TCR_Public/111221.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 21, 2011, Vol. 15, No. 353

                            Headlines

155 EAST TROPICANA: Court OKs Ernst & Young as Auditor
155 EAST TROPICANA: Can Hire Kamer Zucker as Employment Counsel
155 EAST TROPICANA: Court OKs Steven Parsons as Special Counsel
AIR CANADA: Pilots Says No Work Stoppage During Holiday Season
AMERICAN AIRLINES: S&P Revises Watch on Certs. to Developing

AMERICAN AIRLINES: PBGC Says Traditional Pensions Best Option
AMERICAN DEFENSE: Common Stock Delisted from NYSE Amex
AMERICAN PEGASUS: Cayman Island Investment Fund Files Chapter 15
AMERICAN PEGASUS: Chapter 15 Case Summary
AMERICAN SCIENTIFIC: Felix Reznick Resigns as Director

AMT LLC: Amended Plan Promises Full Payment to Unsec. Creditors
APOLLO MEDICAL: Delays Form 10-Q for Oct. 30 Quarter
AQUILEX HOLDINGS: Moody's Keeps 'Ca' After Missed Payment
AQUILEX HOLDINGS: S&P Lowers Corporate Credit Rating to 'D'
ARCTIC GLACIER: TSX to Delist Firm's Units Jan. 19

AURORA DIAGNOSTICS: Lowered by Moody's to 'B2'; Outlook Stable
BEACON POWER: Committee Wants Slower Sale, Fees Paid
BERNARD L. MADOFF: Standard Chartered Wins Dismissal of Class Suit
BI-LO LLC: Merges With Winn-Dixie in $560-Million Deal
BI-LO LLC: Moody's Reviews 'B2' CFR for Possible Downgrade

BLITZ U.S.A.: Hires Zolfo Cooper as Bankruptcy Consultants
BOB WILSON DODGE: New Dealership Not Exempt From Notice Rules
BLUEGREEN CORP: BFC Holds 54% of Outstanding Common Shares
CAGLE'S INC: Court OKs Lazard Middle Market as Investment Banker
CATALYST PAPER: Gets SD From S&P After Deferred Payment

CATALYST PAPER: DBRS Downgrades Issuer Rating to 'C'
CDC CORP: Court OKs Moelis as Financial Advisor
CELL THERAPEUTICS: Retires Remaining Convertible Debt
CHARLES LIVECCHI: District Court Affirms Asset Turnover Ruling
CHEYENNE HOTELS: Court Approves Meili Sikora as Accountant

CHEYENNE HOTELS: Can Hire Thomas F. Quinn as Attorney
CHRYSLER LLC: New Dealership Not Exempt From Notice Rules
CHUKCHANSI ECONOMIC: Moody's Says 'Ca' CFR Unaffected by Payment
CIRCLE STAR: Delays Form 10-Q for Oct. 31 Quarter
CLEARWIRE CORP: Inks 175MM Underwriting Pact with J.P. Morgan

CLEARWIRE CORP: Intel Corporation Owns 18.2% of Class A Shares
CLEARWIRE CORP: Sprint Nextel Holds 58.1% of Class A Shares
CNL LIFESTYLE: S&P Affirms 'BB-' Corporate Credit Rating
COMPUCOM SYSTEMS: S&P Affirms 'B+' Corporate Credit Rating
CROSS BORDER: Red Mountain Discloses 36.5% Equity Stake

CROSS BORDER: American Standard Terminates Letter of Intent
CROWN CASTLE: Moody's Reviews 'Ba2' Corporate for Downgrade
CROWN CASTLE: S&P Affirms 'B+' Corporate Credit Rating
CROWN CASTLE: Fitch Affirms Rating on Senior Unsec. Debt at 'BB-'
CROWNROCK LP: S&P Affirms 'CCC+' Corporate Credit Rating

DANA CORP: Bankr. Court Won't Hear MAHLE-UAW Contract Dispute
DAVID JOHN KAPLAN: Dog-Bite Case Survives Motion to Dismiss
DELTA PETROLEUM: Noteholders Allow Zell Fund to Join in Loan
DELTA PETROLEUM: Inks 3rd Amendment to Macquarie Credit Agreement
DELTA PETROLEUM: Moody's Lowers PDR to D on Chapter 11 Filing

DELTA PETROLEUM: S&P Lowers Corporate Credit Rating to 'D'
DESERT LAND: District Court Rules on Contract Dispute
DICKINSON COUNTY: Moody's Lowers Long-term Bond Rating to 'Ba1'
DOWLING COLLEGE: Moody's Maintains 'Caa1' Rating on Bonds
ECOSPHERE TECHNOLOGIES: Five Directors Elected at Annual Meeting

E-DEBIT GLOBAL: Finalizes National Marketing Program
EMMIS COMMUNICATIONS: Zazove Holds 3.3% of Class A Shares
EMMIS COMMUNICATIONS: Corre Opportunities Owns 1% Class A Shares
ENTERCOM COMMS: S&P Assigns 'B+' Corporate Credit Rating
EVERGREEN ENERGY: Implements Executive and Staff Reductions

FANNIE MAE: Signs Non-Prosecution Agreement with SEC
FILENE'S BASEMENT: 75% Recovery Projected in Prior Bankruptcy
FILENE'S BASEMENT: Syms to Auction Off Store Leases Tomorrow
FLINTKOTE COMPANY: Files Blackline of Amended Plan Filed Nov. 16
FUEL DOCTOR: Michael McIntyre Elected to Board of Directors

GENON ENERGY: Moody's Affirms 'B2' Corporate Family Rating
GENTA INC: Has 1.06 Billion Outstanding Common Shares
GENTA INC: Amends September 2011 Financing Agreement
GEOKINETICS HOLDINGS: S&P Lowers Corp. Credit Rating to 'CCC-'
GMX RESOURCES: S&P Lowers Corporate Credit Rating to 'SD'

GREEN TO GROW: Baby-Bottle Maker to Liquidate in Chapter 7
GSW HOLDINGS: Seeks to Employ BP Law Firms as Special Counsel
HCSB FINANCIAL: Larry Floyd Resigns from Board of Directors
HUDSON HEALTHCARE: Files Joint Plan of Orderly Liquidation
HUSSEY COPPER: Meeting of Creditors Continued Until Jan. 23

INT'L FINANCE: Moody's Rates Senior Unsecured Notes at 'B1'
INDIANTOWN COGENERATION: Fitch Keeps 'BB' Rating on $389MM Debt
INT'L LEASE: Fitch to Rate $650 Mil. Sr. Unsec. Notes at 'BB'
INTELSAT SA: Unit Executes 3rd Supplemental Indenture with Wells
INT'L AUTOMOTIVE: Moody's Cuts Corporate Family Rating to 'B2'

IPS CORP: S&P Puts 'B' Corporate Credit Rating on Watch Negative
KLN STEEL: Sec. 341(a) Meeting Scheduled for Dec. 27
LEE ENTERPRISES: Inks DIP Credit Agreement for $40MM DIP Facility
LODGENET INTERACTIVE: Mark Cuban Discloses 9.5% Equity Stake
MAJESTIC CAPITAL: To Present Proposal to Hire Absolute Auctions

MANISTIQUE PAPERS: Heading for Feb. 22 Auction Without Buyer
MF GLOBAL: $200-Mil. Transfer to JPMorgan Probed
MF GLOBAL: CME Foundation Halts Donations
MICHAEL STORES: Amends $2.4-Bil. Loan Facility with Deutsche Bank
MONEY TREE: Best Buy Sells $5.2-Million Receivables to Innovate

MONTANA ELECTRIC: Trustee Can Hire Horowitz & Burnett as Counsel
MONTANA ELECTRIC: Can Retain Waller & Womack as Local Counsel
MPG OFFICE: Extends CEO's Employment Until 2014
MPG OFFICE: Files Form S-8, Registers 307,384 Common Shares
MSR RESORT: Judge OKs Trump as $150MM Lead Bidder for Doral

NATIONAL PUBLIC: Moody's Downgrades MBIA's Debt to 'B2'
NATIVE WHOLESALE: Tobacco Supplier Agrees to Cash Collateral Use
NBOR CORP: Answer to Bankruptcy Allegations Due Jan. 3
NCO GROUP: Stephen Elliott to Resign as Chief Info. Officer
NEBRASKA BOOK: MDOR Says Plan Eliminates Creditors' Setoff Rights

OMEGA NAVIGATION: Judge May Sanction HSH for Faulty Allegations
OZARKS MEDICAL: S&P Raises Rating on Revenue Bonds to 'BB-'
OZBURN-HESSEY: Moody's Revises PDR to 'Caa1'; Outlook Stable
PATRIOT NATIONAL: Eight Directors Elected at Annual Meeting
PHH CORP: S&P Puts 'BB+/B' Issuer Credit Ratings on Watch Neg.

PHOENIX LIFE: Moody's Affirms Ba2 IFS Rating; Outlook Positive
PREGIS CORP: S&P Affirms 'B-' Corporate Credit Rating
PROFESSIONAL VETERINARY: Amended Liquidating Plan Confirmed
PROVIDENT FIN: Fitch Affirms 'BB+' Jr. Sub. Securities Rating
QUANTUM FUEL: To Sell 10.5 Million Units at $0.95 Apiece

REALOGY CORP: Apple Ridge Borrows $296MM of Series 2011-1 Notes
REGIONALCARE HOSPITAL: S&P Assigns 'B' Corporate Credit Rating
RESIDENTIAL CAPITAL: DBRS Affirms Issuer Debt Rating at 'C'
ROOMSTORE INC: Inks Credit Agreement for $14 Million DIP Financing
RSC EQUIPMENT: S&P Puts B+ Corporate Credit Rating on Watch Neg.

SARGENT RANCH: Files Schedules of Assets and Liabilities
SINO-FOREST: Gets Default Notice; Forms Restructuring Committee
SNOKIST GROWERS: Rabo, KeyBank Agree to Limited Cash Use
SRE INVESTMENTS: Files Schedules of Assets and Liabilities
SRE INVESTMENTS: Sec. 341(a) Creditors' Meeting Set for Jan. 12

ST. VINCENT: Moody's Maintains 'B1' Sr. Unsecured Ratings
SUPERMEDIA INC: S&P Lowers Corporate Credit Rating to 'SD'
SURGERY CENTER: S&P Lowers Corporate Credit Rating to 'B'
TENET HEALTHCARE: Series A Preferred Stock Delisted from NYSE
TENET HEALTHCARE: Names B. Reynolds as Hospital Operations Pres.

THERMADYNE HOLDINGS: Moody's Upgrades CFR to B2; Outlook Stable
THOMAS COOK: Union Lifts Strike Threat at Unit
TN-K ENERGY: Leads Negotiations of $875,000 Chamber Lease
TOUSA INC: Fulcrum Sues Strategic Capital Over $2-Mil. Judgment
TRAPEZA CDO: Moody's Lowers Rating on Class F Notes to 'Ba1'

TUTOR PERINI: Moody's Affirms 'Ba2' CFR; Outlook Negative
UNIGENE LABORATORIES: Poised to Unlock Significant Value in 2012
UNITED MARITIME: S&P Affirms 'B' Corporate Credit Rating
UNITED RENTALS: Moody's Affirms 'B2' Corporate Family Rating
UNITED RENTALS: S&P Affirms 'B' Corporate Credit Rating

VALENCE TECHNOLOGY: Fails to Meet NASDAQ's Bid Requirement
VI-JON INC: S&P Lowers Corporate Credit Rating to 'B'
VITRO SAB: Tries to Halt Bondholders' New York Suit
WILLIAM LYON: Case Summary & 30 Largest Unsecured Creditors
WINDOW FACTORY: Faces Summons to Answer Bankruptcy Allegations

WINN-DIXIE: Merges With BI-LO in $560-Million Deal

* Accounting Board Finds Deficiencies in 26 Deloitte Audits

* Upcoming Meetings, Conferences and Seminars



                            *********

155 EAST TROPICANA: Court OKs Ernst & Young as Auditor
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
155 East Tropicana LLC to employ Ernst & Young LLP as auditor.

The firm will, among other things:

  -- audit and report on the consolidated financial statements of
     Company for the year ended Dec. 31, 2011; and

  -- agreed-upon procedures with respect to the Company's
     compliance with Regulation 6.090 and the Minimum Internal
     Control Standards dated Jan. 1, 2009, including: (i)
     Comparing detailed controls and procedures to determine
     whether certain required controls and procedures were
     included in the Company's submitted system of internal
     control; (ii) completing applicable observation checklists
     for Table Games Soft Drop, Table Games Soft Count, Slot
     Currency Acceptor Drop and Slot Currency Acceptor Count; and
     (iii) completing the "Internal Audit CPA MICS Compliance
     Checklist" as it relates to the Internal Audit Function for
     the Company for the period from Jan. 1, 2011 through Dec. 31,
     2011.

                     About 155 East Tropicana

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

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

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

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


155 EAST TROPICANA: Can Hire Kamer Zucker as Employment Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
155 East Tropicana, LLC, to employ Kamer Zucker Abbott as its
special labor and employment counsel.

As of the Petition Date, the Debtor was involved in labor and
employment disputes for which claimants have filed complaints with
the U.S. Equal Employment Opportunity Commission or the Nevada
Equal Rights Commission, and in one case in the U.S. District
Court for the District of Nevada.  The complainants are Steve
Regan, Mike Jones, Kevin Weathers, Joe Dentice, Andrea Taylor and
Michelle Rae Nestor.

Scott Abbott, Esq., will primarily be responsible for providing
the services to the Debtor and his current hourly rate is $350.

The Debtor will reimburse Kamer Zucker for its expenses in
accordance with the applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules, and the Local Bankruptcy Rules.

The Debtor assured the Court that Kamer Zucker is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About 155 East Tropicana

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

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

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

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


155 EAST TROPICANA: Court OKs Steven Parsons as Special Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
155 East Tropicana, LLC, to employ the Law Offices of Steven J.
Parsons as special counsel to address all matters relating to
workers compensation claim and insurer policy holder dispute.

Steven J. Parsons, Esq., will be the individual primarily
responsible for performing services required by the Debtor.  Mr.
Parsons' hourly rate is $500.  The Debtor will reimburse Parsons
for its expenses.

To the best of the Debtor's knowledge, Parsons does not hold or
represent any interest that would impair its ability to
objectively perform its services.

                      About 155 East Tropicana

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

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

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

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


AIR CANADA: Pilots Says No Work Stoppage During Holiday Season
--------------------------------------------------------------
Air Canada pilots say there's no risk of any work stoppage over
the Holiday Season, despite their ongoing issues with the airline.

"We want to assure our passengers that Air Canada pilots will
continue to fly them safely to their destinations through the
Holiday season," said Captain Paul Strachan, President of the Air
Canada Pilots Association.

"Air Canada pilots don't want a strike.  We want to negotiate a
new agreement," Captain Strachan said.  "There is no reason for
Air Canada or our pilots to take any precipitous action, as long
as both parties negotiate in good faith."

Negotiations between the airline and its pilots resumed November
23rd and are proceeding with the assistance of a federal
conciliation officer.  Air Canada filed a notice of dispute with
the federal government in late October, triggering the appointment
of the conciliator.  Under federal legislation, talks can continue
for 60 days or longer, with the agreement of the airline and its
pilots.

"Air Canada pilots have waited more than a decade for the
opportunity to freely negotiate a new collective agreement. We
don't mind if it takes a few more weeks," Captain Strachan said.

The last contract negotiated freely between the pilots and Air
Canada was reached in the year 2000.

The pilots are currently working under a contract which expired at
the end of March.  Under that 2009 agreement, pilots agreed to
freeze their wages and benefits for two years and grant their
airline hundreds of millions of dollars in relief from its pension
funding obligations because of the financial difficulties Air
Canada faced at that time.

The 2009 agreement was not the first time that Air Canada pilots
helped rescue their airline.  In 2004, when Air Canada emerged
from bankruptcy protection, the pilots took wage cuts of 15 - 30
per cent to keep the airline flying.

Air Canada pilots currently earn less than they did a decade ago.

"Throughout Air Canada's troubles, our pilots have maintained our
professionalism and demonstrated great patience," Captain Strachan
said.  "We look forward to achieving a collective agreement that
recognizes our pilots' contributions to Air Canada and their
essential role in building a healthy, viable future for our
airline."

The Air Canada Pilots Association is the largest professional
pilot group in Canada, representing the 3,000 pilots who operate
Air Canada's mainline fleet.

                         About Air Canada

Headquartered in Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada and beyond its
borders and also provides cargo and tour operator services.
Revenues for the trailing twelve months to March 31, 2011 were
approximately $11 billion.

                          *     *     *

As reported in the Troubled Company Reporter on June 23, 2011,
Moody's Investors Service affirmed Air Canada's B3 corporate
family rating, B3 probability of default rating, Caa1 second lien
senior secured rating and SGL-2 liquidity rating. At the same
time, Air Canada's first priority senior secured notes were
upgraded to B1 from B2. The ratings outlook remains stable.


AMERICAN AIRLINES: S&P Revises Watch on Certs. to Developing
------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications to developing from negative on American Airlines
Inc.'s 2001-1 pass-through equipment trust certificates. The
revised CreditWatch applies to the 'CC' rating on the 2001-1
Class A1 pass-through certificates and the 'C' ratings on the
Class B and Class C certificates.

The 2001-1 pass-through equipment trust certificates are secured
by MD-83 aircraft (formerly owned by TWA) delivered in 1997-1999.
"We still believe the most likely scenario is that these
certificates will not be fully repaid," said Standard & Poor's
credit analyst Phil Baggaley. "These are some of American's newer
MD-80 series planes, but the last of the certificates come due in
2021, by which time we expect American will no longer be flying
any planes of that model."

Standard & Poor's is not changing ratings or the developing
CreditWatch implications for American's other enhanced equipment
trust certificates: 2005-1, 2009-1, 2011-1, and 2011-2.

Of these, the lowest-rated are the 2005-1 pass-through
certificates, which are secured mostly by spare engines for 757,
767, and MD80 series planes.

"American has stated that it intends to gradually retire these
planes, reducing the need for spare engines and thus raising
longer-term risk for these engines as collateral. However, we
believe American will continue to operate a high proportion of
these planes for the brief remaining term of the certificates,
through October 2012," Mr. Baggaley said.

The 2009-1, 2011-1, and 2011-2 certificates are secured by a
mixture of B737-800, B777-200ER (extended-range), B757-200, and
B767-300ER aircraft. "Although most of the planes were delivered
in 1999-2001, we believe that American will affirm these
obligations," Mr. Baggaley added.

Because of cross-collateralization and cross-default provisions,
American cannot selectively reject individual aircraft in each of
the three series of certificates -- if American suspended payments
on debt of any plane, it would risk certificate-holders
foreclosing on all the planes securing that series.

The 'D' rating on AMR and American reflects the companies' Chapter
11 bankruptcy status. Standard & Poor's believes that AMR and
American should be able to reorganize, based on:

    American's substantial route network, which supports revenue
    generation;

    Likely significant labor cost savings through new contracts
    negotiated in Chapter 11; and

    Some debt relief through conversion of unsecured debt
    obligations to common stock and reductions in American's
    pension and other retiree obligations.


AMERICAN AIRLINES: PBGC Says Traditional Pensions Best Option
-------------------------------------------------------------
Pension Benefit Guaranty Corporation Director Josh Gotbaum
released the these statement in response to comments made by
American Airlines' Counsel Harvey Miller:

"When American Airlines filed for bankruptcy they took great pains
to say to their customers that nothing will change, that they will
still have their frequent flyer miles and service will continue.
But they didn't make the same promises to their employees about
the future of their pensions.

Recent comments by the company's bankruptcy counsel, Harvey
Miller, suggest that American wants to back out of its retirement
commitments.  For that to happen, American will have to prove it
can't successfully reorganize if the pensions continue."

Mr. Miller also said that traditional pensions no longer work
because of unpredictable market conditions.  That may come as a
surprise to the 60 million Americans that have them.  Traditional
pensions remain the best option for a secure retirement for most
people.  Those who have moved into 401K-type plans are discovering
that investing is hard, the results are far from guaranteed, and
they may end up having to work longer than expected.  A defined
benefit is always there, you can't outlive it, and it gives people
real retirement security.

PBGC has helped dozens of companies in bankruptcy keep their
pensions, so their employees and retirees get the benefits they
worked for.

For instance, Visteon, the former Ford Motor Co. auto-parts
subsidiary, initially planned to terminate three of its pension
plans in bankruptcy.  We showed Visteon they could reorganize
successfully without terminating their employees' plans.  The
company's 23,000 workers and retirees continue to receive all the
benefits they've earned.

Contrary to Mr. Miller's comments, airlines have reorganized
successfully without damaging the retirement security of workers
and retirees.  In the most recent airline bankruptcies, Northwest
Airlines emerged without terminating its plans.  Delta terminated
its pilots plan, but reorganized with its other plans intact.
PBGC is a pension safety net, not a convenient option for
companies that want to sidestep their retirement commitments.  We
step in when we have to and pay all benefits the law allows. When
the agency assumed airline plans in the past, many people's
pensions were cut, in some cases dramatically. That's why PBGC
always tries first to preserve plans. We will continue to
encourage American to fix its financial problems and still keep
its pension plans."

                            About PBGC

PBGC protects the pension benefits of 44 million Americans in
27,500 private-sector pension plans.  The agency is directly
responsible for paying the benefits of more than 1.5 million
people in failed pension plans.  PBGC receives no taxpayer dollars
and never has.  Its operations are financed by insurance premiums
and with assets and recoveries from failed plans.

                      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 DEFENSE: Common Stock Delisted from NYSE Amex
------------------------------------------------------
The NYSE Amex notified the U.S. Securities and Exchange Commission
regarding the removal from listing or registration of American
Defense Systems Inc.'s common stock on NYSE.

                      About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $3.9 million
in total assets, $4.9 million in total liabilities, and a
stockholders' deficit of $1.0 million.

As reported in the TCR on April 26, 2011, Marcum LLP, in Melville,
New York, expressed substantial doubt about American Defense
Systems' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that as of
Dec. 31, 2010, the Company had a working capital deficiency of
$14.1 million, an accumulated deficit of $26.3 million, a
shareholders' deficiency of $9.8 million and cash on hand of
$428,160.


AMERICAN PEGASUS: Cayman Island Investment Fund Files Chapter 15
----------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Cayman Island-based investment fund American Pegasus
SPC has filed for Chapter 15 protection in San Francisco,
California, as liquidators struggle to chase down some of the $150
million in subprime automobile loans the fund invested in before
U.S. market regulators found that the fund was tainted with
widespread mismanagement.

The case has been assigned to Judge Thomas E. Carlson.

According to DBR, attorneys who were appointed by the Cayman
Islands court to shut down the fund turned to the U.S. bankruptcy
court to gain control in their battle against Henry Wolfgang
Carter, the chief executive of American Pegasus LDG LLC, which
managed American Pegasus SPC.

According to the report, the liquidating attorneys said in court
documents that:

     -- Mr. Carter won't provide the liquidators with crucial
        account information that could help them recover the
        $72 million in auto loans to pay back the fund's more than
        1,000 investors; and

     -- Mr. Carter has refused to cooperate unless the liquidating
        attorneys hire him at $500 per hour with a $50,000
        retainer.

Liquidators said they're worried that fund's money will continue
to drain as the impasse drags on.

DBR relates a message left on American Pegasus LDG's general
voicemail for Mr. Carter wasn't returned Friday.

American Pegasus LDG is located in San Francisco, according to its
website.

DBR, citing court documents, recounts creditors forced the fund to
liquidate after a U.S. Securities and Exchange Commission
investigation revealed that fund managers "severely mismanaged the
funds, including by failing to disclose conflicts of interest,
misusing client assets, and engaging in improper self-dealing."
DBR relates former Chief Executive Benjamin P. Chui used $18.5
million of the fund's money to buy a car loan finance company
called Synergy Acceptance Corp.  That company later became the
only auto loan company that American Pegasus SPC put its money
toward for two years, creating a conflict of interest, market
regulators said in court documents.  The SEC said Mr. Chui lied to
investors, telling them that the fund used several auto loan
companies that were all independent of the fund advisers.

According to DBR, court documents reveal American Pegasus SPC's
former lead attorney, Charles E. Hall Jr., also worked as Synergy
Acceptance Corp.'s chief executive. Regulators accused him of
borrowing money from the company to pay for personal expenses like
luxury vehicles, jewelry purchases and his taxes.

In December 2010, the SEC issued a cease-and-desist order against
Messrs. Chui, Hall and another manager for their alleged
misconduct and fined them.  In a settlement, Messrs. Chui and Hall
didn't admit or deny the agency's findings.


AMERICAN PEGASUS: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Petitioner: Stuart Sybersma and Michael Pearson

Chapter 15 Debtor: American Pegasus SPC
                   c/o Stuart Sybersma and Michael Pearson
                   Joint Official Liquidators
                   Deloitte & Touche
                   Citrus Grove, P.O. Box 1787
                   Grand Cayman KY1-1109
                   Outside US
                   Cayman Islands

Chapter 15 Case No.: 11-34429

Chapter 15 Petition Date: December 13, 2011

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

Judge: Thomas E. Carlson

Foreign
Representative's
Counsel:          Randy Michelson, Esq.
                  MICHELSON LAW GROUP
                  100 Pine Street, #2450
                  San Francisco, CA 94111
                  Tel: (415) 512-8600
                  Fax: (415) 512-8601
                  E-mail: randy.michelson@michelsonlawgroup.com

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

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


AMERICAN SCIENTIFIC: Felix Reznick Resigns as Director
------------------------------------------------------
Felix Reznick resigned from his position as a director of American
Scientific Resources, Incorporated.  His resignation was not the
result of any disagreements with the Company on any matters
relating to the Company's operations, policies or practices.

                     About American Scientific

Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products.  The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers.  The
Company does sub-component assembly and packaging for the
Disintegrator product line.  All of the Company's other products
are manufactured by third parties.  The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010.  All subsidiaries are currently inactive.

The Company reported a net loss applicable to common shareholders
of $6.92 million on $763,020 of net product sales for the nine
months ended Sept. 30, 2011, compared with a net loss applicable
to common shareholders of $4.78 million on $578,961 of net product
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.26 million in total assets, $9.21 million in total liabilities,
and a $7.95 million total shareholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific Resources'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses, its current liabilities exceed its
current assets and it is in default with certain of its
obligations.


AMT LLC: Amended Plan Promises Full Payment to Unsec. Creditors
---------------------------------------------------------------
AMT, LLC, has filed an amended disclosure statement in support of
its Chapter 11 Plan of Reorganization with the U.S. Bankruptcy
Court for the Northern District of Florida, Pensacola Division, a
Chapter 11 plan of reorganization and an accompanying disclosure
statement.

The Debtor's principal, ZTF Family, Limited Partnership, has
obtained a loan commitment from the Roblee Trust in the total
amount of $13 million.  From these funds, ZTF Family will loan to
the Debtor sufficient funds for the Debtor to pay all allowed
claims in this case in full.  The loan transaction will be secured
by Parcel D, which is the 11.77 acre parcel owned by the Debtor in
Destin Pointe.

The Plan provides for this classification of claims:

   Class 1      Administrative Expenses
   Class 2      Secured claim of Jefferson Bank and Trust Company
   Class 3      Priority claim of Okaloosa County Tax Collector
   Class 4      General Unsecured Claims
   Class 5      Claim of U.S. Trustee for Quarterly Fees
   Class 6      Claim of ZTF Family, LP

Because the Plan proposes that all creditors will paid the full
amount of their allowed claim, upon the effective date, in cash,
all creditors are deemed to have voted to accept the plan.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/amtllc.doc87.pdf

                          About AMT LLC

AMT, LLC, in Destin, Florida, is owned 100% by ZTF Family, Limited
Partnership, which is its sole member.  AMT, LLC, filed for
Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-30933) on May
27, 2011.  The Debtor's major asset consisted of 11.77 acres of
waterfront property located in Destin Pass in Destin, Florida.
Judge William S. Shulman presides over the case.  J. Steven Ford,
Esq., at Wilson, Harrell, Farrington, Ford, Wilson, Spain &
Parsons, P.A., in Pensacola, Fla., serves as the Debtor's counsel.
In its schedules, the Debtor disclosed $30,679,648 in assets and
$5,060,823 in liabilities.


APOLLO MEDICAL: Delays Form 10-Q for Oct. 30 Quarter
----------------------------------------------------
Apollo Medical Holdings, Inc., notified the U.S. Securities and
Exchange Commission that it will be late in filing its Quarterly
Report on Form 10-Q for the period ended Oct. 30, 2011.  The
Company said that the compilation, dissemination and review of the
information required to be presented in the Form 10-Q for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue
hardship and expense to the Company.  The Company expects to file
such report no later than the fifth calendar day after its
original prescribed due date.

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

The Company's balance sheet at July 31, 2011, showed $1.74 million
in total assets, $1.89 million in total liabilities and a $147,291
total stockholders' deficit.

The Company reported a net loss of $156,331 on $3.89 million of
revenue for the year ended Jan. 31, 2011, compared with a net loss
of $196,280 on $2.44 million of revenue during the prior year.

As reported in the Troubled Company Reporter on June 2, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Jan. 31, 2010.  The independent auditors noted that the Company
has an accumulated deficit of $1.24 million as of Jan. 31, 2010,
working capital of $1.07 million and cash flows used in operating
activities of $338,141.


AQUILEX HOLDINGS: Moody's Keeps 'Ca' After Missed Payment
---------------------------------------------------------
Moody's Investors Service has said that the ratings of Aquilex
Holdings, LLC, including the Ca corporate family and probability
of default ratings, are not currently affected by the announcement
that, on December 15, 2011, the company did not make the $12.5
million scheduled interest payment under its $225 million 11.125%
senior unsecured bonds (rated C, LGD5, 86%). The senior unsecured
bond indenture allows for a 30-day grace period to make the
interest payment. Failure to make the interest payment within the
grace period would likely constitute a default, as per Moody's
default definition.

Aquilex Holdings, LLC, headquartered in Atlanta, Georgia, is a
provider of service, repair and overhaul services, and industrial
cleaning services to the energy and power generation sectors.
Revenues for the last twelve months ended September 30, 2011 were
approximately $464 million. Ontario Teacher's Private Equity is
the company's primary equity holder.


AQUILEX HOLDINGS: S&P Lowers Corporate Credit Rating to 'D'
-----------------------------------------------------------
On Dec. 16, 2011, Standard & Poor's Ratings Services lowered its
corporate credit rating on Atlanta, Ga.?based Aquilex Holdings LLC
to 'D' from 'CC'. "We also lowered the issue-level rating on the
company's senior unsecured notes to 'D' from 'C' and lowered the
issue-level rating on its first-lien senior secured debt to 'CC'
from 'CCC'. Our '1' recovery rating on the first-lien facilities
remains unchanged and indicates our expectations of very high (90%
to 100%) recovery for lenders. We have removed all ratings from
CreditWatch where we placed them with negative implications on
Nov. 21, 2011," S&P said.

"The downgrade reflects Aquilex's failure to pay the scheduled
interest on its $225 million senior unsecured notes which mature
on Dec. 15, 2016," said Standard & Poor's credit analyst James T.
Siahaan. The semiannual interest payment was due Dec. 15, 2011.
Aquilex has experienced weak demand in its markets and breached
its financial covenants in the third quarter of this year. The
company is operating under forbearance agreements with its secured
lenders and senior unsecured noteholders, both expiring Feb. 3,
2012. Approximately 65% of Aquilex's outstanding senior
noteholders have agreed to refrain from taking any enforcement
action resulting from the missed interest payment. We believe the
company is close to announcing the terms of an upcoming financial
restructuring whereby noteholders will be subject to a substantial
discount in their investment and exchange the notes for an
investment in new common equity. The incremental second-lien debt
(unrated) is held by affiliates of Centerbridge Partners L.P.,
which also hold a large portion of Aquilex's senior unsecured
notes and will likely assume control of the company post-
restructuring. In August 2011, Aquilex drew the remaining
availability under its $50 million revolving credit facility," S&P
said.

"We will update our analysis as new information becomes available
related to the company's planned financial restructuring," S&P
said.


ARCTIC GLACIER: TSX to Delist Firm's Units Jan. 19
--------------------------------------------------
Arctic Glacier Income Fund (CA:AG.UN) said Dec. 19 that the
Toronto Stock Exchange has determined to delist the units of the
Fund effective at the close of market on January 19, 2012.  The
delisting determination was imposed due to (i) the Fund's
difficult financial condition, including its current default under
its credit facilities with lenders and (ii) the trading price of
the Fund's units has been so reduced as to not warrant continued
listing.

In order to minimize any disruption in trading for the Fund's
unitholders, the Fund has made an application to the Canadian
National Stock Exchange ("CNSX") to list the Fund's units on the
CNSX prior to or concurrently with the delisting by the TSX. CNSX
has provided conditional approval to the listing of the Fund's
units on the CNSX, subject to the Fund fulfilling all requirements
of the CNSX.

                      About Arctic Glacier

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


AURORA DIAGNOSTICS: Lowered by Moody's to 'B2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded Aurora Diagnostics Holdings,
LLC's Corporate Family and Probability of Default Ratings to B2
from B1. Moody's also changed the rating outlook to stable from
negative. Concurrently, Moody's affirmed all other ratings of the
company, including those at Aurora Diagnostics, LLC, a wholly
owned subsidiary of Aurora Diagnostics Holdings, LLC (collectively
Aurora or the company).

The downgrade of the of the Corporate Family and Probability of
Default Ratings reflects Moody's expectation that reductions in
leverage will not be forthcoming in the near term given the
company's delay of a contemplated equity offering, the recognition
of an impairment charge related to the expected performance of
certain facilities and ongoing competition for pathology services.
Additionally, Moody's expects free cash flow to be used primarily
to fund upcoming payments related to earnout contingencies and
will, therefore, not be available to reduce outstanding debt.

Moody's also noted that while the expected loss of the rated debt
instruments has increased as a result of the higher probability of
default, the change is not sufficient to drive the ratings lower.
Therefore, the ratings of the company's senior secured credit
facilities and senior notes are affirmed at their current levels.

Ratings downgraded:

Aurora Diagnostics Holdings, LLC:

Corporate Family Rating to B2 from B1

Probability of Default Rating to B2 from B1

Ratings affirmed/LGD assessments revised:

Aurora Diagnostics Holdings, LLC:

Senior unsecured notes, to B3 (LGD 5, 77%) from B3 (LGD 5, 76%)

Speculative Grade Liquidity Rating, SGL-2

Aurora Diagnostics, LLC:

Senior secured revolving credit facility expiring 2015, to Ba2
(LGD 2, 21%) from Ba2 (LGD 2, 20%)

Senior secured term loan due 2016, to Ba2 (LGD 2, 21%) from Ba2
(LGD 2, 20%)

RATINGS RATIONALE

Aurora's B2 Corporate Family Rating reflects Moody's expectation
that the company will continue to operate with considerable
leverage. Moody's does not expect a material reduction in debt
given the postponed equity offering and the anticipated payment of
earnouts related to prior acquisitions. Moody's also anticipates
that the difficult operating environment, characterized by
considerable competition for pathology services and declines in
physician visits, could make earnings growth more difficult. The
company's limited scale also makes it more difficult to absorb
negative shocks without a material impact on the company's
operating results. However, the rating also reflects the company's
history of favorable operating performance, including strong
revenue growth and healthy margins.

The stable outlook reflects Moody's expectation that the company
will continue to grow organically and generate sufficient free
cash flow to fund upcoming earnout obligations but have limited
ability to reduce funded debt. The stable outlook also
incorporates Moody's expectation that the company will focus on
improving leverage through earnings growth and limit the use of
incremental debt for additional acquisitions.

Moody's could upgrade the rating if Aurora is able to sustain debt
to EBITDA below 4.5 times and improve the availability of free
cash flow after funding future obligations related to contingent
payments. This could be achieved through the completion of the
originally contemplated IPO and the use of proceeds to reduce debt
or through continued earnings growth.

Moody's could downgrade the rating if the company incurs operating
difficulty in its core business or if the company were to
significantly increase its growth initiative through a material
debt financed acquisition that resulted in a weakening of credit
metrics. Specifically, Moody's could downgrade the rating if
leverage is expected to be sustained above 5.5 times.

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

Headquartered in Palm Beach Gardens, Florida, Aurora, through its
subsidiaries, provides physician-based general anatomic and
clinical pathology, dermatopathology, molecular diagnostic
services and other esoteric testing services to physicians,
hospitals, clinical laboratories and surgery centers. The company
recognized approximately $259 million in revenue for the twelve
months ended September 30, 2011.


BEACON POWER: Committee Wants Slower Sale, Fees Paid
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beacon Power Corp. will face opposition from the
creditors' committee in court over a proposal to sell the business
at auction on Jan. 25.

According to the report, the committee contends the sale is too
quick and will "offer little or nothing to unsecured creditors."
The committee is also opposing the proposal for paying
professionals.  If the bankruptcy judge in Delaware adopts the
company's structure, professionals won't be paid except from
assets not subject to liens of secured creditors.  In substance,
the committee says, the U.S. Department of Energy isn't offering
what's known as a carveout, where lawyers' fees are paid from
secured lenders' collateral.

                        About Beacon Power

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

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

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

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


BERNARD L. MADOFF: Standard Chartered Wins Dismissal of Class Suit
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that even though it's "unfair" and "unjust," U.S. District
Judge Victor Marrero in New York said he was nonetheless compelled
to dismiss a class lawsuit brought against Standard Chartered Bank
by investors in the Bernard Madoff Ponzi scheme.

The report relates that the investors paid fees to London-based
Standard Chartered for managing their investments in Fairfield
Sentry Ltd., the largest feeder fund for Bernard L. Madoff
Investment Securities Inc.  They sued the bank for breach of
contract, saying fees based on earnings were unearned because the
investments were actually worthless.

According to the report, Judge Marrero dismissed the class suit in
a 21-page opinion.  While he admitted the "losses are plain and
the fees paid unfortunate," Judge Marrero said "that harsh reality
does not create a breach of contract."

Mr. Rochelle explains that according to Judge Marrero, the
contract suit failed because the servicing fees were properly
charged by Standard Chartered based on the net asset values
reported by Madoff.  In case the breach of contract claims failed,
the investors also based the suit on the doctrine of unjust
enrichment.  Those claims failed likewise.  While admitting that
it was "indeed unfair -- and even unjust," Judge Marrero said the
complaint failed because "'the law of restitution is very far from
imposing liability for every instance of what might plausibly be
called unjust enrichment,'" quoting a leading treatise on the
subject.  Judge Marrero threw the investors a small bone by giving
them a chance to revise the complaint on the possibility that a
new version will withstand a dismissal motion.

                    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.

                      About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


BI-LO LLC: Merges With Winn-Dixie in $560-Million Deal
------------------------------------------------------
BI-LO LLC and Winn-Dixie Stores, Inc., on Monday said in a joint
statement the companies will merge to create an organization of
roughly 690 grocery stores and 63,000 employees in eight states
throughout the southeastern United States.

Under the terms of the definitive agreement, BI-LO will acquire
all of the outstanding shares of Winn-Dixie stock in the merger.
Winn-Dixie shareholders will receive $9.50 in cash per share of
Winn-Dixie common stock, representing a premium of roughly 75%
over the closing price of Winn-Dixie common stock on Dec. 16,
2011.

A Special Committee of the Winn-Dixie Board of Directors,
comprised of eight independent directors, and advised by
independent financial and legal advisors, negotiated the
transaction and recommended it to the full Board. The full Board
unanimously approved the agreement and recommends Winn-Dixie
shareholders vote in favor of the transaction.

"We are very excited about the merger of BI-LO and Winn-Dixie,"
said Randall Onstead, Chairman of BI-LO.  "With no overlap in our
markets, the combined company will have a perfect geographic fit
that will create a stronger platform from which to provide our
customers great products at a great value, while continuing to
offer exceptional service.  BI-LO and Winn-Dixie are both strong
regional brands with similar heritages, compelling customer
connections, and outstanding employees.  Both have been an
important part of the communities and families they serve, and we
look forward to building upon these two iconic brands and serving
loyal customers for years to come."

"This transaction with BI-LO provides Winn-Dixie shareholders with
a significant cash premium for their shares. We believe this
transaction is in the best interests of our shareholders," said
Peter Lynch, Chairman, CEO and President of Winn-Dixie.  "By
combining BI-LO and Winn-Dixie, we anticipate building a company
that is stronger than our individual businesses and creating
opportunities for continued advancement through the cross-
pollination of our people and the sharing of ideas across our
organizations, all to the benefit of our guests, suppliers, team
members and the neighborhoods that Winn-Dixie serves."

The transaction is currently expected to close in the next 60 to
120 days, subject to the approval of Winn-Dixie shareholders and
other customary closing conditions, including expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.  The transaction is not subject to any
financing condition.  Following the completion of the merger,
Winn-Dixie will become a privately held, wholly owned subsidiary
of BI-LO and Winn-Dixie's common stock (NASDAQ: WINN) will cease
trading on the NASDAQ.

Until the merger is complete, both BI-LO and Winn-Dixie will
continue to operate as separate companies.

Following completion of the merger, it is anticipated that the
companies will continue to operate under the BI-LO and Winn-Dixie
banners that their customers have come to trust.

BI-LO and Winn-Dixie do not currently expect any store closures as
a result of the combination.  The combined company's executive
management team structure and headquarters location will be
decided as the companies move closer to finalizing the
transaction; however, it is expected that the combined company
will maintain a presence in both Greenville and Jacksonville.

William Blair, Citi, The Food Partners, Deutsche Bank Securities,
Inc. and Alvarez & Marsal Transaction Advisory Group are acting as
financial advisors and Gibson, Dunn & Crutcher LLP and Hunton &
Williams LLP are acting as legal advisors to BI-LO.

Goldman, Sachs & Co. is acting as exclusive financial advisor and
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal
advisor to the Special Committee of the Winn-Dixie Board of
Directors.  King & Spalding LLP and Greenberg Traurig, P.A. are
acting as legal advisors to Winn-Dixie.

                            About BI-LO

Founded in 1961 and headquartered in Greenville, South Carolina,
BI-LO LLC operates 207 supermarkets, including roughly 116 in-
store pharmacies, in North Carolina, South Carolina, Georgia and
Tennessee. The Company employs roughly 17,000 people.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson
Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq.,
Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas;
and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson &
Elkins L.L.P., in New York, served as bankruptcy counsel.
Kurtzman Carson Consultants LLC served as notice and claims agent.
BI-LO estimated between $100 million and $500 million each in
assets and debts.

BI-LO's Plan of Reorganization was confirmed by the Bankruptcy
Court on April 29, 2010.  Lone Star Funds made a $150 million
equity investment in BI-LO and remains majority owner.  On May 12,
2010, BI-LO emerged from bankruptcy.

Lone Star also owned Bruno's Supermarkets LLC, a defunct chain
that filed for Chapter 11 bankruptcy in February 2009.  Bruno's
sold 56 of its stores to C&S Wholesale Grocers Inc. for $45.8
million.  C&S would operate 31 stores and liquidated the
remainder.

                           *     *     *

As reported by the Troubled Company Reporter on Jan. 27, 2011,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on BI-LO LLC.  At the same time, S&P assigned a 'B'
issue-level rating and '4' recovery rating to the Company's
proposed $285 million senior secured notes.  The '4' recovery
rating indicates S&P's expectation of average (30%-50%) recovery
of principal in the event of default.  The Company intends to use
the proceeds of the note issuance to pay off its term loan, fund a
dividend the equity sponsors, and pay fees associated with the
transaction.

The TCR also reported that Moody's Investors Service downgraded
BI-LO's Corporate Family and Probability of Default ratings to B2
from B1.  A B2 rating was assigned to the company's proposed $285
million senior secured notes due 2019.  The rating outlook is
stable.

                         About Winn-Dixie

Founded in 1925 and headquartered in Jacksonville, Florida, Winn-
Dixie Stores, Inc. -- http://www.winndixie.com/-- operates
roughly 480 retail grocery locations, including roughly 380 in-
store pharmacies, in Florida, Alabama, Louisiana, Georgia and
Mississippi. The Company employs roughly 46,000 people.

On Feb. 21, 2005, Winn-Dixie and 23 then-existing direct and
indirect wholly owned subsidiaries filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
Two of the then-existing wholly owned subsidiaries of Winn-Dixie
Stores, Inc. did not file petitions under Chapter 11.

When the Debtors filed for protection from their creditors, they
disclosed $2,235,557,000 in total assets and $1,870,785,000 in
total debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's
Joint Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged
from bankruptcy on Nov. 21, 2006.  Stephen D. Busey, Esq., at
Smith Hulsey & Busey in Jacksonville, represented the Debtors as
counsel.


BI-LO LLC: Moody's Reviews 'B2' CFR for Possible Downgrade
----------------------------------------------------------
Moody's Investors Service placed BI-LO, LLC's ratings on review
for possible downgrade including its Corporate Family Rating, its
Probability of Default Rating and the rating of it senior secured
notes. The review for possible downgrade follows BI-LO's
announcement that it has signed a definitive agreement to acquire
all outstanding shares of Winn-Dixie Sores Inc. stock for $9.50 in
cash per share, valuing the transaction at approximately $560
million. Following the completion of the merger, Winn-Dixie will
become a privately-held, wholly owned subsidiary of BI-LO. The
transaction is subject to approval by Winn-Dixie shareholders.

"The proposed acquisition of Winn-Dixie is the largest acquisition
in BI-LO's history and the size of Win-Dixie is very substantial
relative to the size of BI-LO" Moody's Senior Analyst Mickey
Chadha stated. "The acquisition creates significant execution and
integration risk given the large scale of Winn-Dixie and its under
performance compared to its peers" , Chadha further stated.

These ratings are placed on review for possible downgrade:

Corporate Family Rating at B2

Probability of Default Rating at B2

Senior Secured Notes due 2019 at B2 (LGD 4, 57%)

RATINGS RATIONALE

The review for possible downgrade will focus on the combined
company's future capital structure, projected credit metrics,
liquidity, and performance expectations over the next 18 months.
The review will also focus on the execution and integration risk
associated with the acquisition and the company's financial
policies.

The principal methodology used in rating BI-LO, LLC 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.

BI-LO LLC own and operates supermarkets in Southwestern U.S.. The
company has 207 stores and generates annual revenue of about $2.7
billion. It is privately held by an affiliate of Lone-Star, a
private equity investor headquartered in Dallas, Texas.


BLITZ U.S.A.: Hires Zolfo Cooper as Bankruptcy Consultants
----------------------------------------------------------
Blitz Acquisition Holdings, Inc., sought and obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Zolfo Cooper, LLC, as bankruptcy consultants and special
financial advisors.

                       About Blitz U.S.A.

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of Blitz
Acquisition Holdings, Inc.  Lowenstein Sandler PC from Roseland,
New Jersey firm represents the Committee.


BOB WILSON DODGE: New Dealership Not Exempt From Notice Rules
-------------------------------------------------------------
The District Court of Appeal of Florida, First District, reversed
a final order issued by the Department of Highway Safety and Motor
Vehicles, which concluded that the establishment by Chrysler Group
LLC of North Tampa Chrysler Jeep Dodge, Inc., a successor motor
vehicle dealer, was exempt under section 320.642(5)(a)1, Florida
Statutes (2010), from the notice and protest requirements in
sections 320.642(1)-(3), Florida Statutes (2010).  The First
District held that Chrysler Group's establishment of North Tampa
is not exempt from the notice and protest requirements.  The First
District remanded the matter for further proceedings.

Jerry Ulm Dodge, Inc. d/b/a Jerry Ulm Dodge Chrysler Jeep, and
Ferman on 54, Inc. d/b/a Ferman Chrysler Dodge at Cypress Creek,
lodged the appeal.  Ulm and Ferman are licensed "motor vehicle
dealers" as defined in section 320.60(11), Florida Statutes
(2010), in Tampa, Florida, who possess franchise and dealer
agreements with Chrysler Group for the sale of Dodge, Chrysler,
and Jeep motor vehicles.

Before April 2008, Bob Wilson Dodge Chrysler Jeep, LLC, operated a
Dodge, Chrysler, and Jeep dealership in Tampa, Florida, under
dealer agreements with Chrysler Motors.  However, in April 2008,
Wilson filed a Chapter 11 petition in the United States Bankruptcy
Court in the Middle District of Florida.  At about the same time,
Wilson closed its doors for business and ceased selling and
servicing Dodge, Chrysler, and Jeep vehicles.

Upon the filing of Wilson's bankruptcy petition, the automatic
stay under section 362 of the Bankruptcy Code went into effect,
thereby preventing Chrysler Motors from terminating Wilson's
dealer agreements.  On July 30, 2008, Chrysler Motors filed a
motion with the Bankruptcy Court seeking relief from the automatic
stay to terminate Wilson's dealer agreements.  On Jan. 8, 2009,
Wilson's motor vehicle dealer license issued by the Department
expired.  On Jan. 30, 2009, the Bankruptcy Court entered an order
dismissing Wilson's bankruptcy proceeding effective Feb. 20, 2009.
On Feb. 9, 2009, the Bankruptcy Court entered an order granting
Chrysler Motors' motion for relief from the automatic stay for the
purpose of allowing Chrysler Motors to terminate Wilson's dealer
agreements.  On March 10, 2009, Chrysler Group terminated Wilson's
dealer agreements.

Subsequently, Chrysler Group established North Tampa as a
replacement dealer for Wilson.  The location of North Tampa is
within two miles of Wilson's former location.  Chrysler Group
received confirmation from an employee of the Department via
email, based on information Chrysler Group provided the employee
via email on Feb. 5, 2010, that North Tampa would be exempt from
the notice and protest requirements of section 320.642(5)(a)1,
Florida Statutes (2010).  On Feb. 24, 2010, North Tampa applied
for a motor vehicle dealer license from the Department to operate
a Chrysler, Dodge, and Jeep dealership.  The Department issued the
dealer license to North Tampa.

Ulm and Ferman filed a petition with the Department for
determination that Chrysler Group had established an additional
motor vehicle dealership in violation of section 320.642.  The
Department forwarded the petition to the Division of
Administrative Hearings.  After an evidentiary hearing, the
administrative law judge entered a Recommended Order concluding
that the establishment of North Tampa is exempt from the notice
and protest requirements of section 320.642.  The ALJ found that
the doctrine of equitable tolling applied to the facts of this
case to toll the start of the 12-month exemption period under
section 320.642(5)(a) until March 10, 2009, the date Chrysler
Group terminated Wilson's dealer agreements.  The Department
adopted the ALJ's Recommended Order as its Final Order.

The case is JERRY ULM DODGE, INC. d/b/a JERRY ULM DODGE CHRYSLER
JEEP, and FERMAN ON 54, INC. d/b/a FERMAN CHRYSLER DODGE AT
CYPRESS CREEK, Appellants, v. CHRYSLER GROUP LLC, Appellee, Case
No. 1D11-515 (Fla. App. Dist. Ct.).  A copy of the Dec. 9, 2011
Opinion is available at http://is.gd/fN5fDafrom Leagle.com.

John W. Forehand, Esq., and R. Craig Spickard, Esq. --
jforehand@kfb-law.com and cspickard@kfb-law.com -- at Kurkin
Forehand Brandes LLP, Tallahassee, represent Ulm and Ferman.

Dean Bunch, Esq., and Andy Bertron, Esq. --
dean.bunch@nelsonmullins.com and andy.bertron@nelsonmullins.com --
at Nelson Mullins Riley & Scarborough LLP, Tallahassee; and Robert
D. Cultice, Esq. -- robert.cultice@wilmerhale.com -- at Wilmer
Cutler Pickering Hale & Door, in Boston, MA, argue for Chrysler
Group.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.

                         About Bob Wilson

Headquartered in Tampa, Florida, Bob Wilson Dodge Chrysler Jeep
LLC -- http://www.bobwilsondodgesuperstore.com/-- was a certified
DaimlerChrysler Five Star dealership with a huge inventory of high
quality new and pre-owned vehicles.  The Debtors and its debtor-
affiliates filed separate Chapter 11 petitions on April 25, 2008
(Bankr. M.D. Fla. Case No. 08-05759 thru 08-05763.)  Scott A.
Stichter, Esq., and Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser PA, represented the Debtors in their restructuring
efforts.  The Debtors listed $25,755,784 in assets and $20,789,595
in liabilities.


BLUEGREEN CORP: BFC Holds 54% of Outstanding Common Shares
----------------------------------------------------------
As of Dec. 16, 2011, BFC Financial Corporation owns, directly or
indirectly, approximately 54% of the outstanding shares of the
common stock of Bluegreen Corporation.  Under generally accepted
accounting principles, Bluegreen's results since Nov. 16, 2009,
the date on which BFC acquired the additional shares of
Bluegreen's common stock which gave BFC a majority interest in
Bluegreen, have been consolidated in BFC's financial statements.

As previously disclosed, Bluegreen's Board of Directors made a
determination during June 2011 to seek to sell Bluegreen's
residential communities business unit, Bluegreen Communities, or
all or substantially all of its assets.  As a consequence, it was
determined that Bluegreen Communities met the criteria for
classification as a discontinued operation.

                       About Bluegreen Corp.

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

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

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

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

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

                           *     *     *

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


CAGLE'S INC: Court OKs Lazard Middle Market as Investment Banker
----------------------------------------------------------------
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 retain Lazard Middle Market LLC as investment
banker.

As investment banker, LMM will, among other things:

   a) review and analyze the Debtors' business, operations
      and financial projections;

   b) assist the Debtors in identifying and evaluating
      candidates for any potential Sale Transaction,
      advising the Debtors in connection with negotiations
      and aiding in the consummation of any Sale Transaction;

   c) assist in the determination of a range of values for
      the Debtors on a going concern basis;

   d) evaluate the Debtors' potential debt capacity in light
      of its projected cash flows;

   e) assist in the determination of an appropriate capital
      structure for the Debtors; and

   f) advise the Debtors on tactics and strategies for
      negotiating with the Stakeholders.

As compensation for the services that LMM will render under the
Engagement Letter, the Debtors have agreed to pay LMM these fees
in cash:

   a. Monthly Fee: The Debtors shall pay a retention fee of
      $100,000 per month until the earliest of the completion
      of the Restructuring, the closing of a Sale Transaction
      or the termination of LMM's engagement pursuant to the
      Engagement Letter.  Monthly Fees shall be credited
      (without duplication) against any Restructuring Fee or
      Sale Transaction Fee payable as follows: (i) one hundred
      percent (100%) of Monthly Fees paid in respect of the
      first three months of the engagement; (ii) fifty percent
      (50%) of Monthly Fees paid in respect of the fourth
      through sixth months of the engagement and (iii) zero
      percent (0%) of Monthly Fees paid in respect of months
      after the first six months of the engagement.

   b. Restructuring Fee: The Debtors shall pay a fee equal to
      $1,250,000, payable upon the consummation of a
      Restructuring.

   c. (i) If, whether in connection with the consummation of a
      Restructuring or otherwise, the Debtors consummate a
      Sale Transaction incorporating all or substantially all
      of the assets or all or a majority or controlling interest
      in the equity securities of the Debtors, LMM shall be paid
      a fee equal to the Restructuring Fee plus 5% of Aggregate
      Consideration greater than $85 million.

      (ii) Any Sale Transaction Fee shall be payable upon
      consummation of the applicable Sale Transaction.

   d. Only one fee shall be payable in the event a Restructuring
      is consummated and/or a Sale Transaction is closed;
      provided, however, that if the Debtors consummate a Sale
      Transaction, the proceeds of which are used to restructure
      Existing Obligations, such transactions will result in the
      payment of a Sale Transaction Fee rather than a
      Restructuring Fee.

   e. (i) In addition to any fees that may be payable to LMM and,
      regardless of whether any transaction occurs, the Debtors
      shall promptly reimburse LMM for all: (A) reasonable out-of-
      pocket expenses incurred by LMM (including travel and
      lodging, data processing and communications charges, courier
      services and other expenditures) and (B) the reasonable fees
      and expenses of counsel, if any, retained by LMM.

   f. As part of the compensation payable to LMM, the Debtors
      agreed to the indemnification, contribution and related
      provisions (the "Indemnification Letter") attached to the
      Engagement Letter as Addendum A.

   g. All amounts referenced in the Engagement Letter reflect
      United States currency and shall be paid promptly in cash
      after such amounts accrue under the Engagement Letter.

Pursuant to the Engagement Letter, the Monthly Fees are payable
upon the execution of the Engagement Letter and on the 17th day of
each month thereafter.

Andrew Torgove, managing director of Lazard Middle Market LLC,
attests that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

                           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.


CATALYST PAPER: Gets SD From S&P After Deferred Payment
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Catalyst Paper Corp. to 'SD' (selective default)
from 'CCC'.

Standard & Poor's also lowered its debt rating on the company's
$110 million and $280 million senior secured notes (11% due
December 2016) to 'D' (default) from 'CCC, and revised its
recovery rating on the notes to '4' from '3'. A recovery rating of
'4' represents average (30%-50%) recovery in the event of default.
In addition, Standard & Poor's lowered its issue-level rating on
the company's unsecured notes due in 2014 to 'C' from 'CC'. "The
recovery rating on the notes is unchanged at '6', indicating our
expectation of negligible (0%-10%) recovery in a default
scenario," S&P said.

"We are keeping the unsecured notes issue on CreditWatch, where it
was placed with negative implications Aug. 8, 2011, because we are
uncertain of the outcome of the ongoing capital structure review,"
S&P said.

"These rating actions reflect Catalyst's Dec. 15 announcement that
it will defer interest payment on its December 2016 notes," said
Standard & Poor's credit analyst Jatinder Mall. "Although the
company has a 30-day grace period to make a payment, Standard &
Poor's criteria only allow for a grace period of five business
days, and we are uncertain if the company will make the payment
within the five days," Mr. Mall added.

"The company began the review of its capital structure in June
2011 and has been negotiating with existing 2014 and 2016
bondholders to deal with the existing debt structure. Catalyst has
decided to defer an approximately $21 million interest payment on
it 2016 secured notes. We are uncertain as to the company's
current liquidity position and whether it has the capacity to make
this interest payment," S&P said.

Catalyst is a diverse manufacturer of specialty mechanical
printing papers, newsprint, and pulp, with a combined annual
production capacity of 2 million metric tons. It has three
production facilities in B.C. and one in Arizona.

Standard & Poor's will likely resolve the CreditWatch on the notes
once it has a better understanding of what effect Catalyst's
review of its capital structure will have on the company's
unsecured notes due 2014.


CATALYST PAPER: DBRS Downgrades Issuer Rating to 'C'
----------------------------------------------------
DBRS has downgraded the Issuer Rating of Catalyst Paper
Corporation (Catalyst or the Company) to C from CCC (high).  This
action follows the Company's announcement on December 15, 2011,
that it would defer interest payment of USD 21 million on its 11%
Senior Secured Notes due 2016, pending finalization of its
strategy regarding its debt structure.

At the same time, DBRS downgraded the rating on Catalyst's Senior
Secured Debt to CC (low) from B (its recovery rating remaining
unchanged at RR2) and the rating on its Senior Debt to C (low)
from CCC (low) (its recovery rating remaining unchanged at RR6).

DBRS has also placed all the above ratings Under Review with
Negative Implications.  The rating action reflects the heightened
risk of a potential default should the Company fail to resume
interest payments as originally agreed at the end of the 30-day
grace period.  Such failure would also trigger an event of default
under the Senior Secured Debt and potentially a cross-default
event under the Senior Debt.

If Catalyst remains unable to pay the interest at the end of the
grace period, DBRS would then lower the Company's ratings to D.
Alternatively, if the Company is able to avoid an event of
default, we would review the options available to it and reassess
its ratings at that time.


CDC CORP: Court OKs Moelis as Financial Advisor
-----------------------------------------------
CDC Corp. sought and obtained from the U.S. Bankruptcy Court for
the Northern District of Georgia authority to employ Moelis &
Company LLC as its financial advisor and investment banker, nunc
pro tunc to Nov. 10, 2011.

Moelis will, among other things:

   a) undertake, in consultation with members of management
      of the Company and Business, a customary business and
      financial analysis of the Company and the business;

   b) assist the Company in reviewing and analyzing a potential
      Debt Transaction, Equity Transaction, Division Sale
      Transaction, CDC Software Sale Transaction or a
      Restructuring Transaction;

   c) assist the Company in identifying potential Purchasers
      of a Debt Capital Transaction and/or an Equity Capital
      Transaction and potential Acquirers of a Division Sale
      Transaction and/or a CDC Software Sale Transaction;

   d) contact potential Purchasers and Acquirers that Moelis
      and the Company have agreed may be appropriate for a
      Transaction, and meet with and provide them such
      information about the Company or the Business as may
      be appropriate and acceptable to the Company, subject
      to customary business confidentiality;

   e) assist the Company in preparing Information Materials
      to be distributed to potential Purchasers and Acquirers;

   f) assist the Company in developing a strategy to effectuate
      the Transaction; and

   g) assist the Company, upon further request, in structuring
      and negotiating the Transaction and participate in such
      negotiations as requested.

The Debtor has agreed to pay Moelis the proposed compensation
based on the Engagement Letter:

   a) Monthly Retainer Fee.  A nonrefundable monthly retainer
      fee of $100,000 per month, payable in advance for the
      period commencing on the Commencement Date until the
      termination of the Engagement Letter.  The first payment
      of the Monthly Retainer Fee shall be payable on the
      Order Date and shall cover the period from the
      Commencement Date until the Order Date pro-rated for
      any partial months included), and subsequent payments
      will be payable on each monthly anniversary of the
      Order Date.  After the Company pays Moelis three full
      Monthly Retainer Fees, Moelis agrees to credit 25% of
      the subsequent three Monthly Retainer Fees paid to
      Moelis, on a dollar-for-dollar basis, against a CDC
      Software Sale Transaction Fee; Moelis further agrees to
      credit 50% of all subsequent Monthly Retainer Fees (that
      is after the first full six Monthly Retainer Fees) paid
      to Moelis, on a dollar-for-dollar basis, against a CDC
      Software Sale Transaction Fee, up to a maximum credit
      of all Monthly Retainer Fees credited of $300,000.

   b) Capital Transaction Fee. A transaction fee, payable
      promptly at the closing of each Debt Capital Transaction
      and an Equity Capital Transaction equal to:


      * 3.0% of the gross amount or face value of any Debt
        Capital Transaction (including any unfunded commitments),
        Plus

      * 5.0% of the gross amount or face amount of any Equity
        Capital Transaction.

      The Company will pay a separate Capital Transaction Fee in
      respect of each Capital Transaction in the event that more
      than one Capital Transaction occurs.

   c) Sale Transaction Fee.  A transaction fee, payable promptly
      at the closing of each Division Sale Transaction or CDC
      Software Sale Transaction equal to:

      * with respect to eight potential purchasers who have
        signed Letters of Intent with the Company as of the
        Commencement Date ("Identified Purchasers"):

         (i) 1.5% of Transaction Value for amounts up to $7.50
             per share; plus

        (ii) 2.5% of Transaction Value for amounts in excess
             of $7.50 per share; and

      * with respect to other purchasers:

         (i) 1.5% of Transaction Value for amounts up to $5.50
             per share; plus

        (ii) 2.5% of Transaction Value for amounts in excess of
             $5.50 per share; and

      The Debtor will pay a separate Sale Transaction Fee in
      respect of each Sale Transaction in the event that more than
      one Sale Transaction occurs.

   d) Restructuring Transaction Fee.  At the closing of a
      Restructuring, a nonrefundable cash fee of $2.0 million.
      For the avoidance of doubt, (i) in the event a Sale
      Transaction Fee for a CDC Software Sale Transaction is
      paid to Moelis, a Restructuring Fee shall not be payable
      to Moelis.  If the Company receives a dividend which is
      used to repay or resolve the Evolution claim that will
      constitute a Restructuring Transaction (unless the
      dividend is proceeds from a CDC Software Sale Transaction
      for which a Sale Transaction Fee is payable).

   e) Termination Fee.  A termination fee equal to 25% of any
      "termination fee," "break-up fee," "topping fee,"
      "expense reimbursement" or other form of compensation
      payable to the Company (or the Business) or of the value
      of any option to purchase any securities or assets that
      the Company (or the Business) has been granted if, after
      the execution of an agreement in principle, letter of
      intent, definitive agreement or similar agreement for a
      Transaction, the Transaction fails to close and the
      Company (or the Business) receives any such compensation
      or option.  The Company will pay the Termination Fee when
      it receives any such compensation or is able to exercise
      any such option.  If the Company (or the Business)
      receives any such compensation in the form of, or receives
      an option for, securities or assets, the value will be the
      fair market value on the day the Company receives such
      compensation or are able to exercise such option.

   f) Expenses.  Whether or not any Transaction is consummated,
      the Company will reimburse Moelis for all of its reasonable
      out of pocket expenses for travel, copying, delivery,
      teleTel, etc. as they are incurred in entering into and
      performing services; provided, however, that prior approval
      of the Company will be required if the expenses exceed
      $75,000.  In addition, the Debtor agrees to reimburse
      Moelis for its customary and reasonable expenses incurred
      by Moelis in connection with the matters contemplated by
      the Engagement Letter, including, without limitation,
      reasonable fees, disbursements, and other charges of
      Moelis' counsel.

   g) Form of Payment.  All fees, expenses and any other amounts
      payable hereunder are payable in U.S. dollars.

In addition, if, at any time prior to the expiration of 12 months
following the termination of the Engagement Letter, the Company
enters into an agreement or a plan of reorganization is filed that
subsequently results in a Transaction, or consummates a
Transaction, then the Company will pay Moelis the Capital
Transaction Fee or the Sale Transaction Fee (as the case may be)
as specified in cash promptly upon the closing of each such
Transaction.  If, at any time prior to the expiration of 12 months
following the termination of the Engagement Letter, the Company
enters into an agreement or a plan of reorganization is filed for
a Transaction and the Transaction subsequently fails to close then
the Company will pay Moelis the Termination Fee upon receipt of
any compensation or option as specified.

John P. Joliet, managing director of Moelis & Company, attests
that the firm is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

                          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.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson serves as chief restructuring officer.  The Debtor
estimated assets and debts at $100 million to $500 million as of
the Chapter 11 filing.


CELL THERAPEUTICS: Retires Remaining Convertible Debt
-----------------------------------------------------
Cell Therapeutics, Inc., has deposited $11.2 million in cash as
trust funds with U.S. Bank National Association, as the trustee of
the outstanding 5.75% convertible senior notes, which is an amount
sufficient to pay and discharge the entire amount due on the
Notes, including accrued and unpaid interest.  CTI has now retired
all of its outstanding convertible debt.

"We have worked diligently over the past five years to
restructure, exchange, and retire all of our convertible debt
while continuing to advance our product candidates toward market.
The deleveraging of our balance sheet puts CTI in a stronger
financial position as we ready for potential product approval in
2012," stated Louis A. Bianco, Chief Financial Officer of CTI.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
bi4opharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company also reported a net loss attributable to CTI of
$53.39 million on $0 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss attributable to CTI of
$62.92 million on $319,000 of total revenues for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$62.85 million in total assets, $33.89 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$15.49 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

                        Bankruptcy Warning

The Company has incurred losses since inception and expect to
generate losses for the next few years primarily due to research
and development costs for Pixuvri, OPAXIO, tosedostat,
brostallicin and bisplatinates.

If the Company receives approval of Pixuvri by the European
Medicines Agency or the Food and Drug Administration, the Company
would anticipate additional commercial expenses associated with
Pixuvri operations.  Accordingly, the Company will need to raise
additional funds and is currently exploring alternative sources of
equity or debt financing.  The Company may seek to raise such
capital through public or private equity financings, partnerships,
joint ventures, disposition of assets, debt financings or
restructurings, bank borrowings or other sources of financing.
However, additional funding may not be available on favorable
terms or at all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, the Company may be required to delay, scale back, or
eliminate some or all of its research and development programs and
may be forced to cease operations, liquidate its assets and
possibly seek bankruptcy protection.


CHARLES LIVECCHI: District Court Affirms Asset Turnover Ruling
--------------------------------------------------------------
District Judge David G. Larimer affirmed a Bankruptcy Court order
dated Feb. 28, 2011, directing debtor Charles R. Livecchi, Sr., to
turn over to the Chapter 7 Trustee overseeing Mr. Livecchi's
bankruptcy estate the title documents and keys for certain parcels
of real estate and certain vehicles.  The Debtor challenges that
order, and seeks to challenge other, prior orders of the
Bankruptcy Court, on a number of grounds.  Judge Larimer ruled
that the properties at issue were properly subject to turnover.
The Debtor has not claimed that the properties are exempt, or that
they are of inconsequential value.

The case is CHARLES R. LIVECCHI, SR., Appellant, v. KENNETH W.
GORDON, Trustee, Appellee, No. 11-CV-6178L (W.D.N.Y.).  A copy of
the District Court's Dec. 9, 2011 Decision and Order is available
at http://is.gd/UD3XTnfrom Leagle.com.

Charles R. Livecchi, Sr., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 09-20897) on April 8, 2009.  On Jan. 21, 2010,
the U.S. Trustee sought Chapter 7 conversion, arguing that Mr.
Livecchi was not pursuing a realistic Chapter 11 plan, because,
although he claimed to own real estate worth more than $3 million,
he was not proposing to sell any of that property to pay his
creditors.  The U.S. Trustee maintained, Mr. Livecchi was
proposing to pay his creditors from speculative recoveries in
certain lawsuits.  On Sept. 21, 2010, Judge John C. Ninfo, II,
granted the U.S. Trustee's request and approved the appointment of
Kenneth W. Gordon, Esq., as Chapter 7 Trustee.


CHEYENNE HOTELS: Court Approves Meili Sikora as Accountant
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Cheyenne Hotel Investments, LLC, to employ Meili Sikora, CPA,
CTRS, as its accountant.

As accountant, Ms. Sikora will:

   a) process and record financial transactions on an as
      needed basis;

   b) perform monthly reconciliations of bank accounts and
      other subsidiary ledgers to the general ledger;

   c) prepare general ledger and trial balance monthly or as
      otherwise requested;

   d) prepare other financial information;

   e) assist with billing and collection of receipts;

   f) prepare compiled balance sheet and income statements;

   g) provide financial information to various parties on an as
      requested basis and approved by the Debtor;

   h) prepare and file federal and state income tax returns; and

   i) assist in the preparation of reports required in connection
      with the CHI Bankruptcy.

Because a separate order was entered on Sept. 8, 2011,
establishing procedures for interim fee requests for
professionals, the Court did not make any ruling on the Debtor's
request for approval of payment arrangements.

                        About Cheyenne Hotel

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.  The company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011.
The Debtor disclosed assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.

Thomas F. Quinn, Esq., at Thomas F. Quinn, P.C., in Denver,
represents the Debtor as counsel.  John H. Bernstein, Esq., at
Kutak Rock LLP, in Denver, represents Wells Fargo Bank as counsel.


CHEYENNE HOTELS: Can Hire Thomas F. Quinn as Attorney
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Cheyenne Hotels, LLC, to employ the law firm of Thomas F. Quinn,
P.C., as attorney.

The law firm will:

   (a) assist the Debtor in the preparation and filing of required
       statements, schedules and other documents and pleadings
       required or permitted under the Bankruptcy Code and Rules;

   (b) advise the Debtor regarding its rights and obligations as a
       Debtor and as a Debtor-in-Possession;

   (c) represent the Debtor in hearings, meetings, conferences,
       and trials of contested matters and adversary proceedings
       brought by or against the Debtor;

   (d) advise the Debtor regarding the formulation of a plan of
       reorganization, negotiation of the terms of the plan of
       reorganization with creditors and other interested persons,
       and to draft one or more plans of reorganization, and
       disclosure statements regarding those plans;

   (e) assist the Debtor in obtaining confirmation of a plan of
       reorganization; and

   (f) advise and represent the Debtor as its attorney in such
       business negotiations and disputes as may arise in
       connection with the operations of the assets of the
       bankruptcy estate.

The Debtor agreed to pay the Law Firm a retainer of $5,000.

The Debtor believes that the Law Firm does not hold or represent
any interest adverse to the estate, and is "disinterested" in the
estate, as provided in Section 327 (a) of the Bankruptcy Code.

The firm can be contacted at:

         Thomas F. Quinn (# 5887)
         1600 Broadway, Suite 2350
         Denver, CO 80202
         Telephone: (303) 832-4355
         Facsimile: (303) 672-8281
         E-mail: tquinn@tfqlaw.com

                       About Cheyenne Hotel

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.  The company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011.
The Debtor disclosed assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.

Thomas F. Quinn, Esq., at Thomas F. Quinn, P.C., in Denver,
represents the Debtor as counsel.  John H. Bernstein, Esq., at
Kutak Rock LLP, in Denver, represents Wells Fargo Bank as counsel.


CHRYSLER LLC: New Dealership Not Exempt From Notice Rules
---------------------------------------------------------
The District Court of Appeal of Florida, First District, reversed
a final order issued by the Department of Highway Safety and Motor
Vehicles, which concluded that the establishment by Chrysler Group
LLC of North Tampa Chrysler Jeep Dodge, Inc., a successor motor
vehicle dealer, was exempt under section 320.642(5)(a)1, Florida
Statutes (2010), from the notice and protest requirements in
sections 320.642(1)-(3), Florida Statutes (2010).  The First
District held that Chrysler Group's establishment of North Tampa
is not exempt from the notice and protest requirements.  The First
District remanded the matter for further proceedings.

Jerry Ulm Dodge, Inc. d/b/a Jerry Ulm Dodge Chrysler Jeep, and
Ferman on 54, Inc. d/b/a Ferman Chrysler Dodge at Cypress Creek,
lodged the appeal.  Ulm and Ferman are licensed "motor vehicle
dealers" as defined in section 320.60(11), Florida Statutes
(2010), in Tampa, Florida, who possess franchise and dealer
agreements with Chrysler Group for the sale of Dodge, Chrysler,
and Jeep motor vehicles.

Before April 2008, Bob Wilson Dodge Chrysler Jeep, LLC, operated a
Dodge, Chrysler, and Jeep dealership in Tampa, Florida, under
dealer agreements with Chrysler Motors.  However, in April 2008,
Wilson filed a Chapter 11 petition in the United States Bankruptcy
Court in the Middle District of Florida.  At about the same time,
Wilson closed its doors for business and ceased selling and
servicing Dodge, Chrysler, and Jeep vehicles.

Upon the filing of Wilson's bankruptcy petition, the automatic
stay under section 362 of the Bankruptcy Code went into effect,
thereby preventing Chrysler Motors from terminating Wilson's
dealer agreements.  On July 30, 2008, Chrysler Motors filed a
motion with the Bankruptcy Court seeking relief from the automatic
stay to terminate Wilson's dealer agreements.  On Jan. 8, 2009,
Wilson's motor vehicle dealer license issued by the Department
expired.  On Jan. 30, 2009, the Bankruptcy Court entered an order
dismissing Wilson's bankruptcy proceeding effective Feb. 20, 2009.
On Feb. 9, 2009, the Bankruptcy Court entered an order granting
Chrysler Motors' motion for relief from the automatic stay for the
purpose of allowing Chrysler Motors to terminate Wilson's dealer
agreements.  On March 10, 2009, Chrysler Group terminated Wilson's
dealer agreements.

Subsequently, Chrysler Group established North Tampa as a
replacement dealer for Wilson.  The location of North Tampa is
within two miles of Wilson's former location.  Chrysler Group
received confirmation from an employee of the Department via
email, based on information Chrysler Group provided the employee
via email on Feb. 5, 2010, that North Tampa would be exempt from
the notice and protest requirements of section 320.642(5)(a)1,
Florida Statutes (2010).  On Feb. 24, 2010, North Tampa applied
for a motor vehicle dealer license from the Department to operate
a Chrysler, Dodge, and Jeep dealership.  The Department issued the
dealer license to North Tampa.

Ulm and Ferman filed a petition with the Department for
determination that Chrysler Group had established an additional
motor vehicle dealership in violation of section 320.642.  The
Department forwarded the petition to the Division of
Administrative Hearings.  After an evidentiary hearing, the
administrative law judge entered a Recommended Order concluding
that the establishment of North Tampa is exempt from the notice
and protest requirements of section 320.642.  The ALJ found that
the doctrine of equitable tolling applied to the facts of this
case to toll the start of the 12-month exemption period under
section 320.642(5)(a) until March 10, 2009, the date Chrysler
Group terminated Wilson's dealer agreements.  The Department
adopted the ALJ's Recommended Order as its Final Order.

The case is JERRY ULM DODGE, INC. d/b/a JERRY ULM DODGE CHRYSLER
JEEP, and FERMAN ON 54, INC. d/b/a FERMAN CHRYSLER DODGE AT
CYPRESS CREEK, Appellants, v. CHRYSLER GROUP LLC, Appellee, Case
No. 1D11-515 (Fla. App. Dist. Ct.).  A copy of the Dec. 9, 2011
Opinion is available at http://is.gd/fN5fDafrom Leagle.com.

John W. Forehand, Esq., and R. Craig Spickard, Esq. --
jforehand@kfb-law.com and cspickard@kfb-law.com -- at Kurkin
Forehand Brandes LLP, Tallahassee, represent Ulm and Ferman.

Dean Bunch, Esq., and Andy Bertron, Esq. --
dean.bunch@nelsonmullins.com and andy.bertron@nelsonmullins.com --
at Nelson Mullins Riley & Scarborough LLP, Tallahassee; and Robert
D. Cultice, Esq. -- robert.cultice@wilmerhale.com -- at Wilmer
Cutler Pickering Hale & Door, in Boston, MA, argue for Chrysler
Group.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.

                         About Bob Wilson

Headquartered in Tampa, Florida, Bob Wilson Dodge Chrysler Jeep
LLC -- http://www.bobwilsondodgesuperstore.com/-- was a certified
DaimlerChrysler Five Star dealership with a huge inventory of high
quality new and pre-owned vehicles.  The Debtors and its debtor-
affiliates filed separate Chapter 11 petitions on April 25, 2008
(Bankr. M.D. Fla. Case No. 08-05759 thru 08-05763.)  Scott A.
Stichter, Esq., and Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser PA, represented the Debtors in their restructuring
efforts.  The Debtors listed $25,755,784 in assets and $20,789,595
in liabilities.


CHUKCHANSI ECONOMIC: Moody's Says 'Ca' CFR Unaffected by Payment
----------------------------------------------------------------
Moody's Investors Service said that Chukchansi Economic
Development Authority's Ca Corporate Family Rating and negative
outlook are not affected by the interest payment made by the
company during the grace period under its senior notes and the
Restructure Support Agreement it has entered into with a majority
of its lenders.

The Chukchansi Economic Development Authority was formed in June
2001 as a wholly owned enterprise of the Picayune Rancheria of
Chukchansi Indians, a federally-recognized Indian tribe.
Chukchansi has operated since June 2003 the Chukchansi Gold Resort
& Casino, a facility located 35 miles north of Fresno, California.
The facility features a 404-room hotel, 2,000 class III slot
machines, approximately 42 class III table games and seven
restaurants.


CIRCLE STAR: Delays Form 10-Q for Oct. 31 Quarter
-------------------------------------------------
Circle Star Energy Corp. continues to finalize the financial
statements to be presented in its Quarterly Report on Form 10-Q.
The Company's independent accountant at Consolidated Asset
Management Limited and auditor, Hein & Associates LLP, require
additional time to complete their review of the Company's
financial statements for the period ended Oct. 31, 2011.  The
Company is working diligently to finalize the review and
anticipates filing within the extended filing period, pursuant to
Rule 12b-25.

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company's balance sheet at July 31, 2011, showed $3.7 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $2.1 million.

The Company has sustained losses in all previous reporting periods
with an inception to date loss of $3.8 million as of July 31,
2011.  "There is substantial doubt about the Company's ability to
continue as a going concern," the Company said in the filing.


CLEARWIRE CORP: Inks 175MM Underwriting Pact with J.P. Morgan
-------------------------------------------------------------
Clearwire Corporation, on Dec. 7, 2011, entered into an
underwriting agreement with J.P. Morgan Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representatives of
the several underwriters named therein, relating to the issuance
and sale in a public offering of an aggregate of 175,000,000
shares of the Company's Class A common stock, par value $0.0001
per share at a public offering price of $2.00 per share, and
granted the Underwriters an option to purchase up to an additional
26,250,000 shares of Class A Common Stock, which was exercised in
full.  The offering of the Class A Common Stock has been
registered under the Securities Act of 1933, as amended, by the
Company as part of its Registration Statement on Form S-3 filed
with the Securities and Exchange Commission.

The Offering of the Company's 201,250,000 shares of Class A Common
Stock closed on Dec. 13, 2011.

In addition, Sprint HoldCo, LLC, a wholly owned subsidiary of
Sprint Nextel Corporation, had previously agreed to exercise its
pro rata preemptive rights with respect to the Offering.  On
Dec. 13, 2011, pursuant to an Investment Agreement among the
Company, Clearwire Communications LLC and Sprint, Sprint
purchased, in a separate, private transaction, 173,635,000 shares
of the Company's Class B Common Stock and a corresponding number
of Class B Common Interests in Clearwire LLC for an aggregate
purchase price of $331,399,761.  The Investment Agreement contains
representations and warranties of the Company and Clearwire LLC
that are substantially similar to those of the Company in the
Underwriting Agreement.  Closing of the transactions under the
Investment Agreement was subject to certain customary closing
conditions, including the closing of the Offering and that the 4G
MVNO Agreement, dated Nov. 28, 2008, and the amendment thereto
dated Nov. 30, 2011, by and among Clearwire LLC, Comcast MVNO II
LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC, and Sprint
Spectrum L.P. be in full force and effect.

On Dec. 7, 2011, the Company's stockholders, took action by
written consent to approve the amendment of the Company's Restated
Certificate of Incorporation to increase the number of authorized
shares of Class A Common Stock of the Company from 1,500,000,000
to 2,000,000,000 and the number of authorized shares of Class B
Common Stock of the Company from 1,000,000,000 to 1,400,000,000.
As of the record date of the Written Consent, the Company had
250,930,013 shares of Class A Common Stock outstanding and
entitled to vote and 666,067,592 shares of Class B Common Stock
outstanding and entitled to vote.  Each share of Class A Common
Stock and each share of Class B Common Stock is entitled to one
vote, and the holders of Class A Common Stock and Class B Common
Stock vote together as a single class.  The Written Consent was
executed by the holders of 28,432,066 shares of Class A Common
Stock and 519,955,726 shares of Class B Common Stock, representing
a majority of the combined voting power of the Company's
outstanding Class A Common Stock and Class B Common Stock, which
is sufficient to approve the actions contemplated by the Written
Consent.

In connection with the Written Consent, the Company filed an
Information Statement on Dec. 9, 2011, with the SEC pursuant to
Section 14(c) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, including Regulation
14C, and will provide the Information Statement to all
stockholders who did not execute the written consent.

                    About Clearwire Corporation

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

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

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

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

                          *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


CLEARWIRE CORP: Intel Corporation Owns 18.2% of Class A Shares
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Intel Corporation disclosed that, as of
Dec. 5, 2011, it beneficially owns 94,076,878 shares of Class A
Common Stock of Clearwire Corporation representing 18.2% of the
shares outstanding.  As previously reported by the TCR on Dec. 20,
2010, Intel disclosed beneficial ownership of 102,404,811 shares
of Class A Common Stock representing 33.1%.  A full-text copy of
the amended Schedule 13D is available at http://is.gd/TUl1PB

                    About Clearwire Corporation

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

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

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

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

                          *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


CLEARWIRE CORP: Sprint Nextel Holds 58.1% of Class A Shares
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that, as of Nov. 30, 2011, they beneficially own
627,945,914 shares of Class A common stock of Clearwire
Corporation representing 58.1% of the shares outstanding.  As
previously reported by the TCR on June 10, 2011, Sprint Nextel
disclosed beneficial ownership of 454,310,914 shares of Class A
common stock of or 64.9% of the shares outstanding.  A full-text
copy of the amended filing is available at http://is.gd/aB6MCC

                    About Clearwire Corporation

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

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

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

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

                          *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


CNL LIFESTYLE: S&P Affirms 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on CNL
Lifestyle Properties Inc. and its subsidiary, CNL Income Partners
L.P. (collectively, CNL), to negative from stable. "At the same
time, we affirmed our 'BB-' corporate credit rating and 'BB-'
issue rating on the company's senior unsecured notes," S&P said.

"Our outlook revision reflects our view that debt protection
measures are unlikely to improve over the next few quarters due to
lower returns from recently restructured golf property leases and
seasonality at CNL's third-party managed properties," says credit
analyst Eugene Nusinzon. "We also believe that debt protection
measures may weaken if additional underperforming property leases
get restructured."

"We would lower the ratings if we do not believe trailing-12-month
fixed-charge coverage will strengthen and be sustained above 1.9x
over the next 12 months, liquidity becomes less than adequate, or
joint-venture adjusted leverage exceeds 50%," S&P said.


COMPUCOM SYSTEMS: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Dallas-based CompuCom Systems Inc., and revised
the outlook to stable from negative.

"The outlook revision reflects our expectation that growth in
service revenues and backlog will support consistent profitability
and cash flow," said Standard & Poor's credit analyst Martha Toll-
Reed, "and that CompuCom will maintain adequate covenant headroom
under its leverage coverage requirement."

"The ratings reflect our expectation that an improving business
mix of higher margin services revenues will continue to support
the current rating, despite highly competitive market conditions
and the company's 'leveraged' financial profile (as defined in our
criteria)," S&P said.

"The outlook is stable, reflecting our expectation that growth in
service revenues and backlog will support consistent profitability
and adequate covenant headroom, even after the December 2011 step-
down in the leverage covenant in its senior secured credit
facility. Our view that the company's current ownership structure
is likely to preclude sustained de-leveraging currently limits a
possible upgrade. Lack of sustained EBITDA growth or a
deterioration in operating profitability and covenant headroom
could lead to lower ratings," S&P said.


CROSS BORDER: Red Mountain Discloses 36.5% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Red Mountain Resources, Inc., and its
affiliates disclosed that, as of Dec. 13, 2011, they beneficially
own 6,672,660 shares of common stock of Cross Border Resources,
Inc., representing 36.5% of the shares outstanding.  A full-text
copy of the filing is available at http://is.gd/m8cw2X

                   About Cross Border Resources

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

The Company's balance sheet at Sept. 30, 2011, showed
$25.92 million in total assets, $7.88 million in total liabilities
and $18.04 million in total stockholders' equity.

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


CROSS BORDER: American Standard Terminates Letter of Intent
-----------------------------------------------------------
Cross Border Resources, Inc., on Nov. 22, 2011, entered into a
letter of intent with American Standard Energy Corp. which
memorialized American Standard's intent to acquire Cross Border
and granted to American Standard the exclusive right to enter into
such a transaction with Cross Border between Nov. 22, 2011, and
Jan. 31, 2012.

On Dec. 16, 2011, the Company received from American Standard
written termination of the LOI as allowed by the terms of the LOI.
The termination became effective immediately and there are no
early termination penalties.

Meanwhile, on Dec. 12, 2011, Red Mountain Resources, Inc., and
Black Rock Capital, Inc., as direct and indirect shareholders of
the Company, filed a lawsuit against the Company in the District
Court of Clark County, Nevada as Case No. A-11-653-089-B.  The
plaintiffs have asked the Court (i) to order the Company to hold
an annual shareholders' meeting for the purpose of electing
directors, and (ii) to declare that the solicitation or securing
of proxies pursuant to a proxy solicitation made in accordance
with the law shall not constitute or be deemed an "Association" as
such term is defined in the Amendment to Bylaws recently adopted
by the Company's Board of Directors.

                    About Cross Border Resources

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

The Company's balance sheet at Sept. 30, 2011, showed
$25.92 million in total assets, $7.88 million in total liabilities
and $18.04 million in total stockholders' equity.

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


CROWN CASTLE: Moody's Reviews 'Ba2' Corporate for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Crown Castle
International Corp. including its Ba2 Corporate Family Rating and
Probability of Default Rating, on review for possible downgrade,
upon the Company's announced plan to acquire distributed antenna
systems operator NextG. CCIC expects to fund the cash
consideration of $1 billion with additional debt financing, the
details of which have not been disclosed. As a result, the
Company's SGL-1 Speculative Grade Liquidity rating was also put on
review for downgrade, and the final SGL rating will depend on the
composition of the ultimate financing for the acquisition.

RATINGS RATIONALE

The rating review will focus on the company's funding plans, along
with Moody's analysis of the financial impact going forward. The
rating agency notes that although the acquisition will modestly
increase the company's adjusted leverage to about the 7.0x range,
from about 6.6x at 9/30/11, the company's free cash flow
generation is expected to deteriorate, given the capital intensive
nature of ongoing DAS buildouts. Although DAS networks have been
complementary to traditional macro cell tower infrastructure,
Moody's has not yet seen similar economies of scale on DAS
networks that tenant colocations provide on traditional wireless
tower sites. Therefore, Moody's expects the adjusted EBITDA-
Capex/Interest Expense ratio to be around low 1x's for the next
year or so, until the company is able to leverage the DAS
infrastructure to lure other carriers. In addition, CCIC has
ramped up its share buy back activity over the past year,
indicating a more favorable shareholder return strategy that is to
the detriment of the bondholders.

The principal methodology used in rating Crown Castle
International Corp. was the Global Communications Infrastructure
Rating 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.


CROWN CASTLE: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and other ratings on Houston-based wireless tower operator
Crown Castle International Corp. and revised the rating outlook to
stable from positive.

"The outlook revision reflects the heightened leverage that we
expect from the company's pending acquisition of NextG for $1
billion," said Standard & Poor's credit analyst Catherine
Cosentino.

"Pro forma for the transaction, leverage will be approximately 7x
initially, and will not improve to about 6x by the end of 2012,
which we incorporated in the previous positive outlook. While the
acquisition improves company's ability to serve wireless customers
in denser markets where traditional towers are not feasible, it
does not materially change the company's overall business risk
assessment, which we already view as 'strong', according to our
criteria. We do not expect the NextG transaction to close until
the second quarter of 2012," S&P said.

"The stable rating outlook incorporates our view that, given the
company's aggressive financial policy and very high leverage of
7x, pro forma for the NextG acquisition, credit metrics will not
improve sufficiently to support a higher rating over the next
year, even if Crown Castle devotes a significant portion of net
free cash flow to debt reduction. An upgrade is therefore not
likely. Conversely, given the fact that the company does not have
any significant maturities or anticipated repayment requirements
until 2014, a downgrade is not likely either unless leverage rises
above the low 10x area, with no expectation for near-term
improvement. For example, we believe a downgrade could occur if
the company's financial policy became materially more aggressive,
including adopting a substantially larger share repurchase
program, or paying a special dividend, either in the area of $6
billion. Likewise, if the company increased leverage above the
low-10x area to acquire or build additional towers that lacked
anchor tenants or had much lower cash flow margins than their
current tower base, this, too, could prompt a downgrade," S&P
said.


CROWN CASTLE: Fitch Affirms Rating on Senior Unsec. Debt at 'BB-'
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of
Crown Castle International Corp. (CCIC) and its subsidiaries at
'BB'. In addition, Fitch has also affirmed the long-term debt
ratings of CCIC and its subsidiaries.

Fitch has affirmed the following ratings:

CCIC

  -- IDR at 'BB';
  -- Senior Unsecured Debt at 'BB-'.

Crown Castle Operating Company (CCOC)

  -- IDR at 'BB';
  -- Senior Secured Credit Facility at 'BB+'.

CC Holdings GS V LLC (GS V)

  -- IDR at 'BB';
  -- Senior Secured Notes at 'BBB-'.

The Rating Outlook for CCIC and its subsidiaries is Stable.

The affirmation follows the announcement by Crown of a definitive
agreement whereby Crown will acquire NextG Networks, Inc. in a
transaction valued at approximately $1 billion.  The transaction
is expected to close in the second quarter of 2012.  Crown
anticipates funding the acquisition with debt.  Leverage pro forma
for the acquisition as of Sept. 30, 2011 would increase to
approximately 6 times (x).  Fitch expects Crown to delever through
cash flow growth.  Consequently, leverage at the end of 2012 is
expected to be in the mid 5x range, similar to levels at the end
of 2010.

As such, Fitch believes Crown has capacity within its current
ratings for this acquisition, although flexibility is now limited
for additional large acquisitions.  Crown's ratings are supported
by the strong recurring cash flows generated from its leasing
operations, the robust EBITDA margin that should continue to
increase through new lease-up opportunities, and the scale of its
tower portfolio.  Crown's long-term growth strategy of primarily
focusing on the U.S. market versus seeking growth internationally
in emerging markets also reduces operating risk.  These factors
lend considerable stability to cash flows and lead to a lower
business risk profile than most typical corporate credits.

A key factor in future revenue and cash flow growth for Crown, as
well as the rest of the tower industry, is the growth within
mobile broadband services.  Growth in 4G services will drive
amendment activity and new lease-up revenues from the major
operators leading to mid-single digit growth prospects for the
next couple of years.

This growth along with lease escalator adjustments will more than
offset the increase in churn pressure from the consolidation of
networks (Alltel, Sprint) during the next several years.  Fitch
expects the increased churn pressure will be distributed over a
multiyear period.  Sprint related churn from iDEN decommissioning
should be spread primarily over a four year period which is the
average length for remaining leases.  Crown has indicated iDEN
related revenue loss could be approximately 2 - 3% of site rental
revenue.

Crown maintains significant flexibility with prioritizing the use
of its liquidity and discretionary cash flow.  For 2011, Crown
estimates recurring free cash flow (EBITDA less interest less
sustaining capital spend) of $775 million, which exceeds initial
guidance for 2011.  In 2012, Crown has indicated recurring free
cash flow will be in the range of $830 million to $845 million
absent considerations for the acquisition.

Fitch now expects Crown will spend in excess of $300 million in
capital expenditures in 2012 as a result of the acquisition
including approximately $150 million for land purchases.  The
focus on buying or extending its land leases benefits the longer-
term credit profile by increasing margin certainty and decreasing
its leasing obligation.  Fitch accounts for operating leases
within its adjusted debt metrics.  The remaining excess cash flow
will be available for acquisitions or share repurchases.  Common
stock and preferred stock repurchases totaled $316 million for the
first three quarters of 2011.

As of the third quarter 2011, cash was $76 million. Crown had
drawn down $305 million of its $450 million revolving facility
that matures in 2013.  The company has significant flexibility
under its covenants.  Fitch expects that Crown could seek to term
out the debt on its facility to free up additional liquidity.
Crown does not have any significant maturities until early 2014
when the $622 million term loan matures.

Longer-term in the 2015 - 2016 timeframe, Crown has indicated a
potential for a REIT conversion.  As such, Crown may consider
lowering its future leverage target range similar to that of
American Tower.  Fitch expects American Tower will maintain net
leverage in the 3.5x to 4.0x range.  Consequently, any further
rating upgrades would require Crown to lower its leverage target.

Fitch believes Crown's ratings have upward potential from further
operational and credit profile improvements. Key rating drivers
for Crown include (1) The stability and operating leverage within
its leasing operations; (2) Growth in broadband data leading to
increased lease-up opportunities; and (3) Maintaining less
aggressive financial policies than in the past.  (4) Crown
continues to following the potential path of a REIT conversion and
delevers the company.


CROWNROCK LP: S&P Affirms 'CCC+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Midland,
Texas-based CrownRock LP (CrownRock) to positive from developing.
"We affirmed all existing ratings, including the 'CCC+' corporate
credit rating," S&P said.

"The outlook revision is based on CrownRock's markedly improved
liquidity position since assigning our rating on Sept. 1, 2011,"
said Standard & Poor's credit analyst Marc Bromberg. "Given the
company's cash reserves and increased borrowing base under its
revolving credit facility as of October 2011, and based on our
most recent financial projections, we believe that the company's
current liquidity should adequately cover its capital needs
throughout 2012."

The ratings continue to reflect CrownRock's small oil and gas
reserve and production base as an independent exploration and
production company. They also incorporate the company's very
aggressive capital spending requirements to hold onto its acreage,
a high percentage of risky undeveloped reserves, a volatile and
commodity based industry, and reliance on one basin (the Wolfberry
region of the Permian Basin) for its production growth and cash
flows. These negative credit factors are mitigated by an oil-
weighted reserve profile and a competitive cost structure.

"The positive outlook reflects that we could raise ratings if
CrownRock grows reserves and production while maintaining
liquidity sufficient to cover capital spending (which we expect to
total about $250 million) over the next year. If we foresee funds
from operations over the next year declining below $50 million, a
level that we think is the minimum necessary to meet its drilling
program in 2012, we could take a negative rating action. We could
envision this scenario if the company experiences a production
issue in the Wolfberry, a risk that we currently consider minimal
given the less complex vertical nature of the wells there, well
established infrastructure in the Permian, and the highly
statistical nature of the play," S&P said.


DANA CORP: Bankr. Court Won't Hear MAHLE-UAW Contract Dispute
-------------------------------------------------------------
Bankruptcy Judge Burton R. Lifland issued a bench memorandum
decision and order permissively abstaining from adjudicating the
motion of MAHLE Engine Components USA, Inc. to enforce a sale
order in Dana Corporation's bankruptcy.

MAHLE seeks an order enforcing the Court's Sale Order by finding
that MAHLE did not assume liability for early retirement benefits,
prohibiting parties from asserting certain claims against MAHLE,
and granting other related relief.

Judge Lifland said the current dispute (i) is between two non-
debtors, (ii) arises out of MAHLE's -- not the debtors' -- post-
sale administration of pension benefits, and (iii) raises issues
that, at most, are tangentially related to the estate.  He also
noted that determining which pension documents are relevant for
resolution of MAHLE's Motion would require the Bankruptcy Court to
review several documents that were not before it at the time of
the Sale Order and analyze them under federal labor and pension
law, a task more fitting for the U.S. District Court for the
Western District of Michigan where a proceeding is currently
pending addressing the underlying issues raised in MAHLE's Motion.
According to Judge Lifland, although the Bankruptcy Court has
subject matter jurisdiction to adjudicate the Motion, permissive
abstention is appropriate under these circumstances.

In December 2006, Dana sold its Engine Products Group, including a
manufacturing plant in Muskegon, Michigan, to MAHLE for $97.7
million.  Employees at the Muskegon Plant represented by the
United Auto Workers were hired by MAHLE, and MAHLE assumed a 2004
collective bargaining agreement between Dana and the UAW covering
those employees.

On May 5, 2011, the UAW filed a complaint against MAHLE and Dana
in the Michigan District Court, asserting that MAHLE is liable for
certain early retirement benefits, totaling $1.9 million, under
the CBA.  On Aug. 1, 2011, the UAW filed an amended complaint
removing Dana as defendant and setting forth certain allegations,
including breach of contract under section 301 of the Labor-
Management Relations Act, 29 U.S.C. section 185; an action under
the Employee Retirement Income Security Act, as amended, to
recover benefits due under the pension plans; and an assertion
that the failure to pay the disputed benefits constitutes an
impermissible reduction in an accrued early retirement benefit in
violation of section 204(g) of ERISA, 29 U.S.C. section 1054(g).

MAHLE contends that the lawsuit is barred since (i) the Disputed
Retiree Benefits arise from a 1996 agreement between the UAW and
Dana that MAHLE did not assume in the Sale Order or the Asset
Purchase Agreement, and (ii) the Sale Order was free and clear of
non-assumed liabilities and prohibits the commencement of any
action inconsistent with it.

The UAW counters that the Michigan Lawsuit does not involve a
claim barred by the Sale Order.  The UAW also asserts that even if
MAHLE did not specifically assume the 1996 Dana Assumption
Agreement, determining whether MAHLE is liable for obligations
contained therein requires a detailed review of documents other
than the ones explicitly assumed according to the Sale Order.  The
UAW suggests that the Bankruptcy Court lacks subject matter
jurisdiction and urges that if Bankruptcy Court finds otherwise,
it should abstain from adjudicating this matter.

A copy of Judge Lifland's Dec. 15, 2011 decision is available at
http://is.gd/yr7G2Rfrom Leagle.com.

Attorneys for MAHLE Engine Components USA, Inc., are:

          Allen G. Kadish, Esq.
          GREENBERG TRAURIG, LLP
          MetLife Building
          200 Park Avenue
          New York, NY 10166
          Tel: 212-801-6846
          E-mail: kadisha@gtlaw.com

               - and -

          Stephen B. Grow, Esq.
          William R. Jansen, Esq.
          Molly E. McManus, Esq.
          Dean F. Pacific, Esq.
          WARNER NORCROSS & JUDD LLP
          900 Fifth Third Center
          111 Lyon Street NW
          Grand Rapids, MI 49503-2487
          Tel: 616-752-2158
          Fax: 616-222-2158
          E-mail: sgrow@wnj.com
                  wjansen@wnj.com
                  mmcmanus@wnj.com
                  dpacific@wnj.com

Attorneys for International Union, UAW, is:

          Babette A. Ceccotti, Esq.
          COHEN, WEISS AND SIMON LLP
          New York, NY
          Facsimile: (212) 695-5436
          330 West 42nd Street, 25th Floor
          New York, NY 10036-6976
          Tel: 212-563-4100
          Fax: 212-695-5436
          E-mail: bceccotti@cwsny.com

                         About Dana Corp.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/--
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.  Dana has facilities in China in the Asia-
Pacific, Argentina in the Latin-American regions and Italy in
Europe.

Dana Corp. and its affiliates filed for Chapter 11 protection on
March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represented the Debtors.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners served as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represented the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP, served as counsel to the Official Committee of Equity
Security Holders.  Stahl Cowen Crowley, LLC, served as counsel to
the Official Committee of Non-Union Retirees.  The Debtors filed
their Joint Plan of Reorganization on Aug. 31, 2007.  Judge Burton
Lifland confirming the Plan, as thrice amended, on Dec. 26, 2007.
The Plan was declared effective Jan. 31, 2008.  Upon emergence,
the Company was renamed as Dana Holding Corporation.


DAVID JOHN KAPLAN: Dog-Bite Case Survives Motion to Dismiss
-----------------------------------------------------------
District Judge Robert C. Jones denied a dog owner's request to
dismiss the lawsuit commenced by a debtor who alleged he was
attacked by a pit bull or similar breed of dog while stopped on
the street in his car.  David John Kaplan said the dog attempted
to seize his left arm and was unsuccessful only because he twisted
away violently, causing himself injury.  The dog belonged to
Vadonna and Jeffrey Rivera, who resided at 7420 Lacerta Dr.,
Sparks, Nevada, near the scene of the attack.  Mr. Kaplan alleges
that although the Defendants knew the dog was ferocious, they
negligently permitted it to roam at large without supervision.
Mr. Kaplan seeks compensatory damages in excess of $100,000 for
medical expenses, $26,250 for lost wages, and $250,000 for pain
and suffering.

Judge Jones said Mr. Kaplan sufficiently plead a negligence claim,
but the judge did not rule on the claims saying at this point,
noting that neither party has moved for summary judgment.  A copy
of Judge Jones' Dec. 9, 2011 Order is available at
http://is.gd/qMxWPGfrom Leagle.com.

The dog-bite case, DAVID JOHN KAPLAN, v. VADONNA RIVERA et al.,
No. 3:11-cv-00772 (D. Nev.), was referred from the Bankruptcy
Court.

David John Kaplan, aka David J. Kaplan, Trustee, filed a pro se
Chapter 11 petition (Bankr. D. Nev. Case No. 10-54568) on Nov. 19,
2010, after the incident but before he filed the Complaint.  He
listed under $1 million in assets and debts.


DELTA PETROLEUM: Noteholders Allow Zell Fund to Join in Loan
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that noteholders
providing a $57.5 million loan to fund Delta Petroleum Corp.?s
bankruptcy and potential sale agreed Monday to allow another
noteholder -- a fund owned by billionaire Sam Zell -- to join in
the financing package.

                    About Delta Petroleum

Delta Petroleum Corporation is an oil and gas exploration and
development company based in Denver, Colorado.  The Company's core
area of operation is the Piceance Basin in the Rocky Mountain
region, which comprise the majority of its proved reserves,
production.  Its common stock is listed on the NASDAQ Global
Market System under the symbol "DPTR."

Delta Petroleum Corporation and certain of its subsidiaries filed
voluntary petitions for relief under Chapter 11 (Bankr. D. Del.
Lead Case No. 11-14006) on Dec. 15, 2011.

Attorneys at Hughes Hubbard & Reed LLP and Morris, Nichols, Arsht
& Tunnell LLP serve as counsel to the Debtors.  Conway Mackenzie
is the financial advisor.  Epiq Bankruptcy Solutions, LLC, serves
as the Debtor's claims agent.  The Debtors disclosed assets of
$375,498,248 and liabilities of $310,679,157 as of the petition
date.


DELTA PETROLEUM: Inks 3rd Amendment to Macquarie Credit Agreement
-----------------------------------------------------------------
In a regulatory filing Friday, Delta Petroleum Corp. discloses
that on Dec. 12, 2011, it entered into the Third Amendment to
Third Amended and Restated Credit Agreement with Macquarie Bank
Limited, as administrative agent for the lenders named in the
Credit Agreement.  In conjunction with the Third Amendment, the
lenders increased the term loan available to Delta from
$15 million to $22 million.  Advances on the incremental
$7 million available under the term loan are permitted to be made
in two tranches of up to $5.5 million and up to $1.5 million
commencing on Dec. 12, 2011, and Dec. 19, 2011, respectively.  On
Dec. 12, 2011, Delta requested and received the first incremental
term loan tranche of $5.5 million.  Additionally, Delta agreed to
pay the lenders an aggregate one-time amendment fee of $140,000,
equal to 2% of the incremental term loan availability, in
consideration of the financial accommodations extended to Delta
under the Third Amendment.

A complete text of the Third Amendment is available for free at:

                       http://is.gd/Nm5iiW

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

The Company reported a loss from continuing operations of
$465.6 million on $51.1 million of revenue for the nine months
ended Sept. 30, 2011, compared with a loss from continuing
operations of $76.1 million on $46.6 million of revenue for the
nine months ended Sept. 30, 2010.  Including discontinued
operations, the net loss was $458.5 million for the nine months
ended Sept. 30, 2011, compared with a net loss of $157.7 million
for the nine months ended Sept. 30, 2010.

Delta incurred dry hole and impairment costs of $420.9 million for
the nine months ended Sept. 30, 2011, compared to $29.8 million
for the comparable period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$554.3 million in total assets, $496.0 million in total
liabilities, and shareholders' equity of $58.3 million.

The Company and seven of its subsidiaries filed voluntary
petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 11-14006
to 11-14013, inclusive) on Dec. 16, 2011.  W. Peter Beardsley,
Esq., Christopher Gartman, Esq., Kathryn A. Coleman, Esq., and
Ashley J. Laurie, Esq., at Hughes Hubbard & Reed LLP, in New York,
N.Y., represent the Debtors as counsel.  Derek C. Abbott, Esq.,
Ann C. Cordo, Esq., and Chad A. Fights, Esq., at Morris, Nichols,
Arsht & Tunnel LLP, in Wilmington, Del., represent the Debtors as
co-counsel.  Conway Mackenzie is the Debtors's restructuring
advisor.  The Debtors selected Epiq Bankruptcy Solutions, LLC as
Claims and Noticing Agent.  In its petition, the Debtors disclosed
$375,498,248 in total assets, and $310,679,157 in total
liabilities.

The petition was signed by Carl E. Lakey, chief executive officer
and president.


DELTA PETROLEUM: Moody's Lowers PDR to D on Chapter 11 Filing
-------------------------------------------------------------
Moody's Investors Service (Moody's) downgraded the probability of
default rating (PDR) for Delta Petroleum Corporation (Delta) to D
in response to the company's announcement that it had filed
voluntary petitions for reorganization under Chapter 11 of the US
Bankruptcy Code. Moody's also lowered the company's Corporate
Family Rating (CFR) to Ca from Caa3 and the senior unsecured notes
rating to C from Ca. The rating outlook remains negative.

RATINGS RATIONALE

Shortly following these rating actions, Moody's will withdraw all
of Delta's ratings (refer to Moody's ratings withdrawal policy on
moodys.com).

Delta plans to obtain Court approval of a debtor in possession
(DIP) financing facility of $57.5 million as it works through the
bankruptcy process. The C rating of the 7% notes reflects the
noteholders' unsecured position and junior claim to Delta's assets
under Moody's Loss Given Default (LGD) Methodology framework. In
Moody's LGD waterfall, the proposed super-priority DIP facility
lenders rank first, the $33 million secured credit facility
lenders rank second, followed by the unsecured claims of the
holders of the 7% notes and the 3.75% convertible notes.

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

Delta Petroleum Corporation is a small Denver, Colorado based
independent exploration and production company purely focused in
the Rocky Mountain region.


DELTA PETROLEUM: S&P Lowers Corporate Credit Rating to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based exploration and production company Delta
Petroleum Corp. (Delta) to 'D' from 'CCC-', indicating a default.
"We also lowered the issue-level rating on Delta's senior
unsecured notes to 'D' from 'CC'. The recovery rating on the notes
remains '5', indicating our expectation for modest (10% to 30%)
recovery for lenders," S&P said.

"The downgrades follow Delta's announcement that it has filed for
Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court,"
said Standard & Poor's credit analyst Marc Bromberg. "Delta is
seeking court approval of a debtor in possession (DIP) financing
facility of $57.5 million, which we expect will allow it to
maintain operations during the Chapter 11 restructuring. The
company had approximately $380 million of funded debt on Sept. 30,
2011."


DESERT LAND: District Court Rules on Contract Dispute
-----------------------------------------------------
District Judge Robert C. Jones dismissed a lawsuit involving
Chapter 11 debtors, which have been withdrawn in its entirety to
the District Court because Judge Jones issued the relevant
confirmation order while sitting as a bankruptcy judge.

The case TOM GONZALES, v. DESERT LAND, LLC et al., No. 3:11-cv-
00613 (D. Nev.), arises out of the alleged breach of a settlement
agreement that was part of the defendants' confirmed Chapter 11
plan.  On Dec. 7, 2000, Mr. Gonzales loaned $41.5 million to
Desert Land LLC and Desert Oasis Apartments LLC to finance their
acquisition or development of land -- Parcel A -- in Las Vegas,
Nevada.  The loan was secured by a deed of trust.  On May 31,
2002, Desert Land and Desert Oasis Apartments, as well as Desert
Ranch LLC, each filed for bankruptcy, and Judge Jones jointly
administered those three bankruptcies while sitting as a
bankruptcy judge.

Judge Jones confirmed the second amended plan, and the
confirmation order included a finding that a settlement had been
reached under which Mr. Gonzales:

     -- would extinguish his note and reconvey his deed of trust;

     -- and another party would convey their fractional interests
        in Parcel A to Desert Land so that Desert Land would own
        100% of Parcel A;

     -- would receive Desert Ranch's 65% in interest in another
        property; and

     -- would receive $10 million if Parcel A were sold or
        transferred after 90 days -- Parcel Transfer Fee.

Mr. Gonzales appealed the confirmation order, and the Bankruptcy
Appellate Panel affirmed except as to a provision of the order
subordinating his interest in the Parcel Transfer Fee to up to $45
million in financing obtained by the Desert Entities.

Mr. Gonzales sued Desert Land, Desert Oasis Apartments, Desert
Oasis Investments, LLC, Specialty Trust Inc., Specialty Strategic
Financing Fund, LP, Eagle Mortgage Co., and Wells Fargo Bank N.A.,
as trustee for a mortgage-backed security, in state court for: (1)
declaratory judgment that a transfer has occurred entitling him to
the Parcel Transfer Fee; (2) declaratory judgment that the lender
Defendants knew of the bankruptcy proceedings and the requirement
of the Parcel Transfer Fee; (3) breach of the confirmation order;
(4) breach of the implied covenant of good faith and fair dealing;
(5) judicial foreclosure against Parcel A under Nevada law; and
(6) injunctive relief.  The Defendants removed to the Bankruptcy
Court.  The Bankruptcy Court recommended withdrawal.  Wells Fargo
has moved to dismiss the second and fifth causes of action.
Specialty has moved for summary judgment on those causes of
action.

In his Dec. 9, 2011 Order, Judge Jones held that Wells Fargo is
correct that Mr. Gonzalez's entitlement to the Parcel Transfer
Fee, even assuming it has become a present interest via the
transfer of Parcel A, is in no case a lien enforceable by
foreclosure.  Mr. Gonzalez does not allege that any party deeded
Parcel A to him via the confirmation order or otherwise.  And it
is clear from the transcripts and the settlement agreement that
Mr. Gonzalez gave up his previous deed of trust against Parcel A
via the settlement agreement, i.e., in exchange for a fractional
interest in the so-called New World property.  Nor did the parties
have any intent to create an equitable lien.  According to the
Court, Mr. Gonzalez simply has, potentially, an immediate claim to
$10 million under the confirmation order due to the transfer of
Parcel A.

Judge Jones held that if Mr. Gonzalez were to obtain a money
judgment against an owner of Parcel A in the present case, he
could then apply for a writ of attachment against Parcel A -- or
against any other reachable property of the judgment debtor -- to
satisfy the judgment if Parcel A is owned in full or in part by
such judgment debtor.  Or he could bring a claim for a declaration
of priority as between his judgment lien and other security
interests concerning Parcel A.  But he has no lien today.

The Court granted Wells Fargo's motion to dismiss as to the second
and fifth causes of action.  For the same reasons, the Court
granted Specialty's motion for summary judgment as against the
second and fifth causes of action.  The first, third, fourth, and
sixth claims against the Desert Entities and Eagle Mortgage Co.
remain.

A copy of Judge Jones' decision is available at
http://is.gd/ATJBQCfrom Leagle.com.


DICKINSON COUNTY: Moody's Lowers Long-term Bond Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded Dickinson County
Healthcare System's (DCHS) long-term bond rating to Ba1 from Baa3.
The outlook is revised to stable from negative at the lower rating
level. This rating action affects approximately $25 million of
outstanding Series 1999 fixed rate revenue bonds.

RATINGS RATIONALE

SUMMARY RATING RATIONALE: The downgrade to Ba1 from Baa3 reflects
DCHS's multiyear trend of moderating operating performance, with
particularly weak results through 10 months fiscal year (FY) 2011,
leading to thin debt ratios. The stable outlook at the lower
rating level reflects DCHS's adequate balance sheet ratios at the
Ba1 rating level, a number of key initiatives management has
implemented that should stabilize operating performance, and
DCHS's dominant market position in its service area.

CHALLENGES

-Location in a small and somewhat challenged service area
contributes to variable patient volumes and small revenue base
($79.4 million adjusted total operating revenues in FY 2010).
Dickinson County is characterized by stagnant to declining
population and a median income level below the state and national
averages.

-Operating margins have moderated consistently in recent years,
with particularly weak results through 10 months FY 2011 (adjusted
operating margin of -3.8% and operating cash flow margin of 3.8%).

-Underfunded defined benefit pension plan with a 71% pension
funded ratio compared to an actuarial accrued liability of $43.2
million at fiscal year end (FYE) 2010. Management notes that new
DCHS hires are covered under a defined contribution pension plan.

STRENGTHS

-Sole community provider with dominant market position of a broad
primary service area and very little direct competition (68%
inpatient market share in 2010).

-Adequate balance sheet ratios for a Ba rated credit (82 days cash
on hand and 65% cash-to-debt at October 31, 2011). Moody's notes
that DCHS's balance sheet is managed conservatively with
essentially all debt in fixed rate mode and 100% of unrestricted
cash and investments in cash and fixed income securities.

-Rebound in inpatient admissions and surgical volumes in interim
FY 2011.

-Manageable capital spending plans and no material new money debt
plans expected in the coming years. DCHS's average age of plant
measured a relatively low 9.4 years at FYE 2010.

Outlook

The stable outlook at the lower rating level reflects DCHS's
adequate balance sheet ratios at the Ba1 rating level, a number of
key initiatives management has implemented that should stabilize
operating performance, and DCHS's dominant market position in its
service area.

WHAT COULD MAKE THE RATING GO UP

Material increase in inpatient admissions and continued surgical
volume growth leading to sustained stronger cash flow generation
and operating margins; significantly improved debt ratios;
stronger balance sheet ratios

WHAT COULD MAKE THE RATING GO DOWN

Continued weak operating margins leading to maintenance of thin
debt ratios; weaker balance sheet ratios; increase in debt without
commensurate increase in cash and cash flow

PRINCIPAL METHODOLOGY USED

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


DOWLING COLLEGE: Moody's Maintains 'Caa1' Rating on Bonds
---------------------------------------------------------
Moody's Investors Service maintains the Caa1 rating of Dowling
College on Watchlist for possible downgrade. The rating action
impacts $14.76 million of rated debt (Series 1996 and Series 2002
bonds). The Series 2002 bonds were issued through the Town of
Brookhaven Industrial Development Agency, and the Series 1996
bonds were issued through the Suffolk County Industrial
Development Agency.

SUMMARY RATING RATIONALE

Moody's maintains the Caa1 rating of Dowling College on review for
possible downgrade. The review was prompted by consistent decline
in enrollments, low liquidity relative to debt and operations, and
thin operating margins.

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


ECOSPHERE TECHNOLOGIES: Five Directors Elected at Annual Meeting
----------------------------------------------------------------
Ecosphere Technologies, Inc., on Dec. 15, 2011, held its 2012
Annual Shareholders Meeting.  At the Meeting, the shareholders
approved all of the proposals.  The shareholders elected Charles
Vinick, Joe Allbaugh, Gene Davis, Michael Donn, Sr., and D.
Stephen Keating as directors.  The shareholders approved an
advisory resolution on executive compensation.  Majority of the
shareholders approved holding of an advisory vote on executive
compensation every three years.  The appointment of the Company's
independent registered public accounting firm for 2012 was
ratified.

In recognition of his performance during 2011, the Board of
Directors of Ecosphere Technologies, Inc., awarded Dennis McGuire,
the Company's Chief Technology Officer, a cash bonus of $270,000.
The bonus will be paid when the Company has the cash available.

                   About Ecosphere Technologies

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

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

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

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


E-DEBIT GLOBAL: Finalizes National Marketing Program
----------------------------------------------------
E-Debit Global Corporation announced that it has finalized its E-
Debit International Inc. national marketing program.

OVERVIEW:

"Notwithstanding the current climate of the public market place,
E-Debit is continuing our efforts to not only expand our financial
transaction processing business operations, our Canadian  national
presence internationally, while at the same time we continue our
Open Waters Investment led Investor Relations program in order to
expand our corporate presence worldwide," stated Doug Mac Donald
E-Debit's President & CEO.

Coincidental with the full implementation of E-Debit's EMV chip
card security protocols and the Company's investments into
securing state of the art technological expertise, the Company
commenced a major national and international marketing,
advertising and Investor Relations program which met with
significant initial success.

In conjunction with our ACI Worldwide Solutions Inc.'s Base 24-eps
"On Demand hosted Switching Platform, and communications
association with Shaw Communications combined with the
introduction of EMV, (the payment and security standard for
interoperation used for authenticating credit and debit card
payments at chip enabled ATM and POS terminals) E-Debit has
established an unparalleled "end to end" payment delivery and
processing solution built on the foundation of its ATM and POS
networks experience.

The introduction to our leasing and exchange program has been very
successful to date.  This has resulted in increases to our per ATM
revenue and site evaluations of a minimum of twenty percent (20%)
with averages of forty to sixty percent (40-60%) being experienced
on the initial lease placements and will form the backbone of our
marketing program both for ATM and POS replacement due to EMV
upgrade requirements.

Built on our legacy distribution network, augmented by our joint
venture marketing agreements and the advancement of our Matrix
based distribution system,  we are now able to commence an
expanded marketing system and  program focusing on our historic
revenue market of ATM and POS sales, placement and leasing. In
addition, our position within the prepaid marketplace combined
with our EMV certified processing capabilities, have expanded our
marketplace product lines which have the benefit of significant
price point advantages both for our distribution network and E-
Debit.

The past years corporate and infrastructure development has given
us the foundation and financial transaction processing platform
which is second to none world-wide which we will exploit to its
full potential with expectations that 2012 will be most
successful," added Mr. Mac Donald.

                  About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

The Company reported a net loss of $1.15 million on $3.97 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.28 million on $3.64 million of revenue during the
prior year.

The Company also reported a net loss of $754,892 on $2.58 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $778,092 on $2.99 million of total
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.51
million in total assets, $2.51 million in total liabilities and a
$1 million total stockholders' deficit.

As reported by the TCR on April 15, 2011, Cordovano and Honeck
LLP, in Englewood, Colorado, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company has suffered recurring losses, has a working capital
deficit at Dec. 31, 2010, and has an accumulated deficit of
$4,457,079 as of Dec. 31, 2010.


EMMIS COMMUNICATIONS: Zazove Holds 3.3% of Class A Shares
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Zazove Associates, LLC, and its affiliates disclosed
that, as of Dec. 12, 2011, they beneficially own 1,160,837 shares
of class A common stock of Emmis Communications Corporation
representing 3.35% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/EXjs2a

                     About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

The Company also reported a net loss attributable to common
shareholders of $13.14 million on $125.76 million of net revenues
for the six months ended Aug. 31, 2011, compared with a net loss
attributable to common shareholders of $6.24 million on $126.91
million of net revenues for the same period a year ago.

The Company's balance sheet at Aug. 31, 2011, showed $471.19
million in total assets, $479.49 million in total liabilities,
$140.45 million in Series A cumulative convertible preferred
stock, and a $148.75 million total deficit.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending Nov. 30, 2011.


EMMIS COMMUNICATIONS: Corre Opportunities Owns 1% Class A Shares
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Corre Opportunities Fund, LP, and its affiliates
disclosed that, as of Dec. 12, 2011, they beneficially own 388,179
shares of class A common stock of Emmis Communications Corporation
representing 1.15% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/2qvMKv

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

The Company also reported a net loss attributable to common
shareholders of $13.14 million on $125.76 million of net revenues
for the six months ended Aug. 31, 2011, compared with a net loss
attributable to common shareholders of $6.24 million on $126.91
million of net revenues for the same period a year ago.

The Company's balance sheet at Aug. 31, 2011, showed $471.19
million in total assets, $479.49 million in total liabilities,
$140.45 million in Series A cumulative convertible preferred
stock, and a $148.75 million total deficit.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending Nov. 30, 2011.


ENTERCOM COMMS: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Entercom Communications Corp. and its subsidiary,
Entercom Radio LLC. The rating outlook is stable.

"At the same time, we assigned Entercom Radio's $425 million
senior secured credit facilities our issue-level rating of 'BB-'
(one notch higher than the 'B+' corporate credit rating on the
company), with a recovery rating of '2', indicating our
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default. The first-lien credit facilities
consist of a $50 million revolving credit facility due 2016 and a
$375 million term loan B due 2018. The issuer used the proceeds to
repay its existing debt," S&P said.

"We also assigned Entercom Radio's $220 million senior unsecured
notes our issue-level rating of 'B-' (two notches lower than the
'B+' corporate credit rating), with a recovery rating of '6',
indicating our expectation of negligible (0% to 10%) recovery for
lenders in the event of a payment default," S&P said.

"Our rating on Entercom reflects the company's "highly leveraged"
financial risk profile (based on our criteria), characterized by
lease-adjusted leverage of 6.4x following the transaction.
Entercom's business risk profile is 'fair,' in our view, because
of the company's healthy EBITDA margin and discretionary cash flow
generation. Although we expect radio advertising to remain weak in
the current difficult economy, the company should be able to
achieve higher EBITDA in 2012, largely because of higher political
advertising revenue and cost cuts taken in the second half of
2011. We see the potential for weak industry fundamentals to
result in revenue erosion over the intermediate-to-long term,
which could jeopardize covenant compliance unless the company
prioritizes debt repayment," S&P said.

"Entercom is the fourth-largest radio broadcaster in the U.S.,
with over 100 stations in 23 markets. Our assessment of Entercom's
business risk profile as 'fair' stems from the industry's exposure
to competition from alternative media, risks to ad rate integrity,
and obstacles to significant growth in digital contribution, which
currently accounts for approximately 6% of the company's total
revenues. Entercom's good geographic diversity and competitive
position in midsize and large markets, as well as its high EBITDA
margin, do not offset these risks," S&P said.


EVERGREEN ENERGY: Implements Executive and Staff Reductions
-----------------------------------------------------------
Evergreen Energy Inc. announced that the process undertaken with
its financial advisor, Dahlman Rose & Company, LLC, for the sale
of its K-Fuel Business or any other strategic alternatives has not
resulted in the identification of any interested parties.  All
parties who previously had expressed interest in exploring a
potential transaction with the Company have terminated
discussions.  The Company is considering its remaining strategic
alternatives, however, there is no assurance that the Company will
be able to identify additional financing or any other strategic
alternative that will enable the Company to continue its
operations.

To conserve its remaining limited resources, on Dec. 15, 2011, the
Company reduced its employee staff from 25 to 5, including
termination of the majority of its executive officers.

                      About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company also reported a net loss of $6.83 million on $325,000
of total operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $18 million on $303,000 of total
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$20.25 million in total assets, $18.86 million in total
liabilities, and $1.38 million in total stockholders' equity.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


FANNIE MAE: Signs Non-Prosecution Agreement with SEC
----------------------------------------------------
The Securities and Exchange Commission announced that it and
Fannie Mae, formally known as the Federal National Mortgage
Association, entered into a non-prosecution agreement arising out
of an investigation by the SEC's Division of Enforcement into
possible violations of the federal securities laws by Fannie Mae
and others arising from, among other things, disclosures by Fannie
Mae prior to its entry into conservatorship in September 2008
concerning Fannie Mae's exposure to subprime and Alt-A mortgages.

Under the agreement, without admitting or denying liability,
Fannie Mae has offered to accept responsibility for its conduct
and to not dispute, contest or contradict a set of factual
statements regarding the disclosures, except in legal proceedings
to which the SEC is not a party.  Fannie Mae also agreed to
cooperate in the SEC's investigation and related federal
proceedings.

Subject to Fannie Mae's full, truthful and continuing cooperation
and compliance by Fannie Mae with its obligations under the
agreement, the SEC agreed not to bring any enforcement action or
proceeding against Fannie Mae arising from the investigation.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FILENE'S BASEMENT: 75% Recovery Projected in Prior Bankruptcy
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although discount retailer Syms Corp. is in
Chapter 11 for the first time, it's the third bankruptcy for
subsidiary Filene's Basement LLC.  Formerly named Filene's
Basement Inc., the company is projected to give unsecured
creditors a 75% recovery in the second bankruptcy.

According to the report, the liquidating trustee for that
bankruptcy reported that he is making a third distribution,
bringing payments so far to 72% of creditors' claims.  He
estimates the final payment will bring the total to 75% or
more.

Syms expects its creditors to be paid in full, though creditors
of Filene's may not have complete recovery in the new
bankruptcy.

                    About Filene's Basement

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

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

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors listed
$50 million to $100 million in assets and $100 million to $500
million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

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

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

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

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

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

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

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


FILENE'S BASEMENT: Syms to Auction Off Store Leases Tomorrow
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. and subsidiary Filene's Basement LLC
were given a blessing by the bankruptcy court on Dec. 16 to hold
a Dec. 22 auction of store leases.

The report relates that the sale-approval hearing, where the
bankruptcy judge would give a benediction for the sale, will take
place Dec. 28.  Syms stock closed Dec. 19 at $10.80, down $1 a
share in over-the-counter trading.  After trading Dec. 19, the
stock is 14.6% off the post-bankruptcy high of $12.65 on Dec. 12.

                     About Filene's Basement

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

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

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

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

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

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

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

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

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

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


FLINTKOTE COMPANY: Files Blackline of Amended Plan Filed Nov. 16
-----------------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited have filed an
blackline of Amended Joint Plan of Reorganization in Respect of
The Flintkote Company and Flintkote Mines Limited (as Modified
Nov. 16, 2011).

On the Effective Date, the Trust will be created in accordance
with the Plan Documents.  The purposes of the Trust will be to
assume all present and future Flintkote Asbestos Personal Injury
Claims and Mines Asbestos Personal Injury Claims and to use the
Trust Assets to pay holders of such Asbestos Personal Injury
Claims in accordance with the Trust Agreement and the Trust
Distribution Procedures.

The Plan segregates the various claims against and interests in
the Debtor into twelve (12) classes:

Class  1 - Flintkote Priority Claims
Class  2 - Mines Priority Claims
Class  3 - Flintkote Secured Claims
Class  4 - Mines Secured Claims
Class  5 - Flintkote Unsecured Claims
Class  6 - Mines Unsecured Claims
Class  7 - Flintkote Asbestos Personal Injury Claims
Class  8 - Mines Asbestos Personal Injury Claims
Class  9 - Present Affiliate Claims Against Flintkote
Class 10 - Present Affiliate Claims Against Mines
Class 11 - Equity Interests in Flintkote
Class 12 - Equity Interests in Mines

As of the Effective Date, liability for all Class 7 Flintkote
Asbestos Personal Injury Claims will be automatically and without
further act, deed or Court order, assumed by the Trust.  Except as
expressly provided in any agreements entered into among a
Claimant, Reorganized Flintkote, and the Trust with respect to the
pursuit of Individual Third Party Causes of Action, each Flintkote
Asbestos Personal Injury Claim in Class 7 will be liquidated and,
as appropriate, paid by the Trust pursuant to and in accordance
with the Trust Distribution Procedures.

Class 7 is Impaired and each holder of an allowed Class 7 Claim
is entitled to vote to accept or reject the Plan.

As of the Effective Date, liability for all Class 8 Mines
Asbestos Personal Injury Claims will be automatically and without
further act, deed or Court order, assumed by the Trust.  Each
Mines Asbestos Personal Injury Claim in Class 8 will be liquidated
and, as appropriate, paid by the Trust pursuant to and in
accordance with the Trust Distribution Procedures.

Class 8 is Impaired and each holder of an allowed Class 8 Claim
is entitled to vote to accept or reject the Plan.

All Present Affiliate Claims in Class 9 will be subordinated
to the Flintkote Unsecured Claims in Class 5 and the Flintkote
Asbestos Personal Injury Claims in Class 7.  Mines and its Estate
(as the sole holder of Present Affiliate Claims in Class 9) will
not be entitled to, and will not receive or retain, any property
or interest on account of such Present Affiliate Claims under the
Plan unless and until all Flintkote Unsecured Claims in Class 5
and Flintkote Asbestos Personal Injury Claims in Class 7
have been paid in full.

Class 9 is Impaired and Mines, as the sole holder of Class 9
Claims and as a co-proponent of the Plan, intends to vote to
accept the Plan.

All Present Affiliate Claims in Class 10 will be subordinated
to the Mines Unsecured Claims in Class 6 and the Mines Asbestos
Personal Injury Claims in Class 8.  Flintkote and its Estate (as
the sole holder of Present Affiliate Claims in Class 10) will not
be entitled to, and will not receive or retain, any property or
interest on account of such Present Affiliate Claims under the
Plan unless and until all Mines Unsecured Claims in Class 6 and
Mines Asbestos Personal Injury Claims in Class 8 have been paid in
full.

Class 10 is Impaired and Flintkote, as the sole holder of Class 10
Claims and as a co-proponent of the Plan, intends to vote to
accept the Plan.

On the Effective Date, all existing shares of outstanding
Flintkote Stock will be canceled, annulled and extinguished.  The
holder of the Class 11 Equity Interests will not receive or retain
any distribution on account of such Equity Interests under the
Plan.

Class 11 is Impaired and the holder of the Class 11 Equity
Interests is conclusively presumed to have rejected the Plan.

Mines will be liquidated.  Flintkote, as the holder of the
Class 12 Equity Interests, will retain such Equity Interests on
and after the Effective Date; provided, however, that Flintkote
will not receive any distribution on account of such Equity
Interests unless and until all Claims against Mines are paid in
full, including legal interest thereon from and after the Petition
Date.

Class 12 is Impaired and Flintkote, as the soleholder of Class 12
Equity Interests and as a co-proponent of the Plan, intends to
vote to accept the Plan.

A copy of the modified plan is available for free at:

     http://bankrupt.com/misc/flintkote.nov16modifiedplan.pdf

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it listed assets of $1 million to $50 million, and debts of more
than $100 million.

No request has been made for the appointment of a trustee or
examiner in the Debtors' cases.


FUEL DOCTOR: Michael McIntyre Elected to Board of Directors
-----------------------------------------------------------
The board of directors of Fuel Doctor Holdings, Inc., appointed
Michael McIntyre as a director of the Company.  There is no
understanding or arrangement between Mr. McIntyre and any other
person pursuant to which Mr. McIntyre was selected as a director.
Mr. McIntyre does not have any family relationship with any
director, executive officer or person nominated or chosen by us to
become a director or executive officer.  Mr. McIntyre has not
entered into any material plan, contract or arrangement in
connection with his respective appointment as a director.

Mr. McIntyre has been President for Consolidated Concepts, Inc., a
private Corporate Consulting company specializing in Corporate
Development since October 2003.  Mr. McIntyre was a Business and
Political Science Major at The University of Washington from 1971
to 1975.

                         About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $1.9 million on $811,576 of revenues, compared with
a net loss of $1.7 million on $603,329 of revenues for the
corresponding period last year.

The Company had an accumulated deficit at Sept. 30, 2011, had a
net loss and net cash used in operating activities for the interim
period then ended.  "While the Company is attempting to generate
sufficient revenues, the Company's cash position may not be
sufficient to support the Company's daily operations," the Company
said in the filing.


GENON ENERGY: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's has affirmed the ratings of Genon Energy, Inc. (GEN, B2
Corporate Family Rating, B2 Senior Secured Bank Credit Facility,
B3 Senior Unsecured, SGL-1) and its subsidiaries GenOn Americas
Generation, LLC (GENAG, B3 Senior Unsecured) and GenOn Mid-
Atlantic, LLC (GENMA, Ba1 Senior Secured) and has revised their
outlooks to negative from stable. Concurrently, Moody's has placed
the Ba1 senior secured rating of GenOn REMA, LLC (GREMA) under
review for possible downgrade.

"Low gas prices combined with upcoming environmental regulations
will create headwinds for the GenOn family and will have a
disproportionate impact on GREMA, as a substantial portion of
GREMA's coal-fired power generation fleet is unscrubbed," said
Bill Hunter, VP and Senior Analyst. "GEN's strong liquidity will
be an important support for its ratings during the lean years of
CSAPR".

GEN's B2 Corporate Family Rating is based on a diversified
portfolio of power plants, a meaningful percentage of hedged and
contracted revenues, an apparently successful merger integration,
and strong liquidity combined with the stated importance of
liquidity to senior management, balanced against high leverage,
dependence on coal fired power plants in PJM for a majority of
cash flows, volatile power prices that appear on a downward trend
due to the impact of shale gas, and an expectation of decreasing
generation revenues due to increasingly stringent environmental
regulation.

The Cross State Air Pollution Rules (CSAPR) are expected to
substantially decrease generation revenues at GEN (and especially
GREMA) starting in 2012, in part due to GEN's stated strategy of
banking 2012 and 2013 credits for sale/use in 2014, when emissions
allocations will decrease and monetary penalties for non-
compliance will be much higher. Since CSAPR will not prevent
plants from bidding into capacity markets, it is not by itself
expected to cause significant retirements. Unlike CSAPR, the
Hazardous Air Pollutants Maximum Available Technology rules (HAPs-
MACT), currently expected to be finalized in December, 2011 with
effectiveness in January, 2015, would require compliance through
controls rather than purchase of emissions. As currently drafted,
the rules would cover not only mercury and heavy metals, but also
hydrochloric acid and micro-particulate emissions, which would
likely make CSAPR allowances of little value once the HAPs-MACT
rules are fully effective. Moody's currently estimates that most
of GEN's un-scrubbed coal capacity will be retired upon
effectiveness of the HAPs-MACT rules. It is possible that higher
capacity prices for GEN's remaining plants may offset consolidated
capacity and generation revenue reductions related to closed
units. However, for GREMA, Moody's estimates the retirements would
represent about 68% of its coal capacity and 36% of its total
capacity, so Moody's would expect a reduction in GREMA's capacity
revenues post-HAPs-MACT.

GENMA, by contrast, has invested over $1.5 billion in
environmental upgrades over the past decade, and it is expected to
continue its position as the group's main cash flow driver.

Moody's review of GREMA will focus on how decreased cash flow
generation and possible plant retirements might alter the
effective priority of claims for GREMA's senior secured debt
relative to other debt in the GenOn family in Moody's loss given
default (LGD) analysis. The lease debt at GENMA and the lease debt
at GREMA have historically been viewed as similar, as both benefit
from relatively strong structural elements, including a cash
distribution test and liens on certain collateral. Moody's had
viewed some of the factors that drove differences in their
respective cash flows in recent years as potentially temporary,
including cyclically low power prices and East-West PJM pricing
differentials. By contrast, the expected plant retirements at
GREMA due to CSAPR and HAPs-MACT appear likely to cause a
permanent change in collateral valuations that could be the
catalyst for a possible multi-notch downgrade at GREMA.

The negative outlooks for GEN, GENMA and GENAG reflect the impact
of shale gas on power prices and the potential for a long-term
compression of coal fired generators' gross margins, while
acknowledging that GEN has prepared itself to withstand a multi-
year period of low power prices by husbanding its liquidity and
reducing costs, and that GENMA's fleet is relatively well
positioned in terms of location and environmental compliance.

Ratings Placed Under Review for Downgrade:

Issuer: GenOn REMA, LLC

Senior Secured: Ba1, LGD -- 15%

Outlook: RUR-Down

Ratings Affirmed with Revised Outlook:

Issuer: Genon Energy, Inc.

Corporate Family Rating: B2

Probability of Default Rating: B2

Speculative Grade Liquidity Rating: SGL-1

Senior Secured Bank Facility: B2

Senior Unsecured: B3

Outlook: Revised to Negative from Stable

Issuer: GenOn Americas Generation, LLC

Senior Unsecured: B3

Outlook: Revised to Negative from Stable

Issuer: GenOn Mid-Atlantic, LLC

Senior Secured: Ba1, LGD 2 -- 15%

Outlook: Revised to Negative from Stable

LGD Ratings Assigned/Adjusted:

Issuer: Genon Energy, Inc.

Senior Secured Bank Facility: Assigned LGD 3 -- 45%

Senior Unsecured: Adjusted to LGD 5 -- 73% from LGD 4 -- 69%

Issuer: GenOn Americas Generation, LLC

Senior Unsecured: Adjusted to LGD 5 -- 73% from LGD 5 -- 86%

Outlook: Revised to Negative from Stable

In light of the negative outlook at GEN and the review for
possible downgrade at GREMA, limited prospects exists for GEN's
ratings to be upgraded in the intermediate term. Longer-term,
GEN's ratings could be upgraded if there were a material
improvement in forward capacity prices and/or energy prices (and
especially the dark spread) that could be locked in, such that CFO
pre-WC/Debt would be expected to exceed 10% and FCF/Debt would be
expected to be flat or positive on a sustainable basis.

GEN's ratings could be downgraded if environmental regulations
were to materially increase/accelerate Capex or expected plant
shutdowns, if the liquidity cushion were materially eroded or
management were to change its policy of maintaining a robust
cushion. In addition, ratings could be downgraded if Moody's
expectation of sustained cash flows were to change (for instance
from decreases in forward power/capacity prices), such that CFO
pre-WC/Debt would be expected to be lower than 5% and FCF/Debt
would be expected to be negative 10% or worse on a sustained
basis.

GenOn Energy Inc., based in Houston, Texas, is a US merchant power
holding company that was formed in December, 2010 from the merger
of Mirant Corporation and Reliant Resources Inc.


GENTA INC: Has 1.06 Billion Outstanding Common Shares
-----------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of Dec. 16, 2011, is 1,062,664,725.

                     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.


GENTA INC: Amends September 2011 Financing Agreement
----------------------------------------------------
As previously disclosed, 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 herein as
the "September 2011 Financing."

On Dec. 16, 2011, the Company entered into an amendment agreement
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 Eleventh Amendment
Agreement, absent any further waiver or amendment, the reverse
split must be implemented by Jan. 15, 2012, the second adjustment
date for the conversion price under the G Notes will cause the new
conversion price to take effect on Dec. 17, 2011, and it has been
clarified that if, on the second adjustment date, the adjusted
conversion price of the G Notes is below the par value per share
of the Common Stock, or $0.001, then the conversion price will
adjust to the par value of the Common Stock.  The Company sought
this amendment to the G Notes to facilitate the continuation of
ongoing discussions regarding corporate partnership opportunities
for Tesetaxel.

A complete copy of the Eleventh Amendment Agreement is avalable
for free at http://is.gd/GQaz17

                     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.


GEOKINETICS HOLDINGS: S&P Lowers Corp. Credit Rating to 'CCC-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings on Houston-based Geokinetics Holdings
Inc. (Geokinetics) to 'CCC-' from 'CCC+'. The outlook is negative.

"The rating action reflects our belief that Geokinetics' fourth
quarter will be weaker than our previous expectations, which would
result in weaker liquidity," said Standard & Poor's credit analyst
Marc D. Bromberg. "This increases the possibility of the company
restructuring its debt."

"Geokinetics has stated in its latest 10Q release that if there's
a further deterioration in its business, or if it is unable to
strengthen its liquidity by reducing or deferring capital spending
or selling assets, a restructuring of its existing debt could be
necessary. In our view, a reduction or deferral in capital
spending or a sale of assets would further weaken operating
measures; we are skeptical that these options would boost
liquidity sufficiently to avoid a restructuring," S&P said.

Geokinetics is one of the largest independent, international land
and shallow water geophysical service companies offering a broad
range of specialized geophysical solutions to the petroleum and
mining industries, worldwide. Its annual fixed spending
requirements are onerous, totaling about $55 million, inclusive of
cash interest of $35 million and maintenance capital of $20
million. Liquidity on Sept. 30, 2011, pro forma for its prefunded
multi-client projects and restricted cash, was about $34 million
(net of $19.5 million designated for multi-client expenses).

"The ratings on Geokinetics reflect the company's 'weak' liquidity
(as our criteria define the term), burdensome debt obligations,
underperformance relative to seismic data peers over the last
year, its operation in the highly volatile seismic data industry,
the cancelable nature of contracts that results in unpredictable
earnings and cash flows, and the overhang of the litigation and
reputational risk related to the liftboat incident in Southern
Mexico on Sept. 9, 2011 that resulted in four fatalities. We
consider its financial risk to be "highly leveraged" and its
business risk to be 'vulnerable' (as defined in our criteria),"
S&P said.

"The negative outlook reflects our view that the company could
need to restructure its debt, which would constitute a default
under our criteria. We believe that liquidity is weak and could
continue to weaken given the potential for further execution risk,
the litigation and reputational overhang following the liftboat
incident that could impact existing contracts, and its burdensome
debt obligations," S&P said.

"A positive rating action would necessitate an improvement in
operations such that the company could remedy its liquidity
position. We currently view a positive rating action as unlikely,"
S&P said.


GMX RESOURCES: S&P Lowers Corporate Credit Rating to 'SD'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on GMX Resources Inc. to 'SD' (selective default) from
'CC'. "We also lowered the company's issue-level ratings to 'D'
from 'CC', reflecting its completion of an exchange offer for a
portion of its $200 million 11.375% senior notes due 2019," S&P
said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey. "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017. We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."

"In addition, about $145 million principal of 11.375% notes were
tendered at an exchange rate of $1,000 principal 11.375% notes for
$971.40 principal new 11% senior secured notes due 2017.
Participants in this exchange also agreed to purchase an
additional $600.00 of the new 11% senior secured notes. GMX
currently expects to issue a total of $284 million principle of
new 11% senior secured notes. As a result of the purchase of
additional senior secured notes, GMX expects to receive minimum
proceeds of $100 million, which was stipulated at the announcement
of the tender offer on Nov. 2, 2011. We expect such additional
proceeds to be used to help fund capital spending in 2012," S&P
said.

"We expect to assign a new corporate credit rating on GMX, as well
as rate the new senior secured notes in the near future. We will
base the new rating on our assessment of the company's new capital
structure, improved liquidity, the company's success to date in
the Bakken and Niobrara plays, as well as our outlook on the North
American exploration and production industry. Nevertheless, GMX's
high debt leverage, aggressive level of capital spending in 2012,
and its limited operating history in the Bakken and Niobrara
acreage will weigh negatively on ratings," S&P said.


GREEN TO GROW: Baby-Bottle Maker to Liquidate in Chapter 7
----------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that environmentally friendly baby-bottle maker Green to
Grow is liquidating its business under Chapter 7 bankruptcy
protection, according to court documents filed Friday.  Amid poor
sales in 2011 and two straight years of net losses, the company
declared liabilities of $711,886 and assets of $34,252 in its
court filings. Unsecured creditors, owed $445,093, aren?t expected
to receive any payout once the company is liquidated.

Green to Grow sells bottles made glass and plastic that doesn?t
contain bisphenol A, or BPA, which the company says has been
linked to neurological, developmental and reproductive problems.


GSW HOLDINGS: Seeks to Employ BP Law Firms as Special Counsel
-------------------------------------------------------------
GSW Holdings, LLC, seeks permission from the U.S. Bankruptcy Court
for the Southern District of Mississippi to employ Douglas D.
Lyons, P.A., Lyons & Farrar, P.A., Howard & Associates Attorneys
at Law, P.A., Sheller P.C. and Law Office of Samuel T. Adams as
special counsel.

On April 20, 2010, a massive oil spill occurred in the Gulf of
Mexico.  On Feb. 21, 2011, the Lyons Law Firm filed a claim
against the Gulf Coast Claims Facility, the administrator of the
$20 billion British Petroleum settlement fund on behalf of the
Debtor for damages the Debtor sustained as a result of the BP Oil
Spill.  The Debtor asserted a claim against British Petroleum in
the amount of approximately $175,467,755.  The administrator for
the fund established to compensate claimants for damages as a
result of the BP Oil Spill denied the BP Claim.

The Debtor intends for the BP Law Firms, post-petition, to provide
services necessary to represent the Debtor and pursue the Debtor's
claims against British Petroleum, Transocean, Hallburton,
Anadanke, Hyundia, Cameron, et al.

The BP Law Firms intend to (a) charge a contingency fee for legal
services based on a percentage of recovery, and (b) seek
reimbursement of actual and necessary expenses and other charges.

As compensation for their services in obtaining any interim or
advance payments from BP or the Gulf Coast Claims Facility
administered by Ken Feinberg, the Debtor agreed to a payment of
20% of the gross amount up to $500,000, and 20% of the gross
amount in excess of $500,000 of any such interim or advance
payment, plus costs as set forth in Authority to Represent.

In addition to any fees for obtaining any interim or advance
payments from BP or The Fund, as compensation for services the BP
Law Firms will be entitled to receive 20% of the gross amount up
to $500,000 and 20% of the gross amount in excess of $500,000 of
any future, final or lump sum settlement payments from BP or The
Fund, plus costs as set forth in the Authority to Represent.

The Debtor will reimburse the BP Law Firms for actual and
necessary expenses.

A hearing will be held on Jan. 12, 2012, at 3:00 p.m. to consider
the Application.

                      About GSW Holdings LLC

Gulfport, Mississippi-based GSW Holdings LLC filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 11-52338) on Oct. 11, 2011.
Judge Katharine M. Samson presides over the case.  Wheeler &
Wheeler serves as its local bankruptcy counsel.  The Debtor
disclosed $22,225,500 in assets and $8,851,228 in liabilities.

The Debtor is represented by:

                  Douglas Scott Draper, Esq.
                  HELLER DRAPER PATRICK & HORN, L.L.C.
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  E-mail: ddraper@hellerdraper.com


HCSB FINANCIAL: Larry Floyd Resigns from Board of Directors
-----------------------------------------------------------
The Boards of Directors of HCSB Financial Corporation and its
subsidiary, Horry County State Bank, received written notification
from Larry G. Floyd, on Dec. 14, 2011, of his resignation as a
director of the Company and the Bank, effective immediately.  Mr.
Floyd's decision to resign did not arise or result from any
disagreement with the Company or the Bank on any matters relating
to the Company's operations, policies or practices.

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

The Company had a net loss of $24.9 million on net interest income
of $12.9 million for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.7 million on net interest income of
$13.4 million for the corresponding period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$544.4 million in total assets, $543.9 million in total
liabilities, and stockholders' equity of $472,000.

                           Consent Order

On Feb. 10, 2011, the Bank entered into the Consent Order with the
FDIC and the State Board.   The Consent Order conveys specific
actions needed to address the Bank's current financial condition,
primarily related to capital planning, liquidity/funds management,
policy and planning issues, management oversight, loan
concentrations and classifications, and non-performing loans.

The Company believes it is currently in substantial compliance
with the Consent Order except for the requirement to achieve and
maintain, within 150 days from the effective date of the Consent
Order, Total Risk Based capital at least equal to 10% of risk-
weighted assets and Tier 1 capital at least equal to 8% of total
assets.

At Sept. 30, 2011, the Bank was categorized as "significantly
undercapitalized."

Pursuant to the requirements under the Consent Order, the Company
submitted its capital plan to the FDIC for review.  The FDIC has
directed the Company to revise the capital plan and, in addition,
to develop a capital restoration plan, which the Company has
resubmitted.


HUDSON HEALTHCARE: Files Joint Plan of Orderly Liquidation
----------------------------------------------------------
Hudson Healthcare, Inc., and the Official Committee of Unsecured
Creditors filed on Nov. 29, 2011, a Joint Plan of Liquidation,
which provides for the disposition of substantially all of the
Assets of the Debtor and the distribution of the net proceeds
thereof to Holders of Allowed Claims, consistent with the
priority provisions of the Bankruptcy Code.

The Plan Proponents propose to implement the Plan by establishing
a Liquidating Trust that will be administered by the Liquidating
Trustee who will be responsible for liquidating the Assets and
making distributions to Creditors in accordance with the terms of
the Plan.

The Plan segregates the various claims against the Debtor into
three classes.

Class 1 Priority Non-Tax Claims will be paid in full, without
interest, on the later of (a) ten (10) Business Days after the
Effective Date; or (b) ten (10) Business Days after the date of
entry of a Final Order allowing such Priority Non-Tax Claim, or as
soon thereafter as is practicable.  Class 1 Claims are not
Impaired and holders thereof are conclusively presumed to have
accepted the Plan.

In the sole discretion of the Plan Proponents, the Holder of an
Allowed Class 2 Secured Claim will be treated in one of the
following ways:

  (i) on the Effective Date, the legal, equitable, and contractual
      rights of each Holder of an Allowed Secured Claim will be
      reinstated in accordance with the provisions of Section
      1124(2) of the Bankruptcy Code;

(ii) on the Effective Date, the Holder of an Allowed Secured
      Claim will (a) retain a Lien securing such Allowed Secured
      Claim and (b) receive deferred Cash payments from the
      Liquidating Trust totaling at least the value of such
      Allowed Secured Claim as of the Effective Date;

(iii) on the Effective Date, the collateral securing such Allowed
      Secured Claim will be surrendered to the Holder of such
      Allowed Secured Claim in full satisfaction of such
      Allowed Secured Claim; or

(iv) the Holder of an Allowed Secured Claim will be paid, in
      Cash, an amount equal to such Holder's Allowed Secured
      Claim, on the later of (a) ten (10) Business Days after the
      Effective Date, or (b) ten (10) Business Days after the date
      of entry of a Final Order allowing such Claim as a Secured
      Claim, or as soon thereafter as is practicable.

Secured Claims in Class 2 are not Impaired and Holders thereof are
not entitled to vote or reject the Plan.

Each Holder of an Allowed Class 3 General Unsecured Claim will
receive, in full and final satisfaction of its Allowed Class 3
Claim, a Pro Rata share of the monies to be distributed on account
of Allowed Class 3 Claims by the Liquidating Trust from the GUC
Account pursuant to the Plan.  Payments to each Holder of an
Allowed Class 3 Claim will be made on the GUC Distribution Date,
and in accordance with the Plan.

Class 3 is Impaired and the Holders of Allowed Class 3 Claims are
entitled to vote to accept or reject the Plan.

A copy of the Joint Plan of Liquidation is available for free at:

       http://bankrupt.com/misc/hudsonhealthcare.doc441.pdf

                     About Hudson Healthcare

Hudson Healthcare Inc. is the nonprofit operator of Hoboken
University Medical Center in Hoboken, New Jersey.

Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J.
Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets
and debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Attorneys at Trenk, DiPasquale, Webster, Della Fera & socono,
P.C., in West Orange, N.J., serve as counsel to the Debtor.
Daniel McMurray, the patient care ombudsman, has tapped Neubert,
Pepe & Monteith P.C. as his counsel effective Aug. 25, 2011.  The
Official Committee of Unsecured Creditors of Hudson Healthcare has
retained Sills Cummis & Gross P.C., in Newark, N.J., as its
counsel, nunc pro tunc to Aug. 12, 2011.


HUSSEY COPPER: Meeting of Creditors Continued Until Jan. 23
-----------------------------------------------------------
The U.S. Trustee for Region 3 has continued until Jan. 23, 2012,
at 1:00 p.m., meeting of Hussey Copper Corp's creditors.

The U.S. Trustee previously convened a meeting of creditors on
Nov. 9.

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

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

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

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

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

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


INT'L FINANCE: Moody's Rates Senior Unsecured Notes at 'B1'
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to International
Lease Finance Corporation's (ILFC) $650 million benchmark senior
unsecured notes (Notes) maturing on 15 January 2022. The firm's B1
corporate family rating and positive outlook remain unchanged.

RATINGS RATIONALE

The terms of the Notes are consistent with ILFC's existing
unsecured debt issuance, including certain restrictions on liens,
distributions, and asset transfers. The Notes will rank pari passu
with ILFC's other unsecured debt. ILFC will use a portion of
proceeds from the sale of the Notes to repay existing outstanding
debt and to purchase aircraft. The rating of the Notes is based on
ILFC's fundamental credit characteristics and the position of the
Notes in ILFC's capital structure.

ILFC's B1 rating reflects its strong global franchise positioning,
its relatively balanced geographic, aircraft, and customer risk
exposures as well as its resilient operating cash flow. The rating
also recognizes the significant progress ILFC has made in
restructuring its liabilities, building liquidity and reducing
leverage since the beginning of 2010. ILFC's rating is based on
its intrinsic characteristics and does not incorporate an
assumption of support from parent American International Group,
Inc. (AIG).

ILFC also faces potential challenges relating to sustaining lease
margin improvements and generating attractive returns on equity.
Other credit challenges include the monoline and cyclical nature
of ILFC's business, its exposure to aircraft residual value risks,
and its reliance on confidence-sensitive wholesale funding.

The positive rating outlook is based on Moody's expectation that
ILFC's continued efforts to realign its debt maturities with cash
flows and deleverage over the intermediate term should further
strengthen its liquidity and capital positions. Moody's could
upgrade the ratings if, in addition to building additional
liquidity and capital strength, ILFC sustains lease margin
improvements as economic and industry conditions recover and
demonstrates that it can achieve and maintain an attractive return
for its owners.

In its last ILFC rating action dated May 19, 2011, Moody's
assigned a rating of B1 to ILFC's benchmark senior unsecured
notes.

The principal methodology used in this rating was Analyzing the
Credit Risks of Finance Companies published in October 2000.

ILFC, headquartered in Los Angeles, California, is a major owner-
lessor of commercial aircraft.


INDIANTOWN COGENERATION: Fitch Keeps 'BB' Rating on $389MM Debt
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' ratings on $389.4 million
outstanding debt supported by cash flows from coal-fired electric
generation project, Indiantown Cogeneration L.P. (ICLP).  The
Outlook remains Stable.

ICLP and Indiantown Cogeneration Funding Corp (as co-issuers):

  -- $264.4 million taxable first mortgage bonds due 2020 affirmed
     at 'BB'.

Martin County Industrial Development Authority:

  -- $125 million tax-exempt facility revenue bonds due 2025
     affirmed at 'BB'.

ICLP performance has been fairly stable for the 'BB' rating level
over the last four years, with DSCRs ranging from 1.26x to 1.38x.
For the first nine months of 2011, lower dispatch of 45% and
positive energy margins buoyed DSCRs to an annualized high of
1.64x.  In November and December, however, the project was not
dispatched at all at Florida Power & Light Co.'s (FP&L)'s option,
reducing dispatch to 34% and DSCRs to an expected 1.53x for the
year.  Historical dispatch has been closer to base-load levels,
between 85% and 90% annually.  Low dispatch currently benefits the
project by reducing actual fuel costs.  Fitch also attributes the
stronger 2011 performance to the first full year that the new
operator, NAES Corporation, oversaw the plant.

In the Fitch rating case, DSCRs are expected to decline from the
1.53x benchmark in 2011 to 1.00x in 2025 as a result of various
dynamic factors, including increasing coal prices, carbon
legislation, and expected low dispatch.  Fitch used its own coal
pricing projections for the projected term, assumed carbon
legislation is enacted after 2020, and that dispatch remains at
42% for the full debt term. Any change in these factors could
improve or weaken the DSCR outcomes closer to maturity of the
debt.

Fitch notes that ICLP and FP&L continue to disagree on how to
calculate the adjustment mechanism for contractual energy revenues
under the purchase power agreement (PPA).  This dispute remains
unresolved since 2004.  The adjustment mechanism was originally
intended to resolve any mismatch between energy payments and fuel
costs and ensure a positive energy margin.  In practice, FP&L has
determined the amount of the adjustment and made annual true-up
payments with a significant lag.  Favorably, reduced dispatch
going forward is expected to reduce the impact of negative energy
margins.

ICLP consists of a 330 megawatt (MW) pulverized coal-fired
cogeneration facility located in Martin County, Florida.  ICLP
supplies energy and capacity to FP&L (rated with an IDR of 'A' and
a Stable Outlook by Fitch), under a 30-year PPA. ICLP also
provides steam to Louis Dreyfus Citrus, an international juice
processing company, under a long-term steam supply agreement in
order to maintain qualifying facility status.  ICLP was formed to
construct, own, and operate this coal facility, which began
commercial operation in December 1995.

ICLP 100% is 100% indirectly owned by the private equity firm,
Energy Investors Funds (EIF).  In September 2007, funds managed by
EIF managed funds acquired an 80% equity interest in ICLP, and in
June 2011 acquired the remaining 20% interest from Goldman Sachs
Group, Inc. and its wholly owned subsidiary Cogentrix, Inc.  As
part of the purchases, Fitch confirmed that there was no change in
the project's credit profile due to the change in ownership.


INT'L LEASE: Fitch to Rate $650 Mil. Sr. Unsec. Notes at 'BB'
-------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB' to International
Lease Finance Corp.'s (ILFC) $650 million senior unsecured notes
issuance with expected maturity of 2022.

This rating action does not affect ILFC's existing long-term
Issuer Default Rating (IDR) of ' BB' or debt ratings.  The Rating
Outlook for ILFC remains Stable.  For further information on
ILFC's existing ratings, please refer to Fitch's press release
'Fitch Affirms International Lease Finance Corp.'s IDR at 'BB';
Outlook Stable' dated Nov 4, 2011.

Fitch notes that the proposed issuance of $650 million senior
unsecured notes is consistent with ILFC's overall financing plans
to repay near-term maturing debt obligations and for general
corporate purposes.

The notes will rank equally in right of payment with existing
senior unsecured debt. Covenants are consistent with previously
issued senior unsecured debt including a limitation restricting
the ability of ILFC to incur liens to secure indebtedness in
excess of 12.5% of ILFC's consolidated net tangible assets.

ILFC is a market leader in the leasing and remarketing of
commercial jet aircraft to airlines around the world.  As of Sept
30, 2011, ILFC owned an aircraft portfolio with a net book value
of approximately $36 billion, consisting of 934 jet aircraft.

Fitch expects to assign the following rating to ILFC:

  -- $650 million senior unsecured notes 'BB'.

Fitch currently rates ILFC and its related subsidiaries as
follows:

International Lease Finance Corp.

  -- Long-term IDR 'BB'; Outlook Stable;
  -- $3.9 billion senior secured notes 'BBB-';
  -- $750 million senior secured term loan 'BBB-';
  -- Senior unsecured debt 'BB';
  -- Preferred stock 'B'.

Delos Aircraft Inc.

  -- Senior secured debt 'BB'.

ILFC E-Capital Trust I

  -- Preferred stock 'B'.

ILFC E-Capital Trust II

  -- Preferred stock 'B'.


INTELSAT SA: Unit Executes 3rd Supplemental Indenture with Wells
----------------------------------------------------------------
Intelsat Jackson Holdings S.A., an indirect wholly owned
subsidiary of Intelsat S.A., and Wells Fargo Bank, National
Association, as trustee, executed a Third Supplemental Indenture,
amending and supplementing the Indenture dated as of Sept. 30,
2010, as amended, with respect to Intelsat Jackson's 7 1/4% Senior
Notes due 2020.  The Third Supplemental Indenture amends the
Indenture to allow Intelsat Jackson, as permitted by the
Securities Act of 1933, as amended, to issue Notes without a
Restricted Notes Legend in exchange for a like principal amount of
Notes that bear a Restricted Notes Legend.

In accordance with the terms of the Indenture, as amended and
supplemented by the Third Supplemental Indenture, on Dec. 16,
2011, Intelsat Jackson completed a mandatory exchange of all of
the existing Notes that bear a Restricted Notes Legend for Notes
that do not bear a Restricted Notes Legend.

A full-text copy of the 3rd Supplement Indenture is available at:

                        http://is.gd/2gZZdf

                          About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

The Company reported a net loss of $432.35 million on $1.93
billion of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $392.69 million on $1.90 billion of
revenue for the same period during the prior year.

The Company reported a net loss of US$507.77 million on
US$2.54 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$782.06 million on US$2.51 billion
of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $17.59
billion in total assets, $18.28 billion in total liabilities,
$698.94 million total Intelsat S.A. shareholders' deficit, and
$1.90 million in noncontrolling interest.

                           *    *     *

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.


INT'L AUTOMOTIVE: Moody's Cuts Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service lowed the ratings of International
Automotive Components Group, S.A., (IAC) -- Corporate Family and
Probability of Default Ratings, to B2 from B1. In a related action
Moody's lowered the rating on IAC's $300 million senior secured
notes to Caa1 from B3. The rating outlook is stable.

The following ratings were lowered:

International Automotive Components Group:

Corporate Family Rating, to B2 from B1;

Probability of Default, to B2 from B1;

$300 million senior secured note, to Caa1 (LGD5, 86%) from B3
(LGD5, 85%)

RATINGS RATIONALE

The lowering of IAC's Corporate Family Rating to B2 incorporates
the company's lower than expected operating performance and cash
flow through the third quarter of 2011 resulting from higher
costs, and associated increased liquidity pressure. Higher raw
material costs have adversely impacted profit margins, as the
company has the ability to somewhat mitigate the pass-through of
these costs. IAC is expected to continue to negotiate for more
favorable pass-through terms with its original equipment
customers. However, this process is expected to be gradual over
the intermediate-term. Additionally, recovering automotive
industry trends and new business wins have improved IAC's revenues
on a year-over-year basis. Yet, this increase in new and
replacement program launch activity has resulted in higher than
anticipated start-up costs, further detracting from anticipated
margin improvement and cash flow generation. IAC's EBIT margin for
the year-to-date October 1, 2011 approximated 2.1% (including
Moody's standard adjustments), which are below prior-year levels.

IAC's liquidity is anticipated to exhibit a weak profile over the
near- term pressured by seasonal working capital needs and ongoing
raw material cost pressure. As of October 1, 2011, the company's
cash balances of approximated $100 million, which included $24
million of restricted amounts available to a certain manufacturing
facility's borrowing. Additional liquidity, as of October 1, 2011,
includes $83 million of availability under the $200 million North
American asset-based revolving credit facility, and $12 million
availability under the Euro 125 million securitization facility,
and $3 million of certain long-term facilities in Asia. While the
combined cash and revolver availability should benefit from
seasonal working capital reductions in the fourth quarter of 2011,
seasonal working capital needs in the first quarter of 2012 and
the potential for rising raw material costs are expected to
pressure the company's liquidity profile. The senior secured note
does not have financial maintenance covenants. The North American
ABL facility and European securitization facilities have springing
fixed charge coverage tests and minimum EBITDA tests when
availability under the respective facilities reaches certain
thresholds. As of October 1, 2011, IAC was in compliance of the
covenants under both facilities. However, the company's weaker
than expected performance may pressure the company's covenant
cushions should the springing covenants be triggered in 2012. A
moderate amount of alternate liquidity is expected to be provided
through additional indebtedness baskets under the senior secured
note.

The stable outlook considers Moody's expectation that IAC's
stronger balance of geographic revenues in North America (about
58% of 2010 revenues), where Moody's expects continued automotive
retail growth in 2012 will mitigate the company's European
exposure (about 36% of 2010 revenues). Moody's expects economic
conditions in Europe to pressure automotive sales growth in 2012.
Positively, IAC is positioned on leading platforms in both North
America and Europe.

Future events that have the potential to drive IAC's outlook or
rating lower include regional weaknesses in global automotive
production which is not offset by successful restructuring
actions, deterioration in operating performance resulting in
EBIT/interest expense approaching 1.0x or, Debt/EBITDA approaching
5.0x, or a lack of improvement in company's liquidity position.

Future events that have the potential to drive IAC's rating higher
include: consistent FCF/Debt approaching 10%, improvement in
operating performance resulting in EBIT margins above 5%; and
EBIT/interest expense sustained above 2.0x.

The principal methodology used in rating IAC 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.

International Automotive Components Group, S.A. (IAC), a
Luxembourg entity, together with its subsidiaries, offers original
equipment manufacturers around the world a broad portfolio of
interior components and systems through core product categories,
including Instrument Panels, Consoles & Cockpits, Door & Trim
Systems, Flooring & Acoustic Systems and Headliner & Overhead
Systems, as well as Other Interior & Exterior Components. Sales in
2010 approximated $3.7 billion.


IPS CORP: S&P Puts 'B' Corporate Credit Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Compton,
Calif.-based IPS Corp., including its 'B' corporate credit rating,
on CreditWatch with negative implications. "The CreditWatch
negative means the rating could be affirmed or lowered following
the completion of our review," S&P said.

"The CreditWatch listing reflects our view that IPS' profitability
may continue to be negatively affected by the current weak
operating environment and higher raw material costs, as well as
greater international sales, which carry a lower margin than
domestic sales," said Standard & Poor's credit analyst Megan
Johnston. For the trailing 12 months ended Sept. 30, 2011, total
gross adjusted leverage (including its paid-in-kind [PIK]
preferred stock) was greater than 9x, compared with 7x as of Dec.
31, 2010.

"Further deterioration in EBITDA could cause the headroom on the
net total leverage, net senior leverage, and interest coverage
covenants that govern IPS' senior credit facilities to fall below
15%, particularly since the covenants tighten over the near term.
This could cause us to revise our assessment of IPS' liquidity to
'less than adequate' from 'adequate' (as our criteria define the
terms)," S&P said.

"We view liquidity to be a key credit factor given that IPS'
senior secured term loan matures in 2013, and its senior
subordinated notes mature in 2014. The PIK preferred stock accrues
dividends at 5% per quarter until the end of 2014, when the
current quarterly dividend amount becomes payable in cash. In
addition, IPS' $20 million revolving credit facility, which the
company has not historically utilized, matures in July 2012," S&P
said.

In resolving the CreditWatch listing, Standard & Poor's expects to
meet with IPS' management to review its near-term operating and
financial strategies given the still challenging market
environment.


KLN STEEL: Sec. 341(a) Meeting Scheduled for Dec. 27
----------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
of KLN Steel Products Company LLC on Dec. 27, 2011, at 10:00 a.m.
The meeting will be held at Austin Room 118, Homer Thornberry
Bldg., 903 San Jacinto, Austin, Texas.

Creditors should file their proof debts not later than March 26,
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.

San Antonio, Texas-based KLN Steel Products Company LLC, Dehler
Manufacturing Co. Inc., and Furniture by Thurston manufacture and
market high quality furniture for multi-person housing facilities
and packaged services for federal government offices and dormitory
facilities.  They have two manufacturing facilities.  One in San
Antonio, Texas, which is consolidated and designed to accommodate
high volume fabrication of standard and semi-custom steel
furniture and casegoods of high quality for colleges and
universities, military quarters, and job corps centers, or
wherever high quality, long life, low maintenance furniture is
essential.  The facility includes a manufacturing facility of more
than 170,000 square feet capable of producing substantial projects
on a timely basis.  The second facility is located in Grass
Valley, California, with more than 61,000 square feet dedicated to
the manufacturing of wood furniture for military and university
housing.

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta were originally assigned to the KLN and
Dehler cases.  The Furniture by Thurston case was given to Judge
H. Christopher Mott.  Judge Mott now oversees all three cases.
Patricia Baron Tomasco, Esq., at Jackson Walker LLP, serves as the
Debtors' counsel.  Each of the Debtors estimated assets and debts
of $10 million to $50 million.   The petition was signed by Edward
J. Herman, president.


LEE ENTERPRISES: Inks DIP Credit Agreement for $40MM DIP Facility
-----------------------------------------------------------------
On Dec. 14, 2011, Lee Enterprises, Incorporated, following interim
approval of the U.S. Bankruptcy Court for the District of
Delaware, entered into a Credit and Guaranty Agreement among the
Company as borrower, certain of its subsidiaries as subsidiary
guarantors, together with the Company, each a debtor and a debtor-
in-possession, various Lenders party thereto, Deutsche Bank Trust
Company Americas as Administrative Agent, and Deutsche Bank
Securities Inc. and Goldman Sachs Lending Partners LLC, as Joint
Lead Arrangers and Joint Bookrunning Managers.

The DIP Credit Agreement provides for a $40 million debtor-in-
possession revolving credit facility that may be used for general
corporate purposes of the Company and the Subsidiary Guarantors
and provide the Company additional liquidity, if required, during
the Ch. 11 Proceedings and will, subject to the satisfaction of
certain conditions, be converted into a new secured superpriority
exit revolving credit facility under the Exit Credit Agreement
upon the emergence of the Debtors from the Ch. 11 Proceedings.
The Exit Credit Agreement is intended to replace the prepetition
Amended and Restated Credit Agreement, dated as of Dec. 21, 2005,
as amended, among the Company and certain of its subsidiaries,
lenders from time to time party thereto and Deutsche Bank as
Administrative Agent.

The revolving credit facility under the DIP Credit Agreement was
not drawn at the Dec. 14, 2011 closing.  Interest on the revolving
credit facility, if used, is at LIBOR plus 5.5%, with a LIBOR
floor of 1.25%.  The DIP Credit Agreement matures on the earlier
to occur of (a) June 12, 2012, and (b) the effective date of the
Debtors' joint prepackaged plan of reorganization confirmed by the
Bankruptcy Court pursuant to its entry of a confirmation order.
The confirmation hearing is scheduled for Jan. 23, 2012.

The DIP Credit Agreement contains certain customary covenants,
various representations and warranties, and may be terminated upon
occurrence of certain events of default.  The DIP Credit Agreement
limits, among other things, the Company's and Subsidiary
Guarantors' ability to (i) incur indebtedness, (ii) issue equity
interests and pay dividends, (iii) incur or create liens, (iv)
dispose of assets, (v) prepay indebtedness and make other
restricted payments, (vi) enter into sale and leaseback
transactions and (vii) modify the terms of any indebtedness and
certain material contracts of the Company and the Subsidiary
Guarantors.

The Bankruptcy Court has scheduled a hearing for Jan. 6, 2012, to
consider final approval of the DIP Credit Agreement.

A complete text of the DIP Credit Agreement is available for free
at http://is.gd/gomKNX

                           Other Events

As part of the Voluntary Ch. 11 Filing, the Company filed a
variety of customary motions with the Bankruptcy Court (the "first
day motions") to approve, among other things, the Company's access
to its cash on hand, as well as all cash generated from daily
operations, which will be used to continue to satisfy the
Company's pre-petition and post-petition obligations without
interruption during the course of the Ch. 11 Proceedings.  Also,
the Company filed first day motions to approve payment of all
employee wages, salaries, health benefits and other employee
obligations during the Ch. 11 Proceedings, as well as authority to
continue to honor its current customer commitments.  On Dec. 13,
2011, the Bankruptcy Court approved all of the Company's first day
motions and the Company received authorization from the Bankruptcy
Court to satisfy all obligations incurred in the ordinary course
of business without seeking further Bankruptcy Court approval.

                      About Lee Enterprises

Lee Enterprises, Inc., headquartered in Davenport, Iowa, publishes
the St. Louis Post Dispatch and the Arizona Daily Star along with
more than 40 other daily newspapers and about 300 weeklies.
Revenue for the 12 months ended December 2010 was approximately
$780 million.

The Company and its affiliates filed for Chapter 11 protection on
Dec. 12, 2012, (Bankr. D. Del. Lead Case No. 11-13918).  Judge
Hon. Kevin Gross presides over the case.  The Debtor selected
Sidley Austin LLP and Young Conaway Stargatt & Taylor LLP as
counsel; The Blackstone Group as Financial and Asset Management
Consultant; and The Garden City Group Inc. as Claims, Noticing
and Balloting Agent.  The Debtor disclosed total assets of
$1.15 billion and total liabilities of $1.25 billion at Sept. 25,
2011.


LODGENET INTERACTIVE: Mark Cuban Discloses 9.5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark Cuban disclosed that, as of Dec. 15,
2011, he beneficially owns 2,399,985 shares of common stock of
LodgeNet Interactive Corporation representing 9.5% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/TX0bEB

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company also reported a net loss of $1.78 million on
$321.21 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $7.32 million on
$344.91 million of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed $408.96
million in total assets, $460.01 million in total liabilities and
a $51.05 million total stockholders' deficiency.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


MAJESTIC CAPITAL: To Present Proposal to Hire Absolute Auctions
---------------------------------------------------------------
Majestic Capital, Ltd., formerly known as CRM Holdings Ltd.'s
attorney Genova & Malin will present its application to employ
Absolute Auctions & Realty, Inc., as auctioneer for the Debtor to
the Honorable Cecelia G. Morris, United States Bankruptcy Judge,
on Dec. 28, 2011 at 12:00 p.m.

Objections must be received in the Bankruptcy Judge?s chambers and
by the undersigned not later than 11:30 a.m. on Dec. 28, 2011.

                      About Majestic Capital

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., formerly known as CRM Holdings Ltd., has two wholly owned
subsidiaries, Majestic USA and Twin Bridges, a Bermuda-based
reinsurance company.  Twin Bridges and Majestic Insurance, a
downstream subsidiary of Majestic USA are the two principal
insurance companies.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.   The Debtors
retained Murphy & King, P.C. ("M&K") as their general bankruptcy
counsel and Genova & Malin ("G&M") as their local counsel.  The
Debtors tapped Michelman & Robinson, LLP, as special counsel, and
Day Seckler, LLP, as accountants and financial advisors.  The
Debtor disclosed $436,191,000 in assets and $421,757,000 in
liabilities as of Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MANISTIQUE PAPERS: Heading for Feb. 22 Auction Without Buyer
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Manistique Papers Inc. plant making specialty papers
from recycled fiber, filed for Chapter 11 reorganization in August
and was authorized by the bankruptcy judge in Delaware to auction
the business on Feb. 22.  No buyer is yet under contract.

The report relates that the sale schedule is about two weeks
slower than the company originally wanted.  Bids are due Feb. 20,
followed by the Feb. 22 auction and a hearing on Feb. 28 for
approval of the sale.

According to the report, sale procedures allow the company to
select a so-called stalking horse bidder if a buyer steps up long
enough before the auction with an acceptable contract.  The
auction would proceed nonetheless, although the stalking horse
will receive a breakup fee if ultimately outbid.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.

Manistique Papers filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.  Godfrey &
Kahn, S.C. represents the Debtor in its restructuring effort.
Morris, Nichols, Arsht & Tunnell LLP serves as its Delaware
bankruptcy co-counsel.  Vector Consulting, L.L.C., serves as its
financial advisor.  Baker Tilly Virchow Krause, LLC, serves as its
accountant.

The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Manistique Papers is represented by Lowenstein
Sandler PC as lead counsel and Ashby & Geddes, P.A., as Delaware
counsel.  J.H. Cohn LLC serves as the panel's financial advisor.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MF GLOBAL: $200-Mil. Transfer to JPMorgan Probed
------------------------------------------------
The Wall Street Journal's Scott Patterson and Aaron Lucchetti
report that people familiar with the matter said investigators on
the hunt for missing customer money from MF Global Holdings Ltd.
are scrutinizing about $200 million moved to a company account at
J.P. Morgan Chase & Co. three days before the securities firm
filed for bankruptcy protection.

According to the Journal, the transfer has drawn interest from
investigators partly because JPMorgan asked MF Global in a letter
the following day to attest that the Oct. 28 transfer didn't
violate regulations designed to protect customer money.  Commodity
Futures Trading Commission rules prohibit futures brokers from
using customer money for their own trading purposes.

WSJ notes the letter indicates JPMorgan officials knew the money
came from segregated customer accounts, because it specifically
asked whether the transfer of funds from customer accounts was
compliant with regulations.  Customer accounts can contain both
customer and firm funds.

The WSJ report says JPMorgan accepted the roughly $200 million
transfer, using it to help cover an overdraft in MF Global's
proprietary-trading account at the bank.  It isn't clear if
JPMorgan still has the money.

WSJ also says it isn't clear how MF Global responded to JPMorgan's
letter.  The Oct. 29 letter hasn't been publicly released by
regulators or investigators.

WSJ relates that on Oct. 30 -- or the day after the letter was
sent -- MF Global alerted regulators to a shortfall in customer
funds.  MF Global filed for bankruptcy protection the next day.

According to WSJ, a person familiar with JPMorgan's thinking said
the bank wouldn't normally ask for assurances about such a
withdrawal, but decided it was "prudent and sensible" when MF
Global's problems deepened.

People familiar with the matter told WSJ the $200 million
transferred to the JPMorgan account was then moved to a U.K.
account for MF Global from a customer-segregated account, passing
through another trading account on its way.

One person familiar with the matter also told the Journal that
several days before the overdraft, bank officials had visited MF
Global to assess the damage from a credit rating downgrade and a
large quarterly loss reported on Oct. 25.

WSJ reports that at a House subcommittee hearing last week, former
MF Global Chief Executive Jon S. Corzine said he "conveyed" to
JPMorgan as the securities firm was veering toward bankruptcy
"explicit statements that we were using proper funds." Mr. Corzine
said he didn't sign a letter responding to JPMorgan.

                         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: CME Foundation Halts Donations
-----------------------------------------
Ann Saphir, writing for Reuters, reports that CME Group Inc.,
which has given $22 million to Chicago-area schools and charities
over the past five years, has stopped making grants through its
main foundation, citing the collapse of MF Global Holdings Inc.

Investigators are still searching for hundreds of millions of
dollars of customer funds that CME says were improperly siphoned
off in the brokerage's final days to plug its escalating liquidity
needs.

According to Reuters, among the biggest beneficiaries of CME Group
Foundation largess in recent years are the Renaissance Schools
Fund, which supports charter schools and has received $3.1 million
since 2006; the University of Chicago, which has received $2.5
million since 2006; and the Erikson Institute, which specializes
in early childhood education and has received $1.625 million.
Other big recipients include several Chicago-area universities,
the Big Shoulders Fund and the Ounce of Prevention Fund, which
focuses on early childhood intervention in at-risk populations.

"We have been assured that the CME Group Foundation will honor its
existing multiyear commitment to the Ounce," a spokeswoman for the
organization, which received a $1 million four-year grant this
year, told Reuters.

The Foundation also supports dozens of charities with smaller
grants funding pediatric medical and cardiovascular research,
cancer care, and a variety of educational services.

Reuters relates two smaller charitable arms, the CME Group
Community Foundation and the CBOT Foundation, are not affected by
the MF Global debacle. Their donations last year totaled just over
$1 million.

CME operates the Chicago Board of Trade, the Chicago Mercantile
Exchange, and the New York Mercantile Exchange.

                         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)


MICHAEL STORES: Amends $2.4-Bil. Loan Facility with Deutsche Bank
-----------------------------------------------------------------
Michaels Stores, Inc., on Dec. 15, 2011, entered into a Fifth
Amendment to Credit Agreement to the Company's $2.4 billion senior
secured term loan facility with Deutsche Bank AG New York Branch,
as administrative agent, and the other lenders party thereto.  The
Fifth Amendment amends the Term Loan Credit Facility to allow for
an extension of the maturity date for $619.2 million of existing
term loans to July 31, 2016.  As a result of the Fifth Amendment,
the applicable margins for the B-3 Term Loans under the Term Loan
Credit Facility will be 3.50 % with respect to base rate
borrowings and 4.50 % with respect to LIBOR borrowings.  The B-3
Term Loans are subject to a minimum increase in interest rates on
the B-3 Term Loans in connection with any future extensions of
term loans to the extent that any such future extension has an
increase in effective yield in excess of 0.25% above the effective
yield of the B-3 Term Loans.

Certain lenders under the Term Loan Credit Facility, as amended,
have engaged in, or may in the future engage in, transactions
with, and perform services for, the Company and its affiliates in
the ordinary course of business.

A full-text copy of the Fifth Amendment to Credit Agreement is
available for free at http://is.gd/R0v7nL

                       About Michaels Stores

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

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

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

                          *     *     *

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

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

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


MONEY TREE: Best Buy Sells $5.2-Million Receivables to Innovate
---------------------------------------------------------------
Best Buy Autos of Bainbridge Inc., an indirect wholly-owned
subsidiary of The Money Tree Inc., entered into a purchase and
sale agreement with Innovate Loan Servicing Corporation, a third
party, whereby Best Buy sold approximately $5.2 million of net
vehicle finance receivables to Innovate for a purchase price of
approximately $4.4 million.  The receivables sold represent
approximately 35% of the total net finance receivables held by
Best Buy on the date of the sale.  The purchase price for the
receivables was 85% of the total par value.

Under the terms of the purchase and sale agreement, Best Buy is
obligated to repurchase any of the individual receivables for a
period of approximately three months, if the customer: (i) fails
to timely make a scheduled payment; (ii) fails to maintain
insurance on the financed vehicle; (iii) causes or permits the
repossession of the financed vehicle; or (iv) breaches any term of
the customer's financing contract.

A full-text copy of the Receivables Purchase and Sale Agreement is
available for free at http://is.gd/E89dvF

                        About The Money Tree

Based in Bainbridge, Ga., The Money Tree Inc.
-- http://themoneytreeinc.com/-- originates direct consumer loans
and sales finance contracts in 91 locations throughout Georgia,
Alabama, Louisiana and Florida.  The Company is also engaged in
sales of merchandise (principally furniture, appliances, and
electronics) at certain finance company locations, and operates
two used automobile dealerships in Georgia.

The Company reported a net loss of $11.88 million on $7.06
million of interest and fee income for the nine months ended
June 25, 2011, compared with a net loss of $7.30 million on $9.23
million of interest and fee income for the same period during the
prior year.

The Company's balance sheet at June 25, 2011, showed $34.86
million in total assets, $92.65 million in total liabilities and a
$57.79 million total shareholders' deficit.

The Company has experienced significant liquidity issues over the
past two years due to significant loan and operating losses and
the lack of net sales in the Company's debt offerings.  Because of
the Company's liquidity issues and the current economic
environment, to preserve cash, the Company significantly reduced
the volume of loans made and implemented tighter risk management
controls on the loans extended beginning in fiscal year 2009,
which continued through June 25, 2011.

These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time.  Consequently, the Company's operations and other
sources of funds may not provide sufficient available cash flow to
meet the Company's continued redemption obligations if the amount
of redemptions continues at its current pace or the Company
continues to suffer losses and use funds from operations to fund
redemptions.


MONTANA ELECTRIC: Trustee Can Hire Horowitz & Burnett as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
Lee A. Freeman, in his capacity as duly appointed and acting
Chapter 11 Trustee in the bankruptcy case of Southern Montana
Electric Generation and Transmission Cooperative, Inc., to retain
Horowitz & Burnett, P.C., as his counsel.

As counsel, Horowitz & Burnett will:

   (a) provide legal advise to the Trustee with respect to his
       powers and duties and the continued management of the
       Debtor's business operations;

   (b) advise the Trustee with respect to his responsibilities in
       complying with the U.S. Trustee's Operating Guidelines and
       Reporting Requirements and with the rules of the Court;

   (c) prepare motions, pleadings, orders, applications,
       complaints, and other legal documents necessary in the
       administration of the case;

   (d) analyze claims and causes of action of the Debtor and
       object to claims and commence and prosecute adversary
       proceedings, as necessary, in the administration of the
       case;

   (e) represent the Trustee in negotiations with the Debtors'
       creditors to prepare a plan of reorganization or other exit
       plan, and prepare and prosecute same; and

   (f) otherwise protect the interests of the Trustee in all
       matters pending before the Court.

The current hourly rates for the attorneys and paralegals who may
be expected to work on this case are:

               John Cardinal Parks       $450/hour
               Bart B. Burnett           $425/hour
               Robert M. Horowitz        $425/hour
               Kevin S. Neiman           $310/hour
               Debra Howell              $90/hour
               Trulee Hoy                $90/hour

                 About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


MONTANA ELECTRIC: Can Retain Waller & Womack as Local Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
Lee A. Freeman, in his capacity as duly appointed and acting
Chapter 11 Trustee in the bankruptcy case of Southern Montana
Electric Generation and Transmission Cooperative, Inc., to retain
Waller & Womack, P.C., as local counsel.

The professional services that Waller & Womack is to render
include providing legal advise to the Trustee and the law firm of
Horowitz & Burnett with respect to all aspects of the Chapter 11
bankruptcy proceeding.

The Trustee agreed that Joseph V. Womack will be paid $300 per
hour plus reimbursement for costs he incurred.

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.

Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications.  These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code.  According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.


MPG OFFICE: Extends CEO's Employment Until 2014
-----------------------------------------------
MPG Office Trust, Inc., and MPG Office, L.P., entered into an
amended and restated employment agreement with David L. Weinstein,
the Company's President and Chief Executive Officer to extend Mr.
Weinstein's contract for an additional two years to Dec. 31, 2014.

Mr. Weinstein's amended and restated employment agreement has a
term commencing on Dec. 15, 2011, and ending on Dec. 31, 2014, and
provides for an annual base salary of $750,000, effective as of
Jan. 1, 2012.

Mr. Weinstein is eligible for annual cash performance bonuses
under the Company's incentive bonus plan, based on the
satisfaction of performance goals established by the Compensation
Committee in accordance with the terms of such plan.  For 2011,
his target annual bonus is 112.5% of his annual base salary, and
his maximum annual bonus is 225% of his annual base salary.
Commencing with the Company's 2012 fiscal year, his target annual
bonus is 125% of his annual base salary, and his maximum annual
bonus is 250% of his annual base salary.

Pursuant to the terms of his amended and restated employment
agreement, the $100,000 unpaid portion of Mr. Weinstein's signing
bonus provided for in his original employment agreement with the
Company, dated Nov. 21, 2010, will be paid to him in a lump sum
not later than Dec. 31, 2011, provided that he remains employed
with the Company through the payment date.

The amended and restated employment agreement provides that if Mr.
Weinstein's employment is terminated by the Company without cause
or by him for good reason prior to a change in control of the
Company, and subject to his execution and non-revocation of a
general release of claims, he will receive the following severance
payments and benefits:

   -- a lump-sum cash payment equal to any unpaid prior year
      annual bonus;

   -- a lump-sum cash payment equal to 200% of the sum of his
      annual base salary in effect on the date of termination plus
      the average actual annual bonus awarded to him for the three
      full fiscal years immediately preceding the year in which
      the date of termination occurs;

   -- a lump-sum cash payment equal to the following: (i) if the
      termination occurs during the 2011 calendar year, 112.5% of
      his then-current annual base salary, and (ii) if the
      termination occurs after Dec. 31, 2011, a pro rata
      annual bonus for the year in which the termination occurs;

   -- to the extent not previously vested and exercisable as of
      the date of termination, any outstanding equity-based awards
      held by Mr. Weinstein, other than equity-based awards
      subject to performance vesting, will immediately vest and
      become exercisable in full; and

   -- certain health insurance benefits at the Company's expense
      for 18 months.

Mr. Weinstein's amended and restated employment agreement contains
confidentiality provisions that apply indefinitely and non-
solicitation provisions that will apply during the term of his
amended and restated employment agreement and for a limited period
thereafter.

Mr. Weinstein's amended and restated employment agreement was
approved by the Board of Directors and the Compensation Committee
thereof.

A full-text copy of the Amended and Restated Employment Agreement
is available for free at http://is.gd/NOOFUq

                      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.


MPG OFFICE: Files Form S-8, Registers 307,384 Common Shares
-----------------------------------------------------------
MPG Office Trust, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
307,384 shares of common stock issuable under the Second Amended
and Restated 2003 Incentive Award Plan of MPG Office Trust, Inc.,
MPG Office Trust Services, Inc., and MPG Office, L.P., as amended.
The proposed maximum offering price is $620,915.  A full-text copy
of the Form S-8 is available for free at http://is.gd/aRyYzO

                       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: Judge OKs Trump as $150MM Lead Bidder for Doral
-----------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Sean H. Lane said Monday that MSR Resort Golf Course LLC
could auction off its Doral Golf Resort & Spa using a lowered $150
million stalking horse bid from real estate mogul Donald Trump.

Law360 relates that Judge Lane approved a revised stalking horse
bid agreement between the bankrupt resort operator and Trump
Endeavor 12 LLC, putting MSR on a path to hold a Feb. 27 auction
for the 692-room Miami property and allowing it to focus on
exiting Chapter 11 protection.

                         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.


NATIONAL PUBLIC: Moody's Downgrades MBIA's Debt to 'B2'
-------------------------------------------------------
Moody's Investors Service has downgraded to Baa2, from Baa1, the
insurance financial strength (IFS) rating of National Public
Finance Guarantee Corporation (National) and changed its outlook
from developing to negative. The rating agency also downgraded the
rating of National's parent company, MBIA Inc. (MBIA; senior debt
to B2, from Ba3), and placed the ratings of MBIA Insurance
Corporation (MBIA Insurance; IFS at B3) and subsidiaries under
review for possible downgrade.

The rating actions have implications for the various transactions
wrapped and reinsured by National Public Finance Guarantee
Corporation and MBIA Insurance Corporation as discussed later in
this press release.

RATIONALE FOR DOWNGRADE OF NATIONAL PUBLIC FINANCE GUARANTEE
CORPORATION

Moody's said that the downgrade of National's rating to Baa2
reflects 1) weakening of the overall MBIA group's market standing
as losses grow at National's affiliated companies, principally
MBIA Insurance; and 2) the risk that resources at National could
be drawn away to support losses elsewhere within the group. MBIA
Insurance recently indicated that it commuted $20 billion of gross
insured exposure in the 4th quarter for approximately $500 million
above related third quarter reserves. MBIA Insurance previously
disclosed liquid assets of about $800 million at 3Q 2011, a level
that would leave it challenged to meet large liquidity
requirements of bulk settlements with its counterparties. Moody's
believes that growing losses at MBIA Insurance are negative for
National, whose future business prospects are premised on its
ability to avoid or minimize negative financial and business
impacts from its affiliation with the broader MBIA group.
National's negative outlook reflects its credit linkage to the
other weaker entities of the group as a result of ongoing
restructuring litigation.

RATIONALE FOR REVIEW OF MBIA INSURANCE CORPORATION

The rating agency stated that the review for downgrade of MBIA
Insurance reflects the continued weakness in the firm's insured
portfolio, as highlighted by losses in excess of reserves on
recently commuted transactions, and the potential for claims
settlements at less than the economic value of the contracts due
to its weakened financial position. As part of the review Moody's
will assess the company's financial profile in light of insured
portfolio trends, ongoing putback litigation and recent
commutations.

The substantial recent settlements with Morgan Stanley and other
counterparties, plaintiffs' exits from the restructuring
litigation, and the April 2012 scheduled trial date may help build
momentum for additional settlements over the near term. Some
creditors and counterparties are suing MBIA, requesting that the
February 17, 2009 restructuring of the group that led to
National's capitalization with some of MBIA Insurance's resources
be reversed. Only five, including Bank of America, of the original
18 litigants remain in the critical Article 78 lawsuit that
challenges the New York State Insurance Department's decision to
approve MBIA's restructuring.

MBIA Insurance has commuted about $35 billion of risk since the
beginning of 2011, mainly related to insured CDO exposures. While
these settlements have reduced potential volatility, they have
been a substantial drain on the capital and liquidity resources of
the insurer.

RATIONALE FOR DOWNGRADE OF MBIA INC.

The downgrade of MBIA Inc.'s senior debt rating to B2 reflects the
increasing stress in the firm's wind-down operation , and a more
negative view of National's and MBIA Insurance's credit profiles
and related ability to support the holding company through
dividends or otherwise. MBIA's wind-down operation reported a $600
million book value deficit at 3Q 2011. The negative outlook
reflects the holding company's ongoing credit and liquidity
issues.

TREATMENT OF WRAPPED TRANSACTIONS

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of the following: a) the rating of the guarantor (if
rated at the investment grade level); or b) the published
underlying rating (and for structured securities, the outlined in
Moody's special comment entitled "Assignment of Wrapped Ratings
When Financial Guarantor Falls Below Investment Grade" (May,
2008); and Moody's November 10, 2008 announcement entitled
"Moody's Modifies Approach to Rating Structured Finance Securities
Wrapped by Financial Guarantors".

In light of the downgrade of National Public Finance Guarantee
Corporation's rating to Baa2, from Baa1, and review for downgrade
of MBIA Insurance Corp.'s B3 rating, Moody's will adjust the
rating of securities wrapped by National and MBIA Insurance based
on the approach discussed above.

The ratings of transactions subject to insurance policies from
Financial Guaranty Insurance Company (FGIC) and reinsured by
National Public Finance Guarantee Corporation are unaffected by
the rating action as the reinsurance agreement does not qualify
for credit substitution under Moody's methodology because it
allows FGIC to terminate the reinsurance agreement without a final
payment being made by MBIA.

LIST OF RATING ACTIONS

These ratings have been downgraded, with a negative outlook:

National Public Finance Guarantee Corporation (previously, MBIA
Insurance Corporation of Illinois) --insurance financial strength
to Baa2, from Baa1;

MBIA Inc. -- senior unsecured debt to B2, from Ba3.

The ratings of the following firms were placed under review for
possible downgrade:

MBIA Insurance Corporation: Insurance financial strength at B3,
surplus notes at Caa3; and preferred stock at Ca

MBIA UK Insurance Limited -- insurance financial strength at B3;

MBIA Mexico S.A. de C.V. -- insurance financial strength at B3;
and national scale insurance financial strength at B1.mx.

The last rating action was on June 25, 2009 when Moody's
downgraded MBIA Inc. to Ba3.

The principal methodology used in this rating was Moody's Rating
Methodology for the Financial Guaranty Insurance Industry,
published in September 2006.

OVERVIEW OF MBIA

MBIA Inc. (NYSE: MBI) provides financial guarantees to issuers in
the municipal and structured finance markets in the United States,
as well as internationally. MBIA also offers various complementary
services, such as investment management and municipal investment
contracts.


NATIVE WHOLESALE: Tobacco Supplier Agrees to Cash Collateral Use
----------------------------------------------------------------
The Bankruptcy Court signed off on an agreement between Native
Wholesale Supply Company and Grand River Enterprises Six Nations
Ltd. permitting the Debtor to use cash collateral.  A final
hearing on the Debtor's request to use cash collateral was held
Dec. 13.

Native imports cigarettes and other tobacco products from Canada
and sells them in the U.S. to third parties.  It purchases the
products from Ontario, Canada-based Grand River, which produces,
packages and sells the products.

Native owes Grand River $8 million.  Native also has $10.2 million
in contingent liabilities on various contested state tax
assessments that might have to be advanced by Grand River on the
Debtor's behalf if it is determined those assessments are due and
owing.

Only Grand River purports to have perfected security interests and
liens on virtually al of the personal property of Native.  Native
believes the Grand River debt is secured by collateral worth more
than the debt.

The cash collateral consists of proceeds of Native's accounts and
inventory.  Native said it needs continued access to cash to
sustain and maximize the value of the bankruptcy estate and to
continue the orderly operation and reorganization of its business.

Native won interim authority to use cash collateral at a hearing
one week after the petition date.  Native required use of $15.4
million to pay expenditures immediately due.

Pursuant to the agreement, Grand River will continue to sell
products to the Debtor on credit.  Each postpetition sale will
constitute a loan under Sec. 364 of the Bankruptcy Code and all
loans will be secured by existing and replacement liens.

Native will provide adequate protection to Grand River in the form
of a replacement lien in the same priority and to the same extent
that the liens may have been perfected prior to the petition date
and pay Grand River on its trade debt on a rolling basis as hose
payments were made pre-bankruptcy.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Native Wholesale Supply Co. was given final approval
on Dec. 13 to use cash representing collateral for the secured
claim owing to the principal supplier.  Secured creditor and
supplier Grand River Enterprises Six Nations Ltd. is owed
$8 million, plus another $10 million if a disputed state tax
liability is found valid, court filings said.

                      About Native Wholesale

Native Wholesale Supply Company is in the business of importing
cigarettes and other tobacco products from Canada and selling them
within the United States.  It purchases the products from Grand
River Enterprises Six Nations, Ltd., a Canadian corporation and
the Debtor's only secured creditor.  Native is an entity organized
under the Sac and Fox Nation and has its principal place of
business at 10955 Logan Road in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

In its petition, the Debtor estimated assets of $10 million and
debts of $10 million.  Native is represented by:

         Robert J. Feldman, Esq.
         GROSS SHUMAN BRIZDLE & GILFILLAN, P.C.
         600 Lafayette Court
         465 Main Street
         Buffalo, NY 14203
         Tel: (716) 854-4300
         E-mail: rfeldman@gross-shuman.com

The petition was signed by Arthur A. Montour, Jr.

Grand River is represented by:

         Morris L. Horwitz, Esq.
         14 Lafayette Square, Suite 1440
         Buffalo, NY 14203
         Tel: 716-838-4300
         Fax: 716-748-6095


NBOR CORP: Answer to Bankruptcy Allegations Due Jan. 3
------------------------------------------------------
NBOR Corporation has been sent summons to answer bankruptcy
allegations by Jan. 3, 2012.  Carmel, California-based Mako
Strategies, Inc., filed an involuntary chapter 11 bankruptcy
petition against Oakland-based NBOR (Bankr. N.D. Calif. Case No.
11-72855) on Dec. 9, 2011.  Mako asserts a $200,000 claim.  Judge
William J. Lafferty presides over the case.  Randy Michelson, Esq.
-- randy.michelson@michelsonlawgroup.com -- at Michelson Law
Group, serves as counsel to the petitioning creditor.


NCO GROUP: Stephen Elliott to Resign as Chief Info. Officer
-----------------------------------------------------------
Stephen W. Elliott, executive vice president, Information
Technology and chief information officer, will be leaving NCO
Group, Inc., effective Dec. 31, 2011, to pursue other
opportunities.  Effective Nov. 28, 2011, John Cubbin assumed the
role of Executive Vice President and Chief Information Officer of
the Company.  Prior to joining the Company, Mr. Cubbin was at a
leading IT services provider, where he was most recently an IT
services executive.  Mr. Cubbin has over 30 years of experience in
IT services and has demonstrated expertise in IT strategy
development and organization.  Mr. Cubbin's educational background
includes Lawrence Institute of Technology and the Executive
Development Program at the London Business School.

                       About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company also reported a net loss of $104.49 million on
$1.15 billion of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $73.45 million on
$1.18 billion of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.14 billion in total liabilities
and a $17.89 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.

In the Dec. 19, 2011, edition of the TCR, Standard & Poor's
Ratings Services affirmed its 'CCC+' issuer credit rating on NCO
Group Inc. and removed the rating from CreditWatch with positive
implications.

"The rating action follows NCO's recent announcement that it is
not proceeding with the previously proposed $300 million notes
offering that it planned to use, in conjunction with a proposed
$870 million new senior secured credit facility, to repay its
existing debt and to help finance its merger with APAC Customer
Services Inc.," said Standard & Poor's credit analyst Kevin Cole.
Concurrent with the closing of the debt offerings, it was planning
to change its name to Expert Global Solutions Inc.


NEBRASKA BOOK: MDOR Says Plan Eliminates Creditors' Setoff Rights
-----------------------------------------------------------------
The Mississippi Department of Revenue (MDOR) and the State of
Oregon Department of Revenue (ODR) objects to the First Amended
Joint Plan of Reorganization of Nebraska Book Company, Inc., et
al.

MDOR states in support of its objection:

1. Plan Art. VIII.F improperly proposes to enjoin creditors from
asserting post-confirmation setoff rights that are expressly
preserved by 11 U.S.C. Section 553(a).

2. Further, case law in this district expressly terms such plan
anti-setoff provisions as improper.

3. The Plan attempts to overrule Third Circuit and Bankruptcy
Court case law by negating steps creditors have taken (and courts
have approved) to preserve their setoff rights.

4. Many tax creditors now expressly reserve their setoff rights in
proofs of claim.  But the Plan would negate that procedure,
approved by the Third Circuit in Continental Airlines by expressly
providing in Art. VIII.H that any creditor who does not file a
pre-confirmation setoff motion loses its setoff rights
"notwithstanding any indication in any Proof of Claim or otherwise
that such Holder asserts?any right of setoff pursuant to section
553 or otherwise."

In sum, the Debtors simply want to eliminate creditors' setoff
rights, despite what the statute and case law provide, according
to MDOR.

ODR further objects to the confirmation of the Plan and in
particular to Plan Art. VIII.(F) in which the Plan enjoins and
imposes a waiver of the right to assert recoupment following Plan
confirmation.  ODR cites that the right of recoupment has been
recognized by many Circuit Courts, including the Third Circuit in
Megafoods Stores, Inc. v. Flagstaff Realty Associates (In re
Flagstaff Realty Associates) 60 F.3d 1031, 1035 (3d Cir., 1995).

      First Amended Joint Chapter 11 Plan of Reorganization

On July 17, 2011, the Debtors filed a joint plan of reorganization
and related disclosure statement with the Court.  On Aug. 22,
2011, the Debtors filed with the Court a first amended disclosure
statement, which contained a first amended proposed plan of
reorganization (the "Amended Plan").

The Amended Plan calls for the issuance of (i) new senior secured
notes, (ii) new senior unsecured notes, (iii) new common equity
interests in the Company in an amount equal to 78% of the Company
to the holders of the Pre-Petition Senior Subordinated Notes, and
(iv) new common equity interests in the Company in an amount equal
to 22% of the Company to the holders of the Pre-Petition Senior
Discount Notes.

A complete text of the First Amended Chapter 11 Plan is available
for free at http://bankrupt.com/misc/NEBRASKA_PLAN.pdf

A complete text of the Disclosure Statement is available for free
at: http://bankrupt.com/misc/NEBRASKA_DS.pdf

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book prepared a pre-packaged Chapter 11 plan that would
swap some of the existing debt for new debt, cash and the new
stock.


OMEGA NAVIGATION: Judge May Sanction HSH for Faulty Allegations
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Omega Navigation Enterprises Inc. beat back an
effort by HSH Nordbank AG to dismiss or convert the Chapter 11
case to liquidation in Chapter 7, U.S. Bankruptcy Judge Karen K.
Brown in Houston said that the Hamburg-based agent for secured
lenders displayed "reckless disregard for truth and an intentional
strategy to delay and impede the bankruptcy proceedings."

According to the report, Judge Brown said in her 14-page opinion
that she will hold a hearing to decide whether to impose sanctions
on HSH or its lawyers from White & Case LLP in New York.

In addition to imposing monetary sanctions, Judge Brown said she
will consider whether to subordinate HSH's claim, deny voting
rights on the claim, or require the bank to pay the bankrupt
company's company legal fees.

The report relates that Judge Brown pointed to allegations the
bank made about financial improprieties committed by Omega.  As to
some, Judge Brown ruled after trial that there was "no evidence."
As to another, she said the bank consented to the action, which
was designed to bring badly needed cash into the company.  Judge
Brown disagreed with HSH's strategy to threaten suit against
Omega's outside directors unless they voted to dismiss the
bankruptcy reorganization.  She appointed an examiner who issued a
report saying it was appropriate "to sanction HSH" by ordering the
bank not to threaten lawsuits. The examiner also concluded that
HSH should pay some of Omega's attorneys' fees.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for U.S. Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own

a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OZARKS MEDICAL: S&P Raises Rating on Revenue Bonds to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'BB-' from 'B+' on West Plains Industrial Development Authority,
Mo.'s hospital revenue bonds issued on behalf of Ozarks Medical
Center (OMC). The outlook is stable.

"The raised rating reflects our view of OMC's improved financial
operations after a prior period of weaker operations," said
Standard & Poor's credit analyst Shari Sikes. "Overall operational
liquidity has improved, resulting in sound maximum annual debt
service coverage. We would consider raising the rating further if
OMC demonstrates sustainable and consistently positive operations
in addition to increasing volumes during the two-year outlook
period," Ms. Sikes added.

OMC is a 114-staffed-bed sole community provider located in West
Plains, Mo. It is the sole community provider in the rural market.


OZBURN-HESSEY: Moody's Revises PDR to 'Caa1'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service revised Ozburn-Hessey Holding Company,
LLC's Probability of Default Rating to Caa1\LD ("Limited Default")
from Caa2 following the completion of a debt for equity exchange
which Moody's views as a distressed exchange. Concurrently,
Moody's raised OHL's Corporate Family Rating to Caa1 from Caa2 to
reflect the company's somewhat improved credit profile as a result
of the exchange and recent debt covenant amendments. OHL's first
lien credit facility was upgraded to B1 from B2. The outlook was
changed to stable from negative. In approximately three business
days, Moody's will remove the LD designation from the PDR which
will remain at Caa1.

Corporate family rating, to Caa1 from Caa2

Probability of default rating, to Caa1/LD from Caa2 (will revert
to Caa1 in approximately 3 business days)

$35 million first lien revolver due 2014, to B1 (LGD-2, 22%) from
B2 (LGD-2, 19%)

$275 million first lien term loan due 2016, to B1 (LGD-2, 22%)
from B2 (LGD-2, 19%)

The following rating was affirmed (with updated LGD assessments):

$75 million second lien term loan due 2016, at Caa2 (LGD-4, 62%)
from (LGD-4, 52%)

RATINGS RATIONALE

OHL executed a debt refinancing on December 15, 2011 in which
OHL's parent company ("OHH Acquisition Corporation")'s $100.8
million 10% Subordinated Notes (unrated) were exchanged for $100.8
million Series B 8.5% Preferred Stock. As part of the refinancing,
an incremental $70 million of 15% Series A Preferred Stock was
also issued by OHH Acquisition Corporation. OHL's private equity
sponsor held the original subordinated notes and now holds the new
Series A and Series B preferred stock. Prior to the equity for
debt exchange, on September 30, 2011, OHL executed amendments to
its first and second lien bank credit facilities which increased
the headroom under its financial covenants.

The upgrade of the CFR to Caa1 from Caa2 is based on Moody's view
that the company's probability of default has decreased as a
result of the equity infusion (in the form of preferred stock)
from the private equity sponsor which has led to the repayment of
$30 million of first lien bank debt, the paydown of revolver
borrowings, and additional cash on the balance sheet to fund
investments in IT. In addition, Moody's believes the recently
amended covenants have improved the company's liquidity profile to
adequate from weak as the company is anticipated to have good
covenant headroom over the next twelve months.

However, at the same time, the Caa1 CFR also reflects Ozburn-
Hessey's highly levered capital structure, weak EBIT to interest
coverage (well under one times) and negative free cash flow.
Moody's expects that the company's financials are not likely to
improve meaningfully throughout the intermediate term given the
ongoing economic uncertainty. Moody's acknowledges that Ozburn-
Hessey benefits from the broad range of services it offers and the
company's diverse and well established customer base that serves
stable end markets including consumer packaged goods, food and
beverage and healthcare. Nonetheless, the combination of weaker
operating results and negative free cash flow is not likely to
improve meaningfully over the intermediate term based on continued
supply constraints in the trucking industry which have raised the
company's costs and squeezed its operating margins.

The change in outlook to stable from negative reflects the
adequate liquidity profile subsequent to these transactions
largely stemming from the increase in future covenant headroom.

Although positive momentum in the ratings and/or outlook is not
likely in the near term, a ratings upgrade would be considered if
the company begins to generate positive free cash flow on a
consistent basis and if EBIT/interest improves to 1.0x and
debt/EBITDA falls to 5.8x and these metrics are sustained at those
levels.

If the company's margins were to not improve from current levels
or of liquidity were to deteriorate, these events could trigger a
negative action. Credit metrics that would likely accompany the
aforementioned include: debt/EBITDA above 7.0 times by the end of
2012, EBIT to interest below 0.5x and persistent negative free
cash flow.

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

Ozburn-Hessey Holding Company, LLC, headquartered in Nashville,
TN, is a provider of third-party logistics and related services,
including warehouse management, truck brokerage, customs
brokerage, freight forwarding, and dedicated contract carriage.
Ozburn-Hessey is a wholly-owned subsidiary of OHH Acquisition
Corporation, which is controlled by private equity group Welsh,
Carson, Anderson & Stowe. Ozburn-Hessey's gross revenues were
approximately $1.2 billion for the last twelve months ended
September 30, 2011.


PATRIOT NATIONAL: Eight Directors Elected at Annual Meeting
-----------------------------------------------------------
Patriot National Bancorp, Inc., held its 2011 Annual Meeting of
Shareholders on Tuesday, Dec. 13, 2011, in Stamford, Connecticut.
The Company did not solicit proxies for the meeting.  At the
Annual Meeting, shareholders elected eight directors, namely:

   (1) Michael A. Carrazza;
   (2) Christopher D. Maher;
   (3) Robert F. O?Connell;
   (4) Edward N. Constantino;
   (5) Kenneth T. Neilson;
   (6) Emile Van den Bol;
   (7) Michael Weinbaum; and
   (8) Raymond B. Smyth.

The shareholders ratified the appointment of KPMG LLP to serve as
the independent registered public accounting firm for the Company
for the year 2011.  The shareholders also approved the adoption
and ratification of the Patriot National Bancorp, Inc., 2012 Stock
Plan.

                   About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.

The Company reported a net loss of $15.40 million on
$35.61 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $23.88 million on
$42.97 million of total interest and dividend income during the
prior year.

The Company also reported a net loss of $15.90 million on
$21.44 million of total interest and dividend income for the nine
months ended Sept. 30, 2011, compared with a net loss of
$11.32 million on $27.56 million of total interest and dividend
income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $628.42
million in total assets, $577.75 million in total liabilities and
$50.67 million in total shareholders' equity.


PHH CORP: S&P Puts 'BB+/B' Issuer Credit Ratings on Watch Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on PHH
Corp., including the 'BB+/B' long- and short-term issuer credit
ratings, on CreditWatch with negative implications.

The CreditWatch placement follows PHH's withdrawal of its
previously announced public offering of $250 million in senior
unsecured notes because of market conditions. (It subsequently
issued $100 million by upsizing an existing bond.)

"In light of PHH's smaller debt offering, we are reassessing the
company's liquidity and financial flexibility," said Standard &
Poor's credit analyst Rian Pressman. "PHH has $1.3 billion of
unsecured debt outstanding, including $672 million of unsecured
debt maturing within the next 15 months. We believe PHH has
adequate liquidity to repay its $249 million of convertible notes
due in March 2012. However, by our calculations, PHH will be
unable to repay its $423 million of senior unsecured notes due in
March 2013 exclusively from free corporate cash flows." S&P
believes some of PHH's options are:

    Raise additional funds in the public debt markets, which might
    be difficult if adverse market conditions persist.

    "Sell or secure previously unencumbered assets, including its
    $1.2 million of mortgage servicing rights (which we would view
    as a weakening of financial flexibility), to address longer-
    term debt maturities," S&P said.

    Reduce wholesale mortgage originations to generate liquidity
    to use for debt repayment.

    Extend the maturity of its current revolver past the optional
    one-year extension. (If PHH's committed $525 million credit
    facility is extended as expected in February 2012, it will
    mature days before its $423 million of unsecured debt
    matures.)

"In resolving the CreditWatch, we will focus on PHH's strategy to
repay senior unsecured debt coming due over the next 15 months in
light of recent difficult market conditions (which may continue to
worsen) and PHH's operations in the uncertain U.S. residential
mortgage market, which we believe have contributed to PHH's
historically high unsecured funding costs. The uncertainty in the
residential mortgage market pertains to origination levels,
pricing trends, and home values, as well as government officials'
heightened attention to mortgage-servicing practices. We expect to
complete our review shortly and could lower the rating by multiple
notches," S&P said.


PHOENIX LIFE: Moody's Affirms Ba2 IFS Rating; Outlook Positive
--------------------------------------------------------------
Moody's Investors Service has affirmed the B3 senior debt rating
of The Phoenix Companies, Inc. (Phoenix; NYSE: PNX) and the Ba2
insurance financial strength (IFS) rating of the company's life
insurance subsidiaries, led by Phoenix Life Insurance Company
(Phoenix Life). In addition, the B1 debt rating on Phoenix Life's
surplus notes was also affirmed. The outlook on all the ratings
was changed to positive from stable.

RATINGS RATIONALE

According to Moody's Assistant Vice President, Shachar Gonen, "The
rating affirmation and positive outlook on Phoenix and its life
subsidiaries reflects the group's stabilized and improving
financial profile, following significant restructuring efforts."
Moody's added that the positive outlook recognizes Phoenix Life's
improving capital adequacy (NAIC Risk Based Capital ratio exceeded
300% at September 30, 2011), which is expected to remain robust,
as well as positive earnings momentum.

Moody's comments that Phoenix's restructuring efforts in 2009
dramatically reduced expenses by over 30% and recently announced
plans for additional operational improvements will help right-size
the company. While the company's profitability is still modest, it
has been steadily improving as investment losses continue to
decline. The improved profitability has increased Phoenix's GAAP
and statutory equity, leading to greater financial flexibility as
the cash coverage metric is expected to exceed 3x at year-end
2011.

The rating agency adds that Phoenix has been able to establish its
new independent marketing organization (IMO) distribution channel
to generate product sales in 2011, mostly concentrated in fixed
index annuities. Moody's expects that new business will be written
on a profitable basis with appropriate risk management given
pressure for the company to use aggressive pricing and/or product
features to gain market share. Gonen added, "Phoenix will be
challenged to reduce its sales concentration in fixed index
annuities and profitably grow in traditional life insurance
markets."

The rating agency said that the ratings for Phoenix are based upon
Phoenix Life's large historical block of participating and other
forms of life insurance, good liquidity and stable liability
profile. Phoenix has consistently maintained liquid resources to
cover at least two years of holding company liquidity needs.
Conversely, Moody's commented that offsetting these strengths are
Phoenix's relatively weak market position and product
diversification.

Moody's said these factors could result in an upgrade: return on
capital (ROC) consistently above 3%; NAIC RBC ratio maintained
above 300%; consolidated financial leverage at Phoenix below 40%
and cash flow coverage of greater than 3x on a consistent basis;
persistency on the company's existing inforce policies remains
consistent with current levels.

Conversely, the following factors could lead to a return of
Phoenix's outlook to stable from positive: NAIC RBC ratio
maintained below 275%; gross asset losses above $50 million (pre-
tax) in 2012; consolidated financial leverage above 40% or cash
flow coverage less than 3x; cash outflows on the company's
existing policies substantially increase from their current pace.

The following ratings were affirmed with the outlook moved to
positive from stable:

Phoenix Companies, Inc. -- senior unsecured debt rating at B3;

Phoenix Life Insurance Company -- insurance financial strength
rating at Ba2, surplus note rating at B1;

PHL Variable Insurance Company -- insurance financial strength
rating at Ba2.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Life Insurers published in May 2010.

Phoenix is an insurance organization headquartered in Hartford,
Connecticut. As of September 30, 2011, Phoenix reported total
assets of about $21 billion and stockholders' equity of
approximately $1.2 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


PREGIS CORP: S&P Affirms 'B-' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on Deerfield, Ill.-based Pregis
Corp. and removed them from CreditWatch, where S&P placed them
with developing implications on Oct. 4, 2011. The outlook is
developing.

"Our rating actions follow Pregis' recent announcements regarding
its divestment and reorganization plans," said Standard & Poor's
credit analyst Henry Fukuchi. "This information has, in our view,
lowered the likelihood that we would change the corporate credit
rating from 'B-'. However, we still have some uncertainty
regarding the company's credit risk over the next year. Our
developing outlook reflects the possibility that we could raise,
affirm, or lower the ratings over the coming year pending further
information on Pregis' divestment and reorganization plans and our
reassessment of its business and financial risk profiles."

"The ratings on Pregis reflect our assessment of the company's
financial profile as 'highly leveraged' (as our criteria define
the term) with less-than-adequate liquidity, limited free
operating cash flow, and 7.1x leverage as of Sept. 30, 2011. We
characterize Pregis' business profile as 'weak' under our
criteria, primarily due to the company's vulnerability to volatile
plastic resin costs and competitive industry conditions,
particularly during periods of macroeconomic weakness. This
overshadows its good customer and end-market diversity as the
second-largest protective packaging company in both the U.S. and
Europe," S&P said.

"The outlook is developing. As Pregis continues to make progress
in reorganizing its business, we will reassess our ratings on the
company. Consequently, we could raise, affirm, or lower the
ratings over the coming year. For a higher rating, Pregis would
need to successfully complete its reorganization plan, address
upcoming maturities with a well-placed refinancing, and have
favorable business prospects and sufficient liquidity. On the
other hand, we could lower the rating if the company has trouble
with its reorganization, refinancing, or profitably and
liquidity," S&P said.


PROFESSIONAL VETERINARY: Amended Liquidating Plan Confirmed
-----------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney on Dec. 13 confirmed the First
Amended Joint Plan of Liquidation filed by Professional Veterinary
Products Ltd., Exact Logistics LLC, and Pro Conn LLC, and the
Official Committee of Unsecured Creditors in the Debtors' cases.
The Court, however, set aside ruling on the plan objection filed
by Agri-Laboratories Ltd.

Agri-Laboratories disputes the treatment of its claim in the First
Amended Plan.  On Dec. 12, 2011, a hearing was held on the
confirmation of the plan and the Court was informed that counsel
for Agri-Labs had agreed that the plan could be confirmed while
its objection remained pending.  The Court was informed that there
were sufficient funds available to satisfy the claim no matter
which way the Court decided on the objection.

As of the Aug. 20, 2010 petition date, Professional Veterinary
Products owed Agri-Labs $544,066, without including setoff of
amounts owed from Agri-Labs to PVP.

PVP and Agri-Labs are parties to a distribution agreement, wherein
PVP was appointed as distributor of products sold by Agri-Labs.
The deal is renewed on an annual basis.  The most recent
distribution agreement provides that "PVP may from time to time
become entitled to certain special promotions, sales spiffs,
promotional allowances, member promotional allowances, sales
rebates and similar incentives from Agri-Labs based on the sale of
Products and/or based upon other performance factors."  The
parties have stipulated that PVP accrued $214,215.78 in
promotional allowances under the distribution agreement and that
such accrual occurred prior to any breach or termination of the
distribution agreement.

PVP and Agri-Labs are also parties to several agreements to
consummate the purchase of 15,000 shares of Class A common stock
of Agri-Labs for the purchase price of $143,850, which it paid.
The agreements provided that should the shares be redeemed by
Agri-Labs, the purchase price of such redemption should equal the
book value of the shares.  The shares' book value on Oct. 31,
2011, was $495,900.

Under the First Amended Plan, PVP proposes to satisfy Agri-Labs'
secured claim by surrendering the shares to Agri-Labs at book
value, and then, if there remains some amount of debt as an
unsecured claim, to offset that debt to the extent of the
promotional allowances that accrued prior to the breach.

Agri-Labs objects to such treatment, arguing that it has the right
to repurchase the shares, but not the obligation to do so.  In
other words, the agreements provide that before PVP can sell the
shares to any other party, they must first be offered to Agri-Labs
which may or may not exercise its right to purchase.  In addition,
Agri-Labs takes the position that the book value of the shares
does not represent actual value of the shares except in the
limited case if it opted to exercise its right to purchase.

With regard to the promotional allowances, Agri-Labs takes the
position that its contractual arrangements allow it to suspend or
eliminate any promotional allowance that has not been paid when a
breach of any portion of the agreement has occurred.  Agri-Labs
claims that it has suspended or eliminated the unpaid amounts and
therefore they cannot be set off against the debt owed by PVP.

In a Dec. 16 order, Judge Mahoney granted Agri-Labs' Objection
with regard to the value of the shares and denied with regard to
the promotional allowances.  Judge Mahoney said PVP is correct
that it has statutory authority to surrender the shares, but that
authority requires the Debtor to provide the creditor with the
indubitable equivalent of its claim.

Judge Mahoney also held that although Agri-Labs holds a secured
claim equal to the value of its collateral (the shares), because
there is no evidence of value, its claim is unsecured for the
purpose of distribution of property of the estate.

Judge Mahoney noted that the agreement has a fallback procedure if
Agri-Labs declines to exercise its option to purchase the shares.
Under that circumstance, the Court held that the Debtor is
permitted to go into the open market and attempt to sell the
shares.

PVP's Liquidating Plan provides, among other things, that on its
effective date, (a) all equity interests of the Debtors will be
deemed cancelled and will be of no further force and effect; (b)
title to all property of the Debtors' estates will pass to and
vest in a liquidating trust, from which general unsecured
creditors will receive a pro rata distribution from remaining
available cash after payment of all post-confirmation expenses and
allowed administrative, priority and secured claims; (c) the
directors and officers of the Debtors will be deemed to have
resigned or been terminated and (d) the Debtors will be deemed
liquidated and dissolved as legal entities.

The effective date of the Plan will be Jan. 26, 2012.

A copy of Judge Mahoney's Dec. 16 decision is available at
http://is.gd/HpQqmAfrom Leagle.com.

              About Professional Veterinary Products

Professional Veterinary Products Ltd. -- http://www.pvpl.com/--
operated a veterinary supply company owned and managed by
veterinarians.

PVP and affiliates Pro Conn LLC and Exact LLC Logistics sought
Chapter 11 protection (Bankr. D. Neb. Case Nos. 10-82436 thru
10-82438) on Aug. 20, 2010, in Omaha.  PVP reported $89.79 million
in total assets, $78.23 million in total liabilities, and $11.56
million in stockholders' equity at April 30, 2010.

The Company hired McGrath North Mullin & Kratz PC LLC, as
bankruptcy counsel and Alliance Management as financial and
restructuring advisors.


PROVIDENT FIN: Fitch Affirms 'BB+' Jr. Sub. Securities Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Unum Group Inc.'s (NYSE: UNM) holding
company ratings, including the senior debt rating at 'BBB', as
well as the Insurer Financial Strength (IFS) ratings of all
domestic operating subsidiaries at 'A'.  The Rating Outlook is
Stable.

The rating rationale includes UNM's overall operating performance
which has remained strong despite a weak global economy;
conservative investment portfolio; solid capital and liquidity at
both the insurance subsidiary and holding company levels; the
company's leadership position in the U.S. employee benefits
market; and increased diversification from the United Kingdom and
worksite products.

The Stable Outlook reflects Fitch's belief that while UNM's
premium growth and operating margins continue to be challenged by
the weak economic environment and competitive market conditions,
the company's overall profitability will continue to support the
current rating.  The U.S. group disability insurance benefit
ratio, the biggest driver of UNM's overall benefit ratio, has
increased slightly in 2011.  The increase was due to a higher
level of volatility in the company's new claim incidence and the
reduction in the discount rate on new claims due to the continued
low interest rate environment.  Nonetheless Fitch believes UNM's
profitability remains better than its peers.  UNM UK's results
have shown significant deterioration over the past two years.  In
response, UNM UK has implemented rate increases and claims
management improvements, both of which should improve
profitability going forward.

Fitch believes UNM's investment portfolio is well-positioned to
ride out the credit market volatility largely due to a reduction
in credit exposure and better interest rate risk management over
the last several years.  UNM reported after-tax realized losses
from sales and write-downs of $12.3 million during the first nine
months of 2011.  UNM's fixed income portfolio was in a $5.7
billion net unrealized gain position at Sept. 30, 2011.

During the first nine months of 2011 UNM repurchased approximately
$620 million of its shares.  Fitch's expectation is that further
share repurchases will be funded through operating earnings and
will not increase financial leverage or affect the capitalization
of the operating subsidiaries.  Further, Fitch generally views
measured stock repurchase as a more prudent use of capital than
acquisitions or premium growth in a soft rate environment.

Financial leverage was 21.8% on Sept. 30, 2011.  Fitch considers
UNM's debt service capacity as being adequate for the rating level
and expects run-rate, GAAP earnings based interest coverage to
remain near 10x.  Holding company liquidity totaled $647 million
at Sept. 30, 2011 down from approximately $1 billion at year-end
2010.

Fitch affirms the following ratings with a Stable Outlook:

Unum Group Inc.

  -- Issuer Default Rating (IDR) at 'BBB+';
  -- 7.125% senior notes due Sept. 30, 2016 at 'BBB';
  -- 7% senior notes due July 15, 2018 at 'BBB';
  -- 5.625% senior notes due 2020 at 'BBB';
  -- 7.25% senior notes due March 15, 2028 at 'BBB';
  -- 6.75% senior notes due Dec. 15, 2028 at 'BBB';
  -- 7.375% senior notes due June 15, 2032 at 'BBB'.

Provident Financing Trust I

  -- 7.405% junior subordinated capital securities at 'BB+'.

UnumProvident Finance Company plc,

  -- 6.85% senior notes due Nov. 15, 2015 at 'BBB'.

Unum Group members:
Unum Life Insurance Company of America
Provident Life & Accident Insurance Company
Provident Life and Casualty Insurance Company
The Paul Revere Life Insurance Company
The Paul Revere Variable Annuity Insurance Company
First Unum Life Insurance Company
Colonial Life & Accident Insurance Company
  -- IFS at 'A'.


QUANTUM FUEL: To Sell 10.5 Million Units at $0.95 Apiece
--------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., announced the
pricing of its previously announced public offering of 10,526,315
units, with each unit consisting of one share of common stock and
one warrant to purchase 0.60 of a share of common stock pursuant
to the Company's shelf registration statement filed with the
Securities and Exchange Commission.  The Company has agreed to
sell the units at a price of $0.95 per unit and has granted the
underwriters a 30-day option to purchase up to 1,509,062
additional units to cover over-allotments, if any.

Proceeds to the Company from the offering, net of underwriting
discounts, will be approximately $10.5 million if the
underwriters' over-allotment option is exercised in full and $9.2
million if the over-allotment option is not exercised.  The
offering is expected to close on Dec. 21, 2011.

The Company will use the net proceeds of the offering for the
repayment of approximately $10.0 million of principal and accrued
interest for certain of the Company's outstanding indebtedness
owing to the Company's senior secured lender and the payment of
offering expenses.

Merriman Capital, Inc., is acting as the sole book-running manager
for the offering and J.P. Turner & Company, L.L.C., is acting as
joint lead-manager for the offering.

The offering is being made by way of a shelf registration
statement, which has been filed and declared effective by the SEC.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

The Company reported a net loss attributable to stockholders of
$16.26 million on $19.77 million of total revenue for the six
months ended Oct. 31, 2011, compared with a net loss attributable
to stockholders of $3.06 million on $7.44 million of total revenue
for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


REALOGY CORP: Apple Ridge Borrows $296MM of Series 2011-1 Notes
---------------------------------------------------------------
As previously disclosed, on Dec. 14, 2011, Realogy Corporation
and its subsidiaries entered into agreements to amend and extend
the existing Apple Ridge Funding LLC securitization program
utilized by Realogy's relocation services operating unit, Cartus
Corporation.  The transaction closed on Dec. 16, 2011, with the
issuance of a new series of secured variable funding notes issued
by Realogy's wholly owned subsidiary, Apple Ridge Funding LLC to
various commercial paper conduits and one financial institution.
At the closing, Apple Ridge borrowed $296 million in aggregate
principal amount of Series 2011-1 Notes, the proceeds of which
together with $3 million of cash on hand at Apple Ridge were used
to redeem the notes issued in 2007 under the facility.  Under the
amended facility, the term has been extended until Dec. 11, 2013.
The Series 2011-1 Notes bear interest based on variable commercial
paper rates plus a spread or at the one-month LIBOR rate plus a
spread, and have a maximum borrowing capacity of $400 million,
based on the amount of the eligible assets being financed at any
given point in time.

The Series 2011-1 Notes were authorized pursuant to the Series
2011-1 Indenture Supplement, dated as of Dec. 16, 2011, between
Apple Ridge, as issuer, and U.S. Bank National Association, as
indenture trustee, paying agent, authentication agent, transfer
agent and registrar, which modifies the Master Indenture, dated as
of April 25, 2000, among Apple Ridge, U.S. Bank, as indenture
trustee, and U.S. Bank, as paying agent, authentication agent and
transfer agent and registrar.

The indenture trustee and its affiliates have performed and may in
the future perform, various commercial banking, investment banking
and other financial advisory services for Realogy and its
subsidiaries for which they have received, and will receive,
customary fees and expenses.

In connection with the redemption of the notes issued in 2007
under the Apple Ridge securitization facility, the following
agreements were terminated on Dec. 16, 2011:

   -- the Amended and Restated Series 2007-1 Indenture Supplement,
      dated as of April 10, 2007, and amended and restated as of
      July 6, 2007, as amended, between Apple Ridge and The Bank
      of New York Mellon, as indenture trustee, paying agent,
      authentication agent and transfer agent and registrar; and

   -- the Amended and Restated Note Purchase Agreement, dated as
      of April 10, 2007, and amended and restated as of July 6,
      2007, as amended, among Apple Ridge, Cartus, as servicer,
      Crdit Agricole Corporate and Investment Bank, as
      administrative agent and lead arranger, and the persons from
      time to time party thereto as managing agents, committed
      purchasers and conduit purchasers.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company reported a net loss of $285 million on $3.16 billion
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $7 million on $3.12 billion of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $7.89
billion in total assets, $9.24 billion in total liabilities and a
$1.34 billion total deficit.

                           *     *     *

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REGIONALCARE HOSPITAL: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to RegionalCare Hospital Partners. "Our rating
outlook on the company is stable," S&P said.

"We also assigned the company's $100 million revolving credit
facility due 2016 and $295 million term loan B due 2018 an issue-
level rating of 'B' (at the same level as the 'B' corporate credit
rating on the company) with a recovery rating of '3', indicating
our expectation of meaningful recovery (50% to 70%) for lenders in
the event of a payment default," S&P said.

"In addition, we assigned the company's $65 million second-lien
term loan due 2019 an issue-level rating of 'CCC+' (two notches
below the corporate credit rating) with a recovery rating of '6'
(0% to 10% recovery expectation)," S&P said.

"The low-speculative-grade rating on Brentwood, Tenn.-based
RegionalCare Hospital Partners reflects the company's earnings
concentration in a small number of its facilities and its 'highly
leveraged' financial risk profile (as our criteria define the
term). RegionalCare faces reimbursement risks as well as a
'vulnerable' business risk profile that is characterized by
numerous local market risks in its relatively small, concentrated
hospital portfolio," S&P said.

"RegionalCare is a young company with little history, because it
acquired all of its four hospitals within the past two years. The
recently completed acquisition of Essent Healthcare boosts the
company to seven hospitals in six states. This rapid growth, and
our expectation that the company will continue growing
aggressively, will test its ability to effectively integrate
operations and manage the unique challenges in the respective
markets. We believe some of the keys to RegionalCare's success
include physician recruitment and retention, and the ability to
broaden and strengthen the care it provides at a local level,
boosting local-market competitiveness and reducing the
outmigration of patients to other communities," S&P said.

"Because of its growing portfolio, the uncertain success of its
local hospital operating improvement strategies, significant
earnings concentration, and volatile reimbursement environment, we
believe RegionalCare's earnings could be vulnerable. Reimbursement
is a particularly important risk factor, in our view, because of
efforts at both the national and state levels to control health
care costs," S&P said.

"A large percentage of RegionalCare's EBITDA is derived from just
a few hospitals. Because of this still relatively small portfolio,
we think RegionalCare will remain exposed to unanticipated
difficulties, such as local economic problems, physician
recruitment, or competition in individual markets. We believe
RegionalCare will continue to pursue acquisitions over time to
better diversify its hospital portfolio," S&P said.

"RegionalCare's high leverage results from the recent transaction
to acquire three hospitals and the nature of the company's $267
million of equity, which is in the form of preferred stock held by
the owner. Our debt calculation includes treatment of the
company's payment-in-kind preferred stock as 100% debt, consistent
with our published criteria. However, we recognize the qualitative
benefits, including financial flexibility, and inability to pay
dividends prior to the maturity of the proposed debt. Cash flow
protection measures reflect this significant debt leverage, which
is typical for a young, expanding company. Our calculation of
RegionalCare's lease-adjusted debt to EBITDA on a pro forma basis
of more than 9x is well above the 5x threshold for a company that
we consider to be 'highly leveraged,'" S&P said.


RESIDENTIAL CAPITAL: DBRS Affirms Issuer Debt Rating at 'C'
-----------------------------------------------------------
DBRS, Inc. (DBRS) has revised its review of the ratings of
Residential Capital, LLC (ResCap or the Company), including its
Issuer and Long-Term Debt ratings, to Under Review Developing from
Under Review with Positive Implications, where they were placed on
February 4, 2011.  The Issuer and Long-Term Debt ratings of ResCap
remain at "C".

DBRS's rating action reflects the sizeable losses generated by the
Company in 3Q11, which has materially reduced its tangible net
worth covenant cushion.  For the three months to September 30,
2011, ResCap's financial results were negatively impacted by a
sizeable valuation charge taken against the mortgage servicing
rights (MSR) asset, reflecting the decrease in interest rates
during the period.  The charge resulted in ResCap reporting a $442
million loss for the quarter and a loss for the nine months ending
September 30, 2011.  The loss reduced the Company's tangible net
worth to $331 million from $846 million at year-end 2010, which is
approaching the $250 million minimum covenant.

The change in the review status also reflects DBRS's opinion that
there is increased uncertainty as to the willingness of the
Company's parent, Ally Financial, Inc. (Ally) to provide
additional funding and capital support, should it be required,
given recent statements by management, which stressed the legal
separateness of the entities and its intent to protect Ally's core
auto business.  Nonetheless, DBRS acknowledges ResCap's
management's proven ability to de-risk its balance sheet and
manage through extraordinarily challenging operating conditions.

DBRS notes the ratings of Ally Financial, including its Issuer
Rating of BB (low), are unaffected by this rating action.  The
trend on the rating remains Positive.


ROOMSTORE INC: Inks Credit Agreement for $14 Million DIP Financing
------------------------------------------------------------------
On Dec. 13, 2011, the U.S. Bankruptcy Court for the Eastern
District of Virginia entered an interim order authorizing
RoomStore, Inc., to execute all documents necessary to obtain
postpetition, debtor-in-possession financing in the amount of
$14 million from Wells Fargo Bank, the Company's existing lender.
To secure repayment of all prepetition and postpetition
obligations, Wells Fargo was granted a first priority and
perfected security interest and lien on all assets of the Company,
except for the Company's real property located at 1008 Highway 501
in Myrtle Beach, South Carolina.

On Dec. 15, 2011, the Company executed a Ratification and
Amendment Agreement in order to obtain and secure the DIP
financing.

Richmond, Va.-based RoomStore, Inc., is a home furnishings and
bedding retailer in the United States which operates 66 stores (as
of Aug. 31, 2011) located in the states of Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Alabama, Florida and
Texas.  The Company also offers its home furnishings through
Furniture.com, a provider of internet-based sales opportunities
for regional furniture retailers.  The Company owns 65% of
Mattress Discounters Group, LLC ("MDG") which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

For the six months ended Aug. 31, 2011, the Company has reported a
net loss of $7.7 million on $138.0 million of sales, compared with
a net loss of $2.5 million on $170.6 million of sales for the six
months ended Aug. 31, 2010.  According to the Company, its sales
were negatively affected by the continuing weakness in the
national economy and a significantly weaker furniture retail
industry.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.

RoomStore, Inc.. filed for Chapter 11 protection (Bankr. E.D. Va.
Case No. 11-37790) on Dec. 12, 2011.  The reorganization of the
Company is expected to result in the closing of a significant
number of stores and reductions in staffing and overhead expenses.

Judge Douglas O. Tice, Jr., presides over the case.  Troy Savenko,
Esq., at Kaplan & Frank, PLC, in Richmond, Va., serves as counsel
for the Debtor.  The Debtor's general bankruptcy counsel is
Lowenstein Sandler PC.  In its petition, the Debtor listed
estimated assets and debts of between $10 million and $50 million
each.

The petition was signed by Stephen Girodano, president and chief
executive officer.


RSC EQUIPMENT: S&P Puts B+ Corporate Credit Rating on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on RSC Equipment Rental Inc. on CreditWatch with
negative implications following the announcement that United
Rentals Inc. (URI) has agreed to acquire RSC in a deal valued at
about $4.2 billion, including the assumption of debt.

"The CreditWatch placement on RSC resulted primarily because our
credit rating on URI, the acquirer, is one notch lower than our
current 'B+' rating on RSC," said Standard & Poor's credit analyst
John Sico. "Although we believe the combination will result in a
company with greater scale, we think leverage of the combined
company will be in line with a 'B' corporate credit rating."

The deal, combining the two largest equipment rental companies --
RSC is No. 2, would enhance URI's leading position in the still
highly fragmented and competitive industry. However, the
additional debt to fund the transaction -- including the assumed
debt -- would increase pro forma leverage at the combined company.

"Although our assessment of the business risk profile remains
'fair,' we think that the combined companies could benefit from
broader market coverage, better purchasing power, and cost
synergies from eliminating overlapping locations," S&P said.

"Both companies have benefited from the recovery in industrial
markets, which we believe will continue. In addition, outsourcing
has increased the number of customers renting equipment. Although
construction markets remain in the deepest and longest downturn in
recent history, some signs indicate that the cycle may have
bottomed out, so the construction markets may eventually improve,"
S&P said.

"We will review more details about the transaction, including the
amount of secured and unsecured debt, as they become available.
Based on the companies' announcement, we expect URI to repay the
secured debt outstanding, including RSC's asset-based lending
facility and senior secured notes, so we expect to withdraw these
ratings. We would expect to resolve the CreditWatch when the
transaction closes, which should be in the second quarter of
2012," S&P said.


SARGENT RANCH: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Sargent Ranch, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of California its schedules of assets and
liabilities, disclosing:

   Name of Schedule               Assets         Liabilities
   ----------------            ------------      -----------
A. Real Property              $716,100,000
B. Personal Property                    $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $46,500,000
E. Creditors Holding
   Unsecured Priority
   Claims                                           $542,254
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $11,079,725
                               ------------      ------------
      TOTAL                    $716,100,000      $58,121,979

A copy of the schedules is available for free at:

         http://bankrupt.com/misc/sargentranch.doc.12.pdf

San Diego, Calif.-based Sargent Ranch, LLC, filed for Chapter 11
relief (Bank. S.D. Calif. Case No. 11-18853) on Nov. 18, 2011.
Judge Laura S. Taylor presides over the case.  Brendan K. Ozanne,
Esq., at Dawson & Ozanne, in La Jolla, Calif., represents the
Debtor as counsel.  In its petition, the Debtor listed estimated
assets of $500 million to $1 billion and estimated debts of $50
million to $100 million.

The petition was signed by Wayne F. Pierce, managing member.


SINO-FOREST: Gets Default Notice; Forms Restructuring Committee
---------------------------------------------------------------
Sino-Forest Corporation has received written notices of default
dated Dec. 16, 2011 in respect of its Senior Notes due 2014 and
its Senior Notes due 2017.  The notices, which were sent by the
Trustee under the Senior Note Indentures, reference the Company's
previously disclosed failure to release its 2011 third quarter
financial results on a timely basis.  An "Event of Default" under
the Senior Note Indentures will have occurred if the Company fails
to cure or otherwise fails to address the breach of indenture
giving rise to the notices of default within 30 days following
receipt of the notices.  The Company does not expect to be able to
file the Q3 Results and cure the default within the 30 day cure
period.

The Company and its advisors met on Dec. 14, 2011 with an ad hoc
committee of note holders and their legal counsel.  The Company
was informed by the ad hoc committee's legal counsel that the note
holders attending and others represented at the meeting by legal
counsel hold a substantial portion of the Company's four series of
senior and convertible notes.  As there is no registry of
beneficial holders for the notes, the Company cannot independently
verify the holdings of those who attended or were represented by
counsel.  The note holders and their legal counsel expressed a
willingness to work cooperatively with the Company in an effort to
preserve value for the benefit of the Company's stakeholders.  The
Company has since been informed that the note holders present at
the meeting or represented by counsel did not initiate or support
the issuance of the notices of default that the Company has
received from the Trustee.

The Company's breach of the Senior Note Indentures relating to the
Q3 Results can be waived for a series of Senior Notes by the
holders of at least a majority in principal amount of that series.
The Company has begun discussions with its note holders with a
view to obtaining waivers under the two relevant series of Senior
Notes or with a view to having the Trustee withdraw the notices of
default.  There can be no assurance that the notices of default
will be withdrawn or that any such waivers will be obtained.

If the notices are not withdrawn and the required waivers are not
obtained within the 30 day cure period, and the Q3 Results are not
filed within the 30 day cure period, an Event of Default will have
occurred under each series of Senior Notes.  Under the Senior Note
Indentures, if such an Event of Default occurs and is continuing,
the Trustee or the holders of at least 25% in aggregate principal
amount of a series of Senior Notes may by written notice declare
the principal of, premium, if any, and accrued and unpaid interest
on that series of Senior Notes to be immediately due and payable.
Upon a declaration of acceleration, such amount would become
immediately due and payable.  Also, the trustee under the Senior
Note Indentures may pursue any available remedy to collect the
payment of principal of and interest on the Senior Notes or to
enforce the performance of any provision of the Senior Notes or
the Senior Note Indentures.  In addition, the trustee under the
Senior Note Indentures may instruct the "Security Trustee" to
foreclose on the collateral pledged by the Company and its
affiliates in respect of the Senior Notes.

As the Company has previously disclosed, the Board has determined
that it must consider all strategic options available to the
Company.  Those options may include the recapitalization of the
company, the sale of some or all of its business or assets, as
well as creditor-protection or other insolvency-related
proceedings in jurisdictions in which the Company and its
subsidiaries carry on business.

On Dec. 16, 2011 the Board of Directors established a Special
Restructuring Committee of the Board, comprised exclusively of
directors independent of management of the Company, for the
purpose of supervising, analyzing and managing the strategic
options available to the Company.  The members of the Committee
are Mr. William Ardell, Chair of the Board of Directors, who will
be Chair of the Committee, and Mr. Garry West.

The Company has commenced discussions with its stakeholders, and
the success of these discussions will be a key element in
determining the future of the Company and the courses of action
available to it.

The aggregate amount of principal owing under the four series of
outstanding senior and convertible notes is approximately US $1.8
billion.  In addition to its outstanding senior and convertible
notes, as of Sept. 30, 2011, the Company has loan facilities in
China totaling US $70.5 million (unaudited).

                  About Sino-Forest Corporation

Sino-Forest Corporation -- http://www.sinoforest.com-- is a
leading commercial forest plantation operator in China. Its
principal businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products. Sino-Forest also holds a majority interest in Greenheart
Group Limited , a Hong-Kong listed investment holding company with
assets in Suriname (South America) and New Zealand and involved in
sustainable harvesting, processing and sales of its logs and
lumber to China and other markets around the world. Sino-Forest's
common shares have been listed on the Toronto Stock Exchange under
the symbol TRE since 1995.


SNOKIST GROWERS: Rabo, KeyBank Agree to Limited Cash Use
--------------------------------------------------------
Bankruptcy Judge Frank L. Kurtz signed off on a Stipulated Order
among Snokist Growers, Rabo AgriFinance and KeyBank, N.A., that
grants the Debtor limited authority to use cash collateral.

Rabo AgriFinance and KeyBank claim an interest in Snokist's cash
collateral.  The lenders have objected to Snokist's proposed use
of cash collateral to fund any lease payments or any 2011 or 2012
vacation payout at this time.  They also object to the use of its
cash collateral absent the provision of adequate protection.

Snokist agreed to provide adequate protection and defer its
request to fund the Disputed Payments until a continued hearing
date, prompting the lenders to agree to the limited cash use.

The parties agree that Rabo, KeyBank and any other secured party-
in-interest will retain all of their pre-petition security
interests in the Debtor?s cash collateral and other collateral.
As adequate protection for any diminution in the value of the
secured claims of any holders of valid and perfected lien claims
or security interests in the cash collateral used by the Debtor,
the Court grants an adequate protection lien against the same
category of property to which any valid lien of such party was
perfected prior to the filing of the case.  As additional adequate
protection, during the term of the Stipulated Order, the Debtor
will cooperate with such parties and provide them with full and
reasonable access to information respecting the cash collateral,
the Debtor's financial condition, assets, liabilities, and
prospects.

Pre-bankruptcy, Rabo and KeyBank provided Snokist with a $27
million revolving line of credit.  Roughly $26.5 million of the
facility is currently outstanding.  The debt is secured by
substantially all of Snokist's operating assets, including raw
product, inventory, equipment and accounts receivable.

Snokist said in court papers its cannery facility in Terrace
Heights is encumbered by a first priority deed of trust in favour
of Community Bank.  The approximate balance owing to Community is
$9.5 million, which is paid in monthly instalments.

Snokist's storage facility in Sawyer is encumbered by a first
priority deed of trust in favor of KeyBank.  The approximate
balance owing to KeyBank is $1.3 million, which is paid in monthly
instalments.

As of the petition date, Snokist believes that the approximate
value of its significant assets are:

     Cannery (including equipment)     $17,000,000
     Sawyer (including equipment)       $4,400,000
     Finished goods inventory          $41,233,000
     Supplies                             $860,000
     Accounts receivable                $5,600,000
                                     -------------
          Total                        $69,093,000

Pursuant to the Stipulated Order, Snokist will provide to Rabo's
and KeyBank's representatives, the U.S. Trustee, counsel for any
unsecured creditors committee appointed by the U.S. Trustee and
any other party requesting special notice, a weekly expenditure
report.

The Court will hold another hearing on the Cash Collateral use on
Dec. 22, 2011 at 1:30 p.m.

                       About Snokist Growers

Yakima, Washington-based Snokist Growers -- http://www.snokist.com
-- is a century-old cooperative of fruit growers.  Snokist
provides fresh and processed pears, apples, cherries, plums, and
nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor estimated assets and debts of $50 million
to $100 million.  The petition was signed by Jim Davis, president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com --
at McEwen Gisvold, LLP.  Counsel for KeyBank National Association
is Bruce W. Leaverton, Esq. -- leavertonb@lanepowell.com -- at
Lane Powell, P.C., in Seattle.


SRE INVESTMENTS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
SRE Investments LP filed with the Bankruptcy Court its schedules
of assets and liabilities and statement of financial affairs,
disclosing:

     Name of Schedule           Total Assets  Total Liabilities
     ----------------           ------------  -----------------
A - Real Property               $10,048,144

B - Personal Property              $100,280

C - Property Claimed
     as Exempt

D - Creditors Holding
     Secured Claims                                  $3,693,477

E - Creditors Holding
     Unsecured Priority Claims                               $0

F - Creditors Holding
     Unsecured Non-Priority
     Claims                                             $34,475
                                ------------  -----------------
                                 $10,148,424         $3,727,952

The Debtor said $2,953,318 of the Schedule E debt is owed to Bank
of Oklahoma N.A.

Tucson, Arizona-based SRE Investments, L.P., owns several lots at
Saguaro Ranch in Pima County, Arizona.  SRE Investments filed for
Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33247) on Dec.
6, 2011.  Judge Eileen W. Hollowell presides over the case.
Michael W. McGrath, Esq. -- ecfbk@mcrazlaw.com -- at Mesch Clark &
Rothschild, serves as the Debtor's counsel.


SRE INVESTMENTS: Sec. 341(a) Creditors' Meeting Set for Jan. 12
---------------------------------------------------------------
The U.S. Trustee in Phoenix, Arizona, will hold a Meeting of
Creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
Chapter 11 case of SRE Investments, L.P., on Jan. 12, 2012, at
11:30 a.m. at U.S. Trustee Meeting Room, James A. Walsh Court, 38
S Scott Ave, St 140, in Tucson.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

Tucson, Arizona-based SRE Investments, L.P., owns several lots at
Saguaro Ranch in Pima County, Arizona.  SRE Investments filed for
Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33247) on Dec.
6, 2011.  Judge Eileen W. Hollowell presides over the case.
Michael W. McGrath, Esq. -- ecfbk@mcrazlaw.com -- at Mesch Clark &
Rothschild, serves as the Debtor's counsel.  The Debtor scheduled
$10,148,424 in assets and $3,727,952 in liabilities, which include
$2,953,318 in secured debt owed to Bank of Oklahoma N.A.


ST. VINCENT: Moody's Maintains 'B1' Sr. Unsecured Ratings
---------------------------------------------------------
Moody's maintains these ratings on St. Vincent and the Grenadines,
Government of:

Senior Unsecured (foreign currency) ratings of B1

Long Term Issuer Rating (domestic and foreign currency) ratings of
B1

Short Term Issuer Rating (domestic and foreign currency) ratings
of NP

RATINGS RATIONALE

St. Vincent's B1 government bond rating incorporates the country's
low economic strength, high institutional strength, low government
financial strength, and very high susceptibility to event risk.

St. Vincent's low score for economic strength reflects its lack of
diversification and a track record of weak GDP growth, elements
that are partly offset by relatively high income levels for its
rating category. While St. Vincent's GDP per capita (PPP basis) of
$9,167 is low relative to much of Moody's rated universe, it is
almost double the B-median of $4,669. However, reducing debt
levels will be particularly challenging given the country's weak
economic prospects, which make it unlikely that it will be able to
grow out of its debt. Average annual growth for 2000-2010 was a
modest 2.2%. Moreover, the economy has contracted for the last 3
years as a result of the impact of the world financial crisis on
tourism and trade. While a recovery is underway in 2011, growth is
expected to remain modest. Traditionally dependent on agriculture,
the economy is shifting to greater reliance on tourism earnings,
but it continues to suffer from a lack of diversification. Both
agriculture and tourism are highly vulnerable to hurricanes, which
leaves the country's sovereign rating exposed to very high
susceptibility to event risk. Negative economic growth for three
consecutive years has affected the banking sector's health. Even
though in banks remain well-capitalized, there has been a rise in
non-performing loans. Last year, the authorities decided to sell
the state-owned National Commercial Bank to a private strategic
investor after it faced financial and operating problems.

The country's ratings are supported by its history of political
and policy stability, which is reflected in a high level of
institutional strength. The ratings incorporate the benefits
derived from St. Vincent's membership in the Eastern Caribbean
Currency Union (ECCU), which is the basis for the country's A3
foreign-currency bond ceiling. By delegating monetary and exchange
rate policy to the Eastern Caribbean Central Bank (the ECCU's
monetary authority) the country significantly diminishes the risk
of a loss of confidence in its currency or of a payment
moratorium.

The government's low financial strength is a result of its high
debt burden and difficulties reducing it. While central government
debt as a percentage of revenues had declined steadily from 255%
in 2005 to less than 165% in 2009, it rose back to nearly 200% in
2010 and remains well above the 150% median for B-rated countries
. As a percentage of GDP, central government debt increased to
52.5% from 47% the previous year. It is important to note,
however, that during the same period total public debt only rose
by 2.5% of GDP, to 61.5% in 2010 from 59% in 2009, due to a
decrease in the debt of public sector corporations.

Government debt ratios are particularly high for a country that
needs to maintain sufficient fiscal flexibility to address
recurring weather-related shocks, which can have a major impact on
government spending. Before taking into consideration one-time
revenues related to the sale of SDRs and privatization proceeds,
the fiscal deficit was stable at 2.6% of GDP in 2010, which
equaled the average over the previous five years. Over the next
two years, however, deficits are expected to increase to 4.5% - 5%
of GDP given the continued need to support infrastructure and
reconstruction efforts coupled with slow revenue growth.

Rating Outlook

The stable rating outlook reflects Moody's expectation that debt
levels will remain consistent with the current B1 rating despite
the projected increase in the fiscal deficit.

What Could Change the Rating - Up

An upgrade in St. Vincent's ratings would depend on improved
fiscal performance and reduced debt ratios, conditions that should
enable the country to better address natural weather-related
shocks.

What Could Change the Rating - Down

Evidence of a decline in potential economic growth or the impact
of a major natural disaster that could exacerbate an already high
debt burden would reduce fiscal flexibility and could lead to
ratings downgrade.

The principal methodology used in this rating was Sovereign Bond
Ratings published in September 2008.


SUPERMEDIA INC: S&P Lowers Corporate Credit Rating to 'SD'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based SuperMedia Inc. to 'SD' (selective default)
from 'CC'.

"In addition, we lowered our issue-level rating on the company's
secured debt to 'D' from 'C'," S&P said.

"The downgrade reflects the application of Standard & Poor's
criteria on subpar repurchase transactions, which we view as
tantamount to a default, to SuperMedia's recent subpar debt
repurchase. Moreover, the company's Nov. 8, 2011 amendment allows
for ongoing subpar repurchases of its term debt until 2014 as long
as certain conditions are met. The term loan is trading at a
significant discount to par value, which provides the company an
economic incentive to pursue further subpar buybacks. We believe
that these circumstances suggest a high probability of future
subpar buybacks," S&P said.

"We view the company's debt leverage and poor operating outlook as
indications of financial distress. We see significant risks of
continued structural and cyclical declines affecting the print
directory sector, as well as increased competition as small
business advertising expands across a greater number of
online marketing channels," S&P said.

"Debt to EBITDA, adjusted for operating leases and postretirement
obligations, was 3.9x for the 12 months ended Sept. 30, 2011, and
EBITDA coverage of interest expense was about 2.4x over the same
period. Debt maturities are minimal over the next several years.
The term loan matures on Dec. 31, 2015, and has no required
amortization, aside from a cash flow sweep of 67.5% of excess cash
flow. The company can use the remaining 32.5% of excess cash flow
to repurchase debt below par. Despite possible future buybacks, we
believe there is significant risk surrounding the company's
ability to refinance the full face value of its 2015 maturing debt
without a turnaround in the company's revenue," S&P said.

"On an adjusted pro forma non-GAAP basis (which eliminates the
impact from fresh-start accounting subsequent to the company's
emergence from bankruptcy), revenues dropped 18%, while EBITDA
fell 8.7% in the three months ended Sept. 30, 2011. Adjusting for
a one-time tax benefit in 2010, EBITDA would have increased 5%.
Under our base case scenario, we expect revenue and EBITDA over
the next 12 months will show, respectively, mid- and low-teen
percentage drops, reflecting ongoing advertising declines due to a
continued shift toward fast and efficient digital platforms," S&P
said.

"We will reassess the company's business outlook over the
intermediate term. Due to the modest amount of debt tendered, the
post-tender capital structure remains virtually unchanged. Our
reassessment will include the possibility of further subpar
repurchases," S&P said.


SURGERY CENTER: S&P Lowers Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Miami-based Surgery Center Holdings Inc. to 'B' from
'B+'. The rating outlook is stable.

"At the same time, we lowered the senior secured issue-level
rating to 'B' from 'B+'. The recovery rating remains '3'," S&P
said.

"The speculative-grade ratings on Surgery Center Holdings reflect
our expectation that it will contend with tight bank loan
covenants," said Standard & Poor's credit analyst Rivka Gertzulin,
"because of lower-than-expected surgical volume this year and the
effects of lower reimbursement from a large commercial payor in
its largest market." "The company has recently been challenged
with a rate decrease in a commercial contract where Surgery Center
Holdings became an in-network provider from an out-of-network
provider in Florida, its largest market. We expect surgical volume
to remain soft over the next year because of continued economic
weakness. Recent acquisitions and some other company initiatives
may add about 10% to EBITDA."

"Our stable rating outlook on Surgery Center Holdings reflects our
expectation the company will generate at least $10 million free
cash flow annually to reduce debt," added Ms. Gertzulin. "We also
expect the reimbursement environment to remain stable in the near
term, with some positive impact from higher Medicare reimbursement
in 2012. Our assumptions include the likelihood that that surgical
volume will remain soft in 2012."

"However, we could lower the ratings if EBITDA declines by more
than 5%, causing the credit facility covenant cushion to fall
below 5% next year. The company will likely need to generate cash
to reduce debt to be covenant compliant in 2013. Therefore, if
surgery volumes decline further because of prolonged economic
weakness and persistently high unemployment or if the company
endures another unfavorable commercial contract renewal, it could
be at risk for violating bank loan covenants and we could lower
the rating at least one notch," S&P said.

A higher rating is unlikely in the near term because the company's
limited size and scale and concentrated focus are likely to
preclude meaningful improvement in its business risk profile. At
the same time, the financial risk profile is likely to remain
highly leveraged because significant EBITDA growth will be
difficult to achieve over the next year.


TENET HEALTHCARE: Series A Preferred Stock Delisted from NYSE
-------------------------------------------------------------
The New York Stock Exchange LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Tenet Healthcare Corp's Rights to Purchase Series
A Junior Participating Preferred Stock on NYSE.

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

"Volume growth was very strong in our third quarter," said Trevor
Fetter, president and chief executive officer.  "Adjusted
admissions growth of 2.3 percent and surgery growth of 3.2 percent
drove a 3.5 percent increase in net operating revenues.  This top
line growth was further leveraged by excellent cost control and
attractive pricing increases in our new contracts with commercial
managed care payers.  Given this progress across our key
performance metrics, we are pleased to reconfirm our 2011 EBITDA
Outlook in a range of $1.175 billion to $1.275 billion."

The Company's balance sheet at Sept. 30, 2011, showed $8.29
billion in total assets, $6.51 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.76 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


TENET HEALTHCARE: Names B. Reynolds as Hospital Operations Pres.
----------------------------------------------------------------
Tenet Healthcare Corporation announced that Britt T. Reynolds, 46,
has been named president of hospital operations effective mid-
January 2012.

In this new role reporting to Tenet's CEO, Reynolds will be
responsible for Tenet's operations consisting of 50 hospitals and
90 outpatient facilities primarily serving urban and suburban
communities in 13 states.

"We are excited to have Britt Reynolds join our organization.  He
is a rising star in our industry, and his strong track record of
performance in hospital operations makes him an outstanding
addition to our team," said Trevor Fetter, president and CEO of
Tenet Healthcare.  "His proven record of success and passion for
providing quality healthcare services will advance our efforts to
increase and enhance Tenet?s operational performance."

Reynolds brings extensive operational and financial healthcare
experience to Tenet.  He joins the Company from Health Management
Associates, Inc. (HMA), where he served as senior vice president
and division president overseeing HMA's largest division,
encompassing 20 hospitals and related facilities in seven states.
During his tenure at HMA, he led the integration of several
acquisitions, including the Company's largest and most recent for
a seven hospital system, as well as numerous outpatient center
transactions.  He also strengthened HMA's approach in building
physician relationships and was instrumental in implementing core
company-wide operational, logistical and cultural initiatives.

Prior to joining HMA, Reynolds served as a multi-facility
divisional vice president for seven years primarily in the
northeast, mid-west and southeast.  For more than 22 years he has
held executive leadership roles in the proprietary and investor-
owned sector and has worked with major healthcare organizations
including Community Health Systems, HCA, Humana and not-for-profit
systems.

Reynolds is a Fellow of the American College of Healthcare
Executives (FACHE).  He is a cum laude graduate from the
University of Louisville where he earned a BA in Psychology.  He
also earned a Masters in Business Administration from Baker
University in Baldwin City, Kansas.

Stephen L. Newman, M.D., will serve as Vice Chairman until his
previously announced retirement in June 2012 and continues to
report to Tenet's CEO.  Dr. Newman will continue to oversee the
company?s implementation of advanced clinical information systems.
Additionally, he will continue to assist Tenet's clinical quality
and physician relationship development efforts.

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

"Volume growth was very strong in our third quarter," said Trevor
Fetter, president and chief executive officer.  "Adjusted
admissions growth of 2.3 percent and surgery growth of 3.2 percent
drove a 3.5 percent increase in net operating revenues.  This top
line growth was further leveraged by excellent cost control and
attractive pricing increases in our new contracts with commercial
managed care payers.  Given this progress across our key
performance metrics, we are pleased to reconfirm our 2011 EBITDA
Outlook in a range of $1.175 billion to $1.275 billion."

The Company's balance sheet at Sept. 30, 2011, showed $8.29
billion in total assets, $6.51 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.76 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


THERMADYNE HOLDINGS: Moody's Upgrades CFR to B2; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family Rating
(CFR) of Thermadyne Holdings Corporation (Thermadyne) and the
rating on its $260 million senior secured notes due December 2017
to B2 from B3. The rating outlook is stable.

These ratings were upgraded:

Corporate Family rating to B2 from B3;

Probability of default rating to B2 from B3; and

$260 million senior secured notes due December 2017 to B2 (LGD4,
55%) from B3 (LGD4, 55%).

RATINGS RATIONALE

The upgrade of Thermadyne's CFR to B2 reflects the improvement in
its leverage profile driven by meaningful earnings growth and
continued expansion in its margins. Moody's anticipates that
adjusted debt-to-EBITDA of 3.8x at September 30, 2011, down from
4.9x as of December 31, 2010 (5.1x and 6.4x, respectively,
including Moody's adjustments for preferred stock) will further
trend modestly down in the next year. Moody's expects that
Thermadyne's earnings will benefit from continued growth, albeit
at a moderating pace, in global steel consumption and industrial
production and ongoing cost cutting initiatives. While
Thermadyne's sales continue to lag the pre-recession levels of
2008, its margins have improved significantly over that period due
to the realignment of its manufacturing footprint and other cost
cutting initiatives, operating leverage from strong sales growth
and its focused pricing initiatives despite a somewhat challenging
commodity environment for much of 2011.

The B2 rating reflects Thermadyne's relatively small size, narrow
product focus, high leverage and exposure of its cutting and
welding products to cyclical end markets, notably transportation
and construction. The rating benefits from the company's
geographic diversification, global brands with leading market
positions, non-discretionary nature of its consumables and
accessories products (approximately 85% of sales), diversified
customer base, and focus on continuous improvement initiatives.
Moody's expects Thermadyne's reduced overhead and improved
manufacturing footprint to limit the impact of cyclical downturns
on its margins relative to its historical performance.

Further, the rating benefits from the expectation that Thermadyne
will maintain a good liquidity over the next twelve months,
benefiting from modest cash balances, positive free cash flow
generation and full availability on its $60 million ABL facility
due 2015 (unrated). The ratings also reflects the financial
flexibility afforded by its covenant lite structure.

The stable outlook reflects Moody's expectation that in the near
term earnings will grow in the low- to mid-single digit range and
that debt reduction may be limited since prepayment of the notes
would require a prepayment premium.

Positive ratings momentum is not expected in the near term.
Moody's would likely expect a reduction in debt and improvement in
cash generation, due to historical working capital investment
requirements, prior to a change in ratings. A commitment to
leverage around 3.5x, through the cycle, would likely be necessary
prior to a rating upgrade given its private equity ownership.
Conversely, Moody's does not view a ratings downgrade as likely
over the ratings horizon absent meaningful equity-friendly
activities and/or a sizeable debt-financed acquisition.

The principal methodology used in rating Thermadyne Holdings
Corporation 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.

Thermadyne, headquartered in St. Louis, Missouri, is a global
designer and manufacturer of cutting and welding products used in
various fabrication, construction, and manufacturing operations.
Thermadyne's product categories include gas equipment, arc
accessories, plasma cutting systems, filler metals and hardfacing
alloys and welding equipment. Net sales for the twelve months
ending September 30, 2011 were approximately $475 million.


THOMAS COOK: Union Lifts Strike Threat at Unit
----------------------------------------------
Dow Jones' DBR Small Cap reports that Unite, the union
representing cabin crew at Thomas Cook Group's U.K.-based airline,
said that it struck an agreement with the company over pay and job
cuts late last month to avoid putting the troubled travel group's
future in jeopardy.

Thomas Cook Group plc is a United Kingdom-based company.  The
Company, together with its subsidiaries, is engaged in the
provision of leisure travel services.  Its main brands include
Airtours, Aspro, Club 18-30, Cresta, Manos, Neilson, Sunset,
Sunworld Holidays, Swiss Travel Service, Thomas Cook, Thomas Cook
Style Collection, Thomas Cook Signature and Thomas Cook Tours.
It has six geographic operating divisions: United Kingdom,
Central Europe, West and East Europe, Northern Europe, North
America and Airlines Germany.


TN-K ENERGY: Leads Negotiations of $875,000 Chamber Lease
---------------------------------------------------------
TN-K Energy Group Inc. announced it led negotiations, between the
buyers and the sellers, of an $875,000 oil and gas lease sale
known as the Chamber lease.  The lease, bordering the county lines
of Clinton County, Kentucky and Pickett County, Tennessee, is an
approximate 300 acre oil lease.

Ken Page, C.E.O. & President of TN-K Energy Group Inc. expressed
his excitement in the lease by stating, "The transactions
associated with the Chambers lease negotiations were beneficial to
all participants involved.  The Chambers lease is in a highly
productive and proven area within the Sunnybrook, Stones River,
Murfreesboro, and Knox formations. These formations are known for
their longevity."

By leading the negotiations, TN-K Energy Group Inc. received a
finder's fee of $65,000 and a 5% overriding royalty interest in
the Chambers lease which includes 6 wells producing an approximate
average of 10-20 barrels per day.  TN-K Energy Group Inc. also
received a participation right up to 30% net revenue working
interest in an additional 10 new wells and an option to drill an
additional 10 wells.  "This was a great opportunity for TN-K
Energy Group Inc. to continue its exploratory operations at a
minimal operation's cost to the company," summarized Ken Page.

                         About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

The Company also reported net income before taxes of $1.88 million
on $846,065 of revenue for the nine months ended Sept. 30, 2011,
compared with net income before taxes of $3.41 million on $652,834
of revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.93
million in total assets, $7.81 million in total liabilities and a
$4.88 million total stockholders' deficit.

As reported in the TCR on April 26, 2011, Sherb & Co., LLP, in New
York City, expressed substantial doubt about TN-K Energy's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred recurring operating losses and will have to obtain
additional financing to sustain operations.


TOUSA INC: Fulcrum Sues Strategic Capital Over $2-Mil. Judgment
---------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that Fulcrum Credit
Partners LLC sued Strategic Capital Resources Inc. in Texas
federal court Thursday, claiming its owner fraudulently
transferred more than $2 million to avoid paying Fulcrum in a
contract dispute over claims against a bankrupt homebuilder.

According to Fulcrum, it reached an agreement in February 2010 to
buy the claims against Tousa Inc. from Strategic Capital, but the
residential real estate company backed out of the deal before the
end of the month. Fulcrum responded by suing Strategic Capital for
breach of contract, the report notes.

                          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.


TRAPEZA CDO: Moody's Lowers Rating on Class F Notes to 'Ba1'
------------------------------------------------------------
Moody's Investors Service (Moody's) downgraded the ratings of
seven classes, maintained the review for possible downgrade for
six classes, affirmed four classes and confirmed one class of
Credit Suisse First Boston Mortgage Securities Corp, Commercial
Mortgage Pass-Through Certificates, Series 2001-CKN5:

Cl. C, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

Cl. D, Confirmed at Aaa (sf); previously on Dec 9, 2011 Aaa (sf)
Placed Under Review for Possible Downgrade

Cl. E, Downgraded to Aa3 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 9, 2011 Aaa (sf) Placed Under Review
for Possible Downgrade

Cl. F, Downgraded to Ba1 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 9, 2011 Aa3 (sf) Placed Under Review
for Possible Downgrade

Cl. G, Downgraded to B1 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 9, 2011 A3 (sf) Placed Under Review
for Possible Downgrade

Cl. H, Downgraded to B3 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 9, 2011 Baa2 (sf) Placed Under Review
for Possible Downgrade

Cl. J, Downgraded to Caa3 (sf) and Remains On Review for Possible
Downgrade; previously on Dec 9, 2011 B2 (sf) Placed Under Review
for Possible Downgrade

Cl. K, Downgraded to Ca (sf) and Remains On Review for Possible
Downgrade; previously on Dec 9, 2011 Caa3 (sf) Placed Under Review
for Possible Downgrade

Cl. L, Downgraded to C (sf); previously on Dec 9, 2011 Ca (sf)
Placed Under Review for Possible Downgrade

Cl. N, Affirmed at C (sf); previously on Aug 4, 2010 Downgraded to
C (sf)

CI. A-X, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

CI. A-Y, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed
at Aaa (sf)

RATINGS RATIONALE

The downgrades were due to an increase in interest shortfalls and
higher estimated losses resulting from the substantial credit
deterioration of the Macomb Mall Loan ($41.8 million; 27.9% of the
pool) since the prior review. At Moody's prior review in May 2011,
a loan modification agreement between the sponsor and special
servicer appeared imminent and the loan was current. Since Moody's
last review, a loan modification agreement failed to materialized,
the special servicer foreclosed on the collateral and property
performance declined significantly due to decreased occupancy. A
more detailed description of the deterioration of the credit
profile of Macomb Mall Loan and its anticipated impact on the
trust is contained in the Deal Performance section of this press
release.

Six classes remain on review for possible downgrade due to the
uncertainty surrounding the timing of the payback of interest
shortfalls and the timing and severity of losses on the two
largest exposures in the pool -- Macomb Mall Loan and One Sugar
Creek Place ($40.6 million -- 27.1% of the pool).

The confirmation and affirmations are due to key parameters,
including Moody's loan to value (LTV) ratio, Moody's stressed debt
service coverage ratio (DSCR) and the Herfindahl Index (Herf),
remaining within acceptable ranges. Based on Moody's current base
expected loss, the credit enhancement levels for the affirmed
classes are sufficient to maintain their current ratings.

On December 9, 2011 Moody's placed eight classes on review for
possible downgrade. Six classes remain on review for possible
downgrade.

Moody's rating action reflects a cumulative base expected loss of
47.9% of the current balance. At last review, Moody's cumulative
base expected loss was 9.9%. Moody's base expected loss is a
function of the total anticipated losses for the loans remaining
in the pool. The drastic increase in base expected loss is due to
the significant paydown the pool experienced since the prior
review (67%) and increased estimated loss for the Macomb Mall
Loan. While many of the healthly loans exited the pool at
maturity, most of the troubled loans remain and now represent an
outsized portion of the pool. Moody's stressed scenario loss is
49.8% of the current balance. Depending on the timing of loan
payoffs and the severity and timing of losses from specially
serviced loans, the credit enhancement level for investment grade
classes could decline below the current levels. If future
performance materially declines, the expected level of credit
enhancement and the priority in the cash flow waterfall may be
insufficient for the current ratings of these classes.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.

Primary sources of assumption uncertainty are the extent of the
slowdown in growth in the current macroeconomic environment and
the commercial real estate property markets. While commercial real
estate property markets are gaining momentum, a consistent upward
trend will not be evident until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The hotel and multifamily sectors are in
recovery and improvements in the office sector continue, with
fundamentals in Gateway cities outperforming their suburban
counterparts. However, office demand is closely tied to
employment, where fundamentals remain weak, so significant
improvement may be delayed. Performance in the retail sector has
been mixed with on-going rent deflation and leasing challenges.
Across all property sectors, the availability of debt capital
continues to improve with monetary policy expected to remain
supportive and interest rate hikes postponed. Moody's central
global macroeconomic scenario reflects an overall downward
revision of forecasts since last quarter , amidst ongoing fiscal
consolidation efforts, household and banking sector deleveraging,
persistently high unemployment levels, and weak housing markets
that will continue to constrain growth.

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating CMBS Large Loan/Single
Borrower Transactions" published in July 2000.

Moody's noted that on November 22, 2011, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating methodology for Interest-Only
Securities. If the revised methodology is implemented as proposed
the rating on CSFB 2001-CKN5 Classes A-X and A-Y may be negatively
affected. Please refer to Moody's request for Comment, titled
"Proposal Changing the Global Rating Methodology for Structured
Finance Interest-Only Securities," for further details regarding
the implications of the proposed methodology change on Moody's
rating.

Moody's review incorporated the use of the excel-based CMBS
Conduit Model v 2.60 which is used for both conduit and fusion
transactions. Conduit model results at the Aa2 (sf) level are
driven by property type, Moody's actual and stressed DSCR, and
Moody's property quality grade (which reflects the capitalization
rate used by Moody's to estimate Moody's value). Conduit model
results at the B2 (sf) level are driven by a paydown analysis
based on the individual loan level Moody's LTV ratio. Moody's
Herfindahl score (Herf), a measure of loan level diversity, is a
primary determinant of pool level diversity and has a greater
impact on senior certificates. Other concentrations and
correlations may be considered in Moody's analysis. Based on the
model pooled credit enhancement levels at Aa2 (sf) and B2 (sf),
the remaining conduit classes are either interpolated between
these two data points or determined based on a multiple or ratio
of either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit estimates is
melded with the conduit model credit enhancement into an overall
model result. Fusion loan credit enhancement is based on the
credit estimate of the loan which corresponds to a range of credit
enhancement levels. Actual fusion credit enhancement levels are
selected based on loan level diversity, pool leverage and other
concentrations and correlations within the pool. Negative pooling,
or adding credit enhancement at the credit estimate level, is
incorporated for loans with similar credit estimates in the same
transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 5 compared to 18 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the
large loan/single borrower methodology. This methodology uses the
excel-based Large Loan Model v 8.2 and then reconciles and weights
the results from the two models in formulating a rating
recommendation. The large loan model derives credit enhancement
levels based on an aggregation of adjusted loan level proceeds
derived from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of
commercial mortgage backed securities (CMBS) transactions. Moody's
monitors transactions on a monthly basis through two sets of
quantitative tools -- MOST? (Moody's Surveillance Trends) and CMM
(Commercial Mortgage Metrics) on Trepp -- and on a periodic basis
through a comprehensive review. Moody's prior full review is
summarized in a press release dated May 11, 2011.

DEAL PERFORMANCE

As of the November 18, 2011 distribution date, the transaction's
aggregate certificate balance has decreased by 86% to $149.7
million from $1.07 billion at securitization. The Certificates are
collateralized by 26 mortgage loans ranging in size from less than
1% to 28% of the pool, with the top ten loans representing 97% of
the pool. The pool does not contain any loans with investment
grade credit estimates or that have been defeased by US Government
securities.

Three loans, representing 22% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, Moody's reviews the
watchlist to assess which loans have material issues that could
impact performance.

Sixteen loans have been liquidated from the pool, resulting in a
realized loss of $22.6 million (17% loss severity). Currently ten
loans, representing 76% of the pool, are in special servicing,
including the two largest loans in the pool. The largest exposure
in the pool is the Macomb Mall Loan ($41.8 million -- 27.9% of the
pool), which is secured by a Class B mall located fifteen miles
north of downtown Detroit, Michigan. Three additional regional
malls operate within ten miles of the subject property. In
September 2009, the loan was transferred to special servicing due
to imminent default. As recently as May 2011 the sponsor and
special servicer appeared to be close to a modification agreement
but negotiations faltered and a foreclosure suit was filed. The
property became REO in October 2011. Since the onset of the
recession, the property has struggled to maintain strong occupancy
levels and was 71% leased as of June 2011. Not included in the
collateral is shadow anchor tenant Sears, which occupies 385,000
SF at the property. Moody's anticipates a $30.1 million loss
(based on a 72% expected loss) for the loan.

The second largest exposure in the pool is the One Sugar Creek
Place Loan ($40.6 million -- 27.1% of the pool). The loan is
secured by a 509,428 square foot (SF) office property located 20
miles from downtown Houston. The property was 100% occupied by
Unocal until the tenant vacated at lease expiration in March 2010.
The property was transferred to special servicing in April 2010
and became REO in January 2011. As of June 2011, the property was
16% leased. The building is severly under-parked, with a parking
ratio of only 2.1 spaces per thousand square feet. While the sole
tenant occupies just 16% of the NRA (net rentable area), it is
allocated approximately 50% of all parking spaces at the property,
hindering the lease-up process. Moody's anticipates a $29.8
million loss (based on a 74% expected loss) for the loan.

Based on the most recent remittance statement, Classes F to N have
cumulative interest shortfalls totaling $3.5 million. Moody's
anticipates that the pool will continue to experience interest
shortfalls to Classes F to N until either of the two
aforementioned specially serviced loans is resolved. Interest
shortfalls are caused by special servicing fees, including workout
and liquidation fees, appraisal subordinate entitlement reductions
(ASERs) and extraordinary trust expenses.

The remaining eight specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $67.1 million
loss for the ten serviced loans (60% expected loss on average).

Moody's was provided with full year 2010 operating results for 73%
of the pool's loans. Excluding specially serviced and troubled
loans, Moody's weighted average LTV is 116%, an increase from 85%
at last review. Moody's net cash flow reflects a weighted average
haircut of 20% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 10.0%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 0.94X and 1.09X, respectively, compared to
1.26X and 1.33X at last review. Moody's actual DSCR is based on
Moody's net cash flow (NCF) and the loan's actual debt service.
Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed
rate applied to the loan balance.

The largest conduit loan represents 19.6% of the pool, with no
additional conduit loans accounting for more than 1.5% of the
pool. The largest loan is the Bayshore Mall Loan ($29.4 million --
19.6% of the pool), which is secured by a 430,000 SF regional mall
located in Eureka, California. A GGP sponsored loan, the asset is
one of thirty properties being spun off into Rouse Properties. The
loan's term was extended until September 2016 as part of GGP's
restructuring. Property performance deteriorated this year as the
property was 62% leased as of September 2011, compared to 77%
leased at year-end 2010. Leases accounting for 17% of the NRA
expire in the next 24 months. Moody's LTV and stressed DSCR are
127% and 0.83X, respectively, compared to 111% and 0.98X at last
review.


TUTOR PERINI: Moody's Affirms 'Ba2' CFR; Outlook Negative
---------------------------------------------------------
Moody's Investors Service affirmed Tutor Perini Corporation's Ba2
corporate family rating, Ba2 probability of default rating and Ba3
senior unsecured notes rating but lowered the company's
speculative grade liquidity rating to SGL-3 from SGL-2 and changed
the ratings outlook to negative from stable.

RATINGS RATIONALE

The rating action and outlook change reflect Tutor Perini's weaker
than expected organic earnings coupled with higher than expected
debt-financed acquisition activity and free cash flow that has
been consumptive rather than generative since the ratings were
first assigned in October 2010. The aggregate of these actions has
increased the company's pro-forma leverage towards 3x currently
and Moody's believes this metric may further elevate towards 3.5x
in H1/12 before positive earnings and cash flow trends potentially
emerge. At the same time, while Moody's now characterizes the
company's liquidity position as adequate, it is not as robust as
Moody's would expect to sustain the company's Ba2 long term rating
over the 12 -- 18 month ratings horizon. This view incorporates
the potential for earnings volatility attributable to Tutor
Perini's fixed price contract exposure and the lumpy nature of
project awards and completion, which can drive significant working
capital swings. Pre-defined covenant step-downs in Q3/12
exacerbate these risks as the company will then have less cushion
to absorb adverse developments absent a rebound in its
performance.

Tutor Perini's Ba2 corporate family rating primarily reflects its
elevated leverage, relatively thin margins, significant exposure
to fixed-price construction contracts as well as integration risks
from recent acquisitions. Contingent risks associated with
periodic contract disputes and a liquidity profile that provides
only modest cushion against unforeseen shocks also weigh on the
rating. The company does however benefit from meaningful scale,
good market position and diversity across a number of US non-
residential building and civil infrastructure construction
segments. Near term revenue visibility is also good, supported by
recent booking trends and a backlog of about 1.5x trailing pro
forma revenue.

The negative outlook signals that Tutor Perini's long term ratings
could move lower should Moody's fail to gain confidence that the
company's cash flow will improve in 2012 at a sufficient pace and
quantity to improve its liquidity rating.

Additional factors that could drive the rating down include
adjusted Debt/ EBITDA sustained towards 3.5x or EBITA/ Interest
sustained below 3x. While not currently expected, should Tutor
Perini sustain its adjusted Debt/EBITDA comfortably below 2.5x and
EBITA/ Interest above 5x, upward ratings action could be
considered.

The principal methodology used in rating Tutor Perini Corporation
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.

Headquartered in Sylmar, California, Tutor Perini Corporation
provides general contracting, construction management and design-
build services to public and private customers primarily in the
United States. Pro-forma trailing twelve month revenue to
September 30, 2011 was about $4.4 billion.


UNIGENE LABORATORIES: Poised to Unlock Significant Value in 2012
----------------------------------------------------------------
Unigene Laboratories, Inc., highlighted its significant
accomplishments in 2011 and announced that its management team has
put key elements in place to begin addressing the capital
structure and eliminating the inherited debt.  Unigene also
reaffirmed that the Company's projected cash flow is expected to
fund operations into the second half of 2012, following a
corporate reorganization to better strategically align the
Company's resources and ensure sufficient cash runway to complete
business priorities next year.

Ashleigh Palmer, President and CEO, stated, "Recent announcements
regarding the failure of Novartis' oral calcitonin program using
Emisphere's drug delivery technology and GSK's internal decision
to withdraw from advanced oral PTH development should not detract
from the highly successful execution of Unigene's turnaround
strategy launched just 12 months ago.  Throughout 2011, we have
put key elements in place to begin addressing the substantial debt
we inherited from the Company's founding management.  We have
taken a strategically vulnerable company with a binary outcome
that was exclusively dependent on calcitonin and fundamentally
diversified and transformed it into an industry leading peptide
development partner of choice.  When I took on this assignment
less than 18 months ago, Unigene was at imminent risk of
insolvency.  We have extended our cash runway into the second half
of 2012, without raising a single dollar through discounted
financing or taking on additional debt.  This management team has
refused to be distracted by factors outside of its control and
instead focused on rescuing and protecting the Company by
addressing business fundamentals and executing on our promises.
We believe we are now well positioned to move forward and continue
to offer our investors the prospect of multiple near-term
opportunities by which we can restructure our balance sheet and
continue to unlock the enormous growth potential and shareholder
value of Unigene."

2011 Highlights

   -- Reported positive Phase 3 ORACAL trial safety and efficacy
      results for Unigene's oral calcitonin product, licensed to
      Tarsa Therapeutics.  Tarsa Therapeutics has announced its
      intention to file a New Drug Application (NDA) with the U.S.
      Food and Drug Administration (FDA) for OSTORA in 2012.
      OSTORA has the potential to be the first FDA approved oral
      calcitonin product, which, if approved, may cannibalize and
      then expand the existing ~$600MM injectable/nasal calcitonin
      market.

   -- ORACAL trial's success not only represents a significant
      game changing opportunity in its own right, but the Company
      believes that it importantly, fundamentally validates
      Unigene's industry leading therapeutic peptide oral drug
      delivery technology.  All other oral therapeutic peptide
      drug delivery platforms have thus far reported negative
      Phase 3 results and failed to overcome the patient
      compliance, food effect and reliable drug delivery
      challenges of Phase 3 clinical testing.

   -- Announced positive top-line results of a Phase 2 clinical
      trial evaluating an experimental parathyroid hormone (PTH)
      analog in 93 postmenopausal women with osteoporosis,
      converting a moribund early-stage feasibility program with
      GlaxoSmithKline (GSK) into a highly transactable Phase 2
      proof-of-concept asset.  Although the license was recently
      terminated, the study, fully-funded by GSK, achieved its
      primary endpoint with statistical significance.  Unigene is
      now seeking a new partner to advance what could potentially
      become the first oral product approved to address the
      growing $1 billion injectable PTH market.

   -- Following GSK's decision not to proceed with oral PTH,
      implemented contingency cost-saving initiatives, including
      an organizational realignment and right-sizing, reducing
      full-time headcount by approximately 25 percent, to ensure
      the Company maintains sufficient cash runway to undertake
      its strategic priorities into the second half of next year.
      Taking into account anticipated licensing and feasibility
      payments, as well as Fortical manufacturing revenues and
      royalties, management projects the Company's current cash
      flow will be sufficient to fund business operations into the
      second half of 2012.

   -- Built a robust portfolio of seven feasibility studies on
      behalf of various pharmaceutical companies evaluating
      Unigene's industry-leading Peptelligence platform for oral
      delivery of proprietary peptides across a broad spectrum of
      high potential valuation therapeutic areas, including
      cardiovascular, metabolic disease, endocrinology, growth
      disorders, gynecology, oncology, CNS and pain.  Unigene
      anticipates that, within the next 6-9 months, at least one
      of these feasibility studies will convert into a definitive
      license agreement with significant milestones and royalties.

   -- Commenced Phase 1 clinical testing of an oral formulation of
      Cara Therapeutics' proprietary investigational peptide drug,
      CR845, a novel peripherally-acting kappa opioid receptor
      agonist.  Oral capsules of CR845 were formulated and
      manufactured using Unigene's validated proprietary oral
      peptide drug delivery technology under a May 2011
      Manufacturing and Clinical Supply Agreement.

   -- Divested equity position in a non-strategic manufacturing
      operation to Chinese joint venture partner and Site Directed
      Bone Growth patent portfolio and associated costly patent
      prosecution fees to a leading researcher.

   -- Accelerated preclinical development of Unigene's lead
      metabolic peptide, UGP281, targeting patients with morbid
      obesity.  Unigene expects to complete toxicology studies and
      file an IND to begin Phase 1 clinical testing in 2012.

   -- Formed joint development vehicle combining Nordic
      Bioscience's world renowned preclinical screening, biomarker
      and clinical development capabilities with Unigene's
      proprietary peptide design and development expertise to
      advance up to three of Unigene's proprietary analogs through
      Phase 2 proof-of-concept for multiple blockbuster
      indications, including Type 2 diabetes and osteoarthritis.

Richard Levy, Chairman of Unigene's board and Managing Principal
and Founder of Victory Park Capital, commented, "I am extremely
proud of what this management team has accomplished during the
course of 2011.  Unigene's enormous value as a biopharmaceutical
innovator and peptide development partner of choice has never been
so fundamentally robust.  Regardless of the recent setbacks, we
have to acknowledge the Company's major accomplishments throughout
2011.  Management has executed on numerous initiatives that are
bearing fruit both in the clinic, as well as on the business
development front."

Unigene's Management expects to provide further guidance on its
strategic priorities and timing for its anticipated corporate
milestones for 2012 in early January.

                           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.


UNITED MARITIME: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on Tampa, Fla.?based United Maritime Group
LLC. "At the same time, we affirmed the 'B' rating on the
company's $200 million second-lien notes. Our '3' recovery rating
on the notes, indicating our expectation of a meaningful (50%-70%)
recovery in a payment default scenario is unchanged. The outlook
is stable," S&P said.

"We are affirming our ratings on United Maritime primarily because
we expect the company to maintain relatively stable credit
measures over the next year," said Standard & Poor's credit
analyst Funmi Afonja. "The operating performance in its bulk
terminal segment is benefitting from the strong export market for
coal, resulting in meaningful volume and pricing gains. We believe
that the earnings improvement from this business will offset
earnings pressures from the transportation segment and help the
company maintain a relatively stable financial profile, over at
least the next year."

"The ratings on United Maritime reflect the firm's '"highly
leveraged' financial profile (as our criteria define the term) and
participation in the highly competitive and capital-intensive
shipping industry. The ratings also reflect its exposure to
cyclical demand swings in certain end markets and vulnerability to
weather-related disruptions in business operations. Our ratings
also take into consideration the company's high exposure to the
coal transportation market. United Maritime's solid market
position in U.S. domestic coastal and river dry bulk barge
transportation; its relatively stable revenues under fixed-rate,
long-term contracts; and the competitive barriers to entry under
the Jones Act are positive factors. The Jones Act requires that
shipments between U.S. ports be carried on U.S.-built vessels
that are registered in the U.S. and crewed by U.S. citizens. These
requirements limit the competitive landscape by excluding direct
competition from foreign-flagged vessels. United Maritime's U.S.
domestic fleet is Jones Act-qualified. We characterize United
Maritime's business risk profile as weak, its financial risk
profile as highly leveraged, and liquidity as adequate," S&P said.

"The stable outlook reflects our expectations that the company
will maintain its financial profile over the next year, with
revenues and earnings supported by continued performance in the
export coal market, long-term contracts, and capital spending
limited to maintenance levels. Still, United Maritime's high
exposure to a single commodity (coal) and high customer
concentration pose long-term business risks to the company. If
earnings decline due to rate or volume pressures, causing FFO to
total debt to fall to below 10%, or debt to EBITDA to rise above
5.5x, we could lower the ratings. We could upgrade the company if
FFO to debt exceeded 20% on a consistent basis, over several
years," S&P said.


UNITED RENTALS: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed United Rentals (North America),
Inc.'s (URNA's) CFR and PDR at B2 and the company's outlook
remains stable following the company's announcement that it has
entered into a definitive merger agreement under which United
Rentals, Inc. will acquire RSC Holdings, Inc. in a cash-and-stock
transaction currently valued at $18 per share, or a total
enterprise value of $4.2 billion, including $2.3 billion of net
debt. United Rentals, Inc. is a holding company that conducts its
operations through its wholly owned subsidiary, URNA and its
subsidiaries (collectively "URI"). In a related action, Moody's
placed RSC Holdings III, LLC's B3 CFR and PDR under review for
possible upgrade to reflect the company's improving operating
results and the anticipated operating synergies from the merger.
RSC Holdings III, is an intermediate holding company that is the
direct parent to RSC Equipment Rental, Inc, which is an indirect
wholly-owned subsidiary of RSC Holdings Inc. (collectively "RSC").
The transaction is expected to close in the second quarter of
2012, and has already been approved by the board of directors of
both companies. The transaction is subject to customary
regulatory, shareholder approvals, and absence of URI and RSC
material adverse effect. URI's SGL-3 as well as RSC SGL-3 were
affirmed indicating that adequate liquidity is anticipated for
both companies over the next year. URI's rating outlook is stable
while RSC's was changed to ratings under review from stable.

Moody's has affirmed these URI ratings:

   Issuer: United Rentals (North America), Inc.

   -- Probability of Default Rating, B2

   -- Corporate Family Rating, B2

   -- Senior Subordinated Conv./Exch. Bond/Debenture, Caa1

   -- Senior Subordinated Regular Bond/Debenture, Caa1

   -- Senior Unsecured Regular Bond/Debenture, B3

   -- Speculative Grade Liquidity Rating, SGL-3

   Issuer: United Rentals Trust I

   --  Convertible Quarterly Income Preferred Securities, Caa1

URI's rating outlook remains stable.

URI's rating affirmation reflects the view that the combined
company will benefit from operational and geographic synergies
that are currently estimated to total more than $200 million and
that URI is well positioned to acquire RSC given the anticipated
synergies between the companies both from an operational and
geographic standpoint. Moody's currently anticipates that the
combined company's debt metrics are likely to be consistent with
URI's B2 CFR. The company's credit quality is supported by the use
of URI's stock in the acquisition. Financing will initially
comprise a 40% stock and 60% debt combination. However, URI is
likely to repurchase up to $200 million of the company's common
stock as their board has announced an intention to authorize,
after closing, a $200 million common stock repurchase. Although
the share buyback will raise the company's leverage, it is still
anticipated to be within the levels consistent with a B2 CFR.
Moreover, URI has maintained its stated leverage ratio target of
3.5x to 4.5x for the end of 2012. Although the company's
instrument ratings are not expected to change they will be
reviewed based on the capitalization at the close of the
transaction.

The review of RSC will focus mainly on the execution of the
transaction, final terms of the deal, and the position of RSC's
debt in URI's capital structure including any guarantees or
support mechanisms. URI intends to re-pay the outstanding amounts
on RSC's existing Senior Secured Credit Facilities and Senior
Secured Notes due 2017 but not refinance the reminder of RSC's
existing unsecured debt. Under a scenario in which RSC's bonds are
not guaranteed and the company does not continue to provide public
stand-alone financial statements, the ratings could be withdrawn
due to inadequate financial information.

Moody's has placed the following RSC ratings under review for
possible upgrade:

On Review for Possible Upgrade:

   Issuer: RSC Holdings III, LLC

   -- Probability of Default Rating, Placed on Review for Possible
      Upgrade, currently B3

   -- Corporate Family Rating, Placed on Review for Possible
      Upgrade, currently B3

   -- Senior Secured Bank Credit Facility, Placed on Review for
      Possible Upgrade, currently Ba2

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Upgrade, currently Caa1

   Issuer: RSC Equipment Rental, Inc.

   -- Senior Secured Regular Bond/Debenture, Placed on Review for
      Possible Upgrade, currently B1

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Upgrade, currently Caa1

Moody's has affirmed this RSC rating:

   Issuer: RSC Holdings III, LLC

   --  Speculative Grade Liquidity Rating, SGL-3

Outlook Actions:

   Issuer: RSC Holdings III, LLC

   -- Outlook, Changed To Rating Under Review From Stable

   Issuer: RSC Equipment Rental, Inc.

   -- Outlook, Changed To Rating Under Review From Stable

The principal methodologies used in this rating were Global
Equipment and Automobile Rental Industry published in December
2010, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

RSC Holdings III, is an intermediate holding company that is the
direct parent to RSC Equipment Rental, Inc, which is an indirect
wholly-owned subsidiary of RSC Holdings Inc. RSC is one of the
largest equipment rental companies in North America operating 452
locations throughout the United States and Canada. The company
maintains over 900 categories of equipment having an original
equipment cost of $2.7 billion. Total revenues for the LTM period
ended in September 30, 2011 totaled $1.4 billion.

United Rentals, Inc. is a holding company that conducts its
operations through its wholly owned subsidiary, United Rentals
(North America), Inc. and its subsidiaries (collectively "URI").
URI is the world's largest equipment rental company operating
approximately 541 rental locations in the United States (48
states; serving 99 of the 100 largest metropolitan areas) and each
Canadian province. Revenues are derived primarily from equipment
rentals, sales of used rental equipment, sales of new equipment,
and contractor supplies sales and service. LTM revenues through
September 30, 2011 totaled $2.5 billion.


UNITED RENTALS: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Greenwich, Conn.-based United Rentals Inc. (URI).
The outlook is positive.

"At the same time, Standard & Poor's placed its 'B' issue rating
on URI subsidiary United Rentals (North America) Inc.'s (URNA's)
senior unsecured notes on CreditWatch with negative implications,
pending a detailed review of the financing for URI's planned
acquisition of Scottsdale, Ariz.-based RSC Holdings Inc.," S&P
said.

"The corporate credit rating affirmation reflects our view that
the acquisition of RSC will modestly improve URI's 'fair' business
risk profile under our criteria," said Standard & Poor's credit
analyst Sarah Wyeth.

The increased percentage of revenues from industrial end markets
will decrease the company's dependence on highly cyclical
commercial construction markets, which Standard & Poor's expects
to remain weak. Also, the lower cost of renting equipment to
customers in industrial end markets should support profitability.

"These positive effects are offset by the increased leverage, as
measured by total adjusted debt to EBITDA, and integration risk
inherent in a transaction of this size," Ms. Wyeth said. "The
largely debt-funded acquisition of RSC reflects URI's very
aggressive financial policy."

Nonetheless, the combined entity should continue to benefit from
strong fundamentals in the equipment rental industry, and earnings
growth could result in lower leverage (from pro forma levels) by
the end of 2012. However, execution risk and economic uncertainty
could delay an improvement to credit metrics.

The ratings reflect URI's leading position in the cyclical, highly
competitive, and fragmented equipment rental industry. URI is the
biggest player in the market, with a large and diverse rental
fleet. Primarily serving the U.S. market, the company has good
geographic and customer diversification. It also benefits from
good economies of scale for purchasing rental equipment and has
more flexibility to transfer equipment among branches.


VALENCE TECHNOLOGY: Fails to Meet NASDAQ's Bid Requirement
----------------------------------------------------------
Valence Technology, Inc., on Dec. 13, 2011, received written
notice from The NASDAQ Stock Market LLC indicating that the
Company is not in compliance with the $1.00 minimum bid price
requirement for continued listing on the NASDAQ Capital Market, as
set forth in Listing Rule 5550(a)(2).  The notice has no effect on
the listing of the Company's common stock at this time, and its
common stock will continue to trade on the NASDAQ Capital Market
under the symbol "VLNC."

The Company will be provided 180 calendar days, or until June 11,
2012, to regain compliance.  To regain compliance, the bid price
of the Company's common stock must close at $1.00 or higher for a
minimum of 10 consecutive business days within the stated 180-day
period.  If the Company is not in compliance by June 11, 2012, the
Company may be afforded a second 180 calendar day grace period if
it meets the NASDAQ Capital Market initial listing criteria, as
set forth in Listing Rule 5810(c)(3)(A).  If it otherwise meets
the initial listing criteria, NASDAQ will notify the Company that
it has been granted such additional 180 calendar day compliance
period.

If the Company does not regain compliance within the allotted
compliance periods, including any extensions that may be granted
by NASDAQ, the Company's common stock will be subject to delisting
from the NASDAQ Capital Market.  The Company would then be
entitled to appeal the NASDAQ Staff's determination to a NASDAQ
Listing Qualifications Panel and request a hearing.

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$41.23 million in total assets, $89.47 million in total
liabilities, $8.61 million in redeemable convertible preferred
stock, and a $56.84 million total stockholders' deficit.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VI-JON INC: S&P Lowers Corporate Credit Rating to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on St. Louis-based personal care products provider Vi-Jon
Inc. to 'B' from 'B+'. The corporate credit rating outlook remains
stable.

"In addition, we revised our recovery rating on the company's
secured credit facilities to '3' from '2', indicating our
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default. This revision reflects the company's
substantial decline in EBITDA. We lowered our issue-level rating
on this debt to 'B' (the same as the 'B' corporate credit
rating) from 'BB-', in accordance with our notching criteria for a
'3' recovery rating," S&P said.

"We believe higher competition and input costs will continue to
hurt the company's operating performance over the next 12 to 24
months," said Standard & Poor's credit analyst Nalini Saxena. "We
expect minimal organic sales growth during this time period --
assuming there is no significant pandemic, which would serve as a
major boost to sales of the company's profitable Germ-X hand
sanitizer products. Therefore, we expect credit metrics to remain
at or near current levels."

"Standard & Poor's assessment of the company's financial risk
profile as 'highly leveraged,' as our criteria define the term,
takes into consideration weakened credit protection measures and
aggressive financial policy, which, in our opinion, is influenced
in no small part by its majority owner, Berkshire Partners. The
company has faced commodity price pressure on a number of its key
inputs. While these cost increases may be slowing down, in our
opinion, they will continue to pressure EBITDA margins near
current levels. This impact on EBITDA is primarily responsible for
the increase in the company's leverage ratio (using Standard &
Poor's adjustments) to approximately 6.5x in the 12 months ended
Sept. 30, 2011, versus 2.9x in the prior-year comparable period;
the company's debt level has remained fairly consistent while
EBITDA has declined materially because of higher input costs," S&P
said.

The rating outlook is stable. "We could lower the rating if the
company continues to experience operating difficulties and the
covenant cushion approaches 10%," said Ms. Saxena. "We could
consider raising the rating if EBITDA margins improve
approximately 500 basis points, coupled with an increase in sales
and credit protection measure improvement such that adjusted
leverage falls below 4x."


VITRO SAB: Tries to Halt Bondholders' New York Suit
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a state court judge in New York instructed Vitro
SAB's nonbankrupt subsidiaries to withdraw approval of the
parent's reorganization in a court in Mexico.  Even before the New
York state judge signed the order on Dec. 16 telling the
subsidiaries not to go along with the parent's reorganization
plan, Vitro had filed papers in U.S. Bankruptcy Court in Dallas
seeking a ruling that the suit in state court violated the so-
called automatic stay in bankruptcy.

Mr. Rochelle notes that the Vitro parent has a pending Chapter 15
case in Dallas designed ultimately for the U.S. court to enforce
whatever reorganization the Mexican court approves.

According to the report, the bankruptcy court in Dallas was set to
hold a hearing Dec. 20 on Vitro's request to halt the New York
state court suit.  Holders of some of Vitro's $1.2 billion in
defaulted bonds filed the state suit, as part of their battle
against Vitro's Mexican reorganization.

Vitro failed in a prior attempt at having a companion bondholder
suit in New York state court declared in violation of the
automatic stay.

The state court in New York ruled last week that the Vitro
subsidiaries must withdraw their consent to the parent's Mexican
reorganization and cannot cut down the amount owing on the bonds.

The conciliator appointed by the court in Mexico told Bloomberg
News reporter Jonathan Roeder in an interview conducted in Spanish
that the rulings in New York "shouldn't have any impact on the
proceedings."  The conciliator, Javier Navarro-Velasco, said he
didn't believe the New York suits would "prolong the proceedings
at all."

The conciliator said it wasn't clear how the subsidiaries could
withdraw their support for the plan since "they've already signed
on to the proposal."  The next step, he said, is for the Mexican
judge to approve or reject the plan.

                         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.


WILLIAM LYON: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: William Lyon Homes
        4490 Von Karman Avenue
        Newport Beach, CA 92660

Bankruptcy Case No.: 11-14019

Debtor-affiliates that filed separate Chapter 11 petitions:

        Debtor                                Case No.
        ------                                --------
        William Lyon Homes, Inc.              11-14020
        California Equity Funding, Inc.       11-14021
        Cerro Plata Associates, LLC           11-14022
        Circle G at the Church Farm North
          Joint Venture, LLC                  11-14023
        Duxford Insurance Services LLC        11-14024
        Duxford Financial, Inc.               11-14025
        HSP, Inc.                             11-14026
        Laguna Big Horn, LLC                  11-14027
        Lyon East Garrison Company I, LLC     11-14028
        Lyon Waterfront LLC                   11-14029
        Mountain Falls Golf Course, LLC       11-14030
        Mountain Falls, LLC                   11-14031
        PH Ventures - San Jose                11-14032
        PH-LP Ventures                        11-14033
        PH-Rielly Ventures                    11-14034
        Presley CMR, Inc.                     11-14035
        Presley Homes                         11-14036
        Sycamore CC, Inc.                     11-14037
        Whitney Ranch Village 5 LLC           11-14038
        William Lyon Southwest, Inc.          11-14039
        WLH Enterprises                       11-14040

Type of Business: William Lyon Homes and its subsidiaries are
                  primarily engaged in designing, constructing
                  and selling single family detached and
                  attached homes in California, Arizona and
                  Nevada.

                  Web site: http://www.lyonhomes.com/

Chapter 11 Petition Date: Dec. 19, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors'
Counsel       : Richard M. Pachulski, Esq.
                Laura Davis Jones, Esq.
                David M. Bertenthal, Esq.
                Joshua M. Fried, Esq.
                Shirley S. Cho, Esq.
                Timothy P. Cairns, Esq.
                PACHULSKI STANG ZIEHL & JONES LLP
                919 N. Market Street, 17th Floor
                Wilmington, DE 19899-8705
                302 652-4100
                Fax : 302-652-4400
                E-mail: rpachulski@pszjlaw.com
                        ljones@pszjlaw.com
                        dbertenthal@pszjlaw.com
                        jfried@pszjlaw.com
                        scho@pszjlaw.com
                        tcairns@pszjlaw.com

Debtors'
Special
Counsel       : Jeffrey M. Reisner, Esq.
                Michael Sugar, Esq.
                IRELL & MANELLA LLP
                840 Newport Center Drive
                Suite 400
                Newport Beach, CA 92660
                Tel: (949) 760-0991
                Fax: (949) 760-5200
                E-mail: jreisner@irell.com
                        msugar@irell.com

Debtors'
Restructuring
Advisor       : ALVAREZ & MARSAL HOLDINGS, LLC

Debtors'
Notice
and
Claims
Agent         : KURTZMAN CARSON CONSULTANTS, LLC

Total Assets: $593,527,000 as of Sept. 30, 2011

Total Liabilities: $606,612,000 as of Sept. 30, 2011

The petitions were signed by Matthew R. Zaist, executive vice
president.

William Lyon Homes, Inc.'s List of Its 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
US Bank National Association       Unsecured Notes    $150,259,733
Nevada Financial Center
2300 W. Sahara, Suite 2300

US Bank National Association       Unsecured Notes     $79,928,119
Nevada Financial Center
2300 W. Sahara, Suite 2300

US Bank National Association       Unsecured Notes     $69,353,757
Nevada Financial Center
2300 W. Sahara, Suite 2300

Irell & Manella, LLP               Professional Fees    $1,000,000
840 Newport Center Drive
Newport Beach, CA 92660

Beiskey et at v William            Litigation Claim      $500,0000
Lyon Homes
2800 Donald Douglas Loop
North
Santa Monica, CA 90405

Lee, Hernandez, Landrum,           Professional Fees      $146,102
Garofalo & Blake

Adkins v. William Lyon             Litigation Claim       $146,000
Homes, Inc.

Whitton Framing, Inc.              Trade Debt             $144,742

A-i Door & Building                Trade Debt             $134,557
Solutions


Fine Line Construction             Trade Debt             $134,480

Sunrise Carpentry, Inc.            Trade Debt            $125,967

Dahlin Group                       Trade Debt             $97,086

Rafael Framers                     Trade Debt             $96,835

Homesite Services                  Trade Debt             $92,118

Silver Wood Landscape              Trade Debt             $85,516
Const.

Dynamic Plumbing Systems,          Trade Debt             $75,990
Inc. of Nevada

A D&D Drywall, Inc.                Trade Debt             $74,291

The Wall Company                   Trade Debt             $72,831

Sonoran Air, Inc.                  Trade Debt             $71,542

GE Appliance - Contract            Trade Debt             $69,829

Top Grade Construction Inc         Trade Debt             $66,384

JLS Environmental Services,        Trade Debt             $65,440
Inc.

Rafael Concrete                    Trade Debt             $63,230

Whitton Plumbing                   Trade Debt             $62,774

Three Sixty at South Bay           HOA Fees               $61,220
Association

Rockwell Drywall, Inc.             Trade Debt             $58,329

Ace Commercial Plastering,         Trade Debt             $56,042
Inc.

Astro Electric, Inc.               Trade Debt             $54,162

Pacific Coast Landscape Mgmt       Trade Debt             $53,569

Three D Electric Company           Trade Debt             $52,010


WINDOW FACTORY: Faces Summons to Answer Bankruptcy Allegations
--------------------------------------------------------------
The Window Factory, Inc., has been sent summons to answer
bankruptcy allegations by American Integrity Corp., Ajit Ahooja,
and Herde Computer Services, which filed an involuntary chapter 11
bankruptcy petition against San Diego, California-based company
(Bankr. S.D. Calif. Case No. 11-19842) on Dec. 8, 2011.  Judge
Laura S. Taylor presides over the case.  Jeffrey D. Schreiber,
Esq. -- jschreiber@msn.com -- at The Schreiber Law Firm, serves as
counsel to the petitioning creditors, which allege $407,000 in
total claims.


WINN-DIXIE: Merges With BI-LO in $560-Million Deal
--------------------------------------------------
BI-LO LLC and Winn-Dixie Stores, Inc., on Monday said in a joint
statement the companies will merge to create an organization of
roughly 690 grocery stores and 63,000 employees in eight states
throughout the southeastern United States.

Under the terms of the definitive agreement, BI-LO will acquire
all of the outstanding shares of Winn-Dixie stock in the merger.
Winn-Dixie shareholders will receive $9.50 in cash per share of
Winn-Dixie common stock, representing a premium of roughly 75%
over the closing price of Winn-Dixie common stock on Dec. 16,
2011.

A Special Committee of the Winn-Dixie Board of Directors,
comprised of eight independent directors, and advised by
independent financial and legal advisors, negotiated the
transaction and recommended it to the full Board. The full Board
unanimously approved the agreement and recommends Winn-Dixie
shareholders vote in favor of the transaction.

"We are very excited about the merger of BI-LO and Winn-Dixie,"
said Randall Onstead, Chairman of BI-LO.  "With no overlap in our
markets, the combined company will have a perfect geographic fit
that will create a stronger platform from which to provide our
customers great products at a great value, while continuing to
offer exceptional service.  BI-LO and Winn-Dixie are both strong
regional brands with similar heritages, compelling customer
connections, and outstanding employees.  Both have been an
important part of the communities and families they serve, and we
look forward to building upon these two iconic brands and serving
loyal customers for years to come."

"This transaction with BI-LO provides Winn-Dixie shareholders with
a significant cash premium for their shares. We believe this
transaction is in the best interests of our shareholders," said
Peter Lynch, Chairman, CEO and President of Winn-Dixie.  "By
combining BI-LO and Winn-Dixie, we anticipate building a company
that is stronger than our individual businesses and creating
opportunities for continued advancement through the cross-
pollination of our people and the sharing of ideas across our
organizations, all to the benefit of our guests, suppliers, team
members and the neighborhoods that Winn-Dixie serves."

The transaction is currently expected to close in the next 60 to
120 days, subject to the approval of Winn-Dixie shareholders and
other customary closing conditions, including expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.  The transaction is not subject to any
financing condition.  Following the completion of the merger,
Winn-Dixie will become a privately held, wholly owned subsidiary
of BI-LO and Winn-Dixie's common stock (NASDAQ: WINN) will cease
trading on the NASDAQ.

Until the merger is complete, both BI-LO and Winn-Dixie will
continue to operate as separate companies.

Following completion of the merger, it is anticipated that the
companies will continue to operate under the BI-LO and Winn-Dixie
banners that their customers have come to trust.

BI-LO and Winn-Dixie do not currently expect any store closures as
a result of the combination.  The combined company's executive
management team structure and headquarters location will be
decided as the companies move closer to finalizing the
transaction; however, it is expected that the combined company
will maintain a presence in both Greenville and Jacksonville.

William Blair, Citi, The Food Partners, Deutsche Bank Securities,
Inc. and Alvarez & Marsal Transaction Advisory Group are acting as
financial advisors and Gibson, Dunn & Crutcher LLP and Hunton &
Williams LLP are acting as legal advisors to BI-LO.

Goldman, Sachs & Co. is acting as exclusive financial advisor and
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal
advisor to the Special Committee of the Winn-Dixie Board of
Directors.  King & Spalding LLP and Greenberg Traurig, P.A. are
acting as legal advisors to Winn-Dixie.

                            About BI-LO

Founded in 1961 and headquartered in Greenville, South Carolina,
BI-LO LLC operates 207 supermarkets, including roughly 116 in-
store pharmacies, in North Carolina, South Carolina, Georgia and
Tennessee. The Company employs roughly 17,000 people.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson
Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq.,
Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas;
and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson &
Elkins L.L.P., in New York, served as bankruptcy counsel.
Kurtzman Carson Consultants LLC served as notice and claims agent.
BI-LO estimated between $100 million and $500 million each in
assets and debts.

BI-LO's Plan of Reorganization was confirmed by the Bankruptcy
Court on April 29, 2010.  Lone Star Funds made a $150 million
equity investment in BI-LO and remains majority owner.  On May 12,
2010, BI-LO emerged from bankruptcy.

Lone Star also owned Bruno's Supermarkets LLC, a defunct chain
that filed for Chapter 11 bankruptcy in February 2009.  Bruno's
sold 56 of its stores to C&S Wholesale Grocers Inc. for $45.8
million.  C&S would operate 31 stores and liquidated the
remainder.

                           *     *     *

As reported by the Troubled Company Reporter on Jan. 27, 2011,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on BI-LO LLC.  At the same time, S&P assigned a 'B'
issue-level rating and '4' recovery rating to the Company's
proposed $285 million senior secured notes.  The '4' recovery
rating indicates S&P's expectation of average (30%-50%) recovery
of principal in the event of default.  The Company intends to use
the proceeds of the note issuance to pay off its term loan, fund a
dividend the equity sponsors, and pay fees associated with the
transaction.

The TCR also reported that Moody's Investors Service downgraded
BI-LO's Corporate Family and Probability of Default ratings to B2
from B1.  A B2 rating was assigned to the company's proposed $285
million senior secured notes due 2019.  The rating outlook is
stable.

                         About Winn-Dixie

Founded in 1925 and headquartered in Jacksonville, Florida, Winn-
Dixie Stores, Inc. -- http://www.winndixie.com/-- operates
roughly 480 retail grocery locations, including roughly 380 in-
store pharmacies, in Florida, Alabama, Louisiana, Georgia and
Mississippi. The Company employs roughly 46,000 people.

On Feb. 21, 2005, Winn-Dixie and 23 then-existing direct and
indirect wholly owned subsidiaries filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
Two of the then-existing wholly owned subsidiaries of Winn-Dixie
Stores, Inc. did not file petitions under Chapter 11.

When the Debtors filed for protection from their creditors, they
disclosed $2,235,557,000 in total assets and $1,870,785,000 in
total debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's
Joint Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged
from bankruptcy on Nov. 21, 2006.  Stephen D. Busey, Esq., at
Smith Hulsey & Busey in Jacksonville, represented the Debtors as
counsel.


* Accounting Board Finds Deficiencies in 26 Deloitte Audits
-----------------------------------------------------------
Michael Rapoport, writing for Dow Jones Newswires, reports that
the Public Company Accounting Oversight Board, the U.S.
government's audit-oversight board, found deficiencies in 26
audits conducted by Deloitte & Touche LLP in its annual inspection
of the Big Four accounting firm.  The board's report released
Tuesday indicated that some of the deficiencies it found in its
2010 inspection of Deloitte's audits were significant enough that
it appeared the firm didn't obtain enough evidence to support its
audit opinions.

Dow Jones relates the 26 deficient audits found were out of 58
Deloitte audits and partial audits reviewed by PCAOB inspectors.
The inspectors found that, in various audits, Deloitte didn't do
enough testing on issues like inventory, revenue recognition,
goodwill impairment and fair value, among other areas.  In one
case, follow-up between Deloitte and the audit client led to a
change in the client's accounting, according to the report.

Dow Jones says the board didn't identify the companies involved,
in accordance with its typical practice.

According to Dow Jones, Tuesday's report is the first PCAOB
assessment of Deloitte's performance issued since the board
rebuked Deloitte in October by unsealing previously confidential
criticisms of the firm's quality control.

Dow Jones relates Deloitte said in a statement that it is
"committed to the highest standards of audit quality" and has
taken steps to address both the PCAOB's findings on the firm's
individual audits and the board's broader observations on
Deloitte's quality control and audit quality. The firm said it has
been making a series of investments "focused on strengthening and
improving our practice."

Dow Jones recounts that the board in November released its annual
reports on PricewaterhouseCoopers LLP, in which it found 28
deficient audits out of 75 reviewed, and KPMG LLP, in which it
found 12 deficient audits out of 54 reviewed.  The yearly report
on the fourth Big Four firm, Ernst & Young LLP, hasn't yet been
issued.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***