TCR_Public/111123.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 23, 2011, Vol. 15, No. 325

                            Headlines

ACCO BRANDS: Moody's Reviews 'B2' CFR For Upgrade
ACCO BRANDS: S&P Puts 'B+' Corp. Credit Rating on Watch Positive
ADELPHIA COMMS: Trust Wants to Extend Term Through 2014
ADVANCED BATTERY: Receives Delisting Notification From NASDAQ
AGY HOLDING: Moody's Downgrades CFR to Caa2; Outlook Negative

AMERICANWEST BANCORP: Plan Outline Hearing Slated for Jan. 12
AQUILEX HOLDINGS: Required to File Prepack by Jan. 27
AQUILEX HOLDINGS: Lowered to 'Ca' as Restructuring Looms
ATRINSIC INC: Posts $4.5 Million Net Loss in Third Quarter
BEACON POWER: To Hold Auction No Later than Jan. 25

BIO-KEY INTERNATIONAL: Posts $540,100 Net Loss in 3rd Quarter
BIO-RAD LAB: Fitch Affirm Rating on Senior Sub. Notes at 'BB+'
BLITZ USA: Final Hearing on DIP Loan/Cash Access Set for Dec. 5
BON-TON STORES: Fitch Lowers Issuer Default Rating to 'B-'
BRIGGS TOBACCO: Case Summary & 20 Largest Unsecured Creditors

C&M RUSSELL: U.S. Trustee Objects to Cash Collateral Use
CAPFA CAPITAL: Moody's Assigns Caa3 Rating to Housing Rev. Bonds
CHEMTURA CORP: Settles $20MM Continental Carbon Indemnity Claim
CITY NATIONAL: Signs Employment Pact with Preston Pinkett
CLEARWIRE CORP: Files Form 10-Q, Incurs $84.8 Million Q3 Net Loss

COMMUNITY TOWERS: Gattey Law OK'd as Special Litigation Counsel
COMMUNITY TOWERS: Eric Mogensen Approved as Real Estate Counsel
CREEKHILL REALTY: Involuntary Chapter 11 Case Summary
CROSSOVER FIN'L: Court OKs Nicholls & Associates as Bank. Counsel
CROWN HOLDINGS: S&P Affirms 'BB+' Corporate Credit Rating

CRYSTAL CATHEDRAL: Judge Confirms Diocese's Buyout
CUMULUS MEDIA: Patrick, Lenders to Take Over AR Broadcasting Owner
DALE PARSONS: Ch. 7 Trustee's Accord With Pacific Sources Okayed
DALLAS STARS: Bankruptcy Judge Confirms Chapter 11 Exit Plan
DECORATOR INDUSTRIES: Court Approves Richard Gross as Auditor

DECORATOR INDUSTRIES: Court OKs Robert Bradley as Broker
DETROIT, MI: Bankruptcy Filing Could Be on the Horizon
DIPPIN' DOTS: Agrees to Pursue Bankruptcy Sale
DLH MASTER: Files 6th Amended and Restated Plan of Reorganization
DYNEGY INC: Debtors Win Nod to Pay Employee Obligations

DYNEGY INC: Debtors Propose Sidley Austin as Counsel
DYNEGY INC: Inks Amendments to Bylaws and Company's Code of Ethics
EMPIRE RESORTS: Board OKs Amendment to Code of Business Conduct
EVANS OIL: Shannon Long Wants Fifth Third's Adversary Proceeding
FILENE'S BASEMENT: Committees Object to Hirings

FILENE'S BASEMENT: May File Schedules & Statements by Jan. 3
FILENE'S BASEMENT: Court OKs Kurtzman Carson as Claims Agent
FRONTLINE LTD: To Negotiate Restructuring With Creditors
GATEWAY METRO: Court Sets Dec. 19 Plan Confirmation Status Hearing
GENERAL MARITIME: Common Stock Delisted on New York Stock Exchange

GENERAL MARITIME: Posts $37.2 Million Net Loss in 3rd Quarter
GENERAL MARITIME: Moody's Lowers Default Rating to 'D'
GLC LIMITED: Court Approves Scroggins as Georgia Counsel
GOOD SAMARITAN: Moody's Affirms 'Ba1' Long-Term Bond Rating
GRACEWAY PHARMACEUTICALS: Faces Copyright Suit Over Drug Promos

GRAND RIVER: Sec. 341 Creditors' Meeting Set for Dec. 14
GRAND RIVER: Initial Case Conference Set for Dec. 14
GRAND RIVER: Hiring Lambert Leser as Bankruptcy Counsel
GRAND RIVER: Squares Off With Fifth Third Bank Over Cash Use
HAMPTON ROADS: The Bank Names Denny Cobb Chief Credit Officer

HARRISBURG, PA: Governor Taps Ex-Cozen Attorney as Receiver
HARRISBURG, PA: State, Mayor Again Argue for Dismissal
HEALTHCARE PARTNERS: Moody's Upgrades Corp. Family Rating to 'Ba2'
HERCULES OFFSHORE: Files Fleet Status Report as of Nov. 17
HIGHLANDS BANKSHARES: Reports $75,000 Net Income in 3rd Qtr.

HOUGHTON MIFFLIN: Downgraded by Fitch to 'CCC' on Weak Metrics
HUSSEY COPPER: Price Rises to $108 Million at Auction
JEFFERSON COUNTY, AL: Judge Holds Hearing on Sewer Receiver
JOEL TANIS: Case Summary & 20 Largest Unsecured Creditors
KAR AUCTION: Moody's Affirms 'B1' Corporate Family Rating

LAS VEGAS MONORAIL: Judge Won't Confirm Plan Despite Votes
LEHMAN BROTHERS: LBI Trustee Files April-October Report
LEHMAN BROTHERS: BNY Mellon, Topaz Facing Suit Over Derivatives
LEHR CONSTRUCTION: Trustee to Pursue Payment from Bloomingdale
LEVEL 3: Closes $550 Million Tranche B III Term Loan

LOS ANGELES DODGERS: Court Orders Mediation With Fox
LOS ANGELES DODGERS: Fox Sports Expands Suit to Include Owner
M WAIKIKI: Can Hire Hallstrom Group to Appraise Property
M WAIKIKI: XRoads Solutions Group OK'd as Restructuring Advisor
MARION MANOR: Case Summary & 4 Largest Unsecured Creditors

MARY A II: Court Denies Spur Ranch's Motion to Appoint Trustee
MAYSVILLE INC: Wants Court to Reconsider Order Dismissing Case
MAYSVILLE INC: Pardo & Gainburg OK'd on Whiting Turner Litigation
MAYSVILLE INC: Sebastian Jaramillo OK'd as Landlord/Tenant Counsel
MICHAELS STORES: Reports $32 Million Net Income in Oct. 29 Qtr.

MICROBILT CORPORATION: Taps RBSM LLP as Financial Advisor
MF GLOBAL: Trustee to Distribute $1.6-Bil. on Hand to Customers
MF GLOBAL: BLB&G Advises Investors on Recovery of Losses
MF GLOBAL: Findings Point to Use of Segregated Client Funds
MF GLOBAL: Whittles Its Ranks as it Winds Down Operations

MMFX CANADIAN: Affiliates' Plan Confirmed, Wants Case Dismissal
MT. VERNON: Can Use First Mariner's Cash, Subject to Asset Sale
MTB BRIDGEPORT: Judge to Rule on Credit Bidding for WSAH
NCO GROUP: Thomas Erhardt to Assume Role of EVP and CFO
NEW ERA: Seeks Approval to Borrow $4-Mil. From CPR Commercial

NEW FOUNDATIONS: S&P Gives 'BB+' Rating on $16.2-Million Bonds
OAK RIDGE: Case Summary & 20 Largest Unsecured Creditors
OMEGA NAVIGATION: Wants Exclusivity Hearing Continued to Nov. 28
ORANGE REGIONAL: Moody's Affirms 'Ba1' Long-term Bond Rating
PALM HARBOR: Wins Approval of 21% Liquidating Chapter 11 Plan

PARKER DAIRY: Sec. 341 Creditors' Meeting Set for Dec. 20
PARKER DAIRY: Has Green Light to Honor Payroll Obligations
PARKER DAIRY: Seeks Court Approval of Engelman Berger Engagement
PEP BOYS-MANNY: S&P Affirms B Corp. Credit Rating; Outlook Pos.
PEREGRINE DEVELOPMENT: U.S. Trustee Wants Ch. 11 Case Dismissed

PETROLEUM & FRANCHISE: Court Confirms Third Amended Plan
PETTERS COMPANY: Trustee Taps Boies Schiller as Special Counsel
PETTERS COMPANY: Trustee Can Employ LM+Co as Financial Advisor
PETTERS COMPANY: Trustee Can Hire Martin McKinley as Fin'l Advisor
PETTERS COMPANY: Court Okays Stipulation Governing PwC Retention

PHI GROUP: Delays Filing of Fiscal Q1 Form 10-Q
PHOENIX ENVIRONMENTAL: Case Summary & 20 Largest Unsec Creditors
PIEDMONT CENTER: Court OKs Analytical Consultants as Appraiser
POLK COUNTY BANK: Closed; Grinnell State Bank Assumes Deposits
POST 240: Files Schedules of Assets and Liabilities

PRESIDENTIAL REALTY: Has $4.1MM in Net Assets in Liquidation
PROPER POWER: Incurs $31,000 Net Loss in Third Quarter
PURSELL HOLDINGS: Cash Collateral Hearing Continued Until Dec. 6
PURSELL HOLDINGS: Wants Plan Exclusivity Until Dec. 30
R&G FINANCIAL: FDIC Objects to Amended Liquidation Plan

RADHA KRISHNA: Case Summary & 6 Largest Unsecured Creditors
RCR PLUMBING: Section 341(a) Meeting Scheduled for Dec. 9
RCR PLUMBING: U.S. Trustee Appoints 7-Member Creditors Panel
R.E. LOANS: Wants to Hire Land Advisors as Real Estate Broker
REAL MEX: Files Schedules of Assets and Liabilities

REAL MEX: Court Sets Dec. 16 as Claims Bar Date
REAL MEX: Gets Final Order to Obtain DIP Loan from GE Capital
REAL MEX: Taps Imperial Capital as Financial Advisor
REID PARK: Amends Plan to Identify Source of New Investment
REDDY ICE: Alan Bernon Discloses 6% Equity Stake

REDDY ICE: NYSE Accepts Continued Listing Plan
RICCO INC: John Boyd Company OK'd as Trustee's Mineral Consultants
ROYAL HOSPITALITY: Ch. 11 Trustee Has Interim Access to Cash
SALLY HOLDINGS: Reports $218.6-Mil. Net Earnings in Fiscal 2011
SAND SPRING: Taps Young Conaway to Handle Reorganization Case

SANITARY AND IMPROVEMENT: U.S. Trustee Unable to Appoint Committee
SCHOMAC GROUP: Gets Final Order to Hire Dennis Winans, CPA
SCOTTO RESTAURANT: U.S. Trustee Appoints 4-Member Creditors' Panel
SEARS HOLDINGS: S&P Cuts Corp. Credit Rating to B; Outlook Neg.
SECURITY NATIONAL: Taps Morris Nichols as Bankruptcy Counsel

SEVERN BANCORP: Thomas Bevivino Appointed CFO
SHASTA LAKE: Files Schedules of Assets and Liabilities
SHENGDATECH INC: Creditors Committee Drops Plea to Add Members
SIMPKINS THOMPSON: Case Summary & 17 Largest Unsecured Creditors
SINCLAIR BROADCAST: Board OKs Amendments to Employment Pacts

SOLEDAD COMMUNITY: S&P Cuts General Obligation Bonds SPUR to 'B'
SOLYNDRA LLC: Wins Approval to Hire K&L Gates as Special Counsel
SOMERSET MEDICAL: Moody's Affirms 'Ba2' Long-Term Bond Rating
SP NEWSPRINT: Seeks to Hire GCG Inc. as Claims & Notice Agent
SP NEWSPRINT: Wants Schedules Filing Extended Until Jan. 16

SP NEWSPRINT: Taps AP Services as Crisis Managers
SP NEWSPRINT: Hires Cahill Gordon as Bankruptcy Counsel
SP NEWSPRINT: Seeks to Use GECC Cash Collateral Through Dec. 2
SP NEWSPRINT: Meeting to Form Creditors' Panel on Nov. 28
SPANISH PEAKS: Ch. 7 Trustee Sells Vehicles & Hires Auctioneer

SRKO FAMILY: Taps Littleton to Assess Colorado Crossing Project
STERLING SHOES: Extends CCAA Order Until Dec. 30
SUFFOLK BANCORP: Gets Expected Non-Compliance Notice From Nasdaq
TC GLOBAL: Incurs $748,000 Net Loss in Oct. 2 Quarter
TELETOUCH COMMUNICATIONS: 3 Directors Elected at Annual Meeting

TERRESTAR CORP: Shareholders Block $27.9-Mil. Elektrobit Claims
TERRESTAR NETWORKS: Files Liquidating Chapter 11 Plan
THERMODYNETICS INC: Incurs $275,000 Net Loss in Sept. 30 Qtr.
TN-K ENERGY: Incurs $149,245 Net Loss Before Taxes in Q3
TRAILER BRIDGE: Court Approves $5 Million Interim Financing

TRAILER BRIDGE: To File Reorganization Plan by Mid-December
TRAVELPORT HOLDINGS: Board OKs Increases in Executive Salaries
TRAVELPORT INC: Bank Debt Trades at 16% Off in Secondary Market
TRIBUNE COMPANY: Amends Plan to Address October Rejection
UNIGENE LABORATORIES: Thomas Sabatino Appointed to Board

UNIVISION COMMS: Bank Debt Trades at 9% Off in Secondary Market
USG CORP: Stephen Leer Elected Lead Director of the Board
VALUE INVESTMENT: Case Summary & 2 Largest Unsecured Creditors
VISIONS DEVELOPMENT: Case Summary & 13 Largest Unsecured Creditors
WASHINGTON MUTUAL: Mediation Continuing Until Dec. 8 Hearing

WASTEQUIP INC: Moody's Changes PDR to Ca/LD From 'Caa2'
WILLIAM LYON: Commences Solicitation of Votes on Restructuring
WYSTERIA LLC: Case Summary & 4 Largest Unsecured Creditors

* Banner Wants Robbins Geller Conspiracy Claims Nixed

* Fitch Publishes 'Global Industry Overview'

* Upcoming Meetings, Conferences and Seminars



                            *********

ACCO BRANDS: Moody's Reviews 'B2' CFR For Upgrade
-------------------------------------------------
Moody's Investors Service placed the ratings for ACCO Brands
Corporation's on review for possible upgrade following the
announcement that ACCO plans to merge MeadWestvaco Corporation's
Consumer & Office Products business into ACCO Brands in a
transaction valued at approximately $860 million. MeadWestvaco is
rated Ba1 with a positive outlook. The ACCO ratings put on review
include: CFR at B2, PDR at B2, senior secured notes at B1 and
senior subordinated notes at Caa1. The SGL-2 speculative grade
liquidity rating is not under review.

Upon completion of the transaction, MeadWestvaco shareholders will
own 50.5% of the combined company. MeadWestvaco's Consumer &
Office Products business is a manufacturer and marketer of school
supplies, office products, and planning and organizing tools --
including the Mead(R), Five Star(R), Trapper Keeper(R), AT-A-
GLANCE(R), Cambridge(R), Day Runner(R), Hilroy, Tilibra and
Grafons brands in the United States, Canada and Brazil. With the
addition of this business, ACCO Brands increases its scale and
strengthens its position in school and office products.

The transaction is structured as a "Reverse Morris Trust"
transaction whereby the transaction will be funded with a
combination of debt and equity. Under the terms of the merger
agreement, MeadWestvaco will establish a separate entity to hold
the Consumer & Office Products business, the shares of which will
be distributed to MeadWestvaco shareholders in a tax-free
transaction in return for a $460 million dividend to MeadWestvaco
from the new entity holding MeadWestvaco's Consumer & Office
Products business. Immediately after the spin-off and
distribution, the newly formed company will merge with a
subsidiary of ACCO Brands. This Reverse Morris Trust transaction
has been approved by the boards of both companies.

The entity that will hold MeadWestvaco's Consumer & Office
Products business has commitments for financing that will enable
it to pay the dividend to MeadWestvaco. ACCO Brands has
commitments for financing that will enable it to refinance its
existing secured debt.

"The review will focus on the transaction details, potential cost
saving synergies and the integration risks merging the two
companies," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. The transaction will improve ACCO's credit
metrics, scale and geographic diversification. "The transaction
will dilute the combined company's relative concentration to
Europe," noted Cassidy. The transaction also widens ACCO's
presence in the office products category and makes the combined
company the largest single company in the office products
category.

Ratings on review for possible upgrade:

Corporate Family Rating at B2;

Probability of Default Rating at B2;

Senior Secured Notes rating at B1 (LGD 3, 38%); LGD assessments
not under review, but are subject to change

Senior subordinated notes at Caa1 (LGD 5, 83%); LGD assessments
not under review, but are subject to change

The following rating was affirmed:

SGL-2 speculative grade liquidity rating

For additional information, please refer to Moody's Credit Opinion
of ACCO published on Moodys.com.

RATING RATIONALE

ACCO's B2 Corporate Family Rating reflects the company's still
relatively high leverage (around 5x debt/EBTIDA) and minimal
revenue growth. The rating also incorporates the mature nature of
the office supplies industry which has been exacerbated by
economic weakness in the US and Europe. Notably, ACCO serves a
consumable segment (about half) which is tied to discretionary
consumer spending and a durable exposure, which is driven more by
business spending but is more vulnerable to cyclicality.
Mitigating these factors is ACCO's solid market position within
the office supply product categories, improved margins through a
realignment of its cost structure, good free cash flow generation,
commitment to pay down debt and good liquidity profile that
provides financial flexibility to continue to weather the
uncertain economic environment. Moody's also considers the
relevance of ACCO to its largest customers as one of only a few
global suppliers of office products.

The principal methodology used in rating ACCO was the Global
Consumer Durables rating methodology published in October 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

ACCO Brands Corporation ("ACCO") is a leading supplier of branded
office products, which are marketed in over 100 countries to
retailers, wholesalers, and commercial end-users. Revenue
approximated $1.4 billion for the twelve months ended September
30, 2011.


ACCO BRANDS: S&P Puts 'B+' Corp. Credit Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
ACCO Brands Corp., including the 'B+' corporate credit rating, on
CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that ACCO will
merge with Mead C&OP through a Reverse Morris Trust transaction.
We expect the transaction to close in the first half of 2012," S&P
said.

"We believe the merger could strengthen ACCO's business and
financial profiles and result in a higher rating," said Standard &
Poor's credit analyst Stephanie Harter. "Although a meaningful
amount of EBITDA and debt will be added to the combined company,
in our opinion, the combination of the two companies could result
in stronger credit metrics than ACCO's current stand-alone
business."

"Currently we view ACCO's business risk profile as 'weak' (as
defined in our criteria) and its financial profile as 'highly
leveraged'," S&P said.

"We will resolve the CreditWatch by the middle of 2012 when more
information regarding the transaction, related financing, and
shareholder and regulatory approval becomes available. We will
then assess the company's financial policy and the impact of the
company's new capital structure," S&P related.


ADELPHIA COMMS: Trust Wants to Extend Term Through 2014
-------------------------------------------------------
The Adelphia Recovery Trust has filed a motion with the United
States Bankruptcy Court for the Southern District of New York
seeking approval to extend the term of the ART through
Dec. 31, 2014.

Adelphia's plan of reorganization established an initial five-year
term for the ART, subject to the Trustees' right to extend the
term with the Bankruptcy Court's approval.  Although the Trust has
resolved several causes of action and distributed $215 million to
date to interest holders, other causes of action have not been and
are not likely to be resolved by Feb. 13, 2012, when the ART's
initial term expires.  An extension will provide additional time
to resolve the ART's pending causes of action and permit an
orderly termination of the ART.

A copy of the ART's motion is available in the "Important
Documents-Adelphia Recovery Trust" section of Adelphia's Web site
at http://www.adelphiarestructuring.co/
Interest holders may direct questions to
creditor.inquiries@adelphia.com

                   About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

                    About Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust formed
pursuant to the Plan of Reorganization of Adelphia.  The Trust
holds certain litigation claims transferred pursuant to the Plan
against various third parties and exists to prosecute the causes
of action transferred to it for the benefit of holders of Trust
interests.


ADVANCED BATTERY: Receives Delisting Notification From NASDAQ
-------------------------------------------------------------
Advanced Battery Technologies, Inc. received notice on Nov. 21,
from The NASDAQ Stock Market LLC that the Company has failed to
satisfy the following NASDAQ Listing Rules:

    -- Listing Rule 5250(a).  The notice states that the Company
       failed to provide information requested by NASDAQ,
       specifically cash confirmations from the banks holding the
       Company's funds prepared in the presence of personnel
       employed by the Company's independent audit firm.

    -- Listing Rule 5250(c)(1).  The notice states that the
       Company failed to file its Quarterly Report on Form 10-Q
       for the period ended Sept. 30, 2011.

In addition, the notice states that the Staff of The NASDAQ Stock
Market LLC has determined to exercise its discretionary authority
under Listing Rule 5101 to delist the Company's common stock based
upon public interest concerns raised by the Company's deliberate
refusal to provide the requested bank confirmations.

The notice states that, unless the Company files an appeal of the
Staff's determination, trading in the Company's common stock will
be suspended at the opening of business on Nov. 30, 2011 and a
Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the common stock from listing on the
NASDAQ Stock Market.

The Company has not yet determined the action it will take in
response to the notice from The NASDAQ Stock Market.

                      About Advanced Battery

Advanced Battery Technologies, Inc.  was founded in Sept. 2002,
develops, manufactures and distributes rechargeable Polymer
Lithium-Ion (PLI) batteries.  The Company's products include
rechargeable PLI batteries for electric vehicles, motorcycles,
mine-use lamps, notebook computers, walkie-talkies and other
electronic devices.  ABAT's batteries combine high-energy
chemistry with state-of-the-art polymer technology to overcome
many of the shortcomings associated with other types of
rechargeable batteries. Early in 2009, the Company acquired Wuxi


AGY HOLDING: Moody's Downgrades CFR to Caa2; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service lowered AGY Holding Corporation's (AGY)
Corporate Family Rating (CFR) to Caa2 from B3, reflecting the
decline in the company's liquidity and weak operating performance.
The outlook is negative.

These summarizes the ratings.

Ratings lowered:

AGY Holding Corp.

Corporate Family Rating -- Caa2 from B3

Probability of Default Rating -- Caa2 from B3

$172mm 11% Gtd sr sec 2nd lien notes due 2014 -- Caa3 (LGD4, 61%)
from B3 (LGD4, 58%)

Rating assigned:

Speculative grade liquidity rating -- SGL-4

Outlook: Negative

AGY's operating performance has continued to weaken in 2011. Its
12% EBITDA margin (includes Moody's standard analytical
adjustments) for the twelve months ended September 30, 2011, has
lagged the 14% EBITDA margin in 2010 and remains well below the
higher levels achieved in 2007-08. Despite increased demand in
aerospace, lackluster demand for its products in the defense and
certain construction markets during 2011 and competitive pricing
pressures have kept revenues below peak levels. The realignment of
its North American manufacturing footprint completed in 2010 and
other productivity and cost reduction initiatives have encountered
problems/delays and not resulted in higher profit margins as start
up costs associated with moving operations to its Aiken plant and
operational challenges have impacted costs. However, the company
does believe that it will improve its free cash flow through lower
operating costs as a result of its past restructuring efforts and
potential future cost improvement initiatives.

The company's Caa2 CFR reflects its weak liquidity and Moody's
expectation that it will likely need to seek additional financing
or a restructuring of its existing obligations in 2012. AGY's
funds from operations for the last twelve months ended September
30, 2011, was a negative $0.5 million. Capital expenditures
(mainly to fund restructuring of manufacturing assets) and working
capital used approximately $10 million of cash over this period,
resulting in free cash flow of negative $11 million. During this
period, AGY's liquidity was supported by availability under its
revolving credit facility, which was expanded to $50 million from
$40 million in March 2011, and the ability to sell excess platinum
and rhodium precious metals. However, sales of precious metals
inventory and volatility in metals prices have impacted the value
of AGY's precious metals inventory and the revolver borrowing
base.

AGY's negative outlook reflects its weakening liquidity combined
with substantial increase in debt service requirements in 2012.
AGY is required to make semi-annual interest payment on its notes
of $9.5 million on May 15th and November 15th until maturity in
2014 and AGY Asia is scheduled to repay $10.5 million of principal
on its term loan in June 2012 (the company has stated it is in
discussions with AGY lenders regarding the restructuring of the
term loan). Additionally, the firm's three year precious metals
lease agreement matures in October 2012, and per the revolving
credit agreement, the lease agreement must be renegotiated prior
to June 15, 2012. Without a meaningful improvement in AGY's
operating performance over the next six months, Moody's believes
that the company will have difficulty modifying its existing
agreements and making the required payments under its obligations.

The principal methodology used in rating AGY Holding Corp. was the
Global Chemical Industry Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

AGY Holding Corp., headquartered in Aiken, South Carolina, is a
manufacturer of advanced glass fibers used as reinforcing
materials in applications ranging from aircraft laminates,
ballistic armor, roofing membranes, insect screens, architectural
fabrics, and specialty electronics. AGY generated revenues of $185
million for the twelve months ended September 30, 2011.


AMERICANWEST BANCORP: Plan Outline Hearing Slated for Jan. 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
will convene a hearing on Jan. 12, 2012, at 10:00 a.m., to
consider adequacy of the Disclosure Statement explaining
AmericanWest Bancorporation's Chapter 11 Plan.

As reported in the Troubled Company Reporter July 14, 2011, the
Debtor requested that the Court postpone the ballot deadline for
voting on the Chapter 11 Plan and the related scheduled dates
including the confirmation hearing date by 60 days.

The Debtor related that there has been some delay in getting the
ballots to the correct trustees for the Trust Preferred Securities
claimants and additional time would permit the Debtor and the
creditors committee to insure that each of the holders entitled to
vote have received ballots and had ample opportunity to vote on
the Plan.

The TCR reported on March 21, 2011, that under the Plan, claims
and equity owners are treated as:

     * Class 1 - Secured Claims: Holders of Allowed Secured
       Claims, have been paid in full in accordance with the loan
       documents on or before the distribution date.  Class 1
       Claims are unimpaired;

     * Class 2 - Unsecured Claims: On the distribution date, each
       holder of an Allowed Unsecured Claim shall be paid pro rata
       from the sums remaining in the Distribution Fund after
       payment in full of all Unclassified Claims and the claims
       in Class 1, and less any reserves for Disputed Claims or
       estimated remaining Administrative Expenses.  The Trusts
       will be responsible for distributions to their respective
       beneficiaries under their respective trust agreements after
       payment of applicable fees and expenses of the Indenture
       Trustees pursuant to the trust agreements.  Class 2 Claims
       are impaired;

     * Class 3 - Equity Interests: Holders of Equity Interests
       will receive nothing on account of their equity interests,
       and all of the issued and outstanding stock of the Debtor
       will be cancelled as of the Effective Date.

                About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- is a bank holding
company whose principal subsidiary is AmericanWest Bank, which
includes Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank is a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010.  The
banking subsidiary was not including in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serve as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In its Form 10-Q filed with the Securities and
Exchange Commission before the Petition Date, AmericanWest
Bancorporation reported consolidated assets -- including its bank
unit's -- of $1.536 billion and consolidated debts of
$1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest Bancorporation completed the sale
of all outstanding shares of its wholly-owned subsidiary,
AmericanWest Bank, to a wholly owned subsidiary of SKBHC Holdings
LLC, in a transaction approved by the U.S. Bankruptcy Court.


AQUILEX HOLDINGS: Required to File Prepack by Jan. 27
-----------------------------------------------------
Aquilex Holdings LLC; Aquilex Acquisition Sub III, LLC, its direct
parent company; and Aquilex Corporation, Aquilex WSI, Inc.,
Aquilex SMS, Inc., Aquilex HydroChem, Inc., Aquilex HydroChem
Industrial Cleaning, Inc., Aquilex Specialty Repair and Overhaul,
Inc. and Aquilex Finance Corp, each of which are subsidiaries of
the Company, entered into a First Amendment to Forbearance
Agreement, Third Amendment to Amended and Restated Credit
Agreement and First Amendment to Security Agreement in connection
with the Company's Amended and Restated Credit Agreement, dated as
of April 1, 2010, with Royal Bank of Canada, as Administrative
Agent and Collateral Agent and L/C Issuer, and the required
lenders thereunder.  The Amendment, among other things:

   (i) extended the forbearance period provided in the Forbearance
       Agreement and Second Amendment, dated as of Oct. 13, 2011,
       until Feb. 3, 2012;

  (ii) allowed the Company to incur $15,000,000 of second lien
       indebtedness; and

(iii) provided that, on or before Jan. 27, 2012, the Loan Parties
       must either consummate an out-of-court restructuring or
       commence voluntary cases under Chapter 11 of Title 11 of
       the United States Code to implement a "pre-packaged" plan
       of reorganization.

The Company may, during the Forbearance Period, continue to pay in
kind the 1.00% increase in the applicable interest margin on the
loans under the First Lien Credit Agreement that was effected by
the Original Forbearance Agreement, by capitalizing and adding
such accrued interest to the principal amount of the First Lien
Loans.  In addition, during the Forbearance Period, (i) any LIBOR-
based loans with interest periods expiring during the Forbearance
Period may be continued only at the discretion of the First Lien
Agent and only for one-month interest periods and (ii) any auto-
renewal letters of credit for which notice of non-renewal would be
due during the Forbearance Period will be extended.  Under the
Amendment, the First Lien Agent, the L/C Issuer and the Required
First Lien Lenders also agreed to forbear, during the Forbearance
Period, from exercising default-related rights and remedies
against the Loan Parties with respect to:

   (i) the Company's failure or potential failure, as applicable,
       to comply with its financial maintenance covenants for the
       four-fiscal quarter periods ended Sept. 30, 2011, and
       ending Dec. 31, 2011; and

  (ii) for so long as the holders of the Company's $225,000
       11.125% Senior Notes due 2016 are forbearing from any
       available remedies, any cross default arising from the
       Company's failure to make the interest payment on such
       Senior Notes due on Dec. 15, 2011.

The Forbearance Period will be terminated immediately if the
Company makes such interest payment, or any other payment on its
Senior Notes.  The Forbearance Period may also be terminated
earlier than Feb. 3, 2012, if, among other things, certain events
of default occur under the First Lien Credit Agreement, the
Indenture for the Senior Notes or the Second Lien Credit
Agreement.

In connection with the Amendment, on Nov. 15, 2011, the Company
entered into a Credit Agreement with U.S. Bank National
Association, as Administrative Agent and Collateral Agent and
affiliates of Centerbridge Partners, L.P., Redwood Master Fund,
Ltd. and FS Investment Corporation, each of which are currently
holders of Senior Notes.  Pursuant to the Second Lien Credit
Agreement, the Second Lien Lenders agreed to make term loans to
the Company in an aggregate principal amount of $15,000,000.  The
Company's obligations under the Second Lien Credit Agreement are
guaranteed by the other Loan Parties.  The Second Lien Loans
mature on Feb. 3, 2012, and are secured, pursuant to various
collateral documents, by substantially the same collateral
securing the First Lien Credit Agreement.  In addition, the
Company granted a first priority lien over the account into which
the proceeds of the Second Lien Loans have been disbursed.

Under the Second Lien Credit Agreement, the Company has the option
to pay interest at either the base rate (which is the highest of
(i) the federal funds effective rate plus 0.5%, (ii) the rate
announced in the Wall Street Journal as the prime lending rate in
the United States and (iii) one-month LIBOR plus 1.00%, such base
rate not to be less than 2.50% in any event) plus 8.50%, or one or
two-month LIBOR (not to be less than 1.50%) plus 9.50%. Interest
on the Second Lien Loans will be paid monthly by capitalizing and
adding such accrued interest to the principal amount of the Second
Lien Loans.

Pursuant to the Second Lien Credit Agreement, the Loan Parties
have agreed to adhere to an agreed upon budget and to comply with
a variance covenant requiring the Loan Parties to cause cumulative
actual cash flow to exceed an amount equal to the cumulative
budgeted cash flow minus $4,000,000.

In addition, under the Second Lien Credit Agreement, the Loan
Parties have agreed to: (i) on or before Dec. 9, 2011, enter into
(a) a restructuring support agreement with holders of at least
two-thirds of the amount of the Senior Notes, holders of at least
two-thirds of the amount of the First Lien Loans and a majority of
the holders of the First Lien Loans, and (b) an equity backstop
commitment agreement with certain holders of the Senior Notes;
(ii) on or before Dec. 15, 2011, obtain a fully underwritten
commitment agreement for a debtor-in-possession financing; (iii)
on or before Dec. 15, 2011, obtain a fully underwritten commitment
agreement for a revolving exit financing facility; (iv) on or
before Dec. 20, 2011, commence solicitation for a "pre-packaged"
plan of reorganization or an out-of-court restructuring of the
obligations under the First Lien Credit Agreement, the Second Lien
Credit Agreement and the Senior Notes; and (v) on or before
Jan. 27, 2012, either consummate such out-of-court restructuring
or commence voluntary cases under Chapter 11 of the Bankruptcy
Code to implement such "pre-packaged" plan of reorganization.

As part of the transactions, on Nov. 15, 2011, the First Lien
Agent, the Second Lien Agent and the Loan Parties entered into an
Intercreditor Agreement under which the Second Lien Agent, on
behalf of the Second Lien Lenders, among other things, (i) agreed
to subordinate the liens securing the Second Lien Loans to the
liens securing the First Lien Loans and (ii) agreed not to raise
any objection to the Loan Parties' use of "cash collateral" or the
Loan Parties' obtaining debtor-in-possession financing so long as
such "cash collateral" use and debtor-in-possession financing
comply with the terms and conditions provided in the Intercreditor
Agreement.  In addition, pursuant to the Intercreditor Agreement,
the First Lien Agent and the Second Lien Agent agreed upon certain
terms of any potential recapitalization transaction of the Loan
Parties with respect to the payment in cash of a portion of the
First Lien Loans and subordination of the liens securing the First
Lien Loans to the liens securing a potential exit revolving credit
facility of the Loan Parties.

On Nov. 15, 2011, the Company, the First Lien Agent and certain
holders of the Company's Senior Notes entered into a letter
agreement pursuant to which, among other things, those holders of
the Company's Senior Notes agreed, in such capacity and to the
extent they hold unsecured claims against the Company, not to
raise any objection to the Loan Parties' use of "cash collateral"
or the Loan Parties' obtaining debtor-in-possession financing so
long as such "cash collateral" use and debtor-in-possession
financing comply with the terms and conditions provided in the
Letter Agreement.  In addition, pursuant to the Letter Agreement,
such holders of the Company's Senior Notes and the First Lien
Agent agreed upon certain terms of any potential recapitalization
transaction.

In addition to the agreements, on Nov. 15, 2011 the Company,
certain of the Company's subsidiaries, and holders of more than a
majority of the aggregate principal amount of the Senior Notes
entered into a forbearance agreement pursuant to which such
holders agreed not to take, until Feb. 3, 2012, any enforcement
action in connection with the Company's potential failure to make
the interest payment due on the Senior Notes on Dec. 15, 2011.
The Notes Forbearance Period may be terminated earlier if, among
other things, certain events of default occur under the First Lien
Credit Agreement, the Indenture for the Senior Notes or the Second
Lien Credit Agreement.

The Company agreed to pay, under the Amendment, a fee to
consenting lenders equal to $250,000, plus reimbursement of
certain fees and expenses.  The Company also agreed to pay, in
connection with the Second Lien Credit Agreement, (i) a commitment
fee to the Second Lien Lenders equal to $412,500 and (ii) an
acceptance fee and an annual administration fee to the Second Lien
Agent equal to $5,000 and $50,000, respectively; in each case,
plus reimbursement of certain fees and expenses.

A full-text copy of the First Amendment to Forbearance Agreement
is available for free at http://is.gd/gU2fpJ

                       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'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.

The Company also reported a net loss of $298.61 million on
$327.74 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $27.53 million on
$324.04 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$400.49 million in total assets, $505.51 million in total
liabilities, and a $105.01 million total deficit.

Aquilex said there can be no assurance that the Company will be
able to restructure its debt and obtain sufficient additional
sources of liquidity in order to address its cash needs, or to
obtain any forbearance for any failure to make a scheduled
interest payment on the senior notes or any additional forbearance
for covenant defaults under its Credit Agreement.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

To meet the Company's cash needs for the next twelve months and
over the longer term, the Company expects that it will be required
to restructure its debt obligations and obtain additional
liquidity sources, because the Company does not expect that it
will generate sufficient cash from its operations to fund its debt
service along with its operating expenses, capital expenditures
and other cash requirements over that period.

In connection with the Company's restructuring efforts, the
Company is engaged in active and constructive negotiations with an
ad hoc committee of holders of its senior notes and a steering
committee of its lenders regarding a consensual restructuring that
would significantly deleverage its capital structure.  The Company
is also considering a range of financing options in connection
with the restructuring, including arranging a short-term financing
facility.  The Company is engaged in negotiations for such a
short-term financing facility with certain lenders who are current
holders of its senior notes.  If these negotiations are
unsuccessful, the Company may not need additional liquidity to
meet its anticipated cash needs prior to consummation of an out of
court restructuring or reaching a definitive agreement on a "pre-
packaged" or "pre-arranged"? bankruptcy plan of reorganization.
However, if the Company determines that such short-term financing
is necessary, but remains unavailable, or the Company obtains such
financing but are unable to consummate an out of court
restructuring, the Company expects that it would commence a
voluntary Chapter 11 bankruptcy case and, in connection with such
potential scenario, the Company is engaged in negotiations with
its lenders regarding a debtor-in-possession financing facility.

                           *     *     *

As reported by the TCR on Oct. 24, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aquilex Holdings
LLC to 'CCC-' from 'CCC+'.  The rating actions reflect Aquilex's
weak liquidity, as the company breached its financial covenants in
the third quarter of 2011 and is now operating under a forbearance
agreement expiring Dec. 8, 2011.


AQUILEX HOLDINGS: Lowered to 'Ca' as Restructuring Looms
--------------------------------------------------------
Moody's Investors Service has lowered the ratings of Aquilex
Holdings, LLC, including the probability of default rating to Ca
from Caa2. The speculative grade liquidity remains SGL-4 and the
rating outlook is negative.

RATINGS RATIONALE

The downgrades reflect high likelihood of a financial
restructuring or a filing for protection under the U.S. Bankruptcy
Code. On November 16th, the company had cash of $33.5 million,
following the execution of a new second lien bridge loan due
February 2012. Aquilex has near-term debts of $435 million and
Moody's thinks the refinancing prospects appear to be difficult.

Lender forbearance has been arranged through early February 2012
for covenant compliance ratio violations under the first-lien
credit facility.

Further, the company states that its December 15th bond interest
payment of $12.5 million may not be paid. The company reports that
a majority of its bondholders have agreed to forbear from taking
any legal action until early February for the missed coupon
payment.

The company states that it is trying to arrange a financial
restructuring whereby debts would be exchanged for equity. Moody's
would likely consider such a transaction to be a distressed
exchange, and would represent a limited default.

The ratings are:

Corporate Family, to Ca from Caa2

Probability of Default, to Ca from Caa2

$50 million gtd first-lien revolver due April 2015, to Caa3 LGD3,
31% from B3 LGD3, 31%

$163 million gtd first-lien term loan due April 2016, to Caa3
LGD3, 31% from B3 LGD3, 31%

$ 225 million 11.125% senior unsecured bonds due December 2016,
lowered to C LGD5, 86% from Caa3 LGD5, 84%

Speculative grade liquidity, unchanged at SGL-4

Rating Outlook, Negative

Aquilex Holdings, LLC, headquartered in Atlanta, Georgia, is a
provider of service, repair and overhaul services, and industrial
cleaning services to the energy and power generation sectors.
Revenues for the last twelve months ended September 30, 2011 were
approximately $466 million.

The principal methodology used in rating Aquilex Holdings, LLC was
the Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


ATRINSIC INC: Posts $4.5 Million Net Loss in Third Quarter
----------------------------------------------------------
Atrinsic, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $4.5 million on $12.3 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$3.6 million on $9.2 million of revenue for the same period last
year.

The Company reported a net loss of $14.2 million on $25.7 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $11.6 million on $32.2 million of revenue for the
nine months ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$14.1 million in total assets, $19.7 million in total liabilities,
and a stockholders' deficit of $5.6 million.

As reported in the TCR on April 12, 2011, KPMG LLP, in New York,
expressed substantial doubt about Atrinsic's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations.

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

                       http://is.gd/anXJdB

New York City-based Atrinsic, Inc. (NASDAQ: ATRN) is a marketer
of direct-to-consumer subscription products and an Internet
search-marketing agency.  The Company sells entertainment and
lifestyle subscription products directly to consumers, which the
Company markets through the Internet.  The Company also sells
Internet marketing services to its corporate and advertising
clients.


BEACON POWER: To Hold Auction No Later than Jan. 25
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beacon Power Corp. must hold an auction to sell the
assets no later than Jan. 25, under an order signed last week by a
bankruptcy judge in Delaware approving the use of the last
$3 million in cash.  Beacon is required to file a motion by today,
Nov. 23, asking for court approval of sale procedures. Initial
indications of interest are to be due by Jan. 9, followed by
formal bids on Jan. 23, the auction on Jan. 25, and a hearing to
approve the sale by Jan. 30.

According to the report, the sale schedule was negotiated after
the U.S. Energy Department objected to the use of cash in which it
was claiming a security interest.  The government was saying that
Beacon's plant was losing $1 million a month in cash.

                        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 disclosed 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.


BIO-KEY INTERNATIONAL: Posts $540,100 Net Loss in 3rd Quarter
-------------------------------------------------------------
BIO-key International, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $540,165 on $574,088 of revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$943,790 on $546,376 of revenues for the same period last year.

The Company reported a net loss of $894,319 on $3.0 million of
revenues for the nine months ended Sept. 30, 2011, compared with
net income of $291,534 on $3.0 million of revenues for the same
period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.6 million
in total assets, $1.9 million in total liabilities, and a
stockholders' deficit of $275,717.

As reported in the TCR on March 29, 2011, Rotenberg Meril Solomon
Bertiger & Guttilla, P.C., in Saddle Brook, New Jersey, expressed
substantial doubt about BIO-key's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has suffered substantial net
losses in recent years, and has an accumulated deficit at Dec. 31,
2010.

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

                       http://is.gd/WHMM1E

Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI)
-- http://www.bio-key.com/-- develops and delivers advanced
identification solutions to commercial and government enterprises,
integrators, and custom application developers.


BIO-RAD LAB: Fitch Affirm Rating on Senior Sub. Notes at 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed Bio-Rad Laboratories Inc.'s (Bio-Rad)
ratings, including the 'BBB-' Issuer Default Rating (IDR).  The
ratings apply to approximately $738 million in debt outstanding at
Sept. 30, 2011.  The Rating Outlook is Stable.

Bio-Rad's 'BBB-' IDR reflects the following credit considerations:

  -- The company's operating profile and cash generation are
     supported by a high proportion of recurring revenue sales.

  -- Economic headwinds will continue to impact operating
     performance, particularly in the company's life sciences
     segment.

  -- Bio-Rad had solid liquidity and financial flexibility.

  -- Fitch expects the company to prioritize use of cash for
     acquisitions as opposed to debt reduction or shareholder
     friendly capital deployment.

  -- The primary credit concerns center on corporate governance
     risk (Bio-Rad-Rad is closely held by its founding family) and
     the potential for acquisition related event risk.

Operating Profile Supported By Recurring Revenue Sales:

Bio-Rad operates within sub-segments of the life science and
clinical diagnostics markets, with revenue composed 35% of sales
through the life science business and 65% through the clinical
diagnostics business.  While the market for the type of larger
capital equipment sold through the life science segment slowed
significantly in 2009, it has rebounded somewhat over the past 18
months.

During the global slowdown in life science segment sales, the
relatively greater resilience of market demand in the clinical
diagnostics segment supported the company's sales growth.  Bio-
Rad's clinical diagnostics segment sales are almost entirely
comprised of consumable products, which are relatively inexpensive
and are often critical inputs to diagnostic procedures conducted
in hospital and laboratory settings.

The company generates about 70% of its consolidated sales through
these types of consumable products and a large percentage of that
70% represent sales contracted through the placement of Bio-Rad's
capital equipment with the end-user.  This supports an expectation
of relatively stable sales volumes and reliable cash generation.

Economic Headwinds Continue to Impact Operations:

The life sciences segment proved to be relatively more sensitive
to the global economic slowdown than the clinical diagnostics
segment.  Although the industry is less cyclical than certain
industries, some degree of cyclicality is driven by end market
performance and funding of government grants and research
contracts.

Fitch expects low single digit growth for the life sciences sector
over the next several years. Despite persistently weak global
economic conditions there are some factors supporting the
expectation of positive growth for the industry.  These include
increasing demand for health-care world wide because of favorable
demographics and developing countries' demand for more
sophisticated healthcare. There is also growing demand for
environmental and consumer safety applications, such as food
safety.

Relative to the life sciences segment, Fitch expects growth that
is slightly more robust -- in the mid-single digit range -- in the
clinical diagnostics segment over the next several years.
Although still influential, government fiscal pressures and weak
research funding trends affect this segment somewhat less.
Rather, growth is more dependent on trends in consumer's use of
healthcare services.

Recently Improved Profitability:

In 2010, Bio-Rad reported 8% currency neutral sales growth and
4.8% growth excluding the contribution of a clinical diagnostics
segment acquisition.  EBITDA grew 16% - to $403 million from $345
million in 2009, double the rate of sales growth, mostly as the
result of improvement in the gross margin; the gross margin
improved by 200 bps to 56.6% in 2010 from 54.6% in 2008.

The recent gross margin expansion is attributable to several
factors, including a redesign of manufacturing processes in the
life sciences segment to reduce overhead costs, moving some
manufacturing to Singapore, slower growth in relatively low margin
cash instrument sales and a reduction of royalty payments in the
clinical diagnostic segment due to patent expirations.  At least a
portion of the improvement in gross margin is based on sustainable
factors, most importantly shifting manufacturing to lower cost
international locations.

Gross margin improvement has mostly driven expansion of operating
margins, the EBITDA margin expanded by 300 bps to 20.9% in 2010
from 17.9% in 2008, although decreases in SG&A and R&D spending
also helped.  Fitch does forecast some gross margin and operating
margin compression in its operating outlook for Bio-Rad in 2012-
2013, although not back to the 2008 levels.  There is some
indication that competitive pricing pressures are mounting which
will weight on gross margins.  Fitch also expects that SG&A
expense will increase due to an ERP overhaul project the company
began in 2011.

Solid Liquidity Profile:

At Sept 30, 2011 Bio-Rad's solid liquidity is supported by cash
and short-term investments of about $910 million and $183 million
in availability on the company's $200 million revolving credit
facility, reduced by $16.8 million LOCs outstanding.  Debt
maturities are nominal through 2015, aside from the undrawn
revolver, which matures in June 2014.

Bio-Rad's liquidity is further supported by its strong level of
free cash flow (FCF; cash from operations less dividends and
capital expenditures) generation.  The company generated $182
million of FCF in the LTM period ended Sept. 30, 2011,
representing a solid 8.9% FCF margin.  Annual FCF has moderated
somewhat since 2009, which Fitch had anticipated, due to the
combined effect of higher cash taxes, capital expenditure and a
reduced benefit to working capital from inventory shifts.  Cash
taxes increased due to a change in geographic sales and profit mix
as business has shifted to higher tax jurisdictions in the wake of
a slow Euro economy. Going forward, Fitch projects annual FCF
generation maintained around $170 million annually.

Bio-Rad's bank facility terms include financial maintenance
covenants that require the company to maintain leverage below 3.5
times (x) and interest coverage above 4.0x.  Bio-Rad has ample
operating cushion relative to the covenant levels.  As of Sept.
30, 2011 total debt-to-EBITDA equaled 1.8x and EBITDA-to-interest
expense equaled 6.7x.

Event Risk Related To Potential For Leveraging Acquisitions:

Bio-Rad operates in highly competitive industries in which there
has been a good deal of consolidation in recent years.  However,
Bio-Rad's acquisition history has been measured.  Aside from a
$370 million transaction in 2007, acquisitions over the past
decade have been comprised of smaller tuck-ins which complement
Bio-Rad's existing technologies and R&D program.  However, many of
its competitors have a history of consummating larger, leveraging
acquisitions.  Fitch believes the company could undertake a
leveraging transaction.  A $300 million notes issuance in 2009 has
provided Bio-Rad with some dry-powder for acquisitions.  Since the
note issuance, the company has completed two cash funded
acquisitions.

With respect to potential cash deployment for share holder
friendly actions, including dividends and share repurchases, the
'BBB-' IDR reflects Fitch's expectation that Bio-Rad will continue
to prioritize use of cash to fund strategic acquisitions.  The
company is closely held by its founding family, which currently
controls about 30% of the company's equity and 68% of its voting
stock.  The owners do not appear to have a history of heavily
extracting corporate resources seeing as the company has not
historically funded a dividend or share repurchases.

Guidelines for Further Rating Actions:

Maintenance of a 'BBB-' IDR contemplates debt-to-EBITDA maintained
between 2.0x and 2.5x in the near to medium term.  Leverage
temporarily outside of the target range to fund acquisitions could
be tolerated within the current rating category.  Maintenance of
the IDR post a leveraging acquisition would be based upon Fitch's
assessment of Bio-Rad's willingness and ability to reduce leverage
to within the 2.0x-2.5x range 12-18 months following the
acquisition.

An upgrade of the ratings would be precipitated Fitch believing
that the company is committed to maintaining debt-to-EBITDA closer
to 1.5x. This is unlikely, given the company's stated growth
through acquisition strategy.

Debt Issue Ratings:

Fitch has affirmed the following ratings on Bio-Rad:

  -- IDR at 'BBB-'
  -- Senior Secured Bank Facility at 'BBB-'
  -- Senior Unsecured Notes at 'BBB-'
  -- Senior Subordinated Notes at 'BB+'

The Rating Outlook is Stable.

Fitch rates the senior secured debt and the senior unsecured debt
on par with the 'BBB-' IDR.  Senior secured debt consists solely
of the bank facility, which is comprised of a $200 million
revolver; the bank debt collateral consists of equity security.  A
one-notch distinction from the IDR for the senior subordinated
debt class rating of 'BB+' reflects a low proportion of secured
debt in the capital structure.


BLITZ USA: Final Hearing on DIP Loan/Cash Access Set for Dec. 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, Blitz U.S.A., Inc., et al., to:

   1. obtain up to $5,000,000 in principal amount of postpetition
   financing under a revolving credit facility from BOKF, doing
   business as Bank of Oklahoma, as agent, and The F&M Bank &
   Trust Company, and Citizens Security Bank and Trust Company;

   2. grant the DIP agent and DIP lenders liens on and security
   interests in all of the Debtors' assets, and superpriority
   administrative expense claim status; and

   3. use the cash collateral and provide adequate protection to
   prepetition lenders -- LAM 2011 Holdings, LLC, a parent, the
   lenders party thereto.

The Debtors' prepetition credit facility consists of a $15 million
revolving note facility, which includes a letter of credit
facility and which is over-advanced, and a $20 million term loan
facility.

As of the Petition Date, the principal outstanding under the
prepetition revolving facility was in the amount of $18,968,464,
and the principal outstanding under the prepetition term note
facility was $21,845,180.

The Debtors were unable to obtain adequate unsecured credit on
equal or more favorable terms than those set forth in the DIP
Commitment Letter.

The Debtors would use the money to fund its business operations
postpetition.

Final hearing on the requested cash collateral use is set for
Dec. 5, 2011, at 9:00 a.m. (Eastern Time).  Objections, if any,
are due Nov. 30, at 4:00 p.m.  The Debtors will file an executed
version of the DIP Credit Agreement and proposed final order by
Nov. 21.

                  About Blitz Acquisition Holdings

Miami, Oklahoma-based Blitz Acquisition Holdings, Inc. and its
affiliates filed for Chapter 11 protection (Bankr. D. Del. Case
Nos. 11-13602 to 11-13607) on Nov. 9, 2011.  The Hon. Peter J.
Walsh presides over the case.  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger represents the Debtors in their
restructuring efforts.  The Debtors tapped Zolfo Cooper, LLC as
restructuring advisor; Kurtzman Carson Consultants LLC serves as
notice and claims agent.  Debtor-affiliate Blitz Acquisition
estimated assets and debts at $50 million to $100 million.  The
petitions were signed by Rocky Flick, president and chief
executive officer.


BON-TON STORES: Fitch Lowers Issuer Default Rating to 'B-'
----------------------------------------------------------
Fitch Ratings has downgraded its ratings on The Bon-Ton Stores,
Inc. (Bon-Ton), including the Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook is Negative.

The downgrades reflect weaker than expected operating performance
in 2011 and consequent deterioration of credit metrics.  Fitch
expects that leverage (adjusted debt/EBITDAR) will increase to the
low-to-mid 6.0 times (x) over the next 12-24 months.  This
contemplates comparable store sales (comps) decline in the 3%
range in 2011 and 2% thereafter.  Fitch expects EBITDA to be in
the range of $180 to $190 million in 2011, which could be further
pressured in 2012/2013 on continued top line deceleration.  This
is in contrast to Fitch's previous expectation of leverage
remaining relatively stable in the low 5.0x range on comp growth
in the 1% range, EBITDA ranging between $210 to $220 million and
some level of debt paydown.

The Negative Outlook reflects the significant refinancing risk
Bon-ton faces over the next two years.  The company's $510 million
10.25% unsecured notes are scheduled to mature on March 15, 2014.
Although the ABL revolver has a stated maturity of March 21, 2016,
its effective maturity date could be accelerated to as early as
Jan. 15, 2014 if Bon-Ton does not repay, refinance or extend the
unsecured notes 60 days prior to their stated maturity.

Bon-Ton can use its credit facility to redeem its senior unsecured
notes as long as (1) pro forma excess availability is more than
17.5% of the lesser of the facility size ($625 million) or the
borrowing base and (2) pro forma fixed charge coverage ratio is
equal to or greater than 1.0x.  Looking at the last four quarters,
Bon-Ton had the potential capacity (after maintaining only the
17.5% minimum) to redeem notes in the range of approximately $270
million in 3Q'11 to $320 million (pro forma the prepayment of the
second lien term loan) in 4Q'10.  Going forward, this range could
be potentially lower if inventory levels are lower and/or if the
company draws additional funds from the credit facility to fund
operations.

Fitch believes Bon-Ton would not be able to tap its revolver to
redeem its unsecured bonds if EBITDA falls below $185 - $190
million as fixed charge coverage would fall below 1.0x (using $70
million in capital expenditures.  Fixed charge ratio is defined as
EBITDA -- capital expenditures -- cash taxes divided by interest
and scheduled principal payments and rent on capital leases).
There is risk that EBITDA could trend below this level over the
next 12-24 months on continued top line pressure.

Therefore, given limited free cash flow generation and the
potential inability to refinance a portion of the unsecured notes
on its credit facility, Bon-Ton's liquidity is incumbent upon
completing the refinancing successfully over the next 24 months.
This would require some positive traction on its operating trends
as well as favorable credit market conditions.

The ratings continue to reflect below industry average comparable
store sales trends and operating profitability.  The company's
comparable store sales trends have been negative for eight of the
past 10 years and have been consistently weaker than its peers in
the moderate department store space.

The decline in comparable store sales has accelerated over the
three reported quarters in 2011 after stabilizing somewhat in
2010. Beyond merchandising and promotional missteps and price
resistance from its customers, Fitch attributes part of the
decline to accelerated market share losses to stronger peers such
as Macy's which has been posting positive mid-single digit comps
over the past seven quarters.  Given the accelerated deterioration
in sales trends year to date in 2011 and projected sales decline
in the negative 2-3% range over the next 24 months, Bon-Ton's
market share is expected to decline over the intermediate term,
given Fitch's industry growth expectation of +/-1% in 2012 and
2013.

Gross margin has been under significant pressure given the
increased markdowns taken to drive traffic and clear excess
inventory.  The weaker than expected margin trend is further
exacerbated by the company's inability to pass along cost
increases in a weak retail environment.  In terms of
profitability, LTM EBITDA at $204 million is down 16% from $244
million in 2010.  Bon-Ton's LTM EBITDA margin of 6.9% as of Oct.
29, 2011, deteriorated from 8.2% in 2010 and 7.1% in 2009.  The
company's margins have typically been 350 to 400 basis points
(bps) lower than its large department store peers (excluding
luxury) over the past five years and are currently over 600 bps
lower than investment grade rated retailers such as Kohl's and
Macy's.

As of Oct. 29, 2011, Bon-Ton had $13 million in cash and cash
equivalents and approximately $320 million available under its
$625 million asset-based revolving credit facility (net of the
minimum borrowing availability covenant of approximately $61
million).  Fitch now expects $25 million in free cash flow in 2011
(absent any potential income tax benefits) and minimal FCF
thereafter, assuming annual capital expenditures remain in the $70
million range.

The issue ratings are derived from the IDR and the relevant
Recovery Rating, based on Fitch's recovery analysis that places a
liquidation value under a distressed scenario of approximately
$880 million as of Oct. 29, 2011.  Bon-Ton's senior secured credit
facility is rated 'BB-/RR1', indicating outstanding recovery
prospects (91%-100%) in a distressed scenario.  The facility is
secured by a first lien on substantially all of the assets (mainly
consists of inventory) of the borrowing entities and guarantors,
except for certain mortgaged real property supporting the mortgage
loan facilities.

The $240 million mortgage loan facility due March 6, 2016 is rated
'B/RR3', indicating good recovery prospects (51%-70%).  The
facility is secured by mortgages on 23 stores and one distribution
center.  These properties are owned by bankruptcy-remote special
purpose entities.  The $510 million of senior unsecured notes due
March 15, 2014 are rated 'CCC/RR5', and are considered to have
below average recovery prospects (11%-30%).

Fitch has downgraded Bon-Ton's ratings as follows with a Negative
Outlook:

The Bon-Ton Stores, Inc.

  -- Issuer Default Rating (IDR) to 'B-' from 'B'.

The Bon-Ton Department Stores, Inc.

  -- IDR to 'B-' from 'B';
  -- $625 million senior secured credit facility to 'BB-/RR1' from
     'BB/RR1';
  -- $510 million senior unsecured notes to 'CCC/RR5' from
     'B-/RR5'.

Bonstores Realty One and Two, LLC

  -- IDR to 'B-' from 'B';
  -- $240 million mortgage loan facility to 'B/RR3' from 'B+/RR3'.


BRIGGS TOBACCO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Briggs Tobacco & Specialty Company, Inc.
        1916 Vanderhorn
        Memphis, TN 38134

Bankruptcy Case No.: 11-32441

Chapter 11 Petition Date: November 18, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: John L. Ryder, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  E-mail: jryder@harrisshelton.com

Scheduled Assets: $3,372,179

Scheduled Debts: $15,373,452

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnwb11-32441.pdf

The petition was signed by Bruce Smith, president.


C&M RUSSELL: U.S. Trustee Objects to Cash Collateral Use
--------------------------------------------------------
The U.S. Trustee objects to the C & M Russell LLC's request to use
cash collateral, pointing out that the Debtor is seeking to pay
compensation to five individuals, one of whom is an insider of the
Debtor (i.e. Mattie Evans).

The United States Trustee objects to the payment of compensation
absent compliance with the principal compensation requirements of
the United States Trustee.

Alvin Mar, Esq., representing the U.S. Trustee, notes that
according to the declaration attached to the Motion, the proposed
budget for the six months commencing November 2011 was "prepared
by resort to existing contracts and historical performance with
respect to income and expenses, and is broken down by property
with allocations for both direct and indirect expenses."

The U.S. Trustee says that the Debtor must show reasonableness of
the request for use of cash collateral.

The U.S. Trustee requests that Debtor provide information of how
they calculated the amount for 'contingency reserve' and disclose
what constitutes 'Outside Services' as a matter of indirect
operating expense in their budget.

As reported in the Troubled Company Reporter on Nov. 14, 2011
C & M Russell LLC is seeking Bankruptcy Court permission to use
cash collateral consisting of rent revenues from five properties.

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

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

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

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

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

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

                        About C & M Russell

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


CAPFA CAPITAL: Moody's Assigns Caa3 Rating to Housing Rev. Bonds
----------------------------------------------------------------
Moody's Investors Service has placed the Caa3 underlying rating of
CAPFA Capital Corp's 2000F's Student Housing Revenue Bonds, Senior
Series 2000F-1 issued by Capital Projects Finance Authority on
Watchlist for Possible Downgrade. The Caa3-rated senior bonds are
insured by National Public Finance Guarantee Corporation and also
rated Baa1 based on the bond insurance policy. As of October 1st,
approximately $128 million of debt was outstanding. U.S. Bank
National Association serves as Trustee for the bonds. Moody's last
report on CAPFA Capital Corp. 2000F was published on August 12,
2010.

RATINGS RATIONALE

As expected, the borrower defaulted on the bonds on October 1,
2011. The bond insurer paid the principal and interest payments in
full, approximately $6.6 million. The bond insurer has also
committed to loan the obligor up to $21 million to help fund
repairs to the project (the Protective Advance Agreement). This
loan is on parity with the Senior Bonds. The bonds are being
placed on Watchlist for Possible Downgrade because detailed
information on the Protective Advance Agreement and other material
information is not forthcoming. This information is a critical
component of Moody's rating assessment and has not been provided
to us to date. If Moody's does not receive more information on the
Protective Advance Agreement and other material information, the
rating may be subject to downgrade or withdrawal.

LEGAL SECURITY: The bonds are limited obligations of Capital
Projects Finance Authority, secured solely by rental revenue from
two privatized student housing projects: Knight's Circle
(previously known as Pegasus Landing) and the Pointe at Central
(previously known as Pegasus Pointe) and various funds pledged
under the indenture. The Subordinate Series 2000G were not rated
or insured.

RECENT DEVELOPMENTS

The Trustee has confirmed that on October 1, 2011, monies in the
bond fund of the borrower were insufficient to meet debt service
obligations. The bond insurer, Nation Public Finance Guarantee
Corporation (rated Baa1) paid bondholders in full on October 1,
2011. Funds were not available to pay bonds as all project
revenues are being used to pay operating expenses and to repair
water damage at Knight's Circle and are not being deposited in the
bond fund. Prior to October 1, 2011, the trustee drew upon the
debt service reserve fund to pay bonds on October 1, 2010 and
April 1, 2011, fully depleting reserves for debt service.

In April 2010, the University of Central Florida (UCF) suspended
its referral agreement with Knight's Circle as a result of the
discovery of water intrusion and mold damages at the project. As a
result of this discovery and the suspension of the referral
agreement, occupancy at the project dropped to 68% during the Fall
2010 term. The referral agreement has since been reinstated
between Knight's Circle and UCF after approval of a plan to repair
all buildings at the project. Occupancy has since increased to 80%
of all units and 100% of all available units for rent at Knight's
Circle. The weighted average occupancy of both projects is 87%.
All repairs are expected to be completed by the Fall 2012 academic
year.

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


CHEMTURA CORP: Settles $20MM Continental Carbon Indemnity Claim
---------------------------------------------------------------
Rachel Slajda at Bankruptcy Law360 reports that Chemtura Corp. has
agreed to pay $305,000 to settle indemnity claims stemming from a
$20.7 million pollution verdict against Continental Carbon Co.,
which bought a carbon black plant from Chemtura in 1995, according
to a stipulation filed Friday in Chemtura's bankruptcy proceeding.

Law360 relates that Continental and its parent China Synthetic
Rubber Corp. had filed identical claims seeking indemnity for the
verdict and other costs associated with the pollution case.  After
settlement talks on Nov. 4, Chemtura agreed to pay $305,000 to
Continental to settle both claims.

                        About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No.
09-11233) on March 18, 2009.  The Debtors disclosed total assets
of $3.06 billion and total debts of $1.02 billion as of the
Chapter 11 filing.

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel for the Debtors.  Wolfblock LLP was
the Debtors' special counsel.  The Debtors' auditors and
accountant were KPMG LLP; their investment bankers are Lazard
Freres & Co.; their strategic communications advisors were Joele
Frank, Wilkinson Brimmer Katcher; their business advisors were
Alvarez & Marsal LLC and Ray Dombrowski served as their chief
restructuring officer; and their claims and noticing agent was
Kurtzman Carson Consultants LLC.

The Official Committee of Equity Security Holders tapped
Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, as counsel.  the Official
Committee of Unsecured Creditors retained Daniel H. Golden, Esq.,
Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, as counsel.

Chemtura completed its financial restructuring and emerged from
protection under Chapter 11 in November 2010.  In connection with
the emergence, reorganized Chemtura is now listed on the New York
Stock Exchange under the ticker "CHMT".


CITY NATIONAL: Signs Employment Pact with Preston Pinkett
---------------------------------------------------------
City National Bank of New Jersey and City National Bancshares
Corporation, entered into a one-year employment agreement
effective as of Nov. 1, 2011, with the Company's Interim President
and Chief Executive Officer, Preston D. Pinkett, III, to serve as
the Company's President and Chief Executive Officer at an annual
cash salary of $265,000 per year.  In addition, Mr. Pinkett is
entitled to receive twenty thousand shares of our stock payable
evenly over the one year term of the Agreement.  Mr. Pinkett is
also entitled to a $1,200 per month auto allowance.

In the Employment Agreement, Mr. Pinkett has agreed that following
(i) voluntary termination by him of his employment for any reason
other than as a result of a material breach of his employment
agreement by the Company, (ii) termination of his employment by
the Company for cause, or (iii) expiration of his employment
agreement as a result of his failure to accept our offer of a
renewal of the employment agreement, he will not compete with the
Company or any of the Company's affiliates for a period of one
year following such termination within a 30 mile radius from the
Bank's main office located at 900 Broad Street, Newark, New Jersey
or within a three mile radius  from the location of any branch of
the Bank existing as of the date of such termination.

In addition, the Employment Agreement provides that its terms are
subject to the laws, rules, and guidance of the U.S. Department of
Treasury's Troubled Asset Relief Program Capital Purchase Program
and that until the Company is no longer a participant in and
subject to the TARP Capital Purchase Program rules and guidance
the Board of Directors of the Bank and CNBC can unilaterally and
without Mr. Pinkett's consent amend any of the provisions of his
Employment Agreement, including, but not limited to, reducing the
amount of compensation and benefits provided therein, if in the
Board's sole judgment the modification is necessary to comply with
the mandatory application of the U.S. Department of Treasury's
rules and guidance governing executive compensation of
participants of the TARP Capital Purchase Program.

On Oct. 31, 2011, the Company also executed an amendment effective
Sept. 1, 2011, to Mr. Pinkett's prior employment agreement of
March 1, 2011, memorializing that the term thereof ended Oct. 31,
2011.

                   About City National Bancshares

Newark, N.J.-based City National Bancshares Corporation is a New
Jersey corporation incorporated on January 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.

The Bank owns a 35.4% interest in a leasing company, along with
two other minority banks and has small investments in a Haitian
financial organization that provides microloan financing to
individuals in rural Haiti for business purposes and a mutual fund
which invests in targeted projects throughout the country that are
eligible for Community Reinvestment Act ("CRA") credit.

The Company reported a net loss of $7.5 million on $12.8 million
of net interest income for 2010, compared with a net loss of
$7.8 million on $14.7 million of net interest income for 2009.

The Company's balance sheet at June 30, 2011, showed
$366.19 million in total assets, $344.81 million in total
liabilities, and $21.38 million in total stockholders' equity.'

As reported by the TCR on June 1, 2011, KPMG LLP, in Short Hills,
New Jersey, expressed substantial doubt about City National
Bancshares' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has entered into a consent order with
the Office of the Comptroller of the Currency.




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

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

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

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

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

                        http://is.gd/OsDcRj

                     About Clearwire Corporation

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

                          *     *     *

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

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


COMMUNITY TOWERS: Gattey Law OK'd as Special Litigation Counsel
---------------------------------------------------------------
The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the
Northern District of California authorized Community Towers I,
LLC, et al., to employ Gattey Law Office as its special litigation
counsel.

Gattey is providing these services for the Debtors:

   a. perform services as special litigation counsel, including
   seeking to recover monies owed to the Debtors by International
   Payment Corporation; and

   b. provide services in relation to other litigation matters as
   the Debtors may require.

Gattey disclosed that it has performed prepetition legal services
and is owed the amount of $1,189 in legal fees incurred in the
ordinary course of business.  Gattey holds a prepetition claim
against the estates of $1,189 for these services.

Mr. Gattey charges $350 an hour.  The fees will be billed in
minimum increments of one-tenth of an hour pursuant to the
guidelines.

In the year prior to the commencement of the cases, Gattey did
not receive any payments from the Debtors.  However, on Sept 27,
2011, Gattey received a payment from the Law Offices of Eric
Mogensen, corporate counsel for the Debtors, in the amount
of $742.  This payment was on account for prepetition services
provided in the ordinary course of business to the Debtors.

The Debtors have also agreed to pay Gattey all additional
attorneys' fees and costs incurred after the commencement of the
cases, subject to the approval of the Bankruptcy Court.

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

                   About Community Towers I LLC

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N. D. Calif. Lead Case Case
No. 11-58944) on Sept. 26, 2011, in San Jose, California.  John
Walshe Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I LLC estimated up to $50 million in both assets and debts.


COMMUNITY TOWERS: Eric Mogensen Approved as Real Estate Counsel
---------------------------------------------------------------
The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the
Northern District of California authorized Community Towers I,
LLC, et al., to employ the Law Offices of Eric Mogensen as their
corporate, real estate and transaction counsel.

Mogensen has agreed to:

   a. perform services as general corporate counsel, including
   providing advice relating to, and, where necessary and
   appropriate, implementation of: (i) general corporate matters;
   (ii) investigation, research and analysis of legal and factual
   corporate and other transaction issues; (iii) analysis and
   application of law; (iv) negotiations with opposing counsel;
   (v) written and oral communications with other parties and the
   Debtors and their professionals;

   b. provide services relating to negotiations/litigation with
   the Debtor's senior secured lender, CBIC, Inc.; and

   c. provide services in relation to other corporate or
   transaction issues as the Debtors may require.

Mogensen disclosed that it has performed prepetition legal
services and is owed the amount of $43,615 in legal fees incurred
in the ordinary course of business and in connection with the
Chapter 11 cases.  Mogensen holds a prepetition claim against the
estates.

The Debtor related that Mogensen received a prepetition retainer
on March 9, 2011, in the amount of $160,000.  Mr. Mogensen's
hourly rate is $310.  The fees will be billed in minimum
increments of one-tenth of an hour pursuant to the Guidelines.

The Debtors have also agreed to pay Mogensen all additional
attorneys' fees and costs incurred after the commencement of the
cases, subject to the approval of the Bankruptcy Court.

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

                   About Community Towers I LLC

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N. D. Calif. Lead Case Case
No. 11-58944) on Sept. 26, 2011, in San Jose, California.  John
Walshe Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I LLC estimated up to $50 million in both assets and debts.


CREEKHILL REALTY: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Creekhill Realty, LLC
                1070 St. Nicholas Avenue
                New York, NY 10032

Bankruptcy Case No.: 11-15365

Involuntary Chapter 11 Petition Date: November 18, 2011

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

Judge: Martin Glenn

Debtor's Counsel: Pro Se

Petitioner's Counsel: Arlene Gordon-Oliver, Esq.
                      ARLENE GORDON-OLIVER, P.C.
                      Westchester Financial Center
                      50 Main Street, Suite 1000
                      White Plains, NY 10606
                      Tel: (914) 682-2113
                      Fax: (914) 682-2114
                      E-mail: ago@gordonoliverlaw.com

Creditor who signed the Chapter 11 petition:

    Petitioner                     Nature of Claim    Claim Amount
    ----------                     ---------------    ------------
Ky'Mara Inc.                       Trucking/Hauling       $107,050
361 Parkview Avenue                Services
Yonkers, NY 10710


CROSSOVER FIN'L: Court OKs Nicholls & Associates as Bank. Counsel
-----------------------------------------------------------------
Crossover Financial I, LLC sought and obtained permission from the
U.S. Bankruptcy Court for the District of Colorado for permission
to employ Nicholls & Associates, P.C., as counsel.

The firm will assist in efforts to reorganize under Chapter 11 of
the Bankruptcy Code.

The hourly rates of the firm's personnel are:

         Jon S. Nicholls              $295
         Stpehen C. Nicholls          $295

Prepetition, the firm received $15,000, $7,500 was drawn against
the retainer representing prepetition services, leaving a retainer
balance of $7,500.  The retainer was paid by the Debtor.

To the best of the Debtor's knowledge, the attorneys have no
present or past connection which would result in conflict of
interest with the Debtor, its creditors, or any other party-in-
interest or their respective attorneys.

                     About Crossover Financial

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located in El Paso
County.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

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


CROWN HOLDINGS: S&P Affirms 'BB+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior secured debt
rating on Philadelphia-based Crown Holdings Inc. (Crown) and its
subsidiaries to 'BBB-' (one notch above the corporate credit
rating) from 'BBB' and revised the recovery rating on this debt to
'2' from '1'. "The '2' recovery rating reflects our expectation
for substantial (70% to 90%) recovery in the event of a payment
default. At the same time, we affirmed all our other ratings on
Crown, including the 'BB+' corporate credit rating. The outlook is
stable," S&P said.

"The ratings on Crown reflect its satisfactory business risk
profile as a leading global can manufacturer, with trailing-12-
month sales of $8.5 billion, and its significant financial risk
profile," said Standard & Poor's credit analyst Cynthia Werneth.
"The company's business strengths include its market position
among a handful of global leaders in metal packaging and its
extensive international operations, including good positions in
emerging markets with favorable long-term growth prospects. Crown
also has greater customer diversity than most of its peers. In
addition, metal packaging producers benefit from fairly stable
demand because most of the business is related to the food and
beverage industry. They also benefit from a relatively
consolidated industry structure and timely contractual pass-
through of raw material cost fluctuations to customers. These
factors combine to create comparatively stable earnings and cash
flow over economic cycles."

Crown's operating results are relatively stable and its business
is quite profitable. EBITDA margins are consistently near 15%,
with pretax return on capital currently greater than 20%. Crown's
financial profile has strengthened through growth in sales,
earnings, and cash flow. The company also reduced book debt
significantly between 2006 and 2009. But, because of rising
postretirement obligations, adjusted debt did not decline as much.
Since then, debt has increased somewhat and in any event
fluctuates seasonally. Pro forma unadjusted net debt leverage as
of Sept. 30, 2011, was 3.2x and total adjusted debt to EBITDA was
about 3.8x after Standard & Poor's adjustments for postretirement
and asbestos liabilities and operating leases. During the past
two years, management has turned its focus to capacity expansions
in emerging markets and shareholder rewards. "The company
completed $255 million of share repurchases in 2010 and $212
million during the first three quarters of 2011. Despite Crown's
growth and shareholder objectives, we believe management will
strive to maintain credit metrics appropriate for the current
ratings," S&P said.

The outlook is stable. "We expect that Crown should continue to
benefit from relatively stable food and beverage end markets, a
consolidated industry structure that results in production and
pricing discipline and good pass-through of costs, and continued
growth in emerging markets due to increasing disposable income and
concerns about food safety. As a result, we believe Crown will
continue to consistently generate substantial discretionary
cash, and that credit metrics will strengthen during the next one
to two years, primarily through earnings growth generated from
higher sales in emerging markets, to appropriate levels for the
ratings, including FFO to total adjusted debt near 20%," S&P said.

"However, if FFO to debt seems likely to remain below 15%, either
because of aggressive shareholder rewards or market deterioration,
we would likely lower the ratings. Although Crown has expanded
primarily through organic growth in recent years, and we do not
expect this to change, a sizable debt-financed acquisition would
also likely lead to a downgrade," S&P said.

"We could also lower the ratings if the use of other packaging
materials unexpectedly makes serious inroads into markets
currently served by metal cans or if events, such as onerous taxes
on sugary beverages, prompt a significant and sustained decline in
the number of cans sold," Ms. Werneth continued. "Current
financial metrics and financial policies that favor growth and
shareholder rewards make an upgrade unlikely in the next few
years."


CRYSTAL CATHEDRAL: Judge Confirms Diocese's Buyout
--------------------------------------------------
Dow Jones' DBR Small Cap reports that the Roman Catholic Diocese
of Orange won bankruptcy-court approval to buy California's
Crystal Cathedral Ministries with a bid of $57.5 million, beating
a rival bid from Chapman University.

The sale agreement provides that the congregation will have three
years to find new premises.

Chapman University, the secular bidder, has been the preferred
buyer as far as the church members are concerned.  That is because
Chapman would allow the ministry to continue to use the main
buildings on the premises.  It also offered the option of allowing
church administrators to buy the property back at a later point.

Chapman had pressed its case with a newly escalated bid of
$59 million, only to complain that it had been blindsided by the
Crystal Cathedral board, which came down firmly on the side of the
Catholic Church.

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.


CUMULUS MEDIA: Patrick, Lenders to Take Over AR Broadcasting Owner
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that AR Broadcasting Holdings
Inc. unveiled its Chapter 11 plan, which transfers control of the
broadcaster an entity owned by radio veteran Larry Patrick.

                       About AR Broadcasting

AR Broadcasting Holdings Inc., which is owned entirely by Cumulus
Media, filed for Chapter 11 protection (Bankr. D. Del. Case No.
11-13674) on Nov. 17, 2011, after struggling to pay off debts that
topped $97 million.  Holdings estimated debts between $50 million
and $100 million but said assets are worth less than $50 million.
Affiliates AR Broadcasting and AR Licensing also filed for
bankruptcy.

Judge Brendan Linehan Shannon has been assigned the case.

Company executives negotiated a deal with the company's
lenders on how the company's debt should be restructured -- a deal
that has already gotten full support of the creditors the company
says were entitled to vote.

William E. Chipman, Jr., Esq., Landon Ellis, Esq., and Adam G.
Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware,
serve as counsel to the Debtors.  DLS Claims Administration, LLC,
is the claims agent.   ARS Holdings estimated $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities as of the Chapter 11 filing.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the U.S. based on station count, operating 570 stations in 120
cities.  Early in 2011, it acquired rival Citadel Broadcasting
Corp. for $1.4 billion in cash and issued 22.5 million shares of
Class A common stock and warrants to purchase roughly 47.7 million
shares of common stock to Citadel security holders.

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.

                          *     *     *

Standard & Poor's Ratings Services said April 2011 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.


DALE PARSONS: Ch. 7 Trustee's Accord With Pacific Sources Okayed
----------------------------------------------------------------
Bankruptcy Judge Lloyd King approved a settlement of the claims
lodged by the Chapter 7 trustee overseeing the liquidation of the
bankruptcy estate of Dale Julian Parsons, Jr., and Mary Virginia
Parsons, against Pacific Sources, Inc., and Mark Mason and Pacific
Sources' counterclaims against the estate.

Pacific Source filed on April 13, 2010, a proof of unsecured claim
for $154,465.

On Feb. 22, 2011, the Parsons, along with others, filed a
complaint in the United States District Court for the District of
Hawaii, Civil No. 11-00111 DAE-KSC, against Pacific Source and its
principal Mark Mason, arising out of pre-bankruptcy dealings
between the Debtors and Pacific Source and Mark Mason.

On July 26, 2011 an order was entered in the District Court Case
substituting the Chapter 7 Trustee as the real party in interest
for the Parsons.

A compromise of the parties' claims was agreed to and on Sept. 20,
2011, Pacific Source filed an amended proof of claim against the
Debtors' estate thereby reducing its claim to $99,814.

The Chapter 7 Trustee proposes to settle the Debtors' pre-petition
claims against Pacific Source and Mark Mason as alleged in the
District Court Case in consideration of the payment of $25,000 to
the Debtors' estate.  The Chapter 7 Trustee said that should he
chose to litigate the claims made in the District Court Case, the
likelihood of success on those claim is low given the evidence
available, the nature and complexity of factual allegations made
in support of those claims and the legal theories upon which those
claims are based.

The Debtors' counsel objected to the settlement to insure that any
claims made by Plaintiff Gordon P. A. Smith in the District Court
Case were not included in the proposed settlement.

A copy of the Court's Nov. 18, 2011 Findings of Fact and
Conclusions of Law is available at http://is.gd/nDlIClfrom
Leagle.com.

Dale Julian Parsons, Jr., and Mary Virginia Parsons filed a
Chapter 11 bankruptcy petition (Bankr. D. Hawaii Case No.
09-02937) on Dec. 14, 2009.  At the Debtors' behest, the Chapter
11 case was converted to a case under Chapter 7 by Order entered
on Nov. 8, 2010.  Dane S. Field was appointed Chapter 7 Trustee.
The Chapter 7 Trustee is represented by Enver W. Painter, Jr. --
enver.painter@hawaiiantel.net -- in Honolulu, Hawaii.


DALLAS STARS: Bankruptcy Judge Confirms Chapter 11 Exit Plan
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Dallas Stars
won court approval to exit Chapter 11 bankruptcy under the
ownership of Vancouver businessman Tom Gaglardi, leaving behind
hundreds of millions of dollars of unpaid debts.

As reported in the Troubled Company Reporter on Nov. 15, 2011, The
Dallas Morning News said that the Dallas Stars, the National
Hockey League, the lenders and the lawyers for Tom Gaglardi are
working to fast-track the sale of the team, and it appears they
are succeeding.   According to the report, the original date to
resolve the bankruptcy hearing in Delaware bankruptcy court was
Nov. 23.  That has been moved up to Nov. 18.  According to Dallas
Morning News, the Board of Governors' approval of the sale to Mr.
Gaglardi was expected to be at the regularly scheduled Board
meeting Dec. 5-6.  However, the Stars and NHL are studying a
possible fax vote.  The difference between the board and the fax
is that a board vote requires two-thirds approval, while a fax
vote has to be unanimous.

                        About Dallas Stars

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

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

Dallas Stars LP scheduled $52,035,457 in total assets and
$363,569,191 in liabilities.  StarCenters LLC listed $0 in assets
and $149,640,000 in liabilities.  Dallas Arena LLC listed
$49,017,082 in assets and said debts are undetermined.  Dallas
Stars U.S. Holdings Corp. scheduled $13,036 in assets and
$149,640,000 in debts.

The petitions were signed by Robert L. Hutson, chief financial
officer.

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

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

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

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

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

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


DECORATOR INDUSTRIES: Court Approves Richard Gross as Auditor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Decorator Industries Inc. to employ Richard Gross and
the accounting firm of Louis Plung & Company as outside auditor
for its 401-K Plan, nunc pro tunc to Oct. 3, 2011.

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

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

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

                    About Decorator Industries

Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior
furnishings for the hospitality and RV industries.  Decorator
Industries, doing business as Specialty Window Coverings and
Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Judge John K. Olson
oversees the case.  Paul J. Battista, Esq. and Mariaelena Gayo-
Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as
counsel to the Debtor.  The Debtor disclosed assets of $8,434,882
and liabilities of $3,494,609.

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


DECORATOR INDUSTRIES: Court OKs Robert Bradley as Broker
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Decorator Industries Inc. to employ Therese M. Geise,
Steve Pettit and Jeremy McClements and the firm of Robert Bradley
Associates, LLC d/b/a CB Richard Ellis/Bradley, as commercial real
estate brokers with respect to the Debtor's Goshen, Indiana
facility located at 1614 Eisenhower Drive, Goshen, Indiana 46526.

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

   -- determine the marketing strategy;

   -- prepare marketing materials;

   -- list and market the Property;

   -- prepare and consolidate due diligence materials;

   -- assist with sale negotiations;

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

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

   -- receive offers from Qualified Bidders;

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

   -- assist in closing the sale transaction.

The Broker will receive the greater of a 6 percent commission of
the gross sale price of the Property or $5,000.  In the event that
the Property is sold to either Maury Miller or Lippert, the Broker
will discount the Commission by 25%.

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

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

                    About Decorator Industries

Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior
furnishings for the hospitality and RV industries.  Decorator
Industries, doing business as Specialty Window Coverings and
Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Judge John K. Olson
oversees the case.  Paul J. Battista, Esq. and Mariaelena Gayo-
Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as
counsel to the Debtor.  The Debtor listed assets of $8,434,882 and
liabilities of $3,494,609.

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


DETROIT, MI: Bankruptcy Filing Could Be on the Horizon
------------------------------------------------------
American Bankruptcy Institute reports that Detroit, the home to
America's Big Three automakers, has until spring to straighten out
its budget problems or the city could face bankruptcy or, worse,
potential default on its largest debt obligations.


DIPPIN' DOTS: Agrees to Pursue Bankruptcy Sale
----------------------------------------------
Dow Jones' DBR Small Cap reports that at the demand of its biggest
lender, Dippin' Dots Inc. agreed to sell itself at auction in the
coming spring, a move that would likely remove the Kentucky
company's ownership from the hands of founder Curt Jones, a
microbiologist who began selling the quirky flash-frozen beads out
of his garage nearly 24 years ago.

As reported in the Troubled Company Reporter on Nov. 17, 2011,
Dippin' Dots'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.


DLH MASTER: Files 6th Amended and Restated Plan of Reorganization
-----------------------------------------------------------------
On Nov. 7, 2011, DLH Master Land Holding, Inc., filed a Sixth
Amended and Restated Plan of Reorganization with the U.S.
Bankruptcy Court for the Northern District of Texas.  Allen
Capital Partners (ACP) has previously separately confirmed its
reorganization plan.

The Sixth Plan incorporates all previously filed modifications and
clarifications, plus the changes directed by the Court in its
Oct. 7, 2011 bench ruling.

DLH's proposed Reorganization Plan contemplates that the Debtor
will obtain sufficient Exit Financing to enable the Debtor to pay
all Administrative and non-tax Priority Claims (other than the
Debtor-in-Possession Financing) in full on the Effective
Date and to provide a standby line of credit for future operating
cash flow needs for Debtor.

DLH, with the agreement of the DIP Lenders, will convert the
Debtor In Possession Financing into a Post-Confirmation Term Loan.
The current projected balance of this facility is approximately
$2.72 million.  Debtor has obtained additional Exit Financing
approved by the Court.  Certain Secured Claims will be satisfied
on or shortly after the Effective Date by the surrender of the
land securing the Secured Claims.  Reorganized DLH will finance
distributions to the other creditors from other sales of land,
refinancing, Exit Financing and or joint ventures.

The proceeds from any sale would be used first to pay necessary
costs of closing, second, in payment of the Release Price
necessary to satisfy in full the Secured Claim secured by the
parcel, third, in payment of a Release Price on the Term Loan from
the DIP Lenders, and fourth, payment of sufficient funds to
allow the Debtor's owners to pay actual state and federal income
taxes incurred as a result of the taxable gains realized on a
sale, if any resulting in the Net Sales Proceeds subject to
Reorganized DLH being in compliance with all other terms of the
Plan.  The Net Sales Proceeds from any sale will be allocated
generally between Reorganized DLH and Creditors holding Allowed
Claims against DLH: (a) to fund the operating expenses of
Reorganized DLH, including the costs of managing and marketing the
DLH Land and to repay the Term Loan and Other Exit Financing, and
(b) to fund distributions to Creditors.

Under the Plan, Class 3 (Allowed Secured Claims) falls into six
general subclasses:

DLH Class 3 Subclass A. Pool 1: Compass Bank Land Loan
DLH Class 3 Subclass B. Pool 2: Hutchins Industrial Pool
DLH Class 3 Subclass C. Pool 3: ABOT Pool
DLH Class 3 Subclass D. Pool 4: Seller Financing Pool
DLH Class 3 Subclass E. Great Western Bank (Deleted: Sold)
DLH Class 3 Subclass F. Compass Bank ? Building Loan
                        (Deleted: Sold)

Pool 1 will receive Interest only payments on the first
anniversary date of the Effective Date, and annually thereafter
until maturity on each subsequent anniversary date of the
Effective Date.  All unpaid principal and interest accrued will
become due and payable on the fifth (5th) anniversary of the
Effective Date.

With respect to Pool 2, all principal and accrued but unpaid
interest will be due and payable in full on the fifth anniversary
of the Effective Date.  Interest on the Pool 2 Notes will be
payable annually in arrears commencing on the first anniversary
date of the Effective Date, with interest only on the Pool 2 Note
for the first three years after the Effective Date, and
thereafter, in equal annual payments of principal and interest
sufficient to fully amortize the then outstanding principal
balance of the Pool 2 Notes over 10 years (calculated from the 3rd
anniversary of the Effective Date).

With respect to Pool 3, DLH surrendered all of the property in the
ABOT Pool to ABOT in full and complete satisfaction of ABOT's
Claims.  ABOT is Unimpaired.

With respect to Pool 4, DLH will surrender to the Secured
Creditors holding Pool 4 Allowed Secured Claims on the Pool 4
parcels identified as Parcels 161-164 (Coffman Investments) and
Parcels 93-95 and 156-157 (Southport Properties, LP) on or before
the Effective Date in full satisfaction all such Claims.  Those
Pool 4 Secured Creditors are Unimpaired under the Plan.

With respect to the remaining Pool 4 parcels, all accrued but
unpaid interest and other charges and all principal of the Pool 4
Notes will become due and payable in full one hundred eighty (180)
days after the Effective Date.

DLH unsecured creditors will be paid over time from cash generated
by DLH's operations and sales, refinancing, or joint ventures of
properties retained by Reorganized DLH.

Except to the extent that additional equity interests are required
to be issued by Reorganized DLH as a condition of obtaining Exit
Financing, current equity will retain their interests in
Reorganized DLH.

A copy of the Sixth Amended and Restated DLH Plan is available for
free at http://bankrupt.com/misc/dlhmaster.dkt1234.pdf

                       About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
30562) on Jan. 25, 2010.  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.

No trustee or examiner has been appointed in any of the cases
administratively consolidated with those of the Debtors.

There are two separate Chapter 11 plans filed in the Debtors'
Chapter 11 cases -- one filed by RSAI and Richard Allen, and
another filed by DLH and Allen Capital Partners.

Debtors Richard Allen and RSAI filed their original Joint Plan of
Reorganization on Aug. 18, 2010.  However, after filing the
original Plan, due to delays and disputes related to the DLH and
ACP Plan, Allen and RSAI determined it was most efficient to wait
until the ACP and DLH Plan was confirmed before proceeding to
confirmation of the Allen and RSAI Plan.

As reported in the TCR on Oct. 17, 2011, an Amended Fifth Joint
Plan of Reorganization was filed for Allen Capital Partners LLC
and DLH Master Land Holding, but in an order dated Oct. 12, 2011,
Bankruptcy Judge Harlin D. Hale confirmed the Plan only as to ACP.
The Court will hold a further plan hearing as to DLH.


DYNEGY INC: Debtors Win Nod to Pay Employee Obligations
-------------------------------------------------------
On an interim basis, the bankruptcy court authorized Dynegy
Holdings LLC and its debtor-affiliates to pay or otherwise honor
all employee obligations and all costs and expenses incident to
the employee obligations and all programs related to the employee
obligations that come due prior to Dec. 2, 2011.

The final hearing on the Motion is set for Dec. 2, at 10:00 a.m.
Eastern Time.  Objections must be filed so as to be received no
later than 5:00 pm Eastern Time on Nov. 23.

The Debtors will not pay any individual Employee more than
$11,725 on account of unpaid wages prior to the Final Hearing
without first consulting the Office of the United States Trustee.

The Court also authorized the Debtors to continue to honor
obligations relating to the Severance Plan to non-insider, non-
senior management Employees and only to the extent the
obligations are consistent with the Debtors' prepetition
practices; provided however, that nothing in the Court's interim
order will prejudice the Debtors' right to modify, reject or
otherwise amend any Severance Plan pursuant to the terms of the
Severance Plan or order of the Court, provided further, that the
Debtors will not modify any Severance Plan so as to increase the
severance benefit without further order of the Court.

The Debtors are authorized, but not directed, to pay, in their
sole discretion, compensation owed to the Temporary Workforce up
to $11,725 per Temporary Worker.

Banks are authorized to administer the Debtors' bank accounts.

                        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 Sidley Austin as Counsel
----------------------------------------------------
Dynegy Holdings LLC and its debtor-affiliates ask the bankruptcy
Court for authority to employ Sidley Austin LLP as general
reorganization and bankruptcy counsel, nunc pro tunc to the
Petition Date.

The Debtors tell the Court that in the weeks leading up to the
Petition Date, Sidley Austin has advised them on restructuring and
insolvency issues, including factors pertinent to the commencement
of the cases, as well as on general corporate, finance, real
estate, labor and employment, and regulatory matters.  In so
doing, Sidley Austin has become intimately familiar with the
Debtors and their affairs.

The Debtors anticipate that Sidley Austin will perform these legal
services, among others:

  (a) provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their businesses;

  (b) take all necessary action on behalf of the Debtors to
      protect and preserve the Debtors' estates, including
      prosecuting actions on behalf of the Debtors, negotiating
      litigation in which the Debtors are involved, and
      objecting to claims filed against the Debtors' estates;

  (c) prepare on behalf of the Debtors all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of the Debtors'
      estates;

  (d) attend meetings and negotiate with representatives of
      creditors and other parties in interest, attend court
      hearings, and advise the Debtors on the conduct of their
      Chapter 11 cases;

  (e) advise and assist the Debtors regarding all aspects of the
      plan confirmation process, including, but not limited to,
      negotiating and drafting a plan of reorganization and
      accompanying disclosure statement, securing the approval
      of a disclosure statement, soliciting votes in support of
      plan confirmation, and securing confirmation of the plan;

  (f) perform any and all other legal services for the Debtors
      in connection with these chapter 11 cases and with
      implementation of the Debtors' plan of reorganization;

  (g) provide legal advice and perform legal services with
      respect to matters involving the negotiation of the terms
      and the issuance of corporate securities, matters relating
      to corporate governance, and the interpretation,
      application or amendment of the Debtors' organizational
      documents, including their limited liability company
      agreements, material contracts, and matters involving the
      fiduciary duties of the Debtors and their officers,
      directors, and managers;

  (h) provide legal advice and legal services with respect to
      litigation, tax, and other general non-bankruptcy legal
      issues for the Debtors to the extent requested by the
      Debtors; and

  (i) render other services as may be in the best interests of
      the Debtors in connection with any of the foregoing and
      all other necessary or appropriate legal services in
      connection with the Chapter 11 cases, as agreed upon by
      Sidley and the Debtors.

The Debtors will pay Sidley Austin on an hourly basis in
accordance with its ordinary and customary rates in effect on the
date the services are rendered.  They will also reimburse Sidley
Austin's necessary out-of-pocket expenses.

The hourly rates of Sidley Austin's bankruptcy and other
professionals and paraprofessionals expected to render services
to the Debtors in the Chapter 11 cases range from $150 to $975
per hour.

On Sept. 27, 2011, Sidley received an advance payment retainer
amounting $375,000.  The Advance Payment Retainer was supplemented
by additional advance payments amounting $375,000 on each of Oct.
7, Oct. 18, Oct. 25, Nov. 1, and Nov. 4, 2011.  The Advance
Payment Retainer was allocated prior to the Petition Date to time
spent and expenses incurred prior to the Petition Date, including
both to the time and expenses that were recorded prior to the
Petition Date and those which were recorded after the Petition
Date.

To the extent that the time spent and expenses incurred prior to
the Petition Date turn out to be less than the Advance Payment
Retainer allocated prior to the Petition Date, any remaining
amount will be used to satisfy any initial postpetition fees and
expenses incurred by Sidley Austin, the Debtors note.

During the one year period before the Petition Date, the funds
received from the Debtors by Sidley Austin for services rendered
or to be rendered in contemplation or in connection with the
Chapter 11 cases did not exceed $2,250,000.

Paul S. Caruso, Esq., a member of Sidley Austin, assures the
Court that his firm 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)


DYNEGY INC: Inks Amendments to Bylaws and Company's Code of Ethics
------------------------------------------------------------------
On Nov. 17, 2011, the Board of Directors of Dynegy Inc. adopted
and approved the Third Amended and Restated Bylaws of Dynegy.
This amendment and restatement was effective immediately and
contains changes which:

  -- Clarify the requirements of when Dynegy may hold its annual
     meeting;

  -- Delete references to "Class A" common stock and "Class A"
     directors consistent with Dynegy's Second Amended and
     Restated Certificate of Incorporation; and

  -- Clarify the duties of the chairman of the board as well as
     clarify that the chairman of the board may be selected to
     serve as the lead director if he or she meets the applicable
     criteria.

The foregoing is intended only to be a summary of the changes made
to the Bylaws and is qualified in its entirety by the Bylaws as
amended and restated on Nov. 17, 2011, a copy of which is
available for free at http://is.gd/DeuyKg

On Nov. 16, 2011, the Board's Audit and Compliance Committee
approved amendments to the Code of Ethics for Senior Financial
Professionals. The amendments were effective immediately and
contain changes which:

  -- Add a guideline that each Senior Financial Professional is
     expected to "promptly bring to the attention of the Audit and
     Compliance Committee any information concerning significant
     deficiencies in the design or operation of internal
     controls;" and

  -- Add a statement: "Any waiver and any amendment to this Code
     of Ethics shall be considered by the Audit and Compliance
     Committee, and all such waivers and amendments shall be
     disclosed as required by law."

The foregoing is intended only to be a summary of the changes made
to the Code of Ethics and is qualified in its entirety by the Code
of Ethics as amended on Nov. 16, 2011, a copy of which is
available for free at http://is.gd/8ChDX8

                        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
estimated $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)


EMPIRE RESORTS: Board OKs Amendment to Code of Business Conduct
---------------------------------------------------------------
The Board of Directors of Empire Resorts, Inc., approved an
amendment to the Company's Code of Business Conduct and Ethics,
which is applicable to the Company's directors, officers and
employees.  In addition to various non-substantive changes, the
Code of Conduct was amended to clarify that gifts to an employee
valued at more than $100 create the appearance of a conflict of
interest and must be returned with a note stating the Company
policy.  In addition, the Code of Conduct was amended to indicate
that business meals and business entertainment paid for by an
outside organization doing business with or seeking to do business
with the Company are not prohibited and are not considered "gifts"
if they would be reimbursable to the employee by the Company
pursuant to the Company's travel and entertainment policy or
complimentary services policy.

On Nov. 10, 2011, the Board of Directors of the Company also
approved and adopted the Code of Ethics for the Principal
Executive Officer and Senior Financial Officers, which is
applicable to the Company's Chief Executive Officer and Chief
Financial Officer.

                        About Empire Resorts

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

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.  The Company reported net
income of $958,000 on $53.53 million of net revenues for the nine
months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$50.53 million in total assets, $24.86 million in total
liabilities, and $25.66 million in total stockholders' equity.


EVANS OIL: Shannon Long Wants Fifth Third's Adversary Proceeding
----------------------------------------------------------------
Shannon Long asks the U.S. Bankruptcy Court for the Middle
District of Florida to dismiss the adversary proceeding filed by
Fifth Third Bank.

Fifth Third Bank's adversary complaint against Ms. Long alleges
that property of Evans Oil Company, LLC was transferred to Ms.
Long, the former wife of Randy M. Long, the owner and manager of
Evans Oil, et al.

According to Ms. Long, the three counts of legal contentions
against her lack merit under the existing law because:

   1. only the Debtor may assert the claims asserted in Fifth
   Third's adversary proceeding;

   2. the adversary proceeding and the claims asserted in the
   adversary proceeding are property of the Debtors' estates; and

   3. prosecution of the adversary proceeding violates the
   automatic stay.

                         About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP as bankruptcy counsel serve
as bankruptcy counsel to the Debtors.  Garden City Group Inc. is
the claims and notice agent.  The Parkland Group Inc. is the
restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


FILENE'S BASEMENT: Committees Object to Hirings
-----------------------------------------------
BankruptcyData.com reports that Syms' official committee of
unsecured creditors filed with the U.S. Bankruptcy Court an
objection to the Debtors' motion to employ and pay professionals
utilized in the ordinary course of business.

"The Committee is concerned about the breadth of the professionals
that the Debtors are seeking to wedge under the Ordinary Course
Professional umbrella, particularly in light of the fact that the
Debtors are in the process of liquidating their retail operations
and in a few months will essentially be a real estate holding
company with no operating business," the panel argued.

The committee also filed an objection to the Debtors' motion
authorizing the use of cash collateral.

Syms' official committee of equity security holders filed a
joinder to the objection, and the Court scheduled a Nov. 22, 2011
hearing to consider the motions.

                      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, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  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 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  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%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: May File Schedules & Statements by Jan. 3
------------------------------------------------------------
Filene's Basement LLC, Syms Corp., Syms Clothing Inc., and Syms
Advertising Inc. expect to file their schedules of assets and
liabilities, and statements of financial affairs by Jan. 3, 2012.
The Debtors have an original deadline to file those financial
disclosures of Dec. 2, 2011.

The Debtors, in seeking an extension of the filing deadline, cited
the substantial burdens already imposed on their management by the
bankruptcy filing, the limited number of employees available to
collect the information, the competing demands upon those
employees, and the time and attention the Debtors must devote to
the chapter 11 process.  The Debtors also cautioned they may seek
yet another extension of the deadline should it become necessary.

The Debtors are going out of business and have lodged a request to
reject various executory contracts and leases effective, in most
instances, as of the Petition Date.  The Debtors also seek to
abandon to the landlords under the Leases any and all abandoned
property as of the date the leases are rejected.

                      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, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  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 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  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%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Court OKs Kurtzman Carson as Claims Agent
------------------------------------------------------------
The Bankruptcy Court approved the engagement of Kurtzman Carson
Consultants LLC as notice, claims and solicitation agent in
connection with the chapter 11 cases of Filene's Basement LLC,
Syms Corp., Syms Clothing Inc., and Syms Advertising Inc.

The fees to be charged by KCC are set forth in a Services
Agreement between the parties.  Prior to the Petition Date, the
Debtors paid KCC an initial retainer of $25,000.

KCC's consulting services and rates are:

     Position            Hourly Rate      25% Discounted Rate
     --------            -----------      -------------------
     Clerical              $40- $60             $30- $45
     Project Specialist    $80-$140             $60-$105
     Technology/
        Programming
        Consultant        $100-$200             $75-$150
     Consultant           $125-$200          $93.75-$150
     Senior Consultant    $225-$275         $168.75-$206.25
     Senior Managing
        Consultant           $295               $221.25

Albert Kass, vice president of corporate restructuring at KCC,
attests that KCC neither holds nor represents any interest
materially adverse to the Debtors' estates in connection with any
matter on which it would be employed and that it is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code, as referred to in section 327(a).

KCC may be reached at:

          Drake D. Foster
          KURTZMAN CARSON CONSULTANTS LLC
          2335 Alaska Ave.
          El Segundo, CA 90245
          Tel: 310-823-9000
          Fax: 310-823-9133
          E-mail: dfoster@kccllc.com

                      About 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, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  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 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  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%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FRONTLINE LTD: To Negotiate Restructuring With Creditors
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Frontline Ltd., an operator of very large crude
carriers, said Nov. 23 that it will need new funding in the first
half of 2012 to cover cash obligations.  There are also
"significant uncertainties" about compliance with loan covenants
in the last quarter of 2011, Frontline said in a statement.

According to the report, the Hamilton, Bermuda-based company said
it "will seek discussions" with creditors with the aim of reaching
agreement on a "restructuring solution" by the end of this year.
The company reported a $44.7 million net loss in the third
quarter, compared with a $35.2 million net loss in the prior
period.  During the first three quarters, the net loss is $64.5
million.


GATEWAY METRO: Court Sets Dec. 19 Plan Confirmation Status Hearing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the amended disclosure statement filed by Gateway
Metro Center, LLC, in support of its Chapter 11 Plan, filed on
Sept. 23, 2011.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/gatewaymetro.amendedDS.dkt67.pdf

Holders of Interests in Class 6 are unimpaired and, thus, are
conclusively presumed to accept the Plan.  Accordingly, holders of
interests in Class 6 will not be provided with a Solicitation
Package.

A Plan Confirmation Status Conference will take place before the
Bankruptcy Court at 2:00 p.m. on Dec. 19, 2011.

The Ballots must be delivered so as to be received by counsel for
the Debtor, Peitzman, Weg & Kempinsky, LLP, no later than Dec. 12,
2011, at 5:00 p.m., Pacific Time.

Dec. 5, 2011, at 5:00 p.m. Pacific Time is the last day and time
to file any objections to confirmation of the Plan.

The deadline to file any reply memorandum of points and
authorities or other papers in support of confirmation of the
Plan, including any reply to any timely filed and served objection
to confirmation of the Plan, is Dec. 12, 2011.

The Debtor will file with the Bankruptcy Court a Ballot summary on
or before Dec. 15, 2011.

As reported in the TCR on Oct. 18, 2011, Gateway Metro Center
LLC's Chapter 11 Plan, filed Sept. 23, 2011, provides for the
vesting of substantially all of the Debtor's assets in the
Reorganized Debtor, a restructuring of certain of the Debtor's
debts, and payment to creditors on account of their Claims.
The Effective Date of the proposed Plan is proposed to be
approximately Jan. 1, 2012.

All Cash necessary for the Reorganized Debtor to make payments
under the Plan will be obtained from (i) existing Cash balances on
the Effective Date including funds borrowed pursuant to
the DIP Agreement, (ii) the operations of the Debtor or
Reorganized Debtor after the Effective Date, and (iii) a capital
contribution in the amount of $1,000,000 from the Members of the
Debtor to be made on the Effective Date (to establish a reserve
fund to be used to pay tenant improvements, leasing costs, leasing
commissions, property taxes and any interest on the Modified
Allstate Loan that is not paid when due).

The Plan designates 6 Classes of Claims and Interests:

1. Allstate Secured Claim.          Impaired. Entitled to Vote.
2. Flying Tigers Secured Claim.     Impaired. Entitled to Vote.
3. Secured Equipment Claim.         Impaired. Entitled to Vote.
4. General Unsecured Claims.        Impaired. Entitled to Vote.
5. Managing Member Claims.          Impaired. Entitled to Vote.
6. Interest Holders.                Unimpaired. Deemed to Accept.

The Class 1 Allstate Secured Claim will be modified in the
principal amount of $20,500,000 plus (a) all interest at the
contract rate accrued and unpaid as of the Effective Date, and
(b) all reasonable fees and costs, including Allstate's reasonable
attorneys' fees, accrued and unpaid as of the Effective Date.

The term of the Modified Allstate Loan will be seven (7) years
from the Effective Date.  Monthly installments of interest only
(in the amount of $76,075), based upon 4.25% per annum of the
projected loan balance on the Effective Date, will be made over
the first two years after the Effective Date.  Thereafter, monthly
installments of principal and interest (currently estimated at
$105,669.00), based on a 4.25% interest rate and a 360 month
amortization schedule, will be made.

Holders of Class 4 Allowed General Unsecured Claims, estimated at
$72,000, will be paid in full in Cash.

Payment of the Class 5 Managing member Claims, estimated at
$1,414,000, will be deferred for up to 7 years, provided that, to
the extent that, in any month after the Effective Date, there is
Available Monthly Cash after payments to the DIP Lender and the
Flying Tigers Secured Claim, the Reorganized Debtor may pay Class
5 Claims, or any remaining balance of such Claims, in part or in
full from Net Cash without premium or penalty.

A copy of the Disclosure Statement dated as of Sept. 23, 2011, is
available for free at:

      http://bankrupt.com/misc/gatewaymetro.DS.docket40.pdf

                    About Gateway Metro Center

Gateway Metro Center LLC, is a California limited liability
company whose primary assets include (1) an approximately 121,462
square foot - 11 story office building and land located in the
City of Pasadena, California ("Gateway Metro Center" formerly
known as Gateway Tower) including rights to further develop the
land on which the Gateway Metro Center is located, and (2) an
approximately 8,000 square feet parcel of land immediately
abutting the office buildingO.

The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-47919) on Sept. 6, 2011.  Judge Barry Russell presides over
the case.  Howard J. Weg, Esq., and Lorie A. Ball, Esq. --
hweg@pwkllp.com and lball@pwkllp.com -- at Peitzman, Weg &
Kempinsky LLP, in Los Angeles, California, represent the Debtors.
Skeehan & Company serves as accountant to the Debtor.  FTI
Consulting, Inc., is the financial advisor to the Debtor.
Colliers International, Inc. acts as leasing broker.

In its schedules, the Debtor disclosed $32,570,485 in assets and
$22,338,135 in debts.  The petition was signed by John F. Pipia,
its president.


GENERAL MARITIME: Common Stock Delisted on New York Stock Exchange
------------------------------------------------------------------
As reported in the TCR on Nov. 18, 2011, General Maritime
Corporation and substantially all of its subsidiaries -- with the
exception of those in Portugal, Russia and Singapore, as well as
certain inactive subsidiaries -- filed, on Nov. 17, 2011,
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York.

On Nov. 17, 2011, the Company received notice from the New York
Stock Exchange, Inc. that the NYSE had determined that the
Company's common stock should be immediately suspended from
trading on the NYSE.  The NYSE indicated that this decision was
reached as a result of the bankruptcy filing by the Company and
the other Debtors.  The last day the Company's common stock traded
on the NYSE was Nov. 16, 2011.

On Aug. 22, 2011, the Company received notice from the NYSE that
the average per share price of the Company's common stock was
below the NYSE's continued listing standard relating to minimum
average share price.  Rule 802.01C of the NYSE's Listed Company
Manual requires a listed company's common stock to trade at a
minimum average closing price of $1.00 per share over a
consecutive 30 trading-day period.

The Company intends to inform the NYSE that it does not intend to
take any further action to appeal the NYSE's decision.  Therefore,
it is expected that the Company's common stock will be delisted
after the completion of the NYSE's application to the Securities
and Exchange Commission to delist the Company's common stock.

The Company's common stock commenced trading on the over-the-
counter market on Nov. 17, 2011.  The Company is currently seeking
to have its common stock qualified for trading on the OTC Bulletin
Board.

                      About General Maritime

Based in New York City, General Maritime Corporation is a crude
and products tanker company serving principally within the
Atlantic basin, which includes ports in the Caribbean, South and
Central America, the United States, West Africa, the
Mediterranean, Europe and the North Sea.  General Maritime also
currently operates tankers in other regions including the Black
Sea and Far East.  General Maritime owns a fully double-hull fleet
of 30 tankers -- seven VLCC, eight Aframax, twelve Suezmax
tankers, two Panamax and one product tanker -- with a total
carrying capacity of approximately 5.1 million dwt.  The Company
also has three product tankers that are chartered-in with options
to purchase the vessels.  The Company controls tonnage totaling
5.2 million dwt, including the owned fleet and the chartered-in
fleet.

General Maritime and substantially all of its subsidiaries -- with
the exception of those in Portugal, Russia and Singapore, as well
as certain inactive subsidiaries -- filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 11-15285 through 11-15333; Case No.
11-15335 through 11-15342) on Nov. 17, 2011.

Adam C. Rogoff, Esq., and Douglas Mannal, Esq.. at Kramer Levin
Naftalis & Frankel LLP, in New York, represent the Debtors as
counsel.  Moelis & Company is the Debtors' financial advisors.
The Debtors' Claims Agent is Garden City Group Inc.

Paul Leake, Esq., and Pedro A. Jimenez, Esq., Jones Day, in New
York serve as counsel to the Ad Hoc Committee of Prepetition
Senior Noteholders.

As of Sept. 30, 2011, General Maritime Corporation and
subsidiaries' consolidated balance sheets showed $1.72 billion in
total assets and $1.41 billion in total liabilities.


GENERAL MARITIME: Posts $37.2 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
General Maritime Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $37.2 million for the three months
ended Sept. 30, 2011, compared with a net loss of $26.0 million
for the prior year period.

Voyage revenues decreased by $23.4 million, or 23.8%, to
$74.9 million for the three months ended Sept. 30, 2011, compared
to $98.3 million for the prior year period.  The decrease in
voyage revenues is primarily attributable to a weak rate
environment for vessels both on time charters and on the spot
market.

Net voyage revenues, which are voyage revenues minus voyage
expenses, decreased by $19.7 million, or 34.1%, to $37.9 million
for the three months ended Sept. 30, 2011, compared to
$57.6 million for the prior year period.  This decrease is
primarily attributable to lower TCE rates earned during the three
months ended Sept. 30, 2011, compared to prior year.

Time charter equivalent, or TCE is a measure of the average daily
revenue performance of a vessel on a per voyage basis determined
by dividing net voyage revenue by voyage days for the applicable
time period.

Net loss was $92.7 million for the nine months ended Sept. 30,
2011, compared to a net loss of $49.4 million for the prior year
period.

Voyage revenues decreased by $4.3 million, or 1.5%, to
$283.0 million for the nine months ended Sept. 30, 2011, compared
to $287.3 million for the prior year period.  This decrease
occurred despite a 6.3% increase in vessel operating days to 8,949
days for the nine months ended Sept. 30, 2011. compared to 8,417
days for the prior year period.  The decrease in voyage revenues
is primarily attributable to a weak rate environment for vessels
both on time charters and on the spot market.

Net voyage revenues decreased by $34.0 million, or 18.4%, to
$150.5 million for the nine months ended Sept. 30, 2011, compared
to $184.5 million for the prior year period.  The decrease in TCE
reflects a decline in time charter rates during the nine months
ended Sept. 30, 2011, compared to the prior year period due to
vessels with time charters that expired during 2010 having rates
higher than prevailing market rates being redeployed at lower
rates in a softer market.  Accordingly, when these time charters
expired, the vessels were either put on time charters with lower
rates or placed in the spot voyage charter market.

As of Sept. 30, 2011, General Maritime Corporation and
subsidiaries' consolidated balance sheets showed $1.7 billion in
total assets and $1.4 billion in total liabilities.

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

                       http://is.gd/ktt4ut

                      About General Maritime

Based in New York City, General Maritime Corporation is a crude
and products tanker company serving principally within the
Atlantic basin, which includes ports in the Caribbean, South and
Central America, the United States, West Africa, the
Mediterranean, Europe and the North Sea.  General Maritime also
currently operates tankers in other regions including the Black
Sea and Far East.  General Maritime owns a fully double-hull fleet
of 30 tankers -- seven VLCC, eight Aframax, twelve Suezmax
tankers, two Panamax and one product tanker -- with a total
carrying capacity of approximately 5.1 million dwt.  The Company
also has three product tankers that are chartered-in with options
to purchase the vessels.  The Company controls tonnage totaling
5.2 million dwt, including the owned fleet and the chartered-in
fleet.

General Maritime and substantially all of its subsidiaries -- with
the exception of those in Portugal, Russia and Singapore, as well
as certain inactive subsidiaries -- filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 11-15285 through 11-15333; Case No.
11-15335 through 11-15342) on Nov. 17, 2011.

Adam C. Rogoff, Esq., and Douglas Mannal, Esq.. at Kramer Levin
Naftalis & Frankel LLP, in New York, represent the Debtors as
counsel.  Moelis & Company is the Debtors' financial advisors.
The Debtors' Claims Agent is Garden City Group Inc.

Paul Leake, Esq., and Pedro A. Jimenez, Esq., Jones Day, in New
York serve as counsel to the Ad Hoc Committee of Prepetition
Senior Noteholders.


GENERAL MARITIME: Moody's Lowers Default Rating to 'D'
------------------------------------------------------
Moody's Investors Service has lowered the probability of default
rating of General Maritime Corporation to D from Caa3 and the
corporate family rating (CFR) to Ca from Caa3 following its filing
of a voluntary petition for reorganization under Chapter 11 of the
US Bankruptcy Code on November 17, 2011. Moody's also downgraded
its rating on the company's $300 million of 12% senior unsecured
notes due 2017 to C from Ca. Moody's will withdraw all of its
ratings on GenMar because of its filing for bankruptcy. Please
refer to Moody's withdrawal policy on Moodys.com.

These ratings were downgraded and will be withdrawn:

Downgrades:

   Issuer: General Maritime Corporation

   -- Probability of Default Rating, Downgraded to D from Caa3

   -- Corporate Family Rating, Downgraded to Ca from Caa3

   -- Senior Unsecured Regular Bond/Debenture Nov 15, 2017,
      Downgraded to C from Ca

RATINGS RATIONALE

GenMar disclosed on Nov. 17 that it has reached agreement with a
steering committee of its senior lenders and OakTree Capital
Management L.P. to restructure its debt capital. As currently
configured, the restructuring plan contemplates a $75 million
reduction in the balance of its first lien senior secured credit
facilities, a two and a half year holiday on principal
amortization of these facilities, an initial $75 million debtor-
in-possession credit facility provided by a group of lenders led
by Nordea Bank Finland plc, New York Branch, a $175 million equity
commitment from OakTree and conversion of that investor's $200
million third lien secured credit facility to equity in the
reorganized company. A portion of the new $175 million equity
investment would fund the reduction in the first lien credit
facilities.

GenMar did not disclose how the unsecured notes would be treated
under the proposed reorganization. The $18 million semi-annual
interest payment on these notes was due on November 15, 2011. The
indenture provides for a 30-day grace period. The note rating of C
reflects the expectation that the holders of these notes will
experience a significant loss.

General Maritime Corporation, a Marshall Islands Corporation
headquartered in New York, N.Y., is the holding company parent of
three intermediate holding companies of GenMar's vessel-owning
subsidiaries.

The principal methodology used in rating General Maritime was the
Global Shipping Industry Industry Methodology published in
December 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


GLC LIMITED: Court Approves Scroggins as Georgia Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
authorized GLC Limited to employ Scroggins & Williamson as its
special Georgia counsel, effective as of July 15, 2011.

In the books and records of the Debtor, certain of its investors -
- referred to as Net Winners -- received payments in excess of the
amounts they invested in GLC.  The Debtor intends to recover those
excess amounts from the Net Winners to ensure that there is an
equality of distribution for similarly situated parties.

James and Mary Donnan were among the first investors in the
Debtor.  The Donnans invested in excess of $5,400,000 in the
Debtor.

On June 14, 2010, after conducting a thorough review of the
documents produced by the Donnans pursuant to a court order, as
well as documents and information produced by Gregory Crabtree,
Linda Crabtree, and other relevant third parties, the Debtor
mailed a demand letter to counsel for the Donnans, which set forth
the Debtor's claims against the Donnans and demanded that the
Donnans return to the Debtor certain amounts in excess of
$8,000,000.  The Debtor further indicated in its demand letter
that if the Donnans refused to return the funds to the Debtor by
July 1, 2011, the Debtor would file an adversary complaint and
motion for injunctive relief against the Donnans on that date.

The Donnans did not substantively respond to the Demand Letter.
Instead, on July 1, 2011, the Donnans filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Middle District of Georgia, Case
No. 11-31083.

Against this backdrop, GLC seeks to the employ Scroggins &
Williamson as its special Georgia counsel in the Donnan Chapter 11
case to perform these services:

   (a) Advise and assist the Debtor with issues related to local
       law and practices;

   (b) Represent the Debtor at hearings and other proceedings in
       the Donnan Chapter 11 Case;

   (c) Perform other legal services in connection with the Donnan
       Chapter 11 Case as may be necessary and appropriate for
       the efficient and economical administration of this
       Chapter 11 case.

The firm will be paid based on its normal hourly billing rates in
effect for the period in which services are performed, and will be
reimbursed for necessary and reasonable out-of-pocket expenses.

J. Hayden Kepner, Jr., Esq., will be the attorney primarily
handling this representation for Scroggins & Williamson.
Mr. Kepner's hourly rate is $395 per hour.  Rates for attorneys at
Scroggins & Williamson range from $270 to $395 per hour.

Mr. Kepner assured the Court that Scroggins & Williamson's
members, counsel and associates do not hold or represent any
interest adverse to the Debtor, and that Scroggins & Williamson
and each of its members, counsel and associates is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code as modified by Section 1107(b).

                         About GLC Limited

Proctorville, Ohio-based GLC Limited is a retail liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition.  The Debtor
disclosed $18,231,434 in assets and $28,095,356 in liabilities as
of the Chapter 11 filing.

Ronald E. Gold, Esq., and Joseph B. Wells, Esq., at Frost Brown
Todd LLC, serve as the Debtor's bankruptcy counsel.  James R.
Burritt is the Chief Restructuring Officer and Leon C. Ebbert, PC,
CPA, has been tapped as accountants.  The Official Committee of
Unsecured Creditors in GLC Limited's Chapter 11 bankruptcy case
has tapped Morris, Manning & Martin, LLP, as counsel.


GOOD SAMARITAN: Moody's Affirms 'Ba1' Long-Term Bond Rating
-----------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term bond
rating assigned to Good Samaritan Hospital's (PA) $65.8 million of
outstanding bonds issued by the Lebanon Co. Health Fac Auth., PA.
The outlook is stable.

RATING RATIONALE

The Ba1 rating and revision of outlook to stable from negative
reflects stabilizing financial performance due to strategic
initiatives from management and payments from state provider tax
during FYs 2011 through 2013. However, the rating remains below-
investment grade reflecting weak operations in FY 2011 that
continued through the first quarter of 2012 as admissions
continued to decline in a demographically challenged area.

STRENGTHS

GSH is the sole inpatient provider in its primary service area
with 61% market share maintained from FY10 to FY11

Improved financial performance in fiscal years (FY) 2010 and 2011

Moderate debt burden with no debt plans in the near future

GSH has a conservative debt structure with all fixed rate debt and
no derivative exposure

Net recipient of state payments through Medicaid provider tax
program

CHALLENGES

Liquidity remains weak at 77 days cash and 53% cash to debt at
FY11; with weak cashflow and large pension funding these measures
could deteriorate rapidly

GSH faces heavy competition in its secondary service area, which
has resulted in modest declines in market share in recent years

Strategy to increase physician employment and competing physician
owned surgery center are indicative of intense entrepreneurial
activity and physician alignment challenges

Pension contributions ($4.0 million in FY 2010 and $5.5 million in
FY 2011) stressed already weak cashflow and strain already weak
liquidity

Outlook

The revision in the rating outlook to stable from negative is
attributable to stabilized margins in recent months due to
strategic initiatives and payments under the state Medicaid
provider tax, which is scheduled to run at least through FY 2013.

WHAT COULD MAKE THE RATING GO UP

Sustained growth in all operating measures and cash flow
generation, allowing for continued de-leveraging and strengthening
of balance sheet and leverage indicators; reversal of current
inpatient demand trajectory

WHAT COULD MAKE THE RATING GO DOWN

Increase in operating losses or decline in cashflow; decline in
cash, increase in debt (or debt equivalents in the form of capital
leases) without commensurate increases in cash flow, or continued
declines in volumes

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


GRACEWAY PHARMACEUTICALS: Faces Copyright Suit Over Drug Promos
---------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Metaphor Inc. on
Thursday launched a copyright suit against Graceway
Pharmaceuticals LLC, arguing that the pharmaceutical company
cannot include the New Jersey-based outfit's promotional materials
for Graceway products in its sale of assets.

According to Law360, Metaphor in its adversary proceeding argues
that Graceway is claiming as its own the materials created by
Metaphor for the drugmaker's products, despite no written transfer
of ownership agreement.

Medicis Pharmaceutical Corp., based in Scottsdale, Arizona, won
the auction for Graceway's assets with a $455 million bid.
Switzerland's Galderma SA was the stalking horse bidder with a
$275 million offer.

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offers
dermatology, respiratory, and women's health products. Its Zyclara
Cream is used for the treatment of external genital and perianal
warts (EGW) in patients 12 years of age and older. The company
offers products for the treatment of dermatology conditions, such
as actinic keratosis, superficial basal cell carcinoma, external
genital warts, atopic dermatitis, and acne; and respiratory
conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
and Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group serves as claims and notice
agent.

Lowenstein Sandler PC serves as the committee counsel.


GRAND RIVER: Sec. 341 Creditors' Meeting Set for Dec. 14
--------------------------------------------------------
The United States Trustee will hold a meeting of creditors in the
Chapter 11 case of Grand River Infrastructure, Inc., on Dec. 14,
2011, at 11:00 a.m. at Room G-19, 600 Church St., in Flint,
Michigan.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Proofs of claim are due in the case by March 13, 2012.

Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products.  Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011.  Judge Daniel S. Opperman presides
over the case.  Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in debts.  The petition was signed by David
C. Marsh, vice president.


GRAND RIVER: Initial Case Conference Set for Dec. 14
----------------------------------------------------
The Bankruptcy Court will hold an Initial Chapter 11 Status
Conference in the Chapter 11 case of Grand River Infrastructure,
Inc., on Dec. 14, 12:00 p.m. at Courtroom, Flint, 226 West Second
St.

Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products.  Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011.  Judge Daniel S. Opperman presides
over the case.  Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in debts.  The petition was signed by David
C. Marsh, vice president.


GRAND RIVER: Hiring Lambert Leser as Bankruptcy Counsel
-------------------------------------------------------
Grand River Infrastructure, Inc., said it requires the assistance
of counsel to prosecute its Chapter 11 reorganization.  In this
regard, the Debtor seeks Bankruptcy Court authority to employ
Lambert, Leser, Isackson, Cook & Giunta, P.C., serve as its
counsel under a general retainer.

The firm received $40,000 from the Debtor on Nov. 14.

David C. Marsh, the Debtor's vice president, said that, to the
best of the Debtor's knowledge, the members and associates of the
firm do not have any connection with the estate, its creditors or
any other party-in-interest, and represents no interest adverse to
the estate or the Debtor.

Keith A. Schofner, Esq., a member of the firm, attests that
Lambert Leser is a "disinterested person" within the meaning of
Sec. 101(14) of the Bankruptcy Code.

                 About Grand River Infrastructure

Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products.  Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011.  Judge Daniel S. Opperman presides
over the case.  In its petition, the Debtor estimated $10 million
to $50 million in assets and $1 million to $10 million in debts.
The petition was signed by David C. Marsh, vice president.


GRAND RIVER: Squares Off With Fifth Third Bank Over Cash Use
------------------------------------------------------------
Grand River Infrastructure Inc.'s request to use cash collateral
is being challenged by Fifth Third Bank.

Grand River said in court papers it requires use of cash
collateral to pay operating expenses while in Chapter 11.  Grand
River has prepared a weekly income statement forecast and cash
requirements through Feb. 6.  Absent authority to use cash
collateral, the Debtor said it could be forced to immediately and
abruptly liquidate.

The Debtor acknowledged that Fifth Third Bank in Cincinnati, Ohio,
expresses an interest in the cash collateral.  The Debtor proposed
that, as adequate protection for the use of cash collateral, the
bank will retain its liens in all postpetition cash collateral to
the extent of any diminution in value of the collateral, the
Debtor will keep all collateral fully secured and will deposit all
cash acquired postpetition into a separate account.

The Debtor said the bank is "clearly oversecured by as much as 2
to 1 ratio and thus is provided adequate protection by the virtue
of their substantial equity cushion."

Fifth Third Bank said it is a first priority secured lender to:

     -- the Debtor's guaranty of obligations to Premarc
        Corporation under a $7.5 million promissory note with
        the original date of April 25, 2006;

     -- a Reimbursement Agreement relating to a $6.135 million
        Michigan Strategic Fund Variable Rate Demand Limited
        Obligation Revenue Refunding Bonds, Series 2006;

     -- an Interest Rate Swap Agreement; and

     -- an overdraft on the Debtor or its affiliates' deposit
        account.

As of Nov. 1, the amount owed to the bank totals $7.29 million.

The bank said the Debtor has offered no meaningful adequate
protection -- not even a replacement lien.  In order for the Court
to allow the use of cash collateral, Fifth Third contended it must
be provided the "indubitable equivalent" of its interest in the
estate's property.  Fifth Third said if the Court is inclined to
grant the Debtor's request absent the bank's consent, it should
require the Debtor to provide a replacement lien, impose a
deadline for open-ended sale process in the Premarc case, a
deadline for a plan of reorganization or an early expiration date
on the use of cash collateral, and monthly payment to the bank.

                 About Grand River Infrastructure

Grand River Infrastructure, Inc., based in Durand, Michigan,
manufactures and sells concrete bridges and sewer products.  Grand
River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
11-35206) on Nov. 14, 2011.  Judge Daniel S. Opperman presides
over the case.  Lawyers at Lambert, Leser, Isackson, Cook &
Giunta, P.C., serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in debts.  The petition was signed by David
C. Marsh, vice president.

Lender Fifth Third Bank is represented by:

          Max J. Newman, Esq.
          BUTZEL LONG
          Stoneridge West
          41000 Woodward Ave.
          Bloomfield Hills, MI 48304
          Tel: 248-258-2907
          E-mail: newman@butzel.com


HAMPTON ROADS: The Bank Names Denny Cobb Chief Credit Officer
-------------------------------------------------------------
Hampton Roads Bankshares, Inc., announced that Denny P. Cobb has
been appointed Chief Credit Officer for The Bank of Hampton Roads,
reporting to Robert J. Bloxom, the Company's Chief Risk Officer.
Cobb has served as Senior Vice President ? Special Assets Officer
for The Bank of Hampton Roads since October 2010.

Douglas J. Glenn, the Company's Interim President and Chief
Executive Officer, said, "Denny has been instrumental in our
efforts to reduce our portfolio of problem assets through his
leadership in our special assets department.  With over thirty
years of banking experience in our markets, Denny has a strong,
proven track record in loan origination, underwriting and
resolving special assets.  He is well known and highly respected
by our customers and we are confident that he will help us better
serve their borrowing needs, drive prudent loan portfolio growth
and continue to improve credit performance going forward."

Prior to joining The Bank of Hampton Roads in October 2010, Cobb
provided special assets consulting services to the Company through
Midway Ventures, LLC.  Prior to forming Midway Ventures, LLC, Cobb
was Senior Vice President, Real Estate Finance Group at SunTrust
Bank.  Previously, he served for twenty-five years in real estate
and commercial real estate finance positions at banks in the
eastern Virginia region.  In these positions he gained deep
experience across the entire range of lending functions, including
origination, underwriting and management of loan portfolios.

                    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.

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.


HARRISBURG, PA: Governor Taps Ex-Cozen Attorney as Receiver
-----------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that Pennsylvania
Gov. Tom Corbett said Friday that he had tapped a former Cozen
O'Connor attorney who specializes in public finance to head a
state takeover of Harrisburg, Pa., which filed for Chapter 9
bankruptcy protection in October.

Under Mr. Corbett's direction, the secretary of the Department of
Community and Economic Development filed a petition in
Pennsylvania Commonwealth Court on Friday to appoint David Unkovic
as receiver for the distressed capital city, according to Law360.

                    About Harrisburg, Pennsylvania

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.


HARRISBURG, PA: State, Mayor Again Argue for Dismissal
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the state of Pennsylvania and the mayor of Harrisburg
filed their last papers in advance of the hearing today, Nov. 23,
where the U.S. Bankruptcy Court will decide if the city's Chapter
9 municipal petition should be dismissed.

According to the report, the state and the mayor were responding
to papers filed last week by a majority of the city council who
contend that bankruptcy was authorized even though a state law
prohibits cities of Harrisburg's size from filing bankruptcy.

The report discloses that the state debunked the city council
majority's contention that Act 26, which prohibited bankruptcy,
was void on several grounds. Together, the state and the mayor
argued that Act 26 wasn't voided by either the state or federal
constitutions.  The state gave reasons why Act 26 wasn't invalid
"special legislation" purporting to govern the internal affairs of
only one city.  The mayor characterized the council majority's
papers as "nothing short of a Byzantine maze of contradictions,
anomalies, obfuscations and omissions."

                 About Harrisburg, Pennsylvania

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.

The governor of Pennsylvania has selected an individual to serve
as receiver and presumably take over the city following a hearing
in state court on Nov. 28.


HEALTHCARE PARTNERS: Moody's Upgrades Corp. Family Rating to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Healthcare Partners, LLC ("HCP")
to Ba2. Concurrently, Moody's assigned Ba1 ratings to the
company's $585 million senior secured term loan and $15 million
revolving credit facility. The proceeds from the senior secured
term loan along with balance sheet cash were used to finance the
buyout of HCP form Summit Partners and to refinance the existing
term loan in January 2011. The rating outlook is positive.

These ratings were assigned:

$585 million senior secured term loan A, due 2015, assigned Ba1
(LGD2, 22%); and

$15 million senior secured revolving credit facility, due 2015,
assigned Ba1 (LGD2, 22%).

These ratings were upgraded:

Corporate family rating, upgraded to Ba2 from Ba3; and

Probability of default rating, upgraded to Ba2 from Ba3.

These ratings were withdrawn:

Ba2 (LGD3, 32%) $280 million senior secured term loan B, due 2013.

RATINGS RATIONALE

The upgrade of the corporate family rating to Ba2 reflects the
company's consistent operating performance, disciplined balance
sheet management, as well as accretive acquisition strategy.

The Ba2 corporate family rating reflects HCP's good liquidity
profile, modest debt leverage, and solid interest coverage. In
addition, the Ba2 rating reflects the company's good market
position and improved payor diversification as well as the
stability of HCP's senior management team and the company's
conservative financial policies.

However, the ratings are constrained by the company's geographic
concentration and continued weakness in the labor market that
pressure trends in commercial membership. Nevertheless, in recent
quarters, the company has been able to grow its commercial
membership figures due to acquisitions. HCP's ratings are also
limited by the uncertain regulatory environment.

The positive outlook considers the company's continued over-
performance versus Moody's expectations. In addition, the outlook
assumes that HCP will continue to maintain a disciplined approach
toward acquisitions and manage its balance sheet conservatively.
Furthermore, the positive outlook anticipates the company to
maintain a good liquidity profile.

The ratings could be upgraded if the company continues to improve
its credit metrics through membership increases, cost management
efforts, and accretive acquisition strategy. Also, more clarity
with regards to potential cuts to Medicare programs could
positively impact the rating.

The ratings could be downgraded if the company pursues a large
debt financed acquisition and/or engages in shareholder friendly
initiatives that substantially alter its capital structure. In
addition, if HCP's memberships were to decline materially, the
ratings could be downgraded.

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

HCP, headquartered in Torrance, California, is a multi-specialty
staff model physician group employing over 500 physicians in
California, Florida and Nevada. The company's revenues are derived
primarily by contracting with HMO's under a capitated (prepaid),
delegate model.


HERCULES OFFSHORE: Files Fleet Status Report as of Nov. 17
----------------------------------------------------------
Hercules Offshore, Inc., on Nov. 17, 2011, posted on its Web site
at www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of Nov. 17, 2011), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for October 2011,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/Uzy5wG

                      About Hercules Offshore

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

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

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

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

                          *     *      *

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

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


HIGHLANDS BANKSHARES: Reports $75,000 Net Income in 3rd Qtr.
------------------------------------------------------------
Highlands Bankshares, Inc., reported net income of $75,000 on
$4.3 million of net interest income for the three months ended
Sept. 30, 2011, compared with a net loss of $397,000 on
$4.4 million of net interest income for the same period of 2010.

The Company reported a net loss of $2.0 million on $13.0 million
of net interest income for the nine months ended Sept. 30, 2011,
compared with a net loss of $391,000 on $14.0 million of net
interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$634.1 million in total assets, $601.5 million in total
liabilities, and stockholders' equity of $32.6 million.

As of Dec. 31, 2010, both the Company and Bank were considered
"well-capitalized."  However, during the first quarter of 2011, as
a result of additional loan loss provisions and approximately
$5.4 million in additional deferred taxes being disallowed for
regulatory capital purposes, the Bank's total risk based capital
ratio fell below the required minimum to be "well-capitalized."
The Bank's Tier 1 Capital to Risk Weighted assets ratio and Tier 1
capital to Adjusted Total Assets (Leverage) remain above the
"well-capitalized" thresholds.

Because the Bank's total risk-based capital ratio was below 10% as
of Sept. 30, 2011, the Bank is considered to be "adequately-
capitalized" under the regulatory framework for prompt corrective
action.  As a result of the Company's status as "adequately-
capitalized" for regulatory capital purposes, the Bank cannot
renew or accept brokered deposits without prior regulatory
approval and cannot offer interest rates on its deposit accounts
that are significantly higher than the average rates in the
Company's market area.

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

                       http://is.gd/vjjtue

Abingdon, Va.-based Highlands Bankshares, Inc., is a one-bank
holding company organized under the laws of Virginia in 1995 and
registered under the Federal Bank Holding Company Act of 1956.
The Company conducts the majority of its business operations
through its wholly-owned bank subsidiary, Highlands Union Bank.
The Company has two direct subsidiaries as of Dec. 31, 2010: the
Bank, which was formed in 1985, and Highlands Capital Trust I, a
statutory business trust (the "Trust") which was formed in 1998.

The Bank is a Virginia state chartered bank that was incorporated
in 1985.  The Bank operates a commercial banking business from its
headquarters in Abingdon, Virginia, and its thirteen area full
service branch offices.


HOUGHTON MIFFLIN: Downgraded by Fitch to 'CCC' on Weak Metrics
--------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
Houghton Mifflin Harcourt Publishers Inc. (HMH Publishers) and its
subsidiaries to 'CCC' from 'B-'.  The Rating Outlook is Stable.

The downgrade reflects the underperformance relative to Fitch's
expectations, resulting in weaker credit metrics.  In addition,
Fitch believes that there is limited headroom to endure a 'double-
dip' recession, which may trigger additional delays in the
purchase of educational materials and services, including the
adoption of Common Core Standards, which are expected to be
implemented by the 2014-2015 school year.

Fitch recognizes that the weaker credit metrics has heightened the
risk of breaching the credit agreement's financial covenants.  The
top seven equity holders own approximately 75% of the company and
Fitch believes these equity holders hold more than 51% of the
credit agreements outstanding balance (the required level to
obtain an amendment to the financial covenants).  Fitch believes
this meaningful common ownership will assist the company in
securing an amendment to the financial covenants, mitigating some
of this risk.

Fitch believes that the company has sufficient liquidity to fund
operations, interest payments and amortization of the term loan
into 2014. However, the company will need to address its termed
revolver ($236 million due 2013) and term loan maturities ($2.6
billion due in 2014) either by extending the maturities with the
current lenders, a capital infusion, and/or access the credit
markets.  Fitch believes the equity and bank debt common ownership
may help facilitate a capital infusion and/or an extension of the
bank maturities.

Fitch notes that much of the pressure endured by the company is
out of the control of management. The company continues to be a
leader in the K-12 educational material and services sector,
delivering 40% market share capture in the company's addressable
market (90% of the adoption market).  Fitch believes that the
investments made into digital products and services will position
the company to take a meaningful share of any rebound in the K-12
educational market.

HMH Publishers' recovery ratings reflect Fitch's expectation that
the enterprise value of the company, and hence recovery rates for
its creditors, will be maximized in a restructuring scenario
(going-concern) rather than liquidation.  Fitch estimates an
adjusted, distressed enterprise valuation of $1.5 billion using a
6x multiple.  The 'RR4' recovery ratings for the secured debt
issues represent an expected recovery in the range of Fitch's 31%
to 50% range.

As of the end of September 2011, liquidity included $383 million
in cash and full availability under the company's $250 million A/R
Facility, maturing in 2013-2014.

As of September 2011, Fitch calculates gross leverage and cash
interest coverage at approximately 12.5x and 1.2x, respectively
(adjusting for deferred revenue, other one time items and
deducting for plate expenditures).

Fitch has downgraded the following ratings:

HMH Publishers

  -- IDR to 'CCC' from 'B-';
  -- Secured first lien credit facility to 'CCC/RR4' from 'B/RR3';
  -- Senior secured first lien notes to 'CCC/RR4' from 'B/RR3'.

Houghton Mifflin Harcourt Publishing Company

  -- IDR to 'CCC' from 'B-'.

HMH Publishers LLC

  -- IDR to 'CCC' from 'B-'.

The Rating Outlook is Stable.


HUSSEY COPPER: Price Rises to $108 Million at Auction
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hussey Copper Corp. was authorized last week by the
bankruptcy court in Delaware to sell the business for $107.8
million in cash to Libertas Copper, an affiliate of Patriarch
Partners LLC.

Mr. Rochelle recounts that before the Chapter 11 filing, Hussey
had signed up Kataman Metals LLC to buy the business for
$88.7 million.  The higher price was a result of a court-
authorized auction.

                        About Hussey Copper

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

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

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

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.


JEFFERSON COUNTY, AL: Judge Holds Hearing on Sewer Receiver
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge in Birmingham, Alabama, on Nov. 21
began holding a two-day hearing to determine if a receiver can
remain in control of the sewer system at the heart of Jefferson
County's financial problems.  U.S. Bankruptcy Judge Thomas B.
Bennett said the question isn't whether he will remove the
receiver.  Rather, he will decide the extent to which he can or
should limit the receiver's powers to run the system and raise
rates.

According to the report, receiver John S. Young testified that
sewer debt needs to be reduced by $1 billion while the state must
take on a moral obligation to support the bonds if rate increases
are to be kept in the single digits.

Martin Bricketto at Bankruptcy Law360 reports that Societe
Generale and other banks on Friday urged an Alabama bankruptcy
court to keep Jefferson County's sewer system under a receiver's
control to protect revenues pledged to more than $390 million in
financing that they're still owed over the system.

                      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.

There will be a hearing in December for approval of the petition
and a determination that the county is eligible for Chapter 9.


JOEL TANIS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Joel Tanis & Sons, Inc.
        17-68 River Road
        Fair Lawn, NJ 07410

Bankruptcy Case No.: 11-43353

Chapter 11 Petition Date: November 18, 2011

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

Judge: Donald H. Steckroth

Debtor's Counsel: Richard D. Trenk, Esq.
                  TRENK, DIPASQUALE, WEBSTER, ET AL
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  E-mail: rtrenk@trenklawfirm.com

Scheduled Assets: $3,808,186

Scheduled Debts: $10,987,845

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-43353.pdf

The petition was signed by Anthony Dellechiaie, president.


KAR AUCTION: Moody's Affirms 'B1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service lowered KAR Auction Services, Inc.'s
Speculative Grade Liquidity Rating to SGL-2 from SGL-1 to reflect
a material reduction in cash and revolver availability following a
$210 million acquisition. All other ratings, including the B1
Corporate Family Rating ("CFR"), were affirmed. The ratings
outlook remains stable.

Moody's lowered the below rating:

Speculative Grade Liquidity rating, to SGL-2 from SGL-1

Ratings affirmed:

Corporate Family Rating, B1

Probability of Default Rating, B1

$250 million senior secured revolver due May 2016, Ba3 (LGD3, 37%)

$1.7 billion senior secured term loan due May 2017, Ba3 (LGD3,
37%)

$150 million senior unsecured floating rate notes due May 2014, B3
(LGD5, 89%)

RATINGS RATIONALE

The change in the liquidity rating to SGL-2 from SGL-1 reflects a
material reduction in liquidity following KAR's acquisition on
October 4, 2011 of OPENLANE, Inc., a virtual car auction company.
Cash consideration of $210 million was funded with approximately
$100 million of cash on hand and borrowings of about $110 million,
net, on the $250 million senior secured revolving credit facility.
Nonetheless, Moody's expects KAR to maintain a good liquidity
profile over the next four quarters, using its strong cash flow
generation to fully repay the revolver by mid-2012.

The B1 CFR reflects KAR's steady cash generation, solid interest
coverage, relatively high margins, and the counterbalancing
economics of segment revenues. Although whole car auction volumes
are currently weak due to an industry-wide shortage of used cars,
high used car prices have partly offset volume weakness and driven
higher margins. Additionally, KAR's salvage and floorplan
financing segments are experiencing double-digit growth due to
strong demand and pricing strength. The ratings are constrained by
still high financial leverage of 5.4 times (including the
receivables securitization) at the end of the third quarter and
the company's dependence on cyclical used car volumes. Moody's
expects that the supply of used cars will remain weak and
potentially worsen in 2012 because of a lingering shortage of off-
lease vehicles coming to auction, but revenue and earnings should
grow modestly. Moody's estimates that OPENLANE will generate an
incremental $100 million of revenue and $20 million of EBITDA in
2012, after synergies.

The stable outlook reflects Moody's expectation that KAR will
continue to reduce financial leverage through modest revenue and
earnings growth, and interest coverage (adjusted EBITDA -- capex /
interest expense) will improve to over 3 times in 2012 as a result
of the expiration of an unfavorable swap and overall lower average
interest rates subsequent to the May 2011 refinancing. The ratings
could be raised over time if additional debt is retired and
financial leverage (adjusted total debt/EBITDA) is sustained under
4.5 times. The ratings or outlook could be lowered if KAR loses
market share, margins erode materially, or the company makes
sizable debt-funded acquisitions such that financial leverage and
interest coverage are expected to be sustained above 5.5 times and
below 2 times, respectively.

The principal methodology used in rating KAR Auction Services, Inc
was the Global Business & Consumer Service Industry Rating
Methodology published in October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Carmel, IN, KAR is a leading provider of vehicle
auction services in North America. The company provides whole car
auction services (dba ADESA), salvage auction services (dba
Insurance Auto Auctions, or IAAI), and floorplan financing (dba
Automotive Finance Corporation, or AFC). In the twelve months
ended September 30, 2011, KAR (ticker: KAR) reported revenues of
about $1.8 billion.


LAS VEGAS MONORAIL: Judge Won't Confirm Plan Despite Votes
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Las Vegas Monorail Co. persuaded holders of
92% of the $650 million in bonds to vote in favor of the
reorganization plan, U.S. Bankruptcy Judge Bruce A. Markell wrote
a 12-page opinion concluding that the plan wasn't "feasible" and
can't be confirmed.

According to the report, even though all objections to plan
approval were resolved and no creditor contended the plan lacked
requisite feasibility, Judge Markell on Nov. 18 cited case law
saying that the court must make an independent determination of
feasibility.

The Bloomberg report relates that the plan for Monorail called for
the existing bonds to be replaced by a total of $40.4 million in
three different bond issues.  Judge Markell found fault with the
plan because he concluded Monorail would be unable to refinance
$29.5 million of the bonds when they mature in seven years.  Judge
Markell said in a footnote at the end of the opinion that
testimony from two witnesses wasn't credible when it came to
explaining how the maturing bonds could be paid off.  He also
cited the experts' testimony that the project will be worth
between $16 million and $20 million.  The judge said the value "is
simply too small a base to sustain over $40 million of
reorganization debt."

Judge Markell characterized the plan's supporters as asking "the
court to allow it to float along until it sinks, suggesting that
when it ultimately sinks, the court need not concern itself with
how creditors will make it onto the life raft - or even whether
there will be a life raft."

To confirm a plan, the Bankruptcy Code requires the judge to
determine that the plan is feasible. "Regardless of creditor
preferences," Judge Markell said the feasibility standard requires
plan proponents to show it's "more likely than not" that
confirmation "is not likely to be followed by the need for further
financial reorganization."

                      About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M. Gordon, Esq.,
at Gordon Silver, assists the Company in its restructuring effort.
Alvarez & Marsal North America, LLC, is the Debtor's financial
advisor.  Stradling Yocca Carlson & Rauth is the Debtor's special
bond counsel.  Jones Vargas is the Debtor's special corporate
counsel.  The Company disclosed $395,959,764 in assets and
$769,515,450 in liabilities as of the Petition Date.

In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11.  U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.


LEHMAN BROTHERS: LBI Trustee Files April-October Report
-------------------------------------------------------
The court-appointed trustee of Lehman Brothers Holdings Inc.'s
brokerage has filed an interim report in connection with the
liquidation of the brokerage under the Securities Investor
Protection Act.

The 49-page report, which covers the period April 23 to Oct. 21,
2011, noted these accomplishments in the past six months:

  * Reduced pending customer claims against the estate by $5.9
    billion;

  * Increased allowed customer claims by $2.2 billion;

  * Recovered over $1.45 billion, including the conclusion of a
    lengthy investigation of JPMorgan Chase Bank, N.A. that
    secured the return of approximately $860 million of customer
    property;

  * Entered into litigation schedules for most remaining
    categories of disputed claims;

  * Moved forward with appeals and appropriate security
    arrangements in the Trustee?s $6.2 billion dispute with
    Barclays Capital Inc.;

  * Progressed negotiations with LBHI in matters affecting both
    the SIPA proceeding and LBHI's proposed Chapter 11 plan;

  * Presented comprehensive State of the Estate overview to the
    Court;

  * Analyzed potential allocation of estate property and general
    estate claims in preparation for a motion to allocate
    property which the trustee intends to file before the end of
    the year; and

  * Unified information systems to increase efficiency and
    reduce reliance on third parties, thereby significantly
    reducing expenses.

Attached to the report is a table, which shows a summary of the
customer claims process:

                                                 Total Amount
                                 No. of Claims  (in millions)
                                 -------------  -------------
Total customer claims                   124,989       $188,599
Claims resolved by transfers
to Barclays                             72,527        $43,249
Claims resolved by transfers
to Neuberger Berman                     38,106        $45,566
Claims resolved through trustee's
prime brokerage protocol                   287         $3,485
Claims determined through the
claims process                          14,069        $96,297

Total customer claims closed
through the claims process              10,974        $54,161
Claims allowed                              897        $11,658
Claims reclassified as general
creditor claims                          3,041        $11,427
Claims denied                             7,036        $31,074

Total unresolved customer claims          3,095        $42,136

Total unresolved non-affiliate
customer claims                          1,726        $14,581
Claims allowed                                1             $2
Claims reclassified as general
creditor claims                              0             $0
Claims denied                                10           $433
Objections to claims determinations       1,715        $14,146

Total unresolved affiliate
customer claims                          1,369        $27,555
LBIE claims                               1,114        $16,932
LBHI claims                                 244         $7,998
Other affiliates                             11         $2,624

The trustee disclosed that as of September 30, 2011, the
brokerage's assets under his control are worth $23.686 billion,
composed of $276 million of total cash and cash equivalents, and
$23.41 billion worth of securities.

A full-text copy of the report is available without charge at
http://bankrupt.com/misc/LBHI_LBI6thReport.pdf

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHMAN BROTHERS: BNY Mellon, Topaz Facing Suit Over Derivatives
---------------------------------------------------------------
BNY Mellon Corporate Trustee Services Limited and Topaz Finance
Limited are facing lawsuit over assets backing a derivative deal
with Lehman Brothers Special Financing Inc.

The suit stemmed from a provision in derivatives contracts that
allowed investors, who hold the notes issued by Topaz Finance, to
get paid first for its claims against the issuer under the
derivative deal.

LBSF was supposed to be paid first for its claims under the deal
but the payment priority was altered after the provision in the
derivatives contracts was triggered by the company's bankruptcy
filing.

BNY Mellon, a unit of Bank of New York Mellon Corp., holds the
assets, which Topaz Finance posted as collateral to secure its
payment obligations to LBSF and the investors.

In an 11-page complaint, LBSF asked Judge James Peck for a
judgment declaring that the provision constitutes "unenforceable
ipso facto clauses" in violation of U.S. bankruptcy law, and that
any action enforcing the alteration of payment priorities
violates the automatic stay.


                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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

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


LEHR CONSTRUCTION: Trustee to Pursue Payment from Bloomingdale
--------------------------------------------------------------
Jonathan L. Flaxer, as trustee for the Chapter 11 bankruptcy
estate of Lehr Construction Corp., asks the U.S. Bankruptcy Court
for the Southern District of New York for authorization to recover
monies owed to the estate by Bloomingdale Properties, Inc., and
Metropolitan/NJS Architectural Woodwork.

The monies owed were for construction services performed for:

   1. Bloomingdale, pursuant to three agreements between the
   Debtor and Bloomingdale.  The services were performed and
   completed, but Bloomingdale has failed and refused to make
   final payment in the aggregate amount of $39,417 to the Debtor,
   in breach of Bloomingdale's contractual obligations.

   2. Metropolitan, pursuant to agreements between the Debtor and
   Metropolitan in an amount to be determined at trial.

The trustee is represented by:

         Douglas L. Furth, Esq.
         Michael M. Munoz, Esq.
         GOLENBOCK EISEMAN ASSOR
         BELL & PESKOE LLP
         437 Madison Avenue
         New York, NY 10022
         Tel: (212) 907-7300
         Fax: (212) 754-0330
         E-mail: dfurth@golenbock.com
                 mmunoz@golenbock.com

                    About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.


LEVEL 3: Closes $550 Million Tranche B III Term Loan
----------------------------------------------------
Level 3 Communications, Inc., announced that its wholly owned
subsidiary, Level 3 Financing, Inc., has closed its $550 million
Tranche B III Term Loan under its existing secured credit
agreement, which was announced on Nov. 4, 2011.

Additionally, Level 3 Communications issued a notice to redeem on
Dec. 10, 2011, the $274 million aggregate principal amount of
Level 3 Communications, Inc.'s 3.5% Convertible Senior Notes due
2012 and prepaid the $280 million Tranche B Term Loan under the
existing secured credit agreement.  As a result, the total
aggregate principal amount of the loans under the secured credit
agreement is $2.6 billion.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/feeAyO

                    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.


LOS ANGELES DODGERS: Court Orders Mediation With Fox
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Los Angeles Dodgers baseball club and Fox
Entertainment Group Inc. must try to settle their differences over
selling broadcasting rights, the bankruptcy judge said Nov. 21
when he appointed retired U.S. District Judge Joseph J. Farnan Jr.
to serve as mediator.

According to the report, the mediation is to begin Nov. 28.  At
least for now, a hearing remains on the bankruptcy court's
calendar for Nov. 30, when the Dodgers are scheduled to request
court approval for complicated auction procedures designed to
determine whether Fox has the best offer for television
broadcasting rights beginning with the 2014 season.

The report relates that litigation between the Dodgers and Fox was
heating up when the bankruptcy judge canceled a hearing that was
to have been held this morning and then appointed Judge Farnan to
mediate.

Bloomberg recounts that Judge Farnan successfully negotiated a
settlement between the team and Bud Selig, the commissioner of
Major League Baseball, where both sides agreed to sell the
Dodgers.  The settlement touched off more disputes with Fox
because it allows the team to hold an auction for future
television rights.

Fox contends the existing television contract's right of first
negotiation precludes an auction or negotiations with anyone else
until late 2012.  Fox filed a motion late last week to dismiss the
Dodgers bankruptcy, saying it was an "elaborate contrivance" to
solve the owner's financial problems.

Associated Press Business Writer Randall Chase notes the
settlement agreement has yet to be filed with the court.

In September, Fox sued the Dodgers, contending that holding an
auction amounted to interference with contract.  Last week, Fox
added Dodgers owner Frank McCourt as a defendant in the suit.

                    About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LOS ANGELES DODGERS: Fox Sports Expands Suit to Include Owner
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Broadcaster Fox
Sports is taking another swing at embattled Los Angeles Dodgers
owner Frank McCourt, adding him to a lawsuit on charges of
improperly shopping the team's valuable media rights.

                  About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


M WAIKIKI: Can Hire Hallstrom Group to Appraise Property
--------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii authorized M Waikiki LLC to employ The
Hallstrom Group, Inc.

As reported in the Troubled Company Reporter on Nov. 4, 2011,
Hallstrom will serve as an appraiser to consult with the Debtor's
counsel, as a non-testifying expert regarding the value of the
Debtor's property, and as a testifying expert in the event
Hallstrom's testimony is offered at a later date.

M Waikiki is the owner of an 18-story, 353-room luxury hotel
property in Honolulu known as the MODERN Honolulu f/k/a the
Waikiki Edition Hotel.  M Waikiki is a special purpose entity
formed to acquire the Hotel, and which is M Waikiki's only
significant asset.

Hallstrom will consult with the Debtor's counsel respecting
valuation of the Hotel.

Hallstrom will charge the sum of $18,800 for a base appraisal of
the Hotel.  To the extent Hallstrom renders additional services to
the Debtor's counsel, separate and apart from the base appraisal,
as a non-testifying or testifying expert consultant, Hallstrom
will charge the sum of $350 per hour for the time of its
principal, James Hallstrom.  The rates for others in the Hallstrom
firm are $35 per hour for the most junior staff support to $200
per hour for its most senior analyst.

Mr. Hallstrom assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.  The Debtor tapped XRoads Solutions Group, LLC and XRoads
Case Management Services, LLC, as its financial and restructuring
advisor.  Klevansky Piper LLP serves as its general counsel.  The
Debtor disclosed $216,116,142 in assets and $135,085,843 in
liabilities as of the Chapter 11 filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
atMoseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


M WAIKIKI: XRoads Solutions Group OK'd as Restructuring Advisor
---------------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii authorized M Waikiki LLC to employ XRoads
Solutions Group, LLC and XRoads Case Management Services, LLC as
financial and restructuring advisor.

As reported in the Troubled Company Reporter on Oct. 31, 2011,
XRoads will provide restructuring services, including:

   a. review and analyze the business, operations, liquidity
      situation, assets and liabilities, financial condition
      and prospects of M Waikiki;

   b. assist the Debtor with the development of multi-year
      financial projections under various operating scenarios;

   c. analyze the Debtor's debt service quality and long-term
      financing needs; and

   d. perform valuation analyses under various assumptions
      (e.g. going-concern, liquidation, etc.) with respect
      to some and/or all of M Waikiki's operations/assets.

The firm's hourly rates for restructuring services are:

   Personnel                                    Rates
   ---------                                    -----
   Principals and managing directors            $525
   Directors                                    $485
   Senior Consultants                        $385 to $450
   Consultants                               $325 to $350
   Associates                                $155 to $200
   Paraprofessionals/Clerical Data Entry        $150

XRoads will provide bankruptcy administrative services include:

   a. preparing and providing data in connection with M Waikiki's
      Schedule of Assets and Liabilities and Statement of
      Financial Affairs, Creditor Mailing Matrix and Notice
      List, and the United States Trustee 7 Day package;

   b. preparing monthly operating reports pursuant to United
      States Trustees Region 15 reporting requirements;

   c. providing temporary staff to process claims as necessary;
      and

   d. maintaining and updating the master mailing lists of
      creditors.

The firm's hourly rates for bankruptcy administrative services
are:

   Personnel                                    Rates
   ---------                                    -----
   Clerical - data entry                      $40 - $60
   Project Specialist                            $90
   Programming and Technical Support            $125
   Consultant                                   $175
   Senior Consultant                            $225
   Senior Managing Consultant/Case Manager      $280
   Principal                                    $520

The Debtor will also pay XRoads a retainer fee of $200,000.

Neither XRoads nor the XRoads professionals (a) has any present
connection with Debtors, Debtors' creditors, or other parties-in-
interest or (b) holds or represents any interest adverse to the
Estate.  XRoads and the XRoads professionals thus are
disinterested within the meaning of 11 U.S.C. Sec 101(14) of the
Bankruptcy Code.  Neither XRoads nor the XRoad professionals have
any connection with the United States Trustee or any persons
employed in the office of the United States Trustee.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.  The Debtor tapped XRoads Solutions Group, LLC and XRoads
Case Management Services, LLC, as its financial and restructuring
advisor.  Klevansky Piper LLP serves as its general counsel.  The
Debtor disclosed $216,116,142 in assets and $135,085,843 in
liabilities as of the Chapter 11 filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
atMoseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MARION MANOR: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Marion Manor, LLC
        dba Calico Creek Apartments
        1591 Charter Circle
        Las Vegas, NV 89101

Bankruptcy Case No.: 11-28020

Chapter 11 Petition Date: November 18, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: David J. Winterton, Esq.
                  DAVID J. WINTERTON & ASSOC., LTD.
                  211 N. Buffalo Dr.#A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317
                  E-mail: david@davidwinterton.com

Scheduled Assets: $6,665,000

Scheduled Debts: $5,479,572

A copy of the list of four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb11-28020.pdf

The petition was signed by Albert Lin.


MARY A II: Court Denies Spur Ranch's Motion to Appoint Trustee
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
denied Spur Ranch Enterprises, LLC's motion to excuse receiver
from compliance with Section 543 of the Bankruptcy Code, and
alternatively, appoint a Chapter 11 trustee in the case of The
Mary A II, LLC.

The Court ordered that the receiver, John Kurtz, will remain in
place pending the outcome of the confirmation hearing in the case,
scheduled for Dec. 20, 2011.

The Court adds that the receiver may be paid for his reasonable
fees and expenses from the Debtors funds on hand by serving his
invoices on counsel for the Debtor, counsel for Spur Ranch and the
Office of the U.S. Trustee.

                       About The Mary A II

Tallahassee, Florida-based The Mary A II, LLC, is the owner of
real property located in Brevard County, Florida, which was
originally acquired in 2004 and was placed in a conservation
easement.  Ultimately, the Property became a wetlands mitigation
bank, which sells credits to developers or other entities that
need to impact wetlands.  The Company holds the right to sell
approximately 937.69 mitigation credits approved and permitted by
the St. Johns River Water Management District and 847.92
mitigation credits approved and permitted by the U.S. Army Corps
of Engineers.  The Company said it is in negotiations for the sale
of certain credits that could realize in excess of $5 million.

Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case
No. 11-40693) on Aug. 29, 2011.  Brian G. Rich, Esq., at Berger
Singerman PA, serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $26,083,816 in assets and $7,380,600 in debts.
The petition was signed by James M. Rudnick, managing member, and
the holder of 90% on the Interests in the Debtor.


MAYSVILLE INC: Wants Court to Reconsider Order Dismissing Case
--------------------------------------------------------------
Maysville, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Florida to reconsider the order dismissing the
Debtor's Chapter 11 case, and reinstate the original deadline to
post confirmation funds.

In an order dated Oct. 31, 2011, the Hon. Laurel M. Isicoff
ordered for the case dismissal because according to a supplemental
order, the Court will dismiss the Debtor's case if the deposit of
$2.1 million was not made by Oct. 27, 2011.

According to the Debtor, although the buyer failed to deliver the
funds required, this failure was due to uncertainty as to whether
the secured creditor was entitled to make the Section 1111b
election.

The Debtor noted that on Nov. 9, the secured creditor purported to
make the Section 1111(b) election to treat its secured claim as
fully secured despite the Court's decision finding the claim for
Section 506 purposes to be secured only to the extent of
$15,200,000.  The Court has shortened the time specified under the
Plan and Disclosure Statement for the Debtor to cause the buyer of
the Redondo stock to deposit the funds necessary to confirm the
plan as written.

On Oct. 21, the Court vacated the Oct. 18, order dismissing the
case and reinstated the Debtor's case after the Debtor requested
for a reconsideration of its order dismissing the Debtor's case.

The Debtor explained that the Court on Oct. 17, orally directed
the Debtor to submit a redlined Second Amended Disclosure
Statement to the Court and all parties by 4:00 p.m., on Oct. 19.

                          About Maysville

Maysville, Inc., owns and rents condominium and apartment units in
a property called the Platinum Condominium located at Biscayne
Boulevard and 29th Street in Miami, Florida.

Maysville filed its second voluntary petition under Chapter 11
(Bankr. S.D. Fla. Case No. 11-32532) on Aug. 11, 2011, before the
Hon. Laurel M. Isicoff.  Jeffrey P. Bast, Esq., at Bast Amron LLP,
in Miami, Florida -- jbast@bastamron.com -- serves as the Debtor's
bankruptcy counsel.  Jeffery J. Pardo, Esq., at Pardo Gainsburg
P.L., in Miami, Florida, is the Debtor's special litigation
counsel.

The Debtor disclosed $17,590,927 in assets and $25,076,637 in
liabilities.

Deadline to file a complaint to determine dischargeability of
certain debts is Nov. 14, 2011.  Proofs of Claim are due by
Dec. 12, 2011.

The U.S. Trustee said it will not appoint an official committee in
the bankruptcy case of Maysville, Inc., until further notice.  The
U.S. Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


MAYSVILLE INC: Pardo & Gainburg OK'd on Whiting Turner Litigation
-----------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Maysville, Inc., to employ
Pardo & Gainburg P.L. as special counsel.

The firm will be compensated in accordance with its contingency
fee agreement.

PG will serve as the Debtor's counsel in relation with an ongoing
litigation against The Whiting Turner Contracting Company, the
contractor of the Debtor's six-apartment building in Miami called
the Platinum Condominium.  During the construction of the project,
the contractor built the main staircase in violation of the
Florida Minimum Building Code, and as a result of delays in
completion of construction, the Debtor suffered substantial
financial losses.

By the time that the contractor corrected the defective
construction, the accumulated interest to the construction lender
and the market collapse for condominium sales rendered the Debtor
unable to retire the construction loan as expected.  The Debtor
managed and operated the Property for 24 years up prior to the
unfortunate change of events created by the general contractor's
wrongdoing.

Pending in the Circuit Court of Miami-Dade County is the Debtor's
legal action against the general contractor and others who Debtor
believes are liable for its damages.  Discovery is ongoing in the
Construction Litigation.

As counsel, PG will prosecute the Construction Litigation,
negotiate any resolution of the Construction Litigation, and
represent the interests of Maysville in the Construction
Litigation and protect Maysville's rights in connection with
Construction Litigation.

As contingency fee, PG will recover 35% of any Gross Recovery
thereafter through trial, or 45% of any Gross Recovery if the case
should be resolved on or after appeal.  The Debtor will reimburse
PG for any necessary out-of-pocket expenses.  The Debtor has
previously paid PG a refundable retainer of $5,000.

Jeffery J. Pardo, Esq., at Pardo Gainsburg P.L., in Miami,
Florida, assured the Court that his firm does not represent any
interest adverse to the Debtor or its estate, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                          About Maysville

Maysville, Inc., owns and rents condominium and apartment units in
a property called the Platinum Condominium located at Biscayne
Boulevard and 29th Street in Miami, Florida.

Maysville filed its second voluntary petition under Chapter 11
(Bankr. S.D. Fla. Case No. 11-32532) on Aug. 11, 2011, before the
Hon. Laurel M. Isicoff.  Jeffrey P. Bast, Esq., at Bast Amron LLP,
in Miami, Florida -- jbast@bastamron.com -- serves as the Debtor's
bankruptcy counsel.  Jeffery J. Pardo, Esq., at Pardo Gainsburg
P.L., in Miami, Florida, is the Debtor's special litigation
counsel.

The Debtor disclosed $17,590,927 in assets and $25,076,637 in
liabilities.

Deadline to file a complaint to determine dischargeability of
certain debts is Nov. 14, 2011.  Proofs of Claim are due by
Dec. 12, 2011.

The U.S. Trustee said it will not appoint an official committee in
the bankruptcy case of Maysville, Inc., until further notice.  The
U.S. Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


MAYSVILLE INC: Sebastian Jaramillo OK'd as Landlord/Tenant Counsel
------------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Maysville, Inc., to employ
Sebastian Jaramillo as landlord/tenant counsel.

The Debtor is also permitted to exceed the cash collateral budget
approved by the Court for purposes of paying the court-approved
professional fees and expenses of SJPA.

As reported in the Troubled Company Reporter on Oct. 5, 2011, an
integral part of the Debtor's business operations is in the
renting of its apartment and condominium units, and, from time to
time, the Debtor requires the services of a landlord/tenant
attorney to handle the evictions of tenants who default on their
lease obligations.

There are currently some tenants in default on their lease
obligations, and in order to re-lease those units and thus
maximize the Debtor's revenues to satisfy its obligations to
creditors, the Debtor needs to retain the services of Jaramillo.

Jaramillo is instituting these eviction proceedings against the
defaulted tenants to mitigate its losses of rents and to enable
the Debtor to re-lease the units once they are vacated.

Jaramillo is also advising the Debtor in landlord/tenant matters,
and, more specifically, eviction proceedings.

Sebastian Jaramillo, Esq., attested that his firm is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.

                          About Maysville

Maysville, Inc., owns and rents condominium and apartment units in
a property called the Platinum Condominium located at Biscayne
Boulevard and 29th Street in Miami, Florida.

Maysville filed its second voluntary petition under Chapter 11
(Bankr. S.D. Fla. Case No. 11-32532) on Aug. 11, 2011, before the
Hon. Laurel M. Isicoff.  Jeffrey P. Bast, Esq., at Bast Amron LLP,
in Miami, Florida -- jbast@bastamron.com -- serves as the Debtor's
bankruptcy counsel.  Jeffery J. Pardo, Esq., at Pardo Gainsburg
P.L., in Miami, Florida, is the Debtor's special litigation
counsel.

The Debtor disclosed $17,590,927 in assets and $25,076,637 in
liabilities.

Deadline to file a complaint to determine dischargeability of
certain debts is Nov. 14, 2011.  Proofs of Claim are due by
Dec. 12, 2011.

The U.S. Trustee said it will not appoint an official committee in
the bankruptcy case of Maysville, Inc., until further notice.  The
U.S. Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


MICHAELS STORES: Reports $32 Million Net Income in Oct. 29 Qtr.
---------------------------------------------------------------
Michaels Stores, Inc., reported net income of $32 million on
$996 million of net sales for the quarter ended Oct. 29, 2011,
compared with a net loss of $12 million on $968 million of net
sales for the quarter ended Oct. 30, 2010.

The Company also reported net income of $79 million on $2.80
billion of net sales for the nine months ended Oct. 29, 2011,
compared with net income of $0 on $2.70 billion of net sales for
the nine months ended Oct. 30, 2010.

The Company's balance sheet at Oct. 29, 2011, showed $1.77 billion
in total assets, $4.35 billion in total liabilities and a $2.58
billion in total stockholders' deficit.

John Menzer, chief executive officer, said, "We are pleased with
our overall performance during the third quarter of fiscal 2011.
We delivered another quarter of record sales and operating income
with modest growth in the top line.  Continued progress on our
strategic initiatives and the team's focus on execution resulted
in a 16% increase in operating income and a 12% increase in
Adjusted EBITDA."

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

                        http://is.gd/kOHybH

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

                          *     *     *

Michaels Stores carries a 'B3' corporate family rating from
Moody's Investors Service.

As reported by the Troubled Company Reporter on Oct. 8, 2010,
Moody's assigned Caa1 rating to Michaels Stores's proposed
$750 million senior unsecured bonds due 2018.  Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes.  The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.

Moody's said Michaels' CFR reflects its significant financial
leverage and weak credit metrics.  It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins.  The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business.  Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.


MICROBILT CORPORATION: Taps RBSM LLP as Financial Advisor
---------------------------------------------------------
MicroBilt Corporation and CL Verify LLC ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ RBSM
LLP as their financial advisors, auditors and tax service
providers.

Among other things, the firm will:

  a) provide audit services related to the Debtors' annual
     financial statements for the year ended Dec. 31, 2010;

  b) prepare the Debtors' corporate income tax returns for the
     year ended Dec. 31, 2010;

  c) provide agreed upon procedures related to the Debtors'
     internal controls in evaluating their compliance with the
     terms of agreement in the Information Resale Agreement
     entered into with Chex Systems Inc. on Aug. 26, 2009;

  d) provide regular advice to the Debtors on financial
     transactions and other general financial and corporate
     matters that arise from time to time, such as capital
     structure, acquisitions, etc.; and

  e) gain an understanding of the Debtors' business, books and
     records and reporting systems.

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

                    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.


MF GLOBAL: Trustee to Distribute $1.6-Bil. on Hand to Customers
---------------------------------------------------------------
James W. Giddens, Trustee for the liquidation of MF Global Inc.,
today reported that his current plan to distribute 60% of what
should have been segregated in US depositories for all former
customers with US futures positions will total nearly all of the
assets currently under his control.  The Trustee to date has
brought approximately $3.7 billion under his control, all of which
comes from the former US depositories of the broker-dealer. Having
already distributed $1.5 billion in collateral, and currently
distributing $520 million in cash, leaves approximately $1.6
billion on hand. The previously announced next step, restoring 60%
of what is in segregated customer accounts for US futures
positions, would require approximately $1.3 to $1.6 billion to
implement; that is, virtually all of the assets currently under
the Trustee's control.  This next step is subject to Bankruptcy
Court approval, and will be done in close cooperation with the
CFTC, SIPC, and the CME.  The Trustee expects this transfer to
occur in early December, once the current transfer is complete and
books and records are reconciled to allow it to happen.

Efforts to collect other funds from US depositories continue
around the clock, and it is expected that the US funds available
to the Trustee will increase in the coming weeks.  At present,
however, the Trustee does not have access to other funds beyond
the $1.6 billion on hand, and he is very close to exhausting the
funds under his control.  Further complicating matters, assets
located in foreign depositories for customers that traded in
foreign futures are now under the control of foreign bankruptcy
trustees, and while the Trustee will pursue them vigorously, it
has been his experience that recovery of these foreign assets may
take more time.  The Trustee's counsel has also stated in open
court that the Trustee has only relatively nominal proprietary -
that is non-customer - assets in his immediate control.

The amount of assets the Trustee controls is a separate issue from
the apparent shortfall in what former MF Global Management should
have segregated.  At present, the Trustee believes that even if he
recovers everything that is at US depositories, the apparent
shortfall in what MF Global management should have segregated at
US depositories may be as much as $1.2 billion or more.  The
Trustee wants to stress that these are preliminary numbers that
may well change, and the Trustee will update in due course.  The
Trustee's investigative team, consisting of counsel experienced in
broker-dealer liquidations and expert consultants and forensic
accountants from both Deloitte and Ernst & Young, continues around
the clock in close coordination with the Department of Justice,
the CFTC, the SEC, SIPC, the CME, and others.

                       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: BLB&G Advises Investors on Recovery of Losses
--------------------------------------------------------
In response to numerous inquiries by institutional investors who
purchased bonds and stock issued by MF Global Holdings Ltd, the
law firm of Bernstein Litowitz Berger & Grossmann LLP is actively
advising investors with respect to their rights and potential
claims stemming from MF Global's collapse.

MF Global's bankruptcy has caused severe financial harm to
bondholders and stockholders who purchased MF Global securities
during the period of Nov. 5, 2009 to Oct. 31, 2011.  BLB&G is
currently advising several large, prominent investors in these
securities concerning potential claims arising under the federal
securities laws and U.S. bankruptcy laws against certain of the
Company's senior officers and directors, the underwriters of MF
Global's 2011 debt offerings, and the Company's independent
auditor.  MF Global's 2011 debt offerings, which raised nearly $1
billion in proceeds for the Company, include: (1) a $287.5 million
offering of convertible senior notes due 2016, which closed on
Feb. 11, 2011; (2) a $325 million offering of convertible senior
notes due 2018, which closed August 2, 2011; and (3) a $325
million offering of senior unsecured notes, which closed onAug. 8,
2011.

The federal securities law violations under investigation by BLB&G
concern potential materially false and misleading statements and
omissions issued in securities filings and earnings presentations
regarding MF Global's financial position, including its
substantial exposure to European sovereign debt, its repo
transactions and value-at-risk accounting methods that hid the
Company's risk exposure and ailing core business, its deficient
risk management and inadequate internal controls, its inflated
earnings and undercapitalization, as well as MF Global's dealings
with government regulators about these topics.

Claims under the federal securities laws offer investors in MF
Global bonds and common stock a parallel source of recovery
alongside the bankruptcy process.  Claims under the Securities Act
of 1933, for example, present viable sources of recovery for
losses on bond investments, including from large, solvent
investment banks that underwrote MF Global's 2011 bond offerings.

BLB&G has nearly thirty years of experience recovering assets on
behalf of institutional investors and has some of the largest bond
and common stock recoveries in history.  Since its founding in
1983, BLB&G has recovered over $20 billion for its institutional
investor clients and other defrauded investors.  In addition to
billions of dollars of recoveries on behalf of equity investors,
the Firm has recovered billions of dollars for bondholders in
litigation arising from some of the most high-profile bond cases.
For example, in the context of the WorldCom, Inc. bankruptcy,
BLB&G obtained the second largest securities litigation recovery
in U.S. history, with approximately $4.9 billion or 80% of the
total recovery allocated to bondholders.  As a result, many
bondholders received nearly 60% and 70%, respectively, of their
recognized losses under the settlement allocation. In the context
of the Refco, Inc. bankruptcy, the fourth largest bankruptcy in
U.S. history, BLB&G obtained a $407 million recovery for
investors, with approximately $337 million or over 80% of the
settlement allocated to bondholders and other investors in Refco
offerings.  More recently, in a case involving Wachovia Corp.,
BLB&G obtained a recovery of $627 million on behalf of holders of
bonds and other preferred securities, in the largest settlement
ever in a class action asserting claims under the Securities Act
of 1933.

BLB&G Senior Partners Gerald H. Silk and Blair A. Nicholas are
leading this investigation on behalf of institutional investors.
If you wish to discuss this investigation, or have BLB&G put you
in touch with other MF Global bond or common stock holders, or
have any questions concerning your rights or interests in MF
Global securities.

                       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: Findings Point to Use of Segregated Client Funds
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that regulators have
unearthed more details about MF Global Holdings Inc.'s activities
in the days before its bankruptcy filing that suggest the
securities firm shifted hundreds of millions of dollars in
customer funds to its own brokerage accounts, according to people
familiar with the matter.

                          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: Whittles Its Ranks as it Winds Down Operations
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that MF Global Holdings
Ltd. announced the departure of its retail business head as the
collapsed securities firm continues to wind down many of its
operations.

                          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)


MMFX CANADIAN: Affiliates' Plan Confirmed, Wants Case Dismissal
---------------------------------------------------------------
MMFX Canadian Holdings, Inc., asks the U.S. Bankruptcy Court for
the Central District of California to dismiss its Chapter 11 case.

According to the Debtor, the Court confirmed the Chapter 11 plan
of its affiliates in the jointly administered Chapter 11 cases,
which plan does not cover the Debtor.

The Debtor explains that it is a mere shell company that no longer
holds any assets and does not conduct any business operations.
The Debtor's sole creditor does not oppose the relief requested.

The Hon. Robert Kwanhas set a Nov. 22, hearing at 2:30 p.m., on
the requested case dismissal.

                         About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 protection
(Bankr. C.D. Calif. Case Nos. 10-10085 and 10-10083) on Jan. 5,
2010.  Margaret M. Mann, Esq., at Sheppard Mullin Richter &
Hampton LLP represents the Debtors in their restructuring efforts.
The Debtors tapped Business Associates International, LLC as
investment advisor, Pillsbury Winthrop Shaw Pittman LLP as their
special corporate counsel, and Bidna & Keys APLC as special
counsel. MMFX Int'l and MMFX Canadian estimated assets and debts
at $50 million to $100 million as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, amended, for
the third time, the Official Committee of Unsecured Creditors in
the Debtors' cases.  The Committee now consist of six members.


MT. VERNON: Can Use First Mariner's Cash, Subject to Asset Sale
---------------------------------------------------------------
The Hon. David E. Rice of the U.S. Bankruptcy Court for the
District of Maryland approved a stipulation authorizing Mt. Vernon
Properties, LLC, to use cash collateral of First Mariner Bank.

Pursuant to the stipulation, the Debtor must, among other things:

   1. maintain a First Mariner DIP Account at First Mariner
   -- the Debtor was required to open an account with Columbo Bank
   but was unable to do so;

   2. use cash collateral to pay actual and necessary expenses of
   operating and maintaining the prepetition collateral; and

   3. make adequate protection payment to First Mariner.

As reported in the Troubled Company Reporter on Nov. 15, 2011, the
Debtor is authorized to use the cash collateral to pay the
expenses shown on a supplemental budgets until the earlier of (a)
confirmation of a plan of reorganization; (b) appointment of a
Chapter 11 trustee; (c) conversion of the case to a Chapter 7
case; (d) dismissal of the case; (e) the failure of the Debtor to
comply with any material terms, conditions or covenants contained
in the Order or the Cash Collateral Order and such violation
remains uncured for a period of five business days after notice
thereof from First Mariner; (f) the entry of any order by the
Bankruptcy Court granting a super-priority claim or lien pari
passu with or senior to those liens held by First Mariner; (g) the
Debtor's failure to make any payment due under the Cash Collateral
Order within three business days of when due or the Debtor's use
of Cash Collateral to pay expenses not contained in the
Supplemental Budgets; (h) any judgment or order as to a post-
petition liability or debt for the payment of money in excess of
$10,000 will be rendered against the Debtor and the enforcement
thereof will not have been stayed; (i) the closing of a sale of
any of the Debtor's assets; or (j) further Court order.

The Debtor agreed to file by Nov. 15, 2011, a motion to sell its
Read Street Property and St. Paul Street Property, subject to
bidding and auction.

                   About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq. -- astein@meridianlawfirm.com --
at Meridian Law, LLC, in Baltimore, serves as bankruptcy counsel.
The Debtor disclosed $10,237,448 in assets and $15,064,059 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Ronald Persaud, managing member of Mt. Vernon Properties II
LLC, the Debtor's sole member.


MTB BRIDGEPORT: Judge to Rule on Credit Bidding for WSAH
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the auction for television station WSAH,
channel 42 in Bridgeport, Connecticut, resulted in a $10 million
increase in the purchase price, the bankruptcy judge in Delaware
didn't approve the sale at last week's hearing.

Instead, the judge, according to the report, had the parties
submit additional papers Nov. 21 on the question of whether the
secured lender had the right to bid secured debt rather than cash.
After 38 bids during the auction attended by three prospective
buyers, the highest bid of $22.8 million came from NRJ TV LLC, the
lender that acquired the first-lien debt in September 2010.  NRJ's
opening offer was a $12 million credit bid.  The lenders are owed
$5.3 million on a first-lien revolving credit and $68.6 million on
two first-lien term loans, court papers said.

The report discloses that the station's owners contend that NRJ
can't credit bid in view of an inter-creditor agreement.  There is
also a question about whether a credit bid is possible when
Federal Communications Commission licenses are part of the assets.
The FCC takes the position that licenses can't be pledged to
secured lenders as collateral.

One of the owners of NRJ, Titan Broadcast Management LLC, is
currently operating the station. Four other sister stations were
already sold for cash.

There is an additional $46.3 million in second-lien debt.
Drawbridge Special Opportunities Fund LP is agent for the senior
lenders. The loans were in default since 2007.

The station currently broadcasts 12 hours of programming each day
provided on a barter basis by Retro Television Network. The other
12 hours are paid programming.

MTB Bridgeport-NY Operating LLC, the owner of television station
WSAH, channel 42, filed a Chapter 11 petition (Bankr. D. Del. Case
No. 11-12707) on Aug. 26, 2011.


NCO GROUP: Thomas Erhardt to Assume Role of EVP and CFO
-------------------------------------------------------
Thomas Erhardt will assume the role of Executive Vice President
and Chief Financial Officer of NCO Group, Inc.  Mr. Erhardt,
brings over 25 years of senior finance and business experience
with various companies around the world, including British
Telecom, Hewlett-Packard and Electronic Data Systems.  Mr.
Erhardt's career has included roles in the U.S., Europe and Asia.
Mr. Erhardt has experience in all aspects of finance and has spent
numerous years engaged in the Business Process Outsourcing
divisions of these companies.

John R. Schwab, NCO Group, Inc.'s current Executive Vice President
and Chief Financial Officer, will continue as Executive Vice
President and will take the lead in restructuring the finance area
in the Accounts Receivable Management division reporting to Mr.
Erhardt.

Mr. Erhardt will receive an annual base salary of $450,000 per
annum.  Mr. Erhardt will also be eligible to receive an annual
bonus (with a target bonus of 100% of base salary) based upon
achievement of performance objectives, as mutually agreed to by
Mr. Erhardt and the Compensation Committee of the Board of
Directors of the Company.  Mr. Erhardt will be eligible to receive
equity, stock options, or other equity-based awards, as determined
in the sole discretion of the Compensation Committee.  Mr. Erhardt
will also be eligible to receive other perquisites and benefits,
as determined in the sole discretion of the Compensation
Committee.

                        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.

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.

                           *     *     *

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.


NEW ERA: Seeks Approval to Borrow $4-Mil. From CPR Commercial
----------------------------------------------------------------
New Era Hospitality Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to borrow $4 million from
CPR Commercial LLC.

The loan will be used to pay JLE Investors Inc. and to finance New
Era's project to rehabilitate its hotel in Houston, Texas.  The
project, if completed, could increase the property's value to as
much as $48 million.

JLE Investors holds a first lien on the hotel, which it posted for
foreclosure early last month.

"If the property is foreclosed, [New Era] and its investors will
lose millions of dollars in equity plus their original
investment," said the company's lawyer, Samuel Milledge.

Mr. Milledge said that the principals of the company agreed to put
in $300,000 to pay JLE Investors and to finance the rehabilitation
project.

Houston, Texas-based New Era Hospitality Inc. filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 11-36492) on
July 30, 2011, to avoid foreclosure of its hotel property at 801
St. Joseph Parkway.  Money woes stalled the Debtor's hotel
construction plans.  Judge Karen K. Brown presides over the case.
Samuel L. Milledge, Esq., Milledge Law Firm, P.C., represents the
Debtor. The Debtor disclosed $14,000,000 in assets, and $4,213,828
in debts.  On Oct. 5, 2011, Lowell Cage was appointed the Chapter
11 Trustee of the case.


NEW FOUNDATIONS: S&P Gives 'BB+' Rating on $16.2-Million Bonds
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' long-term
rating to Philadelphia Authority for Industrial Development, Pa.'s
$16.2 million series 2011 tax-exempt revenue bonds, to be issued
on behalf of 8001 Torresdale Corp. (the foundation) for New
Foundations Charter School (NFCS).

"The stable outlook reflects our expectation that the school will
continue to maintain good financial performance and meet its
enrollment goals as it begins operations in the new high school
facility," said Standard & Poor's credit analyst Avani Parikh. "It
also reflects our expectation that the school will manage its
operations and debt to maintain adequate debt service coverage,"
said Ms. Parikh.

The 'BB+' rating reflects Standard & Poor's view of these credit
factors:

    High maximum annual debt carrying charge and weak pro forma
    maximum annual debt service coverage for fiscal 2011,
    reflecting the additional debt;

    Uncertainty regarding state budgetary pressures, resulting in
    projected per pupil funding cuts for fiscal 2013;

    Construction risk, including potential delays and cost
    overruns;

    Inherent uncertainty associated with charter renewals given
    that the final maturity of the bonds exceeds the time horizon
    of the existing charter; and

    The planned use of reserves for operations in fiscal 2013,
    although moderate, due to expected cuts in per pupil revenues.

In Standard & Poor's opinion, the preceding credit factors are
offset in part by the school's:

    Measured growth over the past 12 years, reflective in
    considerable enrollment growth and sustained operating
    surpluses;

    Strong and growing demand, characterized by an extensive
    waiting list;

    Above-average aggregate test scores compared with state and
    local school district results;

    Experienced management team and board, which includes two
    founders; and

    History of successful charter renewals and a good relationship
    with the charter authorizer.

The school, located in the Holmesburg section of northeast
Philadelphia, began operations in the 2000-2001 school year as a
kindergarten through eighth-grade school, with initial enrollment
of 353 students. Currently the school serves 914 students in
kindergarten through 10th grade, with plans to build up to the
12th grade. The school will use the series 2011 revenue bond
proceeds to acquire and renovate an existing building for the high
school program.


OAK RIDGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Oak Ridge Service Corp.
        dba Service Concrete Co.
        235 Oak Ridge Road
        Oak Ridge, NJ 07438

Bankruptcy Case No.: 11-43358

Chapter 11 Petition Date: November 18, 2011

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

Judge: Donald H. Steckroth

Debtor's Counsel: Richard D. Trenk, Esq.
                  TRENK, DIPASQUALE, WEBSTER, ET AL
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  E-mail: rtrenk@trenklawfirm.com

Scheduled Assets: $1,470,540

Scheduled Debts: $5,919,633

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-43358.pdf

The petition was signed by Anthony Dellechiaie, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Joel Tanis & Sons, Inc.                11-43353   11/18/11


OMEGA NAVIGATION: Wants Exclusivity Hearing Continued to Nov. 28
----------------------------------------------------------------
Omega Navigation Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas to continue
the hearing on Nov. 28, 2011, for approval of their motion to
extend the exclusive periods to file a Chapter 11 plan and solicit
acceptances of that plan.

As reported in the Troubled Company Reporter on Nov. 1, 2011, the
Debtors are seeking to extend their exclusive periods to file and
solicit acceptances for the proposed Plans of Reorganization until
May 7, 2012, and July 6, 2012, respectively.

The Debtors said they need more time to negotiate the plans and
prepare adequate information for a disclosure statement.  The
Debtors said they are proceeding to operate their business and
attempting to cooperate in good faith with the senior lenders,
despite the fact that the senior lenders have declared that their
resistance to a consensual
plan.

The Debtors related that the Court will consider motions filed by
senior facilities agent and senior facilities lenders on Nov. 28,
2011.  The Debtors added that the lender had filed motions on
information requests (both through formal discovery and informal
demands) intended to tax the Debtors' limited staff; and case
conversion/dismissal and lift of stay; and contesting cash
collateral.

The Official Committee of Unsecured Creditors objected to the
Debtors' exclusivity extension request, citing that the Debtors
have made (i) no showing that a possibility of reorganization
exist; (ii) no verifiable good faith progress towards
reorganization.  The Committee adds that the extension of time
would be futile and would only result in an increase in the risk
of an administrative insolvency and other harm to the Debtors'
estates and their creditors.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own

a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


ORANGE REGIONAL: Moody's Affirms 'Ba1' Long-term Bond Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term bond
rating assigned to Orange Regional Medical Center's (ORMC) $260.2
million of outstanding bonds issued by the Dormitory Authority of
the State of New York. The outlook remains stable.

SUMMARY RATING RATIONALE: The affirmation of the Ba1 rating is due
to the successful opening ORMC's replacement hospital in August
2011, the ability of the medical center to maintain favorable
operating cash flow margins during construction and through year-
to-date fiscal year (FY) 2011, as well as the medical center's
conservative capital structure including all fixed rate debt and
very liquid investment portfolio. These positive factors are
offset by ORMC's highly leveraged balance sheet position, material
variability in volume trends over the past several years, and thin
liquidity balances. The stable outlook reflects Moody's belief
that ORMC will maintain or improve upon current levels of
operating performance by achieving operating efficiencies due to
operating inpatient services on one campus, while also growing
liquidity balances and improving debt coverage measures.

STRENGTHS

Successful opening of replacement hospital in August 2011,
consolidates inpatient services at one primary location and should
result in operating efficiencies and cost savings going forward;
capital needs going forward are expected to be minimal for the
next several years

Improved documentation and coding has resulted in a rising
Medicare Case Mix Index to 1.46 in FY 2010 from 1.41 in FY 2009;
the rising acuity also reflects ORMC's strategy to pursue higher
acuity clinical services and generate a stronger draw of patients
beyond its primary market as a regional referral center

Operating cash flow margins held relatively steady in FY 2010 and
year-to-date FY 2011, even though operations were slightly
disrupted as the medical center geared up to move into the
replacement hospital; operating cash flow in FY 2010 was $23.7
million (7.1% margin), down slightly from $26.8 million (8.3%
margin) reported in FY 2009, and year-to-date FY 2011 (nine
months) operating cash flow totaled $16.8 million (6.7% margin)
compared to $17.1 million (6.8% margin) through nine months of FY
2010

All fixed rate debt and no interest rate derivatives, in
conjunction with a conservative investment allocation, limits
potential risks to ORMC's capital structure

Reasonably sound demographics of the service area including
population growth, regional development, and high income levels
and low unemployment relative to the State's averages

CHALLENGES

ORMC remains highly leveraged, as indicated by 23.1 times debt-to-
cash flow, 1.40 times peak annual debt service coverage, and 79.1%
debt-to-operating revenues, and a low 38.1% cash-to-debt in FY
2010; however, Moody's notes that most leverage ratios have
improved significantly since FY 2008 when the Series 2008 bonds
were issued

Material variability in volume trends, with inpatient admissions
growing 15% in FY 2009, 1.7% in FY 2010 , but showing a large
decline of 3.4% through nine months of FY 2011; management is
currently investigating the swings in volume trends in FY 2010,
and much of the year-to-date decline is attributed to operational
disruptions and postponed procedures due to the opening of the new
hospital

Liquidity is light at just 83 days cash on hand, and 28.1% cash-
to-debt at fiscal year-end (FYE) 2010, and declined further as of
September 30, 2011 as ORMC made an expected equity contribution to
the project (65 days cash on hand, 21.2% cash-to-debt), although
cash is expected to grow by FYE 2011; Moody's notes favorably that
ORMC's cash is held in very conservative investments, primarily
cash and fixed income, and the entire portfolio can be liquidated
in one month or less

Operating margin through nine months of FY 2011 showed weakening
over the prior year, largely due to increased interest expense
(ORMC capitalized two year of interest) and depreciation expense
associated with the opening of the replacement hospital

OUTLOOK

The stable outlook reflects Moody's belief that ORMC will maintain
or improve upon current levels of operating performance by
achieving operating efficiencies due to operating inpatient
services on one campus, while also growing liquidity balances and
improving debt coverage measures.

WHAT COULD MAKE THE RATING GO UP

Material improvement in liquidity balances and deleveraging of the
balance sheet, sustained operating improvement, reduced
variability of patient volumes.

WHAT COULD MAKE THE RATING GO DOWN

Declines in liquidity, increase in debt or deterioration in debt
coverage measures, downturn in operating performance, decline in
patient utilization.

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


PALM HARBOR: Wins Approval of 21% Liquidating Chapter 11 Plan
-------------------------------------------------------------
Palm Harbor Homes Inc. in April sold its assets to Fleetwood
Enterprises Inc., a venture between Cavco Industries Inc. and a
fund advised by Third Avenue Management LLC, for $83.9 million and
on Nov. 17, secured the signature of the bankruptcy judge
approving the liquidating Chapter 11 plan, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reports.

According to Mr. Rochelle, the disclosure statement predicted that
holders of 3.25% convertible senior notes would recognize a
recovery of between 16.7% and 21% on their $54.8 million in
claims.  General unsecured creditors with $36.4 million to $47.3
million in claims are to receive an identical recovery.

Fleetwood provided up to $55 million in secured financing for Palm
Harbor's reorganization.

                      About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactured and marketed factory-
built homes.  The Company marketed nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  Palm Harbor Homes disclosed assets of at least
$103,061,759 and liabilities of at least $1,244,977.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.


PARKER DAIRY: Sec. 341 Creditors' Meeting Set for Dec. 20
---------------------------------------------------------
The U.S. Trustee in Phoenix, Arizona, will hold a meeting of
creditors in the bankruptcy case of Parker Dairy Farms Inc. on
Dec. 20, 2011, at 11:00 a.m. at US Trustee Meeting Room, 230 N.
First Avenue, Suite 102, in Phoenix.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                     About Parker Dairy Farms

Parker Dairy Farms Inc. operates a dairy farm in Congress,
Arizona, with roughly 3,000 head of cattle.  Parker Dairy filed
for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-31930) on
Nov. 17, 2011.  Redfield T. Baum PCT Sr. oversees the case.  David
Wm Engelman, Esq., at Engelman Berger, P.C., serves as the
Debtor's counsel.  In its petition, the Debtor estimated $10
million to $50 million in both assets and debts.  The petition was
signed by James W. Parker, director.


PARKER DAIRY: Has Green Light to Honor Payroll Obligations
----------------------------------------------------------
One day after filing for bankruptcy, Parker Dairy Farms Inc.
obtained Court permission to honor its prepetition payroll
obligations.

                     About Parker Dairy Farms

Parker Dairy Farms Inc. operates a dairy farm in Congress,
Arizona, with roughly 3,000 head of cattle.  Parker Dairy filed
for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-31930) on
Nov. 17, 2011.  Redfield T. Baum PCT Sr. oversees the case.  David
Wm Engelman, Esq., at Engelman Berger, P.C., serves as the
Debtor's counsel.  In its petition, the Debtor estimated $10
million to $50 million in both assets and debts.  The petition was
signed by James W. Parker, director.


PARKER DAIRY: Seeks Court Approval of Engelman Berger Engagement
----------------------------------------------------------------
Parker Dairy Farms Inc. is asking the Bankruptcy Court to
authorize the employment of Engelman Berger, P.C., as its legal
counsel.

Engelman Berger provided legal representation and advice to the
Debtor prior to the petition date relating to insolvency work and
collection defense.  Engelman Berger was paid $36,026 for those
legal services.  James W. Parker, a shareholder, President and
Director of the Debtor, paid the $8,000 portion of the fee.

David Wm. Engelman, Esq., on behalf of Engelman Berger, attests
that his firm is a "disinterested person" within the meaning of
Bankruptcy Code Sections 101(14) and 327.

Pursuant to the parties' engagement agreement dated Nov. 17, 2011,
the firm will be paid at these rates:

          $425/hr.         David Wm. Engelman and Steven N. Berger
          $350 - $400/hr.  Other EB Partners
          $170 - $300/hr.  EB Associates
          $165/hr.         EB Paralegals

All out-of-pocket costs and expenses will be reimbursed by the
Debtor.

                     About Parker Dairy Farms

Parker Dairy Farms Inc. operates a dairy farm in Congress,
Arizona, with roughly 3,000 head of cattle.  Parker Dairy filed
for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-31930) on
Nov. 17, 2011.  Redfield T. Baum PCT Sr. oversees the case.  In
its petition, the Debtor estimated $10 million to $50 million in
both assets and debts.  The petition was signed by James W.
Parker, director.

Engelman Berger, P.C., the Debtor's legal counsel, may be reached
at:

          David Wm. Engelman, Esq.
          Patrick A. Clisham, Esq.
          ENGELMAN BERGER, P.C.
          3636 North Central Avenue
          Phoenix, AZ 85012
          Tel: (602) 271-9090
          Fax: (602) 222-4999
          E-mail: dwe@eblawyers.com
                  pac@eblawyers.com


PEP BOYS-MANNY: S&P Affirms B Corp. Credit Rating; Outlook Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Philadelphia-based Pep Boys?Manny, Moe & Jack. "We
affirmed our 'B' corporate credit rating on the company," S&P
said.

"We also affirmed our 'BB-' issue-level rating on the company's
senior secured term loan due 2013. The recovery rating is '1',
which indicates our expectation for very high (90% to 100%)
recovery for creditors in the event of a payment default. We also
affirmed our 'B' issue-level rating on the company's $200 million
senior subordinated notes due 2014. The recovery rating is '3',
which indicates our expectation for meaningful (50% to 70%)
recovery for note holders in the event of a payment default," S&P
said.

The outlook is positive. "This reflects our view that the company
will maintain recent credit measure improvement and that its
competitive position may improve from a successful execution of
its STC expansion plan," said Standard & Poor's credit analyst
Brian Milligan. He added, "It also reflects our view that the
company will continue to underperform top peers."

"We could raise our ratings if the company's STC expansion plan
meaningfully improves the company's competitive position.
Successful execution of the STC expansion plan would help the
company sustain growth, allowing credit measures to remain at or
improve beyond present levels," S&P said.

"We could lower our ratings if liquidity weakens to less than
adequate, possibly due to poor execution of the STC expansion
plan, causing operating lease-adjusted debt to EBITDA to exceed
5.5x. Based on second-quarter 2011 performance, EBITDA would have
to decline nearly 30% or debt would have to increase by nearly
$350 million for leverage to exceed 5.5x," S&P said.


PEREGRINE DEVELOPMENT: U.S. Trustee Wants Ch. 11 Case Dismissed
---------------------------------------------------------------
William T. Neary, U.S. Trustee for Region 6 asks the U.S.
Bankruptcy Court for the Eastern District of Texas dismiss the
Chapter 11 case of Peregrine Development, LLC; or convert it under
Chapter 7 of the Bankruptcy Code.

According to the U.S. Trustee, the Debtor failed to abide by:
these obligations in these respects:

   -- the Debtor has failed to file monthly operating reports for
   the months of July, August and September 2011.  There is no
   current accounting for the assets of the estate, or for the
   Debtor's business and financial activities.

   -- The Debtor has underpaid its quarterly fee obligation;

   -- The Debtor has failed to provide proof of current casualty
   or liability insurance coverage on the metal building that it
   leases to certain tenants.

The U.S. Trustee notes that the Debtor's Chapter 11 case has now
been pending for approximately five months.  In early September
2011, the Debtor's counsel represented that a plan of
reorganization would shortly be filed.  No plan or disclosure
statement have been filed.

The U.S. Trustee is represented by:

         Timothy W. O'Neal, Esq.
         300 Plaza Tower
         110 N. College
         Tyler, Texas 75702
         Tel: (903) 590-1450 ext. 215
         Fax: (903) 590-1461

                 About Peregrine Development, LLC

Peregrine Development, LLC, in Lewisville, Texas, owns certain
undeveloped real property in Denton County, Texas.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case
No. 11-41449) on May 3, 2011, represented by Michael R. Rochelle,
Esq., at Rochelle McCullough L.L.P.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Arthur James,
II, manager.


PETROLEUM & FRANCHISE: Court Confirms Third Amended Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut, on
Oct. 21, 2011, confirmed the Third Amended Plan of Reorganization
for Petroleum & Franchise Capital LLC and Petroleum & Franchise
Funding LLC, dated Sept. 12, 2011 (as subsequently technically
amended on Sept. 21, 2011, and supplemented by the Plan
Supplement, and as the same has been or may be further amended,
supplemented or modified, the Plan").

The Impaired Class that was entitled to vote to accept or reject
the Plan -- Class 2: DZ Bank Secured Claim Class -- voted
unanimously in favor of the Plan.

A copy of the confirmation order is available for free at:

     http://bankrupt.com/misc/petroleum&franchise.dkt355.pdf

As reported in the TCR on Sept. 27, 2011, under the Plan, DZ
Bank's secured claim will be allowed in the principal amount of
$53,995,665, plus certain interest amounts, fees and expenses.

Each Holder of an Allowed General Unsecured Claim in Class 3 will
receive from the applicable Debtor and Reorganized Debtor Cash
payments (i) necessary to leave unaltered the legal, equitable,
and contractual rights to which the Holder of an Allowed Unsecured
Claimant is entitled, or (ii) necessary to cure any default that
occurred before or after the commencement of the Bankruptcy Cases,
and reinstates the maturity of the Allowed Unsecured Claim.
Allowed General Unsecured Claims are estimated to total $600,000.

The Holders of all Allowed Interests in Debtors will retain their
Interests in those Debtors, as reorganized under the terms of the
Plan.  Interests in Class 4 are Unimpaired.  Each Holder of an
Allowed Interest will be conclusively deemed to have accepted the
Plan pursuant to Section 1126(f) of the Bankruptcy Code, and,
accordingly, will not be entitled to vote to accept or reject the
Plan.

A full-text copy of the Third Amended Disclosure Statement, dated
Sept. 12, is available for free at:

              http://ResearchArchives.com/t/s?7702

                   About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, P.C., in Bridgeport,
Connecticut, assist the Company in its restructuring effort.  BDO
USA, LLP, serves as the Company's accountants.  The Company
estimated assets and debts at $50 million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition (Case No. 10-51467) on June 23,
2010, disclosing $66,132,915 in assets and $54,782,604 in
liabilities as of the Chapter 11 filing.


PETTERS COMPANY: Trustee Taps Boies Schiller as Special Counsel
---------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee for the bankruptcy
estates of Petters Company, Inc., et al., asks the U.S. Bankruptcy
Court for the District of Minnesota for permission to employ
Boies, Schiller & Flexner, LLP, as his special counsel.

BSF will advise and represent the Trustee with respect to
adversary proceeding no. 10-04443 entitled, Douglas A. Kelley,
Trustee for Petters Company, Inc., and Petters Group Worldwide,
LLC, John R. Stoebner, Trustee for Polaroid Corporation, et al.,
and Randall L. Seaver, Trustee for Petters Capital, LLC,
Plaintiffs, vs. JPMorgan Chase & Co., JPMorgan Chase Bank, N.A.,
One Equity Partners LLC, Jacques A. Nasser, Lee M. Gardner,
Charles F. Auster, James W. Koven, Rick A. Lazio, J. Michael
Pocock, William L. Flaherty and Ira H. Parker, defendants.

The Trustee does not believe that the retention of BSF will be
duplicative of services being provided by other attorneys or
firms.  BSF will be working with and assisting the law firm of
Fruth, Jamison & Elsass, PLLC, in conjunction with the JPMorgan
Litigation.

To the best of Trustee's knowledge, neither BSF nor any of its
partners or employees hold or represent any material interest
adverse to the Trustee, the Debtors, the United States Trustee,
employees of the United States Trustee, or their respective
attorneys.

The following are or may be creditors of the Debtors who have been
identified as current clients of BSF on matters entirely unrelated
to these Debtors and the JPMorgan litigation: Amex, Comcast
and Qwest.

BSF anticipates being engaged by multiple parties in the JPMorgan
Litigation against certain parties on behalf of the following
entities as co-plaintiffs:

a. BSF anticipates being retained by John R. Stoebner, Chapter 7
Trustee of affiliated debtors in jointly administered bankruptcy
cases titled In re Polaroid Corporation, et al., currently pending
before the United States Bankruptcy Court for the District of
Minnesota, Case No. 08-46617; and

b. BSF anticipates being retained by Randall L. Seaver, the
Chapter 7 Trustee of Petters Capital, LLC, currently pending
before the United States Bankruptcy Court for the District of
Minnesota, Case No. 09-43847.
The Trustee believes these representations do not constitute
conflicts, but may be "connections" within the meaning of Rule
2014, and are therefore disclosed.  Trustee waives any conflict
arising out of the same.

The current hourly rates of attorneys and legal staff currently
expected to provide services to the Trustee are:

                    Name                   Hourly Rate

         Richard B. Drubel (Partner)           $850
         Kimberly Schultz (Counsel)            $590
         Matthew Henken (Associate)            $560
         Ethan Frechette (Associate)           $420
         Ann Fraser (Paralegal)                $160
         Darci Blanchard (Legal Assist.)       $130

                       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.  The
trustee tapped aynes and Boone, LLP as special counsel, and Martin
J. McKinley as his financial advisor.

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.


PETTERS COMPANY: Trustee Can Employ LM+Co as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
approved the application of Douglas A. Kelley, the Chapter 11
Trustee for the bankruptcy estates of Petters Company, Inc., et
al., to employ Loughlin Meghji + Company as his financial advisor,
effective Sept. 23, 2011.

Loughlin Meghji + Company will submit invoices to the Trustee and
the Trustee is authorized to pay 80% of Loughlin Meghji +
Company's fees and 100% of expenses from available funds pending
court approval of such fees and expenses pursuant to the
procedures contained in Instruction 9(c) of this Court's published
Instructions for Filing a Chapter 11 Case.

As reported in the TCR on Oct. 20, 2011, the services to be
rendered by LM+Co are necessary to enable Trustee to faithfully
execute its statutory duties.  LM+Co will, among other things:

   i) review various expert reports and depositions and related
   information filed with the Court in connection with the
   trustee's Motion dated April 6, 2011, to substantively
   consolidate certain of the Debtors' estates;

  ii) review and evaluate all rebuttal expert reports prepared on
   behalf of objecting parties in the matter; and

iii) review related Court transcripts and motions made on behalf
   of the trustee and objecting parties.

Kenneth Simon, managing director of LM+Co told the Court that his
hourly rate is $695, and the hourly rates of the firm's personnel
are:

         Principal/Managing Director     $695 - $795
         Director                        $550 - $650
         Vice President                     $475
         Senior Associate                   $425
         Associate                          $375
         Analyst                            $300
         Paraprofessional                   $150

Mr. Simon assured the Court that LM+Co is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                       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.  The
trustee tapped aynes and Boone, LLP as special counsel, and Martin
J. McKinley as his financial advisor.

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.


PETTERS COMPANY: Trustee Can Hire Martin McKinley as Fin'l Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
approved the application of Douglas A. Kelley, the Chapter 11
Trustee for the bankruptcy estates of Petters Company, Inc., to
employ Martin J. McKinley as his financial advisor, effective
Sept. 20, 2011.

Martin J. McKinley will submit invoices to the Trustee and the
Trustee is authorized to pay 80% of Mr. McKinley's fees and 100%
of expenses from available funds pending court approval of such
fees and expenses pursuant to the procedures contained in
Instruction 9(c) of this Court's published Instructions for Filing
a Chapter 11 Case.

As reported in the TCR on Oct. 20, 2011, Mr. McKinley will, among
other things:

   1) review related Court transcripts and motions made on behalf
   of the Trustee and objecting parties;

  ii) prepare an expert report in support of the Trustee's
   substantive consolidation motion and the adversary proceedings;
   and

iii) provide other financial advisory services, including expert
   testimony, as may be necessary in connection with the
   substantive consolidation motion and the adversary proceedings
   as may be mutually agreed by McKinley and trustee.

The current hourly rate of Mr. McKinley is $700 per hour.

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

                       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.  The
trustee tapped aynes and Boone, LLP as special counsel, and Martin
J. McKinley as his financial advisor.

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.


PETTERS COMPANY: Court Okays Stipulation Governing PwC Retention
----------------------------------------------------------------
In connection with JPMC Litigation that were filed by the Trustees
against defendants JPMorgan Chase & Co., et al., the U.S.
Bankruptcy Court for the District of Minnesota approved, on
Oct. 25, 2011, the Stipulation Governing Retention of
PricewaterhouseCoopers LLP, by and between the defendants, the
Trustees, and PricewaterhouseCoopers LLP.

The Court ordered that:

1. Services to the Trustees by PwC in connection with the
   Adversary Proceedings, the Receivership Action or any other
   pending or future litigation by the Trustees against JPMC will
   be strictly limited to the following:

    (a) Document management, including indexing, correlating and
        assisting with searches and retrieval of documents from
        various databases including but not limited to the
        Stratify and Enterprise Vault databases;

    (b) Investigating, tracing and summarizing the use and flow of
        funds relevant to the JPMC Litigation; and

    (c) Providing testimony and consulting services limited solely
        to the services described in paragraph 1(a)-(b) insofar as
        they are relevant to the JPMC Litigation.  PwC will not
        provide consulting services or testimony regarding JPMC's
        state of knowledge or intent, JPMC's good faith, or
        alleged lack thereof, or the propriety of JPMC's conduct
        in connection with any transaction involving JPMC.

2. Other than with respect to activities described in Paragraph 1,
   PwC will not serve as a consulting expert or expert witness in
   connection with the JPMC Litigation.

3. PwC will maintain, for the duration of the Engagements, ethical
   walls in place to ensure that there is no sharing of
   information between any partner, employee, affiliate,
   contractor, or consultant of PwC assigned to the Engagements
   and any partner, employee, affiliate, contractor, or consultant
   of PwC that has or will perform any work on behalf of JPMC,
   including, but not limited to, audits of JPMC's financial
   statements.

The  actions that were filed against JPMC in the Chapter 11 cases
of Petters Company, Inc., et al. (jointly administered under Case
No. 08-45257), the Chapter 7 cases of Polaroid Corporation, et al.
(jointly administered under Case No. 08-46617), and the Chapter 7
case of Petters Capital, LLC (Case No. 09-43847), are:

   * Adversary Proceedings Nos. 10-04443, 10-04444, 10-04445,
entitled, Douglas A. Kelley, in his Capacity as the Court-
Appointed Chapter 11 Trustee of Debtors Petters Company, Inc., and
Petters Group Worldwide, LLC, John R. Stoebner Trustee For
Polaroid Corporation, et al., and Randall L. Seaver Trustee For
Petters Capital, LLC, Plaintiffs, vs. JPMorgan Chase & Co.,
JPMorgan Chase Bank, N.A., and One Equity Partners LLC, Jacques A.
Nasser, Lee M. Gardner, Charles F. Auster, James W. Koven, Rick A.
Lazio, J. Michael Pocock, William L. Flaherty and Ira H. Parker,
Defendants; and

   * Adversary Proceeding No. 10-04446, entitled, Douglas A.
Kelley, in his capacity as the court appointed Chapter 11 Trustee
of Debtor Petters Group Worldwide, LLC, Plaintiff, vs. JPMorgan
Chase & Co., and JPMorgan Chase Bank, N.A., Defendants.

                       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.  The
trustee tapped aynes and Boone, LLP as special counsel, and Martin
J. McKinley as his financial advisor.

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.


PHI GROUP: Delays Filing of Fiscal Q1 Form 10-Q
-----------------------------------------------
PHI Group, Inc., was unable to file, without unreasonable effort
and expense, its Form 10-Q for the fiscal quarter ended Sept. 30,
2011, due to the requirement for additional time by the auditors
to review its financial information to be included in the
referenced Form 10-Q.

                          About PHI Group

Huntington Beach, Calif.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

Dave Banerjee CPA, in Woodland Hills, Calif., expressed
substantial doubt about PHI Group'ability to continue as a going
concern.  The independent auditors noted that the Company has
accumulated deficit of $28,177,788 and net loss amounting
$1,178,297 for the year ended June 30, 2011.

The Company reported a net loss of $1.2 million on $409,317 of
revenue for the fiscal year ended June 30, 2011, compared with a
net loss of $3.6 million on $83,990 of revenue for the fiscal year
ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $1.6 million
in total assets, $9.2 million in total liabilities, and a
stockholders' deficit of $7.6 million.


PHOENIX ENVIRONMENTAL: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Phoenix Environmental, LLC
        P.O. Box 1856
        Hobbs, NM 88241-0856

Bankruptcy Case No.: 11-15031

Chapter 11 Petition Date: November 20, 2011

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Louis Puccini, Jr., Esq.
                  PUCCINI LAW, P.A.
                  P.O. Box 50700
                  Albuquerque, NM 87181-0700
                  Tel: (505) 255-0202
                  Fax: (505) 255-8726
                  E-mail: puccinilaw@puccinilaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nmb11-15031.pdf

The petition was signed by Everett A. Hodge, II, organizer.


PIEDMONT CENTER: Court OKs Analytical Consultants as Appraiser
--------------------------------------------------------------
The Chapter 11 trustee in the case of Piedmont Center Investments,
LLC, sought and obtained permission from the U.S. Bankruptcy Court
for the Eastern District of North Carolina for permission to
employ Analytical Consultants to appraise the commercial real
property of the Debtor.

Paul L. Snow, president of Analytical Consultants, tells the Court
that the firm has agreed to appraise seven properties for $5,000
per property.  The trustee has agreed to pay $15,000 by Oct. 18,
2011, $6,000 by Nov. 18, and the remaining $14,000 to be paid
within 30 days of delivery of the completed appraisals.
Analytical Consultants will also be reimbursed at the rate of $225
per hour for additional work on the project after the initial
report delivery, including court preparation and testimony.

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

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  The Debtor disclosed $48,995,899 in assets
and $35,271,436 in liabilities as of the Petition Date.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq. --
jangell@hsfh.com and nbrown@hsfh.com -- at Howard, Stallings,
From & Hutson, P.A.


POLK COUNTY BANK: Closed; Grinnell State Bank Assumes Deposits
--------------------------------------------------------------
Polk County Bank of Johnston, Iowa, was closed Friday, Nov. 18,
2011, by the Iowa Division of Banking, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Grinnell State Bank of Grinnell, Iowa, to assume
all of the deposits of Polk County Bank.

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

As of Sept. 30, 2011, Polk County Bank had around $91.6 million in
total assets and $82.0 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, Grinnell State
Bank agreed to purchase essentially all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-331-6306.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $12.0 million.  Compared to other alternatives, Grinnell
State Bank's acquisition was the least costly resolution for the
FDIC's DIF.  Polk County Bank is the 89th FDIC-insured institution
to fail in the nation this year, and the first in Iowa.  The last
FDIC-insured institution closed in the state was Vantus Bank in
Sioux City, on Sept. 4, 2009.


POST 240: Files Schedules of Assets and Liabilities
---------------------------------------------------
Post 240 Partners, LP, filed with the U.S. Bankruptcy Court for
the Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property              $517,702
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $55,028,579
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,095,221
                                 -----------      -----------
        TOTAL                     $517,702 +      $56,123,800
                                  Unknown

A full-text copy of the Debtor's schedules is available for free
at http://bankrupt.com/misc/POST240_sal.pdf

San Francisco, Calif.-based Post 240 Partners, LP, aka Festival
Retail Fund 1 228 Post Street, LP, filed for Chapter 11 bankruptcy
(Bank. N.D. Calif. Case No. 11-33788) on Oct. 19, 2011.  The
Debtor estimated both assets and debts of $50 million to $100
million.  An affiliate, Post Street LLC, filed for bankruptcy in
June.

Mark Schurgin signed the petition as president of general partner
FRF1 228 Post Street, LLC.

Harden Alexander Fisch, Esq., at Stutman, Treister and Glatt, in
Los Angeles, California, serves at the Debtor's counsel.


PRESIDENTIAL REALTY: Has $4.1MM in Net Assets in Liquidation
------------------------------------------------------------
Presidential Realty Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
a consolidated statement of net assets as of Sept. 30, 2011,
showed $7.73 million in total assets, $3.64 million in total
liabilities and $4.09 million in net assets in liquidation.

The quarterly report did not include a consolidated statement of
operations and a consolidated statement of cash flows.

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

                        http://is.gd/9M6ckF

                      About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

The Company's consolidated statement of net assets as of June 30,
2011, showed $8.1 million in total assets, $3.7 million in total
liabilities, and net assets of $4.4 million.


PROPER POWER: Incurs $31,000 Net Loss in Third Quarter
------------------------------------------------------
Proper Power and Energy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $31,103 on $5,138 of net lease loss for the three
months ended Sept. 30, 2011, compared with a net loss of $21,824
on $0 of net lease income for the same period a year ago.

The Company also reported a net loss of $156,086 on $8,813 of net
lease loss for the nine months ended Sept. 30, 2011, compared with
a net loss of $98,240 on $0 of net lease income for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.07 million in total assets, $1.24 million in total liabilities,
and a $174,474 total stockholders' deficit.

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

                        http://is.gd/XH4XnV

                        About Proper Power

Tampa, Florida-based Proper Power and Energy, Inc. is an oil and
natural gas exploration company, whose growth strategy is to
acquire mineral rights and search for and develop known reserves
for further production, through an efficient scientific approach
toward exploration.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt Proper Power and Energy,'s ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company is without significant
operating revenues and has losses from operations and has an
accumulated deficit.


PURSELL HOLDINGS: Cash Collateral Hearing Continued Until Dec. 6
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri has
continued until Dec. 6, 2011, at 1:30 p.m., the hearing to
consider Pursell Holdings, LLC's request to use the cash
collateral of Metcalf Bank.

The Bank, a secured lender to the Debtor asserts that as of the
Petition Date, the outstanding principal amount of the Promissory
Note was approximately $1,665,116.  The lender has real estate
collateral to secure its loan appraised at $1,850,000 on its first
lien and $450,000 on its second lien for total real estate
collateral valued at $2,300,000.

The Debtor will use the cash collateral to pay:

   -- $38,460 in tenant improvement costs;
   -- $6,444 for tenant broker fees;
   -- $5,318 for postpetition insurance expenses plus $782 per
      month for insurance through the Effective Date of the Plan;
      and
   -- $32,596 for an escrow to pay the 2011 Real Estate Taxes on
      Lot 1 of the Buckeye Industrial Park when they are due plus
      $3,259 additional for each month to add to the real estate
      tax escrow through the Effective Date of the Plan.

According to the Debtor, the lender's interest in its cash
collateral is adequately protected by the lender's substantial
equity cushion in its real estate collateral and by the Debtor's
proposed use of the cash collateral which benefits the lender's
interests in Lot 1 of the Buckeye Industrial Park.

                    About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Pursell Holdings LLC have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.  The Debtor's proposed Plan of
Reorganization was filed on Oct. 3, 2011.


PURSELL HOLDINGS: Wants Plan Exclusivity Until Dec. 30
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri has
continued until Dec. 6, 2011, at 1:30 p.m., the hearing to
consider Pursell Holdings, LLC's third motion to extend its
exclusive period to solicit acceptances for the proposed Chapter
11 Plan.

The Debtor has asked the Court to extend its exclusive
solicitation period from Nov. 21, 2011, to Dec. 30, 2011, so that
it can complete the balloting before a confirmation hearing is
held.

As reported in the Troubled Company Reporter on Oct. 28, 2011,
under the plan, administrative expenses and other allowed claims
will be treated in a manner consistent with the requirements of
the Bankruptcy Code.  The holders of secured allowed claims, are
classified separately within Classes 1 through 12.  The holders of
unsecured allowed claims with priority are classified separately
within Class 13.  The holders of general unsecured Allowed Claims
are classified as Class 14.  The holders of contingent,
unliquidated secured Claims are classified as Class 15.  The
Claims by the equity owners of the Debtor are classified as Class
16 claims.  These holders will receive the treatment specified for
such Classes in the Plan.

The Debtor will execute the Plan through a continuation of its
operations as contemplated under the Plan.  The operation of the
Debtor's commercial leasing business is expected to generate
sufficient operating revenue to pay all secured Allowed Claims
over an extended period of time in accordance with the Plan, to
pay allowed administrative claims, and to pay the proposed
dividend to unsecured Allowed Claims in accordance with the Plan.

The Debtor's Agreements with Morrill & Janes Bank, Bank Liberty,
and Pony Express Bank provide for the orderly liquidation of its
remaining residential real estate holdings without further
burdening the Debtor's commercial leasing business.  The Debtor's
only remaining real estate will be commercial property.  The
Debtor will continue to retain its membership interest in North
River Holding, LLC, but it has not guaranteed its debt and has no
obligation to make capital contributions under its membership
agreement.  The separation of the residential development business
from the remaining commercial real estate leasing business should
allow the Debtor to ultimately regain its financial footing.

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

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

                    About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Pursell Holdings LLC have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.   The Debtor's proposed Plan of
eorganization was filed on Oct. 3, 2011.


R&G FINANCIAL: FDIC Objects to Amended Liquidation Plan
-------------------------------------------------------
BankruptcyData.com reports that the Federal Deposit Insurance
Corporation filed with the U.S. Bankruptcy Court an objection to
R&G Financial's Second Amended Plan of Liquidation.

According to BData, the objection explains, "The FDIC-R's
objections to the Plan fall into several categories. First the
Plan impermissibly classifies the FDIC-R's claims, lumping
dissimilar general unsecured and unsecured priority claims and
failing to classify and separately treat the FDIC-R's secured
claim arising from its set-off rights. Second, the Plan would
release the FDIC-R's deposit liability lien, effectively denying
FDIC-R's set-off rights without any judicial determination. Third,
the Plan provides that certain management fees to Wilmington
Trust, the largest unsecured creditor, would be paid before the
FDIC-R and other unsecured creditors when, as a matter of law,
such fees are not entitled to any priority, violating the absolute
priority rule. Fourth, the Plan has impermissibly broad injunction
and release language."

Separately, the FDIC also objected to the professional fees
applied for by Wilmington Trust, as indenture trustee, in the R&G
Financial case. Court documents state, among other things, "The
FDIC-R objects to the WTC Fee Application because the WTC fees
were incurred for the exclusive benefit of WTC and have not
provided any 'substantial contribution' to the Debtor's estate and
therefore do not qualify as administrative expenses under Section
503(b) of the Bankruptcy Code. Accordingly, the WTC fees are not
entitled to priority over claims of other unsecured creditors, so
permitting payment of the fees would violate the absolute priority
rule."

As reported in the Troubled Company Reporter on Nov. 11, 2011,
R&G Financial 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 million 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
US$385 million, will also recover 0.30% to 2.3% of their allowed
claim.  Secured claims and priority claims not filed by the FDIC
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.


RADHA KRISHNA: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Radha Krishna Lodging, Inc.
        950 South Grand Ave.
        Fowlerville, MI 48836

Bankruptcy Case No.: 11-35243

Chapter 11 Petition Date: November 16, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: Robert A. Peurach, Esq.
                  DAKMAK PEURACH, P.C.
                  615 Griswold, Ste. 600
                  Detroit, MI 48226
                  Tel: (313) 964-0800
                  E-mail: rpeurach@gdakmak.com

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

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

A copy of the list of six largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb11-35243.pdf

The petition was signed by Harshad B. Patel, president.


RCR PLUMBING: Section 341(a) Meeting Scheduled for Dec. 9
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of RCR
Plumbing and Mechanical Inc.'s creditors on Dec. 9, 2011, at
10:00 a.m., at 3685 Main Street, Room 200A, in Riverside,
California.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                         About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.


RCR PLUMBING: U.S. Trustee Appoints 7-Member Creditors Panel
------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appointed seven
members to serve on the Committee of Creditors Holding Unsecured
Claims in the bankruptcy case of RCR Plumbing and Mechanical,
Inc.:

          1. Eli J. Karpeles
             Attorney For Hajoca Corporation/HD Supply
             8383 Wilshire Blvd. #346
             Beverly Hills, CA 90211
             Tel: (323) 7821344
             E-mail: ejkarpeles@sbcglobal.net

          2. Judy Waters
             Director of Credit Sacramento Windustrial Co.
             3110 Kettering Blvd.
             Dayton, OH 45439
             Tel: (937) 531-6381
             E-mail: jlwaters@winwholesale.com

          3. Peter Kravitz, Joseph Cho, and Ronald Bae
             Aequitas Law Group
             2920 Century Park East, 14th Fl.
             Los Angeles, CA 90067
             Tel: (310) 867-2744
             Fax: (310)974-6350
             E-mail: jcho@aequitaslawgroup.com
                     rbae@aequitaslawgroup.com

          4. Greg Goatcher, President
             Winnelson - Riverside
             22070 Commerce Way
             Grand Terrace, CA 92313
             Tel: (909) 825-9466
             E-mail: ggoatcher@winnelson.com

          5. Leticia De Paz
             Credit Manager
             Hirsch Pipe & Supply
             15025 Oxnard Street
             Van Nuys, CA 91411
             Tel: (818) 756-0911
             E-mail: letty@hirsch.com

          6. Michael H. Nguyen
             Senior Credit Manager
             Ferguson Enterprises
             2750 S. Towne Ave.
             Pomona, CA 91766
             Tel: (773) 454-1144
             E-mail: Michael.nguyen@ferguson.com

          7. Tom Kirkmeyer
             President
             Fiber Care Baths, Inc.
             9582 Yucca Road
             Adelanto, CA 92301
             Tel: (760) 246-0019
             E-mail: Tom.kirkmeyer@fibercarbats.com

                        About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq., at Weiland, Golden, Smiley Wang Ekvall & Strok
LLP, serve as the Debtor's counsel.  Kurtzman Carson Consultants
LLC serves as noticing agent.  In its petition, RCR Plumbing
estimated $10 million to $50 million in assets and debts.  The
petition was signed by Robert C. Richey, president/CEO.


R.E. LOANS: Wants to Hire Land Advisors as Real Estate Broker
-------------------------------------------------------------
R.E. Loans LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas for permission to employ
Land Advisors Organization as real estate broker to sell the
Debtors' properties.

The firm agreed to accept as compensation for its services a
commission of 2% of the gross sales price.

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

                         About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
chief restructuring officer.  The Debtors tapped Hines Smith
Carder as their litigation and outside general counsel.  R.E.
Loans disclosed $713,622,015 in assets and $886,002,786 in
liabilities as of the Chapter 11 filing.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


REAL MEX: Files Schedules of Assets and Liabilities
---------------------------------------------------
Real Mex Restaurants Inc., filed the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $345,530,940
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $167,449,073
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                   $345,530,940     $167,449,073

Debtor-affiliates also filed their respective schedules,
disclosing:

   Company                      Assets             Liabilities
   -------                      ------             -----------
1. Acapulco Restaurant of
     Downey, Inc.                $1,790,850        $167,503,933

2. Acapulco Restaurant of
     Ventura, Inc.                  $17,499        $167,818,406

3. Real Mex Foods, Inc.         $17,541,661        $183,436,149

4. Acapulco Restaurants, Inc.    $1,226,282        $403,861,029

5. Murray Pacific                        $0        $167,449,073

6. RM Restaurant Holding Corp.     $579,411        $167,449,073

7. Chevys Restaurant, LLC       $32,597,060        $226,655,817

8. CKR Acquisition Corp.                 $0        $167,449,073

9. El Torito Franchising Company         $0        $167,449,073

10. Acapulco Mark Corp.                  $0        $167,449,073

11. Acapulco Restaurant of
      Westwood, Inc.               $129,498        $167,803,574

12. El Torito Restaurants, Inc. $33,083,817        $210,294,582

13. TARV, Inc.                           $0        $167,449,073

14. Acapulco Restaurant of
      Moreno Valley, Inc.           $103,642       $167,540,764

15. El Paso Cantina, Inc.         $1,551,391      $167,581,878

16. ALA Design, Inc.                      $0      $167,449,073

                          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 Sets Dec. 16 as Claims Bar Date
-----------------------------------------------
The Bankruptcy Court established Dec. 16, 2011, at 4:00 p.m.
prevailing Eastern Time, as the last date and time for each person
or entity and April 2, 2012, at 4:00 p.m. prevailing Eastern Time,
as the last day for governmental units, as defined in section
101(27) of the Bankruptcy Code, to file a proof of claim in the
bankruptcy cases of Real Mex Restaurants, Inc., and its debtor-
affiliates.

All original proofs of claim must be filed with the Debtors'
claims agent, Epiq Bankruptcy Solutions, LLC, so as to be received
by Epiq on or before Dec. 16, 2011, at 4:00 p.m. (prevailing
Eastern Time):

     If sent by mail:

          Real Mex Restaurants, Inc. Claims Processing Center
          c/o Epiq Bankruptcy Solutions, LLC
          FDR Station, P.O. Box 5269
          New York, NY 10150-5269

     If sent by messenger or overnight courier:

          Real Mex Restaurants, Inc. Claims Processing Center
          c/o Epiq Bankruptcy Solutions, LLC
          757 Third Avenue, 3rd Floor
          New York, NY 10017

                          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.

The official committee of unsecured creditors appointed in the
case retained Kelley Drye & Warren as counsel; Cole, Schotz,
Meisel, Forman & Leonard as co-counsel; and Duff & Phelps
Securities as financial advisor.


REAL MEX: Gets Final Order to Obtain DIP Loan from GE Capital
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Real Mex Restaurants, Inc., et al., to (i)
borrow under a DIP financing credit agreement syndicated by
General Electric Capital Corporation, as administrative agent and
collateral agent, and GE Franchise Finance Commercial LLC; and
(ii) use cash collateral of prepetition secured parties.

As reported in the Troubled Company Reporter on Oct. 11, 2011, the
DIP lenders have committed to provide a letter of credit facility
of up to $20 million and a revolving credit facility of up to
$29 million.

On Oct. 6, 2011, Real Mex Restaurants, Inc., et al., entered into
a Senior Secured Priming and Superpriority Debtor-In-Possession
Credit Agreement, by and among the Debtors and General Electric
Capital Corporation, as administrative agent and agent, and the
other financial institutions party thereto, as Lenders.

The Debtor's obligations under the DIP Credit Agreement and the
other related loan documents are guaranteed unconditionally,
jointly and severally, by RM Holding Corp.  As security for the
performance of the obligations of the Debtors under the DIP Credit
Agreement and related loan documents, the DIP Agent, for the
benefit of itself and the other DIP Secured Parties, have been
granted a security interest in and lien on substantially all of
the Debtors' property, having the priority and subject to the
terms and conditions set forth in the DIP Credit Agreement.

A copy of the DIP Credit Agreement is available for free at:

                       http://is.gd/EmuVIE

                          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: Taps Imperial Capital as Financial Advisor
----------------------------------------------------
Real Mex Restaurants Inc. and its affiliated debtors seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Imperial Capital LLC as its financial advisor and
investment banker.

As financial advisor, Imperial Capital will assist the Debtors in
developing a potential restructuring plan, financing or sale
transaction, in preparing solicitation materials, and in
identifying and contacting qualified buyers to participate in the
financing or sale transaction.

The firm will also be tasked to provide an analysis of the
Debtors' business, properties, management and financial condition.

In exchange for its services, Imperial Capital will be paid a
monthly advisory fee of $125,000, and will receive a
restructuring, financing or sale transaction fees.  The firm will
also be reimbursed for its expenses.

The Debtors also agreed to indemnify the firm for any liability
resulting from its employment.

In court papers, Imperial Capital assured the Court that it does
not hold or represent interest adverse to the Debtors or their
estates.

                          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.


REID PARK: Amends Plan to Identify Source of New Investment
-----------------------------------------------------------
Reid Park Properties LLC has filed a third amended disclosure
statement in support of its second amended plan of reorganization
dated Nov. 2, 2011.

The Debtor's Plan is a new value Plan which will require the
infusion of cash into the Reorganized Debtor through capital
contributions made by a new participating investor.  A portion of
the cash will be used to make improvements and repairs to the
Hotel, which will in turn allow the Debtor to become more
profitable and increase its competition with other properties in
the area.  After the payment of certain expenses made pursuant to
the Plan, the bulk of the new funds, approximately $1.15 million,
will be maintained as a Capital Reserve.  The Capital Reserve will
be held by Debtor and used for operating expenses, debt service,
if needed, and may be used to fund improvements or unexpected
repairs.  The capital reserve will allow Debtor to be prepared to
fund unexpected repairs and/or expenses, and will ensure that the
Reorganized Debtor is able to meet its obligations in the event of
a decrease in revenue.

The new investor providing the new capital will become the
interest holders in the Reorganized Debtor as the current
principals of the Debtor will not retain their interests in the
Debtor.  The Plan contemplates that all creditors will not be paid
the full amount of their allowed claims.  However, creditors will
be paid more than they would be paid if Debtor's assets were
liquidated.  The new capital investment, in conjunction with the
property's revenues and inherent future appreciation, will provide
the funds necessary to pay creditors under the Plan.

The Debtor has obtained a commitment from HSL Properties, Inc.,
and its principal, Humberto Lopez, to provide a new capital
contribution of $2.1 million in consideration for the ownership
interests in the Reorganized Debtor.

The cash infusion necessary to fund the Debtor's Plan will be
provided by a new investor in return for ownership of the equity
of the newly Reorganized Debtor.  Mr. Lopez, as the new equity
owner, will receive a 12% return, paid from net cash flow, on the
new capital contribution.  The payment of this rate of return will
be subordinated to all payments to secured creditors.  The funds
will be made available to Debtor upon entry of a final, non-
appealable Order confirming Debtor's Plan of Reorganization.

The Plan designates 21 Classes of Claims and Interests:

Class 1.  Administrative Claims
Class 2.  Employee Priority Claims
Class 3.  Claims of Governmental Units
Class 4.  Secured Ad Valorem Real Property Tax Claims
Class 5.  Secured Claim of LNR Partners
Class 6.  Deficiency Claims of LNR Partners
Class 7.  Second Lien Claim of Arbor Realty Funding
Class 8.  Secured Claim of Lloyd Construction
Class 9.  Secured Claim of Ford Motor Credit Company
Class 10. Secured Claim of TCR Equipment Services
Class 11. Secured Claim of Toyota Motor Credit
Class 12. Secured Claim of PNC Equipment Finance
Class 13. Secured Claim of PNC Equipment Finance
Class 14. Secured Claim of EZ Trading, LLC
Class 15. Secured Claim of Leaf Funding, Inc
Class 16. Secured Claim of TCF Equipment Services
Class 17. Unsecured Deficiency Claims and Unsecured Claims
Class 18. Administrative Convenience Claims
Class 19. Interest of Pre-Petition Equity Holders
Class 20. Contingent, Unliquidated and Disputed Claims
Class 21. Claims of Participating Investors

Except for of Administrative Claims (Class 1) and Claims
of Participating Investors (Class 21), all claims are Impaired
under the Plan.

The treatment of the classes of claims under the plan are:

     A. Class 1 will be paid in cash on the later of the Effective
        Date or the date on which the claim becomes allowed.  The
        Debtor estimates that these claims will total over
        $100,000.

     B. Class 2 will not be paid cash for their allowed claim but
        will be entitled to the vacation days, sick days and
        holidays earned.  Claimants who no longer work for the
        Debtor will be paid the cash value of their claims 30 days
        after the effective date of the Plan.  The Debtor
        estimates claims in this class of $158,966.00.

     C. Class 3 will retain its lien having an aggregate principal
        amount sufficient to satisfy the allowed claim.  Payments
        will be made in equal monthly installments of principal,
        along with accrued interest, in deferred cash payments
        over a period not to exceed five years from date of
        petition.  The Debtor estimates tax claims in the amount
        of $283,817.24.

     D. Class 4 will retain its lien having an aggregate principal
        amount sufficient to satisfy the allowed claim.  Payments
        will be made in equal monthly installments of principal,
        along with accrued interest, in deferred cash payments
        over a period not to exceed five years.

     E. Class 5 claims will be paid through a 5% promissory note
        and deed of trust.  The note and all accrued and unpaid
        interest will be due and payable in full on the 23rd
        anniversary of the Effective Date.  A proof of claim has
        been filed in this class in the amount of $33,519,478.03,
        including a prepayment penalty.  The Debtor objects to the
        amount of this claim and estimates that the aggregate
        allowed claim for classes 5 and 6 will be $28,957,734.54,
        the amount of the Claim without the prepayment penalty.

     F. Class 6 claim will be paid over time from the interest
        paid on the secured claim.  At the end of the 23rd year
        the remainder, if any, of the amount due on the Class 6
        claim will be paid in full.

     G. Class 7 claimant holds a second mortgage on a real
        property in Tucson, Ariz., and is believed to be wholly
        unsecured.  The Class 7 creditor will have its lien
        released upon confirmation of the Plan and its claim will
        be treated as a Class 17 unsecured claim.  A proof of
        claim has been filed for $5,521,894.65 and the Debtor
        believes the entire claim is unsecured.

     H. Class 8 claims will be paid annual payments in an amount
        equal to 30% of net cash flow starting one year after the
        Effective Date.  Payments will continue on a yearly basis
        until Lloyd is paid the sum of $1,469,681.61 without
        interest.

     I. Classes 9 through 16 will be paid the current market value
        of its allowed secured claim in 60 equal monthly
        installments at 5% interest beginning 30 days after the
        Effective Date.  Any deficiency claim will be treated as a
        Class 17 unsecured claim and paid on a pro-rata basis.

     J. Class 17 claims will be paid, in cash, an amount equal to
        5% of any profits of the business for a period of ten
        years on a pro-rata basis.  Any liens held by the Class 17
        creditors will be null and void and removed as of the
        Effective Date.  The Debtor estimates claims in this class
        may exceed $20,000,000.

     K. Class 18 creditors who elect to have their allowed claims
        of $5,000 or more be treated as Class 18 administrative
        convenience class will be paid $5,000 without interest
        within 180 days of a final, non-appealable order as full
        and final settlement of any claims against Debtor.

     L. Class 19 claims will not receive or retain anything on
        under the Plan.  The Debtor estimates claims in this class
        may exceed $6.9 million.

     M. Class 20 equity interest will not contribute substantial
        capital required to fund the Plan and make capital
        improvements to the property.  The interests of the pre-
        petition equity holders will be extinguished upon Plan
        Confirmation.

     O. Class 21 creditors, consisting of all contingent,
        unliquidated and disputed claims, will receive no
        distribution under the Plan.

     P. Class 22 will contribute an estimated $2.1 million in new
        equity, and will receive a 12% rate of return on the
        investment, subordinated to the allowed claims of secured
        creditors.

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

As reported in the Troubled Company Reporter on Oct. 24, 2011,
the U.S. Bankruptcy Court for the District of Arizona has denied
approval of Reid Park Properties LLC's second amended disclosure
statement dated Sept. 9, 2011, for its first amended plan of
reorganization dated Sept. 9, 2011.

The Court said no information is provided about the source and
terms of a $1.7 million dollar "new money" infusion.  The amended
disclosure statement also fails to disclose the status of a
licensing agreement with Hilton Hotels.  In addition the Debtor
has added numerous provisions to Sections XI and XII, and
creditors are entitled to review those additional terms before an
amended disclosure statement is approved.

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

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


REDDY ICE: Alan Bernon Discloses 6% Equity Stake
------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Alan J. Bernon disclosed that he beneficially owns
1,400,000 shares of common stock of Reddy Ice Holdings, Inc.,
representing 6.0% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/yxmS7l

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

Reddy Ice reported a net loss of $32.50 million on $315.45 million
of revenue for the year ended Dec. 31, 2010, compared with net
income of $14.30 million on $312.33 million of revenue during the
prior year.

The Company also reported a net loss of $36.15 million on $273.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $11.47 million on $260.20 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $460.94
million in total assets, $525.26 million in total liabilities and
a $64.32 million total stockholders' deficit.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered Reddy Ice Holdings, Inc.'s corporate family and
probability-of-default ratings to Caa1 from B3, and its $12
million senior discount notes due 2012 to Caa3 from Caa2. Moody's
also lowered the rating on Reddy Ice Corporation's $300 million
first lien senior secured notes due 2015 to B3 from B2 and the
$139 million second lien notes due 2015 to Caa3 from Caa2. The
ratings outlook remains negative.  The speculative grade liquidity
rating was affirmed at SGL-3.

The ratings downgrade reflects Moody's expectation that Reddy
Ice's operating performance is unlikely to materially improve over
the foreseeable future given the uncertain macro environment and
the competitive nature of the U.S. packaged ice industry.


REDDY ICE: NYSE Accepts Continued Listing Plan
----------------------------------------------
Reddy Ice Holdings, Inc. received notice that the New York Stock
Exchange accepted the Company's plan for continued listing.

As a result, the Company's stock will continue to be listed on the
NYSE, subject to quarterly reviews by the NYSE's Listing and
Compliance Committee to ensure the Company's progress toward its
plan to restore compliance with continued listing standards.  On
Sept. 27, 2011, the Company announced that it was below continued
listing criteria because its average global market capitalization
over a consecutive 30 trading-day period and total stockholders'
equity were each less than $50 million.

Despite the NYSE's acceptance of the Company's plan for continued
listing, the Company remains at risk of non-compliance with other
applicable NYSE continued listing requirements, including the
NYSE's $1.00 average share price requirement.  If the Company
fails to comply with the average share price requirement, the
Company will be required to achieve a $1.00 share price and a
$1.00 average share price over a 30 day period within six months
of the notification letter from the NYSE.

In addition, the Company is required to comply with the NYSE's
minimum global market capitalization standard, which requires the
Company to maintain an average global market capitalization of at
least $15 million over a consecutive 30 trading-day period.
Failure to maintain compliance with this requirement would result
in the NYSE promptly initiating suspension and delisting
procedures.


RICCO INC: John Boyd Company OK'd as Trustee's Mineral Consultants
------------------------------------------------------------------
The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia authorized Robert L. Johns,
trustee of the Chapter 11 case of Ricco Inc., to employ John T.
Boyd Company as his mineral consultants.

The firm is assisting the trustee in determining the extent of
marketable minerals owned by the estate, and the market value and
mineral development potential of those mineral properties, and to
provide other mineral consulting services as may be required by a
trustee.

As reported in the Troubled Company Reporter on Oct. 25, 2011, the
firm will charge $25,000 for consultancy services and $35,000
for valuation services.

The Chapter 11 trustee assured the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                         About Ricco, Inc.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on
January 7, 2010 (Bankr. N.D. W.V. Case No. 10-00023).  Todd
Johnson, Esq., at Johnson Law, PLLC, assists the Company in its
restructuring effort.  The Company has assets of $15,162,600, and
total debts of $4,093,674.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4 appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Ricco, Inc.


ROYAL HOSPITALITY: Ch. 11 Trustee Has Interim Access to Cash
------------------------------------------------------------
The Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court for
the Northern District of New York authorized, in a thirteenth
interim order, Stephen D. Gerling, Esq., the Chapter 11 trustee
for the estates of Royal Hospitality LLC doing business as Comfort
Suites to use the cash collateral.

The trustee may use cash collateral for payment of expenses,
subject to, among other things:

   1. Ittleson Trust is paid $41,000 on or before the fifth day of
   each successive month -- Nov. 5, Dec. 5 and Jan. 5;

   2. Empire State Certified Development Corp., as servicing agent
   for the United States Small Business Administration, is paid
   $8,500 on or before the fifth day of each successive month --
   Nov. 5, Dec. 5 and Jan. 5;

   3. Peter Shabat is paid $1,500, on or before the fifth day of
   each successive month -- Nov. 5, Dec. 5 and Jan. 5;

   4. Marilyn Stark and her sons, George P. Stark and Michael J.
   Stark continue to receive on $1,000 per week from the Debtor
   and George H. Stark receives nothing from the Debtor;

   5. that all fees due to the Office of the U.S. Trustee are
   paid;

   6. the trustee may pay the sum of $5,000 as the expense for
   obtaining his bond; and

   7. the trustee may deposit $12,000 per month for each of the
   nest three months into a separate account, free and clear of
   lien and encumbrances, to fund approved fees and expenses for
   the trustee, and his counsel Green & Seifter, attorneys, as
   allowed ; provided, however that if there are funds available
   in excess of amounts awarded to the trustee and his counsel by
   the final order of the Court, then any liens of the secured
   parties in the funds will reattach in the order of priority.

As adequate protection from diminution in value of the lenders'
collateral, the Debtor will grant secured creditors a replacement
and rollover lien on collateral subject to their secured claims.

A further hearing on cash collateral request is set for Jan. 25,
2012, at 10:30 a.m.

                    About Royal Hospitality LLC

Royal Hospitality LLC, dba Comfort Suites, has been operating the
Comfort Suites in Lake George, New York since May 2007.  It filed
for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 10-13090) on
Aug. 19, 2010.  The Debtor disclosed $13,432,001 in assets and
$11,154,770 in liabilities as of the Petition Date.  Richard L.
Weisz, Esq., at Hodgson Russ LLP, in Albany, N.Y., represents the
Debtor as counsel.


SALLY HOLDINGS: Reports $218.6-Mil. Net Earnings in Fiscal 2011
---------------------------------------------------------------
Sally Holdings LLC filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting net earnings
of $218.59 million on $3.26 billion of net sales for the fiscal
year ended Sept. 30, 2011, compared with net earnings of $148.62
million on $2.91 billion of net sales during the previous year.

The Company also reported earnings before provision for income
taxes of $86.71 million on $837.18 million of total net sales for
the three months ended Sept. 30, 2011, compared with net earnings
before provision for income taxes of $65.58 million on $747.79
million of total net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.72 billion in total assets, $2.01 billion in total liabilities,
and a $281.69 million total members' deficit.

"Our strong fourth quarter performance topped off another superb
year for Sally Beauty Holdings," stated Gary Winterhalter,
President and Chief Executive Officer.  "For the fiscal year,
consolidated sales grew 12% to reach $3.3 billion with same store
sales growth of 6.1% and gross margin expansion of 60 basis
points.  Adjusted EBITDA exceeded the $500 million mark, ending
the year at $503 million for growth of 24%.  We applied our cash
flow to reduce debt by $147 million and increased our store base
by 6.2%, including acquisitions.  We are very pleased with our
2011 results and anticipate that the drivers of our business will
continue to generate strong operational and financial performance
in fiscal 2012."

                         Bankruptcy Warning

Sally Holdings' ability to comply with the covenants and
restrictions contained in the senior credit facilities and the
indentures for the Notes may be affected by economic, financial
and industry conditions beyond the Company's control.  The breach
of any of these covenants and restrictions could result in a
default under either the senior credit facilities or the
indentures that would permit the applicable lenders or note
holders, as the case may be, to declare all amounts outstanding
thereunder to be due and payable, together with accrued and unpaid
interest.  If the Company is unable to repay debt, lenders having
secured obligations, such as the lenders under the senior credit
facilities, could proceed against the collateral securing the
debt.  In any such case, the Company may be unable to borrow under
the senior credit facilities and may not be able to repay the
amounts due under the Term Loans and the Notes.  This could have
serious consequences to the Company's financial condition and
results of operations and could cause the Company to become
bankrupt or insolvent.

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

                        http://is.gd/QViBtD

                        About Sally Holdings

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.

                          *     *     *

As reported by the TCR on Nov. 7, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sally Holdings LLC
to 'BB+' from 'BB'. The rating outlook is positive.

"Standard & Poor's Rating Services' rating reflects our view that
Sally Holdings, which is an indirect wholly owned subsidiary of
Sally Beauty Holdings Inc., will continue its positive momentum
with organic sales growth of 5% to 7%, positive comparable-store
sales, modest gross margin improvement, and continued debt
reduction, resulting in improving credit protection measures over
the next 12 months," said Standard & Poor's credit analyst Jayne
Ross.

It has 'B2' corporate family and probability of default ratings
from Moody's.


SAND SPRING: Taps Young Conaway to Handle Reorganization Case
-------------------------------------------------------------
Sand Spring Capital III, LLC, et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Young
Conaway Stargatt & Taylor, LLP as counsel.

The principal attorneys and paralegal designated to represent the
Debtors and their hourly rates are:

         Michael R. Nestor, partner           $625
         Kenneth J. Enos, associate           $375
         Justin P. Duda, associate            $290
         Chad A. Corrazza, paralegal          $130

Mr. Nestor tells the Court that on Dec. 9, 2010, Young Conaway
received a $150,000 retainer for services rendered prepetition.
In addition, within 90 days immediately after the Petition Date,
Young Conaway received these additional amounts from the Debtors
in connection with their representation of the Debtors:

   Date Received         Amount of Payment    Service Period
   -------------         -----------------    --------------
   Aug. 2, 2011              $108,760         May 24 - July 12
   Aug. 30, 2011              $57,682         July 13 - July 19
   Oct. 24                   $113,226         July 20 - Sept. 26

Mr. Nestor assures the Court that Young Conaway is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                About Sand Spring Capital III, LLC

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware,
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor,
Wilmington, Delaware serves as counsel to the Debtor.  Affiliates,
Sand Spring Capital III, LLC, CA Core Fixed Income Fund, LLC, CA
Core Fixed Income Offshore Fund, Ltd., CA High Yield Fund, LLC, CA
High Yield Offshore Fund, Ltd., CA Strategic Equity Fund, LLC, CA
Strategic Equity Offshore Fund, Ltd., Sand Spring Capital III,
Ltd., Sand Spring Capital III Master Fund, LLC, sought Chapter 11
protection on the same day.


SANITARY AND IMPROVEMENT: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------------
The United States Trustee advised the Bankruptcy Court that a
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Sanitary and Improvement District No. 258 of
Sarpy County, Nebraska, because an insufficient number of persons
holding unsecured claims against the debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest develop among
the creditors.

                 About Sanitary and Improvement

Sanitary and Improvement District No. 258 of Sarpy County,
Nebraska, filed Chapter 9 petition (Bankr. D. Neb. Case No.
11-82460) on Sept. 29, 2011.  Martin P. Pelster, Esq., at Croker,
Huck, Kasher, DeWitt, Anderson serves as counsel to the Debtor.
Sanitary and Improvement estimated assets and debts of $1 million
to $10 million in its Chapter 11 petition.  The petition was
signed by Paul S. McCune, chairman of the board of trustees.

As reported by the TCR on Oct. 20, 2011, Sanitary and Improvement
filed its plan of adjustment under Chapter 9 of the Bankruptcy
Code.  Under the plan, holders of administrative and priority
claims will be paid in full.  The owners of the General Fund
Warrants will be paid principal and accrued interest in full.
Pre-petition construction fund warrant holders will be paid, among
other things, initial cash disbursement.  Within 120 days
following the Effective Date, all funds held in the construction
fund will be allocated.  All funds not allocated will be paid to
the Class A Bond Holders based on the Pro Rata Share of each.


SCHOMAC GROUP: Gets Final Order to Hire Dennis Winans, CPA
----------------------------------------------------------
The Hon. Eileen W. Hollowell, the U.S. Bankruptcy Court for the
District of Arizona, in a final order, authorized The Schomac
Group, Inc., and Tedco, Inc., to employ Dennis Winans, CPA.

As reported in the Troubled Company Reporter on Aug. 22, 2011, the
Debtors customarily retain the services of Dennis Winans, CPA
to assist them in matters arising in the ordinary course of their
businesses.  Mr. Winans is the former president of the Debtors,
and was a long time member of their senior management team.  As a
cost saving measure, Mr. Winans was transitioned from a full time
employee to a consultant who is paid on an hourly basis.

The Debtors are authorized to make monthly payment to Mr. Winans
on an interim basis for fees and expenses at an hourly rate of
$90, with monthly fees and costs not to exceed $9,000 per calendar
month.

Any payments made by the Debtors to Mr. Winans are subject to
disgorgement in the event that the fees and costs paid to
Mr. Winans are not subsequently approved by an order of the Court.

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

                 About The Schomac Group & TEDCO

Tucson, Arizona-based The Schomac Group, Inc., develops,
constructs, manages, and invests in residential, industrial, and
commercial real property.  Tedco, Inc., invests in real property
and in mortgages backed by real property.  Schomac Group and Tedco
filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 11-
22717 and 11-22720) on Aug. 9, 2011.  In its schedules, Schomac
Group listed $48,929,897 in total assets and $34,583,005 in total
liabilities.  Judge Eileen W. Hollowell presides over the cases.
Mesch, Clark & Rothschild, P.C., serves as the Debtors' counsel.

Attorney for secured lender LNV Corp. is William Novotny, Esq., at
Mariscal Weeks McIntyre & Friedlander, PA.


SCOTTO RESTAURANT: U.S. Trustee Appoints 4-Member Creditors' Panel
------------------------------------------------------------------
Linda W. Simpson, the United States Bankruptcy Administrator for
Western District of North Carolina, pursuant to 11 U.S.C. Sec.
1102(a) and (b), appointed four unsecured creditors to serve on
the Official Committee of Unsecured Creditors of Scotto Restaurant
Group, LLC, fka Scotto Holdings, LLC.

The Creditors Committee members are:

      1. Lester B. High
         c/o Chip T. Ford, IV
         Three Wachovia Center
         401 S. Tryon Street, Suite 3000
         Charlotte, North Carolina

      2. William F. Holmes
         c/o Chip T. Ford, IV
         Three Wachovia Center
         401 S. Tryon Street, Suite 3000
         Charlotte, North Carolina

      3. Burnell Kennedy
         c/o Chip T. Ford, IV
         Three Wachovia Center
         401 S. Tryon Street, Suite 3000
         Charlotte, North Carolina

      4. Donald L. Myers
         c/o Chip T. Ford, IV
         Three Wachovia Center
         401 S. Tryon Street, Suite 3000
         Charlotte, North Carolina

                     About Scotto Restaurant

Denver, North Carolina-based Scotto Restaurant Group, LLC, fka
Scotto Holdings, LLC, operates 7 Firehouse Subs franchise
locations and has approximately 100 employees.

Three creditors placed Scotto Restaurant Group, LLC, fka Scotto
Holdings LLC, in bankruptcy by filing an involuntary Chapter 11
petition (Bankr. W.D.N.C. Case No. 11-40506) on Aug. 11, 2011.
The petitioning creditors are Lester B. High, William Holmes and
Donald L. Myers.  They allege to be owed $1.85 million in the
aggregate on account of unsecured promissory notes.  The
petitioning creditors are represented by Kiah T. Ford, IV, Esq.,
at Parker, Poe, Adams & Bernstein LLP, as counsel.  Judge George
R. Hodges oversees the case.

James H. Henderson, Esq., at The Henderson Law Firm, in Charlotte,
N.C., represents the Debtor as counsel.


SEARS HOLDINGS: S&P Cuts Corp. Credit Rating to B; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sears
Holdings Corp. and its subsidiaries, including the corporate
credit rating, to 'B' from 'B+'. The outlook is negative. "We also
affirmed the 'B-2' short-term rating on subsidiary Sears Roebuck
Acceptance Corp., given Sears' adequate liquidity," S&P said.

"The rating on Sears Holdings Corp. reflects Standard & Poor's
expectations that sales will remain under pressure in the fourth
quarter of 2011 and into 2012, due to intense competition and weak
consumer demand in the fragile economic recovery," said Standard &
Poor's credit analyst Ana Lai. She added, "Negative sales trends,
combined with margin pressure from intense competition and subpar
execution should result in much lower-than-expected earnings in
2011 and further deterioration in credit measures."

"Sears Holdings continued a trend of underperforming its peers in
the third quarter of 2011. The negative outlook reflects our view
that operating results will remain under pressure into 2012, given
current weak sales trends at Sears Domestic and Sears Canada due
to intense competition, weak consumer demand, and subpar store
execution. We would consider lowering our ratings if profitability
declines more than we expect, resulting in thinning credit
measures. This could occur if debt to EBITDA rises above 9x based
on EBITDA declining over 65% in fiscal 2011, or if there is a
decline of 15% in 2012 from our current 2011 forecast. We could
also lower our rating if Sears' liquidity narrows or its financial
policy becomes more aggressive through higher-than-expected share
repurchase activity. A positive rating action is unlikely in the
near to intermediate term, but could result from a reversal of
negative operating trends and debt leverage in the 4x to 5x area,"
S&P said.


SECURITY NATIONAL: Taps Morris Nichols as Bankruptcy Counsel
------------------------------------------------------------
Security National Properties Funding III, LLC and its affiliated
debtors ask the U.S. Bankruptcy Court for the District of Delaware
for permisson to employ Morris, Nichols, Arsht & Tunnell LLP as
general bankruptcy counsel.

Prior to the commencement of these chapter 11 cases, the Debtors
retained Morris Nichols to provide legal advice to the Debtors in
connection with the Debtors' restructuring efforts and, as
necessary, preparation of documents related to, and representation
in, any reorganization cases filed under chapter 11 of the
Bankruptcy Code.

Prepetition, the Debtors made payments to Morris Nichols totaling
$150,000 in connection with advice and services regarding
financial restructuring, including, inter alia, the preparation
and filing of these chapter 11 cases.  Of the prepetition amounts
received by Morris Nichols, Morris Nichols applied approximately
$29,694 as payment for services rendered and expenses incurred up
to the Petition Date.  Accordingly, Morris Nichols holds a balance
of $120,305 as an advance payment for services to be rendered and
expenses to be incurred in connection with its representation of
the Debtors.

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

The Debtors set a Dec. 6 hearing at 9:00 a.m. (Eastern Time) on
their request for employment of Morris Nichols.  Objections, if
any, are due Nov. 28, at 4:00 p.m.

          About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc. serves
as the Debtors' claims and notice agent.

No trustee, examiner, or statutory committee has been appointed in
these cases.


SEVERN BANCORP: Thomas Bevivino Appointed CFO
---------------------------------------------
Severn Bancorp Inc. appointed Thomas G. Bevivino to the position
of Chief Operating Officer, subject to the approval of the Federal
Reserve Bank of Richmond and the Office of the Comptroller of the
Currency, Bancorp's and Severn Savings Bank, FSB's primary
regulators.  Mr. Bevivino will also remain as acting Chief
Financial Officer until a replacement has been identified.  This
will allow for a smooth transition period for customers,
shareholders and employees until a new Chief Financial Officer has
been brought on board.

Mr. Bevivino, age 56, joined Bancorp in August 2004 as Controller,
and has served as the Chief Financial Officer since July 1, 2005.
He serves in the same capacity for the Bank.  Mr. Bevivino was a
financial consultant from 2002 until 2004, and served as Chief
Financial Officer of Luminant Worldwide Corporation from 1999
until 2002.

                      About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.  Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the TCR on Nov. 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.

The Company's balance sheet at Sept. 30, 2011, showed
$926.01 million in total assets, $820.79 million in total
liabilities and $105.21 million in total stockholders' equity.


SHASTA LAKE: Files Schedules of Assets and Liabilities
------------------------------------------------------
Shasta Lake Resorts LP filed with the Bankruptcy Court for the
Eastern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $502,814
  B. Personal Property           $11,455,690
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $4,498,232
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $114,482
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $2,271,500
                                 -----------     -----------
        TOTAL                    $11,958,504      $6,884,215

                         About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of about 65 houseboats
primarily out of its Jones Valley Resort on Shasta Lake and its
New Melones Lake Marina.  SLR offers a full service dock at both
Jones Valley Resort and New Melones Lake Marina, with overnight
and year round moorage and small boat and accessory rentals.  SLR
also operates floating stores, which sell everything its customers
may want to complete their houseboating experience, including
grocery items, bait and tackle, water sports and marine items,
unique gifts and apparel.  SLR offers slip rentals at Sugarloaf
Resort on Shasta Lake.

Andrew D. Smith acts as the Debtor's special counsel.  David L.
Edwards is the special counsel to prosecute, on the Debtor's
behalf, an action filed in the Superior Court of the State of
California, Shasta County, against Kenneth Tellstrom.

SLR filed a Chapter 11 bankruptcy petition (Bankr. E.D. Calif.
Case No. 11-37221) on July 13, 2011.  Judge Christopher M. Klein
is assigned to the case.  Jamie P. Dreher, Esq., at Downey Brand
LLP, in Sacramento, California, represents SLR.  The Debtor
estimated assets of $10 million to $50 million, and debts of
$1 million to $10 million.


SHENGDATECH INC: Creditors Committee Drops Plea to Add Members
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Shengdatech, Inc., informed the U.S. Bankruptcy Court for
the District of Nevada that it has withdrawn it motion for the
appointment of additional members to the Committee.

The Committee related that the motion has been rendered moot
because on Oct. 27, 2011, the U.S. Trustee amended the appointment
of the Committee by adding four additional creditors.

                         About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from creditors
(Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in Reno,
Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in the TCR on Sept. 7, 2011, the United States
Trustee appointed AG Ofcon, LLC, The Bank of New York, Mellon (in
its role as indenture trustee for bondholders), and Zazove
Associates, LLC, to serve on the Official Committee of Unsecured
Creditors of ShengdaTech, Inc.

Hogan Lovells US serves as counsel for ShengdaTec's official
committee of unsecured creditors.


SIMPKINS THOMPSON: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Simpkins Thompson, LLC
        1543 N. Jefferson Drive
        Huntington, WV 57011

Bankruptcy Case No.: 11-30708

Chapter 11 Petition Date: November 17, 2011

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Mitchell Lee Klein, Esq.
                  KLEIN LAW OFFICE
                  3566 Teays Valley Road
                  Hurricane, WV 25526
                  Tel: (304) 562-7111
                  Fax: (304) 562-7115
                  E-mail: sydney@kleinhall.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wvsb11-30708.pdf

The petition was signed by Arvin Thompson, sole member.


SINCLAIR BROADCAST: Board OKs Amendments to Employment Pacts
------------------------------------------------------------
The Compensation Committee of the Board of Directors of Sinclair
Broadcast Group, Inc., approved amendments to the employment
agreements for three of its executive officers, David B. Amy, its
executive vice president and chief financial officer; Steven M.
Marks, its vice president and chief operating officer; and Barry
M. Faber, its executive vice president, general counsel.  Each
employment agreement is effective as of Nov. 11, 2011, and
replaces the prior employment agreement of each executive officer.
Each employment agreement is effective until employment is
terminated.  With the exception of the Special Longevity Bonus, as
defined in the agreements, granted to the executive officers, the
new employment agreements are substantially the same as the
existing employment agreements.  The Special Longevity Bonus is a
single lump sum payment due to the executive officer at the
earlier of the longevity effective date, which is Sept. 25, 2014,
for Mr. Amy, Nov. 19, 2018, for Mr. Marks, and Sept. 3, 2016, for
Mr. Faber, the "change in control" date, or termination of
employment as a result of death, disability, by the Company
without "cause" or by the employee with "good reason."  The
Special Longevity Bonus due to Mr. Amy, Mr. Marks, and Mr. Faber
is $3,000,000, $2,750,000, and $2,500,000, respectively.  The
annual salaries of the executive officers are determined by the
Committee and such salaries may include the right to earn bonuses
subject to the discretion of the Committee.  Each employment
agreement also provides for participation in any benefits
generally available to senior executives and employees of the
Company including vacation, health insurance and other benefits.

Each employment agreement contains severance provisions that call
for certain payments to the executive officer in the event that
they are terminated without "cause," they resign for "good
reason," or upon death or disability of the executive officer.

Each employment agreement contains non-competition and non-
solicitation provisions applicable during the term and for a
period of 18 months after the termination of employment by the
executive officer without "good reason" or by the Company for
"cause."

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at Sept. 30, 2011, showed $1.56
billion in total assets, $1.68 billion in total liabilities and a
$125.35 million total deficit.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SOLEDAD COMMUNITY: S&P Cuts General Obligation Bonds SPUR to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'B' from 'BBB' on Soledad Community Healthcare District,
Calif.'s general obligation (GO) bonds. The outlook is stable.

"The rating action reflects our view of the district's diminished
flexibility owing to a persistently thin cash position and a lack
of focused senior financial staff," said Standard & Poor's credit
analyst Chris Morgan.

The rating further reflects S&P's view of:

    The inherent risks of the district's very small size and
    revenue base; and

    High leverage, at 68% debt to capitalization.

"The stable outlook reflects our view that the district is
unlikely to climb out of the current liquidity trough during our
outlook horizon, although we believe that MediCal payment rate
increase will bolster revenues," S&P said.


SOLYNDRA LLC: Wins Approval to Hire K&L Gates as Special Counsel
----------------------------------------------------------------
Solyndra LLC and its affiliated debtors obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to employ K&L
Gates LLP as their special counsel.

                       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.


SOMERSET MEDICAL: Moody's Affirms 'Ba2' Long-Term Bond Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 long-term bond
rating assigned to Somerset Medical Center's (SMC) $81.4 million
of outstanding bonds issued by the New Jersey Health Care
Facilities Finance Authority (see RATED DEBT section at end of
report). The outlook remains stable.

SUMMARY RATING RATIONALE: The affirmation of the Ba2 rating is due
to SMC's ability to generate relatively stable, although
lackluster, operating and cash flow margins in recent years and
through nine months of fiscal year 2011, maintaining leading
market share in a favorable demographic area, and conservative
investment allocation. However, these positive factors are offset
by a decline in cash balances as of September 30, 2011 that place
SMC very close to the required letter of credit 50 days cash on
hand covenant, as well as material patient volume declines in
fiscal year 2010 and year-to-date 2011. The maintenance of the
stable rating outlook reflects the expectation that SMC will
receive $3.1 million in Medicare meaningful use funds which will
slightly improve days cash and that financial performance will
improve in FY 2012 due to several revenue and cost saving
initiatives that are currently underway.

STRENGTHS

*Located in Somerset County, NJ in the City of Somerville with
favorable demographics characterized by population growth, median
income levels above state and national averages, and relatively
low Medicaid population

*Dominant inpatient market share as the only acute care hospital
in its primary service area of Somerset County, although volumes
declined in fiscal year (FY) 2010 and year-to-date FY 2011 due to
the weakened economy and patients' deferral of medical care;
Moody's notes favorably that SMC received Magnet designation in
June 2011

*Operating performance has somewhat stabilized over the past three
fiscal years, after a particularly difficult operating year in FY
2007 (-4.2% operating margin), although SMC has not achieved
profitability or breakeven performance with operating margins of -
0.8% in FY 2010 and -0.6% through nine months of FY 2010

*Conservative investment allocation with 59% invested in fixed
income securities and remainder in cash and cash equivalents

CHALLENGES

*Risk of debt structure that includes 21% variable rate demand
bonds (VRDBs) supported by a letter of credit (LOC), somewhat
mitigated by SMC's cash-to-puttable debt measuring an adequate
157% as of September 30, 2011; however, SMC has very limited
headroom under the 50 days cash on hand covenant under bank
agreement which increases the possibility of acceleration risk by
the liquidity provider in the event the covenant falls below the
minimum requirement ; SMC is anticipating to receive $3.1 million
in Medicare meaningful use monies within the next few weeks which
is expected to help avoid a covenant violation (50 days cash on
hand measured at FYE December 31) under its TD Bank letter of
credit agreement; management has indicated that SMC has
proactively engaged in discussions with the bank concerning a
possible violation given the hospital will be at the cusp of not
meeting its covenant if it does not receive the meaningful use
monies (as of September 30, 2011, days cash on hand measured 53
days).

*Liquidity balances as of September 30, 2011 dropped by 11%
totaling $36.9 million (53 days cash on hand), down from $41.4
million (61 days cash on hand) held at fiscal year-end (FYE) 2010;
the decline in liquidity was largely due to a $4.1 million
contribution to SMC's frozen defined benefit pension plan

*Sizeable volume declines in FY 2010 across almost all major
service categories, including inpatient admissions (-4.1%),
surgical volumes (-3.4%), outpatient visits (-2.8%), ED visits (-
8.1%), and newborn admissions (-12.2%); patient volumes showed
similar declines through nine months of FY 2011 although
outpatient visits and ED visits showed growth over the prior year
period

*History of modest operating performance (FY 2010 is the eighth
consecutive year of posting an operating loss before investment
income) and cash flow generation that has inadequately offset
annual debt service requirements and resulted in weak coverage
levels

*Leveraged balance sheet measured by weak cash-to-debt of 37% and
debt-to-cash flow a high 8.89 times in FY 2010

OUTLOOK

The stable outlook reflects the expectation that SMC will receive
$3.1 million in Medicare meaningful use funds within the next few
weeks which will add approximately 4 days cash on hand to SMC's
balance sheet , as well as Moody's belief that management has
implemented several revenue and cost saving initiatives that
should result in better financial performance during the fourth
quarter of fiscal year 2011 and into fiscal year 2012.

WHAT COULD MAKE THE RATING GO UP

Significant growth in unrestricted cash and investments to more
adequately cover total debt as well as the hospital's 50 days cash
on hand covenant, material and sustained improvement in financial
performance, large influx of patient volumes reversing a multi-
year trend of volume losses and leading to better overall
performance.

WHAT COULD MAKE THE RATING GO DOWN

Failure to meet the 50 days cash on hand letter of credit covenant
when measured at FYE 2011, further decline in unrestricted cash
and investments, increase in debt without commensurate increase in
cash flow, any downturn in performance from current levels of
break-even operating income, additional patient volume declines or
loss in market share.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


SP NEWSPRINT: Seeks to Hire GCG Inc. as Claims & Notice Agent
-------------------------------------------------------------
SP Newsprint Holdings LLC and its debtor-affiliates asks the Court
to approve their employment of GCG Inc. as claims, notice, and
balloting agent for their bankruptcy cases.

Prior to the Petition Date, the Debtors paid GCG a total of
$50,000 as a retainer.  The Debtors do not believe that they owe
GCG any amounts for pre-petition services rendered.

Jeffrey S. Stein -- jeff.stein@gcginc.com -- Vice President of
GCG, attests that GCG is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It 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.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

Counsel for GECC as Pre-Petition Agent are Richard A. Levy, Esq.,
and David Hammerman, Esq., at Latham & Watkins LLP; and Kurt F.
Gwynne, Esq., at Reed Smith LLP.

Counsel to Avenue Investments LP are John Bessonette, Esq., and
Douglas Mannal, Esq., at Kramer Levin Naftalis & Frankel LLP.


SP NEWSPRINT: Wants Schedules Filing Extended Until Jan. 16
-----------------------------------------------------------
SP Newsprint Holdings LLC and its debtor-affiliates are requesting
the Bankruptcy Court to extend the time within which they must
file the schedules of assets and liabilities and statement of
financials, for a total of 60 days from the Petition Date, through
and including Jan. 16, 2012.  The Debtors must gather information
from various documents and locations and complete the closing of
their books and records as of the Petition Date or other dates, as
appropriate, and then the Debtors -- and their counsel and other
advisors -- must review that information and prepare and verify
the Schedules.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It 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.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

Counsel for GECC as Pre-Petition Agent are Richard A. Levy, Esq.,
and David Hammerman, Esq., at Latham & Watkins LLP; and Kurt F.
Gwynne, Esq., at Reed Smith LLP.

Counsel to Avenue Investments LP are John Bessonette, Esq., and
Douglas Mannal, Esq., at Kramer Levin Naftalis & Frankel LLP.


SP NEWSPRINT: Taps AP Services as Crisis Managers
-------------------------------------------------
SP Newsprint Holdings LLC and its debtor-affiliates asked the
Bankruptcy Court to employ AP Services LLC as crisis managers to
provide interim management and restructuring services, and
designate Alan D. Holtz, Senior Vice President - Restructuring,
and Richard S. Abbey, Vice President - Restructuring.

AlixPartners, an affiliate of APS, was engaged by White Birch
Paper Company and Bear Island Paper Company LLC, entities related
to the Debtors, pursuant to an engagement letter dated Feb. 22,
2010, to provide financial advisory services.  AlixPartners
entered into separate financial advisory agreements with White
Birch and Bear Island to evaluate restructuring options and to
provide related recommendations to the board of directors of each
entity, and AlixPartners continues to represent White Birch and
Bear Island.

AlixPartners was originally engaged by the Debtors on Oct. 28,
2009, to provide financial advisory services.

Standard hourly rates for APS professionals are:

          Managing Directors             $740 - $995
          Directors                      $560 - $695
          Vice Presidents                $415 - $540
          Associates                     $295 - $395
          Analysts                       $260 - $290
          Paraprofessionals              $200 - $220

Hourly rates charged by professionals anticipated to be assigned
to the Debtors' cases are:

                          Temporary Staff
           Individuals with Executive Officer Positions

      Name                Description                Hourly Rate
      ----                -----------                -----------
      Alan D. Holtz       Senior Vice President,         $855
                          Restructuring
      Rick Abbey          Vice President,                $695
                          Restructuring

                    Additional Temporary Staff

      Name                   Description             Hourly Rate
      ----                   -----------             -----------
      James Hogarth          Cash Management             $395
      Michelle Repko         Case Management             $600
      Krishnan Ramachandran  Case Management             $290
      Jeff Ivester           Case Management             $260

Alan D. Holtz, managing director of AlixPartners, attests that APS
(a) is a "disinterested person" within the meaning of Bankruptcy
Code Sec. section 101(14), (b) does not hold or represent an
interest adverse to the Debtors' estates, and (c) has no
connection to the Debtors, their creditors, or relevant related
parties.

Recent clients of Mr. Holtz include U.S. Concrete, The Newark
Group, the Official Creditors' Committee of (Chicago) Tribune
Company, and White Birch Paper in its cross-border Canadian
restructuring.

APS is holding an advance retainer of $175,000 received on various
dates in 2011 from the Debtors.  In the 90 days prior to the
Petition Date, the Debtors paid APS a total of $468,925.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It 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.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  The Garden City Group Inc. serves as the Debtors' claims
and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

Counsel for GECC as Pre-Petition Agent are Richard A. Levy, Esq.,
and David Hammerman, Esq., at Latham & Watkins LLP; and Kurt F.
Gwynne, Esq., at Reed Smith LLP.

Counsel to Avenue Investments LP are John Bessonette, Esq., and
Douglas Mannal, Esq., at Kramer Levin Naftalis & Frankel LLP.


SP NEWSPRINT: Hires Cahill Gordon as Bankruptcy Counsel
-------------------------------------------------------
SP Newsprint Holdings LLC and its debtor-affiliates are asking the
Bankruptcy Court to approve their employment of Cahill Gordon &
Reindel LLP as bankruptcy and restructuring co-counsel.

Cahill intends to charge the Debtors for legal services according
to the firm's hourly rates:

          Attorneys               Between $368 and $995
          Paralegals              Between $213 and $315

Cahill has received payments to be applied to fees and expenses
incurred before the Petition Date, which fees and expenses are
subject to continuing reconciliation.  Any amounts in excess of
such fees and expenses, expected to be roughly $350,000, subject
to continuing reconciliation, will be held by Cahill to secure the
payment of Cahill's post-petition fees and expenses, as allowed by
the Bankruptcy Court.

Cahill received payments in the total amount of $1,584,836,
including the Chapter 11 retainer, from the Debtors for services
rendered within one year before the Petition Date.

The firm's partner, Joel H. Levitin, Esq., attests that Cahill has
represented that it neither holds nor represents any interest
adverse to the Debtors' estates and that Cahill is a
"disinterested person", as referenced in Bankruptcy Code Sec. 327
and as defined in Bankruptcy Code Sec. 101(14), as modified by
Bankruptcy Code Sec. 1107(b).

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It 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.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Lee E.
Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' Delaware counsel.
AlixPartners LLP serves as the Debtors' financial advisors and The
Garden City Group Inc. serves as the Debtors' claims and noticing
agent.  In its petition, SP Newsprint Holdings estimated $100
million to $500 million in assets and debts.  The petitions were
signed by Edward D. Sherrick, executive vice president and chief
financial officer.

Counsel for GECC as Pre-Petition Agent are Richard A. Levy, Esq.,
and David Hammerman, Esq., at Latham & Watkins LLP; and Kurt F.
Gwynne, Esq., at Reed Smith LLP.

Counsel to Avenue Investments LP are John Bessonette, Esq., and
Douglas Mannal, Esq., at Kramer Levin Naftalis & Frankel LLP.


SP NEWSPRINT: Seeks to Use GECC Cash Collateral Through Dec. 2
--------------------------------------------------------------
SP Newsprint Holdings LLC, SP Newsprint Co. LLC, SP Recycling
Corporation and SEP Technologies L.L.C. seek Bankruptcy Court
authority to use cash collateral for the next three weeks, while
they continue to attempt to negotiate with General Electric
Capital Corp., the lenders, and other parties on a longer
financing arrangement, and grant adequate protection to their
prepetition lenders.

As of the Petition Date, the Debtors had roughly $5.2 million of
cash on hand, which arguably constitutes cash collateral.  In
addition, the Debtors currently forecast receipt of more than $30
million of additional potential Cash Collateral over the next
three weeks from operations, resulting in projected cash on hand
at the end of the period covered by the Budget of $6.4 million.

The Debtors said they need access to Cash Collateral during the
cases to operate their business and work toward a potential DIP
financing arrangement and, hopefully, a global restructuring or
other exit strategy.  The Debtors were unable to obtain a formal
agreement for financing with the Lenders or any other party prior
to the Petition Date, but they hope to continue negotiations with
GECC and other parties regarding the use of Cash Collateral, as
well as a potential satisfactory DIP financing arrangement.

The Debtors said if they are not permitted to use such potential
Cash Collateral, the Debtors could be forced to convert these
cases to Chapter 7 cases.

The Debtors have prepared a three-week budget ending Dec. 2, 2011.
The Debtors expect cash receipts of $18,532,000 and disbursements
to total $16,265,000 through the period.

The Debtors are borrowers under a credit agreement GECC as
administrative agent, collateral agent, and lender, and certain
other parties.  The Credit Agreement provides for a revolving line
of credit of $50 million and a $225 million term loan.  As of the
Petition Date, $41 million was outstanding under the Revolving
Facility, and $213 million, including capitalized unpaid interest,
was outstanding under the Term Loan Facility.  The Revolving
Facility and the Term Loan Facility both mature on March 31, 2012.

For several months, the Debtors have engaged in restructuring
discussions with GECC and entered into a forbearance agreement
with GECC and the Lenders, which expired on or about Sept. 12,
2011.  On Oct. 12, 2011, GECC took actions that resulted in the
Debtors' bank accounts being frozen and permitted only limited
funding thereafter.

Since that time, the Debtors have attempted to negotiate the terms
of a consensual DIP financing arrangement and a global financial
restructuring.  Although such negotiations have not yet been
completed, in connection with any agreement, it is anticipated
that the Lenders will require the Debtors to conduct a going-
concern sale process, and the Lenders have expressed a willingness
to serve as a "stalking horse" bidder in such sale process.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It 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.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts.  The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.

Counsel for GECC as Pre-Petition Agent are:

         Richard A. Levy, Esq.
         LATHAM & WATKINS LLP
         233 South Wacker Drive, Suite 5800
         Chicago, IL 60606
         E-mail: richard.levy@lw.com

              - and -

         David Hammerman, Esq.
         LATHAM & WATKINS LLP
         885 Third Avenue
         New York, NY 10022
         E-mail: david.hammerman@lw.com

              - and -

         Kurt F. Gwynne, Esq.
         REED SMITH LLP
         1201 Market Street, Suite 1500
         Wilmington, DE 19801
         E-mail: kgwynne@reedsmith.com

Counsel to Avenue Investments LP are:

         John Bessonette, Esq.
         Douglas Mannal, Esq.
         KRAMER LEVIN NAFTALIS & FRANKEL LLP
         1177 Avenue of the Americas
         New York, NY 10036
         E-mail: jbessonette@kramerlevin.com
                 dmannal@kramerlevin.com


SP NEWSPRINT: Meeting to Form Creditors' Panel on Nov. 28
---------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold can organizational meeting on Nov. 28, 2011, at 1:00 p.m. in
the bankruptcy case of SP Newsprint Holdings LLC.  The meeting
will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 5209
   Wilmington DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It 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.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Lee E.
Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' Delaware counsel.
AlixPartners LLP serves as the Debtors' financial advisors and The
Garden City Group Inc. serves as the Debtors' claims and noticing
agent.  In its petition, SP Newsprint Holdings estimated $100
million to $500 million in assets and debts.  The petitions were
signed by Edward D. Sherrick, executive vice president and chief
financial officer.

Counsel for GECC as Pre-Petition Agent are Richard A. Levy, Esq.,
and David Hammerman, Esq., at Latham & Watkins LLP; and Kurt F.
Gwynne, Esq., at Reed Smith LLP.

Counsel to Avenue Investments LP are John Bessonette, Esq., and
Douglas Mannal, Esq., at Kramer Levin Naftalis & Frankel LLP.


SPANISH PEAKS: Ch. 7 Trustee Sells Vehicles & Hires Auctioneer
--------------------------------------------------------------
Charles M. Forman, the Chapter 7 Trustee for the estates of
Spanish Peaks Holdings II LLC, Spanish Peaks Lodge LLC, and The
Club at Spanish Peaks LLC, seeks Court authority to sell certain
assets and employ an auctioneer.

The Chapter 7 Trustee is seeking to retain Randy L. Fridkis
Auctions LLC to conduct a public sale of a number of vehicles,
snowmobiles, all terrain vehicles, and trailers at the Debtors'
facility at 75 Big Sky Spur Road, in Big Sky, Montana.

The Chapter 7 Trustee also seeks to sell the Debtors' non-real
estate assets without further notice to creditors or order of the
Court.

The Chapter 7 Trustee intends to conduct a public sale of the
Vehicles on an emergent basis because the estate has an immediate
need for cash to satisfy the Chapter 7 Trustee's obligations with
respect to his administration of the estate.

The Chapter 7 Trustee notes that the area in which the Debtors are
located can accumulate as much as 400 inches of snow during the
winter season.  If the Vehicles are not sold as soon as possible,
it may become too late in the season for potential purchasers to
be able to attend an auction or remove the Vehicles that they
purchased, which could substantially impair their value to the
estate.

The estate currently has on hand a total of $29,000 in cash.
Spanish Peaks Acquisition Partners LLC as assignee of Citigroup
Global Markets Realty Corporation asserts a lien against those
funds.  SP Acquisition recently consented to the limited use of
its cash collateral by the Chapter 7 Trustee.

Randy L. Fridkis Auctions LLC -- info@auctionsaleinfo.com -- has
agreed to charge a buyer's premium of 15% which will be surcharged
to the auction purchasers at the sale.  Randy L. Fridkis Auctions
LLC will not charge a seller's commission to the Debtors' estates
nor will it seek reimbursement for the marketing costs or other
expenses that it incurs with connection with that sale.

                        About Spanish Peaks

Spanish Peaks Holdings II LLC, Spanish Peaks Lodge LLC, and The
Club at Spanish Peaks LLC own and operated a 5,700 acre private
residential community in Big Sky, Montana.  The facilities include
a highly rated golf course and club house and private ski lifts
with access to major local ski resorts.  Holdings, Lodge, and The
Club each filed a voluntary Chapter 7 petition (Bankr. D. Del.
Case Nos. 11-13300 to 11-13302) on Oct. 14, 2011.  Charles M.
Forman was named Chapter 7 Trustee.

Proposed Counsel to the Chapter 7 Trustee are:

          Katharine L. Mayer, Esq.
          McCARTER & ENGLISH, LLP
          Wilmington, Delaware
          Renaissance Centre
          405 N. King Street, 8th Floor
          Wilmington, DE 19801
          Telephone: (302) 984-6300
          Facsimile: (302) 984-6399
          E-mail: kmayer@mccarter.com

               - and -

          Erin J. Kennedy, Esq.
          Michael E. Holt, Esq.
          Angela Sheffler Abreu, Esq.
          FORMAN HOLT ELIADES & RAVIN LLC
          80 Route 4 East, Suite 290
          Paramus, NJ 07652
          Telephone: (201) 845-1000
          Fax: (201) 845-9112
          E-mail: mholt@formanlaw.com
                  ekennedy@formanlaw.com
                  aabreu@formanlaw.com


SRKO FAMILY: Taps Littleton to Assess Colorado Crossing Project
----------------------------------------------------------------
The SRKO Family Limited Partnership filed an application with the
U.S. Bankruptcy Court for the District of Colorado to allow
Littleton Capital Partners to conduct the second phase of its
assessment of the Colorado Crossing project.

Colorado Crossing, the company's primary asset, is a 154 acre
mixed use development located on the north end of Colorado
Springs.

Early this year, the Court authorized the company to employ
Littleton Capital to complete the first phase of its site
assessment of the property.

Under its new 12-month contract with SRKO Family, Littleton
Capital will be tasked to provide property management services
which include developing a security plan and reviewing real estate
taxes.  The firm will also create financial model for the project,
update the market analysis of rents and sale prices, among other
things.

Littleton Capital will be paid $20,000 for the first two months
and a monthly fee of $10,000 for the remaining 10 months.

                     About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.


STERLING SHOES: Extends CCAA Order Until Dec. 30
------------------------------------------------
Sterling Shoes Inc. and Sterling Shoes GP Inc. obtained an order
from the Supreme Court of British Columbia under the Companies'
Creditors Arrangement Act (Canada) extending the stay of
proceedings granted pursuant to the previously announced Initial
Order obtained by the Company on October 21, 2011.

The Order extends the stay period until December 30, 2011, to be
further extended as required and approved by the Court.  During
this period, all proceedings on the part of the Company's
creditors continue to be stayed.

Alvarez & Marsal Canada Inc. has been appointed Monitor pursuant
to the Initial Order.  All inquiries regarding the CCAA
proceedings affecting the Company should be directed to the
Monitor.  A copy of the Initial Order will be made available and
may be viewed on the monitor's website at
www.alvarezandmarsal.com/sterling or on request from the Monitor
at: (+1) 604-639-0846.

                          About Sterling Shoes

Sterling Shoes is headquartered in Vancouver, B.C. and is a
leading independent footwear retailer offering a broad selection
of private label and brand name shoes and accessories.  Founded in
1987, Sterling Shoes LP operates over 150 stores across Canada.


SUFFOLK BANCORP: Gets Expected Non-Compliance Notice From Nasdaq
----------------------------------------------------------------
Suffolk Bancorp received a letter from Nasdaq that Suffolk was not
in compliance with Nasdaq Listing Rule 5250(c)(1) due to Suffolk's
delay in filing its Quarterly Report on Form 10-Q for the period
ended September 30, 2011.

As previously announced on November 14, 2011, Suffolk has received
a Delisting Determination letter from Nasdaq for failing to timely
file its Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2011 and June 30, 2011 with the Securities and Exchange
Commission in violation of Nasdaq Listing Rule 5250(c)(1).  Nasdaq
has notified Suffolk that the failure to file its Quarterly Report
on Form 10-Q for the period ended September 30, 2011 is an
additional basis for delisting Suffolk's securities.  Suffolk has
appealed the delisting determination and a hearing before a Nasdaq
Hearings Panel has been scheduled for January 19, 2012. S uffolk
has also requested a stay of any delisting of Suffolk common stock
until the hearing takes place and a decision is issued.

Suffolk continues to work to file these Quarterly Reports, and is
also working to file amended filings with respect to the periods
ended September 30, 2010 and December 31, 2010, as previously
announced on August 10, 2011.

Suffolk Bancorp is a one-bank holding company engaged in the
commercial banking business through the Suffolk County National
Bank, a full service commercial bank headquartered in Riverhead,
New York. "SCNB" is Suffolk Bancorp's wholly owned subsidiary.
Organized in 1890, the Suffolk County National Bank has 30 offices
in Suffolk County, New York.


TC GLOBAL: Incurs $748,000 Net Loss in Oct. 2 Quarter
-----------------------------------------------------
TC Global, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $748,000 on $9.48 million of net sales for the thirteen week
period ended Oct. 2, 2011, compared with a net loss of
$1.59 million on $9.20 million of net sales for the thirteen week
period ended Sept. 26, 2010.

The Company also reported a net loss of $1.04 million on $19.04
million of net sales for the twenty six week period ended Oct. 2,
2011, compared with a net loss of $3.27 million on $18.69 million
of net sales for the twenty six week period ended Sept. 26, 2010.

The Company's balance sheet at Oct. 2, 2011, showed $7.99 million
in total assets, $16.91 million in total liabilities and a $8.91
million total stockholders' deficit.

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

                        http://is.gd/CXVqLD

                          About TC Global

TC Global, Inc., dba Tully's Coffee, is a specialty coffee
retailer and wholesaler.  Through company owned, licensed and
franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at nearly 600 branded retail locations
globally, including more than 200 in the United States.  TC Global
also has the rights to distribute Tully's coffee through all
wholesale channels internationally, outside of North America, the
Caribbean and Japan. TC Global's corporate headquarters is located
at 3100 Airport Way S, in Seattle, Washington.  See
http://www.TullysCoffeeShops.com

The Company reported a net loss attributable to TC Global, Inc.,
of $5.21 million on $38.26 million of net sales for the year ended
April 3, 2011, compared with a net loss attributable to TC Global,
Inc., of $5.19 million on $39.57 million of net sales for the year
ended March 28, 2010.

Moss Adams LLP, in Seattle, Washington, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses and has limited working capital to fund
operations.


TELETOUCH COMMUNICATIONS: 3 Directors Elected at Annual Meeting
---------------------------------------------------------------
Teletouch Communications, Inc., held its annual shareholder
meeting on Nov. 14, 2011.  The shareholders elected Robert M.
McMurrey, Clifford E. McFarland, and Ronald L. Latta, Jr., as
Class I directors to hold and serve until their respective terms
expire or until their successors are duly elected and qualified.
Shareholders also voted to ratify the appointment of BDO USA, LLP,
as independent auditors of the Company for the fiscal year ending
May 31, 2012, with 41,532,824 shares voting for, 15,822 shares
voting  against and 4,350,000 shares abstaining from voting on
the Proposal.

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company's balance sheet at Aug. 31, 2011, showed $17.90
million in total assets, $29.18 million in total liabilities and a
$11.28 million total shareholders' deficit.

As reported by the TCR on Sept. 1, 2011, BDO USA, LLP, in Houston,
Texas, noted that the Company has increasing working capital
deficits, significant current debt service obligations, a net
capital deficiency along with current and predicted net operating
losses and negative cash flows which raise substantial doubt about
its ability to continue as a going concern.


TERRESTAR CORP: Shareholders Block $27.9-Mil. Elektrobit Claims
---------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that TerreStar
Corp.'s shareholders asked a judge Wednesday to stop creditor
Elektrobit Inc. from pursuing $27.9 million in claims against
TerreStar Network, saying the engineering business made changes to
a contract without the parent company's consent.

According to Law360, Harbinger Capital Partners LLC, Highland
Capital Management LP and Solus Alternative Asset Management LP --
the three preferred shareholders of TerreStar Corp. -- filed a
joint objection to Elektrobit's $27.9 million claim in New York
bankruptcy court.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TERRESTAR NETWORKS: Files Liquidating Chapter 11 Plan
-----------------------------------------------------
TerreStar Networks Inc. sold the business to Dish Network Corp.
for $1.38 billion, negotiated a settlement with creditors, and
filed a liquidating Chapter 11 plan last week.  Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reports the hearing to
approve the explanatory disclosure statement is set for Dec. 16.
If the plan stays on track, the confirmation hearing for approval
of the plan would take place Feb. 13.

Mr. Rochelle recounts that TerreStar took in $1.35 billion at
completion of the sale to Dish in August.  To stop interest from
running on unsecured debt, the bankruptcy court approved two
distributions from which TerreStar believes it paid all of the
principal owing to secured noteholders and other secured
creditors.  TerreStar previously calculated that from the $155
million remaining from the Dish sale, noteholders were owed about
$120 million in interest.  Assuming no additional interest is
found owing by the court, TerreStar previously said it believed
about $33 million would be left for unsecured creditors, after
paying expenses of the Chapter 11 effort through the end of 2011.

                  About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


THERMODYNETICS INC: Incurs $275,000 Net Loss in Sept. 30 Qtr.
-------------------------------------------------------------
Thermodynetics, Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $275,000 on $65,000 of rental revenue for the three months
ended Sept. 30, 2011, compared with net income of $1.34 million on
$154,000 of rental revenue for the same period a year ago.

The Company also reported a net loss of $441,000 on $137,000 of
rental revenue for the six months ended Sept. 30, 2011, compared
with net income of $977,000 on $308,000 of rental revenue for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$4.37 million in total assets, $3.42 million in total liabilities
and $953,000 in stockholders' equity.

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

                        http://is.gd/bozrOu

                        About Thermodynetics

Thermodynetics, Inc., is engaged in managing its real estate and
business holdings, and investing in other companies.  In June 2011
the Company acquired the rights to a software program that is to
be marketed in the wagering industry.  The software is designed to
assist individuals in selecting winning wagers in horse racing
events.

The Company is currently in default on their line of credit and
its long-term mortgages.   During June, 2010, the Company's bank
commenced two legal proceedings.  Certain of the Company's assets
are being offered for sale which, upon consummation of a
successful sale, would be expected to cure the defaults.


TN-K ENERGY: Incurs $149,245 Net Loss Before Taxes in Q3
--------------------------------------------------------
TN-K Energy Group Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
before taxes of $149,245 on $258,585 of revenue for the three
months ended Sept. 30, 2011, compared with net income of $270,499
on $176,095 of revenue for the same period a year ago.

The Company also reported net income before taxes of $1.88 million
on $846,065 of revenue for the nine months ended Sept. 30, 2011,
compared with net income before taxes of $3.41 million on $652,834
of revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.93
million in total assets, $7.81 million in total liabilities and a
$4.88 million total stockholders' deficit.

As reported in the TCR on April 26, 2011, Sherb & Co., LLP, in New
York City, expressed substantial doubt about TN-K Energy's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred recurring operating losses and will have to obtain
additional financing to sustain operations.

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

                        http://is.gd/cUKcut

                         About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.


TRAILER BRIDGE: Court Approves $5 Million Interim Financing
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an interim order authorizing Trailer Bridge to obtain $5 million
of its $15 million in DIP funding from Whippoorwill Associates.

The loan will bear interest at 12% per year and funding will be
used for (a) working capital, (b) general corporate purposes, (c)
payments of adequate protection to the pre-petition secured
lenders pending confirmation of a plan of reorganization, (d)
payment of costs of administration of the Chapter 11 case to the
extent set forth in the budget and (e) payment of interest, fees
and costs to the DIP lender under the DIP loan documents.

                     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.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its $82.5
million 9.25% Senior Secured Notes became due.  The Company hopes
to complete the 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.

Judge Jerry A. Funk presides over the case.   Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as
investment bankers.  RAS Management Advisors LLC serves as
financial advisors.  In its petition, the Debtor estimated $100
million to $500 million in assets and debts.  The petition was
signed by Mark A. Tanner, co-chief executive officer.


TRAILER BRIDGE: To File Reorganization Plan by Mid-December
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trailer Bridge Inc. says it intends to file a
reorganization plan within 30 days and emerge from bankruptcy
within 90 to 120 days.  The plan "will place control of the
company in the hands of those parties that presently have the
greatest economic interest," according to a court filing.  At the
same time, Trailer Bridge says it will "preserve some value for
current equity holders."

The report relates that according to a court filing, although
Trailer Bridge said it received offers to purchase the company,
operating under "a tonnage tax program" would saddle the company
with "significant tax liability" if the assets were sold.
Further, the tax liability "might not" be shielded by net
operating losses, the company said.

Trailer Bridge received authority at the end of last week to
borrow $5 million out of a promised $15 million secured loan from
Whippoorwill Associates Inc. The final hearing on financing is set
for Dec. 15.

                  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.

The company reported a $14 million net loss during the first half
of 2011 on revenue of $53.8 million.  For 2010, revenue of $118.2
million resulted in a $2.3 million net loss.

Trailer Bridge, Inc. filed a voluntary petition under Chapter 11
(Bankr. M.D. Fla. Case No. 11-08348) on Nov. 16, 2011, one day
after its $82.5 million 9.25% Senior Secured Notes became due.

The petition disclosed assets of $102.7 million against debt
totaling $118.1 million.  In addition to the secured notes said by
a court filing to be "significantly undersecured," other
liabilities include $10.3 million on a revolving credit and term
loan where Wells Fargo NA serves as agent.  There is about $13.7
million owing on government-guaranteed bonds issued under the
Merchant Marine Act.  Trade creditors are owed as much as an
additional $4 million.


TRAVELPORT HOLDINGS: Board OKs Increases in Executive Salaries
--------------------------------------------------------------
The Compensation Committee of Travelport Limited's Board of
Directors approved increases in the base salaries for Philip
Emery, the Company's Executive Vice President and Chief Financial
Officer, and Lee Golding, the Company's Executive Vice President
and Chief Human Resources Officer, to GBP350,000 and GBP225,000,
respectively, effective as of Jan. 1, 2012.  In addition, the
Compensation Committee approved an increase in Mr. Emery's target
bonus to 100% of his base annual salary, effective as of Jan. 1,
2012.

On Nov. 10, 2011, the Board of Directors of Travelport Worldwide
Limited, the Company's indirect parent company, approved grants of
shares and restricted share units to certain executives of the
Company.  The shares will vest immediately, and the restricted
share units will vest on Jan. 1, 2014, on the terms and conditions
to be set forth in award agreements.  Grants of shares and RSUs to
the Company's Named Executive Officers were as follows:

   Jeff Clarke - 1,232,056 shares and 181,001 RSUs;

   Gordon Wilson - 577,151 shares and 86,592 RSUs;

   Eric J. Bock - 212,994 shares and 55,233 RSUs;

   Philip Emery - 113,359 shares and 67,551 RSUs; and

   Lee Golding - 94,301 shares and 33,906 RSUs.

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$3.43 billion in total assets, $4.21 billion in total liabilities
and a $780 million total deficit.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRAVELPORT INC: Bank Debt Trades at 16% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport, Inc.,
is a borrower traded in the secondary market at 84.43 cents-on-
the-dollar during the week ended Friday, Nov. 18, 2011, a drop of
1.45 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2015, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 126 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
net revenue for the six months ended June 30, 2011, compared with
net income of $1 million on $1.056 billion of net revenue for the
same period of 2010.  Results for the six months ended June 30,
2011, includes gain of $312 million, net of tax, from the sale of
sale of the Gullivers Travel Associates ("GTA") business to Kuoni
Travel Holdings Limited ("Kuoni").  The sale was completed on May
5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed $3.680
billion in assets, $4.136 billion in total liabilities, and a
stockholders' deficit of $456 million.


TRIBUNE COMPANY: Amends Plan to Address October Rejection
---------------------------------------------------------
Tribune Company has filed with the United States Bankruptcy Court
for the District of Delaware a Third Amended Plan of
Reorganization that it believes addresses the court's concerns as
expressed in its decision last month.  Tribune's amended plan
continues to have the support of its co-proponents, the Unsecured
Creditors Committee, Oaktree Capital Management, L.P., Angelo,
Gordon & Co, L.P., and JPMorgan Chase Bank.  The company is
requesting a confirmation hearing in February, 2012.

In its October opinion, the court approved the $534 million
settlement of certain claims arising from the company's 2007
leveraged buyout transactions, and the amended plan continues to
implement that settlement.  The amended plan includes
modifications that comply with the rulings and findings made by
the court.  The amended plan also contains an Allocation Dispute
Protocol that would allow the court to resolve potential inter-
creditor disputes regarding amounts that will be paid to various
groups of creditors without interfering with the company's efforts
to secure prompt confirmation of the amended plan and the
company's subsequent emergence from bankruptcy.

At the court-ordered status conference scheduled for Tuesday,
November 22, the company will ask for a hearing in December, at
which time it will seek court approval of an accelerated timetable
for approval of a Supplemental Disclosure Statement and a re-
solicitation of votes limited to certain affected creditor
classes.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNIGENE LABORATORIES: Thomas Sabatino Appointed to Board
--------------------------------------------------------
Unigene Laboratories, Inc., announced the appointment of Thomas J.
Sabatino, Jr., to its Board of Directors.

Mr. Sabatino is currently Executive Vice President and General
Counsel for Walgreen Co., based in Deerfield, IL.  He joined
Walgreens in September 2011 after having held general counsel
roles with United Airlines, Inc., Schering-Plough Corporation,
Baxter International Inc., and American Medical International,
Inc.

Richard Levy, Chairman of the Board at Unigene and Managing
Partner and Founder of Victory Park Capital, the Chicago-based
alternative investment firm, which provided Unigene with critical
new capital during the company's 2010 debt restructuring, said,
"We are proud to have Tom join Unigene's Board of Directors.  His
extensive industry experience and impressive track record ?
specifically, his knowledge of the legal and regulatory landscape
for pharmaceutical companies ? will be invaluable as Unigene
continues to execute against its business transformation.  Tom
brings a wealth of contacts, knowledge and insight that will
strengthen our board and be instrumental in guiding the business
through market-leading clinical developments of orally-delivered,
peptide-based therapeutics."

Thomas J. Sabatino, Jr., stated, "Unigene has emerged as the
leading oral peptide delivery company with validated technology
platforms.  I am extremely impressed with the management team's
progress thus far.  The team's unwavering commitment to the solid
execution of their strategy has resulted in tangible results over
the past year as well as set the stage for multiple events that
will continue to transform the Company.  I look forward to playing
an active role in establishing Unigene as the preeminent oral
peptide delivery Company."

After beginning his career with a law firm and then moving into
corporate law, Sabatino was named President and CEO in 1990 of
privately-held medical products manufacturer and distributor
Secure Medical, Inc., of Mundelein, IL.  In 1992, he joined
American Medical International, a Dallas-based for-profit hospital
chain with 40 acute-care hospitals.  Three years later he rejoined
Baxter International and was named Senior Vice President and
General Counsel for the Company in 1997.  Sabatino moved to
Schering-Plough in 2004 as Executive Vice President and General
Counsel for Global Law and Public Affairs.

In March 2010, he was appointed General Counsel of United Airlines
and immediately took a leading role in its merger negotiations
with Continental Airlines, Inc.  Sabatino left United Continental
Holdings, Inc., in 2011 after completion of the merger.

Sabatino earned a Bachelor of Arts degree from Wesleyan University
in Middletown, CT, in 1980 and his law degree from the University
of Pennsylvania in Philadelphia in 1983.  He is a member of the
bar in Massachusetts, Illinois, California and New Jersey.  He
serves on the Board of Directors and the Executive Committee of
the Association of Corporate Counsel; serves on the Advisory Board
of Corporate Pro Bono; and is on the General Counsel Committee of
the American Bar Association.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company also reported a net loss of $22.37 million on $8.02
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $23.97 million on $8.41 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $17.49
million in total assets, $78.87 million in total liabilities and a
$61.37 million total stockholders' deficit.


UNIVISION COMMS: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications, Inc., is a borrower traded in the secondary market
at 91.45 cents-on-the-dollar during the week ended Friday, Nov.
18, 2011, an increase of 91.45 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 425 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on March 29, 2017, and carries Moody's B2 rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 126 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                   About Univision Communications

Univision Communications, Inc., headquartered in New York, claims
to be a leading Spanish language media company in the United
States.  Revenue for fiscal year 2010 was approximately $2.2
billion.

As reported by the Troubled Company Reporter on Jan. 12, 2011,
Standard & Poor's affirmed its ratings on New York City-based
Spanish language TV and radio broadcaster Univision
Communications, Inc.'s 8.5% senior unsecured notes due 2021,
following the Company's proposed $315 million add-on to the issue.

The add-on would bring the total dollar amount of the issue to
$815 million.  The issue-level rating on this debt remains at 'CC+
(two notches lower than the 'B' corporate credit rating on the
Company), and the recovery rating remains at '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for noteholders in
the event of a payment default.

S&P expects Univision to use proceeds from the proposed issuance
to repay the remaining portion of its 9.75%/10.5% senior unsecured
toggle notes due 2015, following the expiration of its current
tender offer for the notes.  The Company's current tender offer
for up to $1.005 billion of its toggle notes, which S&P expects it
will meet with proceeds from Grupo Televisa, S.A.B.'s investment,
is set to expire on Jan. 21, 2011.

On Apr. 28, 2011, the TCR related that Moody's assigned a B2
rating to Univision Communications, Inc.'s proposed $600 million
senior secured notes due 2019.  Univision plans to utilize the net
proceeds from the note offering to redeem its $545 million senior
secured notes due 2014 (2014 notes) and fund related transaction
expenses.  Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

The refinancing improves Univision's maturity profile, reduces
refinancing risk related to its 2014 maturities (approximately
$1.1 billion upon completion of the proposed offering), and will
moderately reduce cash interest expense.  Moody's does not expect
the $55 million increase in debt as a result of funding the tender
premium on the 2014 notes to materially alter Univision's current
leverage position or the expected de-leveraging over the next few
years.  Moody's had expected in the existing B3 CFR and stable
rating outlook that Univision would refinance the 2014 notes.

On June 16, 2011, the TCR reported that Fitch Ratings affirmed
Univision Communications, Inc.'s Issuer Default Rating (IDR) at
'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'.  The Rating Outlook is Stable.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data.  Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.  High ratings
and concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population.  Ratings concerns are centered on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.


USG CORP: Stephen Leer Elected Lead Director of the Board
---------------------------------------------------------
USG Corporation's Board of Directors has elected Stephen F. Leer
to serve as the Board's Lead Director, effective Jan. 1, 2012.
Mr. Leer is the Chairman and Chief Executive Officer of Arch Coal,
Inc., and has served as a director of the Company since June 2005.
He also serves as the Chair of the Board's Compensation and
Organization Committee and as a member of its Governance
Committee.

In the newly created role of Lead Director, Mr. Leer will serve to
enhance the Board's effectiveness and communications between the
Board and James S. Metcalf, the Company's Chief Executive Officer
who will assume the additional role of Chairman on Dec. 1, 2011.
Among his other responsibilities as Lead Director, Mr. Leer will
preside at executive sessions of the independent directors and
consult with Mr. Metcalf regarding agendas and materials for Board
meetings.  A complete description of the role and responsibilities
of the Lead Director is set forth in the Board's Corporate
Governance Guidelines, which are available through the Corporate
Governance link in the Company Information section of the
Company's Web site at www.usg.com.

                        About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

The Company also reported a net loss of $290 million on $2.27
billion of net sales for the nine months ended Sept, 30, 2011,
compared with a net loss of $284 million on $2.24 billion of net
sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.82
billion in total assets, $3.44 billion in total liabilities and
$375 million in total stockholders' equity.

                          *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.


VALUE INVESTMENT: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Value Investment Properties, LLC
        fdba Belle-Aire Estates, LLC
        pdba Riverglen Homes, LLC
        2833 Dayton Blvd., Ste. 28
        Chattanooga, TN 37415

Bankruptcy Case No.: 11-16395

Chapter 11 Petition Date: November 17, 2011

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

Judge: John C. Cook

Debtor's Counsel: Kyle R. Weems, Esq.
                  WEEMS & RONAN
                  Suite 520, 744 McCallie Avenue
                  Chattanooga, TN 37403
                  Tel: (423) 624-1000
                  E-mail: weemslaw@earthlink.net

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

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

A copy of the list of two largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb11-16395.pdf

The petition was signed by Sherry Presley, manager.


VISIONS DEVELOPMENT: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Visions Development Group, LLC
        821 Perrineville Rd
        Millstone Township, NJ 08535-1316

Bankruptcy Case No.: 11-43282

Chapter 11 Petition Date: November 17, 2011

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

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Joseph Casello, Esq.
                  COLLINS, VELLA & CASELLO
                  1451 Highway 34 South, Suite 303
                  Farmingdale, NJ 07727
                  Tel: (732) 751-1766
                  Fax: (732) 751-1866
                  E-mail: jcasello@cvclaw.net

Scheduled Assets: $2,300,100

Scheduled Debts: $2,918,763

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-43282.pdf

The petition was signed by Charles Gattsek, managing member.


WASHINGTON MUTUAL: Mediation Continuing Until Dec. 8 Hearing
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Raymond T. Lyons, a U.S. bankruptcy judge based in
Trenton, New Jersey, who is trying to mediate a settlement among
the creditors of Washington Mutual Inc., is extending the
mediation until Dec. 8, the next regularly scheduled hearing.  In
the meantime, the freeze on litigation remains.

According to Mr. Rochelle, the mediation chiefly involves
proponents of WaMu's Chapter 11 plan and noteholders proposing a
competing plan.  U.S. Bankruptcy Judge Mary F. Walrath appointed
Lyons as mediator after handing down a 139-page opinion in
September finding defects and refusing to confirm WaMu's plan for
a second time this year.


                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WASTEQUIP INC: Moody's Changes PDR to Ca/LD From 'Caa2'
-------------------------------------------------------
Moody's Investors Service has lowered the probability of default
rating (PDR) of Wastequip Inc. (Wastequip) to Ca/LD from Caa2 and
the corporate family rating (CFR) to Ca from Caa2. The ratings
outlook has been revised to negative from stable.

The limited default (LD) designation reflects the company's
failure to make its October 17, 2011 mezzanine interest payment
within the 30-day grace period, as provided by the original
mezzanine credit agreement. Moody's will remove the LD designation
within three business days after its assignment due to the
company's execution of an amendment which cured the missed
interest payment by allowing the company to add its interest
obligation to the mezzanine debt as incremental principal. Despite
Wastequip's success in obtaining the amendment, Moody's definition
of default is intended to capture events whereby issuers fail to
meet their debt service obligations as outlined in their original
credit agreement. The LD also considers the possibility that the
company may default on other mezzanine interest payments over the
next year.

These ratings were downgraded:

Probability of Default Rating to Ca/LD from Caa2;

Corporate Family Rating to Ca from Caa2;

$50 million senior secured revolving credit facility due 2012 to
Caa3 (LGD3, 42%) from B3 (LGD2,28%); and

$331 million senior secured term loan due 2013 to Caa3 (LGD3, 42%)
from B3 (LGD2,28%).

RATING RATIONALE

The downgrade to Ca was driven by Wastequip's high leverage (over
15x on an adjusted basis) and upcoming debt maturities, including
its $50 million senior secured revolver set to mature in February
2012 (roughly $49 million outstanding, including L/C's) and its
$330 million term loan maturing a year later. The company
maintains meaningful cash balances of $55 million which should
support near term operations and certain financing requirements,
specifically the maturity of its revolving credit facility.

Nevertheless, the negative outlook reflects Moody's view that a
debt restructuring is possible over the intermediate term and that
one could occur in advance of the maturity of the term loan in
February 2013. If one does occur, the restructuring would likely
alleviate pressure on what Moody's views as an untenable capital
structure.

The ratings are unlikely to be upgraded prior to a restructuring
of the company's capital structure. Conversely, a negative rating
action could occur if the company were to default on its senior
secured revolver or term loan through either a missed interest or
principal payment, bankruptcy or distressed exchange.

The principal methodology used in rating Wastequip was the Global
Manufacturing 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.

Wastequip is the largest manufacturer of waste handling and
recycling equipment used to collect, process, and transport solid
and liquid waste in North America. Revenues for the twelve months
ending July 2, 2011 were approximately $335 million.


WILLIAM LYON: Commences Solicitation of Votes on Restructuring
--------------------------------------------------------------
William Lyon Homes announced the commencement of a solicitation of
votes to support a restructuring of its outstanding indebtedness,
including its three series of senior notes.  As previously
announced on November 4, the three series of senior notes are the
10 3/4% Senior Notes due April 1, 2013, the Company's 7 5/8%
Senior Notes due 2012, and the Company's 7 1/2% Senior Notes due
Feb. 15, 2014, all issued by William Lyon Homes, Inc., a wholly-
owned subsidiary of the Company.  The senior notes are guaranteed
by the Company and certain subsidiaries.

The solicitation is scheduled to expire at 5:00 p.m., New York
City time, on Friday, Dec. 16, 2011.  The solicitation may be
amended, extended or terminated.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at June 30, 2011, showed $611.15
million in total assets, $610.25 million in total liabilities and
$896,000 in equity.

William Lyon reported a $22.4 million net loss for the six months
ended June 30, 2011, on revenue of $101.9 million.  The operating
loss for the half year was $12.5 million.

                           *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.

As reported by the TCR on Nov. 14, 2011, Moody's Investors Service
assigned a Ca/LD probability of default rating to William Lyon
Homes, Inc.  This action follows the company's announcement on
November 4, 2011 that it had not made a required interest payment
on its 10.75% senior unsecured notes within the 30-day grace
period.  By Moody's definition, the failure to make timely
interest payments constitutes a limited default.  After three
days, Moody's will remove the LD designation.


WYSTERIA LLC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wysteria, LLC
        580 California St, Suite 500
        San Francisco, CA 94104

Bankruptcy Case No.: 11-34171

Chapter 11 Petition Date: November 18, 2011

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Joel K. Belway, Esq.
                  LAW OFFICES OF JOEL K. BELWAY
                  235 Montgomery St. #668
                  San Francisco, CA 94104
                  Tel: (415) 788-1702
                  E-mail: belwaypc@pacbell.net

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

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

The petition was signed by Stephen H. Kendrick, manager.

Debtor's List of four Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Page & Turnbull                                  $56,816
1000 Sansome St., Ste 200
San Francisco, CA 94111

Environmental Science                            $21,288
Associates
225 Bush St., Ste 1700
San Francisco, CA 94104

Adelson, Hess & Kelly                            $10,466
577 Salmar Ave, 2nd Flr
Campbell, CA 95008

Farella Braun & Martel LLP                       $3,034
Russ Bldg, 30th Flr
235 Montgomery Street
San Francisco, CA 94104


* Banner Wants Robbins Geller Conspiracy Claims Nixed
-----------------------------------------------------
Jacqueline Bell at Bankruptcy Law360 reports that Banner & Witcoff
Ltd. asked a Georgia court Thursday to dismiss allegations of a
conspiracy to force a Robbins Geller Rudman & Dowd LLP client into
bankruptcy in order to stop a patent lawsuit over call center
technology against Banner client Avaya Inc.

In a motion to dismiss, Law360 relates, Banner called the lawsuit
an "unprecedented and bad faith attempt" by Robbins Geller to
collect an unearned fee for patent litigation from its former
client vTrax Technologies Inc. as well as Banner and Avaya.


* Fitch Publishes 'Global Industry Overview'
--------------------------------------------
Fitch Ratings has published a special report titled 'Global
Industry Overview: A Growing Appetite for Protein'.  The report
provides an overview of credit trends and rating considerations
for protein firms in Brazil, the U.S., and the Commonwealth of
Independent States (CIS).

Fitch concludes the report with an evaluation of the impact of
volatile feed and livestock prices, potential declines in
worldwide demand, foreign exchange fluctuations, and inflation on
the global protein industry.

The Issuer Default Ratings (IDR) and Rating Outlooks for companies
discussed in this report are as follows:

  -- Tyson Foods, Inc. 'BBB-'; Outlook Stable;
  -- BRF Brasil Foods S.A. 'BBB-'; Outlook Stable;
  -- JBS S.A.: 'BB-'; Outlook Stable;
  -- Smithfield Foods, Inc. 'B+'; Outlook Positive;
  -- Marfrig Alimentos S.A. 'B+'; Outlook Stable;
  -- Minerva S.A. 'B+'; Outlook Stable;
  -- MHP S.A. 'B'; Outlook Stable;
  -- Agri Business Holding Miratorg LLC 'B'; Outlook Stable;
  -- Avangardco Investments Public Limited 'B'; Rating Watch
     Negative.

According to the report, free cash flow generation has been a
major concern for Brazilian issuers.  'We expect free cash flow at
Marfrig, Minerva, and JBS to become positive by 2012 due to cost
cutting and synergies from the integration of past acquisitions,'
said Viktoria Krane, Director at Fitch.  'Failure to generate free
cash flow would continue to delay needed deleveraging and could
pressure ratings.'

U.S.-based Tyson and Smithfield are performing in-line or better
than Fitch had anticipated, despite higher cost grain and
livestock purchases, as performance in beef and pork remain
strong. Stable debt levels, the maintenance of adequate liquidity
and effective hedging could result in an additional upgrade for
Smithfield.  Smithfield's ratings were upgraded and its outlook
was revised to Positive earlier in 2011.

Protein firms in the CIS have higher margins than those in the
U.S. and Brazil but that profitability has not translated into
greater cash conversion.  Fitch expects leverage to deteriorate
for some of these firms in 2011-2012 due to aggressive capital
expenditure plans.  Currency mismatch remains a particular concern
for Ukrainian issuers as debt is mainly denominated in U.S.
dollars while revenue remains concentrated in the growing domestic
market.  However, Fitch expects the share of exports to increase
as current investments underway mature.  Fitch expects to be able
to remove Avangardco's from Rating Watch Negative once there is
clarity on the transfer of Mr. Oleg Bahkmayuk's 77.5% stake in
Avangardco to Ukrlandfarming PLC, Ukrlandfarming's financial
profile, intra-group pricing policies, and the extent of the ring-
fencing of Avangardco.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-240-629-3300

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***