Aug. 22, 2011.)," S&P
said.

Ratings List
Carrizo Oil & Gas Inc.
Corporate credit rating                     B/Stable/--

New Rating
Proposed $200 mil sr unsecd nts due 2018    B-
   Recovery rating                           5


CASCADE BANCORP: Incurs $54.4 Million Third Quarter Net Loss
------------------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $54.42 million on $16.17 million of total interest income for
the three months ended Sept. 30, 2011, compared with a net loss of
$3.43 million on $20.63 million of total interest income for the
same period during the prior year.

The Company reported a net loss of $13.65 million on
$84.98 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $114.83 million
on $106.81 million of total interest and dividend income during
the prior year.

The Company also reported a net loss of $21.36 million on
$52.18 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $15.05 million on
$65.60 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.39 billion in total assets, $1.23 billion in total liabilities,
and $158.51 million in total stockholders' equity.

Patricia L. Moss, chief executive officer commented, "Results for
the quarter represent actions taken to invest in the future of our
company.  The accomplishment of the asset sale during the quarter
has significantly reduced the Company's non-performing and
substandard loans.  While our focus on improving credit quality
continues, our bankers also are actively sourcing and prospecting
new loans.  We are committed to delivering credit to our
communities and have added experienced business and commercial
banking professionals in our regions to assist with outreach and
service.  We remain appreciative of our customers' banking
business and acknowledge that our reported core customer deposit
increase represents quality organic growth.  We continue to exceed
regulatory benchmarks for "well-capitalized" and are well
positioned to serve local businesses and neighbors to provide a
full banking relationship, including lending programs to help
build a healthy financial future."

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

                        http://is.gd/zhsi2J

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.


CATHOLIC CHURCH: Milw. Wants Until June 29 to Decide on Leases
--------------------------------------------------------------
The Archdiocese of Milwaukee asks the U.S. Bankruptcy Court for
the Eastern District of Wisconsin for a third extension of the
time within which it may assume or reject an unexpired lease of
nonresidential real property.

The Court previously gave the Archdiocese until October 31, 2011,
to assume or reject an unexpired lease of nonresidential
property.

The Archdiocese seeks an additional 90-day extension of the lease
decision period, or through and including January 29, 2012.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, informs the Court that the Archdiocese, as
lessee, pays for the upkeep, maintenance and repairs to the
buildings and grounds, as well as all utilities and supplies, in
exchange for use of the Leased Premises.  The Archdiocese, in
turn, sublets portions of the premises to other unrelated
entities, including the Milwaukee Bucks, Inc.

Due to the large number of issues in the bankruptcy proceeding,
the Archdiocese needs additional time to fully evaluate the Lease
to determine whether the assumption or rejection of the Lease is
in the best interest of the Archdiocese, the bankruptcy estate
and its creditors, Mr. Diesing contends.  He asserts that to
ascertain if the Lease is beneficial or burdensome, the
Archdiocese must consider its continuing needs and the condition
of the rental market, as well as its obligations to its tenants,
including the Milwaukee Bucks.

De Sales Preparatory Seminary, Inc. joins in the Archdiocese of
Milwaukee's request to extend the Lease Decision Period.

Mr. Diesing certified to the court that as of November 14, 2011,
no objections were filed to the Archdiocese's request.

               About the Archdiocese of Milwaukee

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

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

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

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

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

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


CATHOLIC CHURCH: Appeals Court Denies Father D's Rehearing Plea
---------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit has denied Father
D's Petition for Panel Rehearing filed on October 5, 2011.

The Appeals Court further denied Father M's motions and
alternative motions filed on October 5, 2011.  The denial is
without prejudice to Father M's bringing a motion in the district
court, under Rule 60 of the Federal Rules of Civil Procedure, for
relief from the bankruptcy court's order in light of the Appeals
Court's opinion.  The Appeals Court directs the district court to
consider and rule on any promptly filed motion before remanding
the case to the bankruptcy court.

Documents produced in discovery and filed in the bankruptcy court
contained allegations that Fathers M and D, two priests who were
not parties to the Portland Archdiocese's bankruptcy case, had
sexually abused children.  The bankruptcy court held that the
discovery documents at issue could be disclosed to the public,
because the public's interest in disclosure of these discovery
documents outweighed the priests' privacy interests under Rule
26(c) of the Federal Rules of Civil Procedure.  It also held that
the documents filed in court could be disclosed to the public
because they did not contain "scandalous" allegations for
purposes of Section 107(b) of the Bankruptcy Code.  The district
court affirmed.  The Appeals Court affirm in part and reverse in
part.

The Appeals Court affirm the bankruptcy court's ruling as to the
release of discovery documents disclosing Father M's name under
Rule 26(c), because the public's serious safety concerns cannot
be addressed if Father M's name is redacted.  However, since the
record does not reflect the existence of any similar significant
public interest that requires the disclosure of Father D's
identifying information, the Appeals Court held that Father D's
identifying information must be redacted from any discovery
documents that are released.

In addition, due to the mandatory duty to keep scandalous
material confidential at the request of a party under Section
107(b), the Appeals Court reversed the bankruptcy court's
decision to release the punitive damages memorandum and attached
documents.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for Chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  The Court approved the Debtor's
disclosure statement explaining its Second Amended Joint Plan of
Reorganization on Feb. 27, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CDC CORP: Has CRO With Most Chapter 11 Trustee Powers
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CDC Corp. has a chief restructuring officer with
almost all the powers of a Chapter 11 trustee.

The report relates that U.S. Bankruptcy Judge Paul W. Bonapfel in
Atlanta approved the appointment of Marcus A. Watson as the
restructuring officer with "complete authority in the management
of the estate."

Mr. Rochelle notes that Mr. Watson must have concurrence from the
board of directors before proposing a Chapter 11 plan, selling
property for more than $5 million, obtaining a loan secured by all
the assets, or proposing a settlement with regard to a $65.4
million judgment in favor of Evolution CDC SPV Ltd. and others.

The Chapter 11 filing in early October was intended to fend off
the Evolution judgment.

Mr. Rochelle notes that if the board refuses to allow a sale of
the assets, Judge Bonapfel directed Mr. Watson to bring the
board's action to his attention.

                       About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  The Debtor estimated
assets and debts at $100 million to $500 million as of the Chapter
11 filing.


CDC CORP: Court Approves Lamberth Cifelli as Counsel
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized CDC Corp. to employ Lamberth, Cifelli, Stokes, Ellis &
Nason, P.A., as counsel.

According to the Troubled Company Reporter on Nov. 11, 2011, as
the Debtor's counsel, Lamberth Cifelli will, among other things:

   (a) advise, assist, and represent the Debtor with respect to
       the Debtor's rights, powers, duties, and obligations in
       the administration of this case, and the collection,
       preservation, and administration of assets of the Debtor's
       estate;

   (b) advise, assist, and represent the Debtor with regard to
       any claims and causes of action which the estate may have
       against various parties including, without limitation,
       claims for preferences, fraudulent conveyances, improper
       disposal of assets, and other claims or rights to recovery
       granted to the estate; to institute appropriate
       adversary proceedings or other litigation and to represent
       the Debtor therein with regard to such claims and causes
       of action; and to advise and represent the Debtor with
       regard to the review and analysis of any legal issues
       incident to any of the foregoing;

   (c) advise, assist, and represent the Debtor with regard to
       investigation of the desirability and feasibility of the
       rejection or assumption and potential assignment of any
       executory contracts or unexpired leases, and to advise,
       assist, and represent the Debtor with regard to liens and
       encumbrances asserted against property of the estate and
       potential avoidance actions for the benefit of the estate,
       within the Debtor's rights and powers under the Bankruptcy
       Code, and the initiation and prosecution of appropriate
       proceedings in connection therewith;

   (d) advise, assist, and represent the Debtor in connection
       with all applications, motions, or complaints concerning
       reclamation, sequestration, relief from stays, disposition
       or other use of assets of the estate, and all other
       similar matters; and

   (e) advise, assist, and represent the Debtor with regard to
       the preparation, drafting, and negotiation of a plan of
       reorganization or liquidation and accompanying disclosure
       statement, or negotiation with other parties presenting
       a plan of reorganization or liquidation and accompanying
       disclosure statement; and/or to advise, assist, and
       represent the Debtor in connection with the sale or other
       disposition of any assets of the estate, including without
       limitation the investigation and analysis of the
       alternative methods of effecting same; employment of
       auctioneers, appraisers, or other persons to assist with
       regard thereto; negotiations with prospective purchasers
       and the evaluation of any offers received; the drafting of
       appropriate contracts, instruments of conveyance, and
       other documents with regard thereto; the preparation,
       filing, and service as required of appropriate motions,
       notices, and other pleadings as may be necessary to comply
       with the Bankruptcy Code with regard to all of the
       foregoing; and representation of the Debtor in connection
       with the consummation and closing of any such
       transactions.

On Oct. 3, 2011, LCSEN received $76,014.00 prior to the filing to
hold as a retainer as set forth in the Bankruptcy Rule 2014
Verification.  The source of the funds was a loan from a trust
established for the benefit of Peter Yip's spouse and his
children to Chinadotcom Finance Corporation Limited which
transferred the funds to LCSEN.  Debtor owns 100% of CDC
Strategic Corporation, which is registered in the Caymans and
owns 100% of Chinadotcom Finance Corporation Limited, which is
registered in Hong Kong.  Mr. Yip is the Debtor's Chief Executive
Officer, currently in administrative leave from that position,
and is a member of the Debtor's board of directors.

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  The Debtor estimated
assets and debts at $100 million to $500 million as of the
Chapter 11 filing.


CENTRAL FALLS, R.I.: Retirees to Investigate Pension Funds
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that retired police and firefighters from City of Central
Falls, Rhode Island, filed papers seeking authority from the
bankruptcy court to subpoena information from John Hancock
Financial Services Inc., the bankrupt city's pension fund manager.

According to the report, the retired workers said in their papers
that they have "concerns" about whether deductions from their
salaries were turned over to the pension fund as required. They
also want to learn whether money in the pension fund was "ever
improperly paid over to or diverted for the city's general fund."

The report relates that dealing with its finances in a municipal
Chapter bankruptcy, the city is in control of a receiver appointed
beforehand.  The receiver is negotiating new contracts with unions
representing city workers.  The receiver filed a proposed debt
adjustment plan for the city in September not intended to affect
bondholders.

                        About Central Falls

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

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.

The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

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

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


CHARBEL TOUFIQUE FAHED: PNC Bank Gets More Time to Answer Suit
--------------------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a stipulation and
consent order extending to Nov. 25 the deadline for PNC Bank,
National Association, to file an answer or other responsive
pleading to the lawsuit, CHARBEL TOUFIQUE FAHED, v. PNC BANK,
NATIONAL ASSOCIATION, Adv. Proc. No. 11-00745 (Bankr. D. Md.).  A
copy of the parties' stipulation dated Nov. 15 is available at
http://is.gd/Uk8xVmfrom Leagle.com.

Marc E. Shach, Esq. -- marc.shach@weinstocklegal.com -- at
Weinstock, Friedman & Friedman, P.A., in Baltimore, serves as
Counsel for PNC Bank.

Charbel Toufique Fahed filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 11-16399) on March 29, 2011.  John D. Burns, Esq., at
The Burns Law Firm, LLC, in Greenbelt, Maryland, represents
Charbel Toufique Fahed.


CHARLESTON ASSOCIATES: Plan Filing Exclusivity Until Nov. 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the exclusive periods of Charleston Associates LLC to file a plan
and solicit acceptances thereof through and including Nov. 30,
2011, and Jan. 31, 2012, respectively.

This is the Debtor's extension of the exclusivity periods.

The Debtor related that it has discussed the proposed plan with
the Debtor's principal secured lender, but it has still to obtain
the secured lender's consent to its treatment under the Plan.  The
Debtor says it is prepared to move forward with a non-consensual
plan in the unlikely event that it cannot reach an agreement.

The Debtor said it needs a period of 60 days to schedule and hold
a hearing on approval of the disclosure statement, and to solicit
acceptances of its plan.

                   About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

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 C. Gramlich,
Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Laura Davis
Jones, Esq., Bradford J. Sandler, Esq., and Kathleen P. Makowski,
Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Del.,
represents 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., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge &
Rice, PLLC, in Wilmington, Del., represents the Committee as
Delaware counsel.


CHEF SOLUTIONS: Wins Court OK to Unload Assets for $70 Million
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Gross on Tuesday gave Chef Solutions Holdings Inc. the
go-ahead to sell its assets for nearly $70 million to a joint
venture between private equity firm Mistral Capital Management LLC
and rival Reser's Fine Foods Inc.  Judge Gross signed off on the
sale at a court hearing after no other bids emerged for the
prepared foods company and an auction was canceled.

                       About Chef Solutions

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

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

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

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

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

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


CHINA DU KANG: Restates 2009 Form 10-K to Correct Errors
--------------------------------------------------------
China Du Kang Co., Ltd. filed on Nov. 2, 2011, Amendment No. 2 to
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2009.

The Company discovered that its financial statements for the years
ended Dec. 31, 2010, 2009, 2008, and the periods ended March 31,
2011, 2010, 2009; June 30, 2010, 2009, and Sept. 30, 2010, 2009,
should not be relied upon due to errors in the accounting record,
accounting treatment and insufficient recognition of related party
transactions disclosures.

The Company reported a net loss of $1.4 million on $2.0 million of
revenues for 2009, compared with a net loss of $2.3 million on
$1.1 million of revenues for 2008.

The Company's balance sheet at Dec. 31, 2009, showed $10.0 million
in total assets, $18.2 million in total liabilities, and a
stockholders' deficit of $8.2 million.

A copy of the Form 10-K/A is available for free at:

                       http://is.gd/hGrdU5

As reported in the Troubled Company Reporter on April 14, 2010,
Keith Z. Zhen, CPA, in Brooklyn, N.Y., expressed substantial doubt
about China Du Kang's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditor
noted that the Company has incurred an operating loss in 2009 and
2008 and has a working capital deficiency and a shareholders'
deficiency as of Dec. 31, 2009.

Headquartered in Xi'an, Shaanxi, in the PRC, China Du Kang Co.,
Ltd., was incorporated as U.S. Power Systems, Inc., in the State
of Nevada on Jan. 16, 1987.  The Company is principally engaged in
the business of production and distribution of distilled spirit
with the brand name of "Baishui Dukang".  The Company also
licenses the brand name to other liquor manufactures and liquor
stores.


CHIP, LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: The Chip, LLC
        21060 Centre Pointe Parkway
        Santa Clarita, CA 91350

Bankruptcy Case No.: 11-56656

Chapter 11 Petition Date: November 10, 2011

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

Judge: Peter Carroll

Debtor's Counsel: Justin S. Kline, Esq.
                  THE LAW OFFICE OF JUSTIN KLINE
                  24001 Newhall Ranch Road, Suite 211
                  Valencia, CA 91355
                  Tel: (661) 320-4476
                  Fax: (661) 320-4471
                  E-mail: justinkline@jklinelaw.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition does not contain any entry.

The petition was signed by Chip Meyer, managing member.


CL VERIFY: Chex Systems Contract Lawsuit Transferred to N.J. Court
------------------------------------------------------------------
District Judge Virginia M. Hernandez Convington granted the
request of CL Verify LLC to transfer venue to the United States
District Court for the District of New Jersey of the lawsuit, CHEX
SYSTEMS, INC., a Minnesota Corporation, Plaintiff, v. DP BUREAU,
LLC, a Florida limited liability company, and CL VERIFY, LLC, a
Florida limited liability company, Defendants; CL VERIFY, LLC,
Counterclaim Plaintiff, v. CHEX SYSTEMS, INC., Counterclaim
Defendant; and CL VERIFY, LLC, Third-Party Plaintiff, v. GUNSTER,
YOAKLEY & STEWART, P.A., DAVID M. WELLS, MARTIN ROMAIN, and MARK
O. WILHELM, II, Third-Party Defendants, No. 8:10-cv-2465-T-33MAP
(M.D. Fla.).

Chex Systems is one of the Debtors' main suppliers.

Judge Convington said the civil action is related to CL Verify and
MicroBilt Corp.'s consolidated chapter 11 case pending in the New
Jersey Bankruptcy Court.  The civil case involves issues related
to purported defaults under a CL Verify Resale Agreement between
CL Verify and Chex, as well as CL Verify's claim for injury
against Chex as a third-party beneficiary of a MicroBilt Resale
Agreement.  These matters represent the primary assets and
liabilities of the CL Verify bankruptcy estate. As such, the
claims of the civil action are within the jurisdiction of the
Bankruptcy Court and have a clear and direct impact on property of
the bankruptcy estate under 11 U.S.C. Sec. 541 and the
administration of the bankruptcy estate.

On Nov. 4, 2010, Chex filed a Complaint against CL Verify and DP
Bureau, LLC.  Chex asserts a claim against CL Verify for breach of
the CL Verify Resale Agreement with Chex based on: (i) the
Defendants' alleged failure to obtain prior written authorization
from Chex before assigning certain end user agreements to other
resellers, i.e., MicroBilt; (ii) the Defendants' alleged failure
to contribute certain information to Chex and to obtain each end
user's written consent for such data contribution; and (iii) CL
Verify's purported failure to pay outstanding invoices to Chex.

In its Counterclaim, CL Verify alleges that through a series of
corporate transactions, including a merger, CL Verify and its
subsidiary, CL Verify Credit Solutions LLC, became wholly owned
subsidiaries of MicroBilt on August 31, 2010, and that Chex began
to refuse MicroBilt's requests for "sub codes" for end users of CL
Verify and Solutions in mid-October 2010. CL Verify alleges that
such failure breached the Microbilt-Chex Resale Agreement and
damaged CL Verify and Solutions as third-party beneficiaries of
the MicroBilt Resale Agreement.  CL Verify further alleges that by
publishing information regarding the end users of CL Verify and
Solutions in connection with its Complaint, Chex has tortiously
interfered with the business relationships of CL Verify and
Solutions with their end users, violated Florida's Uniform Trade
Secrets Act, and that the violation of the UTSA was willful and
malicious.

In the Third-Party Complaint, CL Verify contends, inter alia, that
the Third-Party Defendants misappropriated the trade secret of CL
Verify and Solutions in violation of Florida's UTSA and that the
violation of the UTSA was willful and malicious.

Separately, Judge Convington denied Third-Party Defendants Martin
Romain and Mark O. Wilhelm, II's Motion for Leave to File Motion
for Sanctions Against Plaintiff CL Verify, LLC.

A copy of the Court's Nov. 10, 2011 Order is available at
http://is.gd/PooqsFfrom Leagle.com.

                      About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of $150
million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.


CLARE AT WATER TOWER: Files for Chapter 11
-------------------------------------------
Dow Jones' DBR Small Cap reports that the Clare at Water Tower has
filed for Chapter 11 bankruptcy protection under the weight of
more than $200 million in debt taken on to develop the property.
Clare at Water Tower is a continuing-care retirement community in
Chicago.


CLAIRE'S STORES: Expects to Report Sales of $356-Mil. for Q3
------------------------------------------------------------
Claire's Stores, Inc., announced selected preliminary, unaudited
financial results for the fiscal 2011 third quarter, which ended
Oct. 29, 2011.

The Company expects to report net sales of $356 million for the
2011 third quarter, an increase of $8 million, or 2.2%, compared
to the 2010 third quarter.  The increase was attributable to new
store sales and favorable foreign currency translation effect of
our foreign locations' sales, partially offset by a decrease in
same store sales and the effect of store closures.  Net sales
would have increased 0.3% excluding the impact from foreign
currency rate changes.

Consolidated same store sales decreased 2.2% in the 2011 third
quarter, consisting of a 0.8% increase in North America and a 7.1%
decrease in Europe.  The Company's consolidated month-to-date same
store sales in November are in the positive low-single digits.
However, that trend includes a benefit from Halloween falling on
the second day of the fiscal month this year.  The Company
computes same store sales on a local currency basis, which
eliminates any impact from changes in foreign exchange rates.

At Oct. 29, 2011, cash and cash equivalents were $156 million,
including restricted cash of $26 million.  The Company's Revolving
Credit Facility continued to be undrawn following the March 2011
paydown from the proceeds of the Senior Secured Second Lien Notes.
In addition, during the 2011 third quarter, the Company paid $26
million to retire $28 million of Senior Toggle Notes and $3
million of Senior Notes.

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

                        http://is.gd/VVG9vf

                       About Claire's Stores

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

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

As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores, Inc.'s senior secured bank
credit facilities to B3 from Caa1 and its Speculative Grade
Liquidity Rating to SGL-2 from SGL-3.  All other ratings were
affirmed including Claire's Caa2 Corporate Family Rating.  The
rating outlook is positive.

The Company's balance sheet at July 30, 2011, showed $2.83 billion
in total assets, $2.87 billion in total liabilities and a $40.81
million stockholders' deficit.

                          *     *     *

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

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

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending Oct. 30, 2010, Claire's debt to EBITDA was very high
at 9.3 times.


CLEMSON GRANDE: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Clemson Grande Lakefront Condominiums, LLC
        dba Campus Housing USA
        2611 Forest Drive, Suite 100
        Columbia, SC 29204

Bankruptcy Case No.: 11-07028

Chapter 11 Petition Date: November 11, 2011

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Robert A. Pohl, Esq.
                  STODGHILL LAW FIRM CHARTERED
                  201 East McBee Avenue, Suite 300A
                  Greenville, SC 29601
                  Tel: (864) 271-0966
                  Fax: (864) 770-6167
                  E-mail: rpohl@stodghill-law.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/scb11-07028.pdf

The petition was signed by Charles A. Ruff, manager.


CLIVER DEVELOPMENT: Court Approves Sender & Wasserman as Counsel
----------------------------------------------------------------

The U.S. Bankruptcy Court for the District of Colorado authorized
Cliver Development Inc. to employ Sender & Wasserman P.C. as its
counsel.

The firm is expected to, among other things:

   a. prepare on behalf of the Debtor of all necessary reports,
      orders and other legal papers required in the Chapter 11
      proceeding;

   b. perform all legal services for the Debtor as Debtor-in-
      Possession which may become necessary; and

   c. represent the Debtor in any litigation which the Debtor
      determines is in the best interest of the estate.

Sender & Wasserman, P.C., received the initial retainer at the
commencement of the employment amounting $25,000 from the Debtor.
A portion of the initial retainer equaling $2,914 was applied to
the amount owed by the Debtor for general representation and
prepetition services.

Sender & Wasserman, P.C., is holding the balance of the retainer
amounting $22,086.  The firm asserts a security interest in the
retainer from the Debtor.

In the event the case is converted to a Chapter 7 proceeding, the
security interest in the retainer may enable Sender & Wasserman to
receive payment of its fees and expenses to the extent of the
retainer while other administrative expenses remain unpaid.  Any
sums remaining at the close of the representation will be refunded
to the Debtor.

The professionals' hourly rates for the services are:

     Harvey Sender                      $425
     John B. Wasserman                  $425
     David V. Wadsworth                 $300
     David J. Warner                    $210
     Regina M. Ries                     $210
     Matthew T. Faga                    $185
     Paralegals                         $115

David V. Wadsworth, Esq., a member of Sender & Wasserman, assured
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                     About Cliver Development

Cliver Development, Inc., engages in single family homes
construction.  It was incorporated in 1999 and is based in
Edwards, Colorado.  Cliver Development filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-31857) on Sept.
14, 2011.  The Hon. Howard R. Tallman presides over the case.
David Wadsworth, Esq., and Regina Ries, Esq., at Sender &
Wasserman, P.C., serve as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $10,301,727 in assets and
$11,276,483 in liabilities as of the Petition Date.


COMMUNITY HEALTH: Moody's Assigns B3 Rating to Sr. Unsec. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 5, 85%) rating to
CHS/Community Health Systems, Inc's. (Community Health) proposed
offering of $1.0 billion of senior unsecured notes due 2019.
Moody's understands that the proceeds of the offering will be used
to repurchase up to $1.0 billion the company's existing 8.875%
senior unsecured notes due 2015. Moody's existing ratings of the
company, including the B1 Corporate Family and Probability of
Default Ratings remain unchanged. The proposed issuance is not
expected to increase Community Health's leverage while it will
improve the company's maturity profile and likely provide interest
cost savings. The ratings outlook remains negative.

Ratings assigned:

Senior unsecured notes due 2019, B3 (LGD 5, 85%)

Ratings unchanged:

Senior secured revolving credit facility expiring 2013, Ba3 (LGD
3, 32%)

Senior secured term loans due 2014, Ba3 (LGD 3, 32%)

Senior secured term loan due 2017, Ba3 (LGD 3, 32%)

8.875% senior notes due 2015, B3 (LGD 5, 85%)

Corporate Family Rating, B1

Probability of Default Rating, B1

Speculative Grade Liquidity Rating, SGL-1

RATINGS RATIONALE

The B1 Corporate Family Rating reflects Moody's expectation that
leverage will remain high and interest expense coverage will
continue to be modest. Furthermore, Moody's anticipates that the
opportunity to reduce leverage with free cash flow will be
constrained in the near term given the company's expected
investment in capital spending related to replacement hospitals
and information technology. Moody's also expects the company to
continue to actively pursue acquisitions. However, supporting the
rating is Moody's acknowledgement of Community Health's scale and
market strength, which have helped the company weather unfavorable
trends in bad debt expense and weak volumes that have been
plaguing the industry as a whole. Moody's anticipates that the
company will continue to see stable margin performance and
maintain very good liquidity.

The company's inability to continue to manage headwinds in the
industry and reach and maintain debt to EBITDA below 5.0 times
could result in a downgrade of the ratings. This could result from
declining adjusted admission trends and unfavorable reimbursement
or pricing trends impacting net revenue growth, greater than
expected increases in bad debt expense, or aggressive acquisition
activity. Additionally, a significant debt financed acquisition or
adverse developments related to ongoing investigations or
litigation could result in a downgrade of the ratings.

Given Moody's view of the continued risks facing the company, an
upgrade of the rating in the near term is not likely. However,
Moody's could upgrade the ratings if financial leverage is
materially reduced and cash flow coverage of debt metrics
improved. Specifically, if Community Health is able to generate
sustained adjusted free cash flow to debt of 5% and adjusted debt
to EBITDA below 4.0 times, Moody's could upgrade the ratings.
However, absent further clarity around the outcome of ongoing
litigation and investigations, Moody's would need to see
additional cushion in these metrics to absorb potential negative
developments.

The principal methodology used in rating CHS/Community Health
Systems, Inc. was the Global For-Profit Hospital Industry
Methodology published in September 2008. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Community Health, headquartered in Franklin, TN, is a operator of
general acute care hospitals in non-urban and mid-sized markets
throughout the US. Through its subsidiaries, Community Health
owned, leased or operated 131 hospitals in 29 states at September
30, 2011. In addition, through its subsidiary, Quorum Health
Resources, LLC, Community Health provides management and
consulting services to approximately 150 independent, non-
affiliated general acute care hospitals throughout the country.
Community Health recognized approximately $13.6 billion in revenue
for the twelve months ended September 30, 2011.


COMMUNITY HEALTH: S&P Rates $1BB Senior Unsecured Notes at 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Franklin, Tenn.-based
Community Health Systems Inc.'s proposed $1.0 billion senior
unsecured notes due 2019 its 'B' issue-level rating (one notch
lower than the 'B+' corporate credit rating on the company). "We
also assigned the notes a recovery rating of '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default. The issuer of the notes is wholly
owned subsidiary CHS/Community Health Systems Inc. The company
plans to use note proceeds to refinance existing debt," S&P
related.

"The corporate credit rating on Community Health is 'B+' and the
rating outlook is stable. The rating reflects our opinion that the
company's highly leveraged financial risk profile is tied to
acquisition activity. From a business perspective, ongoing
industry prospects include uncertain third-party reimbursement,
significant bad debt expense, and relatively weak patient volume.
We believe that Community Health's diversified hospital portfolio
and well-established positions in many of its local markets help
distribute these risks, contributing to our assessment of its
business profile as 'fair,' which is better than our view of
several rated peer companies' business risk. (For the latest
complete corporate credit rating rationale, see Standard & Poor's
research report on Community Health published Sept. 19, 2011.),"
S&P said

Ratings List

Community Health Systems Inc.
Corporate Credit Rating          B+/Stable/--

New Rating

CHS/Community Health Systems Inc.
$1B sr unsecd nts due 2019       B+
   Recovery Rating                5


CONGRESSIONAL HOTEL: CASCO Hotel Taps Sapperstein as Appraiser
--------------------------------------------------------------
CASCO Hotel Group, LLC, a debtor-affiliate of Congressional Hotel
Corp., asks the U.S. Bankruptcy Court for the District of Maryland
for permission to employ Sapperstein & Associates, LLC as
appraiser.

Sapperstein will conduct an appraisal of CASCO Hotel's fee simple
interest in that certain real property located at 1775 Rockville
Pike, Rockville, Maryland 20850 in Montgomery County, Maryland.
The property consists of a 15,873 square foot parcel of land zoned
MXCD (Mixed Use Corridor District) improved by a hotel known as
the Legacy Hotel and Meeting Centre.

The Debtor notes that an appraisal of the property is necessary to
determine the proper allocation of the proceeds of an anticipated
sale of the property by CASCO and the improvements thereon by
Congressional Hotel.

The Debtor proposes to pay Sapperstein a $5,000 fee.  The firm
also bill at a rate of $375 per hour for additional hours above
and beyond the appraisal assignment, as actual court time, if
applicable.

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

         About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  James Greenan,
Esq., at McNamee Hosea represented the Debtor in its restructuring
efforts.  The 2009 petition estimated the Debtor's assets and
debts from $10 million to $50 million.  The case was dismissed on
May 18, 2011, at the request of creditor Mervis Diamond Corp.  But
a resolution couldn't be confirmed with Mervis Diamond and other
creditors, prompting Congressional Hotel to seek Chapter 11
protection again.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Congressional Hotel because an
insufficient number of persons holding unsecured claims against
the Debtor expressed interest in serving on a committee.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


CONGRESSIONAL HOTEL: Taps Molinaro Koger as Real Estate Broker
--------------------------------------------------------------
Congressional Hotel Corporation and CASCO Hotel Group, LLC, ask
the U.S. Bankruptcy Court for the District of Maryland for
permission to employ Molinaro Koger as exclusive real estate
broker.

On Oct. 15, 2011, the Debtors requested for an order establishing,
inter alia, bidding procedures in connection with the sale of
substantially all of the Debtors' assets free and clear of liens,
claims, encumbrances and other interests.  The sale motion and the
procedures motion are pending before the Court.

The Debtors propose to pay the broker for its services a
commission, if earned in accordance with the conditions of the
agreement, equal to $300,000 (reduced by a service fee of $35,000
that was paid by the principals of CHC to Mr. Koger in the 2009
CHC Bankruptcy Case.  For the avoidance of doubt, the commission
due Mr. Koger is $265,000.

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

         About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  James Greenan,
Esq., at McNamee Hosea represented the Debtor in its restructuring
efforts.  The 2009 petition estimated the Debtor's assets and
debts from $10 million to $50 million.  The case was dismissed on
May 18, 2011, at the request of creditor Mervis Diamond Corp.  But
a resolution couldn't be confirmed with Mervis Diamond and other
creditors, prompting Congressional Hotel to seek Chapter 11
protection again.

The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Congressional Hotel because an
insufficient number of persons holding unsecured claims against
the Debtor expressed interest in serving on a committee.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


CORROZI-FOUNTAINVIEW: Files New Schedules of Assets & Debts
-----------------------------------------------------------
Corrozi-Fountainview LLC filed its schedules of assets and
liabilities in the U.S. Bankruptcy Court for the District of
Maryland, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $15,315,000
  B. Personal Property              $647,545
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,297,382
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $208,237
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,774,339
                                ------------     ------------
        TOTAL                    $15,962,545      $15,279,958

The previous schedules disclosed assets of $15,962,545 and
liabilities of $15,234,278.

                    About Corrozi-Fountainview

Wilmington, Delaware-based Corrozi-Fountainview, LLC, a single
asset real estate, filed for Chapter 11 protection (Bankr. D. Del.
Case No. 10-11090) on March 31, 2010.  Cross & Simon LLC
represents the Debtor as its as counsel.


COUNTRYSIDE VILLAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Countryside Village Condominium Association, Inc.
        c/o Morvalue Management Corp.
          dba Countryside Village Condominium Association, Inc., a
              Florida Not For Profit Corporation
              and Countryside Village Condominium Association,
              Inc., a Florida Not for Profit Corporation
              as Class Representative of All Unit Owners
              Concerning Matters of Common Interest,
              In Proportion to Their Respective Interests.
        6625 Miami Lakes Drive #429
        Miami Lakes, FL 33014

Bankruptcy Case No.: 11-41298

Chapter 11 Petition Date: November 10, 2011

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

Judge: Laurel M. Isicoff

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU, P.A.
                  2385 NW Executive Center Drive, #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.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/flsb11-41298.pdf

The petition was signed by P. Michael Hanes, manager/agent.


CRAFTMADE INT'L: Litex Industries Extends Cash Tender Offer
-----------------------------------------------------------
Litex Industries, Limited, is extending its previously announced
cash tender offer, through its subsidiary Litex Acquisition #1,
LLC, for all of the outstanding shares of Craftmade International,
Inc. because all of the conditions of the tender offer have not
been satisfied including specifically, but not necessarily limited
to, the condition regarding waiver of Craftmade's Shareholder
Rights Plan because of the following:

Craftmade has, in a shareholder lawsuit filed in Delaware, been
ordered by the Delaware Court  to keep the Shareholder Rights Plan
in place until Craftmade has published certain supplemental
disclosures.

Craftmade published a press release containing the supplemental
disclosures required by the Court Order on Nov. 11, 2011, and
posted those materials on its OTCQX Web site on that same day.

The Court Order requires that, once the supplemental disclosures
are published, Craftmade's shareholders must be allowed a
reasonable time to review and evaluate the amended and corrected
information contained in the supplemental disclosures before any
closing on the tender offer can occur.

Litex's tender offer was previously set to expire at 5:00 P.M.,
New York City time, on Nov. 15, 2011. The tender offer for US
$4.25 per share was made on October 14, 2011, and on that same
date, the Board of Directors of Craftmade recommended that
stockholders accept this cash tender offer.

So that the Court Order requirements and the conditions of the
tender offer can be satisfied, the tender offer will now expire at
5:00 P.M., New York City time, on Nov. 29, 2011, unless extended.
As of 4:00 P.M., New York City time on Nov. 15, 2011,
approximately 4,488,620 shares (78.0%) of Craftmade common stock
had been tendered to Litex which already owned 826,393 shares
(14.5%) of Craftmade common stock.  This extension will also
necessarily revise the date on which Litex may withdraw its cash
tender offer.

Stockholders who have not yet tendered their shares are urged to
tender their shares.

Regarding the extension, Litex will promptly notify the
stockholders, brokers, dealers, commercial banks, trust companies,
and other nominees who are actual holders of the shares of
Craftmade of this amendment to its tender offer documents.
Stockholders should read the tender offer documents, as amended,
as they contain important information about the tender offer.

Litex Acquisition #1, LLC, a wholly owned subsidiary of Litex
Industries, Limited, has offered to purchase for cash all of the
outstanding shares of common stock (including the associated
Series A Preferred stock purchase rights) of Craftmade
International, Inc. at a purchase price of $4.25 per share.  The
Board of Directors of Craftmade has previously recommended that
stockholders accept this cash tender offer. Unless extended, the
tender offer is scheduled to expire at 5:00 P.M., New York City
time, on Nov. 29, 2011.

Stifel, Nicolaus & Company, Incorporated is acting as dealer
manager, Greenberg Traurig, LLP as legal counsel, and Morrow &
Co., LLC as information agent in connection with the tender offer.

                          About Craftmade

Founded in 1985, Craftmade International, Inc. --
http://www.craftmade.com/-- is engaged in the design,
manufacturing, distribution and marketing of a broad range of home
decor products, including proprietary ceiling fans, lighting
products and outdoor furniture.  The Company distributes its
premium products through a network of independent showrooms and
mass retail customers through its headquarters and distribution
facility in Coppell, Texas and manufacturing plant in Owosso,
Michigan.


CRICK ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Crick Enterprises, Inc.
        fdba Crick Enterprises, LLC
        dba Interstate Truck and Trailer Repair, LLC
        3390 W. Andrew Johnson Hwy.
        Greeneville, TN 37743

Bankruptcy Case No.: 11-52513

Chapter 11 Petition Date: November 10, 2011

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

Judge: Marcia Phillips Parsons

Debtor's Counsel: Russell Veldman, Esq.
                  THE VELDMAN LAW FIRM
                  790 G'Fellers Road
                  Chuckey, TN 37641
                  Tel: (423) 257-8904
                  E-mail: rveldman1@aol.com

Scheduled Assets: $1,381,435

Scheduled Debts: $1,137,083

A copy of the list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tneb11-52513.pdf

The petition was signed by Ryan L. Crick, president.


CROW PARTNERS: Taps Commercial Properties as Leasing Agents
-----------------------------------------------------------
Crow Partners LLC, and Central Building, LLC, ask the U.S.
Bankruptcy Court for the District of Arizona for permission to
employ Commercial Properties Incorporated, also known as J & J
Commercial Properties, Inc., to obtain tenants and lease space at
the Camelback & Dysart Shopping Center in Litchfield Park,
Arizona.

The Debtors related that the agreement provides that CPI:

   -- will be the exclusive leasing agent for CBC as it
   relates to Camelback & Dysart;

   -- will receive 6% of the lease consideration in years one
   through five of the agreement;

   -- will receive 3% of the lease consideration in years six
   through ten; and 1% of the lease consideration in year eleven
   and going forward.

In return, CPI will use its commercially reasonable efforts to
find tenants for Camelback & Dysart; will notify CBC of any
submitted offers; will show the property to prospective tenants;
will have the right to place suitable marketing signs at Camelback
& Dysart; and will have the right to make property information
publicly available for the purpose of obtaining tenants.

                      About Central Building

Orinda, California-based Central Building LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.
Its wholly owned subsidiary, Crow Partners LLC, filed a separate
petition (Bankr. D. Ariz. Case No. 11-27946), estimating under
$1 million in assets and debts.  The case is jointly administered
with Crow Partners.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.  Central Building disclosed
$22,913,866 in assets and $19,372,542 in liabilities.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  The petition was signed by Neal Smither,
member.


CROW PARTNERS: Vertical Asset Approved to Manage Shopping Center
----------------------------------------------------------------
The Hon. Redfield T. Baum of authorized Crow Partners LLC and
Central Building, LLC, to employ Vertical Asset Management, Inc.,
to manage and operate the Camelback & Dysart Shopping Center in
Litchfield Park, Arizona, shopping center, owned by Central
Building.

The Camelback & Dysart had been managed by Champion Partners.  The
Debtors determined to replace Champion Partners given an issues
regarding whether Champion Partners is disinterested.

Pursuant to the agreement, starting Nov. 1, 2011, Vertical will be
the exclusive agent for CBC, and will receive 3% of gross income
or $2,500) per month, whichever is greater, and reimbursement of
administrative expenses.  Further, Vertical will receive a one-
time set-up fee of $1,000.

In return, Vertical will:

   -- collect rents, charges or other income from tenants of
   Camelback & Dysart;

   -- supervise maintenance and repair of Camelback & Dysart;

   -- maintain the accounting management reporting system to
   account for transactions regarding Camelback & Dysart; and

   -- otherwise manage the properties, including the leasing of
   space and renewal of leases.

Mark Villalpando, president of Vertical, assured the Court that
Vertical is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Central Building

Orinda, California-based Central Building LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.
Its wholly owned subsidiary, Crow Partners LLC, filed a separate
petition (Bankr. D. Ariz. Case No. 11-27946), listing under
$1 million in assets and debts.  The case is jointly administered
with Crow Partners.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.  Central Building disclosed
$22,913,866 in assets and $19,372,542 in liabilities.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  The petition was signed by Neal Smither,
member.


CUMULUS MEDIA: Reports $59.5 Million Net Income in 3rd Quarter
--------------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $59.53 million on $132.30 million of net revenues for the three
months ended Sept. 30, 2011, compared with net income of
$9.73 million on $67.45 million of net revenues for the same
period during the prior year.

The Company also reported net income of $76.99 million on
$259.34 million of net revenues for the nine months ended
Sept. 30, 2011, compared with net income of $21.89 million on
$193.55 million of net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$4.07 billion in total assets, $3.65 billion in total liabilities,
$110.93 million in total redeemable preferred stock, and
$306.39 million in total stockholders' equity.

Lew Dickey, Chairman & CEO stated, "In third quarter, we closed
two major acquisitions for a total of $3.1 billion.  Acquiring
both CMP and Citadel was truly transformative for our company.  We
now own and operate approximately 570 stations in 120 cities in
addition to a fully-distributed content network serving over 4500
affiliates nationwide.  The attendant financings associated with
these transactions enabled us to accretively increase our equity
capital base six-fold while extending the maturities of our credit
agreements.  We now have a true national platform with a large and
liquid market capitalization and a flexible, covenant-light debt
complex that is designed to optimize free cash flow and de-risk
the equity.  Our team is making excellent progress on the Citadel
integration and is energized by the upside potential of our newly
transformed platform."

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

                        http://is.gd/joVIk4

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

                          *     *     *

Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to 'B1' from 'Caa1' due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


DELTATHREE INC: Arie Rand to Resign as CFO and Treasurer
--------------------------------------------------------
Arie Rand tendered his resignation as Chief Financial Officer and
Treasurer of deltathree, Inc., to pursue other opportunities.  The
resignation will be effective Jan. 13, 2012.  The Company has
begun searching for another person who can carry out Mr. Rand's
duties and responsibilities.

                         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.

The Company reported a net loss of $2.5 million on $14.2 million
of revenue for 2010, compared with a net loss of $3.2 million on
$19.0 million of revenue for 2009.

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.


DIPPIN' DOTS: Lender Pushes Ice Cream Maker to Sell Itself
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that Dippin' Dots Inc.'s biggest
lender has moved to block the financially drained ice cream maker
from spending the pool of money that backs its $11.1 million loan
-- unless company executives agree to put the business up for
sale.

                    About Dippin' Dots

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky, Todd A. Farmer,
Esq. at Farmer & Wright, PLLC at Paducah, Kentucky serves as
counsel to the Debtor.  The Debtor estimated up to
$20,233,130 in assets and up to $20,233,130.  The petition was
signed by Curt Jones, president.


DPAC TECHNOLOGIES: Suspending Filing of Reports with SEC
--------------------------------------------------------
DT Sale Corp., formerly DPAC Technologies Corp., filed a Form 15
notifying of its suspension of its duty under Section 15(d) to
file reports required by Section 13(a) of the Securities Exchange
Act of 1934 with respect to its common stock, no par value per
shares; common stock purchase warrants, expiring Jan. 21, 1989;
units, each Unit consisting of two shares of common stock and one
warrant.  Pursuant to Rule 12h-3, the Company is suspending
reporting because there are currently less than 300 holders of
record of the common shares and Units.

As of Nov. 14, 2011, there were 209 holders of common stock and no
holder of Common Stock Purchase Warrants and Units.

                       About DPAC Technologies

Hudson, Ohio-based DPAC Technologies Corp. (OTC QB: DPAC)
-- http://www.quatech.com/-- through its wholly owned subsidiary,
Quatech, Inc., designs, manufactures, and sells device
connectivity and device networking solutions for a broad market.
Quatech sells its products through a global network of
distributors, system integrators, value added resellers, and
original equipment manufacturers.  The Company sells to customers
in both domestic and foreign markets.

DPAC, together with its wholly owned subsidiary Quatech, Inc., on
Aug. 3, 2011, entered into an Asset Purchase Agreement with B&B
Electronics Manufacturing Company and its wholly owned subsidiary,
Q-Tech Acquisition, LLC.  The Asset Purchase Agreement provides
for the sale of substantially all of the assets of Quatech for
$10.5 million in cash.  In connection with the Asset Purchase
Agreement, each of Fifth Third Bank, N.A., and the State of Ohio,
as lenders to DPAC and Quatech, entered into forbearance
agreements with DPAC and Quatech, pursuant to which each consented
to DPAC and Quatech entering into the Asset Purchase Agreement and
agreed to forbear from exercising certain rights under their
respective loan agreement with DPAC and Quatech until the closing
has occurred or the Asset Purchase Agreement has terminated.

The Company's balance sheet at June 30, 2011, showed $9.69 million
in total assets, $7.20 million in total liabilities and $2.48
million in total stockholders' equity.

The Company said certain conditions exist that raise substantial
doubt about its ability to continue as a going concern.  These
conditions include recent operating losses, deficit working
capital balances and the inherent risk in extending or refinancing
the Company's bank line of credit, which matures on Sept. 5, 2011.

As reported by the TCR on May 24, 2011, Maloney + Novotny in
Cleveland, Ohio, expressed substantial doubt about DPAC
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
of the Company's continued operating losses, deficit working
capital balances and the inherent risk in extending or refinancing
its bank line of credit, which matures on May 31, 2011.


DULCES ARBOR: Hires Law Firm to Investigate Largest Creditor
------------------------------------------------------------
Dulces Arbor, S. De R.L. De C.V., has sought and obtained
permission form the U.S. bankruptcy Court for the Western District
of Texas to expand the scope of David Pierce, Esq. and his law
firm Pierce & Little to include appearance as necessary, to bring
to light the facts of the Debtor's post dealing with Maple
Commercial Finance Corp., the largest creditor in the Chapter 11
case.

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

Maple Commercial said in open court that it was withdrawing its
objection, without prejudice, based upon the circumstances that
there is no active proceeding in which PIERCE is currently
representing any members of the Ducorsky family (Raymond, Mark,
Brad, or Norma) or Blueberry Sales, LP, each of whom is an insider
and creditor in this case.

DULCE ABNOR, through is counsel in the main case, consented on the
record that the objection could be re-asserted if Pierce resume ot
took up anew any representation of any of the Ducorskys or
Bluberry Sales LP.

The Court accordingly allows the withdrawal of the MAPLE
Objection, without prejudice to refilling if PIERCE resumes or
takes up anew any representation of any of the Ducorskys or
Bluberry Sales LP.

                         About Dulces Arbor

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

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

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


DYNEGY INC: Debtors Propose to Pay Prepetition Taxes
----------------------------------------------------
Dynegy Holdings, LLC, and its debtor affiliates ask Judge Morris
for the entry of an interim order granting them authority to pay
certain sales and use taxes and up to $105,000 in certain business
license fees.  The Debtors also seek court authority to pay to
state and local taxing authorities amounts due and obligations
subsequently determined upon audit to be owed during the
postpetition period, as and when they become due.

The Debtors estimate that the total amount of prepetition Taxes
and Assessments owing to the various Taxing Authorities will not
exceed approximately $1,205,000.

                      Taxes and Assessments

Each of the Taxes and Assessments incurred by the Debtors can be
classified according to the following categories: (a) Sales and
Use Taxes; (b) Real and Personal Property Taxes; and (c) Other
Taxes, including Fuel Taxes, Franchise Taxes and Business License
Fees.

    A. Sales and Use Taxes

In certain instances during the ordinary course of their
businesses, the Debtors collect sales taxes from their customers
in connection with the sale of energy and periodically remit them
to the applicable Taxing Authority.

The Debtors also incur use taxes in connection with their power
generation business activities, like when the Debtors purchase
tangible personal property and certain services, including power
generation-related equipment.  These Use Taxes arise when the
Debtors purchase such items or services from a vendor who is not
registered to collect sales taxes for the state in which the
property is delivered, or the services are provided.  In this
circumstance, those vendors are not obligated to charge or remit
Sales Taxes.

Nevertheless, under the state laws governing Use Taxes, the
Debtors, as purchasers, are obligated to self-assess and pay the
Use Taxes, when applicable, to New York State.  The Debtors
estimate that in the aggregate, as of the Petition Date,
approximately $1,000 in prepetition Sales Taxes and Use Taxes
have accrued, but have not yet been paid.

While the current estimate is based on a good faith assessment of
amounts due on a prepetition basis, because of audit rights,
there is a possibility that one or more of the various Taxing
Authorities may determine at some later date that the Debtors owe
additional prepetition Sales Taxes and/or Use Taxes.  The Debtors
seek authority to pay any other undisputed amounts that are later
determined to be due and owing on a postpetition basis.

    B. Property Taxes

The Debtors own certain real and personal property located in the
jurisdictions in which they operate.  The Debtors' real and
personal property is subject to State and local property taxes.

The Debtors estimate that, as of the Petition Date, approximately
$168,000 in Property Taxes have accrued, but have not yet been
paid.  To the extent any further Property Taxes need to be paid,
the Debtors seek authority to pay all Property Taxes as they come
due in the ordinary course of business during the transition
period.

    C. Other Taxes

Certain Taxing Authorities impose a tax on the Debtors for their
use of petroleum, coal, natural gas and certain other
hydrocarbons in connection with their generation of power.  The
Debtors also pay franchise taxes to certain Taxing Authorities to
operate or otherwise do business in the applicable taxing
jurisdiction.  While the Debtors are generally current with
respect to the Franchise Taxes, they estimate that they may owe
approximately $5,000 with respect to the Franchise Taxes incurred
prior to the Petition Date.

Due to the nature of the Debtors' businesses, the federal
government, as well as various municipal and county governments,
requires the Debtors to obtain permits or other business licenses
and pay fees associated with those permits or licenses to conduct
operations in their jurisdiction.  The Debtors estimate that the
amounts owed with respect to the Business License Fees related to
the periods prior to the Petition Date are approximately
$957,170.

The Debtors further ask the Court to authorize and direct the
Banks to receive, honor, process, and pay, to the extent of funds
on deposit, any and all checks or electronic transfers requested
or to be requested by the Debtors relating to Taxes and
Assessments, including those checks or electronic transfers that
have not cleared the Banks as of the Petition Date, without the
need for further bankruptcy court approval.

The Debtors also seek authority to replace any prepetition checks
or electronic transfers relating to the Taxes and Assessments
that may be dishonored or rejected.  Each of the checks or
electronic transfers can be readily identified as relating
directly to the authorized payment of the Taxes and Assessments.
The Debtors believe that prepetition checks and electronic
transfers, other than those for the Taxes and Assessments, or
those authorized by another order of the Court, will not be
honored inadvertently.  The Debtors also ask that the Banks be
authorized and directed to rely on the representations of the
Debtors as to which checks and electronic transfers are in
payment of the Taxes and Assessments.

                          *     *     *

Judge Morris authorized the Debtors to pay prepetition sales tax,
use tax, and up to $105,000 in certain business licenses to all
taxing authorities where they are owed.

A hearing to consider final approval of the request will be held
on Dec. 2, 2011, at 10:00 a.m.  Objections are due Nov. 23.

                        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 to Deem Utilities Adequately Assured
-------------------------------------------------------------
In connection with the operation of their businesses and
management of their properties, Dynegy Holdings, LLC, and its
debtor affiliates incur utility expenses in the ordinary course of
business for, among other things, water, sewer service,
electricity, telephone service, data service and other similar
services.

The Debtors relate that on a monthly basis, they spend
approximately $275,000 for various Utility Services.  These
Utility Services are provided by approximately five Utility
Providers located in the State of New York, with certain of these
Utility Providers having multiple accounts with the Debtors.  A
non-exhaustive list of these Utility Providers is available for
free at http://bankrupt.com/misc/Dyngy_Utilities.pdf

By this Motion, the Debtors ask the Court to enter an interim
order prohibiting the utility providers from altering, refusing
or discontinuing service to the Debtors and deem the Utility
Providers adequately assured of future performance.  The Debtors
also seek the Court's authority to establish procedures for
resolving requests for additional adequate assurance of future
payment and authorizing the Debtors to provide adequate assurance
of future payment to the Utility Providers.

Section 366 of the Bankruptcy Code prohibits utilities from
altering, refusing, or discontinuing service to a debtor for the
first 20 days of a bankruptcy case.  However, pursuant to Section
366(c)(2) of the Bankruptcy Code, in a Chapter 11 context, a
utility provider may refuse or discontinue service to a debtor
after the first 30 days if the debtor has not furnished the
utility provider with adequate assurance of future payment.

Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York, tells
the Court that the Debtors intend to pay all postpetition
obligations owed to the Utility Providers in a timely manner,
consistent with the ordinary course of operating their
businesses.  However, to provide adequate assurance of payment
for future services to the Utility Providers, the Debtors propose
to deposit an initial 50% of their estimated average monthly cost
of Utility Services, into an interest-bearing, newly-created,
segregated account within 20 days of the Petition Date, pending
further order of the Court.  Given that the Debtors' approximate
monthly spending on Utility Services is $275,000, the Debtors
propose that the Adequate Assurance Deposit be approximately
$138,000.

The Debtors further propose to maintain the Adequate Assurance
Account with a minimum balance equal to 50% of their estimated
average monthly cost of Utility Services through the final
hearing on the Motion.  Thereafter, the Debtors propose to adjust
the amount in the Adequate Assurance Account to reflect these
factors:

  * the termination of Utility Services by the Debtors
    regardless of any Additional Assurance Requests,

  * agreements with the Utility Providers, and

  * deductions for any amount expended on Utility Services from
    Utility Providers that hold postpetition deposits or other
    security from the Debtors for the Utility Services.

These adjustments will permit the Debtors to maintain the
Adequate Assurance Account with an amount that consistently
provides the Utility Providers that do not otherwise hold
deposits or security for their Utility Services with a half-
monthly deposit on account of the services, Ms. Mullen relates.
She contends that the Adequate Assurance Deposit, taken together
with the facts and circumstances of the Debtors' Chapter 11
cases, constitutes sufficient adequate assurance to the Utility
Providers.  However, she notes that, if any Utility Provider
asserts that adequate assurance is required beyond the
protections, the provider must ask for assurance pursuant to
these procedures:

  a) The Debtors will serve a copy of this Motion, together with
     the proposed Final Order, which includes the proposed
     procedures, on each Utility Provider within three business
     days after entry of an interim order by the Court.

  b) If a Utility Provider is not satisfied with the Adequate
     Assurance Deposit provided by the Debtors, the Utility
     Provider must serve a request for additional adequate
     assurance so that it is received by the Debtors at the
     following address: Sidley Austin LLP, 787 Seventh Avenue,
     New York, NY 10019, Attn: Brian J. Lohan and Sophia P.
     Mullen.

  c) Any Additional Assurance Request must (i) be in writing;
     (ii) set forth the location(s) for which Utility Services
     are provided; (iii) include a summary of the Debtors'
     payment history relevant to the affected account(s),
     including any security deposits; and (iv) set forth why the
     Utility Provider believes that the Proposed Adequate
     Assurance is not sufficient additional adequate assurance
     of future payment.

  d) Without further order of the Court, the Debtors may enter
     into agreements granting additional adequate assurance to a
     Utility Provider serving an Additional Assurance Request,
     if the Debtors, in their discretion, determine that the
     Additional Assurance Request is reasonable.

  e) If the Debtors determine that the Additional Assurance
     Request is not reasonable and are not able to reach an
     alternative resolution with the Utility Provider, the
     Debtors will ask for a hearing before the Court within a
     reasonable time after receipt of the Additional Assurance
     Request to determine the adequacy of assurance of payment
     with respect to a particular Utility Provider pursuant to
     Section 366(c)(3) of the Bankruptcy Code.  The hearing will
     be without prejudice to the right of any Utility Provider
     to seek relief separately under Section 366(c)(3) of the
     Bankruptcy Code.

  f) Pending resolution of the dispute at the Determination
     Hearing, the relevant Utility Provider will be restrained
     from altering, refusing, or discontinuing service to the
     Debtors on account of unpaid charges for prepetition
     services or on account of any objections to the Proposed
     Adequate Assurance.

  g) The Adequate Assurance Deposit shall be deemed adequate
     assurance of payment for any Utility Provider that fails to
     make an Additional Assurance Request.

The Debtors ask that a Final Hearing on their request be held
within 25 days of the Petition Date to ensure that, if a Utility
Provider argues that it can unilaterally refuse service to any of
the Debtors on the 31st day after the Petition Date, they will
have the opportunity, to the extent necessary, to request that
the Court make the modifications to the Adequate Assurance
Procedures in time to avoid any potential termination of Utility
Services.

Ms. Mullen asserts that the adequate assurance proposed to be
provided by the Debtors in the Motion is sufficient to give the
Utility Providers ample assurance of payment.  The facts and
circumstances surrounding the Debtors demonstrate that they
operate a prominent and well established business with ample
liquidity to allow them to honor their postpetition obligations
to the Utility Providers.

Ms. Mullen notes that to bolster the Utility Providers' assurance
of payment even further, the Debtors propose to make the Adequate
Assurance Deposit, the initial amount of which will equal 50% of
their average monthly expenditures for all Utility Services, into
an interest-bearing, newly-created, segregated account for the
express purposes of providing adequate assurance to the Utility
Providers.

"This segregated fund will provide concrete assurance of the
Debtors' payment of their future obligations to the Utility
Providers.  That assurance alone satisfies Section 366 of the
Bankruptcy Code's requirement for adequate assurance of payment,"
Ms. Mullen says.

Ms. Mullen further argues that uninterrupted Utility Services are
essential to the Debtors' operation.  She says that a disruption
of the Utility Services at the Leased Facilities would likely be
costly to the Debtors and harmful to their businesses, as the
Debtors would be forced from the outset of these Chapter 11 cases
to focus on finding replacement Utility Providers and services to
avoid disruption to the Leased Facilities during the transition
period.  Moreover, the business disruption that would likely
result from interruption of the Utility Services would almost
certainly adversely affect the Debtors' business efforts, to the
detriment of their estates, creditors and employees.

                         *     *     *

On an interim basis, the Court authorized the Debtors to pay on a
timely basis and in accordance with their prepetition practices,
all undisputed invoices for postpetition Utility Services.

The Debtors will, on or before 20 days after the Petition Date,
deposit a sum equal to 50% of the Debtors' estimated average
monthly cost of Utility Services into an interest-bearing, newly-
created, segregated account, pending further order of the Court,
for the purpose of providing each Utility Provider adequate
assurance of payment of its postpetition Utility Services to the
Debtors.  Through the date that a Final Order approving the
Motion is entered, the Adequate Assurance Account will be
maintained with a minimum balance equal to 50% of the Debtors'
estimated average monthly cost of Utility Services.

Pending the Final Hearing on the Motion, all Utility Providers
are prohibited from altering, refusing, or discontinuing Utility
Services to, or discriminating against, the Debtors on account of
the commencement of these chapter 11 cases or any unpaid prepaid
charges.

The Final Hearing will be held on December 2, 2011 at 10:00 a.m.
Eastern Time; and any objections to entry of an order will be in
writing, filed with the Court so as to be received no later than
5:00 p.m. Eastern Time on November 23, 2011.

                        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: Schedules Deadline Extended Until Dec. 22
-----------------------------------------------------
The bankruptcy court has granted a 31-day extension of the Dynegy
Holdings, LLC, and its debtor affiliates' deadline to file its
schedules of assets and liabilities and statements of financial
affairs until December 22, 2011.

The extension is without prejudice to the Debtors' right to seek
further extensions of the deadline to file their Schedules and
Statements.

                        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 Propose EPIQ as Administrative Agent
--------------------------------------------------------
Dynegy Holdings, LLC, and its debtor affiliates ask the bankruptcy
court for authority to employ Epiq Bankruptcy Solutions LLC as
administrative agent nunc pro tunc to the Petition Date.

The Debtors seek to retain Epiq to:

  a. assist with, among other things, solicitation, balloting
     and tabulation and calculation of votes, as well as
     prepare any appropriate reports, as required in
     furtherance of confirmation of a plan of reorganization;

  b. generate an official ballot certification and testify,
     if necessary, in support of the ballot tabulation results;

  c. gather data in conjunction with the preparation, and
     assist with the preparation, of the Debtors' schedules of
     assets and liabilities and statements of financial affairs;

  d. generate, provide and assist with claims reports,
     claims objections, exhibits, claims reconciliation, and
     related matters;

  e. provide a confidential data room;

  f. provide a call center or other creditor hotline,
     respond to creditor inquiries via telephone, letter,
     e-mail, facsimile or otherwise, as appropriate, and related
     services;

  g. manage and coordinate the publication of legal notices,
     as requested;

  h. manage any distributions pursuant to a confirmed plan of
     reorganization; and

  i. provide other claims processing, noticing, solicitation,
     balloting and other administrative services.

In addition to Epiq's regular service fee, the Debtors will
reimburse Epiq's necessary out-of-pocket expenses.  A copy of
Epiq's pricing schedule is available for free at:

       http://bankrupt.com/misc/Dyngy_Epiq_PriceSked2.pdf

As part of the overall compensation payable to Epiq, the Debtors
have agreed to certain indemnification obligations.  The Debtors
will indemnify, defend and hold Epiq, its affiliates, parent and
each such entity's officers, members, directors, agents,
representatives, managers, consultants and employees harmless
under certain circumstances specified in the Retention Agreement,
except in circumstances resulting solely from Epiq's gross
negligence or willful misconduct.3 Both the Debtors and Epiq
believe that the provisions are customary and reasonable for
administrative agents in Chapter 11 cases and for the Services.

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

                        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)


EAST HARLEM: Wins OK to Employ Lamonica Herbst as Attorneys
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized East Harlem Property Holdings, LP, to employ Lamonica
Herbst & Maniscalco, LLP, as its counsel.  The Debtor has selected
Lamonica Herbst because it has considerable experience in matters
of this nature.

As counsel, Lamonica Herbst will:

   (a) provide legal advice with respect to the Debtor's powers
       and duties as debtor-in-possession in accordance with the
       provisions of the Bankruptcy Code and in the continued
       operation of the Debtor's business and the management of
       its property;

   (b) prepare, on behalf of the Debtor, all necessary
       schedules, applications, motions, answers, orders, reports,
       adversary proceedings and other legal documents required by
       the Bankruptcy Code and Federal Rules of Bankruptcy
       Procedure;

   (c) perform all other legal services for the Debtor that may
       be necessary in connection with the Debtor's attempt to
       reorganize its affairs under the Bankruptcy Code; and

   (d) assist the Debtor in the development and implementation of
       a plan of reorganization.

Prior to the Petition Date, the Debtor paid Lamonica Herbst a
retainer of $40,000, plus an additional $1,039 which is the filing
fee required by the Court.

The Debtor assures the Court that Lamonica Herbst is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         About East Harlem

East Harlem Property Holdings, LP, filed for Chapter 11 relief
(Bankr. S.D.N.Y. Case No. 11-14368) on Sept. 15, 2011.  Judge
James M. Peck presides over the bankruptcy case.  Adam P. Wofse,
Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh, New York,
represents the Debtor as counsel.  In its petition, the Debtor
listed assets of between $100 million and $500 million and debts
of between $10 million and $50 million.  The petition was signed
by Linda Greenfield, vice president of Harlem Housing, LLC, sole
and managing member of East Harlem GP, LLC, general partner.


EDWARD DEETS: Court OKs Jeffrey Servin as Attorney
--------------------------------------------------
Deets Holding Company, Inc. sought and obtained permission from
the Bankruptcy Court for the Middle District of Pennsylvania to
employ Jeffrey D. Servin, Esq., as its general bankruptcy counsel
to aid in the completion of the necessary legal work associated
with its bankruptcy case.

The Debtor proposes to pay Mr. Servin based on his customary
hourly rate which is presently at $275.  The Debtor also agrees to
reimburse Mr. Servin for his expenses.

The Debtor provided Mr. Servin a retainer of $12,500, plus a
$1,000 advance for filing fees, prior to the Petition Date.

Mountain Top, Pa.-based Edward Deets Holding Company, Inc., filed
for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 11-06869) on
Oct. 6, 2011.  The Debtor estimated assets of $10 million to $50
million and estimated debts of $1 million to $10 million.  The
petition was signed by Edward Deets, president.


ELJAH, INC.: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Eljah, Inc.
        7350 Oakman
        Dearborn, MI 48126

Bankruptcy Case No.: 11-69195

Chapter 11 Petition Date: November 10, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

Estimated Assets: $00,001 to $1,000,000

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

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

The petition was signed by Hussein Saab, president.


ENNIS COMMERCIAL: Files Plan to Pay Unsecureds in Five Years
------------------------------------------------------------
Terence J. Long, Chapter 11 Trustee for the bankruptcy estate of
Ben A. Ennis, and debtor Ennis Commercial Properties have filed a
proposed Joint Plan Of Reorganization and an explanatory
Disclosure Statement.

The Plan essentially employs a two-pronged approach for
administering properties owned by Debtor.  In general terms, the
Plan provides that Debtor will attempt to market all of the
properties held by Debtor or an entity controlled by Debtor.  If a
property can be sold for an amount that will provide a return to
creditors that is greater than creditors would receive from five
years of the net income from operating the property, then the
property will be sold and the net income realized from the sale
will be paid to creditors.  Otherwise, each property will be
operated for five years and all of the net income generated from
each property will be paid to unsecured creditors.

The Plan established two oversight committees who will oversee and
make decision regarding properties and property values: the ECP
Committee will oversee the properties owned before confirmation by
ECP, and the Ennis Committee which will oversee the properties
owned before confirmation by Ben Ennis or an entity controlled by
Ennis (other than ECP).

The Plan in effect substantively consolidates both Ben Ennis and
ECP with Ben Ennis being the surviving and Reorganized Debtor.

Terence J. Long will serve as the trustee for the Reorganized
Debtor and disbursing agent for the Reorganized Debtors until
Debtor's discharge is entered.

Pursuant to the Plan, Class 4.1 ECP General Unsecured Claims will
be paid all of the Net Income and sales proceeds from ECP
properties.

Class 5.1 Ennis General Unsecured Claims will be paid all of the
Net Income and sales proceeds from Ennis properties.

A copy of the Disclosure Statement dated Oct. 19, 2011, is
available for free at:

       http://bankrupt.com/misc/enniscommercial.oct19DS.pdf

                      About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC's
business consists of acquiring raw land and building commercial
developments.  The Company then either operates or sells the
commercial buildings comprising the commercial development.

ECP is owned by Ben Ennis, Brian Ennis and Pamela Ennis, in equal
shares.  On Sept. 20, 2010, Pam Ennis and Brian Ennis transferred
all of their ownership interests in ECP to Ben Ennis.  ECP filed
for Chapter 11 bankruptcy protection on March 16, 2010 (Bankr.
E.D. Calif. Case No. 10-12709).

Peter L. Fear, Esq., and Gabriel J. Waddell, Esq., at the Law
Offices of Peter L. Fear, in Fresno, Calif., represent the Debtor
as counsel.   No creditors committee has been formed in this case.
In its schedules, the Debtor disclosed $40,878,319 in assets and
$43,922,485 in liabilities.

Ben Ennis filed a voluntary petition under Chapter 11 (Bankr. E.D.
Calif. Case No. 10-62315) on Oct. 25, 2010.

On May 25, 2011, Terence Long was appointed as Chapter 11 Trustee
in the Benn Ennis bankruptcy.  The Trustee thus stands in the
shoes of Ben Ennis.  Consequently, the Trustee holds all of the
membership interests in ECP and controls it accordingly.

Justin D. Harris, Esq., at Motschiedler, Michaelides, Wishon,
Brewer & Ryan, LLP, in Fresno, Calif., represent Terence Long,
Chapter 11 Trustee, as counsel.


ENNSTONE INC: Phoenix Capital Advised Sale to Bardon
----------------------------------------------------
Phoenix Capital Resources acted as the exclusive financial advisor
to Ennstone, Inc. in conjunction with its acquisition by Bardon,
Inc., d/b/a Aggregate Industries Management, Inc., a subsidiary of
publicly-traded Holcim Ltd.  The specific terms of the transaction
are undisclosed.

Phoenix Capital Resources was engaged by Ennstone to explore
strategic alternatives, including a potential sale of the Company.
Ennstone was seeking a liquidity event after outperforming its
restructuring plan following its emergence from Chapter 11
bankruptcy protection in March of 2010.  The transaction was led
by Michael E. Jacoby, Adam S. Cook and Donald J. Cunningham.

"As with most special situations transactions, the process was
challenging at times, but a successful outcome was achieved for
Ennstone's constituents and for Aggregate Industries, alike," said
Adam Cook, Managing Director and Head of Investment Banking at
Phoenix Capital Resources.

                       About Phoenix Capital

For over 25 years, Phoenix Capital Resources --
http://www.phoenixmanagement.com/-- has provided smarter,
operationally focused solutions for middle market companies in
transition.  Phoenix Capital Resources provides seamless
investment banking solutions including M&A advisory, complex
restructurings and capital placements.  Phoenix Management
Services provides turnaround, crisis and interim management,
specialized advisory and operational due diligence services for
both distressed and growth oriented companies.

                        About Ennstone Inc.

Ennstone Inc. is the U.S. unit of U.K. based Ennstone plc.

Ennstone plc is engaged in the production of construction
materials.  The Company, through its subsidiaries, is involved in
quarrying, production and sale of aggregates, and related
activities.  In the United Kingdom, it has three trading
subsidiaries: Ennstone Johnston, which operates throughout the
Midlands and East Anglia with seven quarries, two of which are
sand and gravel units, eight asphalt plants, five concrete plants
and three contracting operations; Ennstone Thistle, which operates
north of the central belt in Scotland with 16 operational
quarries, two sand and gravel units, 11 asphalt plants, 21
concrete plants and four contracting operations, and Ennstone
Concrete Products, which operates from three locations in England,
and has the customer base mainly in the drainage, water utilities,
rail and construction sector. In July 2007, it acquired Keplinger
Lime Co. Inc. In January 2008, it acquired the ready mixed
concrete and surfacing business of TSL Contractors Limited.

Ennstone Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Va. Case No. 09-31204) on Feb. 24, 2009, estimating assets of less
than $50 million on debts exceeding $50 million.

The Debtor's counsel is:

         David I. Swan, Esq.
         dswan@mcguirewoods.com
         McGuire Woods LLP
         1750 Tysons Blvd. Suite 1800
         McLean, VA 22102
         Tel: (703) 712-5365


EVERGREEN SOLAR: Committee Retains Kramer Levin as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Evergreen Solar,
Inc. seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to retain Kramer Levin Naftalis & Frankel LLP
as counsel, effective as of Aug. 26, 2011.

Kramer Levin is expected to render legal services as the
Creditors' Committee may consider desirable to discharge its
responsibilities and further the interests of the Committee's
constituents in this case.  In addition to acting as primary
spokesman for the Creditors' Committee, the Firm's services will
include, without limitation, assisting, advising and representing
the Committee in matters, including:

     * The administration of this case and the exercise of
       oversight with respect to the Debtor's affairs, including
       all issues in connection with the Debtor, the Committee,
       and the Chapter 11 case;

     * The negotiation, formulation, drafting, and confirmation
       of a plan or plans of reorganization and related matters,
       including the negotiation of any Section 363 sales of any
       of the Debtor's assets;

     * Investigation, if any, as the Committee may desire,
       concerning, among others, the assets, liabilities,
       financial condition, sale of any of the Debtor's
       businesses, and operating issues that may be relevant to
       the case; and

     * The performance of all of the Committee's duties and
       powers under the Bankruptcy Code and the Bankruptcy Rules,
       and the performance of other services as are in the
       interests of those represented by the Committee.

Kramer Levin will be paid in accordance with its standard billing
practices for services rendered and reimbursed for expenses
incurred on behalf of the Creditors' Committee.  It is anticipated
that the Firm's team and hourly billing rates will include:

          Thomas Moers Mayer, partner           $975
          Partners, Associates           $470 - $775

The Creditors' Committee believes that Kramer Levin does not hold
or represent any interest adverse to the Committee in the matters
for which it is to be retained and that the Firm is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.

                      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.


FALLS AT TOWNE: U.S. Trustee Balks at Dismissal, Wants Ch. 7
------------------------------------------------------------
Habbo G. Fokkena, U.S. Trustee for Region 12, filed with the U.S.
Bankruptcy Court for the District of Minnesota its objection to
the motion to dismiss the Chapter 11 case of The Falls at Towne
Crossing, LLC.  In the alternative, the U.S. Trustee requests that
the case is converted to Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Oct. 26, 2011, the
Debtor and lender Broadstone Towne Crossing Property Owner LLC,
reached agreement on resolution of the lender's motions for (I)
relief from the automatic stay; and (ii) a finding that Geneva
Multi-Family Exchange XIV, LLC, and The Falls at Towne Crossing
LLC are single asset real estate debtors; and (ii) a motion to
dismiss the cases.

According to the U.S. Trustee, the Debtor's case must be converted
because the Debtor has failed to comply with the U.S. Code and
Federal Rules of Bankruptcy Procedure with regard to paying fees
and submitting reports.  The Debtor must not be permitted to
dismiss its case without demonstrating that it complied with its
Chapter 11 duties.  If the Debtor cannot so demonstrate, the Court
must convert the case and permit a chapter 7 trustee to review the
matter.

The U.S. Trustee notes:

   -- Since the case was filed, the Debtor has failed to provide
any reporting to the U.S. Trustee. Since the debtor has
represented for a considerable period that it would seek
dismissal, the U.S. Trustee has requested that the Debtor submit
at least a monthly receipt and disbursement report.  At this time,
the Debtor has failed to submit any information for August and
September.  In addition, the U.S. Trustee will require reporting
for October through the date of dismissal or conversion of the
case.

   -- The Debtor has failed to pay third quarterly fees.  Since
the U.S. Trustee does not have any reporting information, the U.S.
Trustee has estimated the fees owed at $1,625 (based on the July
disbursement information that was provided).  The U.S. Trustee
will also be owed for the fourth quarter of 2011.

The U.S. Trustee is Represented by:

         Sarah J. Wencil, Esq., trial attorney
         Office of U.S. Trustee
         1015 United States Courthouse
         300 South Fourth Street
         Minneapolis, MN 55415
         Tel: (612) 334-1350

               About The Falls at Towne Crossing and
                 Geneva Multi-Family Exchange XIV

Geneva Multi-Family Exchange XIV, LLC, owns the 336-unit Falls at
Towne Crossing apartment project in Mansfield, Texas.  Geneva
Multi-Family Exchange XIV and affiliate The Falls at Towne
Crossing, LLC, c/o Exchange Realty Inc., based in Minneapolis,
Minnesota, filed separate Chapter 11 bankruptcy petitions (Bankr.
D. Minn. Case Nos. 11-44562 and 11-44563) on July 5, 2011.  Judge
Dennis D. O'Brien presides over the case.

Geneva Multi-Family Exchange XIV LLC disclosed $25.5 million in
assets and $24.3 million in debts in its petition.  The Falls at
Towne Crossing estimated assets and debts of $10 million to
$50 million.  The petitions were signed by Duane H. Lund, chief
manager.

Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman &
Tansey, at Minneapolis, Minnesota, represents the Debtor as
counsel.

As reported in the TCR on Sept. 14, 2011, the U.S. Bankruptcy
Court for the District of Minnesota dismissed on Aug. 22, 2011,
the Chapter 11 case of Geneva Multi-Family Exchange XIV, LLC.  Any
proof of claim filed in the Debtor's case will be deemed filed in
the case of The Falls at Towne Crossing, LLC, Case No. 11-44563
without further action by the claim holder.


FANNIE MAE: To Remain in the Doldrums for Much Longer
-----------------------------------------------------
According to the Bedford Report, it was yet another disappointing
quarter for Fannie Mae and Freddie Mac.  The two mortgage giants
continue to pile up losses as low mortgage rates reduced profits
and declining home prices caused more defaults on loans it had
guaranteed.  When property values drop, homeowners are more likely
to default, either because they are unable to afford the payments
or because they owe more than the property is worth.  Because of
the guarantees, Fannie and Freddie must pay for the losses. T he
Bedford Report examines the outlook for companies in the Mortgage
Investment Industry and provides research reports on Fannie Mae
FNMA -2.69% and Freddie Mac FMCC -3.59%. Access to the full
company reports can be found at:

   http: http://www.bedfordreport.com/FNMA
         http://www.bedfordreport.com/FMCC

Last week Fannie Mae asked the federal government for the $7.8
billion bailout to fund its $7.6 billion third quarter loss.
Taxpayers have already given $169 billion to rescue Fannie and
Freddie -- the most expensive bailout of the 2008 financial crisis
-- and the government estimate aid could reach to $220 billion by
2014, according to the AP.

Despite the challenges, Fannie Mae President and CEO Michael
Williams argues that the company is "making progress."  Fannie's
rate of homeowners who are late on their monthly mortgage payments
by 90 days or more has decreased each quarter since the beginning
of 2010.

The Bedford Report releases investment research on the Mortgage
Investment Industry so investors can stay ahead of the crowd and
make the best investment decisions to maximize their returns.

Fannie's request for more assistance comes a mere two weeks after
federal officials claimed Fannie and are Freddie are unlikely to
need any more taxpayer money and will soon start paying back their
loans.  Fannie and Freddie must pay a hefty 10 percent dividend on
money they borrow from taxpayers.  This has led to a somewhat
counterintuitive situation in which Fannie and Freddie must borrow
money from taxpayers to pay taxpayers back.

The Obama administration and Republicans have said flatly that
they want to get rid of the companies.  It should be "clear to
everyone at this point" that the firms "will not be able to earn
their way back to a condition that allows them to emerge" from
government ownership, said Edward DeMarco, the acting director of
the Federal Housing Finance Agency, in a speech this fall.


FIBERTOWER: Misses Nov. 15 Interest Payment on 9.00% 2012 Notes
---------------------------------------------------------------
FiberTower had elected not to make the $1.3 million semi-annual
interest payment due on Nov. 15, 2011, with respect to its 9.00%
Convertible Senior Secured Notes Due 2012.  The indenture
governing the 2012 Notes provides that the failure to make such
payment constitutes an event of default after a 30-day cure
period.  This missed interest payment will not trigger any
significant cross-default provisions associated with other
outstanding FiberTower debt prior to the expiration of the cure
period.  During such cure period, FiberTower will continue to
evaluate different options to manage its debt load.

Additionally, on Nov. 14, 2011, the Company's Chairman of the
Board, John Kelly and another Board member, Phil Kelley, resigned
from the Company's board of directors; on Nov. 15, 2011, another
director, Randall Hack, resigned from the Company's board of
directors.  These resignations were effective immediately and were
not the result of a disagreement with FiberTower on any matter
relating to FiberTower's operations, policies or practices.

FiberTower has also determined that material impairment charges
relating to its long-lived assets and FCC licenses will be
required under generally accepted accounting principles as a
result of events occurring in the quarter ended Sept. 30, 2011.

As a result of continued customer early service terminations
experienced in the quarter ended Sept. 30, 2011, the Company's
decisions to limit investment in its legacy network, and the
Company's estimates of future cash flows expected to be generated
by its network as compared to its carrying value, FiberTower
determined that its network equipment and construction-in-progress
were impaired.  Accordingly, during the third quarter of 2011,
FiberTower conducted an evaluation to quantify the level of
impairment.  Although the Company has not been able to finalize
the quantification of the impairment charges relating to its
network equipment and construction-in-progress, the Company
estimates the impairment charges for these assets in order to
reduce network equipment and construction-in-progress to their
fair value and as calculated in accordance with GAAP, to be in the
range of $150 to $170 million in the third quarter of 2011.

At Dec. 31, 2010, and through June 30, 2011, FiberTower's FCC
Licenses had a carrying value of $287.5 million.  Changing
patterns in customer demand that contributed to the early contract
terminations discussed above indicated the potential for changes
in the manner in which the Company's FCC license spectrum can be
favorably deployed.  Accordingly, during the third quarter of
2011, FiberTower conducted an assessment of the fair value of its
FCC licenses and concluded that the fair value of its FCC licenses
was less than its carrying value.  Although the Company has not
been able to finalize the quantification of the impairment charges
relating to its FCC licenses, the Company estimates the impairment
charges for these assets, as calculated in accordance with GAAP,
to be in the range of $158 to $170 million in the third quarter of
2011, which would reduce the carrying value of the Company's FCC
licenses to somewhere in the range of $87 to $129 million at
Sept. 30, 2011.

                      Inability to File 10-Q

As previously announced, FiberTower filed a Notification of Late
Filing, or Form 12b-25, with the Securities and Exchange
Commission with regard to its third quarter 2011 Form 10-Q report.
This allowed the Company an additional five calendar days to file
the Form 10-Q, which was otherwise due on Nov. 9, 2011, and which
expired on Nov. 14, 2011.  The Company continues to be unable to
file its Form 10-Q for the quarter ended September 30, 2011, as a
result of its inability to quantify the impairment charges
discussed above.

                        Notice from Nasdaq

FiberTower also announced that it received a letter from the
Nasdaq Stock Market (Nasdaq) on Nov. 15, 2011 stating that it
failed to timely file its quarterly report on Form 10-Q for the
period ended Sept. 30, 2011, and as a result, no longer complies
with the rules required for continued listing on Nasdaq under
Nasdaq Listing Rule 5250(c)(1).  FiberTower was provided with an
initial period of 60 calendar days during which to submit a plan
to regain compliance, and if Nasdaq accepts FiberTower's plan,
they may grant an extension of 180 calendar days, during which
FiberTower can regain compliance.  If FiberTower does not regain
compliance, the Nasdaq staff will provide written notice that
FiberTower's common stock is subject to delisting.

                          About FiberTower

FiberTower -- http://www.fibertower.com/-- is a backhaul and
access services provider focused primarily on the wireless carrier
market.  With its extensive spectrum footprint in 24 GHz and 39
GHz bands, carrier-class fiber and microwave networks in 13 major
markets and master service agreements with nine U.S. wireless
carriers, FiberTower is an alternative carrier for wireless
backhaul.  FiberTower also provides backhaul and access service to
government and enterprise markets.


FILENE'S BASEMENT: Begins Going-Out-of-Business Sale
----------------------------------------------------
A huge going-out-of-business sale begins, Nov. 16, 2011 at 19
SYMS, 14 Filene's Basement and 6 combined store locations in 12
states and the District of Columbia.  As the holiday season
approaches, discounts up to 30% off the lowest ticketed price will
be offered on all merchandise at every location.

Incredible values can be found on over $100 million worth of
inventory, including men's and women's business attire,
sportswear, outerwear and children's apparel, many carrying famous
name designer labels.  A large selection of accessories, toys,
gifts and more is also offered at savings up to 30%.  In
conjunction with the inventory sale, SYMS and Filene's Basement
will be selling all store furniture, fixtures and equipment,
including shelving, apparel racks, lighting, chairs, tables and
more.

Marcy Syms, CEO of SYMS Corp., stated, "My father used to say 'an
educated consumer is our best customer'.  As we mark the end of an
era for these two retail chains, I encourage all of our loyal
customers to take advantage of this one-time opportunity to find
exceptional discounts on all merchandise as the holiday season
begins."

Both SYMS and Filene's Basement gift cards will be honored
throughout the sale. All sales made on or after Nov. 16 are final.
Returns made on any merchandise purchased prior to November 16,
2011 will be handled in compliance with existing return policy for
SYMS and Filene's Basement.

The going-out-of-business sales were approved by the U.S.
Bankruptcy Court in the District of Delaware in connection with
bankruptcy petitions filed by SYMS and Filene's Basement and are
being managed by a joint venture between Gordon Brothers Group,
LLC and Hilco Merchant Resources, LLC.  A spokesperson for the
joint venture said, "We expect this will be a short sale as
consumers get a jump on their holiday shopping.  Those who act
quickly will have the best opportunity to take advantage of
terrific values and choose from the broadest product selection."

Syms Corp. was founded by Sy Syms in 1959.  Filene's Basement
traces its roots back to 1909 and founder William Filene. SYMS
acquired assets of Filene's Basement, Inc., which had filed for
bankruptcy, in a bankruptcy auction in 2009.  Syms Corp. and
Filene's Basement, LLC collectively own and operate 46 "off-price"
apparel stores (7 of which are already in the process of closing)
located predominantly on the east coast of the United States under
the "SYMS" name (which, together with co-branded SYMS/Filene's
Basement stores, are owned and operated by Syms Corp.) and the
"Filene's Basement" name (which are owned and operated by Filene's
Basement, LLC).

                    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 disclosed $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%.


FILENE'S BASEMENT: Syms Equity Committee Named
----------------------------------------------
Dow Jones' DBR Small Cap reports that the official creditors
committee named in the Syms Corp. Chapter 11 case hasn't decided
what, if anything, to do about the official shareholders committee
federal bankruptcy watchdogs appointed.

As reported in the Troubled Company Reporter on Nov. 15, 2011, Dow
Jones' DBR Small Cap said that federal bankruptcy monitors
are scouting for shareholders willing to serve on an official
committee representing equity stakeholders in the bankruptcy
liquidation of cut-rate clothiers Filene's Basement and Syms.

                    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%.


FILENE'S BASEMENT: Creditors Object to Second Agency Agreement
--------------------------------------------------------------
BankruptcyData.com reports that Syms Corp.'s official committee of
unsecured creditors filed with the U.S. Bankruptcy Court an
objection to the Debtors' motion to enter into a second agency
agreement with a joint venture of Gordon Brothers Retail Partners
and Hilco Merchant Resources authorizing the agent to sell certain
assets, consisting of merchandise and owned furniture, fixtures
and equipment at the Debtors' respective stores through store
closing sales and further authorizing the Debtors to abandon
unsold merchandise and furniture, fixtures and equipment after
conclusion of the sale.

The committee asserts, ". . . the potential value of the winning
bid to the Debtors estates will likely be significantly less than
advertised due to a number of problematic provisions contained in
the agency agreement. These unnecessary provisions have the
potential to significantly reduce the estates' anticipated
recovery and increase its expense burden."

Meanwhile, Lance Duroni at Bankruptcy Law360 reports that U.S.
Bankruptcy Judge Kevin J. Carey on Tuesday cleared Syms and
Filene's Basement to conduct going-out-of-business sales at the
clothing retailers' 46 stores and use the proceeds to pay off $31
million in secured debt.

Judge Carey said at a court hearing that he would sign off on the
agreement with the liquidators -- Hilco Merchant Resources LLC and
Gordon Brothers Retail Partners LLC -- after the Debtors amend the
order to reflect the resolution of objections from unsecured
creditors, Law360 relates.

                      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%.


FIRST DATA: Amends $3 Billion Senior Notes Exchange Offer
---------------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to Form S-4 registration statement
relating to the Company's offer to exchange $3,000,000,000
aggregate principal amount of its 12.625% Senior Notes due 2021
which have been registered under the Securities Act of 1933, as
amended, for any and all of its outstanding unregistered 12.625%
Senior Notes due 2021.

The exchange notes may be sold in the over-the-counter market, in
negotiated transactions or through a combination of those methods.
The Company does not plan to list the exchange notes on a national
market.

The Company amended the Registration Statement as may be necessary
to delay its effective date until the Company will file a further
amendment which specifically states that this Registration
Statement will thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until
the Registration Statement will become effective as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may
determine.

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

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss $846.90 million on $10.38 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.01 billion on $9.31 billion of revenue during the prior
year.

The Company also reported a net loss of $322.50 million on
$8.02 billion of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $717 million on $7.65 billion of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $36.54
billion in total assets, $32.94 billion in total liabilities,
$45.90 million in redeemable noncontrolling interest and $3.55
billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.

Standard & Poor's Ratings Services in December 2010 assigned its
'B-' issue rating with a '5' recovery rating to First Data Corp.'s
(B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due
2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due
2022, and $3 billion 12.625% unsecured cash-pay notes due 2021.
The '5' recovery rating indicates lenders can expect modest (10%-
30%) recovery in the event of payment default.  Under S&P's
default analysis, there is insufficient collateral to fully cover
First Data's first-lien debt.  As a result, the remaining value of
the company (generated by non-U.S. assets and not pledged) would
be shared pari passu among the uncovered portion of first-lien
debt, new second-lien debt, and new and existing unsecured debt.


FIRST SECURITY: Incurs $6.4 Million Third Quarter Net Loss
----------------------------------------------------------
First Security Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $6.48 million on $10.33 million of total interest
income for the three months ended Sept. 30, 2011, compared with a
net loss of $29.77 million on $13.20 million of total interest
income for the same period a year ago.

The Company reported a net loss of $44.34 million on
$54.91 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $33.45 million on
$64.00 million of total interest income during the prior year.

The Company also reported a net loss of $14.53 million on
$32.85 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $33.01 million on
$42.53 million of total interest income for the same period during
the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.04 billion in total liabilities,
and $78.04 million in total stockholders' equity.

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

                       http://is.gd/3OhVyp

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

On Sept. 7, 2010, the Company entered into a Written Agreement
with the Federal Reserve Bank of Atlanta, the Company's primary
regulator, which prohibits the Company from declaring or paying
dividends without prior written consent of the Federal Reserve.
The Company is also prohibited from taking dividends, or any other
form of payment representing a reduction of capital, from the Bank
without prior written consent.

The Company is also required, within 60 days of the Agreement, to
submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company and the Bank.

On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary,
consented and agreed to the issuance of a Consent Order by the
Office of the Comptroller of the Currency (OCC).  Pursuant to that
Consent Order, within 120 days of the effective date of the Order,
the Bank is required to achieve and thereafter maintain total
capital at least equal to 13% of risk-weighted assets and
Tier 1 capital at least equal to 9% of adjusted total
assets.

As of Sept. 30, 2010, the first financial reporting period
subsequent to the 120 day requirement, the Bank's total capital to
risk-weighted assets was 12.93% and the Tier 1 capital to
adjusted total assets was 7.43%.  The Bank has notified the
OCC of the non-compliance.

Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred losses from operations for the past two
years.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

According to the Company, its ability to continue as a going
concern is contingent upon its ability to devise and successfully
execute a management plan to develop profitable operations,
satisfy the requirements of the regulatory actions, and lower the
level of problem assets to an acceptable level.


FIRSTGOLD CORPORATION: Ends E. Klepfer and AMPWFL Services
----------------------------------------------------------
Firstgold Corp. has entered into stipulations with (i) Eric
Kelpfer as operations manager and (ii) Allison, MacKenzie,
Pavlakis, Wrigth & Fagan Ltd. as special counsel to the Operations
Manager, terminating their services.

A prior order of the U.S. Bankruptcy Court for the District of
Nevada provides that the power and authority of the Operations
Manager would terminate upon the transfer, by sale or otherwise,
of all or substantially all of the Debtor's operating assets to a
third party or at the sole discretion of the Lenders -- Platinum
Long Term Growth, LLC and Lakewood Group, LLC.

On Dec. 17, 2010, the Court approved the sale of substantially all
of the operating assets of the Debtor.

According to the Debtor, the services of Mr. Klepfer as Operations
Manager are no longer necessary.  Mr. Klepfer will be relieved of
his duties as Operations Manager, but will retain authority to
execute further documents necessary to carry out the terms of the
Sale Order and associated purchase agreements.

The scope of the Special Counsel's appointment has also been
completed.  Allison MacKenzie is relieved and terminated as
special counsel for the Operations Manager of the Debtor.

The Sales Order also provides that $15,000 would be payable to the
U.S. Trustee's office as payment for the trustee's fees associated
with the sale of the assets.  Nonetheless, the actual trustee's
fees incurred as a result of the sale is $4,875.  Thus, the
payment would be reduced to $4,875, with the remainder of the
$15,000 to be distributed pursuant to the distribution schedule in
the Sales Order.

                   About Firstgold Corporation

Lovelock, Nevada-based Firstgold Corp. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-50215) on
Jan. 27, 2010.  Stephen R. Harris, Esq., at Belding, Harris &
Petroni, Ltd., and Edmund Buddy Miller, Esq., assist the Company
in its restructuring effort.  The Company has assets of
$17,957,805, and total debts of $26,981,427.

As reported by the TCR on April 28, 2010, Firstgold's management,
at a bankruptcy hearing held on April 20, 2010, reported its
inability to timely develop a reorganization plan to restart
business operations.  In light of the foregoing, Firstgold
stipulated to allowing its primary secured lenders, Platinum Long
Term Growth, LLC, and Lakewood Group, LLC, to pursue their
contractual and state law rights and remedies to foreclose and
take possession of all collateral securing their debt obligations
with Firstgold pursuant to their security interests.  The
collateral securing their debt obligations includes substantially
all of Firstgold's assets including the Relief Canyon Mine
property, all improvements to the mine property, and additional
mining properties and interests.  In addition, Firstgold agreed to
relinquish possession of the collateral to allow Platinum and
Lakewood to preserve and protect such collateral as of April 21,
2010.

Firstgold will continue in a Chapter 11 status which will allow
Firstgold's management to pursue a possible reorganization of the
corporate entity with another company.  The next status conference
hearing relating to the Firstgold corporate entity is set for May
11, 2010.


FRANKLIN CREDIT: Incurs $12.1 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
Franklin Credit Holdings Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $12.13 million on $3.38 million of
total revenues for the three months ended Sept. 30, 2011, compared
with a net loss of $20.42 million on $4.11 million of total
revenues for the same period during the prior year.

The Company also reported net income of $34.06 million on
$91.18 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $40.10 million on
$35.76 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$24.47 million in total assets, $840.13 million in total
liabilities, and a $815.65 million stockholders' deficit.

                        Possible Spin-Off

The Company anticipates that it will break out its separate
mortgage servicing subsidiary, FCMC, from Franklin Holding's
consolidated group as a separate company through some form of
'spin-off" or similar type of transaction, preferably around the
end of the first quarter in 2012, subject to numerous conditions,
including approval by its board of directors and the Bank, the
effectiveness of any required filings with the Securities and
Exchange Commission, compliance with applicable legal and
regulatory solvency requirements, regulatory approvals to the
extent required, and accounting and tax treatment considerations.
It is the Company's objective to spin off its 80% ownership of
FCMC to the stockholders of FCHC through some form of separation
such as a spin-off type transaction or to negotiate a pre-packaged
bankruptcy of FCHC and its subsidiary companies (but not FCMC)
with major stakeholders that would include such a spin-off of
FCMC, either of which would result in FCMC emerging as a separate
publicly-owned company.

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

                        http://is.gd/dGr4Z3

                   About Franklin Credit Holding

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, reperforming and nonperforming residential mortgage
loans, including specialized loan recovery servicing, and in the
analysis, pricing, due diligence and acquisition of residential
mortgage portfolios for third parties.  The Company's executive,
administrative and operations offices are located in Jersey City,
N.J.


FREDDIE MAC: Another Disappointing Quarter for Mortgage Giant
-------------------------------------------------------------
According to the Bedford Report, it was yet another disappointing
quarter for Fannie Mae and Freddie Mac.  The two mortgage giants
continue to pile up losses as low mortgage rates reduced profits
and declining home prices caused more defaults on loans it had
guaranteed.  When property values drop, homeowners are more likely
to default, either because they are unable to afford the payments
or because they owe more than the property is worth.  Because of
the guarantees, Fannie and Freddie must pay for the losses. T he
Bedford Report examines the outlook for companies in the Mortgage
Investment Industry and provides research reports on Fannie Mae
FNMA -2.69% and Freddie Mac FMCC -3.59%. Access to the full
company reports can be found at:

   http: http://www.bedfordreport.com/FNMA
         http://www.bedfordreport.com/FMCC

Last week Fannie Mae asked the federal government for the $7.8
billion bailout to fund its $7.6 billion third quarter loss.
Taxpayers have already given $169 billion to rescue Fannie and
Freddie -- the most expensive bailout of the 2008 financial crisis
-- and the government estimate aid could reach to $220 billion by
2014, according to the AP.

Despite the challenges, Fannie Mae President and CEO Michael
Williams argues that the company is "making progress."  Fannie's
rate of homeowners who are late on their monthly mortgage payments
by 90 days or more has decreased each quarter since the beginning
of 2010.

The Bedford Report releases investment research on the Mortgage
Investment Industry so investors can stay ahead of the crowd and
make the best investment decisions to maximize their returns.

Fannie's request for more assistance comes a mere two weeks after
federal officials claimed Fannie and are Freddie are unlikely to
need any more taxpayer money and will soon start paying back their
loans.  Fannie and Freddie must pay a hefty 10 percent dividend on
money they borrow from taxpayers.  This has led to a somewhat
counterintuitive situation in which Fannie and Freddie must borrow
money from taxpayers to pay taxpayers back.

The Obama administration and Republicans have said flatly that
they want to get rid of the companies.  It should be "clear to
everyone at this point" that the firms "will not be able to earn
their way back to a condition that allows them to emerge" from
government ownership, said Edward DeMarco, the acting director of
the Federal Housing Finance Agency, in a speech this fall.


FREEDOM ENVIRONMENTAL: Posts $144,100 Net Loss in 2nd Quarter
-------------------------------------------------------------
Freedom Environmental Services, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $144,123 on $1.57 million of
revenues for the three months ended June 30, 2011, compared with a
net loss of $876,949 on $33,531 of revenues for the same period
last year.

The Company had a net loss of $498,209 on $2.96 million of
revenues for the six months ended June 30, 2011, compared with a
net loss of $2.92 million on $136,122 for the same period of 2010.

At June 30, 2011, the Company's balance sheet showed $2.70 million
in total assets, $2.26 million in total liabilities, and
stockholders' equity of $439,559.

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

                       http://is.gd/MvSX9I

As reported in the TCR on June 10, 2011, GBH CPAs, PC, in Houston,
Texas, expressed substantial doubt about Freedom Environmental
Services' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has a net loss for the year ended Dec. 31, 2010, of
$2.54 million, an accumulated deficit at Dec. 31, 2010, of
$20.48 million, cash flows used in operating activities of
$116,307 and needs additional cash resources to maintain its
operations.

Orlando, Fla.-based Freedom Environmental Services, Inc., provides
wastewater management and recycling services to its customers
throughout its  different divisions.


FRIENDLY ICE CREAM: Creditors Panel Taps Blank Rome as Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Friendly Ice Cream Corporation, et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Blank Rome LLP as its co-counsel.

The personnel with primary responsibilities in these cases and
their hourly rates are:

         David W. Carickhoff           $490
         Stanley B. Tarr               $450

The hourly rates of partners and counsel likely to assist in the
case range from $390 to $875; associates' rates range from $225 to
$545 per hour, and paralegals' rates range from $120 to $315.

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

The Committee set a Nov. 23 hearing at 2:00 p.m. (ET), on its
requested retention of Blank Rome.  Objections, if any, are due
Nov. 16, at 4:00 p.m.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Sundae Group Holdings proposes to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: Panel Taps FTI Consulting as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Friendly Ice Cream Corporation, et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain FTI Consulting, Inc., together with its wholly owned
subsidiaries, agents, independent contractors and employees, as
its financial advisor.

FTI will, among other things:

   -- assist the Committee with the assessment and monitoring of
   the Debtors' short term cash flow, liquidity, and operating
   results;

   -- assist the Committee in the review of financial information
   distributed by the Debtors to creditors and others, including,
   but not limited to, cash flow projections and budgets,cash
   receipts and disbursement analysis, analysis of various asset
   and liability accounts, and analysis of proposed transactions
   for which Court approval is sought; and

   -- assist the Committee in the review and monitoring of the
   asset sale process, including, but not limited to an assessment
   of the adequacy of the marketing process, completeness of any
   buyer lists, review and quantifications of any bids.

The hourly rates of FTI's professionals are:

         Senior Managing Directors          $780 - $895
         Directors/Managing Directors       $560 - $745
         Consultants/Senior Consultants     $280 - $530
         Administration/Associates          $115 - $250

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

The Committee set a Nov. 23 hearing at 2:00 p.m. (ET), on its
requested retention of FTI.  Objections, if any, are due Nov. 16,
at 4:00 p.m.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Sundae Group Holdings proposes to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRIENDLY ICE CREAM: GA Keen Approved as Real Estate Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Friendly Ice Cream Corporation, et al., to employ GA Keen Realty
Advisors, the real estate division of Great American Group LLC and
Great American Group real Estate LLC, as real estate advisor.

The Debtors are authorized and directed to pay consultant 80% of
the fee, as and when due and payable, with all the fees subject to
the Bankruptcy Court approval of a final fee application.

To the best of the Debtor's knowledge, GA Keen is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Sundae Group Holdings proposes to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRONTIER AIRLINES: Cuts Jobs Pending Sale or Spinoff
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that regional airline operator Republic Airways Holdings
Inc. evidently needed only two years to realize that buying
mainline carrier Frontier Airlines Inc. out of bankruptcy was a
mistake.  The acquisition was completed after Frontier confirmed
its Chapter 11 plan in September 2009.  Republic said it will spin
off or sell Frontier.  In the meantime, Frontier is firing 4.4% of
its 5,000 workers.  The layoffs are spread between Denver and
Milwaukee.

Frontier competes in Denver with United Airlines Inc. and
Southwest Airlines Co.

                      About Frontier Airlines

Based in Denver, Colorado, Frontier Airlines --
http://www.frontierairlines.com/-- is the second-largest jet
service carrier at Denver International Airport.

Frontier Airlines Holdings, Inc. and its affiliates filed for
Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represented the
Debtors in their restructuring efforts. Togul, Segal & Segal LLP
was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the
Debtors' Special Counsel, and Kekst and Company was the Debtors'
Communications Advisors.

In June 2009, Republic Airways Holdings offered to acquire the
Debtors' assets for $108 million.  In July 2009, Southwest
Airlines countered with a $113.6 million bid.  In August 2009,
Republic won the bidding, paying $109 million and assuming about
$1 billion of debt and aircraft-lease obligations.

In September 2009, the Bankruptcy Court confirmed the Company's
Plan of Reorganization which was premised on the Republic deal.
Republic closed the deal in October 2009.  Frontier Airlines
became a wholly owned subsidiary of Indianapolis-based Republic,
along with Chautauqua Airlines, Lynx Aviation, Republic Airlines
and Shuttle America.  The Republic deal permitted unsecured
creditors to have a 9.6% recovery on claims as high as $350
million.


GELT PROPERTIES: Wants to Hire Nochumson P.C. as Special Counsel
----------------------------------------------------------------
Gelt Properties LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Pennsylvannia for
permission to employ Nochumson P.C. as its special counsel to
represent the Debtor's interests in the pending Craig Atkins legal
matter.

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

                     About Gelt Properties

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

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

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


GENERAL MARITIME: Faces Nov. 16 Debt Holder Deadline
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that General Maritime Corp. is facing expiration of a
standstill agreement originating in September with affiliates of
Oaktree Capital Management LP, lenders on three credits totaling
$1.12 billion.  The agreement requires delivering an acceptable
restructuring proposal.  The majority of General Maritime's
charter agreements expire in the next 15 months.

The $300 million in 12% senior unsecured notes due 2017 last
traded at 4: 44 p.m. Nov. 15 at 9.599 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

The stock closed Nov. 15 at 17.93 cents, down less than one cent a
share in New York Stock Exchange trading. The three-year high was
$12.94 on Dec. 17, 2008.

                      About General Maritime

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

For the first three quarters of 2011, the net loss was
$92.7 million on revenue of $283 million.  The Company reported a
net loss of $216.66 million on $387.16 million of voyage revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$11.99 million on $350.52 million of voyage revenue during the
prior year.

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

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

                           *     *     *

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

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

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


GENERAL MARITIME: Amends $1.12 Billion Credit Facilities
--------------------------------------------------------
General Maritime Corporation, on Nov. 10, 2011, entered into
amendments to its $550 million revolving credit facility, its
$372 million credit facility and its $200 million credit facility.

The Credit Agreement Amendments waive the covenant regarding
required minimum balance in cash, cash equivalents and revolver
availability under each of the Credit Facilities through and
including Nov. 15, 2011, unless an event of default under any such
Credit Facility occurs prior to that date.  The Company previously
obtained a waiver of the Minimum Cash Balance Covenant under each
of the Credit Facilities on Sept. 30, 2011, through and including
Nov. 10, 2011, and the Credit Agreement Amendments extend such
waiver through and including Nov. 15, 2011.

All other material terms of the Credit Facilities remain
unchanged.

                      About General Maritime

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

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

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

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

                           *     *     *

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

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

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


GENTIVA HEALTH: Moody's Lowers Rating Two Steps Further Into Junk
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Court reports that Moody's Investors
Service lowered Gentiva Health Services Inc.'s junk-level rating
two notches, saying costly regulations and Medicare reimbursement
cuts will constrain the home-health and hospice services
provider's revenue and profitability.

Gentiva Health Services, Inc. offers direct home nursing and
therapies, including specialty programs, as well as hospice care
with over 450 locations in 42 states. Gentiva reported revenues of
over $1.7 billion for the twelve months ended June 30, 2011.


GSC GROUP: Court Allows Case Trustee to Subpoena Black Diamond
--------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Arthur J. Gonzalez on Tuesday allowed GSC Group Inc.'s
Chapter 11 trustee to interview employees of Black Diamond Capital
Management LLC about whether the private equity firm crossed the
line with its supposed crusade to derail his reorganization plan.

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group Inc. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, served as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group LLC served as the
Debtor's financial advisor.  The Debtor estimated its assets at
$1 million to $10 million and debts at $100 million to $500
million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with $18.6
million cash left over.  Black Diamond bought most assets with a
$224 million credit bid, a $6.7 million note, $5 million cash, and
debt assumption.  A minority group of secured lenders filed an
appeal from the order allowing the sale.  Through a suit in state
court, the minority lenders failed to halt Black Diamond from
completing the sale.

The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group.  The Trustee's Plan cautioned there
can be no assurance that general unsecured creditor recoveries
will not be higher or lower than the estimated recovery of between
42% and 84%.  Black Diamond's Plan projects between 31% and 43%
recovery.  Court papers filed by Black Diamond indicate the
Trustee's Plan provides 17% and 26% recovery.

The confirmation hearing is set for Nov. 18, 2011.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.


HAMPTON ROADS: Files Form 10-Q, Incurs $26.5-Mil. Net Loss in Q3
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $26.49 million on $24.45 million of total interest
income for the three months ended Sept. 30, 2011, compared with a
net loss of $84.48 million on $29.49 million of total interest
income for the same period during the prior year.

The Company reported a net loss of $210.35 million on
$122.20 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $201.45 million on
$149.44 million of total interest income during the prior year.

The Company also reported a net loss of $76.82 million on
$77.91 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $176.07 million on
$93.61 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.43 billion in total assets, $2.30 billion in total liabilities,
and $135.67 million in total shareholders' equity.

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

                        http://is.gd/u03p2v

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The 2010 results did not include a going concern qualification
from Yount Hyde.


HANMI FINANCIAL: Commences Public Offering of $70-Mil. Shares
-------------------------------------------------------------
Hanmi Financial Corporation has commenced an underwritten public
offering of approximately $70 million of its common stock.  FBR
Capital Markets & Co. will serve as the underwriter for this
offering.  The Company expects to grant the underwriter a 30-day
option to purchase additional common stock, solely to cover over-
allotments, if any.

The Company intends to contribute a substantial portion of the net
proceeds from the offering to Hanmi Bank as additional capital and
to support future organic growth and future acquisition driven
growth.  The Company intends to retain the remaining net proceeds
at the Company level for use as working capital and other general
corporate purposes.

A registration statement relating to these securities has been
filed with the U.S. Securities and Exchange Commission and has
become effective.  This release will not constitute an offer to
sell or a solicitation of an offer to buy nor will there be any
sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any
such state or jurisdiction.  The public offering of the Company's
common stock may be made only by means of a prospectus and a
related prospectus supplement, copies of which may be obtained by
from FBR Capital Markets & Co., Prospectus Department, 1001 19th
Street, North, Arlington, VA 22209, or by email at
prospectuses@fbr.com.

                        About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

The Company reported a net loss of $88.01 million on
$144.51 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $122.27 million
on $184.14 million during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.48 billion in total liabilities and
$203.20 million in total stockholders' equity.

                           Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.


HARRISBURG, PA: Heads Toward Appointment of State Receiver
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the city council in Harrisburg, Pennsylvania, called
off a meeting that would have been held yesterday to adopt a
financial rescue plan warding off a state takeover.

American Bankruptcy Institute reports that the capital of
Pennsylvania will let the state or a federal bankruptcy judge
determine how it will get out of $318 million in debt after
missing the last deadline on Monday to come up with a solution of
its own.

According to Mr. Rochelle, in the absence of a proposal acceptable
to the state, the governor has the right to name a receiver whose
appointment could be approved by a state court on Nov. 25.

The bankruptcy court in Harrisburg will hold a hearing on
Nov. 23 to consider a motion to dismiss the Chapter 9 municipal
bankruptcy begun Oct. 11.

Two days after the Chapter 9 filing, the state of Pennsylvania
filed a motion to dismiss the case, contending it violates state
law prohibiting a city of Harrisburg's size from filing bankruptcy
before July 2012. The mayor is among those to appear in bankruptcy
court on Nov. 23 to argue in favor of dismissal.

Court papers say Pennsylvania's capital is $65 million in default
on $242 million owing on bonds sold to finance an incinerator that
converts trash to energy.  The bonds are insured by Assured
Guaranty Municipal Corp.

                       About Harrisburg, PA

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

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

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

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

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

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


HEARTLAND GOLF: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Heartland Golf Development II, LLC
        14695 Inverness Street
        Olathe, KS 66061

Bankruptcy Case No.: 11-45246

Chapter 11 Petition Date: November 10, 2011

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

Judge: Arthur B. Federman

Debtor's Counsel: Erlene W. Krigel, Esq.
                  KRIGEL & KRIGEL, P.C.
                  4550 Belleview Ave.
                  Kansas City, MO 64111
                  Tel: (816) 756-5800
                  Fax: (816) 756-1999
                  E-mail: ekrigel@krigelandkrigel.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 David Francis, managing member.


HORIZON LINES: Expands Board of Directors to 11 Members
-------------------------------------------------------
Horizon Lines, Inc., will expand its Board of Directors to 11
members from eight, effective Nov. 25, 2011.  In conjunction with
the expansion, seven new directors will be appointed and four of
the existing eight directors will retire.  The board changes and
expansion are:

   * Jeffrey A. Brodsky, Kurt M. Cellar, Carol B. Hallett, James
     LaChance, Steven L. Rubin, Martin Tuchman and David N.
     Weinstein will join the board as independent directors.
    
   * The new directors will join Board Chairman Alex J. Mandl,
     William J. Flynn, Bobby J. Griffin and Stephen H. Fraser, who
     remains interim President and Chief Executive Officer of
     Horizon Lines.

   * Board members James G. Cameron, Vern Clark U.S.N. (Ret.),
     Norman Y. Mineta and Thomas P. Storrs will retire.

"I want to express my heartfelt appreciation to our four retiring
directors for their dedicated, exemplary and long-standing service
to Horizon Lines," said Mr. Mandl.  "I also welcome our new
directors, whose extensive experience will serve us well as we
move forward following the comprehensive refinancing of our entire
capital structure last month."

The seven new board members were nominated by the existing Board
of Directors in consultation with certain of the Company's note
holders, who funded the comprehensive $652.8 million refinancing
on Oct. 5, 2011.  The expanded board will be comprised of four
Class I directors, four Class II directors and three Class III
directors.  The terms of Class I, II and III directors expire at
the Company's annual meeting of stockholders in 2012, 2013 and
2014, respectively.

                           New Directors

Jeffrey A. Brodsky, Class I Director, is currently leading Quest
Turnaround Advisors LLC in its role as Plan Administrator of
Adelphia Communications Corporation and is Trust Administrator of
the Adelphia Recovery Trust.  Mr. Brodsky co-founded Quest, a
financial advisory and restructuring firm in Rye Brook, NY, in
2000, and has been a Managing Director of Quest since that time.
Mr. Brodsky is currently Chairman of the Board of Directors of
AboveNet, Inc., and a director of Euramax International, Inc., and
inMotion, Inc.  He holds a Bachelor's degree from New York
University College of Business and Public Administration, and a
Master's degree from its Graduate School of Business.  He is a
Certified Public Accountant.

Kurt M. Cellar, Class I Director, has been a self-employed
consultant and board member since January 2008.  From July 1999
through January 2008, he was a partner and Portfolio Manager at
Bay Harbour Management, L.C.  Prior to that, he was an associate
at Remy Investors and Consultants, Inc., where he sourced and
analyzed public and private investment opportunities.  Prior to
Remy, Mr. Cellar was an associate at LEK/Alcar Consulting Group,
Inc., a strategic management consulting firm.  Mr. Cellar
currently serves on the boards of Angiotech Pharmaceuticals, Inc.,
Aventine Renewable Energy Holdings, Inc., Hawaiian Telecom Holdco,
Inc., Six Flags Entertainment Corporation, U.S. Concrete, Inc.,
and Vertis Communications.  Mr. Cellar received a Bachelor's
degree in Economics and Business from the University of
California, Los Angeles and an M.B.A. in Finance and
Entrepreneurial Management from the Wharton School at the
University of Pennsylvania.

Carol B. Hallett, Class II Director, has been of counsel to the
U.S. Chamber of Commerce since 2003.  From 1995 to 2003, Mrs.
Hallett was President and Chief Executive Officer of the Air
Transport Association of America (ATA), the nation's oldest and
largest airline trade association.  Prior to joining the ATA, Mrs.
Hallett served as senior government relations advisor with
Collier, Shannon, Rill & Scott from 1993 to 1995.  She has been a
member of the Commercial Operations Advisory Committee of Customs
& Border Protection, appointed by the Secretaries of Treasury and
Homeland Security, since 2011.  Mrs. Hallett has served as a
member of the Board of Directors of Atlas Air Worldwide Holdings,
Inc., and G4S Government Solutions (formerly Wackenhut Services,
Inc.) since 2006, and Rolls Royce-North America since 2003.

James LaChance, Class III Director, has been a director of
FriendFinder Networks, Inc., since 2008.  Since 2004, Mr. LaChance
has served as the non-executive Chairman of the Board of Northern
Offshore Ltd., a drilling and production services company.  From
July 2005 to February 2008, Mr. LaChance served as portfolio
manager at Satellite Asset Management, L.P., an investment
management fund in New York with approximately $7 billion under
management.  From 2002 to June 2005, he was a partner at Post
Advisory Group LLC, an investment management firm in Los Angeles
with $8 billion under management.  Mr. LaChance began his career
as an audit and management consultant for Arthur Andersen & Co. He
graduated from Northeastern University with a Bachelor's degree in
Business Administration and received an M.B.A. from the Stern
School of Business at New York University.

Steven L. Rubin, Class III Director, is Principal of InterPro
Advisory LLC, a consulting practice serving the container
shipping, intermodal and chassis markets.  Between April 2008 and
June 2011, Mr. Rubin was President and CEO of TRAC Intermodal,
North America's largest chassis leasing company.  He is also
currently the Chairman of the Board of Directors of the Intermodal
Association of North America, the premier trade association
representing the combined interests of the intermodal freight
industry.  Prior to joining TRAC, Mr. Rubin spent 17 years at
Kawasaki Kisen Kaisha, Inc. (K Line), Japan's third-largest
shipping company, in a number of roles for North American
operations.  Mr. Rubin graduated from the University of
Pennsylvania and the Wharton School with a B.A. in History and
B.S. in Economics, respectively.  He received his M.B.A. from the
Stern School of Business at New York University, with a
concentration in accounting, and obtained his Certified Public
Accountant license in the state of New York.

Martin Tuchman, Class II Director, is Chief Executive Officer of
the Tuchman Group, which overseas holdings in real estate, banking
and international shipping, and has headed Kingstone Capital V, a
private investment group, since 2007.  Since March 2011, Mr.
Tuchman has served on the Board of Directors for Sea Cube
Container Leasing Ltd.  Since December 2008, Mr. Tuchman has
served as the Vice Chairman of the First Choice Bank in
Lawrenceville, N.J. In 1968, after helping develop the current
standard for intermodal containers and chassis in connection with
the American National Standards Institute, Mr. Tuchman co-founded
Interpool, Inc., a leading container leasing business, which was
sold to funds affiliated with Fortress Investment Group LLC, in
2007.  In 1987, Mr. Tuchman formed Trac Lease, a chassis leasing
company which was subsequently merged into Interpool, Inc.  Mr.
Tuchman holds a Bachelor of Science degree in Mechanical
Engineering from the New Jersey Institute of Technology and an
M.B.A. from Seton Hall University.

David N. Weinstein, Class I Director, has served as a business
consultant specializing in corporate restructurings since
September 2008.  Prior to this role, he served as Managing
Director at Calyon Securities, a global provider of commercial and
investment banking products and services for corporations and
institutional clients, from March 2007 to August 2008.  Prior to
that, he was a consultant specializing in business reorganization
and capital market activities.  Mr. Weinstein has also served as a
Managing Director and Head of High Yield Capital Markets at BNP
Paribas, BankBoston Securities and Chase Securities, Inc., and
head of the capital markets group in the high yield department at
Lehman Brothers.  Mr. Weinstein currently serves on the board of
directors of Deep Ocean Group Holding AS, Georgia Gulf Corporation
and Granite Broadcasting Corporation.  He has previously served as
Chairman of the Board of Pioneer Companies, Inc., and York
Research Corporation, and as a director of Interstate Bakeries
Corporation.  Mr. Weinstein holds a Bachelor's degree from
Brandeis University and a Juris Doctorate from the Columbia
University School of Law.

                        About Horizon Lines

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

The Company's balance sheet at Sept. 25, 2011, showed
$677.4 million in total assets, $801.7 million in total
liabilities, and a stockholders' deficit of $124.3 million.

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

"The Company believes the Oct. 5, 2011 refinancing transactions
more fully described in Note 18 to these financial statements have
resolved the concern as to compliance with debt covenants
throughout the remainder of 2011," the Company said in the filing.
"In addition, the Company believes it will be in compliance with
its debt covenants through 2012."

                           Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                          *     *     *

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

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


HOST HOTELS: S&P Assigns 'BB+' Rating to $300-Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Bethesda, Md.-based
Host Hotels & Resorts L.P.'s proposed $300 million senior notes
due 2021 its 'BB+' issue-level rating (two notches higher than its
'BB-' corporate credit rating on the company).  "We also
assigned this debt a recovery rating of '1', indicating our
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default," S&P said.

"In conjunction with the proposed notes, Host announced that the
company is currently negotiating an amended and restated senior
revolving credit facility that is expected to allow for borrowings
up to $1 billion (an increase of $400 million from Host's existing
unrated facility) based on current lender commitments.  The
proposed new revolver (which we will not rate) will also release
existing subsidiary guarantees and pledges of equity interests.
Upon consummation of the proposed revolver, the proposed and
existing senior notes and debentures indentures (together, the
'notes') will also release existing subsidiary guarantees and
stock pledges under current provisions in the indentures that
require the same guarantees and collateral provided to the
revolving credit facility. Effectively, the proposed and existing
notes will be unsecured. However, if Host's leverage ratio exceeds
6x for two consecutive fiscal quarters at a time when Host does
not have an investment-grade long-term unsecured debt rating, the
subsidiary guarantees and equity pledges will spring back into
place in the proposed revolver and in the proposed and existing
notes indentures. Given that our simulated default scenario for
Host incorporates the assumption that the company's leverage
ratio will be above 6x, our '1' recovery rating on existing notes
remains unchanged," S&P related.

"We expect the company to use the proceeds from the proposed notes
issuance to redeem a portion of the $421 million outstanding of 2
5/8% exchangeable senior debentures due 2027 outstanding (which is
subject to a put option in 2012). The remaining balance is
expected to be redeemed using a combination of cash balances and
drawings under Host's revolver," S&P related.

All existing ratings on the company and its parent Host Hotels &
Resorts Inc., including the 'BB-' corporate credit rating, remain
unchanged. The rating outlook is stable.

"The rating on Host reflects its highly leveraged financial risk
profile, reliance on external sources of capital for growth as a
REIT, the cyclical nature of the lodging industry, and the
associated revenue and earnings volatility of the company's owned
hotel portfolio," said Standard & Poor's credit analyst Emile
Courtney. "The company's adequate liquidity profile, high-quality
and geographically diversified hotel portfolio in the U.S., strong
brand relationships, and experienced management team somewhat
temper these risks and contribute to our view of the company's
'satisfactory' business risk profile. We believe continued
moderate improvement in the U.S. lodging environment in 2012, as
well as Host's relatively prudent use of equity capital to expand
its hotel portfolio, will enable the company to improve credit
measures over time to stay in line with the current rating."


HUDSON HEALTHCARE: Hoboken Sale Stalled by Bankruptcy Moves Ahead
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a five-phase plan
to transform an aging industrial zone in Hoboken into a bustling
artistic hub is showing the first signs of life in more than three
years.

As reported in the Troubled Company Reporter on Nov. 9, 2011, the
sale of New Jersey's oldest hospital to a for-profit medical group
was finalized, capping several years of turmoil since the city of
Hoboken raised $52 million in bonds to rescue the ailing facility
in 2007.

As reported in the Troubled Company Reporter on Oct. 31, 2011, the
Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey authorized Hudson Healthcare, Inc., to sell
substantially all of its assets outside the ordinary course of
business, to HUMC Holdco, LLC, and HUMC Opco, LLC.  HUMC Holdco is
a private group that also owns Bayonne Medical Center.  The Court
also authorized the Debtor to:

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

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

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

   4. reject collective bargaining agreements.

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

                    About Hudson Healthcare

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

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

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


HUSSEY COPPER: Tilton's Patriarch Wins Bidding With $107MM Offer
----------------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that Patriarch Partners,
the buyout firm of distressed debt mogul Lynn Tilton, scooped up
Hussey Copper Inc. for $107.8 million Monday in a nine-hour,
34-round auction, according to an adviser to the sale, though
objections to the bid started flowing in immediately.

According to Law360, J. Scott Victor, managing director of SSG
Capital Advisors LLC, said Patriarch subsidiary Libertas Copper
LLC outbid four others, including industry player Kataman Metals
LLC and rival private equity firm KPS Capital Partners LP, to land
Hussey.

A Kataman affiliate, KHC Acquisition LLC, served as stalking horse
bidder, offering $88.7 million for the assets.

KHC Acquisitions is represented in the case by David D. Watson,
Esq., and Scott Opincar, Esq., at McDonald Hopkins LLC, in
Cleveland.

                         About Hussey Copper

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

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

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

An official creditors' committee with seven members was appointed.
Lowenstein Sandler PC serves as the committee counsel.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington, serves as counsel.


INDEPENDENCE TAX IV: Posts $302,700 Net Loss in Sept. 30 Quarter
----------------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed its quarterly report on
Form 10-Q, reporting a net loss of $302,719 on $1.4 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $336,164 on $1.3 million of revenues for the same
period of the prior fiscal year.

The Company had a net loss of $626,871 on $2.7 million of revenues
for the six months ended Sept. 30, 2011, compared with a net loss
of $778,544 on $2.6 million of revenues for the six months ended
Sept. 30, 2010.

The Partnership's balance sheet at Sept. 30, 2011, showed
$19.2 million in total assets, $37.6 million in total liabilities,
and a partners' deficit of $18.4 million.

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

                       http://is.gd/GQ4xSd

                    About Independence Tax IV

Headquartered in New York, Independence Tax Credit Plus L.P. IV is
a limited partnership which was formed under the laws of the State
of Delaware on Feb. 22, 1995.  The general partner of the
Partnership is Related Independence L.L.C., a Delaware limited
liability company.  Centerline Holding Company is the ultimate
parent of Centerline Affordable Housing Advisors LLC, the managing
member of Related Independence L.L.C.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership had originally acquired limited partnership
interests in fourteen subsidiary partnerships, all of which have
been, or were, consolidated.  The Partnership is currently in the
process of developing a plan to dispose of all its investments.


INDIANAPOLIS DOWNS: Lender Group Urges Firm to Sell Assets
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a group of
gambling company Indianapolis Downs LLC's second-lien lenders says
it wants the company to consider selling its assets, and it
intends to submit an offer to buy the company by the end of the
month, subject to a bankruptcy-court auction.

                     About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INTERNATIONAL ENVIRONMENTAL: Case Summary & Creditors List
----------------------------------------------------------
Debtor: International Environmental Solutions
        25685 Sherman Road
        Menifee, CA 92585

Bankruptcy Case No.: 11-44755

Chapter 11 Petition Date: November 11, 2011

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

Judge: Wayne E. Johnson

Debtor's Counsel: Howard S. Levine, Esq.
                  CYPRESS, LLP
                  11111 Santa Monica Boulevard, Suite 500
                  Los Angeles, CA 90025
                  Tel: (424) 901-0146
                  Fax: (424) 750-5100
                  E-mail: howard@cypressllp.com

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

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

The petition was signed by Gary Allen, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Four Daughter Family, LLC          --                     $565,000
150 Ocean Park Boulevard, No. 326
Santa Monica, CA 90405

Scott Brown                        --                     $325,000
Alston, Alston & Diebold
5 Hutton Center Drive, #900
Santa Ana, CA 92707

Fish and Associates                --                     $275,000
2603 Main Street, Suite 1000
Irvine, CA 92614

AS-1 International                 --                     $250,000
101 Convention Center Drive, Suite 700
Las Vegas, NV 89109

Tom Wunderlich                     --                     $217,214

Joana DiPaolo                      --                     $160,000

Edna Coogan                        --                     $150,000

Steve Thompson                     --                     $150,000

E. Papacostas                      --                     $125,925

Kerry Hagen                        --                     $125,000

Linda Babb                         --                     $110,000

Robert Staats                      --                     $100,000

Morris Liberati                    --                     $100,000

Peg Moline                         --                     $100,000

Ecological Solutions               --                      $99,925

Riverside County                   --                      $94,216

Law Office of K.M. Neiswender      --                      $92,115

Dave Piggot                        --                      $71,000

Fernandeo Ruiz                     --                      $68,825

Carolina Energy Development, LLC   --                      $60,000


JAMESON INN: Court Okays Epiq as Claims & Noticing Agent
--------------------------------------------------------
JER/Jameson Mezz Borrower I LLC sought and obtained permission
from the Bankruptcy Court to employ Epiq Bankruptcy Solutions,
LLC, as its noticing, claims and balloting agent.

The Debtors anticipate that there are hundreds of creditors and
other parties-in-interest holding claims against the Debtors'
estates who require notice of various matters, and in particular,
the meeting of creditors pursuant to section 341 of the Bankruptcy
Code and the deadlines for filing proofs of claim.  In addition,
many of these parties may file proofs of claim and cast ballots
with respect to a liquidating or other plan.

As claims, noticing and balloting agent, Epiq will, among other
things:

(a) prepare and serve required notices in the Debtors' Chapter
     11 cases, including:

     -- the notice of the commencement of these Chapter 11
        Cases and the initial meeting of creditors under
        Section 341(a) of the Bankruptcy Code;

     -- notice of any auction sale hearing;

     -- notice of the claims bar date;

     -- notice of hearings on a disclosure statement and
        confirmation of a plan of reorganization; and

     -- other miscellaneous notices to any entities, as the
        Debtors or the Court may deem necessary for an orderly
        administration of these bankruptcy cases.

(b) after the mailing of a particular notice, file with the
    Clerk's office a certificate or affidavit of service that
    includes a copy of the notice involved, a list of persons
    to whom the notice was mailed and the date and manner of
    mailing;

(c) maintain copies of all proofs of claim and proofs of interest
    filed;

(d) maintain official claims registers, including, among other
    things, following information for each proof of claim or
    interest;

(e) assist the Debtors with administrative tasks in the
    preparation of their bankruptcy Schedules and Statements,
    including the creation and administration of a claims
    database based upon a review of the claims against the
    Debtors' Schedules;

(f) implement necessary security measures to ensure the
    completeness and integrity of the claims registers;

(g) transmit to the Clerk's office a copy of the claims
    register on a monthly basis, unless requested by the
    Clerk's Office on a more or less frequent basis; or,
    in the alternative, make available the claims register
    on-line; and

(h) maintain an up-to-date mailing list for all entities
    that have filed a proof of claim, or proof of interest,
    or notice of appearance, which list shall be available
    upon request of a party in interest or the Clerk's
    office.

Epiq will be paid according to its standard compensation set in
the parties' agreement.

Joseph N. Wharton of Epiq has assured the Court that the firm is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                         About Jameson Inn

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put $330
million of debt on the chain to finance the buyout.  At the top of
the list is a $175 million mortgage loan with Wells Fargo Bank NA
serving as special servicer.  There are four tranches of mezzanine
loans, each for $40 million.  The collateral for each of the Mezz
Loans is the equity interest in the entity or entities immediately
below the borrower of each Mezz Loan.  All of the mezzanine loans
matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to
both Debtors.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  The petitions
were signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.


JAMESON INN: Taps Houlihan Lokey as Investment Banker
-----------------------------------------------------
JER/Jameson Mezz Borrower I LLC asks the U.S. Bankruptcy Court for
the District of Delaware for authority to employ Houlihan Lokey
Howard & Zukin Capital Inc. as its investment banker.

Among other things, the firm will:

   (a) assist the Company in the development and distribution
       of selected information, documents and other materials,
       including, if appropriate, advising the Company in the
       preparation of an offering memorandum;

   (b) assist the Company in evaluating indications of interest
       and proposals regarding any transactions from current
       and/or potential lenders, equity investors, acquirers
       and/or strategic partners;

   (c) assist the Company with the negotiation of any
       Transactions including participating in negotiations
       with creditors and other parties involved in any
       Transactions; and

   (d) provide expert advice and testimony regarding financial
       matters related to any Transactions(s), if necessary.

The firm will be paid under the terms of the Engagement Letter as
follows:

   * Monthly Fee: Upon the first monthly anniversary of the
     effective date of the Engagement Letter, and on every
     monthly anniversary of the Effective Date during the
     term of this Agreement, the Company will pay Houlihan
     Lokey in advance, without notice or invoice, a non-
     refundable cash fee of $125,000.

   * Transaction Fee:

        (a) Restructuring Transaction Fee: In addition to
            all other fees, Houlihan Lokey will earn, upon
            completion of a Restructuring Transaction, a
            fee equal to $2,250,000.  The Restructuring
            Transaction Fee will be increased 20% if the
            Debtors consummate a Restructuring Transaction
            Pursuant to a "prearranged" or "prepackaged"
            plan in which the Restructuring Transaction is
            approved by the Court in not more than six
            months from the Petition Date.

        (b) Sale Transaction Fee: In addition to all other
            fees, Houlihan Lokey will earn, upon the closing
            of each Sale Transaction, a cash fee equal to the
            Restructuring Transaction Fee plus incremental
            fees of 2%, 4% and 6% over AGC thresholds to be
            negotiated in good faith.  If more than one Sale
            Transaction is consummated, Houlihan Lokey will
            be compensated based on AGC from all Sale
            Transactions, calculated in the manner set forth
            above, subject, however, to a minimum Sale
            Transaction Fee of $500,000 per Transaction.

        (c) Financing Transaction Fee: In addition to all other
            fees, Houlihan Lokey will earn, upon the closing of
            each Financing Transaction, a cash fee equal to the
            sum of:

             (I) 1.5% of the gross proceeds of any indebtedness
                 raised or committed that is senior to other
                 indebtedness of the Company, secured by a first
                 priority lien and unsubordinated, with respect
                 to both lien priority and payment, to any other
                 obligations of the Company (other than with
                 respect to debtor-in-possession financing);

            (II) 3.0% of the gross proceeds of any indebtedness
                 raised or committed that is secured by a lien
                 (other than a first lien), is unsecured and/or
                 is subordinated; and


            (III) 4.5% of the gross proceeds of all equity or
                  equity-linked securities (including, without
                  limitation, convertible securities and preferred
                  stock) placed or committed. Any warrants issued
                  in connection with the raising of debt or equity
                  capital shall, upon the exercise thereof, be
                  considered equity for the purpose of calculating
                  the Financing Transaction Fee, and such portion
                  of the Financing Transaction Fee will be paid
                  upon such exercise and from the gross proceeds
                  thereof, regardless of any prior termination or
                  expiration of this Agreement. It is understood
                  and agreed that if the proceeds of any such
                  Financing Transaction are to be funded in more
                  than one stage, Houlihan Lokey will be entitled
                  to its applicable compensation hereunder upon
                  the closing date of each stage.  The Financing
                  Transaction Fee(s) will be payable in respect of
                  any sale of securities whether such sale has
                  been arranged by Houlihan Lokey, by another
                  agent (or other issuer of the Securities in
                  such Financing Transaction) or directly by the
                  Company.  Any non-cash consideration provided
                  to or received in connection with the Financing
                  Transaction (including but not limited to
                  intellectual or intangible property) will be
                  valued for purposes of calculating the Financing
                  Transaction Fee as equaling the number of
                  Securities issued in exchange for such
                  consideration multiplied by (in the case of debt
                  securities) the face value of each such Security
                  or (in the case of equity securities) the price
                  per Security paid in the then current round of
                  financing.  The fees set forth herein will be
                  in addition to any other fees that the Company
                  may be required to pay to any Investor or other
                  purchaser of Securities to secure its financing
                  commitment.  Houlihan Lokey will earn, and the
                  Company will thereupon pay immediately and
                  directly from the gross proceeds of such
                  Financing Transaction, a Financing Transaction
                  Fee for any debtor-in-possession financing that
                  is raised.

Prior to the Petition Date, Houlihan Lokey received $125,000 as
the Initial Fee under the Engagement Letter. As of the Petition
Date, Houlihan Lokey did not hold a pre-petition claim against the
Debtors.

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

                         About Jameson Inn

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put $330
million of debt on the chain to finance the buyout.  At the top of
the list is a $175 million mortgage loan with Wells Fargo Bank NA
serving as special servicer.  There are four tranches of mezzanine
loans, each for $40 million.  The collateral for each of the Mezz
Loans is the equity interest in the entity or entities immediately
below the borrower of each Mezz Loan.  All of the mezzanine loans
matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to
both Debtors.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  The petitions
were signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.


JEFFERSON COUNTY: Judge Bennett to Decide on Fate in December
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the municipal bankruptcy for Jefferson County,
Alabama, is in the hands of Thomas B. Bennett, the chief U.S.
bankruptcy judge for the Northern District of Alabama.  There will
be a hearing in December for approval of the bankruptcy petition
and determination that the county is eligible for Chapter 9.  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.

                      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.


J.J. BESKE: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J.J. Beske Holdings, LLC
        8951 West 36th Street
        St. Louis Park, MN 55426

Bankruptcy Case No.: 11-47338

Chapter 11 Petition Date: November 10, 2011

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: Ann P. Johnson, Esq.
                  MLG BANKRUPTCY GROUP LLC
                  7241 Ohms Ln Ste 240
                  Edina, MN 55439
                  Tel: (952) 841-0000
                  E-mail: ajohnson@morrislawmn.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mnb11-47338.pdf

The petition was signed by Jeffrey L. Beske, chief manager.


JOEL FRANCK: Court Won't Review Prior Ruling on Putnam Claim
------------------------------------------------------------
Bankruptcy Judge Lewis M. Killian, Jr., denied motions by Joel and
Rachel Franck to reconsider Claims #12, 13, and 14 filed by Putnam
Leasing Company I LLC.  The Francks seek to have the Court
disallow a portion of Putnam Leasing's claims as either a mis-
calculation or as an unenforceable penalty.  The Debtors
originally objected to Claims # 12, 13 and 14 as untimely filed
and the Court entered an order allowing the claims on May 13,
2010.  The Debtors then filed objections to the three claims on
the basis that the claims were unclear and the amounts listed were
incorrect.  After Putnam Leasing and the Debtors reached a
settlement, the Debtors withdrew their objections to Claims #12
and 13.  An agreed order on the objection to Claim #14 was entered
on Sept. 15, 2010, allowing the claim at the parties' stipulated
amount.  After the Debtors' Chapter 11 plan was confirmed on Nov.
23, 2010, the Debtors filed Motions to Reconsider the three
claims.

According to Judge Killian, because the Debtors withdrew the
objections to Claims #12 and 13, the only objection on which an
order was entered by the Court was to Claim #14.  Thus, the Court
has no orders to reconsider as to Claims #12 and 13. Additionally,
these claims are deemed allowed because there was no objection as
to the amount of the two claims prior to plan confirmation and any
further objection is barred pursuant to In re Justice Oaks II,
Ltd., 898 F.2d 1544 (11th Cir. 1990).  In that case, the 11th
Circuit held that a party waives the right to object to a claim by
failing to do so prior to confirmation of a Chapter 11 plan.

Dr. Franck entered into the open end lease with Putnam Leasing in
January 2009.  The lease was for a 2004 Ferrari, and the later
default under the contract serves as the basis for the claim.

A copy of the Court's Nov. 10, 2011 Order is available at
http://www.leagle.com/xmlResult.aspx?xmldoc=In%20BCO%2020111114427
.xml&docbase=CSLWAR3-2007-CURR from Leagle.com.

Joel I. Franck and Rachel Franck filed for Chapter 11 bankruptcy
(Bankr. N.D. Fla. Case No. 09-50616) in 2009.


KH FUNDING: U.S. Trustee Has More Time to Challenge Lawyer Fees
---------------------------------------------------------------
Gordon, Feinlatt, Rothman, Hoffberger & Hollander, LLC, as counsel
for KH Funding Company and the United States Trustee for Region 4
have agreed to extend the time upon which the U.S. Trustee can
file his comments or objections to the Third Application of Gordon
Feinblatt for Interim Allowance of Compensation For Services
Rendered and Reimbursement of Expenses Incurred as Counsel to the
Debtor from June 1, 2011 Through September 30, 2011.  The U.S.
Trustee may have up to and including Dec. 2, 2011, to file a
comment, objection or other responsive pleading to the Third Fee
Application.  A copy of the stipulation dated Nov. 15 signed by
Bankruptcy Judge Thomas J. Catliota is available at
http://is.gd/6maI8tfrom Leagle.com.

Jeanne M. Crouse, Esq. -- in Greenbelt, Maryland, Ph: (301) 344-
6219, Fax: (301) 344-8431, Email: jeanne.m.crouse@usdoj.gov --
represents W. CLARKSON McDOW, JR., U.S. Trustee for Region 4.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company is a Maryland
corporation whose business activities consisted primarily of
originating, acquiring, and servicing mortgage loans.
Specifically, KH Funding originated commercial real estate
mortgage loans and investment property residential mortgage loans
and also purchased residential first and second mortgage loans
from other lenders.  These lending activities have been
concentrated primarily in the greater Washington, D.C. and
Baltimore areas.

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

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

KH Funding Company and its Official Committee of Unsecured
Creditors filed a proposed Joint Plan of Liquidation for KH and an
explanatory disclosure statement.  Under the Plan, BDO Consulting
will be appointed Plan Administrator and primarily implement an
orderly liquidation of the Debtor's assets.


KH FUNDING: Taps Alfa Realty as Listing Agent for Alabama Property
------------------------------------------------------------------
KH Funding Company, asks the U.S. Bankruptcy Court for the
District of Maryland Alfa Realty, Inc. as listing agent and real
estate broker.

Pursuant to a Plan of Liquidation, the Debtor will sell assets
including the real properties owned by the Debtor.

Alfa Realty is the listing broker for 3935 Southmont Drive,
Montgomery, Alabama.  The property was listed with Alfa Realty for
542 days and has been shown approximately 8 times.  Alfa Realty
was able to find a buyer, John D. Hall, who is ready, willing and
able to purchase the property for $3,500, which the Debtor
believes is the fair value of the property.

Linda Marshall of Alfa Realty is the listing agent.  The original
agreed to commission for the property was $2,000, but Alfa Realty
agreed to reduce the commission to $1,500 to enable the Debtor to
receive a greater share of the sale proceeds.  Ms. Marshall of
Alfa Realty was the agent for both the buyer and the Debtor for
the proposed sale of the Property.

On Oct. 20, 2011, the Debtor requested for authorization to sell
real property located at 3935 Southmont Drive, Montgomery,
Alabama.  The Debtor required the services of Alfa Realty to
market the property.

To the best of the Debtor's knowledge, Alfa Realty is a
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company is a Maryland
corporation whose business activities consisted primarily of
originating, acquiring, and servicing mortgage loans.
Specifically, KH Funding originated commercial real estate
mortgage loans and investment property residential mortgage loans
and also purchased residential first and second mortgage loans
from other lenders.  These lending activities have been
concentrated primarily in the greater Washington, D.C. and
Baltimore areas.

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

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

As reported in the TCR on Oct. 3, 2011, KH Funding Company and the
Official Committee of Unsecured Creditors filed a proposed Joint
Plan of Liquidation for KH and an explanatory disclosure
statement.

The Plan provides that the Debtor's assets will be liquidated in
an orderly manner, including sales of real property owned by the
Debtor.


KH FUNDING: Taps RE/MAX Allegiance, RE/MAX Sails as Listing Agents
------------------------------------------------------------------
KH Funding Company, asks the U.S. Bankruptcy Court for the
District of Maryland for permisson to employ Allegiance Realty
Partners, doing business as REMAX Allegiance and RE/MAX Sails,
Inc., as listing agents and real estate brokers. Inc., for the
sale of real property.

Pursuant to a Plan of Liquidation, the Debtor will sell assets
including the real properties owned by the Debtor.

The Debtor relates that it requires the services of RE/MAX
Allegiance and RE/MAX Sails to market the Morris Road Property and
the Fleet Street Property.

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

The Debtor relates that on Oct. 21, 2011, the Court entered an
order authorizing the Debtor to proceed with the sale of the
Morris Street Property -- real property located at 1487 Morris
Road, S.E. Washington, D.C. -- but required the broker's fees to
be subject to an order approving the broker and further order of
the Court.

RE/MAX Sails is the listing broker for 2400 Fleet Street,
Baltimore, Maryland.  As the listing broker for the Debtor, RE/MAX
Sails showed the Fleet Street Property 68 times and was able to
procure a buyer for the Fleet Street Property.  The listing
agreement for the Fleet Street Property provides for a 5.5%
commission to be split between the Debtor's broker, Chris Cooke of
RE/MAX Sails and the buyer's broker, Powell of Long & Foster Real
Estate, Inc.

On Sept. 27, 2011, the Debtor requested for authorization to sell
real property located at 2500 Fleet Street, Baltimore, Maryland.

To the best of the Debtor's knowledge, RE/MAX Allegiance and
RE/MAX Sails are "disinterested persons" as that term is defined
in section 101(14) of the Bankruptcy Code.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company is a Maryland
corporation whose business activities consisted primarily of
originating, acquiring, and servicing mortgage loans.
Specifically, KH Funding originated commercial real estate
mortgage loans and investment property residential mortgage loans
and also purchased residential first and second mortgage loans
from other lenders.  These lending activities have been
concentrated primarily in the greater Washington, D.C. and
Baltimore areas.

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

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

As reported in the TCR on Oct. 3, 2011, KH Funding Company and the
Official Committee of Unsecured Creditors filed a proposed Joint
Plan of Liquidation for KH and an explanatory disclosure
statement.

The Plan provides that the Debtor's assets will be liquidated in
an orderly manner, including sales of real property owned by the
Debtor.


KH FUNDING: Bradley Swallow Wants to Resign as Counsel
------------------------------------------------------
Bradley J. Swallow, Esq., at Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC, asks the U.S. Bankruptcy Court for
the District of Maryland for permission to withdraw as counsel of
KH Funding Company.

Mr. Swallows tells the Court that, effective Oct. 18, 2011, he
resigned as a member of the firm.  Accordingly, he no longer
represents the Debtor.

According to Mr. Swallow, Gordon Feinblatt along with certain of
its member attorneys, including Lawrence D. Coppel, Esq.,
continues to serve as counsel to the Debtor, and the Debtor's
interests continue to be adequately represented by Mr. Feinblatt
and the firm's members.

                     About KH Funding Company

Silver Spring, Maryland-based KH Funding Company is a Maryland
corporation whose business activities consisted primarily of
originating, acquiring, and servicing mortgage loans.
Specifically, KH Funding originated commercial real estate
mortgage loans and investment property residential mortgage loans
and also purchased residential first and second mortgage loans
from other lenders.  These lending activities have been
concentrated primarily in the greater Washington, D.C. and
Baltimore areas.

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

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

As reported in the TCR on Oct. 3, 2011, KH Funding Company and the
Official Committee of Unsecured Creditors filed a proposed Joint
Plan of Liquidation for KH and an explanatory disclosure
statement.


LEVEL 3: Registers 10MM Common Shares Issuable Under Stock Plan
---------------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
up to 10,000,000 shares of the the Company's common stock, par
value $0.01 per share, that may be issued under the Level 3
Communications, Inc., Stock Plan, which was amended in May 2010
and May 2011 to, among other things, increase the number of shares
of Common Stock reserved for issuance thereunder by 10,000,000
shares in the aggregate, which amendments were approved by the
Company's stockholders at the Company's annual meetings of
stockholders held on May 20, 2010, and May 19, 2011, respectively.

In addition, this Registration Statement is filed by the Company
to register up to 665,608 shares of Common Stock that may be
issued under the 2003 Global Crossing Limited Stock Incentive Plan
to individuals who were not employed by or directors of the
Company or its subsidiaries at the effective time of the
Amalgamation.  On Oct. 4, 2011, Global Crossing Limited
amalgamated with a wholly owned subsidiary of the Company.  In
connection with the Amalgamation, at the effective time of the
Amalgamation, the Company assumed sponsorship of the Global
Crossing Plan, which was amended to provide for the issuance of
Common Stock.

A full-text copy of the Form S-8 is available for free at:

                        http://is.gd/S3Z3Ig

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Sept. 30, 2011, showed $9.25
billion in total assets, $9.77 billion in total liabilities and a
$523 million total stockholders' deficit.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LINDER'S FURNITURE: Closing All Locations; GOB Sales Begin
----------------------------------------------------------
Linder's Furniture is closing its doors for good.  Going-out-of-
business sales will begin on Thursday, Nov. 17, 2011 at all eight
Linder's Furniture stores, two Linder's Clearance Centers and
their one higher-end Legacy Furniture Store in Rancho Mirage.  The
sales will continue until the entire inventory is sold.

More than $20 million worth of furniture, mattresses and
accessories will be marked down.  Consumers who arrive first will
find the greatest values amongst the broadest selection of
merchandise, including sofas, chairs, tables, home theater
seating, entertainment centers, beds, desks, handmade oriental
rugs, and more.

On Nov. 2, 2011, Linder's Furniture entered into a General
Assignment for the Benefit of Creditors under California law, an
alternative to bankruptcy.  As of today, Linder's has made the
difficult decision to close its doors.

"Despite our best efforts, these turbulent times have left us with
no choice but to wind down our operations. We believe this
decision is in the best interest of our customers, employees and
creditors," stated Eric Foucrier, President of Linder's Furniture.

Philip Linder, Chairman of Linder's Furniture, commented, 'sadly,
this marks the end of our 31-year history.  We very much
appreciate the loyalty our customers have shown us over the years.
As a final 'thank you,' we encourage them to take advantage of
these incredible values, especially as the holiday season is about
to begin."

The going-out-of-business sale is being managed by a joint venture
between Gordon Brothers Group, LLC, a global advisory, lending and
investment firm and APJL Consulting, LLC, a liquidation firm
specializing in home furnishing retail stores.  All sales made
after Nov. 2, 2011 are final.  Returns made on merchandise
purchased prior to Nov. 2, 2011 will be handled in compliance with
the existing Linder's return policy.  Terms of payment include
Visa, MasterCard, Discover, American Express, Approved or
Certified Checks, and Cash. All other forms of payment, past or
present, are no longer accepted including financing, Linder's
Furniture Credit Card, store credits, gift certificates, and/or
any other coupons issued.

"With the discounts that consumers will be getting on the
furniture, we expect the merchandise to sell out fast. We
encourage customers to shop early when the broadest selection of
merchandise is available," said Tim Shilling, Vice President,
Gordon Brothers Group.

                       About Gordon Brothers

Founded in 1903, Gordon Brothers Group, LLC --
http://www.gordonbrothers.com/-- is a global advisory,
restructuring and investment firm specializing in the retail,
consumer products, industrial and real estate sectors. Gordon
Brothers Group maximizes value for both healthy and distressed
companies by purchasing or selling all categories of assets,
appraising assets, providing debt financing, making private equity
investments, and operating businesses for extended periods.
Gordon Brothers Group conducts over $50 billion in transactions
and appraisals annually.

Founded in 1980 by Phil Linder, Linder's Furniture is a premier
furniture and design showcase in Southern California.  With 10
conveniently located showrooms, Linder's consistently offers the
best selection of high-quality home furnishings, mattresses and
home theater products at the guaranteed lowest prices.


MF GLOBAL: Sold $1.5BB in Euro Debt at Loss Pre-Bankruptcy
----------------------------------------------------------
Aaron Lucchetti, writing for The Wall Street Journal, reports that
a person familiar with the matter said MF Global Holdings Ltd.
sold about $1.5 billion of its European sovereign-debt holdings
just before the bankruptcy filing.  The sales came largely after
MF Global reported a surprisingly steep quarterly loss Oct. 25 and
added up to more than 20% of MF Global's total exposure of $6.3
billion as of Sept. 30.  WSJ relates that according to a person
familiar with the trades, the company sold the positions at a
loss.  The size of the losses couldn't be determined.

The source told the Journal that the remaining $4.8 billion in
sovereign-debt positions that weren't sold were turned over to MF
Global's bankruptcy administrator in the U.K.  According to that
source, the administrator, KPMG, took control of the leftover bets
because the trades were cleared in London.

The Journal says MF Global's overall portfolio was tied to the
bonds of countries such as Italy, Portugal and Spain. As of Sept.
30, more than half of the trades were based on Italian sovereign
bonds.  Most of the securities firm's bets on European sovereign
debt were due to mature in 2012.


MF GLOBAL: Commodity Markets Trading Drop Due to Bankruptcy Filing
------------------------------------------------------------------
Jerry A. DiColo, writing for Dow Jones Newswires, reports that
trading volumes remain depressed across several commodity markets
one week after the collapse of MF Global Holdings Ltd.  Dow Jones
says crude oil, gold and wheat futures in the U.S. have seen a
drop in the number of contracts changing hands over the past week.
Some former MF Global customers are waiting for their accounts to
be unfrozen so they can resume trading.  Others with access to the
trading floor also have stepped back, worried about market
distortions that could emerge due to the events of the past week.

Dow Jones notes that almost instantly after MF Global's filing,
traders on U.S. futures exchanges with accounts at MF Global found
they were unable to buy and sell futures and options.  Some on the
exchange floors of Chicago and New York were physically barred
from trading pits.

According to Dow Jones:

    -- Crude-oil volume on the New York Mercantile Exchange has
       been more than 20% lower than its 200-day average for
       four of the last six trading days.

    -- Gold-futures volume on the Comex has been under the
       200-day moving average every trading day since MF
       Global's collapse, falling 52% below that level Monday.

    -- Wheat futures have fallen as much as 36% below the same
       level last week and remained below the average throughout
       the period until a surge in trading Monday.

Dow Jones relates investors and market watchers said the
uncertainty in Europe also has hurt many markets not traditionally
tied to global economic events, and traders focused on traditional
factors like weather or harvests have reduced some bets.

MF Global was one of the largest clearing firms in the U.S.,
holding $5.5 billion in trading accounts.  A clearing firm works
with exchanges to ensure markets operate smoothly, holding client
funds and posting collateral to back up trades.

According to Dow Jones, even though exchange operator CME Group
Inc. and the bankruptcy trustee have said they are working to get
the accounts unfrozen by Tuesday evening, thousands of traders who
used MF Global to clear trades have been locked out of the market
for more than a week.

                          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: Harris Bank Tagged in Missing Client Funds
-----------------------------------------------------
Matthew Goldstein, Lauren Tara LaCapra, David Henry and Jennifer
Ablan at Reuters reported that Harris Bank, a division of the Bank
of Montreal, is emerging as a starting point in the investigation
by federal authorities, who are trying to determine what happened
to more than $600 million in MF Global customer money that remains
unaccounted for eight days after the firm collapsed in bankruptcy.

A Harris Bank branch office in downtown Chicago was the main
repository for money from many of MF Global's 150,000 customers,
according to customers and representatives with smaller investment
firms that introduced clients to the New York-based brokerage, the
report said.

A person familiar with a preliminary investigation by the Federal
Bureau of Investigation told Reuters that one of the things
authorities are looking into is what happened with the customer
money held in segregated accounts at Harris Bank.

A segregated account is a separate account used by brokers to keep
their customers' money separate from the firm's money, Reuters
said.

A spokesman for Harris Bank told Reuters that the bank is
prohibited by confidentiality laws from discussing the customer
accounts.  Lawyers representing Harris Bank in the MF Global
bankruptcy did not return a phone call or e-mail seeking comment,
Reuters said.

Kent Jarrell, a spokesman for James Giddens, the New York attorney
approved by the bankruptcy court to oversee the liquidation of MF
Global Inc., said: "the trustee is aware that some MF Global Inc
customer funds went through Harris Bank."

                          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: Grant Park Transfers Trading Positions
-------------------------------------------------
MF Global Holdings Ltd., the parent of MF Global Inc., one of the
clearing brokers of Grant Park Futures Fund Limited Partnership,
filed for bankruptcy protection under Chapter 11 of the U.S.
bankruptcy laws on November 1, 2011.

Three of Grant Park's 12 commodity trading advisors executed a
portion of their trading activity through MF Global.  In the
aggregate, the assets of Grant Park allocated to these CTAs and
previously cleared through MF Global represent approximately 2.3%,
or approximately $20 million, of Grant Park's total assets.  As of
September 30, 2011, Grant Park had total assets of $885.65
million.  None of these traders executed any Forex trading through
the firm.

On October 31, 2011, Grant Park established customer segregated
accounts at Jefferies Bache LLC, an affiliate of Jefferies &
Company, and the trading positions previously established at MF
Global are currently in the process of being transferred to
Jefferies.  As a result, Grant Park's CTAs will continue to trade
those positions with Jefferies.  Grant Park's other clearing
brokers, Newedge USA LLC and UBS Securities LLC, continue to clear
trades for Grant Park in the normal course.

Approximately 2.3% of Grant Park's cash remains at MF Global and
is held in U.S. Treasury bills in customer segregated or secured
accounts.  MF Global's regulators, including the Commodity Futures
Trading Commission, have suspended the transfer of all cash
positions from MF Global until they can determine the issues
relating to the ultimate bankruptcy of that firm.

Dearborn Capital Management, LLC, Grant Park's general partner,
continues to monitor the situation relating to MF Global and to
work with the firm to facilitate the orderly transfer of all of
Grant Park's existing cash balances currently held at MF Global to
Jefferies.

To request more information, please contact Tony Kono at 973-850-
7323 or tkono@jcprinc.com

                      About Grant Park Funds

Grant Park Funds is a leader in the managed futures mutual fund
industry with $1 billion in assets under management.  Founded in
1989 by veteran CBOT trader David Kavanagh, Grant Park helps
investors diversify their portfolios by offering exposure to
managed futures through a transparent mutual fund.  The Grant Park
Futures Fund is a publicly-offered, multi-advisor managed futures
fund registered under the Securities Act of 1933.

Headquartered in Chicago, Grant Park Funds has one of the longest,
most distinguished track records in the history of the managed
futures fund industry.  For more information, visit
http://www.grantparkfunds.com/

        CONTACT: Tony Kono
                 JCPR
                 Tel: 973-850-7323
                 E-mail: tkono@jcprinc.com

                          About MF Global

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

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

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

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

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

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

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


MF GLOBAL: National Inflation Releases Statement on Missing Funds
-----------------------------------------------------------------
The National Inflation Association issued the following special
alert to its NIA members:

NIA's most popular guest who has been featured in many of NIA's
previous documentaries is Gerald Celente, President of the Trends
Research Institute and editor of the Trends Journal, which you can
subscribe to by going to http://www.trendsresearch.com Celente
has been bullish on gold for a long time and has been trading gold
since 1978.  His strategy is to accumulate gold futures until he
owns enough to take delivery of the physical gold. He then holds
on to the physical gold for the long-term in order to preserve the
purchasing power of his savings.

Celente has a futures account with Lind-Waldock, a division of MF
Global Inc.  Celente had been accumulating December gold futures
and was planning to take delivery of the physical gold next month.
Last Monday, Celente received a call from his broker informing him
that he had a margin call on his gold futures.  Celente thought
this was impossible because he knew that he had plenty of funds in
his account to meet the margin maintenance requirements.  His
broker then told him that his money was with the Trustee now and
unless he immediately sent over a large amount of cash, his
positions would be liquidated.

The Trustee, in coordination with the CFTC, SIPC, and the CME,
transferred over 17,000 customer accounts from MF Global to R.J.
O'Brien.  However, the Trustee only transferred about $1.55
billion or approximately 62% of the $2.5 billion in collateral
that MF Global clients had.  According to R.J. O'Brien, the
accounts they received had only 75% of the margin maintenance
requirements related to their accounts.  This meant that every
single MF Global client was now faced with a margin call and had
to deposit additional funds to bring their accounts above R.J.
O'Brien's initial margin requirement.

Many gold investors are buying gold to protect themselves from
hyperinflation, which could hit the U.S. as soon as next year.
Most of these people only keep enough of their wealth in U.S.
dollars to pay their short-term bills and aren't in a position to
wire over a huge amount of cash the next day.  Therefore, most
former MF Global clients have seen other people enter into their
own personal accounts and sell their assets in recent days.

MF Global's CEO for the past two years was Jon Corzine, who made
his fortune as CEO of Goldman Sachs and went on to become governor
of New Jersey.  Corzine should know a thing or two about taking
major risks.  After all, Corzine was one of the Wall Street CEOs
that helped orchestrate the bailout of Long-Term Capital
Management (LTCM) in 1998 after LTCM borrowed 97% of the money
that they invested heavily into Russian sovereign debt that Russia
defaulted on.

MF Global, with Corzine at the helm, invested $6.3 billion into
the bonds of Italy, Spain, Belgium, Ireland, and Portugal. These
bonds were set to mature next year and Corzine thought that as
long as none of these countries defaulted on their debt, MF Global
would make a large profit.  Corzine apparently agreed with NIA's
viewpoint that the ECB is likely to bailout any large eurozone
countries and rescue them from default.

Unfortunately, Corzine made the same mistake LTCM did and used
leverage of over 40 to 1.  MF Global had over $40 billion in
assets, but had less than $1 billion in equity.  Last month after
it was disclosed that FINRA forced MF Global to increase their net
capital backing its European sovereign debt position, ratings
agencies downgraded MF Global's debt, clients pulled funds from
their accounts, and shareholders sold their positions, forcing the
company to file for bankruptcy.

There is now $600 million missing from the accounts of MF Global
clients. Any brokerage firm is legally required to segregate their
funds from the personal funds of clients so that if the firm goes
under, their clients' money is safe.  It is amazing how absolutely
nobody in the mainstream media is accusing Corzine of doing
anything wrong, when $600 million in funds is still missing weeks
after MF Global filed for bankruptcy.  It is impossible for this
to have been an honest accounting mistake.  These funds are not
just going to turn up anytime soon.

Obviously, there must have been some kind of wrongdoing by
Corzine.  Most likely, this money was used by Corzine to back
their European sovereign debt positions as money was flowing out
of the firm in its final hours and more funds were needed to be
put up to prevent forced liquidations.  It is insane how after
every news story about MF Global in the mainstream media, they
almost always say, "Corzine hasn't been accused of any
wrongdoing." You can bet if somebody like Ron Paul was CEO of MF
Global, who is against the unconstitutional actions of the Federal
Reserve, he would've already been arrested for using the funds of
clients.  However, if somebody like Ron Paul was CEO of MF Global,
not only would he not have used clients' funds for corporate
purposes, but his first step after taking over as CEO of MF Global
would have been to reduce their leverage and get the firm out of
debt.

Corzine is without a doubt directly responsible for the $600
million in missing funds, but because he regularly has $35,800 per
plate fundraisers for Obama, he remains free while Celente and
other MF Global clients are left wondering if they will ever see
their money again.  Interestingly, when MF Global had their latest
bond offering, it said right in the prospectus that if Corzine was
appointed by Obama to become Treasury Secretary and confirmed by
Congress, those MF Global investors would receive 1% in extra
interest on their bonds.  The only good thing that will come out
of MF Global's bankruptcy is that Corzine now has no chance of
becoming Treasury Secretary and bankrupting our country in less
than two years like he did to MF Global and almost did to the
State of New Jersey.  Unfortunately, the U.S. will likely
experience hyperinflation in less than two years no matter who is
Treasury Secretary, because we are at a point where our debt can
only be paid back through monetization by the Federal Reserve.

The National Inflation Association is an organization that is
dedicated to preparing Americans for hyperinflation.  NIA provides
its members with articles about the U.S. economy and inflation,
daily news stories and blog updates, and important charts not
shown by the mainstream media.  NIA is the producer of economic
documentaries that have received a combined 15 million views
including the critically acclaimed 'Meltup', 'The Dollar Bubble',
'End of Liberty', 'Hyperinflation Nation', and brand new 'College
Conspiracy'.  NIA provides unbiased reviews of the major online
sellers of gold and silver bullion and also offers profiles of
gold, silver, agriculture, oil, and alternative energy companies
that could prosper in an inflationary environment.

                       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: Brower Pirven Files Securities Class Suit
----------------------------------------------------
The law firm of Brower Piven, A Professional Corporation, today
announced that it has filed a securities class action lawsuit on
behalf of shareholders who purchased or otherwise acquired the
common stock of MF Global Holdings Ltd.; formerly between May 20,
2011 through Oct. 28, 2011, inclusive.  The case captioned
DeAngelis v. Corzine, et al. is pending in the United States
District Court for the Southern District of New York, Case No. 11
CV 7866, against Defendants Jon S. Corzine, Henri J. Steenkamp,
Bradley I. Abelow and Michael G. Stockman.

                          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)


MICROBILT CORP: Taps Oscar Marquis as Special Regulatory Counsel
----------------------------------------------------------------
MicroBilt Corporation and CL Verify, LLC, ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Oscar Marquis & Associates as special regulatory compliance
counsel.

OM&A has represented the Debtors on a prepetition basis in
connection with various matters and provided compliance advice and
assistance to the Debtors with a focus on the Fair Credit
Reporting Act and consumer information data use.

OM&A will, among other things:

   a) assist the Debtors with respect to a Civil Investigative
Demand filed by the Federal Trade Commission (proceeding as an
exception to the automatic stay);

   b) provide legal, contractual and compliance advice and
representation regarding the disputes with Chex Systems, Inc.,
including, but not limited to, areas pertaining to the FCRA; and

   c) provide ongoing regular corporate assistance to help assure
compliance with legal and regulatory requirements, including, but
not limited to, the FCRA.

The Debtors propose to compensate OM&A at a monthly rate of
$7,500 plus reimbursement of actual and necessary expenses
incurred by OM&A.

OM&A disclosed that it holds a prepetition claim against the
Debtors on account of legal services rendered prior to the
Petition Date in the approximate amount of $62,363.  Additionally,
as of the Petition Date, Mr. Marquis personally held an
outstanding claim against the Debtors in the amount of $218,065.

The Debtors submit that neither OM&A's claim nor Mr. Marquis'
claim serve to disqualify OM&A from representing the Debtors on a
postpetition basis given that OM&A does not represent or hold any
interest adverse to either the Debtors or their estates with
respect to the matters upon which OM&A is to be employed, namely
regulatory compliance, consumer reporting and privacy issues.

                    About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.


MONEYGRAM INT'L: Effects a 1-for-8 Reverse Stock Split
------------------------------------------------------
Moneygram International, Inc., filed a certificate of amendment to
its Amended and Restated Certificate of Incorporation to effect a
1-for-8 reverse stock split and to proportionately decrease the
number of authorized shares of common stock.  At a special meeting
of stockholders held on Oct. 31, 2011, MoneyGram's stockholders
granted to the Board of Directors the authority to effect a
reverse stock split, reduce the number of authorized shares,
determine the exact reverse stock split ratio and proceed with the
reverse stock split, in the Board's discretion.

The reverse stock split is effective as of Nov. 14, 2011, and the
common stock will begin trading on a split-adjusted basis on the
New York Stock Exchange at the opening of trading on Nov. 15,
2011.  Beginning on Nov. 15, 2011, the common stock will trade for
20 trading days under the symbol "MGID" to indicate that the
reverse stock split has occurred.  Thereafter, MoneyGram's trading
symbol will revert to its original symbol, "MGI."  In addition,
shares of MoneyGram common stock will trade under a new CUSIP
number effective Nov. 15, 2011.

At the effective time of the reverse stock split, every eight
shares of MoneyGram's issued and outstanding common stock were
automatically converted into one issued and outstanding share of
common stock without any change in the par value per share.  As a
result of the reverse stock split, the number of issued and
outstanding shares of common stock has been reduced from
approximately 398.7 million to approximately 49.8 million.  In
addition, the total number of authorized shares of common stock
has been reduced from 1.3 billion to 162.5 million.

No fractional shares will be issued in connection with the reverse
stock split.  Following the completion of the reverse stock split,
MoneyGram's exchange agent, Wells Fargo Shareowner Services, will
aggregate all fractional shares that otherwise would have been
issued as a result of the reverse stock split and those shares
will be sold into the market.  Stockholders who would otherwise
hold a fractional share of common stock will receive a cash
payment from the proceeds of that sale in lieu of such fractional
share.  Stockholders will receive instructions from Wells Fargo
Shareowner Services as to how to exchange existing share
certificates for book entry shares representing the post-reverse
split shares.

Also on the effective date, the conversion ratio for MoneyGram's
Series D Participating Convertible Preferred Stock has been
automatically adjusted pursuant to the terms of the Amended and
Restated Series D Participating Convertible Preferred Stock
Certificate of Designations from 1,000 to 125.  As a result, the
173,189.5678 shares of Series D Stock outstanding will be
convertible into 21,648,692 shares of common stock on the terms
set forth in the Series D Certificate of Designations.

Additional information regarding the reverse stock split can be
found in MoneyGram's proxy statement filed with the Securities and
Exchange Commission on Sept. 30, 2011, a copy of which is
available at www.sec.gov.

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at Sept. 30, 2011, showed $5 billion
in total assets, $5.10 billion in total liabilities and a $108.16
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 15, 2011, Fitch Ratings has
affirmed and simultaneously withdrawn the 'B+' Issuer Default
Rating (IDR) of MoneyGram International Inc.  Fitch has withdrawn
the rating for business reasons.  The ratings is no longer
relevant to the agency's coverage.


MONEYGRAM INT'L: To Offer 11.25 Million Shares of Common Stock
--------------------------------------------------------------
MoneyGram International, Inc., announced an underwritten secondary
public offering for an aggregate of 11,250,000 shares of
MoneyGram's common stock by affiliates and co-investors of Thomas
H. Lee Partners, L.P., and affiliates of Goldman, Sachs & Co.

The selling stockholders have also granted the underwriters a 30-
day option to purchase up to an additional 1,687,500 shares of
common stock.  The shares of common stock in the proposed offering
have been determined after giving effect to MoneyGram's reverse
stock split effective as of Nov. 14, 2011.  MoneyGram will not
receive any proceeds from the proposed offering.

Morgan Stanley, Goldman, Sachs & Co., BofA Merrill Lynch, J.P.,
Morgan and Wells Fargo Securities will act as book running
managers for the proposed offering.  William Blair & Company,
Morgan Keegan and Piper Jaffray will act as co-managers.
The offering will be made only by means of a prospectus.  A copy
of the preliminary prospectus related to the offering, when
available, may be obtained from Morgan Stanley & Co. LLC, via
telephone: 1-866-718-1649; E-mail: prospectus@morganstanley.com;
or standard mail at Morgan Stanley & Co. LLC, 180 Varick Street,
New York, NY 10014, Attn: Prospectus Department; Goldman, Sachs &
Co., Attn: Prospectus Department, 200 West Street, New York, NY,
10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or email
prospectus-ny@gs.com; BofA Merrill Lynch, Attn: Prospectus
Department, 4 World Financial Center, New York, NY 10080, email:
dg.prospectus_requests@baml.com; J.P. Morgan Securities LLC, Attn:
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, telephone: 866-803-9204; or Wells Fargo Securities, LLC,
Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY
10152, E-mail: cmclientsupport@wellsfargo.com, telephone: 1-800-
326-5897.

In conjunction with the completion of this secondary offering,
MoneyGram intends to make a partial redemption of the 13.25%
Senior Secured Second Lien Notes due 2018 held by affiliates of
Goldman Sachs.  The partial redemption will be for $175 million in
principal, at a redemption price of 113.25%.  MoneyGram expects to
finance up to $150 million of this redemption with the proceeds
from a new incremental credit facility, provided by a syndicate of
lenders, which is additive to the First Lien Senior Credit
Facility currently outstanding.  This refinancing will reduce the
interest expense incurred by MoneyGram.

The issuer has filed a registration statement including a
prospectus and a prospectus supplement with the Securities and
Exchange Commission for the offering to which this communication
relates.
*    *     *
                  About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at Sept. 30, 2011, showed $5 billion
in total assets, $5.10 billion in total liabilities and a $108.16
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 15, 2011, Fitch Ratings has
affirmed and simultaneously withdrawn the 'B+' Issuer Default
Rating (IDR) of MoneyGram International Inc.  Fitch has withdrawn
the rating for business reasons.  The ratings is no longer
relevant to the agency's coverage.


MONEYGRAM INT'L: Moody's Says 'B1' CFR Unaffected by Debt Change
----------------------------------------------------------------
MoneyGram International, Inc.'s proposed $150 million increase of
its First Lien Senior Credit Facility (resulting in total term
loan debt of $490 million) will not impact the company's B1
Corporate Family Rating (CFR). Proceeds would be used to repay a
portion of the Second Lien notes. While MoneyGram's total debt
will not change materially, the change in debt composition could
result in the rating of the First Lien term loan being lowered
from the current Ba1 rating.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010.


MSR RESORT: Has Access to Midland's Cash Collateral Until Dec. 15
-----------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized MSR Resort Golf Course
LLC, et al.'s continued use of cash collateral until Dec. 15,
2011.

Midland Loan Services, Inc., consented to the Debtors' continued
use of cash collateral use pursuant to the final order authorizing
the Debtors to (i) use the prepetition secured parties' cash
collateral; and (ii) provide adequate protection to the
prepetition secured parties.

The Court will convene a hearing today, Nov. 16, at 2:00 p.m.
(prevailing Eastern Time), to consider the Debtors' further access
to the cash collateral.

As reported in the Troubled Company Reporter on Oct. 28, 2011, the
Debtors asked the Court to authorize the Debtors to continue using
cash collateral through June 30, 2012, for working capital and
general corporate purposes, including with respect to the payment
of costs and expenses related to these Chapter 11 cases of the
Debtors, pursuant to a cash budget and an accrual budget.

The Debtors proposed the following adequate protection to protect
against diminution in the value of the Prepetition Collateral
occasioned by the Debtors' use of Cash Collateral, if any:

   * Adequate Protection Liens.  The Debtors will grant
replacement liens on all of the Mortgage Borrowers' postpetition
rights in, to, and under all present and after-acquired property
and assets, including the proceeds of any Avoidance Actions,
subject only to (i) the Carve Out and (ii) Prior Liens.

   * Superpriority Claims.  The Prepetition Secured Parties will
have an allowed superpriority administrative expense claim against
the
Mortgage Borrowers and the Mortgage RE Entities (jointly and
severally) under sections 503(b), 507(a), and 507(b) of the
Bankruptcy Code, subject to the Carve Out.

   * Payment of Interest.  The Debtors will pay to the Mortgage
Lender, for the benefit of the Prepetition Secured Parties, on an
ongoing basis, the current cash payment of interest on the
Prepetition Secured Obligations at the non-default contract rate
of interest set forth in (and at the times provided for in) the
Mortgage Loan Documents, except that that the rights of the
Debtors, of the Mortgage Lender, and of any Committee are reserved
with respect to whether interest should be paid at the default
rate.

   * Expense Reimbursement.  Within 7 business days after receipt
of a reasonably detailed invoice, the Debtors will pay all
reasonable and documented fees and expenses of the Servicer, and
its counsel and financial advisor, and the Mortgage Lender and its
counsel incurred in connection with the Mortgage Loan and
Servicing Documents and the Chapter 11 cases, in each case to the
extent such payment would be required by the express terms of the
applicable Mortgage Loan and Servicing Documents.

   * Reporting Obligations.  The Mortgage Borrowers will during
these Chapter 11 cases comply with certain reporting obligations
set forth in the Cash Collateral Order.

                         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.


NAVISTAR INTERNATIONAL: Inks Pact with Icahn to Destagger Board
---------------------------------------------------------------
Navistar International Corporation entered into an agreement with
investor Carl Icahn and certain of his affiliates to submit a
proposal to its shareholders at its 2012 Annual Meeting of
Shareholders to destagger the Board to elect directors on an
annual basis.  With this agreement, Mr. Icahn agreed not to seek
Board representation at the Company's 2012 Annual Meeting and
agreed to vote in favor of the Company's nominees for election at
the 2012 Annual Meeting.

"Navistar's Board and management team are committed to acting in
the best interests of the Company and all its shareholders, and we
believe that the annual election of our directors, without a
staggered board, further strengthens our corporate governance
practices," said Dan Ustian, Navistar's chairman, president and
chief executive officer.  "We also are pleased to have reached an
agreement with Mr. Icahn that includes his support for our Board
nominees for election at our upcoming shareholders meeting."

If approved by the shareholders, Navistar will begin the annual
election process starting with the class of three directors up for
election at the 2012 Annual Meeting of Shareholders.  Instead of
three-year terms, each nominee would be elected to a one-year term
at the 2012 Annual Meeting and subsequent annual meetings with a
majority of the Board being elected to a one-year term at the 2013
Annual Meeting, and all nominees being elected on an annualized
cycle as of the 2014 Annual Meeting of Shareholders.

"We have demonstrated a proven ability to deliver solid earnings,
and our future growth prospects are strong in large part due to
the strategy and vision of current management and the Board,"
Ustian said.  "We remain intensely focused on delivering value for
all shareholders by executing on our strategy, including building
a differentiated product offering, enhancing our already strong
North American business, growing our global truck and engine
businesses, sustaining our global military business, and expanding
our parts business."

                   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.


NCO GROUP: Incurs $28.8 Million Third Quarter Net Loss
------------------------------------------------------
NCO Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $28.88 million on $383.89 million of total revenues for the
three months ended Sept. 30, 2011, compared with a net loss of
$33.80 million on $383.08 million of total revenues for the same
period during the prior year.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company also reported a net loss of $104.49 million on
$1.15 billion of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $73.45 million on
$1.18 billion of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.14 billion in total liabilities
and a $17.89 million total stockholders' deficit.

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

                        http://is.gd/MwUYOK

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.


NISKA GAS: Moody's Lowers Corporate Family Rating to 'B1'
---------------------------------------------------------
Moody's Investors Service downgraded Niska Gas Storage Partners
LLC's (Niska) Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) to B1 from Ba3, its senior secured revolver
rating to Ba1 from Baa3 and its senior unsecured notes rating to
B2 from B1. A Speculative Grade Liquidity rating of SGL3 was
assigned. The rating outlook was changed to negative from stable.

RATINGS RATIONALE

The downgrade of the CFR to B1 reflects the sharply lower EBITDA
and elevated leverage that results from the compression in natural
gas summer/winter spreads and from low natural gas price
volatility. Moody's now expects Niska's March 31, 2012 fiscal year
Moody's adjusted EBITDA to be about $135 million compared to $209
million in the 2011 fiscal year. While the company has announced
its intention to liquidate up $200 million of its natural gas
inventory through physical delivery into its optimization
contracts through March 31, 2012, most of the proceeds will reduce
revolver borrowings leaving the company with about $830 million of
debt, a reduction of $70 million from the year-end 2011 level, and
debt to EBITDA of about 6.2x vs. 4.3x at the end of fiscal 2011.
(Moody's adjusts the company's balance sheet debt by $101 million
for operating leases.) Moody's believes that leverage will remain
elevated as the company awaits an improvement in storage spreads,
and continues to pay a common dividend of about $49 million per
annum, leaving little possibility of further debt reduction.

Niska's B1 CFR reflects the volatility of Niska's optimization
business coupled with high leverage and large cash distributions.
The rating anticipates a reduction of Niska's optimization
business to about 20% of its storage volume from nearly twice that
currently. The rating also considers the large working capital
requirements tied to the optimization business, the price and re-
contracting risks of the third-party term storage contracts, and
the practice of contracting only 60% to 70% of its storage
capacity to third-party users on both a long term (~50% of total
capacity) and short-term basis.

The rating is supported by the strategic value of Niska's physical
gas storage in Alberta, California and Oklahoma, and the
durability and low reinvestment requirements of its asset base.
The rating also considers working capital borrowings under the
revolver that are required to support the contango arbitrage
business, but which are mostly backed by purchased natural gas
inventory.

Niska's SGL-3 liquidity rating reflects adequate liquidity. Cash
on hand combined with internally generated cash flow (before
inventory liquidation) should cover interest payments, maintenance
capital expenditures and distributions through the end of calendar
2012. At March 31, 2012, after the liquidation of $200 million of
optimization inventory, Moody's estimates that Niska will have
approximately $50 million drawn under its $400 million revolver,
leaving about $300 million available. The company should remain
compliant with the fixed charge coverage ratio (1.1x) under its
revolver that governs the ability to draw more than 85% of the
revolver commitment. The company has no major debt maturities
until 2014 when its revolver matures. Niska's alternate liquidity
is limited as its assets are pledged to the banks and it has
little in the way of non-core assets that could be sold.

The negative outlook reflects the elevated leverage that Moody's
expects to persist through fiscal 2012. A change in outlook to
stable would be dependent on leverage remaining sustainably below
6x and the company increasing its mix of third-party term storage
business. An upgrade is unlikely over the near term. Longer term,
Moody's will consider an upgrade if reduced debt or growth in the
third-party term storage business lowered leverage sustainably
below 4.5x. An upgrade would also be dependent on reduced
dependence on the volatile optimization business. The rating could
be downgraded if it appears that debt to EBITDA is likely to be
sustained above 6X. A reliance on the proprietary optimization
business for more than 25% of its business could also lead to a
downgrade.

Headquartered in Calgary, Alberta, with assets in Alberta,
California and Oklahoma, Niska Gas Storage is the largest
independent owner and operator of natural gas storage assets in
North America.

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


NUTRITION 21: Filing of Sept. 30 Quarterly Report to be Delayed
---------------------------------------------------------------
Nutrition 21, Inc., discloses that it will not file its quarterly
report on Form 10-Q for the first quarter ended Sept. 30, 2011,
within the prescribed time period.

As reported in the TCR on Nov. 10, on Nov. 1, 2011, the Company
completed an auction for the Debtors' assets under section 363 of
the U.S. Bankruptcy Code, pursuant to which Nutrition 21
Acquisition Holding, LLC, has entered into an agreement to
purchase substantially all of the Debtors' assets and assume
certain related liabilities.

The Company is devoting substantially all its time and limited
management and personnel resources to the bankruptcy case,
including the sale of the Debtors' assets to the Purchaser, and
preparation of monthly operating reports that the Debtors are
required to file with the Bankruptcy Court.

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor-affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on
Aug. 26, 2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq.,
at Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.

On Sept. 22, 2011, the Bankruptcy Court issued an order
establishing bidding procedures for an auction to sell all or
substantially all of the Debtors' assets and scheduling a hearing
for the Bankruptcy Court to consider approval of the Debtors' sale
of such assets to a successful bidder at the Auction.

On Oct. 7, 2011, the Company, Nutrition 21, LLC, and N21
Acquisition Holding, LLC (the "Purchaser") entered into an Asset
Purchase and Sale Agreement, dated as of such date.  The Purchaser
entered into the Original Asset Sale Agreement as a 'stalking
horse" bidder and, accordingly, the consummation of the
transactions contemplated by the Original Asset Sale Agreement was
subject to the Company's solicitation and potential receipt of
higher or otherwise better competing bids at the Auction pursuant
to the Bidding Procedures.


ODYSSEY (II) DP: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Odyssey (II) DP III, LLC
          dba Magnolia Point Plaza
          fka CRF-Magnolia Point, LLC
        500 S. Florida Avenue, #300
        Lakeland, FL 33801

Bankruptcy Case No.: 11-20983

Chapter 11 Petition Date: November 11, 2011

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

Debtor's Counsel: Edward J. Peterson, III, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229- 0144
                  Fax: (813) 229-1811
                  E-mail: epeterson@srbp.com

Debtor?s
Chief
Restructuring
Officer:          WILLIAM MALONEY

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

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

The Company?s list of its eight largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb11-20983.pdf

The petition was signed by Robert L. Madden, president of OC DIP,
LLC, manager.

Affiliates that previously filed Chapter 11 petitions are
Century/AG ? Avondale, LLC, Odyssey Properties III, LLC, Century
(III) DP III, LLC, Odyssey (III) DP III, LLC, Odyssey (VI)
Commercial DP I, LLC, and Odyssey (III) DP IX, LLC.


OZBURN-HESSEY HOLDING: S&P Lowers Corp. Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Brentwood, Tenn.-based Ozburn-Hessey Holding Co. LLC, including
lowering the corporate credit rating to 'B-' from 'B'. The outlook
is negative.

"The downgrade reflects OHL's deteriorating operating
profitability and cash flow adequacy, resulting from customer
attrition, and challenges integrating acquisitions," said Standard
& Poor's credit analyst Anita Ogbara. "Further, we expect credit
ratios to continue to weaken over the next several quarters."

The revised ratings on OHL reflect the company's competitive end
markets and high debt leverage. The contractual nature of the
contract logistics/warehousing business as well as relatively
stable industry fundamentals for the next few years partly offset
these factors. OHL offers various third-party logistics services,
including warehousing (about 37% of 2010 gross revenues), domestic
transportation (27%), and global freight management and logistics
(36%). Standard & Poor's characterizes OHL's business profile as
weak, its financial profile as highly leveraged, and its liquidity
as less than adequate.

"Our near-term outlook for the third-party logistics industry
remains stable because we expect companies to continue to
outsource these services to reduce costs, lower capital
expenditure requirements, manage working capital, and enhance
operating flexibility," Ms. Ogbara said. 'still, given the highly
fragmented competitive landscape, the sector will remain very
price competitive."

"OHL developed its current suite of logistics services, which
include warehousing, transportation, and other ancillary services,
through a series of acquisitions. Because of its acquisition
history and private ownership structure, OHL is highly leveraged,
with limited financing sources. Over the past few quarters,
earnings have deteriorated following the refinancing and
consolidation (completed in March 2010) of its less-profitable
global freight management and logistics operations.


PETTERS GROUP: SEC Charges Hedge Fund Managers With Aiding Fraud
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that regulators charged
two more hedge fund managers with helping feed funds to a
Minnesota Ponzi scheme that eventually defrauded victims of at
least $3.65 billion.

                       About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHILADELPHIA ORCHESTRA: Gets Final OK to Obtain $3.1MM DIP Loan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized, on a final basis, Philadelphia Orchestra Association
and academy of Music of Philadelphia, Inc., to:

   i) obtain loans in the aggregate principal amount of
   $3,100,000 from Sun Federal Credit Union;

  ii) enter into the debtor-in-possession credit and security
   agreement and the agreements and instruments contemplated
   thereby and to perform other and further acts as may be
   required in connection with the DIP Credit Agreement;

iii) use cash collateral; and

  iv) grant superpriority claims status to the DIP lender.

As reported in the Troubled Company Reporter on Oct. 24, 2011, the
material provisions of the DIP credit agreement includes, among
other things:

Borrower:                   The Philadelphia Orchestra Association

DIP Lender:                 Sun Federal Credit Union

DIP Facility Amount:        The total loan of $3,100,000 to be
                            made as loans on the Facility
                            Effective Date and will be structured
                            as two separate advances; one for
                            $2,000,000 and another for $1,100,000.

Interest Rates:             The Loan will bear interest on the
                            unpaid principal amount thereof from
                            the date made until repaid and the
                            interest rate will be 7-1/4% on the
                            outstanding balances of the Loan owing
                            to DIP Lender at the close of business
                            for each day during each calendar
                            month.

Post-Default Interest:      Upon the occurrence and during the
                            continuance of an Event of Default,
                            all obligations will bear interest at
                            the rate of 9-1/4% per annum until
                            paid.

Administrative Fee:         The Debtor will pay to DIP Lender on
                            the Closing Date, for its sole
                            account, an administrative fee in the
                            amount of $15,500 in total for the
                            Loans.

Repayment of Loan:          The Debtor agrees to repay in full all
                            outstanding principal amounts of the
                            Loan, and the Commitment will
                            automatically terminate and be
                            permanently reduced to zero, on the
                            Termination Date, which is the
                            earliest of, among other things: (a)
                            April 16, 2012; (b) if a plan of
                            reorganization has been confirmed by
                            order of the Bankruptcy Court.

Carve-Outs:                 The claims granted to the DIP Lender,
                            the postpetition liens and any claims,
                            security interests or liens ranking
                            pari passu with or junior in priority
                            to such claims of the DIP Lender will
                            be subject to payment of the Carve-
                            Outs.

Liens and Related Matters:  The Debtor will not, directly or
                            indirectly, create, incur, assume or
                            permit to exist any liens on or with
                            respect to the collateral of any kind,
                            whether now owned or hereafter
                            acquired.

Use of Proceeds:            The proceeds of the loan will be used
                            to fund working capital requirements,
                            operating expenses and capital
                            expenditures of the Debtor in the
                            ordinary course of the Debtor's
                            business.

Grant of Security
Interest:                   The Debtor hereby grants to DIP
                            lender, a security interest in the
                            following property now owned or at any
                            time hereafter acquired by the Debtor
                            or in which the Debtor now has or at
                            any time in the future may acquire any
                            right, title or interest.

                  About The Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor. Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series Inc. tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


PRIVATE MEDIA: NASDAQ Has Ruling Denying Continued Listing
----------------------------------------------------------
Private Media Group, Inc. has received a determination indicating
that the NASDAQ Listing Qualifications Panel has denied the
Company's request for continued listing on NASDAQ and accordingly,
NASDAQ suspended trading of the Company's shares effective with
the open of business, Nov. 15, 2011 pending the formal delisting
of the Company's securities from the exchange.  As a result, the
Company's common stock commenced trading on the over-the-counter
market at the opening of trading on November 15, 2011.  The
Company does not intend to appeal the Panel's determination to the
NASDAQ Listing and Hearing Review Council.

The Company remains committed to executing the compliance plan
presented to NASDAQ to correct the issues raised by NASDAQ in the
delisting notice previously reported in the Company's Form 8-K
filed with the Securities and Exchange Commission on Sept. 22,
2011.

                             About Private Media

Founded in 1965, Private Media Group -- http://private.com/--
is a brand-driven world leader in adult entertainment, operating a
global content distribution network with a wide range of platforms
including; the Internet, broadcasting via cable, satellite,
digital TV and IPTV on 194 platforms in 42 countries, mobile
content delivery via 114 network operators in 37 countries and
retail sale of DVDs and magazines.  Private Media Group owns the
worldwide rights to its extensive archive of high-quality content,
and also licenses its Private and "Silver Girls" trademarks
internationally for a select range of products and services.
Private is the world's preferred content provider of adult
entertainment to consumers anywhere, at any time and across all
distribution platforms and devices.


PROTALIX BIOTHERAPEUTICS: Posts $8.9MM Net Loss in 3rd Quarter
--------------------------------------------------------------
Protalix BioTherapeutics, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $8.9 million on $1.1 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $2.5 million on $3.2 million of revenues for the
same period last year.

The company had a net loss of $27.6 million on $6.0 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $20.5 million on $5.5 million of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$60.8 million in total assets, $78.2 million in total liabilities,
and a stockholders' deficit of $17.4 million.

"The ability of the Company to continue as a going concern is
dependent on either gaining regulatory approval or through raising
additional capital," the Company said in the filing.  "There can
be no assurance that the Company will be able to raise the
necessary funds if and when needed to finance its ongoing costs.
These factors raise substantial doubt about the ability of the
Company to continue as a going concern."

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

                       http://is.gd/RhpKzJ

Carmiel, Israel-based Protalix BioTherapeutics, Inc., is a
biopharmaceutical company focused on the development and
commercialization of recombinant therapeutic proteins based on the
Company's proprietary ProCellEx(TM) protein expression system, or
ProCellEx.


QUANTITATIVE ALPHA: Posts C$1.3 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Quantitative Alpha Trading Inc. reported a net loss of
C$1.3 million on for three months ended Sept. 30, 2011, compared
with a net loss of C$492,521 for the same period last year.

The Company does not generate revenues from operations.  The
Company relies on equity financing for its working capital
requirement to fund its operations, business and software
development activities.

The Company had a net loss of C$3.9 million on for the nine months
ended Sept. 30, 2011, compared with a net loss of $2.7 million for
the same period last year.

The Company's balance sheet Sept. 30, 2011, showed C$9.2 million
in total assets, C$212,857 in total liabilities, all current, and
stockholders' equity of C$9.0 million.

A copy of the Company's interim financial statements is available
for free at http://is.gd/Rj2sxt

As reported in the TCR on July 19, 2011 Grant Thornton LLP, in
Toronto, Canada, said that Quantitative Alpha Trading has not
generated any revenues from operations to date and further losses
are anticipated prior to the generation of any profits.  "These
conditions, along with other matters . . . ., indicate the
existence of a material uncertainty that may cast significant
doubt about the Company's ability to continue as a
going concern."

Headquartered in Mississauga, Ontario, Canada, Quantitative Alpha
Trading Inc. is a public company incorporated in the Province of
British Columbia, Canada.  It is in the business of developing and
promoting software for trading purposes.  Te Company trades on
CNSX under the symbol QAT and in the United States on the OTCQB
under the symbol QATSF.


RADIO ONE: Incurs $7.4MM Consolidated Net Loss in Third Quarter
---------------------------------------------------------------
Radio One, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a
consolidated net loss of $7.39 million on $104.44 million of net
revenue for the three months ended Sept. 30, 2011, compared with
consolidated net income of $2.04 million on $74.43 million of net
revenue for the same period during the prior year.

The Company reported a net loss of $26.62 million on
$279.90 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $48.55 million on $272.09 million of
net revenue during the prior year.

The Company also reported consolidated net income of
$29.83 million on $266.51 million of net revenue for the nine
months ended Sept. 30, 2011, compared with a consolidated net loss
of $55,000 on $208.55 million of net revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.52 billion in total assets, $1.06 billion in total liabilities,
$29.71 million in redeemable noncontrolling interests, and
$421.79 million in total equity.

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

                        http://is.gd/LvmijD

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's 'spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

                          *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


RADIO ONE: Accelerated Vesting of Shares Under 2009 LTIP Okayed
---------------------------------------------------------------
The compensation committee of the Board of Directors of Radio One,
Inc., approved the accelerated vesting of shares granted to
certain "key" employees under the Company's previously announced
2009 long term incentive plan.  Awards made under the 2009 LTIP
were in the form of restricted shares of Class D stock granted
effective Jan. 5, 2010.  The first installment of 33.3% vested on
June 5, 2010, and the second installment of 33.3% vested on
June 5, 2011.  The remaining installment of 33.3% which was
previously scheduled to vest on June 5, 2012, will now vest on
Nov. 19, 2011.

A total of 981,665 restricted shares of Class D stock will vest on
Nov. 19, 2011.  Of those shares, the remaining installments
vesting for named executive officers are as follows: (i) Chief
Executive Officer (333,333 shares); (ii) the Chairperson (100,000
shares); (iii) the Chief Financial Officer (75,000 shares); (iv)
the Chief Administrative Officer (75,000 shares); and (v) the
President of the Radio Division (43,333 shares).  The balance of
the shares have been allocated among certain other "key" employees
under the 2009 LTIP.

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's 'spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

The Company reported a net loss of $26.62 million on $279.90
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $48.55 million on $272.09 million of net
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.52
billion in total assets, $1.06 billion in total liabilities,
$29.71 million in redeemable noncontrolling interests, and $421.79
million in total equity.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

                          *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


R&G FINANCIAL: Files Supplement to Liquidation Plan
---------------------------------------------------
BankruptcyData.com reports that R&G Financial filed with the U.S.
Bankruptcy Court a supplement to the Company's Second Amended Plan
of Liquidation.

The Supplement contains: Exhibit 1) the Plan administrator
agreement; Exhibit 2) a non-exclusive list of causes of action and
Exhibit 3) a list of executory contracts, if any, to be assumed by
the Debtor in accordance with the Second Amended Plan.

As reported in the Troubled Company Reporter on Nov. 11, 2011,
R&G Financial Corporation filed its Second Amended Chapter 11
Plan of Liquidation with the U.S. Bankruptcy Court in Puerto Rico.
The Second Amended Plan incorporates certain immaterial and
technical modifications to the Debtor's First Amended Chapter 11
Plan.

The confirmation hearing on the Second Amended Liquidation Plan is
scheduled on Nov. 29, 2011 at 2:00 p.m.

A copy of the Second Amended Plan of Liquidation dated Oct. 27,
2011, is available for free at:

      http://bankrupt.com/misc/R&G_secondamendedplan.pdf

As reported in the TCR on Sept. 30, 2011, Judge Enrique S.
Lamoutte Inclan in Puerto Rico approved the disclosure statement
explaining R&G Financial's Chapter 11 plan of liquidation.

The Plan provides that all of the Debtor's assets will be
transferred to, and vest in, Liquidating RGFC.  The Plan provides
for the appointment of Clifford Zucker, CPA, as the plan
administrator and Wilmington Trust Company as the plan consultant
to oversee the activities of liquidating RGFC.

Under the Plan, holders of general unsecured claims, which claims
are estimated to range between US$10.9 and US$15.4 million, will
recover 0.30% to 2.3% of their allowed claim.  Holders of
Subordinated note claims, which claims are estimated at
approximately US$385 million, will also recover 0.30% to 2.3% of
their allowed claim.  Secured claims and priority claims not filed
by the Federal Deposit Insurance Corporation will get 100% of
their total allowed amount.  Non-FDIC Priority Claims are
estimated to range between US$350,000 and US$900,000.

                      About R&G Financial

San Juan, Puerto Rico-based R&G Financial Corporation was the
direct parent of R-G Premier Bank of Puerto Rico, a state-
chartered nonmember bank, through which RGFC primarily conducted
its business.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 10-04124) on May 14, 2010.
Brent R. McIlwain, Esq., Robert W. Jones, Esq., Esq., at Patton
Boggs LLP, in Dallas; and Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, in Hato Rey, P.R., serve as the Debtores
bankruptcy counsel.  The Debtor disclosed US$40,213,356 in assets
and US$420,687,694 in debts as of the Petition Date.


RAMSESEE INVESTMENT: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Ramsesee Investment Group, LLC
        975 N D Street
        San Bernardino, CA 92410

Bankruptcy Case No.: 11-44817

Chapter 11 Petition Date: November 13, 2011

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

Judge: Wayne E. Johnson

Debtor's Counsel: Julie Lim, Esq.
                  LAW OFFICES OF JULIE C. LIM
                  714 W. Olympic Boulevard, Suite 900
                  Los Angeles, CA 90015
                  Tel: (213) 765-0018
                  Fax: (213) 765-0158
                  E-mail: julie@limlawfirm.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its 18 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-44817.pdf

The petition was signed by Danny B. Singleton, manager.


RANCHER ENERGY: Filing of September 30 Quarterly Report is Delayed
------------------------------------------------------------------
Rancher Energy Corp.'s quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2011, could not be filed within the
prescribed time period, as the closing of the books and the
process of preparing the Company's financial statements for the
quarter ended Sept. 30, 2011, has been delayed due to the focus of
the Company's resources on the bankruptcy process.

As reported in the TCR on Sept. 1, 2011, the Company reported a
net loss of $243,670 for the three months ended June 30, 2011.
This compares to a net loss of $960,291 for the three months ended
June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $5.1 million
in total assets, $1.8 million in total liabilities, and
stockholders' equity of $3.3 million.

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
Oct. 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring effort.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

As reported in the TCR on March 25, 2011, the Company delivered to
the Bankruptcy Court a first amended Chapter 11 plan of
reorganization, and first amended disclosure statement explaining
that plan.


REAL MEX: Court Approves Milbank Tweed as Attorney
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Real Mex Restaurants Inc. and its debtor-affiliates to employ
Milbank, Tweed, Hadley & McCloy LLP as their attorney to perform
extensive legal services that will be necessary in all phases of
the Debtors' Chapter 11 case.

The firm's standard hourly rates are:

  Partners                         $795-$1,095
  Counsel                          $745-$980
  Associates & Senior Attorneys    $295-$715
  Legal Assistants                 $175-$290

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

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REAL MEX: Court Approves Pachulski Stang as Co-Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Real Mex Restaurants Inc. and its debtor-affiliates to employ in
Pachulski Stang Ziehl & Jones LLP as their co-counsel to perform
legal services that will be necessary in all phases of the
Debtors' Chapter 11 case.

The firm's professionals and their standard hourly rates are:

       Laura Davis Jones           $895
       James E. O'Neill            $650
       Curtis A. Hehn              $575
       Peter J. Keane              $345
       Karina Yee                  $255

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

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


RESPONSE BIOMEDICAL: Restates 2010 Annual Report to Correct Errors
------------------------------------------------------------------
Response Biomedical Corporation filed on Nov. 9, 2011, restated
financial statements for the year ended Dec. 31, 2010, and for the
first two quarters of 2011 to reverse certain transactions that
were improperly recorded in the financial statements and possibly
to record other corrections to those financial statements.

Upon reviewing the results of the Company's internal investigation
surrounding the restated financial statements for the year ended
Dec. 31, 2010, and the first two quarters of 2011, and consistent
with the initial observations of the external legal review, the
Audit Committee determined that revenue should not have been
recognized on one transaction in the fourth quarter of 2010.
Specifically, a single transaction with a reseller was identified
for C$500,000 where (a) the purchaser (a distributor) had not
ordered the product, (b) contingencies not shown on the invoice
determined the date if and when the product was to be paid for by
the distributor, and (c) additional contingencies needed to be
satisfied before the distributor could sell the product without
violating other contracts.  These qualifications were not
communicated to the Company's independent registered public
accounting firm at the conclusion of 2010 or early in 2011 during
the audit of the Company's 2010 financials which did not
facilitate a proper audit of the Company's consolidated financial
statements.

In addition, management deemed it appropriate to allocate an
adjustment made to cost of sales in the fourth quarter of 2010 to
the respective earlier quarters of 2010.  As a result, an
adjustment of C$200,000 was made to allocate the cost of sales
related to the first three quarters of 2010 from the fourth
quarter.

For the year ended Dec. 31, 2010, the Company reported a loss of
C$10.1 million, compared to a loss of C$9.5 million in 2009.  The
increase in the loss for the year ended Dec. 31, 2010, is
attributed to lower contract service fees and revenue from
collaborative research arrangements, lower gross margins from
product sales and increased employee severance costs due to an
organizational restructuring offset by lower operating expenses in
the research and development department and marketing and business
development department.

Total revenue for the year ended Dec. 31, 2010, decreased 28% to
C$7.1 million compared to C$9.9 million.

Revenues from product sales for the year ended Dec. 31, 2010,
decreased 17% to C$6.8 million compared to C$8.2 million in 2009.

The Company's restated balance sheet at Dec. 31, 2010, showed
C$19.5 million in total assets, C$11.5 million in total
liabilities, and stockholders' equity of C$8.0 million.

A copy of the Form 20-F/A is available for free at:

                       http://is.gd/Y7Uji3

   Restated Financial Statements for the First Quarter of 2011

For the three months ended March 31, 2011, the Company reported a
loss of C$1.6 million, compared to a loss of C$2.7 million for the
corresponding period in 2010.

Total revenue for the three months ended March 31, 2011, was
C$2.5 million, compared to C$1.5 million for the corresponding
period in 2010.

Revenues from product sales for the three months ended March 31,
2011, was C$2.0 million, compared to C$1.4 million for the
corresponding period in 2010.

The Company's restated balance sheet at March 31, 2011, showed
C$17.5 million in total assets, C$10.9 million in total
liabilities, and stockholders' equity of C$6.7 million.

A copy of the Restated Financial Statements for the Period Ending
March 31, 2011, is available for free at http://is.gd/tksv00

   Restated Financial Statements for the Second Quarter of 2011

For the three months ended June 30, 2011, the Company reported a
loss of C$797,129, compared to a loss of C$2.0 million for the
corresponding period in 2010.

Total revenue for the three months ended June 30, 2011, was
C$2.7 million, compared to C$2.3 million for the corresponding
period in 2010.

Revenues from product sales for the three months ended June 30,
2011, was C$2.7 million, compared to C$2.1 million for the
corresponding period in 2010.

The Company's restated balance sheet at June 30, 2011, showed
C$16.6 million in total assets, C$10.6 million in total
liabilities, and stockholders' equity of C$6.0 million.

A copy of the Restated Financial Statements for the Period Ending
June 30, 2011, is available for free at http://is.gd/PDniMT

The Company's auditors have not performed a review of the Restated
Financial Statements for the First Two Quarters of 2011.

                    About Response Biomedical

Vancouver, Canada-based Response Biomedical Corporation (TSX: RBM,
OTC BB: RPBIF) develops, manufactures and markets rapid on-site
diagnostic tests for use with its RAMP(R) platform for clinical
and environmental applications.  RAMP(R) represents a new paradigm
in diagnostics that provides high sensitivity and reliable
information in minutes.  It is ideally suited to both point of
care testing and laboratory use.

                          *     *     *

Ernst & Young LLP, in Vancouver, Canada, expressed substantial
doubt about Response Biomedical's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has sustained continuing losses
since its formation resulting inn a deficit of C$100.8 million as
of Dec. 31, 2010, and has not generated positive cash flow from
operations.


ROUND TABLE: Seeks Protection From Unsecured Creditor Group
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Round Table Pizza Inc. is
asking the bankruptcy court to hold a creditor group to its pledge
to support the restaurant chain's restructuring plan.

                         About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


SBARRO INC: Says Creditors Back Reorganization Plan
---------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that with a
confirmation hearing looming, Sbarro Inc. has submitted a
reorganization plan that it said had the "full and unqualified
support" of creditors, according to a memorandum filed Monday.
The company's memorandum filed in New York bankruptcy court
outlines a plan to reduce the company's debt by nearly 70%, from
about $400 million to about $130 million.

                          About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SEA TRAIL: Court Approves Stubbs & Perdue as Attorney
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina authorized Sea Trail Corporation to employ Stubbs &
Perdue P.A. as attorney to represent and assist the Debtor in
carrying out its duties.

The Debtor told the Court that it paid $51,442 retainer fee to the
firm from Feb. 11, 2011, to June 16, 2011, for services rendered.

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

Headquartered in Sunset Beach, North Carolina, Sea Trail
Corporation is a private company categorized under "Land
Subdividers and Developers, Residential."  Sea Trail Corporation
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on
Sept. 27, 2011, in Wilson, North Carolina.   The Debtor reported
$34,222,281 in assets and $22,174,201 in liabilities as of the
Chapter 11 filing.


SEABIRD EXPLORATION: Extends Grace Period to Nov. 23
----------------------------------------------------
Reference is made to earlier stock exchange notices.  Based on the
ongoing due diligence process with Fugro Norway AS and the
restructuring dialogue with key stakeholders, Norsk Tillitsmann
ASA has granted extensions of the SBX01 RET and the SBX02 RET with
a grace period of five and two business days, respectively,
bringing the payment date to Nov. 23, 2011 for both bond loans.
The extension is given on the condition that interest and default
interest will accrue pursuant to the bond agreement.  The
extension may be terminated at any time upon (i) the receipt by
the Bond Trustee of a written instruction from the appropriate
number of the voting bonds to revoke the extension of the grace
period, or (ii) a bondholders' meeting resolves to revoke the
extension of the grace period.

SeaBird Exploration PLC "SeaBird" is a global provider of marine
solutions for seabed acquisition of 3D/4C/4D multimode seismic
data with OBN operations, marine 2D and 3D seismic data, and
associated products and services to the oil and gas industry.
SeaBird specializes in high quality operations within the high end
of the source vessel and 2D market, as well as in the shallow
water 2D/3D market.  Main focus for the company is proprietary
seismic surveys (contract seismic).  Main success criteria for the
company are an unrelenting focus on Health, Safety, Security,
Environment and Quality (HSSEQ), combined with efficient
collection of high quality seismic data.


SMART ONLINE: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
Smart Online, Inc., is unable to timely file its Form 10-Q for the
quarter ended Sept. 30, 2011, due to the additional time necessary
to comply with XBRL requirements.  The Company expects to file its
10-Q for Sept. 30, 2011, within the five day extension period
provided by Rule 12b-25.

                         About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $1.28 million
in total assets, $22.34 million in total liabilities and a $21.06
million total stockholders' deficit.

As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010.  These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


SOLYNDRA LLC: Delayed Layoffs Until After 2010 Election
-------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Solyndra LLC
postponed a layoff announcement until the day after the 2010
midterm elections following a "push" by the Department of Energy
for a delay, according to documents released by House Republican
lawmakers in connection with a congressional probe.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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


SOUTH EDGE: Meritage Appealing Confirmation of Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Meritage Homes Corp., one of the eight owners of the
2,000- acre Inspirada residential development in Henderson,
Nevada, filed an appeal from the Oct. 27 confirmation order by the
U.S. Bankruptcy Court in Las Vegas approving the Chapter 11 plan
for the project. The plan was sponsored by the project's secured
lenders and the other owners from the homebuilding industry.

Mr. Rochelle notes that Meritage had the only objection to
confirmation.  The project's owner, South Edge LLC, is under
control of a Chapter 11 trustee who joined in the settlement
later.  They joined in the settlement later.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SP NEWSPRINT: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SP Newsprint Holdings LLC
        aka Bulldog Acquisition I LLC
            Bulldog Acquisition II LLC
            Publishers Papers
            Southeastern Paper Recycling
            SP Newsprint Merger LLC
        80 Field Point Road
        Greenwich, CT 06830

Bankruptcy Case No.: 11-13649

Debtor-affiliates that filed separate Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
        SP Newsprint Co., LLC       11-13650
        SP Recycling Corporation       11-13651
        SEP Technologies, L.L.C.       11-13652

Type of Business: SP Newsprint Holdings LLC is a newsprint company
                  controlled by polo-playing mogul Peter Brant.
                  SP Newsprint is the second Brant-owned newsprint
                  company to tumble into bankruptcy proceedings in
                  recent years.

                  SP Newsprint is one of the largest producers of
                  newsprint in North America.  SP Recycling
                  Corporation, a Georgia corporation and the
                  Debtors' other operating company, was
                  established in 1980 as a means for SP to secure
                  a ready supply of recycled fiber, a key raw
                  material for its newsprint.

Chapter 11 Petition Date: Nov. 15, 2011

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

Judge: Christopher S. Sontchi

Debtors'
Counsel:          CAHILL GORDON & REINDEL LLP
                  Eighty Pine Street
                  New York, NY 10005-1702
                  Tel.: (212) 701-3000
                  Fax (212) 269-5420

Debtors'
Local Counsel:    Lee E. Kaufman, Esq.
                  Mark D. Collins, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 North King Street
                  One Rodney Square
                  Wilmington, DE 19801
                  Tel: (302) 651-7582
                  Fax: (302) 651-7701
                  E-mail: kaufman@rlf.com
                          collins@RLF.com

Debtors'
Financial
Advisors:         ALIXPARTNERS, LLP

Debtors'
Claims and
Noticing
Agent:            THE GARDEN CITY GROUP, INC.

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

The petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

List of DEBTORS' 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Waste Management                   Trade Debt         $3,776,067
390 Innovation Way
Spartenburg, SC 29385

Rocktenn Recycling                 Trade Debt         $1,417,813
14079 Collection Center Drive
Chicago, IL 60693-0140

Lazard Ltd.                        Trade Debt         $1,014,666
30 Rockefeller Plaza
New York, NY 10020

United Healthcare                  Health               $880,004
1 Penn Plaza 8th Floor             Insurance
New York, NY 10019

FCR Recycling                      Trade Debt           $813,314
P.O. Box 1364
Willston, VT 05495

Laurens County Tax Commissioner    Property Tax         $688,586
P.O. Box 2099
Dublin, GA 31040

Asten Johnson Inc.                 Trade Debt           $682,101
P.O. Box 751985
Charlotte, NC 28275-1985

Georgia Central Railway, L.P.      Trade Debt           $678,467
13901 Sutton Park Drive South
Suite 125
Jacksonville, FL 32224

KT Brokerage Ltd.                  Trade Debt           $615,378
3900 Hobbs St.
Victoria, BC V8N4C9

Paper Stock Dealers, Inc.          Trade Debt           $602,790
1111 Mitchell Street
Knoxville, TN 37917

Pratt Industries Recycling         Trade Debt           $572,915
1800 A Saratoga Parkway
Conyers, GA 30013

American President Lines (APL)     Trade Debt           $557,641
116 Inverness Drive East
Englewood, CO 80112

Southern Appalachian Coal Sales    Trade Debt           $508,643
9050 B Executive Park Drive
Suite 100
Knoxville, TN 37923

Schneider National Inc.            Trade Debt           $497,325
P.O. Box 281496
Atlanta, GA 30384-1496

Land Care Services LLC             Trade Debt           $474,424
1513 Telfair Street
Dublin, GA 31021

Rumpke Recycling                   Trade Debt           $473,447
P.O. Box 538708
Cincinnati, OH 45253

Corrosion Monitoring               Trade Debt           $466,110
Services, Inc.
902 Equity Drive
Saint Charles, IL 60174

Tidewater Fibre Corp.              Trade Debt           $455,513
1958 Diamond Hill Road
Chesapeake VA, 23324

Cell Mark Inc.                     Trade Debt           $424,814
P.O. Box 641
Norwalk, CT 06856

Allied Waste                       Trade Debt           $421,853
684 Mauldin Road
Greenville, SC 29607

Link American Transportation       Trade Debt           $419,690
P.O. Box 731503
Dallas, TX 75373-1503

EKA Chemicals                      Trade Debt           $404,962
P.O. Box 905860
Charlotte, NC 28290-5860

Swift Transportation               Trade Debt           $379,327
P.O. Box 643985
Pittsburgh, PA 15264-3985

Applied Industrial Technologies    Trade Debt           $370,490
22810 Network Place
Chicago, IL 60673-1225





Super Service LLC                  Trade Debt           $368,730
24940 Network Place
Chicago, IL 60673-1249

MSC Co.                            Trade Debt           $366,636
10050 NW Freeway
Suite 100
Houston, TX 77092

Universal AM-Can Ltd.              Trade Debt           $349,155
P.O. Box 33297
Detroit, MI 48232

CSX Transportation                 Trade Debt           $347,138
P.O. Box 532652
Atlanta, GA 30353-2652

Continental Paper Grading Co.      Trade Debt           $344,216
P.O. Box 88654
Chicago, IL 60680-1654

Pension Benefit Guaranty                                Unknown
Corporation
Office of Chief Counsel
1200 K. Street N.W.
Washington, D.C. 20005-4026


STUDIO ONE: SingerLewak LLP Raises Going Concern Doubt
------------------------------------------------------
Studio One Media, Inc., filed on Nov. 7, 2011, its annual report
on Form 10-K for the fiscal year ended June 30, 2011.

SingerLewak LLP, in Los Angeles, expressed substantial doubt about
Studio One Media's ability to continue as a going concern.  The
independent auditors noted that the Company has historically
suffered recurring losses from operations, has a substantial
accumulated deficit and has limited revenues.

The Company reported a net loss of $9.1 million on $522,379 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $5.3 million on $206,059 of revenues for the fiscal
year ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $2.7 million
in total assets, $1.6 million in total liabilities, and
stockholders equity of $1.1 million.

A copy of the Form 10-K is available for free at:

                       http://is.gd/4rN4qe

Scottsdale, Ariz.-based Studio One Media,. Inc. (OTC BB: SOMD) is
a diversified media and technology company.  The Company's wholly-
owned subsidiaries include MyStudio, Inc., and AfterMaster HD
Audio Labs, Inc.


TRAILER BRIDGE: Files for Bankruptcy, Has $15MM DIP Financing
-------------------------------------------------------------
Trailer Bridge, Inc. filed a voluntary petition under Chapter 11
of the U.S. Bankruptcy Code.  The petition was filed in the U.S.
Bankruptcy Court for the Middle District of Florida.

The Company's filing of Chapter 11 comes one day after its $82.5
million 9.25% Senior Secured Notes became due.  The Company
believes that this action is the quickest and most efficient way
to restructure its balance sheet and ensure the long-term strength
of its operations.  The Company hopes to complete this
reorganization by the end of the first quarter of 2012, and will
work closely with its existing debt holders to emerge quickly from
Chapter 11.

Subject to Bankruptcy Court approval, and with the help of its
financial advisor Global Hunter Securities Trailer Bridge has an
agreement for $15 million in debtor-in-possession, or DIP,
financing.  This financing will enable to the Company to meet its
post filing obligations in the ordinary course of business,
maintain its sailing schedule and level of service and finance the
costs associated with the Chapter 11 process.  During the
Company's Chapter 11 case, Trailer Bridge, does not expect any
significant or unusual reductions in overhead, and will continue
its regular vessel deployment and sailing schedule.  Trailer
Bridge provides multiple, weekly U.S. Flag sailings between
Jacksonville, Florida, and San Juan, Puerto Rico, weekly sailings
between Jacksonville, Florida, and the Dominican Republic, as well
as weekly inter-island service between Puerto Rico and the
Dominican Republic.

William G. Gotimer, Jr. and Mark A. Tanner, the Company's co-Chief
Executive Officers, jointly stated, "While not an easy decision,
we are confident that restructuring our business and capital
structure will allow us to continue to provide reliable,
uninterrupted service to our customers. Since the Company was
founded in 1991, our management team has felt that our system
provides shippers with a completely integrated and cost-efficient
method of connecting the US mainland with Puerto Rico and the
Dominican Republic.  With the average age of our vessel fleet of
16 years and use of 53-foot high-cube containers, Trailer Bridge
offers the most modern ocean freight transportation system in the
Caribbean.  In recent weeks, we have seen significant volume
increases in our southbound freight service and increased revenue.
We believe that the efficiencies and service we offer shippers
will become increasingly important to shippers in the coming
months and years. "

Messer's Gotimer and Tanner concluded, "We fully expect to meet
the needs of our customers, our commitments to employees and our
obligations to suppliers during this restructuring, and greatly
appreciate their loyal support during this process.  This plan, if
successfully implemented, will result in a revitalized company
with a vastly improved and deleveraged balance sheet."

Chapter 11 of the U.S. Bankruptcy Code allows a company to
continue to operate its business and manage its assets in the
ordinary course of business. Congress enacted Chapter 11 to avoid
the negative effects of liquidation proceedings and to enable a
debtor business to preserve its going concern value and its
operations, as well as to provide its employees with jobs and to
satisfy creditor claims based upon the value of the reorganized
company.

                  About Trailer Bridge

Trailer Bridge, Inc. provides integrated trucking and marine
freight service to and from all points in the lower 48 states and
Puerto Rico and Dominican Republic, bringing efficiency, service,
security and environmental and safety benefits to domestic cargo
in that traffic lane.  This total transportation system utilizes
its own trucks, drivers, trailers, containers and U.S. flag
vessels to link the mainland with Puerto Rico via marine
facilities in Jacksonville, San Juan and Puerto Plata.


TRIANGLE HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Triangle Holdings, LLC
        2044 Highway 182 West
        P.O. Box 2313
        Columbus, MS 39704

Bankruptcy Case No.: 11-15293

Chapter 11 Petition Date: November 11, 2011

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  E-mail: cmgeno@hjglawfirm.com

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

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

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

The petition was signed by Scott C. Hannon, member/owner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Triangle Maintenance Service LLC       11-15142   11/03/11


TRIDENT MICROSYSTEMS: Posts $39.1 Million Net Loss in Q3
--------------------------------------------------------
Trident Microsystems, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $39.1 million on $80.1 million of
revenues for the three months ended Sept. 30, 2011, compared with
a net loss of $17.5 million on $176.6 million of revenues for the
same period of 2010.

For the nine months ended Sept. 30, 2011, the Company had a net
loss of $106.1 million on $238.0 million of revenues, compared
with a net loss of $75.1 million on $438.6 million of revenues for
the corresponding period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$236.8 million in total assets, $112.8 million in total
liabilities, and stockholders' equity of $124.0 million.

As of Sept. 30, 2011, the Company had an accumulated deficit of
$316.8 million.  The Company has incurred operating losses and
generated negative cash flows for the last three years.

"Given the loss of a significant expected intellectual property
licensing and engineering transaction, delays in mass production
of new programs, the continuing costs of the Company's previously
announced restructuring activities and a soft consumer electronics
market, the Company anticipates that the quarterly loss in the
fourth quarter will be at least as large as what the Company has
seen over the past year, further eroding the Company's cash
position," the Company said in the filing.

"The Company's near term liquidity has been negatively impacted by
these factors and it will be required to secure additional sources
of cash sooner than previously expected.  The Company's current
expectation is to successfully develop strategic alternatives to
improve near term liquidity.  However, the Company can make no
assurances and there is uncertainty regarding the Company's
ability to maintain liquidity sufficient to operate its business
effectively over at least the next twelve months, which raises
substantial doubt as to its ability to continue as a going
concern."

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

                       http://is.gd/Ai725t

Sunnyvale, California-based Trident Microsystems, Inc., is in the
digital home entertainment market, delivering an extensive range
of platform solutions that enhance the consumer experience in the
Connected Home and select Consumer Electronics (CE) products.
Trident's solutions can be found in the products of leading OEMs
and channel partners worldwide.



TUCSON ELECTRIC: $250-Mil. Unsec. Bonds Gets 'BBB-'
---------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Tucson Electric
Power Company's (TEP; Fitch Issuer Default Rating (IDR) of 'BB+')
$250 million 5.15%, unsecured bonds, due Nov. 15, 2021.  Proceeds
will be used to retire $150 million of variable-rate debt, pay
down revolver borrowings, and for general corporate purposes.  The
Rating Outlook for TEP is Positive.

The Positive Outlook incorporates gradual improvement in TEP's
risk profile with continued progress in lengthening debt
maturities and reduced reliance on variable interest rate debt.
Fitch also expects a generally reasonable outcome in the utility's
anticipated 2012 General Rate Case (GRC) which should permit
recovery of higher operating expenses incurred over the last few
years. Currently, TEP is operating under a five-year non-fuel
base-rate freeze following settlement of its 2007 GRC.

The ratings also reflect TEP's stable earnings and cash flows,
competitive electric rates, and successful renegotiation of its
bank agreement.

Rating concerns include high debt leverage, limited room under
debt-to-capitalization leverage restrictions in TEP's bank
agreements and frozen non-fuel base rates through 2012.
Additionally, TEP is precluded from filing a new rate case before
June 30, 2012.  Management of costs and ultimate recovery of such
expenses will be key to maintaining credit metrics.


U.S. EAGLE: Court Approves Grubb & Ellis as Real Estate Broker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized U.S. Eagle Corporation to employ Grubb & Ellis Company
as its real estate broker.

The firm has agreed to:

   (a) take the necessary steps to list and market the Debtor's
       "Riverside properties" in a manner to maximize the value
       thereof;

   (b) facilitate the dissemination of information to interested
       parties with respect to the Riverside Properties;

   (c) assist the Debtors with the sale process, and

   (d) take any other acts to prepare for, conduct and effectuate
       the sale of the  Riverside Properties and to ensure the
       highest possible price(s) and/or best offer(s) for the
       Riverside Properties.

Subject to this Court's approval and in accordance with Sections
330 and 331 of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, as may be applicable, the rules of this
Court, and such other procedures as may be fixed by order of this
Court, the Debtors requests that Grubb & Ellis be compensated on a
percentage fee basis in accordance with the terms of the
Agreement.

                       About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


U.S. EAGLE: Court Approves Collier Int'l as Real Estate Broker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized U.S. Eagle Corporation and its debtor-affiliates to
employ Collier International NJ LLC as real estate broker.

The firm agrees to:

   a) take the necessary steps to list and market the
      Lawrenceville Property located at 6 Litho Road,
      Lawrenceville, New Jersey, in a manner to maximize the
      value thereof;

   b) facilitate the dissemination of information to interested
      parties with respect to the Lawrenceville Property ;

   c) assist the Debtors with the sale process;

   d) take any other acts to prepare for, conduct and effectuate
      the sale of the Lawrenceville Property; and

   e) ensure the highest possible price and best offer for the
      Lawrenceville Property.

The Debtors propose to compensate the firm on a fixed percentage
fee basis of 5% of the gross sale amount.

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

                       About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


VALENCE TECHNOLOGY: Smith Electric Pays $2.4 Million Debt
---------------------------------------------------------
As disclosed in the Form 10-Q for the quarter ended Sept. 30,
2011, filed by Valence Technology, Inc., on Nov. 8, 2011, the
Company increased its allowance for doubtful accounts by $1.9
million in the quarter ended Sept. 30, 2011, related to disputed
amounts owed to the Company by Smith Electric Vehicles.  On
Nov. 10, 2011, Smith paid the Company $2,390,916, which amount
satisfied the outstanding payment obligations of Smith to the
Company.

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$41.23 million in total assets, $89.47 million in total
liabilities, $8.61 million in redeemable convertible preferred
stock, and a $56.84 million total stockholders' deficit.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VENTANA HILLS: Chapter 11 Bankruptcy Case Closed
------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
closed the Bankruptcy Case of Ventana Hills, Ltd., et al.

As reported in the Troubled Company Reporter on Sept. 13, 2011,
the Hon. Pamela S. Hollis confirmed the Plan of Reorganization
proposed by Ventana Hills Associates, Ltd., et al., and Anglo
Irish Bank Corporation Limited dated July 20, 2011.

Anglo Irish is the Debtors' secured creditor and holds a first
mortgage lien on the Debtors' apartment complex and substantially
all of the Debtors' assets.

On July 20, the Debtors and Anglo Irish submitted a stipulation
and agreement in support of the confirmation of the joint Plan.

The Plan generally contemplates the continuation of the Debtors'
business, with payment in full, including interest on all allowed
claims, through an extension of the maturity of the Debtors'
secured institutional debt, the payment of the Debtors' real
estate tax debts and the installment payment of the Debtors'
unsecured debt.  The Plan, although containing certain terms
different from the terms of the Debtors' prior Plan does not
adversely alter the treatment of any impaired class of claims who
voted in favor of the Debtors' prior Plan.

A full-text copy of the July 20 Plan is available for free at
http://bankrupt.com/misc/VENTANAHILLS_plan.pdf

                        About Ventana Hills

Ventana Hills Associates, Ltd., is the owner and operator of a
residential apartment project located in Pittsburgh, Pennsylvania,
known as "Ventana Hills Apartments.  Ventana Hills Apartments was
constructed in 2002 as a rental apartment community, in two
phases, and was purchased by the Debtor in 2004 for $50,000.

Ventana Hills Associates and affiliate Ventana Hills Phase II,
L.P., filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 09-41755) on Nov. 3, 2009.  The Debtors each estimated
assets of and debts of $50 million to $100 million in their
respective petitions.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt Ltd., in Chicago, Illinois, represented the Debtor.


VERIFONE INC: Moody's Reviews 'Ba3' CFR for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed VeriFone Inc.'s ratings,
including the Ba3 corporate family rating (CFR), on review for
possible downgrade following the company's announcement today that
it plans to acquire Point, a Northern European provider of payment
services for retailers, for approximately EUR 770 million (about
$1 billion USD), consisting of EUR 600 million of purchase price
and EUR 170 million of existing Point debt that will be paid off
at closing. Pro forma for this acquisition, Moody's expects
adjusted debt to EBITDA to increase from just below 3x to mid 4x
assuming an incremental $1 billion of additional debt and $80-90
million of acquired EBITDA and no assumed synergies from the Point
or Hypercom acquisitions.

RATINGS RATIONALE

Our review will focus on VeriFone's debt structure and financial
leverage of the combined entity upon closing of the financing,
liquidity position, prospects for debt reduction over the
intermediate term, acquisition appetite, and the strategic
benefits and integration risks associated with the merger in terms
of potential synergies and cost savings.

Ratings under review are:

Corporate family rating -- Ba3

Probability-of-default rating -- Ba3

$25 million ($40 million originally) Senior Secured Revolving
Credit Facility due 2012 -- Ba1 (LGD2 - 20%)

$220 million Senior Secured Term Loan due 2013 -- Ba1 (LGD2 - 20%)

The principal methodology used in rating VeriFone, Inc. was the
Global Business & Consumer Service Industry Rating Methodology
published in October 2010.

Headquartered in San Jose, California, VeriFone is a leading
provider of POS payment systems, solutions and services with
annual revenues over $1.1 billion.


VIR-LEN MIRACLE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Vir-Len Miracle, LLC
        7350 Oakman
        Dearborn, MI 48126

Bankruptcy Case No.: 11-69196

Chapter 11 Petition Date: November 10, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Hussein Saab, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Eljah, Inc.                            11-69195   11/10/11


VIRGIN OFFSHORE: Gordon Arata Initially OK'd as Trustee's Counsel
-----------------------------------------------------------------
The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the
Eastern District of Louisiana authorized, on an interim basis,
Gerald H. Schiff, Chapter 11 trustee in the Chapter 11 case of
Virgin Offshore USA, Inc., to employ the law firm of Gordon,
Arata, McCollam, Duplantis & Eagan, LLC as counsel.

As reported in the Troubled Company Reporter on Nov 3, 2011,
Gordon Arata is representing the trustee in the case and
investigate assets of the estate, including, without limitation,
claims and causes of action of the estate, possible recoveries
from avoidance actions, and rights in connection with ownership
and lease of real estate.

The trustee disclosed that he is a member of the firm.  The
trustee proposes to employ:

   1. Louis M. Phillips, leader of the firm's Bankruptcy/Debtor-
        Credit Practice Group;
   2. Courtney S. Lauer, member;
   3. Peter A. Kopfinger, member;
   4. C. "Peck" Hayne, member;
   5. Matthew "Matt" J. Randazzo, III, member;
   6. Fernand L. Laudumiey, IV, member;
   7. Ryan J. Richmond, associate; and
   8. Patrick M. Shelby, associate.

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

The Court also ordered that the rates charged by counsel between
the date of entry of the order and the final hearing on the
application to employ, are approved to the extent that they do not
exceed $375 per hour for attorneys and $90 for paralegals/legal
assistants.

The Court will convene a final hearing on Nov. 22, 2011, at
2:00 p.m., to consider the trustee request to employ the firm as
counsel.

                     About Virgin Offshore

Virgin Offshore USA, Inc., based in New Orleans, Louisiana,
produces oil and gas.  Creditors Dynamic Energy Services LLC,
Precision Drilling Company, LP, and Tanner Services LLC, owed
$1,895,824 in the aggregate, commenced an involuntary Chapter 11
bankruptcy proceeding against Virgin Offshore USA (Bankr. E.D. La.
Case No. 11-13028) on Sept. 16, 2011.  The petitioning creditors
are represented by Michael A. Crawford, Esq., at Taylor Porter
Brooks & Phillips LLP, H. Kent Aguillard, Esq., at Young, Hoychick
and Aguillard; and Jacque B. Pucheu, Jr., Esq., at Pucheu, Pucheu
& Robinson, LLP.

An affiliate of Virgin Offshore USA, Virgin Oil Company Inc.,
filed a Chapter 11 petition (Bankr. E.D. La. Case No. 09-11899) on
June 25, 2009.

The involuntary Chapter 11 bankruptcy petition against Virgin
Offshore USA, Inc., has been transferred to Judge Elizabeth W.
Magner.  The case was first given to Judge Jerry A. Brown.


WEST END FINANCIAL: Plan Outline Hearing Adjourned Until Nov. 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has adjourned the hearing on the Disclosure Statement explaining
West End Financial Advisors LLC's Chapter 11 Plan to Nov. 22,
2011, at 10:00 a.m.

As reported in the Troubled Company Reporter on Sept. 15, 2011,
there are three secured creditors with claims aggregating about
$13 million.  West End believes that the security interest for a
$5 million claim is invalid, according to the disclosure
statement.

The TCR reported that there are $13 million in general unsecured
creditor claims and $67 million in unsecured investor claims.  The
investors' claims will be treated as claims rather than equity and
share pro rata with general creditors.

Under the Plan, valid secured claims will be paid with five-year,
interest-bearing secured notes.  The notes can be paid before
maturity.  One secured claim, for $1.7 million, will be paid in
full if the lender receives $1 million by March.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).


WESTMORELAND COAL: Reports $1.5 Million 3rd Quarter Net Income
--------------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $1.57 million on $132.44 million of revenue for the
three months ended Sept. 30, 2011, compared with net income of
$2.41 million on $124.08 million of revenue for the same period
during the prior year.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

The Company also reported a net loss of $25.07 million on
$372.35 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $621,000 on $378.15 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$768.96 million in total assets, $943.33 million in total
liabilities and a $174.36 million total deficit.

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

                        http://is.gd/xkt6Ou

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

                          *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WESTMORELAND COAL: Reports $1.5 Million 3rd Quarter Net Income
--------------------------------------------------------------
Westmoreland Coal Company reported net income of $1.57 million on
$132.44 million of revenue for the three months ended Sept. 30,
2011, compared with net income of $2.41 million on $124.08 million
of revenue for the same period a year ago.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

The Company also reported a net loss of $25.07 million on
$372.35 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $621,000 on $378.15 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $768.96
million in total assets, $286.46 million in total debt, and a
$174.36 million total deficit.

"We are very pleased with our third quarter results," said Keith
E. Alessi, Westmoreland's President and CEO.  "Despite losing
significant tons again this quarter to flooding and record levels
of hydropower generation, we managed to increase both our
operating income and Adjusted EBITDA over the prior year.
Additionally, through excellent preparation and response, our ROVA
Power operation minimized its downtime and mitigated impacts
Hurricane Irene had on our third quarter operations."

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

                        http://is.gd/LK3Sks

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

                          *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WINDRUSH SCHOOL: Court OKs Meyers Law Group as Counsel
------------------------------------------------------
Windrush School sought and obtained permission from the U.S.
Bankruptcy Court for the District of California permission to
employ Meyers Law Group, P.C. as counsel.

Upon retention, the firm will, among other things:

   a. prepare and file the Debtor's schedules of assets and
      liabilities, statement of financial affairs, and other
      documents required under the Bankruptcy Code;

   b. advice and consult, and if appropriate, document preparation
      and negotiation, with respect to a plan of reorganization or
      other disposition of the case herein; and

   c. review and analysis, and if appropriate preparation of
      formal objections, with respect to claims asserted against
      the estate herein;

MLG has agreed to be compensated on a time-spent basis, based upon
its usual and customary hourly rates and fees.  MLG presently
charges $620.00 per hour for Mr. Meyers' services, and $420.00 to
$450.00 per hour for its current associates' services.  Those
rates are typically reviewed and adjusted at the beginning of each
calendar year.

The Debtor first engaged MLG as its bankruptcy counsel in
September 2011.  Pursuant to the terms of the engagement, the
Debtor has transferred the following funds to MLG, to be credited
monthly as services are provided to the Debtor:

   a. On Sept. 6, 2011, the amount of $50,000.00; and
   b. On Sept. 29, 2011, the amount of $101,039.00.

Merle C. Meyers, principal at of Meyers Law, attests that the firm
is a "disinterested person," as that term is defined in section
101(14) of the Bankruptcy Code.

                       About Windrush School

Based in El Cerrito, California, Windrush School is a private K-8
school.  The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440).  Judge William J.
Lafferty presides over the case.  Merle C. Meyers, Esq., at Meyers
Law Group PC, represents the Debtor.  The Debtor estimated assets
and debts of between $10 million and $50 million.

Attorneys for secured lender Wells Fargo Bank N.A. are Mike C.
Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq.,
at Reed Smith LLP.  Wells Fargo is the Indenture Trustee on
$13 million of bonds issued by the California Statewide
Communities Development Authority to Windrush School.


WOLF MOUNTAIN: U.S. Trustee Wants More Info on Special Counsel
--------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, asks the U.S.
Bankruptcy Court for the Central District of California to require
Wolf Mountain Resorts, L.C. to provide the information for the
Court's consideration of its motion to employ John P. Kreis, P.C.
as special counsel.

According to the U.S. trustee, Mr. Kreis has failed to make
required showing that it is entitled to the monthly payment
procedure -- the special counsel seeks monthly payments and
reimbursements by making monthly draws against the $5,000
retainer; and the employment application contains incomplete
information regarding the identity, experience and billing rates
of any of the generally referenced members, associates, of counsel
attorneys or other employees of proposed special counsel.  The
trustee notes that Mr. Kreis declaration failed to attach even a
redacted version of any engagement agreement in support of the
employment application.

The U.S. Trustee is Represented by:

         Jill M. Sturtevant, Esq.
         Assistant U.S. Trustee
         Kenneth G. Lau, trial attorney
         Office of the U.S. Trustee
         725 S. Figueroa St., Suite 2600
         Los Angeles, CA 90017
         Tel: (213) 894-4480
         Fax: (213) 894-2603
         E-mail: Kenneth.G.Lau@usdoj.gov

                    About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-
30162) on May 9, 2011.  Judge Peter Carroll presides over the
case.  David S. Kupetz, Esq., and Mark S. Horoupian, Esq., at
SulmeyerKupetz, serve as bankruptcy counsel.  Wolf Mountain
Resorts estimated that both its assets and debts measure between
$100 million and $500 million.


WORLDWIDE INFO: Judge Allows Hartford to Intervene in Privacy Case
------------------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that U.S. District
Judge Nanette K. Laughrey on Tuesday allowed Hartford Casualty
Insurance Co. to make its case as to why a $40 million monetary
judgment shouldn't be imposed in a class action against now-
bankrupt Hartford policyholder Worldwide Information Inc. over
Driver's Privacy Protection Act violations.

Law360 relates that Judge Laughrey granted Hartford's motion to
intervene in the suit, three months after granting a win to a
putative class of Missouri drivers who claimed Worldwide's
reselling of its entire database of driver's license information
violated the DPPA.


YRC WORLDWIDE: Files Form 10-Q, Incurs $120.1-Mil. Q3 Net Loss
--------------------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $120.08 million on $1.27 billion of operating revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$62.43 million on $1.13 billion of operating revenue for the same
period during the prior year.

The Company also reported a net loss of $264.93 million on
$3.65 billion of operating revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $346.89 million on $3.24
billion of operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $2.68
billion in total assets, $2.94 billion in total liabilities and a
$262.67 million total shareholders' deficit.

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

                        http://is.gd/BL84UB

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


ZAIS INVESTMENT: Court Denies Motion for Reconsideration
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
denied the application of Zais Investment Grade Limited VII to
reconsider its order denying the employment of Maples & Calder as
special Cayman Islands counsel.


As reported in the Troubled Company Reporter on May 30, 2011,
Zais has proposed to tap Maples and Calder to advise and consult
with respect to matters of Cayman Islands law, including, without
limitation, all implications of Cayman Islands concerning the
Debtor's day to day operations and day to day bankruptcy
proceedings.

                About Zais Investment Grade Limited

Zais Investment Grade Limited VII is based in Grand Cayman.

On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF
Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore
Masters, L.P. filed an involuntary Chapter 11 petition against
Zais Investment Grade Limited VII. On April 26, 2011, the U.S.
Bankruptcy Court for the District of New Jersey entered an order
for relief under chapter 11 of the Bankruptcy Code.

The Debtor tapped Wollmuth Maher & Deutsch LLP as general
bankruptcy counsel, and Jones Day as special counsel.

The Debtor disclosed $365,771,549 in liabilities in its schedules.


ZOGENIX INC: Incurs $22 Million Third Quarter Net Loss
------------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $22.03 million on $10.39 million of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$22.12 million on $7.05 million of total revenue for the same
period a year ago.

The Company also reported a net loss of $60.19 million on
$29.67 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $71.42 million on $14.63
million of total revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed
$116.88 million in total assets, $86.71 million in total
liabilities and $30.16 million in total stockholders' equity.

Roger Hawley, chief executive officer of Zogenix, stated, "In
August, we announced positive pivotal phase 3 efficacy results for
our most advanced investigational product candidate, Zohydro.  In
addition to meeting the primary endpoint of the study, Zohydro
demonstrated strong results for several important secondary
efficacy endpoints. Combined with our long-term safety study, we
believe we are well positioned for our NDA submission.  We have a
pre-NDA meeting scheduled with the FDA in the fourth quarter and
remain on track to submit our NDA for Zohydro by early 2012."

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

                        http://is.gd/G8hh1f

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix'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 lack of sufficient working
capital.


* Assured Guaranty May Back Debt From Alabama Municipalities
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Assured Guaranty
Ltd.'s municipal bond insurance unit will reconsider backing debt
from Alabama municipalities or those from other states without
strong bondholder protections against bankruptcy, its chief
executive said.


* NBH Plans IPO Of Up To $250 Million to Fund Bank Purchases
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that NBH Holdings Corp. filed
plans for an initial public offering of up to $250 million worth
of common stock to help the company continue its strategy of
buying bank assets in certain high-potential markets.


* Study: Past Defaults No Guide to Today's Municipal Woes
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a new study on
nearly a century of municipal-bond defaults showed that many of
the cities that missed debt payments during the Great Depression
wouldn't have today, giving weight to the argument that the
current economic slowdown will tip few state and local governments
into default.


* New York City Sees Increase in Commercial Property Defaults
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that despite a robust
recovery of commercial real estate values since the depths of the
recession, New York City properties purchased during the boom
years are increasingly falling into default.


* J.P. Morgan Plans to Issue CMBS Backed by Defaulted Loans
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that J.P. Morgan Chase
& Co. next year plans to issue the first U.S. commercial mortgage-
backed securities supported by defaulted loans since the 1990s as
it revives a practice that regulators used to extricate the nation
from the savings-and-loan crisis.


* FHA Deals With Solvency Questions as Mortgage Losses Rise
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Court reports that concerns are rising
that the Federal Housing Administration could run out money if the
economy doesn't recover soon, raising the risk the agency would
seek a taxpayer bailout for the first time in its 77-year history.


* Federal Reserve's Primary Trading Partners Hit Hard Times
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that four of the
Federal Reserve's main trading partners have failed in the past
four years, a record that has critics charging that the central
bank is doing a poor job monitoring firms on the other side of its
own trades.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Michael Lee
   Bankr. N.D. Ala. Case No. 11-83920
      Chapter 11 Petition filed November 9, 2011

In Re Ellen Sher
   Bankr. D. Ariz. Case No. 11-31373
      Chapter 11 Petition filed November 9, 2011

In Re Microgroup Manufacturing, Inc.
   Bankr. D. Ariz. Case No. 11-31282
      Chapter 11 Petition filed November 9, 2011
         filed pro se

In Re The Sher Survivor Trust
   Bankr. D. Ariz. Case No. 11-31369
      Chapter 11 Petition filed November 9, 2011
         See http://bankrupt.com/misc/azb11-31369.pdf
         Represented by: Stanford E. Lerch, Esq.
                         Lerch & Associates, PC
                         E-mail: ldlaw@ldlawaz.com
In Re Hawshon Riley
   Bankr. C.D. Calif. Case No. 11-56542
      Chapter 11 Petition filed November 9, 2011

In Re Sung Kim
   Bankr. C.D. Calif. Case No. 11-56543
      Chapter 11 Petition filed November 9, 2011

In Re Ron Ask
   Bankr. E.D. Calif. Case No. 11-46589
      Chapter 11 Petition filed November 9, 2011

In Re Eleno Dela Cruz
   Bankr. S.D. Calif. Case No. 11-18385
      Chapter 11 Petition filed November 9, 2011

In Re Troy Bostick
   Bankr. M.D. Fla. Case No. 11-08213
      Chapter 11 Petition filed November 9, 2011

In Re Shirley Hodgson
   Bankr. S.D. Fla. Case No. 11-41253
      Chapter 11 Petition filed November 9, 2011

In Re Danny Balbach
   Bankr. D. Idaho Case No. 11-03327
      Chapter 11 Petition filed November 9, 2011

In Re New England Heavy Hauling, LLC
   Bankr. D. Mass. Case No. 11-44701
      Chapter 11 Petition filed November 9, 2011
         See http://bankrupt.com/misc/mab11-44701.pdf
         Represented by: Jesse I. Redlener, Esq.
                         Dalton & Finegold LLP
                         E-mail: jredlener@dfllp.com

   In Re Nationwide Crushing and Recycling, LLC
      Bankr. D. Mass. Case No. 11-44703
         Chapter 11 Petition filed November 9, 2011
            See http://bankrupt.com/misc/mab11-44703.pdf
            Represented by: Jesse I. Redlener, Esq.
                            Dalton & Finegold LLP
                             E-mail: jredlener@dfllp.com

In Re 725 North Hickory Avenue, LLC
   Bankr. D. Md. Case No. 11-32236
      Chapter 11 Petition filed November 9, 2011
         See http://bankrupt.com/misc/mdb11-32236p.pdf
         See http://bankrupt.com/misc/mdb11-32236c.pdf
         Represented by: John K. Burkhardt, Esq.
                         John K. Burkhardt, P.A.
                         E-mail: jkburkhardt@msn.com

In Re Charles Kim
      Stacey Kim
   Bankr. D. Md. Case No. 11-32182
      Chapter 11 Petition filed November 9, 2011

In Re Reginald Hart
      Andrea Hart
   Bankr. D. Md. Case No. 11-32226
      Chapter 11 Petition filed November 9, 2011

In Re Robert Mullendore
   Bankr. D. Mont. Case No. 11-62141
      Chapter 11 Petition filed November 9, 2011

In Re Suresh Srivastava
   Bankr. D. Nev. Case No. 11-27576
      Chapter 11 Petition filed November 9, 2011

In Re Gerald MacNeil
   Bankr. D. N.H. Case No. 11-14135
      Chapter 11 Petition filed November 9, 2011

In Re Suncook River Realty Trust, LLC
   Bankr. D. N.H. Case No. 11-14136
      Chapter 11 Petition filed November 9, 2011
         See http://bankrupt.com/misc/nhb11-14136.pdf
         Represented by: David P. Azarian, Esq.
                         Azarian Law Office, PLLC
                         E-mail: dazarian@azarianlaw.net

In Re Washington Bakery, LLC
   Bankr. D. N.J. Case No. 11-42577
      Chapter 11 Petition filed November 9, 2011
         See http://bankrupt.com/misc/njb11-42577.pdf
         Represented by: Joan S. Lavery, Esq.
                         Lavery & Sirkis
                         E-mail: joan.lavery@verizon.net

In Re Biltwood Properties, LLC
   Bankr. M.D. Pa. Case No. 11-07600
      Chapter 11 Petition filed November 9, 2011
         See http://bankrupt.com/misc/pamb11-07600.pdf
         Represented by: Lawrence G. Frank, Esq.
                         Thomas, Long, Niesen and Kennard
                         E-mail: lawrencefrank@earthlink.net

In Re Peter Phillips
   Bankr. D. Utah Case No. 11-36136
      Chapter 11 Petition filed November 9, 2011

In Re Ron Alexander
   Bankr. W.D. Wash. Case No. 11-23055
      Chapter 11 Petition filed November 9, 2011

In Re John Pelegrino
   Bankr. C.D. Calif. Case No. 11-56699
      Chapter 11 Petition filed November 10, 2011

In Re Elizabeth Cortina
   Bankr. N.D. Calif. Case No. 11-14102
      Chapter 11 Petition filed November 10, 2011

In Re Grow, Inc.
   Bankr. M.D. Fla. Case No. 11-17014
      Chapter 11 Petition filed November 10, 2011
         See http://bankrupt.com/misc/flmb11-17014.pdf
         Represented by: Michael E. Morris, Esq.
                         Morris Legal Group, PLLC
                         E-mail: mike@morrislegalgroup.com

In Re Simpler Solar Systems, Inc.
   Bankr. N.D. Fla. Case No. 11-40909
      Chapter 11 Petition filed November 10, 2011
         See http://bankrupt.com/misc/flnb11-40909.pdf
         Represented by: Robert C. Bruner, Esq.
                         E-mail: RobertCBruner@hotmail.com

In Re Guillermo Garcia
   Bankr. S.D. Fla. Case No. 11-41385
      Chapter 11 Petition filed November 10, 2011


In Re Witwin, LLC
        dba Lilburn Family Dentistry and d/b/a Zoom Dental
   Bankr. N.D. Ga. Case No. 11-82568
      Chapter 11 Petition filed November 10, 2011
         See http://bankrupt.com/misc/ganb11-82568.pdf
         Represented by: George M. Geeslin, Esq.
                         E-mail: geeslingm@aol.com

   In Re Lilburn Family Dentistry, LLC
      Bankr. N.D. Ga. Case No. 11-82570
         Chapter 11 Petition filed November 10, 2011
            See http://bankrupt.com/misc/ganb11-82570.pdf
            Represented by: George M. Geeslin, Esq.
                            E-mail: geeslingm@aol.com

In Re Omni Storage VI, L.L.C.
   Bankr. E.D. La. Case No. 11-13711
      Chapter 11 Petition filed November 10, 2011
         See http://bankrupt.com/misc/laeb11-13711p.pdf
         See http://bankrupt.com/misc/laeb11-13711c.pdf
         Represented by: Barry W. Miller, Esq.
                         E-mail: bmiller@hellerdraper.com

In Re Jose Sanchez-Balcazar
   Bankr. D. Nev. Case No. 11-27680
      Chapter 11 Petition filed November 10, 2011

In Re KOL Marble And Granite, L.L.C.
   Bankr. D. N.J. Case No. 11-42635
      Chapter 11 Petition filed November 10, 2011
         See http://bankrupt.com/misc/njb11-42635.pdf
         Represented by: Joseph A. Diorio, Esq.
                         E-mail: josephdiorioesq@yahoo.com

In Re Diamond Catering Inc.
   Bankr. D. Nev. Case No. 11-27662
      Chapter 11 Petition filed November 10, 2011
         See http://bankrupt.com/misc/nvb11-27662.pdf
         Represented by: Gerry G. Zobrist, Esq.
                         E-mail: gerry@zobristlaw.com

In Re INIVIX International, Inc.
   Bankr. D. Nev. Case No. 11-27667
      Chapter 11 Petition filed November 10, 2011
         filed pro se

In Re Ronald Mabry
   Bankr. E.D. Texas Case No. 11-61016
      Chapter 11 Petition filed November 10, 2011

In Re J & GC, Inc.
        dba Frontier Concrete Services
   Bankr. N.D. Texas Case No. 11-37225
      Chapter 11 Petition filed November 10, 2011
         See http://bankrupt.com/misc/txnb11-37225.pdf
         Represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail: eric@ealpc.com

In Re Nam Oh
   Bankr. W.D. Wash. Case No. 11-23120
      Chapter 11 Petition filed November 10, 2011

In Re Carm's Builders, Inc.
   Bankr. D. Ariz. Case No. 11-31512
      Chapter 11 Petition filed November 11, 2011
         See http://bankrupt.com/misc/azb11-31512.pdf
         Represented by: Charles R. Hyde, Esq.
                         Law Offices Of C.R. Hyde
                         E-mail: crhyde@gmail.com

In Re Richard Hovell
   Bankr. W.D. Mo. Case No. 11-62410
      Chapter 11 Petition filed November 11, 2011

In Re Wayne Stutts
   Bankr. M.D. N.C. Case No. 11-11728
      Chapter 11 Petition filed November 11, 2011

In Re Martin Maniaci
      Deborah Maniaci
   Bankr. N.D. Ohio Case No. 11-19634
      Chapter 11 Petition filed November 11, 2011

In Re Phil Garside, Inc.
   Bankr. W.D. Tenn. Case No. 11-13451
      Chapter 11 Petition filed November 11, 2011
         See http://bankrupt.com/misc/tnwb11-13451.pdf
         Represented by: Michael T. Tabor, Esq.
                         E-mail: marissav@bellsouth.net

In Re Pilar Gonzalez
   Bankr. C.D. Calif. Case No. 11-56862
      Chapter 11 Petition filed November 13, 2011



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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.

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

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

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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

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


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