TCR_Public/111208.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 8, 2011, Vol. 15, No. 340

                            Headlines

99› ONLY STORES: Moody's Assigns 'B2' Corporate Family Rating
94TH AND SHEA: Wants Stipulation on Valuation of Property Okayed
AFFINIA GROUP: Moody's Affirms 'B2' Corporate; Outlook Stable
A.M. CASTLE: Moody's Assigns 'B3' Corporate; Outlook Stable
ALEXANDER GALLO: Bayside Completes Acquisition of Assets

ALLIANCE HEALTHCARE: NYSE Accepts Continued Listing Plan
AMACORE GROUP: Guy Norberg Resigns from All Positions
AMEREN ENERGY: Moody's Reviews 'Ba1' Rating for Downgrade
AMERICAN AIRLINES: U.S. Trustee Forms 9-Member Creditors Committee
AMERICAN AIRLINES: Wins Nod to Limit Claims & Shares Trading

AMERICAN AIRLINES: Proposes to Assume Credit Card Agreements
AMERICAN AIRLINES: Wins Interim Nod to Pay Prepetition Taxes
AMERICAN AIRLINES:: McCabe Rabin Probe Misconduct in Bonds Sale
AMERICAN AIRLINES: Passenger Service Agents Want Union Formed
ARCADIA RESOURCES: PrairieStone to Sell All Assets to Walgreen

ARMTEC HOLDINGS: S&P Lowers Long-Term Corp. Credit Rating to 'B'
ARIZONA CHEMICAL: Moody's Raises Corporate Family Rating to 'Ba3'
ASG CONSOLIDATED: S&P Puts 'B' Credit Rating on Watch Negative
ATI ACQUISITION: Moody's Lowers Corporate Family Rating to 'Ca'
ATLANTIC & PACIFIC: Deal Sparks Concerns From Giant, Stop & Shop

ATLANTIC & PACIFIC: Judge Approves $490-Mil. Exit Financing Deal
ATRIUM COMPANIES: Moody's Confirms 'Caa1' Corp. Family Rating
B&G FOODS: S&P Cuts $350-Mil. Sr. Unsecured Note Rating to 'B-'
BERNARD L. MADOFF: Feeder Fund Sues Ernst & Young for $900MM
BERNARD L. MADOFF: Used as Test Case for Fraud Transfer Suits

BERNARD L. MADOFF: Investor Suits Against JPM, BNY Dismissed
BORDERS GROUP: Selling Internet Addresses for $786,000
CAGLE'S INC: FTI Consulting Approved as Restructuring Manager
CAMARILLO PLAZA: Case Summary & 17 Largest Unsecured Creditors
CAPMARK FINANCIAL: Wells Fargo Files Suit Over $5.6MM Claim

CAROLINA WINGS: Files for Chapter 11 to Reorganize Debts
CDC CORP: Creditors Seek Appointment of Chapter 11 Trustee
CENTRAL GARDEN: Moody's Affirms 'B1', Revises Outlook to Stable
CHRISTENSEN REALTY: Bankruptcy Case Fully Administered and Closed
CITIZENS CORP: Lenders Dispute CEO Lowery Claim Over FiData

CLARE OAKS: Files for Chapter 11 Bankruptcy Protection
CLEAN BURN: Perdue BioEnergy Wants Ch. 11 Case Converted to Ch. 7
COLONIAL BANCGROUP: May Use Additional Funds in Operating Account
COLORADO PUBLIC: Moody's Affirms Ba1 Rating on Series 2002 Bonds
COMMERCIAL METALS: Moody's Reviews 'Ba1' Corporate for Downgrade

COMMERCIAL METALS: S&P Keeps 'BB+' Corporate on Watch Negative
COMSTOCK RESOURCES: Moody's Affirms 'B1' Corporate Family Rating
CORNERSTONE BANCSHARES: Nov. 29 Set as Payment Date for Dividend
DELIVERANCE CHRISTIAN: Court Won't Allow Release of Donors' Names
DYNEGY INC: Franklin Advisers Says It's Not Part of Control Group

DYNEGY INC: Franklin Says Quick Plan Could Make Examiner Moot
DYNEGY INC: Danskammer and Roseton to Continue Operations
DYNEGY INC: T. Elward Replaces H. Harrison as Board Member
EAGLE BULK: Hires Advisors to Deal With $1.13-Bil. Debt
EASTERN/505 LP: Voluntary Chapter 11 Case Summary

EMCOR: Moody's Assigns 'Ba1' Rating to $750-Mil. Credit Facility
ENER1 INC: Dale Parker Is CFO; Contract to Continue in Ch. 11
ENRON CORP: Circuit Denies Rehearing on Broad Safe Harbor Defense
ENTERGY CORP: Moody's Says Transmission Spin-Off Is Neutral
EVERGREEN SOLAR: Creditors Find Defective Security Interests

FAIRWAYS COMMONS: Unsecureds to Share in $500,000 Distribution
FIDELITY NATIONAL: Moody's Says Ba1 CFR Unaffected by Offering
FIDELITY NAT'L: Fitch Says $150MM Offering Won't Affect Ratings
FPD LLC: Court Dismisses Chapter 11 Reorganization Case
FRIENDLY ICE CREAM: PBGC Aims to Bar Sun Capital From 'Note' Bid

FRONTLINE LTD: Eyes Spin Off to Avoid Bankruptcy
GENERAL MARITIME: Committee Challenges Bid to Retain Moelis
GENERAL MOTORS: Won't Support New Saab Auto Ownership Deal
GENTA INC: Proposed Reverse Stock Split Deficient, Says FINRA
GETTY PETROLEUM: In Chapter 11 to Stop Master Lease Termination

GMX RESOURCES: Launches Distressed Exchange for 11.375% Notes
GRD HOLDING: S&P Assigns 'B' Corporate Credit Rating
GUIDED THERAPEUTICS: George Landegger Owns 13.1% Equity Stake
HALO WIRELESS: Bankruptcy Court Won't Hear Bellsouth Claims
HEALTHWAREHOUSE.COM INC: Posts $1.3-Mil. Third Quarter Net Loss

HOLDINGS OF EVANS: Can Hire Todd Boudreaux as Attorney
HOSPITAL DAMAS: Case Reassigned to Honorable E. A. Godoy
HUDSON TREE: Case Summary & 6 Largest Unsecured Creditors
INSIGNIA VESSEL: Moody's Affirms 'B3' Corporate Family Rating
IOWA HOTEL: U.S. Bank Loses Bid for SARE Declaration

ITC LAS VEGAS: Bank of Nevada Can Foreclose Las Vegas Property
J CREW GROUP: S&P Affirms 'B' Corporate Credit Rating
JBS S.A.: Moody's Changes Outlook on 'B1' CFR to Stable
JER JAMESON: Colony Capital Wants Ch. 11 Case Dismissed
JEWISH COMMUNITY: Voluntary Chapter 11 Case Summary

KOREA TECHNOLOGY: Hires DBH Consulting as Accountant
L.A. DODGERS: Owner Agrees to Pay $130MM in Divorce Settlement
L.A. DODGERS: Judge Asked to Protect Selig From Fox Sports
LBI MEDIA: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg.
LEHMAN BROTHERS: Court Confirms $65-Billion Payout Plan

LEHMAN BROTHERS: To Raise $2.6-Bil. to Buy Control of Archstone
LEHMAN BROTHERS: LBI Trustee Seeks Nod for $18.3-Bil. Allocation
LEHMAN BROTHERS: JPM Defends $6-Billion Claims
LEHMAN BROTHERS: SIPA Trustee Wants to Compel Deutsche Payment
LEHMAN BROTHERS: SIPA Trustee Has Settlement With Seamless N.A.

LIZ CLAIBORNE: Moody's Upgrades CFR to 'B2'; Outlook Stable
LEUCADIA NATIONAL: Moody's Reviews 'Ba3' Corporate for Downgrade
LYMAN HOLDING: Authorized to Expand Hilco's Auction Services
M-INVEST: Ernst & Young Sued for $900MM by Liquidators
MADISON 92ND: Hires Goldberg Weprin Finkel as Counsel

MADISON 92ND: Examiner Retains MSEK as Counsel
MAGUIRE GROUP: Gets Authorization to Pay Critical Vendor Claims
MAQ MANAGEMENT: Court Lifts Stay for Two Banks re Super Stop
MAQ MANAGEMENT: Court Denies BB&T's Lift Stay Request
MARK BRUNELL: Judge Confirms Plan of Reorganization

MARKETING WORLDWIDE: Hires RBSM LLP as Accountants
MARMC TRANSPORTATION: U.S. Trustee Objects to Plan Confirmation
MARMC TRANSPORTATION: To Give Limited Correction to Plan Outline
MERIDIAN MORTGAGE: Trustee Sues Moss Adams Over Ponzi Scheme
MF GLOBAL: SIPA Trustee Proposes to Make $2.1-Bil. Distribution

MF GLOBAL: Trustee Proposes to Sell Customer Securities Accounts
MF GLOBAL: Chapter 11 Trustee L. Freeh Begins Work
MF GLOBAL: Cash Collateral Stipulation Expires Tomorrow
MF GLOBAL: Asks for Jan. 17 Extension for Schedules and Statements
MF GLOBAL: Lowey Dannenberg Files Class Action Suit Against Firm

MF GLOBAL: Entwistle & Cappucci Files Securities Action
MFJT LLC: Hearing on Cash Access Continued Until Dec. 20
MFJT LLC: Has Until Feb. 29 to Solicit Plan Votes from Creditors
MOORE SORRENTO: Wells Fargo Paid on 7th Anniv. of Effective Date
MPG OFFICE: Completes $11.25 Million Mezzanine Financing

MSR RESORT: New Trump Offer for Doral Golf Is $20MM Less
NALCO CO: S&P Upgrades Corporate Credit Rating From 'BB-'
NATIONAL CENTURY: VI/XII Trust Files Third Quarter Report
NATIONAL CENTURY: UAT Files Third Quarter Report
NEVADA CANCER: Section 341(a) Meeting Scheduled for Jan. 5

NEVADA CANCER: Opposes Patient Care Ombudsman Appointment
NEVADA CANCER: Seeks to Employ Kurtzman Carson as Claims Agent
NEVADA CANCER: Seeks to Employ A&M as Restructuring Managers
NEWARK HOUSING: S&P Lowers Rating on Rent-Backed Bonds to 'BB'
NEWPAGE CORP: Creditors Seek Info On Cerberus, NewPage Ties

NEWPAGE CORP: Creditors Seeking to Investigate Cerberus
NII CAPITAL: Moody's Assigns 'B2' Rating to Add-On Note Offering
NII CAPITAL: S&P Affirms 'B+' Corporate Credit Rating
NORTHCORE TECHNOLOGIES: Holders to Convert Remaining Debentures
NPC INT'L: Moody's Assigns 'Caa1' Rating to Proposed Notes

OFFICE DEPOT: Moody's Says 'B2' CFR Unaffected by 3Q Performance
OP-TECH ENVIRONMENTAL: Posts $1.1-Mil. Third Quarter Net Loss
PACIFIC RUBIALES: Moody's Assigns Ba2 Rating to $250MM Sr. Notes
PACIFIC RUBIALES: Fitch to Rate Proposed $450-Mil. Debt at 'BB'
PACIFIC RUBIALES: S&P Affirms 'BB' Corporate Credit Rating

PALM BEACH FINANCE: Bankr. Trustee Sues Bachmann to Recoup Monies
PENINSULA HOSPITAL: Hires Nixon Peabody as Special Counsel
PFG ASPEN: Court Confirms Plan; PFG Aspen Settles with BoA
PFG ASPENWALK: Bankruptcy Case Fully Administered; Case Closed
PHILADELPHIA ORCHESTRA: Pension Plan Allowed to Terminate

POTLATCH CORP: S&P Puts 'BB' Corp. Credit Rating on Watch Neg.
PURESPECTRUM INC: C. Atkinson Appointed Sole Officer & Director
R&G FINANCIAL: Files Third Amended Chapter 11 Plan of Liquidation
RAINBOW MOVERS: Files for Chapter 11 Bankruptcy Protection
REITTER CORP: Gets 28-Day Extension to File Amended Plan Outline

RVTC LIMITED: Amended Reorganization Plan Declared Effective
SAAB AUTOMOBILE: GM Still Won't Back Sale to Chinese Buyers
SEARS HOLDINGS: Moody's Lowers Corporate Family Rating to 'B1'
SENTINEL MANAGEMENT: Former Exec Wants SEC Allegations Nixed
SHEARER'S FOODS: Moody's Lowers CFR to 'B3'; Outlook Negative

SHELL POINT: S&P Assigns 'BB' Rating to $12.07MM Revenue Bonds
SIXTH AVENUE: Alco Capital Liquidating Assets
SOUPER SALAD: Bankruptcy Judge Clears Sale of Chains
SPANSION LLC: Moody's Affirms 'B1' Corporate Family Rating
SSI GROUP: Wins OK to Sell Grandy's, Souper Salad for $10MM

STATE FAIR OF VIRGINIA: Section 341(a) Meeting Set for Jan. 12
STATE FAIR OF VIRGINIA: Seeks to Hire Troutman Sanders as Counsel
STATE FAIR OF VIRGINIA: Seeks to Hire Aery as Financial Advisor
STUDIO ONE: Posts $1.6 Million Net Loss in Sept. 30 Quarter
STUDIO ONE: Restates Previously Filed Reports to Correct Errors

SYMETRA FINANCIAL: Moody's Affirms 'Ba1' Jr. Sub. Notes Rating
TMP DIRECTIONAL: Files for Bankruptcy With Prepack Plan
TOUSA INC: Approved to Pay Off $193 Million Revolver
TRI-VALLEY CORP: Posts $2.7 Million Net Loss in 3rd Quarter
TRI-VALLEY CORP: Amends Previously Filed Reports to Correct Errors

TRANS ENERGY: Seven Directors Elected at Annual Meeting
UNIGENE LABORATORIES: Regains Exclusive Rights of Oral PTH
VOICES OF FAITH: Case Summary & 20 Largest Unsecured Creditors
VITRO SAB: Dealt Setbacks by District Judge, U.S. Trustee
WASHINGTON MUTUAL: Agrees to $41.5M Securities Lawsuit Deal

WAVE SYSTEMS: Expects $1.7 Million Revenue Through End of 2012
WINLAND ELECTRONICS: Gets Stock Exchange Non-Compliance Notice
WPCS INTERNATIONAL: In Talks of Forbearance with Bank of America
W.R. GRACE: To Hike Prices for N.A. Admixtures Effective Jan. 1
W.R. GRACE: Completes Silica Gel Facility Expansion in Brazil

YELLOW MEDIA: S&P Lowers Corporate Credit Rating to 'BB-'
ZURVITA HOLDINGS: Guy Norberg Resigns from Board of Directors

* Above-Average Income Debtors Keep Income Tax Refunds

* Consumer Bankruptcy Filings Drop 12% in November
* Financial Crimes Stemming From Crisis Bedevil Prosecutors
* S&P: Media, Oil-Gas, Dining-Retail Sectors Face Most Stress

* Cleary Gottlieb's Schweitzer Named as Law360's Bankruptcy MVP
* Coleman Bankruptcy Lawyer Joins Levenfeld Pearlstein
* Joshua Cohen Joins Wendel, Rosen, Black & Dean LLP

* Carlota Bohm Appointed as W.D. Pennsylvania Bankruptcy Judge

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

99› ONLY STORES: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned first time ratings to 99› Only
Stores; Corporate Family Rating at B2. Moody's also rated the
proposed $525 million senior secured term loan at B2 and the
proposed $250 million senior unsecured notes at Caa1. The rating
outlook is stable. In addition, the Speculative Grade Liquidity is
assigned at SGL-2 indicating good liquidity.

The proceeds of the proposed $525 million senior secured term loan
and $250 million senior unsecured notes will be used to finance
the acquisition of 99› Only Stores by Ares Management and Canada
Pension Plan Investment Board for $1.6 billion. In addition, Ares
Management and Canada Pension Plan Investment Board will
contribute about $536 million in common equity.

These ratings are assigned and subject to receipt and review of
final documentation:

Corporate Family Rating at B2

Probability of Default Rating at B2

$525 million senior secured term loan B due 2018 at B2 (LGD 3,
44%)

$250 million senior unsecured notes due 2019 at Caa1 (LGD 5, 88%)

Speculative Grade Liquidity rating at SGL-2

RATINGS RATIONALE

The B2 Corporate Family Rating reflects the high leverage of 99›
Only Stores as a result of its proposed leveraged buy-out. Pro
forma for the transaction debt to EBITDA will be 6.1 times for the
lagging twelve months ended October 1, 2011. The rating also
considers 99› Only Stores geographic concentration in California
where about 74% of its stores are located. Moody's expects the
competitive pressures in California to intensify as both Dollar
General and Family Dollar are aggressively entering the California
market. The rating acknowledges 99› Only Stores relatively small
scale relative to the other dollar store chains. The rating is
supported by the positive industry trends of the dollar store
sector. Moody's views the dollar store sector favorably and
expects that it will continue to grow given its low price points
and relative resistance to economic cycles. The rating is also
supported by 99› Only Stores good liquidity and its unique
merchandising strategy which somewhat mitigates it from
competitive pressures and has resulted in its store productivity
outpacing its peer group.

The stable outlook acknowledges that 99› Only Stores leverage will
remain high given the sizable amount of debt it is incurring as a
part of its leveraged buy-out.

Ratings could be upgraded should 99› Only Stores earnings grow
such that debt to EBITDA approaches 5.0 times and EBITA to
interest expense rises above 1.75 times. A ratings upgrade would
also require financial policies which would support leverage and
coverage remaining at these improved levels.

Ratings could be downgraded should 99› Only Stores operating
performance decline or financial policies become more aggressive
such that debt to EBITDA were to be sustained above 6.5 times or
EBITA to interest expense were to remain below 1.25 times. Ratings
could also be downgraded should 99› Only Stores fail to maintain
adequate liquidity.

99› Only Stores is a regional dollar store chain with 291 stores
located in California, Arizona, Nevada, and Texas. Revenues are
about $1.5 billion.

The principal methodology used in rating 99 Cents Only Stores was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


94TH AND SHEA: Wants Stipulation on Valuation of Property Okayed
----------------------------------------------------------------
JPMCC 2007-CIBC19 Shea Boulevard, LLC, and 94th and Shea, L.L.C.,
ask the U.S. Bankruptcy Court for the District of Arizona to
approve a stipulation in relation to the hearing on confirmation
of its Amended Chapter 11 Plan and JPMCC's motion for relief from
automatic stay.

The stipulation provides that:

   -- the Debtor owns a real property known as The Shops and
Office at 9400 Shea, located at 9325, 9343, 9375 and 9397 East
Shea Boulevard in Scottdale, Arizona; and the 3.594 net acre
parcel of land which is adjacent to the office property;

   -- the value of JPMCC's non-cash real property collateral, the
property is $11.7 million;

   -- the Debtor agrees that the $11.7 million valuation agreed to
herein for the property is binding on it for all purposes related
to the confirmation of the Debtor's Amended Plan and JPMCC's
motion for relief from stay;

   -- the parties further agree that: (i) the Debtor is not
waiving its ability to challenge the validity or enforceability of
JPMCC's lien on the outparcel in a future adversary proceeding
under; (ii) the parties right to call the valuation experts,
including John L. Rucker and Douglas Tomasello, to testify on
other issues in any trial on the Debtor's Amended Plan and JPMCC's
motion for relief from stay including, feasibility, good faith, or
the market rental rates from the property; and (iii) other than
waiving the right to argue that by entering into the stipulation
limits, prohibits and prevents either party from calling the
valuation experts, each party reserves all other objections.

                       About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops And Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli
Shughart, P.C., in Phoenix, Ariz., serve as counsel to the Debtor.
The Debtor disclosed $123,588 plus unknown amount in assets and
$22,870,408 in liabilities as of the Chapter 11 filing.

Secured creditor JPMCC 2007-CIBC19 Shea Boulevard, LLC, is
represented by Robert R. Kinas, Esq., Jonathan M. Saffer, Esq.,
and Nathan G. Kanute, Esq., at Snell & Wilmer L.L.P., in Tucson,
Arizona.


AFFINIA GROUP: Moody's Affirms 'B2' Corporate; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default Ratings of Affinia Group Inc. at B2.  In a
related action Moody's affirmed Affinia's secured note rating at
B1, and the subordinated note rating at B3. The Speculative Grade
Liquidity Rating was lowered to SGL-3 from SGL-2. The rating
outlook remains stable.

Ratings Affirmed:

B2, Corporate Family Rating

B2, Probability of Default

B1 (LGD3, 36%) for the $203 million (remaining amount) senior
secured notes

B3 (LGD4, 69%) for the $367 million subordinated notes

B3, Senior Unsecured Issuer Rating

Rating lowered:

Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

RATINGS RATIONALE

Affinia's B2 Corporate Family Rating reflects the company's modest
size, high debt levels, and pressured liquidity profile balanced
by good interest coverage measures. Affinia's aftermarket business
benefits from generally recurring demand supported by an
increasing number of registered vehicles, and higher average
vehicle ages. Affinia maintains leading brand names and market
positions for its filtration, brake products, and chassis
businesses and has good geographic diversification. However, the
company continues to contend with rising raw material costs and
high levels of short-term factoring to support certain customers.

The stable outlook reflects expectations of maintenance of
profitability levels as demand trends remain favorable despite
increasing commodity cost pressures.

The Speculative Liquidity Rating of SGL-3 reflects an adequate
liquidity profile for the company over the next twelve months
supported by cash balances and availability under Affinia's asset
based revolving credit facility. Yet, the company's increased use
of accounts receivable factoring arrangements weighs on the
liquidity profile. Moody's expects liquidity to continue to be
supported by high levels of accounts receivable factoring which
stood at $307 million for the year-to-date September 30, 2011. As
of September 30, 2011, the company had approximately $78 million
of unrestricted cash on hand and borrowing base availability under
the $315 million asset based revolving credit facility of
approximately $125 million. The ABL revolving credit facility
matures on November 30, 2015. The facility contains a fixed charge
coverage covenant once availability falls below the greater of
12.5% of the total revolving loan commitments or $39.5 million.
Moody's does not expect this threshold to be met over the near-
term. While the company is expected to be free cash flow positive
over the near-term, alternative forms of liquidity are limited by
the company's revolving credit facility and senior secured note
which are secured by substantially all of the company's domestic
assets.

Developments that could lead to an improved ratings or outlook
includes Debt/EBITDA approaching 4.5x combined with EBIT/Interest
approaching 2x, and sustained free cash flow generation.

Developments that could lead to lower ratings or outlook include
deterioration in EBIT margins below 4% and EBIT/Interest under
1.2x, Debt/EBITDA sustained below 6x, or negative free cash flow.

The principal methodology used in rating Affinia Group Inc. was
the Global Automotive Supplier Industry Methodology published in
January 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Affinia Group Inc., headquartered in Ann Arbor, MI, is a designer,
manufacturer and distributor of aftermarket components for
passenger cars, sport utility vehicles, light, medium and heavy
trucks and off-highway vehicles. The company's product range
addresses filtration, brake and chassis markets in North and South
America, Europe and Asia. In 2010, the company reported revenues
of approximately $2.0 billion.


A.M. CASTLE: Moody's Assigns 'B3' Corporate; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned first-time ratings of B3
Corporate Family Rating and a B3 Probability of Default Rating to
A.M. Castle & Co.  In a related rating action, Moody's also
assigned a B3 rating to the company's proposed $225 million Senior
Secured Notes due 2016. Proceeds from these Notes in addition to
cash on hand, borrowings under its revolving credit facility, and
proceeds from a convertible notes issuance will be used to
purchase Tube Supply, Inc., to refinance Castle's existing
indebtedness, and to pay related fees and expenses. A speculative
grade liquidity rating of SGL-3 is also assigned. The rating
outlook is stable.

These ratings/assessments were affected by this action:

Corporate Family Rating assigned at B3;

Probability Default Rating assigned at B3; and,

Senior Secured Notes due 2016 rated B3 (LGD3, 49%).

A speculative grade liquidity rating of SGL-3 is assigned.

RATINGS RATIONALE

Castle's B3 Corporate Family Rating reflects the high financial
risk given the low operating margins and the weak interest
coverage metrics due to the leveraged acquisition of Tube. Moody's
forecasts Castle's adjusted interest coverage ratio (EBITDA-
CAPEX/interest expense) coming in around 1.5 times for 2012, as
balance sheet debt is increasing by about $185 million.
Additionally, the rating incorporates the challenges of
integration and the very high dependence on the performance of
Tube, a much smaller but more profitable company than Castle, to
meet debt service requirements. Inclusive of Tube, Moody's
believes that Castle may generate about 4% operating margins.

Partially offsetting low interest coverage ratios and margins is
Castle's business profile, which Moody's believes is a credit
strength. The company distributes a myriad of products and
performs a broad array of processing services. The acquisition of
Tube expands Castle's product and service offering in the growing
oil and gas end markets. Also, debt leverage credit metrics
despite the acquisition are anticipated to be moderate. Castle's
liquidity profile, with no near-term maturities, gives it
additional financial flexibility to contend with ongoing economic
uncertainties.

Castle's SGL-3 speculative grade liquidity rating reflects Moody's
view that the company will maintain an adequate liquidity profile
over the next twelve months. Operating cash flow should be
sufficient to fund normal operating requirements and maintenance
levels of capital expenditures. Availability under the company's
proposed revolving credit facility should provide cushion for
potential operating cash shortfalls and extraordinary working
capital needs.

The stable outlook incorporates Moody's view that Castle's
operating performance will improve over time, resulting in
coverage ratios more supportive for its current rating category.

Castle is refinancing its capital structure with about $375
million of new debt, including a $100 million asset-based senior
secured revolving credit facility; $225 million Senior Secured
Notes due 2016; and $50 million Convertible Senior Notes due 2017.
Proceeds from these will be used to purchase Tube Supply, Inc. for
about $165 million (not including closing adjustments), refinance
approximately $107 million of Castle's existing indebtedness, and
to pay related fees and expenses. The B3 rating assigned to the
proposed $225 million Senior Secured Notes due 2016, the same as
the corporate family rating, reflects its collateral package
consisting of a second priority lien on the company's assets
behind the first priority lien securing the revolving credit
facility (unrated), and the benefits from the more junior $50
million Convertible Senior Notes due 2017 (unrated).

An upgrade in the near-term is not likely given that Castle's weak
interest coverage remains a limitation. However, if performance of
Tube maintains its positive trajectory and (EBITDA-CAPEX)/interest
expense nears 3.0 times while adjusted debt-to-EBITDA remains
below 4.0 times (all ratios incorporate Moody's standard
adjustments) operating performance would imply a potential for
positive rating pressure.

A downgrade could ensue if Castle is not benefiting from operating
efficiencies or financial performance is negatively impacted by a
decline in the company's end markets. (EBITDA-CAPEX)/interest
expense trending towards 1.0 times or adjusted debt-to-EBITDA
above 6.0 times (all ratios incorporate Moody's standard
adjustments) or deterioration in its liquidity profile could
pressure the ratings.

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

A.M. Castle & Co., headquartered in Oakbrook, IL, is a global
distributor of specialty metals and plastics. The company
primarily focuses on specialized grades of materials including
aluminum, high performance nickel alloys, stainless steel and
titanium in the forms of bars, tubing, extrusions, plate and
sheet. Castle also performs a broad array of processing services,
such as cutting, grinding, shearing and heat treating to meet
specific customer requirements. End markets include aerospace, oil
and gas, heavy equipment and infrastructure. Pro forma revenues
for the twelve months through September 30, 2011 totaled about
$1.3 billion.


ALEXANDER GALLO: Bayside Completes Acquisition of Assets
--------------------------------------------------------
Bayside Capital, Inc., disclosed that its affiliate has completed
the acquisition of the assets of Alexander Gallo Holdings, LLC,
parent company to the nation's leading court reporting and
litigation solutions companies, Esquire Deposition Solutions and
Sanction Solutions.

The acquisition is the culmination of the Company's successful
strategy to eliminate debt and strengthen liquidity while
continuing to provide critical litigation support to more than
10,000 law firm offices and corporate clients nationwide.

"This transaction solidifies our financial footing and provides us
with the strategic and financial resources to take advantage of
growth opportunities for the benefit of our clients, employees,
and stakeholders," said Alexander Gallo, the Company's founder.
"We look forward to working with Bayside to continue to improve
our product and customer service offerings."

Bayside Capital has worked closely with the Company over the last
several months to execute a series of financing transactions,
ultimately leading to this acquisition pursuant to Section 363 of
the bankruptcy code.  Jackson Craig, Managing Director of Bayside
Capital, commented, "We believe the Company is an industry leader
with an incredibly bright future and we're eager to work with the
Company's employees and management to continue to build the
business."

                About Esquire Deposition Solutions

Based in Atlanta, Esquire Deposition Solutions is the nation's
leading privately-owned court reporting and litigation solutions
companies.

                      About Bayside Capital

Bayside Capital is a leading private investment firm with more
than $4.5 billion under management.  Focused on middle market
companies, Bayside is able to invest across the capital structure
to consummate transactions on an expedited basis.  Bayside Capital
has nine offices throughout the U.S. and Europe and 200 investment
professionals to draw upon for strategic and operational
expertise. Bayside is an affiliate of H.I.G. Capital, a leading
global private investment firm with more than $8.5 billion of
equity capital under management.

                       About Alexander Gallo

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

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

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

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

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


ALLIANCE HEALTHCARE: NYSE Accepts Continued Listing Plan
---------------------------------------------------------
Alliance HealthCare Services, Inc. receives notice that the New
York Stock Exchange accepted the Company's plan for continued
listing and, pursuant to such plan, has granted the Company an 18
month extension until March 28, 2013 to regain compliance with the
NYSE continued listing standards subject to ongoing oversight.

As previously disclosed, on Sept. 30, 2011, Alliance announced
that it was below the NYSE's continued listing standard related to
market capitalization. The Company subsequently submitted a plan
of compliance to the NYSE.

Alliance's common stock will continue to be listed on the NYSE,
subject to quarterly reviews by the NYSE to ensure Alliance's
progress toward its plan to regain compliance with the market
capitalization standard. Failure to comply with the terms of the
plan, including quarterly reviews, or to regain compliance with
the continued listing standards by the end of the 18 month period
could result in the Company being delisted from the NYSE.

As reported in the Troubled Company Reporter on Oct. 18, 2011,
Moody's Investors Service affirmed Alliance Healthcare Services,
Inc.'s B1 Corporate Family and Probability of Default Rating. The
ratings outlook was revised to negative from stable. At the same
time, Moody's lowered Alliance's Speculative Grade Liquidity
Rating to SGL-3 from SGL-2.


AMACORE GROUP: Guy Norberg Resigns from All Positions
-----------------------------------------------------
Guy P. Norberg resigned from all his positions as an employee,
officer or member of the board of directors of The Amacore Group,
Inc., and the Company's subsidiaries effective Nov. 30, 2011.
There were no disagreements or dispute between Mr. Norberg and the
Company which led to his resignation.

                      About The Amacore Group

Based in Maitland, Florida, The Amacore Group, Inc., (OTC BB:
ACGI) -- http://www.amacoregroup.com/-- is primarily a provider
and marketer of healthcare related products, including healthcare
benefits, vision and dental networks, and administrative services
such as billing, fulfillment, patient advocacy, claims
administration and servicing.

                          *     *     *

In its March 31, 2010 report, McGladrey & Pullen, LLP in Orlando,
Florida, raised substantial doubt about the Company's ability to
continue as a going concern.  The auditor said the Company has
suffered recurring losses from operations and has not generated
sufficient cash flows from operations to meet its needs.

The Company's balance sheet at June 30, 2010, showed $8,595,986 in
total assets, $25,985,443 in total liabilities, and a $17,147,252
stockholders' deficit.

Amacore Group last filed financial statements with the SEC in
August 2010, when the company submitted its Form 10-Q for the
quarter ended June 30 2010.


AMEREN ENERGY: Moody's Reviews 'Ba1' Rating for Downgrade
---------------------------------------------------------
Moody's Investors Service placed the ratings of Ameren Energy
Generating Company (AmerenGenco, Ba1 senior unsecured) on review
for possible downgrade. Moody's affirmed the ratings and stable
outlook of Ameren Corporation (Ameren, Baa3 senior unsecured).

RATINGS RATIONALE

"The review of AmerenGenco's ratings reflects continuing low power
price conditions in its Midwest market, the vulnerability of the
company's coal fired fleet to EPA mandated environmental
compliance costs, and the likelihood that cash flow coverage
measures will decline from current levels" said Michael G.
Haggarty, Senior Vice President. The review is also prompted by
the recently announced closing of its two smallest coal fired
units, Hutsonville and Meredosia, with the company citing new
environmental regulations and the absence of a long-term capacity
market within the Midwest Independent System Operator (MISO) as
rationale.

The review will consider the magnitude of the anticipated decline
in the company's operating margins and cash flow coverages as
existing hedges roll off and new power contracts are entered into,
as well as the impact of new and pending EPA regulations including
Cross-State Air Pollution (CASPR), mercury and air toxics, and
coal combustion residue. The review will also analyze the impact
that a downgrade will have on AmerenGenco's collateral and
liquidity requirements and the ability of the company to meet
these needs. Moody's does not expect the review to result in more
than a one notch downgrade of AmerenGenco's rating.

The affirmation of the ratings and stable outlook of the parent
company Ameren considers the modest $425 million of debt at the
parent company level, the stable rating outlooks on its larger
regulated utility subsidiaries, and a more credit supportive
regulatory framework in Illinois following the institution of
formula electric rates under recently passed electric
infrastructure legislation in the state. Upon implementation of
this legislation and the resolution of the company's pending gas
rate case in Illinois, Moody's could consider positive rating
action on Ameren's Illinois utility subsidiary. The affirmation of
the parent company's ratings also considers the relatively small
contribution of AmerenGenco to Ameren's overall cash flow and risk
profile compared to its regulated utility subsidiaries and Moody's
expectation that Ameren will not provide any capital contributions
or other direct financial support to AmerenGenco over the next
several years, other than access to the Ameren non-utility money
pool.

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009, and Regulated
Electric and Gas Utilities published in August 2009.

Ratings on review include AmerenGenco's Ba1 senior unsecured and
bank credit facility rating.

Ratings affirmed include Ameren's Baa3 senior unsecured and Issuer
Rating.

Ameren Corporation is a public utility holding company
headquartered in St. Louis, Missouri. It is the parent company of
regulated utility subsidiaries Ameren Missouri and Ameren Illinois
and unregulated generation subsidiaries Ameren Energy Generating
Company and AmerenEnergy Resources Generating Company.


AMERICAN AIRLINES: U.S. Trustee Forms 9-Member Creditors Committee
------------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2,
appointed nine members to the official committee of unsecured
creditors in the Chapter 11 cases of AMR Corp., American Airlines,
Inc., and their debtor affiliates:

  1. Allied Pilots Association
     14600 Trinity Boulevard - Suite 500
     Fort Worth, TX 76155
     Attention: James E. Eaton
     Tel: (202) 712-3431

  2. Transport Workers Union of America - AFL-CIO
     1791 Hurstview Drive
     Hurst, TX 76054
     Attention: Robert Gless, Deputy Director
     Tel: (817) 282-2544
     Fax: (817) 282-1906

  3. Association of Professional Flight Attendants
     1004 West Euless Blvd.
     Euless, TX 76040
     Attention: Laura Glading, President
     Tel: (817) 540-0108
     Fax: (817) 540-2077

  4. Manufacturers and Traders Trust Company
     25 South Charles Street - 11th Floor
     Baltimore, MD 21201
     Attention: Robert D. Brown, Vice-President
     Tel: (410) 244-4238
     Fax: (410) 244-4236

  5. Wilmington Trust Company
     Rodney Square North
     1100 North Market Street
     Wilmington, DE 19890-1615
     Attention: Steven Cimalore, Vice-President
     Tel: (302) 636-6058
     Fax: (302) 636-4149

  6. The Bank of New York Mellon
     101 Barclay Street - 8 West
     New York, NY 10286
     Attention: John Guiliano, Vice-President
     Tel: (212) 815-5441
     Fax: (732) 667-9239

  7. Pension Benefit Guaranty Corporation
     1200 K Street NW,
     Washington, D.C. 20005-4026
     Attention: Suzanne Kelly, Senior Financial Analyst
     Tel: (202) 326-4070, Ext. 6367
     Fax: (202) 842-2643

  8. Hewlett-Packard Enterprise Services, LLC
     5400 Legacy Drive
     Plano, TX 75024
     Attention: Ayala Hassell, Senior Attorney
     Tel: (972) 605-5507
     Fax: (972) 605-5616

  9. Boeing Capital Corporation
     500 Naches Avenue SW - 3rd Floor
     Renton, WA 98057
     Attention: Jordan S. Weltman, VP Senior Managing Director
     Tel: (425) 965-4052
     Fax: (425) 965-4065

The U.S. Trustee is represented by:

        Brian S. Masumoto, Esq.
        Trial Attorney
        33 Whitehall Street, 21st Floor
        New York, NY 10004
        Tel: (212) 510-0500

Wilmington Trust holds these claims totaling more than $700
million against the Debtors:

  -- a $460 million claim with respect to the 6.25% convertible
     senior notes due 2014 issued by AMR Corp.;

  -- a $150 million claim with respect to the AMR Public Income
     Notes 7.875% due 2039;

  -- a $75.7 million claim with respect to AMR Debentures 9.00%
     due 2012;

  -- a $32.1 million claim with respect to AMR Debentures 10.00%
     due 2021;

  -- $15.7 million claim with respect to AMR Debentures 9.75%
     due 2021;

  -- $7.7 million claim with respect to AMR Medium Term Notes,
     Series C 9.20% due 2012; and

  -- $5.06 million claim with respect to AMR Debentures 9.80%
     due 2021.

M&T Trust Company holds these claims totaling more than $1.03
billion against the Debtors:

  -- $357 million claim with respect to AllianceAirport
     Authority, Inc. Special Facilities Revenue Refunding Bonds
     5.25% due;

  -- $199 million claim with respect to Dallas Fort Worth
     Facilities Improvement Corp. Bonds 6.375% due 2035;

  -- $131 million claim with respect to Dallas Fort Worth
     Facilities Improvement Corp. Refunding Bonds Series 5.50%
     due 2030;

  -- $126 million claim with respect to Dallas Fort Worth
     Facilities Improvement Corp. Series 1995 6.00% due 2014;

  -- $103 million claim with respect to Dallas Fort Worth
     Facilities Improvement Corp. Refunding Bonds Series 2000 A3
     9.125% due 2029

  -- $65 million claim with respect to Dallas Fort Worth
     Facilities Improvement Corp. Refunding Bonds Series 2000 A2
     9.00% due 2015

  -- $49.5 million claim with respect to AllianceAirport
     Authority, Inc. Special Facilities Revenue Refunding Bonds,
     Series 1991 7.00% due 2011

  -- $7.1 million claim with respect to Dallas Fort Worth
     Facilities Improvement Corp. Series 2002 8.25% due 2036

BNY Mellon holds these claims totaling more than $218.6 million
against the Debtors:

  -- $108.6 million claim with respect to Chicago O'Hare
     International Airport Special Facility Revenue Refunding
     Bonds, Series 2007 5.50% due 2024

  -- $60.9 million claim with respect to AMR Debentures 9.00%
     due 2016

  -- $17.8 million claim with respect to New Jersey Economic
     Development Authority Economic Development Bonds 7.10% due
     2031

  -- $17.5 million claim with respect to AMR Debentures 10.20%
     due 2020

  -- $7.8 million claim with respect to AMR Debentures 9.88% due
     2020

  -- $3.7 million claim with respect to AMR Medium Term Notes,
     Series B 10.55% due 2021

  -- $2.3 million claim with respect to AMR Medium Term Notes,
     Series B 10.29% due 2021

Boeing Commercial holds a $15.3 million trade debt against the
Debtors, while Hewlett Packard holds a $30.8 million trade debt
against the Debtors.

PBGC Director Josh Gotbaum on the Agency's appointment to
American Airlines Creditors' Committee stated, "We're committed
to working with American Airlines, their workers, retirees and
other parties, so the company can successfully reorganize while
also preserving its pension plans.  Based on early estimates,
American Airlines employees and retirees could lose at least a
billion dollars in pension benefits if the airline terminates
their plans," Mr. Gotbaum said.

"In addition to seeing their pensions cut, workers have also lost
healthcare benefits when companies terminate their pension plans.
As we did with Visteon, and with some plans at Delta and
Northwest Airlines, we will encourage American to fix its
financial problems and still keep its pension plans," Mr. Gotbaum
added.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

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


AMERICAN AIRLINES: Wins Nod to Limit Claims & Shares Trading
------------------------------------------------------------
American Airlines Inc. and its affiliates sought and obtained
interim authority to set up procedures (i) restricting certain
transfers of interest in AMR Common Stock, and certain transfers
of claims against the Debtors, and (ii) imposing certain
notification requirements with respect to substantial owners of
AMR Common Stock and substantial owners of unsecured claims
against the Debtors, including certain tax-exempt bonds and
instruments issued by obligors in leveraged lease and non-
leveraged lease structures that represent or subsequently may
represent interests in claims against the Debtors.

The Debtors said the request is intended to prevent certain
transfers of AMR Common Stock and certain transfers of claims
against the Debtors that could impair the ability of one or more
of the Debtors' estates to use their net operating loss
carryovers and certain other tax attributes on a reorganized
basis.

The Debtors estimate that, as of the Petition Date, they have
incurred, for U.S. federal income tax purposes, consolidated net
operating loss carryforwards of approximately $7.0 billion, in
addition to certain other tax attributes.

Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, explained that the Tax Attributes are valuable assets of
the Debtors' estates because the Internal Revenue Code of 1986,
as amended, generally permits corporations to carry over their
losses and tax credits to offset future taxable income and to
reduce their tax liability in future periods.  The Debtors' Tax
Attributes allow the Debtors to significantly reduce future U.S.
federal income tax liability, depending on future operating
results of the Debtors, and absent any intervening limitations
prior to the effective date of a Chapter 11 plan of
reorganization.  These savings, Mr. Miller asserted, could
substantially enhance the Debtors' cash position for the benefit
of parties in interest and contribute to the Debtors' efforts
toward a successful reorganization.

Any acquisition, disposition, or other transfer of equity or
claims on or after Nov. 29, 2011, in violation of the
restrictions set forth in the interim order will be null and void
ab initio as an act in violation of the automatic stay under
Sections 105(a) and 362 of the United States Bankruptcy Code.

The interim order applies to "Substantial Equityholders," being
persons who are, or as a result of a transaction would become,
the beneficial owner of approximately 4.5% of the outstanding
shares of AMR Common Stock.  It also applies to "Substantial
Claimholders," being persons who are, or as a result of a
transaction become, the beneficial owner of unsecured claims in
excess of a threshold amount of unsecured claims.  The initial
threshold amount is $190 million, but the amount may be
subsequently increased or decreased under certain circumstances
in connection with the Debtors' filing of a chapter 11 plan.

A final hearing on the Motion and requested relief is scheduled
for Dec. 22, 2011, at 10 a.m. before The Honorable Sean H. Lane
at the Bankruptcy Court, Alexander Hamilton Custom House, One
Bowling Green, New York, NY 10004.

A full-text copy of the Interim Order is available for free
at http://bankrupt.com/misc/amrequityord.pdf

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

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


AMERICAN AIRLINES: Proposes to Assume Credit Card Agreements
------------------------------------------------------------
American Airlines Inc. derive the most substantial portion of
their revenue from a variety of credit cards, charge cards,
purchase cards, electronic payments, money transfers, and other
types of non-cash forms of payments.  In 2011, sales derived from
non-cash forms of payments comprised approximately $17 billion of
the Debtors' approximate $21 billion of total revenue.  The
Debtors' customers and business partners use a variety of non-cash
forms of payment to purchase, among other things, passenger
airline tickets, including the payment of airline surcharges and
taxes, cargo services, tour packages, and memberships in American
Airline's Admirals Club(R) lounges.  These purchases generally are
made (i) directly from the Debtors at ticket counters and city
ticketing offices or by telephone, mail, or the Internet, or (ii)
through a travel agent.  In 2011, Travel Agency Sales accounted
for approximately 65% of the Debtors' total credit card revenue,
while Direct Sales accounted for the remaining approximately 35%.

By this motion, the Debtors seek the Court's authority to assume
payment agreements relating to credit card processing and other
methods of payment by the Debtors' customers.

In the ordinary course of business, the Debtors use these methods
to process payments:

  (a) General purpose credit cards generally issued by
      traditional credit card companies, including, but not
      limited to, American Express Travel Related Services
      Company, Inc. and American Express Payment Services
      Limited; Discover Financial Services LLC; JCB
      International Credit Card Co., Ltd. and JCB International
      Co., Ltd.; Diners Club International Ltd.; and Citibank,
      N.A., in connection with the Debtors' private label credit
      card available only for purchase of the Debtors' products.

  (b) VISA cards or MasterCards issued by various issuing banks;

  (c) Electronic payment instruments issued by online payment
      companies, including, but not limited to, PayPal, Inc.,
      Western Union Financial Services, Inc., and TeleCheck
      Services, Inc.;

  (d) The American Airlines Universal Air Travel Plan Card
      issued by the Debtors pursuant to their membership in the
      UATP.

The Debtors also seek to assume a Co-Branded Credit Card
agreement with Citibank.

Since 1987, the Debtors have maintained an exclusive "affinity"
co-branded credit card program with Citibank that is based on the
travel awards program established by American Airlines in 1981 as
the "AAdvantage Program."

In September 2009, the Debtors and Citibank amended the Co-
Branded Citibank Credit Card Agreement and entered into an
arrangement under which Citibank paid $1 billion to the Debtors
to pre-purchase AAdvantage(R) Miles(TM).  Under the Advance
Purchase Arrangement, the Debtors agreed that they would apply in
equal monthly installments, over a five-year period beginning on
January 1, 2012, the pre-purchased miles to Citibank Cardholders'
AAdvantage accounts.  As part of the Advance Purchase
Arrangement, the term of the Co-Branded Citibank Credit Card
Agreement was extended through 2017.

Pursuant to the Advance Purchase Arrangement, Citibank was
granted a first-priority lien on certain of the Debtors'
AAdvantage Program assets, and a lien on certain of the Debtors'
Heathrow airport routes, slots, and gates that could be
subordinated to any subsequent first lien.  The Debtors also
agreed to grant a future lien in certain of the Debtors' Narita
routes, slots, and gates.  The existing collateral and any future
collateral secure all obligations owing to Citibank under the Co-
Branded Citibank Credit Card Agreement.

The Debtors, according to Stephen Karotkin, Esq., at Weil,
Gotshal & Manges LLP, in New York, have determined that
assumption of the Credit Card Agreements is in their best
interest.  The Agreements, Mr. Karotkin said, are the result of
labored negotiations between the Debtors and the counterparties
to those agreements and contain terms favorable to the Debtors.
If the Debtors were to reject these agreements, it is highly
unlikely that they could negotiate terms as favorable as those
under the existing agreements, Mr. Karotkin added.  Moreover,
Mr. Karotkin pointed out, the Debtors have an established history
dealing with the credit card companies, payment companies and the
UATP Participants and through past experience have mastered the
complex procedures for receiving, making, monitoring, and
recording payments.  Operating under new agreements with
different processing payment companies or other entities at this
juncture in the Debtors' Chapter 11 cases or disrupting existing
arrangements would cause unnecessary and detrimental
interruptions to the Debtors' cash flow at this critical time in
the reorganization process, Mr. Karotkin told the Court.

A schedule of the executory contracts to be assumed is available
for free at http://bankrupt.com/misc/amrCCpacts.pdf

                      *     *     *

The Debtors were given interim authority to assume the contracts.
Objections to the assumption of the identified agreements on a
final basis must be filed on or before December 15, 2011.  If no
objections are timely filed, the Debtors will submit to Court a
final order granting the relief requested, nunc pro tunc to
November 30, which order may be entered without further notice or
hearing.

If timely objections are received, there will be a hearing to be
held on December 2, at 10:00 a.m., to consider only the timely
objections.

The Debtors separately sought and obtained the Court's authority
to file under seal their executory credit card-related and
payment agreements.  The Agreements relate to credit card
processing, customer payment agreements and the Debtors' co-
branded credit card relationship with Citibank, N.A.

According to the Debtors, many of the terms and provisions of the
Agreements (i) are contractually required to be kept
confidential, (ii) are highly sensitive with respect to the
Debtors' business and ongoing relationship with the
counterparties to those agreements, and (iii) contain
confidential commercial information.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

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


AMERICAN AIRLINES: Wins Interim Nod to Pay Prepetition Taxes
------------------------------------------------------------
American Airlines, Inc., and its affiliated debtors sought and
obtained interim court approval to pay their pre-bankruptcy taxes.

As of November 29, 2011, the Debtors estimated that approximately
$238 million in pre-bankruptcy taxes, fees and other charges have
not yet been remitted to the taxing authorities.

Of the $238 million, approximately $95 million of airport fees
and passenger charges, $95 million of air transportation taxes,
and $27 million of real and personal property taxes were incurred
and have not yet been remitted.

The pre-bankruptcy taxes, fees and charges do not include
employee withholding taxes, taxes owed to foreign authorities,
and income taxes for which the government authority is entitled
to liens and the Debtors' directors and officers have personal
liability.

Judge Sean Lane will hold a hearing on December 22, 2011, to
consider final approval of the Debtors' request.  The deadline
for filing objections is December 15, 2011.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

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


AMERICAN AIRLINES:: McCabe Rabin Probe Misconduct in Bonds Sale
---------------------------------------------------------------
The law office of McCabe Rabin, P.A. is investigating claims on
behalf of investors regarding misrepresentations and omissions in
connection with the nature and safety of so-called "municipal"
bonds linked to American Airlines. Many of these bonds have
suffered substantial losses in connection with the bankruptcy
filing by American Airlines' parent company, AMR Corporation, last
week.

The bonds that are being investigated include:

-- Puerto Rico Industrial, Medical, Higher Education and
    Environmental Pollution Control Facilities Financing Authority
    Special Facility Revenue Bonds;

-- New Jersey Economic Development Authority Economic Development
    Bonds;

-- Dallas-Fort Worth International Airport Facility Improvement
    Corporation American Airlines, Inc. Revenue Bonds;

-- Regional Airports Improvement Corporation Facilities Sublease
    Revenue Bonds;

-- New York City Industrial Development Agency Special Facility
    Revenue Bonds;

-- Alliance Airport Authority, Inc. Special Facilities Revenue
    Bonds;

-- Dallas-Fort Worth International Airport Facility Improvement
    Corporation American Airlines Revenue Refunding Bonds;

-- Chicago O'Hare International Airport Special Facility Revenue
    Refunding Bonds;

-- Puerto Rico Ports Authority Special Facilities Revenue Bonds;

-- Tulsa Municipal Airport Trust Revenue Bonds; and

-- Tulsa Municipal Airport Trust Revenue Bonds Refunding Series.

Investors may have been told by their stock brokers or investment
advisers that these investments were "municipal bonds" and
therefore "safe." In reality, these securities were not
traditional municipal bonds guaranteed by the full faith and
credit of a municipality.  Instead, they were linked to the
financial health of American Airlines, which has now filed for
bankruptcy protection through its parent AMR Corporation.

The above bonds have all been listed on the schedule of creditors
in AMR Corporation's bankruptcy petition.

A lead attorney investigating the sales of these securities, Ryon
M. McCabe, said, "Whether or not American Airlines bankruptcy was
foreseeable is not the issue. If investors were led to believe
these were traditional municipal bonds, backed by the full faith
and credit of a municipality, then they were misled."

Investors nationwide who purchased any of these bonds may contact
McCabe Rabin, P.A for a review of their potential claim.

About American Airlines

American Airlines, American Eagle and the AmericanConnection(R)
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

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


AMERICAN AIRLINES: Passenger Service Agents Want Union Formed
-------------------------------------------------------------
American Airlines passenger service agents supporting the
Communications Workers of America have filed a petition with the
National Mediation Board calling for a union representation
election for the 9,700 passenger service agents at American
Airlines.

American Airlines airport and reservations agents have been
working with CWA to win a voice at the carrier. At this critical
time, they care deeply about the airline and their voice in key
decisions. Agents are the only major employee group at American
without union representation.

Having a voice is even more critical as the airline's parent
company, AMR, filed for bankruptcy protection on Nov. 29. Union
represented workers can get a voice in the bankruptcy proceedings.

"Now we have a great opportunity to get a voice and the respect we
agents so deserve," said Evelyn Eng, based in Los Angeles.
Latricia Beasley from Dallas said, "I'm on board and looking
forward to CWA representation to help get us through the
bankruptcy process."

Deb Rooney, a Boston based agent said, we're "so happy we are
filing because now, more than ever, we need a seat at the table."
And Adam Quershi, Dallas based, stressed that, "we will have
representation in this process like the pilots, flight attendants
and other union workers at American."

"Thank you God, I've been praying so hard," said Doris Gorrell, a
reservations agent in Fort Worth, Tex.

Workers without union representation lack a clear voice in the
bankruptcy hearings, other proceedings that might arise and the
benefits of a contract as the carrier emerges from bankruptcy.
Despite the company holding $4.1 billion in cash on hand, American
Airlines management is indicating that workers' wages,
compensation and working conditions will be a major focus of its
cost-reduction effort. Agents took deep cuts in 2003 from which
they never recovered. In addition, the company in the past year
has made cuts in health care coverage and has hired in new
employees at significantly lower pay rate, reduced benefits and
fewer paid days off. It's difficult to see how they can bear even
more of the company's financial burden.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

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


ARCADIA RESOURCES: PrairieStone to Sell All Assets to Walgreen
--------------------------------------------------------------
Arcadia Resources, Inc., PrairieStone Pharmacy, LLC, and H.D.
Smith Wholesale Drug Co. entered into Amendment 2 to the
Forbearance Agreement by and between the Company, PrairieStone and
HD Smith dated as of Oct. 6, 2011.  The Second Amendment extended
the expiration of the Forbearance Period from Nov. 30, 2011, until
the earlier of (a) Dec. 5, 2011, or (b) two business days
following the receipt of notification from the prospective
purchasers that they no longer intend to pursue a potential sale
transaction to purchase the assets of PrairieStone.

Subsequent to entering into the Second Amendment, the Company and
PrairieStone on Dec. 6, 2011, entered into an Asset Purchase
Agreement and a Secured Creditor Assignment and Release Agreement.
Certain terms of the Forbearance Agreement have been modified as
provided herein.

Effective Dec. 6, 2011, the Company and PrairieStone entered into
the following agreements:

   (1) Asset Purchase Agreement by and among PrairieStone, the
       Company and Medication Adherence Solutions, LLC; and

   (2) Secured Creditor Assignment and Release Agreement by and
       between HD Smith, the Company, PrairieStone and Medication
       Adherence Solutions, LLC.

The Company's Pharmacy segment, which consists of its PrairieStone
subsidiary that operates the DailyMedTM business, has previously
been reported by the Company as a discontinued operation.  Upon
the closing of the APA, the Company will no longer operate a
pharmacy business.  The Company's sole remaining operating segment
after the closing of the APA will be its Services segment, which
consists of the Home Care and Medical Staffing business.

                     Asset Purchase Agreement

Pursuant to the APA, PrairieStone has agreed to sell substantially
all of its operating assets to Medication Adherence Solutions,
LLC, a wholly-owned subsidiary of Walgreen Co.  Purchaser has
agreed to pay $2.0 million dollars in cash and to assume certain
liabilities of PrairieStone upon closing of the transactions
contemplated by the APA.  PrairieStone will designate that the
Closing Payment be made to HD Smith in satisfaction of
PrairieStone's obligations under the HD Smith Loan Agreements, the
Forbearance Agreement and the Secured Creditor Agreement.

The Closing is scheduled to occur within three business days of
the satisfaction of the closing conditions contained in the APA.
Each party has the right to terminate the APA under certain
conditions, including if the closing has not occurred on or before
April 16, 2012.

Subsequent to the Closing, Purchaser and the Company have agreed
to make an adjustment to the purchase price based upon the Working
Capital Balance as of the closing date.  The parties have agreed
on certain Working Capital Balance targets that are tied to the
date of closing.  If the Working Capital Balance at closing
exceeds the Working Capital Targets by $50,000 or more, then the
Company will receive a payment from Purchaser equal to the amount
of such excess.  If the Working Capital Balance at closing is less
than the Working Capital Targets by $50,000 or more, then the
Company will pay Purchaser the amount of such shortfall.

                    Secured Creditor Agreement

Pursuant to the Secured Creditor Agreement, PrairieStone has
assigned to HD Smith the right to receive the Closing Payment.
Upon receipt of the Closing Payment and the Purchaser's assumption
of trade debt owed by PrairieStone to HD Smith, HD Smith
acknowledges and agrees that there will be no further amounts owed
to them by PrairieStone or the Company under the Line of Credit
and Security Agreement dated as of April 23, 2011, and the loan
documents and agreements related thereto.

In the event the sale of the APA is terminated for any reason, the
rights and obligations of HD Smith, the Company and PrairieStone
will be as set forth in the Forbearance Agreement and Purchaser
will have no obligations under the Secured Creditor Agreement.

                       Management Agreement

The Management Agreement will become effective on the date of the
Closing.  Under the Management Agreement, the Company will provide
management services to Purchaser.  The Company will receive a
monthly management fee of $25,000 for the management services
provided.  The Company has designated Marvin Richardson as the
Manager under the Management Agreement and as such he will assist
Purchaser with the day-to-day supervision and management of the
business for and on behalf of Purchaser.  The Management Agreement
will be in effect from the Closing until the earlier of (i) 90
days from the Closing and (ii) the date the Company and Marvin
Richardson agree that Marvin Richardson no longer is to be
employed by the Company as CEO & President and Purchaser and Mr.
Richardson agree that he is to be employed by Purchaser or its
affiliates.

Purchaser intends to employ Mr. Richardson as Director of Pharmacy
Operations - DailyMedTM subsequent to the Closing and following
the termination or expiration of the Management Agreement.  The
terms and conditions of Mr. Richardson's employment by Purchaser
have not yet been finalized.

A full-text copy of the Asset Purchase Agreement is available at:

                        http://is.gd/mb52A2

                     About Arcadia HealthCare

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

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

The Company also reported a net loss of $5.98 million on $40.86
million of revenue for the six-month period ended Sept. 30, 2011,
compared with a net loss of $6.93 million on $41.29 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$23.69 million in total assets, $49.52 million in total
liabilities, and a $25.82 million total stockholders' deficit.

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

                        Bankruptcy Warning

The Company continues to generate negative cash flows on a
consolidated basis.  As of Sept. 30, 2011, the Company has $42.3
million of outstanding debt, of which $37.8 million is due in or
before April 2012.  As of Sept. 30, 2011, 193 million of the 300
million authorized shares of common stock were outstanding.  The
Company's stock price as of Sept. 30, 2011, was $0.025.  The
Company has received notices of default from its two secured
lenders, Comerica Bank and HD Smith.  The Company intends to sell
or wind down its Pharmacy segment operations and is analyzing the
various alternatives for its Services segment, which includes the
divestiture of the business.  If these sale transactions are
consummated, it is highly unlikely that proceeds from these
transactions will be adequate to pay down all of the secured debt
and a significant portion of the unsecured debt.  Additionally, it
is possible that issues of liquidity or other factors could cause
the Company to file a petition for relief under the United States
Bankruptcy Code or initiate other reorganization proceedings.


ARMTEC HOLDINGS: S&P Lowers Long-Term Corp. Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Guelph, Ont.-based Armtec Holdings Ltd. to 'B'
from 'B+'. At the same time, Standard & Poor's removed all the
ratings on the company from CreditWatch, where they had been
placed with negative implications June 13, 2011. The outlook is
negative.

"We base the downgrade on our view that Armtec's financial risk
profile has deteriorated significantly in the past 12 months from
a confluence of negative factors including low margin work,
operational inefficiencies, project delays, and unfavorable market
conditions," said Standard & Poor's credit analyst Jamie
Koutsoukis.

"In tandem with this rating action, we affirmed our 'B-'issue-
level rating on Armtec's senior unsecured notes. We also revised
the recovery rating on the notes to '5' from '6'. The affirmation
reflects the revision of the recovery rating to '5' from '6',
which results in an issue rating that is one notch below the
corporate credit rating as compared with two notches previously.
The higher recovery rating primary reflects the reduction in
Armtec's senior secured debt in our simulated default scenario,"
S&P said.

"The ratings on Armtec reflect what Standard & Poor's views as the
company's weak business risk profile, highlighted by its exposure
to the cyclical commercial and residential construction sectors
and exposure to volatile raw-material costs; its highly leveraged
financial risk profile reflects less-than-adequate liquidity and
leverage, which we believe to be very high for the rating, and the
result of margin deterioration the company has experienced in the
past 12 months," S&P said.

Armtec is Canada's largest manufacturer and marketer of
infrastructure products, offering a range of engineered
construction solutions for customers in a cross-section of
industries located in each main region of Canada, as well as in
selected markets globally. These markets include Canada's national
and regional public infrastructure markets and private sector
markets in agricultural drainage, commercial building, residential
construction, and natural resources. Armtec's range of engineered
solutions include products for drainage, bridge applications, soil
retention, and rehabilitation and water management systems, as
well as a full suite of noise barriers and acoustic enclosure and
wall systems, along with associated retaining and traffic barrier
systems.

"The negative outlook reflects our expectation that Armtec will
remain challenged in its effort to improve margins and operating
performance given our outlook for continued weakness in the
overall economy. Furthermore, the company faces execution risk in
implementing its turnaround program and must materially increase
its EBITDA from current levels to meet the covenant test on its
senior debt in June 2012. A downgrade is likely should Armtec be
unable to increase its profitability and cash flow generation
through an improvement in operating margins so that it meets its
covenants and adjusted total debt to EBITDA falls to 7.5x or below
within the next four quarters. In addition, as liquidity remains
less than adequate, we could downgrade the company should Armtec
begin to use available cash to fund fixed charges, thus further
reducing liquidity available for working-capital needs. Conversely
an upgrade is unlikely in the near term given the company's less-
than-adequate liquidity and highly leveraged financial risk
profile," S&P said.


ARIZONA CHEMICAL: Moody's Raises Corporate Family Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service raised Arizona Chemical Holdings
Corporation's (ACHC) Corporate Family Rating (CFR) to Ba3 from B1.
ACHC, a specialty chemical manufacturer has also announced its
intent to refinance its current secured credit facility with a new
secured facility and pay a dividend to shareholders of some $492
million. ACHC is privately held by American Securities LLC's (75%)
and Rh“ne Capital LLC's (25%). The total dividend and refinancing
transaction consideration is estimated to be approximately $790
million including fees and expenses. The refinancing and dividend
is expected to be financed with aggregate proceeds of $750 million
from a first lien term loan facility issued by AZ Chem US Inc. an
indirect subsidiary of ACHC, and about $40 million of cash on the
balance sheet. The existing ratings for ACHC and the ratings for
its subsidiaries were raised one notch (see list below). The
rating outlooks are stable.

Moody's raised these ratings:

Arizona Chemical Holdings Corporation

Corporate family rating, to Ba3 from B1

Probability of default rating, to Ba3 from B1

Ratings raised and to be withdrawn at closing

AZ Chem US Inc.

$60 million Senior Sec Revolver due 2015, to Ba3 from B1 (LGD3,
47%)

$470 million 1st lien Senior Secured Term Loan due 2016, to Ba3
from B1 (LGD3, 47%)

Ratings assigned:

AZ Chem US Inc.

$60 million Senior Sec Revolver due 2016, Ba3 (LGD3, 47%)

$750 million 1st lien Senior Secured Term Loan due 2017, Ba3
(LGD3, 47%)

The ratings are subject to the review of executed documents.

RATINGS RATIONALE

The Ba3 corporate family rating assigned to ACHC is supported by
the substantial increase in profit margins over the last three
years and the expectation that margins will remain elevated but
not as high as the margins generated in 2011. On a pro forma basis
Moody's expects at December 31, 2012, debt to EBITDA (excluding
non-recurring items and reflecting Moody's standard analytical
adjustments) will remain under 3x and EBITDA to Interest will
approach 5x despite the increase in debt. Other key factors
supporting the Ba3 corporate family rating are the company's
market positions, access to favorably priced raw materials,
geographic diversification, record of debt reduction and long-
lived customer and supplier relationships. In addition, the
ratings are further aided by high barriers to entry, improved
operating margins and a strong relationship with International
Paper - a key raw material provider. The stable ratings outlook
anticipates modest overall revenue growth and the expectation that
margins will fall from the peak levels achieved in 2011 but remain
elevated relative to historic norms. Margins have been aided by a
favorable pricing environment, and productivity initiatives, and
the benefits of cost rationalization.

Factors constraining the ratings include (1) the a narrow product
portfolio, (2) and reliance on a single primary raw material -
crude tall oil based products, (3) difficult operating performance
in 2008 due in part to unusual one-time items, and (4) the narrow
financial disclosure, going forward, provided by an issuer with
non-SEC filings. Credit metrics for 2011 are strong relative to
the assigned rating, as Moody's would like to see a longer track
record of sustainable margin improvement.

Margins have improved markedly due to successful pricing actions,
cost cutting initiatives, customer mix improvements, and currently
favorable market conditions versus petro-chemical based products.
While not evident to date, margins can be pressured as
petrochemical prices decline or as competitors and customers react
to higher price points which may result in more aggressive price
competition.

The stable outlook reflects Moody's expectation that ACHC will
generate adequate amounts of free cash flow over the next two
years and be able to meaningfully reduce leverage. However, the
outlook also assumes that ACHC will be able to maintain shares in
key end-markets and successfully avoid material margin erosion to
historic norms. The rating currently has limited upside due to the
high leverage from the recapitalization. An upward revision to the
rating could be considered once the company develops a successful
track record of margin stability over the next two years and
maintains strong credit metrics. The rating could be pressured if
EBITDA margins were to fall below 8% and free cash flow to debt
(excluding special dividends) were to fall below 4%.

The principal methodology used in rating Arizona Chemical Holdings
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.

Headquartered in Jacksonville - Florida, ACHC is a global leader
in the production and sales of pine based specialty chemicals.
Estimated revenue for the LTM period ended September 30, 2011 was
over $1.2 billion.


ASG CONSOLIDATED: S&P Puts 'B' Credit Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings, including
the 'B' corporate credit rating, on ASG Consolidated LLC and its
subsidiary, American Seafoods Group LLC, on CreditWatch with
negative implications. "This means we could lower or affirm the
ratings following the completion of our review," S&P said.

"These actions reflect our uncertainty regarding ASG
Consolidated's ability to comply with the financial covenants
contained in its bank credit agreement over the coming quarters,"
said Standard & Poor's credit analyst Jeffrey Burian.

"In conjunction with the recently announced third quarter fiscal
2011 results, company management stated that its outlook for
operating results for fiscal year 2011 is below prior
expectations. Recent results were hurt by such factors as lower-
than-anticipated catch volumes and lower product prices. As of
Sept. 30, 2011, Standard & Poor's estimates that the company has
less than 15% EBITDA cushion on its secured leverage, total
leverage, and fixed charge coverage covenants," S&P said.

"We estimate that financial covenant cushions will be even weaker
in the fourth quarter of fiscal 2011, based on operating
performance anticipated to be below our prior expectations and the
fact that leverage covenant requirements become more restrictive
in the fourth quarter. We estimate that ASG Consolidated could
become out of compliance with its existing secured leverage
covenant over the next 12 months if operating performance does not
improve as we had previously anticipated. As of Sept. 30, 2011,
the company had $69 million drawn on its $85 million revolving
credit facility. If the company became unable to access its
revolving credit facility because of a covenant compliance issue,
we believe it could materially weaken its near-term liquidity,"
S&P said.

"We will seek to resolve or update the CreditWatch listings within
90 days. Our review will focus on ASG Consolidated's ability to
comply with or satisfactorily amend its existing financial
covenants under its credit agreement, if needed," S&P said.


ATI ACQUISITION: Moody's Lowers Corporate Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service lowered ATI Acquisition Company's
corporate family rating to Ca from Caa2 and the probability of
default rating to Caa3 from Caa2.  Concurrently Moody's lowered
the rating on the senior secured credit facilities to Caa3 from B3
and the rating on the subordinated credit agreement to Ca from
Caa3. This action completes a ratings review that was initiated on
August 4, 2011. The ratings outlook is negative.

Ratings downgraded:

Corporate family rating to Ca from Caa2;

Probability of default rating to Caa3 from Caa2;

$17.5 million senior secured revolving credit facility due 2014 to
Caa3 (LGD4, 57%) from B3 (LGD2, 29%);

$155.5 million senior secured term loan due 2014 to Caa3 (LGD4,
57%) from B3 (LGD2, 29%);

$90 million subordinated credit agreement due 2015 to Ca (LGD6,
93%) from Caa3 (LGD5, 84%).

RATINGS RATIONALE

The downgrade of ATI's corporate family and probability of default
ratings reflects the high risk of a debt restructuring due to a
significant decline in the student population stemming from
regulatory actions, an associated deterioration in operating
performance, and its highly constrained liquidity. The notching of
the corporate family rating one level below the probability of
default rating reflects Moody's view that if a restructuring were
to occur, a below average recovery is likely, implying material
losses for creditors.

ATI's revenue and EBITDA significantly deteriorated in the quarter
ended September 30, 2011. This deterioration was primarily caused
by an approximately 44% year-over-year decline in the student
population and an almost 60% decline in new student starts during
the quarter, owing to the impact of regulatory actions by the
Texas Workforce Commission ("TWC") and the soft macro environment.
Specifically, in August 2011, the TWC announced that it was
revoking Certificates of Approval for 22 programs being taught at
ATI's career schools in Texas due to a misreporting of graduate
employment rates in those programs. As a result of the
deterioration in operating performance, the company was not in
compliance with the financial covenants governing the credit
agreement for the quarter ended September 30, 2011. However, ATI
is currently operating under a waiver that expires on June 30,
2012.

The downgrade also reflects ATI's highly constrained liquidity
profile. Because of issues with the TWC and Accrediting Commission
of Career Schools and Colleges ("ACCSC" - placed all ACCSC
accredited Texas schools on probation status), the U.S. Department
of Education placed ATI under Heightened Cash Monitoring 2
("HCM2") status, resulting in a significant delay in the timing of
cash receipts. In October 2011, the company obtained a $39 million
credit facility due June 30, 2012 to provide additional liquidity
in light of the impact of HCM2 status on its working capital
requirements. In November 2011, ATI announced that it hired an
Interim President and Chief Executive Officer with expertise in
corporate restructurings.

The negative outlook reflects the likelihood of a near-term debt
restructuring.

A bankruptcy, distressed exchange, and/or payment default would
result in a ratings downgrade.

If ATI can stem the deterioration in the student population,
stabilize its operating performance, and execute a balance sheet
restructuring that improves liquidity on a sustained basis, this
could result in upward ratings pressure.

The principal methodology used in rating ATI 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.

ATI, based in North Richland Hills, Texas, is a postsecondary
education company focused on vocational programs that operates 24
career training centers and schools in Texas, Florida, New Mexico,
Arizona, and Oklahoma.


ATLANTIC & PACIFIC: Deal Sparks Concerns From Giant, Stop & Shop
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Giant and Stop
& Shop supermarket chains are balking at A&P's deal with its
unionized employees to slash wages and benefits, claiming they may
be forced to pick up the slack with respect to a multiemployer
plan the three chains share.

Richard Lee, staff writer at newstimes.com, reports that the Great
Atlantic & Pacific Tea Co. and 13 branches of the United Food and
Commercial Workers International Union, representing some 36,000
workers, have reached contract agreements that will help the
venerable grocery chain emerge from bankruptcy.

Richard Lee, staff writer at newstimes.com, reports that the
contracts reached between Great Atlantic & Pacific Tea Co. and 13
branches of the United Food and Commercial Workers International
Union, representing some 36,000 workers, were approved Monday by
the Southern District of New York Bankruptcy Court, and were to
take effect on Dec. 7, 2011.  The report says the bankruptcy court
wants to avoid a contract impasse and the costs of ensuing
litigation, said Irve Goldman, Esq., an attorney at the Bridgeport
office of Pullman & Comley and a partner in its bankruptcy
practice group.  He may be reached at:

          Irve J. Goldman, Esq.
          PULLMAN & COMLEY LLC
          850 Main Street
          P.O. Box 7006
          Bridgeport, CT 06601-7006
          Tel: 203-330-2213
          E-mail: igoldman@pullcom.com

"If a court approves a (contract) modification, the next step is
to incorporate it into the plan of reorganization," the report
quotes M. Goldman as saying.  The agreements come after a year of
intense negotiations.  The five-year contracts affect union
members in stores from Maryland to Connecticut.

                About Great Atlantic & Pacific

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

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

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

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

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

A&P filed a proposed Chapter 11 plan founded upon a $490 million
debt and equity financing announced this month.  The proposed
financing, tentatively approved by the bankruptcy judge, allows
A&P to accept a better offer if one appears.  New investors
sponsoring the plan include Yucaipa Cos., Goldman Sachs Group Inc.
and Mount Kellett Capital Management LP.


ATLANTIC & PACIFIC: Judge Approves $490-Mil. Exit Financing Deal
----------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that U.S. District
Judge Robert D. Drain on Tuesday approved The Great Atlantic &
Pacific Tea Co.'s bid to enter into $490 million in securities
purchase agreements with private equity investors, a deal crucial
to the company's plans to exit Chapter 11 bankruptcy in early
2012.

As reported in the Troubled Company Reporter on Nov. 4, 2011,
Atlantic entered into an agreement to receive $490 million of debt
and equity financing from private investors comprised of The
Yucaipa Companies LLC, Mount Kellett Capital Management LP and
investment funds managed by Goldman Sachs Asset Management, L.P.
The agreement with these investors will enable A&P to complete the
restructuring of its balance sheet and emerge from Chapter 11 as a
private entity in early 2012.

A&P filed a Joint Chapter 11 Plan of Reorganization and related
Disclosure Statement premised on the $490 million financing, which
consists of (i) $210 million face amount of privately placed New
Second Lien Notes, (ii) $210 million face amount of privately
placed New Convertible Third Lien Notes, and (iii) an $80 million
New Equity Investment. The proceeds of the New Money Commitment
will allow the Debtors to make distributions pursuant to the Plan,
including paying certain secured creditors in full in cash, and
will provide a cash pool of $40 million, less the amount
distributed pursuant to a Substantive Consolidation Settlement
Cash Pool, for distributions to General Unsecured Creditors. The
Plan provides for a settlement and compromise of the intercreditor
issues relating to whether the liabilities and assets of the
Debtors should be substantively consolidated for purposes of
distributions under the Plan.

The Court scheduled a Dec. 15, 2011, hearing to consider the
Disclosure Statement.

                        About Great Atlantic

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

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

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

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

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


ATRIUM COMPANIES: Moody's Confirms 'Caa1' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed Atrium Companies, Inc.'s Caa1
Corporate Family Rating and its Senior Secured Term Loan at Caa1
as well. These rating actions follow the company's recently
completed negotiations in which Atrium received financial covenant
relief from its term loan lenders. In a related rating action,
Moody's changed Atrium's Probability of Default Rating to Caa1/LD.
The Senior Subordinated Notes due 2016 (unrated) went to a PIK
interest rate from cash pay as a prerequisite for the term loan
amendment in order to avoid a distressed scenario, which Moody's
views as a limited default ("LD"). After three business days,
Moody's will remove the LD designation. The rating outlook is
stable. These rating actions conclude the review initiated on
September 1, 2011.

These ratings/assessments were affected by this action:

Corporate Family Rating downgraded confirmed at Caa1;

Probability of Default Rating changed to Caa1/LD from Caa1;

$180 million Sr. Sec. Term Loan due 2016 confirmed at Caa1 (LGD3,
45%).

RATINGS RATIONALE

The Caa1 Corporate Family Rating reflects ongoing compression in
operating margins, resulting in weak credit metrics. The new home
construction sector, a significant source of revenues for Atrium,
continues to struggle amid uncertainties regarding the timing of a
full recovery. In addition to the woes facing the housing market,
remodeling activity, another key revenue driver, is facing its own
problems. Operating performance is further pressured by higher
than anticipated labor and other administrative costs related to
its immigration issues. As a result, Moody's believes interest
coverage will be below 1.0 times while debt-to-EBITDA may exceed
8.0 times over the next twelve to eighteen months. Partially
offsetting the weak credit metrics is an improved liquidity
profile characterized by increased availability under its
revolving credit facility since the financial covenants were
amended. Revolver availability should be acceptable to fund
potential operating shortfalls.

The stable outlook incorporates Moody's view that current
availability under Atrium's revolving credit facility with no
maturities until January 2015 gives the company some financial
flexibility to contend with the near-term pressures in its end
markets.

When the company's end markets show sustainable growth Atrium
needs to demonstrate improvement in generating significant levels
of operating earnings and free cash flow. An improved liquidity
profile supported by solid free cash generation and operating
performance that results in debt-to-EBITDA remaining below 6.5
times on a sustainable basis or EBITA-to-interest expense trending
towards 1.2 times (all ratios adjusted per Moody's methodology)
could result in positive rating actions.

Factors that might stress the ratings include erosion in the
company's financial performance due to an unexpected decline in
Atrium's end markets or deterioration in the company's liquidity
profile. Debt-to-EBITDA sustained above 8.0 times or EBITA-to-
interest expense falling towards 0.5 times (adjusted per Moody's
methodology) could pressure the ratings.

The principal methodology used in rating Atrium Companies, Inc.
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.

Atrium Companies, Inc., located in Dallas, TX, is one of the
largest manufacturers of residential vinyl and aluminum windows in
North America. Golden Gate Capital and Kenner & Company, Inc.,
through their respective affiliates, are the primary owners of
Atrium. Revenues for the twelve months through September 30, 2011
totaled approximately $515 million.


B&G FOODS: S&P Cuts $350-Mil. Sr. Unsecured Note Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level ratings
on  B&G Foods Inc.'s $350 million senior unsecured notes due 2018
to 'B-' from 'B+'. "We revised the recovery rating to '6',
indicating our expectations for negligible (0% to 10%) recovery
in the event of a payment default, from '4', reflecting the
increase in senior secured debt which reduced the unpledged value
available to unsecured lenders. Simultaneously, we lowered the
preliminary ratings for senior unsecured debt on B&G's shelf
registration for debt securities to 'B-' from 'B+'. Our issue-
level ratings on these senior unsecured notes and preliminary
ratings for senior unsecured debt on B&G's shelf registration for
debt securities were removed from CreditWatch with negative
implications where they had been placed on Nov. 2, 2011 following
the company's announcement that it planned to refinance and
increase its senior secured credit facilities to fund the
acquisition," S&P said.

"The 'B+' corporate rating on B&G Foods remains unchanged, as does
the 'BB' issue-level rating on the company's senior secured credit
facilities. The recovery rating on the senior secured credit
facilities remains '1', indicating our expectation for very high
(90% to 100%) recovery in the event of a payment default. We
withdrew the ratings on the company's existing $25 million
revolving credit facility and $130 million term loan due 2013 that
were refinanced as part of the transaction," S&P related.

"The rating actions follow our review of our issue-level ratings
on B&G Foods' senior secured credit facilities and unsecured notes
following the company's announcement that it had completed its
purchase of Culver Specialty Brands from Unilever for $325
million," said Standard & Poor's credit analyst Bea Chiem. The
company's capital structure at the close of the transaction
includes a $200 million revolving credit facility due 2016, $150
million term loan A due 2016, and $225 million term loan B due
2018. The company upsized its total senior secured facilities to
$575 million from the $500 million originally planned.

Ratings List

B&G Foods Inc.
Corporate Credit Rating     B+/Stable/--
Senior Secured              BB
  Recovery Rating            1

Downgraded; Recovery Rating Revised
                             To            From
B&G Foods Inc.
Senior Unsecured            B-            B+
  Recovery Rating            6             4


BERNARD L. MADOFF: Feeder Fund Sues Ernst & Young for $900MM
------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that liquidators
of a defunct feeder fund that invested in Bernard L. Madoff's
massive Ponzi scheme filed a $900 million negligence lawsuit on
Sunday against accounting firm Ernst & Young LLP.  M-Invest Ltd.,
an entity created by Geneva-based Union Bancaire Privee, said its
books were not properly audited from 2003 to 2007, the five years
preceding the December 2008 collapse of Mr. Madoff's scheme,
Law360 relates.

                      About Bernard L. Madoff

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

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

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

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

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

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

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BERNARD L. MADOFF: Used as Test Case for Fraud Transfer Suits
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff will use the
liquidation of Bernard L. Madoff Investment Securities Inc. as a
test case to decide if bankruptcy courts have power under the U.S.
Constitution to preside over fraudulent-transfer lawsuits.

According to the report, the ruling was part of a 15-page opinion
filed on Nov. 29 in suits brought by the Madoff trustee against
five customers to recover fictitious profits taken out before
bankruptcy.  The customers were asking Judge Rakoff to take the
cases out of the bankruptcy court in a process known as withdrawal
of the reference.  Judge Rakoff's opinion explains why it's proper
for many of the issues in the suits to be decided in the first
instance in district court, rather than bankruptcy court. His
ruling may apply to suits against 120 other customers, Judge
Rakoff said.

The report relates that the most significant part of Judge
Rakoff's ruling is an offshoot from a decision in June by the U.S.
Supreme Court in a case called Stern v. Marshall.  The high court
ruled that bankruptcy courts don't have constitutional power to
enter final judgments against a creditor based on state law
counterclaims.

According to the report, Judge Rakoff said he is taking the suit
out of bankruptcy court to rule on two issues arising from the
Stern decision.  First, he will decide if final resolution on a
fraudulent transfer suit exceeds the "judicial power" of a
bankruptcy court.  Second, Judge Rakoff will decide if it's
constitutionally permissible for the bankruptcy court to hear a
fraudulent transfer suit and issue recommended findings of fact
and conclusions of law to be reviewed by a district judge.

Judge Rakoff, Mr. Rochelle discloses, rejected some arguments for
taking the suit out of bankruptcy court.  Among them, he didn't
find merit in the argument that the suits were barred by the
"legitimate expectations" of customers that they are entitled to
property shown on what turned out to be fictitious account
statements.  Judge Rakoff said it seems "reasonably apparent" in
decisions from the U.S. Court of Appeals in the Madoff case that
"fraudulent brokerage statements cannot be the talisman that
determines automatically what a customer's reasonable expectations
consist of or that requires courts to credit the defrauder's
misrepresentations."  On another issue regarding account
statements, Judge Rakoff did decide he should have the case. Judge
Rakoff will rule on whether the account statements represent
"value" to offset fraud claims.  The question requires
"significant interpretation" of securities laws, he said.  Judge
Rakoff will likewise decide if the so-called safe harbor in
Section 546(e) of the Bankruptcy Code bars part or all of the
suits.  Judge Rakoff recognized that another district judge in New
York disagreed with his conclusion on safe harbor in a different
Madoff suit.  Similarly, Judge Rakoff will decide if tax laws
amount to a bar against suits because they effectively force older
investors to take money out of retirement accounts.

                      About Bernard L. Madoff

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

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

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

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

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

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

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BERNARD L. MADOFF: Investor Suits Against JPM, BNY Dismissed
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that JPMorgan Chase & Co. and Bank of New York Mellon won
dismissal of three class-action suits filed against them by
investors in three offshore funds that invested in the Ponzi
scheme perpetrated by Bernard L. Madoff Investment Securities LLC.

According to the report, the plaintiffs are all non-U.S. citizens
who invested in funds closed to U.S. citizens.  The funds in turn
invested with Madoff.  Seeking status as class actions, the
plaintiffs sued the two banks in New York federal court, alleging
the banks aided and abetted the fraud by providing services to the
Madoff firm.

The report relates that U.S. District Judge Richard M. Berman
dismissed the suits against JPMorgan and Bank of New York in a 36-
page opinion on Nov. 29.  The suits were on behalf of investors in
Thema International Fund Plc, Herald Fund SPC, and Primeo Select
Fund.

Mr. Rochelle discloses that the class claims based on state law
were dismissed under the federal Securities Litigation Uniform
Standards Act of 1998.  Judge Berman said that SLUSA prohibits
state law-based lawsuits regarding specified securities brought on
behalf of classes of 50 or more.  Judge Berman also dismissed
parts of the suits under New York's Martin Act.  He explained how
the act precludes private lawsuits based on common law claims
covered by the legislation.  Judge Berman tossed the remainder of
the suits on the basis of forum non conveniens, a term that means
cases can be dismissed when filed in an inconvenient location.
Berman concluded after analysis that the suits should be dismissed
because New York isn't convenient for trial.  Judge Berman said
similar suits could go ahead in Ireland and Luxembourg where the
plaintiffs are located.

The case is In re Herald, Primeo and Thema Securities Litigation,
09-289, U.S. District Court, Southern District New York
(Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BORDERS GROUP: Selling Internet Addresses for $786,000
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Borders Group Inc. will generate $786,000 by selling
internet addresses, thanks to the current shortage.

The report relates that in September Borders was authorized to
sell most of the intellectual property to Barnes & Noble Inc. for
$13.9 million.  Borders' block of 65,536 IPv4 internet protocol
numbers weren't sold.  After negotiating with multiple prospective
buyers, Cerner Corp. agreed to buy the internet addresses for $12
each.  Other bids were as low as $1.50 each, according to a court
filing.

Mr. Rochelle relates that the sale to Cerner is scheduled for
approval at the Dec. 20 hearing where Borders also hopes the
bankruptcy court will confirm the liquidating Chapter 11 plan.
The plan distributes assets in the order of priority called for in
bankruptcy law.  The disclosure statement says that unsecured
creditors with $812 to $850 million in claims can expect to
recover from 4% to 10%.  The projected recovery doesn't include
proceeds from lawsuits.

                       About Borders Group

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

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

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

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

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

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

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

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

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


CAGLE'S INC: FTI Consulting Approved as Restructuring Manager
-------------------------------------------------------------
The Hon. Joyce Bihary of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Cagle's Inc., and Cagle's
Farms, Inc., to employ FTI Consulting, Inc., to provide
restructuring management and financial advisory services.

FTI's compensation structure and other relevant terms of FTI's
proposed engagement are:

   a) FTI would be retained under Section 363 of the Bankruptcy
Code (and not as a professional under section 327 of the
Bankruptcy Code) and would not be required to file any fee
applications with the Court pursuant to Sections 330
and 331 of the Bankruptcy Code;

   b) FTI would receive a fixed monthly advisory fee of $325,000,
plus reimbursement of reasonable out-of-pocket expenses;

   c) Upon the consummation of each sale transaction or
transactions or transactions that raise debt or equity capital,
FTI would receive a transaction fee equal to 1.0% of the Aggregate
Value of the Transaction;

   d) If FTI or any of its employees are required to testify as a
witness or provide evidence at or in connection with any judicial
or administrative proceeding relating to its engagement, FTI will
be compensated at its regular hourly rates and reimbursed for
reasonable allocated and direct expenses with respect thereto;

   e) FTI would be entitled to broad indemnification from the
Debtors; and

   f) FTI would receive the benefits of a broad limitation of
liability provision.

FTI will be compensated monthly by the Debtors on the terms
contained in its Engagement Letter; provided, however, from and
after the earlier of the closing of any sale or sales by the
Debtors of all or substantially all of their assets or the
"effective date" of any plan of reorganization, FTI will (i) be
compensated for its services at a "blended" billing rate of $500
per hour for each person providing services to the Debtors; (ii)
be required to keep detailed time (in increments of no more than
one-half hour) and expense records; and (iii) remain subject to
the terms and conditions of the Interim Compensation Order.

In the event the Debtors close a sale or sales of all or
substantially all of their assets or consummate a plan of
reorganization, in either case that has a "Transaction Value" that
exceeds $70 million, then FTI will be entitled to file with the
Court an application seeking payment of a transaction fee in an
amount equal to 1% of the aggregate Transaction Value.  FTI will
be paid the Transaction Fee if (i) no objection to payment of the
Transaction Fee is filed within 20 days of service of the
application, or (ii) the Court determines that payment of the
Transaction Fee is reasonable under the circumstances.

The Official Committee of Unsecured Creditors objected to the
Debtors' request.  The Committee stated that certain aspects of
FTI's proposed compensation package and terms of retention are not
reasonable and must not be approved by the Court unless modified.
According to the Committee, FTI must be paid hourly for its
services instead of a fixed monthly fee.

In a separate filing, Donald F. Walton, U.S. Trustee for Region 21
opposed to (i) the Debtors' retention of FTI to act in the dual
role of chief restructuring officer and financial advisor; (ii)
the payment to FTI of a 1% transaction fee; and (iii) requested
that any order entered by the Court approving the Debtor's
retention of FTI contain certain provisions, including requiring
that FTI file a monthly statement containing a general description
of the work performed and staffing provided by FTI during the
prior month.

The U.S. Trustee is represented by:

         Martin P. Ochs, Esq.
         United States Department of Justice
         Office of the United States Trustee
         362 Richard B. Russell Building
         75 Spring Street, S.W.
         Atlanta, GA 30303
         Tel: (404)-331-4437
         E-mail:martin.p.ochs@usdoj.gov

                          About Cagle's

Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages
in the production, marketing, and distribution of fresh and frozen
poultry products in the United States.

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Kurtzman Carson LLC serves as
their claims, noticing, and balloting agent.  Cagle's Inc.
estimated assets of up to $100 million and debts of up to
$50 million.  Cagle's Farms estimated assets and debts of up to
$50 million.

The Official Committee of Unsecured Creditors is represented by
McKenna Long & Aldridge LLP as local counsel, and Lowenstein
Sandler's Bankruptcy and Creditors' Rights Group as counsel.  J.H.
Cohn LLP serves as its financial advisors.

No trustee or examiner has been appointed in the Debtors'
bankruptcy cases.


CAMARILLO PLAZA: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Camarillo Plaza, LLC
        11676 Terryhill Place
        Los Angeles, CA 90049

Bankruptcy Case No.: 11-59637

Chapter 11 Petition Date: December 5, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Janet A. Lawson, Esq.
                  3639 E Harbor Blvd #109
                  Ventura, CA 93001
                  Tel: (805) 985-1147
                  Fax: (805) 658-2302
                  E-mail: jlawsonlawyer@gmail.com

Scheduled Assets: $21,646,714

Scheduled Debts: $12,286,585

The petition was signed by Aaron Arnold Klein, managing partner.

Debtor's List of 17 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wells Fargo               deed of trust          $12,119,351
c/o Midland Loan
Services
P.O. Box 25965
Shawnee Mission,
KS 66225-5965

Ramiro Martinez                                  $77,000
c/o Michael Beckwith
1280 S. Victoria Ave.,#10
Ventura, CA 93003

Brendan's Irish Pub &                            $35,000
Restaurant
1755 E Dally Dr
Camarillo, CA 93010

BubbleSeekers                                    $10,000

Structure Law Group                              $8,000

Tobin Lucks, LLP                                 $6,568

Shindler & Lynn, CPA                             $6,000

Gordon Strange                                   $4,000

Cheek Enterprises, Inc.                          $3,500

A Klein Co., Inc.                                $3,300

City of Camarillo                                $2,700

E.J. Harrison & Sons, Inc.                       $2,500

Cifuentes Landscaping                            $2,400

Sergio Salinas Consulting                        $2,000

Southern California Edison                       $2,000

Med-Legal                                        $1,690

Hometel Furnishings, Inc.                        $575


CAPMARK FINANCIAL: Wells Fargo Files Suit Over $5.6MM Claim
-----------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that Wells Fargo Bank
NA hit newly reorganized Capmark Finance LLC with an adversary
suit Tuesday in Delaware bankruptcy court, seeking judgment that
it is entitled to a $5.6 million unsecured claim against the
mortgage lender.

As successor to Wachovia Bank NA, Wells Fargo sought a resolution
to its dispute with Capmark over whether the bank is entitled to
the unsecured claim as a result of the mortgage lender's default
under a swap agreement between the companies, according to Law360.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors were Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel were
Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A.  Beekman
Advisors, Inc., is serving as strategic advisor.
KPMG LLP served as tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, served as claims and notice agent.

The Official Committee of Unsecured Creditors tapped Kramer Levin
Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its
commercial real estate business advisors.  The Committee also
retained Cutler Pickering Hale and Dorr LLP as its attorneys for
the special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.

Capmark won confirmation of its reorganization plan in August 2011
allowing it to distribute about $4 billion of stock, cash and new
debt to unsecured creditors and streamline operations around its
flagship bank.  Unsecured creditors were to receive $900 million
in cash, $1.25 billion in secured notes and 100 million shares in
reorganized Capmark, now a bank holding company.  The plan was
declared effective in October.

Also in October 2011, Capmark closed the sale of its low-income
housing tax credit asset portfolio to Hunt Cos. Inc., a national
real estate services company.  El Paso, Texas-based Hunt was the
successful bidder in the auction of the assets, paying
$102.4 million.


CAROLINA WINGS: Files for Chapter 11 to Reorganize Debts
--------------------------------------------------------
Roddie Burris at The State reports that Carolina Wings & Ribhouse
filed for bankruptcy in November to reorganize millions of dollars
in debt owed to nearly 100 creditors.  Carolina Wings of America
LLC lists debts of nearly $500,000 to international marketer and
foodservice distributor Sysco in Columbia and more than $400,000
owed to the Internal Revenue Service.  Other major debts include
nearly $100,000 to US Foodservice in Sumter, about $90,000 to a
business capital advance company in Georgia and more than $50,000
owed to the South Carolina Department of Revenue.

Based in Columbia, South Carolina, Carolina Wings of America
operated eight restaurants throughout South Carolina.  The
Company's seven full service restaurants are located in the
Columbia area and one is located in Pawley's Island.  The Company
filed for Chapter 11 protection on Nov. 9, 2011 (Bankr. D. S.C.
Case No. 11-06981).  Judge John E. Waites presides over the case.
H. Flynn Griffin, III, Esq., at Anderson & Associates, P.A.,
represents the Debtor.  The Debtor did not state its assets but it
estimated debts of between $1 million and $10 million.


CDC CORP: Creditors Seek Appointment of Chapter 11 Trustee
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that several CDC Corp.
creditors and the U.S. trustee sought the appointment of a Chapter
11 trustee in the Company's Georgia bankruptcy Monday, citing CEO
Peter Yip's alleged control of the company's board.

Dow Jones' DBR Small Cap reports an appointment would further
loosen the grip of temporarily out-of-power Chief Executive Peter
Yip, whose dishonest behavior got the company's stock kicked off
the Nasdaq stock market.

                          About CDC Corp.

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

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


CENTRAL GARDEN: Moody's Affirms 'B1', Revises Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service revised Central Garden & Pet Company's
rating outlook to stable from positive. At the same time, the
following ratings were affirmed: Corporate Gamily Rating at B1,
Probability of Default Rating at B1, the senior subordinated notes
rating at B2 and the speculative grade liquidity rating at SGL-2.

The outlook was revised to stable from positive because Moody's
doesn't think Central will have the earnings or credit profile of
a Ba3 issuer in the next 12 to 18 months. "Specifically, we have
concerns that Central will be able to achieve its cost savings of
$120 million in its targeted time frame and we think its largest
competitor will likely be very aggressive with advertising in an
attempt to increase its market share," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service. Moody's believes
Central may have to respond by increasing its own marketing
expenditures, which will pressure earnings and credit metrics.

RATINGS RATIONALE

Central Garden's B1 Corporate Family Rating reflects its modest
size with revenue around $1.6 billion, limited geographic
diversification with a primary focus in the South East,
seasonality and weather dependency of its business, and single
digit operating margins. The rating also incorporates the risks
associated with having its business concentrated with a few key
customers. Rising commodity costs also present a significant risk,
especially for the wild bird feed sector, as consumers may not be
willing to pay higher prices in this category. Commodity costs
increases are also a risk for other products, but Moody's believes
they should be more easily passed through to consumers. The rating
is supported by the company's strong market position in pet and
lawn & garden, a good liquidity profile and adequate credit
metrics.

The stable outlook incorporates Moody's expectation of modest
growth in operating performance and costs savings from its cost
efficiency efforts. A modest acquisition that temporarily causes
credit metrics to deteriorate is considered in the stable outlook.
Debt to EBITDA ranging from 3.5 times to 4.5 times is reflected in
the outlook.

The ratings could be upgraded in the midterm if the company is
able to achieve most of its expected cost savings and is able to
maintain the operating momentum it has recently gained over its
largest competitor. Credit metrics necessary for an upgrade would
be Debt to EBITDA approaching 3 times, retained cash flow to net
debt well over 25% and EBITA/interest over 3 times.

The rating is unlikely to be downgraded in the near term. Over the
longer term, the ratings could be downgraded if there are severe
weather conditions, if raw material prices unexpectedly spike and
cannot be passed through, covenants get tight or if there is a
severe deterioration in the macro economy. Credit metrics
necessary for a downgrade would be Debt to EBITDA sustained around
5 times, retained cash flow to net debt under 10% and
EBITA/interest under 1.5 times.

The following ratings were affirmed/assessments revised:

Corporate family rating at B1;

Probability of default rating at B1;

$400 million senior subordinated notes due 2018 at B2 (LGD5, 72%
from 73%)

Speculative grade liquidity rating at SGL 2

The principal methodology used in rating Central Garden was
Moody's Global Packaged Goods Industry methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Central Garden & Pet Company ("Central"), located in Walnut Creek,
California, manufactures an array of branded lawn and garden and
pet supply products, and operates as a distributor for other
manufacturers' products in both of these segments. Sales
approximated $1.6 billion for the twelve months ended September
24, 2011.


CHRISTENSEN REALTY: Bankruptcy Case Fully Administered and Closed
-----------------------------------------------------------------
The Hon. Jim D. Pappas the U.S. Bankruptcy Court for the District
of Idaho concluded that the Bankruptcy case of Christensen Realty
Investment, LLC, has been fully administered, and approved that
the case be closed.

According to the Debtor, there is no further reason for the case
to remain open and active because:

   -- the statistical report required by LBR 5009.1 has been
      filed;

   -- professional compensation has been approved and provisions
      therefore made;

   -- all sales to be approved by the Court have been so
      approved;

   -- the Plan is complete; and

   -- financial reports are filed.

                      About Christensen Realty

Boise, Idaho-based Christensen Realty & Investment, LLC, dba 9th &
Bannock Garage, filed for Chapter 11 protection (Bankr. D. Idaho
Case No. 10-02537) on Aug. 10, 2010.  D. Blair Clark, Esq., at the
Law Offices of D. Blair Clark PLLC, represents the Debtor.  The
Debtor disclosed $10,626,402 in assets and $8,352,772 in
liabilities as of the Chapter 11 filing.


CITIZENS CORP: Lenders Dispute CEO Lowery Claim Over FiData
-----------------------------------------------------------
Brian Reisinger, staff reporter at Nashville Business Journal,
reports that Tennessee Commerce and other lenders dispute Ed
Lowery's claims and counter that he has been draining Financial
Data Technology Corp. -- a back-office processing company for
community banks -- of money that should go to them.

Mr. Lowery is chairman of Citizens Corp., the Franklin parent
company of Financial Data Technology Corp.  Citizens filed for
Chapter 11 bankruptcy protection last week, and shortly thereafter
Mr. Lowery alleged that Tennessee Commerce Bank of Franklin was
violating a stay that went in place when the company filed for
Chapter 11.

"The (group of banks) has taken no action regarding (Lowery's)
assets since the commencement of this Chapter 11 case . . . there
have been no actions by any (of the banks) that would constitute a
violation of the automatic stay, and thus (Lowery's claims are)
unsupported by the facts," says the report, citing the response.

The report says, in addition to stating that they have not taken
action subsequent to the Chapter 11 filing, the lenders said prior
actions have been appropriate.  TCB has used voting shares in
FiData it received as collateral on Mr. Lowery's debt, but it
hasn't controlled the company's actions or wielded undue
influence, the response states.

The report relates that Mr. Lowery, the lenders said, has tried to
squeeze FiData for money even as the company, part of his Citizens
Corp., has independently tried to settle debts. They also said the
FiData's head, Jean Ramsey, has acted independently from the
lenders and moved her offices away from Lowery out of fear for her
physical safety.

The report notes that Mr. Lowery's Chapter 11 attorney, Bob Mendes
of MGLaw of Nashville, called the safety concerns "ludicrous."  He
also said the suggestion that Mr. Lowery was inappropriately
sapping FiData is incorrect.

The report adds that Mr. Lowery and TCB had previously been in
negotiations, and the financial entrepreneur has been turning over
assets to settle his debt.

                       About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II presides over the case.  Robert J.
Mendes, Esq., at MGLAW, PLLC, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Marion Ed Lowery, a former owner of Peoples
State Bank of Commerce of Nolensville and various other entities,
serves as chairman of the company.  He signed the Chapter 11
petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq. -- dhouston@burr.com -- at Burr & Forman LLP.
Counsel to Legends Bank may be reached at dsmall@nashvillelaw.net


CLARE OAKS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that after failing to
reach an agreement with its lenders about restructuring its debt,
Clare Oaks, a continuing care retirement community in northern
Illinois, filed for Chapter 11 bankruptcy protection Monday in
Chicago.

Law360 relates that the retirement community will continue to take
on additional residents, including those who require a higher
level of care, according to Michael D. Hovde Jr., president of the
board of directors for the nonprofit organization.


CLEAN BURN: Perdue BioEnergy Wants Ch. 11 Case Converted to Ch. 7
-----------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that Perdue BioEnergy LLC
asked a judge Tuesday to convert the North Carolina bankruptcy of
Clean Burn Fuels LLC from a Chapter 11 case to a Chapter 7, saying
the move would allow the companies to resolve their dispute over
some $4.7 million worth of corn.

Law360 relates that Perdue insists that because Clean Burn is not
employing an independent officer to oversee its Chapter 11 case,
the companies are struggling to settle an adversary proceeding
Clean Burn filed over 553,000 bushels of corn.

                         About Clean Burn

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., represents the Debtor.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.

The Official Committee of Unsecured Creditors is represented by
Charles M. Ivey, III, Esq., at Ivey McClellan Gatton & Talcott,
LLP, in Greensboro, North Carolina.


COLONIAL BANCGROUP: May Use Additional Funds in Operating Account
-----------------------------------------------------------------
Bankruptcy Judge Dwight H. Williams, Jr., authorized The Colonial
Bancgroup, Inc., to use the cash in its operating account, and, to
the extent the cash constitutes cash collateral, to grant
replacement liens as adequate protection for such use.  Judge
Williams rejected the FDIC-Receiver's objection to the request.

The Debtor said in its request for cash access that it has
withdrawn the allotted $7 million from the operating account.  The
Debtor requested permission to withdraw the $5.4 million balance
of the operating account, as needed, to pay allowed claims, to the
extent permissible under its confirmed plan of liquidation, and to
pay fees and expenses of professionals.

To the extent the funds constitute cash collateral, the Debtor
proposed to grant a replacement lien in the assets of the estate,
excluding avoidance claims or proceeds.

Two entities claim an interest in the account.  The State of
Alabama asserts a tax lien in the account but has not objected to
the Debtor's motion.  The Federal Deposit Insurance Corp. asserts
a right of setoff in the account but the court has ruled that the
FDIC has no such right of setoff, and the ruling is the subject of
a pending appeal to the district court.

The FDIC moved to enforce a Jan. 28, 2011 order resolving the
FDIC's motion for a stay pending appeal.  The FDIC argues that the
Debtor has presented no grounds for review of the order under
F.R.B.P. Rule 9024.

In its order, Judge Williams disagreed with the FDIC that Rule
9024 controls the disposition of the Debtor's motion.  The Jan. 28
agreed order contemplates that the Debtor may seek use of
additional funds to, inter alia, implement the chapter 11 plan and
pay further administrative expenses.

A copy of Judge Williams' Dec. 1, 2011 Memorandum Opinion is
available at http://is.gd/FpZqU4from Leagle.com.

                   About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.

In June 2011, the Bankruptcy Court confirmed Colonial BancGroup's
revised Chapter 11 liquidation plan over the FDIC's objection.
Kevin O'Halloran was appointed as Plan trustee.  He has tapped
Quinn Emanuel Urquhart & Sullivan LLP to serve special litigation
and conflicts counsel.


COLORADO PUBLIC: Moody's Affirms Ba1 Rating on Series 2002 Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed its Ba1 rating on Public
Broadcasting of Colorado, Inc.'s (DBA Colorado Public Radio) $4.2
million of Series 2002 Bonds issued by the Colorado Educational
and Cultural Facilities Authority. The outlook has been revised to
stable from negative.

RATING RATIONALE

The Ba1 rating reflects Colorado Public Radio's small operating
base, limited expendable financial resources, and elevated
leverage, as well as the Radio Station's solid market niche, and
relatively diversified revenue base. The outlook was revised to
stable from negative, reflecting CPR's improved operating
performance which resulted in the strengthening of its balance
sheet cushion, incorporation of the Denver AM station into its
business plan, and lack of future borrowing plans.

STRENGTHS

Solid market niche as the almost exclusive provider of high-
quality 24-hour non-commercial programming in the State of
Colorado, including classical music, news, and a newly added
contemporary music service. The stable market position is
reflected in the maintenance of its audience and associated
revenue.

Improved operating performance, with two consecutive years of
robust operating as a result of management's conservative
budgeting practices. CPR's three-year average operating margin
rose to 8.3% during FY 2009-FY 2011 compared to 0.04 during FY
2007-FY 2009. For FY 2012, management reports that CPR is ahead of
budgeted expectations for another operating surplus, but does not
anticipate it to be as robust as FY 2010 and FY 2011.

Significant growth in financial resources with expendable
financial resources increasing 182% to $6.3 million in FY 2011
from $2.2 million in FY 2009, in part attributable to receipt of
large unrestricted gifts and retention of operating surpluses.

Relatively diversified revenue base, but potentially volatile, as
funding is dependent on corporate and individual support. CPR
derives revenue from the following sources:
subscriptions/membership fees (47.8%), underwriting fees (28.7%),
gifts (15.6%), government appropriations (received through the
Corporation for Public Broadcasting) (5.3%), investment income
(1.3%), and other revenue (1.2%).

No additional borrowing plans.

CHALLENGES

Modest reserves to react to unexpected revenue shortfalls or
spikes in operating expenses, with expendable financial resources
of $6.3 million covering debt 0.50 times and operations 0.59 times
in FY 2011.

Elevated leverage with FY 2011 debt to operating revenues at 1.01
times.

Changing media environment and shifting trends among listeners,
affecting radio stations, with the potential impact of these
changes on audience size and member contributions not easily
projected. Management reports a flat to modest increase of its
audience in FY 2011.

Outlook

The stable outlook reflects growth in expendable financial
resources to more aptly cushion debt and operations, strong
management oversight which is expected to result in at least
breakeven operations, and lack of future borrowing plans.

WHAT COULD MAKE THE RATING GO UP

Significant growth of unrestricted cash and investments to provide
a stronger cushion to support debt and operations; positive
operating performance; strengthening of its market position as
demonstrated by growth of audience members and associated revenue

WHAT COULD MAKE THE RATING GO DOWN

Sustained decline in member contributions or underwriting revenue;
weakening of financial resources or imbalanced operating
performance; additional borrowing

PRINCIPAL RATING METHODOLOGY

The rating on the Series 2002 Bonds was assigned by evaluating
factors believed to be relevant to the credit profile of Colorado
Public Radio such as i) the nature of the dedicated revenue stream
pledged to the bonds, ii) the capital structure and financial risk
of the issuer, iii) the projected performance of the issuer over
the near to intermediate term, iv) the business risk and
competitive position of the issuer versus others within its
industry or sector, v) the budgeting flexibility of the issuer,
vi) the issuer's management and governance structure.


COMMERCIAL METALS: Moody's Reviews 'Ba1' Corporate for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Commercial Metal Company's (CMC)
Ba1 corporate family rating and probability of default rating
under review for possible downgrade. Also placed under review for
possible downgrade were the Ba1 senior unsecured note ratings.

RATINGS RATIONALE

The review for downgrade reflects the increased uncertainty
surrounding the company's future following Icahn Enterprises
Holdings LP indicating that it would launch a tender offer for all
of CMC's outstanding stock at $15 per share or approximately $1.7
billion. CMC's board of directors had previously rejected Icahn
Enterprises proposal as undervaluing the company.

The review will focus on the outcome of any tender offer or other
action that CMC might take that could have a transformational
impact on the company. Such would include asset disposals, more
shareholder friendly policies such as debt-financed dividends and
share repurchases or releveraging of the company.

CMC's speculative grade liquidity rating of SGL-2 remains
unchanged, however Moody's notes that the company's revolving
credit facility has a maturity date of November 24, 2012. An
inability to replace this facility comfortably in advance of the
maturity date would impact the liquidity rating.

On Review for Possible Downgrade:

   Issuer: Commercial Metals Company

   -- Probability of Default Rating, Placed on Review for Possible
      Downgrade, currently Ba1

   -- Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently Ba1

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Ba1

Outlook Actions:

   Issuer: Commercial Metals Company

   -- Outlook, Changed To Rating Under Review From Negative

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

Headquartered in Irving, Texas, Commercial Metals Company (CMC)
manufactures steel through its four minimills and one micromill in
the United States and its minimills in Poland and Croatia.
Collectively, these mills have an estimated annual production
capacity of approximately 4.7 million tons. CMC also operates
steel fabrication facilities, a copper tube mill, ferrous and
nonferrous scrap metal recycling facilities, and is involved in
the marketing and distribution of steel, other metals and
industrial raw materials. CMC generated revenues of approximately
$7.9 billion and shipped 4 million tons of steel in the fiscal
year ending August 31, 2011.


COMMERCIAL METALS: S&P Keeps 'BB+' Corporate on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services' ratings, including the 'BB+'
corporate credit rating, on Irving, Texas-based Commercial Metals
Co. remain on CreditWatch with negative implications, where it
initially placed them on Nov. 29, 2011.

"The continued CreditWatch listing reflects uncertainty regarding
Commercial Metals' financial policy and ultimate capitalization,"
said Standard & Poor's credit analyst Maurice Austin. "The
company's board of directors has rejected the unsolicited buyout
offer from Icahn Enterprises L.P. (IEP) for $15 per share, a 31%
premium over the Nov. 25, 2011, closing price, or approximately
$2.9 billion including assumed debt. The board indicated that the
unsolicited proposal substantially undervalued the company and its
future prospects that can be realized through the successful
execution of the company's plan, as economic and market conditions
improve."

"In our view, Mr. Icahn's recent activism causes uncertainty
regarding the company's business and financial risk in response to
the bid. We believe that Icahn's actions have the potential to
cause the company to adopt a more-aggressive financial policy. The
ratings could come under pressure if the company's business mix
were to change substantially or if debt increased significantly,"
S&P said.

"Commercial Metals had about $1.2 billion of total reported debt
outstanding as of Aug. 31, 2011. Currently, we view the company's
business risk profile as fair and its financial risk profile as
intermediate," S&P said.

"In resolving the CreditWatch listing," Mr. Austin added, "we will
assess the company's future financial policy and the impact this
may have on its capital structure."


COMSTOCK RESOURCES: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service changed Comstock Resources, Inc.'s
(Comstock) outlook to negative from stable and affirmed its B1
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR). Moody's also assigned a first time Speculative Grade
Liquidity (SGL) rating of SGL-4. These actions are in response to
the company's announcement that it has entered into a definitive
agreement to acquire acreage in the Permian Basin in West Texas
from Eagle Oil & Gas Co. and certain other parties for $333
million, to be funded with credit facility borrowings.

RATINGS RATIONALE

"The negative outlook reflects increased leverage as a result of
the acquisition, the increased proportion of 2012 drilling
expenditures which will be focused on relatively early stage
operations in the Permian and Eagle Ford, execution risk
surrounding proposed asset sales and other financing activities
that will be needed to help fund the 2012 drilling program, and
tight post-acquisition liquidity" commented Jonathan Kalmanoff,
Moody's Analyst. "However, the acquisition adds diversification to
the oil focused portion of Comstock's drilling inventory,
supporting the company's efforts to increase its oil production
which represents only 7% of production as of September 30, 2011
pro forma."

Comstock's B1 CFR reflects scale and leverage on production which
are in line with B1 rated peers, production which is geologically
concentrated and consists of 93% un-hedged natural gas (as of
September 30, 2011 pro forma) in a low gas price environment, and
the risks inherent in the company's early stage operations in both
the Eagle Ford and the Permian basins which together account for
72% of the 2012 drilling budget. The CFR is supported by a
drilling inventory which includes two oil producing basins, as
well as the potential for an increase in oil production by the end
of 2012.

The SGL-4 Speculative Grade Liquidity Rating reflects weak
liquidity through 2012. At September 30, 2011 pro forma for the
closing the acquisition, Comstock will have $217 million of unused
capacity under its credit facility and a minimal cash balance.
Moody's expects that the company will be dependent on asset sales
or external sources of financing to fund its 2012 capital spending
budget. The credit facility, which is being amended concurrent
with the consummation of the acquisition, will have a $700 million
borrowing base. Covenants under the facility include a current
ratio of at least 0.9x for the fourth quarter of 2011 and the
first quarter of 2012, increasing to 1.0x starting in the second
quarter of 2012. While Moody's expects there will be little
headroom under this covenant after the close of the acquisition,
if the company designates the assets it plans to sell during 2012
as held for sale, they will become current assets leading to
improvement in the current ratio. The credit facility also has a
debt / EBITDAX covenant of 4.5x (decreasing to 4.0x in the fourth
quarter of 2012), which Moody's believes Comstock will be able
maintain adequate headroom under through 2012. There are no debt
maturities prior to 2015 when the credit facility matures.
Although the majority of Comstock's assets are pledged as security
under the credit facility, the company has the ability to raise
additional liquidity through limited asset sales.

We could downgrade the CFR and note ratings if Comstock's
liquidity does not improve during the first quarter of 2012, if
leverage trends upward over the course of 2012 with EBITDA /
interest sustained below 5.0x due to weaker than expected drilling
results, or if the company is unable to execute on its drilling
program as planned. The outlook could be changed to stable during
2012 if total liquidity increases to $300 million, the percentage
of production from oil is on an increasing trend, and EBITDA /
interest increases to 7.0x due to positive results from the
company's oil focused drilling program. Longer term, Moody's could
upgrade the CFR if liquids production were to increase to 50% or
proven developed reserves were to increase to 200,000 mboe while
maintaining debt / average daily production below $20,000.

Although Moody's Loss Given Default Methodology indicates a senior
unsecured note rating two notches below the B1 CFR due to an
increase in the size of the senior secured revolver's borrowing
base and usage pro forma for the acquisition, the notes continue
to be rated B2 (LGD5-75%) due to the potential for a rebalancing
of the amounts of secured and unsecured debt in the in the capital
structure during 2012. Moody's will continue to evaluate the
notching as the capital structure evolves. If a rebalancing of
secured and unsecured debt does not occur, the senior unsecured
notes could be downgraded.

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

Comstock Resources, Inc. is an independent exploration and
production company headquartered in Frisco, Texas.


CORNERSTONE BANCSHARES: Nov. 29 Set as Payment Date for Dividend
----------------------------------------------------------------
Cornerstone Bancshares, Inc., announced the payment date of
Nov. 29, 2011, for its Series A Convertible Preferred Stock for
all shareholders of record as of June 30, 2011.

This second quarter dividend, payable at a rate of 62.5 cents per
share, marks the fourth quarterly dividend and was declared after
a third consecutive quarter of positive earnings for the year for
Cornerstone.

Launched in the third quarter of 2010 and extended through
Dec. 31, 2011, the Preferred Stock Offering features a new class
of security with a 10 percent cumulative annual dividend, and is
convertible into common stock after five years and a 50 percent
increase in common stock value over the preferred stock?s strike
price.

"We are extremely pleased with the progress of the Bank and are
thankful that the earnings are sufficient to pay this Preferred
dividend," said Cornerstone President Frank Hughes.  "Our goal is
to continue to strengthen Cornerstone's foundations in order to
bring the greatest return on investment to all shareholders."

Cornerstone is a single-bank holding company with $426 million in
assets, serving the Chattanooga, Tennessee MSA.  Locally owned and
locally operated, Cornerstone Community Bank was founded in 1996,
and is one of Chattanooga's oldest and largest community banks.
With five branches serving the Hamilton County area and one loan
production office in Dalton, Georgia, Cornerstone Community Bank
specializes in providing a comprehensive range of customized
financial solutions for businesses and individuals.

                   About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

The Company also reported net income of $917,230 on $15.49 million
of total interest income for the nine months ended Sept. 30, 2011,
compared with net income of $575,607 on $19.76 million of total
interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$426.36 million in total assets, $393.91 million in total
liabilities, and $32.44 million in total stockholders' equity.

                           Consent Order

The Company disclosed in 10-Q for the quarter ended June 30, 2010,
that following the issuance of a written report by the Federal
Deposit Insurance Corporation and the Tennessee Department of
Financial Institutions concerning their joint examination of
Cornerstone Community Bank in October 2009, the Bank entered a
consent order with the FDIC on April 2, 2010, and a written
agreement with the TDFI on April 8, 2010, each concerning areas of
the Bank's operations identified in the report as warranting
improvement and presenting substantially similar plans for making
those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


DELIVERANCE CHRISTIAN: Court Won't Allow Release of Donors' Names
-----------------------------------------------------------------
Bankruptcy Judge Russ Kendig denied FirstMerit Bank, N.A.'s motion
to compel discovery from Deliverance Christian Church.  The Debtor
opposed the motion, arguing that the information sought is
privileged or confidential in nature.

Deliverance's major source of income is comprised of tithes and
donations from its congregants.  FirstMerit seeks discovery of
financial information to ascertain the financial wherewithal of
the Debtor.  Currently, FirstMerit has extended the Debtor interim
use of cash collateral, subject to expire Jan. 12, 2012.
FirstMerit also has a motion to convert or dismiss the case
pending, and the financials are imperative to its ability to
determine whether Debtor has the ability to reorganize.

The Debtor does not dispute FirstMerit's entitlement to financial
information but does contest the form in which it should be
provided.  It argues that the personal information of its
contributors is confidential.  It has offered to provide sanitized
information where contributors are identified only by number.  It
strongly opposes release of any personal information, including
names, addresses, social security numbers, and bank routing
numbers.

FirstMerit said it is willing to operate under a protective order
but the Debtor has not been amenable.  The Debtor steadfastly
holds to the principal that the information is privileged or
protected from release.

Judge Kendig said he fails to see how a membership list is
relevant to FirstMerit's purposes.  There may be members included
on the list who have not stepped foot in the door in a decade,
while there may be faithful attendees who are not members.  While
the court would not challenge that numbers relating to the
congregants may be material, including the number of members on
the roll, the number of people attending services, the number of
those people who are financially supporting the church, the court
cannot conclude that the actual membership list is relevant.
Further, membership lists are generally subject to heightened
protection by courts because of the potential chilling effect on
the First Amendment right to freedom of association.  For these
reasons, the Court will not compel the Debtor to release the
membership list to FirstMerit.  In the event FirstMerit desires to
pursue the membership list, it will need to do so upon further
motion.

A copy of Judge Kendig's Dec. 1, 2011 Memorandum of Opinion is
available at http://is.gd/xc5mZOfrom Leagle.com.

Deliverance Christian Church in Canton, Ohio, filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-62306) on July 13, 2011.
Judge Russ Kendig presides over the case.  David A. Mucklow, Esq.
-- davidamucklow@yahoo.com -- in Akron, serves as bankruptcy
counsel.  The Debtor scheduled assets of $3,080,264 and debts of
$1,283,712.


DYNEGY INC: Franklin Advisers Says It's Not Part of Control Group
-----------------------------------------------------------------
Resources Capital Management Corporation; Resources Capital Asset
Recovery, L.L.C., Series DD and Series DR; Roseton OL LLC; and
Danskammer OL LLC -- also known as the PSEG Entities -- ask Judge
Cecelia Morris of the U.S. Bankruptcy Court for the Southern
District of New York to dismiss the Chapter 11 cases of Dynegy
Holdings, LLC, and its Debtor affiliates.

On behalf of the PSEG Entities, Heather D. McArn, Esq., at Jenner
& Block LLP, in New York, contends that the Court should dismiss
the Debtors' bankruptcy cases because the Debtors have
fraudulently and without good faith manufactured an artificial
insolvency in an effort to impose the limitations of Section
502(b)(6) of the Bankruptcy Code upon a handful of the Debtors'
creditors.  Ms. McArn says a certain "Control Group" seek to
exploit that artificial insolvency to take unfair advantage of
Section 502(b)(6)'s cap on certain lease rejection damages.

Franklin Advisers, Inc., argues that without any factual basis,
the PSEG Entities purport to define Franklin as a member of
Dynegy's "Control Group."

Nicholas C. Kamphaus, Esq., at Milbank Tweed Hadley & McCloy LLP,
in Los Angeles, California, tells the Court that the PSEG
Entities' inclusion of Franklin as part of the Control Group
results in Franklin becoming a target for the PSEG Entities'
subsequent -- and equally unsubstantiated -- allegations of
misconduct, conspiracy, mismanagement and breach of duty that
populate the Request.

"To the extent directed at Franklin, the PSEG Entities'
accusations fail not only because Franklin has not engaged in any
of the alleged wrongdoings, but also because, as a threshold
matter, Franklin is not part of Dynegy's "Control Group,"
notwithstanding the PSEG Entities' misguided attempt to define
them as such," Mr. Kamphaus contends.

The PSEG Entities attempt to include Franklin as a member of the
Control Group by virtue of the ownership of 10.5% of the common
stock of Dynegy Inc. by certain funds managed by Franklin.

Mr. Kamphaus notes that Franklin is an investment manager that
manages funds that have made passive investments in Dynegy Inc.'s
common stock, and those investments do not render Franklin a
member of any "control group."

The Indenture Trustee also attempts to paint Franklin as a
"control" party by stating that "The Control Group includes Icahn
Capital L.P., Franklin Resources, Inc. and Seneca Capital
Advisors LLC, Carl Icahn, and the members of Dynegy Inc.'s board
of directors they nominated."

Mr. Kamphaus says that the PSEG Entities' suggestion that
Franklin is part of any "group" with these other parties is
entirely misleading.  He asserts that Franklin is in no way
affiliated with Icahn Capital, Seneca or Carl Icahn, nor has
Franklin acted in concert with or in any coordinated manner with
any of those parties in connection with Franklin's investments in
Dynegy.  In addition, Franklin has not nominated any of Dynegy
Inc.'s directors and has not played any role in the selection or
nomination of any directors.

Separate and apart from its passive equity investment in Dynegy,
Inc., Franklin also manages funds that own in excess of $1
billion of Dynegy Holdings' senior notes.  In its capacity as one
of the largest bondholders, Franklin actively participated in the
negotiations between the Debtors and the ad hoc bondholder group
that ultimately resulted in the Restructuring Support Agreement
dated November 7, 2011 and its accompanying Restructuring Term
Sheet.

Mr. Kamphaus tells the Court that Franklin's participation in
those negotiations was at all times in good faith and at arms'
length with all of the parties.  He adds that the RSA and the
Term Sheet provide the template for a fair, reasonable,
appropriate and necessary restructuring of the Debtors and on
that basis, Franklin executed the RSA and has agreed, subject to
the terms thereof, to support and pursue the transactions
necessary to implement that Restructuring.

Given the level of creditor support for the Restructuring that
has already been garnered, the filing of the Chapter 11 cases to
implement a pre-negotiated restructuring appears to be the best
vehicle available to the Debtors at this point to accomplish that
Restructuring, Mr. Kamphaus contends.

For this reason the PSEG Entities' assertion that the only reason
for the filings is to cap their claims is simply wrong, Mr.
Kamphaus asserts.  He says that the filings are more broadly
designed to allow the Debtors to accomplish the Restructuring
that they have negotiated with holders of approximately $1.4
billion of their senior notes.

Consequently, the PSEG Entities' request for dismissal of the
cases is not warranted and should be denied, Franklin asserts.

Franklin's counsel may be reached at:

    Nicholas C. Kamphaus, Esq.
    Paul S. Aronzon, Esq.
    Thomas R. Kreller, Esq.
    MILBANK, TWEED, HADLEY & McCLOY LLP
    601 South Figueroa Street, 30th Floor
    Los Angeles, CA 90017
    Tel: (213) 892-4000
    Fax: (213) 629-5063
    E-mail: nkamphaus@milbank.com
            paronzon@milbank.com
            tkreller@milbank.com

                         About Dynegy Inc.

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

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

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, 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)


DYNEGY INC: Franklin Says Quick Plan Could Make Examiner Moot
-------------------------------------------------------------
U.S. Bank National Association asserted that the appointment of an
examiner in Dynegy Holdings LLC and four other affiliates' Chapter
11 cases is mandatory pursuant to Section 1104(c) of the
Bankruptcy Code, and cause exists for the appointment based on the
conduct of the Debtors and a certain "Control Group."

In separate filings, Franklin Advisers, Inc., and Seneca Capital
Advisors LLC argue that U.S. Bank has improperly attempted to
cast them as a member of "an imagined Control Group" of directors
and equity holders that allegedly orchestrated a series of
allegedly improper transactions.

Franklin and Seneca point out that there is no evidence and none
exists in U.S. Bank's allegations.  Accordingly, they ask the
Court to deny U.S. Bank's request.

On behalf of Franklin Advisers, Nicholas C. Kamphaus, Esq., at
Milbank Tweed Hadley & McCloy LLP, in Los Angeles, California,
says that if the Debtors are able to move quickly to obtain
sufficient creditor support to implement the restructuring on an
expedited and largely consensual basis, they should be given the
opportunity to do so, unimpeded by the expense and distraction
that an examiner will bring.  However, he notes that if the
Debtors are unable to do so, the Court may choose to re-visit the
propriety of an examiner at an appropriate time in the future.

Seneca is represented by:

        Gregory Aaron Horowitz, Esq.
        Thomas Moers Mayer, Esq.
        Gregory G. Plotko, Esq.
        KRAMER LEVIN NAFTALIS & FRANKEL LLP
        1177 Avenue of the Americas
        New York, NY 10036
        Tel: (212) 715-9100
        Fax: (212) 715-8000
        E-mail: ghorowitz@kramerlevin.com
                tmayer@kramerlevin.com
                gplotko@kramerlevin.com

                       *     *     *

Judge Morris will convene a hearing on Dec. 16 to consider the
request for the appointment of an examiner in the Debtors'
bankruptcy cases, according to a Dec. 3 report by Adam Bosch of
the Times Herald-Record.

                         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) on Nov. 7, 2011, 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)


DYNEGY INC: Danskammer and Roseton to Continue Operations
---------------------------------------------------------
Dynegy Holdings LLC and its affiliates asked the bankruptcy court
for authority to reject certain leases known as "Facility Leases"
and other executory agreements and unexpired leases effective as
of Nov. 7, 2011.

Central Hudson Gas & Electric Corporation says that, together
with its customers, it has a substantial interest in the outcome
of the lease rejection request in that a shutdown or a
curtailment of production at the Facilities, which is a risk that
will exist following the rejection of the leases, will have a
serious adverse impact on Central Hudson, its transmission and
distribution systems, and its customers.

Joseph B. Koczko, Esq., at Thompson Hine LLP, in New York,
explains that a shutdown or curtailment would, among other
things, reduce or eliminate essential energy supply and voltage
regulation capability from Central Hudson, resulting in a
significant impact on the reliability of Central Hudson's
transmission and distribution systems and, in turn, the
reliability of the delivery of electricity to its individual,
business, industrial, and governmental customers.

Despite the Debtors' purported transition plan, there remains a
high degree of uncertainty regarding the timing of, and terms and
structure regarding, the transfer of and continued operation of
the Facilities, Mr. Koczko points out.

For these reasons, Central Hudson asks the Court that any relief
granted to Debtors in connection with the Request be subject to
continued operation of the Facilities until a detailed, non-
contingent and reliable Transition Plan that avoids the risk of a
serious adverse impact on Central Hudson, its transmission and
distribution systems, and its customers is developed and
implemented.

Judge Cecilia Morris approved several requests that will allow
Dynegy to keep running its Danskammer and Roseton power plants in
Newburgh in the short term, but many critical steps in the case
were adjourned for two weeks, Adam Bosch of the Times Herald-
Record
reported on Dec. 3.

Judge Morris has scheduled a Dec. 2 hearing for the requests.

The report said several key components of the case were adjourned
to Dec. 16, including a request by bondholders for the
appointment of an examiner to study whether Dynegy improperly
reorganized its subsidiaries earlier this year to cut loose the
Newburgh plants.

The judge will also hear Dynegy's request in two weeks to reject
its leases on the local power facilities, the report noted.

                         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) on Nov. 7, 2011, 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)


DYNEGY INC: T. Elward Replaces H. Harrison as Board Member
----------------------------------------------------------
On November 28, 2011, E. Hunter Harrison informed Dynegy Inc.
that he will resign as the Company's Chairman of the Board of
Directors and as a board member, effective December 16, 2011.
In connection with Mr. Harrison's resignation, the Board
appointed Thomas W. Elward, an independent director, as non-
executive Chairman of the Board, effective December 16, 2011.

Dynegy Director, President and Chief Executive Officer Robert C.
Flexon thanked Mr. Harrison for his service and contributions to
the company during his tenure, according to a press statement.
"Hunter provided leadership through a very challenging transition
earlier this year. The Company appreciates his contributions as
both interim CEO earlier this year and as Chairman of the Board."

Mr. Harrison and Mr. Elward both joined the Dynegy board in March
2011.  Mr. Elward is a member of the Audit and Compliance
Committee of the Board and serves as the Chair of the Corporate
Governance and Nominating Committee.  Mr. Elward's experience in
the power generation industry will be constructive as Dynegy
seeks to return to normal operations after an extended period of
corporate reorganization activities, the statement said.

Thomas W. Elward, age 63, served as President and Chief Operating
Officer of CMS Enterprises from March 2003 to July 2008.
Mr. Elward previously served in various roles with CMS
Generation, a subsidiary of CMS Enterprises, including President
and Chief Operating Officer from March 2003 to July 2008;
President and Chief Executive Officer from January 2002 to
February 2003; Senior Vice President-Operations and Asset
Management from July 1998 to December 2001; and Vice President
for Operations from March 1990 to June 1998.  Prior to CMS
Enterprises, he held roles of increasing responsibility at
Consumers Power, advancing to the position of Plant Manager.

E. Hunter Harrison, age 67, is currently a private investor.
Mr. Harrison served as the President and Chief Executive Officer
of Canadian National Railway Company (NYSE:CNI) ("Canadian
National Railway") from January 2003 until December 2009 and as
its Chief Operating Officer from 1998 until 2003.  Prior to
joining Canadian National Railway, Mr. Harrison was the President
and Chief Executive Officer of Illinois Central Railroad from
1993 until February 1998 and its Chief Operating Officer from
1989 to 1993.  Mr. Harrison served on the Board of Directors of
Canadian National Railway from December 1999 until December 2009.
Mr. Harrison also served on the boards of The American
Association of Railroads, The Belt Railway of Chicago, Terminal
Railway, Wabash National Corporation (NYSE:WNC), Illinois Central
Railroad and TTX Company.

                         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) on Nov. 7, 2011, 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)


EAGLE BULK: Hires Advisors to Deal With $1.13-Bil. Debt
-------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that Eagle Bulk Shipping Inc. hired financial advisers for advice
on how to deal with $1.13 billion of long-term debt under its $1.2
billion revolving credit line that matures July 2014, according to
data compiled by Bloomberg.

                          About Eagle Bulk

Eagle Bulk Shipping Inc. is a Republic of the Marshall Islands
corporation headquartered in New York City.  It owns one of the
largest fleets of Supramax dry bulk vessels in the world.

The Company transports a broad range of major and minor bulk
cargoes, including iron ore, coal, grain, cement and fertilizer,
along worldwide shipping routes.  As of Sept. 30, 2011, the
Company's operating fleet consisted of 44 vessels.  It completed
its Supramax newbuilding program with the delivery of the last
new building vessel on Oct. 19, 2011.

Eagle Bulk reported a net loss of $13.1 million on $243.4 million
of revenues for the nine months ended Sept. 30, 2011, compared
with net income of $23.8 million on $192.7 million of revenues for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.9 billion
in total assets, $1.2 billion in total liabilities, and
stockholders' equity of $670.2 million.


EASTERN/505 LP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Eastern/505 L.P.
        dba 505 Cedar Creek Ranch Club
        835 E. Lamar Blvd #101
        Arlington, TX 76011

Bankruptcy Case No.: 11-46767

Chapter 11 Petition Date: December 5, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Howard Marc Spector, Esq.
                  SPECTOR & JOHNSON, PLLC
                  12770 Coit Road
                  Banner Place, Suite 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  E-mail: hspector@spectorjohnson.com

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

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

The petition was signed by Thomas Cooper, manager of general
partner.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


EMCOR: Moody's Assigns 'Ba1' Rating to $750-Mil. Credit Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to EMCOR's $750
million senior secured revolving credit facility and at the same
time affirmed the company's existing Ba1 corporate family and
probability of default ratings. The outlook remains stable.

These rating actions were taken:

Ba1 (LGD3, 44%) assigned to $750 million senior secured revolver
due November 2016

Ba1 rating on $550 million revolver due February 2013 withdrawn

Ba1 corporate family rating affirmed

Ba1 probability of default affirmed

RATINGS RATIONALE

EMCOR's Ba1 corporate family rating reflects the company's healthy
liquidity, conservative capital structure (before Moody's standard
accounting adjustments) and strong unadjusted pre-impairment
credit metrics. The rating is also supported by EMCOR's
competitive market position, product breadth and geographic
diversification, The company generates a very healthy free cash
flow relative to its reported debt balance, and its cash balance
currently exceeds its outstanding reported debt by a significant
amount. EMCOR is also well in compliance with its financial
covenants and is expected to maintain sufficient headroom under
these covenants over the next 12 to 18 months.

At the same time, the rating considers that EMCOR's strong
reported metrics take a sizable haircut after balance sheet debt
is adjusted to account for the company's large multi-employer
pension plan exposure. Total imputed debt from the multi-employer
pension plan for 2010 was $1.1 billion, which, when added to
traditional pension obligations and operating leases, greatly
diminishes the reported financial ratios. Adjusted debt to book
capitalization, for instance, rises to 73.9% from a reported 10.9%
at September 30, 2011, while adjusted free cash flow to debt falls
to 8.4% from a reported 84.8%. In addition, EMCOR's surety bond
line (under which $1.3 billion of surety bonds are currently
outstanding), which the company needs in order to bid on certain
government and other large projects as well as to provide
liquidity for advance contract payments, has only moderate
revolver back-up to cover potential rough patches in surety
availability. Finally, EMCOR's reliance on the currently weak non-
residential construction market will further pressure near-term
earnings.

The stable outlook reflects Moody's expectation that EMCOR is
unlikely to be upgraded in the next 12 to 18 months given the
relative weakness in the company's end markets. A large portion of
EMCOR's sales are exposed to the non-residential construction
market, which continues to experience anemic growth, and Moody's
believes that revenues for 2012 will likely fall short of current
expectations. Longer term, the company's sizable off-balance sheet
exposures limit its upgrade potential. At the same time, the
stable outlook reflects Moody's belief that the company is
currently well-positioned in its rating category.

The rating or outlook could improve if EMCOR's end markets enter
an expansionary phase and the company is able to show sustainable
year-over-year sales growth and margin improvement. An upgrade
could be considered if EMCOR demonstrates sustainable improvements
in adjusted debt to EBITDA to below 2.75 times, in adjusted debt
to book capitalization to below 45%, in adjusted EBITA to interest
expense to above 5.0 times, in adjusted free cash flow to debt to
above 12.5%, as well as a strengthened liquidity profile relative
to its adjusted balance sheet obligations.

The rating and/or outlook could deteriorate if: (i) the company's
sales begin to decline significantly more than expected an on
annual basis and adjusted EBITA margin deteriorates to below 5.0%;
(ii) the company's contract backlog declines materially; (iii) the
company's access to the surety bond market becomes limited; (iv)
the company's adjusted debt to EBITDA and adjusted debt to book
capitalization remain above 5.0 times and above 80%, respectively,
for a prolonged period of time; and/or (v) the company's cash flow
generation turns negative.

The principal methodology used in rating EMCOR was the Global
Construction Industry Methodology published in November 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

EMCOR Group, Inc., headquartered in Norwalk, CT, is a global
leader in mechanical and electrical construction, energy
infrastructure, and facilities services. Revenues and net income
for twelve months ended September 30, 2011 totaled approximately
$5.6 billion and $123 million, respectively.


ENER1 INC: Dale Parker Is CFO; Contract to Continue in Ch. 11
-------------------------------------------------------------
Ener1, Inc., on Nov. 30, 2011, entered into an agreement with Dale
Parker pursuant to which Mr. Parker will provide services as
Interim Chief Financial Officer of the Company.  Mr. Parker was
appointed as Interim Chief Financial Officer of the Company on
Nov. 4, 2011.

Mr. Parker will also provide other consulting services as
requested by the Company.  The term of Mr. Parker's consulting
engagement with the Company commenced effective Nov. 14, 2011, and
is to continue for a period to be determined by the Company, which
in the event of a reorganization, will not be less than 90 days
after consummation of an agreement to an out-of-court
restructuring or confirmation of a plan of reorganization.

As compensation for his services, Mr. Parker will be entitled to a
consulting fee of $31,250 per month (equivalent to $375,000 per
year).  In addition, Mr. Parker is entitled to (i) $25,000 upon
entry into the Consulting Agreement and (ii) $100,000 upon
consummation of a reorganization.  Mr. Parker agreed to covenants
regarding cooperation in any future litigation or regulatory
proceedings concerning events that take place during the period of
Mr. Parker's engagement by the Company, non-disparagement of the
Company, confidentiality, non-competition and non-solicitation.

A full-text copy of the Consulting Agreement is available at:

                        http://is.gd/x10vWd

                            About Ener1

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs.  EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.

On Aug. 15, 2011, Ener1 disclosed that the Company's financial
statements for the year ended December 31, 2010 and for the
quarterly period ended March 31, 2011 should no longer be relied
upon and should be restated.  The determination was made following
an assessment of certain accounting matters related to the loans
receivable owed to Ener1 by Think Holdings and accounts receivable
owed to Ener1 by Think Global held by the Company, and the timing
of the recognition of the impairment charge related to the
Company's investment in Think Holdings originally recorded during
the quarter ended March 31, 2011.

Ener1 in September 2011 announced that it has entered into an
agreement to restructure its 8.25% Senior Amortizing Notes with
Goldman Sachs Asset Management, L.P., and other holders of the
Notes.  Ener1 also announced that its primary shareholder, BzinFin
S.A., has extended the maturity of its $15-million line of credit
from November 2011 to July 2013.

The Company and Bzinfin S.A., on Sept. 12, 2011, entered into an
amendment to the Line of Credit Agreement dated June 29, 2011.
Under the LOC Agreement, Bzinfin established a line of credit for
the Company in the aggregate principal amount of $15,000,000, of
which approximately $11,241,000 has been borrowed by the Company.
Under the terms of the Amendment, the maturity date for the
repayment of all advances under the LOC Agreement and all unpaid
accrued interest thereon was extended to July 2, 2013, and the
interest rate at which all outstanding advances will bear interest
from and after Sept. 12, 2011, was increased to 15% per year.


ENRON CORP: Circuit Denies Rehearing on Broad Safe Harbor Defense
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the protection given to the redemption of commercial
paper under the so-called safe harbor provisions in bankruptcy law
won't be reconsidered by all the active judges on the U.S. Court
of Appeals in Manhattan.  In the aftermath of the liquidation of
Enron Corp., the 2nd Circuit Court of Appeals ruled 2-1 in June
that the safe harbor protections in Section 546(e) of the
Bankruptcy Code should be given an "extremely broad"
interpretation.

Mr. Rochelle recounts that the Enron creditors filed papers in
July asking for rehearing before all 2nd Circuit judges.  The
rehearing petition was denied on Dec. 2, according to court
records.  The Enron creditors still have the right to seek review
by the U.S. Supreme Court.

The report relates that the majority in the June opinion said that
the redemption of commercial papers was a "settlement payment"
that can't be recovered under the safe harbor provision.

The appeal is Enron Creditors Recovery Trust v. Alfa SAV de
CV, 09-5122, 2nd U.S. Circuit Court of Appeals (Manhattan).

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused its
stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENTERGY CORP: Moody's Says Transmission Spin-Off Is Neutral
-----------------------------------------------------------
Entergy Corp. (ETR, Baa3 Senior Unsecured, Stable Outlook) and ITC
Holdings Corp. (ITC, Baa2 Senior Unsecured, Stable Outlook)
announced on December 5, 2011 that they have entered into an
agreement under which ETR's utility operating companies will spin
off all of their transmission assets to shareholders and merge
them with ITC, using a tax-efficient Reverse Morris Trust
structure. ETR shareholders will own over 50% of the post-merger
ITC. The value of the transaction, in terms of book value of
assets transferred, is estimated at approximately $3.2 billion, or
approximately 13% of ETR's consolidated net property plant and
equipment. Target closing is 2013.

Moody's views the transaction as essentially neutral from a
metrics perspective, but it has the potential to increase
regulatory risks and certain operating risks at ETR and its
subsidiaries. Moody's is maintaining the stable rating outlook for
ETR and its utility operating companies at this time.

ETR has stated that its operating subsidiaries would reduce their
debt by approximately $1.7 billion upon closing and that ETR would
reduce parent debt by approximately $100 million, such that cash
flow coverage of debt and interest ratios would remain essentially
unchanged (both on a consolidated basis and at the utility
operating companies) as a result of the transaction after
adjusting for the lost transmission revenues. In addition, ETR
would be able to forego substantial Capex needed on the
transmission system and avoid the associated regulatory lag with
such intrastate investments. Currently, the transmission assets
owned by each utility operating company are regulated by the
respective local regulators, and ETR has transmission cost
recovery rider only in Texas. Under ITC, the assets would be
regulated by the Federal Energy Regulatory Commission (FERC),
which has forward looking rate-making, generally higher Allowed
ROEs and Incentive ROEs, and which permits a capital structure
with 60% debt, as opposed to 45-50% for ETR's utility operating
companies. Investments are needed to harden ETR's system along the
Gulf coast, to meet NERC requirements and for system upgrades so
that ETR can join a regional transmission organization (RTO -- ETR
has proposed to join MISO).

The transaction will require a long list of approvals, including
FERC and the public service commissions of Arkansas (AR),
Louisiana (LA), Mississippi (MS), Texas (TX) and New Orleans (NO).
Moody's views the outcome of the state approvals in AR (crucial
due to its geographic position and size) and LA (crucial due to
its size) as the most uncertain. However, the transaction terms
would require the regulator in each jurisdiction to cede control
over the transmission network (including the timing and
prioritization of investment projects) to FERC and to accept
incrementally higher costs for ratepayers (the transmission
portion of rates would likely increase due to FERC's more generous
rate-making). In addition, the transaction agreement would require
all of the jurisdictions to accept joining MISO, whereas SPP
(which is based in Little Rock) has been lobbying for Entergy
Arkansas to join SPP. Moody's notes that, irrespective of the
spin-off, the same regulators would have to approve ETR's joining
an RTO, and control over transmission would migrate to FERC in
that scenario.

One area of potential concern is that ETR's relationships with its
various regulators could be damaged during the approval
negotiations, which will undoubtedly be complex. Whether or not
the transaction is ultimately successful, ETR will have to live
with any ill will that might be created, whereas ITC will not be
regulated by these commissions.

Another area of concern is the potential impact on future storm
recovery. ITC will acquire a substantial number of ETR's storm
response personnel with the merger. Moody's believes that
coordination of any recovery effort would be more difficult when
physically interconnected transmission and distribution assets are
owned by unrelated entities, especially when those entities are
likely to have different priorities regarding the order for
repairing assets and restoring service. Moody's has observed a
general improvement in the regulatory relations of ETR's utility
operating companies after hurricanes Katrina and Rita, which
Moody's believes was caused in part by storm restoration that was
viewed as effective given the difficult circumstances. Moody's
believes that storm recovery that is ineffective or lacking in
coordination would have negative implications for regulatory
relations.

Moody's observes that the sale will incrementally reduce the
regulated portion of ETR's business mix. In addition, the asset
mix of the operating utility companies will be marginally weighted
toward higher risk generation and less toward lower risk
transmission and distribution. However, Moody's does not view
these changes as material to the business profile, given reduced
expectations of unregulated cash flows from the northeast nuclear
fleet.

In summary, the transaction appears to be neutral to metrics, but
in order to mitigate the potential business risks, Moody's
believes that ETR will need to manage the regulatory approval
process carefully and plan for operating a previously integrated
transmission and distribution system with an unrelated partner,
including a storm response protocol.

Entergy Corporation - Baa3 Senior Unsecured, Stable Outlook

Entergy Arkansas, Inc. - Baa2 Senior Unsecured, Stable Outlook

Entergy Gulf States Louisiana, LLC - Baa2 Senior Unsecured, Stable
Outlook

Entergy Louisiana, LLC - Baa2 Senior Unsecured, Stable Outlook

Entergy Mississippi, Inc. - Baa3 Senior Unsecured, Stable Outlook

Entergy New Orleans, Inc. - Ba2 Senior Unsecured, Stable Outlook

Entergy Texas, Inc. - Ba1 Senior Unsecured, Stable Outlook

System Energy Resources, Inc. - (P)Ba1 Senior Unsecured, Stable
Outlook


EVERGREEN SOLAR: Creditors Find Defective Security Interests
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for Evergreen Solar Inc.
filed a lawsuit in bankruptcy court for a declaration that holders
of $165 million in 13% convertible secured notes don't have a
valid security interest in foreign intellectual property and in
two commercial tort claims.  The committee said in its papers that
two tort claims together could be worth almost $7.5 million.

Mr. Rochelle relates that, although the secured notes were
intended to have liens on virtually all of Evergreen's assets, the
committee contends the lenders failed to file notices abroad
perfecting their security interest in foreign intellectual
property.

The committee, according to the report, believes commercial torts
aren't part of the collateral because they weren't listed as part
of the collateral in required public filings.  One tort claim for
$5.6 million relates to the design of a plant.  The other is a
claim against lawyers for advice related to import duties.

Mr. Rochelle discloses that the committee's papers describe other
miscellaneous assets in which Evergreen admits there isn't a
security interest.  The lawsuit was authorized as part of an
agreement for Evergreen to use cash.  The committee was given the
ability to sue if it found defective security interests.  The
committee met the Nov. 28 deadline for filing suit.

                       About Evergreen Solar

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

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

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

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

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

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

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

Evergreen was previously given approval by the bankruptcy judge to
sell assets to three buyers. Max Era Properties Ltd. from Hong
Kong paid $6 million in cash and $3.2 million in stock of China
Private Equity Investment Holdings Ltd. for the company name,
intellectual property, and wafer-making assets.  Kimball Holdings
LLC paid $3.8 million for solar panel inventory while the secured
lenders are exchanging $21.5 million of their $165 million claim
for a $171 million claim against Lehman Brothers Holdings Inc.


FAIRWAYS COMMONS: Unsecureds to Share in $500,000 Distribution
--------------------------------------------------------------
Debtors Eureka Ridge, LLC, Fairway Commons II, LLC, and Stoneview,
LLC have filed a Second Combined Disclosure Statement and Plan of
Reorganization Dated Nov. 8, 2011.

The Debtors are three separate commercial properties.  They bear
the common street addresses: 1470-1490 Eureka Road, Roseville, CA,
10241-10271 Fairway Dr., Roseville, CA, and 3001 Lava Ridge Ct.,
Roseville, CA, respectively.

Without further consideration, if required, the Debtors will agree
to allow the receiver to perform his duties for six months after
the Effective Date, thereafter, with the consent of the Lender the
receiver will be relieved of his duties and the majority equity
holder will assume the responsibility over the receiver's duties,
and continue to manage the Reorganized Debtor.

Financial investors with over multi-million dollars in liquid
assets and a multi-million dollar net worth have committed to
deposit into the operating fund $2 million dollars no later than
December 2011.

Detailed financial information about the equity partner will be
provided to the Lender due to confidentiality, independent of this
filing.

The Debtor anticipates that the property will return to a positive
cash flow and will continue to provide sufficient funds to pay for
operating expenses and to make the payments pursuant to the plan.
The majority equity partner, as part of the agreement to invest,
will become the managing partner.  The three properties will be
transferred to a newly formed LLC within 30 days of the plan being
confirmed.

The Plan provides for two classes of secured claims, two classes
of unsecured claims, and one class of equity security holders.
The Plan also provides for the payment of administrative claims in
full on the effective date.

        Class 1 consists of the secured claim of J.E. Robert
Company, Inc., in its capacity as special services for Wells
Fargo.  The Debtors believe that the amount of the claim should be
approximately $44,000,000.  Class 1 is impaired under the Plan and
is entitled to vote.  J.E. Robert Company will be paid the
adequate protection payments of $118,900 per month.  The adequate
protection is figured using $27,000,000 multiplied by the contract
interest rate of 5.185%, multiplied by the number of days in the
month.  The majority equity partner has the option to pay off the
note for $27,000,000 while the asset is not stabilized.  The
undersecured portion of the loan in the amount of $17,000,000 will
be placed under the General Unsecured Claims.

        Class 2 consists of the secured claim of Rubicon Mezzanine
Loan Fund1, LLC, and Mechanic's Bank.  The Debtors believe that
the amount of Rubicon Mezzanine Loan Fund1 claim should be
approximately $3,600,000.  The Debtors believe that the Mechanic's
Bank claim should not be allowed, because Mechanic's Bank did not
fund the loan.  The Debtors believe that the amount owing on the
senior lien described in Class 1 exceeds the value of the real
property and thus Class 2 is effectively unsecured.  Class 2 is
impaired under the Plan and is entitled to vote.  Within 90 days
of the confirmation of the Plan, Rubicon Mezzanine Loan Fund1 will
receive $50,000 and write off the balance of the money owed.  Upon
confirmation of the Plan, Mechanic's Bank's claim will be
dismissed.

        Class 3 consists of non-insider general unsecured claims
allowed under Section 502 of the Bankruptcy Code.  The Debtors
estimate the total amount of unsecured claims to be $17,026,700.
All Class 3 claims are impaired and the holders are entitled to
vote.  The amount of $500,000 will be set aside to be distributed
to the Unsecured Creditors six months after the plan's
confirmation

        Class 4 consists of insider general unsecured claims
allowed under Section 502 of the Bankruptcy Code.  The Debtors
estimate the total amount of unsecured claims is approximately
$2,786,927 for unreimbursed tenant improvements for the tenants.
Class 4 is impaired under the Plan and is entitled to vote.

Holders of Class 4 Claims will receive no payment and forgo their
claims for the option to extend their leases.

        Class 5 consists of equity interests and is impaired under
the Plan.  The holders are entitled to vote on the Plan.  The
combined equity interests of all the prepetition equity holders
will be reduced from 100% to 10%.  Upon the payment of $2 million
no later than December of 2011, the investor will become a new
equity holder and hold the remaining 90%.

A full-text copy of the Second Combined Disclosure Statement and
Plan of Reorganization Dated Nov. 8, 2011, is available for free
at http://bankrupt.com/misc/fairwaycommons.dkt101.pdf

Kobra EFS, in Roseville, California, filed for Chapter 11
bankruptcy (Bankr. E.D. Calif. Case No. 11-35250) on June 20,
2011.  Affiliates that also sought Chapter 11 protection are
Fairway Commons II, LLC (Case No. 11-35255) and Eureka Ridge, LLC
(Case No. 11-35256).  Judge Christopher M. Klein presides over the
case.  Paul A. Warner, Esq., serves as the Debtors' bankruptcy
counsel.  Kobra EFS and Fairway Commons II separately estimated
$10 million to $50 million in both assets and debts.


FIDELITY NATIONAL: Moody's Says Ba1 CFR Unaffected by Offering
--------------------------------------------------------------
Moody's Investors Services said Fidelity National Information
Services, Inc.'s proposed $150 million add on to its existing $600
million of 7.625% unsecured senior notes due 2017 will not impact
the company's Ba1 Corporate Family Rating (CFR), Ba1 senior
secured credit facilities ratings, and Ba2 senior notes rating.
Proceeds would be used to repay a portion of the senior secured
term loans.

Neither the instrument ratings or Loss Given Default (LGD)
assessments are expected to be affected because the change in
priority of claims is modest relative to FIS' total debt of about
$4.8 billion.

The principal methodology used in rating FIS was the Moody's
Global Business and Consumer Service Industry Methodology
published in August 2007. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


FIDELITY NAT'L: Fitch Says $150MM Offering Won't Affect Ratings
---------------------------------------------------------------
Fitch Ratings stated that Fidelity National Information Services,
Inc.'s (FIS) ratings are unaffected by the recently announced
offering of $150 million in senior unsecured notes.  The notes
will be issued under the original indenture (and subsequent
supplemental indentures) governing its 2010 offering of $600
million in 7.625% senior unsecured notes due July 2017.  These new
notes will be identical to the $600 million in notes already
outstanding and would have the same rating of 'BB'.  Proceeds from
the offering are expected to be used to reduce senior secured
indebtedness.

Total liquidity as of Sept. 30, 2011 was $1.2 billion consisting
of approximately $858 million available under FIS' $1 billion
senior secured revolving credit facility, of which $112 million
expires in January 2012 with the remaining portion expiring July
2014, and approximately $387 million in cash. Free cash flow of
$700 million in the latest 12-month period also supports
liquidity.

Total debt as of Sept. 30, 2011 was $4.9 billion and consisted
principally of $175 million outstanding under FIS' aforementioned
revolving credit facility, $315 million outstanding under senior
secured term loan A maturing January 2012; $1.75 billion
outstanding under a senior secured term loan A maturing July 2014;
$1.5 billion outstanding under senior secured term loan B maturing
July 2016; $600 million in 7.625% senior unsecured notes due July
2017; and $500 million in 7.875% senior unsecured notes due July
2020.

FIS continues to be rated as follows:

  -- Issuer Default Rating at 'BB+';
  -- $1 billion secured revolving credit facility (RCF) at 'BB+';
  -- Senior secured term loan A at 'BB+';
  -- Senior secured term loan B at 'BB+';
  -- $600 million in 7.625% senior unsecured notes due July 2017
     at 'BB';
  -- $500 million in 7.875% senior unsecured notes due July 2020
     at 'BB'.


FPD LLC: Court Dismisses Chapter 11 Reorganization Case
-------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland dismissed the Chapter 11 cases of FPD, LLC, et al.

The Court also authorized:

   -- the Debtors to sell the remaining property and to convert
      the remaining property;

   -- the Debtors to deliver to the Committee Counsel the
      Unsecured Creditors' Fund;

   -- the Committee Counsel to distribute, the Unsecured
      Creditors' Fund, less the Administrative Fee, to those
      creditors, on a pro rata basis (provided that any
      distribution that would result in a distribution of less
      than $10 will not be made); and

   -- the Committee Counsel will file a report with the Court
      confirming the distributions were made pursuant to the
      order.

                         About FPD, LLC

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010.  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to $10
million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.

As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of
the U.S. Bankruptcy Court for the District of Maryland extended
FPD, LLC, et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until April 4, 2011,
and May 31, respectively.


FRIENDLY ICE CREAM: PBGC Aims to Bar Sun Capital From 'Note' Bid
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the Pension Benefit Guaranty
Corp. wants a judge to block the Sun Capital Partners Inc. unit
that's lined up to buy Friendly Ice Cream Corp.'s assets from
adding a secured note to its offer, insisting the note should be
characterized as equity and suggesting that fraud was at play by
the ice cream chain's private equity owner.

Lance Duroni at Bankruptcy Law360 reports that the PBGC on Monday
blasted Sun Capital Partners' plan to snag Friendly Ice Cream out
of bankruptcy, saying the private equity firm could not credit bid
for the restaurant chain while shirking $105 million in
obligations to Friendly's retirees.  Sun Capital's $267 million
subordinated note claim is flawed in several respects and no
portion of it should be allowed in the bid, the PBGC said in an
objection lodged in Delaware bankruptcy court.

As reported in the Troubled Company Reporter on Nov. 3, 2011, Dow
Jones' DBR Small Cap reports that unsecured creditors and the
government's insurer of private pensions are taking aim at a deal
that would keep the Friendly's restaurant chain in the hands of
current owner Sun Capital Partners Inc.


                     About Friendly Ice Cream

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

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

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Sundae Group Holdings proposes to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is the second company under Sun Capital's portfolio to
file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.


FRONTLINE LTD: Eyes Spin Off to Avoid Bankruptcy
------------------------------------------------
Frontline Ltd. is pleased to announce that the restructuring of
Frontline has been approved by the Board of the Company and will
in the next few days be put forward to our creditors and
counterparties for approval. The proposed solution has been made
possible through a massive commitment from our major shareholder;
Hemen Holding Ltd.  The major part of the restructuring consists
of the following elements:

A new company, Frontline 2012, will be established and registered
on the NOTC list in Oslo. Frontline 2012 will acquire five VLCC
newbuilding contracts, six modern VLCCs and four modern Suezmax
tankers from Frontline at fair market value. The value of these
vessels, including the value of one time charter agreement, is
based on independent appraisals, set at $1,121 million. In
addition, Frontline 2012 will assume a total of $666 million in
bank debt attached to the newbuilding contracts and vessels and a
further $325.5 million in remaining newbuilding commitments.
Further Frontline will be paid for working capital related to the
assets acquired. The transaction will be supported by a fairness
opinion.

Frontline 2012's ambition is to grow and become the consolidator
in the tanker market when timing is right.
Frontline has achieved preliminary agreements with its major
counterparts whereby the rates in the existing chartering
arrangements are reduced in the period 2012 to 2015. This includes
a rate reduction in the existing Ship Finance International
Limited ("Ship Finance") agreements of $6,500 per day for all
vessels.  Frontline will pay Ship Finance an up front compensation
of $106 million of which $50 million will be  prepayment of profit
split and $56 million will be a release of restricted cash
currently serving as security for charter payments. Frontline will
compensate the counterparties with 100 percent of any difference
between the renegotiated rates and the actual market rate up to
the original contract rates. Some of the counterparties will
receive some compensation for earnings achieved above original
contract rates.

Frontline 2012 plans to raise new equity in the amount of
$250 million, of which Frontline will subscribe for 10 percent.  A
commitment for the underwriting of the remaining equity issuance
has been received from Hemen.  This commitment is subject only to
final agreement with the banks and major counterparts.  The
purchase of the assets from Frontline is based on fair market
value supported by independent appraisals.  However the Board of
Frontline 2012 and the guarantor of the Frontline 2012 equity will
to the extent permissible by securities law, seek to give
preference to Frontline equity holders to subscribe to the new
capital in Frontline 2012. In view of the fact that the
transaction is based on current market values there will not be
given any tradable rights for subscription.

The equity raised through the issue will be used to finance the
acquisition of the vessels and newbuilding contracts from
Frontline, pay for working capital, prepay senior secured debt,
general corporate purposes and capitalize Frontline 2012 with
cash.

Hemen will give a special guarantee of $250.5 million to make sure
that all necessary debt and equity is in place to take delivery of
the full remaining newbuilding program. In addition, Hemen will
provide a guarantee of $30 million to satisfy minimum cash
requirements in Frontline 2012. Terms of these guarantee are still
to be finalized, however Hemen have agreed that any guarantee fee
should be paid in shares.

Hemen is giving total guarantees of $505.5 million in order to
restructure Frontline and establish Frontline 2012. These
guarantees are valid until December 31, 2011, and are given on the
basis that a successful restructuring can be agreed prior to
December 31, 2011 and Frontline thereby can avoid any breaches of
loan covenants as per year end.

If the proposed solution is approved Frontline should have
significant strength to honor its obligations and meet the
challenges created by a very weak tanker market. The Company's
sailing fleet, excluding the non recourse subsidiary ITCL, will be
reduced from 50 units to 40 units. The cash in the Company will be
increased with approximately $125 million. The newbuilding
commitments will be reduced from $437.9 million to $112.4 million.
The bank debt will be reduced from $679 million to $13 million.

The gross charter payment commitment will be reduced by
approximately $336 million in the period 2012-2015. When including
the earnings from charter out agreements, the estimated daily cash
break even rates for VLCCs and Suezmaxes in 2012 will be reduced
from $25,600 and $20,800 to $17,600 and $12,800, respectively. All
the numbers above exclude the non recourse subsidiary ITCL.
Frontline will, with the restructured cash break even rates and
the solid cash position, be amongst the best positioned tanker
companies to serve its obligations even if the market remains very
weak. Until a clearer sign of recovery can be seen in the tanker
market, Frontline will remain cautious and focus its resources on
the present activities.

Through the solution of the sale of a limited amount of the
Company's assets, Frontline will avoid a heavy dilutive new equity
offering and will thereby keep significant upside for the existing
Frontline equity holders if the market recovers in the years to
come.

The Chief Executive of Frontline Management AS, Jens Martin
Jensen, says in a comment: "In this very difficult situation we
are extremely pleased with the understanding and flexibility shown
by our leading banks and the major counterparts.  We feel that
significant upside will be kept for Frontline's existing equity
holders through the massive reduction in debt and newbuilding
obligations that the proposed solution will bring. With the
restructured cash break even rates Frontline will be extremely
well positioned to meet the challenges the current oversupply of
tankers has created and also benefit from a recovery in the tanker
market going forward.  We want to thank all the parties who have
contributed to this solution, which ultimately, if implemented,
will give significant extra value to our creditors, counterparties
and equity holders."

Questions should be directed to:

          Jens Martin Jensen
          Chief Executive Officer
          Frontline Management AS
          +47 23 11 40 99

          Inger M. Klemp
          Chief Financial Officer
          Frontline Management AS
          +47 23 11 40 76

                        About Frontline Ltd.

Frontline Ltd. is a Hamilton, Bermuda-based operator of very large
crude carriers.

Frontline said in November 2011 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.  The 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 US$44.7 million net loss in the third
quarter, compared with a US$35.2 million net loss in the prior
period.  During the first three quarters, the net loss is US$64.5
million.


GENERAL MARITIME: Committee Challenges Bid to Retain Moelis
-----------------------------------------------------------
BankruptcyData.com reports that General Maritime's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion to retain Moelis and
Company as financial advisor and investment banker stating, "The
terms of the proposed retention of Moelis & Company are not
reasonable because they provide for a $5.5 million Transaction Fee
regardless of whether Moelis provides any actual benefit to the
bankruptcy estate."

                       About General Maritime

New York-based General Maritime Corporation, through its
Subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

General Maritime disclosed $1,718,598,000 in assets and
$1,412,900,000 in liabilities as of Sept. 30, 2011.  General
Maritime's publicly held securities include 121.5 million common
shares and $300 million in unsecured 12% notes due 2017.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

An ad hoc group of holders of more than $185 million of the $300
million of 12% Senior Notes due 2017 issued by General Maritime
Corporation is represented by Paul D. Leake, Esq., and Pedro A.
Jimenez, Esq., at Jones Day.


GENERAL MOTORS: Won't Support New Saab Auto Ownership Deal
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the former owner
of troubled Swedish Saab Automobile AB, General Motors Co., said
Tuesday it doesn't support a new proposal from Saab on the sale of
the Swedish brand to two Chinese investors, presented to the
company.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

                       About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.

Saab's former owner General Motors said in November 2011 it would
block the transfer of technology licenses to the two Chinese firms
if they buy all of Saab, putting what is considered the Swedish
carmaker's last chance of survival in jeopardy.

In December 2011, Swedish Automobile NV, the owner of Saab
Automobile, said it's in talks to sell a stake to an unidentified
Chinese Bank to keep the carmaker in business.  The talks also
involve China's Zhejiang Youngman Lotus Automobile Co. to enable
Saab to pay November wages and continue its reorganization.

The statement followed a Reuters report that said Saab's owner
agreed that Bank of China Ltd. (3988) would join as part-owner of
the carmakers.


GENTA INC: Proposed Reverse Stock Split Deficient, Says FINRA
-------------------------------------------------------------
On Sept. 2, 2011, Genta Incorporated, entered into a securities
purchase agreement with certain accredited investors, pursuant to
which it agreed to issue up to $12.7 million of units, each 2011
Unit consisting of:

   (i) 12.00% senior secured convertible promissory notes due
       Sept. 9, 2021, convertible into shares of the Company's
       Common Stock, par value $0.001 per share, at an initial
       conversion rate of 671,040 shares of Common Stock for every
       $1,000 of principal and accrued interest due under the
       notes;

  (ii) 12.00% senior secured cash collateralized convertible
       promissory notes due Sept. 9, 2021, convertible into shares
       of Common Stock, at a rate of 671,040 shares of Common
       Stock for every $1,000 of principal and accrued interest
       due under the notes;

(iii) senior secured convertible promissory note warrants to
       purchase an amount of G Notes equal to the G Notes
       purchased at the closing, at an exercise price of $1,000
       per warrant, which purchase price may be paid through a
       cashless "net exercise" feature; and

  (iv) senior secured cash collateralized convertible promissory
       note warrants to purchase an amount of G Notes equal to the
       H Notes purchased at closing, at an exercise price of
       $1,000 per warrant, which purchase price may also be paid
       through a cashless "net exercise" feature.

The issuance of the September 2011 Notes and September 2011 Debt
Warrants in exchange for $12.7 million is referred to as the
"September 2011 Financing."

On Nov. 16, 21, and 28, 2011, and Dec. 4, 2011, the Company
entered into amendment agreements with certain investors in the
September 2011 Financing to amend the terms of the G Notes to
revise the timing of certain adjustment dates therein and to
extend the deadline set forth in the September 2011 Purchase
Agreement for the Company to effect a reverse stock split.  As a
result of the amendment agreement dated Dec. 4, 2011, the reverse
split must be implemented by Dec. 15, 2011, and the second
adjustment date for the conversion price under the G Notes has
been moved to Dec. 15, 2011.

On Dec. 2, 2011, the Company received a letter from the Financial
Industry Regulatory Authority notifying the Company of FINRA's
determination that the Company's request for approval of a
proposed reverse stock split was deficient and therefore would not
be processed.  The Company currently intends to appeal such
determination.  There can be no assurance that the Company will be
successful in any such appeal and, if the Company is unable to
appeal the decision or secure a permanent waiver of the covenant
requiring a reverse stock split in Section 1.3(b) of the September
2011 Purchase Agreement, the failure to implement a reverse stock
split as required would constitute an event of default under the
Company's existing indebtedness.

Additionally, on Oct. 21, 2011, the Company issued a press release
announcing that it had held a Special Meeting of Stockholders.  At
the Special Meeting, the Company's stockholders approved a
proposal that authorized the Company's Board of Directors, in its
discretion, to effect up to two reverse stock splits of the
Company's outstanding Common Stock, at exchange ratios up to 1
for-500 until Dec. 31, 2012.  The Company intends to rely upon
such approval to implement one or more reverse stock splits by
Dec. 31, 2012.

A complete copy of each of the Seventh Amendment Agreement, Eighth
Amendment Agreement, Ninth Amendment Agreement, and Tenth
Amendment Agreement are available for free at:

                        http://is.gd/tu4zBz
                        http://is.gd/xhq9rN
                        http://is.gd/zbulkk
                        http://is.gd/YA6kJv

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern
following the 2010 financial results.  The independent auditors
noted that of the Company's recurring losses from operations,
negative cash flows from operations and current maturities of
convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

The Company also reported a net loss of $37.36 million on $170,000
of net product sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $133.43 million on $192,000 of net
product sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$16.82 million in total assets, $32.13 million in total
liabilities and a $15.30 million total stockholders' deficit.

                        Bankruptcy Warning

In September 2011, the Company issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GETTY PETROLEUM: In Chapter 11 to Stop Master Lease Termination
---------------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that Getty Petroleum Marketing Inc., which supplies petroleum
products and subleases 825 gasoline stations to operators, filed
for Chapter 11 protection to prevent the stations' owner, Getty
Properties Corp., from terminating the master lease.

According to the report, Getty Petroleum's owner, Cambridge
Petroleum Holding Inc., purchased the business in February 2011
from Lukoil Americas Corp.  According to a court filing, 796 of
the locations are leased from Getty Properties.  Monthly rent to
Getty Properties is $4.9 million.

Court filings explain that Getty Petroleum discovered
environmental contamination at leased gas stations after the
February acquisition.  Getty Petroleum contends that Getty
Properties is required under the lease to remediate contamination.

When Getty Properties didn't, Getty Petroleum said it exercised a
right in the lease to withhold rent in October and November.
Getty Petroleum started a lawsuit and gave notice it would
terminate the master lease on Dec. 12.  Getty Properties also
obtained a temporary restraining order requiring filling station
operators to pay rent directly to Getty Properties.

Bionol Clearfield LLC, itself now in a Chapter 7 liquidation, was
the ethanol supplier.  Getty Petroleum lost an arbitration where
it was claiming the pricing formula was incorrect.  The
arbitrators awarded Bionol $230 million.  Getty Petroleum says the
award was "in manifest disregard of the law."

Getty Petroleum, based in East Meadow, New York, says it has fraud
claims against Lukoil for transferring assets out of the company
before the sale earlier this year.  Without performing an
environmental cleanup, Getty Petroleum says it can't fund
improvements at the filling stations and can't attract financing.
A court filing says the estimated cost of environmental
remediation is $75 million.

Getty Petroleum Marketing Inc., along with affiliates, filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-15606) on
Dec. 5, 2011.  John H. Bae, Esq., at Greenberg Traurig, LLP, in
New York, serves as counsel.  Court filings say Getty Petroleum's
assets are $82.2 million, against debt totaling $133.5 million.


GMX RESOURCES: Launches Distressed Exchange for 11.375% Notes
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GMX Resources Inc. is making an exchange offer to
holders of $200 million in 11.375% senior notes due 2019.  GMX
will swap as much as half of the existing notes for a new 11%,
$750 secured note due 2017.  Or, each existing note can be swapped
for $971.4 in new secured notes, so long as the noteholder agrees
to purchase $600 in new secured notes.

Standard & Poor said the offer amounts to a distressed exchange.
The existing notes were bid Dec. 1 at 89.25 cents on the dollar.

                        About GMX Resources

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

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

The Company also reported a net loss of $129.53 million on $90.62
million of oil and gas sales for the nine months ended Sept. 30,
2011, compared with net income of $8.58 million on $69.34 million
of oil and gas sales for the same period a year ago.

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

                           *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.


GRD HOLDING: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Delaware-based GRD Holding III Corp., the
indirect parent of U.S. home decor retailer Garden Ridge Corp.
(Garden Ridge). The outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating to GRD
Holding III's senior secured first-lien credit facility, which
consists of a $250 million six-year term loan B. The recovery
rating is '2', indicating our expectation of substantial (70% to
90%) recovery for lenders in the event of a payment default.
Garden Ridge will guarantee the debt," S&P said.

"An affiliate of private-equity firm AEA Investors L.P. used the
proceeds from the term loan, along with proceeds from an $85
million subordinated mezzanine note issue (unrated) and a $394
million equity contribution, to fund the purchase of 60% ownership
interest in Garden Ridge that was held by an affiliate of private-
equity sponsor Three Cities Research (TCR) and management. With
the closure of the transaction, an affiliate of TCR and management
retain significant ownership interest in Garden Ridge," S&P said.

"The ratings on GRD Holding III and operating subsidiary and
guarantor, Garden Ridge, reflect our expectation of stable
performance trends and credit measures over the medium term," said
Standard & Poor's credit analyst Jayne Ross. "In our view, the
company's financial risk profile is 'highly leveraged,' with thin
cash flow protection measures, adequate liquidity, and a very
aggressive financial policy as a result of the leveraged buyout
(LBO) by an affiliate of AEA. The company's 'weak' business
profile incorporates our assessment of its narrow position and
small scale in the highly competitive and mature home goods
industry, along with CEO key man risk."

"The outlook is stable, reflecting our assessment that the
company's competitive profile, operating performance, and credit
measures will remain in line with the rating for the medium term.
We expect moderate revenue growth beginning next year as the
company adds new stores. However, same-store sales will probably
remain slightly negative through Jan. 30, 2012, due to elimination
of some year-end holiday promotions, but then stabilize in the 0%
to 1% range thereafter. We expect gross margins to remain flat,"
S&P said.

"We could take a negative rating action if operating performance
or credit protection measures deteriorate, with leverage
increasing to 6.5x or above or if interest coverage falls below
1.5x. This could be precipitated by poor execution of the
company's operating strategy, a greater-than-anticipated margin or
same-store sales decline, or increased competitive pressures.
Under this scenario, EBITDA would decline by approximately 20%
from second-quarter ended July 29, 2011, rolling-12-month levels.
We could also take a negative rating action if the cushion under
financial covenants declines to below 15%," S&P said.

"While unlikely over the near term, we could consider a positive
rating action if operating performance (including sustained
positive same-store sales) and financial metrics improved,
resulting in debt leverage below 4.0x and interest coverage above
3.5x," S&P said.


GUIDED THERAPEUTICS: George Landegger Owns 13.1% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, George F. Landegger and his affiliates
disclosed that, as of Nov. 22, 2011, they beneficially own
6,768,497 shares of common stock Guided Therapeutics, Inc.,
representing 13.1% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/QmATFU

                      About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.

The Company also reported a net loss of $3.88 million on $2.70
million of service revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $2.56 million on $2.30 million
of service revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.84 million in total assets, $5 million in total liabilities,
and a $2.16 million total stockholders' deficit.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


HALO WIRELESS: Bankruptcy Court Won't Hear Bellsouth Claims
-----------------------------------------------------------
Bankruptcy Judge David R. Duncan remanded the case, Bellsouth
Telecommunications, LLC d/b/a AT&T Southeast d/b/a AT&T South
Carolina, v. Halo Wireless, Inc., C/A No. 11-80162-dd (Bankr. D.
S.C.), to the South Carolina Public Service Commission, where it
may proceed to a conclusion, at the behest of the Plaintiff.  In
July 2011, Bellsouth filed state commission proceedings against
Halo in South Carolina and various other states, alleging
violations of the parties' Interconnection Agreements.  Bellsouth
claims primarily that Halo disguised calls delivered by Bellsouth
to avoid paying Bellsouth for those calls.

After Halo filed for bankruptcy, it attempted to remove the
various state commission proceedings, including the proceeding
pending in South Carolina, to federal courts in several different
states.  Judge Rhoades, the bankruptcy judge presiding over the
Defendant's chapter 11 case, found that the automatic stay did not
apply to the state commission proceedings and ordered that such
proceedings continue to a conclusion.  On Nov. 3, 2011, Judge
Campbell, United States District Court Judge for the Middle
District of Tennessee, granted a Motion to Remand filed by
Plaintiff in the Tennessee action, remanding the proceeding back
to the Tennessee Regulatory Authority.

Bellsouth argues that the proceeding should be remanded to the
South Carolina PSC because the Bankruptcy Court lacks jurisdiction
over the proceeding.  Bellsouth first argues that removal is
substantively improper because the proceeding is an administrative
proceeding and not a "civil action".  It also argues that the
South Carolina PSC has exclusive jurisdiction to decide ICA
disputes; only after the state commission makes a decision,
Bellsouth said, does the federal court have jurisdiction to review
the PSC's decision.

Judge Duncan agrees with Bellsouth in a Nov. 30, 2011 Order is
available at http://is.gd/XWGWYVfrom Leagle.com.

Halo Wireless, Inc., in Dallas, Texas, filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case No. 11-42464) on Aug. 8, 2011.
E. P. Keiffer, Esq. -- pkeiffer@wgblawfirm.com -- at Wright
Ginsberg Brusilow PC, serves as the Debtor's counsel.  In its
petition, Halo estimated $1 million to $10 million in both assets
and debts.  The petition was signed by Russel Wiseman, president.


HEALTHWAREHOUSE.COM INC: Posts $1.3-Mil. Third Quarter Net Loss
---------------------------------------------------------------
HealthWarehouse.com, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.3 million on $2.8 million of
sales for the three months ended Sept. 30, 2011, compared with a
net loss of $955,869 on $1.2 million of sales for the same period
in 2010.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $3.5 million on $7.6 million of sales, compared with
a net loss of $1.9 million on $4.2 million of sales for the
corresponding period last year.

The Company's balance sheet at Sept. 30, 2011, showed $3.4 million
in total assets, $4.7 million in total liabilities, and a
stockholders' deficit of $1.3 million.

"Since inception, the Company has financed its operations
primarily through product sales to customers and debt and equity
financing agreements," the Company said in the filing.

"As of Sept. 30, 2011, the Company had $213,143 in cash and a
working capital deficiency of $273,950 which represent decreases
of $1,184,440 and $1,332,934 from Dec. 31, 2010, respectively.
During the nine months ended Sept. 30, 2011, the Company generated
revenue of $7,587,513 and a net loss of $3,508,231.  For the nine
months ended Sept. 30, 2011, cash flows included net cash used in
operating activities of $2,166,516, net cash used in investing
activities of $910,450 and net cash provided by financing
activities of $1,892,526.?

"These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

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

                       http://is.gd/HF7grO

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a licensed U.S. pharmacy and healthcare e-commerce company that
sells discounted brand name and generic prescription drugs and
over-the-counter (OTC) medical products.

HOLDINGS OF EVANS: Can Hire Todd Boudreaux as Attorney
------------------------------------------------------
The Honorable Susan D. Barrett approved the application of
Holdings of Evans LLC to employ Todd Boudreaux of Shepard,
Plunkett, Hamilton & Boudreaux, LLP as its attorney.

As previously reported, the Debtor deposited a $50,000 retainer
with Mr. Boudreaux prepetition.

The firm's Mr. Boudreaux, Daniel Hamilton, John P. Manton III and
Jenna B. Matson will provide services to the Debtor.  Each
attorney bills $275 per hour.  The firm's paralegals -- Kristie
Leahey and Carla Woodward -- will render service at $95 an hour.

                      About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No.
11-11756) on Sept. 2, 2011.  Judge Samuel L. Kay presides over the
case.  Shepard Plunkett Hamilton Boudreaux LLC serves as the
Debtor's Chapter 11 counsel.  The Debtor disclosed $11,115,538 in
assets and $6,784,463 in liabilities as of the Chapter 11 filing.
The petition was signed by GB Sharma, managing member.


HOSPITAL DAMAS: Case Reassigned to Honorable E. A. Godoy
--------------------------------------------------------
The Chapter 11 case of Hospital Damas Inc. has been reassigned to
the Honorable Edward A. Godoy.

In another filing, Myrna L. Ruiz-Olmo, Esq., notified the U.S.
Bankruptcy Court for the District of Puerto Rico of her withdrawal
as counsel of record to Hospital Damas Inc.

Charles A. Cuprill-Hernandez, Esq., at Charles A. Cuprill, P.S.C.,
Law Offices, in San Juan, Puerto Rico, will continue representing
the Debtor.  The Firm serves as the Debtor's bankruptcy counsel.

Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on
Sept. 24, 2010.  According to its schedules, the Debtor disclosed
US$24,017,166 in total assets and US$21,267,263 in total
liabilities.


HUDSON TREE: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Hudson Tree Farm, Inc.
        fka Hudson & Williams Investments, Inc.
        dba Kennedy Arbor
        1517 CR 1430
        Bonham, TX 75418

Bankruptcy Case No.: 11-43633

Chapter 11 Petition Date: December 5, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Bill F. Payne, Esq.
                  THE MOORE LAW FIRM, LLP
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: (903) 784-4393 ext. 40
                  E-mail: lgarner@moorefirm.com

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

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

The petition was signed by Mark Hudson, president.

Debtor's List of six Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Mark & Deana Hudson                              $50,000
1537 CR 1430
Bonham, TX 75418

Jeffrey Williams                                 $41,978
406 Mockingbird
Bonham, TX 75418

Cedar Valley Liners                              $18,782
19626 State Hwy 1e
Ada, OK 74820

Chase                                            $6,071

Jeffrey William                                  $4,000

Tytan International, LLC                         $1,506


INSIGNIA VESSEL: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service revised Insignia Vessel Acquisition,
LLC's rating outlook to negative from stable. Insignia's B3
Corporate Family and Probability of Default ratings were affirmed
along with the company's Ba3 senior secured first lien bank loan
ratings and Caa1 senior secured second lien term loan rating.

Insignia, Regatta Acquisition, LLC and Nautica Acquisition, LLC
are the joint and several borrowers under the first and second
lien facilities that each own one cruise vessel. All three
entities are wholly owned subsidiaries of Oceania Cruises, Inc.

Ratings affirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3

Senior secured first lien revolver at Ba3 (LGD 2, 22%)

Senior secured first lien term loan at Ba3 (LGD 2, 22%)

Senior secured second lien term loan at Caa1 (LGD 4, 59%)

RATINGS RATIONALE

The change in Insignia's rating outlook to negative from stable
reflects the unfavorable impact on the company's cruise pricing
and earnings caused by turmoil in the Middle East and resulting
soft demand in the eastern Mediterranean. This, combined with the
upcoming delivery of a new ship and Moody's concern that anemic
macro-economic conditions could dampen the pace of growth in
cruise pricing, and so make it difficult for the company to
improve its credit metrics, which is a key assumption supporting
the B3 Corporate Family Rating.

By year-end 2011, Moody's expects Oceania's debt to EBITDA -- pro-
forma for the new ship (Marina) delivered in the first quarter of
2011 and attributing 50% of the accreted value of the original
$500 million 5% subordinated PIK debt due through 2020 at the
ultimate parent level to Oceania's capital structure --- to reach
approximately 11.5 times; 8.0 times excluding the PIK sub debt.

The negative outlook also reflects Moody's concern that Oceania
could lose access to its $35 million revolving credit facility if
it is not able to comply with its net first lien leverage
covenant, which is tested only at the end of each quarter if there
are revolver loans or letters of credit under the revolver
outstanding at the end of each quarter. Although Moody's believes
Oceania's current cash balance plus cash flow will be sufficient
to cover interest, maintenance capital spending, and mandatory
amortization, the absence of external liquidity for a company of
Oceania's small scale increases its risk profile.

The B3 Corporate Family Rating continues to reflect Moody's
opinion that despite Insignia's small scale relative to other
cruise operators, the company should continue to benefit from its
profitable market niche and favorable long-term demand trends for
the cruise industry in general.

Ratings could be downgraded if Moody's believes Insignia will not
be able to improve its debt-to-EBITDA (adjusted to include the
accreted value of the PIK debt and Moody's pro forma earnings
contribution estimate for the company's upcoming ship delivery )
to around 9.5 times (7.25 times excluding the PIK subordinated
debt) by the end of 2012. The rating outlook could revert to
stable if the cruise pricing environment rises and Moody's
believes Oceania will be able to absorb its new capacity increase
and achieve a high enough return to improve the company's leverage
and coverage.

Independent of any change in Insignia's Corporate Family Rating,
the company's first lien revolver, first lien term loan and second
lien term loan could be lowered if the expected increase in
secured debt resulting from a new ship delivery (currently
scheduled for April 2012) is not accompanied by additional credit
support.

If this were to occur, the increase in secured debt relative to
the amount of junior debt within the corporate structure would
reduce loss absorption to the first lien debt instruments in an
event of default. The application of Moody's LGD Methodology in
this instance, and absent any material changes in Insignia's
overall credit profile, would likely result in a two-notch
downgrade of the first lien debt, and a one notch downgrade in the
second lien debt.

Insignia Vessel Acquisition, LLC is one of four operating
subsidiaries constituting Oceania Cruises, Inc. (Oceania or the
company) a small four-ship passenger cruise company. Oceania
targets the upper premium segment of the cruise industry with
destination-oriented cruises that maximize on-shore activities.
Oceania was formed in 2002 and began operating in 2003. Affiliates
of Apollo Management L.P. (the Sponsors) own a large ownership
interest in Oceania's ultimate parent, Prestige Cruise Holdings,
Inc. (PCH). PCH also owns and operates Seven Seas Cruises S. DE
R.L. (formerly known as Classic Cruise Holdings S. DE R.L.) d/b/a
Regent Seven Seas Cruises (rated B2). As a private company,
Oceania is not required to release detailed financial information
to the public.

The principal methodology used in rating Insignia Vessel
Acquisition, LLC's was the Global Lodging & Cruise Industry Rating
Methodology 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.


IOWA HOTEL: U.S. Bank Loses Bid for SARE Declaration
----------------------------------------------------
Chief Bankruptcy Judge Thad J. Collins denied a request by U.S.
Bank National Association to designate the Chapter 11 proceedings
of Iowa Hotel Investors LLC and Iowa Hotel Investors II LLC as
Single Asset Real Estate cases.

The Bank moved for an Order designating both Debtors' bankruptcy
cases as single asset real estate cases to make applicable the
expedited time and payment requirements of 11 U.S.C. Sec.
362(d)(3).  The Debtors resist and argue the multi-faceted nature
of their hotel operations prevent them from being classified as
"single asset real estate" cases under the definition in Sec.
101(51B).  The Court agrees with Debtors and declines to designate
these as single asset real estate cases.

A copy of Judge Collins' Dec. 2, 2011 Order is available at
http://is.gd/0dQ8kKfrom Leagle.com.

Iowa Hotel Investors LLC and Iowa Hotel Investors II LLC own and
operate Country Inn and Suites hotels in Cedar Falls, Iowa and
Waterloo, Iowa.  They filed voluntary Chapter 11 petitions (Bankr.
N.D. Iowa Case Nos. 11-01836 and 11-01837) on Aug. 5, 2011.
Joseph A. Peiffer, Esq., and Ronald C. Martin, Esq. --
joep@drpjlaw.com and ronm@drpjlaw.com -- at Day Rettig Peiffer,
P.C. serve as bankruptcy counsel.  Each of the Debtors estimated
$1 million to $10 million in both assets and debts.


ITC LAS VEGAS: Bank of Nevada Can Foreclose Las Vegas Property
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada granted Bank
of Nevada's request for relief of automatic stay in ITC Las Vegas,
LLC's property located at 5975 Topaz Street, Las Vegas, Nevada.

Bank of Nevada has asked the Court to dismiss the Chapter 11 case
of the Debtor, or in the alternative grant immediate relief from
the automatic stay for bad faith filing.

The Court found that the Debtor's repeat bankruptcy filing and the
lack of any evidence on the record that it has the ability to
reorganize warrants the relief requested.  Bank of Nevada asserted
that it is not adequately protected and the Debtor has not made
any monthly payments to Bank of Nevada since Jan. 1, 2010.

The Bank is authorized to proceed with any and all of its state
law rights and remedies as against the property.

The Debtor, in its response to Bank of Nevada's motion, asked the
Court to deny the Bank's motion stating that it must be given the
opportunity  to propose a plan of reorganization and pursue more
profitable alternatives that will allow for servicing of the debt
or immediate secured and unsecured debt payoff through the sale of
the tennis facility as an operating concern, rather than
substantially lesser velued foreclosure fire sale value.

Bank of Nevada is represented by:

         Robert R. Kinas, Esq.
         Nishat Baig, Esq.
         Blakeley E. Griffith, Esq.
         SNELL & WILMER L.L.P.
         3883 Howard Hughes Parkway, Suite 1100
         Las Vegas, NV 89169
         Tel: (702) 784-5200
         Fax: (702) 784-5252
         E-mail: rkinas@swlaw.com
                  nbaig@swlaw.com
                  bgriffith@swlaw.com

                      About ITC Las Vegas, LLC

Las Vegas, Nevada-based ITC Las Vegas, LLC, filed for Chapter 11
protection (Bankr. D. Nev. Case No. 11-27150) on Oct. 31, 2011.
Bruce A. Markell presides over the case.  Ryan D. Stibor, Esq., at
Stibor Group, LLC represents the Debtor in its restructuring
efforts.  The Debtor estimated assets at $10 million to
$50 million and debts at $1 million to $10 million.  The petition
was signed by James J. Ahearn, operating manager.


J CREW GROUP: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New York
City-based J. Crew Inc. to negative from stable. "At the same
time, we affirmed all of our ratings on the company, including our
'B' corporate credit rating," S&P said.

"The outlook revision reflects our view that that performance over
the near term is likely to be below our forecast, and that
leverage is likely to remain slightly below 7x," said Standard &
Poor's credit analyst Allyn Arden.

"The speculative-grade rating on J. Crew reflects the substantial
amount of debt added to the company in the TPG and Leonard Green
LBO completed earlier this year. Standard & Poor's expects credit
protection measures to remain thin despite J. Crew's efforts to
correct merchandising missteps this year. These missteps are an
example of fashion risk in the intensely competitive sector," S&P
said.

"The negative outlook reflects our view that, while operations are
expected to stabilize over the near term, they will do so at lower
levels than previously forecasted. While we expect revenues to
grow in the mid-single digits, we believe that the company will
realize little to no margin improvement over the near term because
of weak economic conditions and increased competitive pressures.
Therefore, we anticipate leverage will remain in the upper-6x
area," S&P said.

"We could lower the rating if competitive pressures increase or
merchandise missteps erode operating margins further by over 75
basis points (bps). This would result in leverage modestly above
7x and coverage below 2x. We could revise the outlook to stable if
improved merchandising and good cost controls benefited margins,
reducing leverage below 6.5x. At that time, same-store sales would
be in the low-single digits and margins would have increased by
about 20 bps," S&P said.


JBS S.A.: Moody's Changes Outlook on 'B1' CFR to Stable
-------------------------------------------------------
Moody's Investors Service has affirmed the long-term ratings of
JBS S.A., including its B1 Corporate Family Rating and revised the
rating outlook to stable from positive. The outlook change
reflects Moody's expectation that JBS's credit profile is not
likely to improve sufficiently to warrant an upgrade in the near
term.

These rating outlooks have been changed to stable:

- Corporate Family Rating: B1 (global scale)

Issuer: JBS Finance Ltd

- US$300 million senior unsecured notes due 2016, guaranteed by
  JBS SA, JBS Hungary Holdings KFT, Swift Beef Company, JBS USA
  Holdings Inc, and JBS USA LLC: B1 (foreign currency)

Issuer: JBS USA, LLC

- US$650 million senior unsecured notes due 2021, guaranteed by
  JBS SA: B1 (foreign currency)

- US$700 million senior unsecured notes due 2014 guaranteed by JBS
  SA: B1 (foreign currency)

- US$475 million senior term-loan B due 2018: Ba3 (foreign
  currency)

Issuer: JBS Finance II Ltd

- US$900 million senior unsecured notes due 2018 guaranteed by JBS
  SA and JBS Hungary Holdings KFT: B1 (foreign currency)

Issuer: JBS SA

- US$350 million senior unsecured notes due 2016, guaranteed by
  JBS Hungary Holdings KFT: B1 (foreign currency)

Issuer: Fabrica de Produtos Aliment¡cios Vigor SA

- US$100million senior unsecured notes due 2017: B1 (foreign
  currency)

RATINGS RATIONALE

"The stabilization of the rating reflects the fact that even
considering a recovery in JBS's operating performance in the 3Q11,
the improvement in some of the credit metrics over that period was
not enough to justify for an upgrade", says Moody's local market
analyst Marianna Waltz. The former positive outlook was based on
the expectation of developments such as consistent deleveraging
and sustained cash flow generation, that didn't take place over
the last year.

"We take into consideration that the protein industry is
inherently volatile and don't base Moody's rating actions on the
cycle's ups and downs, focusing on a longer term trend.
Nevertheless, the difficult environment observed in 2011, combined
with the significant investments made in acquisitions ending in
2009, prevented the company from improving its financial profile,
which is therefore still more consistent with the B1 rating
category", explains Waltz.

The B1 rating is supported by JBS's large scale and
diversification in terms of protein products, raw material
sourcing and sales, especially after the merger with Bertin in
Brazil and the acquisition of US leader in the poultry segment,
Pilgrim's Pride, both in 2009. The company reported revenues of
BRL 59.5 billion (US$33 billion) in the LTM ended in September
2011 and has operations in the beef, pork, poultry, leather and
dairy segments, with production platforms in six continents.

On the other hand, the many sizeable acquisitions have put
pressure on its financial performance, especially with regard to
leverage ratios and positive free cash flow generation, compared
to companies at the same rating level and industry sector.

The company should benefit in 2012 from cattle herd expansion in
Brazil, which, combined with stable Brazilian domestic
consumption, should lead to sustainable double digit EBITDA
margins for the segment. The operating environment in the US will
be more difficult, however, since ongoing herd contraction
indicates higher cattle prices for the next few years, all of
which producers may not be able to pass through to its customers.
The company's US chicken business, operated through its majority
ownership of Pilgrim's Pride (B2 negative), is currently under
stress due to domestic oversupply and high feed costs. With this
regard, despite recent market data that shows a decrease in
hatching eggs and suggests a more balanced supply for poultry over
the next months in the USA, there are still uncertainties
regarding the timing and extension of a potential recovery.

The company's liquidity profile is adequate, supported by its BRL
5.6 billion in cash as of September 2011. Leverage as measured by
Net Debt/EBITDA reached 4.0x in September 2011 as compared to 3.4x
in the previous quarter (ratios according Moody's standard
adjustments). Debt ratios were negatively impacted by the recent
FX volatility, since more than 70% of the company's debt is USD-
denominated.

An upgrade to the ratings could occur if JBS reports stronger and
less volatile consolidated cash flow, both before and after
working capital changes. Quantitatively, an upgrade would require
JBS to report positive free cash flow, while maintaining RCF to
Net Debt above 12% and Net Debt to EBITDA below 3.5x on a
sustained basis.

A downgrade to the rating could be caused by a weaker liquidity
profile or a large debt financed acquisition. Quantitatively, a
downgrade could occur if LTM Net Debt to EBITDA is sustained above
4.5x, EBITA/Interest below 1.2x or RCF to Net Debt below 10%. All
credit metrics are adjusted according to Moody's standard
adjustments and definitions.

The principal methodology used in rating JBS was the Global Food -
Protein and Agriculture Industry Methodology published in
September 2009. Please see the Credit Policy page on
www.moodys.com for a copy of this methodology.

The Local Market analyst for this rating is Marianna Waltz, +55
(11) 3043-7309.


JER JAMESON: Colony Capital Wants Ch. 11 Case Dismissed
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Colony Capital LLC
urged a Delaware bankruptcy judge on Tuesday to dismiss the
Chapter 11 case of a Jameson Inns unit that owes the private
equity firm $40 million, alleging the filing was a ploy made in
bad faith to avoid foreclosure.

                         About Jameson Inns

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put $330
million of debt on the chain to finance the buyout.  At the top of
the list is a $175 million mortgage loan with Wells Fargo Bank NA
serving as special servicer.  There are four tranches of mezzanine
loans, each for $40 million.  The collateral for each of the Mezz
Loans is the equity interest in the entity or entities immediately
below the borrower of each Mezz Loan.  All of the mezzanine loans
matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to
both Debtors.  Epiq Bankruptcy Solutions, LLC, serves as its
noticing, claims and balloting agent, and Houlihan Lokey
Howard & Zukin Capital Inc. serves as its investment banker.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  The petitions
were signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.


JEWISH COMMUNITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Jewish Community Center Of
        aka Of Greater Monmouth, Count
        aka A Not-For-Profit Corporation
        100 Grant Ave
        Deal Park, NJ 07723-1519

Bankruptcy Case No.: 11-44738

Chapter 11 Petition Date: December 5, 2011

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

Judge: Michael B. Kaplan

Debtor's Counsel: Timothy P. Neumann, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  E-mail: tneumann@bnfsbankruptcy.com

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

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

The petition was signed by Stephen Levy, president.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


KOREA TECHNOLOGY: Hires DBH Consulting as Accountant
----------------------------------------------------
Korea Technology Industry America, Inc., Uintah Basin Resources,
LLC, and Crown Asphalt Ridge, L.L.C., seek to employ DBH
Consulting, LLC as their accountant, effective Aug. 22, 2011.

As accountant, DBH Consulting will:

     * assist the Debtors in the preparation and filing with the
       Court schedules, statements, and financial reports;

     * assist the Debtors in the review of assets and liabilities
       of the Debtors;

     * assist in the preparation of, or prepare for the Debtors,
       necessary tax returns; and

     * provide any other accounting services as may be required
       by the Debtors from time to time.

DBH Consulting will be paid its normal hourly rates in effect at
the time its services are rendered and reimbursed for non-
overhead, identifiable expenses incurred in connection with the
Debtors' cases.

The current hourly rates are:

          David B. Hardman                               $200
          Other accountants and paraprofessionals    $60 - $200

The Debtors disclose that they paid DBH Consulting $7,000 for
professional fees and expense reimbursement in the year before
Aug. 22, 2011.  The Debtors have agreed to deposit an additional
retainer of $25,000 after the closing of debtor-in-possession
financing or obtaining another funding source.

The Debtors believe that DBH Consulting does not hold or represent
an interest adverse to their estates.

                      About Korea Technology

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

Richard A. Wieland, the United States Trustee for Region 19, has
appointed three members to the Official Committee of Unsecured
Creditors.


L.A. DODGERS: Owner Agrees to Pay $130MM in Divorce Settlement
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that in October,
Dodgers owner Frank McCourt agreed to pay $130 million to his ex-
wife, Jamie, to settle a nasty and well-publicized divorce.

                     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.


L.A. DODGERS: Judge Asked to Protect Selig From Fox Sports
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that major League
Baseball wants to be left out of the game as the Los Angeles
Dodgers prepare to take the field against Fox Sports in bankruptcy
court.

                     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.


LBI MEDIA: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg.
-------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Burbank, Calif.-based LBI Media Inc. to negative from stable. "We
affirmed all ratings on the company, including the 'B-' corporate
credit rating," S&P said.

"The outlook revision to negative reflects our expectation that
the company will continue to deplete cash balances as it generates
negative discretionary cash flow over the remainder of 2011 and
potentially into 2012, and that EBITDA coverage of total interest
expense will remain well below 1x over the intermediate term. This
is on account of higher interest expense and the continued ramp-up
in the Estrella TV network, along with soft performance at the
radio segment," S&P said.

"Cash interest payments over the next two quarters total roughly
$19.8 million, while under our base case scenario, we estimate
cumulative EBITDA over the next two quarters in the $13 million to
$14 million range. As a result, we believe that the company will
have to begin drawing on its $50 million revolving credit facility
to meet seasonal cash interest payments, potentially as early as
the first quarter of 2012. We view draw downs on the revolving
credit facility as indicative of increased financial risk,
especially in light of the company's $41.8 million of senior
discount notes that become due in October 2013," S&P said.

"We view LBI's business risk profile as 'weak' (as our criteria
define the term), given its cash flow concentration in a small
number of large U.S. Hispanic markets, intense competition for
audiences and advertisers from much larger rivals like Univision
Communications Inc., and risks surrounding network start-ups where
revenue tends to lag behind audience share for a number of years.
The company's high debt to EBITDA, negative discretionary cash
flow, and financial risk associated with launching Estrella TV
while pursuing debt-financed acquisitions, underpin our assessment
of LBI's financial risk profile as 'highly leveraged,'" S&P said.

"LBI owns 21 radio stations and nine TV stations, with a high
degree of revenue and EBITDA concentration in California and Texas
and, therefore, some dependence on their economies. Estrella TV,
LBI's start-up television network, had television station
affiliates in 37 markets as of Sept. 30, 2011, covering almost 76%
of the U.S. Hispanic population. We believe Estrella has been able
to gain modest market share from larger peers due to successful
programming; however, we expect the network will continue to be a
drag on profitability over the near term due to higher programming
and personnel expenses. As is typical for a new network, we
believe Estrella's ad rates do not currently reflect its Nielsen
ratings position, although we believe they will continue to narrow
this gap," S&P said.


LEHMAN BROTHERS: Court Confirms $65-Billion Payout Plan
-------------------------------------------------------
A bankruptcy judge confirmed yesterday the proposed Chapter 11
plan of Lehman Brothers Holdings Inc., which would enable Lehman
to pay an estimated $65 billion to creditors.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York signed off the plan, which sets the stage
for creditors to start getting their money back early next year.

At the hearing, Judge Peck said that while the company's
bankruptcy speed up the financial crisis, it represented the most
"overwhelming outpouring of creditor consensus in the history of
insolvency law.  What a difference three years makes."  The
packed courtroom applauded after his remarks, The Wall Street
Journal reported.

Judge Peck said the overwhelming support from Lehman's creditor
constituencies is a "huge achievement," Bloomberg News said.  The
case was the "most impossibly challenging" bankruptcy ever, he
said, according to Bloomberg.

The plan, which is supported by creditors holding about $450
billion in claims, was confirmed after the objection of one final
creditor was overcome, Bloomberg reported.

In an e-mailed statement, Bryan Marsal, Lehman's chief executive
officer, said: "This case has required compromise and common
sense, diligence and determination, and the reconciliation of
complex positions that at times seemed irreconcilable."

"Confirmation of this plan is a testament to the enormous efforts
of the many stakeholders who recognized the value of an economic
compromise plan and did yeoman's work to achieve it," Mr. Marsal
said.

Harvey Miller, a partner at Weil, Gotshal & Manges LLP, and
Lehman's lead bankruptcy counsel, said during the confirmation
hearing that the company overcame "almost insurmountable"
problems in resolving competing liquidation plans, Bloomberg
related.

Lehman hopes for its plan to be effective by the end of January.
The company will continue to exist, however, as it still has
pending litigation plus billions of dollars in assets, mostly in
real estate, The Journal reported.

Mr. Marsal said he aims to raise $65 billion from Lehman assets
in the next few years and will distribute some of the $23 billion
to creditors in the first quarter.  He estimated that the final
claims will total $370 billion, giving the average creditor less
than 18 cents on the dollar, Bloomberg News reported.

A full-text copy of the order confirming the plan is available
at http://bankrupt.com/misc/LBHI_ORDplanconfirmation120611.pdf

Earlier, Lehman filed documents containing the latest revisions
to the plan supplements, and a supplement regarding the voting
results.  Copies of these documents are available at:

  http://bankrupt.com/misc/LBHI_Am6PlanSupplement120511.pdf
  http://bankrupt.com/misc/LBHI_Am7PlanSupplement120511.pdf
  http://bankrupt.com/misc/LBHI_SuppVotingResults.pdf

              Lehman Names New Board of Directors

Earlier, Lehman named a new board of seven directors who were
selected by the so-called "director selection committee."

The new directors include former Goldman Sachs partners, Ronald
Tanemura and Sean Mahoney, who is now a private investor in New
York, according to a court filing.

The five other directors are Frederick Arnold, chief financial
officer of Capmark Financial Group Inc.; Robert Gifford, chief
executive officer of AIG Global Real Estate; Thomas Knott, former
founder of hedge fund Akasha Capital Management; David Pauker of
turnaround firm Goldin Associates LLC; and Owen Thomas, chief
executive officer of Morgan Stanley Asia Ltd.

The boards of directors of Lehman units, Lehman Brothers Special
Finance and Lehman Commercial Paper Inc. will each consist of
three members.  Meanwhile, the other Lehman units will each have
a single-member board of directors.

         More Creditors Drop Objections to Confirmation

The Texas Comptroller of Public Accounts and several other Lehman
creditors dropped their objections to confirmation of the plan.

The move comes after Lehman made changes to the proposed plan to
resolve objections of creditors.

The Texas Comptroller previously questioned a provision in the
plan which entitles Lehman to a discharge, saying the company is
not entitled to a discharge because the plan calls for
liquidation.

The Texas Comptroller withdrew its objection "due to amendments
that conform the plan to the Bankruptcy Code," according to Greg
Abbott, Esq., attorney general of Texas.

The other Lehman creditors that made last-minute withdrawal of
their objections are the Illinois Department of Revenue, Farallon
Capital creditors, and a group of funds led by LibertyView Credit
Opportunities Fund L.P.

In a related development, Judge Peck approved a deal concerning
nearly $4 billion in priority claims from mortgage giants Fannie
Mae and Freddie Mac, which were seized by the U.S. government
shortly before Lehman's collapse.

Under the deal, the company would set aside $1.2 billion for
Freddie Mac's priority claim and an as-yet-to-be-determined
amount for Fannie Mae's $2.7 billion priority claim.

                       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.

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: To Raise $2.6-Bil. to Buy Control of Archstone
---------------------------------------------------------------
Lehman Brothers Holdings Inc. is trying to raise about $2.6
billion to buy a controlling stake in its biggest real estate
asset Archstone, Bloomberg News reported, citing a person
familiar with the matter as its source.

The move is part of LBHI's plan to sell or liquidate the
apartment owner for $6 billion or more.

The company, which currently owns 47% of Archstone, seeks to
raise money in talks with investors including Blackstone Group LP
and Brookfield Asset Management Inc.  It would need to raise $2.6
billion to buy the banks' controlling 53% stake, based on the
Zell company's price, the report said.

Meanwhile, LBHI criticized a deal struck by Bank of America Corp.
and Barclays Plc to sell 26.5% of Archstone to Equity Residential
for $1.33 billion.

In a filing with the U.S. Securities and Exchange Commission, the
company said the offer does not take into consideration the value
of Archstone's platform and its valuable strategic position
within the apartment industry.

LBHI also criticized Bank of America and Barclays for not
providing the company with enough information to trigger a 10-day
notice period for matching Equity Residential's offer, Bloomberg
News reported.

LBHI also complained that the banks failed to comply with other
another aspect of their agreement with the company when they gave
Equity Residential an option to buy an additional 26.5%t of
Archstone if the company did not match the offer on the first
piece, according to the report.

Fitch Ratings has affirmed the BBB+ credit rating for Equity
Residential and its subsidiary ERP Operating Ltd. Partnership,
following its announcement that it has pledged $1.3 billion to
purchase a 26.5% interest in multifamily giant Archstone, Robert
Carr at GlobeSt.com reported.

Equity, owned by Sam Zell, owns or has investments in 417
properties in 15 states and Washington, DC, Mr. Carr pointed out.
Equity said it would fund the purchase through cash, debt, sales
and its $1.2 billion revolving credit facility, he added.

                       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.

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: LBI Trustee Seeks Nod for $18.3-Bil. Allocation
----------------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc's brokerage,
sought court approval to set aside $18.3 billion of assets to be
returned to customers starting early next year, according to a
December 2, 2011 report by Reuters.

The payout would represent more than three-fourths of the
$23.7 billion of assets that James Giddens, the trustee for
Lehman Brothers Inc., said he has under his control.  Of the
$23.7 billion, $12.7 billion are securities and $11 billion is
cash.

Mr. Giddens plans to keep $3.07 billion of assets in reserve
pending the outcome of litigation with Barclays, the British bank
which bought much of Lehman's North American broker-dealer
business.

Judge James Peck will hold a hearing on January 25, 2012, to
consider approval of the request.

                       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.

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: JPM Defends $6-Billion Claims
----------------------------------------------
JPMorgan Chase & Co. asked a bankruptcy judge to allow its $6
billion claims against Lehman Brothers Holdings Inc., saying it
acted "in conformity with reasonable commercial practices" as a
lender to the company, Bloomberg News reported.

The move comes after Lehman asked Judge James Peck to reduce the
claims because JPMorgan did not dispose of the collateral in a
"commercially reasonable manner".

JPMorgan filed claims against Lehman and its brokerage in
connection with the bank's role as triparty repo custodian during
the week of September 15, 2008, when the company filed for
bankruptcy protection and was negotiating a sale of the brokerage
to Barclays Plc.

The claims stemmed from the alleged $6.3 billion deficiency
following the sale of collateral pledged by the brokerage to
secure its debt related to JPMorgan's role as repo custodian.

JPMorgan argued that it generated more than $18 billion of cash
from the sale of collateral "in some of the most difficult
markets in modern times" or almost 90% of the securities
valuations at the time, which benefited Lehman, Bloomberg News
reported.

According to the bank, the collateral backing its loans was left
over after Barclays Plc bought Lehman's North American business.
The bank had to analyze more than 4,600 different securities,
many of them highly illiquid, allocate them to the right trading
desks for further analysis and make sales that were "targeted,
strategic and informed," the report said.

JPMorgan further said that its traders sold "what they could
reasonably sell at favorable prices" and protected the Lehman
estates "by not forcing a fire sale of the most illiquid
securities," according to Bloomberg News.

                       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: SIPA Trustee Wants to Compel Deutsche Payment
--------------------------------------------------------------
The SIPA trustee for Lehman Brothers Inc. asks the bankruptcy
court to enforce the automatic stay and stays in the Lehman
Brothers Inc. liquidation order and compel payments of amounts
payable to LBI by Deutsche Bank AG.

The SIPA Trustee brings the motion to enforce the Stays against
Deutsche Bank and recover more than $100 million, plus interest,
payable to LBI in connection with Deutsche Bank's  termination
almost three years ago of a 1992 International Swaps Dealer
Association Master Agreement dated as of June 2, 1995 by and
between LBI and Deutsche Bank.

According to Kenneth E. Lee, Esq., at Levine Lee LLP, in New
York, the more than $100 million represents (i) the amount
payable on early termination of the Agreement, as determined
pursuant to the Agreement's terms, together with (ii)
approximately $24 million of excess collateral that was provided
by LBI to Deutsche Bank to secure LBI's obligations under the
Agreement.

While the parties agree that the outstanding amount payable by
Deutsche Bank to LBI in connection with Deutsche Bank's
termination of the Agreement is more than $100 million, Deutsche
Bank asserts that, pursuant to a cross-affiliate withholding
clause contained in the Agreement's setoff provision, it is not
obligated to pay LBI due to outstanding amounts purportedly owed
to Deutsche Bank and its affiliates by LBI's affiliates and to
Deutsche Bank's affiliates by LBI.

Mr. Lee asserts that Deutsche Bank's refusal to pay the LBI
estate the outstanding amount it owes is not permissible for
several reasons:

  (1) The cross-affiliate withholding clause upon which Deutsche
      Bank relies is nothing more than a contractual triangular
      setoff arrangement, which the Court has held to be
      unenforceable under the Bankruptcy Code and Securities
      Investor Protection Act due to lack of mutuality.

  (2) The cross-affiliate withholding clause is equally invalid
      on the ground that it is an unenforceable ipso facto
      contractual provision under the Bankruptcy Code as it
      purports to modify rights and priorities to the detriment
      of LBI on the basis of LBI's liquidation under SIPA.

  (3) Even if the cross-affiliate withholding clause that
      Deutsche Bank relies upon were enforceable in bankruptcy
      -- which it is not -- as to the Posted Collateral worth
      approximately $24 million, the clause is inapplicable.

Mr. Lee tells the Court that Deutsche Bank's refusal to pay the
more than $100 million payable to the LBI estate has prevented
the SIPA Trustee from maximizing the value of the estate for the
benefit of LBI's former public customers and its creditors of the
general estate, which is his primary duty under SIPA.  The
Bankruptcy Code, SIPA and the LBI Liquidation Order expressly
prohibit any act to obtain possession of property of the estate
or property from the estate, or the setoff of any debt owing to
the debtor, without first seeking relief from the Stays, Mr. Lee
points out.  Deutsche Bank's failure to seek relief from the
Stays for more than three years while refusing to pay the Early
Termination Amount and return the Posted Collateral is a
violation of the Stays and itself is grounds to deny the
purported setoff, he asserts.

                       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: SIPA Trustee Has Settlement With Seamless N.A.
---------------------------------------------------------------
The SIPA trustee for Lehman Brothers Inc. asks the bankruptcy
court to approve a stipulation it entered into with SeamlessWeb
Professional Solutions, Inc.

The SIPA Trustee commenced an adversary proceeding against
SeamlessWeb seeking to avoid and recover more than $1 million of
transfers made by Lehman Brothers Inc. and the Chapter 11 Debtors
during the 90 days prior to Sept. 15, 2008.

Seamless has denied the material allegations asserted in the
Adversary Proceeding and asserted that it possesses defenses to
the Avoidance Claim, including that the alleged transfers were
made in the ordinary course of business pursuant to Section
547(c)(2) of the Bankruptcy Code.

The SIPA Trustee and Seamless desire to avoid the expense and
uncertainties of further litigation and to settle and compromise
the Avoidance Claim and the Adversary Proceeding.

The SIPA Trustee has determined, in consultation with his
professional advisors, that it is in the best interests of the
LBI Estate, its customers and creditors that the Adversary
Proceeding be discontinued subject to the payment to the Trustee
of $75,000, which amount includes interest.

                       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)


LIZ CLAIBORNE: Moody's Upgrades CFR to 'B2'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Liz Claiborne, Inc.'s Corporate
Family and Probability of Default ratings to B2 from B3. The
company's EUR 221.5 million senior unsecured notes were raised to
Caa1 from Caa2 while its US$220 million senior secured notes due
2019 were confirmed at B2. The rating outlook is stable.

This rating action concludes the review for possible upgrade that
commenced on October 13, 2011.

Ratings upgraded:

Corporate Family Rating to B2 from B3

Probability of Default Rating to B2 from B3

EUR 221.5 million senior unsecured notes due 2013 to Caa1 (LGD 5,
86%) from Caa2 (LGD 5, 88%)

Rating confirmed and LGD assessment revised:

US$220 million senior secured notes due 2019 at B2 (to LGD 3, 44%
from LGD 3, 35%)

RATINGS RATIONALE

The upgrade of Liz's Corporate Family Rating to B2 reflects the
closing of the sale of the global trademark rights to the "Liz
Claiborne" family of brands as well as the Monet brand to JC
Penney (Ba1/stable) for $268 million. "Moody's expects that
proceeds from these transactions, along with approximately $203
million in cash that Liz received from previous asset sales, will
go towards the absolute reduction of debt, including the company's
EUR 221.5 million senior unsecured notes due in July 2013" said
Moody's Vice President Scott Tuhy. As a result, Moody's expects
there will be a meaningful improvement in both Liz's leverage --
pro forma debt/EBITDA is about 5 times compared to in excess of 7
times prior to conclusion of the recent asset sales -- and debt
maturity profile as Moody's believes Liz's upcoming 2013 maturity,
which was previously cited as a key rating risk factor, has been
resolved.

The confirmation of the B2 rating on the senior secured notes
reflects Moody's expectations that Liz will ultimately redeem its
EUR 221.5 million senior unsecured notes and the resultant lower
level of junior capital in the company's capital structure.

Liz's B2 Corporate Family Rating reflects its still sizable debt
burden despite recent asset sales and expectation that a majority
of the proceeds from these asset sales will be used to repay debt.
Pro forma debt/EBITDA is expected to be around 5 times and EBITDA
less capital expenditures to interest is around 0.75 times. The
ratings also reflect the negative recent trends at its Juicy
Couture brand. The rating is supported by the company's good
overall liquidity profile, as it now has sufficient cash on hand
to settle its meaningful debt maturities in 2013. The rating also
reflects the strong growth at kate spade and Moody's expectations
its growth will continue.

The stable rating outlook reflects Moody's expectation that Liz
will use available cash to settle its 2013 debt maturities and
that its interest coverage ratio will improve to levels
appropriate for a B2 rating over the course of 2012 as total
interest expense drops as a result of lower absolute levels of
debt. The stable outlook also incorporates Moody's expectations
the company will make meaningful reductions in corporate overhead
over the course of 2012.

Ratings could be upgraded if Liz is able to reverse negative
trends at Juicy Couture, retain a good liquidity profile, and
improves interest coverage. Quantitatively, ratings could be
upgraded if EBITDA less capital expenditures/interest rises above
1.75 times.

Ratings could be lowered if Juicy Couture's negative trends
persist and/or it appears that the company will report a
consolidated operating loss over the course of 2012.

The principal methodology used in rating Liz Claiborne was the
Global Apparel Industry Methodology published in May 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 New York, NY Liz Claiborne is a designer and
distributor of apparel and accessories whose primary owned brands
include Juicy Couture, kate spade and Lucky Brand. Pro-forma
revenues are around $1.3 billion.


LEUCADIA NATIONAL: Moody's Reviews 'Ba3' Corporate for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed Leucadia National
Corporation's (Leucadia) debt ratings, including its Ba3 CFR and
PDR, on review for possible downgrade following the company's
announcement that it plans to acquire National Beef Packing
Company, LLC ("National Beef") and its members, pursuant to which
Leucadia will acquire 78.95% of National Beef for approximately
$868 million. The acquisition is expected to be financed with
balance sheet cash and marketable securities. Leucadia expects the
acquisition to close by the end of 2011.

The ratings under review are:

   Issuer: Leucadia National Corporation

   -- Probability of Default Rating, Placed on Review for Possible
      Downgrade, currently Ba3

   -- Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently Ba3

   -- Junior Subordinated Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently B2

   -- Senior Subordinated Conv./Exch. Bond/Debenture, Placed on
      Review for Possible Downgrade, currently B2

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently B1

Outlook Actions:

   Issuer: Leucadia National Corporation

   -- Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The review will focus on Leucadia's liquidity and credit metrics;
balance sheet strength and composition; cash flow generation; and
overall investment portfolio risk profile, concentration, and
recent volatility. Moody's notes that this transaction weakens the
company's near-term liquidity, below levels previously anticipated
by Moody's and considered in the company's credit rating. As
Leucadia will fund the acquisition with cash and short term
investments, its cash balance will fall significantly, though
recognizing that Leucadia also has investments which could
typically be monetized within 30 days. In Moody's view, the
preponderance of the risk is on the downside until further
information becomes available.

National Beef processes, packages and delivers fresh and frozen
beef and beef by-products for sale to customers in the U.S. and
international markets and is a business that does not have any
clear synergies to any of Leucadia's current portfolio. National
Beef's products include boxed beef, ground beef, hides, tallow and
other beef and beef by-products. For the year-ended August 27,
2011, revenue was approximately $6.8 billion and debt was $350
million.

The principal methodology used in rating Leucadia was the Global
Investment Holding Companies Methodology published in October
2007. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the US, Canada, and
EMEA, published in June 2009.

Leucadia, headquartered in New York, New York, is a diversified
holding company engaged in a variety of businesses, including
manufacturing, land-based contract oil and gas drilling, gaming
entertainment, real estate activities, medical product development
and winery operations. The company also has significant
investments in public companies and owns equity interests in
operating businesses and investment partnerships which are not
publicly traded. Total revenues for the LTM period ended September
30, 2011 including investment income was over $1.3 billion and
total assets equaled almost $8.2 billion.


LYMAN HOLDING: Authorized to Expand Hilco's Auction Services
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Lyman Holding Company, et al., to expand the scope of services of
Hilco Industrial LLC as auctioneer.

The Debtor related that Hilco's employment was approved by the
Court on Sept. 7, 2011, Hilco was employed in connection with the
liquidation of the non-real property assets of Woodinville Lumber,
Inc. and Woodinville Construction, LLC.

On Nov. 30, the Debtor filed with the Court a supplement approving
the employment of Hilco.  The Debtor noted that the parties
modified the assets marketing agreement with Hilco in two ways:
(i) the parties have agreed to extend the exclusivity period to
extend to four weeks past the last auction date; and (ii) the
parties agreed to permit Hilco to conduct one or more auctions
(instead of only one auction) in order to liquidate the remaininf
non-real property owned by the Woodinville Lumber, Inc., and
Woodinville Construction, LLC.

                       About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


M-INVEST: Ernst & Young Sued for $900MM by Liquidators
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ernst & Young LLP was sued for $900 million by the
liquidators of M-Invest Ltd., a feeder fund for Bernard Madoff's
Ponzi scheme.  E&Y had audited the feeder fund's financial
statements.

M-Invest Limited commenced liquidation proceedings on April 13,
2011.  The company's liquidators are:

         Peter Anderson
         Graham Robinson
         c/o RHSW (Cayman) Limited, Windward 1
         Regatta Office Park, West Bay Road
         Grand Cayman KY1-1103
         Cayman Islands
         E-mail: peter.anderson@rawlinson-hunter.com.ky

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.


MADISON 92ND: Hires Goldberg Weprin Finkel as Counsel
-----------------------------------------------------
Madison 92nd Street Associates LLC seeks to employ Goldberg Weprin
Finkel Goldstein LLP as its counsel to:

     * provide the Debtor with necessary legal advice in
       connection with the operation and rehabilitation of its
       financial and legal affairs during the Chapter 11
       proceedings;

     * represent the Debtor in all proceedings before the
       Bankruptcy Court or the U.S. Trustee, or both;

     * prepare all necessary legal papers, petitions, orders,
       applications, motions, reports, and plan-related documents
       on the Debtor's behalf; and

     * perform all other legal services for the Debtor, which may
       be necessary to successfully confirm a plan of
       reorganization or other disposition of the bankruptcy
       case.

Goldberg Weprin Finkel was consulted by Michael Fisher, Louis
Taic, and Jeffrey Kosow for the specific purpose of exploring
bankruptcy options for the Debtor.  An initial retainer agreement
was signed on June 21, 2011 with Mr. Fischer, one of the members
of 92nd St Hotel Associates, LLC, which itself holds a 50%
membership interest in the Debtor.  Mr. Fischer funded an initial
payment of $20,000.

When majority adopted a resolution to commence bankruptcy
proceedings and retain the Firm, the Debtor signed a second
retainer agreement in connection with the actual filing of a
Chapter 11 case, with a $27,000 retainer to Goldberg Weprin
Finkel, which was funded by a capital contribution made by Louis
Taic on behalf of the Debtor.

The Debtor believes that Goldberg Weprin Finkel is disinterested
and qualified to serve as its counsel.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.


MADISON 92ND: Examiner Retains MSEK as Counsel
----------------------------------------------
Thomas R. Slome, the examiner appointed in the Chapter 11 case of
Madison 92nd Street Associates, LLC seeks to retain his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel under a
general retainer, nunc pro tunc to Sept. 22, 2011.

The Examiner's hourly billing rate is $495.  He expects that
services may be needed to be performed by one MSEK associate,
Kieran Bastible, whose hourly rate is $350, as well as A. Thomas
Levin, an MSEK member whose hourly rate is $450.  The Examiner
also requests that MSEK receive reimbursement of actual and
necessary expenses incurred in connection with its representation
of the Examiner in these cases.

The Examiner believes that MSEK is disinterested and does not hold
or represent an interest adverse to the Debtor's estates.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.


MAGUIRE GROUP: Gets Authorization to Pay Critical Vendor Claims
---------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Maguire Group Holdings,
Inc., et al., to pay in the ordinary course of their business, as
and when due, the critical vendor claims.

The critical vendors are directed to continue to provide the
Debtors with the same services, upon the same terms, as they
provided prior to the Petition Date upon payment of the critical
vendor claims.

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A., serve as
Kurtzman Carson Consultants LLC is the claims and notice agent.
Rasky Baerlein Strategic Communications, Inc., is the
communications consultant.  Maguire Group Holdings estimated
assets at $0 to $50,000 and debts at $1 million to $10 million.


MAQ MANAGEMENT: Court Lifts Stay for Two Banks re Super Stop
-------------------------------------------------------------
The Honorable Erik P. Kimball has granted Fifth Third Bank partial
and limited relief from the automatic stay with respect to Super
Stop Petroleum, Inc.

As previously reported, Fifth Third Bank sought to modify the
automatic stay to permit it to pursue all available remedies
concerning its collateral or, in the alternative, to require
adequate protection.

Fifth Third Bank may proceed with any non-bankruptcy rights
relating to the Collateral, including but not limited to
instituting a foreclosure action; seeking the appointment of a
receiver for the Collateral; and obtaining an in rem foreclosure
judgment.  However, Fifth Third will request further Court
authorization to have a foreclosure sale date scheduled with
respect to a sale of the Collateral by way of filing a motion,
wherein the Debtor will have an opportunity to be heard.  The
Debtor also retains all of its non-bankruptcy rights relating to
the foreclosure action regarding the Collateral.

The Honorable Kimball also approved the stipulation between Super
Stop Petroleum, Inc. and 1st National Bank of South Florida
relating to adequate protection.  1st National Bank sought relief
from the automatic stay and requested adequate protection.

The Debtor and 1st National have agreed that the Debtor will
deliver to 1st National copies of all subleases currently in
effect for four locations:

   (a) 8208 W. Commercial Boulevard, Lauderhill, Florida 33351;
   (b) 10001 Sunset Strip, Sunrise, Florida 33322;
   (c) 1720 University Drive, Miramar, Florida 33025; and
   (d) 27975 South Dixie Highway, Naranja, Florida 33032.

Among other things, the Debtor will also make adequate protection
payments to 1st National, which will be paid from its DIP account:

     * An initial adequate protection payment of $30,000;

     * On Sept. 20, 2011, a second adequate protection payment of
       $106,753;

     * On the 28th day of October, November, and December 2011,
       adequate protection payments of $27,350; and

     * Starting Jan. 28, 2012, and on the 28th day of each
       consecutive month thereafter, adequate protection payments
       of $28,912.

1st National agrees to seek board approval for an interest rate
reduction on that certain 2002 Loan and 2009 Loan to the rate of
6% per annum, which will be effective for the period between
Apr. 28, 2011 through Dec. 28, 2011.

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and debts
of $1 million to $10 million.  Super Stop estimated assets and
debts of $10 million to $50 million.  The petitions were signed by
Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization,
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court's Order.


MAQ MANAGEMENT: Court Denies BB&T's Lift Stay Request
-----------------------------------------------------
For failure to provide required notice, the Honorable Erik P.
Kimball denied without prejudice the motion of secured creditor
Branch Banking and Trust Company, successor-in-interest to
Colonial Bank by the acquisition of assets from the Federal
Deposit Insurance Corporation as Receiver for Colonial Bank, as
successor-by-conversion from Colonial Bank, N.A., the successor of
Palm Beach National Bank & Trust, for an order terminating the
automatic stay in the Chapter 11 cases of MAQ Management, Inc., et
al.

BB&T purchased the loan obligations from FDIC as Receiver for
Colonial Bank and is the owner and holder of several loans
associated with MAQ Management, Super Stop Petroleum, Inc., Super
Stop Petroleum I, Inc., and Super Stop Petroleum IV, Inc.
According to BB&T, the loans are cross-collaterized and cross-
defaulted.

In 2009, BB&T filed an action in and for Orange County, Florida,
Case No. 09-CA-031902, to collect debts and to foreclose on that
certain Super Stop I Osceola Property and Super Stop IV Orange
County Property.  As a result of the Debtors' bankruptcy filing,
the trial in the State Court Action only went forward as to
Mahammad Qureshi and Denise Qureshi as guarantors.

On June 29, 2011, the Circuit Court issued its Findings of Facts
and Conclusions of Law, which was reduced on July 11, 2011 to a
Final Judgment in favor of BB&T against Denise Qureshi on the
liabilities owed by the Debtors to BB&T in the amount of
$14,062,117, plus reasonable attorneys' fees to be determined by
the court.

BB&T has an interest in certain properties involved in these
bankruptcy cases, including the Super Stop I Osceola Property and
Super Stop IV Orange County Property and four other properties.

BB&T asserts that it is entitled to relief from stay because (i)
the Debtors do not have equity in the Properties and these are not
necessary for their effective reorganization; (ii) the Debtors
have not provided adequate protection of BB&T's interest in the
Properties; (iii) the Debtors have no reasonable hope of
reorganizing; and (iv) the Debtors filed their Chapter 11 cases in
bad faith.

                        About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and debts
of $1 million to $10 million.  Super Stop estimated assets and
debts of $10 million to $50 million.  The petitions were signed by
Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization,
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court's Order.


MARK BRUNELL: Judge Confirms Plan of Reorganization
---------------------------------------------------
Matt Augustine at WOKV.com reports that Mark Brunell has emerged
from his Chapter 11 bankruptcy case after a bankruptcy judge
confirmed his reorganization plan Dec. 5, 2011.

Mark Brunell is a former National Football League quarterback.
Mr. Brunell played for the Jacksonville Jaguars and has earned
more than $50 million playing football.  Mr. Brunell, a three-time
Pro Bowl selection, is involved with a real estate project that is
being foreclosed upon in Jacksonville Beach and other failed
investments in Michigan.

Mr. Brunell filed for Chapter 11 on June 25, 2010 (Bankr. M.D.
Fla. Case No. 10-05550).  In court papers, he disclosed
$5.5 million in assets and debts of $24.7 million, mostly tied to
failed real-estate investments.


MARKETING WORLDWIDE: Hires RBSM LLP as Accountants
--------------------------------------------------
RBSM LLP was engaged on Nov. 28, 2011, as Marketing Worldwide
Corporation's independent registered public accounting firm.  The
decision to engage RBSM as the Company's independent registered
public accounting firm was approved by the Company's Board of
Directors.

Prior to engaging RBSM, the Company did not consult with RBSM
regarding the application of accounting principles to a specific
completed or contemplated transaction or regarding the type of
audit opinions that might be rendered by RBSM on the Company's
financial statements, and RBSM did not provide any written or oral
advice that was an important factor considered by the Company in
reaching a decision as to any such accounting, auditing or
financial reporting issue.  Previously, RBSM served as the
Company's independent registered public accounting firm for the
fiscal years ended Sept. 30, 2009 and 2008.

The Company notified Marcum LLP, of the dismissal on Nov. 29,
2011.  The report of Marcum on the Company's consolidated
financial statements for the year ended Sept. 30, 2010, did not
contain an adverse opinion or disclaimer of opinion, and such
report was not qualified or modified as to uncertainty, audit
scope or accounting principle.

The report of the Marcum on the Company's consolidated financial
statements as of and for the year ended Sept. 30, 2010, contained
an explanatory paragraph which noted that there was substantial
doubt as to the Company's ability to continue as a going concern
as the Company had generated negative cash outflows from operating
activities, experienced recurring net operating losses, and is
dependent on securing additional equity and debt financing to
support its business efforts.  The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

During the year ended Sept. 30, 2010, and the subsequent period
through Nov. 29, 2011, the Company has not had any disagreements
with Marcum on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the Marcum's satisfaction,
would have caused them to make reference thereto in their reports
on the Company's consolidated financial statements for those
years.

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

As reported in the Troubled Company Reporter on Jan. 24, 2011,
Marcum LLP, in New York, expressed substantial doubt about
Marketing Worldwide's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has a working capital deficiency and has suffered substantial
recurring losses from operations.

The Company also reported a net loss of $1.12 million on
$1.31 million of revenue for the nine months ended June 30, 2011,
compared with a net loss of $1.34 million on $3.22 million of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.66 million
in total assets, $5.23 million in total liabilities, $3.50 million
in Series A convertible preferred stock, and a $7.07 million total
stockholders' deficiency.


MARMC TRANSPORTATION: U.S. Trustee Objects to Plan Confirmation
---------------------------------------------------------------
Richard A. Wieland, the United States Trustee for Region 19, has
objected to the confirmation of the Marmc Transportation, Inc.'s
Chapter 11 Plan because it does not comply with numerous
subsection of Section 1129(a) of the Bankruptcy Code.  The United
States Trustee cited:

A. The Chapter 11 Plan does not Comply with Section 1129(a)(7) of
the Bankruptcy Code.

It appears that the Debtor is a solvent debtor and, therefore, the
Chapter 11 Plan must provide for payment of postpetition interest
on non-accepting creditors in accordance with Section 1129(a)(7)
of the Bankruptcy Code, which impliedly invokes Section 726(a)(5)
of the Bankruptcy Code which requires "payment of interests at the
legal rate from the date of the filing of the petition, on any
claim paid under paragraph (1), (2), (3), or (4) of [Section
726(a)]."  The United States Trustee takes the position that in
the absence of postpetition interest being paid to creditors in
accordance with Section 1129(a)(7) of the Bankruptcy Code, the
Chapter 11 Plan cannot be confirmed.

B. The Chapter 11 Plan does not Comply with Section 1129(a)(9) of
the Bankruptcy Code.

The Chapter 11 Plan does not provide for the payment or reserve of
funds for (1) the Debtor's 2011 tax liability and (2) the
potential administrative claim asserted by Kruse Energy & LLC in
an adversary proceeding now pending before the Court as Adversary
Proceeding No. 11-02025.

C. The Chapter 11 Plan does not Comply with Section 1129(a)(1) of
the Bankruptcy Code.

Specifically, Article Five of the Chapter 11 Plan provides that
"the discharge herewith shall also satisfy and release any
personal guarantees made by Debtor's officers and shareholders."
According to the United States Trustee, a third party release such
as that contained in Article Five contravenes Section
1141(d)(1)(A) of the Bankruptcy code and Tenth Circuit law.

Thus, the United States Trustee asks the U.S. Bankruptcy Court for
the District of Wyoming to deny confirmation of the Debtor's
Chapter 11 Plan.

                        The Chapter 11 Plan

As reported in the TCR on Sept. 8, 2011, Marmc filed with the
Bankruptcy Court a Chapter 11 plan of reorganization and an
accompanying disclosure statement on Sept. 1, 2011.  According to
papers filed in court, the funds necessary for the plan payments
will derive from the sale proceeds already received, the real
estate lease payments and the proceeds of the pending adversary
proceedings.

Unsecured Claims, totaling $2,420,617, will recover 100% of the
allowed amount without interest.  The claims are assigned as Class
Ten under the Plan.  Payment of Class Ten Claims will be
accomplished by an initial distribution of $1,250,000 on the
Effective Date of the Plan.  This initial distribution is
anticipated to satisfy almost 90% of the undisputed and allowed
unsecured claims in this Class.  The next distribution will occur
after Debtor's 2011 tax liabilities are determined, which
distribution is anticipated to satisfy the remaining amounts owed
on the unpaid allowed unsecured claims.  The other claims in this
Class, will be paid within 30 days after the final resolution of
said claims by this Court and any appeals.

The Plan also provides for these classification and treatment of
other claims against the Debtor:

  * Class One -- Wyoming Department of Revenue.  This creditor is
    a priority unsecured creditor.  The Plan proposes to pay this
    creditor $6,021 in satisfaction of its claim on the Effective
    Date of the Plan.  This Class is impaired.

  * Class Two -- Wyoming Department of Employment, Employee
    Services.  This creditor is a priority unsecured creditor.
    The Plan proposes to pay this creditor $13,071 in
    satisfaction of its claim on the Effective Date of the Plan.
    This Class is impaired.

  * Class Three -- Wyoming Department of Employment, Workers
    Safety and Compensation Division.  This creditor is a
    priority unsecured creditor.  The Plan proposes to pay this
    creditor $11,079 in satisfaction of its claim on the
    Effective Date of the Plan.  This Class is impaired.

  * Class Four -- Natrona County Treasurer.  This creditor is a
    priority unsecured creditor.  The Plan proposed to pay this
    creditor $13,615 in satisfaction of its claim on the
    Effective Date of the Plan.  This Class is impaired.

  * Class Five -- Internal Revenue Service.  This creditor will
    be paid as an priority unsecured creditor in the amount of
    $655,763.  This amount, plus interest at the statutory rate
    at the time of confirmation, will be paid on the effective
    date of confirmation.  The remainder of this creditor's claim
    will be paid under Class 10.  This Class is impaired.

  * Class Six -- Wells Fargo Equipment Finance, Inc.  This
    creditor will be paid as a fully secured creditor in the
    estimated amount of approximately $25,000; which represents
    this creditor's estimated attorney's fees and collection
    related expenses.  This Class will be paid 30 days after the
    Court approves this creditor's application for attorney fees
    and expenses.  This Class is impaired.

  * Class Seven -- Wells Fargo Bank, N.A.  This Class will be
    paid on the Effective Date of the Plan as a fully secured
    creditor in the amount of $117,977 (as of August 11, 2011)
    with interest thereon at the contract rate (7.25% per annum).
    This Class is impaired.

  * Class Eight -- Summit Electric.  This Class asserts a
    judgment lien against Debtor's real estate, which lien may be
    avoidable.  This Class will be paid $33,332 in satisfaction
    of its claim on the Effective Date of the Plan.  This Class
    is impaired.

  * Class Nine -- Dave and Marcille Sundem.  This Class asserts a
    judgment lien against Debtor's real estate, which lien may be
    avoidable.  This Class will be paid $159,611 in satisfaction
    of its claim on the Effective Date of the Plan.  This Class
    is impaired.

The management of MarMc intends to reorganize.  MarMc could
liquidate but it is highly unlikely that any funds would be
available for unsecured creditors.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76da

                    About Marmc Transportation

Headquartered in Mills, Wyoming, Marmc Transportation, Inc.'s
principal business activity and purpose was moving oil drilling
rigs and relocating to and from drilling and well sites.  At its
height, Marmc showed gross annual income of $16,199,506 (2008)
and had seventy-four employees on its payroll.

Beginning in 2009, a significant portion of Marmc's trucks and
inventory were taken to Louisiana and Texas ostensibly for moving
oil rigs, but little or no income was ever received from these
trucks and trailers.  Significant amounts of Marmc's income were
diverted to non-business expenditures beginning in 2006.  Also the
oilfield economy suffered a significant downturn in 2009.  Because
of the ensuing cash flow problems and the management void, Marmc
began defaulting on its various financial obligations, and
creditor collection litigation commenced and tax liens
accumulated.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Wyo. Case No. 10-20653) on June 3, 2010.  Stephen R. Winship,
Esq., at Winship & Winship, PC, assists the Company in its
restructuring effort.  The Company estimated $10 million to
$50 million in assets and up to $10 million in debts in its
Chapter 11 petition.

The United States Trustee has not appointed an unsecured
creditors' committee in the Debtor's case.

Marmc, through various sales approved by the Bankruptcy Court, has
sold almost all of its personal property, which sales resulted in
total proceeds of over $8,200,00.  Additionally, Marmc has sold a
parcel of real property for $640,000. A portion of the sale
proceeds have satisfied the lien claims of Wells Fargo Equipment
Finance, Inc. (except for its attorney fees estimated at no more
than $25,000).  Additionally, $995,000 was paid, from the sale
proceeds, against the remaining real estate mortgage held by Wells
Faro Bank.


MARMC TRANSPORTATION: To Give Limited Correction to Plan Outline
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming entered, on
Nov. 7, 2011, an order granting Marmc Transportation, Inc.'s
"Motion to Allow Limited Correction to Disclosure Statement".

In the Motion, Marmc asked the Bankruptcy Court to revise and
substitute the provision currently included in the Disclosure
Statement, filed Sept. 1, 2011, which provides, "The management of
Marmc intends to reorganize.  Marmc could liquidate but it is
highly unlikely that any funds would be available for unsecured
creditors."

According to Marmc, there was an inadvertently inserted provision
on page 7 of the Disclosure Statement where "Alternatives to Plan"
were discussed.  That provision, as written, was erroneous and is
obviously contrary to the other provisions in the Disclosure
Statement.

Debtor proposed, assuming that the current Disclosure Statement is
otherwise approved, that when it sends the Disclosure Statement
Plan out to creditors that the provision for "Alternatives to
Plan" should actually read as follows:

     Alternatives to Plan. The management of Marmc intends to
     liquidate its assets.  As detailed above in the "Chapter
     7 Liquidation Analysis", a conversion to Chapter 7 is
     unlikely to result in more repayment to the creditors
     than proposed in the Plan.  To dismiss the case would
     very likely allow for a disorganized dismantlement of
     the assets of estate by the udgment and secured
     creditors resulting in a much diminished return to
     unsecured creditors compared to their treatment in the
     Plan.

                    About Marmc Transportation

Headquartered in Mills, Wyoming, Marmc Transportation, Inc.'s
principal business activity and purpose was moving oil drilling
rigs and relocating to and from drilling and well sites.  At its
heighth, Marmc showed gross annual income of $16,199,506 (2008)
and had seventy-four employees on its payroll.

Beginning in 2009, a significant portion of Marmc's trucks and
inventory were taken to Louisiana and Texas ostensibly for moving
oil rigs, but little or no income was ever received from these
trucks and trailers.  Significant amounts of Marmc's income were
diverted to non-business expenditures beginning in 2006.  Also the
oilfield economy suffered a significant downturn in 2009.  Because
of the ensuing cash flow problems and the management void, Marmc
began defaulting on its various financial obligations, and
creditor collection litigation commenced and tax liens
accumulated.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Wyo. Case No. 10-20653) on June 3, 2010.  Stephen R. Winship,
Esq., at Winship & Winship, PC, assists the Company in its
restructuring effort.  The Company estimated $10 million to
$50 million in assets and up to $10 million in debts in its
Chapter 11 petition.

The United States Trustee has not appointed an unsecured
creditors' committee in the Debtor's case.

Marmc, through various sales approved by the Bankruptcy Court, has
sold almost all of its personal property, which sales resulted in
total proceeds of over $8,200,00.  Additionally, Marmc has sold a
parcel of real property for $640,000. A portion of the sale
proceeds have satisfied the lien claims of Wells Fargo Equipment
Finance, Inc. (except for its attorney fees estimated at no more
than $25,000).  Additionally, $995,000 was paid, from the sale
proceeds, against the remaining real estate mortgage held by Wells
Faro Bank.


MERIDIAN MORTGAGE: Trustee Sues Moss Adams Over Ponzi Scheme
------------------------------------------------------------
Eagan Avenatti, LLP announced Dec. 7 that the Trustee of the
Meridian Investors Trust under the confirmed plan of liquidation
in the Meridian Mortgage bankruptcy filed a lawsuit earlier today
in King County Superior Court on behalf of investors seeking to
recover in excess of $150 million as a result of what is believed
to be the Northwest's largest Ponzi scheme in history. The suit
names auditors Moss Adams, LLP and Frederick Darren Berg as
defendants and alleges that Berg, with the knowledge and
assistance of Moss Adams, engaged in a massive fraud designed to
misappropriate millions of dollars from hundreds of investors in
order to fund Berg's own lavish lifestyle and further enrich Moss
Adams.

The funds include the Meridian Mortgage Investors Funds and
Meridian Real Estate Opportunity Funds. According to the
complaint, for approximately a decade, Berg raised more than $360
million from more than 1,000 investors as part of his Ponzi scheme
and used auditing firm Moss Adams to vouch for the accuracy and
health of the funds when Moss Adams knew or should have known Berg
was engaged in fraud. The suit further alleges that Moss Adams
failed to conduct even the most basic tasks in connection with
their audits of the funds and purposely turned a "blind eye" to
Berg's fraud in order to earn more fees for the firm. Berg is
currently being held without bail at the Federal Detention Center
in SeaTac, Washington while he awaits trial next year on related
criminal charges.

"My sole objective from the beginning has been to maximize
recovery of assets for the investors," said Mark Calvert, the
Trustee of the Meridian Investors Trust and Founder of Cascade
Capital Group. "We have worked diligently to accomplish this goal
and this lawsuit is a significant step."

"Berg, with the assistance of Moss Adams, orchestrated one of the
largest Ponzi schemes in history," said attorney Michael Avenatti
of Eagan Avenatti, LLP, the law firm representing Calvert in his
role as Trustee for the Meridian Investors Trust. "We look forward
to trying this case and presenting the mountain of evidence of
Defendants' conduct to a jury."

                  About Cascade Capital Group

Cascade Capital Group provides a select set of services to its
clients, with a primary focus on financial and operational
management and investment banking, and as advisors to businesses,
investors, and lenders. The firm is also experienced in forensic
accounting. More information about Cascade Capital Group and its
services can be found at http://www.cascadecapitalgroup.com

                  About Eagan Avenatti, LLP

Michael J. Avenatti, Esq. is a founding partner of Eagan Avenatti,
LLP, a firm of trial attorneys that specializes in litigating a
variety of high profile legal disputes in courts throughout the
United States. Avenatti and EA are consistently ranked among the
best attorneys in America. The firm is based in Los Angeles,
California.


MF GLOBAL: SIPA Trustee Proposes to Make $2.1-Bil. Distribution
---------------------------------------------------------------
James W. Giddens, trustee for the liquidation of the business of
MF Global Inc. under the Securities Investor Protection Act,
seeks permission from Judge Martin Glenn of the U.S. Bankruptcy
Court for the Southern District of New York to effect the
immediate orderly distribution of up to $2.1 billion.

According to Mr. Giddens, the $2.1 billion amount is a
substantial portion of the U.S. based customer property currently
under the SIPA Trustee's control, including funds being held at
derivative clearing organizations like the Chicago Mercantile
Exchange that was deemed segregated in U.S. depositories by
MFGI's former management pursuant to Section 4d of the Commodity
Exchange Act.

Through two Court-approved bulk transfers, the SIPA Trustee has
already distributed more than $2 billion of U.S. Segregated
Customer Property, for the benefit of MFGI's former commodity
futures customers.  The SIPA Trustee proposes to distribute an
additional amount not to exceed $2.1 billion of U.S. Segregated
Customer Property.  The precise amount will be calculated as part
of the distribution process.

Given the apparent significant shortfall, the SIPA Trustee
believes that these distributions will account for two-thirds or
more of the U.S. Segregated Customer Equity that should have been
segregated for the benefit of MFGI's former commodity customers
and equates to between 80% and 85% of all of the U.S. Segregated
Customer Property that the SIPA Trustee has recovered, James B.
Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New York,
relates.  The SIPA Trustee proposes to retain a reserve of 15% to
20% of segregated property that is in his control.

The purpose of the proposed third bulk transfer intends to
achieve a uniformly equalizing pro rata interim distribution to
each U.S. commodity futures customer, Mr. Kobak says.  With
respect to the propose bulk transfer, the SIPA Trustee envisions
including the distribution of physical assets (warehouse
receipts, precious metal certificates and the like); however, the
books and records of MFGI related to the physical assets are not
yet in a position to guarantee that the pro rata distribution of
physical assets will take place at the same time as liquid
assets, he relates.

Mr. Kobak states that while all accountholders would be "trued
up" to an equalizing pro rata share exceeding two-thirds upon
approval of the SIPA Trustee's proposal, in an amount to be fully
calculated, the account categories would receive the
corresponding treatment under the proposed third bulk transfer:

(1) Trade to Zero Accounts.  This category includes accounts that
   contained open U.S. exchange-traded commodity contracts on
   the Petition Date that accountholders liquidated or traded to
   zero between the Petition Date and the date that the First
   Bulk Transfer was effectuated.  These accountholders did not
   qualify for the First Bulk Transfer, since they had no open
   commodity contracts to transfer at the time of the First Bulk
   Transfer, nor did they qualify for the second bulk cash
   transfer because, as of the Petition Date, these accounts
   contained open commodity contracts.  The third proposed bulk
   transfer would allow the SIPA Trustee to transfer the entire
   True Up Amount -- that is, more than two-thirds of the cash
   held in the Trade to Zero Accounts.  The SIPA Trustee
   believes there are fewer than 700 Trade to Zero Accounts with
   deposits of approximately $310 million.

(2) Additional Cash-Only Accounts.  To accomplish the Second Bulk
   Transfer promptly, the SIPA Trustee transferred approximately
   $475 million of U.S. Segregated Customer Property for the
   benefit of more than 15,000 cash-only accounts.  The proposed
   third bulk transfer would capture additional cash-only
   accounts not included in the First and Second Bulk Transfers.
   The Additional Cash-Only Accounts were excluded from the
   First Bulk Transfer because they contained cash related to
   foreign futures.  Other Additional Cash-Only Accounts were
   excluded from the Second Bulk Transfer as a result of
   anomalies discovered in consultation with the CME.  To the
   extent possible, the proposed third bulk transfer process
   will identify these and other Additional Cash-Only Accounts
   that would have qualified to benefit from the First and
   Second Bulk Transfers, but were reasonably excluded at the
   time.

(3) Bounced Check Accounts.  This category includes accounts from
   which checks were issued that have been dishonored as a
   result of the liquidation of MFGI's business.  When each
   check was issued, the corresponding account's balance was
   reduced accordingly (usually to zero).  Holders of the
   Bounced Check Accounts would have benefited more fully from
   the Second Bulk Transfer, had their cash balances not been
   reduced when the checks were issued.  As part of the proposed
   third bulk transfer, the account balances in the Bounced
   Check Accounts will be restored and the restored balance will
   be used to determine the transfer amount.  The SIPA Trustee
   believes that approximately $57 million will be recredited to
   holders of Bounced Check Accounts.

(4) First Bulk Transfer Accounts.  This category includes
   accounts with open commodity contracts that were transferred
   with related margin in the First Bulk Transfer, but the
   margin transferred resulted in less than a 60% distribution
   to these customers.  In many cases, only a small percentage
   of the total account assets was transferred.  The proposed
   third bulk transfer would allow the SIPA Trustee to make
   additional transfers of cash to these customers to bring
   their total transfer amount to the True Up Amount.  In
   advance of a full reconciliation and audit of MFGI's records,
   as modified by the data provided by the DCOs, the SIPA
   Trustee estimates that transfers in this category will exceed
   $1.3 billion of U.S. Segregated Customer Property.

(5) Second Bulk Transfer Accounts.  This category includes
   accounts with only cash or cash equivalents on the Petition
   Date, that have received, via bulk transfer, 60% of the cash
   associated with U.S. exchange-based commodity futures trading
   as part of the Second Bulk Transfer.  The proposed third bulk
   transfer would allow the Trustee to make additional transfers
   of U.S. Segregated Customer Property to these customers to
   bring their total transfer amount to the True Up Amount of
   U.S. Segregated Customer Equity, along with all of the other
   accountholders.

Mr. Kobak tells Judge Glenn that the proposed third bulk transfer
will be the most complex of the three transfers.  In effecting
the proposed third bulk transfer, the SIPA Trustee will rely on
reconciliation data provided by the DCOs to determine what
additional amounts of U.S. Segregated Customer Property for
distribution are required for every MFGI U.S.-commodity customer
account to effect an equalizing pro rata distribution of U.S.
Segregated Customer Equity, he says.  The SIPA Trustee's reliance
on data provided by the CME and other DCOs will allow the SIPA
Trustee to distribute property by bulk transfer as quickly as
possible, he explains.

Overall, the SIPA Trustee believes the amount sought to be
distributed is prudent, and this determination is bolstered by
the CME's offer of further security to the Debtor's estate for
any nonrecovery of potential overpayments by supplementing its
original $250 million guarantee with an additional $300 million,
bringing the total amount of the guarantee to $550 million, Mr.
Kobak states.  He notes that the funds associated with the CME
Guarantee will be available for the benefit of MFGI's former U.S.
commodity futures customers should it ultimately be determined
that, as a result of the Court-approved interim bulk transfer
distributions, any customer has received more than a pro rata
share of the final distribution.  Moreover, the SIPA Trustee's
Motion will enable the SIPA Trustee to make further bulk
transfers or interim distributions as circumstances may permit as
long as the reserve can be maintained, he adds.

The Securities Investor Protection Corporation supports the SIPA
Trustee's Motion.  The SIPC further notes that the 15% to 20%-
reserve should protect against the risk that any distribution to
a customer will exceed the amount to which that customer is
ultimately entitled in the liquidation as a result of a shortfall
in customer property.

                UK Liquidators, et al., Object

The liquidators of MF Global UK and MF Global Hong Kong Ltd. and
various customers oppose the SIPA Trustee's Motion.

Richard Dixon Fleming, Richard Heis and Michael Robert Pink,
joint liquidators of MF Global UK, relate that the balance of its
accounts with MFGI is at least $250 million, of which
approximately $230 million represents amounts held in MFG UK's
segregated omnibus accounts held for the benefit of MFG UK
clients.

Given the potentially significant segregated-account customer
claims on which no distribution has been made and the SIPA
Trustee's proposal to make a substantial distribution to other
customers that would result in a majority of MFGI's former
customers receiving at least two-thirds of their equity in
segregated deposits, any order approving the SIPA Motion must
adequately protect the interests of all of MFGI's former
customers, counsel to the UK Joint Liquidators, Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP, in New York --
debra.dandeneau@weil.com  -- contends.

The UK Joint Liquidators thus ask the Court to require the SIPA
Trustee to: (i) maintain at all times an adequate reserve that
accounts for distributions of equal proportion to those customers
that are not sharing in the SIPA Trustee's interim distributions,
using the method of calculation proposed by the UK Joint
Administrators; and (ii) disclose sufficient information to
enable interested parties and the Court to determine that the
amount of the proposed reserve is adequate, so that all of MFGI's
former customers may be treated fairly.

Patrick Cowley, Fergal Power and Lui Lee Man, Rosalie, joint and
several provisional liquidators of MFG HK, estimate that the
aggregate balance of MFG HK's accounts with MFGI is $9 million,
which represents amounts held in segregated omnibus accounts for
the benefit of clients of MFG UK who sought exposure to U.S. or
foreign-listed commodity futures and options.  Counsel to the HK
Joint Liquidators, Martin N. Flics, Esq., at Linklaters LLP, in
New York -- martin.flics@linklaters.com -- states that they are
concerned that the factual record does not permit them to
determine whether the SIPA Trustee is reserving sufficient
property as to ensure that customers who have not received
assets, and may not received assets in connection with the recent
proposed transfer, are not prejudiced.   To address their
concerns, the HK Joint Liquidators ask the Court to compel the
SIPA Trustee to:

  * make a representation regarding which groups/categories of
    customers have not previously received distributions and are
    not receiving a distribution pursuant to the proposed third
    bulk transfer and of the estimated aggregate balances in
    accounts held by MFGI on account of those customers; and

  * provide for the establishment of a reserve in an amount
    equal to at least: (i) 60% to the total balances of customer
    accounts held by MFGI with respect to customers that have
    not received or will not receive a distribution under the
    Third Bulk Transfer Motion, including, without limitation,
    any accounts of former and current affiliates and non-U.S.
    based customers; or (ii) in the event of subsequent
    distributions to any customer of MFGI exceeding 60%, the
    higher percentage distribution made by the SIPA Trustee.

The Official Committee of Unsecured Creditors complains that the
SIPA Trustee fails to explain his determination that the $2.1
billion is indeed customer property or to verify that those
customers will ultimately be entitled to those distributions.
The SIPA Trustee also fails to adequately protect against
distributions to individual customers of non-customer property or
excessive distributions from customer property, all to the
prejudice of the Chapter 11 Debtors' estates who hold claims
against the MFGI estate and who own MFGI's equity, according to
the Creditors' Committee.  The Creditors' Committee thus asks the
Court that any order granting the SIPA Trustee's Motion should
provide that:

  (a) the order is not a judicial determination that: (i) the
      property being distributed is customer property and (ii)
      the SIPA Trustee has correctly calculated the net equity
      of each customer;

  (b) all distributions are subject to disgorgement or setoff
      against other property held by the SIPA Trustee to the
      extent the distribution proves to have been erroneous;

  (c) no customer will be entitled to receive a distribution
      unless and until it agrees in writing that any action to
      recover the distribution can be brought in and determined
      by the Court; and

  (d) the SIPA Trustee will promptly make available to the
      Creditors' Committee and the Chapter 11 Trustee of the
      Debtors all the MFGI estate's books and records concerning
      its securities and commodities customers' accounts and
      property so that all interim distributions can be
      reviewed.

Queen's Quay Avante Limited and several customers of MFGI also
lodged separate objections to the SIPA Trustee's Motion.  Their
specific concerns include:

  * Queen's Quay asserts that the SIPA Trustee's Motion should
    clarify that the bulk transfer order will include accounts,
    which hold foreign currency and accounts as to which a
    failed or reversed wire transfer created the misimpression
    of a zero balance as of the Petition Date.

  * Sapere Wealth Management, LLC Granite Asset Management, and
    Sapere CTA Fund, L.P. insist that the third bulk transfers
    and distributions should not be made until the first phase
    distribution and transfer owed to Sapere has been made.

  * C. Richard Stark; Steven M. Abraham; Steven M. Abraham
    Revocable Trust; Transcend Investments LLC; Carl E. Berg;
    Daniel Stern; January Stern; Jeffrey Stern; Kenneth Stern;
    Lee B. Stern; Philip B. Sauer; Murray R. Wise; K&W Partners
    LLC; and Mercantile Partners LLC assert thatthe SIPA Trustee
    must devise a broader system, beyond December soybean oil
    receipts, of returning warehouse receipts ratably on the
    same level as all other interim bulk payments, and at the
    same time ascribing to them their appropriate value based on
    the values of the underlying commodities.

  * Merlin Fortune Limited seeks additional information relating
    to, among other, things, the treatment to be given to
    accounts that hold multiple positions in addition to
    holdings designated as segregated, and an interim accounting
    of customer property and other assets of the estate that
    have been collected or identified for collection by the SIPA
    Trustee.

  * TransAlta Energy Marketing (U.S.) Inc. asserts that the SIPA
    Trustee should not be authorized to distribute the
    overwhelmingly percentage of the remaining assets under this
    control, to certain, but not all, group of customers, at
    this early stage.

  * Ag Processing Inc. demands that, as part of any distribution
    approved, the SIPA Trustee distribute further amounts to
    AGP sufficient to restore approximately 67% of AGP's MF
    Global account, which would require the SIPA Trustee to
    transfer an approximate further $408,742 to AGP's account
    with R.J. O'Brien if based on an October, 31, 2011 account
    value.

  * John Cassimatis objects to the Motion to the extent that the
    SIPA Trustee intends to distribute his silver on a pro rata
    basis to other customers (especially to the extent of
    customers that would not be in Mr. Cassimatis' account
    class).

  * Dearborn Capital Mangement LLC, et al. seek assurances that
    the granting of the Third Bulk Transfer Motion and any
    distributions thereunder will not harm or prejudice their
    right to seek future or additional distributions.

  * Alexander Cole, Greenbriar Partners, L.P. and Paul Polger
    propose that any order granting the Third Bulk Transfer
    Motion should not constitute a binding determination
    regarding the characterization of any precious metal
    receipts (or their proceeds) transferred to clients.

  * George Lichtenstein requires the SIPA Trustee to (i) provide
    clear guidance as to the process for the return or transfer
    of physical property and (ii) distribute or transfer 100% of
    Mr. Lichtenstein's property to another FCM, without the
    necessity to calculate the value of physical property or to
    determine the amount of a reserve.

  * Salateen International Ltd. asserts that (a) not less than
    60% of the funds contained in its all-cash account be
    transferred to it immediately; and (b) the SIPA Trustee
    should provide it with information confirming the balance,
    location and status of the Account.

  * Robert W. Goltermann, Patrick O'Malley, and other similarly-
    situated MFGI commodity futures customers object to the
    proposed distribution to the extent that it does not
    incorporate their request that all physical commodities be
    distributed immediately, subject to certain limitations.

Dearborn Capital Management LLC is joined by Grant Park Fund LP;
Wedington Capitals Ltd.; Jonathan A. Reiss; Francis H. Trainer,
Jr.; Brandywine Symphony Preferred Fund, L.P.; Windsail Holdings
SA; Jaqston Trading Limited; AKBF Investments Limited; Investment
Company MG Securities LLC; Diksion Trading Limited; Tribeca Ltd;
Nepless Trading Ltd; Exante Limited; Agrosugar Ltd; Promton
Investments Ltd; Bank Soyuz; Everest Trading SPC; Eldred Holdings
Ltd.; Teltor Global S.A.; Rich Hedging Investment; Gold Spectrum
Trading Co. Ltd; Joystep International Asia Ltd.; John Barrett;
Larry Evangelides and Warren Louis DeMaio Trust.

At the SIPA Trustee's behest, the Court shortened the notice
period with respect to the request so that the SIPA Trustee's
Motion may be heard on December 9, 2011.  Replies, if any, in
support of the SIPA Trustee's Motion will be served no later than
December 7.

Queen Quay is represented by:

        Walter Benzija, Esq.
        Donna H. Lieberman, Esq.
        HALPERIN BATTAGLIA & RAICHT, LLP
        555 Madison Avenue, 9th Floor
        New York, NY 10022
        Tel:(212) 765-9100
        E-mail: wbenzija@halperinlaw.net
                dlieberman@halperinlaw.net

Sapere is represented by:

        John J. Witmeyer III, Esq.
        Jon R. Grabowski, Esq.
        Stephen R. Chuk, Esq.
        FORD MARRIN ESPOSITO WITMEYER & GLESER, L.L.P.
        Wall Street Plaza
        New York, NY 10005
        Tel:(212) 269-4900
        E-mail: jjwitmeyer@fmew.com
                jrgrabowski@fmew.com
                srchuk@fmew.com

           -- and --

        Joseph H. Stallings, Esq.
        HOWARD, STALLINGS, FROM & HUTSON, P.A.
        5410 Trinity Road, Suite 210 (27607)
        P.O. Box 12347
        Raleigh, N.C. 27605
        Tel: (919) 821-7700
        Fax: (919) 821-7703
        E-mail: jstallings@hsfh.com

Merlin Fortune is represented by:

        Gary S. Jacobson, Esq.
        HEROLD LAW, P.A.
        25 Independence Boulevard
        Warren, N.J. 07059-6747
        Tel: (908) 647-1022
        E-mail: gjacobson@heroldlaw.com

TransAlta is represented by:

        Steven Abramowitz, Esq.
        VINSON & ELKINS LLP
        666 Fifth Avenue, Floor 26
        New York, NY
        Tel: (212) 237-0000
        Fax: (212) 237-0100
        E-mail: sabramowitz@velaw.com

AG Processing is represented by:

        John S. Mairo, Esq.
        PORZIO, BROMBERG & NEWMAN, P.C.
        100 Southgate Parkway
        P.O. Box 1997
        Morristown, N.J. 07962-1997
        Tel: (973) 889-4107
        Fax: (973) 538-5146
        E-mail: jsmairo@pbnlaw.com

           -- and --

        Mark Moedritzer, Esq.
        Thomas J. Grever, Esq.
        SHOOK, HARDY & BACON L.L.P.
        2555 Grand Boulevard
        Kansas City, MO 64108-2613
        Tel: (816) 474-6550
        Fax: (816) 421-5547
        E-mail: mmoedritzer@shb.com
                tgrever@shb.com

Mr. Cassimatis is represented by:

        Andrew B. Eckstein, Esq.
        Rocco A. Cavaliere, Esq.
        BLANK ROME LLP
        The Chrysler Building
        405 Lexington Avenue
        New York, NY 10174
        Tel: (212) 885-5000
        Fax: (212) 885-5002
        E-mail: AEckstein@BlankRome.com
                RCavaliere@BlankRome.com

Mr. Cole, et al., is represented by:

        Alissa M. Nann, Esq.
        FOLEY & LARDNER LLP
        90 Park Avenue
        New York, NY 10016
        Tel: (212) 682-7474
        Fax: (212) 687-2329
        E-mail: anann@foley.com

           -- and --

        Geoffrey S. Goodman
        FOLEY & LARDNER LLP
        321 N. Clark Street, Ste. 2800
        Chicago, IL 60654
        Tel: (312) 832-4500
        Fax: (312) 832-4700
        E-mail: ggoodman@foley.com

Salateen is represented by:

        Ronald L. Cohen, Esq.
        Justin L. Shearer, Esq.
        SEWARD & KISSEL LLP
        One Battery Park Plaza
        New York, NY 10004
        Tel.: (212) 574-1200
        Fax: (212) 480-8421
        E-mail: cohen@sewkis.com
                shearer@sewkis.com

Mr. Goltermann, et al., is represented by:

        Vincent P. Schmeltz III, Esq.
        Deborah L. Thorne, Esq.
        BARNES & THORNBURG LLP
        One N. Wacker Drive, #4400
        Chicago, IL 60606
        Tel: (312) 357-1313
        E-mail: tschmeltz@btlaw.com

           -- and --

        David M. Powlen, Esq.
        BARNES & THORNBURG LLP
        1000 N. West Street, Suite 1200
        Wilmington, DE 19801
        Tel: (302) 888-4536
        E-mail: david.powlen@btlaw.com

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Trustee Proposes to Sell Customer Securities Accounts
----------------------------------------------------------------
James W. Giddens, trustee for the liquidation of the business of
MF Global Inc. under the Securities Investor Protection Act, seeks
permission from Judge Martin Glenn to sell, transfer and assign
certain securities accounts of customers to Perrin, Holden &
Davenport Capital Corp.

The Debtor holds approximately 330 accounts for its non-affiliate
securities customers whose funds and securities are subject to
return by the SIPA Trustee pursuant to the SIPA.  The SIPA
Trustee believes that MF Global Inc.'s proceeding will have a
significant impact on many investors and brokerage firms who were
securities customers of MFGI as of the Petition Date.

Against this backdrop and pursuant to Section 78fff-2(f) of the
Securities Investor Protection Act, the SIPA Trustee obtained the
approval of the Securities Investor Protection Corporation for
the expedited process to sell, transfer and assign the non-
affiliate customer accounts.  This process involved solicitations
for Account Transfers to other securities broker dealers through
the aegis of the Financial Industry Regulatory Authority,
postings soliciting proposals on the Court docket and the SIPA
Trustee's Web site, and contacts with entities expressing an
interest in acquiring portions of MFGI's operations.

The SIPA Trustee received one proposal meeting the requirements
Upon review and in consultation with his advisors, the SIPC, the
FINRA and the U.S. Securities and Exchange Commission, the SIPA
Trustee determined that Perrin Holden's proposal met the
requirements set forth in a Nov. 21 announcement of deadline to
submit proposals for the transfer of customer securities
accounts.

On November 29, 2011, the SIPA Trustee and Perrin Holden entered
into a purchase agreement for the sale, transfer and assignment
of substantially all of the Debtor's non-affiliate customer
securities accounts.  The proposed sale however excludes:

  (i) accounts, according to MFGI's books and records, that had
      negative net liquidation value as of the close of business
      on the Petition Date (disregarding pending repurchase
      agreements or reverse repurchase agreements that had not
      been completed) or the owners of which had negative net
      equity under the SIPA on the Petition Date -- Undersecured
      Accounts;

(ii) accounts that were carried by the Debtor solely for the
      purpose of execution on a DVP/RVP basis -- DVP/RVP
      Accounts.

(iii) Affiliate Accounts consisting of:

      (a) all accounts of any director or officer of the Debtor
          or MF Global Holdings Ltd. as of the Petition Date,
          any beneficial owner of five percent or more of any
          class of equity securities of the Debtor or MFGH as of
          the Petition Date, or any other person who, directly
          or indirectly and through agreement or otherwise,
          exercised or had the power to exercise a controlling
          influence over the management or policies of the
          Debtor or MFGH;

      (b) all accounts within the ambit of Section 78lll-2(B) of
          Title 15 of the U.S. Code; and

      (c) all accounts of the affiliates  of the Debtor or MFGH.

In exchange for the Account Transfers, Perrin Holden will pay to
the SIPA Trustee 20% of commission revenue, ticket charge revenue
or other trading-related revenue for the 13-month period
following the delivery of the assigned accounts and 10% of all
the revenue for the following 12-month period.

Perrin Holden further agreed to accept a partial transfer of cash
and securities with respect to the Account Transfers of: (i) the
SIPA net equity of the customers with respect to those accounts,
up to the limits of the SIPC protection, plus (ii) up to 60% of
the net equity.  The Purchaser further agreed to accept a partial
transfer of cash and securities with respect to Account Transfers
of bank, broker and dealer securities accounts of up to 60% of
the net equity.  All funds and securities to be transferred are
from accounts of securities customers segregated under Rule 15c3-
3 of the Securities Exchange Act, and do not involve any
segregated commodity funds.  The SIPA Trustee retains the right
under the Purchase Agreement to lower or increase the percentage
in his sole and absolute discretion.

Pursuant to the Purchase Agreement, Perrin Holden agreed not to
impose any charge upon or seek reimbursement of any expenses from
any customer that seeks to be transferred from the Purchaser to
another firm for a period of three months from the transfer to
the Purchaser of the assigned account.  The Purchase Agreement
also provides an indemnity by the SIPC for missing net equity in
each account up to the SIPC limits.  The SIPC has determined that
the probable cost of the indemnification it has provided to
Purchaser pursuant to the Purchase Agreement can reasonably be
expected not to exceed the cost to the SIPC of satisfying
customer claims under Section 78fff-3(a) and 78fff-3(b) of the
SIPA.

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

James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New
York, explains that using the 60% distribution level above
payment by the SIPA Trustee of up to the SIPC limits of
protection, approximately 85% of customers with assigned MFGI
custody accounts should realize a full and expedited return of
their net equity claims as a result of the Account Transfers.

The remaining customers with net equity claims above $1.25
million would receive substantial recoveries, ranging from 60% to
over 90%, depending upon the size of their claim and their
entitlement the SIPC advances, with a customer holding a net
equity claim of $5 million receiving a distribution of
approximately 70% of its net equity claims, Mr. Kobak says.
Notwithstanding the Account Transfers, all account holders will
have the right to file a proof of claim in the Debtor's SIPA
Proceeding for any balance of securities or cash not transferred,
he adds.

More importantly, the proposed sale will further the prompt and
orderly disposition of customer claims by allowing customers of
the Debtor to receive all or a majority of their net equity in
their accounts, and to exercise control over their accounts at
the earliest date possible with a minimum of disruption, Mr.
Kobak points out.  Selling a large portion of the customer
accounts as promptly as possible will also benefit the Debtor's
estate because the Debtor's estate will avoid the additional
administrative costs which would be incurred should the SIPA
Trustee have to administer customer claims with smaller net
equity values under SIPA in the customer claims process, he
states.

In a memorandum supporting the SIPA Trustee's request, the SIPC
comments that the proposed Account Transfers will be a giant step
toward the satisfaction of the Debtors' securities customers.

                           Parties Object

MPS Global Securities, LLC, and Alter Trading Corporation oppose
the proposed Account Transfers.

MPS Global objects to the Account Transfers if they do not
include the transfer of proprietary accounts of introducing
brokers like MPS Global that, by agreement with MFGI, comply with
elective procedures set forth in the no-action letter issued by
the U.S. Securities and Exchange Committee regarding proprietary
accounts of registered broker-dealers held by other registered
broker dealers.  In the alternative, MPS Global asks the Court to
direct the SIPA Trustee to clarify and confirm that the MPS
Global PAIB Accounts are among the assigned accounts that the
SIPA Trustee will transfer cash and securities in the amounts
that reflect the percentages of net equity that the SIPA Trustee
proposes to transfer with respect to all other Assigned Accounts.

Alter Trading opposes the Account Transfers to the extent it
would result in the transfer of assets held by the SIPA Trustee
in amounts measured by the SIPC insurance proceeds available to
the Debtor's estate or securities customers of the Debtor without
receipt of those proceeds from the SIPC before the transfer.
Counsel to Alter, David D. Farrell, Esq., at Thompson Coburn LLP,
in St. Louis, Missouri -- dfarrell@thompsoncoburn.com -- argues
until the time as the Court can (a) ascertain fully the sources
and uses of customer segregated funds that should have been, but
were or were not held by the Debtor for certain customers or
classes of customers at the Petition Date; and (b) determine
whether account holders have sustained any losses, the extent of
those losses, and what portion of those losses must be borne by
each customer, no assets held by the Debtor should be distributed
to customers except in a fashion that all customers may
ultimately share in the losses attributable to any failures of
Debtor to properly handle and deal with customer assets.

At the SIPA Trustee's behest, the Court shortened the notice
period with respect to the Securities Transfer Motion so that the
Securities Transfer Motion may be heard on December 9, 2011.
Replies, if any, in support of the Securities Transfer Motion
will be served no later than December 7.

MPS Global is represented by:

        Michele A. Coffey, Esq.
        Andrew D. Gottfried, Esq.
        Robert C. Mendelson, Esq.
        Menachem O. Zelmanovitz, Esq.
        MORGAN, LEWIS & BOCKIUS
        101 Park Avenue
        New York, NY 10178
        Tel: (212) 309-6000
        Fax: (212) 309-6001
        E-mail: mcoffey@morganlewis.com
                agottfried@morganlewis.com
                rmendelson@morganlewis.com
                mzelmanovitz@morganlewis.com

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Chapter 11 Trustee L. Freeh Begins Work
--------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved on November 28, 2011, the
appointment of Louis J. Freeh as Chapter 11 trustee in MF Global
Holdings, Ltd. and MF Global Finance USA Inc.'s bankruptcy cases.

On December 1, 2011, the Chapter 11 Trustee obtained a bond of
$26 million for the faithful performance of his official duties
as the Chapter 11 Trustee of the Debtors.

Mr. Freeh also wrote to Judge Glenn and the U.S. Trustee for
Region 2, providing notice of his acceptance of the office of
Chapter 11 trustee in the Debtors' Chapter 11 cases.

Mr. Freeh will oversee the reorganization or liquidation of the
Debtors' assets for the benefit of the Debtors' assets, their
creditors, and other stakeholders.

As previously reported, the bankruptcy judge directed the
appointment of a Chapter 11 trustee in the Debtors' bankruptcy
cases at the behest of the Debtors and the Official Committee of
Unsecured Creditors.

On November 25, 2011, Tracy Hope Davis, the U.S. Trustee for
Region 2, appointed Mr. Freeh as Chapter 11 trustee, subject to
Court approval.

The bankruptcy judge found that Mr. Freeh is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.

Mr. Freeh is represented by:

        Brett H. Miller, Esq.
        Lorenzo Marinuzzi, Esq.
        Melissa A. Hager, Esq.
        MORRISON & FOERSTER LLP
        1290 Avenue of the Americas
        New York 10104-0050
        Tel: (212) 468-8000
        Fax: (212) 468-7900
        E-mail: bmiller@mofo.com
                lmarinuzzi@mofo.com
                mhager@mofo.com


MF GLOBAL: Cash Collateral Stipulation Expires Tomorrow
-------------------------------------------------------
Judge Martin Glenn approved a stipulation extending MF Global
Holdings Ltd and MF Global Finance USA Inc.'s period to use
JPMorgan Chase Bank, N.A.'s cash collateral from November 16 to
December 9, 2011.

Louis J. Freeh, Chapter 11 trustee of the Debtors, and JPMorgan
entered the stipulation on or before the November 30 expiration
of the Debtors' use of cash collateral.

A copy of the Debtors' proposed 13-week forecast of the expected
use of cash collateral is available for free at:

   http://bankrupt.com/misc/MFGlobal_Nov30CashCollForecast.pdf

JPMorgan has not consented to the proposed 13-week forecast and
reserved all of its rights with respect to the forecast.

Judge Glenn will consider the Cash Collateral Motion on a
permanent basis on December 9, 2011.  Nothing in the Parties'
Stipulation is intended to waive the right of the Official
Committee of Unsecured Creditors to object to proposed order
allowing the permanent use of cash collateral.  Any objection to
the Cash Collateral Motion must be filed on or before December 6.

Except as set forth in the parties' stipulations, no other terms
of the Amended Interim Cash Collateral Order will be deemed
amended, waived or otherwise modified by the Parties'
Stipulations and the Amended Interim Cash Collateral Order will
remain in full force and effect.  However, JPMorgan waives any
default under the Amended Interim Cash Collateral Order, as
modified by the Parties Stipulations, arising from the
appointment of the Chapter 11 Trustee.

                  Dominion Entities Object

Virginia Power Energy Marketing Inc. and several commodities
account holders object to the Cash Collateral Motion, citing
grave concerns regarding the reported shortfall in customer
property in MF Global Inc.'s estate.

Counsel to Virginia Power, Dominion Energy Marketing Inc. and
Virginia Electric and Power Company, Dion W. Hayes, Esq., at
McGuirewoods LLP, in Richmond, Virginia, argues that the Cash
Collateral Motion could impair the rights of MFGI's customers and
James W. Giddens, trustee for the liquidation of the business of
MFGI, to obtain the customer property from the Debtors if held by
the Debtors.  "The Court should not permit that injustice to
occur to the customers of MFGI and should deny the further use of
cash collateral by the Debtors," he avers.  Even if the Court
permits the Debtors' use of cash collateral, the use should be
strictly monitored, he argues.  The Debtors seek to use up to $26
million in cash collateral, but they have submitted only a
superficial cash collateral budget that shows the expenditure of
only $4.9 million in cash collateral in the 10-week period that
the Debtors' budget covers, he points out.  He further contends
that a good faith funding for the Liquidity Facility Lenders is
premature and should not be made until the time as the Court can
hear evidence and determine whether the Liquidity Facility
Lenders and their agents did, indeed, act in good faith.  At a
minimum, the finding should not be granted until the various
government agencies have completed investigating the collapse of
the Debtors and MFGI and made their findings public, he adds.

Sapere Wealth Management, LLC, Granite Asset Management, and
Sapere CTA Fund, L.P. join in Dominion's Objection to the Cash
Collateral Motion.  Claimants C. Richard Stark; Steven M.
Abraham; Steven M. Abraham Revocable Trust; Transcend Investments
LLC; Carl E. Berg; Daniel Stern; January Stern, Jeffrey Stern,
Kenneth Stern, Lee B. Stern, Philip B. Sauer, Murray R. Wise, K&W
Partners LLC and Mercantile Partners LLC adopt the arguments of
Dominion and Sapere.

The Commodity Customer Coalition submitted an amended objection
to emphasize the importance of treating commodity customer funds
with the absolute priority to which they are entitled under the
Commodity Futures Trading Commission Regulations and the
Bankruptcy Code.  "Because it seems unlikely that the Debtors can
unequivocally prove title to the Cash Collateral Fund (in light
of reports of commingling and use of commodity customers'
segregated funds to pay shortfalls at Chase), it is inappropriate
for them to use the Cash Collateral Fund, much less give liens on
unencumbered property in exchange for such use," counsel to the
CCC, James L. Koutoulas, Esq., in Chicago, Illinois, argues.  The
CCC thus asks the Court to require the Debtors and the SIPA
Trustee to prepare a report that: (i) details the payments that
have been made on the Chase Liquidity Facility and (ii)
demonstrates the extent to which any unencumbered assets of the
Debtors have been purchased with, maintained, or in any way paid
for out of Customer Segregated Funds.

In separate letters, Chris Giordano and William Somers object to
the extent JPMorgan attempts to gain super-priority rights over
customers.  The customers complain that the way the Cash
Collateral Order is written, it gives MFGH enough leeway where it
could potentially continue engaging in the very same risky trades
that bankrupted the firm.

Mr. Koutoulas can be contacted at:

        James L. Koutoulas, Esq.
        c/o Typhon Capital Management
        190 S. LaSalle St. #3000
        Chicago, IL 60603
        Tel: (312) 836-1180
        E-mail: jk@typhoncap.com

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Asks for Jan. 17 Extension for Schedules and Statements
------------------------------------------------------------------
Louis J. Freeh as Chapter 11 trustee in MF Global Holdings, Ltd.
and MF Global Finance USA Inc.'s bankruptcy cases, asks the
bankruptcy court to extend the Debtors' time to file (a) schedules
of assets and liabilities, (b) schedules of current income and
expenditures, (c) statements of financial affairs, (d) statements
of executory contracts and unexpired leases, and (e) a list of
equity security holders, through and including January 17, 2012.

The Debtors' current deadline to file the Schedules and
Statements will expire on December 14, 2011.

Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York,
argues that cause exists to extend the current deadline for
filing the Schedules and Statements.   He asserts that given the
size and complexity of the Debtors' businesses, the Chapter 11
Trustee has a significant amount of information to prepare in
order to file the Schedules and Statements.  The Chapter 11
Trustee was appointed on November 28, 2011 and has not had
sufficient time to review the multitude of information contained
in the books, records and documents relating to the copious
transactions at numerous locations, he reasons.

The Court will consider the Chapter 11 Trustee's request on
December 9, 2011.  Objections are due no later than December 8.

                         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: Lowey Dannenberg Files Class Action Suit Against Firm
----------------------------------------------------------------
Lowey Dannenberg Cohen & Hart, P.C. has filed a class action
against Jon Corzine and MF Global's officers, directors and
underwriters in the United States District Court for the Southern
District of New York on behalf of investors who purchased the
publicly traded securities of MF Global Holdings Ltd.

If you purchased MF Global publicly traded securities from
November 5, 2009 through Oct. 31, 2011 (the "Class Period"),
including MF Global notes issued in connection with MF Global's
Feb. 11, 2011 offering of the 1.875% Convertible Senior Notes,
Aug. 2, 2011 offering of the 3.375% Convertible Senior Notes, or
Aug. 8, 2011 offering of the 6.25% Senior Notes, you may want to
consider your recourse for your losses. Investors wishing to act
as Lead Plaintiff in this litigation have until January 3, 2011 to
file their application with the Court.

               About Lowey Dannenberg Cohen & Hart

Lowey Dannenberg has represented sophisticated clients in complex
litigation for more than 40 years. The firm's principal fields of
practice are investor representation, healthcare cost recovery,
antitrust, bankruptcy and creditors rights, and consumer
protection. We have achieved many notable successes over the years
that have resulted in recoveries totaling billions of dollars for
our clients. You can count on Lowey Dannenberg to invest the time,
energy, resources and legal skill to achieve a recovery in your
best interest. For more information see www.lowey.com .

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

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


MF GLOBAL: Entwistle & Cappucci Files Securities Action
--------------------------------------------------------
Entwistle & Cappucci LLP, a prominent New York law firm
specializing in securities litigation, gives notice of a class
action lawsuit filed against certain senior executives of MF
Global Holdings Ltd. based upon their allegedly false and
misleading statements and omissions in connection with the
Company's July 28, 2011 offering of 3.375% Convertible Senior
Notes due 2018 (cusip:55277JAB4) and Aug. 3, 2011 offering of
6.250% Senior Unsecured Notes due 2016 (cusip:55277JAC2).

The lawsuit was brought on behalf of all persons and entities,
except Defendants and their affiliates, who purchased or otherwise
acquired the Notes in or traceable to the Offerings, and were
damaged thereby.

The action arises out of the Company's financial implosion, which
was allegedly caused by the Defendants' wholesale disregard for
its purported risk management and internal controls, as they
sought to transform the Company from a broker-dealer into a full
service investment bank at all costs.  Part of this "strategic"
transformation included increasing the Company's own proprietary
trading in highly risky European sovereign debt.  As set forth in
more detail in the operative complaint, based upon the insatiable
risk appetite of MF Global's Chief Executive Officer, Defendant
Jon S. Corzine, the Company invested billions of dollars in
European sovereign debt at a time when the Company was
undercapitalized and struggling with severe liquidity issues.
This strategy utterly failed and Defendants sought to bail out the
Company by raising desperately needed capital through allegedly
false and misleading public statements and omissions in connection
with the Offerings.  In this regard, the complaint alleges the
Defendants made numerous material misrepresentations and omissions
of material facts in the Offering materials and documents
incorporated by reference therein, concerning, among other things,
the adequacy of the Company's risk management, its liquidity and
internal controls.

Less than three months after MF Global raised $650 million from
Class Members, the Company filed for involuntary Chapter 11
bankruptcy. By that time, the 3.375% Notes and the 6.250% Notes
had lost approximately 60% and 55% of their value, respectively,
since the time of the Offerings.

The action alleges that as a result of the Defendants' materially
false and misleading statements and omissions of material facts,
they are liable for violations of Sections 11 and 15 of the
Securities Act of 1933.  The suit seeks damages for Class Members
based upon this wrongdoing.

                        About Entwistle & Cappucci

Entwistle & Cappucci is a national law firm providing top-flight
legal representation and exceptional service to clients that
include major public corporations, a number of the nation's
largest public pension funds, governmental entities, leading
institutional investors, domestic and foreign financial services
companies, emerging business enterprises and individual
entrepreneurs.

                        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)


MFJT LLC: Hearing on Cash Access Continued Until Dec. 20
--------------------------------------------------------
the U.S. Bankruptcy Court for the Northern District of Illinois
has continued until Dec. 20, 2011, at 10:00 a.m., the hearing to
consider MFJT LLC's request for use of cash collateral.

Previously the Debtor was authorized to access cash collateral of
BACM 2007-3 Alsip Complex LLC.

As reported in the Troubled Company Reporter on Nov. 3, 2011, the
Debtor will only make the expenditure set forth in the budgets
plus no more than 10% of the proposed expense payments set forth
in the budgets unless otherwise agreed by the lender or upon
further order of the Court.

The lender will be granted valid, perfected, enforceable security
interests in the Debtor's post-petition assets to the extent and
priority of its alleged pre-petition liens, if valid, but only to
the extent of any diminution in the value of the assets.

                          About MFJT, LLC

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II - is the owner and operator of two separate
residential projects in Alsip and Merrinette Park, Illinois,
commonly known as Somerset Park Apartments and Somerset II.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 11-11819) on March 22, 2011.  Arthur G. Simon, Esq.,
David K. Welch, Esq., and Jeffrey C. Dan, Esq., at Crane Heyman
Simon Welch & Clar, in Chicago, serve as the Debtor's bankruptcy
counsel.  The Debtor proposes to employ Tailwind Services, LLC as
its financial advisor.  The Debtor disclosed $16,137,365 in assets
and $17,952,853 in liabilities as of the Chapter 11 filing.


MFJT LLC: Has Until Feb. 29 to Solicit Plan Votes from Creditors
----------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois extended until Feb. 29, 2012, MFJT,
LLC's exclusive period to solicit acceptances for the proposed
Plan of Reorganization.

The Debtor explained that it needed more time to pursue an exit
strategy in the Chapter 11 case.  The Debtor is negotiating with
creditors regarding their treatment under the Plan.  There are 24
classes of creditors in the Plan, only two of which have objected
thus far.  The Debtor believes that it will be able to defeat the
objections of the two objecting creditors and successfully
continue with negotiations involving other creditors.  The Debtor
noted that the termination of the solicitation exclusive period
could unnecessarily complicate the reorganization process and
cause delays in confirming the Plan as well as confusion among the
creditor constituencies.

                          About MFJT, LLC

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II - is the owner and operator of two separate
residential projects in Alsip and Merrinette Park, Illinois,
commonly known as Somerset Park Apartments and Somerset II.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 11-11819) on March 22, 2011.  Arthur G. Simon, Esq.,
David K. Welch, Esq., and Jeffrey C. Dan, Esq., at Crane Heyman
Simon Welch & Clar, in Chicago, serve as the Debtor's bankruptcy
counsel.  The Debtor proposes to employ Tailwind Services, LLC as
its financial advisor.  The Debtor disclosed $16,137,365 in assets
and $17,952,853 in liabilities as of the Chapter 11 filing.


MOORE SORRENTO: Wells Fargo Paid on 7th Anniv. of Effective Date
----------------------------------------------------------------
Moore Sorrento, LLC, filed on Nov. 17, 2011, a First Amended
Disclosure Statement with respect to the Debtor's First Amended
Plan of Reorganization for Moore Sorrento, LLC, with the U.S.
Bankruptcy Court for the Northern District of Texas.

Under the Plan, the Reorganized Debtor will market and, as soon as
reasonably practicable, sell the Pad Sites free and clear of Wells
Fargo's Liens, which Liens will attached to the proceeds.  The net
proceeds will be paid into the Construction Reserve Account.

After the Operating Reserve Account and the Operating Reserve
Account ($75,000) are constituted, any Excess Funds will be paid
to Wells Fargo for application against its Allowed Class 2 Claim.

Except as otherwise expressly provided in the Plan, Distributions
to any Creditor under the Plan will be made by the Reorganized
Debtor from the income and expense reimbursement from the Shopping
Center.

The Plan classifies various claims and interests against the
Debtor.  All classes of claims are estimated to have 100% recovery
under the Plan.

Any holder of a General Unsecured Claim may make an election under
Section 5.1(a) of the Plan to be treated as a Class 1 Convenience
Claim.  Class 1 Convenience Claims will receive a single cash
payment equal to 100% of the Allowed Claim without interest on the
60th day after the Effective Date.

The Class 2 Wells Fargo Secured Claim is estimated to be
$39.87 million.  The Class 2 Claim, as renewed and extended
pursuant to the Plan, will be due and payable on the 7th
anniversary of the Effective Date.  Class 2 is Impaired.

Class 3 Crandall Secured Claim is estimated to be $40,595.
Subject to the satisfaction of all conditions set forth in Section
5.3(a) of the Plan, Crandall will receive 3 substantially equal
monthly installments equal to the amount of the Allowed Crandall
Secured Claim, without interest.  Class 3 is Impaired.

Class 4 JC Penney Claim is estimated to be $571,429.  In
satisfaction of the unpaid balance of the Allowed JC Penney Claim
remaining after the Distribution required by Section 5.4(a) of the
Plan is made, JC Penney will receive 48 substantially equal
Distributions, but without interest.  Class 4 is Impaired.

The total of the Initial Class 5 T.I. Tenants Claim Amounts as of
the entry of the T.I. Order was $296,821.  On that date which is
the first Business Day that is at least 60 days after the Plan
Effective Date, if any amount of a T.I. Tenant's Allowed T.I.
Claim remains unpaid, such T.I. Tenant Class 5 will be paid in
full, without interest.  Class 5 is Impaired.

Glass 6 General Unsecured Claims is estimated to be $507,767.
Class 6 will receive the allowed claim amount in 60 installments
without interest.  Class 6 is Impaired.

Class 7 Secured Tax Claim is estimated to be $270,000.  Class 7
will be paid through substantially equal monthly payments, each
including both principal and interest, without penalties,
beginning on the the first day of the first calendar month more
than 60 days after the Effective Date, with the final payment
being due and payable on Aug. 16, 2016.  Class 7 is Impaired.

Class 8 Insider Claims is estimated to be $973,062.  No
Distribution will be made by the Reorganized Debtor on account of
an Allowed Class 8 Claim until all payments required to satisfy
Allowed Claims in Classes 1-7 have been made.

Class 9 Interests in the Debtor is Impaired.  Collins and Lippman
will make a capital contribution to the Debtor in the total amount
of $1.0 million.  The Capital Contribution will be paid into the
Construction Reserve Account established pursuant to Section 7.12
of the Plan via four contributions of $250,000 each.  In
consideration of this Capital Contribution, Holders of Class 9
Interests will retain their Interests.

In further consideration of the Capital Contribution, the
Reorganized Debtor will be deemed to have released all Causes of
Action as of the Effective Date against Collins and Lippman and
their Affiliates as set forth in Section 7.6 of the Plan.

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

         http://bankrupt.com/misc/mooresorrento.dkt97.pdf

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.


MPG OFFICE: Completes $11.25 Million Mezzanine Financing
--------------------------------------------------------
MPG Office Trust, Inc., has completed an $11.25 million mezzanine
financing secured by the Plaza Las Fuentes office property located
in Pasadena, California.  Net proceeds from the financing,
totaling approximately $11 million, will be used for general
corporate purposes.

The mezzanine loan bears interest at a fixed rate equal to 9.875%,
matures on Aug. 9, 2016, and is locked out from prepayment until
June 30, 2013.  Thereafter, the mezzanine loan can be repaid at
any time prior to maturity, in whole or in part, without payment
of any prepayment penalty or premium.

The Plaza Las Fuentes office property is also encumbered by a
$33.6 million variable-rate senior mortgage loan that matures on
Aug. 9, 2016.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company also reported net income of $129.05 million on $249.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $45.79 million on $258.53 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.30
billion in total assets, $3.20 billion in total liabilities and a
$903.10 million total deficit.


MSR RESORT: New Trump Offer for Doral Golf Is $20MM Less
--------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that Donald Trump is still buying the Doral Golf Resort and Spa in
Miami, although the price he agreed to pay in the final contract
was $150 million, or $20 million less than when the sale was
announced in October.  The owners of the five resorts that Paulson
& Co. and Winthrop Realty Trust foreclosed early this year
announced in October that Trump signed up to buy Doral for
$170 million.  The resorts said they wouldn't seek court approval
until the time for Trump's due diligence expired.

According to the report, when the period for investigation lapsed
in late November, Mr. Trump signed a new contact, although the
purchase price was reduced from $170 million to $150 million.
The resorts filed papers in bankruptcy court on Dec. 2 for
approval of procedures to hold an auction to learn if someone else
will pay more than Trump. If outbid, Trump will earn a
$4.5 million breakup fee.

The report relates that Mr. Trump's contract requires terminating
the existing management arrangement with an affiliate of Marriott
International Inc.  If it turns out that ending the Marriott
arrangement results in a "material detrimental financial effect on
the net proceeds of the sale," the owner can cancel the deal by
paying Trump a $2 million fee.

Mr. Rochelle discloses that the owners will retain the 131-acre
White Course for later commercial or residential development.  A
hearing is scheduled in bankruptcy court on Dec. 19 for approval
of auction and sale procedures.

When Trump's offer was $170 million, Paulson and Winthrop said
that the price implied a value for all the resorts "significantly"
exceeding the $1.5 billion in debt.

                           About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the $1.5
billion in debt.


NALCO CO: S&P Upgrades Corporate Credit Rating From 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on Ecolab Inc. to 'BBB+' from 'A'
following the closing of its acquisition of Nalco Holding Co., the
holding company and parent of Nalco Co. "The outlook is stable. At
the same time, we lowered our ratings on the company's existing
senior unsecured notes to 'BBB+' from 'A'. All ratings were
taken off CreditWatch with negative implications where we placed
them on July 20, 2011, following Ecolab's announcement of its plan
for the acquisition," S&P said.

"At the same time we assigned our 'BBB+' rating to the company's
proposed approximately $4 billion in senior unsecured debt. Our
rating is based on preliminary terms and conditions. Ecolab will
use the proceeds from the proposed debt, which it expects to issue
in several tranches with varying maturities, to partly fund the
acquisition," S&P said.

"We also raised our corporate credit rating on Nalco Co. to 'BBB+'
from 'BB-'. The outlook is stable. We also raised our ratings on
Nalco's senior unsecured debt to 'BBB+' from 'BB+'. We removed our
corporate credit rating and ratings on Nalco's senior unsecured
debt from CreditWatch with positive implications, where we placed
them on July 20, 2011. We will withdraw all of our ratings on
Nalco's debt when Ecolab pays it down as planned," S&P said.

"Our rating on the company's $3.5 billion commercial paper (CP)
program remains unchanged at 'A-2'. The program is backstopped by
two new revolving credit facilities totaling $3.5 billion," S&P
said.

"Ecolab has utilized CP mainly as part of its initial funding of
the acquisition," said Standard & Poor's credit analyst Paul
Kurias. "It plans to pay down a large portion of outstanding CP,
using a part of the proceeds from the approximate $4 billion
planned debt. The approximate $4 billion in proposed debt, along
with $500 million in senior unsecured notes already issued and
$3.7 billion in equity issuance proceeds, constitutes the funding
for the approximately $8.4 billion (including fees and expenses)
acquisition. The roughly $8.4 billion acquisition cost includes
about $2.7 billion in debt at Nalco. Ecolab has paid down about
$1.2 billion of this debt at closing and plans to pay down the
balance amount in the near future."

"The ratings on Ecolab reflect the increase in debt leverage at
the company following the Nalco acquisition. Although the
acquisition has improved Ecolab's business risk profile to
excellent from strong, offsetting some of the added financial
risk, we believe that the acquisition-related increase in
debt and $1 billion in announced share repurchases result in an
overall deterioration in credit quality. Pro forma for the close
of the transaction and share buybacks, we expect the ratio of
funds from operations (FFO) to total debt to be roughly 20%,
compared with about 56% as of Sept. 30, 2011. Based on our
operating forecast for the combined company, we expect that this
ratio will strengthen to the 25% to 30% range by year-end 2012,"
S&P said.

"The company's demonstrated ability to generate cash provides a
critical underpinning to the ratings. Management has stated its
commitment to pay down debt with a major portion of cash flow
following the acquisition and announced share buybacks. This,
along with Ecolab's track record of steady operational earnings
despite weak economic growth, supports our view that leverage-
related credit measures will strengthen in 2012-2013. We believe
the current ratings will also withstand the integration and
execution risks associated with an acquisition that is large
relative to Ecolab's existing operations, and we recognize the
company's track record of effectively integrating smaller
acquisitions into its operations," S&P said.

"In our view, the acquisition adds a high-EBITDA-margin business
with good growth prospects and favorable long-term demand
fundamentals. It will significantly expand its market
opportunities while retaining the company's leading market shares,
expanding diversity, and leveraging its research and development
and technological strengths. Nalco's service-intensive product
offerings complement Ecolab's own service-oriented strategic
focus, which has been important to achieving its consistently high
profitability, while providing the combined company with cross-
selling opportunities. Ecolab is a global leader in products and
services relating to cleaning, sanitizing, food safety, and
infection prevention control. Nalco is a global leader in
chemicals, equipment, and process improvement services for raw
water and wastewater treatment. Both businesses benefit from
favorable long-term global trends, including sustained economic
growth and development around the world, favorable demographic
trends, increasing standards of living, and the scarcity
of water -- all raising awareness of the company's services and
products," S&P said.

"A key credit strength is the relative predictability and
consistency of operating results, which arises in part from the
firm's high proportion of recurring business, its strong value
proposition to customers, and the ability to pass on cost
increases to customers through effective pricing strategies
and a highly developed sales force. As a result, we believe that
Ecolab can maintain EBITDA margins in the high-teen to low-20%
levels throughout the business cycle," S&P said.

"The stable outlook reflects our view that Ecolab's competitive
strengths will support consistent operating results despite the
prospects for slow economic growth. We expect the company to
successfully manage the challenges of integrating a large
acquisition relative to its previous operations. We also
believe that the combination will result in free cash flow
generation to support gradual debt reduction, and assume that
management will continue to support improvement in leverage
related credit metrics," S&P said.

"We could lower ratings if integration challenges result in
deteriorating operating performance or increased debt levels
without indication of any near-term improvement," Mr. Kurias
continued. "This could happen if with the company experiences flat
revenue growth and a decline in EBITDA margins to 17% or lower.
This would result in the ratio of FFO to total debt declining
below 20%."

"We could consider a modest one-notch upgrade if Ecolab integrates
Nalco and derives synergies faster than anticipated so that EBITDA
improves well above our expectations in the 20% area. In such a
scenario, we would expect FFO to total debt would improve to at
least the high end of 25% to 30% range and remain so, supported by
operating gains and management's financial policies," S&P said.


NATIONAL CENTURY: VI/XII Trust Files Third Quarter Report
---------------------------------------------------------

                       Current        Paid to       Balance
                       Quarter        Date          Due
                       -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation       -              -             -
2. Fees for Attorney for
   Trustee                   -              -             -
3. Fee for Attorney for
   Debtor             $233,380    $10,124,281             -
4. Other professionals   39,989      5,441,031             -
5. All expenses,
   including trustee    15,268     12,384,506             -

B. DISTRIBUTIONS:
6. Secured Creditors          -    494,353,519             -
7. Priority Creditors         -              -             -
8. Unsecured Creditors        -              -             -
9. Equity Security
   Holders                   -              -             -
10. Other Payments or
   Transfers                 -     54,281,571             -
                    ----------    -----------    ----------
Total Plan Payments    $288,637   $576,584,909             -
                    ==========    ===========    ==========

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY: UAT Files Third Quarter Report
------------------------------------------------

                       Current        Paid to       Balance
                       Quarter        Date          Due
                       -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation       -              -             -
2. Fees for Attorney for
   Trustee                   -              -             -
3. Fee for Attorney for
   Debtor              $24,802    $16,232,358             -
4. Other professionals   34,773     11,849,962             -
5. All expenses,
   including trustee   242,378     23,691,974             -

B. DISTRIBUTIONS:
6. Secured Creditors          -              -             -
7. Priority Creditors         -              -             -
8. Unsecured Creditors        -    205,936,188             -
9. Equity Security
   Holders                   -              -             -
10. Other Payments or
   Transfers                 -              -             -
                    ----------    -----------    ----------
Total Plan Payments    $301,953   $257,710,482             -
                    ==========    ===========    ==========


                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NEVADA CANCER: Section 341(a) Meeting Scheduled for Jan. 5
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
of Nevada Cancer Institute Holdings Co. on Jan. 5, 2012, at 2:00
p.m.  The meeting will be held at 341s Foley Bldg., Rm 1500.

Creditors are requested to file their proof of claim by April 4,
2012.

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 Nevada Cancer

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer filed for bankruptcy (Bankr. D. Nev. Case No. 11-
28676) on Dec. 2, 2011.  The Debtor estimated assets of $10
million to $50 million and estimated debts of $100 million to $500
million.  Lisa Madar signed the petition as secretary.

The Debtor said in the petition that it it has been facing
significant financial pressures.  These pressures arise from the
protracted decline in the economy, decreases in medical
reimbursement rates from managed care payor entities, increases in
operational costs, decreases in the amount and availability of
charitable donations, a reduction in research funding
opportunities and increased competition.

The Debtor is represented by:

         Dawn M. Cica, Esq.
         LEWIS AND ROCA LLP
         3993 Howard Hughes Parkway, Suite 600
         LAS VEGAS, NV 89169-5996
         Tel: (702) 949-8200
         E-mail: dcica@lrlaw.com


NEVADA CANCER: Opposes Patient Care Ombudsman Appointment
---------------------------------------------------------
Nevada Cancer Institute asks the U.S. Bankruptcy Court for the
District of Nevada to enter an order finding that the appointment
of a patient care ombudsman is not necessary for the protection of
patients.

Section 333(a)(1) of the Bankruptcy Code provides "If the debtor .
. . is a health care business, the court shall order, not later
than 30 days after the commencement of the case, the appointment
of an ombudsman to monitor the quality of patient care and to
represent the interests of the patients of the health care
business unless the court finds that the appointment of such
ombudsman is not necessary for the protection of patients under
the specific facts of the case."

The Debtor asserts that the appointment of an ombudsman is not
necessary for the protection of patients in this case in light of:
(i) the preexisting internal and external safeguards for patient
care and safety; (ii) the low incidence of patient complaints
received by the Debtor; (iii) the discrete outpatient medical
services provided by the Debtor; and (iv) the limited period of
time that the Debtor will operate its business in chapter 11.

                         About Nevada Cancer

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer filed for bankruptcy (Bankr. D. Nev. Case No. 11-
28676) on Dec. 2, 2011.  The Debtor estimated assets of $10
million to $50 million and estimated debts of $100 million to $500
million.  Lisa Madar signed the petition as secretary.

The Debtor said in the petition that it it has been facing
significant financial pressures.  These pressures arise from the
protracted decline in the economy, decreases in medical
reimbursement rates from managed care payor entities, increases in
operational costs, decreases in the amount and availability of
charitable donations, a reduction in research funding
opportunities and increased competition.

The Debtor is represented by Dawn M. Cica, Esq., at Lewis and Roca
LLP, in Las Vegas.


NEVADA CANCER: Seeks to Employ Kurtzman Carson as Claims Agent
--------------------------------------------------------------
Nevada Cancer Institute seeks permission from the U.S. Bankruptcy
Court for the District of Nevada to employ Kurtzman Carson
Consultants LLC as its claims and noticing agent.  KCC will, among
other things:

   (a) relieve the Clerk's Office of all noticing under any
       applicable bankruptcy rules and processing of claims;

   (b) upon request, satisfy the Court that KCC has the capability
       to efficiently and effectively notice, image proofs of
       claim, docket, and securely maintain all proofs of claim;

   (c) prepare and serve required notices in this chapter 11 case;

   (d) assist the Debtor with preparation of its schedules of
       assets and liabilities and statements of financial affairs;
       and

   (e) process, image and docket all proofs of claim filed in the
       Debtor's case on the Court's electronic docketing system
       and KCC's claims database within 48 hours of receipt.

KCC's consulting services rates are:

     Position                           Hourly Rate
     --------                           -----------
     Clerical                            $40 - $60
     Project Specialist                  $80 - $140
     Technology/Programming Consultant  $100 - $200
     Consultant                         $125 - $200
     Senior Consultant                  $225 - $275
     Senior Managing Consultant         $295

The Debtor paid Kurtzman Carson a retainer $55,000 prior to the
Petition Date.

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

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer filed for bankruptcy (Bankr. D. Nev. Case No. 11-
28676) on Dec. 2, 2011.  The Debtor estimated assets of $10
million to $50 million and estimated debts of $100 million to $500
million.  Lisa Madar signed the petition as secretary.

The Debtor said in the petition that it it has been facing
significant financial pressures.  These pressures arise from the
protracted decline in the economy, decreases in medical
reimbursement rates from managed care payor entities, increases in
operational costs, decreases in the amount and availability of
charitable donations, a reduction in research funding
opportunities and increased competition.

The Debtor is represented by Dawn M. Cica, Esq., at Lewis and Roca
LLP, in Las Vegas.


NEVADA CANCER: Seeks to Employ A&M as Restructuring Managers
------------------------------------------------------------
Nevada Cancer Institute asks the U.S. Bankruptcy Court for the
District of Nevada for permission to engage Alvarez & Marsal
Healthcare Industry Group, LLC, to provide management personnel.

The Debtor currently does not have Chief Executive Officer and
Chief Operating Officer, and has lost other key personnel over the
past six to seven months.

In connection with this engagement, A&M will make available to the
Company:

   (i) George D. Pillari, who will serve as the Chief
       Restructuring Officer for the Company;

  (ii) Steven Kraus, who will serve as Chief Financial Officer and
       Treasurer;

(iii) Diane Rafferty, who will serve as Vice President, Quality
       and Outcomes for the Company;

  (iv) Such additional personnel as are necessary to assist Mr.
       Pillari, Mr. Kraus and Ms. Rafferty in the performance of
       the duties.  Initially, the Additional Personnel will
       consist of Raul Smith (Senior Associate), Milen Hayriyan
       (Associate), and Erica Lister (Associate), each of whom
       will be designated to serve as an Assistant Vice President,
       Finance.

The services of these individuals include, among other things:

   -- being responsible for the management, as directed by the
      Board, of the Debtor's business activities, including
      working with the Board and other members of the Debtor's
      management team to achieve the Debtor's restructuring
      objectives;

   -- serve as the principal business contact for the Debtor in
      negotiations and communications with the Debtor's lenders
      and other creditors;

   -- manage the Debtor's accounting and treasury functions and
      the preparation of financial reports;

   -- assist the Debtor in its compliance with legal and
      regulatory requirements relating to its operations; and

   -- advise the Board regarding the Debtor's restructuring
      alternatives and objectives.

The hourly rates of A&M's professionals are:

                   Mr. Pillari        $675 per hour
                   Mr. Kraus          $525 per hour
                   Ms. Rafferty       $550 per hour
                   Raul Smith         $450 per hour
                   Milen Hayriyan     $425 per hour
                   Erica Lister       $375 per hour
                   Brian Frank        $375 per hour

In addition, the Debtor will reimburse A&M for its reasonable out-
of-pocket expenses incurred in connection with its services.

The Engagement Letter provides for indemnification of A&M and its
personnel in connection with its engagement.

Since the beginning of its retention by the Debtor, A&M has
received prepetition payments from the Debtor totaling $3,303,273
in the aggregate, including an initial retainer payment of
$250,000.

To the best of the Debtor's knowledge, A&M and those of its
personnel are disinterested persons, who do not hold or represent
an adverse interest to the Debtor's estate.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer filed for bankruptcy (Bankr. D. Nev. Case No. 11-
28676) on Dec. 2, 2011.  The Debtor estimated assets of $10
million to $50 million and estimated debts of $100 million to $500
million.  Lisa Madar signed the petition as secretary.

The Debtor said in the petition that it it has been facing
significant financial pressures.  These pressures arise from the
protracted decline in the economy, decreases in medical
reimbursement rates from managed care payor entities, increases in
operational costs, decreases in the amount and availability of
charitable donations, a reduction in research funding
opportunities and increased competition.

The Debtor is represented by Dawn M. Cica, Esq., at Lewis and Roca
LLP, in Las Vegas.  Kurtzman Carson Consultants LLC is the claims
and notice agent.


NEWARK HOUSING: S&P Lowers Rating on Rent-Backed Bonds to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
Newark Housing Authority (NHA), N.J.'s series 2004 and 2007 Port
Authority-Port Newark Marine Terminal additional rent-backed bonds
eight notches to 'BB' from 'AA-'. The outlook is negative.

"The downgrade reflects our view of the debt service reserve fund
no longer being invested in an MBIA Insurance Corp. guaranteed
investment contract, which was an integral component of the
rating; and subsequent lower investment earnings resulting in
pledged revenues to meet debt service of less than 1x," said
Standard & Poor's credit analyst Anita Pancholy.

"The lower rating also reflects our view of NHA's lack of
corrective actions to find a substitute guaranteed investment
sufficient to fully cover the required debt service payments. The
Port Authority of New York and New Jersey (PANYNJ; AA-/Stable)
continues to meet its contractual obligations, which was a
component of the rating," S&P said.

"NHA management engaged a financial advisor to propose
alternatives to resolve the deficiencies. However, we believe it
is likely that pledged revenues will not equal 1x for fiscal 2011
and management will again use transfers from the construction fund
to meet its Jan. 1, 2012, debt service payment. Because we view
the absence of corrective actions as a major credit weakness, and
with no known solution to ongoing deficiencies in pledged
revenues, the rating is no longer investment-grade," Ms. Pancholy
added.

"Securing the bonds are annual payments the authority receives
from PANYNJ, together with investment earnings from a three-month
debt service reserve fund that has no replenishment provisions.
Upon the issuance of NHA's 2004 bonds, the debt service reserve
fund was invested in an MBIA guaranteed investment contract, which
was coterminus with the bond maturity. We had based the 'AA-'
rating on the weaker of our view of PANYNJ's creditworthiness and
the contract's highly rated guarantor," S&P said

"The negative outlook reflects our view that pledged revenues will
not likely meet debt service requirements during the next 12-18
months. The outlook also reflects our assessment of the
uncertainty regarding plans to replace the absent pledged
investment earnings revenue stream. Without a plan that maintains
pledged revenues at a level that covers debt service 1x, we could
lower the rating further. A plan that provides sufficient revenues
to maintain 1x coverage could lead us to revise the outlook to
stable," S&P said.


NEWPAGE CORP: Creditors Seek Info On Cerberus, NewPage Ties
-----------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that NewPage Corp.'s
unsecured creditors committee asked a bankruptcy judge on Friday
for permission to investigate the company's ties to its owner,
private equity firm Cerberus Capital Management LP, which
allegedly owns controlling portions of the company's debt and
equity.  Law360 relates that the creditors' committee asked the
court to compel Cerberus to produce documents relating to the
managerial and financial relationship between the private equity
firm and the distressed paper company, which might help them
better analyze the bankruptcy estate.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEWPAGE CORP: Creditors Seeking to Investigate Cerberus
-------------------------------------------------------
Although NewPage Corp. has said that unsecured creditors are
"hopelessly out of the money," the official committee representing
unsecured creditors is seeking permission to investigate Cerberus
Capital Management LP, which acquired paper maker NewPage in 2005.

Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that the Creditors Committee's motion is spare in description of
issues to be investigated.  The motion notes that Cerberus or
affiliates purchased debt owing by NewPage.  The motion said there
are also "potential" claims that NewPage made "avoidable"
transfers to Cerberus.  The motion for authority to investigate is
on the bankruptcy court's calendar for Dec. 13.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NII CAPITAL: Moody's Assigns 'B2' Rating to Add-On Note Offering
----------------------------------------------------------------
Moody's Investors Service rated a $500 million add-on senior
unsecured note offering of NII Capital Corp. ("NII Capital") B2.
The company intends to use the proceeds from this offering for
general corporate purposes, which may include expansion of their
existing network, the acquisition of spectrum licenses or other
assets, the deployment of new network technologies, or the
refinancing, repayment or repurchase of outstanding debt. Moody's
has affirmed the B1 corporate family rating (CFR) of NII Holdings,
Inc. ("NII Holdings"), parent of NII Capital. The rating outlook
remains stable.

RATINGS RATIONALE

Moody's has taken these rating actions:

   Issuer: NII Capital Corp.

   -- $500 Million Senior Unsecured Notes due 2021 (add-on),
      Assigned B2 (LGD5 -- 75%)

These LGD Assessments have changed:

   Issuer: NII Capital Corp.

   -- $800 Million Senior Unsecured Notes due 2016, B2 (LGD5 ?
      75% vs. LGD4 -- 67% prior)

   -- $500 Million Senior Unsecured Notes due 2019, B2 (LGD5 ?
      75% vs. LGD4 -- 67% prior)

   -- $750 Million Senior Unsecured Notes due 2021, B2 (LGD5 ?
      75% vs. LGD4 -- 67% prior)

These ratings are unchanged:

   Issuer: NII Holdings, Inc.

   -- Corporate Family Rating: B1

   -- Probability of Default Rating: B1

   -- Speculative Grade Liquidity: SGL 1

   -- Outlook: Stable

NII Holding's B1 corporate family rating reflects the company's
modest leverage, small scale and the highly competitive
environment in which it operates as well as the capital intensity
of the industry. The B1 rating also recognizes the sovereign,
financial, operating and event risk inherent in NII's Latin
American target markets.

The rating is supported by NII's broad base of recurring revenues
which have grown steadily, even through a difficult economic
backdrop and pressure on service pricing. Additionally, the
company's exposure to the rapidly expanding markets in Mexico and
Brazil offer an opportunity to continue growth. NII's ratings are
further supported by its above average pricing and premium service
offering, which results in high margins despite small relative
market shares.

Under Moody's Loss Given Default Methodology, the B2 rating on the
senior unsecured notes reflects both the overall probability of
default of NII, to which Moody's assigns a Probability of Default
of B1, and a loss given default of LGD 5 (75%) after taking into
account a one notch override due to a relatively strong profile
relative to the B1 CFR and the anticipation that as more debt is
raised at the holding company level going forward, the loss
absorption will spread out over a larger base. The assessment also
reflects the significant liabilities, both debt and non-debt, held
at NII's operating companies and Moody's expectation that these
liabilities will not increase materially (on a percentage basis)
in the future even though they provide a currency hedge in
addition to offering attractive economics. Although NII Capital is
guaranteed by NII Holdings (the parent), there is no subsidiary
guarantee from the operating companies, which limits the
collateral to support the debt at NII Capital.

Moody's views NII's liquidity as good; cash balances today exceed
$2.6 billion and Moody's projects the company will exit 2012 with
over $2.2 billion in cash. NII does not maintain a revolving
credit facility, but the company does utilize a wide array of
local funding in the markets in which it operates.

The ratings could face upward pressure if the company is able to
sustain strong operating and financial trends while continuing to
address long-term competitive positioning concerns regarding the
company's service offerings and technology portfolio. Upwards
rating pressure would also be contingent on management's ongoing
commitment to a conservative capital structure and the maintenance
of healthy liquidity. Specifically, if the company were likely to
sustain Debt to EBITDA below 3.0 times while generating free cash
flow as a percentage of debt in the mid-single digits, positive
ratings pressure could develop.

Moody's would likely lower the company's rating if its subscriber
growth stalls, churn increases or pronounced EBITDA margin erosion
develops due to competitors encroaching on the company's post-pay,
PTT customer base. In addition, if the company's credit metrics
and/or cash position were to dramatically deteriorate (i.e. Debt
to EBITDA trending towards 4.0 times) due to aggressive spectrum
or asset acquisitions, its ratings could be negatively impacted.

The principal methodology used in rating NII was the Global
Telecommunications Industry Methodology, published December 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009 (and/or the Government-Related Issuers methodology,
published July 2010.

The last rating action Moody's has made on NII was on March 24,
2011, when Moody's assigned a B2 rating to NII Capital Corp.'s
$750 million senior unsecured notes and also affirmed the B1
corporate family rating.

With headquarters in Reston, Virginia, NII Holdings, Inc. (`NII')
is an international wireless operator with more than 10.2 million
largely post-pay, business subscribers that value the company's
PTT service offering built from Motorola Inc.'s (`Motorola') iDEN
technology. NII had approximately $6.6 billion in revenue for the
LTM period ended Q3'11 generated from a subscriber base across
Mexico, Brazil, Argentina, Peru, and Chile.


NII CAPITAL: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
rating on NII Capital Corp.'s $1.25 billion senior notes due 2021,
which includes a proposed $500 million tack-on. NII Capital Corp.
is a subsidiary of Reston, Va.-based NII Holdings Inc. (NII),
which operates wireless carriers in Mexico and several South
American countries. The '4' recovery rating remains unchanged and
indicates expectations for average (30% to 50%) recovery in the
event of payment default.

"At the same time, we affirmed all other ratings on NII, including
our 'B+' corporate credit rating. The outlook is stable," S&P
said.

"We expect the company to use net proceeds from the new debt
issuance to expand or upgrade its networks, or potentially acquire
spectrum licenses,"explained Standard & Poor's credit analyst
Allyn Arden. "The additional debt does not change our financial
risk assessment of the company, which we consider 'aggressive.'
Pro forma adjusted debt to EBITDA is about 3.3x as of Sept. 30,
2011, although we expect leverage to rise above 4.0x over the next
couple of years to support the buildout of the company's third-
generation (3G) network in Mexico and Brazil and for the potential
acquisition of spectrum licenses in other markets. Still, we
believe that NII's credit measures should remain supportive of the
current 'B+' corporate credit rating."

"The outlook is stable and incorporates our expectation that the
company will be aggressive in building out new markets over the
next couple of years," added Mr. Arden, "and could acquire
additional spectrum, which will likely be funded with additional
debt." "Given its moderate adjusted leverage of 3.3x, NII has the
ability to absorb additional debt at the current rating. However,
we could lower the ratings if weaker economic conditions or
increased competition in NII's markets result in higher churn and
lower subscriber growth or if adverse currency movements pressures
EBITDA, resulting in leverage increasing to the 5x area or higher.
For example, assuming NII achieved its 2011 EBITDA guidance of
$1.6 billion, we could lower the ratings if EBITDA declined 20%
from that level in 2012. Conversely, an upgrade would hinge on
NII's ability to maintain healthy subscriber growth in its markets
while managing its expansion plans such that it is on a trajectory
to generate sustained positive FOCF."


NORTHCORE TECHNOLOGIES: Holders to Convert Remaining Debentures
---------------------------------------------------------------
Northcore Technologies Inc. has received notice from all remaining
corporate debenture holders of their intention to exercise the
conversion to share option.

This process includes the conversion of $210,000 of 10 percent
Series L Convertible Debentures maturing March 31, 2013, and
$535,000 of 10 percent Series N Convertible Debentures maturing
Dec. 12, 2011, into an aggregate 7,450,000 common shares of the
Company.  As a result of these conversions, the Company has
retired all of the original principal amounts of the Series L and
the Series N Convertible Debentures.  This will result in the
removal of all remaining, non-operational debt from the
corporation.

"This is a significant milestone in the evolution of the new
Northcore," said Amit Monga, CEO of Northcore Technologies.  "One
of my oft stated critical objectives was to ensure that we ended
the 2011 calendar year with a dramatically improved balance sheet.
There is no doubt that this conversion represents a major
contribution towards this goal.  We deeply appreciate this vote of
confidence from the note holders and will continue to focus on the
execution of our strategic plan to the benefit of all
stakeholders."

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


NPC INT'L: Moody's Assigns 'Caa1' Rating to Proposed Notes
----------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to NPC
International, Inc.'s (NPC New) proposed $465 million senior
secured credit facilities and a Caa1 rating on its proposed $190
million senior unsecured notes. In addition, Moody's assigned a B2
Corporate Family and Probability of Default Ratings, and a SGL-3
Speculative Grade Liquidity Rating. The ratings outlook is
negative.

Proceeds from the proposed credit facilities and notes will be
used to fund the acquisition of NPC by Olympus Partners
("Olympus"), refinance existing NPC debt and pay related fees and
expenses. The assigned ratings are subject to closing of the
transaction and review of final documentation.

The credit ratings of predecessor NPC (NPC Old) were confirmed,
concluding a review for possible downgrade initiated on November
8, 2011. The SGL-3 liquidity rating of NPC Old is unchanged. The
ratings of NPC Old will be withdrawn upon completion of the
transaction and repayment of existing debt.

Ratings assigned to NPC International, Inc. (New):

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2

-- $90 million senior secured revolver due 2016 at Ba3 (LGD3, 32%)

-- $375 million senior secured term loan due 2018 at Ba3 (LGD3,
   32%)

-- $190 million senior unsecured notes due 2020 at Caa1 (LGD5,
   85%)

-- Speculative Grade Liquidity rating at SGL-3

These ratings of NPC Old were confirmed and will be withdrawn upon
the closing of the transaction:

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2

-- Senior secured revolver due 2012 at Ba3 (LGD2, 26%)

-- Senior secured term loan due 2013 at Ba3 (LGD2, 26%)

-- Subordinated notes due 2014 at Caa1 (LGD5, 80%)

RATINGS RATIONALE

NPC's B2 Corporate Family Rating reflects the high debt and
interest burden associated with the transaction. Pro forma lease-
adjusted leverage (debt/EBITDA), using results for the twelve
month period ended September 27, 2011 and adjusting for the
incremental debt to be incurred in connection with transaction, is
approximately 6.5 times, while interest coverage is less than 1.3
times. Also considered are the company's limited product offering,
concentrated day-part in lunch and dinner, limited geographic
diversity, and exposure to volatile commodity prices. Supporting
the rating are NPC's meaningful scale within the Pizza Hut
franchise system, its relatively flexible cost structure, and the
expectation for adequate liquidity. The rating reflects the
expectation that the company will materially reduce leverage in
the near term through a combination of profitable growth,
realization of cost savings and debt reduction with excess cash.

The Ba3 ratings on NPC's senior secured bank credit facilities are
two notches above the Corporate family Rating, reflecting the
first lien position on substantially all assets of the company as
well as the structural support received from the significant
amount of junior claims in the capital structure, including the
unsecured notes and leases. The Caa1 rating on the company's
unsecured notes reflects the subordination to the sizeable senior
secured credit facilities.

The negative outlook reflects the increased risk profile due to
higher debt and interest expense, as well as Moody's concern that
it may take some time to materially improve credit metrics. The
company faces significant headwinds due to weak consumer spending,
largely due to high unemployment levels, and inflated commodity
costs.

NPC's SGL-3 Speculative Grade Liquidity rating reflects the
expectation for adequate liquidity over the next year. Operating
cash flow and excess revolver availability are expected to cover
working capital needs, capital expenditures, and mandatory debt
amortization for the next twelve months. NPC is ahead of required
remodels and refreshes of its restaurants as required by its
franchise agreements, giving the company some flexibility in
regards to the timing of capital expenditures. Also, the company's
maturity profile will be extended by several years if the
transaction is successful. The proposed facilities will include
financial covenants under which ample cushion is expected.

NPC's ratings could be downgraded if operating earnings or debt
protection measures deteriorate as a result of an inability to
drive profitable same store sales or new unit growth.
Specifically, a downgrade could occur if the company fails to
reduce debt to EBITDA to below 6.0 times or improve EBITA to
interest to above 1.25 times over the next year. A downgrade is
also possible in the event NPC was unable to maintain adequate
liquidity. Should the transaction not occur, NPC's current ratings
could be downgraded if it fails to address the maturity of its
existing term loan well before its stated maturity.

NPC's ratings could be upgraded if operating performance and debt
protection measures sustainably improve, driven by profitable same
store sales and new unit growth. An upgrade would also require the
development and implementation of a successful long-term marketing
strategy for the entire Pizza Hut system. Quantitatively, an
upgrade would require debt to EBITDA to decline near 4.5 times and
EBITA to interest to approach 1.75 times.

The principal methodology used in rating NPC was the Global
Restaurant Industry published in June 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

NPC International, Inc. is the largest Pizza Hut franchisee
operating 1,153 stores in 28 states with concentration in the
Midwest, South and Southeastern United States. Annual revenues
approach $960 million.


OFFICE DEPOT: Moody's Says 'B2' CFR Unaffected by 3Q Performance
----------------------------------------------------------------
In a Comment published earlier, Moody's Investors Service stated
that Office Depot's third quarter performance, which reflects some
degree of sequential improvement, would have no immediate impact
on either the B2 Corporate Family Rating or the negative outlook.
"ODP's performance improvement, while certainly meaningful as
debt/EBITDA has reduced almost 0.5 times since the March 2011 LTM,
and EBITA/interest has also improved to its present September LTM
level of 1.22 times, is not yet sufficient in Moody's opinion to
stabilize the outlook," stated Moody's Senior Analyst Charlie
O'Shea. "We will be closely-monitoring short-term performance,
including the fiscal fourth quarter 2011, and if the positive
trend continues, upward rating momentum could result."

Office Depot's B2 rating considers its credit metrics, which
though very weak have improved over the past few quarters, and its
solid, though challenged, number two position in the office
supplies segment. The rating also considers the difficult
macroeconomic operating environment in the U.S. and Europe, which
continues to compress operating performance, as well as the
continuing troubles the company is experiencing in California and
Florida. Moody's expects liquidity to remain very good and remain
a critical factor supporting the B2 rating.

The principal methodology used in rating Office Depot, Inc. was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Office Depot, Inc., headquartered in Boca Raton, Florida, is a
leading retailer of office supplies, with annual revenues of
around $11 billion.


OP-TECH ENVIRONMENTAL: Posts $1.1-Mil. Third Quarter Net Loss
-------------------------------------------------------------
OP-TECH Environmental Services, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $1.1 million on $9.3 million
of project revenue for the three months ended Sept. 30, 2011,
compared with net income of $558,266 on $10.7 million of project
revenue for the same period in 2010.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $1.7 million on $22.0 million of project revenue,
compared with net income of $893,741 on $36.6 million of project
revenue for the corresponding period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$18.6 million in total assets, $17.6 million in total liabilities,
and stockholders' equity of $993,647.

The Company refinanced the senior debt on April 22, 2011.  The new
loan agreement provides for short-term borrowings up to $5,000,000
on a revolving basis at LIBOR plus 3.5%, and a term loan of
$3,000,000 due in monthly principal installments of $50,000 plus
interest at LIBOR plus 3.5% through 2016.

"The loan agreement requires a financial covenant to be measured
at Dec. 31, 2011,"the Company said in the filing.  "Based on the
losses incurred during 2011, a violation of that debt covenant is
probable.  Default on the financing loan agreement can also cause
a default on the convertible note agreements.  The Company will
request waivers from the bank and the convertible note holders for
any covenant violations or events of default.?

"If waivers are not obtained at Dec. 31, 2011, possible adverse
consequences may occur including the reclassification of long-term
debt to current liabilities and a reduction in working capital.
Additionally, if the line of credit was no longer available or the
bank demanded repayment of the debt, the Company may not have
sufficient capital to operate and there would be substantial doubt
about its ability to continue as a going concern.?

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

                       http://is.gd/Xf7Non

OP-TECH Environmental Services, Inc., headquartered in East
Syracuse, New York, provides comprehensive environmental and
industrial cleaning and decontamination services predominately in
New York, New England, Pennsylvania, New Jersey, and Ohio.


PACIFIC RUBIALES: Moody's Assigns Ba2 Rating to $250MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Pacific
Rubiales Energy Corp.'s (PRE) offering of $250 million senior
unsecured notes due 2021, equal to PRE's Corporate Family Rating
(CFR) and reflecting their pari passu status with the company's
other debt obligations. PRE intends to use the net proceeds from
the proposed offering for general corporate purposes. The rating
outlook is stable.

RATINGS RATIONALE

In November 2011, PRE's CFR was upgraded to Ba2, reflecting its
improving production and reserves profile, its favorable leverage
position, and progress on overcoming infrastructure constraints
and achieving production growth in the past three years. PRE's net
production has continued to increase sequentially and largely in
line with expectations, based on continued development success at
the Rubiales/Piriri and Quifa fields. Total proved reserves have
also increased about 15% since year-end 2010. Moody's expects that
rising production and an outlook for reasonably high crude oil
prices will continue to support stronger cash flow and leverage
metrics, as well as internal funding of the bulk of its capital
spending, despite rising cost pressures and an expected increase
in its finding and development costs.

The Ba2 CFR also incorporates PRE's relatively high concentration
of production and proved reserves in the Rubiales and Quifa
concessions, which is likely to continue over the next few years.
In addition, with the expected expiration of its core
Rubiales/Piriri concessions in 2016, future diversification will
depend on further successful exploration and development of the
Quifa field concession and on important prospects such as CPE-6
field in the Llanos Basin. In monitoring PRE's progress, Moody's
will also be looking for greater clarity on the success of the
STAR in-situ enhanced recovery program, the possibility of its
more widespread adoption for heavy oil development, and whether
the program could have an impact on potential contract extensions
of the Rubiales/Piriri concessions.

The principal methodology used in rating Pacific Rubiales was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2008.


PACIFIC RUBIALES: Fitch to Rate Proposed $450-Mil. Debt at 'BB'
---------------------------------------------------------------
Fitch Ratings expects to assign a 'BB' rating to Pacific Rubiales
Energy Corp.'s (Pacific Rubiales) proposed USD450 million exchange
debt due 2021.

Pacific Rubiales' ratings are supported by the company's
leadership position as the largest independent oil and gas player
in Colombia and its strong management with recognized expertise in
heavy oil exploration and production.  The ratings also reflect
the company's strong liquidity and adequate leverage.  Pacific
Rubiales' credit quality is tempered by the company's small scale
of production and relatively small reserve profile as well as its
production concentration in the Rubiales-Piriri and La Creciente
fields.  The company also benefits somewhat from its partnerships
with Ecopetrol ('BBB-' IDR by Fitch), Colombia's national oil and
gas company, which supports Pacific Rubiales' investments and
shares production.

Pacific Rubiales' ratings reflect the company's production
concentration and relatively small reserve base and production.
Although Pacific Rubiales currently has exploration and production
interest in 41 blocks in Colombia, Peru and Guatemala, today's net
production of approximately 88 thousand barrels of equivalent per
day (boe/d) is concentrated in three fields.  Rubiales-Piriri,
Quifa and La Creciente produce heavy crude oil and gas and
together account for almost all of current production.  La
Creciente, which produces natural gas, accounts for 12% of current
production and Quifa, which has a longer concession than Rubiales
2016 expiration, now accounts for 22% of current production.  This
limited diversification exposes the company to operational as well
as economical risks associated with small scale heavy oil
production.  In the future, diversification away from Rubiales-
Piriri geographic location would be positive for the company's
credit quality.

Pacific Rubiales' operating metrics have been improving rapidly,
and the company's growth strategy is considered somewhat
aggressive.  The company's reserve replacement ratio was 330%
as of September 2011, and its current reserve life index is
approximately 11 years using current production levels, net of
royalties of approximately 88 thousand boe/d.  During the past
years, the company increased gross production to approximately
221,896 boe/d, from approximately 138,380 boe/d as of June 2010.
As of September 2011, Pacific Rubiales' proved (1P); proved and
probable, net of royalties, amount to approximately 273 million
and 350 million respectively.  The company's reserves are composed
of heavy crude oil (73.4%) and natural gas (24.88%), with the
balance being light and medium oil (<1%).  As of Sept. 30, 2011,
Pacific Rubiales had more than 14 million acres of prospective
exploration blocks, which will require significant funds to
develop.  In the short term, the company plans to devote its
efforts developing the Quifa, Sabanero and CPE-6 blocks, which
surround and are near Rubiales-Piriri block.

Pacific Rubiales' ratings reflect the company's adequate financial
profile characterized by relatively low leverage and strong
interest and debt service coverage.  As of the last 12 months
(LTM) ended Sept. 30, 2011, the company reported leverage ratios,
as measured by total debt (including the unsecured subordinated
convertibles of USD258 million) to EBITDA and total debt-to-total
proved reserves of 0.5 times (x) and USD2.7 per barrels of oil
equivalent (boe), respectively.  As of Sept. 30, 2011, debt of
approximately USD763.7 million was primarily composed of
approximately USD450 million of senior unsecured notes with final
maturity in 2016 and USD258 million of unsecured subordinated
convertibles notes due in 2013, which was converted to equity
during November 2011.  The balance was capital lease obligations
of the company.  As of the LTM ended Sept. 30, 2011, Pacific
Rubiales reported an EBITDA, as measured by operating income plus
depreciation and stock-based compensation, of USD1.7 billion.

Pacific Rubiales' ratings reflect the company's improving
production profile and reducing concentration. Historically the
company's production was concentrated on the Rubiales-Piriri,
which represented approximately 75% of total net production as of
2010.  Nowadays this block, which concession expires in 2016,
represents 63% of production, while the Quifa block, together with
the adjacent Sabanero block, with near zero production in 2010 now
represents 22% of production and 36% of 2P net reserves.  Quifa
concession expires in 2031.  La Creciente, which produces natural
gas, accounts for nearly 12% of current production.  This
increasing production diversification reduces the company's
business risk.

Free cash flow (cash flow from operations less capital
expenditures) has been negative given the company's growth
strategy.  For the LTM ended Sept. 30, 2011, free cash flow was
negative USD326.6 million mainly due to the significant capital
expenditure of USD1.2 billion during the same period.  Pacific
Rubiales' significant capital expenditures plans over the next few
years could continue to pressure free cash flow in the near term.
Increasing production at the Rubiales-Piriri and reserves in the
surrounding Quifa block are expected to account for the bulk of
the company's capital expenditure, which is expected to be
approximately USD2.9 billion over the next four years.

The company's current liquidity position is considered strong,
characterized by robust cash on hand, strong cash flow generation
and manageable short-term debt obligations.  As of the LTM ended
Sept. 30, 2011, Pacific Rubiales funds from operations (FFO)
generation was USD1.3 billion and its cash on hand was USD325.5
million, while its short-term debt amounted to only USD7.9
million.  The company has a USD350 million two year syndicated
revolving credit facility, which as of Sept. 30, 2011, had not
been used.  Going forward, the company is expected to have a
manageable debt amortization, although its liquidity position will
be somewhat weaker due to its aggressive capital expenditure plant
that will demand significant financial resources.  Capital
investments are expected to be funded for the most part with
internal cash flow generation.


PACIFIC RUBIALES: S&P Affirms 'BB' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
$300 million senior unsecured notes due 2021 of Pacific Rubiales
Energy Corp. (PRE), while affirming the corporate credit and debt
ratings on the company at 'BB'. The outlook remained stable.

"The affirmation is based on our expectation that PRE will
continue to show strong operating and financial performance after
the anticipated conversion of 98.9% of its debentures and its new
offering of $300 million in senior unsecured notes due in 2021,"
said Standard & Poor's credit analyst Fabiola Ort¡z. "We see this
transaction as opportunistic, given that PRE has enough cash to
face its debt maturities in the next 12 months."

Cash on hand was $325.5 million as of Sept. 30, 2011, and debt
maturities for the next 12 months total $7.9 million.

The holders of the convertible debentures due Aug. 29, 2013, had
an incentive to convert their 8% C$240 million debentures in
advance. The period for anticipating the conversion of the
debentures expired on Nov. 29, 2011, with a conversion rate
of 98.9%.

To take advantage of the current low interest rates and the good
positioning of PRE in the financial markets, the company will
issue an additional $300 million in unsecured senior notes.

With this, the company's total long-term debt will be $750
million, with $450 million due in 2016 and $300 million due in
2021.The new notes will have a bullet payment in 2021. The old
notes will continue to require amortization payments in 2014,
2015, and 2016.

"Our ratings on PRE reflect our view of a "fair" business profile,
given the company's short track record and heavy concentration in
the Colombian region. PRE is still a small, though growing,
exploration and production company when compared with other large
regional and local players," S&P said.

Recent and expected strong growth in production and reserves,
strong liquidity, an experienced management team, and a
significant financial profile support the rating.

PRE, which began operations in 2007, is Colombia's second-largest
producer of heavy crude oil and natural gas.

"We assess the financial profile of the company as 'significant.'
Our adjusted debt includes asset retirement obligations, operating
leases, the ship-or-pay obligation of the company to guarantee
full payment on its Oleoducto de los Llanos (ODL) and Bicentenario
loans, and the proportion of convertible unsecured

subordinated debentures classified as equity," S&P said.

"The stable outlook reflects our opinion that PRE will continue
executing on its organic and geographic diversification growth
strategies," S&P said.


PALM BEACH FINANCE: Bankr. Trustee Sues Bachmann to Recoup Monies
-----------------------------------------------------------------
Ed Stych at Minneapolis/St. Paul Business Journal reports that the
Barry Mukamal, bankruptcy trustee for the hedge funds Palm Beach
Finance Partners LP and Palm Beach Finance II LP, sued Michelle
Bachmann to recover $27,600 in funds she allegedly receive from
Frank Vennes.

According to the report, Mr. Vennes has been accused by government
lawyers as the primary fundraiser in Tom Petters' $3.65 billion
Ponzi scheme.  Mr. Vennes has been charged by the U.S. Attorney's
Office with 24 counts of fraud, money laundering and lying on
credit applications.

According to the report, the lawsuit says Mr. Vennes paid $8,400
to "Bachmann for Congress" on Dec. 28, 2005, $10,000 to "Bachmann
Minnesota Victory Committee" on June 28, 2006, and $9,200 to
"Bachmann for Congress" on June 30, 2008.

                        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.

                      About Palm Beach Funds

Palm Beach Gardens, Florida-based Palm Beach Finance Partners,
L.P., was a hedge fund.  The Company solicited capital
contributions from third-party limited partners, and proceeded to
invest substantial amounts of the capital with the Petters
Company, Inc.

The Company filed for Chapter 11 on Nov. 30, 2009 (Bankr. S.D.
Fla. Case No. 09-36379.)  The Debtor's affiliate, Palm Beach
Finance II, L.P., also filed for bankruptcy (Bankr. S.D. Fla. Case
No. 09-36396).  Paul A. Avron, Esq., and Paul Steven Singerman,
Esq., assisted the Debtors in their restructuring efforts.  Palm
Beach Finance II estimated $500 million to $1 billion in assets
and liabilities in its petition.

In October 2010, Judge Paul G. Hyman confirmed the Plan of
Liquidation for Palm Beach Finance Partners, L.P., and Palm Beach
Finance II, L.P., proposed by Barry Mukamal, as Chapter 11 trustee
and Geoffrey Varga, as joint official liquidator of the Debtors.
The Chapter 11 trustee is represented by Michael S. Budwick, Esq.
-- mbudwick@melandrussin.com -- at Meland Russin & Budwick, P.A.


PENINSULA HOSPITAL: Hires Nixon Peabody as Special Counsel
----------------------------------------------------------
Peninsula Hospital Center and Peninsula General Nursing Home Corp.
d/b/a Peninsula Center For Extended Care & Rehabilitation seek to
employ Nixon Peabody as their counsel, nunc pro tunc to Sept. 19,
2011.

Nixon Peabody will be paid on an hourly basis and reimbursed of
actual, necessary expenses.  The current hourly rates of the
attorneys presently designated to represent the Debtors range from
$595 to $850.  Other professionals may from time to time serve the
Debtors with these hourly rates:

           Senior partners            $935
           New associates             $230
           Legal assistants        $240 - $305

The Debtors believe that Nixon Peabody does not hold or represent
an interest adverse to the Debtors' estates with respect to the
matters on which it is to be employed.

                      About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., Macron
& Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman et
al. as their attorneys.  Judge Stong appointed Daniel T. McMurray
at Focus Management Group as patient care ombudsman.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Peninsula Hospital Center.


PFG ASPEN: Court Confirms Plan; PFG Aspen Settles with BoA
----------------------------------------------------------
On Sept. 1, 2011, the Honorable Robert J. Kressel confirmed the
amended plan filed by PFG AspenWalk, LLC, dated May 10, 2011.

Bank of America, N.A., objected to confirmation of the Amended
Plan unless the Debtor satisfies certain preconditions to which it
agreed in its disclosure statement.  It also noted that even if
the preconditions are met, the Debtor's Plan may not be feasible
as there appear to be insufficient funds to pay all obligations
under the plan.

The Debtor filed its first Plan and Disclosure Statement on
March 15, 2011.  Both the U.S. Trustee and Bank of America
objected to the disclosure statement, in part because plan success
was entirely dependent on the Debtor's success in obtaining new
financing and this fact was not adequately discussed.  The Debtor
modified the language in both documents to resolve the objections.

All applications for award of compensation or expenses to a
trustee, examiner, attorney or other professional person, and all
other requests to order payment of an administrative expense, will
be made by motion under Local Rules 2016-1 or 3002-2, and served
and filed within 30 days after the date of the confirmation order.

All objections to proofs of claim will be made by motion under
Local Rule 3007-1, and will be served and filed within 30 days
after the confirmation order, or 30 days after the claim was
filed, whichever is later.

All other motions, applications or complaints will be filed within
60 days after the confirmation order.  Any time limit provided in
this order may be extended or waived by the court for cause after
notice and a hearing.

In a separate filing, with respect to the motion to lift stay
filed by Bank of America, the Debtor and Bank of America
stipulate, among other things, that:

     * The Debtor's objection to BoA's Lift Stay Motion is
       withdrawn;

     * Notwithstanding any provision in the Amended Plan or
       Confirmation Order, or the Amended Plan as it may be
       further amended, the automatic stay is modified on Oct.
       16, 2011, to permit, but not require, Bank of America to
       take any action or exercise any remedy permitted under
       applicable non-bankruptcy law with respect to all rights
       held by the bank with respect to certain real and personal
       property of the Debtor; and

     * Bank of America or its designees will have reasonable
       access to the Property to conduct an appraisal and
       environmental testing.

Minneapolis, Minnesota-based PFG AspenWalk, LLC, is a Delaware
limited liability company whose primary assets consist of real
property located at 404 Park Avenue, Aspen, Pitkin County,
Colorado.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case No. 10-47089) on Sept. 23, 2010.  Attorneys
at at Leonard Street & Deinard P.A., in Minneapolis, Minnesota,
assist the Debtor in its restructuring effort.  According to its
schedules, the Debtor disclosed $12,004,580 in total assets and
$7,535,608 in total liabilities as of the Petition Date.


PFG ASPENWALK: Bankruptcy Case Fully Administered; Case Closed
--------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota closed the Bankruptcy case of PFG Aspenwalk,
LLC.

The Court stated that the Debtor's plan was confirmed on Sept. 1,
2011; and the Debtor had filed a final report and account with
respect to administration of the estate in the case, and the
estate have been fully administered.

                     About PFG AspenWalk, LLC

Minneapolis, Minnesota-based PFG AspenWalk, LLC, is a Delaware
limited liability company whose primary assets consist of real
property located at 404 Park Avenue, Aspen, Pitkin County,
Colorado.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case No. 10-47089) on Sept. 23, 2010.  Attorneys
at at Leonard Street & Deinard P.A., in Minneapolis, Minnesota,
assist the Debtor in its restructuring effort.  According to its
schedules, the Debtor disclosed $12,004,580 in total assets and
$7,535,608 in total liabilities as of the Petition Date.


PHILADELPHIA ORCHESTRA: Pension Plan Allowed to Terminate
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Philadelphia Orchestra for a second time was
given an extension of the exclusive right to propose a bankruptcy
reorganization plan. The new deadline is Feb. 10, under an order
signed this week by the bankruptcy judge in Philadelphia.

The report relates that of more significance for the
reorganization, the judge also ruled that the orchestra satisfies
the criteria for termination of the existing musicians' pension
plan.

When the musicians' union negotiated a new contract with
concessions, the new agreement permitted termination of the
existing pension plan, to be replaced by a new retirement benefit
program.

The report relates that the pension plan is continuing an
investigation into whether the orchestra properly kept endowment
funds segregated.  The pension plan is hoping to prove that money
was commingled and can't be excluded from property available for
distribution to creditors.  The pension fund has said it will be
the largest unsecured creditor following termination of the
pension plan.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor. Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


POTLATCH CORP: S&P Puts 'BB' Corp. Credit Rating on Watch Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Spokane,
Wash.-based Potlatch Corp. on CreditWatch with negative
implications, including the 'BB' corporate credit rating.

"The CreditWatch listings follows Potlatch's announcement that its
Board of Directors has approved the company's plan to temporarily
reduce harvest levels by 15% to 3.5 million tons and lower its
annual dividend as a result of continuing weak housing market
conditions," said Standard & Poor's credit analyst Tobias
Crabtree. "As a result of the decline in planned harvest levels,
we are revising our outlook for Potlatch's near-term profitability
and expect credit measures for 2012 to be weak for the existing
'BB' rating."

Potlatch's current credit agreement requires a funded indebtedness
to capitalization ratio of 70% or less, collateral coverage of 3x
or more, and a minimum interest coverage ratio of 3x.

Potlatch is a U.S. timber real estate investment trust (REIT) that
owns and manages approximately 1.45 million acres of timberlands
in Arkansas, Idaho, and Minnesota.

"In resolving the CreditWatch placement, we will meet with
management to review its near-term operating and financial
strategies, including any potential changes to its financial
covenants, given the still challenging housing end markets," S&P
said.


PURESPECTRUM INC: C. Atkinson Appointed Sole Officer & Director
---------------------------------------------------------------
Purespectrum, Inc., on Nov. 3, 2010, issued to Barclay Lyons, LC,
2,000,000 shares of the Company's Series B preferred shares.  Each
Series B preferred share entitled the holder thereof to 500 votes
of common stock per share held and may vote on any action
requiring any class of shares to vote.  As a result of the
foregoing, Barclay Lyons, LLC, was able to elect the Company's
Board of Directors and had the right to approve any action
requiring the vote of the holders of the Company's common stock or
any other class of stock.

On Dec. 5, 2011, Barclay Lyons transferred the Series B preferred
shares to OTC Ventures, Inc., an entity controlled by Cedric
Atkinson, the Company's new chief executive officer.  As a result
of the foregoing, Mr. Atkinson will now be able to elect the
Company's Board of Directors and approve any action requiring the
vote of the holders of the Company's common stock.

On Dec. 5, 2011, Gregory Clements tendered his resignation as an
officer and director of the Company.  There was no disagreement
between the Company and Mr. Clements regarding the Company's
operations or financial reporting.

Concurrently with his resignation, Mr. Clements appointed Cedric
Atkinson to serve as the Company's sole officer and director.
During his business career, Mr. Atkinson (age 35), has focused on
sales and marketing as well as contract consulting in the
financial markets to both privately held and public companies.
Mr. Atkinson has established a reputation for creating effective
strategies for asset acquisitions and long-term success.

Mr. Atkinson serves at the chief executive officer and managing
director of OTC Ventures, a firm dedicated to working with
emerging growth companies with potential for significant rates of
return.  OTC Ventures' focus is to bring value to shareholders
through transparency and strong leadership.

Mr. Atkinson studied Public Policy at York University, one of
Canada's  leading interdisciplinary research and teaching
institutions.

                     About PureSpectrum, Inc.

Savannah, Ga.-based PureSpectrum, Inc. (OTC: PSRU)
-- http://www.purespectrumlighting.com/-- is engaged in the
development, marketing, licensing, and contract manufacturing of
lighting technology for use in residential, commercial, and
industrial applications worldwide.

The Company reported a net loss of $7.97 million on $79,634 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $7.31 million on $12,490 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $958,056 in
total assets, $3.75 million in total liabilities and a $2.80
million total stockholders' deficit.

In addition, at June 30, 2011, the Company has an accumulated
deficit of $23.07 million and negative working capital of $3.09
million.

These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.


R&G FINANCIAL: Files Third Amended Chapter 11 Plan of Liquidation
-----------------------------------------------------------------
BankruptcyData.com reports that R&G Financial filed with the U.S.
Bankruptcy Court a Third Amended Chapter 11 Plan of Liquidation.
The Company also filed a motion to inform interested parties of
immaterial modifications.

A hearing to consider Plan confirmation is scheduled for Dec. 13,
2011.

The Debtor's Plan contemplates an orderly liquidation of its
remaining assets and ratable distribution of such remaining assets
among its creditors.  Substantially all of the Debtor's parties in
interest have reviewed, commented upon, and shaped the structure
and design of the Plan.  The Debtor said an orderly liquidation of
its estate is in the best interests of all of its creditors, and
requests that the Court confirm its Plan so that the Debtor may
wind down its estate in an efficient and timely manner.

BankruptcyData.com says the motion explains, "The Third Amended
Plan incorporates certain immaterial and technical modifications
to the Debtor's Second Amended Chapter 11 Plan of Liquidation
. . . and First Amended Chapter 11 Plan of Liquidation. . . .
Consequently, the Debtor is filing this notice . . . to inform all
interested parties of these immaterial modifications."

                      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.


RAINBOW MOVERS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Eric Convey, managing editor at Boston Business Journal, reports
that Rainbow Movers Inc., of 19 National Drive, Franklin,
Massachusetts, filed on Dec. 6, 2011, for Chapter 11 protection.
The Company estimated assets of between $500,000 and $1 million,
and debts of between $1 million and $10 million.  The Company is
represented in the bankruptcy by Nina M. Parker, of Parker &
Associates in Winchester, Mass.

Rainbow Movers Inc. -- http://www.rainbowmovers.com/-- engages in
logistics and transportation business.


REITTER CORP: Gets 28-Day Extension to File Amended Plan Outline
----------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan, on Nov. 23, 2011, the U.S.
Bankruptcy Court for the District of Puerto Rico granted Reitter
Corporation's request for a 28-day extension to file an amended
disclosure statement and respond to objections to claims.

As reported in the Troubled Company Reporter on Dec. 1, 2011, the
Debtor has asked the Court to extend until Dec. 16, 2011, its time
to file its Amended Disclosure Statement and to file stipulations
or oppositions to the proofs of claims filed by Treasury and IRS.

The Debtor related that it has entered into a new contract with
LBA Medical Services, Inc., which will increase its revenues and
allow Debtor to have a feasible plan.  The Debtor has submitted
this information to CPA Luis Carrasquillo in order to include
these additional revenues in the projections.  As such, the Debtor
needs an additional time to file its amended disclosure statement,
including the feasibility report.

                    About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation dba Hospital San
Gerardo filed for Chapter 11 protection (Bankr. D. P.R. Case No.
10-07152) on Aug. 6, 2010.  In its schedules, the Debtor disclosed
$20,440,765 in total assets and $17,250,033 in total debts.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, in San
Juan, P.R., represents the Debtor as counsel.


RVTC LIMITED: Amended Reorganization Plan Declared Effective
------------------------------------------------------------
RVTC Limited Partnership notifies the U.S. Bankruptcy Court for
the Western District of Texas that the Effective Date of the First
Amended Plan of Reorganization, as modified, occurred on Nov. 30,
2011.

The Court entered an order confirming the Plan on Nov. 22.

As reported in the Troubled Company Reporter on Nov. 15, 2011,
under the Plan, the Allowed Secured Claim of Bank of the Ozarks
will be paid pursuant to the terms of the Loan Modification
Agreement and effective upon the Effective Date of the Plan.  The
Plan further contemplates that each holder of an Allowed General
Unsecured Claim will receive payment in full plus accrued interest
at the higher of the contract rate or 5% per-annum plus any
allowed attorneys fees and expenses over a 24 month period
following Confirmation of the Plan.  Insiders of the Debtor who
hold Allowed General Unsecured Claims against the Debtor, which
include the Claims of Dale A. Schuparra, Greyhound Realty Group,
LLC, Sedona Financial Corporation and Sedonia Financial, have
consented to receiving payment at the earlier of either (a) 36
months after the Effective Date; or (b) payment in full to holders
of Allowed Claims in Classes 1-5.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/RVTCLIMITED_DS_amendment.pdf

                          About RVTC LP

Rialto Village Town Center is a proposed $60 million to $70
million mixed-used development on 24 acres on the far Northwest
Side in San Antonio, Texas.

RVTC Limited Partnership fka Fair Prospects, L.P., owner of the
Rialto Village Town Center, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Case No. 11-52240) on June 29, 2011.
Judge Leif M. Clark presides over the case.  Thomas Rice, Esq., at
Cox Smith Matthews Incorporated, represents the Debtor.  The
Debtor disclosed $12,158,560 in assets and $12,564,538 in
liabilities as of the Chapter 11 filing.


SAAB AUTOMOBILE: GM Still Won't Back Sale to Chinese Buyers
-----------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that General Motors Co.
reaffirmed Tuesday its decision not to continue a technology
licensing agreement with Saab Automobile AB after reviewing a plan
proposed last week for a Chinese bank to purchase equity in parent
company Swedish Automobile NV.  GM, a preferential shareholder and
former Saab owner, said the proposed change did not affect its
decision, announced last month, that it would not support Saab's
$141.9 million sale to two Chinese companies.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.


SEARS HOLDINGS: Moody's Lowers Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service lowered Sears Holdings Corporation
Corporate Family and Probability of Default Ratings to B1 from
Ba3. Actions on other rated debt are detailed below.

RATINGS RATIONALE

"The downgrade of the company's Corporate Family Rating to B1
reflects persistent negative trends in revenues and operating
margins of Sears Holdings, and the weaker than anticipated
performance in its third quarter earnings," said Moody's Vice
President Scott Tuhy. The company's earnings were negatively
impacted by weaker apparel sales at Kmart as well as weaker sales
of appliances and consumer electronics. The company's results have
underperformed peers, and a lack of visibility remains in its
ability to stabilize operating performance. The rating downgrade
also considers that at this weaker performance level the company
is unlikely to generate meaningful cash flow after capital
spending and required pension funding contributions. The company
has also seen persistent negative trends at its 94% owned
subsidiary Sears Canada which is being challenged by weak economic
conditions in Canada. The B1 rating also takes into consideration
the company's good liquidity position, which reflects its access
to sizable asset based revolving credit facilities and its strong
sources of alternative liquidity due to its holdings of
unencumbered real estate.

The negative rating outlook primarily reflects uncertainties
around the company's ability to arrest recent sales weakness and
negative trends in operating margins, noting the company has
recorded year-over-year declines in EBITDA for the past seven
fiscal quarters. Moody's will be looking at Sears' performance in
the fourth quarter as a key measure of the company's strategies to
reverse its persistent negative trends.

In view of the persistence of Sears Holdings' operating challenges
and the negative outlook, ratings are unlikely to be upgraded over
the near term. The rating outlook could be stabilized if operating
earnings begin to show some signs of recovery, debt/EBITDA is
expected to be sustained below 5.75 times and EBITA/ interest
expense approached 1.0 times. Over time ratings could be upgraded
if the company demonstrated recovery in sales and operating
earnings while also sustaining debt/EBITDA below 5.0 times and
interest coverage approached 1.5 times.

Ratings could be downgraded further if the company's operating
earnings continue to exhibit erosion over the next few quarters.
Quantitatively ratings could be lowered if debt/EBITDA was
expected to be sustained above 6.5 times.

Sears Holdings Corporation

Corporate Family Rating to B1 from Ba3

Probability of Default Rating to B1 from Ba3

Senior Secured to Ba3 (LGD 3, 42%) from Ba2 (LGD 3, 39%)

Sears, Roebuck and Co.

Issuer Rating to B1 from Ba3

Sears Roebuck Acceptance Corp.

Senior Unsecured to B3 (LGD 5, 77%) from B1 (LGD 5, 76%)

Sears DC Corp.

Senior Unsecured MTN to (P)B3 (LGD 6, 97%) LGD from (P)B2 (LGD 6,
97%)

The following ratings were affirmed:

Sears Holdings Corporation

Speculative Grade Liquidity rating at SGL-2

Sears Roebuck Acceptance Corp

Commercial Paper at Not Prime

The principal methodology used in rating Sears was the Global
Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Sears Holdings Corporation is the parent company of Kmart
Corporation and Sears, Roebuck and Co. The company also owns a 94%
stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware. Revenues are approximately $43 billion.


SENTINEL MANAGEMENT: Former Exec Wants SEC Allegations Nixed
------------------------------------------------------------
Kelly Rizzetta at Bankruptcy Law360 reports that former Sentinel
Management Group Inc. executive Eric A. Bloom asked an Illinois
federal judge on Friday to throw out the U.S. Securities and
Exchange Commission's allegations that he defrauded investors and
helped push the company into bankruptcy, saying that an associate
was the real culprit.  Law360 relates Mr. Bloom filed a response
to the SEC's motion seeking summary judgment, alleging that the
agency was unfairly lumping him together with co-defendant, former
Sentinel vice president and head trader Charles K. Mosley.

                       About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed a plan of liquidation for Sentinel on
Dec. 15, 2008, and Mr. Grede is managing the liquidation.


SHEARER'S FOODS: Moody's Lowers CFR to 'B3'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Shearer's Foods, Inc.
("Shearer's") corporate family rating (CFR) and probability of
default ratings to B3 from B2 and its term loan B facilities to B2
from B1. The ratings outlook remains negative.

These ratings were lowered:

Corporate Family Rating to B3 from B2

Senior secured Revolver to B2 (LGD 3, 39%) from B1 (LGD3, 39%)

Senior secured Term loan B to B2 (LGD 3, 39%) from B1 (LGD3, 39%)

Probability of Default rating to B3 from B2

RATINGS RATIONALE

The rating action reflects Moody's concern that Shearer's cushion
under its recently amended bank leverage covenant will be very
tight in the quarter ending December 2011. It is also driven by
Shearer's leverage increase and lower than expected profitability
as the company integrates its newly expanded operations in the
midst of a difficult pricing environment, high commodity costs and
weak consumer spending.

Just six months after having amended its bank credit facility to
allow for some covenant relief, Shearer's total leverage ratio (as
calculated per bank definition) is expected to have a single digit
cushion over the covenant at the end of the quarter ending
December 2011. Moody's does not expect the cushion over the
covenant to improve materially until the end of fiscal 2012 due to
slow improvement in cash flows and step downs in the bank covenant
levels. Furthermore, Moody's estimates that Debt/EBITDA at the end
of December 2011 will be close to 6 times (as calculated using
Moody's standard accounting adjustments), the level that Moody's
has said could lead to a downgrade. While Moody's expects
improvement in leverage as the year progresses, Moody's believes
that the success will depend on Shearer's ability to obtain the
necessary pricing increases to offset commodity inflation as well
as its ability to smoothly integrate and manage the expanded
operations.

The negative outlook primarily reflects Moody's concerns that
Shearer's is still facing operational challenges due to a
difficult pricing and commodity cost environment as well as
integration risk , which can negatively affect the company's
ability to improve and maintain sufficient cushion under its
credit facility covenants in the next 12-18 months. Moody's
expects Shearer's EBITA margin to remain in the 5% - 7% range near
term, due to difficult pricing environment, exposure to high
commodity costs, higher than expected integration costs, and
delays in realizing benefits from expansion. Moody's recognizes
however, that the demand for Shearer's products is robust, and
this is a long-term credit positive.

The ratings reflect the company's solid position in private label,
co-pack and branded snack foods following the acquisition of Snack
Alliance last year, a transaction which provided greater
geographic, product and customer diversity to Shearer's. It is the
largest producer of kettle chips in the country and one of the
largest producers of private label potato chips. However, the
rating also reflects the company's relatively small scale, narrow
focus on the salty snack sector, and its increasing leverage as a
result of the recently completed expansion plans that have yet to
generate improved cash flows. While the company enjoys growing
diversity in its product offerings, it is less diversified both
geographically and in terms of product categories than larger
packaged food companies with which it competes. Although Shearer's
has many opportunities for growth, the company has been challenged
to achieve pricing increases to maintain profitability of its
expanded operations while still integrating the recent acquisition
and facing a tough commodity environment.

Shearer's outlook could be brought back to stable if the company
builds its covenant cushion above 15%, the business regains
momentum and EBITDA grows such that leverage is trending lower.
The company's ratings could be upgraded if, in addition to
improving its covenant cushions above 15% and maintaining its
solid business momentum, Shearer's EBITA margins approaches 8% and
leverage is sustained under 5 times (using Moody's standard
accounting adjustments).

Shearer's ratings could be downgraded if the company fails to
improve covenant cushion under the credit agreement, margins come
under further pressure, debt to EBITDA approaches 7 times (using
Moody's adjustments), or if Shearer's is unable to improve its
operating performance on the back of the recent expansion.

The principal methodology used in rating Shearer's Foods, Inc. was
the Global Packaged Goods Industry Methodology, published July
2009.

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

Shearer's, headquartered in Brewster, Ohio, is a leading producer
of high quality, co-pack, private label and branded food products,
with FYE 9/2011 sales of approximately $406 million.


SHELL POINT: S&P Assigns 'BB' Rating to $12.07MM Revenue Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BB' long-term
rating to Lee County Industrial Development Authority, Fla.'s
(issuer) $12.07 million series 2011B health facilities refunding
revenue bonds, issued for Shell Point (SP), a life-care-based
continuing-care retirement community (CCRC) in Fort Myers.
Standard & Poor's also affirmed its 'BB' long-term rating, and
where applicable underlying rating (SPUR), on the issuer's various
series of outstanding bonds also issued on behalf of SP.

"Standard & Poor's has lowered the long-term rating component to
'AA-/A-1' from 'AA/A-1' on the issuer's series 1999B and 2002
variable-rate demand bonds, issued for SP. Standard & Poor's based
the downgrade on the application of its low-correlation joint
criteria reflecting the security of these two variable-rate issues
by Bank of America N.A.'s ('A/A-1' formerly 'A+/A-1+' ) letters of
credit (LOC), and the 'BB' underlying rating (SPUR) on SP. Both
LOCs expire in November 2012 and we expect that on closing of this
issue and a related financing, the bonds will be currently
refunded," S&P said.

"The stable outlook reflects our view of SP's generally strong
demand and continuing improved financial operations and the
assumption that SP will soon extend the maturity of its $11
million term loan currently due late next year," said Standard &
Poor's credit analyst Kenneth Rodgers. "The rating and stable
outlook reflects our assessment of SP's continuing improved
operations over the past two fiscal years and for the first
quarter of fiscal 2012," said Mr. Rodgers.

"Both facility demand and financial operations appear stronger;
however, Standard & Poor's believes SP's modest liquidity in
relation to its debt and the soft local real estate market present
ongoing credit risks. While the improved operations might warrant
a higher rating, Standard & Poor's believes that if SP is unable
to extend the $11 million term loan due to mature Nov. 1,
2012, it could further compromise the organization's low
liquidity. Also, Standard & Poor's believes legal provisions
associated with a direct-placed bank obligation, could trigger an
immediate acceleration of SP's debt obligations upon the
occurrence of an event of default subject to certain limiting
conditions. The event of default provisions in the direct-placed
bank obligation documents are, in our opinion, somewhat broad. The
direct-placed bank obligation is scheduled to close at the same
time as this bond issue," S&P said.

"Upward rating potential over the next two years would be
dependent on SP demonstrating sustained improvement in both its
liquidity and debt ratios while further strengthening its
financial performance sufficient to offset the risks related to
the industry's current weakness, a continued soft local housing
market, and SP's low liquidity and high debt leverage. A lower
rating is possible if demand, unexpectedly declines, financial
operations reverse their recent positive trend, SP is unable to
extend the maturity or refinance its $11 million term loan, a
triggering event occurs under its directly placed bank note, or if
liquidity and debt ratios exhibit further weakness," S&P said.


SIXTH AVENUE: Alco Capital Liquidating Assets
---------------------------------------------
In its capacity as Assignee for the Benefit of Creditors, Alco
Capital Group, Inc. is overseeing the disposition of assets of
Sixth Avenue Electronics, Inc. through a going-out-of-business
sale now under way at the company's single remaining retail
location on Route 22 West in Springfield.

According to Alan Cohen, president of Alco Capital, all remaining
merchandise is being sold to the public at "substantial"
discounts.  Fixtures, furniture and equipment are also being sold.

Sixth Avenue Electronics opened its first store in New York City
in 1984 and, at its peak, operated 19 stores in New York, New
Jersey, Pennsylvania and Delaware.  The company sold LCD TVs, DVD
players, camcorders, digital cameras, GPS navigators, car audio
and video components, and furniture for living rooms and
entertainment systems.  The company was ordered to close its three
remaining stores in October under a temporary restraining order
issued by a U.S. District Court in Newark in response to
litigation brought by creditor GE Commercial Distribution Finance
Corp.

Alco Capital was confirmed as Assignee by the Superior Court of
New Jersey-Union County on Oct. 27, 2011.  Under an assignment for
the benefit of creditors ("ABC"), the insolvent entity transfers
legal and equitable title, as well as custody and control of its
property, to a third party in trust.  Proceeds of the asset
dispositions are released by the Assignee to the Assignor's
creditors in accord with priorities established by law.

"In this case, the creditors and debtor decided that an ABC might
be a quicker and less expensive option than a traditional
bankruptcy," said Cohen.

The Sixth Avenue Electronics Union store is open for this final
sale Monday-Friday: 10:00 a.m.-9:30 p.m.; Saturday: 9:00 a.m.-
9:00 p.m.; and Sunday: 10:00 a.m.-7:00 p.m.  Cash and bankcards
will be accepted for payment.


SOUPER SALAD: Bankruptcy Judge Clears Sale of Chains
----------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge signed
off on the sale of SSI Group Holding Corp.'s Souper Salad and
Grandy's restaurant chains, which will bring in a total of nearly
$10 million to help pay the company's creditors.

As reported in the Troubled Company Reporter on Nov. 15, 2011, the
Debtor found a Texas buyer, led by former-Blockbuster chief John
Antioco, to offer the first bid of $1.6 million at its upcoming
bankruptcy auction.

Headquartered in San Antonio, Texas, Souper Salad Inc., --
http://www.soupersalad.com/-- operates an all-you-care-to-eat
soup and salad bar restaurant chain.  The Debtor filed for chapter
11 protection (Bankr. D. Ariz. Case No. 05-10160) on June 6, 2005.
Daniel Collins, Esq., at Collins, May, Potenza, Baran & Gillespie,
P.C., and Mark W. Wege, Esq., at Bracewell Giuliani, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it disclosed $16,115,715 in assets
and $50,383,179 in liabilities.


SPANSION LLC: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service downgraded Spansion LLC's Speculative
Grade Liquidity (SGL) rating from SGL-2 to SGL-3 and affirmed the
B1 Corporate Family Rating (CFR) and the instrument ratings. The
outlook is stable.

Rating Rationale

The revised SGL-3 rating reflects: (1) lower than expected cash
and, (2) the potential that Spansion may be unable to comply with
the leverage covenant in the bank term loan by mid-2012 due to the
expected steep decline in EBITDA in the fourth quarter of 2011.
Moody's now expects cash at year end 2011 to be below $240 million
due to negative cash flow during the 4th quarter of 2011,as well
as operating results which weakened relative to plan as the year
progressed.

Moody's expects Spansion's negative free cash flow to be at least
$60 million in the fourth quarter of 2011, $14 million of which is
due to the cash restructuring. An additional $10 million of
restructuring costs are planned for 2012.

Nevertheless, Moody's expects Spansion to turn free cash flow
("FCF", or cash from operations less capital spending less
dividends) positive in the first quarter of 2012 and remain so
every quarter thereafter, generating at least $110 million of FCF
for all of 2012. As a result, Moody's anticipates Spansion will
maintain cash and short term investments of at least $230 million.

The B1 corporate family rating (CFR) reflects Moody's belief that
the restructuring represents Spansion's proactive response to a
temporary cyclical slowdown. Spansion, with revenues of about $1.1
billion, produces embedded NOR flash memory for use in various
consumer and industrial applications. Spansion's plans call for
closing its Kuala Lumpur facility (by consolidating assembly and
testing at another Spansion facility), reducing staff elsewhere by
3% (together with closing Kuala Lumpur will bring total workforce
reduction to about 20% of Spansion's total), and accelerating the
withdrawal from the wireless market.

The rating could be lowered unless orders improve by early 2012 or
if Moody's expects Spansion will be unable to improve cash flow
such that annualized quarterly funds from operations (FFO) to debt
is at least 20% in the first quarter of 2012 and be on course to
at least 50% by the third quarter, or if cash falls below Moody's
expectations of about $230 million, or Spansion does material
share purchases.

Downgrades:

..Issuer: Spansion, LLC

.... Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2

....Senior Secured Bank Credit Facility, Downgraded to LGD3, 35%
from LGD3, 33%

The principle methodology used in rating Spansion is the Global
Semiconductor Industry Methodology. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


SSI GROUP: Wins OK to Sell Grandy's, Souper Salad for $10MM
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that SSI Group Holding
Corp. got the go-ahead from U.S. Bankruptcy Judge Mary F. Walrath
on Monday to sell its Grandy's and Souper Salad restaurant chains
to two separate buyers for a combined $10 million:

     -- an affiliate of Sun Capital Partners Inc. snatched up
        Grandy's for $6 million;

     -- the Souper Salad restaurant chain was sold for around
        $4 million to LNC Ventures LLC, which is headed by
        investors that previously operated two Souper Salad
        franchises.

Amanda Bransford at Bankruptcy Law360 reports that landlords
Weingarten Realty Investors, Developers Diversified Realty Corp.
and Regency Centers LP have objected to SSI Group's plan to
transfer Souper Salad restaurant leases to the buyer, expressing
concern over the buyers' ability to pay.  The shopping center
owners told a Delaware bankruptcy judge last week that SSI failed
to show that the investors, who previously operated two Souper
Salad franchises and use the company name LNC Ventures, have the
background or financing needed to meet SSI's lease obligations.

                           About SSI Group

On Sept. 14, 2011, SSI Group Holding Corp. -- which is behind two
southern restaurant chains, the healthy Souper Salad chain and
"comfort food"-serving Grandy's restaurants -- sought bankruptcy
protection (Bankr. D. Del. Case No. 11-12917) in Wilmington,
Delaware, after months of lackluster performance at its two
struggling restaurant chains, which combined operate about 120
locations, and its debts mounted to $47.5 million.  Judge Mary F.
Walrath presides over the case.  SSI reported $23.9 million in
assets as of Aug. 28, 2011.  The Debtor is represented by
Proskauer Rose LLP and Cozen O'Connor as counsel and Morgan Joseph
TriArtisan LLC as financial advisors.

Affiliates Super Salad, Inc. (Case No. 11-12918), SSI-Grandy's LLC
(Case No. 11-12919), and Souper Brands, Inc. (Case No. 11-12920),
also sought Chapter 11 protection on Sept. 14, 2011.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the case.  The Committee has hired Pachulski Stang
Ziehl & Jones LLP as counsel and Protiviti Inc. as financial
advisors.


STATE FAIR OF VIRGINIA: Section 341(a) Meeting Set for Jan. 12
--------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
of The State Fair of Virginia, Inc., on Jan. 12, 2012, at 2:00
p.m.  The meeting will be held at Office of the U.S. Trustee, 701
East Broad St., Suite 4300, Richmond, Virginia.

Creditors are requested to file their proof of claim by April 11,
2012.  Complaints for determination of dischargeability of debt
are due by March 12, 2012.

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 SFVA Inc.

SFVA Inc. -- http://www.statefair.com/-- operates State Fair of
Virginia.  According to the report, State Fair officials said
normal operations will continue during the bankruptcy proceeding
-- including next year's State Fair and Strawberry Hill Races.
They said they hope to emerge on a better financial footing and to
do so within 60 days to 90 days.

SFVA filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-
37588) on Dec. 1, 2011.  The Debtor estimated assets of $10
million to $50 million and estimated debts of $50 million to $100
million.  Curry A. Roberts signed the Petition as president.

The Debtor is represented by:

         Jonathan L. Hauser, Esq.
         TROUTMAN SANDERS LLP
         222 Central Park Avenue, Suite 2000
         P.O. Box 61185
         Virginia Beach, VA 23466-1185
         Tel: (757) 687-7768
         E-mail: jonathan.hauser@troutmansanders.com


STATE FAIR OF VIRGINIA: Seeks to Hire Troutman Sanders as Counsel
-----------------------------------------------------------------
The State Fair of Virginia, Inc., seeks permission from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Troutman Sanders LLP as its bankruptcy and restructuring counsel.
Prior to the Petition Date, Troutman Sanders represented the
Debtor in connection with various corporate, financing, and
litigation issues.

Troutman Sanders will, among other things:

   (a) advise the Debtor with respect to its powers and duties as
       debtor and debtor-in-possession in the continued management
       of its properties;

   (b) advise and consult on the conduct of the Debtor's
       bankruptcy cases, including all of the legal and
       administrative requirements of operation in chapter 11;

   (c) attend meetings and negotiate with representatives of
       creditors, Debtor's employees and other parties-in-
       interest;

   (d) advise the Debtor in connection with any sales of assets or
       business combinations, including the negotiation of asset,
       merger or joint venture agreements, evaluating competing
       offers, drafting appropriate corporate documents with
       respect to the proposed sales, and counseling the Debtor in
       connection with the closing of those sales;

   (e) advise the Debtor in connection with any postpetition
       financing and cash collateral arrangements and negotiate
       and draft documents relating thereto, and provide advice
       and counsel with respect to any prepetition financing
       arrangements; and

   (f) advice the Debtor on matters relating to the evaluation of
       the assumption, rejection or assignment of unexpired leases
       and executory contracts.

Troutman Sanders' current hourly rates are:

       Partners                             $335 to $900
       Counsels                             $290 to $675
       Associates                           $220 to $525
       Legal assistants and Support Staff   $135 to $290

The Debtor agrees to reimburse Troutman Sanders for its expenses
including, among other things, photocopies, travel expenses, long
distance telephone calls, and delivery and courier services.

For the period from Jan. 1, 2010, through Dec. 31, 2010, Troutman
Sanders received prepetition payments from the Debtor for fees and
expenses incurred totaling $413,685.  In addition, during the
period of Jan. 1, 2011, through Nov. 30, 2011, Troutman Sanders
received prepetition payments from the Debtor totaling $127,529.
Troutman Sanders received a retainer of $200,000 for filing of the
bankruptcy case.

Jonathan L. Hauser, Esq., assures the Court that Troutman Sanders
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

The firm can be reached at:

         Jonathan L. Hauser, Esq.
         TROUTMAN SANDERS LLP
         222 Central Park Avenue, Suite 2000
         P.O. Box 61185
         Virginia Beach, VA 23466-1185
         Tel: (757) 687-7768
         E-mail: jonathan.hauser@troutmansanders.com

                          About SFVA Inc.

SFVA Inc. -- http://www.statefair.com/-- operates State Fair of
Virginia.  According to the report, State Fair officials said
normal operations will continue during the bankruptcy proceeding
-- including next year's State Fair and Strawberry Hill Races.
They said they hope to emerge on a better financial footing and to
do so within 60 days to 90 days.

SFVA filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-
37588) on Dec. 1, 2011.  The Debtor estimated assets of $10
million to $50 million and estimated debts of $50 million to $100
million.  Curry A. Roberts signed the Petition as president.


STATE FAIR OF VIRGINIA: Seeks to Hire Aery as Financial Advisor
---------------------------------------------------------------
The State Fair of Virginia, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of Virginia for permission to employ
Aery, LLC, as its financial advisor.  Upon retention, Aery will:

   (a) analyze the Debtor's assets, liabilities, financial affairs
       and financial operations, and assist in the preparation of
       certain of the Debtor's financial reports;

   (b) assist in the preparation and review of all reports or
       filings as required by the Bankruptcy Court or the Office
       of the United States Trustee, including any monthly
       operating reports;

   (c) analyze and advice regarding the preparation of financial
       information for distribution to creditors and other
       parties-in-interest, including cash receipts and
       disbursements analysis, legal entity financial statements,
       analysis of various asset and liability accounts, and
       analysis of proposed transactions for which Bankruptcy
       Court approval is sought;

   (d) advise and assist the Debtor with respect to negotiation
       with creditors and other parties-in-interest concerning a
       plan; the formulation, preparation, and presentation of a
       plan; the review and analysis of financial reports,
       information, data and projections concerning proposals for
       a plan; preparation of such reports as may be appropriate
       in connection with a plan; investigation development,
       presentation of a disclosure statement; and any other
       financial matters relating to the formulation, preparation,
       and presentation of a plan; and

   (e) consult on financial issues and matters as requested by the
       Debtor.

Aery's current hourly rates for the Engagement range from $150 for
A. Lynn Ivey, III, to $50 for support staff.

The Debtor agrees to reimburse Aery for its costs and expenses
including, among other things, photocopies, travel expenses, long
distance telephone calls, and delivery and courier services.

For the period from Jan. 1, 2010, through Dec. 31, 2010, Aery
received prepetition payments from the Debtor for fees and
expenses incurred totaling $12,890.  In addition, during the
period from Jan. 1, 2011, through Nov. 30, 2011, Aery received
prepetition payments from the Debtor for fees and expenses
incurred totaling $31,616.  Aery received a retainer for its
assistance in the bankruptcy case in the amount of $25,000.

Lynn Ivey, president of Aery, LLC, assures the Court that her firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                          About SFVA Inc.

SFVA Inc. -- http://www.statefair.com/-- operates State Fair of
Virginia.  According to the report, State Fair officials said
normal operations will continue during the bankruptcy proceeding
-- including next year's State Fair and Strawberry Hill Races.
They said they hope to emerge on a better financial footing and to
do so within 60 days to 90 days.

SFVA filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-
37588) on Dec. 1, 2011.  The Debtor estimated assets of $10
million to $50 million and estimated debts of $50 million to $100
million.  Curry A. Roberts signed the Petition as president.

The Debtor is represented by:

         Jonathan L. Hauser, Esq.
         TROUTMAN SANDERS LLP
         222 Central Park Avenue, Suite 2000
         P.O. Box 61185
         Virginia Beach, VA 23466-1185
         Tel: (757) 687-7768
         E-mail: jonathan.hauser@troutmansanders.com


STUDIO ONE: Posts $1.6 Million Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
Studio One Media, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.6 million on $45,146 of revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$1.4 million on $102,870 of revenues for the three months ended
Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $2.6 million
in total assets, $1.9 million in total liabilities, and
stockholders' equity of $674,735.

As reported in the TCR on Nov. 17, 2011, SingerLewak LLP, in Los
Angeles, expressed substantial doubt about Studio One Media's
ability to continue as a going concern, following the Company's
results for the fiscal year ended June 30, 2011.  The independent
auditors noted that the Company has historically suffered
recurring losses from operations, has a substantial accumulated
deficit and has limited revenues.

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

                       http://is.gd/s1NoP0

Scottsdale, Ariz.-based Studio One Media, Inc., is a diversified
media and technology company with offices in Scottsdale, Arizona
and Hollywood, California.  Studio One is engaged in the research
and development of proprietary, leading- edge audio and video
technologies for professional and consumer use.  Studio One's
wholly-owned subsidiaries include MyStudio, Inc. and AfterMaster
HD Audio Labs, Inc.


STUDIO ONE: Restates Previously Filed Reports to Correct Errors
---------------------------------------------------------------
On Nov. 17, 2011, Studio One Media, Inc., filed amendments to its
Forms 10-Q for the quarterly periods ended March 31, 2011, and
Dec. 31, 2010, to correct errors relating to the accounting of
various note payable agreements that were renegotiated during the
period.

The Company originally recorded the amended agreements as debt
modifications.  Subsequently management determined that the
amendments should have been recorded as debt extinguishments
pursuant to ASC 470.  While management reviewed the accounting
surrounding the accounting for its debt, errors surrounding the
valuation of certain stock awards to employees and non-employees
were discovered that, when viewed separately from the debt
modification, do not have a material effect on the financial
statements as presented, however the Company has decided to also
include corrections for these items.

The corrected errors resulting from the modified debt affect the
following amounts and balances as of the period end: debt discount
associated with the modified debt, the amount of prepaid debt
issuance costs, the amortization of the debt discounts, debt
discount and beneficial conversion features, additional paid-in
capital, interest expense, and the loss on extinguishment of debt.

The corrected errors resulting from the revaluations of stock
awards affect the following amounts and balances as of the period
end: prepaid expenses, additional paid-in capital, and general and
administrative expenses.

Although no changes are expected with regard to the activities
reflected in the quarterly report filed for the period ending
March 31, 2011, the cumulative information reported in that report
for the nine-months then ended will be impacted by the restatement
of for the period ending Dec. 31, 2010.

     Restated Form 10-Q for Three Months Ended March 31, 2011

The Company reported a net loss of $2.0 million on $135,130 of
revenues for the three months ended March 31, 2011, compared with
a net loss of $1.4 million on $65,713 of revenues for the three
months ended March 31, 2010.

For the nine months ended March 31, 2011, the Company has reported
a net loss of $5.5 million on $369,440 of revenues, compared with
a net loss of $4.1 million on $132,084 of revenues for the nine
months ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $2.6 million
in total assets, $1.5 million in total liabilities, and
stockholders' equity of $1.1 million.

A copy of the Form 10-Q/A for the period ended March 31, 2011, is
available for free at http://is.gd/X6uFt0

     Restated Form 10-Q for Three Months Ended Dec. 31, 2010

The Company reported a net loss of $2.1 million on $131,440 of
revenues for the three months ended Dec. 31, 2010, compared with a
net loss of $1.2 million on $37,028 of revenues for the three
months ended Dec. 31, 2009.

For the six months ended March 31, 2011, the Company has reported
a net loss of $3.5 million on $234,310 of revenues, compared with
a net loss of $2.7 million on $66,371 of revenues for the six
months ended Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010, showed $2.8 million
in total assets, $1.6 million in total liabilities, and
stockholders' equity of $1.2 million.

A copy of the Form 10-Q/A for the period ended Dec. 31, 2010, is
available for free at http://is.gd/V9jOlW

                      About Studio One Media

Scottsdale, Ariz.-based Studio One Media, Inc., is a diversified
media and technology company with offices in Scottsdale, Arizona
and Hollywood, California.  Studio One is engaged in the research
and development of proprietary, leading- edge audio and video
technologies for professional and consumer use.  Studio One's
wholly-owned subsidiaries include MyStudio, Inc. and AfterMaster
HD Audio Labs, Inc.

                          *     *     *

The report of the Company's independent auditors on the Company's
financial statements for the year ended June 30, 2010, includes an
explanatory paragraph relating to the Company's ability to
continue as a going concern.  The Company has suffered substantial
losses from operations and require additional financing.

"Ultimately we need to generate additional revenues and attain
profitable operations.  These factors raise substantial doubt
about our ability to continue as a going concern."


SYMETRA FINANCIAL: Moody's Affirms 'Ba1' Jr. Sub. Notes Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior debt rating
for Symetra Financial Corporation (Symetra; NYSE: SYA) and the A3
long-term insurance financial strength (IFS) rating of Symetra's
key life insurance operating subsidiary, Symetra Life Insurance
Company (Symetra Life), and changed their rating outlook to
positive from stable. Other affiliated ratings were also affirmed
(see complete ratings list, below).

RATINGS RATIONALE

According to Moody's Assistant Vice President, Shachar Gonen, "The
positive outlook on Symetra reflects the company's improving
financial profile, highlighted by excellent capital adequacy (NAIC
Risk Based Capital ratio exceeded 450% at September 30, 2011)--
which is expected to remain robust under a stress scenario--and
improving financial flexibility." Symetra has also strengthened
its business profile by diversifying its growing fixed annuity
distribution channel, and the company is also expanding its
product portfolio, which should diversify the company's product
risk profile over time.

The rating agency noted that following senior management changes
in 2010, Symetra has embarked on a strategy to drive profitable
growth in its current markets and leverage its distribution
strengths and customer relationships with a variety of new product
offerings, including individual and group life, fixed indexed-
annuities, and potentially variable annuities (without living
benefit guarantees). As the company faces pressure to achieve
results, Gonen added, "Moody's expects the company to show
measured growth in new product sales while maintaining disciplined
pricing." If sales growth is achieved by compromising pricing
discipline, there would be downward rating pressure.

Moody's said the A3 IFS rating reflects Symetra's consistent
profitability, which has improved as asset losses have recovered
to near-historical levels, and good financial flexibility. The
rating is also supported by Symetra Life's relatively stable
liability profile, as well as its growing bank-distributed fixed
annuity business and broadening distribution network. However,
given the interest-sensitive nature of Symetra's deferred annuity
and structured settlement liabilities, the company will be
pressured if the current low interest rate environment persists.
Symetra is also challenged by its relatively modest position in
the life insurance market.

Moody's said the following factors could result in an upgrade:
return on capital (ROC) consistently above 6%; NAIC RBC ratio
maintained above 375%; consolidated financial leverage at Symetra
Financial below 30% and cash flow coverage of greater than 5x on a
consistent basis; no more than 20% of bank distributed annuity
sales with a single financial institution.

Conversely, the following factors could lead to a return of
Symetra's outlook to stable: failure to maintain pricing
discipline while growing sales; gross asset losses above $100
million (pre-tax) in 2012; consolidated financial leverage at
Symetra Financial above 30% or cash flow coverage less than 5x.

These ratings were affirmed and the outlook moved to positive from
stable:

Symetra Financial Corporation: senior debt at Baa3; junior
subordinated notes at Ba1 (hyb);

Symetra Life Insurance Company: long-term insurance financial
strength at A3; short-term insurance financial strength at Prime-
2.

Symetra Financial Corporation is a Bellevue-based, public company
that sells insurance and related financial products. At September
30, 2011, it reported consolidated GAAP assets of approximately
$28 billion and consolidated GAAP shareholders' equity of $3
billion. Symetra Life Insurance Company, its wholly-owned life
insurance subsidiary, reported total statutory assets of
approximately $24 billion and adjusted statutory capital and
surplus of $1.8 billion at September 30, 2011.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Life Insurers published in May 2010.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


TMP DIRECTIONAL: Files for Bankruptcy With Prepack Plan
-------------------------------------------------------
TMP Directional Marketing LLC, along with affiliates, filed for
bankruptcy (Bankr. D. Del. Case No. 11-13835) with plans to
liquidate its remaining assets.

TMP Directional is the defunct advertising agency spun off from
Monster Worldwide Inc.  Before it shut down in April, TMP, based
in Glendale, Wisconsin, employed 400 people.  TMP specialized in
placing ads in the yellow pages of local telephone books.  The
company "suffered due to numerous factors, including the recent
economic downturn, when the broader print advertising market
declined by approximately 20 percent," Timothy P. Nugent, TMP's
assistant treasurer said in court paper.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 plan has been accepted by more than
95% of voting creditors.  The Company estimated that unsecured
creditors will collect 11% to 18% of what they are owed.  Secured
lenders required TMP to pay them off earlier this year, helping
cause the business to shut down.

Audax Group acquired TMP Directional in the 2005 spinoff from
Monster.  Monster isn't in bankruptcy and is no longer involved in
the company.

According to the Bloomberg report, TMP asked U.S. Bankruptcy Judge
Mary Walrath to schedule a hearing on Jan. 17 to approve a plan to
transfer all of its remaining assets to a liquidating trust that
would distribute the proceeds to creditors.

The petition disclosed assets of $65.3 million, with debt totaling
$134.8 million.  Among the debt, $132.9 million is unsecured.

An ad hoc committee of unsecured creditors was formed to negotiate
a Chapter 11 plan. The committee's members have $112 million in
unsecured claims, court papers say.

The company blamed financial problems on the recession and the
accompanying decline in print advertising.


TOUSA INC: Approved to Pay Off $193 Million Revolver
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tousa Inc. was authorized by the bankruptcy court
last month to pay off the $193.2 million still outstanding on the
revolving credit where Citicorp North America Inc. serves as
agent.

The report relates that paying off the revolving credit will halt
the accrual of $1.2 million a month in interest that's eating into
any eventual recovery by unsecured creditors.  On top of the
principal repayment, Tousa will pay $1.2 million for interest
owing through the end of October at the non-default rate.  In
addition to November interest, the revolver lenders retain the
right to claim they are entitled to interest at the higher default
rate.

Tousa had almost $500 million cash at the end of October,
according to an operating report filed in bankruptcy court.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said that it no longer intends to pursue approval of its
liquidation plan because of the pending appeal of its fraudulent
transfer case in the U.S. Court of Appeals for the Eleventh
Circuit.  A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, N.Y., represent
the creditors committee.

Tousa's reorganization plan is on hold either temporarily or
permanently pending appeal to the Court of Appeals from a ruling
by a U.S. district judge in February reversing the bankruptcy
judge.  The district court held that the bankruptcy judge was
wrong in ruling that other lenders who were paid off before
bankruptcy received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  The Tousa committee filed a Chapter 11 plan in July 2010
based on an assumption it would win the appeal.


TRI-VALLEY CORP: Posts $2.7 Million Net Loss in 3rd Quarter
-----------------------------------------------------------
Tri-Valley Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $2.7 million on $684,975 of revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$1.6 million on $456,687 of revenues for the same period last
year.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $7.1 million on $1.9 million of revenues, compared
with a net loss of $6.0 million on $1.4 million of revenues for
the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$17.3 million in total assets, $8.7 million in total liabilities,
and stockholders' equity of $8.6 million.

Brown Armstrong Accountancy Corporation, in Bakersfield, Calif.,
expressed substantial doubt about Tri-Valley's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred a net
loss from operations for the year ended Dec. 31, 2010, and has a
retained earnings deficit as of Dec. 31, 2010.  "Tri-Valley
Corporation's reoccurring net loss raises substantial doubt about
its ability to continue as a going concern."

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

                       http://is.gd/f3mS0T

Bakersfield, Calif.-based Tri-Valley Corp. (NYSE Amex: TIV)
-- http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.


TRI-VALLEY CORP: Amends Previously Filed Reports to Correct Errors
------------------------------------------------------------------
On Nov. 17, 2011, Tri Valley Corporation filed restated financiasl
statements for the (i) the fiscal quarter ended June 30, 2010,
(ii) the fiscal quarter ended Sept. 30, 2010, (iii) the fiscal
year ended Dec. 31, 2010, (iv) the fiscal quarter ended March 31,
2011, and (v) the fiscal quarter ended June 30, 2011, to correct
the valuation of, and accounting for, the common stock and
warrants issued by the Company in a registered direct offering of
securities in April 2010, the accounting for incremental and
direct costs incurred to issue common stock and the acquisition of
assets from the TVC OPUS 1 Drilling Program, L.P.

The Company's restated income statements and balance sheets show:

                                              As Previously
                     As Restated                 Reported
                -----------------------  ------------------------
                 Net Loss     Revenues     Net Loss     Revenues

06/30/10 10-Q   $2,190,571   $1,556,623   $4,205,957   $1,556,623
09/30/10 10-Q   $1,647,159     $370,927   $5,642,994     $370,927
12/31/10 10-K   $8,665,797   $4,869,704  $13,515,075   $4,869,704
03/31/11 10-Q   $2,209,230     $720,905   $2,476,240     $720,905
06/30/11 10-Q   $2,270,694     $502,685   $2,636,341     $502,685

                  Liab.        Equity       Liab.        Equity

06/30/10 10-Q   $9,293,010   $2,454,972   $7,151,765   $4,596,217
09/30/10 10-Q   $9,859,383   $4,557,409   $8,492,818   $5,923,974
12/31/10 10-K   $8,533,824   $6,153,353   $8,533,824   $6,153,353
03/31/11 10-Q   $6,750,398   $9,208,509   $6,750,398   $9,208,509
06/30/11 10-Q   $6,599,634  $11,354,652   $6,599,634  $11,354,652

Full-text copies of the restated financial statements are
available for free at:

Fiscal Qtr. Ended 06/30/2010     http://is.gd/w9saq0
Fiscal Qtr. Ended 09/30/2010     http://is.gd/Gfjs1L
Fiscal Year Ended 12/31/2010     http://is.gd/P74WjN
Fiscal Qtr. Ended 03/31/2011     http://is.gd/wEZjgC
Fiscal Qtr. Ended 06/30/2011     http://is.gd/CV2gjU

Bakersfield, Calif.-based Tri-Valley Corp. (NYSE Amex: TIV)
-- http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.


TRANS ENERGY: Seven Directors Elected at Annual Meeting
-------------------------------------------------------
Trans Energy, Inc., on Nov. 30, 2011, held its Annual Meeting of
Stockholders by way of live webcast.  The Company's stockholders
approved the slate of directors consisting of seven members to
hold office until the next annual meeting of stockholder or until
their successors are duly elected and qualified.  The newly
elected directors are:

   (1) John G. Corp;
   (2) Loren E. Bagley;
   (3) William F. Woodburn;
   (4) Robert L. Richards;
   (5) Richard L. Starkey;
   (6) Stephen P. Lucado; and
   (7) Dr. Benjamin H. Thomas.

The stockholders approved the ratification of Maloney + Novotny,
LLC, as the Company's independent registered public accounting
firm for the fiscal year ending Dec. 31, 2011.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

The Company also reported net income of $11.36 million on
$10.83 million of revenue for the nine months ended Sept. 30,
2011, compared with net income of $21.38 million on $4.64 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$55.69 million in total assets, $26.18 million in total
liabilities, and $29.51 million in total stockholders' equity.

"Because our credit facility matures in six months and we do not
currently have the ability to repay the credit facility, there is
substantial doubt about our ability to continue as a going
concern," the Company said.


UNIGENE LABORATORIES: Regains Exclusive Rights of Oral PTH
----------------------------------------------------------
Unigene Laboratories, Inc., announced that the Company terminated
its amended and restated exclusive worldwide license agreement and
related development services and clinical supply agreement with
GlaxoSmithKline pertaining to an oral formulation of a
recombinantly produced parathyroid hormone (PTH) analog for the
treatment of osteoporosis in postmenopausal women.  The
termination of these agreements followed notification by GSK of
its decision not to proceed based on its internal evaluation
criteria.  As a result, Unigene regains the exclusive worldwide
rights to its oral PTH program with no financial obligations to
GSK.  Unigene also announced that through cost saving initiatives
along with the licensing of its validated, industry-leading oral
peptide drug delivery technology, based on the Company's current
projections, cash flow is expected to fund business operations
into the second half of 2012.

Ashleigh Palmer, President and CEO, stated, "We respect GSK's
decision and remain extremely pleased with the positive and
statistically significant Phase 2 data reported last month.  These
results have further validated Unigene's proprietary oral peptide
drug delivery technology and, importantly, clearly demonstrate the
viability of an oral PTH product, having successfully achieved
proof-of-concept.  Given our extremely successful turnaround track
record and proven business development competence, we are
confident we will find the best advanced stage development partner
and licensee over the course of the coming year to not only
continue but accelerate the development and commercialization of
our promising oral PTH program."

On Nov. 9, 2011, Unigene announced positive top-line results of
its Phase 2 clinical study evaluating an experimental oral PTH
analog for the treatment of osteoporosis in 93 postmenopausal
women.  The study achieved its primary endpoint with statistical
significance and was conducted by Unigene as part of the now
terminated agreements.  The Company will be reimbursed by GSK for
all invoiced work in connection with the conduct of the study
through Nov. 30, 2011.

The primary objective of the study was to assess the change in
bone mineral density (BMD) at the lumbar spine, a clinically
validated predictor of fracture risk.  The study demonstrated
once-daily treatment with 5mg of orally delivered PTH resulted in
a statistically significant mean increase in BMD at the lumbar
spine of 2.2 percent (p<0.001) at week 24 as compared to baseline.

Secondary endpoints in the Phase 2 study evaluated an open label
comparator arm of injectable Forsteo (teriparatide), an approved
treatment for osteoporosis, and placebo to assess the changes in
BMD at the lumbar spine at 24 weeks.  The Forsteo comparator arm
showed a statistically significant increase in BMD compared to
baseline, consistent with previously reported data.  The placebo
arm showed a non-significant decline in BMD.  Safety,
tolerability, pharmacokinetics (PK) and biochemical markers of
bone formation and resorption were also evaluated in the study.
Positive trends in bone formation at week 24 were seen in both the
oral PTH and Forsteo arms.  Importantly, the 5mg dose of oral PTH
demonstrated consistency of exposure at weeks 1 and 24 with the
appropriate pulsatile PK profile.  There were no drug-related
serious adverse events and no occurrences of hypercalcemia which
is a common side effect of PTH therapies.  The most common adverse
event in the oral PTH arm was abdominal pain.

Unigene will now seek to publish the full data set of the
statistically significant Phase 2 results in a scientific journal
and appropriate scientific conferences in 2012.

Palmer continued, "Our oral PTH product candidate has the
potential to transform the lives of the estimated 75 million
people in Europe, the US and Japan who are impacted by
osteoporosis, while redefining the $5 billion global marketplace
for pharmaceutical treatments for the disease.  The PTH injectable
market alone currently represents approximately $1 billion with
sales expected to double over the next two to three years.  At
present, there is no cure for osteoporosis.  Available treatments
can strengthen bones and help reduce the risk of fractures, but
require a painful injection to deliver the drug with serious side
effects.  Our oral PTH has the potential to greatly improve
patient compliance and convenience while offering a therapeutic
effect that has demonstrated statistically significant results and
is comparable to the currently approved, gold-standard therapies."

                           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.


VOICES OF FAITH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Voices of Faith Ministries, Inc.
        2500 Rockbridge Road
        Stone Mountain, GA 30087

Bankruptcy Case No.: 11-85028

Chapter 11 Petition Date: December 5, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: John A. Moore, Esq.
                  THE MOORE LAW GROUP, LLC
                  1745 Martin Luther King Jr. Dr.
                  Atlanta, GA 30314
                  Tel: (678) 288-5600
                  Fax: (888) 553-0071
                  E-mail: jmoore@moorelawllc.com

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

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

The petition was signed by Gary Hawkins, Sr., CEO.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Gary Hawkins, Sr.         Payroll                $54,000
1303 WoodIron Dr.
Duluth, GA 30097

Windstream                Utility                $20,492
2 North Main Street
Greenville, SC 29601

BBT Bank Card Services    Unsecured              $14,765
P. O. Box 580340,
Charlotte, NC
28258-0340

Delat Fire Alarm &        Vendor                 $11,458
Low Voltage Systems

Chase Bank                Unsecured              $11,230

City of Conyers           Taxes                  $9,163

Protection One            Vendor                 $8,741

Gwinnett County           Taxes                  $7,000
Tax Commissioner

Cox Communications        Vendor                 $5,400

AD Out Limited            Vendor                 $5,017

Georgia Power             Utility                $5,000

Walton EMC                Utility                $4,964

24/7 Team Sales           Vendor                 $4,500

Abeka Books               Vendor                 $4,000

Quality Diesel            Vendor                 $3,000

Roth Staffing             Vendor                 $2,941
Companies

C&S Copiers               Vendor                 $2,610

Accounttemps              Vendor                 $2,520

Atlanta Interfaith        Vendor                 $2,475
Broadcasters

Family Christian Stores   Vendor                 $1,689


VITRO SAB: Dealt Setbacks by District Judge, U.S. Trustee
---------------------------------------------------------
Bill Rochelle, bankruptcy columnist for Bloomberg News, reports
that holders of some of Vitro SAB's $1.2 billion in defaulted
bonds won a victory in U.S. District Court in Dallas and received
a boost from the U.S. Trustee.

According to the report, U.S. District Judge Barbara M.G. Lynn
denied a request by Vitro for an interlocutory appeal from an
order of the bankruptcy court allowing bondholders to sue non-
bankrupt Vitro subsidiaries.  Vitro argued unsuccessfully in
bankruptcy court that the suit in New York state court violated
the so-called automatic stay in bankruptcy.

The report relates that the U.S. Trustee filed a motion last week
to convert the Chapter 11 cases of several Vitro subsidiaries to
liquidations in Chapter 11.  The conversion motion is on the
calendar of the bankruptcy court in Dallas for Dec. 29.

The bankruptcy court, the report discloses, ruled in late October
that bondholders weren't violating the bankruptcy stay by suing
non-bankrupt Vitro subsidiaries.  Bondholders want the New York
state court to rule that nothing occurring the Mexican bankruptcy
proceedings for the Vitro parent can affect the subsidiaries'
liability for the defaulted bonds.

Mr. Rochelle relates that district Judge Lynn, no relation to
Bankruptcy Judge Michael Lynn in Fort Worth, Texas, told Vitro
last week that she wouldn't allow an appeal because the ruling by
the bankruptcy court didn't dispose of an entire controversy.
The U.S. Trustee, in seeking conversion of the subsidiaries' cases
to liquidation, said that the assets were all sold in June,
leaving no income to offset $5 million in post-bankruptcy
expenses, including more than $500,000 in unpaid attorneys' fees.

According to Mr. Rochelle, the bondholders are opposing the
Mexican reorganization plan because shareholders could retain
ownership while bondholders aren't being paid in full.  There are
multiple other disputes between Vitro and the bondholders,
including an appeal by bondholders from orders by the bankruptcy
judge refusing to force other Vitro subsidiaries into bankruptcy.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push
through a plan to buy back or swap US$1.2 billion in debt from
bondholders based on the vote of US$1.9 billion of intercompany
debt when third-party creditors were opposed.  Vitro as a result
dismissed the first Chapter 15 petition following the ruling by
the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court
in Monterrey.  The approval vote was evidently obtained using
claims of affiliates.  The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.  Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49% to 54% of creditors' claims.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No.10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-
47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477);
Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478);
B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479);
Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480);
Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP
Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.


WASHINGTON MUTUAL: Agrees to $41.5M Securities Lawsuit Deal
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Washington Mutual
Inc., along with former chief executive Kerry Killinger and other
co-defendants, have agreed to a $41.5 million settlement of
securities class actions, part of a long line of litigation that
trailed the company into bankruptcy.

                     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.


WAVE SYSTEMS: Expects $1.7 Million Revenue Through End of 2012
--------------------------------------------------------------
Wave Systems Corp., through one of its distribution partners,
delivered in-full against a $1.7 million order from one of the
world's leading international oil and gas companies for Wave's
EMBASSY Remote Administration Server, EMBASSY Protector software
and related maintenance services to manage laptop computers with
self-encrypting drives.

The order, which involves tens of thousands of licenses and
related software maintenance through the end of 2012, is a "large"
class order (5,000 or more licenses) for which VSOE has not yet
been achieved.  As a result, Wave expects to record $1.7 million
as revenue ratably through the end of 2012.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company also reported a net loss of $5.93 million on $25.10
million of total net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.91 million on $19.01 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $27.53
million in total assets, $13.23 million in total liabilities and
$14.30 million in total stockholders' equity.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the twelve-months ending Sept. 30, 2012.  Given
the uncertainty with respect to Wave's revenue forecast for the
twelve-months ending Sept. 30, 2012, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the twelve-
months ending Sept. 30, 2012.  As of Sept. 30, 2011, the Company
had approximately $6.9 million of cash on hand and positive
working capital of approximately $1.3 million.  Considering the
Company's current cash balance and Wave's projected operating cash
requirements, the Company projects that it will have enough liquid
assets to continue operating through Sept. 30, 2012.  However, due
to the Company's current cash position, its capital needs over the
next twelve months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
its sales forecast for its products and services, substantial
doubt exists with respect to its ability to continue as a going
concern.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.


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

-- Section 1003(a)(ii) -- stockholders' equity of less than
$4,000,000 and losses from continuing operations and/or net losses
in three of Winland's four most recent fiscal years.

Winland has been afforded the opportunity to submit a plan of
compliance to the Exchange by December 29, 2011 that provides for
Winland to regain compliance with Section 1003(a)(ii) by May 29,
2013.  If Winland does not submit a plan or if the plan is not
accepted by the Exchange, Winland will be subject to delisting
procedures as set forth in Section 1010 and part 12 of the Company
Guide.

                         About Winland Electronics

Winland Electronics, Inc.  -- www.winland.com/ -- is an industry
leader of critical condition monitoring devices.  Products
including EnviroAlert, WaterBug, TempAlert, Vehicle Alert and more
are designed in-house to monitor critical conditions for
industries including health/medical, grocery/food service,
commercial/industrial, as well as agriculture and residential.
Proudly made in the USA, Winland products are compatible with any
hard wire or wireless alarm system and are available through
distribution worldwide. Headquartered in Mankato, MN, Winland
trades on the NYSE Amex Exchange under the symbol WEX.


WPCS INTERNATIONAL: In Talks of Forbearance with Bank of America
----------------------------------------------------------------
WPCS International Incorporated and its United Stated based
subsidiaries, previously entered into a loan agreement, dated
April 10, 2007, as extended, modified and amended several times,
with Bank of America, N.A.

Pursuant to the 2nd Forbearance Amendment dated Sept. 27, 2011,
the Bank agreed to forbear as a result of existing events of
default under the Loan Agreement until the earlier of (a) Nov. 30,
2011, or (b) an event of termination under the 2nd Forbearance
Amendment.  Pursuant to the 2nd Forbearance Amendment, the Company
and the Bank agreed that effective Nov. 30, 2011, the Loan
Agreement was to be repaid in full and no funds were available.

The Company did not repay the Loan Agreement on or before Nov. 30,
2011, at which time the outstanding borrowings under the Loan
Agreement were $2,365,158.  In addition, the Company did not make
a forbearance payment to the Bank of $75,000, which was due on
Nov. 30, 2011.  As a result, the failure to repay the Loan
Agreement and make the forbearance fee payment constitutes events
of default.

The Company and Bank has commenced discussions concerning a
further forbearance amendment to the Loan Agreement, however,
there can be no assurance that the Company and Bank will come to
any agreement regarding repayment, forbearance, waiver or
modification of the Loan Agreement.

The Company is seeking alternative debt financing and has
conducted discussions with other senior lenders to replace the
Loan Agreement.  The Company may not be successful in obtaining
alternative debt financing or additional financing sources may not
be available on acceptable terms.  If the Company is required to
repay the Loan Agreement, the Company has sufficient working
capital to repay the outstanding borrowings.

                     About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.


W.R. GRACE: To Hike Prices for N.A. Admixtures Effective Jan. 1
---------------------------------------------------------------
Grace Construction Products, an operating segment of W. R. Grace &
Co. (NYSE: GRA), announced that effective January 1, 2012, it is
implementing price increases averaging 5% across North American
concrete and masonry product lines.  The pricing for certain
products may increase by more than 10%.

The price increases are required due to continued demand for
chemical streams globally, which has put pressure on the cost and
availability of raw materials used in these product lines.

                About Grace Construction Products

Grace Construction Products is a world-leading provider of
technically superior concrete admixtures, fibers, surface
treatments and products for decorative concrete that make concrete
stronger, longer lasting, crack resistant, aesthetically pleasing
and cost efficient.  The company is also a leading manufacturer of
waterproofing and air barrier systems, fire protection products,
additives for cement processing and masonry products, and has
plants and sales offices around the world.  For more information,
customers can contact their local Grace Construction Products
sales representative or visit http://www.graceconstruction.com.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Completes Silica Gel Facility Expansion in Brazil
-------------------------------------------------------------
W.R. Grace & Co. (NYSE: GRA) is celebrating the expansion of its
manufacturing facility in Sorocaba, Brazil, on November 21 with a
ribbon cutting ceremony attended by community leaders, customers
and employees.

The expansion enables Grace to increase production of silica gel
for the renewable fuels industry, particularly for biodiesel and
renewable diesel, as well as other consumer and industrial
applications.  Grace's TriSyl(R) silica improves a refinery's
economics by removing contaminants from natural oil feedstocks
more efficiently than alternative products.

Greg Poling, President and Chief Operating Officer of W. R. Grace
& Co., commented, "This expansion represents a significant
investment in Latin America as part of our strategy to strengthen
our presence in emerging regions.  With this additional capacity,
we are positioned to provide even more resources for our local and
regional customers."

Mr. Poling continued, "I'd like to thank the team involved in this
expansion.  They completed the construction on time and on budget
with no recordable or lost time safety incidents."

The Sorocaba site began silica production in 1984 and is currently
Grace's largest facility in Latin America.  The site produces more
than 50 grades of silica that are used for applications such as
paints, plastics, beer and other beverages, pharmaceuticals and
edible oils.  Grace has produced more than 100,000 tons of silica
in Sorocaba that have been exported throughout Latin America.  The
site also manufactures can coatings and cement and concrete
additives and houses a research and development center and
technical customer service lab.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace has obtained confirmation from the bankruptcy court of
a plan co-proposed with the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.   The Chapter 11 plan is built around an April
2008 settlement for all present and future asbestos personal
injury claims, and a subsequent settlement for asbestos property
damage claims.  Implementation of the Plan has been held up by
appeals in District Court from various parties, including a group
of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YELLOW MEDIA: S&P Lowers Corporate Credit Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Montreal-based Yellow Media Inc. to 'BB-' from
'BB+'. Standard & Poor's also placed the company on CreditWatch
with negative implications.

"At the same time, we lowered our issue-level rating on the
company's senior unsecured debt to 'BB-' (the same as the
corporate credit rating on Yellow Media) from 'BB+', and revised
our recovery rating on the debt to '4' from '3'. A '4' recovery
rating indicates our expectation for average (30%-50%) recovery in
the event of a default," S&P said.

"We also lowered our issue-level rating on Yellow Media's
subordinated debt to 'B' (two notches below the corporate credit
rating) from 'BB-'. The recovery rating on this debt is unchanged
at '6', indicating our expectation of negligible (0%-10%) recovery
in a default situation," S&P said.

"Finally, we lowered our Canada scale rating on the company's
preferred shares to 'P-4 (Low)' from 'P-4 (High)'. All of the
issue level ratings have been placed on CreditWatch negative,
reflecting the downgrade on the company," S&P said.

At Sept. 30, the company had about C$1.9 billion of debt and about
C$732 million of preferred shares outstanding.

"The downgrade and CreditWatch listing reflect our concerns about
a further deterioration in operating performance and rising
refinancing risks at Yellow Media," said Standard & Poor's credit
analyst Madhav Hari. "Specifically, we now believe that print
declines will accelerate beyond our low-to-mid teens percent
expectations and that the company will be challenged to increase
its online revenue at the levels we had imputed in our previous
assumptions," Mr. Hari added.

"As such, erosion of overall revenue could be steeper in the near
term while visibility for the timing of revenue stabilization or
turnaround is very poor. More important, given print acceleration
and the greater degree of investment needed to even sustain a
lower pace of online growth, we now believe operating margins
could prove to be below our previous expectations of about 50%.
Consequently, we expect discretionary operating cash flow to
weaken, which would limit the company's financial flexibility.
Given significant uncertainty with regard to the company's ability
to renew or extend its bank facilities beyond February 2013, and
arguably poor access to the capital markets (as evidenced by
pricing of the company's equity and debt securities), we believe
refinancing risks associated with the company's future debt
maturities, including the C$255 million medium-term notes due
2013, has increased meaningfully," S&P said.

Yellow Media is a holding company that owns Yellow Pages Group
(YPG) and Canpages Inc. YPG is Canada's largest telephone
directories publisher and owner and operator of the leading online
telephone directories in Canada. It publishes about 340 different
directories annually with a total circulation of about 23 million
copies.

"The CreditWatch negative placement indicates that we could either
affirm or lower the ratings on Yellow Media by one or more notches
in the near future. Standard & Poor's will likely resolve this
CreditWatch once it has had an opportunity to fully evaluate the
measures company management has taken to mitigate refinancing
risk, to review Yellow Media's operating performance for the
fourth quarter of 2011, and to establish its cash generation
prospects for 2012," S&P said.


ZURVITA HOLDINGS: Guy Norberg Resigns from Board of Directors
-------------------------------------------------------------
Guy P. Norberg resigned from his position as a member of the board
of directors of Zurvita Holdings, Inc., effective Nov. 30, 2011, .
There were no disagreements or dispute between Mr. Norberg and the
Company which led to his resignation.

                      About Zurvita Holdings

Based in Houston, Tex., Zurvita Holdings, Inc., is a direct sales
marketing company offering high-quality products and services
targeting individuals, families and small businesses.

The Company reported net income of $1.61 million on $4.62 million
of total revenues for the year ended July 31, 2011, compared with
a net loss of $11.51 million on $6.30 million of total revenues
during the prior year.

The Company's balance sheet at July 31, 2011, showed $404,336 in
total assets, $3.97 million in total liabilities, $6.02 million in
redeemable preferred stock, and a $9.59 million total
stockholders' deficit.

Meeks International, LLC, expressed substantial doubt substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations and has not generated sufficient
cash flows from operations to meet its needs.


* Above-Average Income Debtors Keep Income Tax Refunds
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Chapter 13 debtors with above-average income
modified their plan, they were not required to commit 50% of tax
refunds to payment of creditors' claims, U.S. District Judge
William C. Griesbach from Milwaukee ruled on Nov. 23.

According to the report, the judge explained how it is the custom
in Wisconsin to require Chapter 13 debtors with below-average
income to devote one-half of tax refunds to payment of creditors'
claims while debtors with above-average income aren't.  Judge
Griesbach admitted the rule seems "counter-intuitive."

The report relates that Judge Griesbach explained how below-
average income debtors deduct income actually withheld for taxes,
compared with above-average debtors who don't.  Those deductions
typically result in tax refunds, making the rule logical and a
disincentive to overwithhold before bankruptcy.  Judge Griesbach
upheld the ruling of the bankruptcy court, saying the result in
the context of an amended plan is consistent with the plain
language of the statute, Section 1325 of the U.S. Bankruptcy Code.

The case is King v. Robenhorst, 11-573, U.S. District Court,
Eastern District of Wisconsin (Milwaukee).


* Consumer Bankruptcy Filings Drop 12% in November
--------------------------------------------------
American Bankruptcy Institute reports that U.S. consumer
bankruptcy filings totaled 100,980 nationwide during November, a
12% decrease from the 114,587 total consumer filings recorded in
November 2010.


* Financial Crimes Stemming From Crisis Bedevil Prosecutors
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a former top U.S.
official in charge of investigating the financial crisis said the
government has concluded that many inquiries of wrongdoing by
financial executives can't succeed as criminal prosecutions.


* S&P: Media, Oil-Gas, Dining-Retail Sectors Face Most Stress
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that U.S. companies in
the media and entertainment sector continued to face the most
credit stress last month, followed by issuers in the oil-and-gas
and retail-and-restaurant industries, according to the latest
report from Standard & Poor's Ratings Services.


* Cleary Gottlieb's Schweitzer Named as Law360's Bankruptcy MVP
---------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Cleary Gottlieb
Steen & Hamilton LLP partner Lisa Schweitzer played a key role
this summer in orchestrating bankrupt Nortel Networks Inc.'s
massive and creative $4.5 billion sale of its patent portfolio --
the largest such sale ever -- landing her a spot among Law360's
Bankruptcy MVPs.


* Coleman Bankruptcy Lawyer Joins Levenfeld Pearlstein
------------------------------------------------------
Levenfeld Pearlstein LLC said on Dec. 2 that Steve Jakubowski has
joined the firm as a partner in its Restructuring & Insolvency
Service Group.  A 25-plus year veteran of the practice of
bankruptcy law, Jakubowski joins LP from The Coleman Law Firm, a
Chicago-based litigation boutique, where he spent the last 14
years.

Mr. Jakubowski focuses his practice on complex chapter 11
bankruptcies and other bankruptcy litigation and reorganization
matters, as well as commercial litigation involving distressed
companies in a broad range of industries. He has served as
bankruptcy counsel in a number of high profile matters, including
that of Carter Hawley Hale Stores Inc., where he acted as counsel
to the debtor.  Mr. Jakubowski also was principally involved in
representing the bankruptcy estate of the subprime auto lender
Reliance Acceptance Group in its post-confirmation litigation over
a failed split from Cole Taylor Bank in 1997. In addition, he has
successfully handled matters on behalf of BioSafe Medical
Technologies and Chicago Bulls star Scottie Pippen, and
represented the Creditors' Committees in the bankruptcies of Jay's
Snacks and Glazed Investments, a large Krispy Kreme franchisee.
Mr. Jakubowski also has significant experience as a principal in
the landfill gas-to-energy and renewable energy fields.

Earlier in his career, Mr. Jakubowski served as an officer of two
reorganizing companies. The Delaware bankruptcy court appointed
him chief operating officer of a public restaurant company in
1995, and he acted as chairman and chief executive officer of New
England's top regional snack manufacturer in 1996. In both
engagements, Mr. Jakubowski successfully led the operating entity
out of chapter 11 bankruptcy.

Mr. Jakubowski is the founder and author of nearly all content on
the Bankruptcy Litigation Blog, the Internet's first bankruptcy
blog, which has received over 650,000 page visits since its
inception in 2005. He earned his B.S. from Union College and his
J.D. from University of Chicago Law School.

Levenfeld Pearlstein's Restructuring & Insolvency Law Service
Group has deep experience in all facets of assignments,
bankruptcy, crisis management, out-of-court workouts, and
receiverships. The practice is national and international in
scope; our attorneys have led engagements across the United States
and internationally.


* Joshua Cohen Joins Wendel, Rosen, Black & Dean LLP
----------------------------------------------------
Joshua Cohen joins Wendel, Rosen, Black & Dean LLP as a partner.
Most recently, he was a principal and chaired the Litigation Group
at Morgan Miller Blair, where he practiced in the Business and
Technology Group.

"Josh has a solid reputation within the Northern California legal
community and brings with him substantial experience handling East
Bay business and intellectual property disputes," said Wendel
Rosen's Managing Partner Daniel Rapaport.  "IP is one of the areas
we have strategically expanded in recent years in direct response
to increasing client demand.  It is very exciting to be able to
attract attorneys of Josh's caliber and his recently added Morgan
Miller colleagues, Pattie Curtin and Todd Williams.  We are
strongly positioned for continued growth in 2012."

Cohen has 15 years of intellectual property and business
litigation experience.  He has successfully represented numerous
manufacturing, biotech, technology and corporate clients in high-
stakes disputes involving trademark infringement, trade secret
misappropriation, unfair competition, fraud, corporate control and
breach of merger agreement claims, as well as litigated real
estate matters for some of the country's largest homebuilders.
Cohen has acted as lead counsel on jury and bench trials as well
as arbitrations, mediations and appeals.

Cohen is a member of the Association of Business Trial Lawyers,
the East Bay Economic Development Alliance, the Council of
Business Advisors, and co-chairs the Litigation Section of the
Contra Costa County Bar. He serves on the California Shakespeare
Theater's board of directors.  He received his J.D. from the
University of California, Davis, School of Law (1996) and his B.A.
from the University of California, Los Angeles (1984).

                        About Wendel Rosen

Wendel, Rosen, Black & Dean LLP serves a diverse clientele of
business, public and individual clients located throughout
California and the United States.  With offices in Oakland and
Modesto, California, the 101-year-old firm advises clients on
transactional and civil litigation matters in several related
fields of law, including real estate; business/corporate;
construction; creditors' rights/bankruptcy; eminent domain;
employment; environmental; estate planning, trusts and probate;
green business; insurance; intellectual property; land use;
taxation; and technology.


* Carlota Bohm Appointed as W.D. Pennsylvania Bankruptcy Judge
--------------------------------------------------------------
The Third Circuit Court of Appeals appointed Bankruptcy Judge
Carlota M. Bohm to a fourteen-year term of office in the Western
District of Pennsylvania, effective November 28, 2011, (vice Bruce
M. McCullough).

Judge Bohn can be reached at:

          Honorable Carlota M. Bohm
          United States Bankruptcy Court
          5464 U.S. Steel Tower
          600 Grant Street
          Pittsburgh, PA 15219

          Telephone: 412-644-4328
          Fax: 412-644-4331
          Judicial Assistant: Donna M. Sawchak
          Law Clerk: not available
          Term expiration: November 27, 2025


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Jack Hines
    Bankr. S.D. Ala. Case No. 11-04872
      Chapter 11 Petition filed November 29, 2011

In re G-12, LLC
    Bankr. D. Ariz. Case No. 11-bk-32702
      Chapter 11 Petition filed November 29, 2011
         See http://bankrupt.com/misc/azb11-32702.pdf
         represented by: SCOTT H. GAN, Esq.
                         MESCH, CLARK & ROTHSCHILD, P.C.
                         E-mail: ecfbk@mcrazlaw.com

In re Glen G, LLC
    Bankr. Case No. D. Ariz. Case No. 11-bk-32705
      Chapter 11 Petition filed November 29, 2011
         See http://bankrupt.com/misc/azb11-32705.pdf
         represented by: Scott H. Gan., Esq.
                         MESCH, CLARK & ROTHSCHILD, P.C.
                         E-mail:  ecfbk@mcrazlaw.com

In re Cha Cha, LLC
    Bankr. D. Ariz. Case No. 0:11-bk-32708
      Chapter 11 Petition filed November 29, 2011
         See http://bankrupt.com/misc/azb11-32708.pdf
         represented by: Scott H. Gan., Esq.
                         MESCH, CLARK & ROTHSCHILD, P.C.
                         E-mail:  ecfbk@mcrazlaw.com

In re Curtis Citrus, LLC
    Bankr. D. Ariz. Case No. 0:11-bk-32709
      Chapter 11 Petition filed November 29, 2011
         See http://bankrupt.com/misc/azb11-32709.pdf
         represented by: Scott H. Gan., Esq.
                         MESCH, CLARK & ROTHSCHILD, P.C.
                         E-mail:  ecfbk@mcrazlaw.com

In re 75th Investment Group Inc
    Bankr. C.D. Calif. Case No. 11-bk-23765-
      Chapter 11 Petition filed November 29, 2011
         See http://bankrupt.com/misc/cacb11-23765.pdf
         represented by: Robert Ross, Esq.
                         KLASS, ROSS & HELMAN

In re Nicky Michaels
    Bankr. C.D. Calif. Case No. 11-46186
      Chapter 11 Petition filed November 29, 2011

In re Robert Grey
    Bankr. C.D. Calif. Case No. 11-23768
      Chapter 11 Petition filed November 29, 2011

In re Donna Hankins
    Bankr. N.D. Calif. Case No. 11-72445
      Chapter 11 Petition filed November 29, 2011

In re Larry Gentry
    Bankr. D. Colo. Case No. 11-37658
      Chapter 11 Petition filed November 29, 2011

In re Susan Gentry
    Bankr. D. Colo. Case No. 11-37658
      Chapter 11 Petition filed November 29, 2011

In re Cindi Walck
      Randall Walck
    Bankr. D. Colo. Case No. 11-37706-
      Chapter 11 Petition filed November 29, 2011

In re The Swartz Family Trust
    Bankr. M.D. Fla. Case No. 6:11-bk-17872
      Chapter 11 Petition filed November 29, 2011
         See http://bankrupt.com/misc/flmb11-17872.pdf
         represented by: William G. Roy, III, Esq.
                         THE ROY LAW FIRM
                         E-mail: wgr@roylawfirm.com

In re Prestige Auto Sale & Service Group
    Bankr. N.D. Ill. Case No. 11-47947
      Chapter 11 Petition filed November 29, 2011
         See http://bankrupt.com/misc/ilnb11-47947.pdf
         represented by: Manuel A. Cardenas, Esq.
                         E-mail: manuelantonio_cardenas@yahoo.com
                                 mac.cardenaslaw@att.net
                                 edwinusa@att.net

In re Friendship Baptist Church Of Evanston
    Bankr. N.D. Ill. Case No. 11-48031
      Chapter 11 Petition filed November 29, 2011
         See http://bankrupt.com/misc/ilnb11-48031.pdf
         represented by: Thomas W Drexler, Esq.
                         LAW OFFICE OF THOMAS W DREXLER
                         E-mail: drexler321@aol.com

In re Saroosh Razi
    Bankr. D. Minn. Case No. 11-47670
      Chapter 11 Petition filed November 29, 2011

In re Thomas Schaeffer
    Bankr. W.D. Mo.  Case No. 11-31121
      Chapter 11 Petition filed November 29, 2011

In re Melvyn Weintraub
    Bankr. S.D.N.Y. Case No. 11-15499
      Chapter 11 Petition filed November 29, 2011

In re GUY STICHAUF
    Bankr. D. Nev. Case No. 11-28440
      Chapter 11 Petition filed November 29, 2011

In re Raymond Walding
    Bankr. S.D. Ala. Case No. 11-04878
      Chapter 11 Petition filed November 30, 2011

In re Ofelia Santos
    Bankr. C.D. Calif. Case No. 8-11-bk-26520
      Chapter 11 Petition filed November 30, 2011

In re Juan Ornelas-Vega
    Bankr. N.D. Calif. Case No. 11-14318
      Chapter 11 Petition filed November 30, 2011

In re Julie Norris
    Bankr. D. Colo. Case No. 11-37771
      Chapter 11 Petition filed November 30, 2011

In re Kevin Norris
    Bankr. D. Colo. Case No. 11-37771
      Chapter 11 Petition filed November 30, 2011

In re Jane Sanzone
    Bankr. D. Conn. Case No. 11-52371
      Chapter 11 Petition filed November 30, 2011

In re Raymond Sanzone
    Bankr. D. Conn. Case No. 11-52371
      Chapter 11 Petition filed November 30, 2011

In re George Makrigiannis
    Bankr. D. Mass. Case No. 11-21193
      Chapter 11 Petition filed November 30, 2011

In re Robert Ryce
    Bankr. D. Md. Case No. 11-33494
      Chapter 11 Petition filed November 30, 2011

In re 3L Transport, Inc.
    Bankr. E.D. Mich. Case No. 11-70636
      Chapter 11 Petition filed November 30, 2011
         See http://bankrupt.com/misc/mieb11-70636.pdf
         represented by: Scott Kwiatkowski, Esq.
                         E-mail: scott@bk-lawyer.net

In re Home Care Software Solutions, Inc.
    Bankr. E.D.N.C. Case No. 11-09060
      Chapter 11 Petition filed November 30, 2011
         See http://bankrupt.com/misc/nceb11-09060.pdf
         represented by: Jason L. Hendren, Esq.
                         HENDREN & MALONE, PLLC
                         E-mail: aspangler@hendrenmalone.com

In re Stephen Carlile
    Bankr. W.D. Okla. Case No. 11-16496
      Chapter 11 Petition filed November 30, 2011

In re DAVID BURGE
    Bankr. M.D. Tenn. Case No. 3-11-bk-11963
      Chapter 11 Petition filed November 30, 2011


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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