TCR_Public/111223.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 23, 2011, Vol. 15, No. 355

                            Headlines

32 BROADWAY: Case Summary & 5 Largest Unsecured Creditors
400 BLAIR: Wells Fargo Says Proposed Plan Is Unconfirmable
801 REALTY: Case Summary & 12 Largest Unsecured Creditors
824 SOUTHERN: Case Summary & 11 Largest Unsecured Creditors
A & H GRANBURY: Case Summary & 10 Largest Unsecured Creditors

ACADEMY FOOT: Voluntary Chapter 11 Case Summary
ACTIVE POWER: Gets Minimum Bid Price Rule Non-Compliance Notice
AHERN RENTALS: Files for Chapter 11 Bankruptcy
ALION SCIENCE: Incurs $44.4 Million Net Loss in Fiscal 2011
AMBAC FIN'L: Plan Confirmation Hearing Rescheduled to Feb. 15

AMERICAN AIRLINES: AA Expands Global Network Through Alliances
AMERICANWEST BANCORP: Objects to HoldCo Disclosure Statement
AMG PATTERSON: Case Summary & 3 Largest Unsecured Creditors
AMWINS GROUP: Moody's Affirms CFR at 'B2'; Outlook Stable
AR BROADCASTING: Wins Approval of Chapter 11 Bankruptcy Plan

ARIANA PROFESSIONAL: Case Summary & 4 Largest Unsecured Creditors
ARIZONA CHEMICAL: S&P Affirms 'B+' Corporate Credit Rating
ARROWHEAD GENERAL: Moody's Expects to Withdraw Ratings Upon Buyout
ATKORE INTERNATIONAL: Moody's Affirms B2 Corporate Family Rating
ATLANTIC & PACIFIC: Sets Feb. 6 to Begin Plan Confirmation Hearing

ATRINSIC INC: Completes Sale of Canada Building for US$645,000
BELGRAVE, LLC: Voluntary Chapter 11 Case Summary
BI-LO LLC: S&P Puts Rating on Watch Negative After Winn-Dixie Deal
BLITZ USA: Court OKs Richards Layton as Bankruptcy Counsel
BONDS.COM GROUP: Michael Gooch Appointed to Board of Directors

BRAY & JAMISON: Hires Margaret M. McClure as Counsel
BROOKLYN FEDERAL: Crowe Horwath Raises Going Concern Doubt
CAMDEN CITY: Moody's Confirms 'Ba2' Rating to $1.7-Mil. Bonds
CATASYS INC: 11-Mil. Common Shares Offering to Expire by Jan. 1
CCB INVESTORS: Reaches Liquidation Deal, Asks for Dismissal

CENTRAL PLAINS: Moody's Reviews 'Ba3' Bond Rating for Downgrade
CHEF SOLUTIONS: Authorized to Use "Food Processing Liquidation"
CHESTER COUNTY: Moody's Affirms Ba1 Rating on Series 1996 Notes
CIRCLE STAR: Incurs $1.3 Million Net Loss in Oct. 31 Quarter
CIT GROUP: Court Upholds Former Parent's Claim

CLEAN BURN: Wants Perdue's Chapter 7 Conversion Bid Nixed
CLEAR CREEK NURSERY: Financial Woes Cue Owner to Shut Down Biz
CLEVELAND ARCADE: Skyline Acquires Oldest Indoor Mall
CLEVELAND SPEEDWAY: Voluntary Chapter 11 Case Summary
COLLECTIVE BRANDS: S&P Lowers Corporate Credit Rating to 'B'

COMERICA INCORPORATED: Moody's Reviews Ratings for Downgrade
COMPUCOM SYSTEMS: Moody's Affirms 'B2' Corporate Family Rating
COUNTRYWIDE FINANCIAL: Bank of America Close to Settling Probe
CREDIT ACCEPTANCE: Moody's Affirms 'B1' Corporate Family Rating
CUMULUS MEDIA: Files Registration Statement for Sale of Guarantees

CUPIC, LLC: Case Summary & 4 Largest Unsecured Creditors
DELPHI FINANCIAL: Moody's Assigns (P)Ba1 Preferred Shelf Rating
DELPHI FIN'L: Fitch Puts 'BB' Jr. Debt Rating on Watch Positive
DELTA PETROLEUM: Meeting to Form Creditors Committee on Dec. 30
DREIER LLP: Judge Bernstein Rules on Suit v. Westford Hedge Funds

EASTMAN KODAK: To Sell Eastman Gelatine Subsidiary
EASTMAN KODAK: Board of Directors Elects Quatela as President
EMMIS COMMUNICATIONS: Zazove Holds 18.8% of Preferred Shares
EVERGREEN PLAZA: Chapter 11 Reorganization Case Dismissed
EVERGREEN SOLAR: Has Until March 14 to Propose Chapter 11 Plan

EVERGREEN SOLAR: Has Until March 12 to Decide on Unexpired Leases
EVERGREEN SOLAR: Committee Wants Chapter 11 Case Dismissed
FAIRWAY PARK: Case Summary & 12 Largest Unsecured Creditors
FIRETEAM CORPORATION: Case Summary & Creditors List
FIRST STREET: Proposes Deal with MS Mission for Cash Use

FORESTHILL PUBLIC: S&P Lowers Underlying Rating on COPs to 'B'
FOUR STARS: Case Summary & 11 Largest Unsecured Creditors
FRANCISCAN COMMUNITIES: Taps Garden City Group as Claims Agent
FRANCISCAN COMMUNITIES: Taps Houlihan Lokey as Investment Banker
GARY-WILLIAMS ENERGY: S&P Raises Corporate Credit Rating to 'B+'

GENCO SHIPPING: Amends Credit Facility Amendments and Waivers
GETTY PETROLEUM: Landlord Asks Court to Compel Rent Payments
GOLD HORSES: Case Summary & 20 Largest Unsecured Creditors
GRIFFIN CORP: Moody's Lowers Corporate Family Rating to 'B1'
GROW MORE: Files for Bankruptcy to Block $1 Million Judgment

HARVEST OAKS: Bankr. Administrator Files Response to Amended Plan
HEALTHEAST CARE: Moody's Affirms 'Ba1' Long-Term Bond Rating
HEMINGWAY PLAZA: Case Summary & 4 Largest Unsecured Creditors
HERCULES OFFSHORE: Board OKs HERO Annual Performance Bonus Plan
HOPEWELL BAPTIST: Voluntary Chapter 11 Case Summary

HORNE INTERNATIONAL: Mark Lansky Resigns from Board
INDIANTOWN COGENERATION: Moody's Affirms 'Ba1' Sr. Debt Rating
INFUSION BRANDS: Enters Into $3.5-Mil. Securities Purchase Pact
INPHASE TECHNOLOGIES: U.S. Trustee Unable to Form Committee
INTELLICELL BIOSCIENCES: Posts $6.2MM Net Loss in Third Quarter

IVOICE INC: Files Form S-8; Registers 1.61-Bil. Class A Shares
JONLLY FRUITS: Case Summary & 20 Largest Unsecured Creditors
JOURDAN CROSSING: Voluntary Chapter 11 Case Summary
KAULLP WRUX: Case Summary & 4 Largest Unsecured Creditors
KINGTONE WIRELESSINFO: Gets Minimum Bid Price Rule Non-Compliance

KM BUILDING: Voluntary Chapter 11 Case Summary
LARSON PLACE: Case Summary & 13 Largest Unsecured Creditors
LANTHEUS MEDICAL: Moody's Lowers Corp. Family Rating to 'Caa1'
LEGENDS GAMING: Moody's Lowers Corp. Family Rating to 'Caa3'
LEHMAN FAMILY: Case Summary & 6 Largest Unsecured Creditors

LEUCADIA NAT'L: Fitch Lowers Issuer Default Rating to 'BB'
LTS NUTRACEUTICALS: Acquires 81.5% Outstanding Shares of Biocalth
M WAIKIKI: Wants Plan Filing Period Extended to Sept. 30
MARION AMPHITHEATRE: Court Approves McCarthy as Counsel
MASCO CORPORATION: Moody's Affirms Corp. Family Rating at 'Ba2'

MCCLATCHY CO: Fitch Affirms 'CC' Rating on Sr. Unsecured Notes
MEDICAL CARD: Moody's Lowers Sr. Secured Debt Rating to 'Caa1'
MF GLOBAL: Updated Chapter 11 Case Summary & List of Creditors
MF GLOBAL: UBS Hires Forlenza to Head American Equities
MILLENNIUM INORGANIC: S&P Raises Corporate Credit Rating to 'BB-'

MONEY TREE: Voluntary Chapter 11 Case Summary
MORGAN'S FOODS: Incurs $93,000 Net Loss in Nov. 6 Quarter
MSR RESORT: Trump to Bid $150 Million at Doral's February Auction
NATIVE WHOLESALE: Files Schedules of Assets and Liabilities
NATIVE WHOLESALE: Hires Mengel Mertzger as Accountants

NAVISTAR INTERNATIONAL: Reports $1.7 Billion Net Income in 2011
NEONODE INC: Retires $4.2 Million Convertible Note
NET ELEMENT: Felix Vulis Appointed to Board of Directors
NEUROLOGIX INC: Borrows Additional $500,000 from GEPT, et al.
NEVADA CANCER: Seeks to Reject 6 Contracts and Leases

NEVADA CANCER: Hires Alvarez & Marsal as Restructuring Advisors
NEVADA CANCER: Outline & Summary of Plan & Asset Sale
NEVADA CANCER: Final Cash Collateral Hearing Set for Jan. 11
NEVADA CANCER: Has 3-Member Unsecured Creditors Committee
NEVADA CANCER: Hiring Kamer Zucker Abbott as Labor Counsel

NEW STREAM: Judge Grants More Time to File Chapter 11 Plan
NO FEAR: Court OKs Lapidus & Lapidus as Special Litigation Counsel
NORTH SUPERIOR: Case Summary & 4 Largest Unsecured Creditors
NORTHGATE CROSSING: Lender Forecloses; Debtor Seeks Dismissal
OAKRIDGE HOMES: Calif. App. Ct. Flips Mechanic's Lien Foreclosure

OILSANDS QUEST: Extends CCAA Creditor Protection Until Feb. 17
OMEGA NAVIGATION: Bracewell Led Case to "Landmark Victory"
OPEN RANGE: Files Schedules of Assets and Liabilities
OPEN RANGE: $100 Million of Assets to Be Auctioned on Jan. 11 & 12
OPTIONS MEDIA: Leo Hindery Appointed to Board of Directors

OSHKOSH: Moody's Affirms 'Ba3' Corporate Family Rating
OTTILIO PROPERTIES: Chapter 11 Reorganization Case Dismissed
PACIFIC MONARCH: Court OKs Jan. 11 Auction of Certain Assets
PARAMOUNT SCAFFOLD: Case Summary & 20 Largest Unsecured Creditors
PARAMOUNT SCAFFOLD: Case Summary & 15 Largest Unsecured Creditors

PECAN SQUARE: Files Schedules of Assets and Liabilities
PECAN SQUARE: Hires Larry K. Hercules as Local Counsel of Record
PETCO ANIMAL: Moody's Affirms 'B2' Corporate Family Rating
PIEDMONT CENTER: Can Use Lenders' Cash Collateral Until Feb. 29
PINNACLE AIRLINES: Faces Bankruptcy if Delta Won't Amend Deal

PMI GROUP: Files Papers to Hire Restructuring Professionals
PRESTIGE BRANDS: Moody's Reviews 'B1' CFR for Possible Downgrade
PRESTIGE BRANDS: S&P Puts 'B+' Corp. Credit Rating on Watch Neg.
PROELITE INC: Douglas DeLuca Resigns from Board of Directors
R&G FINANCIAL: Plan Solicitation Period Extended Until December 31

REAL MEX: Sale-Linked Bonuses Okayed as Chain Seeks Exclusivity
RED HAT: S&P Lifts Credit Rating From 'BB+' on Strong Revenues
R.M. PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
RAMSESEE INVESTMENT: Case Summary & 18 Largest Unsecured Creditors
REAL MEX: WestSpring Replaces Z Capital in Creditors Committee

RIVER ROCK: 98% of Senior Notes Due 2011 Validly Tendered
ROOMSTORE INC: Seeks to Close 25 Stores
RS PROPERTY: Case Summary & Largest Unsecured Creditor
RYLAND GROUP: Signs New $50-Mil. Credit Facility with JPMorgan
SAAB AUTOMOBILE: North America Unit Pursues Out-of-Court Solution

SALT VERDE: Moody's Watches 'Ba3' Rating for Downgrade
SANDISK CORP: S&P Raises Corporate Credit Rating to 'BB'
SANMINA-SCI CORP: Moody's Affirms 'B1' Corporate Family Rating
SAUNDERS OF YUMA: Lopez Acquires Embassy Suites Out of Bankruptcy
SCORPION PERFORMANCE: Posts $349,800 Net Loss in First Quarter

SECUREALERT INC: R. Klinkhammer Holds Less Than 1% Equity Stake
SHERIDAN GROUP: Completes Sale of Ashburn Property to Beaumeade
SEQUENOM INC: Amends $150 Million Securities Offering
SIX FLAGS: Moody's Downgrade PDR to 'B2' After Refinancing
SLAVERY MUSEUM: Judge Wants Wilder's Attorney to Appear on Jan. 18

SOLYNDRA LLC: Authorized for Piecemeal Auction Feb. 22
SPECIALTY RESTAURANT: Case Summary & 20 Largest Unsec Creditors
SSI GROUP: Sun Capital's Captain D's Unit Acquires Grandy's Assets
STANFORD CROSSING: Case Summary & 4 Largest Unsecured Creditors
STOCKDALE TOWER: Files Schedules of Assets and Liabilities

STOCKDALE TOWER: Court Okays Klein DeNatale as Attorneys
SUGARLEAF TIMBER: Wants Solicitation Period Extended to Feb. 5
SUN HEALTHCARE: Moody's Affirms CFR at B1; Outlook Stable
SUPERIOR PLATING: To Close All 35 Production Lines This Month
SUSQUEHANNA REGIONAL: Moody's Keeps Ba1 Subordinate Lien Rating

TBS INTERNATIONAL: Lenders Extend Forbearance Pacts to Feb. 15
TENNESSEE ENERGY: Moody's Revises Rating to 'Ba3'
TERRESTAR NETWORKS: Files Joint Chapter 11 Plan
THEATRE CLUB: East West Objects to Disclosure Statement Approval
TIRES R US: Case Summary & 20 Largest Unsecured Creditors

TRAILER BRIDGE: Gets Final Approval for $15 Million Loan
TRAVELPORT HOLDINGS: Board OKs Indemnification Agreements
USA COMMERCIAL: 9th Cir. Affirms Sanctions Against Winthrop
VERTELLUS SPECIALTIES: Moody's Cuts CFR to B2; Outlook Negative
VERTIS HOLDINGS: CEO Must Sign Release to Get $1.1MM Severance

VITRO SAB: Ordered to Pay Bondholders Interest on $1.2BB Debt
WESTERN COMMUNICATIONS: Court to Hold Disclosures Hearing Jan. 10
WESTINGHOUSE SOLAR: Zep Solar Sues Firm for Patent Infringement
WILLBROS GROUP: S&P Cuts Corporate Credit Rating to 'B'
WILLIAM LYON: To Seek Plan Confirmation in Early February

WILLIAM LYON: Moody's Cuts Probability of Default Ratings to 'D'
WJO INC: Plan Proposes to Pay Unsecured Creditors in 3 Years
YEHUD-MONOSSON: President Faces Contempt Over Records Disclosure

* Moody's: Lower-Rated Companies Tread Water in Sluggish Economy
* Moody's Gives Disclosures on Credit Ratings of U.S. Govt.
* Troubled New York Condo Project Waits on Developer Cash
* Moody's Says 2012 US CLO Performance Has Stable Outlook

* Russian Billionaire Fridman Eyes Distressed U.S. Properties
* 9th Cir. Appoints Judges for 3 California Bankruptcy Courts
* Judge Terry L. Myers Reappointed to Idaho Bankruptcy Court
* Senate Confirms Nomination of Morgan Christen to 9th Cir.

* Municipal Bonds Paid Off Big in 2011
* Oversight Board Finds Deficiencies in 13 Ernst & Young Audits

* Richard Harris Joins Allegiance's Dallas Office as Director
* Rust Consulting Acquires Omni Management Group

* BOOK REVIEW: Performance Evaluation of Hedge Funds



                            *********

32 BROADWAY: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 32 Broadway LLC
        8210 SE 29th Street
        Mercer Island, WA 98040-3004

Bankruptcy Case No.: 11-24425

Chapter 11 Petition Date: December 15, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Kevin T. Helenius, Esq.
                  40 Lake Bellevue, Suite 100
                  Bellevue, WA 98005
                  Tel: (425) 450-7011
                  E-mail: efiling@kth-law.com

Scheduled Assets: $6,075,000

Scheduled Liabilities: $5,821,718

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wawb11-24425.pdf

The petition was signed by Stephen P. Cupic, managing member.


400 BLAIR: Wells Fargo Says Proposed Plan Is Unconfirmable
----------------------------------------------------------
Wells Fargo Bank, N.A., as successor by merger to Wells Fargo Bank
Minnesota, N.A., as trustee for the registered holders of Solomon
Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-
Through Certificates, Series 2000-C2, objects to the Disclosure
statement explaining the proposed Chapter 11 plan by 400 Blair
Realty Holdings, LLC.

In opposition to Debtor's Disclosure Statement, Wells Fargo
states:

  Point I. The Disclosure Statement Should Not Be Considered by
  the Court Since Debtor's Proposed Plan is Patently Unconfirmable

    The Plan proposed by Debtor is "fatally flawed" for several
    reasons.  Most prominently, the Plan is not feasible since it
    is based on, among other things, an unrealistic valuation and
    pure speculation as to Debtor's ability to sell or refinance
    the Mortgaged Property in time to fund the balloon payment.

    In addition, the proposed Plan has not been proposed in good
    faith, proposes impermissible classifications of creditors and
    violates the absolute priority rule.  The Plan also improperly
    proposes the use of rents of the Mortgaged Property and the
    termination of the assignment of leases and rents held by
    Wells Fargo in violation of settled Third Circuit law.

  Point II. The Disclosure Statement Fails to Provide Adequate
  Information

    Among other failures, the Disclosure Statement does not set
    forth that the only appraisal shows the value of the Mortgaged
    Property is $7.6 million, does not disclose the foreclosure
    and bankruptcy history of USLR and Berger, does not provide
    information concerning the financial ability of USLR to fund
    the proposed Plan including the substantial unsatisfied
    judgments against it, does not disclose that in light of the
    Rent Assignment Debtor will have no income post-confirmation
    even if it does locate a tenant for the Mortgaged Property,
    does not disclose that Debtor has been unable to lease or sell
    the Mortgaged Property despite its efforts to do so over the
    past two and one-half years, and fails to state that Debtor
    has nothing more than its hope that it will be able to sell or
    refinance the Mortgaged Property for a sufficient amount in
    four years to pay the creditors as projected in its proposed
    Plan.

    United States Land Resources, L.P. is the entity Debtor
    proposes to fund the Plan, and Lawrence Berger, is USLR'S
    principal and the Debtor's manager.

                        The Chapter 11 Plan

As reported in the TCR on Oct. 14, 2011, the Debtor will seek to
unwind in bankruptcy court a deal entered into by a state court-
appointed receiver that sold the Debtor's real property in
Carteret, New Jersey, in accordance with the Plan.

The Debtor had a contract pre-bankruptcy to sell the property to
Digital Realty Trust, L.P., for $12,500,000.  That agreement,
however, was modified in part as a result of Onyx Equities LLC,
the receiver, having leased a portion of the Property and
Digital's agreement to take title to the property with the tenant
in place.  Onyx was given approval by the court to conduct a
foreclosure sale.  According to the Debtor, the prospective
purchaser dealt directly with Onyx to purchase the property for
less than the contract price.

The Debtor believes that the value of the property is at least
$13 million.

The Debtor intends to seek removal of the receiver and seek costs
and damages associated with the receiver's actions.

The Debtor also paid to Digital $150,000 as reimbursement of
Digital's due diligence expenses.  The Debtor intends to pursue
the return of these funds pursuant to the Plan.

Prior to the Petition Date, the Debtor was embroiled in a
foreclosure suit commenced by Wells Fargo in the United States
District Court for the District of New Jersey.  The Debtor
contested, inter alia, the Court's jurisdiction by asserting the
lack of requisite diversity.

On July 25, 2011, the Court entered a Foreclosure Judgment for
$8.75 million.  The Debtor has taken an appeal to the U.S. Court
of Appeals for the Third Circuit contesting, inter alia, the lack
of diversity jurisdiction and the awarding of certain amounts.
The Debtor intends on proceeding with the appeal during the
pendency of the Chapter 11 case.

In the foreclosure action, on Sept. 1, 2010, SBMS obtained the
entry of an order appointing Jonathan Schultz of Onyx as the
receiver.  Pursuant to Section 543 of the Bankruptcy Code, the
receiver was to deliver control of the Property and other
information relating thereto to the Debtor.  The receiver has not
turned over the Property and other information to the Debtor.

The Debtor's Plan classifies claims against and interests in the
Debtor in seven classes.

The Plan splits the $8.7 million Foreclosure Judgment in two
classes.  Class 2 consists solely of the $5,286,886 principal
portion of the SBMS Judgment.  Class 3 is for the SBMS Judgment
amount less the amount of the Class 2 Claim.  Both classes will
receive a lien on the Debtor's property.

The Debtor will satisfy the Class 2 and Class 3 Claims through (i)
payment of interest from and after the Effective Date; (ii)
monthly constant principal and interest payments starting on the
first day of the second month succeeding the Plan Effective Date
with a balloon together with the 48th payment, and (iii)
amortization over 20 years.

United States Land Resources, L.P., which holds a 50% equity
interest in the Debtor, will guarantee the payment and also
provide a lien in favor of SBMS on another property owned or
controlled by USLR.

The assignment of rents held by or in favor of SBMS will be
terminated.

Class 1 consists of the Allowed Secured Claim of the Borough of
Carteret. The Class 1 Claim will retain its lien on the Property.
The Debtor will satisfy the Class 1 Claim through (i) payment of
interest from and after the Effective Date; (ii) monthly constant
principal and interest payments starting on the first day of the
second month succeeding the Effective Date with a balloon together
with the 48th payment, and (iii) amortization over 20 years.

General Unsecured Claims are grouped in Class 5 and will be paid
(i) interest at from and after the Effective Date; (ii) monthly
constant principal and interest payments starting on the first day
of the second month succeeding the Effective Date with a balloon
together with the 48th payment, and (iii) amortization over 20
years.

The Debtor's scheduled unsecured claims aggregate $2.25 million.
Of this amount, $1.29 million are claims held by Insiders.

The Interest Rate is 2% per annum above the 30 day LIBOR rate or
such other rate as determined by the Court.

Classes 2, 3 and 5 are impaired and entitled to vote on the Plan.

Success Treuhand GmbH, which holds a 50% equity interest in the
Debtor, and USLR -- Classes 6 and 7 -- will retain their
interests.

The Plan will be funded by USLR.  The financing will be secured by
a junior lien on the Debtor's property in the aggregate amount of
the advances made by USLR.  Payments to USLR will be subordinate
to all other Classes of Claims.  Although not necessary to the
Debtor's ability to consummate the Plan, the Debtor will seek a
ruling from the Bankruptcy Court entitling the Debtor to utilize
the rents derived from the Property so as to reduce the sums to be
advanced by USLR.

Post-confirmation, the Debtor will have Realty Management
Associates oversee the property without compensation, according to
the Plan.  Onyx will be terminated.

                      About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


801 REALTY: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 801 Realty Investments, LLC
        801 Trinity Street
        Thomasville, NC 27360

Bankruptcy Case No.: 11-51886

Chapter 11 Petition Date: December 14, 2011

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Catharine R. Aron

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP
                  100 S. Elm Street, Suite 500
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540
                  E-mail: dws@imgt-law.com

Scheduled Assets: $3,090,000

Scheduled Liabilities: $1,041,184

The Company's list of its 12 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncmb11-51886.pdf

The petition was signed by Philip F. Ison, managing member.


824 SOUTHERN: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 824 Southern Blvd Realty INC
        824 Southern Boulevard
        Bronx, NY 10459

Bankruptcy Case No.: 11-15728

Chapter 11 Petition Date: December 14, 2011

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

Debtor's Counsel: Manuel D. Gomez, Esq.
                  MANUEL D. GOMEZ & ASSOCIATES, P.C.
                  225 Broadway, Suite 1010
                  New York, NY 10007
                  Tel: (212) 571-2640
                  Fax: (212) 571-2302
                  E-mail: manueldgomezesq@gmail.com

Scheduled Assets: $2,795,932

Scheduled Liabilities: $14,569,740

The Company's list of its 11 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-15728.pdf

The petition was signed by Rudolfo Murcia, president and owner.


A & H GRANBURY: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: A & H Granbury Inn, LLC
        dba Best Western Granbury Inn & Suites
        1517 N. Plaza Drive
        Granbury, TX 76048

Bankruptcy Case No.: 11-46986

Chapter 11 Petition Date: December 16, 2011

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

Judge: D. Michael Lynn

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Ln. Ste. 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

Scheduled Assets: $2,097,500

Scheduled Liabilities: $3,482,274

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-46986.pdf

The petition was signed by Desta Reda, owner.


ACADEMY FOOT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Academy Foot & Ankle Specialists, P.A.
        1940 E. State Highway 114, Suite 150
        Southlake, TX 76092

Bankruptcy Case No.: 11-46963

Chapter 11 Petition Date: December 15, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: St. Clair Newbern, III, Esq.
                  LAW OFFICES OF ST. CLAIR NEWBERN III, P.C
                  1701 River Run, Suite 1000
                  Fort Worth, TX 76107
                  Tel: (817) 870-2647
                  Email: filing@newbernlawoffice.com

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

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

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

The petition was signed by Paul Marciano, owner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Paul and Jenny Marciano               11-46906            12/12/11


ACTIVE POWER: Gets Minimum Bid Price Rule Non-Compliance Notice
---------------------------------------------------------------
Active Power, Inc. it received a letter from The Nasdaq Stock
Market stating that for the previous 30 consecutive business days,
the bid price of the Company's common stock closed below the
minimum $1.00 per share requirement for continued inclusion on The
Nasdaq Global Market pursuant to Nasdaq Marketplace Rule
5450(a)(1).  The Nasdaq letter has no immediate effect on the
listing of the Company's common stock.

In accordance with Marketplace Rule 5810(c)(3)(A), Active Power
will be provided with a grace period of 180 calendar days, or
until June 18, 2012, to regain compliance with the Minimum Bid
Price Rule.  If at any time before June 18, 2012, the bid price of
the Company's stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days, Nasdaq will notify the
Company that it has achieved compliance with the Minimum Bid Price
Rule.  If the Company does not regain compliance with the Minimum
Bid Price Rule by June 18, 2012, Nasdaq will notify the Company
that its common stock will be subject to delisting from The Nasdaq
Global Market.

In the event the Company receives notice that its common stock is
subject to being delisted from The Nasdaq Global Market, Nasdaq
rules permit the Company to appeal any delisting determination by
the Nasdaq staff to a Nasdaq Hearings Panel.  Alternatively,
Nasdaq may permit the Company to transfer its common stock to The
Nasdaq Capital Market if it satisfies the requirements for initial
inclusion set forth in Marketplace Rule 5505, except for the bid
price requirement.  If its application for transfer is approved,
the Company would have an additional 180 calendar days to comply
with the Minimum Bid Price Rule in order to remain on The Nasdaq
Capital Market.

                          About Active Power

Founded in 1992, Active Power -- http://www.activepower.com/--
designs and manufactures continuous power solutions and critical
backup power systems that enable datacenters and other mission
critical operations to remain 'on' 24 hours a day, seven days a
week.  Active Power solutions are intelligently efficient,
inherently reliable and economically green, providing
environmental benefits and energy and space efficiencies to
customers' financial benefit.  The company's products and
solutions are built with pride in Austin, Texas, at a state-of-
the-art, ISO 9001:2008 registered manufacturing and test facility.
Global customers are served via Austin and four regional
operations centers located in the United Kingdom, Germany, Japan
and China, supporting the deployment of systems in more than 40
countries.


AHERN RENTALS: Files for Chapter 11 Bankruptcy
----------------------------------------------
Ahern Rentals, Inc. has filed a voluntary petition for Chapter 11
reorganization in the United States Bankruptcy Court for the
District of Nevada in Reno, Nev.  The Company also announced that
it has reached an agreement with existing lenders for Debtor-in-
Possession financing with approximately $50 million of
availability, pending bankruptcy court approval.

The Company filed for Chapter 11 because it was unable to extend
the maturity of its Revolving Credit Facility, which had a
maturity date of Aug. 21, 2011.  Since the maturity, the bank has
continued to fund the Company and negotiate the extension of the
Revolving Credit Facility without the necessity of a bankruptcy
filing.  While the Company's financial performance continues to
improve, it has been forced to seek bankruptcy protection to
address the maturity of its Revolving Credit Facility, despite the
fact that approximately 90% of the Company's lenders would have
consented to an extension.

The Company intends to continue its business operations throughout
the administration of the Chapter 11 and to honor all of its
existing customer, vendor and employee commitments without
interruption.  Subject to bankruptcy court approval, the Company
will use the DIP financing to meet its working capital needs
during the reorganization process.

"We anticipate there being no interruption to our operations. With
our DIP Facility, we will have sufficient liquidity to meet our
commitments to our customers, vendors and employees," said Don
Ahern, Chief Executive Officer.  "We have been experiencing a
significant improvement in our business, with a substantial
increase in our utilization levels and improved margins. The
Company provides a valuable service for its customers, and we do
not expect the bankruptcy filing to affect our ability to continue
to offer customers highly reliable and quality equipment and
service.  It is business as usual, and we anticipate no impact to
our customers, vendors and employees."

The Company has filed a series of motions in the bankruptcy court
seeking to ensure that it will not have any interruption in
maintaining and honoring all of its commitments to its current
customers, vendors and employees during the reorganization
process.  The restructuring plan and related documents and
agreements will be subject to approval by the bankruptcy court.

The Company's bankruptcy counsel is Gordon Silver and its
financial advisors are Oppenheimer & Co. and The Seaport Group.

Ahern Rentals, Inc. -- http://www.ahern.com/-- operates as an
equipment rental company in the United States. The company also
sells new and used rental equipment, parts and supplies related to
its rental equipment, and merchandise used by the construction
industry, as well as provides maintenance and repair services.


ALION SCIENCE: Incurs $44.4 Million Net Loss in Fiscal 2011
-----------------------------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
reporting a net loss of $44.38 million on $787.31 million of
contract revenue for the year ended Sept. 30, 2011, compared with
a net loss of $15.23 million on $833.98 million of contract
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$644.48 million in total assets, $755.39 million in total
liabilities, $126.56 million in redeemable common stock,
$20.78 million in common stock warrants, and a $258.12 million
accumulated deficit.

Consolidated EBITDA for the twelve month period ended Sept. 30,
2011, was approximately $63.2 million, and for the three month
period ended Sept. 30, 2011, was approximately $17.8 million.

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

                        http://is.gd/JSVQ5i

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.  Moody's said in March 2010, "The Caa1 corporate family
rating would balance the continued high leverage against a
promising business backlog that could sustain the good 2009
revenue growth rate, though credit challenges would remain
pronounced."

As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'CCC+' from 'B-'.  The
rating outlook is negative.

"The downgrade of Alion is a result of the company's recent
operational weakness," said Standard & Poor's credit analyst
Alfred Bonfantini, "and the prospect of further pressure on
revenues, which stem from the continuing resolution on the 2011
Federal government budget that wasn't settled until April 2011,
the subsequent specter of a U.S. government default during the
debt ceiling debate, and the ongoing uncertainty over future
budget cuts and levels."


AMBAC FIN'L: Plan Confirmation Hearing Rescheduled to Feb. 15
------------------------------------------------------------
Ambac Financial Group, Inc. disclosed that, in order to give Ambac
Financial additional time to negotiate a final settlement of its
dispute with the Department of the Treasury -- Internal Revenue
Service, the voting deadline relating to the Second Amended Plan
of Reorganization of Ambac Financial, dated Sept. 30, 2011, has
been extended to Jan. 30, 2012.  In addition, the Plan objection
deadline has been extended to Jan. 26, 2012 and the Bankruptcy
Court hearing relating to the confirmation of the Plan has been
rescheduled for Feb. 15, 2012.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

The confirmation hearing for approval of Ambac's Chapter 11 plan,
originally set for Dec. 8, is now on the calendar for Jan. 19.
Disagreements with the Wisconsin insurance commissioner over the
sharing of tax benefits had held up a plan for the holding
company.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN AIRLINES: AA Expands Global Network Through Alliances
--------------------------------------------------------------
American Airlines grew its global network throughout 2011, adding
more than 30 new destinations through strategic relationships with
leading airlines around the globe.  By focusing on intensifying
codeshare relationships and loyalty program partnerships,
including the ability for customers to enjoy reciprocal benefits
when traveling to more than 1,050 new destinations, American now
offers more travel choices and greater benefits to customers
traveling worldwide on its partner airlines.

Earlier this year, American signed its joint business with Japan
Airlines, further strengthening American's presence in Asia.
Additional alliance agreements were announced as the year
progressed, including formal government approval of its joint
business with Qantas last fall -- broadening American's
connectivity throughout North America, China, Europe, the Middle
East, South America and the South Pacific, providing greater
benefits for customers around the globe.

American partners with various airlines around the world in the
following ways:

Oneworld(R) alliance

The oneworld alliance continues to grow with members elect
airberlin, Kingfisher Airlines and Malaysia Airlines.  These
additional airlines offer customers the oneworld experience to
more cities than ever throughout Europe, India and Southeast Asia.

American's four joint business partners, British Airways/Iberia
Airlines, Japan Airlines and Qantas, provide customers more flight
options, better connectivity and more competitive fare options.

As a result of the trans-Atlantic agreement, customers can earn
and redeem AAdvantage? miles on all British Airways routes and can
earn 100 percent of base miles flown on any British Airways flight
or any Iberia flight between the U.S., Puerto Rico, Mexico and
Spain.

Because of the trans-Atlantic and trans-Pacific agreements,
customers can now book travel in the Premium Economy cabin on
flights to London with British Airways and flights to Tokyo with
Japan Airlines.

Codeshare Agreements

Codeshare agreements with nearly 30 airlines provide customers
more flight options and better connectivity to more destinations
globally, including more flights between key business markets like
Chicago - Hong Kong with oneworld partner, Cathay Pacific, and
Dallas/Fort Worth-Sydney with oneworld partner, Qantas. As another
added benefit, AAdvantage members can earn miles on all flights
coded with an American flight number as well as select flights
with the code of other airlines.

Some key codeshare destinations added this year include:

Select cities in Canada through the agreement with WestJet
Airlines

Fiji, located in the South Pacific through the agreement with Air
Pacific

Additional cities in China through the agreement, awaiting
government approval, with Hainan Airlines

Paris Orly through the new codeshare agreement with OpenSkies, a
premium subsidiary of British Airways offering an all premium
service between Newark and Paris

Frequent Flyer Agreements

American has frequent flyer agreements with more than 25 airlines
allowing customers to earn and redeem miles when traveling to
hundreds of destinations around the globe.

Elite recognition benefits are now available to AAdvantage elite
members when flying on Alaska Airlines.

With the recent added strength of oneworld, after gaining
antitrust immunity across the Atlantic and Pacific in 2010,
American is in excellent position to leverage its assets for
domestic and international business.  The oneworld alliance has
the most premium seats in the four largest premium travel airports
in the world (London Heathrow, New York JFK, Los Angeles, and Hong
Kong), and American and its partners have uniquely positioned hubs
at five of the top eight largest premium travel markets (New York
JFK, London Heathrow, Los Angeles, Tokyo Narita, and Hong Kong).

"By strengthening and broadening our presence worldwide, American
and oneworld are better positioned than ever to deliver enhanced
benefits to our customers," said Kenji Hashimoto, American's Vice
President - Strategic Alliances.  "American will continue to build
upon its success with alliance partners to deliver the premier
alliance network worldwide."

American strengthened its network in 2011 through its cornerstone
strategy by reallocating capacity to hubs in Chicago, Dallas/Fort
Worth, Miami, New York and Los Angeles.  These five cities serve
as the cornerstones of American's U.S. network and improve the
ability to connect passengers globally via its own flights and
those of alliance partners.

American plans to strengthen its alliances in 2012 to continue to
deliver unparalled benefits to customers across the globe.

                      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)


AMERICANWEST BANCORP: Objects to HoldCo Disclosure Statement
------------------------------------------------------------
BankruptcyData.com reports that AmericanWest Bancorporation filed
with the U.S. Bankruptcy Court an objection to HoldCo Advisors'
motion for an order conditionally approving the Disclosure
Statement for its Chapter 11 Plan filed on behalf of the Debtors.

AmericanWest asserts, "Who is Holdco? Notably absent from the
Emergency Motion and other documents filed on behalf of Holdco is
any statement identifying its interest in this proceeding. AWBC
believes that is because Holdco stands in the exact same shoes as
Hildene Capital Management: an investor in collateralized debt
obligations issued by several trusts that are governed by
indenture trust agreements. And after reviewing briefing and
hearing argument from Hildene, this Court previously concluded
that Hildene and two other similarly-situated investors 'do not
have standing as parties in interest in these bankruptcy
proceedings.'"

BankruptcyData.com says the U.S. Trustee assigned to the case also
filed an objection to the motion, and an objection to the Chapter
11 Plan and Disclosure Statement filed by Holdco Advisors.

                 About AmericanWest Bancorporation

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

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

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

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

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


AMG PATTERSON: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AMG Patterson, LLC
        1602 Stanford Street
        Santa Monica, CA 90404

Bankruptcy Case No.: 11-61454

Chapter 11 Petition Date: December 19, 2011

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

Judge: Sandra R. Klein

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  CORCOVELOS LAW GROUP
                  1001 Sixth St Ste 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116
                  Fax: (310) 318-3832
                  E-mail: corforlaw@corforlaw.com

Scheduled Assets: $5,200,600

Scheduled Liabilities: $3,529,516

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-61454.pdf

The petition was signed by Michael Minder, manager of AMG Atlantic
LLC, managing member.


AMWINS GROUP: Moody's Affirms CFR at 'B2'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service has affirmed the ratings of AmWINS
Group, Inc. (AmWINS, corporate family rating B2) based on its
strong market presence in wholesale and specialty insurance
brokerage and its healthy product and geographic diversification.
These strengths are tempered by the execution risk of AmWINS'
proposed acquisition of London-based THB Group plc (THB) and by
the group's significant debt maturities scheduled for 2013-14. The
rating outlook for AmWINS is stable.

RATINGS RATIONALE

In November 2011, AmWINS announced its intent to acquire THB for
cash of approximately GBP 32 million. THB is an independent
insurance and reinsurance broker and risk manager active in the UK
and internationally. The acquisition is subject to, among other
things, regulatory and shareholder approvals and is expected to
close in January 2012.

"The THB purchase will enhance AmWINS' product and geographic
diversification," said Bruce Ballentine, Moody's lead analyst for
AmWINS. The combined organization will have operations in some 20
countries and will place more than $6.7 billion of premiums
annually. Offsetting these benefits are the company's significant
financial leverage, the challenge of integrating and managing a
broader international network, and the slow pace of economic
growth in the US and Europe. The THB transaction follows AmWINS'
April 2010 purchase of Colemont Insurance Brokers, a Texas-based
specialty broker with a significant international presence.

AmWINS expanded its credit facilities in July 2011, and has
sufficient cash and equivalents on hand ($132 million as of
September 30, 2011) to fund the THB transaction. AmWINS' total
credit facilities as of September 30, 2011, included a $50 million
first-lien revolving credit facility (rated B2, $38 million
outstanding, $15 million expiring in June 2012, $35 million
expiring in March 2013), a $341 million first-lien term loan
(rated B2, maturing in June 2013) and a $100 million second-lien
term loan (rated B3, maturing in June 2014). "We expect AmWINS to
refinance or repay its credit facilities comfortably ahead of
these maturity dates," said Mr. Ballentine.

Moody's cited the following factors that could lead to an upgrade
of AmWINS' ratings: (i) adjusted (EBITDA - capex) coverage of
interest consistently above 2.5x, (ii) adjusted free-cash-flow-to-
debt ratio exceeding 6%, and (iii) adjusted debt-to-EBITDA ratio
below 4.5x.

The rating agency added that the following factors that could lead
to a rating downgrade: (i) adjusted (EBITDA -capex) coverage of
interest below 1.5x, (ii) adjusted free-cash-flow-to-debt ratio
below 3%, or (iii) adjusted debt-to-EBITDA ratio above 6.5x.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers & Service companies
published in January 2008.

On November 22, 2011, Moody's released a Request for Comment
seeking market feedback on a proposed update to its rating
methodology for this sector. If the methodology is updated as
proposed, the ratings on AmWINS' credit facilities may be
affected. Please refer to the Request for Comment titled "Proposed
Update: Moody's Global Rating Methodology for Insurance Brokers &
Service Companies" for details on the rating implications of the
proposed methodology update.

Based in Charlotte, North Carolina, AmWINS is a leading wholesale
distributor of specialty insurance products and services. The firm
operates through four divisions: Property & Casualty Brokerage,
Specialty Underwriting, Group Benefits and International.
Consolidated GAAP revenues for the trailing 12 months through June
2011 amounted to $376 million. The firm is ultimately owned by
Parthenon Capital, LLC; Pamlico Capital Partners; AmWINS
management and employees; and other parties.


AR BROADCASTING: Wins Approval of Chapter 11 Bankruptcy Plan
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that AR Broadcasting Holdings
Inc. won approval of its Chapter 11 reorganization plan, through
which it will transfer ownership control of its four financially
struggling radio stations to an entity owned by radio veteran
Larry Patrick.

                       About AR Broadcasting

AR Broadcasting Holdings Inc., AR Broadcasting LLC, and AR
Licensing LLC sought bankruptcy protection (Bankr. D. Del. Case
Nos. 11-13674 to 11-13676) on Nov. 17, 2011.  AR Broadcasting et
al., are struggling Missouri and Texas Radio stations owned by
Cumulus Media Inc.  The Chapter 11 filing is a move to restructure
the debt-heavy finances of the subsidiary companies that control
them.

Based in Atlanta, Georgia, Cumulus Media Inc. is the second
largest radio broadcaster in the United States based on station
count, controlling 350radio stations in 68 U.S. media markets.

Judge Brendan Linehan Shannon presides over the case.  DLS Claims
Administration, LLC, is the claims and notice agent.  AR
Broadcasting Holdings estimated $10 million to $50 million in
assets and $50 million to $100 million in debts.  The petitions
were signed by Linda Hill, vice president and principal accounting
officer.


ARIANA PROFESSIONAL: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ariana Professional Complex, LLC
        41823 Progress Terrace
        Aldie, VA 20105

Bankruptcy Case No.: 11-18945

Chapter 11 Petition Date: December 15, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: James P. Campbell, Esq.
                  CAMPBELL FLANNERY, P.C.
                  19 East Market Street
                  Leesburg, VA 20176
                  Tel: (703) 771-8344
                  Fax: (703) 777-1485
                  E-mail: jcampbell@cmzlaw.com

Scheduled Assets: $1,800,100

Scheduled Liabilities: $1,334,942

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/vaeb11-18945.pdf

The petition was signed by Kenishca Walizada, member/manager.


ARIZONA CHEMICAL: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
on AZ Chem US Inc.'s $60 million first-lien senior secured
revolving credit facility due 2016 and $550 million term loan due
2017 to 'BB-' from 'B+' and revised the recovery ratings
to '2' from '3', indicating S&P's expectation of a substantial
recovery (70% to 90%) in the event of a payment default. "At the
same time, we affirmed our 'B+' corporate credit rating on the
Jacksonville, Fla.-based company and its parent, Arizona Chemical
Holdings Corp. The outlook is stable," S&P said.

"The ratings on Arizona Chemical Holdings and AZ Chem US (Arizona,
collectively) reflect the company's concentration in a niche
market for specialty pine-based chemicals and its very aggressive
financial policies, as well as our view that industry conditions
will support the current financial profile. This also reflects our
expectation that the company will not increase debt leverage
beyond current levels to fund additional shareholder rewards or
growth. We characterize Arizona's business risk profile as 'weak'
and its financial risk profile as 'aggressive' under our
criteria," S&P said.

"Our assessment of Arizona's financial risk profile incorporates
our view of the risks related to its shareholder-friendly
financial policy, as highlighted by the proposed debt-financed
distribution," said Standard & Poor's credit analyst Seamus Ryan.
"Pro forma for the transaction, total adjusted debt will have
increased to about $605 million from about $510 million at the end
of 2010. Significant improvements in EBITDA and cash flow over the
past several quarters have contributed to a reduction in debt
leverage metrics. However, in our view, the current unprecedented
favorable pricing for Arizona's products, which has helped improve
operating performance, is unlikely to be fully sustained over the
next two years. Based on our scenario forecasts, we assume selling
prices could drop by as much as 15% to 20% over this period as
pricing stabilizes at a more sustainable long-term level. Although
the pro forma ratio of funds from operations (FFO) to total debt
could approach 50% over the next year, we expect this ratio will
return to about 25% -- a level still appropriate for the current
rating."

Privately held Arizona, along with its operating subsidiaries, is
the largest global producer of pine-based chemicals, which are
used in adhesives, inks and coatings, lubricants, fuel additives,
and other applications. The company focuses on a limited, but
growing, market for pine-based chemicals, which serve as an
alternative to gum rosin and hydrocarbon- and vegetable-based
chemicals for various applications. Temporarily elevated pricing
for these alternative products has allowed Arizona to raise prices
for its own products and has driven much of its improvements in
operating performance. Although the company's raw materials are
not hydrocarbon-based, raw material and input costs generally
track hydrocarbon-based alternatives' prices. However, the
recent decline in U.S. natural gas prices has disrupted the
correlation of Arizona's U.S.-based raw material prices and global
hydrocarbon prices.

Customer concentration is also a risk, with the top 10 customers
accounting for about one-third of sales. The company also faces
some supplier concentration risk because it sources a significant
portion of its chief raw material, crude tall oil (CTO), from its
former parent International Paper Co. (which retains a minor
ownership interest). Still, Arizona is the largest global CTO
refiner, and its 20-year market-price-based contract for
purchasing International Paper's CTO coproduct is expected to
provide a reliable source of this raw material in the foreseeable
future. CTO is derived from plants and, as with most agricultural-
based products, availability and prices are subject to weather-
related events. These risks are partly offset by the company's
ongoing effort to reduce costs, including the permanent closure of
high-cost production facilities.

Arizona's business strengths include favorable long-term growth
prospects for its products, which are considered more environment-
friendly than hydrocarbon-based alternatives and could benefit
from regulation in some end-user segments. The business has also
benefited from its market position as the largest global CTO
refiner. A focus on increasing the proportion of value-added
products and efforts to improve operating efficiencies through
near-term restructuring measures are also positives. Historically,
the company's EBITDA margins have been in the 10% to 13% range,
although its 2011 EBITDA margins were significantly higher,
boosted by the favorable operating environment. Although we expect
business conditions to remain generally favorable, profit margins
will likely decline as a result of fluctuations in raw material
prices and declines in the price levels of competing materials,
including gum rosin out of China.

"The stable outlook reflects our expectation that, despite an
increase in debt and likely regression in operating results over
the next year, Arizona's operating performance should support
financial metrics consistent with the current ratings. We expect
management will be prudent in its capital spending and investment
plans. We do not expect further dividends or acquisitions to
increase debt leverage beyond current levels," S&P said.

"We could lower the ratings if the company further increases its
debt leverage to fund shareholder rewards or growth, or if selling
prices decline by about 25% over the next 12 months without an
offsetting increase in sales volumes," Mr. Ryan added. "These
scenarios could reduce the company's FFO to total debt below 15%.
Given its concentration in a niche business, as well as its
private equity ownership and the risk of further shareholder
rewards, an upgrade over the next couple of years is unlikely."


ARROWHEAD GENERAL: Moody's Expects to Withdraw Ratings Upon Buyout
------------------------------------------------------------------
Moody's Investors Service expects to withdraw the credit ratings
of Arrowhead General Insurance Agency, Inc. (Arrowhead, corporate
family rating B3, stable) following the planned acquisition of the
company by Brown & Brown, Inc. (NYSE: BRO, not rated). Last week,
Brown & Brown, Inc. announced an agreement to acquire Arrowhead's
parent company for cash of $395 million, subject to certain
adjustments, including a potential additional payment of $5
million three years after closing. The transaction is expected to
close in January 2012, subject to regulatory approval and other
closing conditions.

RATINGS RATIONALE

Moody's anticipates that Arrowhead's existing credit facilities
will be repaid and terminated upon the closing of the acquisition,
at which point the ratings would be withdrawn. Arrowhead's credit
facilities as of September 30, 2011, included a $15 million first-
lien revolving credit facility (undrawn, rated B3), a $114 million
first-lien term loan (rated B3) and a $42 million second-lien term
loan (rated Caa1).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies,
published in January 2008.

On November 22, 2011, Moody's released a Request for Comment
seeking market feedback on a proposed update to its rating
methodology for this sector. If the methodology is updated as
proposed, the ratings on Arrowhead's credit facilities may be
affected. Please refer to the Request for Comment titled "Proposed
Update: Moody's Global Rating Methodology for Insurance Brokers &
Service Companies" for details on the rating implications of the
proposed methodology update.

Arrowhead, based in San Diego, California, is a US general agency
and program manager, providing product development, marketing,
underwriting and administrative services to national insurance
carriers. Arrowhead develops specialized insurance products in
cooperation with major carriers and distributes those products
through a network of retail and wholesale brokers. Arrowhead's
generated total revenues of approximately $100 million for the
trailing 12 months through September 2011.


ATKORE INTERNATIONAL: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service revised the ratings outlook on Atkore
International, Inc. to negative from stable and affirmed the B2
corporate family rating and probability of default ratings.
Moody's also affirmed the B3 rating on the senior secured notes
due 2018.

RATINGS RATIONALE

The change in outlook reflects the challenges facing Atkore in
improving its profitability and debt protection ratios in the face
of continuing weakness in the US non-residential construction
industry, which accounts for approximately 63% of the company's
total sales. Although Moody's believes that conditions in the
sector have bottomed, improvement is likely to be extremely
gradual and conditions remain quite competitive.

Atkore's B2 corporate family rating reflects its sensitivity to
fluctuating prices of steel and copper, which comprise about 60%
of its cost of sales, as well as cyclical variations in demand for
its electrical and tubular products. The company operates in a
highly competitive market with little ability to differentiate its
products. Moody's does not see a meaningful recovery in the non-
residential construction market until at least 2013.

Atkore's total debt is $684 million as calculated by Moody's,
making leverage as measured by the adjusted debt/EBITDA ratio
roughly 7.7x. In addition to the $458 million of funded debt,
Moody's adjusted debt figure includes $35 million of underfunded
pension obligations and $21 million of debt-equivalent operating
leases. In addition, Moody's treats a portion (50%) of the
preferred stock as debt and the remaining as equity (50%). Clayton
Dubilier & Rice LLC's (CD&R) 51% ownership interest in Atkore is
fully in the form of its $306 million of cumulative convertible
participating preferred shares that initially carry a 12% dividend
payable in cash or additional shares (PIK), subject to debt
covenants.

Atkore's financial performance is also impacted by, in Moody's
opinion, relatively high SG&A costs, which Moody's believes will
continued to be addressed by the new management team. However, any
contemplated cost savings may be difficult to achieve, there are
likely to be cash up-front costs associated with some of the cost
saving initiatives, Atkore incurs costs with running the company
on a stand-alone basis (roughly $16 million) and management fees
($4.5 million in 2011) that Atkore will pay to CD&R and Tyco. In
addition, interest on the debt is roughly $50 million and the 12%
preferred dividend on CD&R's preferred stock is approximately $37
million, paid by additional shares. As a result of these factors
and Moody's expectations for continued weakness in the non-
residential construction market as well as a volatile steel price
environment, Moody's anticipates Atkore will have limited free
cash flow over the next year.

The rating is supported by the diversity of Atkore's product
offering and its market position for many of its products. Moody's
also acknowledges that the company's operating profit will
fluctuate due to its ability to pass through raw material costs
over time, but should consistently be at least modestly positive.
Moody's also believes the company will be able to trim its costs
and thereby boost operating margins.

Upward rating movement is unlikely over the next twelve to
eighteen months given the challenging headwinds facing the
company; however upward pressure could result should Atkore be
able, on a sustainable basis, to maintain an EBIT margin of at
least 7%, leverage, as measured by the debt/EBITDA ratio is less
than 4.5x, free cash flow to debt is above 5% and adequate
liquidity is maintained. Conversely, the ratings could be lowered
if EBIT/interest tracks below 1.5x, the EBIT margin is less than
5%, debt/EBITDA continues to exceed 5x or there is a material
contraction in liquidity.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last credit rating action and the rating history.

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

Headquartered in Harvey, Illinois, Atkore International
manufactures and distributes electrical conduit, armored cable,
mechanical pipe, tube and other products. Voting interests in the
company are held 51% by Clayton Dubilier & Rice LLC and 49 % by
Tyco International. Revenues for the year ended September 25, 2011
were $1.65 billion.


ATLANTIC & PACIFIC: Sets Feb. 6 to Begin Plan Confirmation Hearing
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. scheduled a two-day
confirmation hearing to begin Feb. 6 for approval of the Chapter
11 reorganization plan.  The U.S. Bankruptcy Court in White
Plains, New York, approved the explanatory disclosure statement on
Dec. 20.

The report relates that the plan was made possible by $490 million
in debt and equity financing to be provided by Yucaipa Cos.,
Goldman Sachs Group Inc. and Mount Kellett Capital Management LP.

According to the report, the revised disclosure statement tells
unsecured creditors they can expect to recover to 2.1% to 2.7%.

Mr. Rochelle discloses that confirmation of the plan was
simplified when Montvale, New Jersey-based A&P settled this month
with holders of 79% of the $310 million in second-lien notes. In
return for being paid in full in cash when the plan is
implemented, second-lien creditors are dropping their claim for
additional interest or a make-whole payment.

                   About Great Atlantic & Pacific

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

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

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

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

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

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


ATRINSIC INC: Completes Sale of Canada Building for US$645,000
--------------------------------------------------------------
Atrinsic, Inc., completed the sale of its building in Moncton, New
Brunswick, Canada, to P. Albert Investments Inc. and Denis Albert.
The transaction resulted in net cash proceeds to Atrinsic of
approximately US$645,000.

The Company is currently negotiating the sale of certain legacy
assets, including short codes, domain names, trademarks and
databases, which are used in the Company's subscription
businesses.  Prior to the consummation of any sale transaction,
the Company will need to obtain the requisite consent of the
holders of its Secured Convertible Promissory Notes issued on
May 31, 2011.

                         About Atrinsic Inc.

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

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

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

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


BELGRAVE, LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Belgrave, LLC
        1141-B Fairview Avenue N.
        Seattle, WA 98109

Bankruptcy Case No.: 11-24332

Chapter 11 Petition Date: December 14, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Lawrence K. Engel, Esq.
                  ATTORNEY AT LAW
                  40 Lake Bellevue, Suite 100
                  P.O. Box 580
                  Bellevue, WA 98009
                  Tel: (425) 688-2999
                       (425) 454-5500
                  E-mail: engelpleadings@hotmail.com

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

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

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

The petition was signed by Paul A. Belgrave, managing member.


BI-LO LLC: S&P Puts Rating on Watch Negative After Winn-Dixie Deal
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Greenville, S.C.-based BI-LO LLC, (BI-LO) including its 'B'
corporate credit rating, on CreditWatch with negative implications
following its announcement that it has agreed to purchase the
common stock of Winn-Dixie Stores Inc. (Winn-Dixie).

"BI-LO's CreditWatch placement reflects our view that both
financial and operational risk may increase as a result of BI-LO's
acquisition of Winn-Dixie," said Standard & Poor's credit analyst
Charles Pinson-Rose.

"BI-LO said that the transaction is not subject to any financing
commitment, but we expect BI-LO and its private equity sponsor,
Lone Star Funds, will seek to raise additional debt to at least
partly fund the transaction. BI-LO agreed to pay $9.50 per share
for Winn Dixie's common stock; thus, total considerations to Winn-
Dixie's stockholders would be near $540 million. If BI-LO, for
example, finances 70% of that consideration with new debt (typical
of a leverage buyout transaction in our estimation), we estimate
that pro forma operating lease adjusted-leverage would be about
6.0x at the combined company, which would be up from 4.5x at BI-LO
at the end of its third quarter," S&P said.

"Moreover, we expect that there could be integration risk and
increased operational risk. While Winn-Dixie's operating
performance improved in its first fiscal quarter (ended Sept. 21,
2011), its previous operating trends and profitability metrics
have been considerably weaker than many industry peers. BI-LO, on
the other hand, has experienced meaningful sales and profit gains
over the last year, and we believe it may look to deploy similar
merchandising strategies at Winn-Dixie. Nonetheless, given the
competitive nature of the industry and the relatively strong
performance and position of Winn-Dixie's largest competitors,
namely Wal-Mart Stores Inc. and Publix Super Markets Inc., we
would not necessarily assume similar performance improvement at
Winn-Dixie after the acquisition," S&P said.

                          CreditWatch

"We intend to resolve the CreditWatch once the company has a
financing structure in place, receives the necessary approvals,
and (as a result of the actions) we are confident the company will
consummate the acquisition. We expect to assess the financial risk
profile related with the new capital structure and the business
risk profile after analyzing management's strategies to operate
the combined businesses. We expect that we would resolve the
CreditWatch by the end of April 2012," S&P said.


BLITZ USA: Court OKs Richards Layton as Bankruptcy Counsel
----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Blitz U.S.A., et al., employ
Richards, Layton & Finger, P.A., as their bankruptcy counsel nunc
pro tunc to the Petition Date.  The Debtors have selected Richards
Layton as their counsel because of the firm's extensive experience
and knowledge in the field of debtors' and creditors' rights,
business reorganizations and liquidations under Chapter 11 of the
Bankruptcy Code.

As counsel, Richards Layton has agreed to:

   (a) prepare all necessary petitions, motions, applications,
       orders, reports, and papers necessary to commence the
       Chapter 11 cases;

   (b) advise the Debtors of their rights, powers, and duties as
       debtors and debtors-in-possession under Chapter 11 of the
       Bankruptcy Code;

   (c) prepare on behalf of the Debtors all motions, applications,
       answers, orders, reports, and papers in connection with the
       administration of the Debtors' estate;

   (d) take action to protect and preserve the Debtors' estates,
       including the prosecution of actions on the Debtors'
       behalf, the defense of actions commenced against the
       Debtors in the Chapter 11 cases, the negotiation of
       disputes in which the Debtors are involved, and the
       preparation of objections to claims filed against the
       Debtors;

   (e) assist the Debtors with the sale of any of their assets
       pursuant to Section 363 of the Bankruptcy Code;

   (f) prepare the Debtors' disclosure statement and any related
       motions, pleadings, or other documents necessary to solicit
       votes on the Debtors' plan of reorganization;

   (g) prepare the Debtors' plan of reorganization;

   (h) prosecute on behalf of the Debtors, the proposed plan of
       reorganization and seek approval of all transactions
       contemplated therein and any amendments thereto; and

   (i) perform all other necessary legal services in connection
       with the Chapter 11 cases.

The Debtors will pay Richards Layton based on the firm's customary
hourly rates.  The principal professionals and paraprofessionals
designated to represent the Debtors and their current standard
hourly rates are:

      (a) Daniel J. DeFranceschi       $650 per hour
      (b) Michael J. Merchant          $550 per hour
      (c) Julie A. Finocchiaro         $255 per hour
      (d) Robert C. Maddox             $255 per hour
      (e) Amanda Steele                $245 per hour
      (f) Rebecca V. Speaker           $200 per hour

The Debtors agree to reimburse Richards Layton for its expenses
including telephone and telecopier toll, regular mail and express
mail charges, document processing charges and travel expenses.

Prior to the Petition Date, the Debtors paid Richards Layton a
retainer of $225,000 in connection with and in contemplation of
the Chapter 11 cases.

Daniel J. DeFranceschi, Esq., attest to the Court that Richards
Layton is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                   About Blitz Acquisition Holdings

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

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.


BONDS.COM GROUP: Michael Gooch Appointed to Board of Directors
--------------------------------------------------------------
The Board of Directors of Bonds.com Group, Inc., appointed Michael
A. Gooch to the Company's Board of Directors to fill a final
vacancy on the Board.  Mr. Gooch was appointed to the Board
pursuant to the terms of the Series E Stockholders' Agreement
dated as of Dec. 5, 2011, by and among the Company and the
stockholders identified therein.  Mr. Gooch is also the Chairman
of the Board of GFI Group Inc. and its Chief Executive Officer.

In connection with his appointment to the Board, the Company
expects to enter into an Indemnification Agreement with Mr. Gooch.
The Indemnification Agreement will expand upon and clarify certain
procedural and other matters with respect to the rights to
indemnification and advancement of expenses provided to Mr. Gooch
as a director of the Company pursuant to applicable Delaware law
and the Company's certificate of incorporation and bylaws.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.

The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


BRAY & JAMISON: Hires Margaret M. McClure as Counsel
----------------------------------------------------
Bray & Jamison PLLC sought and obtained authorization from the
Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern
District of Texas to employ:

          Margaret M. McClure, Esq.
          909 Fannin, Suite 3810
          Houston, Texas 77010
          Tel: (713) 659-1333
          Fax: (713) 658-0334
          E-mail: margaret@mmmcclurelaw.com

as its counsel to give the debtor legal advice with respect to
debtor's powers and duties as debtor-in-possession in the
continued operation of the debtor's business and management of the
debtor's property and to perform all legal services for the
debtor-in-possession which may be necessary.

Ms. McClure charges $300.00 per hour for attorney time and $95.00
per hour for paralegal time, plus expenses and expects to receive
a $5,000 retainer.

                       About Bray & Jamison

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


BROOKLYN FEDERAL: Crowe Horwath Raises Going Concern Doubt
----------------------------------------------------------
Brooklyn Federal Bancorp, Inc.,, filed on Dec. 19, 2011, its
annual report on Form 10-K for the fiscal year ended Sept. 30,
2011.

Crowe Horwath LLP, in New York, N.Y., expressed substantial doubt
about Brooklyn Federal Bancorp.'s ability to continue as a going
concern.  The independent auditors noted that the Company has
experienced substantial deterioration in asset quality and
incurred significant net losses which have resulted in the Company
being placed under a regulatory order.  The regulatory order
requires management to submit a contingency plan and places
additional capital requirements on the Company, limitations on the
use of certain funding sources, and restrictions on certain of the
Company's operations.

The Company reported a net loss of $5.6 million on $12.7 million
of net interest income before provision for loan losses for the
fiscal year ended Sept. 30, 2011, compared with a net loss of
$38.9 million on $22.9 million of net interest income before
provision for loan losses for the fiscal year ended Sept. 30,
2010.

The Company's balance sheet at Sept. 30, 2011, showed
$459.1 million in total assets, $416.7 million in total
liabilities, and stockholders' equity of $42.4 million.

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

                       http://is.gd/XSAlBL

Brooklyn, New York-based Brooklyn Federal Bancorp, Inc., was
formed to serve as the stock holding company for the Bank as part
of Brooklyn Federal Savings Bank's reorganization into the mutual
holding company structure.  The Company's principal business
activity is the origination of mortgage loans secured by one- to
four-family residential real estate, multi-family real estate,
commercial real estate, construction loans, land loans and, to a
limited extent, a variety of consumer loans and home equity loans.


CAMDEN CITY: Moody's Confirms 'Ba2' Rating to $1.7-Mil. Bonds
-------------------------------------------------------------
Moody's has confirmed the Ba2 underlying rating assigned to $1.7
million of outstanding long-term debt issued by the City of Camden
and has removed the rating from review for possible downgrade .
This debt is expected to be paid down during the 2012 fiscal year.

SUMMARY RATINGS RATIONALE

The rating was placed under review for possible downgrade on July
12, 2011 following adoption of the State of New Jersey's fiscal
2012 budget, which reduced State Transitional aid to $10 million
from $149 million. State legislation was subsequently passed on
December 15, 2011 restoring the entire amount of this aid. The
City of Camden has been approved to receive $61.4 million, a
decline of $7.6 million from fiscal 2010. Moody's review
considered this restoration of Transitional aid, possible cash
flow implications as a result of the delayed disbursements as well
as typical general obligation credit factors. The city's liquidity
remained sufficient, despite delayed aid disbursement and
fundamental general obligation considerations are reflected in the
current rating.

The Ba2 rating reflects the city's precarious financial position,
which is heavily dependent on the state, and its challenged
economic environment, which is among the poorest municipalities in
the U.S.

STRENGTHS

-Sufficient liquidity to satisfy expenditures without cash flow
borrowing

-Strong management of strained finances

CHALLENGES

-Heavy reliance on state aid

-Very low income levels and high poverty rate

-Small taxable base

Outlook

What could change the rating (up)?

- Maintaining structural balance and improvement of reserve levels

- Material tax base diversification and commercial development

What could change the rating (down) - removal of stable outlook

- Deterioration of reserve levels with no demonstrated commitment
to restoring structural financial balance

- Decline in economic growth driving increased financial pressure

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


CATASYS INC: 11-Mil. Common Shares Offering to Expire by Jan. 1
---------------------------------------------------------------
Catasys, Inc., is offering up to 11,000,000 shares of the
Company's common stock and warrants to purchase up to 11,000,000
shares of the Company's common stock.  All purchasers will receive
five-year warrants to purchase an aggregate of up to 11,000,000
shares of common stock at an exercise price of $0.30 per share.
Each purchaser will receive a unit consisting of a share of common
stock and warrants to purchase the Company's common stock.  The
Company is not required to sell any specific dollar amount or
number of shares of common stock or warrants, but will use its
best efforts to sell all of the shares of common stock and
warrants being offered.  The offering expires on the earlier of
(i) the date upon which all of the shares of common stock and
warrants being offered have been sold, or (ii) Jan. 1, 2012.

The Company's common stock is traded on the Pink Sheets under the
symbol "CATS.PK".  On Dec. 19, 2011, the last reported sales price
for the Company's common stock was $0.57 per share.

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

                        http://is.gd/QsWyBZ

                         About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.

The Company also reported a net loss of $1.32 million on $207,000
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $7.53 million on $338,000 of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.04
million in total assets, $5 million in total liabilities and a
$1.95 million total stockholders' deficit.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.

                         Bankruptcy Warning

As of Nov. 9, the Company had a balance of approximately $243,000
cash on hand.  The Company had working capital deficit of
approximately $3.5 million at Sept. 30, 2011, and has continued to
deplete its cash position subsequent to Sept. 30, 2011.  The
Company has incurred significant net losses and negative operating
cash flows since its inception.  The Company could continue to
incur negative cash flows and net losses for the next twelve
months.  The Company's current cash burn rate is approximately
$450,000 per month, excluding non-current accrued liability
payments.  The Company expects its current cash resources to cover
expenses through November 2011, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  The Company will need to immediately obtain additional
capital and there is no assurance that additional capital can be
raised in an amount which is sufficient for the Company or on
terms favorable to its stockholders, if at all.  If the Company
does not immediately obtain additional capital, there is a
significant doubt as to whether the Company can continue to
operate as a going concern and the Company will need to curtail or
cease operations or seek bankruptcy relief.  If the Company
discontinues operations, the Company may not have sufficient funds
to pay any amounts to stockholders.


CCB INVESTORS: Reaches Liquidation Deal, Asks for Dismissal
-----------------------------------------------------------
CCB Investors Assets Management, LLC, asks the U.S. Bankruptcy
Court for the Southern District of Florida to approve a settlement
and dismiss its Chapter 11 case.

On Nov. 14, 2011, the Debtor and secured creditor Second Equities
Corp. entered into a settlement agreement which provides for the
orderly liquidation of Debtor's property and for the operating
expenses to be paid with the written approval of Second Equities.

The Debtor owes the secured creditor under a Note dated May 12,
2008, in the principal amount of $5,000,000 which is secured by
a First Mortgage on the Debtor's property.  Payments under the
Note commenced on June 12, 2008.  The Note has been in default
since May 12, 2001, with all principal, plus interest and other
charges, now owing.

The Debtor believes that its financial crisis has been resolved by
the settlement agreement, and that the settlement agreement
provides an opportunity for all creditors to receive a fair return
on their investment in Debtor's business.

The settlement agreement also contemplates the dismissal of the
case.

               About CCB Investors Asset Management

Jupiter, Florida-based CCB Investors Assets Management, LLC, is in
the business of owning and renting 78 boat docks which are part of
a condominium consisting of 90 boat docks.  There are currently 31
leases for 33 boat slips.  The Company filed for Chapter 11
bankruptcy (Bankr. S.D. Fla. Case No. 11-32534) on Aug. 11, 2011.
Judge Erik P. Kimball presides over the case.  Susan D. Lasky,
Esq., at Susan D. Lasky, P.A., serves as the Debtor's counsel.
The petition was signed by Chris Baker, manager.  In its
schedules, the Debtor disclosed $16,227,164 in assets and
$6,845,325 in liabilities.  Secured lender Second Equities Corp.
is represented in the case by L. Louis Mrachek, Esq., at Page,
Mrachek, Fitzgerald & Rose, LI.P.A. LII.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the bankruptcy case of
CCB Investors Assets Management, LLC, until further notice.  The
U.S. Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


CENTRAL PLAINS: Moody's Reviews 'Ba3' Bond Rating for Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed on watch for downgrade the
Ba3 rating of Central Plains Energy Project Gas Project Revenue
Bonds, Series 2007A (Project No. 1) following the downgrade of
MBIA, Inc. to B2 from Ba3. The bonds have exposure to MBIA, Inc.
through the presence of a repurchase agreement provided by MBIA
Inc. (B2) that is also insured by MBIA Insurance Corporation (B3
on watch for downgrade) in which funds needed for debt service
payments are invested.

Over the next several weeks, Moody's will review the issuers'
plans, if any, to remediate their exposure to the downgraded GIC
provider, and take appropriate rating action in accordance with
Moody's methodologies. For further information on Moody's approach
to the incorporation of GIC provider ratings into ratings on gas
prepayment bonds, see Moody's Methodology Update: "Ratings that
Rely on Guaranteed Investment Contracts" dated December 2008.

PRINCIPAL METHODOLOGY USED

The principal methodologies used in assigning the rating were; (i)
Methodology Update: Ratings that Rely on Guaranteed Investment
Contracts and (ii) Gas Prepayment Bond Methodology.


CHEF SOLUTIONS: Authorized to Use "Food Processing Liquidation"
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Chef Solutions Holdings, LLC, et al., to change their names and
changing the caption of the Debtors' Chapter 11 cases in
compliance with the asset purchase agreement.

Previously, the Debtor sold substantially all of its assets to
RMJV, L.P.

The Debtor is authorized to effectuate these name changes:

     Old Name                             New Name
     --------                             --------
1. Chef Solutions Holdings, LLC    Food Processing Liquidation
                                     Holdings, LLC.

2. CS Distribution Holdings, LLC   FPL Distribution Holdings, LLC

3. CS Distributors, Inc., of Ohio  FPL Distributors, Inc. of Ohio

4. CS Prepared Foods Holdings, LLC FPL Prepared Foods Holdings,
                                     LLC

5. Chef Solutions Inc.             Food Processing Liquidation
                                     Inc.

6. Orval Kent Holdings, Inc.       FPL Holdings, Inc.

7. Orval Kent Intermediate         FPL Intermediate Holdings, Inc.
     Holdings, Inc.

8. Orval Kent Parent, LLC          FPL Parent, LLC

9. Orval Kent Food Company, LLC    Food Processing Liquidation,
                                     LLC

10. Orval Kent Food Company of     FPL of Linares, LLC
     Linares, LLC

                       About Chef Solutions

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

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, with the aim
of selling the business to a joint venture between Mistral Capital
Management LLC and Reser's Fine Foods Inc.  Debtor Orval Kent Food
Company disclosed $82,902,336 in assets and $126,085,311 in
liabilities in its schedules.

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

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

Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CHESTER COUNTY: Moody's Affirms Ba1 Rating on Series 1996 Notes
---------------------------------------------------------------
Moody's Investors Service has affirmed Chester County Hospital's
(CCH) Ba1 underlying rating on its Series 1996 and 2001 fixed-rate
bonds. The rating outlook has been revised to negative from
stable. This rating review is in conjunction with a planned $37.5
million direct bank loan, with loan proceeds to be used to finance
the costs of a new patient tower. The Hospital did not issue
Series 2011 fixed-rate bonds, which Moody's rated in spring 2011,
and that rating has been withdrawn. The Hospital did not refund
its Series 1996 bonds, as originally contemplated, and the Series
1996 bonds remain outstanding.

In January 2010, the organizational structure of the hospital and
related entities was modified, with the creation of a new not-for-
profit entity, the Chester County Hospital and Health System (the
System). Unless described differently, financial figures in this
report refer to consolidated audited financial statements for the
System which includes the Hospital, its controlled entity the
Chester County Hematology-Oncology Services (CCHOS), the Chester
County Hospital Foundation (which engages in investment and fund-
raising activities) (the Foundation), as well as other
subsidiaries. The Hospital and CCHOS' combined operating revenue
represents approximately 83% of total operating revenue for the
consolidated System and nearly 89% of net assets of the
consolidated System.

SUMMARY RATING RATIONALE

The Hospital's rating reflects a thin base of cash and
investments, large increase in debt with this borrowing, and a
track record of weak operating cash flow including ongoing
transfers of support to subsidiaries. The rating outlook has been
revised to negative from stable reflecting ongoing pressure on
patient volumes and further weakening of operating performance
during FY 2012.

CHALLENGES

-Unrestricted cash and investments provide weak support for
growing expense base and increased debt. Thin operating
performance, ongoing transfers of financial support, and capital
spending have limited balance sheet growth for the System.

-This borrowing represents a sizeable increase in debt (a 67%
increase in debt for the entire System over FY 2011). Pro-forma
debt to revenue will increase to 35.3%, and cash-to-debt declines
to 39%.

-Ongoing pressure on patient volumes and the shift of inpatient
admissions to observation stays has contributed to ongoing weak
System-wide operating cash flow (5.7% operating cash flow margin
in FY 2011). The Hospital faces competition from both not-for-
profit and for-profit competitors, with a key not-for-profit
competitor opening a new patient tower and growing its patient
volumes in 2010.

-High dependence on two dominant payers, Independent Blue Cross
(IBC) and Aetna, which represent close to half CCH's payer mix on
a gross patient revenue basis. CCH is in the last year of the IBC
contract which expires in October 2012. The Aetna contract expires
on May 1, 2013.

STRENGTHS

-Healthy demographics for the Hospital's service area, Chester
County, Pennsylvania (rated Aaa). Chester County is a growing and
affluent service area, with a relatively low unemployment rate
relative to the U.S. average and population growth projected over
the next five years, particularly in the southwest and northwest
portions of the Hospital's service area.

-Moderate exposure to government payers, with Medicare
representing 40.5% of the gross payer mix and Medicaid
representing 8% of gross payer mix (lower than the 2010 medians of
43% Medicare exposure and 12% Medicaid). However, the Hospital's
Medicare exposure could grow due to stronger projected growth for
adults over the age of 65 in the service area.

Outlook

The negative outlook reflects ongoing negative pressure on patient
volumes and further weakening of operating performance during FY
2012. CCH's thin balance sheet leaves very little margin for
error, and operating deficits or cost overruns or delays in the
new patient tower project could contribute to rating pressure over
the next two years.

WHAT COULD MAKE THE RATING GO UP

Significant growth of unrestricted cash and investments to better
cushion operations and debt coupled with strengthening of overall
operating performance and debt service coverage; stabilization of
patient demand

WHAT COULD MAKE THE RATING GO DOWN

Sustained operating deficits at the subsidiaries requiring ongoing
transfers of support from the Foundation and/or Hospital and
limiting balance sheet growth; additional borrowing or substantial
increase in leases absent growth of cash and investments and net
revenue; declining net patient revenue or weakening of the
Hospital's standalone operating performance and debt service
coverage; significant additional capital needs; unfavorable
negotiations with key payers

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


CIRCLE STAR: Incurs $1.3 Million Net Loss in Oct. 31 Quarter
------------------------------------------------------------
Circle Star Energy Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.36 million on $293,677 of total revenues for the
three months ended Oct. 31, 2011, compared with a net loss of
$3,057 on $0 of total revenues for the same period during the
prior year.

The Company reported a net loss of $6.46 million on $509,971 of
total revenues for the six months ended Oct. 31, 2011, compared
with a net loss of $11,172 on $0 of total revenues for the same
period a year ago.

The Company's balance sheet as of Oct. 31, 2011, showed $3.47
million in total assets, $5.84 million in total liabilities, and a
$2.37 million total stockholders' deficit.

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

                       http://is.gd/Kd6rwZ

                        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 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.


CIT GROUP: Court Upholds Former Parent's Claim
----------------------------------------------
Bankruptcy Judge Allan L. Gropper denied a motion for summary
judgment filed by reorganized debtor, CIT Group Inc., and granted
a cross motion for summary judgment filed by its former indirect
parent company, Tyco International Ltd.  CIT argues that a claim
filed by Tyco should be subordinated pursuant to 11 U.S.C. Sec.
510(b) of the Bankruptcy Code as one for damages arising from the
sale of CIT's securities because the tax agreement on which it is
based was entered into as an integral part of the spinoff of CIT
from Tyco's corporate group in 2002.  Tyco asserts in its cross-
motion that its claim is for damages for breach of contract and
that subordination is not appropriate in view of the purpose and
intent of the statute.  A copy of the Dec. 21, 2011 Memorandum of
Opinion is available at http://is.gd/tlNOatfrom Leagle.com.

The case is CIT GROUP INC., v. TYCO INTERNATIONAL LTD., Adv. Proc.
No. 11-02267 (Bankr. S.D.N.Y.).

Tyco is represented by:

          Marshall R. King, Esq.
          Janet M. Weiss, Esq.
          Oliver M. Olanoff, Esq.
          GIBSON, DUNN & CRUTCHER LLP
          200 Park Avenue
          New York, NY 10166
          Tel: 212-351-3905
          Fax: 212-351-5243
          E-mail: mking@gibsondunn.com

                        About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $35 billion in finance
and leasing assets.  It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-16565) on
Nov. 1, 2009, with a prepackaged Chapter 11 plan of
reorganization.  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

The Court validated the vote of CIT's impaired classes of
creditors and confirmed the Plan on Dec. 8, 2009.  The Plan
provided for the conversion to equity or reinstatement of seven
classes of debt issued primarily in the form of notes and
debentures; one class of unsecured notes was exchanged for new
debt.  General unsecured creditors, including holders of claims
arising from the rejection of executory contracts, were paid in
full and deemed unimpaired.  Holders of preferred and common
stock, as well as subordinated claims, received no recovery.

CIT emerged from bankruptcy protection on Dec. 11, 2009.

                           *     *    *

In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s
Corporate Family Rating to 'B2' from 'B3'.  The rating outlook is
stable.  The upgrade reflects the progress CIT has made addressing
its most immediate organizational, operational, and financial
challenges subsequent to its bankruptcy reorganization in December
2009.  Moody's, however, notes that CIT's weak margins and
uncertainty regarding the pace and adequacy of future margin
improvements are constraints on the firm's ratings.

As reported by the Troubled Company Reporter on Aug. 7, 2011,
Dominion Bond Rating Service affirmed CIT's ratings, including its
Issuer Rating of B (high), unchanged following the Company's
second quarter 2011 financial results.


CLEAN BURN: Wants Perdue's Chapter 7 Conversion Bid Nixed
---------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that Clean Burn Fuels
LLC on Tuesday asked a North Carolina bankruptcy court to reject
Perdue BioEnergy LLC's bid to convert the Company's Chapter 11
proceedings into a Chapter 7 liquidation.

According to Law360, Clean Burn said in a filing that the
appointment of a trustee to oversee its orderly liquidation
through the Chapter 11 process would be a more equitable way to
settle a dispute with Perdue over some $4.7 million worth of corn.

                          About Clean Burn

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

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

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

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


CLEAR CREEK NURSERY: Financial Woes Cue Owner to Shut Down Biz
--------------------------------------------------------------
Brynn Grimley at Kitsap Sun reports that Sean Olmsted, owner of
Clear Creek Nursery, confirmed that the Company will close on
Jan. 1, 2012, blaming a series of financial woes that include a
down economy and the unwillingness of his bank to work with him.

According to the report, Mr. Olmsted took out a $1.6 million loan
about five years ago to pay for a new driveway approach and
stormwater improvements to the property after Kitsap County
ordered the business to make the improvements.  The bank wouldn't
lend the Olmsteds money for the project unless a building existed
on the property, so they built the current structure at the same
time.

The report says the nursery will remain open until Jan. 1, 2011,
when the bank will take over ownership of the property and all
inventory left on site.  Mr. Olmsted doesn't know what the bank
will do with the materials or the property.  Customers with gift
cards or store credits should come in now to use them, notes Mr.
Olmsted.

Clear Creek Nursery filed for Chapter 12 bankruptcy in April 2011.
The filing has since changed to Chapter 11 after the bank refused
to work with Mr. Olmsted.


CLEVELAND ARCADE: Skyline Acquires Oldest Indoor Mall
-----------------------------------------------------
Skyline will reposition the oldest American indoor shopping mall
to capitalize on $2 billion in existing Cleveland development.

The hotel, restaurants and shops of the historic Cleveland Arcade,
one of the best-recognized buildings in downtown Cleveland, have
been acquired by Toronto-based Skyline International Development
Inc.

The landmark Cleveland Arcade complex, which dates back to 1890 as
the first large-scale, indoor shopping mall in the United States
and the ninth building to be listed on the National Register of
Historic Places, also features a 10-year-old, 293-room Hyatt
Regency hotel.  The hotel will continue to be managed by Hyatt as
a Hyatt Regency, under a long-term management agreement.

The property was acquired by Skyline at auction for $7.7 million
after previous owners invested $70 million in acquiring and
restoring the Arcade, including converting office towers to the
hotel, and then defaulted on a mortgage.

Skyline CEO Michael Sneyd, who has been involved in and monitoring
the American market for 15 years, views this destination community
and lodging company's first U.S. acquisition as another major
milestone with five key factors.

He said, "It's the right time for Skyline to expand beyond Ontario
and Canada. The Cleveland Arcade is the kind of mixed-use, legacy
property where Skyline has expertise.  It was an exceptional deal.
It's a well-known hotel.  And Cleveland is a relatively nearby
destination for us, and a city that's definitely on the move."

Company Founder and President Gil Blutrich cites the combination
of over $2 billion in public and private investment that will seea
new convention center, medical mart and the Horseshoe Casino all
open in downtown Cleveland by 2013, plus discussions around
improving the city's transportation infrastructure, as compelling
reasons to invest there now.

"Cleveland is already filled with outstanding architecture,
internationally famous chefs, top attractions like the Rock and
Roll Hall of Fame and sporting facilities.  With these new
additions Cleveland is poised to become a big regional draw for
both meeting and leisure travelers," Blutrich said.

He also sees valuable parallels with the company's ownership and
asset management interest in downtown Toronto's Le Meridien King
Edward Hotel, a 1903 listed build, and acquisition of Muskoka's
115-year-old Deerhurst Resort, north of Toronto, earlier this
year.

Blutrich added, "Our Skyline International team has an affinity
for assets with a real story and something vibrant to share with
visitors and their community.  Our experience restoring the many
unused spaces in the King Edward Hotel and integrating private
residences there, as well as our current work renewing and
expanding the Deerhurst Resort legacy are know-how we will build
on in Cleveland."

Originally financed by leading 19th century businessmen, like John
D. Rockefeller, and modeled on Milan's Galleria Vittorio Emanuele
II, the Cleveland Arcade complex is a Victorian gem with two 10-
story towers, where the hotel is located, linked by a daring,
five-story, glass-roofed gallery and atrium.

The combination of the globally recognized Hyatt Regency brand and
the Cleveland Arcade's rich past will be key factors in Skyline's
optimization plans for its newest asset according to Kevin Toth,
President and COO of Skyline Hotels & Resorts, the company's fast-
growing hospitality division.

"Overall, historic hotels and attractions are continuing to
perform very well in the current economy," Toth said.  "The
advantage is that there is more awareness in the market for
notable historic properties like the Arcade.  They have a name, a
recognized destination, heritage and word of mouth.  For Skyline
International, it's all about how we leverage each landmark's real
estate, burnish their reputation and keep renewing the public's
interest."

Skyline's goals include re-positioning the shopping mall aspect of
the arcade and investing in it and the hotel to make both outlets
profitable for the long-term.

Toth said, "Today, we're celebrating Skyline International's
official arrival 'south of the border' and welcoming our new
Cleveland colleagues to a larger team."

                   About Skyline International

Skyline International Development Inc. --
http://www.skylineinvestments.com/-- is a leading Toronto-based
developer of hospitality properties and destination communities,
Skyline International Development owns over two million square
feet of real estate, has over 2,600 acres and over 1,000 rooms in
its holdings, as well as four Ontario spa outlets, and employs
more than 1,500 staff.  Its unique asset mix includes a
partnership and asset management interest in downtown Toronto's
iconic Le Meridien King Edward Hotel, as well as ownership of,
under the Skyline Hotels & Resorts banner, the city's contemporary
boutique Cosmopolitan Hotel and Pantages Hotel.  Skyline's resort
assets include landmark Deerhurst Resort with 45,000 sq. ft. of
meeting space lakeside in Muskoka, and Horseshoe Resort, home to
Toronto's closest ski area as well as an adventure park.  The
company is also creating residential destination communities at
Deerhurst, Horseshoe and, most extensively, atthe historic
lakefront of Port McNicoll, Ontario, a restored gateway to the
30,000 Islands, aUNESCO World Biosphere Reserve.  In November
2011, the privately owned company raised CDN $27 million in
financial institution private equity to fund continued growth.


CLEVELAND SPEEDWAY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Cleveland Speedway, Inc.
        c/o Ronald J. Willkomm, Sec/Tres
        2180 Dietz Road
        Ringgold, GA 30736

Bankruptcy Case No.: 11-16954

Chapter 11 Petition Date:

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

Judge: John C. Cook

Debtor's Counsel: Richard L. Banks, Esq.
                  RICHARD BANKS & ASSOCIATES, P.C.
                  393 Broad Street NW
                  P.O. Box 1515
                  Cleveland, TN 37311
                  Tel: (423) 479-4188
                  E-mail: bmerriman@rbankslawfirm.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Ronald J. Willkomm,
secretary/treasurer.


COLLECTIVE BRANDS: S&P Lowers Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'B' from 'B+' on U.S footwear retailer Collective Brands
Inc. "At the same time, we lowered our issue-level rating to 'B+'
and lowered our '1' recovery rating to a '2' for the senior
secured term loan. We also affirmed the '6' recovery rating for
the subordinated debt, lowering our issue-level rating to 'CCC+',"
S&P said.

"The outlook reflects our view that moderate performance erosion
over the near term is likely to erode credit protection metrics,
but leverage is unlikely to increase over the mid-5.0x range,"
said Standard & Poor's credit analyst David Kuntz.

The rating on Collective Brands Inc., a specialty footwear
retailer, reflects recent performance moderately below Standard &
Poor's Ratings Services' expectations. This is due to persistently
high unemployment and an increase in product costs, which are
likely to result in continued weakness at the company's core
Payless Domestic segment.

"Our stable outlook reflects our view that performance is likely
to erode moderately over the near term, reflecting the weak
economy and reduced demand for the Payless Domestic segment. In
our view, persistently high unemployment is likely to continue to
dampen spending for this division's core consumer. We also expect
higher product costs and discounting to continue eroding margins.
As a result, we anticipate that leverage is likely to increase
slightly to the mid-5.0x area over the near term. However, the
actions the company has taken since the strategic review should
result in some reversal of recent declines over the next 12
months," S&P said.

"We could lower our rating if sales are below our expectation for
a low- to mid-single-digit decrease in the Payless segment in
fiscal 2011, or are modestly negative in 2012. Under this
scenario, continued merchandise issues would result in margin
erosion of an additional 150 basis points, leading to leverage in
the mid-6.0x area. Although unlikely, we could raise our rating if
Collective Brands can demonstrate positive same-store sales over
the near term while improving margins 150 basis points ahead of
our expectations. At that time, leverage would decline to the low-
4.0x area," S&P said.


COMERICA INCORPORATED: Moody's Reviews Ratings for Downgrade
------------------------------------------------------------
Moody's Investors Service placed the long- and short-term ratings
of Comerica Incorporated (senior debt at A2, short-term at Prime-
1) on review for possible downgrade. The long-term ratings of
Comerica's operating bank, Comerica Bank (B- for bank financial
strength, A1 for deposits), were also placed on review for
possible downgrade, but the bank's Prime-1 short-term rating was
affirmed.

RATINGS RATIONALE

Moody's will review Comerica's prospects for returning to a level
of earnings commensurate with its current ratings. In light of the
difficult operating environment facing the bank, specifically
protracted low interest rates, Moody's believes it will be
challenging for Comerica to return to its historic level of
profitability. Therefore, the review will also explore Comerica's
possible strategic responses to its profitability challenge, a
challenge that may result in growing shareholder pressure to
generate higher returns on capital.

Moody's notes that while Comerica's cost of funding is among the
best in the industry, its ability to further reduce those costs is
limited. As such, the extended period of low rates has served to
highlight the susceptibility of Comerica's earnings potential to
changes in interest rates, which may be more pronounced than
similarly-rated peers. The review will therefore also consider
Comerica's ability to improve its net interest margin in the
current environment.

Unlike those of many peers, Comerica's ratings have not been
lowered since the onset of the credit crisis in late 2007 because
of its comparative balance sheet strength. Although the bank's
credit costs increased during the downturn, Comerica holds
comparatively little consumer real estate exposure and its
commercial real estate portfolio is manageable. Moreover, its core
commercial loan book has performed well. Comerica's loan book is
not a focus of Moody's review. In addition, as a result of its
loan mix, Comerica has not had to alter its strategy coming out of
the downturn, unlike peers that were more real estate focused.
Finally, its capital and liquidity profiles have remained strong.

In the event that Moody's decides to lower Comerica's ratings, a
downgrade is likely to be limited to one notch. In that scenario,
Comerica's bank-level short-term rating would remain Prime-1.
Therefore, it was not placed on review. However, a one notch
downgrade of Comerica's long-term ratings would result in a Prime-
2 holding company-level short-term rating.

The methodologies used in this rating were "Bank Financial
Strength Ratings: Global Methodology" published in February 2007,
and "Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology" published in March 2007.

Comerica Incorporated is a $61 billion bank holding company based
in Dallas, Texas.

On Review for Possible Downgrade:

   Issuer: Comerica Bank

   -- Bank Financial Strength Rating, Placed on Review for
      Possible Downgrade, currently B-

   -- Issuer Rating, Placed on Review for Possible Downgrade,
      currently A1

   -- OSO Senior Unsecured OSO Rating, Placed on Review for
      Possible Downgrade, currently A1

   -- Subordinate Regular Bond/Debenture, Placed on Review for
      Possible Downgrade, currently A2

   -- Senior Unsecured Bank Note Program, Placed on Review for
      Possible Downgrade, currently (P)A1

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently A1

   -- Senior Unsecured Deposit Rating, Placed on Review for
      Possible Downgrade, currently A1

   Issuer: Comerica Incorporated

   -- Issuer Rating, Placed on Review for Possible Downgrade,
      currently A2

   -- Multiple Seniority Shelf, Placed on Review for Possible
      Downgrade, currently (P)Baa2, (P)A2

   -- Subordinate Regular Bond/Debenture, Placed on Review for
      Possible Downgrade, currently A3

   -- Senior Unsecured Commercial Paper, Placed on Review for
      Possible Downgrade, currently P-1

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently A2

Outlook Actions:

   Issuer: Comerica Bank

   -- Outlook, Changed To Rating Under Review From Stable

   Issuer: Comerica Incorporated

   -- Outlook, Changed To Rating Under Review From Stable


COMPUCOM SYSTEMS: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed CompuCom Systems, Inc.'s B2
Corporate Family Rating and the existing ratings for the Company's
debt instruments. Moody's changed the outlook for CompuCom's
ratings to positive from stable based on expectations of
continuing improvement in the Company's credit metrics.

Moody's affirmed these ratings:

   Issuer: CompuCom Systems, Inc.

   -- Corporate Family Rating -- B2

   -- Probability of Default Rating -- B2

   -- $146 million (outstanding) Senior Secured Bank Credit
      Facility, due 2014 -- Ba2, LGD1 (7%), changed from LGD2 (10
       %)

   -- $285 million Senior Subordinated Regular Bond/Debenture due
      2015 -- B3, LGD4 (63%), changed from LGD4 (67 %)

Outlook Actions:

   Issuer: CompuCom Systems, Inc.

   -- Outlook, Changed To Positive From Stable

RATINGS RATIONALE

The positive outlook reflects Moody's expectations that despite a
tepid U.S. economic recovery and persisting high levels of
unemployment CompuCom's revenue and cash flow from operations
should continue to grow in the next 12-to-18 months. The Company
should be able to offset competitive pressures and preserve its
EBITDA margin through growth in higher margin information
technology (IT) outsourcing services. The positive outlook
recognizes CompuCom's increased financial flexibility resulting
from deleveraging by about 1.3x in the last twelve months driven
by accelerated debt repayment and EBITDA growth, and the Company's
good free cash flow generation.

The B2 CFR primarily reflects CompuCom's high financial leverage
and its relatively small scale compared to its much larger and
better capitalized competitors which offer a broad range of IT
services and solutions. CompuCom's core business comprises
outsourced desktop management and help desk support services, and
value-added resale of hardware and software products, which face
high levels of competition. However, the risks are mitigated by
CompuCom's good niche market position as a Tier 2 provider with
scale and the Company's competitive desktop management and help
desk outsourcing services offerings. The rating is constrained by
the Company's historical tolerance for high financial leverage and
potential for debt financed returns to shareholders in the future,
although Moody's notes that the existing credit agreement
restricts CompuCom's ability to make dividend distributions.

The B2 rating is supported by Moody's expectations for CompuCom's
organic revenue growth in the mid single digit rates, a good
backlog of revenue, and free cash flow generation in excess of 10%
of its total debt in the next 12 months. Moody's expects
CompuCom's total debt/EBITDA leverage to continue to decline
during 2012. The rating benefits from CompuCom's track record of
long-standing relationships with its key blue-chip customers and
the near-term visibility provided by recurring revenues from long-
term service contracts.

Moody's could raise CompuCom's ratings if the Company demonstrates
sustained organic revenue growth in its IT services segment and
maintains stable EBITDA margins. Upward rating pressure could
develop if CompuCom could sustain Total Debt/EBITDA leverage below
3.5x (Moody's adjusted, and excluding the 50% debt attribution to
the Company's preferred stock) and free cash flow in excess of 10%
of its total adjusted debt.

Conversely, Moody's could stabilize CompuCom's ratings outlook if
IT services revenue growth weakens or the Company experiences
erosion in EBITDA margin. The rating could come under pressure if
CompuCom's liquidity deteriorates or free cash flow declines below
5% of total debt and the Company is unable to manage Total
Debt/EBITDA leverage below 5.0x (Moody's adjusted, and excluding
the 50% debt attribution to the Company's preferred stock).

Headquartered in Dallas, Texas, CompuCom Systems, Inc. provides IT
solutions and services. For the twelve months ended September 30,
2011 the Company generated $1.5 billion in revenue.

The principal methodology used in rating CompuCom was the Global
Business & Consumer Service Industry 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.


COUNTRYWIDE FINANCIAL: Bank of America Close to Settling Probe
--------------------------------------------------------------
American Bankruptcy Institute reports that Bank of America Corp.
is close to settling a U.S. Justice Department probe into whether
its Countrywide Financial Corp. unit violated fair-lending
practices.

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at
$4 billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CREDIT ACCEPTANCE: Moody's Affirms 'B1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Credit Acceptance Corporation's
Corporate Family and Senior Secured Notes ratings of B1 and
changed the outlook to stable from negative.

RATINGS RATIONALE

The stable outlook reflects the company's consistently strong
returns in the large, fragmented indirect subprime auto market as
well as CACC's satisfactory capital levels. Moody's also notes
that the company has sufficient liquidity under its credit
facilities to finance new loan growth and has diversified its debt
structure to include additional warehouse and ABS debt facilities;
CACC's liquidity profile also benefits from the amortizing nature
of its warehouse and ABS debt facilities.

However, the ratings remain constrained by CACC's vulnerability to
adverse economic, political and regulatory developments caused by
its exposure to the subprime consumer segment. Ratings are also
constrained by the company's significant dependence on performance
and confidence-sensitive wholesale funding, which introduces
renewal/refinancing risk, as well as the relatively short
warehouse debt facilities' terms. Moreover, CACC's significant
asset encumbrance level, with virtually all assets encumbered by
the company's existing credit facilities, limits its operational
and financial flexibility. These characteristics underscore the
importance of a solid capital position.

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

In its last rating action dated 28 February 2011, Moody's
Investors Service had assigned the rating of B1 to CACC's $100
million add-on to its $250 million Senior Secured Notes. Moody's
also affirmed the company's Corporate Family and Senior Secured
Note ratings, both with negative outlooks.

CACC, headquartered in Southfield, Michigan, is an auto finance
company focused on subprime consumers.


CUMULUS MEDIA: Files Registration Statement for Sale of Guarantees
------------------------------------------------------------------
Cumulus Media Inc., Cumulus Media Holdings Inc., a wholly-owned
subsidiary of the Company, and certain other of the Company's
subsidiaries that have guaranteed Cumulus Holdings' outstanding
7.75% Senior Notes due 2019 intend to file a registration
statement to register the offer and sale of certain debt
securities of Cumulus Holdings and guarantees of the Exchange
Notes by the Company and the Subsidiary Guarantors.  The Exchange
Notes and the Exchange Guarantees will be issued in exchange for
the Original Notes and the related outstanding guarantees thereof
by the Company and the Subsidiary Guarantors, respectively.

As previously disclosed, on Sept. 16, 2011, the Company completed
the acquisition of Citadel Broadcasting Corporation and its
subsidiaries.  In connection with the Acquisition, Citadel and
certain of its subsidiaries provided guarantees of the Original
Notes and became Subsidiary Guarantors.

                        About Cumulus Media

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

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

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting are Missouri and Texas radio
stations.

                          *     *     *

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

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


CUPIC, LLC: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cupic, LLC
        8210 SE 29th Street
        Mercer Island, WA 98040-3004

Bankruptcy Case No.: 11-24423

Chapter 11 Petition Date: December 15, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Kevin T. Helenius, Esq.
                  40 Lake Bellevue, Suite 100
                  Bellevue, WA 98005
                  Tel: (425) 450-7011
                  E-mail: efiling@kth-law.com

Scheduled Assets: $6,450,150

Scheduled Liabilities: $4,876,671

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wawb11-24423.pdf

The petition was signed by Stephen P. Cupic, president.


DELPHI FINANCIAL: Moody's Assigns (P)Ba1 Preferred Shelf Rating
---------------------------------------------------------------
Moody's Investors Service has placed on review for possible
upgrade the ratings of Delphi Financial Group, Inc. (Delphi -
NYSE: DFG; senior debt at Baa3) and its wholly-owned operating
companies: Reliance Standard Life Insurance Company (Reliance
Standard, insurance finance strength (IFS) rating at A3) and
Safety National Casualty Corporation (Safety National, IFS rating
at A3). The rating action follows the announcement by Tokio Marine
Holdings, Inc. (ultimate parent of Tokio Marine & Nichido Fire
Insurance Co., Ltd, Aa2 IFS negative outlook) of its proposed
acquisition of all the outstanding stock of Delphi for $2.7
billion in cash in a transaction scheduled to close in the second
of 2012, subject to regulatory and shareholder approvals. Moody's
will comment separately on Tokio Marine & Nichido Fire Insurance
Co.

RATINGS RATIONALE

Commenting on the review for possible upgrade of Delphi's ratings,
Moody's said that the proposed acquisition would provide Delphi
and its subsidiaries the benefits of being part of the larger
Tokio Marine group and its greater financial resources and
stronger credit profile. Tokio Marine has bought other insurers
around the globe recently and integrated them into its business
platform while supporting the acquired business.

Moody's Vice President Neil Strauss added, "We would view the
proposed transaction as positive to Delphi in terms of its
financial flexibility and investment management, as well as the
possibility of support given the greater resources of Tokio
Marine."

According to the rating agency, the review will focus on the
approval/execution of the acquisition, integration plans for
Delphi, and Tokio Marine's level of support for its proposed
acquisition.

Factors that could lead to an upgrade of Delphi and its
subsidiaries include the completion of the transaction and
explicit/implicit support from Tokio Marine, combined with
continued underwriting discipline and good financial performance
by the operating companies. Conversely, the ratings could be
confirmed at their current rating level should the transaction not
proceed as planned; support from Tokio Marine is modest; plans for
integrating Delphi are limited, and/or Delphi's financial
performance weakens significantly.

These ratings were placed on review for possible upgrade:

Delphi Financial Group, Inc. -- senior unsecured debt at Baa3,
junior subordinate debt at Ba1;

Delphi Funding L.L.C. -- preferred shelf at (P)Ba1

Reliance Standard Life Insurance Company -- insurance financial
strength rating at A3;

Safety National Casualty Corp. -- insurance financial strength
rating at A3;

Delphi Financial Group, Inc. has its operations headquartered in
New York, New York. At September 30, 2011 it held $8.5 billion in
assets and shareholders' equity was $1.7 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.

The methodologies used in this rating were Moody's Global Rating
Methodology for Property and Casualty Insurers published in May
2010, and Moody's Global Rating Methodology for Life Insurers
published in May 2010.


DELPHI FIN'L: Fitch Puts 'BB' Jr. Debt Rating on Watch Positive
---------------------------------------------------------------
Following the announcement of a proposed acquisition of Delphi
Financial Group, Inc.(DFG) by Tokio Marine Holdings, Inc. (TMHD),
Fitch Ratings has placed the 'BBB' Issuer Default Rating (IDR) of
DFG on Rating Watch Positive.  In addition, the 'A-' Insurer
Financial Strength (IFS) ratings on DFG subsidiaries Reliance
Standard Life Insurance Company (RSL), First Reliance Standard
Life Insurance Company (FRSL), and Safety National Casualty
Corporation (SNCC) were also placed on Rating Watch Positive.  A
complete listing of ratings follows at the end of this release.
Tokio Marine & Nichido Fire (TMNF) is the main operating
subsidiary of TMHD and is the largest property/casualty insurer in
Japan.  TMNF's financial strength is rated 'AA-' by Fitch and the
company operates in the U.S. through a branch office and a
subsidiary, Philadelphia Insurance Companies, acquired in 2008.

Fitch placed the following ratings on Watch Positive.

Delphi Financial Group, Inc.

  -- IDR at 'BBB';
  -- Senior notes due 2020 at 'BBB-'.
  -- 7.376% junior subordinated notes due 2067 at 'BB'.

Reliance Standard Life Insurance Co.

  -- Issuer Financial Strength (IFS) at 'A-'.

First Reliance Standard Life Insurance Co.

  -- IFS at 'A-'.

Safety National Casualty Corp.

  -- IFS at 'A-'.

TMHD is offering approximately $2.7 billion in cash for DFG and
the acquisition is expected to close early in the second quarter
of 2012, pending shareholder and regulatory approvals.  The
transaction represents a sizeable premium over Sept. 30, 2011 book
value of $1.7 billion.  DFG's common stock had been trading at a
discount to book value before the acquisition was announced.

TMHD reported net premiums of $17.4 billion through the first
half of fiscal 2011, which is on pace to exceed premiums of
approximately $30 billion from fiscal year 2010.  Net income was
$1 billion in the first half of fiscal 2011, which is down
following an estimated $360 million in losses from the March 2011
earthquake.  TMHD reported stockholders' equity of $23 billion at
the close of the second quarter of fiscal 2011, which is down 17%
from the end of fiscal year 2009.

DFG is likely to remain intact and operate autonomously after the
acquisition.  DFG shares a common target customer as Philadelphia
Insurance, but there is minimal to no overlap in products offered
by the companies.

Overall, Fitch views the acquisition favorably as DFG should
benefit from a larger, more highly rated parent.  The resolution
of the Positive Watch on DFG's ratings will depend on financial
support from TMNF as well as DFG's strategic fit within the TMHD
enterprise.

DFG reported net income of $116 million on total revenues of $1.3
billion through the first nine months of 2011. Shareholders'
equity was $1.7 billion as of Sept. 30, 2011, increasing from $1.5
billion at the end of 2010.


DELTA PETROLEUM: Meeting to Form Creditors Committee on Dec. 30
---------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
an organizational meeting on Dec. 30, 2011, at 11:00 a.m. in the
bankruptcy case of Delta Petroleum Corporation, et al.  The
meeting will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 5209
   Wilmington DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       About Delta Petroleum

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.


DREIER LLP: Judge Bernstein Rules on Suit v. Westford Hedge Funds
-----------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein granted, in part, and denied,
in part, a motion to dismiss the lawsuit filed by the chapter 11
trustee of the estate of Dreier LLP to avoid and recover
fraudulent transfers aggregating $137,648,574.  The defendants are
an affiliated group of hedge funds (and their agents and managers)
that invested in Marc S. Dreier's self-confessed criminal Ponzi
scheme.  The plaintiff seeks to equitably subordinate the
defendants' claims and impose liability under general partnership
law against the general partner of one of the defendants.
Westford Asset Management LLC and the other defendants argue that
the fraudulent transfer allegations should be dismissed because
the face of the Amended Complaint reflects that it received all of
the transfers in good faith and paid value.

The Court decision outlines Westford's participation in the Ponzi
scheme.  Dreier LLP transferred $137,648,574 to Westford within
six years of the petition date of which $80,294,253 was
transferred within two years of the petition date.  In his ruling
Judge Bernstein turned to, among others, decisions made in
litigation involving the Bernard Madoff Ponzi scheme.  A copy of
Judge Bernstein's Dec. 19, 2011 Memorandum Decision is available
at http://is.gd/G4fPD7from Leagle.com.

The case is SHEILA M. GOWAN, Chapter 11 Trustee For the Estate of
Dreier LLP, v. WESTFORD ASSET MANAGEMENT LLC, SGS ASSET
MANAGEMENT, STAFFORD TOWNE, LTD., BENNINGTON INTERNATIONAL
HOLDINGS, LTD., WESTFORD SPECIAL SITUATIONS MASTER FUND L.P.,
ADAMS INTERNATIONAL TRADING, LTD., CARSTON SPIRES, LTD., WESTFORD
GLOBAL ASSET MANAGEMENT LTD., EPSILON GLOBAL MASTER FUND, LP,
EPSILON GLOBAL MASTER FUND II, LP, WESTFORD SPECIAL SITUATIONS
FUND, LTD., EPSILON DISTRESSED STRATEGIES MASTER FUND, LP and
STEVE STEVANOVICH, Adv. Proc. No. 10-5447 (Bankr. S.D.N.Y.).

Counsel to Westford are:

          Steven C. Bennett, Esq.
          Michael D. Silberfarb, Esq.
          Tobias S. Keller, Esq.
          JONES DAY
          222 East 41st Street
          New York, NY 10017
          E-mail: scbennett@jonesday.com
                  msilberfarb@jonesday.com
                  tkeller@jonesday.com

                    About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


EASTMAN KODAK: To Sell Eastman Gelatine Subsidiary
--------------------------------------------------
Eastman Kodak Company said Thursday that, consistent with its
intention to sell non-core assets to sharpen the Company's focus
on its digital growth initiatives and accelerate Kodak's
transformation to a digital company, it has agreed to sell its
Eastman Gelatine Corporation business to Rousselot, part of the
Vion Food Group. Financial details were not disclosed. Subject to
customary closing conditions, the transaction is expected to close
within 30 days.

About 95 Eastman Gel employees associated with the business will
continue with the business following the closing.  Included in the
sale is 575,000 square foot of production space in Peabody, Mass.

Eastman Gel has been successfully managing the transition of the
photographic market by increasingly expanding its sales into non-
photographic categories, such as the pharmaceutical, edible
protein and food/confectionary categories.

"Eastman Gelatine is a business that is well-positioned in this
industry," said Brad W. Kruchten, President, Film, Photofinishing
and Entertainment Group, and Kodak Senior Vice President.  "This
sale is another step in our value creation program for our
shareholders and enhances Kodak's financial position."

Mr. Kruchten noted that Rousselot is positioned to help Eastman
Gelatine continue the recent growth in its sales outside the
photographic industry.

"Rousselot is an ideal acquirer of Eastman Gelatine because it is
strategic to them and the company is committed to growing the
business for the benefit of customers and employees," Mr. Kruchten
said.  "I'm very pleased that we have such a favorable outcome for
all of our constituents."

Dirk Kloosterboer, Vice Chairman of the Vion board, welcomes the
acquisition of Eastman Gel as an important opportunity to
strengthen Rousselot's position in both growing pharmaceutical
markets and its current position in North America. "This
acquisition contributes to our strategy of worldwide presence in
gelatine and proximity to customers," Mr. Kloosterboer said.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

Kodak's balance sheet at Sept. 30, 2011, showed $5.10 billion
in total assets, $6.75 billion in total liabilities and a
$1.65 billion total deficit.

Kodak had sales of $7.2 billion last year. Sales declined by 24
percent since 2008. The net loss last year was $687 million.
During the first nine month of this year, the net loss was
$647 million on sales of $4.27 billion.

In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios.  Kodak hired Jones Day as legal adviser
and investment bank Lazard Ltd., but denied rumors it was filing
for bankruptcy.   It also enlisted FTI Consulting Inc.

In December, Kodak hired Sullivan & Cromwell's restructuring
practice, replacing Jones Day.

A group of Kodak's bondholders have formed an informal committee
and hired law firm Akin Gump Strauss Hauer & Feld LLP for advise.

                           *     *     *

As reported by the TCR on Nov. 3, 2011, Fitch Ratings affirmed and
then withdrew the 'CC' long-term Issuer Default Rating and issue
ratings of Eastman Kodak Company.  Fitch decided to discontinue
the rating, which is uncompensated.

Moody's Investors Service said in a report Nov. 7, 2011, that
Kodak will run out of cash in the U.S. around the second or third
quarters of 2012.


EASTMAN KODAK: Board of Directors Elects Quatela as President
-------------------------------------------------------------
Eastman Kodak Company (NYSE: EK) said its board of directors has
elected Laura Quatela as President, effective Jan. 1, 2012.

Ms. Quatela, 54, who is currently the company's General Counsel,
will serve alongside Philip Faraci, who continues as President, a
position he has held since September 2007.  Both report to Kodak
Chairman and Chief Executive Officer Antonio M. Perez.

"Laura's election reflects her increasing role in the company,
including the strategic importance of the intellectual property
business," Mr. Perez said.

Additionally, Patrick Sheller, the company's Deputy General
Counsel, Corporate Secretary and Chief Compliance Officer, will
succeed Ms. Quatela as General Counsel.  As General Counsel, he
will report to Mr. Perez and will continue to serve as Secretary
to the board of directors.

Dana Mattioli, writing for The Wall Street Journal, and Drew
FitzGerald, writing for Dow Jones Newswires, report that Ms.
Quatela's role in the company has grown as Kodak's fortunes
declined.  The same year she became head of intellectual property,
Kodak created a goal to generate between $250 million and $350
million a year in patent licensing.

The report notes that under Ms. Quatela's leadership, Kodak struck
a $550 million licensing deal with Samsung Electronics Co. and a
$400 million deal with LG Electronics Inc., as well as a number of
other deals that have been a big factor in keeping the company
afloat.  Since August, her role has become even more vital as
Kodak began an effort to sell 1,100 of its digital patents.  Ms.
Quatela has appeared alongside Mr. Perez in company town halls,
updating employees about Kodak's patent sale efforts.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

Kodak's balance sheet at Sept. 30, 2011, showed $5.10 billion
in total assets, $6.75 billion in total liabilities and a
$1.65 billion total deficit.

Kodak had sales of $7.2 billion last year. Sales declined by 24
percent since 2008. The net loss last year was $687 million.
During the first nine month of this year, the net loss was
$647 million on sales of $4.27 billion.

In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios.  Kodak hired Jones Day as legal adviser
and investment bank Lazard Ltd., but denied rumors it was filing
for bankruptcy.   It also enlisted FTI Consulting Inc.

In December, Kodak hired Sullivan & Cromwell's restructuring
practice, replacing Jones Day.

A group of Kodak's bondholders have formed an informal committee
and hired law firm Akin Gump Strauss Hauer & Feld LLP for advise.

                           *     *     *

As reported by the TCR on Nov. 3, 2011, Fitch Ratings affirmed and
then withdrew the 'CC' long-term Issuer Default Rating and issue
ratings of Eastman Kodak Company.  Fitch decided to discontinue
the rating, which is uncompensated.

Moody's Investors Service said in a report Nov. 7, 2011, that
Kodak will run out of cash in the U.S. around the second or third
quarters of 2012.


EMMIS COMMUNICATIONS: Zazove Holds 18.8% of Preferred 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 491,210 shares of
6.25% Series A Cumulative Convertible Preferred Stock of Emmis
Communications Corporation representing 18.8% of the shares
outstanding.  The shares are convertible into 1,198,552 shares of
Class A Common Stock.  A full-text copy of the Schedule 13D is
available for free at http://is.gd/V9YJ6g

                     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.


EVERGREEN PLAZA: Chapter 11 Reorganization Case Dismissed
---------------------------------------------------------
The Hon. Geraldine Mund of the U.S. Bankruptcy Court for the
Central District of California dismissed the Chapter 11 cases of
Evergreen Plaza Investment-DE, LLC, et al.

Irving Kaufman and Mona Kaufman requested for the dismissal of the
Debtors' cases.

The Kaufmans are represented by:

         Hayes F. Michel, Esq.
         BAKER & HOSTETLER LLP
         12100 Wilshire Boulevard, 15th Floor
         Los Angeles, CA 90025-7120
         Tel: (310) 820-8800
         Fax: (310) 820-8859
         E-mail: hmichel@bakerlaw.com

           About Evergreen Plaza Investment-DE et al.

Evergreen Plaza Investment-DE, LLC; 15352 Vanowen Street
Apartments-DE, LLC; Normandie Court III-DE, LLC; Westlake
Evergreen-DE, LLC, jointly own, as Tenants-in-Common, 100% of real
property located at 3637-3755 E. Thousand Oaks Blvd., Thousand
Oaks, California.  The percentage of ownership is: Evergreen
(54.31%), Normandie (10.74%), Westlake (25%), and Vanowen (9.95%).
The four entities jointly operate the Real Property pursuant to a
Tenancy in Common Agreement executed between them on Oct. 28,
2004.  The Real Property is a commercial complex of about 38 units
with 21 units rented at this time.

The real property is managed by Kaufman Properties, owned by Mark
Kaufman, and JDS Real Estate, Inc. owned by Jason Schwetz. The
leasing broker is JDS Real Estate, Inc. who is presently showing
the spaces.

The four entities filed for Chapter 11 bankruptcy on June 28,
2011, to stop a foreclosure sale by secured creditor LNR Partners.
Evergreen Plaza Investment-DE (Bankr. C.D. Calif. Case No. 11-
17858); Westlake Evergreen-DE, LLC (Bankr. C.D. Calif. Case No.
11-17874); 15352 Vanowen Street Apartments-DE (Bankr. C.D. Calif.
Case No. 11-17870); and Normandie Court III-DE (Bankr. C.D. Calif.
Case No. 11-17872), estimated $10 million to $50 million in both
assets and debts in their petitions.  The law offices of M.
Jonathan Hayes serve as the Debtors' counsel.  The Court for the
Central District of California has transferred the Chapter 11 case
to the calendar of Bankruptcy Judge Geraldine Mund.

The Debtors value the real property at roughly $13 million.  Total
secured debt exceeds $17 million.  Each debtor-entity said its
case is a single asset case.  Normandie Court III-DE, LLC
disclosed $14,000,000 in assets and $17,801,110 in liabilities as
of the Chapter 11 filing.


EVERGREEN SOLAR: Has Until March 14 to Propose Chapter 11 Plan
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended Evergreen Solar, Inc.'s exclusive
periods to file and solicit acceptances for the proposed chapter
11 plan until March 14, 2012, and May 14, 2012, respectively.

As reported in the Troubled Company Reporter on Dec. 1, 2011, the
Debtor related that the additional time will permit the Debtor to
conduct additional asset sales, including the sale of its factory
and equipment located in Devens, Mass., as well as other non-core
assets.  The Debtor has been working with its financial advisors
and other professionals to ensure that the additional asset sales
can be conducted to maximize value to the estate.  The Debtor will
also continue to assess its current contractual obligations and
determine whether to reject additional contracts.

                       About Evergreen Solar

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

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

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

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

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

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

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

At an auction in November, Evergreen Solar sold some of its core
assets to Max Era Properties Limited.


EVERGREEN SOLAR: Has Until March 12 to Decide on Unexpired Leases
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended until March 12, 2012, Evergreen
Solar, Inc.'s deadline to assume or reject all unexpired leases of
nonresidential real property.

                       About Evergreen Solar

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

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

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

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

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

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

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

At an auction in November, Evergreen Solar sold some of its core
assets to Max Era Properties Limited.


EVERGREEN SOLAR: Committee Wants Chapter 11 Case Dismissed
----------------------------------------------------------
BankruptcyData.com reports that Evergreen Solar's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion seeking to dismiss the Chapter 11 proceeding.

The committee asserts, "The Committee files this Motion with great
reluctance. However, there is no avoiding the facts: The Debtor
has sold substantially all its assets and continues to accrue
administrative expenses every day. The Secured Noteholders did
agree to dedicate cash to fund a "wind-down budget" at the
beginning of the case and have (on information and belief) agreed
to increase and extend the budget, but the budget does not cover
all of the likely administrative expenses of the estate." The
committee asked that, if the case were dismissed, the Court find
that holders of unsecured notes would receive approximately
$3,750,000 in preference proceeds returned under Section 349(b) of
the Bankruptcy Code.

The Court scheduled a Jan. 19, 2012 hearing on the matter.

                        About Evergreen Solar

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

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

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

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

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

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

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

At an auction in November, Evergreen Solar sold some of its core
assets to Max Era Properties Limited.


FAIRWAY PARK: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Fairway Park Manor, LLC
        1224 Berrum Lane
        Reno, NV 89509

Bankruptcy Case No.: 11-53780

Chapter 11 Petition Date: December 13, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $5,528,450

Scheduled Liabilities: $5,733,535

The Company's list of its 12 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb11-53780.pdf

The petition was signed by Sonia Sexton, member.


FIRETEAM CORPORATION: Case Summary & Creditors List
---------------------------------------------------
Debtor: Fireteam Corporation
        1968 US Highway 41
        Pelham, TN 37366

Bankruptcy Case No.: 11-16907

Chapter 11 Petition Date: December 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Winchester)

Judge: Shelley D. Rucker

Debtor's Counsel: Robert S. Peters, Esq.
                  SWAFFORD, PETERS, PRIEST & HALL
                  120 North Jefferson Street
                  Winchester, TN 37398
                  Tel: (931) 967-3888
                  Fax: (931) 967-2172
                  E-mail: rspeters@spphlaw.com

Scheduled Assets: $331,000

Scheduled Liabilities: $2,912,189

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/tneb11-16907.pdf

The petition was signed by Barry McFarland, vice president.


FIRST STREET: Proposes Deal with MS Mission for Cash Use
--------------------------------------------------------
First Street Holdings NV, LLC, et al., ask the U.S. Bankruptcy
Court for the Northern District of California to approve a
stipulation authorizing use of MS Mission Holdings, LLC's cash
collateral.

MS Mission acquired CapitalSource Finance, LLC's interest in the
loan pursuant to that certain Loan Agreement as of May 12, 2006.

Under the stipulation between the Debtors and MS Mission, the
terms of the use of cash collateral includes:

   a. MS Mission Holdings will continue to collect rents;

   b. MS Mission Holdings will continue to pay expenses;

   c. in the event of any surplus of rents over expenses, MS
   Mission Holdings may apply the balance to its secured claim;

   d. MS Mission Holdings will be entitled to make advances to
   cover the difference between rents and expenses;

   e. said advances will be added to, and will have the same
   priority, as MS Mission Holdings' allowed secured claim;
   provided, however, that the advances will be subordinated to
   the administrative expenses of a superseding chapter 7 case
   pursuant to Section F(3) of the Court's Guidelines for cash
   collateral & financing motions & stipulations; and

   f. the stipulation will be effective pending the earlier of:
   (1) confirmation of a chapter 11 plan; (2) dismissal of the
   within case; (3) appointment of a chapter 11 trustee; (4)
   conversion of the within case to chapter 7; (4) the granting of
   relief from the automatic stay with respect to the affected
   property or properties, as applicable; or (5) upon further
   order of this Court.

The stipulation provides for the payment of operating expenses to
preserve MS Mission Holdings' collateral and the addition of
postpetition advances to MS Mission Holdings' lien; it does not
provide additional adequate protection.

                        About First Street

First Street Holdings NV, LLC, filed for Chapter 11 bankruptcy
(Bankr. N.D. Calif. Case No. 11-49300) on Aug. 30, 2011, before
Judge Roger L. Efremsky.  Iain A. Macdonald, Esq., at MacDonald
and Associates, serves as the Debtor's bankruptcy counsel.
Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.  In
its schedules, the Debtor disclosed $81,962,460 in assets and
$80,409,199 in liabilities.


FORESTHILL PUBLIC: S&P Lowers Underlying Rating on COPs to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'B' from 'A-' on Foresthill Public Utility District,
Calif.'s revenue certificates of participation (COPs), issued by
the California Special District Association Finance Corporation.
The outlook is developing.

The rating action reflects S&P's assessment that the district's
finances are uncertain given the events:

    After multiple years of operating losses, in 2010 the board
    raised rates to meet ongoing operating needs and deferred
    capital requirements.

    Utilizing the California voter initiative process, water
    customers called a special election in June 2011 to repeal the
    rate increase and return the monthly water rate to its
    original amount.

    To fund basic operations in fiscal 2011 and fiscal 2012, the
    board liquidated a portion of its reserves and borrowed cash
    from an assessment district that the utility district also
    manages.

    The district board has directed staff to explore options for
    raising revenues either through a board action following the
    public hearing requirements of Proposition 218 or through a
    June 2012 ballot measure that would effectively seek the
    electorate to reverse its prior decision.

    If the district is not able to raise revenues through either
    of the aforementioned methods, management has indicated that
    the district will likely close its doors on June 30, 2012.
    Management has further indicated that if this happens, the
    state will likely step in, increase rates, and find another
    agency to take over the service.

"If the district is able to raise revenues through a board action,
despite the recent election results, or through voter approval of
a rate increase in a June 2012 election, we could raise the
rating," said Standard & Poor's credit analyst Tim Tung. "If, in
our view, the district is unable to raise revenues in any
meaningful way, then we believe that credit quality will continue
to deteriorate and we could lower the rating further as day-to-day
operations could be jeopardized."

As of June 30, 2011, the district's only long-term debt obligation
was approximately $2.4 million of COPs.


FOUR STARS: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Four Stars Inn & Suites, LLC
        dba LaQuinta Inn of Granbury
        880 Harbor Lakes Drive
        Granbury, TX 76048

Bankruptcy Case No.: 11-46983

Chapter 11 Petition Date: December 16, 2011

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

Judge: D. Michael Lynn

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Ln., Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

Scheduled Assets: $1,590,400

Scheduled Liabilities: $3,451,286

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-46983.pdf

The petition was signed by Desta Reda, owner.


FRANCISCAN COMMUNITIES: Taps Garden City Group as Claims Agent
-------------------------------------------------------------
Franciscan Communities St. Mary of the Woods Inc. asks the U.S.
Bankruptcy Court for the Northern District of Ohio to employ The
Garden City Group, Inc. as claims and noticing agent.

As claims and noticing agent, GCG's services will include:

     a) preparing and serving required notices, including the
        notice of commencement and bar date notice;

     b) filing with the Clerk's Office an affidavit or
        certificate of service with respect to each service
        conducted by GCG, that includes a reference to the
        notice served and the corresponding docket number,
        an alphabetical list of all persons to whom it was
        mailed, and the date and manner of service;

     c) maintaining copies of all proofs of claim and proofs
        of interest filed and maintain the official claims
        register; and

     d) maintaining the official mailing list of all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request by a
        party-in-interest or the Clerk's Office.

The Debtor asks for authority to compensate GCG on a monthly basis
upon GCG's submission of invoices summarizing, in reasonable
detail, the services rendered and expenses incurred in connection
with services.

Emily S. Gottlieb, assistant vice president of The Garden City
Group, Inc., attests that the firm is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Franciscan Communities

Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
owns and operates a senior living community in Avon, Ohio.  The
not-for-profit community is owned and managed by the Franciscan
Sisters of Chicago Service Corp.

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor disclosed assets of $36 million and debt
totaling $48 million as of the Chapter 11 filing.

The Debtor is represented by Heather Lennox, Esq., Carl E.
Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as
bankruptcy counsel.  The Garden City Group, Inc., is the claims
and noticing agent.

Franciscan Sisters of Chicago, the sole member of the Debtor, is
providing $4.5 million in DIP loans.  The DIP Lender is
represented by George Mesires, Esq., and Daniel P. Strzalka, Esq.,
at Ungaretti & Harris LLP.  The Bank of New York Mellon Trust
Company, N.A., the bond trustee, is represented by Bruce H. White,
Esq., and Clifton R. Jessup, Esq., at Greenberg Traurig LLP.
Wells Fargo Bank, N.A., as Master Trustee, is represented by
Daniel S. Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., and John R. Weiss, Esq., at Duane Morris LLP.
Sovereign Bank, provider of the Debtor's letter of credit
facility, is also represented by John R. Weiss, Esq., at Duane
Morris LLP.


FRANCISCAN COMMUNITIES: Taps Houlihan Lokey as Investment Banker
----------------------------------------------------------------
Franciscan Communities St. Mary of the Woods Inc. asks the U.S.
Bankruptcy Court for the Northern District of Ohio for permission
to employ Houlihan Lokey Capital, Inc., as investment banker nunc
pro tunc as of the petition date.

As investment banker, Houlihan Lokey will, among other things:

     a) assist and advise the Debtor with the analysis,
        evaluation, pursuit and effectuation of any
        potential Transaction;

     b) conduct immediate and comprehensive due diligence
        on the operations, assets and claims (priorities
        and collateral);

     c) review the Transaction timeline and assisting the
        Debtor in obtaining necessary creditor support and
        liquidity for the process;

     d) assist the Debtor in the development, preparation
        and distribution of selected information, documents
        and other materials in an effort to create interest
        in and to consummate any Transaction(s), including,
        if appropriate, advising the Debtor in the preparation
        of any teaser summary materials, confidentiality
        agreements, offering memoranda, data rooms, etc.; and

     e) solicit and evaluate indications of interest and
        proposals regarding any Transaction(s) from current
        and/or potential lenders, investors, acquirers
        and/or strategic partners.

Judy Amiano, president and chief executive officer of the firm,
tells the Court that the firm's fee structure provides for these
compensation:

     a) a monthly fee of $50,000.

     b) transaction fees:

        i. Restructuring transaction fee: On the date that an
           order is entered confirming a plan under the
           Bankruptcy Code, Houlihan Lokey shall earn a
           Minimum Transaction Fee of $750,000.

       ii. Sale transaction fee: Upon the closing of a sale
           Transaction (as defined in the Engagement Letter)
           of all or substantially all of the Debtor's assets,
           Houlihan Lokey will earn a fee equal to the Minimum
           Transaction Fee.

      iii. Premium: If the Debtor consummates a Transaction
           through a pre-packaged or pre-arranged chapter 11
           plan (as such term is defined in the Engagement
           Letter), the Minimum Transaction Fee will be
           increased by the sum of $100,000.

     c) transactional fees in the event that the Debtor terminates
        the Engagement Letter under certain circumstances.

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

                     About Franciscan Communities

Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
owns and operates a senior living community in Avon, Ohio.  The
not-for-profit community is owned and managed by the Franciscan
Sisters of Chicago Service Corp.

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor disclosed assets of $36 million and debt
totaling $48 million as of the Chapter 11 filing.

The Debtor is represented by Heather Lennox, Esq., Carl E.
Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as
bankruptcy counsel.  The Garden City Group, Inc., is the claims
and noticing agent.

Franciscan Sisters of Chicago, the sole member of the Debtor, is
providing $4.5 million in DIP loans.  The DIP Lender is
represented by George Mesires, Esq., and Daniel P. Strzalka, Esq.,
at Ungaretti & Harris LLP.  The Bank of New York Mellon Trust
Company, N.A., the bond trustee, is represented by Bruce H. White,
Esq., and Clifton R. Jessup, Esq., at Greenberg Traurig LLP.
Wells Fargo Bank, N.A., as Master Trustee, is represented by
Daniel S. Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., and John R. Weiss, Esq., at Duane Morris LLP.
Sovereign Bank, provider of the Debtor's letter of credit
facility, is also represented by John R. Weiss, Esq., at Duane
Morris LLP.


GARY-WILLIAMS ENERGY: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Gary-Williams Energy Corp. (Gary-Williams) to 'B+' from
'B'. "We removed the ratings from CreditWatch, where they were
placed with positive implications on Nov. 3, 2011 following
CVR Energy's announcement of its plan to acquire Gary-Williams.
The outlook is stable," S&P said.

"The rating action follows the completion of Coffeyville Resources
LLC's acquisition of Gary-Williams," said Standard & Poor's credit
analyst Marc Bromberg. In conjunction with the transaction, CVR
has paid off Gary-Williams term loan, which was about $50 million
on Sept. 30, 2011. We affirmed the ratings on Coffeyville on Dec.
9, 2011," S&P said.

Coffeyville financed the acquisition of Gary-Williams with
proceeds from its $200 million offering of additional first-lien
senior secured term notes and cash from its balance sheet,
bringing the total enterprise valuation of Gary-Williams
(excluding working capital) to $525 million.

The outlook on Gary-Williams is stable, which is consistent with
the outlook on Coffeyville.


GENCO SHIPPING: Amends Credit Facility Amendments and Waivers
-------------------------------------------------------------
Genco Shipping & Trading Limited has entered into separate
agreements to amend or waive provisions of its $1.4 billion
revolving credit facility, its $253 million senior secured term
loan facility and its $100 million term loan facility.  DnB Nor
Bank ASA, Deutsche Bank AG Filiale Deutschlandgeschaft and Credit
Agricole CIB, respectively, acted as the lead arranger of each
facility.

Under the terms of the agreements, both the maximum leverage ratio
covenant and the interest coverage ratio covenant have been waived
for each facility through and including the quarter ending
March 31, 2013.  A new covenant has also been introduced for the
period beginning Oct. 1, 2011 and ending March 31, 2013,
specifying that the Company will not permit its interest bearing
consolidated indebtedness to exceed 62.5% of the aggregate amount
of its interest bearing consolidated indebtedness plus its
consolidated net worth in accordance with GAAP.  As part of these
agreements and to reduce its leverage, the Company prepaid an
aggregate of $62.5 million in principal loan amounts, with $52.5
million allocated to the $1.4 billion revolving credit facility,
$7.0 million allocated to the $253 million facility and $3.0
million allocated to the $100 million facility.  All prepayments
will be applied in inverse order of maturity under each credit
facility.

John C. Wobensmith, Chief Financial Officer, commented, "With
these agreements, Genco has taken proactive measures to increase
financial flexibility, and we appreciate the ongoing support that
the Company has received from its distinguished group of banks.
Our sizeable cash balance remains strong and positions our Company
well to operate in a challenging market environment as we continue
to employ an opportunistic time charter approach for our large
high-quality fleet. Going forward, we will maintain our focus on
taking advantage of the positive long-term demand for the global
transportation of essential drybulk commodities and enhancing the
Company's future earnings power."

             About Genco Shipping & Trading Limited

Genco Shipping & Trading Limited -- http://www.gencoshipping.com-
- transports iron ore, coal, grain, steel products and other
drybulk cargoes along worldwide shipping routes.  Genco Shipping &
Trading Limited currently owns a fleet of 32 drybulk vessels
consisting of six Capesize, eight Panamax, four Supramax, six
Handymax and eight Handysize vessels, with an aggregate carrying
capacity of approximately 2,396,000 dwt.  After the expected
delivery of three vessels the Company has agreed to acquire, Genco
Shipping & Trading Limited will own a fleet of 35 drybulk vessels,
consisting of nine Capesize, eight Panamax, four Supramax, six
Handymax and eight Handysize vessels, with an aggregate carrying
capacity of approximately 2,908,000 dwt.


GETTY PETROLEUM: Landlord Asks Court to Compel Rent Payments
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the owner of 800 gas-station
properties that Getty Petroleum Marketing Inc. rents and subleases
to operators Tuesday asked the bankruptcy court to compel the
company to continue paying rent on the properties while an
environmental-cleanup dispute is resolved.

Getty Petroleum Marketing Inc., based in East Meadow, New York, is
the largest publicly traded real estate investment trust in the
United States specializing in ownership, leasing and financing of
retail motor fuel and convenience store properties and petroleum
distribution terminals.  The Company owns and leases 1,170
properties nationwide.

                     About Getty Petroleum

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
John H. Bae, Esq. -- baej@gtlaw.com -- at Greenberg Traurig, LLP,
serves as the Debtors' counsel.  Getty Petroleum estimated $50
million to $100 million in assets and debts.  The petition was
signed by Bjorn Q. Aaserod, chief executive officer and chairman
of the board.


GOLD HORSES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gold Horses, LLC
        dba Del Cielo Homecare
        301 E. 1st Street, Suite A
        Alice, TX 78332

Bankruptcy Case No.: 11-20721

Chapter 11 Petition Date: December 19, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Lynn Hamilton Butler, Esq.
                  BROWN MCCARROLL LLP
                  111 Congress Ave., Ste 1400
                  Austin, TX 78701-4043
                  Tel: (512) 472-5456
                  Fax: (512) 479-1101
                  E-mail: lbutler@brownmccarroll.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-20721.pdf

The petition was signed by Andres Elizondo, II, director.


GRIFFIN CORP: Moody's Lowers Corporate Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service downgraded Griffon Corporation's ratings
by one notch because Moody's thinks earnings, cash flow and credit
metrics will not meet previous expectations in the near to mid-
term. The ratings downgraded include the: Corporate Family Rating
to B1 from Ba3; Probability of Default Rating to B1 from Ba3, the
$550 million senior unsecured rating to B1 from Ba3 and the $200
million revolver rating to Ba1 from Baa3. The SGL-2 speculative
grade liquidity rating was affirmed. The outlook is stable.

"The downgrade reflects Moody's view that credit metrics are weak
for a Ba3 rating and are unlikely to improve to levels that
Moody's had previously expected in the next couple of years," says
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.
"We think the uncertainty with the military budget, continuing
weak housing market and weak macro economy are the prevailing
factors that will constrain Griffon's earnings and cash flow"

RATING RATIONALE

Griffon's B1 Corporate Family Rating reflects the company's
leading market position in many of its product segments and
Moody's expectation for good liquidity over the next year. The
rating also reflects Griffon's high leverage, mid single digit
EBITA margins and relatively modest revenue size within each of
its operating segments. There are concerns in the Telephonics and
Home & Building Product segments. The Telephonics business, which
specializes in radar and other surveillance equipment mostly for
US Government military application, faces uncertain headwinds as
the war in Iraq has ended and the government seeks areas for
cutbacks in defense due to deficit pressures. The Homes & Building
Product segment continues to face heads winds from an anemic
housing market, which shows no signs of significant recovery.

The stable outlook reflects Moody's view that credit metrics will
likely slightly improve or remain at current levels in the near to
mid-term despite significant uncertainty with military spending, a
very weak housing market and continuing uncertainty in the macro
economy.

The ratings could be downgraded if revenues and profitability
materially weaken over the medium term such that leverage is
sustained above 6.0 times and the company continues to consume
cash. Diminished covenant cushion could trigger an SGL rating
downgrade and possibly a downgrade in the CFR as well. The rating
could also be downgraded if the company undertook further debt
financed acquisitions that materially increased leverage.

Griffon's ratings could be upgraded if credit metrics improve to
levels Moody's had previously expected. For instance, debt/Ebitda
should be approaching 4 times and EBITA margins should be in the
high single digits or better.

Ratings Downgraded/Assessments Revised:

Corporate Family Rating to B1 from Ba3;

Probability of Default Rating to B1 from Ba3;

$200 million senior secured revolving credit facility due 2016 to
Ba1 (LGD1, 8%) from at Baa3 (LGD2, 10%);

$550 million senior notes due 2018 to B1 (LGD4, 57%) from Ba3
(LGD4, 58%); and

Rating Affirmed

Speculative Grade Liquidity Rating at SGL-2

The outlook is stable

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

The principal methodology used in rating Griffon Corporation was
the Global Consumer Durables rating methodology published in
October 2010. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's website.

Griffon Corporation (NYSE:GFF) is a diversified management and
holding company that conducts business through wholly-owned
subsidiaries. Griffon is a leading manufacturer of residential
garage doors and non-powered lawn and garden tools, through its
operating subsidiaries Ames True Temper ("ATT") and Clopay
Building Products ("CBP"). Through its Plastic Products Company
("Plastics") it manufactures specialty plastic films and laminates
for hygienic, healthcare and industrial end uses. Its Telephonics
Corporation ("Telephonics") designs, develops and manufactures
high-technology, integrated information, communication and sensor
system solutions for use in military and commercial markets
worldwide. Revenue for the twelve months ended September 30, 2011
approximated $1.8 billion.


GROW MORE: Files for Bankruptcy to Block $1 Million Judgment
------------------------------------------------------------
Mateusz Perkowski at Capital Press reports that Grow More Inc.
filed for Chapter 11 bankruptcy protection, partly to forestall
paying a legal judgment of nearly $1 million.

According to the report, the Company owes between $1 million and
$10 million to fewer than 100 creditors, with total assets of
between $1 million and $10 million.

The report relates Grow More said that a $925,000 judgment was
entered against the company in November 2011.  The plaintiff in
that case, Rene Coello, has since obtained a "writ of execution"
that would allow law enforcement officers to seize and auction off
the company's property to satisfy the judgment.

The report says Mr. Coello obtained a favorable jury verdict in a
lawsuit he filed against Grow More last year, alleging wrongful
termination.  A statement released by his attorney claimed the
company fired Mr. Coello, a mechanic's assistant, after an on-the-
job knee injury.  Mr. Coello is also seeking more than $50,000 in
attorney fees.

The report, citing court documents, says the Company has requested
a new trial in the case and filed for bankruptcy protection "to
preserve the value of the company's assets for the benefit of all
creditors (and) to avoid preferential treatment of Mr. Coello
compared to other creditors."

Grow More Inc. operates an agricultural fertilizer and chemical
company.  The company manufactures liquid fertilizers, rooting
hormones and other products aimed at enhancing plant growth, with
nearly $18 million in revenues in 2011.


HARVEST OAKS: Bankr. Administrator Files Response to Amended Plan
-----------------------------------------------------------------
Marjorie K. Lynch, Bankruptcy Administrator for the Eastern
District of North Carolina, has filed a Statement in Response to
Harvest Oaks Drive Associates, LLC's Third Amended Plan of
Reorganization and Disclosure Statement, as filed on Oct. 19,
2011.

The Bankruptcy Administration commented that the Debtor's Amended
Plan generally meets the requirements of 11 U.S.C. Section 1122 as
well as Section 1123(a)(1)-(4).

The Statement of the Bankruptcy Administrator, contained this last
paragraph:

     WHEREFORE, based upon the foregoing, the Bankruptcy
Administrator objects to the approval of confirmation of the
Amended Plan, as stated in her original and amended response,
until such time as the conditions set forth under 11 U.S.C. ?1129
are met at the Confirmation Hearing and such other and further
relief as the court deems just and proper.

A complete text of the Statement in Response to Debtor's Third
Amended Plan and Disclosure Statement is available for free at:

         http://bankrupt.com/misc/harvestoaks.doc343.pdf

As reported in the TCR on Nov. 2, 2011, the Debtor submitted a
third amended version of its plan of reorganization and disclosure
statement dated Oct. 19, 2011..

Judge Stephani W. Humrickhouse conditionally approved the second
amended disclosure statement explaining the Debtor's Plan on
Aug. 29, 2011.  As reported in the Aug. 19, 2011 edition of the
Troubled Company Reporter, the Plan contemplates a reorganization
and continuation of the Debtor's business.  Certain creditor
claims will be satisfied from income earned through the continued
operations of the Debtor's business.  The Plan designates 10
classes of claims and interests.

A full-text copy of the 3rd Amended Disclosure Statement is
available for free at:

      http://bankrupt.com/misc/HARVESTOAKS_3rdAmdDSOct19.pdf

                        About Harvest Oaks

Harvest Oaks Drive Associates, LLC, owns a shopping center in
North Raleigh located at 9650 Strickland Road and 8801 Lead Mine
Road, in Raleigh, North Carolina.  The Shopping Center has
numerous tenants that include chain stores such as the Kerr Drug
and the UPS store, and local businesses such as restaurants,
shops, and other retail businesses.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 10-03145) on April 21, 2010.  Trawick H
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company
in its restructuring effort.  In its schedules, the Company
disclosed $15,832,000 in assets and $14,634,161 in liabilities.


HEALTHEAST CARE: Moody's Affirms 'Ba1' Long-Term Bond Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term bond
rating assigned to HealthEast Care System's (MN) $267 million of
outstanding bonds issued by the St. Paul Housing & Redevelopment
Authority and the Washington County Housing & Redevelopment
Authority (see RATED DEBT section). The outlook remains stable.

SUMMARY RATING RATIONALE: The affirmation of the Ba1 rating and
stable outlook reflects continued improvement in financial
performance in fiscal year 2011, growth in cash and investments,
and HealthEast's conservative capital structure. The positive
factors are challenged by cash balances that remain light (despite
recent improvement), relatively weak debt coverage measures, and
some variability in patient volume trends.

STRENGTHS

*Financial performance in fiscal year (FY) 2011 marked the third
consecutive year of improvement with a 2.0% operating margin and
6.4% operating cash flow margin, similar to a 2.0% operating
margin and 6.1% operating cash flow margin reported in FY 2010 (as
restated in FY 2011 audit)

*Major "bricks and mortar" capital construction is complete for
the system, with the addition of a new five-story, all private
room patient tower at St. Joseph's Hospital in FY 2009; however,
Moody's notes that capital spending remains high as the system
continues to make year-over-year investments in quality
initiatives that has resulted in limited growth in cash

*Investment in quality initiatives is expected to improve
performance over time, gain market share through consumer driven
plans, and aid in recruitment of specialists

*Debt is all fixed rate with no derivatives

*No additional debt is anticipated in the near future

CHALLENGES

*Low levels of liquidity, as evidenced by 54 days cash on hand and
45.2% cash-to-debt at fiscal yearend (FYE) 2011, although Moody's
notes favorably that unrestricted cash and investments have grown
since FYE 2009 when the system days cash on hand was a low 44 days
and cash-to-debt was just 34.9%

*Leveraged balance sheet evidenced by low cash-to-debt ratio
(45.2%), high debt-to-cash flow (6.7 times), weak maximum annual
debt service (MADS) coverage (2.15 times), and high debt-to-
capitalization ratio (64.2%) for FY 2011; when converting non-
cancellable operating leases to a debt-like equivalent, leverage
is increased by an additional $133.1 million, cash-to-debt
declines to 30.6% and debt-to-capitalization increases to 72.5%

*Variable utilization trends and inpatient volumes declined in FY
2011 by 1.1%, although observation stays were up by 34.7% and
overall combined volumes (inpatient admissions and observations
stays) grew by 3.1%; total surgical volumes declined by 1.0%

*Despite major construction being complete on HealthEast's
campuses, the system continues to invest heavily in information
technology, quality initiatives, and clinic growth, resulting in
an average capital spend of 2.2 times depreciation expense over
the past five years; capital spending in FY 2012 is expected to
reach $36 million and will result in a decline in cash balances
from FYE 2011 levels

OUTLOOK

The stable outlook reflects Moody's belief that the system's
financial performance and balance sheet measures will be
maintained at current levels. Investments in quality initiatives
that are expected to lead to an improved competitive position over
the longer term will limit balance sheet improvement until the
intermediate term.

WHAT COULD MAKE THE RATING GO UP

Substantial growth in unrestricted cash and investments, while
maintaining or improving upon operating profits and debt coverage
measures

WHAT COULD MAKE THE RATING GO DOWN

Material decline in cash balances, deterioration in operating
performance, shift in volume and change in competitive position

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


HEMINGWAY PLAZA: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hemingway Plaza LLC
        298 Eastern Street
        New Haven, CT 06513

Bankruptcy Case No.: 11-23514

Chapter 11 Petition Date: December 19, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Carl T. Gulliver, Esq.
                  COAN LEWENDON GULLIVER & MILTENBERGER LLC
                  495 Orange Street
                  New Haven, CT 06511
                  Tel: (203) 624-4756
                  Fax: (203) 865-3673
                  E-mail: cgulliver@coanlewendon.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:


   Debtor                              Case No.
   ------                              --------
Hemingway Plaza Holding LLC            11-33152
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Kenneth A. Martin, member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Waterbury International
   Holdings Ltd., Inc.                 11-32877   11/16/11
Beacon Funding Corp.                   11-30043   01/10/11

A list of Hemingway Plaza LLC's four largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ctb11-23514.pdf

A list of Hemingway Plaza Holding LLC's four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ctb11-33152.pdf


HERCULES OFFSHORE: Board OKs HERO Annual Performance Bonus Plan
---------------------------------------------------------------
The Compensation Committee of the Board of Directors of Hercules
Offshore, Inc., on Dec. 15, 2011, approved the Hercules Offshore,
Inc., HERO Annual Performance Bonus Plan.  The Bonus Plan
authorizes the Committee to administer the Bonus Plan and sets
forth the terms and conditions under which eligible Company
employees will receive an annual bonus pursuant to the Bonus Plan.
The Bonus Plan will be effective as of Jan. 1, 2012, and may be
amended, modified, suspended or terminated at any time by the
Committee.

All full-time employees of the Company, including each of the
Company's named executive officers, will be eligible to
participate in the Bonus Plan if they are employed before October
1 of the calendar year to which the bonus opportunity applies,
although each participant must remain employed with the Company
through the date that awards are paid pursuant to the Bonus Plan
in order to receive his or her payout.  All awards will be paid in
a lump sum cash payment no later than March 15 of the year
following the calendar year during which the bonus was earned.

Target awards under the Bonus Plan will generally be set as a
certain percentage of the participant's annual base salary.  The
Committee will establish one or more performance goals for which a
Bonus Plan award may be partially or fully earned or awarded prior
to the beginning of each calendar year and communicate such
performance goals to each applicable participant.  The performance
goals may differ between participants and the Committee may assign
different weights for any performance goal to different
participants.  The Committee will approve and certify the
achievement of any assigned performance goals for the awards of
the Company's chief executive officer and his direct reports; the
direct supervisor of other participants will approve the
achievement of any applicable performance goals for other Bonus
Plan participants.  An eligible employee's compliance with Company
policies, procedures and practices, including, but not limited to,
the Company's ethics policies, is essential to the annual bonus
determination for all participants.  All awards under the Bonus
Plan will also be subject to the Company's clawback and
compensation recovery policies.

A full-text copy of the Annual Performance Bonus Plan is available
for free at http://is.gd/ZqduL5

                      About Hercules Offshore

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

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

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

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

                          *     *      *

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

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


HOPEWELL BAPTIST: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hopewell Baptist Church
        725 Elizabeth Avenue
        Newark, NJ 07112

Bankruptcy Case No.: 11-45582

Chapter 11 Petition Date: December 15, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Kimberly S. Tyler, Esq.
                  744 Broad Street, 16th Floor
                  Newark, NJ 07102
                  Tel: (973) 449-5464
                  E-mail: kimberlytyleresq@msn.com

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

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

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

The petition was signed by Robert Farmer, chairman.


HORNE INTERNATIONAL: Mark Lansky Resigns from Board
---------------------------------------------------
Mark Lansky resigned from the Horne International, Inc., Board of
Directors on Dec. 14, 2011.

                     About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

The Company reported net income of $158,000 on $3.81 million of
revenue for the nine months ended Sept. 25, 2011, compared with a
net loss of $955,000 on $2.61 million of revenue for the nine
months ended Sept. 26, 2010.

The Company's balance sheet at Sept. 25, 2011, showed $1.35
million in total assets, $1.95 million in total liabilities and a
$600,000 total stockholders' deficit.

Stegman & Company, in Baltimore, Md., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has experienced continuing net losses for
each of the last four years and as of Dec. 26, 2010, current
liabilities exceeded current assets by $1.0 million.


INDIANTOWN COGENERATION: Moody's Affirms 'Ba1' Sr. Debt Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on the
senior secured debt of Indiantown Cogeneration, L.P. (Indiantown).
The outlook remains stable.

RATINGS RATIONALE

The rating affirmation reflects the predictable capacity payments
derived from the existing long-term Power Purchase Agreement (PPA)
with Florida Power and Light (FP&L). The stable outlook reflects
the improvements in Indiantown's operational performance over the
last few years, including achievement of full capacity payments
under its PPA and low forced outage rates.

Indiantown's financial profile has historically demonstrated
volatility due to the mismatch in prices received and paid for
energy - receipts under the PPA reference the coal costs at a
number of coal plants owned by FP&L, whereas payments reference a
fixed annual charge for central Appalachian coal. While this
arrangement has historically led to under recovery of energy
costs, since 2009 the financial impact of this mismatch has
moderated, leading to higher debt service coverage ratios. Going
forward, Moody's acknowledges the potential for this to add
variability in the financial profile, which is reflected in the
Ba1 rating. The project's liquidity is supported by a working
capital facility as well as debt service reserve letters of credit
and performance bonds letters of credit.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

Indiantown is a special purpose partnership that owns and operates
a 330 megawatt coal-fired cogeneration facility in southwestern
Martin County, Florida. Output from the plant is sold to FPL under
a long-term PPA.


INFUSION BRANDS: Enters Into $3.5-Mil. Securities Purchase Pact
---------------------------------------------------------------
Infusion Brands International, Inc., previously filed with the
Securities and Exchange Commission a Current Report on Form 8-K,
with respect to oral agreements between the Company and a certain
accredited investor whereby the Company agreed to sell to the
Investor an aggregate of 3,500,000 shares of its Series G
Convertible Preferred Stock and Series G Warrants to purchase an
additional 35,000,000 shares of the Company's common stock with an
exercise price of $0.10 per share for an aggregate purchase price
of $3,500,000.  The securities issuable were to be issued to the
Investor upon the execution of transaction documents and upon the
amending of the certificate of designation of the Series G
Convertible Preferred Stock.

On Dec. 14, 2011, the Company entered into a securities purchase
agreement with the Investor pursuant to which the Investor
purchased 3,500,000 shares of the Company's Series G Convertible
Preferred Stock and a warrant to purchase 35,000,000 shares of the
Company's common stock at a per share exercise price of $0.10 for
an aggregate purchase price of $3,500,000, which was previously
paid and disclosed in the Prior Current Reports.

The Company filed an amendment to the certificate of designation
of the Preferred Stock in order to (i) increase the number of
shares of preferred stock designated as "Series G Convertible
Preferred Stock" to 11,500,000 shares and to (ii) amend the
definition of "Special Preferred Distribution".

The Preferred Stock is convertible into shares of the Company's
common stock at an initial exercise price of $0.10 per share,
subject to adjustment.

The Warrant is exercisable for a term of ten years at an exercise
price of $0.10 per share.

As further consideration for above-described transaction, the
Company and the Investor amended and restated their prior security
agreement.  Additionally, the Investor and the Company's wholly
owned subsidiaries amended and restated both their prior
subsidiary guarantee and guarantor security agreement.

                       About Infusion Brands

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

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

The Company also reported a net loss of $5.35 million on
$11.56 million of product sales for the nine months ended
Sept. 30, 2011, compared with a net loss of $19.38 million on
$4.57 million of product sales for the same period a year ago.

The Company's balance sheet at Sept. 30 2011, showed $8.61 million
in total assets, $7.59 million in total liabilities, $13.25
million in redeemable preferred stock, and a $12.23 million total
deficit.

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


INPHASE TECHNOLOGIES: U.S. Trustee Unable to Form Committee
-----------------------------------------------------------
The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
InPhase Technologies because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.

                          About InPhase

Based in Longmont, Colorado, InPhase Technologies --
http://www.inphase-tech.com-- develops holographic data storage
recording media and systems.  InPhase was founded in 2000.
InPhase is led by CEO Art Rancis and senior vice president of
engineering James Russo.  Initial InPhase customers included
Turner Broadcasting.

InPhase filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No.
11-34489) on Oct. 18, 2011.  The Debtor estimated assets of $50
million to $100 million and estimated debts of $10 million to
$50 million in its bankruptcy filing.  The Debtor is represented
by Joel Laufer, Esq. -- jl@jlrplaw.com -- at Laufer and Padjen
LLC.


INTELLICELL BIOSCIENCES: Posts $6.2MM Net Loss in Third Quarter
---------------------------------------------------------------
Intellicell BioSciences, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $6.2 million on $22,050 of revenues
for the three months ended Sept. 30, 2011.

The Company had a net loss of $19.4 million on $80,550 of revenues
for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $1.0 million
in total assets, $21.2 million in total current liabilities, and a
stockholders' deficit of $20.2 million.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $20.1 million and a working capital deficit
of $21.0 million as of Sept. 30, 2011, respectively, however, if
the non-cash expense related to the Company's derivative liability
is excluded the accumulated deficit amounted to $3.1 million and
working capital deficit amounted to $3.7 million, respectively,?
the Company said in the filing.

"Further losses are anticipated in the continued development of
its business, raising substantial doubt about the Company's
ability to continue as a going concern."

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

                       http://is.gd/m79WuC

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.


IVOICE INC: Files Form S-8; Registers 1.61-Bil. Class A Shares
--------------------------------------------------------------
iVoice, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement registering 1.61
billion of Class A common stock issuable under the Company's 2005
Stock Incentive Plan.  A full-text copy of the prospectus is
available for free at http://is.gd/WD2qAy

                           About iVoice

Matawan, N.J.-based iVoice, Inc. -- http://www.ivoice.com/-- is
focused on the development and licensing of its proprietary
technologies.  To date the Company has filed fifteen (15) patent
applications with the United States Patent and Trademark Office
for speech enabled applications that the Company has developed
internally.  Of the patent applications the Company has filed,
four (4) patents have been awarded.

The Company also reported a net loss of $826,318 on $171,527 of
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $719,745 on $142,996 of sales for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.36 million in total assets, $3.96 million in total liabilities,
and a $2.60 million total stockholders' deficit.

As reported by the TCR on April 25, 2011, Rosenberg Rich Baker
Berman & Co, in Somerset, New Jersey, expressed substantial doubt
about iVoice, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial accumulated deficits.


JONLLY FRUITS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jonlly Fruits, Inc.
        Ciudad Jardin lll
        Calle Ucar #402
        Toa Alta, PR 00953

Bankruptcy Case No.: 11-10611

Chapter 11 Petition Date: December 13, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Luis D. Flores Gonzalez, Esq.
                  LUIS D. FLORES GONZALEZ LAW OFFICE
                  80 Calle Georgetti, Suite 202
                  San Juan, PR 00925-3624
                  Tel: (787) 758-3606
                  Fax: (787) 753-5317
                  E-mail: ldfglaw@coqui.net

Scheduled Assets: $1,628,147

Scheduled Liabilities: $1,327,116

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb11-10611.pdf

The petition was signed by Bartolo Perez Roman, president.


JOURDAN CROSSING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Jourdan Crossing, LLC
        310 W. Mitchel Hammock
        Oviedo, FL 32765

Bankruptcy Case No.: 11-22936

Chapter 11 Petition Date: December 16, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtor's Counsel: Christopher C. Todd, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES, ET AL
                  400 N. Ashley Drive, Suite 1500
                  Tampa, FL 33602
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: chris@mcintyrefirm.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by George J. Viele, managing member.


KAULLP WRUX: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kaullp Wrux Inc.
          dba Econo Lodge
        5309 Highway 33 & 34
        Farmingdale, NJ 07727

Bankruptcy Case No.: 11-45411

Chapter 11 Petition Date: December 13, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Frank Armenante, Esq.
                  MALSBURY, ARMENANTE & KAPLAN
                  12 N. Main Street
                  P.O. Box 157
                  Allentown, NJ 08501
                  Tel: (609) 259-7944
                  Fax: (609) 259-0872
                  E-mail: frankp@malsarmlaw.com

Scheduled Assets: $1,099,200

Scheduled Liabilities: $2,146,169

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb11-45411.pdf

The petition was signed by Pankaj S. Patel, president.


KINGTONE WIRELESSINFO: Gets Minimum Bid Price Rule Non-Compliance
-----------------------------------------------------------------
Kingtone Wirelessinfo Solution Holding Ltd has received a letter
from the Nasdaq Stock Market indicating that based on the
Company's closing bid price for the last 30 consecutive business
days, the Company no longer meets the $1.00 minimum bid price
requirement as set forth in Nasdaq Listing Rule 5550(a)(2).  The
Nasdaq letter has no immediate effect on the listing of Kingtone's
American Depositary Shares at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Kingtone has
been provided a grace period of 180 calendar days, or until June
18, 2012, to regain compliance by maintaining a minimum closing
bid price of $1.00 per share for a minimum of 10 consecutive
business days.  Accordingly, if at any time before June 18, 2012,
the bid price of the Company's ADSs closes at $1.00 per share or
more for a minimum of 10 consecutive business days, Nasdaq will
notify the Company that it has regained compliance with the
Minimum Bid Price Rule.

If the Company does not regain compliance with the Minimum Bid
Price Rule by June 18, 2012, the Company may receive an additional
180-day compliance period if it meets the market value of publicly
held shares requirement for continued listing and all other
initial listing standards for the Nasdaq Capital Market, except
for the bid price requirement. In such instance, the Company will
need to provide written notice of its intention to cure the
deficiency during the second compliance period. Otherwise, Nasdaq
will notify the Company that its ADSs will be subject to
delisting.  In the event the Company receives notice that its ADSs
are being delisted from the Nasdaq Capital Market, Nasdaq rules
permit the Company to appeal any delisting determination by the
Nasdaq staff to a Nasdaq Hearings Panel.

The Company intends to actively monitor the closing bid price of
its ADSs between now and June 18, 2012 and will evaluate available
options to resolve the deficiency and regain compliance with the
Minimum Bid Price Rule.

                    About Kingtone Wirelessinfo

Kingtone Wirelessinfo Solution Holding Ltd KONE +2.13%  is a
China-based software and solutions developer focused on wirelessly
enabling businesses and government agencies to more efficiently
manage their operations.  The Company's products, known as mobile
enterprise solutions, extend a company's or enterprise's
information technology systems to include mobile participants.
The Company develops and implements mobile enterprise solutions
for customers in a broad variety of sectors and industries, to
improve efficiencies by enabling information management in
wireless environments.  At the core of its many diverse packaged
solutions is proprietary middleware that enables wireless
interactivity across many protocols, devices and platforms.


KM BUILDING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: KM Building Bellevue LLC
        P.O. Box 50330
        Bellevue, WA 98015-0330

Bankruptcy Case No.: 11-24469

Chapter 11 Petition Date: December 16, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Deirdre Glynn Levin, Esq.
                  KELLER ROHRBACK LLP
                  1201 Third Avenue #3200
                  Seattle, WA 98101
                  Tel: (206) 623-1900
                  E-mail: dglynnlevin@kellerrohrback.com

The Debtor did not file a list of its largest unsecured creditors
together with its petition.


LARSON PLACE: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Larson Place, LLC
          dba Durango Place, LLC
        6423 Hawksbill Drive
        Wilmington, NC 28409

Bankruptcy Case No.: 11-09529

Chapter 11 Petition Date: December 15, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

Scheduled Assets: $3,029,123

Scheduled Liabilities: $4,371,197

The Company's list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nceb11-09529.pdf

The petition was signed by Benjamin G. Mitchell, member/manager.


LANTHEUS MEDICAL: Moody's Lowers Corp. Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Lantheus Medical
Imaging, Inc. (Corporate Family Rating and senior unsecured notes
to Caa1 from B3), because of concerns regarding weak liquidity and
the potential for negative cash flow from operations related to
the protracted shut down of a key third party manufacturing plant,
a temporary voluntary ship hold action, and expectations that
sales trends will continue to be lower than expected. At the same
time, the company's speculative grade liquidity rating was lowered
to SGL-4 from SGL-3. The ratings remain under review for possible
further downgrade reflecting Moody's concerns regarding the timing
of the recovery of lost sales and the consequent pressure on the
company's liquidity.

Ratings downgraded and that remain under review for possible
further downgrade:

Lantheus Medical Imaging, Inc.

Corporate Family Rating to Caa1 from B3

PDR to Caa1 from B3

$400 million senior unsecured notes to Caa1, LGD4, 57% from B3,
LGD4, 55%

Speculative grade liquidity rating to SGL-4 from SGL-3

RATINGS RATIONALE

"Supply shortages associated with a protracted plant shut down,
and Moody's view that sales trends will be below expectations
contribute to liquidity concerns, "said Diana Lee, a Moody's
Senior Credit Officer.

The downgrade to Caa1 and SGL-4 reflect concerns regarding weak
near term liquidity, including a high likelihood that Lantheus
will breach its bank covenants in 2012 and will see negative free
cash flow if Ben Venue Labs (BVL) does not resume production
relatively soon. This, coupled with significantly lower than
expected overall sales, driven largely by soft demand for
TechneLite generators as well as unfavorable product mix changes
in Cardiolite, are key concerns.

BVL, a third party manufacturing plant, is the exclusive
manufacturer of Definity (a contrast agent used for
echocardiograms), which accounts for about 20% of sales and
Neurolite (5% of sales), and is the primary manufacturer of
Cardiolite contrast agent (used in nuclear stress tests), which
also generates about 20% of total sales. BVL was expected to
resume production in March 2011 after scheduled remediation, but
subsequent delays have now resulted in depleted or soon to be
depleted inventory. Lantheus is pursuing alternative manufacturing
sites for products produced at BVL. Separately, Lantheus's 2011
sales as well as covenant cushions were negatively affected by a
voluntary recall and ship-hold action related to concerns
regarding particulate matter in Cardiolite and Neurolite,
manufactured at BVL.

Over the next few months, Lantheus could face additional
challenges because of scheduled maintenance shutdowns of the
company's back up manufacturer's facilities in Puerto Rico around
the beginning of 2012 and the NRU reactor facility in Chalk River,
Canada in April 2012. Over the longer term, Moody's understands
that BVL's parent (Boehringer Ingelheim) will exit the contract
manufacturing business by 2014, which will require a permanent
transfer of manufacturing to alternate sites.

Moody's review for possible further downgrade will consider: (1)
whether the company is able to amend its covenants to provide
sufficient headroom for both EBITDA shortfalls and access to the
revolver; (2) if BVL is able to resume production in the next few
weeks; (3) the extent which alternative sites can manufacturer
products; (4) the ability of Lantheus to use cost-cutting measures
to help reduce expenses and any effects on new product
development; and (5) sales trends of other products, including
TechneLite.

The Caa1 rating also considers Lantheus' heavy reliance on a
somewhat volatile supply source for the majority of its nuclear
revenues, small company size, declining revenues due to generic
competition for Cardiolite, and high product and customer
concentration risk. These underlying weaknesses have been
partially offset by the company's solid market position in the
medical diagnostic imaging segment, and contracts with key
radiopharmacies.

For additional information, please see Moody's credit opinion on
Lantheus on www.moodys.com.

The principal methodologies used in this rating were Global
Pharmaceutical, published in October 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.

Lantheus Medical Imaging Inc. ("Lantheus") is a leading global
manufacturer of medical imaging products and a wholly-owned
subsidiary of Lantheus MI Intermediate, Inc., which, in turn, is a
wholly-owned subsidiary of Lantheus MI Holdings, Inc. The company
primarily manufactures products for cardiovascular diagnostic
imaging.


LEGENDS GAMING: Moody's Lowers Corp. Family Rating to 'Caa3'
------------------------------------------------------------
Moody's Investors Service lowered Legends Gaming, LLC's
("Legends") Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) to Caa3 from Caa2 to reflect Moody's opinion
of heightened near term default probability. The rating of its
senior secured first lien term loan due 2014 was lowered to Caa2
from Caa1. The rating outlook is negative. This rating action
concludes the review for possible further downgrade that was
initiated on May 7, 2011.

Ratings downgraded:

Corporate Family Rating to Caa3 from Caa2

Probability of Default Rating to Caa3 from Caa2

$163.5 million senior secured first lien term loan due 2014 to
Caa2 (LGD3, 32%) from Caa1 (LGD3, 35%)

Rating Outlook: Negative

RATINGS RATIONALE

The Caa3 CFR and negative outlook reflect Legends' heightened
probability of a payment default or debt restructuring in the near
to medium term. Moody's expects Legends will likely not generate
sufficient cash flow to cover its liquidity needs in the next 12
months in light of the weak and continuously deteriorating
operating performance. The weak liquidity is further exacerbated
by the lack of external sources of liquidity facility backstop,
minimal unrestricted cash balances above cage cash, and increased
probability of a covenant violation in the near term. While the
company made its interest payments in June 2011 and September 2011
thanks to the receipt of flood and business interruption insurance
proceeds related to the Vicksburg property, Moody's is concerned
that Legends may not be able to make its next interest payment due
in December or the subsequent ones given its tenuous liquidity
position.

Moody's believes that the company will continue to face negative
earnings pressure in the coming year at its two casinos located in
Bossier City, LA and Vicksburg, MS due to challenging local
economic conditions and increasing competition. Particularly,
Diamond Jack Vicksburg is still dealing with the lasting effect
from the aftermath of the Mississippi River flooding that occurred
earlier this year, while Bossier City casino will likely face
additional competition if a newly proposed casino opens in the
next two years.

Legends' ratings could be further downgraded if the company
defaults on its debt payment or breaches debt covenant without
securing a cure/waiver on a timely basis. Conversely, the rating
outlook could be stabilized should the company be able to
strengthen its liquidity profile to adequate and reverse the
negative topline trend.

The principal methodology used in rating Legends Gaming LLC was
the Global Gaming Industry Methodology, published December 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Legends Gaming, LLC, ("Legends") headquartered in Las Vegas, NV,
currently owns and operates two gaming properties located in Las
Vegas, NV and Vicksburg, MS under the DiamondJacks Casino brand.


LEHMAN FAMILY: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lehman Family of The Villages, LLC
        dba Arby's #8217
        4595 SE 48th Place Road
        Ocala, FL 34480

Bankruptcy Case No.: 11-22894

Chapter 11 Petition Date: December 16, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Suzy Tate, Esq.
                  JENNIS & BOWEN, PL
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

Estimated Assets: $0 to $50,000

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

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Lehman Family Properties, LLC          11-22904    12/16/11
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

A copy of Lehman Family of The Villages's list of six largest
unsecured creditors is available for free at
http://bankrupt.com/misc/flmb11-22894.pdf

A copy of Lehman Family Properties' list of five largest unsecured
creditors is available for free at
http://bankrupt.com/misc/flmb11-22904.pdf

The petitions were signed by Scott C. Lehman, manager.



LEUCADIA NAT'L: Fitch Lowers Issuer Default Rating to 'BB'
----------------------------------------------------------
Fitch Ratings has downgraded Leucadia National Corp.'s (Leucadia)
Issuer Default Rating (IDR) to 'BB' from 'BB+'.  The Rating
Outlook is Stable.

The rating downgrade reflects the reduced levels of liquidity as a
result of Leucadia's recent purchase of National Beef.  While
Fitch believes that Leucadia has sufficient liquidity to meet its
debt obligations, the reduction in the firm's liquidity cushion
and the lower valuation levels on many of Leucadia's largest
investments were more consistent with a 'BB' rating.  The current
rating incorporates Leucadia's opportunistic investment strategy
and recognizes that future sizeable investments in the near term
are possible and my affect liquidity, leverage and/or asset
concentrations further.

Fitch analyzes Leucadia more similarly to a closed end alternative
fund than a traditional operating entity given its value-based
investment strategy and large asset concentrations.  Therefore,
U.S. GAAP earnings do not fully reflect Leucadia's economic
earnings due to the way they accounts for its investments.  Some
investments are consolidated, some are booked under the equity
method and others are accounted for as available for sale
investments.  However, those that are consolidated do not
necessarily represent earnings that accrue to Leucadia.

Fitch analyzes cash flows that directly accrue to the holding
company either in the form of dividends or sales.  Fitch then
assesses these cash flows against Leucadia's debt service
coverage.  Leucadia parent company cash flow is more consistent
than GAAP earnings and Fitch notes that the company has
consistently had interest coverage of at least 4x through
interest, dividends and maturities, over the past few years.

Leucadia has maintained financial flexibility with a modest
leverage profile, as well as a proven track record of successful
investments.  In recent years Leucadia has been generating stable
cash flows from its portfolio, maintained prudent leverage and an
adequate liquidity profile.

Given Leucadia's business model and history the ratings reflect
the expectation that the leverage, liquidity and asset mix
profiles of the company may change over time as investment
opportunities present themselves.  However, should events
transpire that are viewed to permanently impair the company's
financial flexibility or should management begin to manage
liquidity and leverage less prudently, there would likely be
further negative rating actions.

Any significant changes in key senior managers or their ownership
interest may also negatively impact current ratings.

Alternatively, increased portfolio diversification, stronger
recurring cash flow, and a liquidity profile that is less subject
to market risk and volatility would be considered positive rating
factors over the longer-term.

Fitch has downgraded the following ratings of Leucadia National
Corp. with a Stable Outlook:

  -- IDR to 'BB' from 'BB+';
  -- Senior debt to 'BB' from 'BB+';
  -- Senior subordinated debt to 'BB-' from 'BB';
  -- Junior subordinated debt to 'B+' from 'BB-'.


LTS NUTRACEUTICALS: Acquires 81.5% Outstanding Shares of Biocalth
-----------------------------------------------------------------
LTS Nutraceuticals, Inc., on Oct. 20, 2011, entered into an
agreement with Jackson Wen, individually and as trustee for the
shareholders of Biocalth International, Inc., Giantceuticals,
Inc., and HerbSource Enterprises, Inc., to purchase all of the
issued and outstanding shares of stock of the Company.

On Dec. 14, 2011, LTSN acquired 81.58% of the Shares.  The
consideration was 26,555,340 shares of LTSN stock.  The Shares
were acquired from Jackson Wen.  The Company's business is the
marketing and sales of nutraceutical products in Asia, Russia and
the United Kingdom to well known retailers in those regions.
Sales of the Company's products will become part of LTSN's Inline
Marketing Program.  The Company holds three patents for its
products which have been transferred to LTSN as part of the
acquisition, and with Dr. Jing Liang, MD PhD, the Company has
ongoing research at UCLA with respect to its products.

The original Share Purchase Agreement provided for a purchase
price of $5,000,000 to be paid in restricted shares of LTS common
stock and released to the Seller immediately at the Closing of
this transaction at the closing price for the LTSN stock on
Sept. 9, 2011, which was $2.005 per share.  In connection with the
Dec. 14, 2011 closing, the parties entered into an Amendment to
Share Purchase Agreement which amended the original Share Purchase
Agreement as follows:

   -- Section 2.2 was amended to allow more than one closing and
      provided for a Dec. 14, 2011, closing of the acquisition of
      26,555,340 of the 32,549,750 shares (81.58%) of the issued
      and outstanding common stock of the Company.  All future
      closings will be based upon a percentage equal to the number
      of shares of Company common stock being sold to LTSN at that
      closing divided by 32,549,750.

   -- The definition of "Purchase Price" was amended to be
      $5,000,000 multiplied by the Closing Percentage, and, the
      Purchase Price will be paid in shares of LTSN common stock
      at a purchase price of $2.005 per share, which price would
      be adjusted accordingly for purposes of this Section and
      Section 2.5 on a pro rata basis based upon a split of LTSN's
      common stock.

   -- For any further closings, each holder of Company common
      stock will be issued shares of Purchaser common stock based
      upon the following formula:  Purchase Price divided by
      $2.005 multiplied by a fraction, the numerator of which
      will be the number of shares of Company common stock being
      sold by such transferor and the denominator of which is the
      total number of shares of Company common stock being
      transferred with respect to such closing.

   -- Standard representations and warranties for a purchaser of
      equities in a private placement transaction were added.

All shares issued in connection with the purchase of the Shares by
LTSN were transferred in connection with a private placement
transaction exempt from registration under Section 4(2) under the
Securities Act of 1933, as amended.  No advertising or general
solicitation was employed in offering the securities.  The
offerings and sales were made to a limited number of persons, all
of whom were accredited investors, and transfer was restricted by
the Company in accordance with the requirements of the Securities
Act of 1933.

                      About LTS Nutraceuticals

Ft. Lauderdale, Fla.-based LTS Nutraceuticals, Inc., develops and
sells high-quality nutritional products that are distributed
throughout North America through a network marketing system, which
is a form of direct selling.

The Company reported a net loss of $2.96 million on $1.75 million
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $471,235 on $997,657 of net sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.48 million in total assets, $8.03 million in total liabilities,
and a $4.55 million total stockholders' deficiency.

On Nov. 10, 2011, the Company had $37,633 in cash.  The current
operating plan indicates that losses from operations may be
incurred for all of fiscal 2011.  Consequently the Company said it
may not have sufficient liquidity necessary to sustain operations
for the next twelve months and this raises substantial doubt that
the Company will be able to continue as a going concern.


M WAIKIKI: Wants Plan Filing Period Extended to Sept. 30
--------------------------------------------------------
M Waikiki LLC asks the U.S. Bankruptcy Court for the District of
Hawaii to extend its exclusive periods to file and solicit
acceptances of a plan of reorganization through and including
Sept. 30, 2012, and Nov. 30, 2012, respectively.

M Waikiki's original exclusive period to file a plan expires on
Dec. 29, 2011, and the solicitation period expires on Feb. 27,
2012.

M Waikiki tells the Court that while it has made substantial
progress in stabilizing and in preparation for turning around the
operations of the Hotel, much remains to be done before it will be
in a position to formulate and implement a plan of reorganization.

M Waikiki relates that the extension will provide it with an
appropriate period of time to demonstrate that it can stop the
operational losses that were being incurred under the Hotel's
prior management, and that it can further improve operations to
general sufficient positive cash flows to service debt and make
payments to creditors.

                          About M Waikiki

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

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

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at
Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to
the Debtor.  The Debtor tapped XRoads Solutions Group, LLC, and
Xroads Case Management Services, LLC, as its financial and
restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

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

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


MARION AMPHITHEATRE: Court Approves McCarthy as Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized Marion Amphitheatre, LLC, to employ McCarthy Law Firm,
LLC, as its bankruptcy counsel effective Nov. 9, 2011.  The
Debtor has selected McCarthy Law Firm because of its extensive
experience and knowledge in the field of debtors' and creditors'
rights and chapter 11 business reorganizations under the
Bankruptcy Code.

McCarthy Law Firm will:

   (a) advise Debtor of its rights, powers and duties;

   (b) attend meetings with Debtor and hearings before the Court;

   (c) assist other professionals retained by Debtor in the
       investigation of the acts, conduct, assets, liabilities and
       financial condition of Debtor, and any other matters
       relevant to the case or to the formulation of a plan of
       reorganization or liquidation;

   (d) investigate the validity, extent, and priority of secured
       claims against Debtor's estate, and investigate the acts
       and conduct of those secured creditors to determine whether
       any causes of action may exist;

   (e) advise Debtor with regard to the preparation and filing of
       all necessary and appropriate applications, motions,
       pleadings, draft orders, notices, schedules, and other
       documents, and review all financial and other reports to be
       filed in these matters;

   (f) advise Debtor with regard to the preparation and filing of
       responses to applications, motions, pleadings, notices and
       other papers that may be filed and served in these chapter
       11 cases on behalf of Debtor; and

   (g) perform other necessary legal services for and on behalf
       of Debtor that may be necessary or appropriate in the
       administration of this chapter 11 case.

Currently, the firm's hourly rates vary from $150.00 to $425.00
per hour for firm's attorneys and from $100.00 to $125.00 per hour
for bankruptcy paralegals and assistants.  The hourly rates for
the attorneys who will be primarily involved in this matter are:

   -- $400.00 per hour for G. William McCarthy, Jr.,;

   -- $325.00 per hour for Daniel J. Reynolds, Jr.;

   -- $225.00 per hour for Sean P. Markham; and

   -- $225.00 per hour for W. Harrison Penn.

The Debtors will reimburse the firm for actual, necessary expenses
and other charges that the firm incurs.

Pre-petition, the firm received retainers aggregating $30,000.  At
the time of filing, the retainer was drawn down by $21,748 for
pre-petition services and expenses.  The remaining retainer amount
being held by Firm is $8,251.

William G. McCarthy, Jr., Esq., assures the Court that his firm is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Marion Amphitheatre, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. S.C. Case No. 11-06980) on Nov. 9, 2011.  Marion Amphitheatre
scheduled assets of $26,235,309 and Scheduled Liabilities of
$23,945,393.  The petition was signed by Michael Guarco, Sr.,
manager-member.  G. William McCarthy, Jr., Esq., at McCarthy Law
Firm, LLC, in Columbia, South Carolina, serves as counsel to the
Debtor.


MASCO CORPORATION: Moody's Affirms Corp. Family Rating at 'Ba2'
---------------------------------------------------------------
Moody's Investors Service changed Masco Corporation's rating
outlook to negative from stable, reflecting Moody's view that the
company's operations will have difficulty in generating the level
of earnings and credit metrics commensurate with the current
ratings. Moody's affirmed the Corporate Family Rating and
Probability of Default Rating at Ba2 and senior unsecured notes at
Ba2. The company's speculative grade liquidity assessment remains
SGL-1.

These ratings/assessments were affected by this action:

Corporate Family Rating affirmed at Ba2;

Probability of Default Rating affirmed at Ba2;

Senior unsecured notes ratings affirmed at Ba2 (LGD4, 53%); and,

Various shelf securities affirmed at (P)Ba2/(P)B1.

The company's speculative grade liquidity assessment remains SGL-
1.

RATINGS RATIONALE

The change in rating outlook to negative from stable results from
Moody's view that Masco's financial performance will continue to
be hindered by anemic growth prospects for major remodeling
projects and weak forecasts for new housing construction well into
2012, the main drivers of the company's businesses. Additionally,
Masco will likely face higher raw material costs on a year-over-
year basis for such commodities as lumber, resin and titanium
dioxide for paints. Despite the prospect of some balance sheet
debt reduction in 2012, the company's operating performance
continues to fall short of expectations, resulting in credit
metrics previously identified as drivers for possible downgrade.
Moody's projects Masco's interest coverage will be under 2.0 times
over the next 12 to 18 months and adjusted debt-to-EBITDA leverage
in the 6.5 to 7.0 times range, which incorporates $400 million of
permanent debt reduction in 2012 (all ratios adjusted per Moody's
methodology). The negative outlook also considers the potential
for impairment charges associated with under performing
businesses.

Masco's Ba2 Corporate Family Rating is supported by its robust
liquidity profile with about $2.6 billion of cash on hand and
revolver availability, and its scale and product line diversity.
Moody's believes that Masco has sufficient resources and the
ability to generate free cash flow to fully redeem all near-term
maturities, and to contend with the ongoing uncertainties in its
end markets while maintaining its SGL-1 speculative grade
liquidity assessment.

A downgrade could ensue if the company's operating performance
does not markedly improve, even though Masco indicated that it
will pay off about $400 million of debt in 2012. Debt-to-EBITDA
remaining above 5.5 times or EBITA-to-interest expense remaining
below 2.0 times (all ratios incorporate Moody's standard
adjustments), or deterioration in the company's liquidity profile
could trigger the downgrade.

Stabilization of the ratings is unlikely until Masco is able to
generate earnings gains resulting in debt-to-EBITDA trending
towards 4.0 times or lower, or EBITA-to-interest expense
approaching 3.0 times (all ratios incorporate Moody's standard
adjustments).

The principal methodology used in rating Masco 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.

Masco Corporation, headquartered in Taylor, MI, is one of the
largest manufacturers in North America of a number of home
improvement and building products, including faucets, cabinets,
architectural coatings and windows. It is also one of the largest
installers of insulation and other products for the new home
construction market. The Company generally distributes products
through multiple channels including home builders and wholesale
and retail channels. North American operations generated
approximately 75% of its sales. Revenues for the twelve months
through September 30, 2011 totaled about $7.5 billion.


MCCLATCHY CO: Fitch Affirms 'CC' Rating on Sr. Unsecured Notes
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of the
McClatchy Company (McClatchy) at 'B-'.  Fitch has affirmed the
following ratings:

McClatchy

  -- Issuer Default Rating at 'B-';
  -- Senior secured credit agreement at 'B'/RR3;
  -- Senior secured notes at 'B'/RR3;
  -- Senior unsecured notes/debentures at 'CC'/RR6.

The Rating Outlook is Stable.

While McClatchy was successful in selling its Miami real estate in
the first half of 2011, the company under performed relative to
Fitch's revenue and EBITDA expectations for 2011.  Fitch had
expected revenues to decline in the low single digits and EBITDA
margins around 27%.  Fitch estimates that 2011 year end revenues
will be down 7% to 8% and EBITDA margins will be 25% to 26%.

With proceeds from the Miami real estate sale and cash generated
from operations, the company was able to reduce debt by
approximately $140 million in 2011 and fund $163 million into its
pension plan, reducing future funding requirements.  Fitch
estimates that 2011 year end cash interest coverage to be around
2.1x and gross unadjusted leverage to be approximately 5x (net
unadjusted leverage approximately 4.8x).

A critical assumption in Fitch's rating and Outlook is the
continued deceleration in revenue declines. The company stated
that November 2011 ad revenues declined 2.4% (ad revenues were
down 5.6% for October and November combined).  Fitch notes that if
revenue declines reaccelerate to the high single digits in the
first half of 2012, the Outlook would likely be revised to
Negative.  In this event, if revenues continued to decline in the
high single digits, ratings would likely be downgraded within 12
months from the Outlook revision.

Fitch expects the company will be able to meet its pension funding
obligations and satisfy its 2014 maturities ($81 million balance
as of Dec. 7, 2011).  There is material refinancing risk in 2017,
as a total of $1.2 billion in senior secured ($851 million) and
unsecured notes ($337 million) come due.  Fitch does not expect
McClatchy to generate enough FCF to cover these maturities in
their entirety and the company will have to rely on capital
markets to extend these maturities.

Secular risk for the industry weighs heavily on McClatchy's
ratings.  Fitch expects the evolution of advertiser behavior and
consumer media consumption habits will provide an overhang to
operations for the foreseeable future.

Fitch believes that McClatchy's maturity schedule will provide the
company time to continue reducing its dependence on print
advertising revenues (approximately 60% of total revenues) by
growing its digital revenues (including mobile/online revenues).
McClatchy continues to invest and experiment with digital
subscription models and digital advertising/marketing products
(Dealsaver, Find n Save).  Fitch also believes that tablet
adoption will further disrupt operations and revenues, but over
the medium term, it should strengthen overall profitability.  In
addition, Fitch expects the company to continue to focus on cost
containment and realignment of its cost structure.

Fitch believes that if the company can moderate its print
advertising revenue declines, successfully implement its digital
strategies, it could have a business model that can support the
refinancing of the 2017 maturities.

In 2012, Fitch expects revenue and EBITDA declines in the mid
single digits, with EBITDA margins around 25%.  FCF is expected to
be positive in the range of $75 million to $100 million.
McClatchy indicated that it expects pension contributions to be in
the range of $25 million to $35 million in 2012.  Fitch expects
FCF to continue to be dedicated to reducing absolute debt levels.
Given Fitch's expectations for continued pressure on EBITDA and
FCF, Fitch expects gross unadjusted leverage will remain in the
range of 4.75x to 5.25x and interest coverage above 2x.

Liquidity is sufficient as McClatchy had $78 million available
(net of letters of credit) under its $125 million revolver due
July 1, 2013.  As of Sept. 31, 2011, McClatchy had $17.2 million
in cash balances.  Under Fitch's base case, Fitch does not expect
McClatchy will have any issues meeting its credit agreement
financial covenants.  Fitch calculates FCF as of the last 12
months ending September 2011 at approximately $87 million (before
the $163 million pension contribution)

The ratings also incorporate the company's digital assets.
McClatchy stated it will receive $30 million in dividends from its
digital investments.  Fitch notes this is the second year in a row
that these digital assets have paid a dividend.  These assets
provide the company with the prospect of future dividends and/or
potential asset sales whose proceeds could be used to reduce debt.
Fitch notes that in September 2008, Tribune sold down a 10% stake
of CareerBuilder to Gannett for $135 million, which would value
McClatchy's 15% stake at slightly more than $200 million (assuming
40% in tax and fees, similar to Tribune's net proceed results,
resulting in estimated net proceeds of $120 million).

The Recovery Ratings (RRs) and notching reflect Fitch recovery
expectations under a distressed scenario.  In computing recovery,
Fitch continues to assume a 2.5x EBITDA multiple to calculate the
distressed enterprise value for McClatchy.  This low multiple
reflects Fitch's belief that distress would be caused by some
degree of obsolescence in the company's core business. Fitch
estimates a level of sustainable EBITDA in the $225 million range
in computing recovery estimates.  Currently, Fitch's distressed
enterprise valuation is approximately $570 million (this is before
a 10% administrative claim discount).  The 'RR3' rating for
McClatchy's secured bank credit facility and senior secured notes
reflects Fitch's expectation of 51%?70% recovery given that they
benefit from the same security interest in certain assets and a
guarantee from materially all operating subsidiaries (providing
priority over unsecured claims under a default scenario).  Given
that the secured debt is not fully recovered, under Fitch recovery
analysis, all unsecured debt is rated 'RR6', reflecting the 0%
recovery.


MEDICAL CARD: Moody's Lowers Sr. Secured Debt Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service has downgraded Medical Card System,
Inc.'s (MCS's) senior secured debt rating to Caa1 from B2
following the release of third quarter results. MCS's corporate
family rating was also downgraded to Caa1 from B2, while the
insurance financial strength (IFS) rating of the company's
operating subsidiary, MCS Advantage, Inc., was lowered to B1 from
Ba2. All the ratings have been placed under review for possible
further downgrade.

RATINGS RATIONALE

Moody's said that the downgrade reflects a combination of
financial and operational problems at MCS that led to two members
of senior management leaving the company and being replaced by an
interim management team of executives from the Gorman Health
Group. The Caa1 senior debt rating reflects the potential of a
default on the bank credit facility with less than 100% ultimate
recovery. While MCS currently has sufficient liquidity to meet its
current interest and principal payment obligations, the rating
agency noted that if the company's ongoing businesses are
disrupted as a result of several recent adverse developments,
creditors could face actual ultimate losses. The major concerns
cited by Moody's are a continuation of recent deteriorating
financial performance, a loss of membership as a result of
reputational damage, and/or legal findings against the company
that lead to substantial fines or penalties. The major
developments that led to the downgrade are described below.

First, recently released financial results for the third quarter
of 2011 show a deterioration in earnings that, in Moody's opinion,
result in a high probability that the company will not meet
certain financial covenants in its bank credit facility at the end
of the fourth quarter 2011. The lower earnings in the third
quarter reflect higher medical expenses incurred in MCS's Medicaid
and Medicare Advantage businesses. While, the rating agency noted
that a breach of these covenants could result in the lenders
forcing an acceleration of repayment of the outstanding loan
amount, the bank credit facility allows the owners of the company
to cure the covenant breach with an equity contribution. However,
this provision has limitations and furthermore, the continuation
of reported losses going forward, should they occur, would
compromise the company's liquidity position and ability to meet
the interest and principal payments on its bank loan.

Second, the rating agency stated that the company exited the Mi
Salud program (Medicaid in Puerto Rico) earlier this year when the
company was unable to reach agreement with the Puerto Rico Health
Administration on future reimbursement rates. Moody's said that
although MCS incurred losses from the Mi Salud program in 2011,
the loss of this business has a negative impact on the company's
business profile, hurting its product and earnings diversity.
There is also a concern with respect to the damage that might have
been done to MCS's reputation with the provider community and
members given the very public dispute with the government over
this matter. A key concern is that this reputational damage could
also impact membership in the company's Medicare Advantage
business.

Lastly, in October 2011, the Office of Inspector General,
supported by other federal agencies including the FBI, executed a
search warrant on selected departments of MCS for reasons that
have not been disclosed. While no charges have been made against
the company, the concern is that this action by the federal
authorities could result in operational constraints and/or
fines/penalties which would have negative financial implications
for the company.

Moody's said its review for further possible downgrade will focus
on MCS's operating and financial results and the company's ability
to hold onto its Medicare Advantage and commercial membership, as
well as the impact of these factors on the expected recovery value
to creditors if the company breaches its covenants and there is an
acceleration of repayment of the bank loan. In addition, the
review will factor in any new developments from the federal
investigation, including the possibility of fines or penalties.

Moody's stated that if there is an adverse development with
respect to the federal investigation, the ratings could be
downgraded further. Additionally, Moody's stated that the ratings
could be lowered if there were a loss of Medicare membership of
25% or more in any year, if the company's consolidated RBC ratio
falls below 50% of Company Action Level, or if EBITDA margins fall
below 2%.

Moody's noted that there is unlikely to be upward rating movement
during this review period; however, the ratings could be confirmed
if MCS is able to meet the financial covenants in its bank credit
facility, there is minimal or no impact on membership from adverse
publicity, and there are no material actions taken against the
company in connection with the federal investigation.

The principal methodology used in rating Medical Card System was
Moody's Rating Methodology for U.S. Health Insurance Companies
published in May 2011.

The following ratings were downgraded and placed under review for
possible further downgrade:

Medical Card System, Inc. -- senior secured debt rating to Caa1
from B2; corporate family rating to Caa1 from B2;

MCS Advantage, Inc. -- insurance financial strength rating to B1
from Ba2.

Medical Card System, Inc. is headquartered in San Juan, Puerto
Rico. For the first nine months of 2011 MCS reported total
revenues of approximately $1.9 billion. Medical membership as of
September 30, 2011 was approximately 1.2 million members
(excluding Medicare Part D stand alone membership).

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


MF GLOBAL: Updated Chapter 11 Case Summary & List of Creditors
--------------------------------------------------------------
Affiliates that initially filed separate Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
     MF Global Holdings Ltd                11-15059
     MF Global Finance USA Inc.
       fka Man Group Finance, Inc.         11-15058

Address: 717 Fifth Avenue
         New York, NY 10022

Chapter 11 Petition Date: Oct. 31, 2011

Court: United States Bankruptcy Court
       Southern District of New York

Judge: Honorable Martin Glenn

Debtor's Counsel: J. Gregory Milmoe, Esq.
                  Kenneth S. Ziman, Esq.
                  J. Eric Ivester, Esq.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                  Four Times Square
                  New York, NY 10036
                  Tel: (212) 735-3000
                  E-mail: gregory.milmoe@skadden.com
                          ken.ziman@skadden.com
                          eric.ivester@skadden.com

Claims &
Noticing Agent:   THE GARDEN CITY GROUP, INC.

MF Global Holdings'
Total Assets: $41,046,594,000 as of Sept. 30, 2011

MF Global Holdings'
Total Liabilities: $39,683,915,000 as of Sept. 30, 2011

The petitions were signed by Bradley I. Abelow, Executive Vice
President and Chief Executive Officer of MF Global Finance USA
Inc.

Affiliates that subsequently filed for Chapter 11:
tection:

        Debtor                        Case No.   Petition Date
        ------                        --------   -------------
MF Global Capital LLC                 11-15808    12/16/2011
  Assets: More than $1 billion
  Debts: More than $1 billion
MF Global Market Services LLC         11-15809    12/16/2011
MF Global FX Clear LLC                11-15810    12/16/2011

MF Global Holdings' List of 50 Largest Unsecured Creditors:

     Entity                      Nature of Claim         Amount
     ------                      ---------------         ------
JPMorgan Chase Bank, N.A., as    Bond Debt       $1,200,875,000
Indenture Trustee
270 Park Ave
New York, NY 10017

Deutsche Bank Trust Company      Bond Debt         $325,000,000
Americas, as Indenture Trustee
for 6.250% Notes due Aug. 8, 2016
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, NY 10005
Fax: (212) 250?0677

Deutsche Bank Trust Company      Bond Debt         $325,000,000
Americas, as Indenture Trustee
for 3.375% Notes due Aug. 1, 2018
Corporate Trust Office at
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, NY 10005
Fax: (212) 250?0677

Deutsche Bank Trust Company      Bond Debt         $287,500,000
Americas, as Indenture Trustee
for 1.875% Notes due Feb. 1, 2016
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, NY 10005
Fax: (212) 250-0677

Deutsche Bank Trust Company      Bond Debt          $78,617,000
Americas, as Indenture Trustee
for 9% Notes due June 20, 2038
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, NY 10005
Fax: (212) 250?0677

Headstrong Services, LLC         Unknown             $3,936,074
4035 Ridge Top Rd Ste 300
Fairfax, VA 22030
Tel: (703) 272-6700
Fax: (703) 272-2000

CNBC                             Unknown               $845,397
c/o NBC Universal CFS
Bank of America
NBC Universal Lock Box #402971
Atlanta, GA 30384-2971
10 Fleet Pl
London, EC4M7QS GB
Phone: 0207 653 9300

Sullivan & Cromwell LLP          Unknown               $596,939
125 Broad St
New York, NY 10004-2498
Tel: (212) 558-4000
Fax: (212) 558-3588

Caplin Systems Limited           Unknown               $427,520
Cutlers Court, 115 Houndsditch
London EC3A 7BR GB

Wachtell, Lipton, Rosen & Katz   Unknown               $388,000
51 W 52nd St
New York, NY 10019
Tel: (212) 403-1000
Fax: (212) 403-2000

Linklaters LLP                   Unknown               $348,000
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 903-9000
Fax: (212) 903-9100

PricewaterhouseCoopers LLP       Unknown               $312,598
1177 Avenue of the Americas
New York, NY 10036
Tel: (212) 596-8000
Fax: (813) 286-6000

Dean Media Group                 Unknown               $309,000
560 W Washington Blvd Ste 420
Chicago, IL 60605

Oracle Corporation               Unknown               $302,704
500 Oracle Pkwy
Redwood Shores, CA 94065
Tel: (916) 315-4305
Fax: (650) 506-7200

ForwardThink Group Inc.          Unknown               $278,825
112 Candido Ct.
Manalapan, NJ 07726
Tel: (646) 873-6530

Bloomberg Finance LP             Unknown               $276,064
731 Lexington Ave.
New York, NY 10022
Fax: (917) 369-5000

The Gate Worldwide               Unknown               $229,739
(S) Pte Ltd
11 E 26th St Fl 14
New York, NY 10010-1422
Fax: (212) 508-3543
52 Craig Rd
Singapore 89690

Lever Interactive                Unknown               $178,900
1431 Opus Pl Ste 625
Downers Grove, IL 60515

Braxton Group LLC                Unknown               $172,325
7 Bridge View Dr
New Fairfield, CT 06812
Tel: (203) 312-9200

Forum Group                      Unknown               $154,300
260 Madison Ave # 200
New York, NY 10016-2401
Tel: (212) 687-4050
Fax: (917) 256-0314

Shearman & Sterling              Unknown               $135,500
599 Lexington Ave
New York, NY 10022
Tel: (212) 848-4000
Fax: (212) 848-7179

RR Donnelly                      Unknown               $118,600
111 South Wacker Dr
Chicago, IL 60606
Tel: (312) 326-8000
Fax: (212) 503-1344

Infinia Group LLC                Unknown               $115,001
515 West 20th St Fl 3
New York, NY 10011
Tel: (212) 463-5100

Directors Fees                   Unknown               $105,000
717 Fifth Ave
New York, NY 10022

ADK America Inc                  Unknown               $101,958
515 West 20th St Fl 6 East
New York, NY 10011
3137 S La Cienega Blvd
Los Angeles, CA 90016

Alvarez & Marsal Tax Advisory    Unknown                $65,000
Services LLC
600 Lexington Ave Fl 6
New York, 10022 10017
Tel: (212) 759-4433
Fax: (212) 328-8757

The Global Capital Group, Ltd    Unknown                $63,250
88 W Schiller Ste 3008
Chicago, IL 60610
Tel: (312) 451-2676

Access Search Inc.               Unknown                $61,440
218 N Jefferson Ste 302
Chicago, IL 60661
Tel: (312) 930-1034
Fax: (312) 930-1070

Holland & Knight                 Unknown                $59,000
Attn Bill Honan,
  Executive Partner
31 W 52nd St
New York, NY 10019
Tel: (212) 513-3200
Fax: (212) 385-9010

JVKellyGroup Inc.                Unknown                $56,760
145 E Main St
Huntington, NY 11743
Tel: (631) 427-2888
Fax: (631) 427-0266

Willis of New York, Inc.         Unknown                $49,850
200 Liberty St Fl 7
New York, NY 100281-0001
Tel: (212) 344-8888
Fax: (212) 915-8511

Fleishman Hillard Inc.           Unknown                $42,000
4706 Paysphere Cir
Chicago, IL 60674
Tel: (314) 982-1700
Fax: (314) 231-2313

American Express Company         Unknown                $40,000
Corporate Services Operations
AESC-P
20022 N 31st Ave
Mail Code AZ-08-03-11
Phoenix, AZ 85027
Tel: (800) 528-2122

Other Regrsn                     Unknown                $37,280
111 South Wacker Dr
Chicago, IL 60606
Tel: (312) 326-8000

Technology Managemant            Unknown                $34,000
Consulting Group
DBA Roadmap Learning
235 Iris Rd
Lakewood, NJ 08701

Eloqua Corporation               Unknown                $33,000
1921 Gallows Rd Ste 250
Vienna, VA 22182-3900
Fax: (302) 655-5049

GKH Law Offices                  Unknown                $30,074
One Azrieli Center, Round Bldg
Tel Aviv 67021 Israel
Phone: 972-3-607-4444
Fax: 972-3-607-4422

1 Shmuel Ha'Nagid Street, 4th Fl
Jerusalem 94592 Israel
Phone: 972-2-623-2683
Fax. 972-2-623-6082

The Siegfried Group LLP          Unknown                $30,000
1201 Market St Ste 700
Wilmington, DE 19801-1147

Synechron (Synechron Inc.)       Unknown                $29,740
15 Corporate Pl S Ste 400
Piscataway, NJ 08854
Tel: (732) 562-0088
Fax: (732) 562-1414

Amideo and Associates            Unknown                $27,300
787 S Shore Drive
Miami Beach, FL 33141
Tel: (305) 519-5377

BTA                              Unknown                $26,978

Promontory Financial             Unknown                $25,000
Group LLC
1201 Pennsylvania Ave NW Ste 617
Washington, DC 20004-2401
Tel: (202) 662-6980
Fax: (202) 783-2924

Media Two                        Unknown                $25,000
319 W Martin St Ste 200
Raleigh, NC 27601
Tel: (919) 553-1246

Ticker Consulting LLC            Unknown                $22,800
3 Cypress Dr
Cedar Knolls, NJ 07927

Adscom Solutions LLC             Unknown                $19,440
Attn Andre Pires
201 East 12 St
New York, NY 10003

Premiere Global Services Inc.    Unknown                $18,227
The Terminus Building
3280 Peachtree Rd NE Ste 1000
Atlanta, GA 30305
Tel: (866) 548-3203
Fax: (404) 262-8540

Paul Hastings                    Unknown                $11,646
Attn Barry Brooks
75 East 55th Street
New York, NY 10022
Tel: (212) 318-6000
Fax: (212) 319-4090

Fox Rothschild, LLP              Unknown                $11,645
Attn: Accounts Payable - 01
2000 Market St Fl 20
Philadelphia, PA 19103-3222
Tel: (215) 299-2000
Fax: (215) 299-2150

KPMG LLP                         Unknown                $10,000
Dept. 0511
POB 120001
Dallas, TX 75312-0511
Fax: (212) 758-9819

Stephanie G. Schrock             Unknown                $10,000
7716 N Paulina St Unit 1N
Chicago-Rogers Park, IL 60626

MF Global Capital's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Citibank                           ISDA Counterparty    $2,370,499
988 Greenwich Street
New York, NY 10013

G Capital Management               3rd Party Commissions  $543,197
34 Broad Street, 2nd Floor         Payable
Red Bank, NJ 07701

BNP                                Cash Payable           $171,586
787 7th Avenue
New York, NY 10019

Genesis Diversified CTA T          Client Payable         $134,559

Delux All Cap Stock Fund           Client Payable          $68,591


Eduardo Garza Hinojosa             Client Payable          $61,317

Richard Lee Water, Jr.             Client Payable          $24,870

JP Morgan                          Customer Account        $21,690
                                   Obligation

Palumbo Cabrera                    Client Payable          $20,374

Moto Repuestos Monterrey           Client Payable          $15,441

Texbas                             Client Payable          $13,313

Fanasa Sa De Cv                    Customer Account        $11,229
                                   Obligation

Sergey Chistyakov                  Client Payable           $5,230

Raell LP                           Client Payable           $4,122

Arab Finance Corp                  Client Payable           $2,914

Distribuidora De Metals            Client Payable           $2,668

Lorenzo Barrera Segovia            Client Payable           $2,116

Planet Video Sa De Cv              Client Payable           $1,751

Wallace Murungi                    Customer Account         $1,500
                                   Obligation

Asi Master Fund LP                 Client Payable          Unknown


MF GLOBAL: UBS Hires Forlenza to Head American Equities
-------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that UBS AG has hired
Peter Forlenza, former global head of equities for MF Global
Holdings Ltd., to run the Swiss banking group's equities business
in North and South America, marking one of the highest-profile
personnel pickups yet from the defunct broker-dealer.

                       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)


MILLENNIUM INORGANIC: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating (CCR) on Hunt Valley, Md.-based Millennium Inorganic
Chemicals to 'BB-' from 'B+'. The outlook is stable.

"We also raised our issue-level ratings on the company's first-
lien term loan to 'BB' (one notch above the CCR) from 'BB-' and
maintained the recovery rating at '2', indicating our expectation
for a substantial (70% to 90%) recovery in the event of a payment
default; and we raised our issue-level rating on the company's
second-lien debt to 'B+' (one notch below the CCR) from 'B-' and
revised the recovery rating to '5', indicating our expectation
for a modest (10% to 30%) recovery in the event of a payment
default," S&P said.

"At the same time, we assigned our 'BB' issue-level rating and '2'
recovery rating to the company's new $120 million first-lien
revolving credit facility due 2014," S&P said.

"The upgrade reflects our expectation that Millennium will
continue to benefit from favorable supply and demand dynamics in
titanium dioxide, and that moderating selling price increases in
2012 will be offset through increased access to cost-advantaged
feedstock," said Standard & Poor's credit analyst Seamus Ryan.
"The company has also repaid $150 million on its first-lien term
loan in 2011 and could be in a position to make further
prepayments based on expected cash flow generation in 2012.
Although we remain cautious in our view on the global economy in
2012, we believe that tight conditions will persist in the TiO2
market and enable Millennium to maintain strong operating
performance and cash flow generation. We also believe that
management and the company's owner, Saudi Arabia-based National
Titanium Dioxide Co. Ltd. (Cristal), likely will maintain
financial policies to sustain these improved financial measures,
which should support the ratings."

"The ratings on Millennium reflect the company's limited focus on
cyclical markets subject to commodity product cycles and our
limited visibility into its financial policy, as well as our
expectation that favorable conditions in the TiO2 market will
support the current financial profile. We characterize
Millennium's business risk profile as 'weak' and its financial
risk profile as 'significant' (as our criteria define these
terms)," S&P said.

"We expect positive performance to continue into 2012 since the
limited supply of TiO2 has led to favorable pricing, although we
expect these pricing gains to moderate. We expect sales revenue
growth to come primarily from selling price increases, while we
believe production levels are likely to be somewhat restricted
because of tight inventory levels and limited flexibility to
increase production over the coming months. Although we expect
sharply rising raw material ore costs to pressure industry margins
over the coming year, Millennium should be able to maintain
product profit margins due to its current raw material inventory
stock, internal sourcing, and contracts with limited price
escalation," S&P said.

"Millennium's financial metrics have improved significantly over
the past year as the company has reduced its first-lien debt and
benefitted from favorable industry conditions. Funds from
operations (FFO) to total adjusted debt ratio was strong for the
ratings at approximately 47%, and total adjusted debt to EBITDA
was about 2x as of Sept. 30, 2011. (We adjust debt to include
capitalized operating leases, underfunded pension obligations,
preferred equity, and asset retirement obligations.) Based on our
assumptions, we expect that Millennium's financial risk profile
should remain at current levels while industry conditions support
earnings and cash flow generation. While we expect Millennium to
return some cash to its parent, Cristal, we believe it will take
a balanced approach to growth and exercise prudent financial
policies," S&P said.

With annual sales of roughly $1.8 billion, Millennium is the
second-largest global producer of TiO2, with about a 14% market
share. TiO2 is a pigment manufacturers use to impart whiteness,
brightness, and opacity in products such as coatings, plastics,
paper, fibers, food, ceramics, and cosmetics. Millennium has good
geographic diversity, with revenue generation split somewhat
evenly among North America, Europe, and emerging markets.

"The stable outlook reflects our expectation that favorable
operating trends should continue to support profitability and cash
generation. We expect favorable industry dynamics to continue to
benefit Millennium's operating results and support adequate
liquidity," S&P said.

"Based on our scenario forecasts, we expect the company to
maintain financial metrics at a level that is strong for the
rating in the near term," Mr. Ryan continued. "However, the highly
cyclical nature of the company's business and its focus on
commodity products limit the potential for higher ratings during
the next year."

"We could lower the ratings if any of the downside risks to our
forecast were to materialize, including signs of an overexpansion
of capacity, aggressive near-term debottlenecking actions by
multiple competitors combined with an unexpected setback in end-
market demand, or substantially higher-than-expected titanium ore
prices. An increase in debt to fund growth investments in the
parent company's business or returning capital to shareholders
would also constitute a risk, although we view this as unlikely,"
S&P said.


MONEY TREE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: The Money Tree Inc.
        114 South Broad Street
        Bainbridge, GA 39817

Bankruptcy Case No.: 11-12255

Chapter 11 Petition Date: December 16, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: Dwight H. Williams, Jr.

Debtor's Counsel: Max A. Moseley, Esq.
                  BAKER DONELSON BEARMAN CALDWELL & BERKOW, P.C.
                  1600 Wells Fargo Tower
                  420 20th Street N.
                  Birmingham, AL 35203
                  Tel: (205) 244-3817
                  Fax: (205) 488-3817
                  E-mail: mmoseley@bakerdonelson.com

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

Estimated Debts: $50,000,001 to $100,000,000

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

The petition was signed by Biladley D. Bellville, president.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                             Case No.
        ------                             --------
Small Loans, Inc.                          11-12254
The Money Tree of Louisiana, Inc.          11-12256
The Money Tree of Florida Inc.             11-12257
The Money Tree of Georgia of Georgia Inc.  11-12258


MORGAN'S FOODS: Incurs $93,000 Net Loss in Nov. 6 Quarter
---------------------------------------------------------
Morgan's Foods, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $93,000 on $19.27 million of revenue for the quarter ended
Nov. 6, 2011, compared with a net loss of $54,000 on
$21.25 million of revenue for the quarter ended Nov. 7, 2010.

The Company reported a net loss of $988,000 on $89.9 million of
revenues for the fiscal year ended Feb. 27, 2011, compared with
net income of $396,000 on $90.5 million of revenues for the fiscal
year ended Feb. 28, 2010.

The Company reported a net loss of $567,000 on $58.35 million of
revenue for the 36 weeks ended Nov. 6, 2011, compared with net
income of $684,000 on $65.10 million of revenue for the 36 weeks
ended Nov. 7, 2010.

The Company's balance sheet at Nov. 6, 2011, showed $41.41 million
in total assets, $41.34 million in total liabilities and $68,000
in total shareholders' equity.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.

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

                       http://is.gd/EtfO2W

                       About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.


MSR RESORT: Trump to Bid $150 Million at Doral's February Auction
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Donald Trump should know when the sun sets on Feb. 27
whether he will be the new owner of the Doral Golf Resort & Spa in
Miami and whether he'll pay more than the $150 million he's now
offering.

According to the report, the bankruptcy court in New York approved
procedures this week to test whether someone else will make a
better offer than Trump's.  Other preliminary bids are due
initially on Jan. 6.  The auction is set for Feb. 27.  The winning
bidder is to be announced on Feb. 29, before a sale-approval
hearing on March 2.

The report relates that Doral is one of five resorts that Paulson
& Co. and Winthrop Realty Trust foreclosed on early this year.
Initially, Trump said he would pay $170 million. He cut the offer
by $20 million after examining the property and its books and
records.  As the so-called stalking horse bid, Trump's $150
million offer will be the first at auction.

The owners, according to Mr. Rochelle, will retain the 131-acre
White Course at the Doral for later commercial or residential
development.  When Trump's offer was $170 million, Paulson and
Winthrop said the price implied a value for all the resorts
"significantly" exceeding the $1.5 billion in debt.  Paulson and
Winthrop put all five resorts into Chapter 11 in February, facing
maturity of $1 billion in mortgages and $525 million in mezzanine
debt. They are selling the Doral because of the property's need
for capital expenditures. Built in 1962, the property has 962
rooms and five golf courses.

                         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.


NATIVE WHOLESALE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Native Wholesale Supply Company filed with the Bankruptcy Court
for the Western District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $30,022,315
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,200,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,905,238
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $49,485,326
                                 -----------      -----------
        TOTAL                    $30,022,315      $70,590,564

                      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.


NATIVE WHOLESALE: Hires Mengel Mertzger as Accountants
------------------------------------------------------
Native Wholesale Supply Company asks the U.S. Bankruptcy Court for
the Western District of New York for approval to employ Mengel
Mertzger Barr & Co. LLP as accountants.

The company has provided a $15,000 retainer for accounting work it
will perform in connection with this case.

Upon retention, the firm will, among other things:

   a. prepare financial statements;
   b. prepare year end payroll tax form; and
   c. various accounting consultation.

The firm anticipates that other additional accounting services
will be needed in formulation of the company's reorganizational
Plan.

The firm's rates are:

  Personnel                Rates
  ---------                -----
  Partners                 $250
  Managers                 $175
  Senior Staff             $150
  Staff                    $100
  Para Professional         $50

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

                     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.


NAVISTAR INTERNATIONAL: Reports $1.7 Billion Net Income in 2011
---------------------------------------------------------------
Navistar International Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, reporting
net income of $1.77 billion on $13.95 billion of net sales and
revenues for the year ended Oct. 31, 2011, compared with net
income of $267 million on $12.14 billion of net sales and revenues
during the prior year.

The Company reported net income of $275 million on $4.32 billion
of net sales and revenues for the three months Oct. 31, 2011,
compared with net income of $50 million on $3.37 billion of net
sales and revenues for the same period during the prior year.

The Company's balance sheet as of Oct. 31, 2011, showed $12.29
billion in total assets, $12.26 billion in total liabilities, $5
million in redeemable equity securities, and $23 million in total
stockholders' equity.

"We are pleased that we have finished the year strong and
delivered solid fourth quarter results across all segments," said
Daniel C. Ustian, Navistar chairman, president and chief executive
officer.  "Not only did we deliver on 2011 commitments, we
continued to invest in our strategy and set the foundation for a
strong 2012."

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

                        http://is.gd/AHAe0X

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEONODE INC: Retires $4.2 Million Convertible Note
--------------------------------------------------
Neonode Inc. issued convertible notes to investors who loaned the
Company an aggregate of approximately $4.2 million in March 2011.
The Convertible Notes were subject to automatic conversion into
shares of our common stock, at a conversion price of $2.50 per
share, in the event the Company consummated a financing in the
amount of at least $5 million.  In October and November 2011 note
holders of $575,000 of the original approximately $4.2 million
Convertible Notes exercised their right to convert their notes and
accrued interest and were issued 232,125 shares of the Company's
common stock.

On Dec. 13, 2011, the Company consummated a financing in which the
gross proceeds to the company were in excess of $5 million.
Accordingly, on Dec. 14, 2011, the remaining outstanding principal
balance totaling approximately $3.6 million of Convertible Notes,
plus accrued interest, was automatically converted into 1,612,697
additional shares of the Company's common stock.  As of Dec. 14,
2011, the entire original total of approximately $4.2 million
Convertible Note has been retired and converted into shares of the
Company's common stock.

The issuance of shares of the Company's common stock upon the
conversion of the Convertible Notes are exempt from registration
under Section 4(2) of the Securities Act of 1933 and regulations
promulgated thereunder.  The shares of common stock issued upon
conversion of the Convertible Notes will not be registered under
the Securities Act, or any state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act.

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

The Company's balance sheet at Sept. 30, 2011, showed $5.0 million
in total assets, $10.9 million in total liabilities, and a
stockholders' deficit of $5.9 million.

KMJ Corbin & Company, LLP, in Costa Mesa, Calif., expressed
substantial doubt about Neonode's ability to continue as a going
concern, following the Company results for the fiscal year ended
Dec. 31, 2010.  The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $9.9 million
and an accumulated deficit of $112.2 million.


NET ELEMENT: Felix Vulis Appointed to Board of Directors
--------------------------------------------------------
The Board of Directors of Net Element, Inc., authorized an
increase in the number of directors of the Company to five and
appointed Felix Vulis as a director of the Company to fill the
vacancy created by that increase.  There was no arrangement or
understanding between Mr. Vulis and any other person pursuant to
which he was selected as a director.  Mr. Vulis is expected to be
named to the audit committee of the Board of Directors of the
Company.

Mr. Vulis is currently Chief Executive Officer of Eurasian Natural
Resources Corporation PLC, and has been Chief Executive Officer of
ENRC since August 2009.  In February 2011, Mr. Vulis announced
that he would be stepping down as Chief Executive Officer of ENRC
for personal reasons, but he has committed to continue serving in
such capacity until a new Chief Executive Officer is appointed.
ENRC is a leading diversified natural resources group with
integrated mining, processing, energy, logistics and marketing
operations.  Prior to his appointment as Chief Executive Officer
of ENRC, Mr Vulis was Chief Operating Officer of ENRC since
December 2006.  Between 2002 and 2006 Mr. Vulis was First Vice
President of Eurasia Industrial Association.  Before joining the
ENRC group in 2001, Mr. Vulis was President of UNICHEM K, LLC.
From 1990 until 1995 he was President and Chief Executive Officer
of AGC Group, Inc.

There have been no transactions and there are no currently
proposed transactions in which the Company was or is to be a
participant and in which Mr. Vulis had or will have a direct or
indirect material interest that requires disclosure pursuant to
Item 404(a) of Regulation S-K.  In connection with Mr. Vulis'
appointment as a director of the Company, the Company granted to
Mr. Vulis 800,000 shares of restricted stock of the Company,
400,000 shares of which will vest on each annual anniversary of
his appointment as a director of the Company.

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.

The Company also reported a net loss of $23.53 million on $143,988
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $2.62 million on $0 of net revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.95 million in total assets, $5.69 million in total liabilities,
and a $3.73 million total stockholders' deficit.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.


NEUROLOGIX INC: Borrows Additional $500,000 from GEPT, et al.
-------------------------------------------------------------
Neurologix, Inc., on Dec. 16, 2011, entered into a Second
Amendment to Note and Warrant Purchase Agreement and Promissory
Notes and First Amendment to Security Agreement with General
Electric Pension Trust, Corriente Master Fund, L.P., and Palisade
Concentrated Equity Partnership II, L.P.

The Investors, or affiliated entities thereof, are each existing
stockholders of the Company and each, or affiliated entities
thereof, beneficially owns greater than 10% of the Company's
outstanding common stock, par value $0.001 per share, on an as-
converted basis.

Pursuant to the Original Purchase Agreement, the Investors
provided a bridge loan to the Company on Dec. 6, 2010, in the
aggregate principal amount of $7,000,000, accruing interest
thereon at an annual rate of 10%.  An amount equal to 1.2 times
the Original Loan, plus accrued and unpaid interest thereon, was
scheduled to mature on Oct. 31, 2011.  The Original Maturity Date
was extended to Dec. 31, 2011, pursuant to the First Amendment.

As of Dec. 15, 2011, and prior to issuing the Tranche B Loan, the
Company had cash on hand of approximately $289,887, and short-term
liabilities of approximately $11,818,275, of which approximately
$9,145,225 represents outstanding principal and accrued interest
under the Original Loan.

Pursuant to the Second Amendment, the Investors loaned to the
Company, on Dec. 16, 2011, an additional aggregate amount of
$500,000 (the "Tranche B Loan") and the Company issued to the
Investors Amended and Restated Notes, which amend, restate and
substitute the promissory notes that were issued to the Investors
under the Original Purchase Agreement.

The Tranche B Loan bears interest at 16% per annum from the date
of issuance, matures on Feb. 16, 2012, and is secured by
substantially all of the Company's assets, subject to certain
exceptions.

In the event that certain parties, identified by the Company and
the Investors, notify the Company or its financial advisors, at
any time between Jan. 12, 2012, and Jan. 15, 2012, that any such
party is actively pursuing and working towards proposing an
acquisition of, or strategic investment or licensing transaction
with, the Company, the Investors have agreed to loan the Company
an additional $500,000 on or before Jan. 16, 2012, (the "Tranche C
Loan").  The Tranche C Loan will carry the same terms as the
Tranche B Loan, be secured by the same assets as the Tranche B
Loan, and will mature on the New Maturity Date.  Mr. Hardy has
agreed to buy a participation from the Investors in the Tranche C
Loan in the aggregate principal amount of $125,000.

Pursuant to certain binding provisions contained in the Summary of
Terms, the Company may request, on or before the New Maturity
Date, and the Investors may provide, in their sole discretion, an
additional loan in the aggregate principal amount of $500,000 (the
"Tranche D Loan").  The Tranche D Loan will bear interest at (16%
per annum from the date of issuance, will mature on March 31,
2012, will be secured by the same assets as the Tranche B Loan and
the Tranche C Loan, will be payable at maturity in an amount equal
to 1.3 times outstanding principal plus accrued interest on the
Tranche D Loan, and will be convertible into the preferred stock
issued in the Next Preferred Equity Financing at a rate of 1.5
times the outstanding principal plus accrued interest on the
Tranche D Loan.

On Dec. 16, 2011, the Company appointed Reginald Hardy, one of the
Company's directors, as a Vice President, and, in connection
therewith, entered into a letter agreement with Mr. Hardy.

Pursuant to the Hardy Letter Agreement, Mr. Hardy has agreed to
purchase from one or more of the Investors a $125,000
participation interest in each of the Tranche B Loan and the
Tranche C Loan.  In accordance therewith, Mr. Hardy purchased a
$125,000 participation in the Tranche B Loan on Dec. 16, 2011.

A full-text copy of the Second Amendment is available at:

                       http://is.gd/08NB7d

                      About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.96 million
in total assets, $13.62 million in total liabilities, and a
$8.66 million total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEVADA CANCER: Seeks to Reject 6 Contracts and Leases
-----------------------------------------------------
The Nevada Cancer Institute is seeking Bankruptcy Court permission
to walk away these executory contracts and unexpired non-
residential real property leases, effective Dec. 2, 2011:

     1. The Advisory Board Company Terms of Agreement dated
        March 11, 2010 by and between the Debtor and The Advisory
        Board Company;

     2. Sublease dated May 14, 2010, by and between Catholic
        Healthcare West, a California nonprofit public benefit
        corporation, dba Saint Mary's Regional Medical Center,
        as sublessor, and the Debtor, as sublessee;

     3. Office Lease Agreement dated as of April 15, 2008, between
        NCI Admin Bldg., LLC, as landlord, and the Debtor, as
        Tenant;

     4. Agreement and Payment Information dated December 3, 2010,
        by and between OnTargetJobs, Inc., dba HEALTHeCAREERS, and
        the Debtor;

     5. TWTC Standard Terms and Conditions dated June 23, 2008, by
        and between Time Warner Telecom Holdings Inc., a Delaware
        corporation, by and through its wholly owned subsidiaries
        that are certified to provide the services being ordered
        thereunder, and the Debtor; and

     6. Contract Management Services Agreement dated March 31,
        2009, by and between Tractmanager Inc., a Delaware
        corporation also known as MediTract Inc., and the Debtor.

The Debtor said it no longer requires services under the Advisory
Board Agreement, HealthCareers Agreement, MediTract Agreement and
TWTC Agreement, and no longer occupies the premises that are the
subject of the Admin Building Lease or the Reno sublease.  To the
extent there are outstanding obligations under the contracts and
leases, the Debtor said it does not intend to perform those
obligations.

A hearing on the Debtor's request is set for Jan. 11, 2012, at
1:30 p.m.

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor estimated assets of $10 million to $50 million and
estimated debts of $100 million to $500 million.  Lisa Madar
signed the petition as secretary.

The Debtor is represented by:

          Thomas E. Patterson, Esq.
          Michael L. Tuchin, Esq.
          Courtney E. Pozmantier, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, 39th Floor
          Los Angeles, CA 90067
          Telephone: (310) 407-4000
          Facsimile: (310) 407-9090
          E-mail: mtuchin@ktbslaw.com
                  mbarash@ktbslaw.com
                  cpozmantier@ktbslaw.com

               - and -

          Robert M. Charles, Jr., Esq.
          Dawn M. Cica, Esq.
          LEWIS AND ROCA LLP
          3993 Howard Hughes Pkwy., Suite 600
          Las Vegas, NV 89169
          Telephone: (702) 949-8200
          Facsimile: (702) 949-8398
          E-mail: rcharles@lrlaw.com
                  dcica@lrlaw.com

Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.

Alvarez & Marsal Healthcare Industry Group LLC serves as the
Debtor's restructuring advisors.  George D. Pillari, a managing
director with A&M, serves as the Debtor's Chief Restructuring
Officer.


NEVADA CANCER: Hires Alvarez & Marsal as Restructuring Advisors
---------------------------------------------------------------
Nevada Cancer Institute asks the Bankruptcy Court to approve its
engagement of Alvarez & Marsal Healthcare Industry Group LLC to
provide the services of:

     (i) George D. Pillari, a managing director with A&M, as
         Chief Restructuring Officer for the Debtor;

    (ii) Steven Kraus, a senior associate with A&M, as Chief
         Financial Officer and Treasurer for the Debtor;

   (iii) Diane Rafferty, a director with A&M, as Vice President,
         Outcomes & Quality for the Debtor; and

    (iv) certain other personnel of A&M, as executive officers
         of the Debtor.

From March 2011 to the petition date, Mr. Pillari, Mr. Kraus, Ms.
Rafferty, and other A&M personnel have provided advisory services
to the Debtor in connection with its operations, finances, and
restructuring efforts, all in close consultation with the Debtor's
board of directors.  The Debtor does not have a Chief Executive
Officer or a Chief Operating Officer, and has lost other key
personnel over the past six to seven months.  The appointment of
the firm's personnel will provide leadership for the Debtor, and
clearly identify to external parties the key individuals that have
management responsibility for the business affairs of the Debtor
and are authorized to act on its behalf during the pendency of the
chapter 11 case.

Since the beginning of its retention by the Debtor, A&M has
received prepetition payments from the Debtor totaling $3,303,273
in the aggregate, including an initial retainer payment of
$250,000.  The balance of these transfers as of the petition date
will serve as a retainer for services to be provided under the
parties' Employment Agreement following the petition date.

The Debtor has agreed to pay A&M fees for the services of Mr.
Pillari, Ms. Rafferty, Mr. Kraus and other A&M personnel on an
hourly basis:

     $675 per hour for Mr. Pillari's services;
     $525 per hour for Mr. Kraus's services; and
     $550 per hour for Ms. Rafferty's services.

The hourly rates for the other A&M personnel, each of which will
serve as an Assistant Vice President, Finance, are:

     Raul Smith $450,
     Milen Hayriyan $425, and
     Erica Lister and Brian Frank, $375

In addition, the Debtor will reimburse A&M for its reasonable out-
of-pocket expenses.

The parties also agree to indemnification provisions.

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor estimated assets of $10 million to $50 million and
estimated debts of $100 million to $500 million.  Lisa Madar
signed the petition as secretary.

The Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.


NEVADA CANCER: Outline & Summary of Plan & Asset Sale
-----------------------------------------------------
The Bankruptcy Court in Nevada set a Jan. 26, 2012 hearing to
consider approval of the disclosure statement explaining Nevada
Cancer Institute's plan of reorganization.  The hearing will start
at 1:30 p.m.

The nonprofit corporation's exit plan, filed Dec. 6, is premised
on:

     (1) the sale of the Debtor's principal assets -- the land,
         building, improvements and fixtures that comprise the
         Debtor's Flagship Clinical and Research Building, located
         at One Breakthrough Way, in Las Vegas, and related
         personal property -- free and clear of liens, claims and
         interests, and assumption and assignment of executory
         contracts and unexpired leases; and

     (2) a Plan Support Agreement with the Debtor's lenders led by
         Bank of America, N.A., as administrative agent under the
         Prepetition Credit Agreement.

The Regents of the University of California on behalf of its UC
San Diego Medical System will serve as lead bidder at an auction.
UCSD has agreed to pay $18 million for the assets.  The Debtor
will pay UCSD a break-up fee equal to 4% of the purchase price
proposed by UCSD, plus its reasonable out-of-pocket legal and
other fees and expenses not to exceed $250,000, if a deal is
consummated with a rival bidder.

Competing bids are due Dec. 30 and must provide for an all-cash
consideration of at least $19.25 million.

The Debtor expects to close the sale no later than Jan. 20, 2012.
The Debtor proposes to hold an auction two days prior to the
hearing to approve the sale.  The Debtor requested a Jan. 6 sale
hearing.  The Court, however, set the sale hearing for Jan. 11.
As a result, the auction will be held Jan. 9.

In conjunction with the Debtor's negotiation of the Letter of
Intent with the buyer, the Debtor also entered into negotiations
with the BofA and the Lenders regarding the restructuring of the
Debtor's obligations to the Lenders, the disposition of those
assets that are not included in the UCSD Sale, and the
reorganization of the Debtor as a go-forward, philanthropic
entity.

The Debtor is the borrower under an Amended and Restated Credit
and Reimbursement Agreement, dated as of April 23, 2008 among the
Debtor, Bank of America, N.A., as Administrative Agent, JPMorgan
Chase Bank, National Association as Syndication Agent, Bank of
Scotland PLC and UBS Loan Finance LLC, as Co-Documentation Agents
and other lenders party thereto.  As of the petition date, the
principal balance under the Credit Agreement was $91 million.

A Plan Support Agreement was executed by the Debtor, the Agent and
seven of eight Lenders holding in excess of 80% of the debt:

                                      Loans Outstanding
                                      -----------------
     Bank of America                     $16,234,283
     Bank of Nevada                       $6,036,144
     Bank of Nevada                       $9,054,172
     JPMorgan Chase Bank, N.A.           $16,234,283
     Meadows Bank                         $3,018,058
     Nevada State Bank                    $3,018,058
     UBS Loan Finance LLC                $21,134,117
        E-mail: Thomas.caballero@ubs.com
                Carlton.klein@ubs.com

The Agent and the Consenting Lenders extended the forbearance
period through the bankruptcy filing and released $2.75 million
from a Cash Collateral Account to fund the Debtor's operations and
restructuring expenses through the Petition Date (for a total of
$8.55 million release since the Forbearance Agreement was first
executed).  Additional funds will be released from the Cash
Collateral Account, to be used in accordance with a budget, after
UCSD funds into escrow the $1.8 million Deposit pursuant to the
Asset Purchase Agreement.

Moreover, the Agent and the Consenting Lenders consented to the
proposed sale to UCSD provided that they receive $18 million in
immediately available funds upon the consummation of the sale.
Under the Plan, the Debtor's remaining outstanding obligations to
the Lenders will be replaced with a $13 million note secured by
the Research Building and vacant land -- Research Building Note --
and the payment of fees and costs in favor of the Agent.

The Plan Support Agreement could terminate if the Confirmation
Order is not entered 120 calendar days after the Petition Date or
the Effective Date of the Plan does not occur within 30 calendar
days following entry of the Confirmation Order.

Under the Plan, Holders of Allowed General Unsecured Claims will
share Pro Rata in the proceeds of a Creditor Trust, which will be
funded with $175,000 in cash, proceeds from Avoidance Actions
pursuant to Chapter 5 of the Bankruptcy Code, and all of the
Debtor's and the Estate's rights of disallowance, offset,
recharacterization or equitable subordination with respect to the
General Unsecured Claims.  As of shortly before the Petition Date,
the Debtor had unsecured accounts payable due and owing in respect
of goods and services utilized in the ordinary course of its
business of $5.5 million.

Because the Debtor is a nonprofit corporation, there are no equity
interests in the Debtor.

A copy of the disclosure statement explaining the Plan is
available at http://is.gd/cIovRj

The Letter of Intent with the buyer also contemplates that UCSD
will use the assets to operate a  nonprofit cancer center and
continue the philanthropic mission of the Debtor.  A critical
component of the Letter of Intent was the Debtor's commitment to
raise up to $20.8 million in philanthropic support over a five-
year period to support UCSD's efforts post-closing.  UCSD was not
willing to proceed without this philanthropic commitment.

In this regard, the Engelstad Family Foundation, which funds the
Debtor's lung cancer research, agreed that a $15 million
Endowment Fund would serve as a financial "backstop" for a
substantial portion of the Philanthropic Commitment to allow the
Debtor to timely consummate the UCSD Sale.

The United States Trustee has objected to this sale provision.
According to the U.S. Trustee, the Sale Motion does make clear
whether a Qualified Bidder who does not require the $20.8 million
Philanthropic Commitment from the Debtor will be subject to the
'matching bid' provision described in the Sale Motion.  This
should be clarified before the Sale Motion is approved.

The Debtor's Sale Motion provides that "UCSD, in lieu of exceeding
the prior bid, may also match any competing bid for the APA
Assets, including the Initial Auction Bid, and the Debtor will
deem UCSD's matching bid the highest and best offer based on the
BreakUp Fee that otherwise would be paid to UCSD."

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor estimated assets of $10 million to $50 million and
estimated debts of $100 million to $500 million.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are:

          Craig A. Barbarosh, Esq.
          PILLSBURY WINTHROP SHAW PITTMAN LLP
          650 Town Center Drive, Suite 700
          Costa Mesa, CA  92626
          Facsimile: (714) 436-2800
          E-mail: craig.barbarosh@pillsburylaw.com

               - and -

          Karen B. Dine, Esq.
          PILLSBURY WINTHROP SHAW PITTMAN LLP,
          1540 Broadway
          New York, NY 10036-4039
          Facsimile: (212) 858-1791
          E-mail: karen.dine@pillsburylaw.com

The proposed buyer, The Regents of the University of California on
behalf of its UC San Diego Health System, may be reached at:

          Max Reynolds
          Deputy Gen Counsel - Health Law
          University of California
          Office of General Counsel
          1111 Franklin Street
          Oakland, CA 94607
          Facsimile: (510) 987-9757
          E-mail: max.reynolds@ucop.edu

Counsel for UCSD is:

          James W. Kapp, III, Esq.
          MCDERMOTT WILL & EMERY
          227 West Monroe Street
          Chicago, IL 60606-5096
          Facsimile: (312) 984-7700
          E-mail: jkapp@mwe.com

               - and -

          MCDERMOTT WILL & EMERY
          Gary B. Gertler, Esq.
          Esther Chang, Esq.
          2049 Century Park East, 38th Floor
          Los Angeles, CA 90067-3219
          Facsimile: (310) 277-4730
          E-mail: Ggertler@mwe.com
                  Echang@mwe.com


NEVADA CANCER: Final Cash Collateral Hearing Set for Jan. 11
------------------------------------------------------------
The Bankruptcy Court will hold a final hearing Jan. 11, 2012, on
the request of Nevada Cancer Institute to use cash collateral.

The Debtor said Bank of America, as agent for the prepetition
secured lenders, holds a senior interest in the Debtor's cash
collateral, for the ratable benefit of the lenders, while Oncology
Supply may assert a junior interest in the cash collateral.

The Debtor is the borrower under an Amended and Restated Credit
and Reimbursement Agreement, dated as of April 23, 2008 among the
Debtor, Bank of America, N.A., as Administrative Agent, JPMorgan
Chase Bank, National Association as Syndication Agent, Bank of
Scotland PLC and UBS Loan Finance LLC, as Co-Documentation Agents
and other lenders party thereto.  As of the petition date, the
Debtor owed $91 million under the Credit Agreement.

Oncology Supply is the Debtor's principal provider of oncology
medication.  Oncology Supply and the Debtor are parties to a
Application for New Account, the terms and conditions of which
include the grant of a security interest on substantially all of
the Debtor's personal property to secure the Debtor's "existing
and future liabilities to Oncology Supply."  As of the Petition
Date, the Debtor estimates that it owes Oncology Supply $500,000,
a substantial portion of which is on account of goods delivered
within 20 days of the petition date.  The Debtor has prepared a
budget that provides for Oncology Supply to be paid in full during
the chapter 11 case.

The Debtor's other obligations include a $3.7 million loan from
NCI Admin Bldg., LLC to acquire the Administration Building, a
fourth parcel of Summerlin real estate.  NAB is an affiliate of
The Greenspun Corporation, a Las Vegas-based real estate
development company.  The Greenspun family and the Greenspun
Family Foundation have in the past provided philanthropic support
to the Debtor.  The Debtor owns the Administration Building
Parcel, but not the administration building itself or the adjacent
parking structure constructed on that parcel.

The Debtor also owes $5.5 million in unsecured accounts payable as
of the petition date with respect to goods and services utilized
in the ordinary course of its business.

On Dec. 7, the Court signed off on a stipulation among the Debtor,
BofA and the lenders allowing interim cash use.

According to the Debtor, an inability to use cash collateral would
precipitate an abrupt cessation of its operations, as the Debtor
would not be able to meet payroll obligations, pay for critical
supplies, or meet any other operating expenses.  An abrupt
closure, in turn, would interfere with the treatment of thousands
of patients who currently are undergoing treatment and jeopardizes
the sale of assets to The Regents of the University of California
on behalf of its UC San Diego Health System.

The stipulation provides that the lenders may withdraw their
consent to the cash use if, among others:

     -- The Debtor shall file any pleadings seeking approval of a
key employee retention plan or incentive plan, or any other
employee incentive or retention plan, or file any other pleading
seeking to increase employee benefits or compensation without the
written consent of the Prepetition Agent;

     -- The Debtor fails to obtain approval from the Bankruptcy
Court to enter into and consummate the UCSD deal by Jan. 27, 2012;

     -- UCSD rescinds or terminates the UCSD purchase agreement or
otherwise indicates in writing that it does not intend to
consummate the transactions contemplated by the UCSD purchase
agreement;

     -- The effective date of the Bankruptcy Plan has not occurred
prior to April 27, 2012 at 11:59 p.m. and the term of this
Stipulation has not, prior to such time, been extended by written
agreement between the parties and approved by the Court.

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor estimated assets of $10 million to $50 million and
estimated debts of $100 million to $500 million.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.  The proposed buyer, The
Regents of the University of California on behalf of its UC San
Diego Health System, is represented by James W. Kapp, III, Esq.,
and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Has 3-Member Unsecured Creditors Committee
---------------------------------------------------------
August B. Landis, the Acting United States Trustee for the
District of Nevada, appointed three creditors of Nevada Cancer
Institute to serve on the Official Committee of Unsecured
Creditors:

     1. College of Southern Nevada
        ATTN: Patty Charlton
        6375 West Charleston Boulevard
        Sort Code W32E
        Las Vegas, NV 89146-1164
        Tel: (702) 651-5667
        Fax: (702) 651-5825
        E-mail: patty.charlton@csn.edu

     2. Maximus Consulting Services, Inc.
        ATTN: David R. Francis
        11419 Sunset Hills Road
        Reston, VA 20190
        Tel: (703) 251-8602
        Fax: (703) 251-8603
        E-mail: dfrancis@maximus.com

     3. NCI Admin Bldg, LLC
        ATTN: Phillip N. Ralston
        901 North Green Valley Parkway, Ste. #200
        Henderson, NV 89074
        Tel: (702) 990-2187
        Fax: (702) 990-9887
        E-mail: phil.ralston@anclv.com

Lawyers at Pachulski Stang Ziehl & Jones LLP will be representing
the Committee:

        Robert J. Feinstein, Esq.
        Samuel Maizel, Esq.
        Shirley S. Cho, Esq.
        PACHULSKI STANG ZIEHL & JONES LLP
        10100 Santa Monica Blvd., 11th Floor
        Los Angeles, CA  90067-4003
        Telephone: 310/277-6910
        Facsimile: 310/201-0760
        E-mail: rfeinstein@pszjlaw.com
                smaizel@pszjlaw.com
                scho@pszjlaw.com

In its request to use cash collateral, the Debtor proposed that
the Committee be given 60 days following the date on which the
committee is first appointed to commence a challenge of the
validity, enforceability, priority, perfection, characterization
or amount of the Debtor's prepetition obligations to its secured
lenders led by Bank of America and the prepetition liens securing
those obligations; or assert any claims or causes of action
against any of the Agent or Lenders in their capacities as such.
The Debtor granted the Committee standing to commence an adversary
proceeding, without the necessity of making demand on the Debtor
to do so or demonstrating the futility of such a demand.

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor estimated assets of $10 million to $50 million and
estimated debts of $100 million to $500 million.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.  The proposed buyer, The
Regents of the University of California on behalf of its UC San
Diego Health System, is represented by James W. Kapp, III, Esq.,
and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Hiring Kamer Zucker Abbott as Labor Counsel
----------------------------------------------------------
Nevada Cancer Institute seeks to hire Kamer Zucker Abbott to serve
as its special labor and employment counsel effective as of the
petition date.

Kamer Zucker has represented the Debtor since Nov. 1, 2005,
including on employment practices and drafting labor and
employment policies and employment contracts for the Debtor,
representing the Debtor in employment actions before the
U.S. Equal Employment Opportunity Commission, the state EEOC
deferral agency, the Nevada Equal Rights Commission, the Nevada
Labor Commissioner, and litigating labor and employment matters
for the Debtor.

KZA was paid for services rendered prepetition by the Debtor on an
hourly basis.  In certain instances, KZA's fees were paid or the
Debtor is due to be reimbursed for fees paid by the Debtor's
employment practices liability insurer, Chartis.  Specifically, in
matters where Chartis agreed to accept coverage of a particular
claim asserted against the Debtor -- usually subject to a
reservation of rights regarding the applicability of the insurance
coverage to the particular claim -- Chartis is required to pay or
has paid all fees and expenses incurred by KZA in excess of the
Debtor's $25,000 self-insured retention under the policy.

As of the Petition Date, KZA was owed $6,482 on account of
services rendered to the Debtor prepetition.  Most of these fees
relate to services rendered in connection with matters where
Chartis has agreed to accept coverage of the claims against the
Debtor -- subject to a reservation of rights -- and the total fees
billed in each of these matters prepetition was in excess of the
Debtor's $25,000 self-insured retention under its policy with
Chartis.

KZA has agreed to accept as compensation for its postpetition
services such sums as may be allowed by the Bankruptcy Court in
accordance with applicable law.  KZA's current hourly rates range
from:

     $325 to $500 for partners,
     $190 to $325 for associates, and
      $80 to $125 for paralegals,

irrespective of whether the client is or is not a debtor in
bankruptcy.

In light of the Debtor's philanthropic mission and nonprofit
status, KZA has agreed to bill their services at rates that are
20% off of their current hourly rates:

     Attorney                 Position      Hourly Rate
     --------                 --------      -----------
     Carol D. Zucker, Esq.    Partner          $350
     Bryan Cohen, Esq.        Associate        $290
     Timothy Roehrs, Esq.     Associate        $240
     R. Todd Creer, Esq.      Associate        $240

In cases where Chartis has accepted coverage of the matter, KZA
has agreed in its discretion to accept an hourly rate of $270 for
partners, $215 for associates, and $90 for paralegals, pursuant to
a rate schedule mandated by Chartis.

No additional compensation will be paid by the Debtor to KZA
except as approved by the Bankruptcy Court.

                  About Nevada Cancer Institute

Founded in 2002, Nevada Cancer Institute Holdings Co. is a
nonprofit cancer institute committed to advancing the frontiers of
knowledge of cancer through research, enabling affiliated
physicians to provide world-class, research-linked clinical cancer
services to patients, facilitating outreach and education programs
aimed at raising cancer awareness, and reducing the burden of
cancer on the people of Nevada.  The Debtor has been designated by
the State of Nevada as the State's official cancer institute, and
is qualified as a nonprofit organization under section 501(c)(3)
of the Internal Revenue Code.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.

The Debtor estimated assets of $10 million to $50 million and
estimated debts of $100 million to $500 million.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.  The
Debtor is represented by Thomas E. Patterson, Esq., Michael L.
Tuchin, Esq., and Courtney E. Pozmantier, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP; and Robert M. Charles, Jr., Esq., and Dawn
M. Cica, Esq., at Lewis and Roca LLP, as bankruptcy counsel.
Kurtzman Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Lawyers at Pachulski Stang Ziehl & Jones LLP is representing the
Official Committee of Unsecured Creditors appointed in the case.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.  The proposed buyer, The
Regents of the University of California on behalf of its UC San
Diego Health System, is represented by James W. Kapp, III, Esq.,
and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEW STREAM: Judge Grants More Time to File Chapter 11 Plan
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that hedge-fund manager
New Stream Secured Capital Inc. won more time to propose a
creditor-payment plan without the threat of rival plans.

                     About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets on June 3.  New Stream
sold the portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.  There were no competing bids
at auction.


NO FEAR: Court OKs Lapidus & Lapidus as Special Litigation Counsel
------------------------------------------------------------------
No Fear Retail Stores Inc. and No Fear MX Inc. sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of California for permission to employ Lapidus & Lapidus
as special litigation counsel.

The firm agrees to render professional services to the Debtors
regarding preparing, commencing, and prosecuting adversary
proceedings.

The firm says it will seek payment of interim compensation in an
amount 80% of the fees sough and 100% of the expenses incurred
during the prior month.  Daniel Lapidus, Esq., attorney at the
firm charges $395 for this engagement.

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

                     About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  Pachulski Stang
Ziehl & Jones LLP represents the Committee.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.

Gibson Dunn & Crutcher LLP is the counsel for the Debtors'
creditors panel.  Lapidus & Lapidus acts as special litigation
Counsel for the Debtors.


NORTH SUPERIOR: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: North Superior Partners, LLC
        2 Banks Avenue
        Superior, WI 54880-1319

Bankruptcy Case No.: 11-17531

Chapter 11 Petition Date: December 16, 2011

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: John F. Hedtke, Esq.
                  HEDTKE LAW OFFICE
                  1217 East First Street
                  Duluth, MN 55805
                  Tel: (218) 728-1993
                  E-mail: john@hedtkelaw.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wiwb11-17531.pdf

The petition was signed by David H. Hozza, manager.


NORTHGATE CROSSING: Lender Forecloses; Debtor Seeks Dismissal
-------------------------------------------------------------
Northgate Crossing LLC, asks the U.S. Bankruptcy Court for the
Central District of California for an order dismissing its Chapter
11 case.

The Debtor relates that the Court denied approval of the
Disclosure Statement explaining the proposed Plan which provided
for payment in full of all claims, including the claim of One West
Bank, FSB, alleged to be in excess of $28 million.

On Oct. 27, 2011, the Court enter an order granting OWB relief
from the automatic stay, thereby authorizing OWB to pursue all its
rights and remedies including foreclosing the project.  The non-
judicial foreclosure sale was scheduled for Nov. 23.

The Debtor states that upon foreclosure on the project -- an
approximate 88 acre parcel of land approved as mixed-used real
estate development located in the City of Indio, the Debtor will
have no assets of any meaningful value.  The Debtor is conducting
no meaningful business operations.  There is, then, no business to
reorganize in Chapter 7.

The Debtor also asserts that converting the case to Chapter 7
liquidation would not provide any benefit to the Debtor's
creditors as there are no avoidance actions or other assets to
pursue or administer.

                     About NorthGate Crossing

NorthGate Crossing LLC owns and plans to develop a roughly 88-acre
mixed use tract of real property located in the city of Indio,
Riverside County, California.  The planned project includes
commercial retail spaces, single family residences and a hotel.

NorthGate Crossing LLC, c/o Oresund Capital LLC, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-24944) on May 5,
2011.  Judge Scott C. Clarkson presides over the case.  The Debtor
is represented by Richard H. Golubow, Esq., at Winthrop Couchot,
as bankruptcy counsel.  In its Schedules, the Debtor disclosed
assets of $27,502,421 and debts of $29,015,903.


OAKRIDGE HOMES: Calif. App. Ct. Flips Mechanic's Lien Foreclosure
-----------------------------------------------------------------
Pioneer Construction, Inc., appeals from a judgment entered for
defendants Global Investment, Inc., and Su-Chin Chen Tsou in
Pioneer's action for foreclosure of mechanic's liens recorded
against property owned by a debtor in bankruptcy, Oakridge Homes
LLC.  Global and Tsou purchased Oakridge's property at a trustee's
sale held after relief from the automatic stay was obtained in
Oakridge's bankruptcy proceedings.  The trial court sustained the
defendants' demurrer on the grounds the recording of the
mechanic's liens against the property while Oakridge's bankruptcy
was pending violated the automatic stay.

In a Dec. 21 decision available at http://is.gd/sWcTwqfrom
Leagle.com, the Court of Appeals of California, Second District,
Division One, reversed, finding the 90-day period for foreclosing
on Pioneer's mechanic's lien under Civil Code section 3144 was
tolled during the pendency of the bankruptcy proceedings pursuant
to Bankruptcy Code section 108(c).

The appellate case is PIONEER CONSTRUCTION, INC., Plaintiff and
Appellant, v. GLOBAL INVESTMENT CORP. et al., Defendants and
Respondents, No. B225685.

Pioneer is represented by:

          John Darling, Esq.
          Dale A. Ortmann, Esq.
          Carlo Paciulli, Esq.
          Marian K. Selvaggio, Esq.
          HUNT ORTMANN PALFFY NIEVES LUBKA DARLING & MAH INC
          301 North Lake Avenue, 7th Floor
          Pasadena, CA 91101
          Tel: 626-440-5200
          Fax: 626-796-0107
          E-mail: darling@huntortmann.com
                  ortmann@huntortmann.com
                  paciulli@huntortmann.com
                  selvaggio@huntortmann.com

Global Investment Corp. is represented by:

          Coby R. Halavais, Esq.
          Thomas G. Kemerer, Esq.
          HALAVAIS & ASSOCIATES

Valencia, California-based homebuilder Oakridge Homes LLC filed
for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 08-13977)
on June 13, 2008.  Gil Hopenstand, Esq., at Levene, Neale, Bender,
Rankin & Brill LLP, in Los Angeles, represented the Debtor as
counsel.  The Company listed assets of $20,038,129 and liabilities
of $28,552,123.

In December 2011, the Bankruptcy Court converted the Chapter 11
case to one under Chapter 11 of the Bankruptcy Code.


OILSANDS QUEST: Extends CCAA Creditor Protection Until Feb. 17
--------------------------------------------------------------
Oilsands Quest Inc. has requested and obtained an extension of the
Order from the Alberta Court of Queen's Bench providing creditor
protection under the Companies' Creditors Arrangement Act (Canada)
until Feb. 17, 2012, unless further extended as required and
approved by the Court.

Under the terms of the initial order, Ernst and Young Inc. was
named as the court-appointed monitor under the CCAA. The Monitor
will monitor the Company's property, business and financial
affairs and report to the Court from time to time on the Company's
financial and operational position and any other matters that may
be relevant to the CCAA proceeding.  In addition, the Monitor may
advise the Company on the development of a comprehensive
restructuring plan and, to the extent required, assist the Company
with a restructuring.

While under CCAA protection, the Board of Directors maintains its
usual role and management of the Company remains responsible for
the day to day operations.  The Board of Directors and management,
with input from the Monitor, will be responsible for determining
whether a given plan for restructuring the Company's affairs is
feasible. Stakeholders whose rights would be affected by the plan
will have an opportunity to vote on the plan.  Before a plan is
implemented it must be approved by the requisite number and value
of affected stakeholders contemplated by law and approved by the
Court.

The implications of the CCAA proceeding for Oilsands Quest
shareholders will not be known until the end of the restructuring
process.  If the affected stakeholders do not approve a plan in
the manner contemplated by law, Oilsands Quest will likely be
placed into receivership, bankruptcy or liquidation.  If by
Feb. 17, 2012, Oilsands Quest has not obtained a further extension
of the initial order or filed a plan, creditors and others will no
longer be stayed from enforcing their rights.

Effective Dec. 20, 2011, Gordon Tallman and Pamela Wallin resigned
from the Board of Directors.  The Board is now composed of five
members: independent directors Ronald Blakely (Chairman), Paul
Ching and Brian MacNeill; OQI founder Christopher Hopkins; and T.
Murray Wilson, who has announced that he will not be standing for
re-election at the next Annual General Meeting.

Trading in the common shares of Oilsands Quest remains suspended
while the NYSE Amex determines whether to resume trading or to
delist the Company for failure to meet listing requirements.  The
Company does not currently know when the NYSE Amex will determine
to resume trading, or seek to delist the Company.

                     About Oilsands Quest

Calgary, Alberta-based Oilsands Quest Inc. (NYSE Amex: BQI)
-- http://www.oilsandsquest.com/-- is principally engaged in the
in the acquisition, exploration and development of natural
resource properties in Canada.

On Nov. 29, 2011, Oilsands Quest Inc. and certain subsidiaries,
requested and obtained an order from the Alberta Court of Queen's
Bench providing creditor protection under the Companies' Creditors
Arrangement Act (Canada) ("CCAA").  The initial order is in effect
until Dec. 21, 2011.  If by Dec. 21, 2011, Oilsands Quest has not
obtained an extension of the initial order or filed a plan,
creditors and others will no longer be stayed from enforcing their
rights.

Under the terms of the initial order, Ernst & Young Inc. was named
as the court-appointed monitor ("Monitor") under CCAA.

On Nov. 28, 2011, negotiations for the sale of the Company's
Wallace Creek assets for $60 million were terminated.  The sale of
the Wallace Creek property would have provided the Company with
the financial resources to focus on moving its largest and most
advanced asset, Axe Lake, toward commercial development.

Following the termination of the negotiations for the sale of the
Wallace Creek, the Company initiated the CCAA process in order to
preserve its liquidity and fund operations during the
restructuring process.


OMEGA NAVIGATION: Bracewell Led Case to "Landmark Victory"
----------------------------------------------------------
Bracewell & Giuliani LLP is currently serving as Chapter 11
counsel to Athens-based Omega Navigation Enterprises, Inc.  In
what industry observers are calling a "landmark victory" after
more than 5 months of "bet the company" litigation, the United
States Bankruptcy Court for the Southern District of Texas has
rejected motions to dismiss or convert Omega's chapter 11 cases or
for relief from stay filed by Omega's Senior Lenders and supported
by Omega's Junior Lenders and Unsecured Creditors' Committee.

The Court also issued an Order to show cause as to whether the
Senior Lenders and their counsel, the Junior Lenders and the
Creditors' Committee should be sanctioned for certain conduct in
connection with the litigation that the Court characterized as,
among other things, "a reckless disregard for truth and an
intentional strategy to delay and impede the bankruptcy
proceedings."

According to Lloyd's List - a leading publication in the maritime
industry - Omega "scored a landmark victory in its Chapter 11
battle against senior lender HSH Nordbank in Houston, setting an
extraordinary precedent for other foreign shipping companies
seeking refuge from unpaid banks through the U.S. bankruptcy
courts."

Bracewell attorneys who worked on the matter include:

Partners: Evan D. Flaschen, William A. (Trey) Wood and Gregory W.
Nye

Associates: Jason G. Cohen and Ilia M. O'Hearn

                 About Bracewell & Giuliani LLP

Bracewell & Giuliani LLP -- http://www.bgllp.com/-- is an
international law firm with 450 lawyers in Texas, New York,
Washington, D.C., Connecticut, Seattle, Dubai, and London.

                   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.


OPEN RANGE: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Open Range Communications Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $115,165,177
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $75,789,856
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $1,040,399
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $26,037,728
                                 -----------     -----------
        TOTAL                   $115,165,177    $102,867,983

                       About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range listed about $114 million in
assets and $110 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

On filing for Chapter 11 protection on Oct. 6, Open Range said it
would shut down and liquidate the network if a buyer couldn't be
found.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.


OPEN RANGE: $100 Million of Assets to Be Auctioned on Jan. 11 & 12
------------------------------------------------------------------
Heritage Global Partners and Counsel RB Capital Inc. will conduct
a global webcast auction of surplus assets held by Open Range
Communications, Inc, a previous provider of broadband wireless
Internet and digital phone services across the United States.  The
auction will be held on Wednesday, January 11 and Thursday,
January 12, from 10 am MST, through 5 pm MST via live global
Webcast at http://www.hgpauction.com/and in person at the
company's headquarters in Greenwood Village, CO.

The auction will feature large quantities of state-of-the-art
networking, test equipment, IT equipment and office furnishings as
well as more than 350 cell towers located throughout the United
States.

"This auction is an opportunity for local or regional wireless
telecom providers to purchase technologies and equipment to expand
their services and better serve their customers," said David
Weiss, VP of Heritage Global Partners.  "We are pleased to
represent Open Range, and leverage our global webcast platform and
vast experience in selling assets around the world."

Open Range Communications, which filed for Chapter 11 bankruptcy
on October 6, 2011, provided high-speed wireless Internet and
digital phone access through WiMax technology.  Open Range
Communications served communities in more than 12 states and 150
markets.

Led by auction industry pioneers Ross and Kirk Dove, Heritage
Global Partners, is one of the country's leading asset advisory
and auction services firms, which assists large and small
companies with buying and selling of assets.  Heritage Global
Partners offers asset brokerage, asset inspection, asset
valuations, industrial equipment and real estate auctions, as well
as enterprise auctions combining tangible and intangible assets.

                       About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range listed about $114 million in
assets and $110 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., will provide a chief restructuring officer,
Michael E. Katzenstein; an associate chief restructuring officer,
Chris Lewand; and hourly temporary staff.  The petition was signed
by Chris Edwards, chief financial officer.

On filing for Chapter 11 protection on Oct. 6, Open Range said it
would shut down and liquidate the network if a buyer couldn't be
found.

Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Open Range Communications Inc.


OPTIONS MEDIA: Leo Hindery Appointed to Board of Directors
----------------------------------------------------------
Options Media Group Holdings, Inc., appointed Mr. Leo J. Hindery,
Jr., to serve as a director of the Company.

In connection with his appointment, Mr. Hindery was granted
5,000,000 three-year, non-qualified stock options exercisable at
$0.01 per share.  The options vest as follows: 416,674 are vested,
and 416,666 will vest on the last day of each calendar quarter
until fully vested commencing Jan. 1, 2012, subject to Mr.
Hindery's continued service as a director on each applicable
vesting date.  Mr. Hindery will also receive a stipend of $5,000
per calendar quarter, subject to his continued service as a
director of the Company.

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company also reported a net loss of $11.93 million on $525,103
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.79 million on $633,208 of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.37 million in total assets, $5.76 million in total liabilities,
and a $2.39 million total stockholders' deficit.

As reported in the TCR on May 31, 2011, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about Options
Media Group Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has a net loss of $9.86 million, and net
cash used in operations of $2.02 million for the year ended
Dec. 31, 2010, and a working capital deficit and an accumulated
deficit of $524,157, and $22.74 million respectively at Dec. 31,
2010.  The independent auditors noted that the Company has also
discontinued certain operations.


OSHKOSH: Moody's Affirms 'Ba3' Corporate Family Rating
------------------------------------------------------
Moody's Investors Service has affirmed Oshkosh's ratings and
stable rating outlook. The company's Ba3 Corporate Family Rating
(CFR), Ba3 Probability of Default Rating (PDR), and the Ba2 first
lien instrument ratings for the senior secured Term Loan A and
revolving credit facility were affirmed. The ratings on the
company's senior unsecured notes were raised to B1 from B2 due to
the reduction in the proportion of secured facilities in the
capital structure due to the reduction of outstanding borrowings
under the senior secured revolving credit facility and term loan.
The company's Speculative Grade Liquidity Rating was lowered to
SGL-2 from SGL-1 reflecting Moody's expectation of a good, but
weaker, liquidity profile due to decreased free cash flow
generation and lower cash balances over the near-term.

RATINGS RATIONALE

The affirmation of the company's CFR and PDR reflects the view
that the company's pay down of debt over the last couple of years
strengthened its balance sheet, providing flexibility to
accommodate the contraction of its defense business and the
anticipated on-going weakness in the fire & emergency and
commercial segments. Although, the rating affirmation also
considers the recent significant improvement in its access
equipment business, Oshkosh has experienced contracting operating
margins over the past twelve months. The company's fire &
emergency business is expected to remain weak due to tight
municipal budgets, while its cement truck demand suffers from the
tough construction market. However, like the access equipment
business, the company's commercial segment sales should benefit
from the need to re-fleet due to age. Moody's expects the
company's revenues, operating income, and free cash flow to remain
pressured in 2012 but anticipates improvement in 2013.

   Issuer: Oshkosh Corporation

   Upgrades:

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
      LGD5, 79% from B2, LGD5, 88%

Speculative Grade Liquidity Rating:

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
      SGL-1

What Could Change the Rating -- Up

Although the company has a strong balance sheet, a near term
upgrade is unlikely as the company needs to continue to strengthen
the operating performance of its business units. Items that would
support a positive ratings outlook include a meaningful and
sustainable improvement in the company's access equipment business
and continued improvement in other segments' margins and their
absolute levels. Leverage sustained under 2.5 times supported by
strength in multiple businesses would also provide positive
traction.

What Could Change the Rating -- Down

There is significant uncertainty surrounding the timing for a
turn-around in the company's non-defense operations. A transition
that is not smooth or that includes weaker than expected
performance at the remaining operations could pressure the rating
and/or outlook. An acceleration of the defense business' wind down
would cause rating pressure if not offset by other businesses. A
reduction in free cash flow to total debt below 5% could create
ratings pressure, as would EBITDA to interest below 3 times. A
debt financed acquisition could also pressure the rating.

The principal methodology used in rating Oshkosh was the Global
Heavy Manufacturing Rating Methodology published in November 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.

Oshkosh Corporation (Oshkosh) is a leading designer, manufacturer
and marketer of a broad range of specialty vehicles and vehicle
bodies. The company operates in four segments: access equipment,
defense, fire & emergency, and commercial. Oshkosh's JLG
subsidiary is the world's leading producer of access equipment
including aerial work platforms and telehandlers. Revenues for the
last twelve months ended September 30, 2011 totaled approximately
$7.6 billion.


OTTILIO PROPERTIES: Chapter 11 Reorganization Case Dismissed
------------------------------------------------------------
The Hon. Morris Stern the U.S. Bankruptcy Court for the District
of New Jersey dismissed the Chapter 11 case of Ottilio Properties,
LLC.

As reported in the Troubled Company Reporter on Sept. 28, 2011,
Valley National Bank asked the Court to dismiss, convert the
Chapter 11 case of the Debtor to one under Chapter 7 of the
Bankruptcy Code, or in the alternative lift the automatic stay to
allow Valley to complete a foreclosure action against certain
property, commonly known as:

   i) 1 Ottilio Terrace, Totowa, New Jersey;
  ii) 555 Preakness Avenue, Totowa, New Jersey;
iii) 217 Morris Avenue, Spring Lake, New Jersey; and
  iv) 101 Forest Avenue, Totowa, New Jersey.

The Court directed the Debtor to pay outstanding fees due and
owing.

                  About Ottilio Properties, LLC

Totowa, New Jersey-based Ottilio Properties, LLC, filed a Chapter
11 petition (Bankr. D.N.J. Case No. 11-34641) on Aug. 18, 2011, in
Newark, New Jersey.  Glenn R. Reiser, Esq., at LoFaro and Reiser,
LLP, in Hackensack, New Jersey, served as counsel to the Debtor.

Ottilio Properties estimated as much as $50 million in assets and
$10 million in liabilities as of the Chapter 11 filing.


PACIFIC MONARCH: Court OKs Jan. 11 Auction of Certain Assets
------------------------------------------------------------
The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California authorized Pacific Monarch Resorts,
et al., to sell certain assets in an auction led by Resort Finance
America, LLC and RFA PMR LoanCo, LLC.

The successful bidder offered to purchase the assets for
$130,000,000.

The auction will take place on Jan. 11, 2012, beginning at
11:00 a.m. prevailing Los Angeles time, at Stutman, Treister &
Glatt, P.C., 1901 Avenue of the Stars, 12th Floor, Los Angeles,
California.  Competing bids are due Jan. 6, at 11:00 a.m. (Pacific
Time).

As reported in the Troubled Company Reporter on Nov. 29, 2011, the
assets to be auctioned consist of promissory notes and certain
other collateral that Pacific Monarch and certain of the Debtors
have pledged to Resort Finance America LLC.

Prepetition, the Debtors negotiated Asset Purchase Agreements with
DPM Acquisition LLC, and with RFA PMR LoanCo, LLC, an affiliate of
Resort Finance America, which together will effect a sale of
substantially all assets of the Debtors.  The Debtors owe RFA
$266.9 million under prepetition loans as of the Petition Date.
RFA acquired rights to the loans from GMAC Commercial Finance LLC.
The Debtors also has a second credit facility from Branch Banking
& Trust.  PMR's subsidiary, which serves as borrowers under the
BB&T facility, currently owes BB&T $13 million and the debt is
secured by notes in the face amount of $26.7 million.

The bid package must be delivered to:

   i) Jeffrey C. Krause, the Debtors' counsel
      STUTMAN, TREISTER & GLATT, P.C.
      1901 Avenue of the Stars, 12th Floor
      Los Angeles, CA 90067
      Fax: (310) 228-5788
      E-mail: jkrause@stutman.com

  ii) Ryan Sandahl, the Debtors' proposed investment banker
      HOULIHAN LOKEY
      123 N. Wacker Drive, 4th Floor
      Chicago, IL 60606
      Fax: (312) 795-9480
      E-mail: rsandahl@hl.com

The Court will consider the sale of the assets to Novak or the
winning bidder at a hearing on Jan. 12, at 2:30 p.m.

                     About Pacific Monarch

Pacific Monarch Resorts, Inc., and certain affiliated debtors
filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case
No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500
million in both assets and debts.  The affiliated debtors are
Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV
Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora
MGVM S. de R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC serve as counsel
to the Debtors.  The petition was signed by Mark D. Post, chief
executive officer and director.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PARAMOUNT SCAFFOLD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Paramount Scaffold, Inc.
        dba Paramount Scaffold Company
        dba Paramount Scaffolding
        16525 S. Avalon Blvd.
        Carson, CA 90746

Bankruptcy Case No.: 11-61158

Chapter 11 Petition Date: December 16, 2011

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

Judge: Ernest M. Robles

Debtor's Counsel: Krikor J. Meshefejian, Esq.
                  Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd., Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: kjm@lnbrb.com
                          rb@lnbyb.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-61158.pdf

The petition was signed by Andrew De Camara, authorized estate
representative/court appointed receiver.


PARAMOUNT SCAFFOLD: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Paramount Scaffold Gulf Region, Inc.
        16525 S. Avalon Blvd.
        Los Angeles, CA 90746

Bankruptcy Case No.: 11-61186

Chapter 11 Petition Date: December 16, 2011

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

Judge: Ernest M. Robles

Debtor's Counsel: Krikor J. Meshefejian, Esq.
                  Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd., Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: kjm@lnbrb.com
                          rb@lnbyb.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-61186.pdf

The petition was signed by Andrew De Camara, authorized estate
representative/court appointed receiver.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Paramount Scaffold, Inc.               11-61158   12/16/11


PECAN SQUARE: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Pecan Square, Ltd. 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                      $12,000,000
B. Personal Property                     $566,634
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $10,200,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                $227,733
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $344,833
                                     -----------      -----------
      TOTAL                          $12,566,634      $10,772,566

                      About Pecan Square, Ltd.

Dallas, Texas-based Pecan Square, Ltd., filed for Chapter 11
protection (Bankr. N.D. Tex. Case No. 11-37391) on Nov. 22, 2011.
Bankruptcy Judge Barbara J. Houser presides over the case.
Illyssa Iona Fogel, Esq., at the Law Office of Illyssa I. Fogel
represents the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $10 million to $50 million.  The
Company did not file a list of creditors together with its
petition.  The petition was signed by Barry S. Nussbaum, president
of managing corporation.

On March 31, 2011, the Debtor filed its voluntary petition (Bankr.
Case No. 11-05359) before the Hon. Laura S. Taylor of the San
Diego Bankruptcy Court.  On Oct. 17, 2011, the Court dismissed the
Chapter 11 case.


PECAN SQUARE: Hires Larry K. Hercules as Local Counsel of Record
----------------------------------------------------------------
Pecan Square, Ltd., asks the U.S. Bankruptcy Court for the
Northern District of Texas to employ Larry K. Hercules, Attorney
at Law, as Local Counsel of Record.

As Local Counsel of Record for Debtor, Larry K. Hercules will
represent the Debtor throughout the Chapter 11 proceeding, advise
it concerning the formulation of a reorganization plan, and work
toward the approval of said plan.

The compensation arrangement for the services of Larry K. Hercules
has been established at billing-per-hour of $315.00.

Larry K. Hercules, Attorney at Law, attests that the firm is a
"disinterested person" as the term  is defined in Section 101(14)
of the Bankruptcy Code.

                   About Pecan Square, Ltd.

Dallas, Texas-based Pecan Square, Ltd., filed for Chapter 11
protection (Bankr. N.D. Tex. Case No. 11-37391) on Nov. 22, 2011.
Bankruptcy Judge Barbara J. Houser presides over the case.
Illyssa Iona Fogel, Esq., at the Law Office of Illyssa I. Fogel
represents the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $10 million to $50 million.  The
Company did not file a list of creditors together with its
petition.  The petition was signed by Barry S. Nussbaum, president
of managing corporation.

On March 31, 2011, the Debtor filed its voluntary petition (Bankr.
Case No. 11-05359) before the Hon. Laura S. Taylor of the San
Diego Bankruptcy Court.  On Oct. 17, 2011, the Court dismissed the
Chapter 11 case.


PETCO ANIMAL: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service changed PETCO Animal Supplies, Inc.'s
ratings outlook to stable from negative and affirmed all ratings,
including its B2 Corporate Family and Probability of Default
Ratings.

These ratings were affirmed and LGD Assessment updated:

-- Corporate Family Rating at B2;

-- Probability of Default Rating at B2;

-- Senior secured term loan due 2017 at B1 (LGD3, 38%);

-- Senior unsecured notes due 2018 at Caa1 (LGD 5, 85%) from (LGD
   5, 86%)

RATINGS RATIONALE

The outlook change to stable reflects Moody's expectation for
continued gradual improvement in PETCO's debt protection metrics
over the near-to-intermediate term, through ongoing revenue,
profit and margin expansion, and modest debt reduction with excess
free cash flow.

PETCO's B2 Corporate Family Rating continues to reflect its highly
leveraged capital structure, despite recent improvement, and
aggressive financial policies that stem from the 2006 acquisition
of the company and the nearly $700 million dividend payment to its
owners in 2010. For the twelve months ended October 29, 2011,
PETCO's lease-adjusted debt/EBITDA was about 6.6 times, down from
about 6.9 times at the end of fiscal 2010. The rating is supported
by PETCO's demonstrated ability to sustainably grow revenue,
expand profitability, and generate positive free cash flow over
the past several years, despite weak economic conditions. The pet
products industry in general remains relatively recession-
resilient, driven by factors such as the replenishment nature of
consumables and services and increased pet ownership. The
company's substantial market presence, well known brand, and broad
national footprint also provide ratings support. PETCO's liquidity
is expected to remain good, as internally generated cash is
expected to be sufficient to cover cash flow needs over the next
twelve months, including capital spending for growth and ongoing
efficiency initiatives.

Although unlikely in the near term, PETCO's ratings could be
upgraded if the company continues to grow sales and profitability
while demonstrating the ability and willingness to maintain more
conservative financial policies, particularly through material
debt reduction. Specific metrics include achieving and maintaining
debt/EBITDA below 5.25 times and EBITA/interest expense above 1.75
times.

PETCO's ratings could be downgraded if operating performance were
to sustainably weaken, if debt were to increase through any
additional shareholder-friendly activities, or if liquidity were
to deteriorate. Quantitatively, a downgrade could occur if
debt/EBITDA exceeded 6.5 times over a prolonged period or if
EBITA/interest expense is not sustained above 1.25 times.

The principal methodology used in rating PETCO 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.

PETCO Animal Supplies (PETCO), headquartered in San Diego,
California, is a specialty retailer of premium supplies, food, and
services for household pets. The company currently operates 1,136
stores in 50 states. Revenues are approximately $3.0 billion.


PIEDMONT CENTER: Can Use Lenders' Cash Collateral Until Feb. 29
---------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized, on an interim
basis, Piedmont Center Investments, LLC, to use cash collateral
which KeySource and Business Partners assert first priority
security interests and liens.

John A. Northen, Chapter 11 trustee for the Debtor would use the
cash collateral to pay operating expenses until Feb. 29, 2012,
provided however, expenses must not to exceed 110% on a line-item
cumulative basis, pending further orders of the Court after notice
and hearing.

As reported in the Troubled Company Reporter on Oct. 27, 2011,
KeySource asserts and appears to have a perfected security
interest in the properties known as 101-105 South 5th Street,
Mebane, North Carolina and the Debtor's rental income generated
therefrom.

Business Partners asserts and appears to have a perfected security
interest in these properties and the Debtor's rental income:

   -- 303 Burke Street, Gibsonville, North Carolina;

   -- 412 S. Main Street, Graham, North Carolina

   -- 835 W. Main Street, Murfreesboro, North Carolina;

   -- E. Washington and Park Avenue, Nashville, North Carolina;

   -- 300 Block East Street (US Highway 64);

   -- Pittsboro, North Carolina, 816 N. Madison Boulevard,
      Roxboro, North Carolina

Business Partners' security interest extends to the identifiable
rents and other receipts derived from the Business Partners
Properties and on hand as of the Petition Date and the rents and
other receipts derived from the Business Partners.

As of the Petition Date, there appear to be lien claims filed
against the Mebane Property by contractors or subcontractors who
supplied materials or labor for the purpose of constructing the
improvements located on and thus an affixed part of the Mebane
Property.  The inchoate lien rights of the Lien Claimants are
unliquidated, of unknown and uncertain priority, and junior to the
lien of KeySource.  There do not appear to be any additional lien
claims filed against the Business Partners Properties.

A full-text copy of the approved budget is available for free at
http://bankrupt.com/misc/PIEDMONTCENTER_CC_order_budget.pdf

As reported in the TCR on Sept. 27, 2011, as adequate protection
for the use of cash collateral, the lenders will each have a
continuing post-petition lien and security interest in all
property and categories of property of the estate, and the
proceeds thereof.

The Debtor set a Feb. 23 hearing at 10:00 a.m. on request for
further use of cash collateral.

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq. --
jangell@hsfh.com and nbrown@hsfh.com -- at Howard, Stallings,
From & Hutson, P.A.


PINNACLE AIRLINES: Faces Bankruptcy if Delta Won't Amend Deal
-------------------------------------------------------------
The Commercial Appeal reports that Pinnacle Airlines Corp. could
file for bankruptcy protection if prime client Delta Air Lines
Inc. refuses to revise contracts.

According to the report, Delta outsourced short and medium routes
to lower-cost Pinnacle years ago, and now both lines are locked in
talks about income for the money-losing regional carrier.

Separately, Delta's decision to fly less to Memphis will lead to
furloughs next month for 154 airport workers employed by
Pinnacle's PinnPro baggage-handling unit, the report quotes
Pinnacle spokesman Joe Williams as saying.

The report relates that Pinnacle officials are especially eager
for compensation related to the Memphis carrier's takeover and
reordering of Mesaba Aviation Inc.  Pinnacle officials in November
said they expected compensation from Delta early in 2012.  But
many analysts note that Delta is striving to hold on to cash.

The report notes that the layoffs disclosed on Dec. 19, 2011,
follow Delta's decision to scale back the hub at Memphis
International Airport.  Delta inherited the hub from Northwest
Airlines.  Delta and regional partners plan fewer than 150 daily
flights from Memphis, compared to 238 flights three years ago.

                    About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.


PMI GROUP: Files Papers to Hire Restructuring Professionals
-----------------------------------------------------------
PMI Group filed with the U.S. Bankruptcy Court a motion to retain:

   * Young Conaway Stargatt & Taylor (Contact: Pauline K. Morgan)
     as attorney at hourly rates ranging from $165 to 900;

   * Sullivan & Cromwell (Contact: Andrew G Deitderich) as special
     counsel at the following hourly rates: partner and special
     counsel at $990 to 1150, associate at 395 to 875, legal
     assistant at 210 to 290 and timekeeper at 110 to 290;

   * Goldin Associates (Contact: David W. Prager) as restructuring
     consultant at the following hourly rates: senior managing
     director at $795, managing director at 500 to 700, director
     at 400 to 550, vice president at 375 to 450, manager at 300
     to 400, associate and senior analyst at 250 to 375 and
     analyst at 150 to 300; and

   * Osborn Maledon (Contact: William J. Maledon) as special
     counsel at the following hourly rates: lawyer at $200 to
     565 and law clerk, paralegal and other assistant at 65 to
     200.

                            About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  The Debtor had total assets of
$225 million and total debts of $736 million.  Stephen Smith
signed the petition as chairman, chief executive officer,
president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.  Sullivan & Cromwell, LLP,
and Osborn & Maledon, P.A., serve as special counsel to the
Debtor.


PRESTIGE BRANDS: Moody's Reviews 'B1' CFR for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Prestige Brands,
Inc., including the company's Corporate Family Rating of B1, under
review for possible downgrade following the company's announcement
that it has entered into an agreement to acquire the U.S. rights
to 17 over-the-counter (OTC) pharmaceutical brands from
GlaxoSmithKline ("GSK") for $660 million in cash. The review for
downgrade reflects the potential for significantly increased
leverage and weakened debt protection measures as a result of this
likely all-debt financed acquisition.

The review will focus on (1) the strategic value of the
transaction to Prestige's existing portfolio of OTC healthcare and
consumer products; (2) the potential for integration challenges
the company may face given the added size the acquisition creates
for the company; (3) the prospect for incremental marketing and
promotional expenditures for the acquired brands, and (4) the
capital structure, financial flexibility and prospective debt
protection measures should the transaction ultimately close.

Ratings placed under review for possible downgrade are:

- Corporate Family Rating of B1;

- Probability of Default Rating of B1;

- $40 million senior secured revolving credit facility due 2015 of
  Ba2 (LGD 2, 25%);

- $265 million senior secured term loan B due 2016 of Ba2 (LGD 2,
  25%); and

- $250 million senior unsecured notes due 2018 of B3 (LGD 5, 80%).

Ratings Rationale

Prestige's B1 Corporate Family Rating is supported by a diverse
and balanced portfolio of leading niche brands; high margins;
flexible, outsourced business model; and low-capital spending
requirements. The rating is constrained by the company's small
revenue base, participation in highly competitive segments in
near-pharmacy like categories, primarily with companies that have
significantly more resources and financial flexibility and mature
growth characteristics of the OTC and household segments. In
addition, Moody's expects over time Prestige will continue to
supplement its growth through leveraged acquisitions and that this
will temper any ratings upside given the relatively low organic
growth rate and small scale of the company's other businesses.

Prestige's ratings and/or outlook could be downgraded if the
company's financial performance deteriorated such that debt-to-
EBITDA was sustained above 5.0 times or EBIT-to-interest remained
below 2.0 times.

For an upgrade, Prestige's scale would need to significantly
improve beyond its current level and be sustained by a strong
organic growth rate. Financial metrics would need to be maintained
for an extended period of time such that Debt/EBITDA was sustained
below 4.0 times and EBIT/Interest was sustained above 2.5 times.

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

Prestige Brands, Inc. headquartered in Irvington, New York, is a
marketer of a broad portfolio of branded over-the-counter ("OTC")
healthcare products, household cleaning products, and personal
care products. Key brands include Compound W, Chloraseptic, Little
Remedies, Clear Eyes, PediaCare, Murine, Luden's, Efferdent,
Dramamine, New Skin, Comet, Chore Boy, and Spic and Span. Total
revenues for the twelve month period ending September 30, 2011
were approximately $400 million.


PRESTIGE BRANDS: S&P Puts 'B+' Corp. Credit Rating on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Irvington, N.Y.-based Prestige Brands Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.

The CreditWatch placement follows Prestige Brands' announcement
that it has signed a definitive agreement to acquire 17 OTC North
American pharmaceutical brands from GSK for a purchase price of
about $660 million (inclusive of acquired inventories and tax
benefits).

"We believe this indicates that the company may be pursuing a more
aggressive financial policy than we had previously expected," said
Standard & Poor's credit analyst Mark Salierno.

Standard & Poor's estimates the proposed debt-financed acquisition
will result in weaker credit protection measures on a pro forma
basis, including leverage (as measured by the ratio of total debt
to EBITDA) increasing to slightly more than 5x. This compares to
leverage (pro forma for the previous acquisitions of Blacksmith
Brands and Dramamine) in the 3.5x area. Prestige Brands had about
$452 million of total funded debt outstanding as of Sept. 30,
2011.

"We will resolve the CreditWatch when further details emerge
regarding the financing of the proposed transaction. We will then
assess the impact of company's financial policy and the impact of
this potential transaction on the company's capital structure,
including our expectations for debt repayment over the next one to
two years. We could lower the rating if we believe Prestige
Brands' leverage is unlikely to decline from the 5x area over the
next year. Alternatively, we could affirm the ratings if the
proposed acquisition is structured to allow the company's credit
measures to remain consistent with indicative ratios reflective of
'aggressive' financial risk profile category medians, which
includes leverage declining closer to the 4x level over the next
year," S&P said.


PROELITE INC: Douglas DeLuca Resigns from Board of Directors
------------------------------------------------------------
Douglas DeLuca submitted his resignation as a director of the
Company effective on Dec. 14, 2011.

                        About ProElite Inc.

Los Angeles, Calif.-based ProElite, Inc., is a holding company for
entities that (a) organize and promote mixed martial arts matches,
and (b) create an internet community for martial arts enthusiasts
and practitioners.

On Oct. 20, 2008,  management, with Board ratification, decided to
close or sell all operations and began an extended period of
restructuring its balance sheet, divesting itself of certain
assets, settlement of contingent liabilities, and attempting to
raise additional capital.

Effective Oct. 12, 2009, the Company entered into a Strategic
Investment Agreement with Stratus Media Group, Inc. ("SMGI")
pursuant to which the Company agreed to sell to SMGI, shares of
the Company's Series A Preferred Stock (the "Preferred Shares").
The Preferred Shares are convertible into the Common Stock of the
Company.  This transaction closed on June 14, 2011.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about ProElite's ability to continue as a going
concern, following its audit of the Company's financial statements
as of and for the years ended Dec. 31, 2008, and 2007.  The
independent auditors noted that the Company has suffered losses
from operations and negative cash flows from operations.

The Company reported a net loss of $55.6 million for the fiscal
year ended Dec. 31, 2008, compared with a net loss of
$27.1 million for the fiscal year ended Dec. 31, 2007.

As a result of the decision to discontinue operations, the Company
did not have any revenues, cost of revenue, and gross profit for
the fiscal years ended Dec. 31, 2008, and 2007.

At Dec. 31, 2008, the Company's balance sheet showed $2.3 million
in total assets, $11.8 million in total liabilities, and a
shareholders' deficit of $9.5 million.

ProElite notified the U.S. Securities and Exchange Commission
that it requires additional time to complete the financial
statements for the fiscal quarter ended Sept. 30, 2011, and
cannot, without unreasonable effort and expense, file its Form 10-
Q on or before the prescribed filing date.  The Company expects to
obtain all required data and complete the financial statements
within the next several days and, as a result, expects to file the
Form 10-Q within five days after the prescribed filing date.


R&G FINANCIAL: Plan Solicitation Period Extended Until December 31
------------------------------------------------------------------
United States Bankruptcy Judge Enrique S. Lamoutte Inclnan has
extended R&G Financial Corporation's exclusive right to solicit
acceptances of any bankruptcy plan or plans, without prejudice to
(i) the right of the Debtor to seek further extensions of the
exclusive periods, and (ii) the right of any party-in-interest to
seek to reduce the exclusive periods for cause.

As reported in the TCR on Oct. 19, 2011, the Debtor has concluded
negotiations with some of its most important creditor
constituencies regarding the proposed satisfaction of their claims
under the First Amended Plan.  "Notably, the Debtor successfully
negotiated a settlement with its secured creditor, FirstBank
Puerto Rico, regarding the treatment of its secured claim, which
will likely permit many unsecured creditors to receive recoveries
from its estate that may not have been possible absent the
FirstBank settlement."

                      About R&G Financial

San Juan, Puerto Rico-based R&G Financial Corporation was the
direct parent of R-G Premier Bank of Puerto Rico, a state-
chartered nonmember bank, through which RGFC primarily conducted
its business.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 10-04124) on May 14, 2010.
Brent R. McIlwain, Esq., Robert W. Jones, Esq., Esq., at Patton
Boggs LLP, in Dallas; and Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, in Hato Rey, P.R., serve as the Debtores
bankruptcy counsel.  The Debtor disclosed US$40,213,356 in assets
and US$420,687,694 in debts as of the Petition Date.

As reported in the TCR on Dec. 8, 2011, R&G Financial filed a
Third Amended Chapter 11 Plan of Liquidation.  The Debtor's Plan
contemplates an orderly liquidation of its remaining assets and
ratable distribution of such remaining assets among its creditors.


REAL MEX: Sale-Linked Bonuses Okayed as Chain Seeks Exclusivity
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Real Mex Restaurants Inc., which is scheduled to
auction the business Jan. 26, received court approval on Dec. 19
for a bonus program that could give more than $3 million to nine
officers.  If a sale is completed by March 31 or a Chapter 11 plan
is confirmed, the nine workers will earn $316,000.

The report relates that eight officers can share in a pool of as
much as $2.1 million if the ultimate auction price is high enough.
With an auction price of $130 million to $180 million, the workers
will take home 50 percent of annual base salary as a bonus.  If
the price is above $200 million, the bonuses rise to 100 percent
of annual salary.

According to the report, if the price pays secured creditors in
full, leaving sufficient cash for a 10% recovery for unsecured
creditors, the bonuses will be 125% of a year's salary.

Mr. Rochelle's report says that Real Mex filed a motion this week
for an extension until June 1 of the exclusive right to propose a
Chapter 11 plan. The motion comes up for approval in bankruptcy
court on Jan. 17.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


RED HAT: S&P Lifts Credit Rating From 'BB+' on Strong Revenues
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Raleigh, N.C.-based software company Red Hat Inc. to
'BBB-' from 'BB+'. The rating outlook is stable.

"Our investment-grade rating reflects Red Hat's 'modest' financial
profile (as defined in our criteria) with a strong base of
recurring revenues, consistent earnings growth, and debt capacity
within the rating level," explained Standard & Poor's credit
analyst Philip Schrank. "The company's 'fair' business risk
profile (as defined in our criteria) is based on its relatively
narrow business profile, highly competitive industry conditions,
and rapid technology evolution. We believe that barriers to entry
provided by the large number of independent software and hardware
vendors that certify their products to work with Red Hat partially
offset these concerns, along with its 'strong' liquidity (again,
as defined in our criteria) and cash flow generation," S&P said.

"The stable outlook reflects Red Hat's consistent operating
performance and the support for the ratings provided by its modest
financial profile. In addition, a large and growing balance of
deferred revenue provides visibility in the near term, and some
downside protection. Red Hat's relatively narrow business profile
and modest share of the operating systems market currently limit a
possible upgrade. A more aggressive financial policy, which would
include debt-financed acquisitions and leverage sustained in
excess of 2x, could lead to a lower rating," S&P said.


R.M. PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: R.M. Properties
        100 Woodlawn Avenue #92
        Chula Vista, CA 91910

Bankruptcy Case No.: 11-20309

Chapter 11 Petition Date: December 19, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Jennifer Urquizu, Esq.
                  LAW OFFICES OF JENNIFER URQUIZU
                  42690 Rio Nedo, Suite F
                  Temecula, CA 92590
                  Tel: (951) 296-5492
                  Fax: (951) 639-6063
                  E-mail: JMU@AffordableLS.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb11-20309.pdf

The petition was signed by Salvador Rivera, president.


RAMSESEE INVESTMENT: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Ramsesee Investment Group, LLC
        975 N D Street
        San Bernardino, CA 92410

Bankruptcy Case No.: 11-48038

Chapter 11 Petition Date: December 19, 2011

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Debtor's Counsel: Julie Lim, Esq.
                  LAW OFFICES OF JULIE C LIM
                  714 W Olympic Blvd., Suite 900
                  Los Angeles, CA 90015
                  Tel: (213) 765-0018
                  Fax: (213) 765-0158
                  E-mail: julie@limlawfirm.com

Scheduled Assets: $0

Scheduled Liabilities: $2,620,436

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-48038.pdf

The petition was signed by Danny B. Singleton, manager.


REAL MEX: WestSpring Replaces Z Capital in Creditors Committee
--------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), amended the creditors'
panel to reflect the resignation of Z Capital Special Situations
Fund Holdings, L.L.C. and the addition of WestSpring Master Fund,
Ltd. to serve on the Official Committee of Unsecured Creditors of
Real Mex Restaurants, Inc.

The new Creditors Committee members composed of:

     1. Pepsi-Cola Fountain Co., Inc.
        Attn: Chad New
        1100 Reynolds Boulevard
        Winston-Salem, NC 27105
        Tel: (336) 876-5781
        Fax: (336) 896-6287

     2. Brenda Ruiz
        Attn: Peter Kravitz, Kravitz Law Firm
        16830 Ventura Boulevard,
        #160, Encino, CA 91436
        Tel: (310) 974-6351

     3. Ryder Truck Rental Inc.
        Attn: Kevin P. Saunty
        6000 Windward Parkway
        Alpharetta, GA 30005
        Tel: (770) 569-6511
        Fax: (770) 569-6712

     4. WestSpring Master Fund, Ltd.
        c/o WestSpring Advisors, LP
        Attn: Eric Phillips
        720 Fifth Avenue, 15th Floor
        New York, NY 10019
        Tel: (212) 231-2230
        Fax: (646) 964-6549

     5. Wilmington Trust
        National Association
        Administrative Agent to the RMR Unsecured Loan
        Attn: Renee Huhl
        50 South Sixth Street, Suite 1290
        Minneapolis MN, 55402
        Tel: (612) 217-5635
        Fax: (612) 217-5651

                        About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCLOY LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at LATHAM & WATKINS LLP; and Kurt F. Gwynne, Esq.,
at REED SMITH LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at FOLEY & LARDNER LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at SCHULTE ROTH & ZABEL LLP; and Russell C. Silberglied, Esq., at
RICHARDS LAYTON & FINGER.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at MORRIS NICHOLS ARSHT & TUNNELL LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at KLEE TUCHIN BOGDANOFF & STERN
LLP.


RIVER ROCK: 98% of Senior Notes Due 2011 Validly Tendered
---------------------------------------------------------
River Rock Entertainment Authority announced that its offer to
exchange its 9 3/4% Senior Notes due 2011 expired at 12:00
Midnight (New York City time) on Dec. 19, 2011.  As of the
Expiration Date, the Authority had received tenders of an
aggregate principal amount of Existing Notes of $196,393,000,
which represents 98.20% of the total principal amount of
outstanding Existing Notes.

In settlement of the offer and consent solicitation, the Authority
issued $189,924,000 in aggregate principal amount of New Notes and
made cash payments totaling $18,626,625 to tendering holders.  Of
the aggregate principal amount of New Notes issued, the Authority
issued $96,622,000 of new 9% Series A Senior Notes due 2018 and
$93,302,000 of new 8% tax-exempt Series B Senior Notes due 2018.
The Authority paid $6,342,374 as principal pay down and $126,625
in lieu of odd lots to holders who tendered $50,000 or more
principal amount of Existing Notes.  In addition, the Authority
paid a total of $12,157,625 to holders who delivered a consent to
the proposed amendments to the indenture, dated as of Nov. 7,
2003, governing the Existing Notes and related waiver.  In
connection with the closing of the offer and consent solicitation,
the Authority also sold to Merrill, Lynch, Pierce, Fenner & Smith,
Incorporated $27,600,000 in aggregate principal amount of 6.5%
Senior Subordinated Notes due 2019, the proceeds of which were
applied to repay an equal amount of notes of the Tribe that were
held by Merrill.

Holders who tendered $50,000 or more of Existing Notes accepted
for exchange received, for each $1,000 of Existing Notes tendered
and accepted for exchange, $962 in principal amount of New Notes,
$38 in cash principal payment and $62.29 in cash consent
consideration.  Holders with odd lots received an additional cash
payment in lieu thereof.  Holders who tendered less than $50,000
of Existing Notes accepted for exchange received, for each $1,000
of Existing Notes tendered and accepted for exchange, $1,000 in
principal amount of New Notes and $62.29 in cash consent
consideration.

The First Supplemental Indenture to the indenture governing the
Existing Notes, the agreements amending or terminating the related
collateral documents and the waiver of certain events of default
and the right to file reports with the Securities and Exchange
Commission became operative on the Exchange Date.  After the
closing of the offer and consent solicitation, $3,607,000 in
principal amount of Existing Notes which were not tendered remain
outstanding.  Those Existing Notes are subject to the First
Supplemental Indenture and the rights of the holders of New Notes
and of Subordinated Notes.

The Authority's offer and consent solicitation was made under
Section 3(a)(9) of the Securities Act of 1933, as amended,
pursuant to an offering circular and consent solicitation
statement and a related letter of transmittal and consent, which
were furnished to the holders of the Existing Notes.  The Offer
Documents set forth the complete terms of the offer and consent
solicitation.  The Offer Documents contain forward-looking
statements and include cautionary statements identifying important
factors that could cause actual results to differ materially from
those anticipated.

                        About River Rock

Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe.  River Rock Casino is a governmental development project of
the Authority.  The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.

River Rock's balance sheet at Sept. 30, 2011, showed
$222.79 million in total assets, $214.66 million in total
liabilities, all current, and $8.13 million in total net assets.

                          *     *      *

As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered River Rock Entertainment Authority's ("RREA" or
"Authority") Probability of Default Rating ("PDR") to D from Caa2
and its Corporate Family Rating ("CFR") to Ca from Caa2.

Moody's rating action was prompted by the Authority's inability to
complete the proposed refinancing transaction on time, resulting
in non-payment of the principal amount due on its existing debt of
$200 million senior secured notes on their maturity date of
November 1, 2011, which Moody's views as a default.  The downgrade
of the CFR to Ca reflects Moody's view that the current debt
holders could incur a possible material impairment in the debt
restructuring process.  The company is in discussion with lenders
and has entered into a forbearance and support agreement dated
November 2, 2011 with approximately 60% of note holders that
contemplates an exchange offer.

In the Dec. 13, 2010 edition of the Troubled Company Reporter,
Standard & Poor's Ratings Services lowered its ratings on Sonoma
County, California-based River Rock Entertainment Authority; the
issuer credit rating was lowered to 'B-' from 'B+'.  At the same
time, S&P placed the ratings on CreditWatch with negative
implications.  RREA was created to operate the River Rock casino
for the Dry Creek Rancheria Band of Pomo Indians (the Tribe).

"The rating downgrade and CreditWatch listing reflect River Rock's
limited progress in addressing near-term refinancing needs
associated with its $200 million senior notes due November 2011,
as well as other debt held at the Tribe," said Standard & Poor's
credit analyst Michael Halchak.  "With less than 12 months to the
maturity on the senior notes, S&P has become increasingly
concerned around River Rock's ability to successfully address
these refinancing needs.  In addition, S&P believes River Rock
faces additional liquidity needs related to the Tribe's memorandum
of agreement with Sonoma County, associated with infrastructure
spending needs in and around the casino."

                       Bankruptcy Warning

The Company has a significant amount of debt coming due in fiscal
2011 that it may not be able to repay.  The Company's $200.0
million of Senior Notes mature in November 2011.  The Company has
been exploring its options to refinance its Senior Notes and
expect to propose a refinancing transaction in the near future.
While the Company expects to be able to refinance this debt, there
can be no assurances that this in fact will occur.  In such case,
failure to refinance or extend the maturity date of this debt will
give the holders of such debt certain rights under the Company's
indenture which are limited by the terms of the Company's
indenture, the Company's waiver of sovereign immunity and remedies
available to creditors to Native American gaming operators under
federal law and by the Company's Compact.  In addition, it is
uncertain whether the Company or the Dry Creek Rancheria Band of
Pomo Indians may be a debtor in a case under the U.S. Bankruptcy
Code.  Without bankruptcy court protection, other creditors might
receive preferential payments or otherwise obtain more than they
would have under a bankruptcy court proceeding.  If the Company
commences a case under the U.S. Bankruptcy Code and the bankruptcy
court does not dismiss the case, payments from the debtor would
cease.  It is uncertain how long payments under the Senior Notes
could be delayed following commencement of a bankruptcy case.


ROOMSTORE INC: Seeks to Close 25 Stores
---------------------------------------
American Bankruptcy Institute reports that RoomStore Inc. will
seek approval of bidding procedures for the sale of inventory at
25 underperforming stores it initially plans to close at a hearing
scheduled for Dec. 29.

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.


RS PROPERTY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: RS Property Management, LLC
        110 North Plains Industrial Road
        Wallingford, CT 06492

Bankruptcy Case No.: 11-23516

Chapter 11 Petition Date: December 19, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq.
                  1062 Barnes Road, Suite 304
                  Wallingford, CT 06492
                  Tel: (203) 265-5222
                  Fax: (203) 265-5236
                  E-mail: joseph@lawjjd.com

Scheduled Assets: $920,000

Scheduled Liabilities: $1,346,254

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wachovia Bank NA          Mortgage               $1,346,254
P.O. Box 96074
Charlotte, NC 28296-0074


RYLAND GROUP: Signs New $50-Mil. Credit Facility with JPMorgan
--------------------------------------------------------------
The Ryland Group, Inc., through its subsidiaries Ryland Mortgage
Company and RMC Mortgage Corporation, entered into a new $50.0
million warehouse line of credit with JPMorgan Chase Bank, N.A.
The new JP Morgan Chase facility will be used to fund, and is
secured by, mortgages originated by RMC and RMCMC, pending the
sale of those mortgages by RMC and RMCMC.  The term of the new
facility is through Dec. 12, 2012.  Borrowings under the facility
will bear interest at a rate equal to:

   (a) 3.25% plus the 30-day LIBOR rate for loans being sold to
       JPMorgan Chase;

   (b) 3.75% plus the 30-day LIBOR rate for any jumbo or aged
       loans not being purchased by JPMorgan Chase; and

   (c) 3.50% plus the 30-day LIBOR rate for any other loans not
       being purchased by JPMorgan Chase.

Under the terms of this new facility, RMC is required to maintain
various financial and other covenants and satisfy certain
requirements relating to the mortgages securing the facility.

A full-text copy of the Master Purchase Agreement is available for
free at http://is.gd/vE26NZ

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $51.56 million on $628.98
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $66 million on $786.88 million
of total revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.54
billion in total assets, $1.06 billion in total liabilities and
$484.75 million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


SAAB AUTOMOBILE: North America Unit Pursues Out-of-Court Solution
-----------------------------------------------------------------
Saab Cars North America has elected to pursue an out-of-court
resolution for SCNA operations.  The SCNA Board of Directors
believes this is the best course of action to maximize the
enterprise value for its customers, dealers and creditors.
McTevia & Associates, a nationally renowned and respected
financial advisor to companies in transition, has been chosen to
direct the process.  In the interim, SCNA continues its day-to-day
operations.

"The SCNA Board's decision to explore all possibilities out-of-
court is the most appropriate direction to take for customers,
dealers and creditors," said Tim Colbeck, President and COO, Saab
Cars North America.  "By having an experienced, outside
Administrator oversee the process, the interests of all parties
are better served."

Most importantly, SCNA is committed to developing a solution that
would provide warranty coverage for Saab vehicles covering model
year 2010 and 2011 models.  As has been previously reported, GM is
honoring Saab warranties for model year 2009 and prior years, per
agreements.

SCNA is aggressively investigating all options aimed at
reinstating its parts business in North America in a timely
manner. Saab Parts Company in Sweden remains operational and not
impacted by the recent announcement regarding Saab Automobile AB.

Swedish Automobile N.V. (SWAN) announced that Saab Automobile AB,
Saab Automobile Tools AB and Saab Powertain AB filed for
bankruptcy on Monday, December 19, 2011.

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


SALT VERDE: Moody's Watches 'Ba3' Rating for Downgrade
------------------------------------------------------
Moody's Investors Service has placed on watch for downgrade the
Ba3 rating of Salt Verde Financial Corporation Subordinate Gas
Revenue Bonds, Series 2007 following the downgrade of MBIA, Inc.
to B2 from Ba3. The bonds have exposure to MBIA, Inc. through the
presence of a guaranteed investment agreement (GIC) provided by
MBIA Inc. (B2) that is also insured by MBIA Insurance Corporation
(B3 on watch for downgrade). The rating of the Senior Gas Revenue
Bond, Series 2007 is currently A3 and is not affected by the
action on the subordinate bonds.

Over the next several weeks, Moody's will review the issuers'
plans, if any, to remediate their exposure to the downgraded GIC
provider, and take appropriate rating action in accordance with
Moody's methodologies. For further information on Moody's approach
to the incorporation of GIC provider ratings into ratings on gas
prepayment bonds, see Moody's Methodology Update: "Ratings that
Rely on Guaranteed Investment Contracts" dated December 2008.

PRINCIPAL METHODOLOGY USED

The principal methodologies used in assigning the rating were; (i)
Methodology Update: Ratings that Rely on Guaranteed Investment
Contracts and (ii) Gas Prepayment Bond Methodology.


SANDISK CORP: S&P Raises Corporate Credit Rating to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Milpitas, Calif.-based SanDisk Corp. to 'BB' from 'BB-'.
The outlook is stable.

"We also raised our rating on SanDisk's senior unsecured debt to
'BB' from 'BB-' and revised our recovery rating on the debt to '3'
from '4'. The '3' recovery rating indicates meaningful (50%-70%)
recovery prospects in the event of a payment default," S&P said.

"SanDisk's operating conditions should remain favorable in 2012,"
said Standard & Poor's credit analyst John Moore, "as the
proliferation of wireless communication devices support NAND
industry prospects for unit demand, cautious capacity expansion,
and revenue growth."

"The ratings on SanDisk reflect its "intermediate" financial
profile and "weak" business risk profile (as Standard & Poor's
defines the terms in its criteria) as a semiconductor memory
product producer. While the company has a corporate credit rating
of "BB", given the inherent volatility of the memory
semiconductor sector, we expect the company's financial metrics
will remain meaningfully stronger than median metrics for cross-
industry 'BB' rated companies," S&P said.

"The outlook on SanDisk is stable. A recovery in operating
results, light leverage, and good liquidity provide offsets to
considerable business risk. A lower rating could result were
Standard & Poor's to come to believe that a sharp cyclical
downswing or ramp in capital spending would cause a depletion
of liquidity to below $2 billion. Given SanDisk's current level of
business risk and our expectation of industry volatility over
time, we are not likely to consider a higher rating over the
intermediate term," S&P said.


SANMINA-SCI CORP: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Sanmina-SCI Corporation's B1
Corporate Family, Probability of Default and SGL-2 Speculative
Grade Liquidity Ratings, but changed the rating outlook to stable
from positive.

RATINGS RATIONALE

The outlook revision to stable reflects Moody's expectation that
Sanmina's revenue will likely experience some near-term pressure
and modestly underperform its EMS (Electronics Manufacturing
Services) peers over the next 12 months due to higher exposure to
the components business.

"We expect Sanmina's revenue to decline about 2% to 5% in fiscal
year 2012 versus flat to low single-digit growth for the EMS
sector," says Moody's Vice President Gregory Fraser. EBITDA will
likely decline to a range of $290 to $350 million resulting in
slightly higher financial leverage with debt to EBITDA (after
adjustments) in the range of 4x to 5x, consistent with other
companies also at the B1 rating level.

Sanmina's revenue increased only 4.5% in fiscal year 2011,
following 22% revenue growth in fiscal year 2010 that matched the
industry. The slowdown is also evident in Sanmina's cash
conversion cycle, which increased by five days to 51 days (Moody's
adjusted) during the last fiscal year. Revenue was pressured by
uncertainties associated with defense spending (given Sanmina's
exposure to aerospace and defense end markets), deceleration in
global economic growth, and austerity measures resulting from the
European sovereign debt crisis. Uncertainties from these pressures
combined with the recent disruption in the electronics supply
chain from the October flooding in Thailand's industrial park are
likely to persist, and expected to lower product volumes for
Sanmina.

The rating also considers Sanmina's countercyclical business
model, which generally produces meaningful free cash flow when
revenue growth slows because working capital needs subside.
Moody's expects Sanmina's inventory and accounts receivable to
contract over the next 6-12 months as demand slows and revenue
shrinks.

Sanmina's SGL-2 speculative grade liquidity rating indicates good
liquidity, supported by Moody's expectation of at least $500
million in cash (cash balances were $640 million as of FYE October
1, 2011) and approximately $141 million of availability under its
$235 million asset-based revolving credit facility. Moody's
expects Sanmina to generate positive free cash flow of $140 to
$200 million in FY12 as revenue growth contracts.

It is unlikely ratings could be upgraded over the near-term given
the outlook revision to stable. However, ratings could be
considered for an upgrade over the long-term if Sanmina: (i)
continues to maintain gross and operating margins of at least 7.5%
and 3.5%, respectively; (ii) sustains total debt to EBITDA under
4x (Moody's adjusted); and (iii) successfully executes working
capital initiatives to improve DSO and inventory days such that
the cash conversion cycle improves to the mid-40 days level
(Moody's adjusted) on a sustained basis.

The rating could be downgraded if Sanmina experienced: (i)
substantial revenue erosion either due to secular decline of end
markets served or market share/customer losses due to execution
issues; (ii) increased competition, industry consolidation and/or
operational realignment; (iii) deterioration in profitability
metrics (e.g., gross margins below 6.0% or operating margins below
2.5% on a sustained basis); or (iv) sustained negative free cash
flow or cash levels below $350 million.

..Ratings Affirmed:

Corporate Family Rating -- B1

Probability of Default Rating - B1

Speculative Grade Liquidity Rating - SGL-2

$500 Million Senior Unsecured Notes due 2019 -- B1 (LGD-4, 56%)

$257 Million (originally $300 Million) Senior Floating Rate Notes
due 2014 - B1 (LGD-4, 56%)

$400 Million (originally $600 Million) 8.25% Senior Subordinated
Notes due 2016 -- B3 (LGD-5, 87%)

..Outlook Revised:

The rating outlook is revised to stable from positive.

Moody's subscribers can find additional information in the Sanmina
Credit Opinion published on www.moodys.com.

The principal methodologies used in this rating were Global
Distribution and Supply Chain Services published in November 2011,
and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

With headquarters in San Jose, California and revenue of $6.6
billion for the fiscal year ended October 1, 2011, Sanmina-SCI
Corporation is a leading electronics manufacturing services (EMS)
provider supplying a full range of integrated, value-added
solutions to original equipment manufacturers (OEMs).


SAUNDERS OF YUMA: Lopez Acquires Embassy Suites Out of Bankruptcy
-----------------------------------------------------------------
Dale Quinn at Arizona Daily Star reports that Humberto S. Lopez
has purchased the Embassy Suites Tucson Williams Center, on East
Broadway near Craycroft Road, out of bankruptcy.

According to the report, Mr. Lopez's company, the Lopez Family
Transamerica Holdings LLC, was owed about $2 million in the
bankruptcy case of the hotel's former owner, Saunders of Yuma LLC.

The report relates that the purchase of the property at 5335 E.
Broadway, which has been approved by bankruptcy court, reorganizes
Saunders of Yuma's debt and closes out the case.

The report says, under the plan, US Bank -- the trustee for an
investment group that was owed $17 million -- will have a secured
claim of $7.5 million.  Mr. Lopez paid $600,000 of that when the
deal closed and the remaining $6.9 million was financed with a
promissory note that matures Nov. 30, 2018.

The report says, as part of the plan, Mr. Lopez must enter into a
new franchise or brand agreement with an upper or upscale brand by
Jan. 1, 2014.

Tucson, Arizona-based Saunders of Yuma dba Embassy Suites filed
for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No.
11-03042) on Feb. 7, 2011.  Judge James M. Marlar presides over
the case. Sally M. Darcy, Esq., at McEvoy, Daniels & Darcy P.C.,
represents the Debtor.  The Debtor estimated assets of $1 million
and $10 million, and debts $10 million and $50 million.


SCORPION PERFORMANCE: Posts $349,800 Net Loss in First Quarter
--------------------------------------------------------------
Scorpion Performance, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $349,893 on $1.01 million of total
income for the three months ended March 31, 2011, compared with a
net loss of $279,795 on $1.02 million of total income for the same
period of 2010.

The Company's balance sheet at March 31, 2011, showed
$10.20 million in total assets, $5.94 million in total
liabilities, and stockholders' equity of $4.26 million.

As reported in the TCR on July 26, 2011, RBSM LLP, in New York,
expressed substantial doubt about Scorpion Performance's ability
to continue as a going concern, following the Company's results
for the fiscal year ended Dec. 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
operations for the year ended Dec. 31, 2010, and has significant
accumulated deficit.

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

                       http://is.gd/wqXNaW

Ocala, Fla.-based Scorpion Performance, Inc., is a manufacturer of
high performance automobile parts and related products.


SECUREALERT INC: R. Klinkhammer Holds Less Than 1% Equity Stake
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Rene Klinkhammer disclosed that, as of Dec. 7, 2011,
he beneficially owns 2,375,318 shares of common stock of
SecureAlert, Inc., representing less than 1% of the shares
outstanding.  A full-text copy of the filing is available at no
charge at http://is.gd/ZgWBaX

                      About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.
The Company's balance sheet at June 30, 2011, showed $15.18
million in total assets, $10.48 million in total liabilities, and
$4.70 million in total equity.

The Company has incurred recurring net losses and negative cash
flows from operating activities.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

Management's plans with respect to this uncertainty include
expanding the market for its ReliAlert portfolio of products and
services, raising additional capital from the issuance of
preferred stock, entering into debt financing agreements.  There
can be no assurance that revenues will increase rapidly enough to
offset operating losses and repay debts.  If the Company is unable
to increase cash flows from operating activities or obtain
additional financing, it will be unable to continue the
development of its products and may have to cease operations.


SHERIDAN GROUP: Completes Sale of Ashburn Property to Beaumeade
---------------------------------------------------------------
The Sheridan Group, Inc., on Nov. 23, 2011, completed the sale of
certain property located in Ashburn, Virginia to Beaumeade
Development Partners, LLC.  Pursuant to the Indenture, dated as of
April 15, 2011, governing the Company's 12.5% Senior Secured Notes
due 2014, the Company was required to the use the net proceeds
from the sale to redeem Notes at a price equal to 100% of the
principal amount of the Notes redeemed, plus accrued and unpaid
interest up to, but not including, the redemption date.  On
Dec. 15, 2011, the Company deposited funds with the trustee to
redeem $3,883,000 aggregate principal amount of the Notes in
accordance with the terms and conditions of the Indenture.

                      About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

The Sheridan Group, Inc., reported a net loss of $5.9 million on
$266.2 million of sales for 2010, compared with net income of
$8.2 million on $293.9 million of sales for 2009.

The Company also reported a net loss of $7.21 million on
$200.20 million of net sales for the nine months ended Sept. 30,
2011, compared with net income of $946,449 on $200.58 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $230.36
million in total assets, $199.45 million in total liabilities and
$30.91 million in total stockholders' equity.

PricewaterhouseCoopers LLP, in Baltimore, Maryland, expressed
substantial doubt about The Sheridan Group, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has a significant amount of current debt maturing
within the next twelve months and will need to raise additional
capital in order to settle these obligations.

                           *    *     *

As reported by the TCR on Sept. 16, 2011, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hunt
Valley, Md.-based printing company The Sheridan Group Inc. to
'CCC+' from 'B-'.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."


SEQUENOM INC: Amends $150 Million Securities Offering
-----------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.1 to Form S-3 registration statement
relating to the Company's offer to sell up to $150,000,000 of any
of the the Company's common stock, preferred stock, debt
securities and warrants, either individually or in combination, at
prices and on terms described in one or more supplements to this
prospectus.  The Company may also offer common stock or preferred
stock upon conversion of debt securities, common stock upon
conversion of preferred stock, or common stock, preferred stock or
debt securities upon the exercise of warrants.

Securities may be sold by the Company to or through underwriters
or dealers, directly to purchasers or through agents designated
from time to time.

The Company's common stock is listed on The NASDAQ Global Market
under the symbol "SQNM."  On Dec. 16, 2011, the last reported sale
price of the Company's common stock on The NASDAQ Global Market
was $3.73 per share.

A full-text copy of the amended prospectus is available at:

                        http://is.gd/snMO7z

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SIX FLAGS: Moody's Downgrade PDR to 'B2' After Refinancing
----------------------------------------------------------
Moody's Investors Service lowered Six Flags Theme Parks Inc.'s
(Six Flags) Probability of Default Rating (PDR) to B2 from B1
following Six Flags' completion of the refinancing of its $1.135
billion senior secured credit facility and termination of its $150
million guaranteed unsecured Time Warner loan facility. Six Flags'
B1 Corporate Family Rating (CFR), B1 rating on the new senior
secured credit facility, and positive rating outlook are not
affected. Loss given default point estimates were updated to
reflect the new debt structure.

The PDR downgrade results from the termination of the Time Warner
loan facility. Drawings on the Time Warner facility would create a
multi-layered capital structure. With the termination of the
facility, Six Flags' capital structure consists solely of first
lien bank debt. Moody's believes it is appropriate to raise Six
Flags' mean family recovery estimate from 50% to the 65% that is
customary for such first-lien only bank debt structures. The
increase in the mean family recovery rate results in a reduction
of the PDR to B2 given that the B1 CFR is not changing.

Downgrades:

   Issuer: Six Flags Theme Parks, Inc.

   -- Probability of Default Rating, Downgraded to B2 from B1

LGD Updates:

   Issuer: Six Flags Theme Parks, Inc.

   -- Senior Secured Bank Credit Facility, Changed to LGD3 - 32%
      from LGD3 - 48% (no change to B1 rating)

   -- consists of $200 million revolver due 2016, $75 million term
      loan A due 2016 and $860 million term loan B due 2018

Withdrawals:

   Issuer: Six Flags Theme Parks, Inc.

   -- Senior Secured Bank Credit Facility, Withdrawn, previously
      rated B1, LGD3 - 47%

   -- consists of $120 million revolver due 2015 and $950 million
      term loan due 2016

RATING RATIONALE

The refinancing favorably extends the maturity of $860 million
(about 90%) of the term loans by approximately two years and
reduces cash interest expense. This will improve free cash flow,
although Moody's believes Six Flags will distribute the bulk of
its free cash flow to shareholders. The facility is secured by a
first priority lien on substantially all of Six Flags' wholly-
owned domestic subsidiaries (this excludes the partnership parks)
and is guaranteed by Six Flags Entertainment Corporation (SFEC,
Six Flags' parent). Ratings on the existing credit facility were
withdrawn as the facility was terminated.

The revised credit agreement loosens the limitations on restricted
payments and Moody's expects Six Flags will utilize the bulk of
its excess cash balance and projected free cash flow for
shareholder distributions. For example, Six Flags is permitted
$250 million of restricted payments through December 31, 2012 if
senior secured leverage is less than 3.5x and pro forma liquidity
(as defined) is not less than $250 million (Moody's expects Six
Flags to meet these conditions). Share repurchases managed within
internally generated cash resources would not preclude an upgrade
if leverage continues to decline. Debt reduction will likely be
limited to required term loan amortization (approximately $12
million in the first year after closing) and an excess cash flow
sweep based on the leverage level.

Six Flags' B1 CFR reflects the sizable attendance and revenue
generated from the geographically diversified regional amusement
park portfolio, vulnerability to cyclical consumer spending, high
leverage, liquidity and funding risks associated with minority
holders' annual right to put their share of partnership parks to
Six Flags, and event risk relating to control by a group of
opportunistic distressed debt/hedge fund investors. The amusement
park industry is mature and operators must compete with a wide
variety of leisure and entertainment activities to generate
consumer interest, with attendance growth in the low single digit
range expected over the next 3-5 years. The new management team
installed after Six Flags emerged from bankruptcy has driven
meaningful earnings growth and significantly reduced the margin
gap relative to other regional theme park operators. Moody's
believes ongoing management actions along with alleviating the
burden of the previously over-levered capital structure will
continue to lead to improved park performance. Debt-to-EBITDA
leverage (approximately 4.5x LTM 9/30/11 incorporating Moody's
standard adjustments and the partnership park puts as debt) is
high but is projected to continue declining to a 4x range over the
next 12-18 months absent any leveraging transactions.

The SGL-4 speculative-grade liquidity rating reflects the risk
associated with funding minority interest puts should holders
exercise the maximum amount of potential obligations putable (the
puts are exercisable annually from March 31 through late April and
Six Flags must fund any exercises by May 15th). The liquidity
rating would be higher absent the puts. Moody's assumes a full
exercise in its liquidity analysis, although historical put
exercises have been below $10 million annually (except for $66
million in 2009). This is a level that is comfortably manageable
within Six Flags existing cash ($304 million as of 9/30/11) and
unused capacity on the $200 million revolver factoring in a
projected cash burn in the $150 million range between September 30
and mid-May. The timing of the put option is crucial as they must
be funded by mid-May near the peak of the company's seasonal cash
needs. The reduction in the total amount of backstop commitments
to $200 million from $270 million ($120 million on the prior
revolver and $150 million from the now cancelled Time Warner loan
facility) is negative for liquidity.

The positive rating outlook reflects Moody's view that Six Flags
could be positioned for an upgrade within 12-18 months if leverage
continues to decline and operations are stable or improving. The
liquidity and funding overhang from the partnership puts and event
risks related to the controlling shareholder group are primary
constraining factors at this time, but do not preclude an upgrade
if leverage continues to decline such that financial capacity to
manage these risks increases.

Downward rating pressure could result if acquisitions, cash
distributions to shareholders, ownership transitions, or declines
in attendance and earnings driven by competition or a prolonged
economic downturn lead to debt-to-EBITDA above 5.75x or free cash
flow-to-debt less than 4%. Ratings could also be pressured if
liquidity weakens - including if concerns arise regarding the
company's ability to meet partnership put obligations -- or the
company's financial policies become more aggressive.

A good liquidity position including sufficient cash, projected
free cash flow and committed financing to fully cover potential
partnership park put exercises would be necessary for an upgrade.
Stable to improving operating performance and margins, management
of shareholder distributions within excess cash and free cash
flow, and a conservative leverage profile could position the
company for an upgrade. The nature of the ownership-related event
risk is challenging to quantify, but increased financial capacity
to manage such event risks (such as debt-to-EBITDA in a 4x range
or lower and strong free cash flow-to-debt) would be necessary for
an upgrade.

Please see the ratings tab on Six Flags' issuer page on
www.Moodys.com for the last credit rating action and rating
history. Please see Six Flags' credit opinion on www.Moodys.com
for additional information on the company's ratings.

Six Flags' 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 Six Flags' core industry and
believes Six Flags' 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.

SFEC, headquartered in Dallas, TX, is a regional theme park
company that operates 19 North American parks. The park portfolio
includes 15 wholly-owned facilities (including parks near New York
City, Chicago and Los Angeles) and three consolidated partnership
parks - Six Flags over Texas (SFOT), Six Flags over Georgia
(SFOG), and White Water Atlanta - as well as Six Flags Great
Escape Lodge, which is a consolidated joint venture. Six Flags
currently owns 53.0% of SFOT and approximately 29.7% of SFOG/White
Water Atlanta. Revenue including full consolidation of the
partnership parks and joint venture was approximately $997 million
for the LTM period ended 9/30/11.


SLAVERY MUSEUM: Judge Wants Wilder's Attorney to Appear on Jan. 18
------------------------------------------------------------------
Bankruptcy Judge Douglas O. Tice Jr. ordered Sandra Robinson,
attorney of former Gov. L. Douglas Wilder, to show up in court
Jan. 18, 2012, and explain where she was and why she didn't call
to say she wasn't showing up.

According to the report, Ms. Robinson was due in Court on Dec. 20,
2011, on the bankruptcy proceedings of the United States National
Slavery Museum led by Mr. Wilder.

The report says Jeffrey Scharf, Esq., who represents the City of
Fredericksburg, is trying to get Mr. Wilder to pay about $220,000
in unpaid taxes to the city for the property where the museum was
suppose to be located.

The report adds that Mr. Scharf and the Court want Mr. Wilder to
explain a 2005 tax form.  On Dec. 31, 2005, Mr. Wilder's museum
was supposed to have $1,931,105 in cash on hand.  Mr. Wilder only
reported $315,865 in cash on hand, an unaccounted difference of
$1,615,240.

The United States National Slavery Museum in Richmond, Virginia,
filed for Chapter 11 protection (Bankr. E.D. Va. Case No.
11-36013) on Sept. 21, 2011.  Judge Douglas O. Tice, Jr., presides
over the case.  Sandra Renee Robinson, Esq., at Robinson Law &
Consulting Firm, P.C., represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


SOLYNDRA LLC: Authorized for Piecemeal Auction Feb. 22
------------------------------------------------------
Solyndra LLC won bankruptcy court permission to auction assets on
a piecemeal basis beginning Feb. 22, absent a buyer intending to
purchase and operate the plant.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra, unable to find a buyer by the original
November deadline, rescheduled the so-called turnkey auction for
Jan. 19.  If there is no one willing to buy the business as a
whole, auctioneers will sell off the property at an auction to
begin Feb. 22 at the plant in Fremont, California.

Mr. Rochelle notes that court-approved bidding rules will require
purchasers at the piecemeal auction to pay a 15% buyer's premium,
from which the auctioneers will receive 7.5%.  The auctioneers
will also receive reimbursement of as much as $40,000 for expenses
in connection with the auction. If there is a turnkey buyer, the
auctioneers will receive a $250,000 breakup fee.

The auctioneers, according to Mr. Rochelle, are required to pay
Solyndra a $2 million advance by Jan. 1.  The advance will be
repaid with proceeds from the auction.  Other assets will be sold
at a second piecemeal auction to be scheduled later.  In
connection with the second auction, the auctioneers are to give
Solyndra a $2.25 million advance by March 31.

The bankruptcy court extended Solyndra's exclusive right to
propose a Chapter 11 plan until April 3.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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


SPECIALTY RESTAURANT: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Specialty Restaurant Group, LLC
        340 S. Washington Street
        Maryville, TN 37804

Bankruptcy Case No.: 11-35621

Chapter 11 Petition Date: December 19, 2011

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

Judge: Richard Stair Jr.

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  HAGOOD, TARPY & COX PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  E-mail: ltarpy@htandc.com

Scheduled Assets: $438,556

Scheduled Liabilities: $7,709,159

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb11-35621.pdf

The petition was signed by James H. CarMichael, chief manager.


SSI GROUP: Sun Capital's Captain D's Unit Acquires Grandy's Assets
------------------------------------------------------------------
Steven R. Thompson at Dallas Business Journal reports that Captain
D's said on Dec. 19, 2011, it acquired North Texas-based Grandy's.

According to the report, Grandy's will be operated as a separate
subsidiary and executives will remain in their roles.  Captain D's
CEO Phil Greifeld will also become CEO of Grandy's.

As reported by the Troubled Company Reporter on Dec. 8, 2011, SSI
Group Holding got the go-ahead from the Bankruptcy Court to sell
its Grandy's and Souper Salad restaurant chains to two separate
buyers for a combined $10 million:

     -- an affiliate of Sun Capital Partners Inc. snatched up
        Grandy's for $6 million; and

     -- the Souper Salad restaurant chain was sold for around
        $4 million to LNC Ventures LLC, which is headed by
        investors that previously operated two Souper Salad
        franchises.

Sun Capital Partners bought Captain D's Seafood Kitchen from
Sagittarius Brands Inc. in May 2010.

                      About SSI Group

On Sept. 14, 2011, SSI Group Holding Corp. -- which is behind two
southern restaurant chains, the healthy Souper Salad chain and
"comfort food"-serving Grandy's restaurants -- sought bankruptcy
protection (Bankr. D. Del. Case No. 11-12917) in Wilmington,
Delaware, after months of lackluster performance at its two
struggling restaurant chains, which combined operate about 120
locations, and its debts mounted to $47.5 million.  Judge Mary F.
Walrath presides over the case.  SSI reported $23.9 million in
assets as of Aug. 28, 2011.  The Debtor is represented by
Proskauer Rose LLP and Cozen O'Connor as counsel and Morgan Joseph
TriArtisan LLC as financial advisors.

Affiliates Super Salad, Inc. (Case No. 11-12918), SSI-Grandy's LLC
(Case No. 11-12919), and Souper Brands, Inc. (Case No. 11-12920),
also sought Chapter 11 protection on Sept. 14, 2011.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the case.  The Committee has hired Pachulski Stang
Ziehl & Jones LLP as counsel and Protiviti Inc. as financial
advisors.


STANFORD CROSSING: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stanford Crossing, LLC
        2540 Holcomb Ranch Road
        Reno, NV 89511

Bankruptcy Case No.: 11-53807

Chapter 11 Petition Date: December 15, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Stephen R. Harris, Esq.
                  HARRIS-PETRONI, LTD
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb11-53807.pdf

The petition was signed by Donald F. Kajans, managing member.


STOCKDALE TOWER: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Stockdale Tower 1, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of California its schedules of assets and
liabilities, disclosing:

    Name of Schedule              Assets        Liabilities
    ----------------            -----------     -----------
A. Real Property               $17,100,000
B. Personal Property              $780,755
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                              $17,725,782
E. Creditors Holding
    Unsecured Priority
    Claims                                           $9,024
F. Creditors Holding
    Unsecured Non-priority
    Claims                                         $585,405
                                -----------     -----------
       TOTAL                    $17,880,755     $17,870,212

                       About Stockdale Tower

Bakersfield, California-based Stockdale Tower 1, LLC, filed for
Chapter 11 bankruptcy (Bankr. E.D. Calif. Case No. 11-62167) on
Nov. 7, 2011.  Judge W. Richard Lee presides over the case.  Scott
T. Belden, Esq., and Jacob L. Eaton, Esq., of Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets.


STOCKDALE TOWER: Court Okays Klein DeNatale as Attorneys
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized Stockdale Tower 1, LLC, to employ Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, as bankruptcy counsel.
Klein DeNatale will:

   (a) consult with the Debtor concerning its present financial
       situation, its realistically achievable goals, and the
       efficacy of various forms of bankruptcy as a means to
       achieve its goals;

   (b) prepare the documents necessary to commence the bankruptcy
       case;

   (d) advise the Debtor concerning its duties as debtor and
       debtor-in-possession;

   (e) if it appears that the Debtor can propose a viable plan,
       help in the formulation of the Chapter 11 plan, draft the
       plan and disclosure statement, and prosecute legal
       proceedings to seek confirmation of the plan; and

   (f) if necessary, prepare and prosecute such pleading as
       complaints to avoid preferential transfers or transfers
       deemed fraudulent as to creditors, motions for authority to
       borrow money, use cash collateral, sell property, or
       compromise claims, and objections to claim.

The primary attorneys who will be providing legal services to the
Debtor are Scott T. Belden and Jacob L. Eaton.  Mr. Belden has
practiced bankruptcy law for over 14 years and his hourly rate is
$330.  Mr. Eaton has practiced bankruptcy law for five year and
his hourly rate is $225.

The Debtor agrees to reimburse Klein DeNatale for services or
items in addition to professional time.  These services or items
include copying charges, actual postage and overnight mail
charges, and actual travel and lodging expenses.

The Debtors paid Klein DeNatale a retainer of $50,000 prior to the
Petition Date.

To the best of the Debtor's knowledge Klein DeNatale does not
represent any adverse interest to the Debtor, creditors and other
parties-in-interest.

                       About Stockdale Tower

Bakersfield, California-based Stockdale Tower 1, LLC, filed for
Chapter 11 bankruptcy (Bankr. E.D. Calif. Case No. 11-62167) on
Nov. 7, 2011.  Judge W. Richard Lee presides over the case.  Scott
T. Belden, Esq., and Jacob L. Eaton, Esq., of Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets.


SUGARLEAF TIMBER: Wants Solicitation Period Extended to Feb. 5
--------------------------------------------------------------
Sugarleaf Timber, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to extend its exclusive period to
solicit acceptances of its filed plan through and including
Feb. 5, 2012.

On Oct. 31, 2011, the Debtor filed its Amended Chapter 11 Plan of
Reorganization and a related Disclosure Statement.  The Debtors'
Amended Chapter 11 Plan of Reorganization provides for the
delivery of a portion of the Debtor's properties which are subject
to Farm Credit's liens, which delivery the Debtor asserts will
provide the "indubitable equivalent" of Farm Credit's secured
claim.

The Debtor says that the delay in obtaining acceptances is due to
unavoidable delays in the scheduling of hearings, the complexity
of the legal issues involved and in the valuations of the Debtor's
properties.

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq., at Brennan, Manna & Diamond, P.L., in Jacksonville,
Fla., serves as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


SUN HEALTHCARE: Moody's Affirms CFR at B1; Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default Ratings of Sun Healthcare Group, Inc. (Sun
Healthcare) following the announcement that the company had
completed an amendment of its senior secured credit facility.
Concurrently, Moody's upgraded the ratings on the facility to Ba1
(LGD2, 17%) from Ba2 (LGD2, 23%) to reflect the decrease in the
expected loss of the instrument associated with the $50 million
repayment of term loan made in conjunction with the closing of the
amendment. The outlook for the ratings is stable.

Moody's also downgraded Sun Healthcare's Speculative Grade
Liquidity Rating to SGL-3 from SGL-2 reflecting Moody's
expectation that the company's liquidity position over the next 12
to 15 months will weaken due to the expected reduction in EBITDA
and operating cash flow, a lower cash balance following the
repayment of the term loan and constraints on access to the full
amount of available revolver based on expected levels of covenant
compliance. However, Moody's believes the company will be able to
manage compliance with the covenants required in its credit
agreement over the forecast period through the further repayment
of term loan with available cash and cash flow.

Ratings affirmed:

Corporate Family Rating, B1

Probability of Default Rating, B1

Ratings upgraded/LGD assessments revised:

Senior secured revolving credit facility expiring 2015, to Ba1
(LGD2, 17%) from Ba2 (LGD2, 23%)

Senior secured term loan due 2016, to Ba1 (LGD2, 17%) from Ba2
(LGD2, 23%)

Ratings downgraded:

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

RATINGS RATIONALE

Sun Healthcare's B1 Corporate Family Rating reflects the moderate
funded debt level relative to the company's assets but still
considerable adjusted leverage when considering Moody's adjustment
to capitalize operating leases, which is significant given that
the company leases all of the properties in which it has
operations. The rating also reflects the company's good track
record of organic growth, which has contributed to improved
margins and stable cash flow generation. However, the ratings
continue to reflect the risks associated with the reliance on
government programs for a significant portion of revenue. Medicare
reimbursement will decline significantly based on the final rule
for fiscal 2012 while Medicaid reimbursement could see continued
pressure as states are still faced with significant budget
shortfalls.

Given the considerable challenges facing the sector and the
company, Moody's does not anticipate any upward pressure on the
ratings in the near term. However, if the company is able to
improve its liquidity profile while sustaining adjusted debt to
EBITDA below 4.0 times and free cash flow coverage of debt
approaching 10%, Moody's could upgrade the ratings.

Moody's could downgrade the ratings if the company is unable to
maintain adjusted debt to EBITDA below 5.0 times because of either
the anticipated adverse change in reimbursement or other
operational issues. Additionally, Moody's could downgrade the
ratings if the company's liquidity were to weaken further. For
example, Moody's could downgrade the ratings if the company were
expected to have difficulty in maintaining compliance with the
covenant levels required in the credit agreement.

The principal methodology used in rating Sun Healthcare Group,
Inc. was the Global Healthcare Service Providers Industry
Methodology published in December 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.

Sun Healthcare Group, Inc., through its subsidiaries, provides
nursing, rehabilitative and related specialty care services
primarily to the senior population. At September 30, 2011, Sun
Healthcare's inpatient services division, SunBridge, operated 165
skilled nursing centers, 14 combined skilled nursing, assisted and
independent living centers, 10 assisted living centers, two
independent living centers and eight mental health centers in 25
states. Sun Healthcare also provides rehabilitation services
through its SunDance Rehabilitation Corporation subsidiary and
healthcare staffing services through its CareerStaff Unlimited
subsidiary. Sun Healthcare recognized in excess of $1.9 billion of
revenue for the twelve months ended September 30, 2011.


SUPERIOR PLATING: To Close All 35 Production Lines This Month
-------------------------------------------------------------
Susan Feyder at Star Tribune reports that all 35 production lines
of Superior Plating Inc. are winding down this month, citing tough
economy and its business going to cheaper foreign metal platers.

According to the report, Superior got a reprieve a few months ago
when its unionized workforce agreed to wage concessions, said
President Michael McMonagle.  But when a plan to raise new capital
faltered, Superior had no choice but to file Chapter 11 bankruptcy
in November.

The report notes only 12 workers remained.  The only other people
at the plant were there to inspect Superior's equipment, which is
also scheduled to be sold off.

The report relates that an affiliate of Minneapolis-based
City Center Realty Partners has made a stalking-horse bid of
$2.5 million on the factory and a 5.5-acre site at 315 1st Av. NE.
Other bids could come at the auction early next year.

Based in Minneapolis, Minnesota, Superior Plating Inc. filed for
Chapter 11 protection (Bankr. D. Minn. Case No. 11-47429) on
Nov. 15, 2011.  Judge Robert J. Kressel presides over the case.
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman,
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.


SUSQUEHANNA REGIONAL: Moody's Keeps Ba1 Subordinate Lien Rating
---------------------------------------------------------------
Moody's Investors Service maintains the Baa3 senior lien and Ba1
subordinate lien ratings on the Susquehanna Regional Airport
Authority revenue bonds. The outlook is stable. The authority
operates Harrisburg International Airport (HIA) and three general
aviation facilities: Capital City Airport, Franklin County
Regional Airport, and Gettysburg Regional Airport.

The rating is based on the airport's position in a competitive air
service market, the economic condition of the local area, and the
airport's strained finances. The stable outlook is based on recent
strong recovery in enplanement levels that is expected to improve
financial margins over the next twelve to eighteen months.

STRENGTHS

- Airlines that serve the airport have stabilized seat capacity
and enplanements have remained stable to positive

- Newly renovated airfield and terminal facilities should not
require significant capital spending over the long-term and total
debt service requirements are level through 2033

- Senior lien debt service coverage is expected to remain at or
above 2.0 times until senior lien amortization increases in 2017

CHALLENGES

- High debt levels are expected to keep financial and debt service
coverage margins thin

- Elevated cost per enplanement of $13.34 in 2010, which is
significantly higher than Moody's medians, hinders ability to
attract additional air carrier service; though this figure has
been decreasing since 2008

- Historically volatile enplanement levels indicate a propensity
for airlines to reduce service to this market in times of
financial stress

- Low cash reserves limit financial flexibility

- The airport operates in a highly competitive environment with
two larger airports in Philadelphia and Baltimore within 110 miles

Outlook

The stable outlook is based on stable enplanements and adequate
revenues that have returned financial margins to satisfactory
levels.

What could change the rating--UP

Sustained enplanement and revenue growth that widens financial
margins and improves total debts service coverage ratios above
1.30 on a sustained basis could have a positive impact on the
rating. A significant increase in financial liquidity could also
place positive pressure on the rating.

What could change the rating--DOWN

Narrowing of financial margins, liquidity or debt service coverage
due to reduced service from air carriers or additional
deterioration of DSRF funding could have a negative rating impact.

The principal methodology used in this rating was Airports with
Unregulated Rate Setting published in July 2011.


TBS INTERNATIONAL: Lenders Extend Forbearance Pacts to Feb. 15
--------------------------------------------------------------
TBS International plc announced that, on Dec. 14, 2011, it and the
requisite lenders under its various financing facilities entered
into amendments to the previously announced forbearance
agreements.  The Forbearance Extensions provide that the lenders
will forbear during the period ending Feb. 15, 2012, from
exercising any of their rights and remedies which may arise as a
result of the Company's nonpayment of principal, interest, fees
and expenses when due or noncompliance with its minimum cash
covenants, minimum interest coverage ratio covenants, leverage
ratio covenants and loan-to-value covenants under its financing
facilities.  In addition, the Forbearance Extension with respect
to the RBS Credit Facility contemplates the transfer of all ships
that are collateral under the RBS Credit Facility to the lenders
thereunder in exchange for a full release of the Company's
obligations under the RBS Credit Facility.

The Forbearance Agreements are:

   -- Amendment No. 2 to Forbearance Agreement and Waiver, dated
      as of Dec. 14, 2011, by and among Albemarle Maritime Corp.,
      Arden Maritime Corp., Avon Maritime Corp., Birnam Maritime
      Corp., Bristol Maritime Corp., et al.

   -- Amended and Restated Forbearance Agreement and Waiver, dated
      as of Dec. 14, 2011, by and among Argyle Maritime Corp.,
      Caton Maritime Corp., Dorchester Maritime Corp., Longwoods
      Maritime Corp., et al.

   -- Amendment No. 1 to Forbearance Agreement and Waiver, dated
      as of Dec. 14, 2011, among Bedford Maritime Corp., Brighton
      Maritime Corp., Hari Maritime Corp., Prospect Navigation
      Corp., et al.

   -- First Amendment to Forbearance Agreement and Waiver, dated
      as of Dec. 14, 2011, by and among Amoros Maritime Corp.,
      Lancaster Maritime Corp., Chatham Maritime Corp., Sherwood
      Shipping Corp., TBS International Limited, TBS Holdings
      Limited, TBS International Public Limited Company and AIG
      Commercial Equipment Finance, Inc.

   -- Letter Agreement, dated Dec. 14, 2011, with respect to that
      certain Loan Agreement between Grainger Maritime Corp. and
      Joh. Berenberg, Gossler & Co. KG dated as of June 19, 2008.

   -- Extension of Forbearance Letter, dated Dec. 14, 2011, among
      Claremont Shipping Corp., Yorkshire Shipping Corp., TBS
      International Limited, TBS International Public Limited
      Company and Credit Suisse AG.

   -- First Amendment to Forbearance Agreement with respect to
      certain interest rate swap transactions entered into in
      connection with and pursuant to that certain Master
      Agreement (on the 2002 ISDA form as amended) dated as of
      June 30, 2005, among the Borrowers under the Bank of America
      Credit Agreement, TBS International Limited and Bank of
      America, N.A.

   -- Letter Agreement, dated Dec. 14, 2011, with respect to
      Bareboat Charter dated as of Jan. 24, 2007 from TBS
      International plc and Adirondack Shipping LLC.

   -- Letter Agreement, dated Dec. 14, 2011, with respect to
      Bareboat Charter dated as of Jan. 24, 2007, from TBS
      International plc and Rushmore Shipping LLC.

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects,
operations, port services and strategic planning.  The TBS
shipping network operates liner, parcel and dry bulk services,
supported by a fleet of multipurpose tweendeckers and
handysize/handymax bulk carriers, including specialized heavy-
lift vessels and newbuild tonnage.  TBS has developed its
franchise around key trade routes between Latin America and
China, Japan and South Korea, as well as select ports in North
America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

The Company also reported a net loss of $55.16 million on $282.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $29.21 million on $311.06 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $659.28
million in total assets, $409.77 million in total liabilities and
$249.51 million in total shareholders' equity.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under
the agreements would make the debt callable.  According to PwC,
this has created uncertainty regarding the Company's ability to
fulfill its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal
Bank of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising
the financial covenants, including covenants related to the
Company's consolidated leverage ratio, consolidated interest
coverage ratio and minimum cash balance, and modifying other
terms of the Credit Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TENNESSEE ENERGY: Moody's Revises Rating to 'Ba3'
-------------------------------------------------
Moody's Investors Service has revised the rating to Ba3 (direction
uncertain) from Ba3 (on review for upgrade) assigned to the
Tennessee Energy Acquisition Corporation Gas Project Revenue
Bonds, Series 2006A.

PRINCIPAL METHODOLOGY USED

For further information on Moody's approach to the incorporation
of repo provider ratings into ratings on gas prepayment bonds, see
Moody's Methodology Update: "Ratings that Rely on Guaranteed
Investment Contracts" dated December 2008.

The principal methodology used in this rating was Gas Prepayment
Bonds published in December 2008.


TERRESTAR NETWORKS: Files Joint Chapter 11 Plan
------------------------------------------------
BankruptcyData.com reports that TerreStar Networks filed with the
U.S. Bankruptcy Court a revised Joint Chapter 11 Plan of
Reorganization and a Disclosure Statement to reflect the
Bankruptcy Court's approval on Dec. 15 of a Global Settlement with
major creditor constituencies.  The Disclosure Statement provides
that the Settlement serves as the foundation for the Plan
Settlement and the successful and expedient resolution of the
Chapter 11 Cases. The Plan implements the Plan Settlement among
the Settlement Parties. The Settlement was made possible by a
separate agreement reached between Sprint and DISH. Pursuant to
the Sprint/DISH Settlement, Sprint agreed to accept the sum of no
more than $20.6 million in full satisfaction of all issues related
to the Sprint claims if such amount is paid by December 31, 2011.
The Sprint/DISH Settlement is a key component of the Settlement in
these cases that serves as the foundation to the Plan and the Plan
Settlement.

BankruptcyData.com also reports that the Court signed a bridge
order extending the exclusive period during which the Debtors can
file a Chapter 11 Plan and solicit acceptances thereof through the
date on which the Court has entered a final order ruling on the
motion, which is currently scheduled for Jan. 25, 2012.

            About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion.  It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar.  Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out.  TerreStar
Networks scrapped that plan earlier this year in favor of the
auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors.  The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.


THEATRE CLUB: East West Objects to Disclosure Statement Approval
----------------------------------------------------------------
East West Bank has objected to the approval of the Theatre Club of
Los Angeles, LLC's Disclosure Statement relating to the Debtor's
Chapter 11 Plan of Reorganization, dated as of Sept. 9, 2011.

East West Bank says the Debtor's Disclosure Statement contains no
historical operating income and expense information, relies on
hypothetical future leases and/or sales of the Property but
contains no meaningful information as to such leases or sales,
identifies real property secured tax claims but fails to classify
or provide for their payment, and refers to claims to be paid and
cash on hand as of the Effective Date without detailing the
estimated amount of those claims or the source of funding, all
crucial omissions given that the Debtor has had no income since
the case commenced.

Without such details, according to East West Bank, creditors will
be unable to assess the merits of the Chapter 11 plan and make an
informed judgment concerning the Chapter 11 plan.

As such, East West Bank says the Disclosure Statement should not
be approved.

Counsel for East West Bank may be reached at:

         Gary Owen Caris, Esq.
         Lesley Anne Hawes, Esq.
         MCKENNA LONG & ALDRIDGE LLP
         300 South Grand Avenue, 14th Floor
         Los Angeles, CA 90071
         Tel: (213) 688-1000
         Fax: (213) 243-6330
         E-mail: gcaris@mckennalong.com
                 lhawes@mckennalong.com

As reported in the TCR on Sept. 26, 2011, the Debtor's Plan
provides that upon Plan confirmation, except as provided in the
Plan, all of the property of the estate will revest in the Debtor.
The Reorganized Debtor will make the payments called for under the
Plan from either (i) lease payments made to the Reorganized Debtor
by new and current tenants of the Variety Arts Theatre or (ii)
from the proceeds from the future sale of all or a part real
property assets of the Reorganized Debtor (including the Variety
Arts Theatre or its residential lots).

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76ff

Headquartered in Los Angeles, California, The Theatre Club of Los
Angeles, LLC, a California LLC, filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-21918) on March 21,
2011.  Aamir Raza, Esq., at the Law Office of Aamir Raza, serves
as the Debtor's bankruptcy counsel.


TIRES R US: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TIRES R US LTD
        14-19 Broadway
        Astoria, NY 11106

Bankruptcy Case No.: 11-50395

Chapter 11 Petition Date: December 13, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Wayne M. Greenwald, Esq.
                  CUEVAS & GREENWALD P.C.
                  475 Park Avenue South, 26th Floor
                  New York, NY 10016
                  Tel: (212) 983-1922
                  Fax: (212) 983 1965
                  E-mail: grimlawyers@aol.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-50395.pdf

The petition was signed by Steve Georgilis, president.


TRAILER BRIDGE: Gets Final Approval for $15 Million Loan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trailer Bridge Inc. received final approval on
Dec. 19 from the U.S. Bankruptcy Court in Jacksonville, Florida,
for a $15 million credit from Whippoorwill Associates Inc. to
finance its reorganization effort.

The report relates Trailer Bridge said on entering bankruptcy that
it intended to file a reorganization plan within 30 days and
emerge from bankruptcy within 90 to 120 days.  The company at the
time said the plan would "place control of the company in the
hands of those parties that presently have the greatest economic
interest" while preserving "some value for current equity
holders."

                       About Trailer Bridge

Jacksonville, Fla.-based Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  In its petition, the Debtor
estimated $100 million to $500 million in assets and debts.  The
petition was signed by Mark A. Tanner, co-chief executive officer.


TRAVELPORT HOLDINGS: Board OKs Indemnification Agreements
---------------------------------------------------------
Travelport Limited's Board of Directors approved the Company
entering into indemnification agreements with each of the members
of the Company's Board and these officers of the Company:

   -- Jeff Clarke (Executive Chairman);

   -- Gordon Wilson (President and Chief Executive Officer);

   -- Eric Bock (Executive Vice President, Chief Legal Officer and
      Chief Administrative Officer);

   -- Philip Emery (Executive Vice President and Chief Financial
      Officer);

   -- Lee Golding (Executive Vice President and Chief Human
      Resources Officer);

   -- Kurt Ekert (Executive Vice President and Chief Commercial
      Officer); and

   -- Simon Gray (Senior Vice President and Chief Accounting
      Officer).

On Dec. 16, 2011, the Board of Directors of Travelport Worldwide
Limited, the Company's indirect parent company, approved the
Travelport Worldwide Limited 2011 Equity Plan and the award
agreements governing the grants of shares and restricted share
units to certain executives of the Company under the Plan.  The
shares will vest immediately, and the RSUs will vest on Jan. 1,
2014, on the terms and conditions set forth in the award
agreements.

On Dec. 14, 2011, the Compensation Committee of the Company's
Board of Directors approved a two-year long-term incentive program
for certain members of the Company's management, including the
Company's Named Executive Officers: Gordon A. Wilson ($750,000);
Eric J. Bock ($500,000); Philip Emery ($500,000); and Lee Golding
($500,000), payable in respect of 2012 and 2013, a portion of
which is payable upon the satisfaction of certain conditions by
the Company and a portion of which is time-based.

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$3.43 billion in total assets, $4.21 billion in total liabilities
and a $780 million total deficit.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


USA COMMERCIAL: 9th Cir. Affirms Sanctions Against Winthrop
-----------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit affirmed a
district court order imposing discovery sanctions against Winthrop
Couchot Professional Corporation, former counsel for Anthony and
Susan K. Monaco, arising from the chapter 11 bankruptcy of USA
Commercial Mortgage Corporation.  USACM Liquidating Trust, the
transferee of USACM's assets, filed the adversary proceeding
against the Monacos alleging, inter alia, unjust enrichment.  The
Ninth Circuit noted Winthrop was afforded due process and was put
on notice regarding the possibility of monetary sanctions if the
firm continued its discovery misconduct.  A copy of the Ninth
Circuit's Dec. 19, 2011 Memorandum is available at
http://is.gd/RGqVRwfrom Leagle.com.

The appellate case is USACM LIQUIDATING TRUST, Plaintiff-Appellee,
WINTHROP COUCHOT PROFESSIONAL CORPORATION, Former counsel for
Anthony Monaco, Susan K. Monaco and Monaco Diversified Corporation
v. EAGLE RANCH, LLC; EAGLE RANCH RESIDENTIAL, LLC; WILLOWBROOK
RESIDENTIAL, LLC; BRENTWOOD 128 LLC; RAVENSWOOD APPLE VALLEY, LLC;
ANTHONY MONACO; SUSAN K. MONACO; MONACO DIVERSIFIED CORPORATION,
No. 10-16557 (9th Cir.).

                       About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.  USACM Liquidating Trust was created pursuant to the
Debtors' Third Amended Joint Chapter 11 Plan of Reorganization,
which became effective March 12, 2007.  Under the Joint Plan, the
Trust obtained the right to enforce USACM's causes of action.


VERTELLUS SPECIALTIES: Moody's Cuts CFR to B2; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) of Vertellus Specialties Inc. (Vertellus) to B2 from B1,
completing the review undertaken on September 29, 2011. The
downgrade comes following weaker than anticipated performance,
mainly in its Agricultural and Nutrition Business (VAN), due to
volatile raw material costs which have resulted in materially
weaker credit metrics. Unexpected environmental expenses and
settlements also depleted cash flows but a significant portion of
these cash outflows appear to be non-recurring. The company's
Specialty Materials (VSM) business seems to performing in line
with expectations and has remained very profitable. The company's
$345 million senior secured notes and $85 million Asset Backed
revolver were also downgraded to B2 (LGD4, 55%) and Ba2 (LGD2,
22%), respectively. The outlook is negative.

Ratings Downgraded:

Vertellus Specialties Inc.

Corporate Family Rating -- B2 from B1

Probability of Default Rating -- B2 from B1

$325 million Senior Secured Notes due 2015 -- B2 (LGD4, 55%) from
B1 (LGD4, 51%)

$85 million Asset Based Revolving Credit Facilities due 2015 --
Ba2 (LGD2, 22%) from Ba1 (LGD2, 19%)

   -- Outlook changed to Negative from Rating Under Review

RATINGS RATIONALE

Vertellus' B2 CFR is constrained by high debt levels relative to
the company's size, margin declines stemming from volatile raw
material costs, and low cash flow levels that have been weakened
further by growth initiatives and one-time legal/environmental
settlements. Vertellus' Agricultural and Nutrition Business' (VAN)
performance has been particularly weak due to the rising raw
material costs and competitive pressures, which have limited price
increases in 2011. The rating is also impacted by leverage metrics
that are currently weak for the rating category, with Debt/EBITDA
above 9 times for the twelve months ending September 30, 2011.

The negative outlook reflects the company's extremely weak metrics
in the third quarter of 2011 and uncertainty over any potential
margin recovery in the near-term, as raw material prices are
likely to remain volatile. If the company can be more successful
in passing through cost increases, generate free cash flow closer
to break-even, and reduce leverage closer to 6 times, Moody's
considers the possibility of returning to a stable outlook.
However, if the company fails to improve its leverage and margins
significantly in the fourth quarter of 2011, the rating could be
lowered.

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

Vertellus Specialties Inc. (Vertellus), a private company
controlled by private equity firm Wind Point Partners, is a
leading global manufacturer of pyridine and pyridine derivative
chemicals and innovator in renewable chemistries for plastics and
coatings, high performance additives for medical and plastics
applications, and complex intermediates for pharmaceutical and
agriculture customers. Vertellus offers a diverse range of
customers a broad array of products to seven target markets:
agricultural, nutrition, personal care, industrial specialties,
polymers and plastics, pharmaceutical and medical, and coatings,
adhesives, sealants and elastomers. Headquartered in Indianapolis,
Indiana, the company has operating facilities in the U.S., the
United Kingdom, Belgium, and China. Revenues for the twelve months
ending September 30, 2011 were $555 million.


VERTIS HOLDINGS: CEO Must Sign Release to Get $1.1MM Severance
--------------------------------------------------------------
Bankruptcy Judge Allan L. Gropper sustained Vertis Holdings,
Inc.'s objection to the claims of its former Chief Executive
Officer, Quincy L. Allen, in a Dec. 21, 2011 Memorandum of
Decision available at http://is.gd/Sv7mspfrom Leagle.com.

Vertis seeks to disallow Mr. Allen's claims for severance pay to
the extent Mr. Allen refuses to sign a release provided for in his
employment agreement.  Mr. Allen served as CEO of Vertis pursuant
to an employment agreement, dated March 13, 2009.  Approximately a
year and a half after the Employment Agreement was executed,
Vertis filed for chapter 11. Vertis's plan of reorganization,
which was confirmed by the court on Dec. 16, 2010, rejected the
Employment Agreement.

Mr. Allen filed four proofs of claim for severance pay, each
seeking $5.75 million.  The Allen Claims also purport to reserve
Mr. Allen's rights to recover from Vertis on "additional and
alternative claims" arising from Vertis's "actual and/or
constructive termination of [his] employment prior to the
purported rejection of the Employment Agreement."  In Mr. Allen's
view, the alleged claims presumably would be deemed not to arise
under the Employment Agreement.  Both parties now concede that the
Allen Claims under the Employment Agreement are capped at $1.1
million pursuant to 11 U.S.C. Sec. 502(b)(7).

In response, Mr. Allen asserts that because Vertis rejected the
Employment Agreement, he is entitled to payment of his capped
rejection damages Claim without releasing other unspecified claims
against Vertis.

Judge Gropper said Vertis's objection is well-founded.  Because
Mr. Allen's execution of a release is a condition precedent to
Vertis's obligation to pay severance under the Employment
Agreement, Mr. Allen is not entitled to rejection damages without
signing the release.

William P. Weintraub, Esq. -- wweintraub@fklaw.com -- at Friedman
Kaplan Seiler & Adelman LLP, argues for Quincy L. Allen.

                      About Vertis Holdings

Vertis -- http://www.thefuturevertis.com/-- provides advertising
services in a variety of print media, including newspaper inserts
such as magazines and supplements.

Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16170) on
Nov. 17, 2010.  The Debtor estimated its assets and debts at more
than $1 billion.  Affiliates also filed separate Chapter 11
petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case
No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG
Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172), Webcraft, LLC
(Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC
(Bankr. S.D.N.Y. Case No. 10-16174).

Mark A. McDermott, Esq., and Kenneth S. Ziman, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, served as counsel to the Debtors.
Kurtzman Carson Consultants was the claims and notice agent.
Perella Weinberg Partners was the investment banker and financial
advisor.  FTI Consulting Inc. was the restructuring and financial
advisor.

Vertis consummated its prepackaged Chapter 11 plan Dec. 21, 2010.
The bankruptcy court approved the prepackaged plan Dec. 16.

Vertis' Plan, which reduces debt by more than $700 million or 60%,
was previously approved by the overwhelming majority of note
holders.

This is the Debtors' second journey through chapter 11.  On
July 15, 2008, Vertis and American Color Graphics, each commenced
prepackaged chapter 11 cases (Bankr. D. Del. Case No. 08-11460) to
complete a merger.  In August 2008, Vertis emerged from
bankruptcy, completing the merger.


VITRO SAB: Ordered to Pay Bondholders Interest on $1.2BB Debt
-------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a New York state
judge ruled Monday that some affiliates of Vitro SAB de CV are on
the hook for interest on $1.2 billion worth of debt held by
bondholders affiliated with Aurelius Capital Management LP and
Elliott Management Corp.

According to Law360, Judge Bernard Fried rejected the contention
by Vitro -- which hasn't paid interest on the debt since 2008 and
is now under bankruptcy protection in the U.S. and Mexico -- that
a ruling would interfere with its Mexican bankruptcy proceeding.

                           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.


WESTERN COMMUNICATIONS: Court to Hold Disclosures Hearing Jan. 10
-----------------------------------------------------------------
On Nov. 15, 2011, Western Communications, Inc., filed its Plan of
Reorganization and related Disclosure Statement with the
Bankruptcy Court.  The Plan provides for payment in full to all
creditors.

Reorganized Debtor will fund payments to creditors from available
Cash and from the net operating income generated from Reorganized
Debtor's continuing business operations.  If such Cash and net
operating income are insufficient, Reorganized Debtor will
generate funds to satisfy such obligations from a recapitalization
of Reorganized Debtor or from a sale or refinance of some or all
of Reorganized Debtor's businesses.

The hearing to consider the approval of the Debtor's Disclosure
Statement is set for Jan. 10, 2012, at 1:30 p.m.

The Plan classifies all Claims into one of six Classes -- Other
Priority Claims (Class 1), City of Bend (Class 2), Bank of America
(Class 3), PAGE Cooperative, Inc. (Class 4), Small Unsecured
Claims (Class 5), General Unsecured Claims (Class 6), and
Interests (Class 7).

Class 1 and 2 are not impaired under the Plan.

Bank of America (Class 3), owed approximately $17,874,878 as of
the petition date and the Debtor's largest secured creditor, will
receive interest-only payments on the B of A Note for the first 24
months following the Effective Date.  Commencing on the first day
of the 25th month following the Effective Date and continuing on
the first day of each month thereafter until the B of A Note has
been paid in full, Reorganized Debtor will make equal monthly
amortizing payments of principal and interest on the B of A Note
based on a 30-year amortization schedule, with a balloon payment
due 10 years after the Effective Date.

PAGE (Class 4) will have an Allowed Class 4 Claim in the amount of
(x) $610,289 (which amount is equal to the total pre-petition
amount owing to PAGE), less (y) the amount of any Allowed Section
503(b)(9) Administrative Expense Claim of PAGE, as such amount is
determined by agreement of Debtor and PAGE or, absent agreement,
as such amount as is determined and Allowed by the Bankruptcy
Court.

PAGE's Class 4 Claim will receive 20 equal quarterly payments of
principal and interest (with payments due on March 31, June 30,
September 30 and December 31), with the first quarterly payment
due on the first day of the first calendar quarter following the
Effective Date.

Class 5 consists of all Allowed Small Unsecured Claims.  Debtor
projects that the total amount of Small Unsecured Claims will
range from approximately $45,000 to $55,000.  The Plan provides
that all Allowed Small Unsecured Claims will be paid in full in
Cash (without interest) no later than 120 days after the Effective
Date.

Class 6 consists of all Allowed General Unsecured Claims. Debtor
projects that the total amount of General Unsecured Claims will
range from approximately $55,000 to $60,000.  The Plan provides
that all Allowed General Unsecured Claims will be paid in full
(with interest accruing from the Petition Date at the Federal
Judgment Rate) no later than two years after the Effective Date.
The Plan further provides that within 12 months after the
Effective Date, Reorganized Debtor will have paid at least 50% of
the principal amount of each General Unsecured Claim.

The Plan provides that existing Interests in Debtor will be
preserved.  However, the Plan provides that until all Class 4,
Class 5 and Class 6 Claims have been paid in full, Reorganized
Debtor will not repurchase any stock, or make or pay any
distributions or dividends to its shareholders on account of their
stock, except for tax distributions necessary to meet income tax
obligations arising from income attributable to Debtor or
Reorganized Debtor.

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

     http://bankrupt.com/misc/westerncommunications.doc94.pdf

                   About Western Communications

Western Communications, Inc., is a family-owned corporation
founded by renowned editor Robert W. Chandler.  Headquartered in
Bend, Oregon, Western Communications is a small market newspaper,
niche publishing, printing and digital media company with
publications spread throughout Oregon (six publications) and
California (two publications).  The Company produces and publishes
the Bend Bulletin, the Baker City Herald, the La Grande Observer,
the Redmond Spokesman, the Brookings Curry Coastal Pilot, the
Crescent City Daily Triplicate, and the Sonora Union Democrat.
The Company also publishes the Central Oregon Nickel Ads in Bend,
Oregon.

Western Communications filed for Chapter 11 bankruptcy (Bankr. D.
Ore. Case No. 11-37319) on Aug. 23, 2011.  Albert N. Kennedy,
Esq., and Michael W. Fletcher, Esq., at Tonkon Torp LLP, in
Portland, Oregon, serve as the Debtor's bankruptcy counsel.  The
Zinser Law Firm, P.C., and Davis Wright Tremaine LLP serve as the
Debtor's special purpose counsel.  The petition was signed by
Gordon Black, president.  In its amended schedules, the Debtor
disclosed assets of $31,255,376 and liabilities of $19,068,329 as
of the petition date.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed because an insufficient number of
persons holding unsecured claims against Western Communications
have expressed interest in serving on a committee.


WESTINGHOUSE SOLAR: Zep Solar Sues Firm for Patent Infringement
---------------------------------------------------------------
Zep Solar, Inc. sued Westinghouse Solar, Inc., Light Way Solar and
three other parties for infringement of a Zep Solar patent, which
covers many of Zep Solar's innovative and highly successful
products.  Zep Solar is petitioning the US District Court for the
Northern District of California to award enhanced damages for
willful infringement and issue preliminary and permanent
injunctions barring Westinghouse and the other defendants from
infringing through the licensing, manufacturing, importation,
offering for sale, sale, or use of Westinghouse's PV modules and
installation hardware, including the Westinghouse Solar Power
Systems AC-230/235 product family, Andalay Groove components and
others.

Mike Miskovsky, CEO of Zep Solar, issued the following statement
regarding the suit:

"Westinghouse's new products blatantly infringe our patent rights.
It appears that the company's difficulties in the market have led
it to copy our innovations in an attempt to become more
competitive.  Our licensees have invested in the Zep
Compatible(TM) platform and it is our obligation to protect that
investment and the value that it brings to the solar industry."

Key Statements from the Complaint:

"The AC 230/235 and Andalay Groove products infringe Zep Solar's
'537 patent, which...pre-dates all of [Westinghouse's] patents and
products...[and] covers the key concepts and enabling features of
an interlocking photovoltaic ("PV") installation system."

"Prior to the [Solar Power International 2011] trade show,
[Westinghouse] announced it would be offering for sale a product
called the "Andalay Groove," a blatant copy of [Zep Solar's]
signature "Interlock" product.  This launch was accompanied by a
marketing campaign, which featured unauthorized use of the names
and logos of major Zep Solar licensees, along with unverified
claims of compatibility with the Zep Compatible platform.  These
Zep Solar licensees included Canadian Solar, Trina Solar, Yingli
Solar, Sharp Solar, UpSolar, CentroSolar, and ET Solar."

"[Westinghouse's] business appears to be failing.  It has suffered
through consecutive years of losses, multiple NASDAQ delisting
notices, a steadily declining share price, and limited market
penetration. Recognizing that its own products are market
failures, [Westinghouse] has now resorted to...blatantly producing
and selling copycat, infringing products...attempting to free-ride
on Zep Solar's market successes."

This suit additionally names certain Westinghouse business
partners who assist the company in bringing its various infringing
products to market:

Light Way Green New Energy Company of Heibei, China (and its U.S.
Subsidiary Brightway Global LLC), which manufactures Westinghouse
products prior to their importation to the United States;

Morrison Supply Company of Fort Worth, TX, which distributes
Westinghouse Solar products;

Sky Solar Solutions LLC of Collegeville, PA, which markets, sells,
and installs Westinghouse Solar systems; and

Alternative Power & Electric of Saratoga, CA, which markets,
sells, and installs Westinghouse Solar systems.

                         About Zep Solar

Zep Solar, Inc. was founded in 2009 by PV industry veterans to
advance the proliferation of solar energy through well designed PV
mounting and grounding products that offer speed of installation,
ease and low cost to a wide range of applications.

Westinghouse Solar is a manufacturer and distributor of solar
power systems.  Award winning Westinghouse Solar Power Systems
provide a leading combination of safety, performance and
reliability, while backed by the proven quality of the
Westinghouse name.


WILLBROS GROUP: S&P Cuts Corporate Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Houston-
based engineering and construction company Willbros Group Inc.,
including the corporate credit rating to 'B' from 'B+'.

"The downgrade reflects Willbros' weak operating performance,
which has resulted in weaker credit protection measures along with
a narrowing cushion under financial covenants in the company's
credit agreement," said Standard & Poor's credit analyst Sarah
Wyeth.

Willbros provides engineering, construction, maintenance, life-
cycle extension, and facilities development and operations
services in three markets: hydrocarbon infrastructure, including
natural gas pipelines (upstream oil and gas); refining and
processing plants (downstream oil and gas); and, with the July
2010 acquisition of InfrastruX Group Inc., the North American
electric power transmission and distribution market (utility
transmission and
distribution).

The outlook is negative. Willbros' operating results could
continue to be sluggish and potentially pressure liquidity in the
next 12 months as covenants tighten, although long-term
fundamentals should support increased activity in some of
Willbros' end markets.

"We could lower the ratings if Willbros' operating performance
doesn't show signs of meaningful improvement and leads to weaker
liquidity," Ms. Wyeth said.

Standard & Poor's views the company's liquidity as less than
adequate. The company has minimal headroom under its financial
covenants, and the company's credit agreement limits access to a
revolver when leverage exceeds a certain ratio. Litigation related
to the company's discontinued operations in Nigeria could further
pressure liquidity.


WILLIAM LYON: To Seek Plan Confirmation in Early February
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that William Lyon Homes
on won court approval to quickly move through a Chapter 11
restructuring in which it hopes to slash some $180 million in debt
off its books.

As reported in the Troubled Company Reporter-Europe on Dec. 20,
2011, William Lyon Homes Inc. commenced a prepackaged Chapter 11
reorganization (Bankr. D. Del. Case No. 11-14019) on Dec. 19,
intending for approval of the bankruptcy plan on Feb. 13.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the reorganization, announced in November, will reduce debt
on borrowed money from $510 million to $328 million.  The petition
says assets are $593.5 million with debt totaling $606.6 million.
The Company's balance sheet at June 30, 2011, showed $611.15
million in total assets, $610.25 million in total liabilities and
$896,000 in equity.  The Chapter 11 plan already has been accepted
by 97% in amount and 93% in number of senior unsecured notes, the
company said in a court filing.

                    About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.


WILLIAM LYON: Moody's Cuts Probability of Default Ratings to 'D'
----------------------------------------------------------------
Moody's Investors Service lowered the probability of default
ratings of William Lyon Homes, Inc. and its parent company,
William Lyon Homes, to D. This action follows the company's
December 19, 2011 announcement that it filed for Chapter 11
bankruptcy protection and submitted a prepackaged restructuring
plan for approval by the bankruptcy court. After three days,
Moody's will withdraw all ratings on William Lyon and and its
parent company.

RATINGS RATIONALE

These rating actions were taken:

Probability of default rating downgraded to D from Ca

On November 4, 2011, William Lyon announced a proposed
restructuring of its capital structure after failing to make a
semi-annual interest payment on one issue of its senior unsecured
notes and remaining in violation of the tangible net worth
covenant under its senior secured term loan. The proposal, which
is currently supported by holders of more than 93% of the
outstanding principal amount of William Lyon's senior unsecured
notes, will reduce the company's balance sheet debt by $180
million. According to the company's announcement on Monday, the
plan will be funded with $60 million of new common and preferred
shares and a $25 million capital contribution from the Lyon
family.

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

Begun in 1956 and headquartered in Newport Beach, California,
William Lyon Homes designs, builds, and sells single family
detached and attached homes in California, Arizona and Nevada.
Consolidated revenue and net income including charges for the
twelve months ended June 30, 2011 were approximately $267 million
and negative $146 million, respectively.


WJO INC: Plan Proposes to Pay Unsecured Creditors in 3 Years
------------------------------------------------------------
WJO, Inc., submitted to the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania a Disclosure Statement explaining the
proposed Plan of Reorganization dated as of Nov. 1, 2011.

According to the Disclosure Statement, the Plan provides that
secured claims will be treated as:

1. Secured creditor Elizabeth O'Brien agreed to defer payment on
   her claim until after the Plan is fully consummated.

2. The Debtor and CIT Communications Finance Corp. have reached an
   agreement whereby the Debtor will make two payments of $832 to
   CIT commencing on the 1st day of the month following the
   Effective Date in full and final settlement of CIT's claim.

3. De Lage Landen Financial Services Inc. and the Debtor have
   reached an agreement whereby the Debtor will make two payments
   of $1,230 to De Lage Landen in full and final settlement of De
   Lage Landen's claim.

4. The Debtor and Tri-State Capital have agreed that the Debtor is
   to make 60 payments at 5.25% on the Term Note and 120 payments
   at 5% on the Line of Credit.

5. The Debtor proposes to make 36 monthly payments to Baytree
   Leasing Co., LLC at 2%.  The amount of the monthly payment to
   Baytree will be $514.

The Debtor will make 36 monthly payments of $2,493 to its
employees individual retirement accounts.

The Debtor believes that General Unsecured Claims amount of
approximately $1,176,509.  General Unsecured Claims will be
treated as follows: Unsecured Creditors will receive a guaranteed
payment of 5% of all Allowed Claims over 3 years from the
Effective Date along with interest at 2%.  The payments to
Unsecured Creditors will be paid by a monthly cash payment of
$1,684.

The existing shareholder Dr. William J. O'Brien will retain his
existing shares in the Debtor.

The source of all distributions under the Plan will be the cash
flows of the Reorganized Debtor.

Ballots accepting or rejecting the proposed Plan must be received
at:

         Thomas D. Bielli, Esq.
         O'KELLY ERNST BIELLI & WALLEN, LLC
         1600 Market Street, 25th Floor
         Philadelphia, PA 19106

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/WJO_INC_DSa.pdf

On Nov. 10, 2011, The Official Committee Of Unsecured Creditors
filed a competing Disclosure Statement explaining the proposed
Plan of Reorganization.

According to the Disclosure Statement, each holder of an Allowed
General unsecured Claim will receive in respect of the claim its
Pro Rata distribution from the proceeds of the liquidated assets
and income of the estate after the payment or reserve for Plan
expenses, administrative claims, priority tax claims, priority
claims, and secured claims, up to 100% of its Allowed General
Unsecured Claim.

The holders of Class 4 Interests will receive no distribution
unless and until Plan expenses and all allowed administrative
claims, priority tax claims, priority claims, secured claims, and
general unsecured claims are satisfied in full in accordance with
the Plan.

The source of all distributions under the Plan will be the
Debtor's assets.

Ballots accepting or rejecting the proposed Plan must be received
at:

         Bruce Grohsgal, Esq.
         Bradford J. Sandier, Esq.
         PACHULSKI STANG ZIEHI & JONES LLP
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705

A full-text copies of the Disclosure Statement is available for
free at http://bankrupt.com/misc/WJO_INC_DSb.pdf

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.

Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


YEHUD-MONOSSON: President Faces Contempt Over Records Disclosure
----------------------------------------------------------------
David Hanners at PioneerPress.com reports that U.S. Bankruptcy
Judge Nancy Dreher has found Naomi Isaacson, president of Yehud-
Monosson USA Inc., in contempt for failing to turn company records
over to court-appointed trustee Nauni Manty on Dec. 16, 2011.

According to the report, Judge Dreher has scheduled a Jan. 4, 2012
hearing on the contempt order, and she'll also decide at next
month's hearing whether Ms. Isaacson and her lawyer will be fined
up to $10,000 each for filing a legal brief filled with religious
slurs.

The report relates that the trustee said that not only had Ms.
Isaacson failed to meet the deadline to provide the records, but
the requests were "returned to my office with the words 'RETURN TO
SENDER' handwritten on the front."

Yehud-Monosson USA, Inc., for bankruptcy protection (Bankr.
D. New York Case No. 11-11278) on March 23, 2011.  Rebekah M.
Nett, Esq., at Westview Law Center, PLC, in St. Paul, Minn.,
serves as the Debtor's counsel.  The Company estimated its assets
and debts at $1 million to $10 million.


* Moody's: Lower-Rated Companies Tread Water in Sluggish Economy
----------------------------------------------------------------
Despite the ongoing European debt crisis and the sluggish economy,
credit quality of lower-rated US companies has remained mostly
stable, says the newest edition of Moody's B3 Negative and Lower
Corporate Ratings List.

"Despite 2011's tumult that included the European sovereign debt
crisis and the US debt ceiling showdown, our proprietary list
shows that US speculative-grade companies have not seen a marked
deterioration in credit quality," said David Keisman, a Moody's
Senior Vice President and author of the report.

The list expanded by just two companies in the fourth quarter of
2011 from the third quarter, bringing the total to 172.  A year
ago, the list included 182 Moody's-rated non-financial companies.
This small uptick comes as the size of list had been gradually
declining for over a year.

The small changes indicate that there is a core group of companies
that were able to avoid default by refinancing debt but remain
hampered by business conditions that prevent higher earnings and
leverage reduction.

Of the 10 companies that defaulted in the fourth quarter, five
filed for bankruptcy, including American Airlines parent, AMR
Corp.  Still, Moody's proprietary indicators of speculative-grade
liquidity and credit quality continue to show benign conditions.

Moody's Liquidity Stress-Index remains near a record low, while
the ratio of corporate upgrades to downgrades has been stable
since August.  Moody's said its forecasting model projects that
the US speculative-grade default rate will remain historically low
at 2.4% a year from now, compared with 2% currently.

For more information, please see the full report "Moody's B3
Negative and Lower Corporate Ratings List: Treading Water" on
http://www.moodys.com/


* Moody's Gives Disclosures on Credit Ratings of U.S. Govt.
-----------------------------------------------------------
Moody's Investors Service released its summary credit opinion on
the United States of America and includes certain regulatory
disclosures regarding its ratings.  The release does not
constitute any change in Moody's ratings or rating rationale for
United States of America.

Moody's maintains the following ratings on United States of
America, Government of

Long Term Issuer (domestic and foreign currency) ratings of Aaa
Senior Unsecured (domestic currency) rating of Aaa

RATINGS RATIONALE

Moody's Aaa government bond rating is based on the very high
degree of economic, institutional strength, and government
financial strength, and low susceptibility to event risk. Although
government financial strength weakened as a result of
interventions to support the financial system and the economy, the
basic factors supporting the Aaa rating remain intact.

The US is the world's largest economy and is still the center of
global trade and finance, supported by flexible markets and open
trade and financial regimes.  Over time, American economic
competitiveness has been reinforced by fairly rapid productivity
growth, a high degree of technological innovation, and generally
sound public finances.  Recently, prospects for some of these
factors have deteriorated, most notably government finances.
These finances have been substantially worsened by the credit
crisis, recession, and government spending to address these
shocks.  The ratios of general government debt to GDP and to
revenue deteriorated sharply during the crisis and are now near
the top end for Aaa-rated countries.  The federal government debt
ratios, which Moody's considers relevant to the rating given the
US's relatively decentralized fiscal structure, rose steeply and
will continue their upward trend under current policies.

Despite high debt levels, the financeability of the US federal
government debt remains high, in part due to the global role of
the US dollar.  This has been demonstrated during the course of
2011, with the yields on Treasury securities falling to near-
record lows at times.  Over the longer term, this role could be
eroded, but Moody's sees no immediate threat to the US
government's ability to continue to access financing at relatively
low cost.

Rating Outlook

The rating outlook is negative. Structural fundamentals, political
stability, and post-crisis economic prospects support a Aaa
rating.

However, the outlook was changed in negative in August 2011
because of the risks of a continued rise in federal government
debt ratios over the medium term, despite the recent passage of
the Budget Control Act, which will result in some deficit
reduction over the next decade.  Without further deficit reduction
measures, the rating could be placed on review for downgrade
sometime in the coming year or two.

What Could Change the Rating -- Down

If the upward trend in projected debt ratios and interest costs
continues, and further measures beyond the recent agreement to
stabilize and ultimately reverse them are not put into place, the
rating could eventually move down.  The individual measures are
less important for the rating than the actual deficit and debt
levels that would result, although it is likely that over the
longer term entitlement reform will need to be part of any
substantial fiscal reform. In addition, downward pressure on the
rating could develop as a result of lower economic and employment
growth rates than now expected.

The principal methodology used in this rating was Sovereign Bond
Ratings published in September 2008. Please see the Credit Policy
page on http://www.moodys.com/for a copy of this methodology.

REGULATORY DISCLOSURES

Although this credit rating has been issued in a non-EU country
which has not been recognized as endorsable at this date, this
credit rating is deemed "EU qualified by extension" and may still
be used by financial institutions for regulatory purposes until 31
January 2012.  ESMA may extend the use of credit ratings for
regulatory purposes in the European Community for three additional
months, until 30 April 2012, if ESMA decides that exceptional
circumstances arise that may imply potential market disruption or
financial instability.  Further information on the EU endorsement
status and on the Moody's office that has issued a particular
Credit Rating is available on http://www.moodys.com/


* Troubled New York Condo Project Waits on Developer Cash
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that a troubled Battery Park City
condo project is one step closer to recovering about $7.4 million
in restitution it says that it is owed by former developer Yair
Levy.


* Moody's Says 2012 US CLO Performance Has Stable Outlook
---------------------------------------------------------
US collateralized loan obligations (CLOs) issued in 2012 will have
a strong credit profile, according to a new report from Moody's
Investors Service. Moody's has a stable outlook for the
performance of outstanding US CLOs and a negative outlook for the
performance of European CLOs. New issuance of CLOs in 2012 will
continue to originate primarily in the US because of challenging
economic conditions in Europe.

Features in new US CLOs will offer more protection for debt
investors than did features in pre-credit crisis transactions;
hence, post-crisis CLO structures will better withstand another
downturn. "This increased protection includes strong
subordination, tight investment constraints, and enhanced
documentation provisions, which Moody's expects will mirror the
attributes of typical 2011 US CLOs," says Moody's Senior Vice
President Danielle Nazarian.

Moody's stable outlook for outstanding US CLOs reflects a low
corporate default rate forecast and stable to positive rating
outlooks for speculative-grade issuers. US leveraged loan issuers
have significantly improved their balance sheets and pushed back
loan maturity schedules, supporting a stable outlook for the
primary collateral backing CLOs. Nonetheless, while the risk of
recession in the US remains low, continued stress in the euro area
and high volatility in the financial markets will tighten funding
for leveraged loan issuers, presenting moderate downside risks to
US CLO performance.

The outlook for outstanding European CLOs is negative primarily
because of the rising risk of recession in the euro area. "The
European sovereign debt crisis has tightened funding from the
financial markets, increasing refinancing risk for speculative-
grade companies, and particularly for companies with ratings at B3
or below. This will negatively affect European CLO collateral,"
says Moody's Vice President Guillaume Jolivet.

However, a number of positive factors help mitigate the risk to
CLOs of the European sovereign debt crisis. CLOs continue to
deleverage at a fast pace as more than half of the outstanding US
CLOs and European CLOs will be in their amortization periods by
the end of 2012. Additionally, built-in cash flow diversion
mechanisms in CLOs will further offset potential performance
deterioration by triggering deleveraging.


* Russian Billionaire Fridman Eyes Distressed U.S. Properties
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Russian
billionaire Mikhail Fridman is launching a real-estate fund that
will focus on distressed properties from Boston to Miami, in the
latest example of a deep-pocketed foreigner placing some chips on
the U.S. real-estate market.


* 9th Cir. Appoints Judges for 3 California Bankruptcy Courts
-------------------------------------------------------------
Chief Judge Alex Kozinski of the United States Court of Appeals
for the Ninth Circuit announced Dec. 21 the appointment of new
judges for three federal bankruptcy courts in California.

Attorney Mark D. Houle, 45, was appointed to serve as a judge of
the U.S. Bankruptcy Court for the Central District of California.
He will fill a judgeship to be vacated by Bankruptcy Judge Ellen
Carroll, who plans to retire on Feb. 16, 2012.  He will be sworn
into office on Feb. 17, 2012, and will maintain chambers in
Riverside.

Attorney Mary Elaine Hammond, 41, was appointed to serve as a
judge of the U.S. Bankruptcy Court for the Northern District of
California.  She will fill a judgeship to be vacated by Bankruptcy
Judge Edward D. Jellen, who plans to retire on Jan. 31, 2012.  She
will be sworn into office on Feb. 2, 2012, and will maintain
chambers in Oakland.

Attorney Fredrick E. Clement, 51, was appointed to serve as a
judge of the U.S. Bankruptcy Court for the Eastern District of
California.  He will fill a judgeship to be vacated by Bankruptcy
Judge Whitney Rimel, who plans to retire on March 15, 2012.  He
will officially take office on March 16, 2012, and plans to
maintain chambers in Fresno.

Since 2000, Mr. Houle has been of counsel with the law firm of
Pillsbury Winthrop Shaw Pittman, LLP, maintaining offices in Costa
Mesa and Los Angeles.  He practices exclusively in the areas of
bankruptcy and insolvency in the firm's Insolvency and
Restructuring Practice Section.  He primarily represents secured
and unsecured creditors, asset purchasers, and other parties in
bankruptcy cases, adversary proceedings, pre-bankruptcy workouts,
and related state and federal litigation.

From 1998 to 2000, he was an associate with the law firm of
Winthrop Couchot, PC, where he represented corporate Chapter 11
debtors, creditors' committees, and Chapter 7 trustees.

From 1996 to 1998, Mr. Houle clerked for the Santa Ana bankruptcy
judges analyzing a wide variety of legal pleadings and preparing
bench memoranda and memorandum decisions for hearings and trials
in Chapter 7, 11 and 13 bankruptcy cases and adversary pleadings.

A native of Lowell, Massachusetts, Mr. Houle received his B.S. in
1993 from Salem State College, where he graduated summa cum laude.
During college, he was part of the Undergraduate Honors Program
and was awarded a Silver Key for academic excellence in community
service. He received his J.D. in 1996 from Boston College Law
School, where he was a member of the Jessup International Moot
Court Team from 1995 to 1996.

Mr. Houle is an active participant in the Orange County Bar
Association, the Bankruptcy Forum and the American Bankruptcy
Institute. Mr. Houle is a veteran of the Air Force and
Massachusetts Air National Guard.

The U.S. Bankruptcy Court for the Central District of California,
which is authorized 24 bankruptcy judges, is one of the nation's
busiest with 139,882 filings in fiscal year 2011.  Concurrent with
Mr. Houle's appointment, the court plans to reorganize,
transferring Judge Robert N. Kwan from the Santa Ana division to
the Los Angeles division, and Judge Catherine Bauer from the
Riverside division to Santa Ana division.

Ms. Hammond has been with the law firm of Friedman Dumas &
Springwater LLP in San Francisco since 2003 and became a partner
in 2008.  Her practice involves commercial and bankruptcy law with
an emphasis on the representation of business debtors, trustees,
and secured and unsecured creditors in bankruptcy cases.  Ms.
Hammond mostly represents Chapter 9 and 11 debtors, and on
occasion, has been counsel to Chapter 7 debtors.  She worked as an
associate with the law firm of Murphy, Sheneman, Julian & Rogers
(now Winston & Strawn), where she represented debtors, creditors
and committees.

A native of Charlotte, North Carolina, Ms. Hammond received her
undergraduate degree from Duke University in 1992 and her J.D. in
1998 from the University of North Carolina, School of Law, where
she graduated with honors. During law school, Ms. Hammond was the
articles editor for the North Carolina Law Review.

Following law school, Ms. Hammond clerked for Judge Jellen from
1998 to 2000.  Ms. Hammond was a legal assistant to the North
Carolina General Assembly, where she worked for the Senate
president pro tempore and Appropriations Committee co-chair from
1996 to 1998.

The U.S. Bankruptcy Court for the Northern District of California
is authorized nine bankruptcy judges and reported 36,663 filings
in fiscal year 2011.

A solo practitioner in Redding, California, since 1993, Mr.
Clement is a certified specialist in all areas of bankruptcy law.
He previously litigated in state courts, handling business and
real estate disputes, and was involved in a large number of bench
trials and two multi-week jury trials.

A native of San Luis Obispo, California, Mr. Clement received his
B.A. from Westmont College in 1982 and his J.D. in 1987 from the
University of California, Hastings College of the Law, where he
graduated cum laude.

Mr. Clement has served as a judicial arbitrator, hearing officer
and judge pro tempore in state and municipal proceedings. Active
in the bankruptcy legal community, he serves on the Bankruptcy
Court Clerk's Advisory Committee and is a member of the American
Bankruptcy Institute, the National Association of Consumer
Bankruptcy Attorneys, and the Sacramento Valley Bankruptcy Forum.
He founded the Redding-Chico Bankruptcy Forum in 2003.

The U.S. Bankruptcy Court for the Eastern District of California
is the fifth busiest bankruptcy court in the nation with 51,481
filings in fiscal year 2011.  The court is authorized seven
bankruptcy judges.  At the court's request, Judge Rimel will
continue to serve as a recalled bankruptcy judge available to
preside over cases.

Judges of the U.S. Court of Appeals for the Ninth Circuit have
statutory responsibility for selecting and appointing bankruptcy
judges in the nine western states that comprise the Ninth Circuit.
The court uses a comprehensive merit selection process for the
initial appointment and for reappointments.  Bankruptcy judges
serve a 14-year, renewable term, at a salary of $160,080, and
handle all bankruptcy-related matters under the Bankruptcy Code.


* Judge Terry L. Myers Reappointed to Idaho Bankruptcy Court
------------------------------------------------------------
Chief Judge Alex Kozinski of the United States Court of Appeals
for the Ninth Circuit on Dec. 15 announced the reappointment of
Bankruptcy Judge Terry L. Myers to the U.S. Bankruptcy Court for
the District of Idaho.

Judge Myers, 56, maintains chambers in Boise. His reappointment to
a second 14-year term will be effective Aug. 1, 2012.  He came
onto the bankruptcy bench in August 1998 and has served as the
court's chief bankruptcy judge since 2004.

Prior to his appointment, Judge Myers had been a partner with the
law firm of Givens, Pursley & Huntley LLP (now Givens Pursley LLP)
in Boise since 1986, and was an associate when the firm was known
as Givens, McDevitt, Pursley, Webb & Buser from 1984 to 1986.

A native of Caldwell, Idaho, Judge Myers received his B.A. from
Idaho State University in 1976 and his J.D. from the University of
Idaho, College of Law, in 1980.  Following law school, he clerked
for Bankruptcy Judge Merlin S. Young of the U.S. Bankruptcy Court
for the District of Idaho from 1981 to 1984.

The U.S. Bankruptcy Court for the District of Idaho reported 7,912
bankruptcy filings in fiscal year 2011.  The court is authorized
two bankruptcy judges.

Judges of the U.S. Court of Appeals for the Ninth Circuit have
statutory responsibility for selecting and appointing bankruptcy
judges in the nine western states that comprise the Ninth Circuit.
The court uses a comprehensive merit selection process for the
initial appointment and reappointments. Bankruptcy judges handle
all bankruptcy-related matters under the U.S. Bankruptcy Code.
They serve a 14-year, renewable term and receive an annual salary
of $160,080.


* Senate Confirms Nomination of Morgan Christen to 9th Cir.
-----------------------------------------------------------
The United States Senate on Dec. 15 confirmed President Obama's
nomination of Alaska Supreme Court Justice Morgan Christen to
serve as judge of the U.S. Court of Appeals for the Ninth Circuit.
The nomination was approved by margin of 95 to 3.

Justice Christen is expected to receive her judicial commission
shortly.  She will fill a judgeship vacant since June 12, 2010,
when Judge Andrew J. Kleinfeld of Fairbanks, Alaska, took senior
status. She was nominated to the seat on May 18, 2011, and was
favorably reported out of the Senate Judiciary Committee on Sept.
8, 2011.

Justice Christen, 50, who resides in Anchorage, was appointed to
the Alaska Supreme Court in 2009, and is the second woman to serve
on the court. She served previously as a judge of the Alaska
Superior Court from 2001 to 2009, and was the presiding judge of
the state's Third Judicial District from 2005 to 2009.  Prior to
coming onto the bench, Justice Christen worked in the Anchorage
office of the law firm of Preston Thorgrimson Ellis & Holman (now
K&L Gates LLP) from 1987 to 2001.  While at the firm, she handled
various civil matters and helped represent the State of Alaska in
the Exxon Valdez oil spill litigation.

A Washington native, Justice Christen received her B.A. from the
University of Washington in 1983 and her J.D. from Golden Gate
University School of Law in 1986.  She clerked for Alaska Superior
Court Judge Brian Shortell in 1986.

The Ninth Circuit Court of Appeals is authorized 29 judgeships and
has three current vacancies and one future vacancy.  Justice
Christen is the first nominee to the court to be confirmed this
year.  Three other nominations await Senate action.

The Ninth Circuit Court of Appeals hears appeals of cases decided
by executive branch agencies and federal trial courts in nine
western states and two Pacific Island jurisdictions.  The court
normally meets monthly in Seattle, San Francisco and Pasadena,
California; every other month in Portland, Oregon; three times per
year in Honolulu, Hawaii; and twice a year in Anchorage, Alaska.

Judges of the federal appellate courts and federal district
courts, appointed under Article III of the Constitution, are
nominated by the president, confirmed by the Senate and serve
lifetime appointments upon good behavior.  The current annual
salary of a circuit judge is $184,500.


* Municipal Bonds Paid Off Big in 2011
--------------------------------------
Dow Jones Newswires' Kelly Nolan reports that municipal bonds
wound up being a contrarian bet that paid off big in 2011.  Debt
issued by municipalities -- a category that includes local
governments and other affiliated entities like school districts --
has returned 10.2% so far this year, according to Barclays
Capital.  That beat out Treasurys, the second-best performer, with
a 9.3% return.  Riskier high-yield corporate bonds returned 4.2%.

Dow Jones recounts that at the end of last year, some observers
were predicting a wave of defaults among cities and towns, citing
falling tax revenues, the end of the federal government's fiscal
stimulus and mounting pension obligations.  One of the most
notable was Meredith Whitney, a banking analyst who started her
own firm after correctly predicting Citigroup Inc. would hit a
rough patch.

According to Dow Jones, in a September 2010 report, she outlined
the shortcomings of state finances and followed it up with an
appearance on "60 Minutes" forecasting "hundreds of billions of
dollars' worth of defaults," something investors should be worried
about "within the next 12 months."  In the months that followed,
investors pulled $35.1 billion from municipal-bond funds over 29
consecutive weeks of outflows, according to Lipper FMI.  With
investors dumping municipal bonds, prices fell and yields surged.
Those who held tight saw the value of their holdings rise later in
the year, as municipalities continued to make interest and
principal payments.

The report notes that according to Thomson Reuters, with yields
in the first half of the year rising, issuance was scaled back.
Municipalities had sold only $281 billion of bonds through
Dec. 21.  That is the lowest annual total in a decade, and a 35%
decline from 2010.

Research-advisory firm Municipal Market Advisors reports that
about $6 billion of debt issued by 118 municipal borrowers went
into default this year.


* Oversight Board Finds Deficiencies in 13 Ernst & Young Audits
---------------------------------------------------------------
Michael Rapoport, writing for Dow Jones Newswires, reports that in
a report released Thursday, the Public Company Accounting
Oversight Board found deficiencies in 13 audits of 63 conducted by
Ernst & Young LLP in its annual inspection of the Big Four
accounting firm.  Some of the deficiencies it identified in its
2010 inspection were significant enough that it appeared Ernst &
Young hadn't obtained enough evidence to support its audit
opinions.  The board didn't identify the companies involved, in
accordance with its usual practice.

The report also relates that in seven of the 13 audits, the
oversight board said Ernst & Young was deficient in its testing of
how clients applied fair value to their hard-to-value securities.
The accounting board also said that in various audits, the firm
made incorrect assumptions that led to inadequate testing of
clients' internal controls, and didn't do enough testing on
matters like revenue and loan-loss reserves.

According to the report, Ernst & Young said in a statement that
the accounting board's observations "benefit our efforts to
continuously strengthen our audit processes and improve the high
quality of our audit services."


* Richard Harris Joins Allegiance's Dallas Office as Director
-------------------------------------------------------------
Allegiance Capital Corporation disclosed that Richard O. Harris
Jr. has joined its Dallas office to serve as Managing Director.
Mr. Harris has spent the last 18 years of his career focusing his
business activity entirely on investment banking, private equity
and investments.

David Mahmood, Chairman of Allegiance Capital Corporation, said
"Mr. Harris brings considerable experience in the areas of finance
in a wide variety of businesses and has particular experience in
energy sector/ gas and oilfield services industry.  His experience
and knowledge in both finance and a variety of industries in
helping clients solve their financial needs brings new strengths
to Allegiance Capital's efforts in supporting our clients and
their needs for capital."

Before joining Allegiance Capital, Mr. Harris had served in roles
as Chief Executive Officer and Chief Financial Officer for several
private middle market companies and operating subsidiaries of NYSE
traded companies.  Most recently Mr. Harris was an executive with
GE Capital, providing debt and equity capital to support,
acquisitions, re-capitalizations, and restructurings for companies
backed by private equity sponsors with transaction sizes ranging
from $15 million to $200 million.  Sectors included oilfield
service, food manufacturing, and distribution, restaurants,
manufacturing, contracting and healthcare.

"I have known David Mahmood for many years and have a great deal
of respect for him, the organization which he has built over the
past thirteen years, and most importantly the manner in which
Allegiance Capital  treats its clients," Mr. Harris said.
"Allegiance Capital has assembled a unique team of experienced
investment banking professionals and has coupled that talent with
a proven model for delivering M&A advisory and capital market
expertise to the middle market sector on a national platform.
Allegiance Capital is all about creating value for its clients and
I am very pleased to be able to work with the firm and its entire
staff."

               About Allegiance Capital Corporation

Allegiance Capital Corporation -- http://www.allcapcorp.com--is
an investment bank specializing in financing and selling
businesses in the middle market.


* Rust Consulting Acquires Omni Management Group
------------------------------------------------
Rust Consulting, Inc. said that it has acquired Omni Management
Group, a Los Angeles and New York-based bankruptcy administration
services provider with more than 40 years of experience.

The acquisition allows Rust Consulting to enter the bankruptcy
administration services market while leveraging the established
reputation and expertise of Omni. Conversely, Rust Consulting will
bring Omni the benefit of its significant resources including
systems capacity, operational expertise, brand recognition and
relationships with major law firms nationwide.

"We are very excited to bring the exceptional people from the Omni
team on board," Rust Consulting President Galen Vetter said. "For
us to enter the bankruptcy administration services market, we
wanted to be sure we had the best team for the job. We have that
team in Omni."

"The strategic synergies between Rust and Omni create a perfect
combination for sustainable growth into the foreseeable future"
Brian Osborne, President of Omni, said. "We are thrilled at the
prospect of combining Omni's expertise and technology platform in
bankruptcy administration services with the significant resources
and opportunities Rust provides."

Rust's statement did not provide financial and other terms of the
deal.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there were
approximately 3,500 hedge funds, managing capital of about $150
billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of $1
million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below $1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.  Conversely,
the hedge fund Long-Term Capital Management (LTCP) imploded in
1998, with losses totalling $4.6 billion.  Nonetheless, these are
the exceptions rather than the rule, and the editors offer
statistics, studies, and other research showing that the
"volatility of hedge funds is closer to that of bonds than mutual
funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception.  Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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