TCR_Public/111226.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 26, 2011, Vol. 15, No. 358

                            Headlines

AES HAWAII: Moody's Assigns 'B1' Rating to $365-Million Notes
AHERN RENTALS: Case Summary & 20 Largest Unsecured Creditors
AK STEEL: S&P Cuts Corp. Credit Rating to 'BB-' on Weak Results
AMBULATORY HEALTH: Case Summary & 20 Largest Unsecured Creditors
AMERICAN CAPITAL: S&P Raises Counterparty Credit Rating to 'B'

API TECHNOLOGIES: Moody's Reviews B2 Corporate for Downgrade
ATLANTIC POWER: S&P Assigns 'BB-' Corporate Credit Rating
AXION INTERNATIONAL: To Offer 10,000 6% Convert. Preferred Shares
BIOZONE PHARMACEUTICALS: Issues Warrant to Buy 500,000 Shares
BLUEKNIGHT ENERGY: Swank Capital Holds 32.1% of Common Units

BONDS.COM GROUP: Jefferies Discloses 35.8% Equity Stake
BRANCH BROOK: Case Summary & 10 Largest Unsecured Creditors
C&S GROUP: Moody's Affirms 'Ba3' Corporate; Outlook Now Stable
CAGLE'S INC: $18MM DIP Loan from AgSouth Farm Gets Final Approval
CAGLE'S INC: Files Schedules of Assets and Liabilities

CANO PETROLEUM: Board Approves Common Stock Delisting on NYSE
CAPITAL POWER: S&P Lowers Corporate Credit Rating to 'BB-'
CASCADE BANCORP: Taps BDO USA as Accountants
CESAR RODRIGUEZ: Keeps Automatic Stay in Second Bankruptcy Case
CHARLES BRELAND: IRS Fails in Bid to Amend Priority Claim

CIT GROUP: To Redeem Additional $2 Billion of Series A Notes
CIT GROUP: Bankruptcy Judge Rules Against Firm in Tyco Dispute
COACH AMERICA: S&P Puts 'B-' Corp. Credit Rating on Watch Neg.
COMSTOCK MINING: Mark Jewett Elected as Chief Accounting Officer
CONVERSION SERVICES: Lori Cohen Resigns from Board of Directors

CRAWFORD AND COMPANY: Moody's Withdraws B1 Corp. Family Rating
CRYSTALLEX INTERNATIONAL: Informed of TSX Delisting
D&G PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
DELTA PETROLEUM: Wins Court OK to Tap $57.5MM Whitebox Loan
DELTATHREE INC: Receives Add'l $50,000 from D4 Holdings

DESERT GARDENS: Has Access to US Bank's Cash Until Jan. 31
EDIETS.COM INC: T. Hoyer Resigns as Chief Financial Officer
EDISON MISSION: Closes $242MM Financing for Wind Energy Projects
EMMIS COMMUNICATIONS: Kevan Fight Owns 57,750 Preferred Shares
EMMIS COMMUNICATIONS: Corre Holds 6.2% of Preferred Shares

ETHAN ALLEN: S&P Affirms 'B+' Corporate Credit Rating
FARM TO FAMILY: Voluntary Chapter 11 Case Summary
FIBERTECH NETWORKS: S&P Affirms 'B' Corporate Credit Rating
FILENE'S BASEMENT: Creditors Panel Balk at Ending 5th Avenue Lease
FORCE FUELS: Posts $206,100 Net Loss in Oct. 31 Quarter

FREEZE, LLC: Section 341(a) Meeting Rescheduled for Jan. 17
FUEL DOCTOR: Dropped as Defendant in Drinville Class Action
GAMETECH INTERNATIONAL: Kassbohrer Deposits $200,000 Into Escrow
GENERAL MARITIME: Files POS AM to 2009 S-3 Registration Statement
GENERAL MARITIME: Files RW to Withdraw 2010 Registration Statement

GENERAL MARITIME: Deregisters Unsold Shares Under 2001 Stock Plan
GENERAL MARITIME: Deregisters Unsold Shares Under 2011 Stock Plan
GETTY PETROLEUM: Sues Landlord Over Environmental Damage
GLOBAL ENTERPRISES: Voluntary Chapter 11 Case Summary
GLOBAL INVESTOR: Allied Global Discloses 25.2% Equity Stake

GMAC MORTGAGE: Moody's Affirms SQ Ratings, Ratings on Review
GMX RESOURCES: Closes 11.375% Senior Notes Due 2019 Tender Offer
GMX RESOURCES: Moody's Cuts Sr. Unsecured Notes Rating to 'Ca'
GREAT POINT: S&P Puts 'BB+' Rating on $220MM Loan on Watch Pos.
GREEN EARTH: Francesco Galesi Discloses 17.6% Equity Stake

GREEN FIELD: S&P Assigns 'CCC+' Corporate; Outlook Developing
HAWAII MEDICAL: Proposes Prime Healthcare-Led Auction on Jan. 5
HERITAGE CONSOLIDATED: Wants Cash Collateral Access Until Dec. 31
HORIZON LINES: Amends Form S-1 Registration Statement
IMAGEWARE SYSTEMS: Completes $10 Million Equity Financing

INDIANTOWN COGENERATION: S&P Withdraws 'BB+' $505MM Bond Rating
INTERNAL FIXATION: Three New Directors Elected to Board
INTELSAT SA: Offers to Exchange 7 1/4% Senior Notes Due 2019
JANKO UAL: Case Summary & Largest Unsecured Creditor
JOHN DRIGGS: US Trustee Gets More Time to Challenge Dickstein Fees

JOHN MCCOMBS: Heritage First Bank Wins Automatic Stay Relief
KANSAS CITY: Moody's Raises Corporate Family Rating to 'Ba1'
KAREN PARTNERS: Case Summary & 18 Largest Unsecured Creditors
KLN STEEL: Can Use Banco Popular Cash Collateral Until Jan. 13
LOCAL SERVICE: Court Approves Settlement Deal With Watson Trustee

LOCAL SERVICE: Named as Plaintiff in Suit v. Elbert County
LONGVIEW POWER: S&P Assigns 'B+' Rating to Credit Facilities
LOS ANGELES DODGERS: Taps Covington fir Sale of Telecast Rights
MAYAN PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
MCJUNKIN RED: S&P Affirms 'B' Corporate; Outlook Stable

MEDSCI DIAGNOSTICS: Court OKs Employment of Damages Expert
MONEY TREE: Files List of 20 Largest Unsecured Creditors
MSX INTERNATIONAL: Moody's Lowers Corp. Family Rating to 'Caa3'
NASH FINCH: Moody's Raises Corporate Family Rating to 'Ba3'
NATIONAL GRAPHICS: Files Schedules of Assets and Liabilities

NEWROC MOTORCYCLES: Voluntary Chapter 11 Case Summary
NORMAN REGIONAL: S&P Affirms 'BB+' Rating on Bonds
NORTH AMERICAN ENERGY: S&P Affirms 'BB' Rating on Securities
PECAN SQUARE: Wants Access to Wells Fargo's Cash Collateral
PEGASUS RURAL: Has Final OK to Incur $3MM Loan from Xanadoo Co.

PENSON WORLDWIDE: S&P Lowers Counterparty Credit Rating to 'B-'
PHH CORP: S&P Cuts Long-Term Issuer Credit Rating to 'BB-'
PHH MORTGAGE: S&P Affirms Above Average Rankings as Servicer
PITTSFIELD RESIDENTIAL: Bankr. Court Recommends Default Judgment
PRECISION OPTICS: A. Schumsky Extends Note Maturity to Jan. 31

PREMIER COACHES: Voluntary Chapter 11 Case Summary
PREMIER DIGITAL: Case Summary & 2 Largest Unsecured Creditors
PURSELL HOLDINGS: Plan Confirmation Hearing Slated for Jan. 13
QUANTUM FUEL: Closes Public Offering of 10.5 Million Units
RACE POINT: S&P Puts 'BB' Senior Term Loan Rating on Watch Dev.

RUTHERFORD CONSTRUCTION: 341(a) Meeting Scheduled for Jan. 17
SALLY HOLDINGS: Ceases to File Periodic Reports with SEC
SAND SPRING: Court OKs Young Conaway to Handle Reorganization Case
SECURITY NATIONAL: Section 341(a) Meeting Rescheduled to Jan. 12
SEQUENOM INC: Aria Files Complaint Over Patent Infringement

SIX FLAGS: S&P Assigns 'BB+' Rating to Secured Credit Facilities
SOUTHEST CORPORATE: Fitch Withdraws 'E' Individual Rating
STANDARD GOLD: Inks Forbearance Agreement with Pure Path
STOCKDALE TOWER: Has Access to LBUS Cash Collateral Until March 31
SUMMER VIEW: Cash Collateral Hearing Scheduled for Dec. 28

SUN RIVER: Posts $2.9 Million Net Loss in Oct. 31 Quarter
TAO-SAHI LP: Has Access to S2 Cash Collateral Until Dec. 31
TAWK DEVELOPMENT: To Seek Approval of Plan at Jan. 20 Hearing
TBS INTERNATIONAL: Reaches Deal With Lenders on Restructuring
THEATRE CLUB: Failed to Correct Plan Defects, Says Bank

THURMON BELL: BB&T Suit Reinstated, Trial to Begin in March
TOWN CENTER: Court OKs Genovese Joblove as Committee Counsel
UNITED RENTALS: Fitch Puts 'B+' Long-Term IDR on Watch Negative
VITESSE SEMICONDUCTOR: Amends $75 Million Securities Offering
WARNER MUSIC: S&P Affirms 'B+' Corporate Credit Rating

WCA WASTE: Moody's Reviews 'B2' Corporate for Possible Downgrade
ZOGENIX INC: Amends Co-Promotion Agreement with Astellas

* BOND PRICING -- For Week From Dec. 19 to 23, 2011


                            *********

AES HAWAII: Moody's Assigns 'B1' Rating to $365-Million Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to approximately
$365 million of senior secured notes of AES Hawaii, Inc. (AES
Hawaii). The 6.87% notes, due June 30, 2022, were originally
issued in 2003 at a face amount of $500 million. This is the first
time Moody's has assigned a public rating to the notes. The
outlook for AES Hawaii is negative.

RATINGS RATIONALE

AES Hawaii is a 180 MW coal-fired circulating fluidized bed
generating facility located at Barbers Point on the Hawaiian
island of Oahu. The project has been in operation since 1992 and
sells all of its output to Hawaiian Electric Company, Inc. (HECO:
Baa1 senior unsecured) under a power purchase agreement (PPA) that
extends to September 2022. The project also sells steam to a
nearby Chevron refinery.

AES Hawaii's rating considers the revenue stability provided by
its long term PPA with HECO; however the project's B1 rating and
negative outlook are more reflective of the financial stress that
has developed primarily as a result of the project's inability to
pass along its significantly increased fuel costs. The project's
fixed price coal supply agreement expired in 2007; since then, the
project has been operating under a series of short term agreements
which has left it exposed to market pricing in the long term. AES
Hawaii's cost of coal (hedged through 2012) is currently slightly
below twice the amount assumed at the time of the 2003 financing
while the fuel component of the project's energy revenues rises
only with inflation. Although partially offset by availablity, the
project's operating costs have also been higher than originally
anticipated, as a result, debt service coverage ratios, which were
initially expected to remain around 1.9 times, have been closer to
1.3 times and Moody's anticipates they will remain in the range of
1.2 to 1.3 times in 2011 and 2012.

Forward prices for overseas coal (2013 and beyond) are currently
approximately 2-3 times higher than those assumed at the time of
the 2003 financing. As a result, unless coal prices decline, or
management is able to obtain discounted pricing or cost savings
from burning a wider range of fuels - which they have been
endeavoring to do, in Moody's opinion, beginning in 2013, AES
Hawaii may not be able to generate sufficient cash to cover its
debt service. The B1 rating incorporates the view that, given
significant quantities of coal that AES procures for its global
coal fleet, the company should be able to continue obtaining coal
at prices generally below those observed in the market.

The B1 rating also considers the protection currently provided to
the lenders via a six month debt service reserve letter of credit
as well as the strategic position of the project as a low cost
source of approximately 20% of the island of Oahu's power needs.
Since AES Hawaii's power sales agreement does not contain a fuel
cost pass-through, the project is extremely economic for HECO
relative to its alternative owned or contracted resources, which
are primarily fuel-oil based. Given the current high prices of low
sulfur fuel oil -- HECO reports its 2010 oil costs as $87.62 per
barrel - even if AES Hawaii were to be dispatched based on its
actual cost of coal, the project would likely still represent an
economic resource for the island. HECO holds a second priority
interest in the project's collateral package, including the
ownership pledge, and rights to cure and assume. In Moody's
opinion, this underscores the importance of the project to HECO,
and potentially provides some additional downside support for the
lenders.

The outlook for AES Hawaii is negative, reflecting the significant
uncertainty surrounding the level of its fuel costs beyond 2012,
the non-pass through nature of its power sales agreement with
HECO, and the resulting potential for cash shortfalls beginning in
2013.

Unless AES Hawaii is able to secure coal at prices below those
currently observed, or is able to otherwise reduce costs or make
adjustments to its power sales agreement allowing for the project
to sustainably generate sufficient cash flow to cover its annual
debt service, the rating is likely to be revised downward.

In the event AES Hawaii is able to secure a longer term supply of
coal at prices that would enable its debt service coverage ratio
to remain above 1.0 times on a sustainable basis, or if the
project is able to revise its power sales agreement in a manner
that allows it to recover its actual cost of fuel, the outlook
could be revised to stable.

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

AES Hawaii is a wholly owned subsidiary of the AES Corporation
(AES: Ba3 stable).


AHERN RENTALS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ahern Rentals Inc.
          DBA Ahern Heavy Equipment;
          DBA Rhino's Turn Equipment;
          DBA Super Grip West
        3750 N. Virginia St.
        Reno, NV I 89506-0782

Bankruptcy Case No.: 11-53860

Chapter 11 Petition Date: December 22, 2011

Court: U.S. Bankruptcy Court
      District of Nevada

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Gerald M. Gordon, Esq.
                  William M. Noall, Esq.
                  Thomas H. Fell, Esq.
                  Gabrielle A. Hamm, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Pkwy., 9th Floor
                  Las Vegas, NV 89169
                  Telephone: (702) 796-5555
                  Facsimile: (702) 369-2666
                  E-mail: ggordon@gordonsilver.com
                          wnoall@gordonsilver.com
                          tfell@gordonsilver.com
                          ghamm@gordonsilver.com

Claims Agent:     Kurtzman Carson Consultants LLC

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

The petition was signed by Howard Brown, the company's chief
financial officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim   Amount of Claim
   ------                     ---------------   ---------------
P-FLEET                       Fuel                     $460,727
ATTN: MANAGING MEMBER
6390 GREENWICH DR SUITE 200
SAN DIEGO, CA 92122

NORTH AMERICAN BATTERY SYS    Parts Maintenance        $209,848
ATTN: MANAGING MEMBER
P0 BOX 90906
LONG BEACH, CA 90809

JLG INDUSTRIES INC            Equipment                $169,606
ATTN: MANAGING MEMBER
1 JLG Drive 1 JLG Drive
McConnellsburg, PA 17233-9533

REBEL OIL COMPANY INC         Fuel                     $128,672
ATTN: MANAGING MEMBER
2200 SOUTH HIGHLAND DRIVE
LAS VEGAS, NV 89102-4812

SKYJACK CORP                  Equipment                $123,660
ATTN: MANAGING MEMBER
3451 SWENSON AVE
ST CHARLES, IL 60174

EAGLE PROMOTIONS              Advertising              $110,602
ATTN: MANAGING MEMBER
4675 W POST RD #100
LAS VEGAS, NV 89118-3929

ALLMAND BROTHERS INC          Equipment                 $96,587
ATTN: MANAGING MEMBER
1502 WEST 4TH AVE
HOLDREGE, NE 68949

JLG EQUIPMENT SERVICES        Parts Purchase            $90,824
ATTN: MANAGING MEMBER
441 WEBER LANE
BEDFORD, PA 15522

EAST BAY TIRE COMPANY         Parts Maintenance         $82,634
ATTN: MANAGING MEMBER
2200 HUNTINGTON DR
UNIT C
FAIRFIELD, CA 94533

SAMMONS TRUCKING              Freight                   $77,150
ATTN: MANAGING MEMBER
3665 W BROADWAY
PO BOX 16050
MISSOULA, MT 59808-6050

ACE HARDWARE CORPORATION      Parts Purchase            $62,915
ATTN: MANAGING MEMBER
21582 NETWORK PLACE
CHICAGO, IL 60673-1215

FOX ROTHSCHILD LLP            Legal                     $60,741
ATTN: MANAGING MEMBER
3800 HOWARD HUGHES PKWY
SUITE 500
LAS VEGAS, NV 89169

H & W PETROLEUM COMPANY INC   Fuel                      $59,929
ATTN: MANAGING MEMBER
200 W CYPRESS CREEK RD
SUITE 400
FT LAUDERDALE, FL 33309

CMD TRUCKING                  Freight                   $57,025
ATTN: MANAGING MEMBER
DBA CARLOS DEL VALLE
946 FLORENCE ST
IMPERIAL BEACH, CA 91932

STRASBURGER & PRICE LLP       Legal                     $53,888
ATTN: MANAGING MEMBER
PO BOX 50100
DALLAS, TX 75250-9989

MULTIQUIP INC                 Equipment                 $51,481
ATTN: MANAGING MEMBER
18910 WILMINGTON AVE
CARSON, CA 90746

BARNES DISTRIBUTION           Parts Maintenance         $50,721
ATTN: MANAGING MEMBER
DEPT CH 14079
PALATINE, IL 60055-4079

SNORKEL INTERNATIONAL         Parts Purchase            $49,421
ATTN: MANAGING MEMBER
2009 ROSEPORT RD
ELWOOD, KS 66024

CROWN ELECTRICAL SYSTEMS      R&M Building              $47,842
ATTN: MANAGING MEMBER         Supplies
18320 OAK CANYON ROAD 210
SANTA CLARITA, CA 91387

LOS ANGELES FREIGHTLINER      Parts Maintenance         $38,720
ATTN: MANAGING MEMBER
SILVER STATE TRUCK & TRAILER
210 NORTH EAST ST
WOODLAND, CA 95776


AK STEEL: S&P Cuts Corp. Credit Rating to 'BB-' on Weak Results
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on AK Steel Holding Corp. to 'BB-'
from 'BB'. The rating outlook remains negative.

"The downgrade and negative outlook reflect AK Steel's weak
financial metrics stemming from difficult competitive conditions,
including uneven and seasonal demand and new capacity, which has
put pressure on prices, and high raw material costs," said
Standard & Poor's credit analyst Marie Shmaruk.  "Given market
conditions, the company has been unable to fully pass through its
raw material costs, compressing margins and resulting in weak
operating performance."

"Under our base case scenario, we expect 2011 EBITDA of about $250
million, adjusted debt to EBITDA of about 9x, and adjusted funds
from operations (FFO) to total debt below 10%, well below our
previous expectations of $300 million of adjusted EBITDA and
adjusted debt to EBITDA of about 6x. Likewise, our expectations
for 2012 are now less optimistic, with demand still remaining
sluggish, although improving over 2011. Steel prices have improved
in recent weeks, and we expect that AK Steel's operating
performance in the first half of 2012 will likely improve; we now
expect 2012 EBITDA in the $375 million to $400 million range based
on modest price increases and moderating raw material costs. This
should result in adjusted debt to EBITDA of between 5x and 6x.
However, the negative outlook reflects the potential for credit
measure to  remain weak for the rating if prices and volumes
decline in the second half of the year and operating performance
again falls short of our expectations. Given our assessment of the
company's 'fair' business risk profile (as our criteria define the
term), we expect total adjusted debt to EBITDA to average in the
4x to 5x range and FFO to total adjusted debt at about 20% through
a cycle," S&P said.

"The corporate credit rating and outlook reflect the company's
fair business risk profile and 'aggressive' financial risk
profile. The ratings also reflect its good market positions in a
number of value-added steel products, 'adequate' liquidity, and
improved capital structure. These positive factors are somewhat
offset by its relatively small size, high cost position as an
integrated steelmaker, lack of backward integration, limited
diversity, high exposure to the automotive market, significant
legacy costs, and credit metrics that are currently weak for the
rating," S&P said.

Standard & Poor's believes AK Steel has made substantial progress
in the past couple of years to improve its cost structure, which
had been higher than those of its peers because of less-favorable
labor contracts. In addition, the company reduced its other
postemployment benefit (OPEB) liabilities by about $1 billion
through an agreement to fund certain OPEBs of the company's
Middletown, Ohio, operations in a Voluntary Employees' Benefits
Association (VEBA) trust. A recent agreement with its Butler
retirees should reduce liabilities further during the next several
years.


AMBULATORY HEALTH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ambulatory Health Care Services, LTD
        7660 Gross Point Road
        Skokie, IL 60077

Bankruptcy Case No.: 11-50681

Chapter 11 Petition Date: December 19, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Ben L. Schneider, Esq.
                  SCHNEIDER & STONE
                  8424 Skokie Boulevard, Suite 200
                  Skokie, IL 60077
                  Tel: (847) 933-0300
                  Fax: (847) 676-2676
                  E-mail: ben@windycitylawgroup.com

Scheduled Assets: $500

Scheduled Debts: $4,436,331

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-50681.pdf

The petition was signed byDaniel R. Gawat, president.


AMERICAN CAPITAL: S&P Raises Counterparty Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit,
senior secured and senior unsecured ratings on American Capital
Ltd. (ACAS) to 'B' from 'B-'. The outlook is stable.

"The rating actions incorporate our view of ACAS' management's
continued efforts to work through the troubled assets on the
company's balance sheet, shrink its investment portfolio, and pay
down the high-cost debt that resulted from the company's June 2010
refinancing transaction," said Standard & Poor's credit analyst
Jeff Zaun. "The refinancing had followed unrealized depreciation
in the company's investment portfolio, which caused covenant
defaults on the company's borrowings. As of Sept. 30, 2011, ACAS
has no material debt repayments until December 2013. Pro forma for
a repayment notice issued Dec. 15, 2011, management will have paid
down the high-cost secured debt issued in the refinancing to $575
million as of Dec. 31, 2011, from $1.3 billion. The company's
locked-in funding and improved leverage levels provide a strong
cushion that supports the ratings and should protect creditors
through 2012."

"Nonaccrual loans continue to comprise 19% of total loans, which
is far higher than ACAS' peers' and as high as the nonaccrual
metric at the peak of the recent financial crisis," said Mr. Zaun.
"This poor investment performance should limit upward movement of
the ratings for an extended period -- that is, until the company
can show adequate performance through another economic downturn.
Single-name concentration, European Capital, was 12% of the
portfolio as of Sept. 30, 2011, and concentration in the equity of
finance companies and structured vehicles was 13% -- further limit
the ratings. In 2010, the management changed ACAS' portfolio
valuation procedures so that the company no longer obtains third-
party valuation assistance. We believe that this weakens an
important aspect of the company's risk management, and we view
ACAS' new valuation procedures as a negative rating factor."

"The stable outlook incorporates our view that ACAS could take an
extended period to mend its investment portfolio and resume more
normal operations," said Mr. Zaun. "We also believe that although
leverage should decrease below its current level, with debt to
adjusted total equity at 0.29x, the company will eventually resume
operating at leverage levels in the 0.4x and 0.8x range, which is
consistent with its business-development company peers'."

"The stable outlook also reflects our expectation that we could
upgrade ACAS if management clarifies the company's funding plan
beyond 2013 and stabilizes the portfolio performance, turning in
three or more consecutive quarters with nonaccruals less than 5%
and realized returns more than 3%," S&P said.

"We could downgrade the company if its loan performance or a drop
in the value of its control investments causes a significant (20%
or more) increase in leverage or if the coverage of interest by
nondeal dependent earnings drops below 2.0x for two or more
consecutive quarters," S&P said.


API TECHNOLOGIES: Moody's Reviews B2 Corporate for Downgrade
------------------------------------------------------------
Moody's Investors Service placed all ratings of API Technologies,
Inc. under review for possible downgrade. Concurrently, the
company's speculative grade liquidity has been lowered to SGL-4
from SGL-3, denoting a weak, rather than an adequate, liquidity
profile. The review and lower speculative grade liquidity reflect
recent and projected performance against the financial ratio
covenant test step-downs that are scheduled under API's $185
million first-lien credit facility. The B2 CFR and instrument
ratings assumed ongoing compliance with debt agreements and
orderly revolver access as API completes its business integration
and operational restructuring plans. The review will consider
prospects for restoration of liquidity profile adequacy. Moody's
expects to conclude the review by February 2012.

Ratings:

Corporate family, placed under review for possible downgrade from
B2

Probability of default, placed under review for possible downgrade
from B2

$15 million first-lien revolver due June 2014, placed under review
for possible downgrade from B2, LGD 3, 49%

$170 million first-lien term loan due June 2016, placed under
review for possible downgrade from B2, LGD 3, 49%

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

RATINGS RATIONALE

The principal methodology used in rating API Technologies
Corporation was the Global Aerospace and Defense Industry
Methodology published in June 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.

API Technologies, Inc. designs, develops and manufactures
electronic components for military and aerospace applications,
including mission critical information systems and technologies.
Over the three months ended August 31, 2011 the company had
revenues of $69.2 million.


ATLANTIC POWER: S&P Assigns 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' corporate
credit rating to Atlantic Power Corp. "At the same time, we
assigned our 'BB-' issue rating and a '3' recovery rating to the
company's $460 million senior unsecured notes due 2018. The '3'
recovery indicates that unsecured creditors can expect meaningful
(50% to 70%) recovery if a payment default occurs. The outlook is
stable," S&P said.

"The rating on Atlantic Power reflects a fair business profile and
significant financial profile. Our business risk assessment
reflects the company's reliance on distributions from its
underlying portfolio of energy projects resource concentration
(natural gas) and some vulnerability to availability declines,"
S&P said.

"The financial risk profile reflects high leverage and
vulnerability to operation and maintenance cost increases," said
Standard & Poor's credit analyst Theodore Dewitt.

Atlantic Power is a Boston-based publicly traded corporation. On
Nov. 5, 2011, Atlantic Power completed its acquisition of Capital
Power Income L.P., a Canada-based publicly traded limited
partnership. After completing the acquisition, Atlantic Power has
30 operational power generation projects in the U.S. and Canada
totaling about 2,116 megawatts (MW). In addition, Atlantic
has one biomass project under construction (53.5 MW), a regulated
transmission line, and a majority interest in Rollcast Energy, a
biomass power plant developer with several projects under
development.

"The outlook on the ratings is stable. We could revise the ratings
if availability or generation is lower than expected, or if
operation and maintenance costs are higher. In addition, the
ratings could come under pressure from potential lower revenues
from projects with recontracting exposure, as they represent about
56% of generation. Improved recovery prospects or material
improvements in the risk profiles of several assets could result
in higher ratings," S&P said.


AXION INTERNATIONAL: To Offer 10,000 6% Convert. Preferred Shares
-----------------------------------------------------------------
Axion International Holdings, Inc., filed with the U.S. Securities
and Exchange Commission a Form S-1 registration statement relating
to the Company's offering of up to 10,000 6% Series A convertible
preferred shares, or the Series A preferred shares, and warrants
to purchase up to [    ] common shares to purchasers in this
offering.

The Company is also offering up to [    ] of the Company's common
shares issuable upon conversion of the Series A preferred shares
and [     ] of the Company's common shares issuable upon exercise
of the warrants.  The Series A preferred shares and warrants will
be sold in units for a purchase price equal to $1,000 per unit.
Each unit will consist of:

   (1) one Series A preferred share which is convertible into
       [   ] of the Company's common shares at a conversion price
       of $[   ] per common share;

   (2) one Class A Warrant to purchase [    ] of the Company's
       common shares for every common share underlying the
       preferred share included in such unit, exercisable at any
       time after the closing date at an exercise price of $[   ]
       per common share; and

   (3) one Class B Warrant to purchase [   ] of the Company's
       common shares for every common share underlying the
       preferred share included in such unit, exercisable at any
       time after the closing date at an exercise price of
       $[   ] per common share.

The conversion price of the Series A preferred shares and the
exercise prices for the warrants will depend upon market
conditions and will be determined by our Board of Directors after
consulting with the placement agent for this offering.  The
conversion price of the Series A preferred shares and the exercise
price of the Warrants are expected to be between $ [    ] and
$[    ].

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "AXIH."  The last reported sale
price of the Company's common stock on the Over-the-Counter
Bulletin Board on Dec. 20, 2011, was $0.70 per share.  There is no
established public trading market for the Series A preferred
shares or the warrants being sold in this offering and the Company
does not expect such a market to develop.

The Company has retained Ladenburg Thalmann & Co. Inc., or the
Placement Agent, to act as the Company's exclusive placement agent
in connection with this offering and to use its "best efforts" to
solicit offers to purchase the units.  The Company intends to
enter into a Placement Agency Agreement with the Placement Agent,
relating to the units offered by this prospectus.

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

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

                       http://is.gd/qdc5sl

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

As reported by the TCR on May 6, 2011, RBSM LLP, in New York,
expressed substantial doubt about Axion International's ability to
continue as a going concern, following its audit of the Company's
balance sheet as of Dec. 31, 2010, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash
flows for the three month period ended Dec. 31, 2010.  The
independent auditors noted that the Company has incurred
significant operating losses in the current year and also in the
past.

The Company also reported a net loss of $6.57 million on
$2.18 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $4.46 million on $1.25 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$5.96 million in total assets, $2.37 million in total liabilities,
$6.59 million in 10% convertible preferred stock, and a $3 million
total stockholders' deficit.


BIOZONE PHARMACEUTICALS: Issues Warrant to Buy 500,000 Shares
-------------------------------------------------------------
BioZone Pharmaceuticals, Inc., amended its Current Report on Form
8-K, as initially filed with the Securities and Exchange
Commission on Dec. 7, 2011.  The purpose of the Amendment was to
correct the number of warrants issued to the investor on Nov. 30,
2011.

Biozone issued 500,000 shares of its common stock, par value
$0.001 per share, pursuant to a Subscription Agreement entered
into on that date.

The Company issued 1,018,456 shares of its common stock, par value
$0.001 per share, upon conversion of the principal and all of the
interest due on a certain convertible promissory note issued by
the Company on Sept. 22, 2011, according to the conditions set
forth in that note.  In addition, pursuant to the terms of the
Securities Purchase Agreement related to the note, the Company
issued to the holder of the note a warrant to purchase 500,000
shares of its common stock at an exercise price of $1.00 per
share, not 250,000 shares as originally reported.

The Shares and warrants were issued to an accredited investor in
reliance upon the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended and Rule 506
promulgated by the Securities and Exchange Commission thereunder.

                           About Biozone

Biozone Pharmaceuticals, Inc., formerly, International Surf
resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the website
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

BioZone as of Oct. 29, 2011, is in default with respect to eleven
senior secured convertible promissory notes issued to various
accredited investors with an aggregate principal amount of
$2,250,000 due to the fact that the Company has not paid the
amount due on maturity.

The Company's balance sheet at Sept. 30, 2011, showed
$10.70 million in total assets, $10.88 million in total
liabilities, and a $177,712 total shareholders' deficiency.

"Our current balances of cash will not meet our working capital
and capital expenditure needs for the next twelve months.  In
addition, as of September 30, 2011, we have a shareholder
deficiency of $177,712 and negative working capital of $1,740,163.
Because we are not currently generating sufficient cash to fund
our operations and we have debt that is in default, we may need to
rely on external financing to meet future operating, debt
repayment and capital requirements.  These conditions raise
substantial doubt about our ability to continue as a going
concern."


BLUEKNIGHT ENERGY: Swank Capital Holds 32.1% of Common Units
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Swank Capital, L.L.C., and its affiliates
disclosed that, as of Dec. 20, 2011, they beneficially own
8,360,068 shares of common units of Blueknight Energy Partners,
L.P., representing 32.1% of the shares outstanding.  As previously
reported by the TCR on Nov. 28, 2011, Swank Capital disclosed
beneficial ownership of 7,205,068 shares of common units.  A full-
text copy of the amended Schedule 13D is available for free at:

                        http://is.gd/hVG4zh

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.

The Company also reported net income of $25.89 million on
$131.12 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $10.60 million on
$113.53 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$320.77 million in total assets, $333.23 million in total
liabilities, and a $12.46 million total partners' deficit.


BONDS.COM GROUP: Jefferies Discloses 35.8% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Jefferies & Company, Inc., and Jefferies
Group, Inc., disclosed that, as of Dec. 5, 2011, they beneficially
own 58,171,427 shares of common stock of Bonds.com Group, Inc.,
representing 35.8% of the shares outstanding.  The percentage is
based on 104,354,190 shares of common stock outstanding as of
Nov. 21, 2011, as disclosed by the Company in its most recent
quarterly report for the period ended Sept. 30, 2011 filed on
Nov. 21, 2011.  A full-text copy of the amended Schedule 13D is
available for free at http://is.gd/0ffgNq

                       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.


BRANCH BROOK: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Branch Brook Plaza Inc.
        c/o Joseph Gencarelli
        52 Myrtle Avenue
        Nutley, NJ 07110

Bankruptcy Case No.: 11-45780

Chapter 11 Petition Date: December 19, 2011

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

Judge: Rosemary Gambardella

Debtor's Counsel: Vincent Commisa, Esq.
                  WILDENHAIN CRINO, PC.
                  95 Mt. Bethel Road
                  Warren, NJ 07059
                  Tel: (908) 757-3900
                  Fax: (908) 757-9609
                  E-mail: vcommisa@wcpclaw.com

Scheduled Assets: $1,200,500

Scheduled Liabilities: $3,312,784

The Company's list of its 10 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb11-45780.pdf

The petition was signed by Joseph Gencarelli, president.


C&S GROUP: Moody's Affirms 'Ba3' Corporate; Outlook Now Stable
--------------------------------------------------------------
Moody's Investors Service revised the outlook for C&S Group
Enterprises LLC's (C&S) to stable from negative and affirmed the
company's Ba3 Corporate Family and Probability of Default ratings
and upgraded the senior secured notes rating to B1 from B2.

The stable outlook reflects Moody's opinion that C&S's operating
performance has remained stable despite the bankruptcy filing in
2010 of its largest customer at that time - The Great Atlantic and
Pacific Tea Company, Inc. (A&P). Although credit metrics
deteriorated in 2011 due to the increased pension liability
adjustment primarily associated with the closure of company's
Woodbridge logistics facility, the stable outlook also reflects
Moody's expectation that C&S's credit metrics will improve going
forward due to lower expected pension expense, increased sales
volumes and the increased contribution to EBITDA from the
company's Efficient Storage, Selection and Shipping ("ES3")
operation as it gains momentum.

"C&S has more than offset the lost A&P sales volume with new
contracts, increased sales to existing customers and has also
signed a new supply agreement with A&P which is planning to emerge
from bankruptcy in early 2012", Moody's Senior Analyst Mickey
Chadha stated. "Although the closure of the company's Logistics
Facilities in Woodbridge resulted in significant restructuring
charges that negatively impacted net profits and credit metrics in
2011, the closure will result in meaningful cost savings going
forward", Chadha further stated.

The upgrade in rating of the senior secured notes to B1 from B2
was due to the increase in C&S's unsecured liabilities associated
with multi-employer pension plans primarily resulting from the
closure of the company's Woodbridge logistics facilities
consistent with Moody's Loss Given Default Methodology.

These ratings were affirmed:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

Following ratings were upgraded and point estimates changed:

$300 million senior secured guaranteed notes due 2017 to B1 (LGD4,
67%) from B2 (LGD5, 87%)

RATINGS RATIONALE

C&S's Ba3 Corporate Family Rating continues to reflect the
company's leading position in a highly fragmented industry, thin
margins, high fixed cost structure, low funded debt, good
liquidity, customer concentration and the growth opportunity
resulting from the company's ES3 third party logistics solutions
business.

A material loss of revenue or negative impact on cash flow from
serviced stores due to closures or divestitures or loss of any
material customer could result in a downgrade. Quantitatively,
ratings could be lowered if EBITA/interest is sustained below 1.5
times or debt/EBITDA remains above 4.75 times.

A higher rating would likely require a more stable operating
environment, a continuation of current business volumes, sustained
EBITA/interest above 2.0 times, and sustained debt/EBITDA below
4.0 times.

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

C&S Group Enterprises LLC, issuer of the rated debt, is a
financing subsidiary of C&S Wholesale Grocers Inc. and four
affiliated operating companies (which together comprise the "C&S
Issuer Group"). C&S Wholesale Grocers is a distributor of
groceries to food retailers in the U.S. Consolidated revenues of
C&S Issuer Group are approximately $20 billion.


CAGLE'S INC: $18MM DIP Loan from AgSouth Farm Gets Final Approval
-----------------------------------------------------------------
The Hon. Joyce Bihary of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized, on a final basis Cagle's,
Inc., and Cagle's Farms, Inc., to (i) incur postpetition secured
superpriority indebtedness from AgSouth Farm Credit, ACA; and (ii)
use the cash collateral.

The lender made certain prepetition loans, advances and extended
other credit totaling approximately $33.5 million as of Nov. 30,
2011.  The lender asserts that the prepetition obligations are
secured by a first priority lien on certain of the Debtors'
accounts, inventory, real estate and equipment and other personal
property assets and a second priority security interest in the
Metlife Primary Collateral.

The loan consists of a debtor-in-possession facility of revolving
advances in an aggregate principal amount not to exceed
$17,934,000.

The Debtors would use of the proceeds of the DIP Facility for
working capital purposes and for repayment of the emergency
prepetition note obligations.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender replacement liens on
all of the Debtors' personal property and all of the Debtors' real
property and fixtures.  The adequate protection liens will be
junior only to: (a) prior permitted liens (including the liens of
Metlife in the Metlife primary collateral); (b) the carve-out; (c)
the dip liens in the collateral; and (d) the prepetition liens on
the prepetition collateral.

                           About Cagle's

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

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

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

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


CAGLE'S INC: Files Schedules of Assets and Liabilities
------------------------------------------------------
Cagle's Inc. filed with the Bankruptcy Court for the Northern
District of Georgia its schedules of assets and liabilities,
disclosing:

    Name of Schedule              Assets           Liabilities
    ----------------            -----------        -----------
A. Real Property               $50,902,000
B. Personal Property           $31,096,077
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                 $41,185,000
E. Creditors Holding
    Unsecured Priority
    Claims                                          $3,868,930
F. Creditors Holding
    Unsecured Non-priority
    Claims                                         $10,250,668
                                -----------        -----------
       TOTAL                    $81,998,077        $55,304,599

                           About Cagle's

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

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

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

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


CANO PETROLEUM: Board Approves Common Stock Delisting on NYSE
-------------------------------------------------------------
The board of directors of Cano Petroleum, Inc., on Dec. 20, 2011,
approved and authorized Cano to take definitive action to cause
the voluntary delisting of its common stock, par value $0.0001 per
share, on NYSE Amex.  That determination was based upon the
inability of Cano to regain compliance with the Exchange's
continued listing standards consistent with the plan it previously
submitted to the Exchange and within the time frame allotted by
the Staff of the Exchange.  On Dec. 21, 2011, Cano notified the
Exchange of its intention to file, on or about Jan. 3, 2012, a
Form 25 with the Securities and Exchange Commission to voluntarily
delist the Common Stock.  Cano anticipates that the Form 25 will
become effective 10 days after the date of filing and,
accordingly, expects that the last day of trading the Common Stock
on the Exchange will be on or about Jan. 13, 2012.

Cano anticipates that following the delisting from the Exchange,
the Common Stock will be quoted on the OTC Pink market, a
centralized electronic quotation service for over-the-counter
securities, so long as market makers demonstrate an interest in
trading the Common Stock.  Cano anticipates that its continued
trading will be under a newly assigned trading symbol.  Cano can
provide no assurance that trading of the Common Stock will
continue in the OTC Pink market or in any other forum.

                       About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company reported a net loss of $185.70 million on
$26.12 million of total operating revenues for the year ended
June 30, 2011, compared with a net loss of $11.54 million on
$22.85 million of total operating revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed
$65.43 million in total assets, $118.80 million in total
liabilities, and a $53.36 million total stockholders' deficit.

Hein & Associates LLP, in Dallas, Texas, noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

                       Bankruptcy Warning

In the past, the Company's strategy had been to convert its
estimated proved undeveloped reserves into proved producing
reserves, improve operational efficiencies in its existing
properties and acquire accretive proved producing assets suitable
for secondary and enhanced oil recovery at low cost.  Due to the
Company's current financial constraints, including continued
losses, defaults under the Company's loan agreements and the
Company's Series D Preferred Stock, no available borrowing
capacity, constrained cash flow, negative working capital, and
limited to no other capital availability, the Company is reviewing
strategic alternatives which include the sale of the Company, the
sale of some or all of the Company's existing oil and gas
properties and assets, potential business combinations, debt
restructuring, including recapitalizing the Company, and
bankruptcy.  The Company continues to focus on cash management and
cost reduction efforts to improve both its cash flow from
operations and profitability.


CAPITAL POWER: S&P Lowers Corporate Credit Rating to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered the long-term corporate
credit rating on Capital Power Income L.P. (CPILP) and CPI
Preferred Equity Ltd. (CPIPE) to 'BB-'. This action follows the
completion of Atlantic Power Corp.'s acquisition of CPILP on Nov.
5, 2011. "After the completion of the acquisition, we assigned our
corporate rating of 'BB-' to Atlantic Power. As CPILP and CPIPE
are both wholly owned subsidiaries of Atlantic Power after the
close of the transaction, their long-term corporate credit ratings
now match those of their corporate parent," S&P said.

"We arrive at the 'B-' global scale and 'P-4(low)' Canada scale
ratings by notching a full category down from the corporate credit
rating of 'BB-', as per our criteria. This represents the credit
risk that preferred stock carries in that the dividend is at the
discretion of the issuer and in bankruptcy proceedings preferred
stock would represent a subordinated claim," S&P said.

"The outlook on the ratings is stable. We could revise the ratings
if availability or generation is lower than expected, or if
operation and maintenance costs are higher. In addition, the
ratings could come under pressure from potential lower revenues
from projects with recontracting exposure, as they represent about
56% of generation. Improved recovery prospects or material
improvements in the risk profiles of several assets could result
in higher ratings," S&P said.


CASCADE BANCORP: Taps BDO USA as Accountants
--------------------------------------------
Cascade Bancorp engaged BDO USA, LLP, as its independent
registered public accounting firm for fiscal year 2012.

During the two preceding fiscal years and the interim period from
Jan. 1, 2011, through Dec. 20, 2011, the Company did not consult
with BDO USA, LLP, regarding either the application of accounting
principles to a specified transaction, or the type of audit
opinion that might be rendered on Company's financial statements,
and did not consult with BDO USA, LLP, as to any matter that was
either the subject of a disagreement or a reportable event.

On Dec. 19, 2011, the Company amended its bylaws to increase the
maximum number of authorized directors from eleven to twelve.

                       About Cascade Bancorp

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

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

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

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

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


CESAR RODRIGUEZ: Keeps Automatic Stay in Second Bankruptcy Case
---------------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul granted, in part, the Motion to
Extend Automatic Stay filed by Cesar and Magdalena Rodriguez.

The Rodriguezes first filed for Chapter 11 bankruptcy (Bankr. S.D.
Tex. Case No. 11-30271) on Jan. 4, 2011, to stop a foreclosure of
nonexempt real property that they owned.  Banco Popular North
America is the holder of promissory notes secured by real property
owned by corporation entities in which the Debtors own 100% of the
stock.  The Debtors signed personal guarantees on the BPNA loans.
BPNA holds security interests in the properties located at 3516
Fulton and 2836 Fulton, Houston, Texas.

In Case No. 11-30271-H3-11, the Debtors intended to fund the plan
with revenues generated from the operation of their restaurant
business and from the sale of some of the business property.  No
plan was proposed because, due to the downturn in the economy,
there was not enough revenue from the operation of their business
and they were unable to obtain a buyer for some of the business
property they proposed to sell.  With the Debtors' agreement, the
case was dismissed on Aug. 23, 2011, before confirmation.

BPNA again scheduled foreclosure proceedings for Dec. 6, 2011, and
on Dec. 5, 2011, the Debtors filed a second Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 11-40244).  The Debtors seek
continuation of the automatic stay as to all creditors.  BPNA
opposed.

Cesar Rodriguez testified that since the dismissal of the first
case, the Debtors have attempted to resolve their financial
problems by deciding to sell all of their property, including
their homestead, one of their restaurants, and the real property
used for their restaurant business.  The proceeds from these sales
will be used to fund their plan.  The Debtors' schedules reflect
that the value of the homestead and business properties is over
$3.59 million and that Debtors have $2.3 million in liabilities --
$2.06 million in secured debt, $115,000 is owed to the IRS and
unsecured creditors are owed $127,000.  The Debtors have entered
into Listing Agreements for the sale of their homestead and the
two properties located on Fulton.  The listing prices total $4.195
million and after the payment of the sales' commission, over $4.1
million would be available to fund the plan.  The Debtors collect
$6,000 per month in rental income from one of the restaurants and
propose to pay this amount to BPNA as adequate protection
payments.  All properties are insured.

In a Dec. 21, 2011 Memorandum Opinion, Judge Paul granted the
Debtor's request and extended the automatic stay as to all
creditors except BPNA.  As to BPNA the stay is extended for a
period of one year, conditioned on the Debtors' paying $6,000 per
month to BPNA during the course of the chapter 11 case, until a
plan is confirmed or BPNA is paid in full.

Judge Paul explained that the preponderance of the evidence
supports the Debtors' contention that the second case will be
concluded with a confirmed plan that will be fully performed.  The
Debtors have met their burden of proof and the presumption that
the case was not filed in good faith has been rebutted.

A copy of Judge Paul's decision is available at
http://is.gd/r3sGEFfrom Leagle.com.


CHARLES BRELAND: IRS Fails in Bid to Amend Priority Claim
---------------------------------------------------------
Chief Bankruptcy Judge Margaret A. Mahoney denied the request of
the Internal Revenue Service to amend its priority claim in
Charles Breland's bankruptcy case.  The Court, however, preserved
the IRS's right to amend its general unsecured claim, and granted
the agency's motion to compel production of documents on a limited
basis.

The IRS objected to confirmation of Mr. Breland's Plan, but
withdrew its objection when the debtor agreed to a Consent Order
that dealt with issues between the parties that were not covered
by the plan.  The IRS asserted that Mr. Breland owed it $2,020,697
-- $671,318 was for unsecured priority claims for income taxes
from 2004-2009; and $1,349,378 was a general unsecured claim for
"penalty to date of petition on unsecured priority claims" for the
failure of Mr. Breland to file his tax returns on a timely basis.

Judge Mahoney's order provides that any remaining discovery issues
under the motion to compel are set for hearing on Jan. 31, 2012,
at 8:30 a.m. in Courtroom 2, U.S. Bankruptcy Court, 201 St. Louis
Street, Mobile, Alabama.  A copy of the Court's Dec. 20 Order is
available at http://is.gd/hKSF73from Leagle.com.

Charles Breland filed a chapter 11 bankruptcy case (Bankr. S.D.
Ala. Case No. 09-11139) on March 11, 2009.  He is represented by
Robin B. Cheatham, Esq. -- robin.cheatham@arlaw.com -- at Adams
and Reese.  Mr. Breland confirmed a plan on Dec. 10, 2010.  The
plan was substantially consummated on Dec. 27, 2010.


CIT GROUP: To Redeem Additional $2 Billion of Series A Notes
------------------------------------------------------------
CIT Group Inc. said will redeem an additional $2 billion of 7%
Series A Second Lien Notes, including the $1.6 billion remaining
balance of its Notes maturing in 2015 and roughly $400 million of
its Notes maturing in 2016.  Following this redemption, roughly
$1.5 billion principal amount of the Notes maturing in 2016 and
roughly $2.9 billion principal amount of the Notes maturing in
2017 will remain outstanding.

CIT also said that in the fourth quarter it utilized existing
secured borrowing facilities to fund a portion of its railcar,
commercial aircraft and student lending portfolios.  The student
loans were primarily sourced from a 2003 student lending
securitization, Education Funding Capital Trust-II, with a
remaining balance of $500 million that the company redeemed at par
on Dec. 20, 2011.

"These actions highlight our continued progress lowering our
funding costs and positioning CIT for the future," said John A.
Thain, Chairman and Chief Executive Officer.  "As we advance our
strategic roadmap we will continue to provide much needed working
capital to the small business and middle market sectors."

Including the Series A redemptions, CIT will have eliminated or
refinanced over $17 billion of first lien and second lien debt
since the beginning of 2010, including $7.5 billion of first lien
debt, roughly $7.8 billion of Series A Notes and its entire $2.1
billion of Series B Notes.

The Company has provided a redemption notice for the Series A
Notes to the trustee and intends to complete the Series A
redemption on Jan. 23, 2012.  As provided under the terms of the
Series A Notes, the notes will be redeemed at par and will be
redeemed on a pro-rata basis among all of the 2015 and 2016 Series
A Notes.

                          About CIT Group

Founded in 1908, CIT Group (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $34 billion in
financing and leasing assets.  A member of the Fortune 500, 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.


CIT GROUP: Bankruptcy Judge Rules Against Firm in Tyco Dispute
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
has ruled against commercial lender CIT Group Inc. in a tax
dispute with former parent Tyco International Ltd.

As reported in Troubled Company Reporter on Nov. 9, 2011, Richard
Vanderford at Bankruptcy Law360 reports that reorganized CIT Group
Inc. asked a New York bankruptcy judge to kill a lawsuit its
former parent, Tyco International Ltd., brought over a $794
million tax agreement, saying the suit seeks an unfair payday.
Tyco's lawsuit, filed in June, aims to recover cash linked to a
tax agreement it entered into with CIT immediately before it sold
its stake in the lender in a 2002 initial public offering,
according to Law360.

                          About CIT Group

Founded in 1908, CIT Group (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $34 billion in
financing and leasing assets.  A member of the Fortune 500, 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.


COACH AMERICA: S&P Puts 'B-' Corp. Credit Rating on Watch Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Dallas,
Texas-based Coach America Holdings Inc., including the 'B-'
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch listing reflects our concern that Coach America's
financial risk profile could deteriorate further because of
earnings pressures, constrained liquidity, or limited financial
covenant headroom," said Standard & Poor's credit analyst Lisa
Jenkins.

In the past, the company's sponsor Fenway Partners has provided it
funding. However, the prospect for future contributions is unclear
at this time.

Coach is the largest charter bus operator and the second-largest
motorcoach services provider in the U.S. The company operates
buses under the Coach USA brand name as well as the Gray Line and
American Coach Lines brand names. Coach maintains the leading
position in most of the markets in which it competes but faces
competition from many smaller, local players.


COMSTOCK MINING: Mark Jewett Elected as Chief Accounting Officer
----------------------------------------------------------------
Comstock Mining Inc. announced the appointment of Mr. Mark A.
Jewett as Chief Accounting Officer and Mr. Judd B. Merrill as
Controller.

Mark has strong financial accounting, regulatory, internal control
and SEC reporting experience, having worked as Chief Financial
Officer, Chief Accounting Officer and Controller of various
publicly listed companies.  Among other responsibilities, he will
have primary responsibility over implementing financial management
work processes and related internal controls for a full production
environment.  Mark also worked for Arthur Anderson & Company and
holds a Bachelor of Science in Accounting and Computer Science
from Milligan College and a Masters of Accountancy from East
Tennessee State University.  He is a Certified Public Accountant
and a Certified Internal Auditor.

Judd also brings strong financial accounting and internal control
experience, having most recently worked as Assistant Controller at
Newmont Mining Corp. and Controller of Fronteer Gold Inc., both in
Nevada.  Prior thereto, Judd also worked for Meridian Gold Company
and Deloitte & Touche LLP.  He holds a Bachelor of Science in
Accounting from Central Washington University and a Masters of
Business Administration from the University of Nevada, Reno and is
a Certified Public Accountant.

"Both Mark and Judd are accomplished financial managers that
provide us with an excellent combination of strong public
accounting and reporting expertise and deep mining experience,"
said Corrado DeGasperis, CEO of Comstock Mining.  "They will
enhance our commitment to transparent, timely and effective
reporting, especially as we commence production activities on the
Comstock.  I would also like to thank Robert Faber for his
inexhaustible contributions to the Company during his tenure as
our Chief Accounting Officer."

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $60.32 million for the year
ended Dec. 31, 2010, compared with a net loss of $6.06 million
during the prior year.  The Company had no revenues from
operations for the years ended Dec. 31, 2010 and 2009.

The Company reported a net loss of $9.10 million on $299,246
of hotel revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $26.63 million on $0 of revenue for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $26.57
million in total assets, $10.01 million in total liabilities and
$16.55 million in total stockholders' equity.


CONVERSION SERVICES: Lori Cohen Resigns from Board of Directors
---------------------------------------------------------------
Conversion Services International, Inc., received a resignation
letter, dated Dec. 11, 2011, from Lori Cohen that effective
immediately, she resigns from the board of directors.  Ms. Cohen's
resignation was due to, among other things, the Company's alleged:

   -- breach of Ms. Cohen's employment agreement and subsequent
      failure to make any good faith effort to remedy the breach,
      now forcing Ms. Cohen to resort to filing a lawsuit in the
      near future;

   -- failure to pay Ms. Cohen all compensation due and owing to
      her, including accrued vacation time and bonuses, under her
      employment agreement; and

   -- failure to pay Ms. Cohen all compensation due and owing to
      her in violation of New Jersey's Wage Payment Law.

                 About Conversion Services Int'l

Conversion Services International, Inc., and its wholly owned
subsidiaries are principally engaged in the information technology
services industry in these areas: strategic consulting, business
intelligence/data warehousing and data management to its customers
principally located in the northeastern United States.

CSI was formerly known as LCS Group, Inc.  In January 2004, CSI
merged with and into a wholly owned subsidiary of LCS. In
connection with this transaction, among other things, LCS changed
its name to "Conversion Services International, Inc."

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial reports for 2009 and 2010.  The accounting
firm noted that the Company has incurred recurring operating
losses, negative cash flows, is not in compliance with a covenant
associated with its Line of Credit, maturing on March 31, 2011 and
has significant future cash flow commitments.

The Company reported a net loss of $733,505 on $11.31 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $796,124 on $13.41 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.15 million in total assets, $6.96 million in total liabilities,
and a $3.81 million total stockholders' deficit.


CRAWFORD AND COMPANY: Moody's Withdraws B1 Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn the B1 corporate family
and credit facility ratings on Crawford and Company, following the
repayment of all borrowings under the credit facility, which has
been terminated.

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

Crawford and Company (NYSE: CRDA and CRDB) is a claims management
service company headquartered in Atlanta, Georgia. For the nine
months ended September 2011, Crawford reported total revenue of
$860 million and net income of $41 million. Shareholders' equity
as of September 30, 2011 was $144 million.


CRYSTALLEX INTERNATIONAL: Informed of TSX Delisting
---------------------------------------------------
Crystallex International Corporation has received a letter from
the Toronto Stock Exchange stating that following the Dec. 5,
2011, Review, the Exchange determined that the Company does not
meet the Original Listing Requirements and plans to delist the
Company's shares effective at the close of market on Jan. 6, 2012.

Management is evaluating alternative exchange listing options.
Crystallex shares will continue to trade in the US on the OTCQB
market.

                   About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company also reported a net loss and comprehensive loss of
US$33.71 million for the nine months ended Sept. 30, 2011,
compared with a net loss and comprehensive loss of
US$27.66 million for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
US$19.77 million in total assets, US$115.07 million in total
liabilities and a US$95.29 million total shareholders' deficiency.

As at Sept. 30, 2011, the Company had negative working capital of
$92.6 million, including cash and cash equivalents of $7.6
million.  Most of this working capital amount is the obligation to
repay the Noteholders the principal amount of the $100 million
notes payable due on Dec. 23, 2011.  Management estimates that its
existing cash and cash equivalents and expected proceeds from
additional equipment sales will be sufficient to meet its on-going
requirements through 2012 assuming either a settlement or
refinancing of the notes; however, without receipt of additional
sources of financing, will not be sufficient to pay the notes.
The unilateral cancellation of the MOC by CVG and the subsequent
arbitration claim may impact on the Company's ability to raise
financing.  These material uncertainties raise substantial doubt
as to the ability of the Company to meet its obligations as they
come due and, accordingly, as to the ultimate appropriateness of
the use of accounting principles applicable to a going concern.


D&G PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: D&G Properties, Inc.
        3121 Lyle Drive
        Iowa City, IA 52240-9505

Bankruptcy Case No.: 11-04765

Chapter 11 Petition Date: December 16, 2011

Court: U.S. Bankruptcy Court
       Southern District of Iowa (Davenport)

Judge: Lee M. Jackwig

Debtor's Counsel: Dale G. Haake, Esq.
                  KATZ, HUNTOON & FIEWEGER, P.C.
                  1000 36th Avenue
                  P.O. Box 950
                  Moline, IL 61266-0950
                  Tel: (309) 797-3000
                  Fax: (309) 797-3330
                  E-mail: dhaake@katzlawfirm.com

Scheduled Assets: $1,143,000

Scheduled Liabilities: $937,530

The Company's list of its 11 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/iasb11-04765.pdf

The petition was signed by David A. Landau, president.


DELTA PETROLEUM: Wins Court OK to Tap $57.5MM Whitebox Loan
-----------------------------------------------------------
The Bankruptcy Court will hold a final hearing on Jan. 11, 2012,
to consider the request of Delta Petroleum Corporation to incur
postpetition DIP financing.

The Debtors have obtained financing commitment of up to
$57,500,000 in term loans from Whitebox Advisors LLC as agent
under the DIP facility.  The Debtors will use a portion of the
facility to refinance $38,500,000 owed under their prepetition
revolving and term loan facility with Macquarie Bank Limited,
which acquired interest in the prepetition loan from JPMorgan
Chase Bank, N.A.  The rest will be used to fund working capital
needs while in bankruptcy.

At a hearing on Dec. 21, the Debtors won interim authority to tap
$44,022,749 from the facility, of which up to $38,500,000 would
immediately be available to refinance the Pre-Petition Credit
Facility.

The DIP loan carries interest at a rate equal to 13% per annum
payable in cash plus 6% per annum of PIK interest that will be
capitalized monthly.  The PIK Interest is in lieu of an upfront
cash commitment fee and cash exit fee.  The default interest rate
is equal to the then applicable rate plus 2%.

The DIP Agent shall be paid an administrative agent fee of $85,000
at the time of the First Advance.

The DIP loan matures on the earlier of: (i) June 30, 2012; and
(ii) the date the DIP Obligations are accelerated upon an Event of
Default or otherwise.

The DIP facility requires the Debtors to meet these milestones:

     March 31, 2012  Letter of intent or similar agreement with
                     respect to the sale of substantially all of
                     the assets of the Borrower to be delivered to
                     Administrative Agent.

     April 30, 2012  Asset Purchase Agreement to be executed and
                     delivered to Administrative Agent.

At the Interim DIP hearing, the Debtors were able to resolve an
objection lodged by Zell Credit Opportunities Master Fund LP,
which assert a superpriority administrative expense under Sections
503(b)(1) and Sections 364 of the Bankruptcy Code.  ZCOF had
offered to provide $5,500,000 in DIP financing on an interim
basis.

The Interim DIP Order directs the Debtors to reimburse ZCOF during
the period beginning Dec. 16 through and including the closing
date of the Whitebox DIP facility for ZCOF's reasonable fees and
expenses incurred up to a cap on fees of $115,000.

Zell Credit Opportunities Master Fund, L.P. is represented by:

          Anthony W. Clark, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          One Rodney Square
          P.O. Box 636
          Wilmington, DE 19899
          Tel: (302) 651-3000
          E-mail: anthony.clark@skadden.com

               - and -

          Ron E. Meisler, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          155 North Wacker Drive
          Chicago, IL 60606
          Tel: (312) 407-0700
          E-mail: ron.meisler@skadden.com

The Debtors also requested permission from the Court to use cash
collateral securing their prepetition obligations to Macquarie in
order to fund operations pending interim approval of the DIP loan.
To protect Macquarie's interest in the Prepetition Collateral, the
Debtors propose that MBL be granted adequate protection in the
form of (a) monthly adequate protection payments commencing on
Jan. 1, 2012, (b) a replacement lien and security interest in the
Debtors' post-petition property and assets with the same
description, validity, extent and priority as the pre-petition
Liens and security interests held by Macquarie to the extent of
any diminution in value of its interests in the Prepetition
Collateral resulting from the use, sale or lease of the Cash
Collateral, (c) payment by the Debtors of the reasonable fees and
expenses of the professionals retained by Macquarie.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta listed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.

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


DELTATHREE INC: Receives Add'l $50,000 from D4 Holdings
-------------------------------------------------------
Each of deltathree, Inc., Delta Three Israel, Ltd., and DME
Solutions, Inc., entered into the Fourth Loan and Security
Agreement with D4 Holdings, LLC, on Sept. 12, 2011, pursuant to
which D4 Holdings provided to the Deltathree Entities a line of
credit in a principal amount of $300,000.

On Dec. 15, 2011, deltathree, Inc., received $50,000 from D4
Holdings pursuant to a notice of borrowing under the Loan
Agreement.

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

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

The Company also reported a net loss of $2.46 million on
$8.20 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.01 million on $9.98 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.63 million in total assets, $5.47 million in total liabilities
and a $3.84 million total stockholders' deficiency.

As reported in the TCR on March 23, 2011, Brightman Almagor Zohar
& Co., in Tel Aviv, Israel, expressed substantial doubt about
deltathree, Inc.'s ability  to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that of the Company's recurring losses from operations and
deficiency in stockholders' equity.

                        Bankruptcy Warning

In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation or ceasing operations.  In the event
that it is unable to secure additional funding, the Company may
determine that it is in its best interests to voluntarily seek
relief under Chapter 11 of the U.S. Bankruptcy Code.  Seeking
relief under the U.S. Bankruptcy Code, even if the Company is able
to emerge quickly from Chapter 11 protection, could have a
material adverse effect on the relationships between the Company
and its existing and potential customers, employees, and others.
Further, if the Company was unable to implement a successful plan
of reorganization, the Company might be forced to liquidate under
Chapter 7 of the U.S. Bankruptcy Code.


DESERT GARDENS: Has Access to US Bank's Cash Until Jan. 31
----------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona authorized Desert Gardens IV, LLC, to use the
cash collateral of US Bank National Association until Jan. 31,
2012.

US Bank serves as trustee, successor in interest to Bank of
America, National Association, as trustee, successor by merger to
LaSalle Bank National Association, as trustee, for the registered
holders of 10 Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, 11 Series 2007-
PWR15.

All security deposits made by any tenants of the Debtor at the
property -- a certain real property located at 13517 and 13621
West Glendale Avenue, Glendale, Arizona, together with all
easements, rights, privileges, structures, improvements, leases,
rents, furniture, fixtures, and other personal property pertaining
to or affixed there -- postpetition will comprise cash collateral.

The Court ordered that there will be no capital expenditures from
cash collateral except to make necessary repairs and refurbishment
on turnover of a unit, without the prior written consent of lender
or subsequent court order.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant US Bank replacement liens,
superpriority administrative expense claim status, subject to
carve out on certain fees.

Beginning in December 2011, on the 15th day of each month, the
Debtor will pay to lender adequate protection payments of $80,000,
plus the amount of any residual net operating income for the prior
month (on a cash accounting basis) after payment of expenses.

A full-text copy of the approved budget is available for free at
http://bankrupt.com/misc/DESERTGARDENS_CC_stipulatedorder.pdf

US Bank is represented by:

         Richard M. Lorenzen, Esq.
         PERKINS COIE LLP
         2901 N. Central Avenue, Suite 2000
         Phoenix, AZ 85012-2788
         Tel: (602) 351-8000
         Fax: (602) 648-7000
         E-mail: RLorenzen@perkinscoie.com

                      About Desert Gardens IV

Desert Gardens IV LLC, owner of a 532-unit Desert Gardens
apartments in Glendale, Arizona, filed for Chapter 11 protection
to halt foreclosure that was set for Nov. 14.  The project has two
31-story towers, one built in 1983 and the other in 2003.  U.S.
Bank, the secured lender, is owed $26.3 million.  The property is
estimated to be worth $16 million.

Desert Gardens IV filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 11-31061) on Nov. 4, 2011, in Phoenix.  Jennings, Strouss
& Salmon, P.L.C., serves as the Debtor's counsel.  Sierra
Consulting Group, LLC, is the financial advisor.  The Debtor
disclosed $16,138,707 in assets and $27,141,725 in liabilities in
its schedules.


EDIETS.COM INC: T. Hoyer Resigns as Chief Financial Officer
-----------------------------------------------------------
Thomas Hoyer notified eDiets.com, Inc., of his resignation as the
Company's Chief Financial Officer and corporate secretary.  Under
the terms of the Company's employment agreement with Mr. Hoyer,
the effective date of Mr. Hoyer's resignation is March 19, 2012.

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

eDiets.com reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

The Company also reported a net loss of $2.73 million on
$17.42 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $42.01 million on
$16.46 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.96 million in total assets, $4.27 million in total liabilities,
and a $314,000 total stockholders' deficit.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company said that in light of the results of its operations,
management has and intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more
lines of business, or all or a portion of the Company's assets,
entering into a business combination, reducing or eliminating
operations, liquidating assets, or seeking relief through a filing
under the U.S. Bankruptcy Code.


EDISON MISSION: Closes $242MM Financing for Wind Energy Projects
----------------------------------------------------------------
Edison Mission Energy, a subsidiary of Edison Mission Group, has
closed a $242 million financing for a portfolio of three
contracted wind energy projects in two states representing 204
megawatts of generation capacity.  The transaction was priced at
250 basis points over LIBOR with step-ups through maturity for the
10-year term loan.

The wind projects in the portfolio include two sites operating in
Oklahoma, the Taloga project, commissioned earlier this year with
a gross generating capacity of 130 MW and the Buffalo Bear
project, commissioned in 2008 with a gross generating capacity of
19 MW.  The third site in the portfolio is the Pinnacle project
nearing completion of construction in West Virginia, which will
have a gross operating capacity of 55 MW when operational.  The
projects sell electricity generated to utilities and public agency
customers under long-term power purchase agreements.

The financing package consists of a 10-year $214 million fully
amortizing term loan facility, and 10-year letter of credit and
working capital facilities totaling $28 million.  Approximately
$96 million of the credit facilities related to the Pinnacle
project will be available when the project achieves certain
completion milestones.  EME expects construction to be completed
and the requirements to be satisfied in the first quarter of 2012.
Funding available from the term loan facility when drawn will be
distributed to EME for general corporate purposes, net of
transaction costs.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or
leased interests in 39 operating projects with an aggregate net
physical capacity of 10,979 MW of which EME's pro rata share was
9,852 MW.  At Dec. 31, 2010, EME's subsidiaries and affiliates
also owned four wind projects under construction totaling 480 MW
of net generating capacity.

The Company's balance sheet at Sept. 30, 2011, showed
$9.60 billion in total assets, $6.86 billion in total liabilities
and $2.73 million total equity.

                           *     *     *

Credit ratings for EME, Midwest Generation and EMMT as of June 30,
2011, were as follows:

                  Moody's Rating     S&P Rating     Fitch Rating

EME                   Caa1             B-             CCC
(Senior Unsecured)

Midwest Generation     Ba3             B+             BB-
(First priority
senior secured)

EMMT                 Not Rated         B-             Not Rated


EMMIS COMMUNICATIONS: Kevan Fight Owns 57,750 Preferred Shares
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kevan A. Fight disclosed that, as of Dec. 12,
2011, he beneficially owns 57,750 shares of 6.25% Series A
convertible preferred stock and 140,910 shares of Class A common
stock representing 2.21% and .42% of the shares outstanding,
respectively.  A full-text copy of the filing is available for
free at http://is.gd/7RcACy

                    About Emmis Communications

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

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

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

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

                           *     *     *

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

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

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


EMMIS COMMUNICATIONS: Corre Holds 6.2% of Preferred Shares
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Corre Opportunities Fund, LP, and its
affiliates disclosed that, as of Dec. 12, 2011, they beneficially
own 163,090 shares of 6.25% Series A cumulative convertible
preferred stock and 397,939 shares of Class A common stock
representing 6.24% and 1.17% of the shares outstanding,
respectively.  A full-text copy of the filing is available for
free at http://is.gd/KJ281w

                     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.


ETHAN ALLEN: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Danbury,
Conn.-based Ethan Allen Interiors Inc. to stable from negative.
"We also affirmed our 'B+' corporate credit rating on the company.
At the same time, we raised our rating on the company's senior
unsecured debt to 'BB-' from 'B+', and revised the recovery
rating to '2' from '3'. The '2' recovery rating reflects our
expectation for a substantial (70% to 90%) recovery in the event
of a payment default," S&P said.

"The corporate credit rating affirmation and outlook revision
reflect our belief that Ethan Allen will further improve its
operating performance and credit measures as its business
continues to recover from the economic downturn," said Standard &
Poor's credit analyst Rick Joy. "Credit protection measures have
shown substantial improvement in recent quarters, reflecting
improved profitability and debt reduction."

"For the 12 months ended Sept. 30, 2011, we estimate the ratio of
total lease-adjusted debt to EBITDA improved to about 4.1x, from
8.4x in the previous-year period, while funds from operations to
adjusted debt improved to 24.7% from 16.1%. We believe credit
measures are close to indicative ratios for an 'aggressive'
financial risk profile (as our criteria define the term) and will
continue to see near-term improvement, as the economy and consumer
spending environment continues to recover. The raising of the
senior unsecured debt ratings reflects our estimate of increased
recovery on these notes given the company's improved EBITDA and
repayment of a portion of these notes through open market
purchases," S&P said.

"The ratings on Ethan Allen reflect our opinion of the company's
'aggressive' financial risk profile and a 'weak' business risk
profile. Key credit factors considered in our assessment include
the company's good brand awareness, strong retail distribution
network, exposure to the highly competitive residential
furnishings industry, and vulnerability to reduced discretionary
spending in an economic downturn. However, we believe the
potential for another downturn in the economy and further weakness
in the housing market remains a risk to further operating
performance improvement," S&P said.

"We expect Ethan Allen to further improve operating performance
and credit measures as its business continues to recover, and
sustain adjusted leverage at 5x or below. We could consider a
higher rating if operating performance continues to improve such
that the company is able to strengthen credit measures to levels
commensurate with a "significant" financial risk profile,
including achieving and sustaining adjusted leverage well below
4x. We estimate that the company could achieve adjusted leverage
well below 4x by the end of fiscal 2012 (June) in a scenario where
sales increase by more than 8% and EBITDA margins improve by more
than 200 basis points over the prior year. We could lower the
ratings if operating performance weakens such that adjusted
leverage exceeds 5.5x," S&P said.


FARM TO FAMILY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Farm to Family Naturally, L.L.C.
          dba Sappington Farmers Market
        8400 Watson Road
        Saint Louis, MO 63119

Bankruptcy Case No.: 11-53018

Chapter 11 Petition Date: December 16, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Spencer P. Desai, Esq.
                  DESAI EGGMANN MASON LLC
                  Pierre Laclede Center
                  7733 Forsyth Boulevard, Suite 2075
                  St. Louis, MO 63105
                  Tel: (314) 881-0800
                  Fax: (314) 881-0820
                  E-mail: sdesai@demlawllc.com

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

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 Nancy Smith, secretary.


FIBERTECH NETWORKS: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and other ratings on Rochester, N.Y.-based Fibertech
Networks LLC and revised the rating outlook to positive from
stable.

"At the same time, we revised our recovery ratings on the
company's senior secured debt to '3' from '4'. The '3' recovery
rating indicates our expectation for meaningful (50% to 70%)
recovery in a payment default. The issue-level ratings on this
debt remain at 'B'," S&P said.

"The revised recovery rating is due to a reassessment of our
valuation multiple to 5x a distressed level of EBITDA from 3x
given the company's 100% ownership of its fiber assets, which we
believe would provide greater value retention characteristics in a
default scenario versus a leased network," S&P said.

"The outlook revision reflects the company's strong revenue and
EBITDA growth through the first nine months of 2011, which
exceeded our expectations," said Standard & Poor's credit analyst
Gregg Lemos-Stein, "mainly due to the addition of several large
fiber-to-the-tower contracts with wireless carriers." "We consider
these growth rates sustainable for the next few quarters and now
expect debt to EBITDA, including our minimal adjustments for
operating leases, to decline below 4x by the end of 2011 with the
potential for further deleveraging in 2012 caused by EBITDA
growth. As a result, we now believe there is a one-third or
greater possibility of an upgrade of the company within the next
year."

"Our ratings assume that Fibertech's revenues and EBITDA will each
increase by more than 20% on a year-over-year basis for full-year
2011, with the potential for similar increases in 2012," added Mr.
Lemos-Stein. "However, we also expect the company's capital
investments to remain high to accommodate such growth, with
spending on new fiber routes leading to capital expenditures that
consume most or all of the company's cash flow from operations.
Consequently, we expect free operating cash flow (FOCF) to be
neutral to slightly negative for all of 2011 with limited
improvement in 2012. We recognize that capital investments should
enable the company to increase funds from operations over
the next few years, given the company's continued high EBITDA
margins relative to its peer group of fiber transport providers.
However, in the near term, we expect such investments to result in
only modestly positive to modestly negative FOCF generation."

"The outlook is positive. We expect 20% or greater revenue and
EBITDA growth for Fibertech for 2011 and 2012. However, we assume
that FOCF will remain negative in 2011 due to high capital
expenditures to support growth, with minimal improvement in 2012.
We could raise the rating if the company meets our targets for
revenue and EBITDA, as this would indicate greater potential for
improved FOCF in the long run, if capital expenditures level off
or moderate. Another positive rating factor would be if the
company fully repaid its revolving credit facility borrowings, as
this would improve liquidity, in our view," S&P said.

"On the other hand, we could revise the outlook back to stable or
to negative if greater-than-expected FOCF losses result in
diminished liquidity versus our expectations, or if Fibertech's
customer churn rises sharply due to competitive pressures or a
renewed economic downturn, leading leverage to rise back above 4x
with little prospect for improvement. We could also revise the
outlook back to stable or to negative if the company accelerates
its capital expenditures significantly from 2011 levels, and funds
the associated FOCF losses with substantial additional debt," S&P
said.


FILENE'S BASEMENT: Creditors Panel Balk at Ending 5th Avenue Lease
------------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that the committee of unsecured creditors in Syms Corp.'s
Chapter 11 bankruptcy case is objecting to its proposal to
terminate the lease on its Fifth Avenue Manhattan property, saying
the lease should be auctioned along with its other retail store
leases.

According to DBR, the creditors committee said in court documents
that the property, which never opened its doors but was intended
to be a Filene's Basement retail store, has a below-market rent in
a "burgeoning part" of New York City."  Paying $2.6 million to the
landlords to terminate the lease doesn't appear to be in
creditors' best interest, the committee said.

DBR relates a deal to sell the Manhattan building for $400 million
is now pending.  The committee says that the deal confirms the
lease's value.  The sale, however, is to be free of the Syms
lease.

Syms has refused to include the Manhattan property in its auction
plan, according to the committee, saying the landlord is
threatening to sue if the lease isn't terminated.  The committee
would like the bankruptcy court to reject Syms's lease termination
payment and order the lease to be sold at auction.

                         About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

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


FORCE FUELS: Posts $206,100 Net Loss in Oct. 31 Quarter
-------------------------------------------------------
Force Fuels, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $206,167 on $7,032 of revenues for the
three months ended Oct. 31, 2011, compared with a net loss
of $605,780 on $32,849 of revenues for the three months ended
Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed $1.06 million
in total assets, $1.42 million in total liabilities, and a
stockholders' deficit of $358,092.

As reported in the TCR on Dec. 6, 2011, Sadler, Gibb & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
Force Fuels' ability to continue as a going concern, following the
Company's results for the fiscal year ended July 31, 2011.  The
independent auditors noted that the Company had accumulated losses
of $3.8 million as of July 31, 2011.

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

                       http://is.gd/YbtNfk

Costa Mesa, Calif.-based Force Fuels, Inc.'s principal business
during the period ended Oct. 31, 2011, was the acquisition and
management of oil, gas and alternative energy operations.  The
Company's common shares are currently quoted on the OTC Pink
market of OTC Markets Group, Inc. under the trading symbol "FOFU."


FREEZE, LLC: Section 341(a) Meeting Rescheduled for Jan. 17
-----------------------------------------------------------
The U.S. Trustee for Region 3 rescheduled a meeting of creditors
of Freeze, LLC dba Sun Freeze, LLC and its affiliates -- Freeze
Holdings, LP, Freeze Group Holding Corp., Freeze Operations
Holding Corp. -- on Jan. 17, 2011, at 1:30 p.m.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, 2nd Floor, Room 2112, Wilmington, Delaware.

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

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

                         About Freeze LLC

Freeze, LLC dba Sun Freeze, LLC and its affiliates -- Freeze
Holdings, LP, Freeze Group Holding Corp., Freeze Operations
Holding Corp. -- filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case Nos. 11-13304 to 11-13306) on Oct. 14, 2011.  Laura
Davis Jones, Esq. at Pachulski Stang Ziehl & Jones LLP in
Wilmington, Delaware serves as counsel to the Debtors.

Freeze, LLC, scheduled $51.95 million in assets and $0 in
liabilities.  Freeze Group Holdings Corp. scheduled $0 in assets
and $51.94 million in liabilities.

FUEL DOCTOR: Dropped as Defendant in Drinville Class Action
-----------------------------------------------------------
Fuel Doctor Holdings, Inc. disclosed in its Form 10-Q for the
quarterly period ended Sept. 30, 2011, the Company is a defendant
in a matter entitled Drinville, on behalf of herself and others
similarly situated v. Fuel Doctor, LLC, and DOES 1-20, Inclusive,
filed March 16, 2011, in the Superior Court of the State of
California for the County of Los Angeles.  The Claim alleges
violation of various violations of California statutes principally
related to false advertising and consumer protection in that the
Company's products are alleged not to provide the benefits
claimed.  The suit seeks, among other things, class certification,
unspecified damages and exemplary damages.

On Nov. 21, 2011, the plaintiff filed an order with the Court
dismissing without prejudice the Claim against all defendants.

                         About Fuel Doctor

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

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

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


GAMETECH INTERNATIONAL: Kassbohrer Deposits $200,000 Into Escrow
----------------------------------------------------------------
GameTech International, Inc., on Nov. 2, 2011, entered into a
Purchase and Sale Agreement and Joint Escrow Instructions to sell
certain real property and improvements and certain other assets to
Kassbohrer All Terrain Vehicles, Inc., for a purchase price of
$6,125,000.

The property to be sold pursuant to the Agreement consists of the
Company's corporate headquarters in Reno, Nevada, which includes
approximately 4.9 acres of land and an industrial facility
consisting of approximately 115,000 square feet, and certain other
assets related to the property.  The Agreement also contemplates
that the Company would lease a significant portion of the Property
from the Buyer, for a period of approximately sixteen months from
the closing date.  All of the net proceeds from the sale of the
Property would be used to reduce the Company's outstanding debt.

On Dec. 16, 2011, the due diligence period provided for in the
Agreement expired and the Buyer elected to place a deposit in the
amount of $200,000 into escrow.  The Company anticipates a closing
date, completing the sale of the Property, to occur on or before
Dec. 28, 2011; subject to the satisfaction of customary closing
conditions.  Under certain circumstances, if the transaction fails
to close, the Company would retain the Buyer's $200,000 deposit.

                    About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

The Company's balance sheet at May 1, 2011, showed $40.19 million
in total assets, $32.33 million in total liabilities and $7.86
million in total stockholders' equity.


GENERAL MARITIME: Files POS AM to 2009 S-3 Registration Statement
-----------------------------------------------------------------
General Maritime Corporation filed on Dec. 20, 2011, a Post-
Effective Amendment No. 1 to Form S-3 on Form S-1 relating to the
Registration Statement on Form S-3 (File No. 333-157215), filed
with the Securities and Exchange Commission on Feb. 10, 2009, as
amended on March 5, 2009, and April 7, 2009 (the "Registration
Statement"), by General Maritime Corporation, a Marshall Islands
corporation.  The Registration Statement registered the sale of up
to $500,000,000 in aggregate principal amount of the Registrant's
debt securities, preferred stock, common stock, rights, warrants
and units (collectively, the "Securities").  The Registration
Statement was declared effective on April 8, 2009.  The Registrant
has terminated all offerings of its securities pursuant to the
Registration Statement. This Amendment is being filed to
deregister all unsold Securities registered pursuant to, and
terminate the effectiveness of, the Registration Statement.
Pursuant to Rule 401(b) under the Securities Act, the Company is
filing this Post-Effective Amendment No. 1 on Form S-1, as it is
currently ineligible to file a registration statement on Form S-3.

A copy of the POS AM is available for free at http://is.gd/awGQT2

                      About General Maritime

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

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

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

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

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

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

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


GENERAL MARITIME: Files RW to Withdraw 2010 Registration Statement
------------------------------------------------------------------
General Maritime Corporation, on behalf of itself and the other
Registrants, has requested the Securities and Exchange Commission
for an order granting the withdrawal of the Registration Statement
on Form S-3 (File No. 333-171505) of the Company and the
subsidiaries of the Company included as additional registrants
thereunder (together with the Company, collectively, the
"Registrants"), together with all exhibits thereto (collectively,
the "Registration Statement").  The Registration Statement was
originally filed with the Commission on Dec. 23, 2010, and was
never declared effective.

In the RW, the Company said it is requesting the withdrawal of the
Registration Statement because the transactions contemplated by
the Registration Statement were never initiated, and the need for
registration of the securities under the Registration Statement is
no longer necessary.

A copy of the RW is available for free at http://is.gd/3e8xjO

                      About General Maritime

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

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

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

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

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

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

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


GENERAL MARITIME: Deregisters Unsold Shares Under 2001 Stock Plan
-----------------------------------------------------------------
General Maritime Corporation filed on Dec. 20, 2011, on Form S-8
POS, a Post-effective Amendment No. 1 to its Registration
Statement on Form S-8 (File No. 333-156392), filed with the
Securities and Exchange Commission on Dec. 22, 2008 (the
"Registration Statement").  The Registration Statement registered
the sale of 1,624,347 shares (the "Shares") of the Registrant's
common stock, par value $0.01 per share (the "Common Stock"),
issuable pursuant to the Registrant's 2001 Stock Incentive Plan
(as amended and restated, effective Dec. 16, 2008).  This
Amendment is being filed to deregister all unsold Shares
registered pursuant to, and terminates the effectiveness of, the
Registration Statement.

A copy of the S-8 POS is available for free at http://is.gd/JQZQ2u

                      About General Maritime

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

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

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

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

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

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

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


GENERAL MARITIME: Deregisters Unsold Shares Under 2011 Stock Plan
-----------------------------------------------------------------
General Maritime Corporation filed on Dec. 20, 2011, on Form S-8
POS, a Post-effective Amendment No. 1 to its Registration
Statement on Form S-8 (File No. 333-174133), filed with the
Securities and Exchange Commission on Dec. 22, 2008 (the
"Registration Statement").  The Registration Statement registered
the sale of 7,500,000 shares (the "Shares") of the Registrant's
common stock, par value $0.01 per share (the "Common Stock"),
issuable pursuant to the Registrant's 2011 Stock Incentive Plan.
This Amendment is being filed to deregister all unsold Shares
registered pursuant to, and terminates the effectiveness of, the
Registration Statement.

A copy of the S-8 POS is available for free at http://is.gd/REATyr

                      About General Maritime

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

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

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

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

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

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

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


GETTY PETROLEUM: Sues Landlord Over Environmental Damage
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Getty Petroleum Marketing
Inc. is suing the owner of the 800 gas stations it leases in
response to a move by the landlord to force it to pay rent on the
properties.

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.

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.


GLOBAL ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Global Enterprises of Baker, L.L.C.
          dba Executive Inn & Suites
              Comfort Inn
        430 Main Street
        Baker, LA 70714
        Tel: (225) 771-1123

Bankruptcy Case No.: 11-11959

Chapter 11 Petition Date: December 19, 2011

Court: U.S. Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Lawrence R. Anderson, Jr., Esq.
                  SEALE, SMITH, ZUBER & BARNETTE
                  8550 United Plaza Boulevard, Suite 200
                  Baton Rouge, LA 70809
                  Tel: (225) 924-1600
                  Fax: (225) 924-6100
                  E-mail: lranderson@sszblaw.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 Chandrahas Shah, manager.


GLOBAL INVESTOR: Allied Global Discloses 25.2% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Allied Global Ventures, LLC, disclosed that, as of
Sept. 29, 2011, it beneficially owns 160,625,000 shares of common
stock of Global Investor Services, Inc., representing 25.23% of
the shares outstanding.  Gregory Barton Rice also disclosed
beneficial ownership of 60,186,667 shares of common stock.  A
full-text copy of the filing is available at http://is.gd/Gl4hfO

                       About Global Investor

Orem, Utah-based Global Investor Service, Inc., was incorporated
in the state of Nevada on Aug. 1, 2005.  Effective Sept. 18, 2006,
the Company changed its name to TheRetirementSolution.com, Inc.,
and on Oct. 1, 2008, the Company changed its name to Global
Investor Services, Inc.  The Company was initially formed to
market portfolios of stocks via subscription.  In 2007, a new
chief executive officer was installed and a strategy was developed
to create and market a diverse portfolio of products and services
for the financial education and financial information industry.
This strategy included strategic acquisitions, such as the
acquisitions of Razor Data, LLC, and Investment Tools and
Training, LLC, which have provided the Company with an integrated
platform in which it can market and deliver investor education
products and investor services.  The stock symbol is GISV.

The Company reported a net loss of $9.97 million on $2.01 million
of revenues for fiscal 2011, compared with a net loss of
$7.10 million on $1.14 million of revenues for fiscal 2010.

The Company also reported a net loss of $7.07 million on
$1.09 million of total revenue for the six months ended Sept. 30,
2011, compared with a net loss of $6.86 million on $757,130 of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.14 million in total assets, $3.50 million in total liabilities,
and a $2.36 million total deficiency in stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about Global
Investor Service's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net accumulated deficiency as of
March 31, 2011.


GMAC MORTGAGE: Moody's Affirms SQ Ratings, Ratings on Review
------------------------------------------------------------
Moody's has affirmed, and has maintained on review for downgrade,
these servicer quality ratings of GMAC Mortgage, LLC:

SQ3+ as a Primary Servicer of prime residential mortgage SQ3 as a
Primary Servicer of subprime residential mortgage loans SQ3 as a
Primary Servicer of second lien loans SQ3 as a Primary Servicer of
HLTV residential mortgage loans SQ3 as a Special Servicer

All of the company's SQ ratings, along with the ratings for a
number of Moody's-rated servicers, remain on review for downgrade
due to remaining uncertainty related to the possible settlement
between servicers and state attorneys general.

The company's SQ ratings are based on above average collection
abilities, strong loss mitigation results and average foreclosure
and REO timeline management. The loss mitigation assessment for
2nd lien loans was raised to strong from above average due to
solid performance relative to its peers.

GMAC Mortgage's primary servicing portfolio totaled approximately
2.5 million loans for an unpaid principal balance of approximately
$334 billion as of October 2011.

GMAC Mortgage is subsidiary of Residential Capital LLC, which is a
subsidiary of Ally Financial Inc., formerly GMAC Inc. Ally
Financial Inc.'s and ResCap have senior unsecured ratings of B1
and of Ca, respectively.

The previous rating action for GMAC Mortgage's SQ ratings occurred
on September 24, 2010. At that time, Moody's placed all of GMAC
Mortgage's primary and special servicer ratings on review for
possible downgrade due to irregularities in the company's
foreclosure process.

Since then, GMAC Mortgage has completed a review of its
foreclosure and REO processes, and revamped them. The company also
has implemented additional controls over the affidavit and notary
processes, and re-started the foreclosures that had been placed on
hold. The company also has maintained solid foreclosure and REO
timelines relative to its peers.

Moody's SQ ratings represent its view of a servicer's ability to
prevent or mitigate asset pool losses across changing markets. The
rating scale ranges from SQ1 (strong) to SQ5 (weak). Where
appropriate, a "+" or "-" modifier will be appended to the
relevant rating to indicate a servicer's relative servicing
quality within a particular category. Moody's servicer ratings are
differentiated in the marketplace by focusing on performance
management. SQ ratings for U.S. residential mortgage servicers
incorporate assessments of delinquency transition rates,
foreclosure timeline management, loan cure rates, recoveries, loan
resolution outcomes, and REO management -- all critical indicators
of a servicer's ability to maximize returns from mortgage
portfolios.

Moody's servicer ratings also consider the company's ability to
maintain its focus on high quality servicing in an economic
downturn. Servicing operations can be stressed by increasing the
number of delinquent loans while at the same time increasing the
need for liquidity. The SQ rating reflects Moody's expectation of
the impact that the servicing will have on the on-going credit
performance of the portfolio. For this reason, Moody's monitors SQ
ratings based on periodic information provided by servicers and
conducts a formal re-evaluation of its servicer ratings annually.

The other methodology used in this rating was "Moody's Approach to
Rating Residential Mortgage Servicers" published in January 2001.

Other factors used in this rating are described in "Updated
Moody's Servicer Quality Rating Scale and Definitions" published
in May 2005.


GMX RESOURCES: Closes 11.375% Senior Notes Due 2019 Tender Offer
----------------------------------------------------------------
GMX Resources Inc. said that effective Dec. 19, 2011, it accepted
tenders and consents from the holders of $198,030,000 aggregate
principal amount of its outstanding $200,000,000 11.375% Senior
Notes due 2019 in connection with its private exchange offer and
consent solicitation for the Existing Notes, which expired on Dec.
14, 2011.  Holders tendering in the exchange offer received new
Senior Secured Notes due 2017.

Pursuant to the terms of the exchange offer, holders of the
Existing Notes were entitled to exchange, for each $1,000
principal amount of Existing Notes tendered by that holder,
either: (a) $750.00 principal amount of New Notes or (b) $971.40
principal amount of New Notes, if the holder subscribed to
purchase for cash an additional $600.00 principal amount of New
Notes, to be issued at par, in a private placement being made to
the holders in connection with the Exchange Offer for each $1,000
principal amount of Existing Notes tendered by that holder.

Holders tendering pursuant to the Exchange and Purchase Election
tendered $144,555,000 million in aggregate principal amount of
Existing Notes.  Holders tendering pursuant to the Exchange Only
Election tendered $53,475,000 in aggregate principal amount of
Existing Notes.

On Nov. 2, 2011, the Company entered into separate support
agreements with holders of greater than 50% of the Existing Notes.
Pursuant to the Support Agreements the Supporting Holders agreed
to purchase their pro rata amount of New Notes offered in the
exchange offer and, if tendering holders do not elect to purchase
at least $100.0 million aggregate principal amount of New Notes in
connection with the exchange offer, to allow the Company to put to
them for cash purchase an amount of additional New Notes such that
the aggregate principal amount of New Notes issued is $100.0
million.  As consideration for the Backstop Obligations, the
Supporting Holders received an aggregate for all of the backstop
parties of approximately 3.88 million shares of common stock of
the Issuer and $3.0 million aggregate principal amount of Notes.

Including the New Notes issued as consideration for the Backstop
Obligations, the Company issued New Notes in an aggregate
principal amount of $283,520,000.  The Company received gross cash
proceeds of $100.0 million in connection with the issuance of the
New Notes, including approximately $13.3 million of cash from the
Supporting Holders pursuant to their Backstop Obligations.

In connection with the exchange offer and related consent
solicitation for the Existing Notes, the Company entered into a
supplemental indenture to the indenture governing the Existing
Notes to, among other things: eliminate substantially all of the
restrictive covenants and certain event of default provisions in
the indenture.  An aggregate of $1,970,000 principal amount of
Existing Notes not tendered and purchased pursuant to the tender
offer remains outstanding, and the holders thereof are subject to
the terms of the supplemental indenture.

The New Notes mature in December 2017.  The New Notes accrue cash
interest at 11.0% per annum.  The New Notes will be secured by
first-priority perfected liens on substantially all right, title
and interest in or to substantially all of the assets and
properties owned or acquired by the Company and the guarantors.

                        About GMX Resources

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

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

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

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

                           *     *     *

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

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

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

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


GMX RESOURCES: Moody's Cuts Sr. Unsecured Notes Rating to 'Ca'
--------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured notes of
GMX Resources Inc. (GMX) to Ca from Caa3, changed the Probability
of Default Rating (PDR) to Ca/LD from Ca, and affirmed the Caa3
Corporate Family Rating (CFR). The LD rating on the senior
unsecured notes will be withdrawn in 3 days and the PDR changed to
Caa3. The outlook is negative. These actions follow the company's
announcement that it has closed an exchange offer for the senior
unsecured notes. The exchange will result in the conversion of all
but $2 million of the senior unsecured notes into senior secured
notes, as well as the issuance of additional amounts of senior
secured notes. Moody's has not rated the new senior secured notes.

RATING RATIONALE

The Caa3 CFR reflects Moody's expectation of potential liquidity
issues through the first quarter of 2013, leverage which is high
and expected to increase, negative cash flow coverage of
sustaining capital expenditures, small scale in terms of
production and proven developed reserves, production which
consists of 92% natural gas in a low gas price environment, and
the execution risk associated with the company's very early stage
liquids focused drilling efforts in the Bakken and Niobrara. The
exchange offer, combined with the recent $49.7 million Volumetric
Production Payment (VPP), which Moody's views as debt in Moody's
leverage calculations, increases third quarter 2011 debt / average
daily production to $42,674/boe from $39,978/boe.

The SGL-4 liquidity rating reflects weak liquidity. Moody's
expects GMX to have very high negative free cash flow, with
planned capital expenditures of $102 million for 2012 expected to
exceed by approximately $88 million the company's estimated 2012
cash flow. The exchange, which netted new cash of $88 million
after paying exchange costs and accrued interest on the senior
unsecured notes, the VPP, and the recent $18.5 million hedge
monetization increased liquidity by approximately $156 million,
with a portion of this amount used to repay the borrowing base
credit facility, which had $30 million drawn as of September 30,
2011. Subsequent to these transactions the borrowing base credit
facility was terminated. Additional liquidity may be raised during
2012 if GMX is able to sell a portion of its Niobrara assets as
planned.

The terms of the secured notes allow for the issuance of up to $10
million of additional debt with no specific conditions or
limitations. In addition to the $10 million, debt that ranks
junior to the secured notes and used to refinance either tranche
of convertible notes would also be allowed. Any new debt which
does not fall into these two categories would be subject to a 2.5x
consolidated coverage ratio test (which Moody's believes GMX would
be highly unlikely to meet). The terms of the secured notes do
permit certain asset sales, which could potentially provide
additional liquidity. Upon completion of the December notes
issuance, the credit facility will be terminated and GMX will not
have any financial covenants.

The Ca senior unsecured note rating reflects GMX's overall
probability of default, to which Moody's assigns a PDR of Caa3,
and a loss given default of LGD5-85%. The size of the secured
notes' potential priority claim relative to the unsecured notes
results in the unsecured notes being rated one notch beneath the
Caa3 CFR under Moody's Loss Given Default Methodology.

The negative outlook reflects the potential for the CFR and note
ratings to be lowered if liquidity deteriorates further. The CFR
could be downgraded if liquidity deteriorates, which is most
likely to happen if the company is unable to refinance its debt
maturity in the first quarter of 2013. The ratings could be
upgraded if liquidity improves significantly with greater cash
coverage of interest expense and capital expenditures due to cash
proceeds from asset sales and significantly increased liquids
production.

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

GMX Resources Inc. is an independent exploration and production
company headquartered in Oklahoma City, OK.


GREAT POINT: S&P Puts 'BB+' Rating on $220MM Loan on Watch Pos.
---------------------------------------------------------------
Standard & Poor's Rating Services placed its 'BB+' rating on Great
Point Power LLC's (GPP) $220 million senior secured term loan on
CreditWatch positive. This action follows the Dec. 15, 2011
announcement that Neptune Regional Transmission System and
Crockett Cogeneration will be sold to FREIF North American Power
I. A controlling interest in that entity will be held indirectly
by First Reserve Corp. The '1' recovery rating is unchanged.

"On Dec. 15, a press release on the First Reserve Website stated
that First Reserve, an energy and infrastructure private equity
company, will acquire a number of assets from ArcLight Capital.
Among these assets is Neptune Regional Transmission System, a 500-
kilovolt underwater transmission line connecting Long Island, N.Y.
and the PJM Interconnection, and Crockett Cogeneration, a 240-MW
gas-fired power plant in Crocket, Calif. These are the primary
assets of Great Point Power, and, as such, the project's credit
agreement does not allow them to be sold. We expect the senior
secured term loan to be fully repaid so Neptune and Crocket could
be sold to FREIF North America Power I," S&P said.

"We will resolve the CreditWatch placement as the sale process
proceeds. We would withdraw the rating if the senior secured term
loan is fully repaid," S&P said.


GREEN EARTH: Francesco Galesi Discloses 17.6% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Francesco Galesi disclosed that, as of Feb. 19, 2010,
it beneficially owns 29,555,293 shares of common stock of Green
Earth Technologies, Inc., representing 17.6% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/Ly6eYa

                   About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

The Company reported a net loss of $12.20 million on $7.50 million
of net sales for the year ended June 30, 2011, compared with a net
loss of $12.88 million on $2.43 million of net sales during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.49 million in total assets, $6.02 million in total liabilities,
all current, and a $2.53 million total stockholders' deficit.

Friedman LLP, in East Hanover, New Jersey, noted that the
Company's losses, negative cash flows from operations, working
capital deficit and its ability to pay its outstanding liabilities
through fiscal 2012 raise substantial doubt about its ability to
continue as a going concern.


GREEN FIELD: S&P Assigns 'CCC+' Corporate; Outlook Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to Lafayette-based Green Field Energy Services Inc.
The outlook is developing.

"At the same time we assigned a 'CCC+' issue rating to Green
Field's $250 million senior secured notes due 2016. We assigned a
'3' recovery rating to the notes, indicating our expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default," S&P said.

Proceeds from the notes offering should be used to refinance
existing debt as well as fund near-term capital spending.

"Our rating on Green Field Energy Services reflects its short
operating history; high near-term spending needs, about $245
million over the next 18 months; 'less-than-adequate' liquidity,
as our criteria define the term; and limited contracted revenue,"
said Standard & Poor's credit analyst Paul Harvey. Over the next
six to nine months, GFES' ability to maintain sufficient liquidity
will be dependent on the timely construction and delivery of eight
turbine-powered hydraulic fracturing spreads, including two to
Shell Western Exploration and Production Inc. (Shell). A
meaningful delay in the start of operations could impair liquidity
given GFES' high near-term capital spending needs and limited
operating cash flows. Ratings also encompass the potential
for rapidly improving financial measures and liquidity if GFES can
meet its scheduled spread deliveries, which should allow it to
significantly improve cash flows and liquidity.

GFES was formed in 2011 following the acquisition of oilfield
services company Hub City Industries LLC by Michel Moreno, and is
currently 93.3% owned by Moreno. GFES provides hydraulic
fracturing services and assembles turbine powered fracturing
equipment. In addition, it provides well services, including
coiled tubing and cementing. Finally, GFES has entered long-term
leases on two sand mines, from which it intends to produce sand
for hydraulic fracturing and for more generic aggregate uses.

"The outlook is developing. We could raise ratings over the next
nine to 12 months if GFES is able to execute its growth strategy.
Timely commencement of the Shell contract is pivotal to this
strategy, as is the establishment of a credit facility to enhance
liquidity. We could lower ratings if anticipated contracts,
particularly Shell's, are delayed, and/or GFES fails to maintain
sufficient liquidity to fund expected interest expense costs," S&P
said.


HAWAII MEDICAL: Proposes Prime Healthcare-Led Auction on Jan. 5
---------------------------------------------------------------
Hawaii Medical Center, et al., ask the U.S. Bankruptcy Court for
the District of Hawaii to authorize the sale of substantially all
assets of the estate in an auction led by Prime Healthcare
Foundation - Hawaii, Inc.

The buyer offered buy the assets for $25,000,000 minus certain
purchase price adjustments including the balance due at the
closing of the sale under the Debtors' loans with MidCap Financial
L.L.C. which will be assumed by the buyer.

In addition, the buyer has agreed to invest at least 15 million
within five years in capital improvements and other items
necessary to the successful operation of the hospital.

The estimated proceeds for the estate will be $18 million after
payment of the MidCap loan.  The estimated net proceeds would
permit payment in full of allowed cure claims, allowed
administrative claims, fees and cost associated with the sale, a
modest dividend to creditors holding allowed unsecured claims, and
a substantial payment to ST. Francis.

The Debtors propose a Jan. 5, 2012, auction at 10:00 a.m.
Competing bids are due two days prior to the auction.

The Court will consider the sale of the assets to Prime Healthcare
or the  winning bidder at a hearing on Jan. 9.

The consummation of the transactions contemplated by the agreement
will take place at 9:00 a.m., local time on Jan. 12, at the
offices of the Title Company.

In the event of any competing bids for the assets, resulting in
Prime Healthcare not being  the successful buyer, it will receive
a breakup fee of $625,000 to  be paid at the time of the closing
of the sale with such third party buyer.

A full-text copy of the motion and APA is available for free at:

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

                 About Prime Healthcare Foundation

Prime Healthcare Foundation - Hawaii, Inc., is a Delaware non-
stock corporation organized exclusively for charitable purposes
under Section 501(c)(3) of the Internal Revenue Code or its
permitted assignee, Prime A Investments, L.L.C, and Bio-Med
Services - Hawaii.

                    About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and
McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors'
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  In its petition, Hawaii Medical Center estimated $50 million
to $100 million in assets and $100 million to $500 million in
debts.  The petitions were signed by Kenneth J. Silva, member of
the board of directors.

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the Petition Date, the aggregate outstanding
principal on the Prepetition MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is $46,851,772.  The principal
balance of the Prepetion MidCap Revolving Loan is $7,676,495.  The
amount owed under the Prepetition St. Francis Term Loan is
$39,175,277, secured by St. Francis's first priority lien on,
among other things, all real property of the Debtors.

Through the Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America LLC, discontinued management of the reorganized Debtors.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.  The
Debtors obtained confirmation of their Chapter 11 plan in May 2010
and emerged from bankruptcy in August 2010.

The Debtor disclosed $74,713,475 in assets and $91,599,563 in
liabilities as of the Chapter 11 filing.

St. Francis Healthcare System of Hawaii is represented by Jonathan
H. Steiner, Esq. -- steiner@m4law.com -- at McCorriston Miller
Mukai Mackinnon LLP; and Joshua M. Mester, Esq. -- jmester@dl.com
-- at Dewey & LeBoeuf LLP.


HERITAGE CONSOLIDATED: Wants Cash Collateral Access Until Dec. 31
-----------------------------------------------------------------
Heritage Consolidated, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas to approve a stipulation extending
until Dec. 31, 2011, the use of cash collateral.

The stipulation was entered between the Debtor and the Official
Committee of Unsecured Creditors.  Stipulations have been
previously filed with the Court for the monthly periods until
November 2011.

                   About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The Debtors tapped Malouf & Nockels LLP's as special counsel;
Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM
LLP as special bankruptcy counsel to HSC; and Bridge Associates,
LLC, as financial advisor and designate Scott Pinsonnault as
interim chief restructuring officer.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases of Heritage
Consolidated LLC and its debtor-affiliates.


HORIZON LINES: Amends Form S-1 Registration Statement
-----------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 1 to Form S-1 registration statement
relating to the resale or other disposition of up to:

   -- 2,420,231 shares of Horizon Lines, Inc.'s common stock;

   -- 23,848,740 warrants to purchase shares of the Company's
      common stock;

   -- $178,781,456 in aggregate principal amount of new 6.00%
      Series A Convertible Senior Secured Notes due 2017 issued by
      the Company and guaranteed on a senior basis by all current
      and future domestic subsidiaries of the Company; and

   -- $99,323,032 in aggregate principal amount of new 6.00%
      Series B Mandatorily Convertible Senior Secured Notes issued
      by the Company and guaranteed on a senior basis by the
      Guarantors.

The Company's common stock is quoted on the OTCQB Marketplace
under the symbol "HRZL."  The new notes and warrants are not
listed on a national or regional securities exchange.  The Company
intends to seek to list the warrants for trading on a national
securities exchange at such time as the Company can meet the
listing requirements applicable to those warrants.

A full-text copy of the amended prospectus is available for free
at http://is.gd/be7gSN

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

The Company's balance sheet at Sept. 25, 2011, showed
$677.4 million in total assets, $801.7 million in total
liabilities, and a stockholders' deficit of $124.3 million.

Ernst & Young LLP, in Charlotte, North Carolina, expressed
substantial doubt Horizon Lines' ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 26, 2010.  The independent auditors noted that there is
uncertainty that Horizon Lines will remain in compliance with
certain debt covenants throughout 2011 and will be able to cure
the acceleration clause contained in the convertible notes.

"The Company believes the Oct. 5, 2011 refinancing transactions
more fully described in Note 18 to these financial statements have
resolved the concern as to compliance with debt covenants
throughout the remainder of 2011," the Company said in the filing.
"In addition, the Company believes it will be in compliance with
its debt covenants through 2012."

                           Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                          *     *     *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


IMAGEWARE SYSTEMS: Completes $10 Million Equity Financing
---------------------------------------------------------
ImageWare Systems, Inc., announced the completion of a $10 million
equity financing in a private placement to a group of
institutional and qualified individual investors.  MDB Capital
Group LLC, an investment bank focused exclusively on companies
possessing or seeking to develop market changing, disruptive
technologies and intellectual property (IP), acted as sole
placement agent for the offering.

ImageWare sold 20 million shares of its common stock at $0.50 per
share for gross proceeds to the Company of $10 million.  The
Company also issued 10 million five-year common stock warrants to
the investors with an exercise price of $0.50 per share.
ImageWare intends to use the proceeds from the offering to
aggressively market its services and to expand its intellectual
property position and for general corporate purposes.

In conjunction with this offering, the Company's Series C and
Series D preferred stock and remaining outstanding convertible
debt were automatically converted into common stock at $0.50 per
share.

"We believe this financing gives us the working capital to
successfully execute the Company's long-term business plan," said
ImageWare Chairman and CEO, Jim Miller.  "For the first time in
many years, ImageWare is debt free and fully funded, allowing us
to aggressively and competitively bid for new business without the
lingering cloud of how our balance sheet appears to our potential
customers.  We expect this difference to be meaningful and help
propel our growth.

"ImageWare starts 2012 with a solid book of business, a strong
balance sheet, and an aggressive, sustainable growth strategy.  We
will continue to grow our government and law enforcement business
as we now also target the enterprise and consumer markets.  The
proliferation of mobile devices and mobile financial transactions
are requiring the most nimble approaches to ID management.  The
evolving future of biometrics lies in identity management for the
cloud and we intend to target our open, plug & play, scalable,
end-to-end solution as a SaaS (software as a service) business
along side our traditional offerings.

"It is also important to note that we look forward to utilizing
the resources of MDB Capital to assist us in the strengthening and
further development of a more formidable intellectual property
position."

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

                          *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.

According to the Company's Form 10-Q, there is substantial doubt
about the Company's ability to continue as a going concern.  The
Company cited continuing losses, negative working capital and
negative cash flows from operations.


INDIANTOWN COGENERATION: S&P Withdraws 'BB+' $505MM Bond Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' rating on
Indiantown Cogeneration Funding Corp.'s $505 million 1994
amortizing first mortgage bonds due 2020 (about $255 million
outstanding as of Sept. 30, 2011) and the parity $125 million 1994
tax-exempt bonds issued by the Martin County (Fla.) Industrial
Development Authority on behalf of Indiantown Cogeneration L.P. at
the issuer's request. "We also withdrew the '3' recovery rating on
the debt. The tax-exempt bonds are due 2025 ($125 million
outstanding on Sept. 30, 2011). Principal payments on the tax-
exempt bonds begin in 2020. Indiantown Cogeneration Funding Corp.
is a wholly owned subsidiary of Indiantown Cogeneration L.P.," S&P
said.


INTERNAL FIXATION: Three New Directors Elected to Board
-------------------------------------------------------
The Board of Directors of Internal Fixation Systems, Inc., voted
to increase the number of directors on the Board of Directors from
three to six and to fill the vacancies created by such increase by
electing Jay Higgins, Bob Kuechenberg and Hugh Quinn to the
Company's Board of Directors.

In connection with the election of the three new directors, the
Company's Board of Directors also established a Compensation
Committee to be comprised entirely of the three newly elected
directors, all of whom are independent directors.

In addition, all three new director appointees were each granted
stock options to purchase 100,000 shares of the Company's common
stock at an exercise price of $1.00.  The options vest in three
equal increments each year commencing on Dec. 15, 2011, and are
exercisable for a period of three years from the applicable
vesting date.

On Dec. 15, 2011, the Company's Board of Directors adopted the
Amended and Restated Bylaws of the Company, which became effective
immediately upon their adoption by the Board.  The Amended and
Restated Bylaws include amendments that, among other things:

    -- provide more comprehensive provisions regarding annual
       meetings of shareholders and notice thereof;

    -- provide that regular meetings of the Board of Directors may
       be at any time or date and at any place within or without
       the State of Florida which has been designated by the Board
       of Directors and publicized among all directors either
       orally or in writing, by telephone, facsimile, telegraph or
       telex, or by electronic means;

    -- enhance provisions regarding the establishment and
       structure of committees of the Board of Directors;

    -- simplify the provisions regarding indemnification; and

    -- add provisions regarding bank accounts and books and
       records.

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

Goldstein Schechter Koch P.A., in Hollywood, Florida, expressed
substantial doubt about Internal Fixation Systems' ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company had a net loss of
$781,440 for the year ended Dec, 31, 2010, cumulative losses since
inception of $757,218 and a working capital deficit of $123,409.

The Company also reported a net loss of $1.69 million on $185,669
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $375,478 on $89,537 of net sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.54
million in total assets, $1.24 million in total liabilities and
$302,043 in total stockholders' equity.


INTELSAT SA: Offers to Exchange 7 1/4% Senior Notes Due 2019
------------------------------------------------------------
Intelsat Jackson Holdings S.A. filed with the U.S. Securities and
Exchange Commission a Form S-4 registration statement relating to
an offer to exchange any of Intelsat Jackson Holdings S.A.'s 7
1/4% Senior Notes due 2019 for newly issued 7 1/4% Senior Notes
due 2019, and to exchange any of Intelsat Jackson Holdings S.A.'s
7 1/2% Senior Notes due 2021 for newly issued 7 1/2% Senior Notes
due 2021.  The new notes will be issued under an indenture dated
as of April 5, 2011.  This offer will expire at 5:00 p.m., New
York City time, on [    ], 2012, unless the Company extends the
offer.

There is no existing public market for the original notes, and
there is currently no public market for the new notes to be issued
in the exchange offer.

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

                        http://is.gd/QMoTKB

                          About Intelsat

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

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

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

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

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

                          *     *     *

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


JANKO UAL: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: Janko UAL Acquisition, LLC
        31807 Middlebelt Road, Suite 102
        Farmington Hills, MI 48334

Bankruptcy Case No.: 11-71926

Chapter 11 Petition Date: December 19, 2011

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

Judge: Steven W. Rhodes

Debtor's Counsel: Elias Xenos, Esq.
                  THE XENOS LAW FIRM, PLC
                  261 E. Maple Road
                  Birmingham, MI 48009
                  Tel: (248) 812-9495
                  Fax: (248) 498-6272
                  E-mail: etx@XenosLawFirm.Com

Estimated Assets: $0 to $50,000

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

The petition was signed by David P. Jankowski, member.

The Company's list of its largest unsecured creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Williams Refrigeration & Heating   Heating and              $2,245
27332 Van Dyke Avenue              Cooling Services
Warren, MI 48093


JOHN DRIGGS: US Trustee Gets More Time to Challenge Dickstein Fees
------------------------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a stipulation and
consent order between Dickstein Shapiro LLP and the United States
Trustee for Region 4 extending to Jan. 5, 2012, the time within
which the U.S. Trustee may file any comment, objection or other
responsive pleading that he may have to the Sixth and Final Fee
Application of Dickstein Shapiro, as counsel for the Plan
Committee in the John Driggs reorganization case (Bankr. D. Md.
Case No. 91-42718).  The extension does not include the time
within which the Debtor, any creditor, or any other party-in-
interest may object to the Fee Application.  A copy of the
Stipulation and Consent Order dated Dec. 21, 2011, is available at
http://is.gd/nbXZB3from Leagle.com.

Gerard R. Vetter -- gerard.r.vetter@usdoj.gov -- Assistant U.S.
Trustee, in Greenbelt, Maryland, entered into the stipulation.

Dickstein Shapiro is represented by:

         George R. Pitts, Esq.
         DICKSTEIN SHAPIRO LLP
         Washington, DC
         Tel: (202) 420-2200
         Fax: (202) 420-2201
         E-mail: pittsg@dicksteinshapiro.com


JOHN MCCOMBS: Heritage First Bank Wins Automatic Stay Relief
------------------------------------------------------------
Chief Bankruptcy Judge Margaret A. Mahoney granted Heritage First
Bank relief from the automatic stay in the bankruptcy case of John
W. McCombs, Jr., pursuant to a Dec. 21, 2011 order available at
http://is.gd/8Wj76yfrom Leagle.com.  Mr. McCombs owns and
operates six rental properties located in Baldwin County, Alabama.
Heritage First Bank possesses a security interest in the
properties by virtue of a $1,233,000 mortgage loan executed on
Feb. 16, 2007.  The mortgage agreement included an assignment of
rents clause and a monthly mortgage payment of $9,596.  The
assignment of rents clause included form language from a Fannie
Mae rider that the parties utilized in the loan transaction.  In
late 2010, the Debtor ran into financial difficulties and was
unable to make his payments to Heritage pursuant to the note and
mortgage.  His last mortgage payment to Heritage was made in
October 2010.  Meanwhile, the payoff amount of the mortgage debt
owed to Heritage on the date of the bankruptcy filing was
$1,235,619.  As of Nov. 1, 2011, the balance of the debt and the
principal value of the loan were $1,281,763 and $1,189,231,
respectively.

John W. McCombs Jr. filed for Chapter 11 bankruptcy (Bankr. S.D.
Ala. Case No. 11-01293) on March 31, 2011.   A. Richard Maples,
Jr., Esq. -- maplex@bellsouth.net -- at Maples & Fontenot, LLP, in
Mobile, Ala., serves as the Debtor's attorney.  Christopher Kern,
Esq., in Mobile, Ala., represents Heritage First Bank.


KANSAS CITY: Moody's Raises Corporate Family Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Kansas City
Southern and The Kansas City Southern Railway Company, corporate
family rating to Ba1 from Ba2. The ratings for KCS and KCSR have
stable outlooks. The ratings for Kansas City Southern de Mexico
S.A. de C.V. ("KCSM", a wholly-owned subsidiary of KCS) have been
affirmed, CFR at Ba2 with a stable outlook.

RATINGS RATIONALE

The ratings upgrade for KCS reflects its strengthening credit
profile evidenced by improvements in the company's leverage,
profitability, and liquidity over the last year, and Moody's
expectations that the company will be able to sustain strong
credit metrics over the near term. The operating ratio
(essentially one minus operating margin) at KCS' US operations,
which is predominantly represented by the company's US railroad
subsidiary KCSR, are expected to remain in the low-70% range over
the near term. This compares well to other larger, higher-rated
Class I railroads, and will result in strong operating cash flow
to support the on-going network investment that is important to
support service levels and pricing increases.

Coupling margin improvement with KCS' completion of its
refinancing initiatives in 2011, leverage (Debt to EBITDA) at the
company's US operations is estimated at less than 3.0 times as of
September 2011, and EBIT to Interest is over 4 times. These
measures map closely against other Ba1 rated companies. As
important, the company has done well over the past few years to
reduce and refinance a substantial portion of its long term debt,
extending maturities and lowering its cost of capital. The recent
redemption of $124 million of 13% senior notes will have the most
dramatic impact on the company's debt service requirements,
lowering total debt (including Moody's standard adjustments) by
10% and interest expense by approximately 20%. Moody's believes
that the improvements in the company's capital structure will
further improve credit metrics, and will also provide critical
protection for the company against a severe deterioration in
credit metrics in a potential recessionary scenario.

Although operating results are also strong at KCS' Mexican
railroad, KCSM, the overall debt levels at this subsidiary remain
somewhat elevated. Whereas debt at US operations now represents
approximately 100% of revenue in the US, which is roughly in-line
with the Class I railroad average, KCSM's $1.3 billion of total
debt represents over 140% of revenue. KCSM's credit metrics -- LTM
September 2011 Debt to EBITDA of 2.9 times and EBIT to Interest of
3.2 times -- are appropriate for the Ba2 rating, but lag those of
the US operations. Moreover, with higher debt levels relative to
its size, Moody's believes that KCSM does not enjoy the same
protection from a weakening in metrics as will the US operations
in the event of a recession. KCSM's ratings also take into account
recent distributions that it has made to its shareholder, KCS, and
some potential that distributions in the future could keep KCSM's
debt elevated.

The ratings or the outlook for KCS and KCSR could be raised if the
company can further reduce leverage, while at the same time grow
its revenue base and improve margins. The company would need to
demonstrate sustained operating ratios at US operations in the
low-70% range through the business cycle, while maintaining
leverage below 2.5 times Debt to EBITDA and EBIT to Interest in
excess of 5 times. The ability to consistently generate positive
free cash flow while maintaining capital spending of at least 17%
of revenue will also be important for a ratings upgrade at KCS and
KCSR.

Rating could be lowered if operating conditions were to
unexpectedly deteriorate, such that operating ratios would
approach 80%, with negative free cash flow ensuing despite
reductions in capital spending in such a downturn. Ratings could
also be lowered if the company undertakes an aggressive
shareholder return policy, possibly using cash flow or additional
debt to fund such a program.

Upgrades:

   Issuer: Kansas City Southern

   -- Probability of Default Rating, Upgraded to Ba1 from Ba2

   -- Corporate Family Rating, Upgraded to Ba1 from Ba2

   Issuer: Kansas City Southern Railway Company (The)

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2
      from Ba3

Assignments:

   Issuer: Kansas City Southern

   -- Multiple Seniority Shelf, Assigned (P)Ba2, LGD5, 77%

   Issuer: Kansas City Southern Railway Company (The)

   -- Multiple Seniority Shelf, Assigned (P)Ba2, LGD5, 77%

The principal methodology used in rating Kansas City Southern and
rated subsidiaries was the Global Freight Railroad Industry
Methodology, published March 2009. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Kansas City Southern operates a Class I railway in the central
U.S. (The Kansas City Southern Railway Company) and, through its
wholly-owned subsidiary Kansas City Southern de Mexico, S.A. de
C.V., owns the concession to operate Mexico's northeastern
railroad.


KAREN PARTNERS: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Karen Partners, LP
          dba Karen Pines Apartments
        380 Linden Street
        Reno, NV 89502

Bankruptcy Case No.: 11-53833

Chapter 11 Petition Date: December 19, 2011

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

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

Scheduled Assets: $6,059,375

Scheduled Liabilities: $7,109,662

The Company's list of its 18 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb11-53833.pdf

The petition was signed by Robert F. Nielsen, general partner.


KLN STEEL: Can Use Banco Popular Cash Collateral Until Jan. 13
--------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized, in a second interim order,
KLN Steel Products Company, LLC, et al. (11-12855) to use cash
collateral until Jan. 13, 2012.

Banco Popular North America Lender claims a security interest in
substantially all of the assets of the Debtors.

The Debtors would use the cash collateral to operate their
business operations postpetition.

The Court set a Jan. 12 final hearing, at 1:30 p.m., on its
requested cash collateral use.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender a lien upon all of
the pre-petition collateral, all of the post-petition collateral,
and all of the accounts, subject to carve out on certain expenses.

A full-text copy of the order and approved budget is available for
free at http://bankrupt.com/misc/KLNSTEEL_CC_order_budget.pdf

Shelter Forest International, Inc., in its objection, related that
the Debtor has failed to propose in good faith a fair, equitable
or indubitable equivalent or adequate protection for the interest
of Shelter.

By virtue of the sale of specially fabricated materials under
Oregon law to Furniture by Thurston, and the improvement of
chattel articles, Shelter is a secured creditor.  Moreover,
Shelter is a critical vendor to Debtor because of Debtor's special
and unique need to use the specified and customized materials on
projects on which Debtor is obligated to the U.S. Government.

Shelter Forest is represented by:

         Ben L. Aderholt, Esq.
         Joe Virene, Esq.
         LOOPER REED & McGRAW, P.C.
         1300 Post Oak Blvd., Suite 2000
         Houston, Texas 77056
         Tel: (713) 986-7000
         Fax: (713) 986-7100

               About KLN Steel Products Company LLC

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

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


LOCAL SERVICE: Court Approves Settlement Deal With Watson Trustee
-----------------------------------------------------------------
Bankruptcy Judge Elizabeth E. Brown approved settlement agreements
entered into by Simon Rodriguez, the Chapter 11 trustee for Local
Service Corporation, and Jeffrey A. Weinman, the Chapter 7 trustee
for the estate of John D. Watson, who owned stock interest in LSC.

In 2008, the LSC Estate sued Mr. Watson's spouse, Valdonna
asserting fraudulent conveyance claims relating to Mr. Watson's
transfer to her of real property in Carbondale, Colorado.  The LSC
Estate also commenced a separate adversary proceeding against KC
Webb Properties, LLC, et al., in which the LSC Estate asserted
fraudulent conveyance claims relating to several parcels of real
property located throughout Colorado.

In 2008, the LSC Estate and the Watson Estate jointly commenced a
lawsuit against Blake Industrial Park LLC in which the Plaintiffs
asserted fraudulent conveyance claims relating to real property
located in Denver, Colorado.

In 2009, the Watson Trustee commenced an adversary proceeding
against Mrs. Watson in which the Watson Trustee asserted
fraudulent conveyance claims relating to three real properties in
Breckenridge, Colorado.

The LSC Estate obtained a default judgment in the KC Webb
Adversary and obtained both real and personal property as a result
of that judgment.

In the Breckenridge Mountain Estates Adversary, the Court found in
Mrs. Watson's favor after a trial on the merits and dismissed the
Watson Trustee's claims with prejudice.

The Blake Adversary and the Carbondale Adversary are pending.

In May 2011, the Trustees entered into a settlement agreement with
BIP and its members in which the Trustees agreed to release their
claims in the Blake Industrial Adversary and the Carbondale
Adversary proceedings in exchange for a portion of the proceeds of
the sale by BIP of some of the Blake Industrial Park property at
issue in the Blake Industrial Adversary.  The Regional
Transportation District has agreed to purchase the Blake Property
from BIP for $3,020,950.

After paying the first deed of trust and other closing costs for
the sale of the Blake Property to RTD, the remainder of
$1,958,363.69 was placed in escrow pending this Court's resolution
of the Trustees' settlement.

After payment of an escrow fee, the Trustees agreed to two
specified carve-outs before proceeds would be divided between BIP
and the Trustees; the first of $50,000 to Mrs. Watson for re-
payment of property taxes she had advanced over past years to
preserve the Blake Property; and the second of $100,000 to BIP for
estimated clean-up costs on the Blake Property before its sale to
RTD.

After accounting for those carve-out payments, the net proceeds
for division in the settlement were $1,804,863.  After paying 25%
of those net proceeds, or $451,215, to the Watson Estate for the
Watson Trustee's interest as a member of BIP, the balance of
$1,353,647 is to be, under the Settlement Agreement, split equally
between BIP and the Trustees, representing a collective payment of
$676,823 to the Trustees.  The Trustees agreed to split that
amount evenly between the two estates, with each Trustee receiving
$338,411.92.

If the Settlement Agreement is approved, the Trustees will
collectively receive $1,128,039, which represents a payment of
$789,627 to the Watson Estate and a payment of $338,411 to the LSC
Estate. As a result of those payments, the Trustees will
collectively receive 63% of the total net proceeds generated by
the sale of the Blake Property to RTD.

Alpine Bank is the only creditor who objected to the proposed
settlement, arguing that the Trustees had a good probability of
prevailing on the fraudulent transfer claims in the Blake
Industrial Adversary, and if the Trustees did prevail, they would
receive a higher percentage of the money being held in escrow.  In
addition, Alpine Bank objected to the two carve-outs to which the
Trustees had agreed before splitting the proceeds from RTD.

In a Dec. 19, 2011 Findings of Fact and Conclusions of Law is
available at http://is.gd/ZNlNClfrom Leagle.com, the Court
concluded the Settlement Agreement provides the Trustees with
compensation that is commensurate with the value of the claims
they are releasing under that agreement.  The Court also said the
Settlement Agreement is in the best interests of the creditors of
the LSC and Watson Estates.

Local Service Corporation filed for Chapter 11 bankruptcy (Bankr.
D. Colo. Case No. 08-15543) on April 25, 2008.  In June 2010, the
U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11
trustee for the LSC estate.

John D. Watson, who held stock interests in LSC, is a debtor in a
separate Chapter 7 case.  Jeffrey A. Weinman was appointed as the
Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D.
Colo. Case No. 07-21077) in February 2008.  Mr. Weinman became the
sole board member of LSC, elected himself President, and was
authorized to make decisions for LSC.

Creditors substantially overlap in both cases.


LOCAL SERVICE: Named as Plaintiff in Suit v. Elbert County
----------------------------------------------------------
Judge Lewis T. Babcock granted the request of various landowners
in Elbert County, Colorado, to amend their class action lawsuit
against the county's Board of Commissioners to (i) expand the
definition of the class and (ii) add Local Service Corporation,
through its Chapter 11 bankruptcy trustee, Simon E. Rodriguez, as
plaintiff.

The Plaintiffs, which include Onyx Properties LLC; Emerald
Properties, LLC; Valley Bank and Trust, a Colorado State Bank; and
Paul and Shauna Naftel, assert class claims pursuant to Fed. R.
Civ. P. 23 for violations of their constitutional rights under 42
U.S.C. Sec. 1983, "including, but not limited to, the Fifth and
Fourteenth Amendment" resulting in a taking of property rights by
Elbert County without due process of law.  The Plaintiffs also
assert individual claims under Sec. 1983 for the loss of their
individual property rights by Elbert County's enforcement of its
allegedly invalid zoning regulations.  They seek damages, as well
as injunctive relief enjoining Elbert County "from any further use
of their invalid Zoning Regulations against" Plaintiffs and all
other members of the public.

The Plaintiffs seek to expand the proposed class definition from
"a class consisting of all persons who have on or after August 28,
1997 (1) submitted an application for an A-1 rezone; and (2) all
persons who have had the A-1 provisions of the Zoning Regulations
as amended by Wolf (inclusive of the Wolf Maps) and Elbert County
enforced against them regarding the A-1 zone" to "all persons who
submitted any application under Elbert County's Zoning Regulations
and who were subjected to the county's enforcement of any aspect
of its Zoning Regulations."

Elbert County, in response, said its lack of opposition "should
not be construed as a waiver of any of the Defendant's defenses
regarding this party's claims."

The case is ONYX PROPERTIES LLC, a Colorado Limited Liability
Company; EMERALD PROPERTIES, LLC, a Colorado Limited Liability
Company; VALLEY BANK AND TRUST, a Colorado State Bank; PAUL
NAFTEL, an individual; and SHAUNA NAFTEL, an individual, v. BOARD
OF COUNTY COMMISSIONERS OF ELBERT COUNTY; and KENNETH G. ROHRBACH,
KAREN L. ROHRBACH, PAUL K. ROHRBACH, and COMPOST EXPRESS, INC., a
Colorado Corporation, v. BOARD OF COUNTY COMMISSIONERS OF ELBERT
COUNTY, in its official capacity, Civil Case No. 10-cv-01482-LTB-
KLM, Consolidated No. w/11-cv-02321-RPM-MJW (D. Colo.).  A copy of
the Dec. 19, 2011 Order is available at http://is.gd/ZpgVeYfrom
Leagle.com.

Local Service Corporation filed for Chapter 11 bankruptcy (Bankr.
D. Colo. Case No. 08-15543) on April 25, 2008.  In June 2010, the
U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11
trustee for the LSC estate.

John D. Watson, who held stock interests in LSC, is a debtor in a
separate Chapter 7 case.  Jeffrey A. Weinman was appointed as the
Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D.
Colo. Case No. 07-21077) in February 2008.  Mr. Weinman became the
sole board member of LSC, elected himself President, and was
authorized to make decisions for LSC.

Creditors substantially overlap in both cases.


LONGVIEW POWER: S&P Assigns 'B+' Rating to Credit Facilities
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Longview Power LLC's (Longview) $660.2 million in senior secured
first-lien credit facilities and raised the rating to 'B+' from
'B' on $612.55 million in existing senior-secured debt. The latter
were also removed from CreditWatch, where they were placed with
positive implications on May 25, 2011. "We have assigned the '3'
recovery rating to the facilities, indicating an expectation of
meaningful (50% to 70%) recovery of principal in the event of a
payment default. In May 2011, we assigned preliminary ratings to
the facilities pending financial close and finalization of ring-
fencing legal documents. This rating action follows a review of
these documents and also reflects the progress of construction,
with the plant achieving substantial completion on Dec. 15, 2011.
The outlook on all ratings is negative," S&P said.

"This outlook reflects a combination of higher interest rates on
the term loans compared with those assumed at the time of the
preliminary rating," said Standard & Poor's credit analyst
Swaminathan Venkataraman. "But, more importantly," added Mr.
Venkataraman, "it reflects the substantially weakened outlook for
merchant energy revenues and coal prices. If commodity
prices for power and coal realized by the project stay at the
level of the current forward curve, we believe Longview can
maintain its 'B+' rating. However, downside risks do exist in
light of the current global economic conditions or if the project
faces start-up troubles in stabilizing operations."

The facilities consist of a $450.8 million term loan maturing in
2014, a $499.2 million term loan maturing in 2017 ($100 million in
revolving credit facilities maturing in 2013 ($61.8 million) and
2014 ($38.2 million), a $100 million synthetic letter of credit
(LOC) facility and a $25 million synthetic revolving facility. All
of them carry the same rating and are secured by a first lien on
the Longview Power plant, the Mepco coal mine, and all associated
contracts. Some of these credit facilities were part of the
original financing, such as the 2014 term loan and the secured
revolving and LOC facilities, and their 'B' ratings were placed on
CreditWatch with positive implications at the time of the
preliminary rating assignment on the 2017 term loan. "These
ratings are now 'B+'. Also, we are withdrawing our 'B' ratings on
the $250 million construction facility and the $350 million
delayed draw bank loan, which were part of the original capital
structure but which have now been subsumed into the two term
loans," S&P said.


LOS ANGELES DODGERS: Taps Covington fir Sale of Telecast Rights
---------------------------------------------------------------
Los Angeles Dodgers LLC asks the U.S. Bankruptcy Court for the
District of Delaware for approval to employ Covington & Burlington
LLP as special counsel.

Upon retention, the firm will, among other things:

   a. negotiate on behalf of the Debtors the terms of a potential
      transaction involving the telecast rights;

   b. prepare on behalf of the Debtors all necessary transactional
      documents in connection with a potential transaction
      involving the telecast rights; and

   c. perform all other necessary legal services in connection
      with a potential transaction involving the Telecast Rights
      as may be requested by the Debtors is deemed necessary or
      appropriate by Covington (excluding legal services in
      connection with obtaining this Court's approval of any such
      media rights deal, which will instead be provided by the
      Debtors' bankruptcy counsel, Dewey & LeBoeuff LLP)

Douglas G. Gibson attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

   Personnel                    Rates
   ---------                    -----
   Lead Attorney                $830
   Paralegal/non-attorney     $275-$940

                    About Los Angeles Dodgers

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

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

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

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

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

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

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

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

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


MAYAN PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mayan Properties
        16000 Ventura Boulevard, Suite 600
        Encino, CA 91436

Bankruptcy Case No.: 11-29238

Chapter 11 Petition Date: December 19, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Matthew Q. Callister, Esq.
                  CALLISTER & ASSOCIATES
                  823 Las Vegas Boulevard S, Suite 500
                  LAS VEGAS, NV 89101
                  Tel: (702) 385-3343
                  Fax: (702) 385-2899
                  E-mail: mqc@call-law.com

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

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

The Company's list of its eight largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb11-29238.pdf

The petition was signed by John Dolmayan, managing member.


MCJUNKIN RED: S&P Affirms 'B' Corporate; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Houston-based McJunkin Red Man Corp. to stable from negative. "We
also affirmed our ratings on McJunkin, including the 'B' corporate
credit rating," S&P said.

"In addition, we affirmed the 'B-' issue-level rating on the
company's senior secured notes due 2016. The '5' recovery rating
on the notes, indicating our expectation of modest (10%-30%)
recovery in the event of a payment default, remains unchanged,"
S&P said.

"The 'B' corporate credit rating on North American steel
distributor McJunkin reflects what we consider the combination of
its 'aggressive' financial risk profile and 'weak' business risk
profile (as defined in our criteria)," explained Standard & Poor's
credit analyst Fred Ferraro. "Our assessment of its aggressive
profile reflects the company's relatively high debt to EBITDA,
thin interest coverage, and minimal free cash flow through the end
of 2012. Its weak business risk profile, in our view, reflects its
exposure to a highly fragmented and competitive industry with
cyclical end markets; volatile steel prices; and relatively slow
inventory turnover, which can hurt profitability in periods of
rapidly rising or falling prices. Still, the company does maintain
geographic and customer diversity, a highly variable cost
structure and a large maintenance, repairs, and operations (MRO)
revenue base, which, in our view, is a more stable source of cash
flow."

"The revision of the outlook to stable reflects our expectation
that McJunkin's near-term operating performance will continue to
slowly improve," added Mr. Ferraro, "as a recovery in some of its
end markets, particularly the North American upstream and
midstream markets, takes hold." "However, the combination of
potentially rising steel costs and a highly competitive market
could hinder the company from passing increases on to customers
and compress margins, although we do not expect this to happen in
the near term."

"The rating outlook is stable. We expect that McJunkin's operating
performance will benefit from an improving energy sector end
markets, resulting in credit metrics remaining at a level we would
consider in line with the 'B' rating given its weak business risk
profile. Specifically, we expect EBITDA to approximate $325
million to $350 million in 2012, resulting in debt leverage
of less than 4.5x and liquidity and FFO to adjusted debt of about
15%," S&P said.

"We may take a positive rating action in the near term if earnings
improve faster than we currently anticipate due to a greater-than-
expected rebound in demand, resulting in credit metrics improving
to a level we consider more in line with a higher rating, with
leverage declining to below 4x," S&P said.

"We would consider lowering the rating if end-market demand
unexpectedly deteriorates, resulting in weaker-than-expected
operating performance and deterioration in credit metrics such
that leverage would exceed 5x. This could occur if energy prices
drop precipitously and a sharp decline in the rig counts follows,"
S&P said.


MEDSCI DIAGNOSTICS: Court OKs Employment of Damages Expert
----------------------------------------------------------
MedSci Diagnostics, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
Ramon J. Cao Garcia, Phd., of Asesoria Y Consulta, Inc. as expert
in damages.

MedSci has chosen Dr. Cao and his firm because the financial
intricacies of this case warrant an in-depth analysis beyond the
knowledge and expertise held by the average economist.  Dr. Cao is
well qualified to perform the intricate, in-depth work required in
this case.  MedSci wishes to retain this firm for statistical
analysis of economic damages resulting from loss of economic
opportunities and diminished business reputation, which will help
to demonstrate the losses incurred by MedSci as a result of its
contract with the State Insurance Fund.

The firm's hourly rates are:

    Personnel                    Rates
    ---------                    -----
  Ramon J. Cao Garcia, Ph.D.     $150
  Jose J. Cao Alvira, Ph.D.      $125
  Staff                           $50

This firm requires a retainer of $5,000, out of which invoiced
fees and out of pocket expenses will be deducted until the
retainer is exhausted.

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

                     About MedSci Diagnostics

San Juan, Puerto Rico-based MedSci Diagnostics, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No.
10-04961) on June 6, 2010.  Edgardo Munoz, Esq., at Edgardo Munoz,
PSC, serves as counsel to the Debtor.  The Company disclosed
US$57,900,732 in total assets and US$6,770,211 in total
liabilities in its schedules.


MONEY TREE: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------
The Money Tree Inc. filed with the Bankruptcy Court a list of
its 20 largest unsecured creditors, disclosing:

     Entity                       Nature of Claim        Amount
     ------                       ---------------        ------
John N. McLendon                  Unsecured Note     $1,212,932
137 Pye Pond Road
Leesburg, GA 31763

John H. Edgeman                   Unsecured Note       $703,807
PO Box 1539
Rocky Face, GA 30740

Henry Flournoy                    Unsecured Note       $684,493
105 Pirates Cove
St. Simons Island, GA 31522

Pink Swink Jr                     Unsecured Note       $652,703
796 North Etowah Drive
Canton, GA 30114

Irvin M. Teall                    Unsecured Note       $617,388
2010 Burl Lane Road
Iron City, GA 39859

Maxine Teall                      Unsecured Note       $616,415
2010 Burl Lane Road
Iron City, GA 39859

FTC of Onaga                      Unsecured Note       $598,130
f/b/o William D. Bragg
121 Greenwood Drive
Warner Robins, GA 31093

Catherine T. Brown                Unsecured Note       $519,504
2289 Brockton Loop
Jefferson, GA 30549

Eddie Holley Jr                   Unsecured Note       $510,061
PO Box 2532
Ashburn, GA 31714

Reine Cornelison                  Unsecured Note       $495,700
1108 Brookwood Lane 36
Dalton, GA 30720

Vivian Carson                     Unsecured Note       $464,808
2080 Hwy 326
Carnesville, GA 30521

FTC of Onaga                      Unsecured Note       $412,111
f/b/o L.F. Hendricks
27 Parkers Mill Road
Buena Vista, GA 31803

Jimmy R. Sears                    Unsecured Note       $406,961
210 Waters Road
Brunswick, GA 31523

Charles M. Knowles                Unsecured Note       $400,402
1206 Workmore Milan Road
McRae, GA 31055

Yeoma W. Elliott                  Unsecured Note       $396,214
  c/o Brenda Pollock
217 Ruth Drive
Bainbridge, GA 39817

Kenneth Flammang                  Unsecured Note       $394,762
2768 Waters Edge Drive
Gainesville, GA 30504

Clyne Carson                      Unsecured Note       $389,614
8730 Athens Road
Carnesville, GA 30521

Kathleen Villyard                 Unsecured Note       $387,268
4535 Green Hill Road
Gainesville, GA 30506

Jacqueline L. Mathews             Unsecured Note       $386,888
195 Little River Lane
Moultrie, GA 31788

Clara Sue Brimlow                 Unsecured Note       $385,830
64 Steeplechase Drive
Newnan, GA 30263

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq. -- mmoseley@bakerdonelson.com -- at Baker
Donelson Bearman Caldwell & Berkow, P.C., serves as the Debtors'
counsel.  The Debtors hired Warren, Averett, Kimbrough & Marino,
LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The petitions were signed by Biladley D.
Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.


MSX INTERNATIONAL: Moody's Lowers Corp. Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service downgraded MSX International, Inc.'s
corporate family rating to Caa3 from Caa2, the probability of
default rating to Caa3 from Caa2, and the rating on the $205
million 12.5% senior secured notes due 2012 issued by MSX
International Business Services France, SAS, MSX International UK
PLC, and MSX International GmbH to Caa2 from Caa1. The ratings
outlook remains negative.

RATINGS RATIONALE

The downgrade reflects the pending maturity of the senior secured
notes on April 1, 2012. While Moody's acknowledges material
improvements in MSX's operating performance, these improvements
may not be sufficient to accommodate a refinancing of the
company's capital structure given the short time-frame. Any
executed refinancing plan that involves some form of a distressed
exchange, such as extending the maturity date of the notes or
converting a portion of debt to equity, Moody's could deem a
limited default.

MSX's Caa3 CFR reflects significant refinancing risk, high
leverage, and weak interest coverage. However, the CFR derives
limited support from the company's improved operating performance
supported by a recovery in the global automotive industry.

The negative outlook reflects uncertainty over MSX's ability to
refinance its debt maturities given its high leverage, uncertain
credit markets, and time constraints.

Moody's could downgrade the ratings if MSX defaults on the senior
secured notes. A bankruptcy filing or any action perceived as a
distressed exchange could also result in a ratings downgrade.

The ratings could be upgraded if MSX can timely refinance its debt
maturities or execute a debt restructuring that improves credit
metrics and liquidity on a sustained basis.

The principal methodology used in rating MSX International, Inc.
was the Global Business & Consumer Service Industry Rating
Methodology 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.

Headquartered in Warren, Michigan, MSX International, Inc. is a
global provider of outsourced integrated business solutions,
focused primarily on warranty management, dealer process
improvement, and human capital solutions, to automobile and truck
OEMs, dealers, suppliers, and ancillary service providers in
Europe, the Americas and Asia-Pacific.


NASH FINCH: Moody's Raises Corporate Family Rating to 'Ba3'
-----------------------------------------------------------
Moody's Investors Service upgraded Nash Finch Company's debt
ratings, including its corporate family and probability of default
ratings to Ba3 from B1, and its convertible senior subordinated
notes to B2 from B3. At the same time, Moody's assigned a first
time speculative grade rating of SGL-2. The outlook is stable.

"The upgrade acknowledges Nash Finch's track record of maintaining
solid credit metrics through the recession and through its recent
customer losses" said Moody's analyst Mariko Semetko. Nash Finch's
revenues have been declining mainly due to customer losses over
the past year. While Nash Finch's revenues are still soft, the
rate of decrease has moderated over the recent quarters as the
company anniversaries the customer losses.

The company has consistently reported strong credit metrics, with
debt/EBITDA in the mid-3.0 times range and EBITA/interest expense
in the high 2.0 times range through the recession. These metrics
have only slightly deteriorated despite customer losses over the
past year that led to sales declines.

Ratings upgraded:

- Corporate Family Rating to Ba3 from B1;

- Probability of Default Rating to Ba3 from B1;

- $322 million convertible senior subordinated notes due 2035 to
  B2 (LGD6, 92%) from B3 (LGD6, 92%)

Ratings Assigned:

- Speculative Grade Liquidity Rating of SGL-2

RATINGS RATIONALE

Nash Finch's Ba3 corporate family rating reflects its relatively
stable and solid credit metrics. With relatively low volatility
and limited vulnerability to changes in economic conditions, the
company's military distribution segment has provided some offset
to weakness in its food distribution and retail segments, although
at a lower gross profit margin. At the same time, Nash Finch's
ratings also reflect the high competition in the grocery retailing
and food distribution segments and low margins common to the
grocery industry.

The speculative grade liquidity rating of SGL-2 denotes good
liquidity, and is supported by Moody's expectation of positive
free cash flow over the next twelve months and availability under
Nash Finch's new $520 million asset based revolving credit
facility due in 2016. The ABL size was increased from $340 million
to $520 million on December 21, 2011 to allow the company to use
revolver drawings to retire its subordinated convertible notes on
the put and call date in March 2013.

The stable outlook reflects the expectation that the company will
maintain solid credit metrics, good liquidity and conservative
financial management.

An upgrade is unlikely in the near term given the highly
competitive nature of the industry, thin margins typical of a
grocery distributor, and the fragile consumer spending
environment. An upgrade would require revenue growth and credit
metric improvements while maintaining good liquidity including
generating positive free cash flow.

Conversely, the rating could be downgraded should revenue levels
not stabilize or should credit metrics or liquidity erode through
material debt-funded acquisitions, dividends or share repurchases.
Specific credit metrics include debt/EBITDA sustained above 4.0
times or EBITA/interest expense sustained near 2.0 times.

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

Nash Finch, headquartered in Edina, Minnesota, reports three
operating segments: military food distribution, food distribution,
and retail supermarkets. The military distribution segment (nearly
half of revenues) provides the company with a unique source of
stability during volatile economic times. The food distribution
segment distributes groceries to retailers, including Nash Finch's
own 46 supermarkets that are primarily located in the Upper
Midwest of the United States. Revenues for the 12 months ending
October 8, 2011 were approximately $4.8 billion.


NATIONAL GRAPHICS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
National Graphics, Inc. filed with the U.S. Bankruptcy Court for
the Eastern District of Wisconsin its schedules of assets and
liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                        $0
B. Personal Property              $286,698
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                $1,012,001
E. Creditors Holding
    Unsecured Priority
    Claims                                            $7,298
F. Creditors Holding
    Unsecured Non-priority
    Claims                                        $4,906,887
                                -----------      -----------
       TOTAL                      $286,698       $5,926,187


National Graphics, Inc. filed a Chapter 11 petition (Bankr. E.D.
Wisc. Case No. 11-36818) on Nov. 7, 2011 in Milwaukee, Wisconsin,
Leonard G. Leverson, Esq. at Leverson & Metz S.C. in Milwaukee,
Wisconsin serves as counsel to the Debtor.   The Debtor estimated
up to $50 million in assets and up to $10 million in liabilities.


NEWROC MOTORCYCLES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: NewRoc Motorcycles, LLC
        8 Industrial Lane
        New Rochelle, NY 10805

Bankruptcy Case No.: 11-24438

Chapter 11 Petition Date: December 19, 2011

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

Judge: Robert D. Drain

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com

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

Scheduled 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 John A. Meskunas, managing member.


NORMAN REGIONAL: S&P Affirms 'BB+' Rating on Bonds
--------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'BB+' long-term rating on Norman
Regional Hospital Authority (NRHA), Okla.'s series 2007 revenue
and refunding bonds and series 2005 and 2002 bonds issued on
behalf of Norman Regional Health System (NRHS).

"The positive outlook reflects our assessment of NRHS' return to
profitability in fiscal 2011, liquidity improvement with sustained
improvement in operations through the first four months of fiscal
2012 ended Oct. 31, and our expectation that operations will
likely continue to be positive based on performance that is ahead
of budgeted expectations for fiscal 2012," said Standard & Poor's
credit analyst Meggi McNamara. "In addition, management has
indicated that it expects to receive additional revenues from the
Supplemental Hospital Offset Payment Program (SHOP), which is
Oklahoma's upper payment limit program, and from the expansion of
some service lines," said Ms. McNamara.

Standard & Poor's believes a higher rating is precluded by:

    Decreased discharges in fiscal 2011 and through the interim
    period although this has been somewhat offset by an increase
    in outpatient visits;

    A cash to long-term debt ratio that is weak for the rating;
    and

    The relative proximity of Oklahoma City-based hospitals, which
    historically account for approximately 30% of the discharges
    originating from Cleveland, McClain, and Garvin counties that
    make up most of NRHS' service area.

Standard & Poor's believes a higher rating is likely over the
outlook period if NHRS is able to maintain operations at near or
current levels with operating margins in the 3% range, debt
service coverage of 2.5x, and ongoing growth of liquidity leading
to an improved cash to long-term debt ratio that is closer to 60%.
Though not expected, Standard & Poor's could consider a
negative rating action if NHRS does not meet budgeted
expectations, operations decline from current levels, or if cash
decreased to 2010 levels or below.


NORTH AMERICAN ENERGY: S&P Affirms 'BB' Rating on Securities
------------------------------------------------------------
Standard & Poor's Rating Services revised the outlook on North
American Energy Alliance LLC (NAEA) to positive from stable.

"At the same time, we affirmed our 'BB' rating on NAEA's $545
million first-lien securities, which include $425 million in
first-lien term loans ($313 million outstanding), an $80 million
letter of credit (LOC) facility, and a $40 million revolving
facility. The term loan matures in 2015, while the LOC facility
and revolver mature in 2013. At the same time, we affirmed the
'B+' rating on NAEA's $205 million second-lien notes due 2016,"
S&P said.

"The positive outlook on NAEA reflects a projected balance of $200
total debt per kW at term loan maturity. This lessens refinancing
risk in our view. The remaining variability in gross margin will
be a function of merchant revenue and operating expenses," S&P
said.

"If the project has weaker gross margins or higher operating
expenses that places the total debt balance at maturity above
$200/kW we will return the outlook to stable," said Standard &
Poor's credit analyst Theodore Dewitt.

"Also, if the next one or two capacity auctions suggest that
capacity prices will remain volatile, which in our view would
increase refinancing risk, we could return the outlook to stable.
If operating stress and market exposure significantly slow the
place of amortization below our expectations we could lower the
rating. Alternatively, if the project can reduce the project debt
balance below our current expectations, we could raise the
rating," S&P said.


PECAN SQUARE: Wants Access to Wells Fargo's Cash Collateral
-----------------------------------------------------------
Pecan Square, Ltd., asks the U.S. Bankruptcy Court for the
Northern District of Texas for authorization to use the cash
collateral in which Wells Fargo Bank, N.A., asserts an interest.

The Debtor owns and operates an existing 357,000 square foot (440
unit) multi-family residential complex, an apartment building,
located at 3535 Webb Chapel Extension, Dallas, Texas.  The
property generates income that may constitute the cash collateral
of Wells Fargo Bank, as trustee for the Registered Holders of J.P.
Morgan Chase Commercial Mortgage Securities Trust 2006-CIBC16,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC16,
the holder of the first lien against the property.

The Debtor will use the cash collateral to fund its business
operations postpetition.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Wells Fargo replacement lien
and similar protections commonly afforded secured creditors whose
cash collateral is being utilized.  The Debtor will also make
monthly payments of prepetition non-default interest, in the
approximate amount of $46,000.

The Debtor relates that in an e-mail dated Nov. 30, 2011, from
Richard London, counsel of Wells Fargo, he requested additional
information and indicated that Wells Fargo might consent to the
use of the cash collateral.  He also permitted the Debtor to pay
employees whose paychecks are due Dec. 1.

                   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
disclosed $12,566,634 in assets and $10,772,566 in liabilities as
of the Chapter 11 filing.  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.


PEGASUS RURAL: Has Final OK to Incur $3MM Loan from Xanadoo Co.
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a third interim basis, Pegasus Rural Broadband, LLC, et al.,
to:

   1. obtain secured postpetition financing in the aggregate
   amount of $3,000,000 pursuant to the DIP loan documents entered
   among Xanadoo Spectrum, LLC, et al., and Xanadoo Company;

   2. grant the DIP lender priority liens and security interests
   in substantially all of the Debtors' assets, which liens will
   be junior and subordinate in all rights and respects to the
   prepetition secured parties' prepetition liens and security
   interests in the Debtors' assets, superpriority administrative
   expense claims to the DIP lender, subject to carve out on
   certain expenses; and

   3. use the cash collateral.

The prepetition indebtedness includes, but is not limited to, at
least $51,964,000 in outstanding principal and accrued interests
plus fees.

BPC AS LLC filed a limited objection to the Debtors' motion for an
order authorizing secured postpetition DIP financing and the use
of the secured parties cash collateral.

BPC related that it does not object to an additional extension of
the DIP loan on a junior basis provided that: (a) this is the
final extension of the DIP loan; (b) the Debtors commit to file a
plan by Feb. 7, 2011; and that the deadline cannot be waived
without the consent of the DIP Lender and BPC; and (c) all
administrative claims are paid currently.

BPC, is collateral agent for the holders of the 12.5% Senior
Secured Promissory Notes and Warrants issued by the Debtors and
secured by liens and security interests in substantially all of
the Debtors assets,

BPC is represented by:

         Mark Shinderman, Esq.
         Haig M. Maghakian, Esq.
         MILBANK, TWEED, HADLEY & MCCLOY LLP
         601 South Figueroa Street, 30th Floor
         Los Angeles, CA 90017-5735
         Tel: (213) 892-4000
         Fax: 213-629-5063
         E-mail: mshinderman@milbank.com
                 hmaghakian@milbank.com

                  - and -

         Ricardo Palacio, Esq.
         Karen B. Skomorucha, Esq.
         ASHBY & GEDDES, P.A.
         500 Delaware Avenue, 8th Floor
         P.O. Box 1150
         Wilmington, DE 19899
         Tel: (302) 654-1888
         Fax: (302) 654-2067
         E-mail: rpalacio@ashby-geddes.com

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

After filing for bankruptcy, the Debtors faced an effort by the
agent for secured noteholders to appoint a trustee or dismiss the
case.   The agent contended that on the eve of bankruptcy, Xanadoo
created a new intermediate holding company to hinder and delay
creditors by taking over ownership of the operating companies.

The Debtors called the trustee motion a distraction that hindered
them from moving the case more quickly.

On Oct. 14, 2011, the Court denied the motion to dismiss the
Chapter 11 case of Xanadoo Spectrum, LLC, and to appoint a
Chapter 11 trustee for Xanadoo Holdings, Inc., Pegasus Rural
Broadband, LLC, Pegasus Guard Band, C, and Xanadoo LLC.


PENSON WORLDWIDE: S&P Lowers Counterparty Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Penson Worldwide Inc. to 'B-' from 'B+' and its rating
on the second-lien secured debt to 'CCC+' from 'B'. "At the same
time, we placed all of the ratings on CreditWatch with negative
implications," S&P said.

"The downgrade reflects our opinion that Penson's inability to
sell its U.K. operations, coupled with the looming maturity of its
revolving bank line and our expectation for continued losses, will
stress the firm's liquidity and debt service capacity," said
Standard & Poor's credit analyst Robert Hoban.

The company continues to report operating losses and is unable to
draw additional funds from its current revolver. As a result, it
is reliant on asset sales, dividends from the brokerage
subsidiary, and cash at the holding company to meet debt service
and other holding company obligations. Free cash at the holding
company is insufficient to meet its operating expenses and the
March 30, 2011, repayment of the revolving bank line. Penson has
been able to support its debt service obligations with dividends
from its U.S. brokerage subsidiary, which remain well in excess of
its minimum regulatory capital requirements. "However, we believe
there is a limit to the amount of dividends it can take given the
need to maintain good relations with regulators and clients," S&P
said.

"The company recently sold its Australian operations, which
generated $33 million in free cash, and announced efforts to sell
its larger Canadian business. If Penson cannot rapidly close its
U.K. operations and the sale of its Canadian unit, we believe that
will severely constrain the firm's debt service capacity and
liquidity. Even if these conditions are met, we believe the firm's
debt service capacity and liquidity will remain weak given our
expectation for operating losses for the next several quarters,"
S&P said.

"Our ratings on Penson reflect our opinion that its financial
profile is strained and its institutional brokerage clearing
franchise has weakened. We also believe the company's high
operating leverage and risk management are weaknesses to the
ratings," S&P said.

"Given our expectation for interest rates to remain low, clients'
trading volumes will be the driver of revenue. We believe that
Penson's prolonged restructuring efforts could make it difficult
for the firm to grow client transaction volumes and could lead to
client defections. In addition, the company's sale of its
Australian and Canadian operations will concentrate its
business in the very competitive U.S. market," S&P related.

"The CreditWatch negative reflects our expectation that in the
absence of the rapid wind-down of its U.K. operations and closing
of the sale of its Canadian unit, the firm's debt service capacity
and liquidity will be constrained," said Mr. Hoban. "If the firm
is able to meet all the above conditions and put in place a new
accessible revolving credit facility before March 30, 2012, we
could affirm the ratings. If Penson is unable to achieve all this,
we likely would lower the rating by one to two notches, depending
on the cash-burn rate at the holding company and our updated
expectations for the brokerage subsidiary's dividend capacity. In
addition, we would lower the rating if the company suffers
material client defections or if liquidity deteriorates to the
point that it impairs Penson's ability to fund its U.S. clearing
business."


PHH CORP: S&P Cuts Long-Term Issuer Credit Rating to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term issuer
credit rating on PHH Corp. to 'BB-' from 'BB+'. "We also lowered
our rating on the company's senior unsecured debt to 'BB-' from
'BB+'. At the same time, we removed the ratings from CreditWatch,
where they were placed with negative implications on Dec. 19,
2011. The outlook is negative," S&P said.

"The rating action reflects our view that PHH's historically high
unsecured funding costs have reduced its financial flexibility to
repay upcoming debt maturities, including $423 million of
unsecured debt maturing in March 2013," said Standard & Poor's
credit analyst Rian Pressman. "(We believe that PHH has adequate
liquidity to repay its $249 million in convertible notes due in
April 2012.)"

"We expect that PHH will execute a clear strategy in the coming
months to repay senior unsecured debt maturities due in 2013 and
put in place adequate sources of liquidity for the future. We
expect a component of this could include the extension of its
corporate revolver beyond one year," said Mr. Pressman.

"By our calculations, PHH will be unable to repay its $423 million
of unsecured debt maturing in March 2013 exclusively from free
corporate cash flows," S&P said. S&P believes PHH's options
include:

    Raising additional funds in the capital markets;

    Selling or securing unencumbered assets, including its $1.2
    billion of mortgage-servicing rights; and

    Reducing correspondent mortgage originations.

"On Dec. 12, PHH raised $100 million in debt by upsizing its
senior unsecured notes due in 2016. We believe proceeds from this
issuance, as well as other corporate cash and availability under
its committed credit facility, will provide the company with
liquidity to repay $249 million of convertible notes due in April
2012. PHH's committed credit facility of $525 million has an
initial termination date of February 2012. The company can extend
it for an additional year provided certain conditions are met,
including the payment of extension fees and the maintenance of
minimum liquidity of $250 million. (Minimum liquidity, as defined
in the agreement, is the sum of unrestricted cash plus available
capacity under the facility, less the unpaid balance of the 2012
convertible notes.) However, unless the revolver is extended for
more than one year, it will not be available as a source of
repayment for the company's $423 million of unsecured debt," S&P
said.

"The negative outlook reflects PHH's reduced financial
flexibility, which we believe could limit its options to repay
senior unsecured debt maturities coming due in March 2013. It also
reflects uncertainty in the U.S. residential mortgage market,
which we believe has contributed to PHH's historically high
unsecured funding costs. This includes uncertainty pertaining to
origination levels, pricing trends, and home values, as well as
government officials' heightened attention to mortgage-servicing
practices. We may lower the rating by one notch or more if
management is unable to execute a clear strategy in the coming
months to repay senior unsecured debt maturing in 2013 and put in
place adequate sources of liquidity to meet the business' future
needs," S&P said


PHH MORTGAGE: S&P Affirms Above Average Rankings as Servicer
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ABOVE AVERAGE
rankings on PHH Mortgage Corp. (PHH) as a residential mortgage
primary and subordinate-lien servicer.  "We also affirmed our
ABOVE AVERAGE subrankings for management and organization and loan
administration. The outlook for the overall ranking is stable,"
S&P said.

Key Ranking Factors

Strengths:

    PHH has adjusted its internal policies and procedures to
    reflect the changing mortgage environment;

    PHH has extremely experienced staff with minimal turnover;

    PHH has increased its servicing portfolio while its peers have
    decreased their portfolios.

    PHH indicated that it has practices and controls in place to
    ensure that the affidavits regarding the foreclosure actions
    it signs are accurate.

Weaknesses:

    "We do not believe PHH has been as proactive as some of the
    other servicers we rank in their technology investment and the
    adjustment of processes to manage increasing loan-level
    default issues," S&P said.

    "We placed out 'BB+/B' ratings on PHH Corp. the servicer's
    parent, on CreditWatch with negative implications on Dec. 19,
    2011, while we reassess the company's liquidity position and
    financial flexibility," S&P said.

"The rankings reflect our opinion of the mortgage company's
stable, tenured, and very experienced senior executive and middle
management teams, a high degree of training, and sound internal
controls and risk management," S&P said.

PHH indicated that it has practices and controls in place to
ensure that the affidavits regarding the foreclosure actions it
signs are accurate. PHH also represents that it has not outsourced
foreclosure documentation. Only a select group of managers within
PHH have authority to sign foreclosure documentation. PHH has
indicated that it found no cases in which it initiated a
foreclosure when a customer was not in default or without
documentation showing that it had the authority to foreclose.

"With respect to loss mitigation, we believe that PHH effectively
provides a balance between optimizing investors' interests and
keeping borrowers in their homes. PHH offers various alternatives
to foreclosure, including disposition strategies (such as short
sales) and retention alternatives (including several modification
programs)," S&P said.

PHH's process is enhanced by its loss mitigation software. The
company's software package appears to provide loan counselors with
all options for loss mitigation options that are allowed under the
pooling and servicing agreements that govern securitizations
backed by the loans the company services.

PHH services more than 90% of the subordinate liens in its
portfolio for private clients. Additionally, PHH's portfolio of
second mortgages, home equity loans, and home equity lines of
credit grew last year.

                          Outlook

The outlook for the rankings is stable. PHH continues to invest in
infrastructure and technology enhancements that provide risk
management methodologies and servicing efficiencies. PHH has
positioned itself to provide quality servicing of residential
mortgage-backed securities collateralized by prime and second-lien
loans and has added to its servicing portfolio as a result of
opportunities in the current mortgage environment


PITTSFIELD RESIDENTIAL: Bankr. Court Recommends Default Judgment
----------------------------------------------------------------
Bankruptcy Judge John H. Squires recommended to the District Court
that a final default judgment be entered declaring Wells Plumbing
& Heating Supply, Inc.'s claim against Pittsfield Residential II
LLC invalid after Wells failed to answer or otherwise plead after
being served with Pittsfield's Complaint on Nov. 14, 2011.  The
case is PITTSFIELD RESIDENTIAL II, LLC, v. WELLS PLUMBING &
HEATING SUPPLY, INC., Adv. Proc. No. 11-02141 (Bankr. N.D. Ill.).
A copy of Judge Squires' Dec. 20, 2011 Proposed Findings of Fact,
Conclusions of Law and Recommendations of the Bankruptcy Court
With Respect to Entering Default Judgment is available at
http://is.gd/HKl5mxfrom Leagle.com.

Miami Beach, Florida-based Pittsfield Residential II LLC owns real
property at 55 E. Washington St., Floors 9-12, in Chicago,
Illinois.  Pittsfield Residential II filed for Chapter 11
bankruptcy (Bankr. S.D. Fla. Case No. 11-34051) on Aug. 29, 2011.
The case was assigned to Judge Robert A. Mark.  Daniel Morman,
Esq. -- dmorman@bellsouth.net -- served as the Debtor's counsel.
Pittsfield Residential II scheduled $9,491,118 in assets and
$12,535,032 in debts.  The petition was signed by Robert Danial,
manager.  The Chapter 11 case was transferred to the U.S.
Bankruptcy Court for the Northern District of Illinois and
assigned Case No. 11-42072 on Oct. 6, 2011.


PRECISION OPTICS: A. Schumsky Extends Note Maturity to Jan. 31
--------------------------------------------------------------
Precision Optics Corporation, Inc., on June 25, 2008, entered into
a Purchase Agreement, as amended on Dec. 11, 2008, with certain
accredited investors pursuant to which the Company sold an
aggregate of $600,000 of 10% Senior Secured Convertible Notes.
The Investors amended the Notes on several dates to extend the
"Stated Maturity Date" of the Notes.

On Dec. 15, 2011, one of the Investors, Arnold Schumsky, further
amended his remaining Note to extend the "Stated Maturity Date" to
January 31, 2012.

On Dec. 15, 2011, the Company repaid Special Situations Fund III
QP, L.P., a principal repayment of $275,000 and accrued interest
of $95,486, for a total of $370,486.  On Dec. 15, 2011, the
Company repaid Special Situations Private Equity Fund, L.P., a
principal repayment of $275,000 and accrued interest of $95,486,
for a total of $370,486.  The Notes held by Special Situations
Fund III QP, L.P., and Special Situations Private Equity Fund,
L.P., have been satisfied in full and the obligations thereunder
have been terminated.

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported a net loss of $1.05 million on $2.24 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $660,882 on $3.09 million of revenue during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$2.82 million in total assets, $2.01 million in total liabilities,
all current, and $815,809 in total stockholders' equity.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.


PREMIER COACHES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Premier Coaches, Inc.
        84 Steeple Court
        Germantown, MD 20874

Bankruptcy Case No.: 11-34478

Chapter 11 Petition Date: December 16, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Terence Brian Garvey, Esq.
                  839C Quince Orchard Boulevard
                  Gaithersburg, MD 20878
                  Tel: (301) 948-1227
                  Fax: (301) 948-0002
                  E-mail: tgarveylaw@comcast.net

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

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

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

The petition was signed by Tyrone Blackman, president.


PREMIER DIGITAL: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Premier Digital Equipment Services, Inc.
        723 Seventh Avenue, 6th Floor
        New York, NY 10019

Bankruptcy Case No.: 11-15765

Chapter 11 Petition Date: December 16, 2011

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

Judge: Martin Glenn

Debtor's Counsel: Michael A. King, Esq.
                  LAW OFFICE OF MICHAEL A. KING
                  41 Schermerhorn Street
                  Box 228
                  Brooklyn, NY 11201
                  Tel: (718) 240-0135
                  Fax: (718) 605-8855
                  E-mail: romeo1860@aol.com

Scheduled Assets: $692,000

Scheduled Debts: $1,400,000

The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb11-15765.pdf

The petition was signed by Sanford Schneiderman, vice president.


PURSELL HOLDINGS: Plan Confirmation Hearing Slated for Jan. 13
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
will convene a hearing on Jan. 13, 2012, at 9:30 a.m., to consider
the confirmation of Pursell Holdings, LLC's Chapter 11 Plan.

Any objections and ballots accepting or rejecting the Plan are due
Jan. 9.

At the hearing, the Court will also consider the Debtor's motion
to use cash collateral of Metcalf Bank.

As reported in the Troubled Company Reporter on Oct. 28, 2011,
under the plan, administrative expenses and other allowed claims
will be treated in a manner consistent with the requirements of
the Bankruptcy Code.  The holders of secured allowed claims, are
classified separately within Classes 1 through 12.  The holders of
unsecured allowed claims with priority are classified separately
within Class 13.  The holders of general unsecured Allowed Claims
are classified as Class 14.  The holders of contingent,
unliquidated secured Claims are classified as Class 15.  The
Claims by the equity owners of the Debtor are classified as Class
16 claims.  These holders will receive the treatment specified for
such Classes in the Plan.

The Debtor will execute the Plan through a continuation of its
operations as contemplated under the Plan.  The operation of the
Debtor's commercial leasing business is expected to generate
sufficient operating revenue to pay all secured Allowed Claims
over an extended period of time in accordance with the Plan, to
pay allowed administrative claims, and to pay the proposed
dividend to unsecured Allowed Claims in accordance with the Plan.

The Debtor's Agreements with Morrill & Janes Bank, Bank Liberty,
and Pony Express Bank provide for the orderly liquidation of its
remaining residential real estate holdings without further
burdening the Debtor's commercial leasing business.  The Debtor's
only remaining real estate will be commercial property.  The
Debtor will continue to retain its membership interest in North
River Holding, LLC, but it has not guaranteed its debt and has no
obligation to make capital contributions under its membership
agreement.  The separation of the residential development business
from the remaining commercial real estate leasing business should
allow the Debtor to ultimately regain its financial footing.

A copy of the Disclosure Statement is available for free at:

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

                      About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Pursell Holdings LLC have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.  The Debtor's proposed Plan of
reorganization was filed on Oct. 3, 2011.


QUANTUM FUEL: Closes Public Offering of 10.5 Million Units
----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., has closed its
previously announced underwritten public offering of 10,526,315
units, with each Unit consisting of one share of common stock,
$0.02 par value per share, and one warrant to purchase 0.6 of a
share of common stock.  The proceeds to the Company from the
Offering, net of underwriting discounts, were approximately $9.2
million.  The Company has granted the underwriters a 30-day option
to purchase up to 1,509,062 additional units to cover over-
allotments, if any.

The Company will use the net proceeds of the offering, together
with cash on hand, to repay approximately $10.0 million of
principal and accrued interest for certain of the Company's
outstanding indebtedness owing to the Company's senior secured
lender and the payment of certain offering expenses.

The Company has received approximately $80 million in new contract
awards during 2011 which includes Fisker Automotive orders, fleet
orders for Ford F-150 plug-in electric hybrid vehicles, contracts
from 3 major automakers for the Company's ultra-light hydrogen
storage tanks and numerous contracts for the Company's high
capacity, ultra-light weight carbon fiber natural gas vehicle
storage tanks.

Merriman Capital, Inc., was the sole book-running manager for the
offering and J.P. Turner & Company, L.L.C., acted as joint lead-
manager for the offering.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

The Company reported a net loss attributable to stockholders of
$16.26 million on $19.77 million of total revenue for the six
months ended Oct. 31, 2011, compared with a net loss attributable
to stockholders of $3.06 million on $7.44 million of total revenue
for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


RACE POINT: S&P Puts 'BB' Senior Term Loan Rating on Watch Dev.
---------------------------------------------------------------
Standard & Poor's Rating Services placed its 'BB' rating on Race
Point Power II LLC's $275 million senior secured term loan on
CreditWatch developing. This action follows the Dec. 15, 2011
announcement that Hobbs Generation Station, the primary asset of
Lea Power Partners LLC, and Waterside Power LLC will be sold to
FREIF North American Power I. A controlling interest in that
entity will be held indirectly by First Reserve Corp.

On Dec. 15, a press release stated that First Reserve Corp., an
energy and infrastructure private equity company, will acquire a
number of assets from ArcLight Capital. Among these assets is
Hobbs, a 604 megawatt (MW) combined-cycle gas turbine power plant
in Hobbs, N.M. and Waterside Power, a simple-cycle peaking
facility in Stamford, Conn. These assets are part of Race Point
Power's portfolio and account for a significant portion of the
project's total cash flows until maturity.

"The pending sale of the assets and the expected reduction in
project debt is the primary driver of the CreditWatch action.
Under the project documents for Race Point, when a sale of certain
assets occurs a specific amount of debt must be repaid," said
Standard & Poor's credit analyst Andrew Giudici.

"The project's owners have the option to further reduce the
project's debt burden by making additional prepayments. At this
time we do not know how much of the asset proceeds will go to fund
debt reduction. The amount of debt that is repaid and the impact
the prepayments have on the project's financial metrics will drive
the rating outcome," S&P said.

"The developing CreditWatch placement indicates the possibility
that we could raise, lower, or affirm the rating in the near term.
In resolving the CreditWatch listing, we will assess the project's
creditworthiness in light of debt repayment as a result of the
sale of two assets to FREIF North American Power I. A downgrade
could occur if the project loses a disproportion share of cash
flows to support the remaining debt. Conversely, we could raise
the rating if the project repays a significant amount of debt,
which results in an improvement in its financial risk profile. We
expect to resolve this CreditWatch by the end of first-quarter
2012," S&P said.


RUTHERFORD CONSTRUCTION: 341(a) Meeting Scheduled for Jan. 17
-------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
of Rutherford Construction, Inc. on Jan. 17, 2011, at 2:00 p.m.
The meeting will be held at STN, Gen. Dist. Courtroom, 1st Floor,
113 E. Beverley St., Staunton, Virginia.

The last day to oppose discharge or dischargeability is set on
March 19, 2012.

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

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

                About Rutherford Construction, Inc.

Fishersville, Virginia-based, Rutherford Construction, Inc., filed
for Chapter 11 protection (Bankr. W.D. Va. Case No. 11-50346) on
March 15, 2011.  George I. Vogel, II, Esq., at Vogel & Cromwell
represents the Debtor in its restructuring effort.  The Debtor
disclosed $10,667,204 in assets and $15,282,384 in liabilities as
of the Chapter 11 filing.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
three members to the official committee of unsecured creditors in
the Debtor's cases.


SALLY HOLDINGS: Ceases to File Periodic Reports with SEC
--------------------------------------------------------
Sally Beauty Holdings, Inc., and Sally Investment Holdings LLC
have entered into a supplement indenture and joinder agreements
providing that Sally and Investments will fully and
unconditionally guarantee the obligations of Sally Holdings LLC, a
wholly owned subsidiary of Sally and Investments, and Sally
Capital, Inc., under:

   (i) the Indenture dated Nov. 8, 2011, by and among the Primary
       Obligors, the subsidiary guarantors named therein and the
       trustee and governing the senior notes due 2019;

  (ii) the Credit Agreement dated Nov. 16, 2006, among the
       Company, the administrative and collateral agent and the
       lenders named therein; and

(iii) the Credit Agreement dated Nov. 12, 2010, among the Company
       and the Domestic Borrowers, the Canadian Borrower, the
       Foreign Borrower and the Guarantors, the administrative,
       collateral and Canadian agent and the lenders named
       therein.

As a result, the Company is no longer required to and will cease
to file periodic reports with the Securities and Exchange
Commission effective immediately.

                        About Sally Holdings

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.

The Company's balance sheet at Sept. 30, 2011, showed
$1.72 billion in total assets, $2.01 billion in total liabilities,
and a $281.69 million total members' deficit.

                        Bankruptcy Warning

Sally Holdings' ability to comply with the covenants and
restrictions contained in the senior credit facilities and the
indentures for the Notes may be affected by economic, financial
and industry conditions beyond the Company's control.  The breach
of any of these covenants and restrictions could result in a
default under either the senior credit facilities or the
indentures that would permit the applicable lenders or note
holders, as the case may be, to declare all amounts outstanding
thereunder to be due and payable, together with accrued and unpaid
interest.  If the Company is unable to repay debt, lenders having
secured obligations, such as the lenders under the senior credit
facilities, could proceed against the collateral securing the
debt.  In any such case, the Company may be unable to borrow under
the senior credit facilities and may not be able to repay the
amounts due under the Term Loans and the Notes.  This could have
serious consequences to the Company's financial condition and
results of operations and could cause the Company to become
bankrupt or insolvent.

                          *     *     *

As reported by the TCR on Nov. 7, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sally Holdings LLC
to 'BB+' from 'BB'. The rating outlook is positive.

"Standard & Poor's Rating Services' rating reflects our view that
Sally Holdings, which is an indirect wholly owned subsidiary of
Sally Beauty Holdings Inc., will continue its positive momentum
with organic sales growth of 5% to 7%, positive comparable-store
sales, modest gross margin improvement, and continued debt
reduction, resulting in improving credit protection measures over
the next 12 months," said Standard & Poor's credit analyst Jayne
Ross.

It has 'B2' corporate family and probability of default ratings
from Moody's.


SAND SPRING: Court OKs Young Conaway to Handle Reorganization Case
------------------------------------------------------------------
Sand Spring Capital III, LLC, et al., obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP as counsel.

The principal attorneys and paralegal designated to represent the
Debtors and their hourly rates are:

         Michael R. Nestor, partner           $625
         Kenneth J. Enos, associate           $375
         Justin P. Duda, associate            $290
         Chad A. Corrazza, paralegal          $130

Mr. Nestor tells the Court that on Dec. 9, 2010, Young Conaway
received a $150,000 retainer for services rendered prepetition.
In addition, within 90 days immediately after the Petition Date,
Young Conaway received these additional amounts from the Debtors
in connection with their representation of the Debtors:

   Date Received         Amount of Payment    Service Period
   -------------         -----------------    --------------
   Aug. 2, 2011              $108,760          May 24 - July 12
   Aug. 30, 2011              $57,682         July 13 - July 19
   Oct. 24, 2011             $113,226         July 20 - Sept. 26

Mr. Nestor assures the Court that Young Conaway is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

              About Sand Spring Capital III, LLC

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware.
Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income
Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield
Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity
Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring
Capital III, Ltd., Sand Spring Capital III Master Fund, LLC,
sought Chapter 11 protection on the same day.


SECURITY NATIONAL: Section 341(a) Meeting Rescheduled to Jan. 12
----------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, rescheduled
an organizational meeting to Jan. 12, 2012, at 10:30 a.m. in the
bankruptcy case of Security National Properties Funding III, LLC.
The meeting will be held at:

    U.S. District Court
    844 King St., Room 2112
    Wilmington, Delaware

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

            About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Andrew R. Remming, Esq., and Robert J. Dehney, Esq.
aremming@mnat.com and rdehney@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc. serves
as the Debtors' claims and notice agent.

No trustee, examiner, or statutory committee has been appointed in
these cases.


SEQUENOM INC: Aria Files Complaint Over Patent Infringement
-----------------------------------------------------------
Sequenom, Inc., was named as a defendant in a complaint filed by
plaintiff Aria Diagnostics, Inc., in the U.S. District Court for
the Northern District of California.  In the complaint, the
plaintiff seeks a judicial declaration that no activities related
to the plaintiff's non-invasive pre-natal test using cell-free DNA
circulating in the blood of a pregnant woman do or will infringe
any claim of U.S Patent No. 6,258,540 entitled Non-Invasive
Prenatal Diagnosis, which the Company has exclusively in-licensed
from Isis Innovation Limited.  The Company intends to vigorously
defend against the judicial declaration sought in the complaint.

                          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: S&P Assigns 'BB+' Rating to Secured Credit Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating to Grand Prairie, Texas-based theme park operator Six Flags
Entertainment Corp.'s (SFEC) $1.135 billion senior secured credit
facilities, which consist of a $200 million revolver, a $75
million term loan A, and a $860 million term loan B.

"We also assigned the credit facilities our '2' recovery rating,
indicating our expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default. The company intends
to use the proceeds from the new term loans, along with cash on
hand, to repay balances under the prior term loan (of which $950
million was outstanding at Sept. 30, 2011)," S&P said.

"Our 'BB' corporate credit rating on SFEC remains unchanged, as
does the stable rating outlook," S&P said.

"Our 'BB' corporate credit rating reflects our assessment of the
company's business risk profile as 'fair' and our assessment of
the company's financial risk profile as 'significant', according
to our criteria," S&P said.

"Our assessment of SFEC's business risk profile as fair reflects
our belief that management will remain diligent with respect to
cost controls and disciplined with respect to pricing," said
Standard & Poor's credit analyst Ariel Silverberg, "which should
result in unadjusted EBITDA margin remaining in the low- to mid-
30% area." "The assessment also reflects SFEC's good geographic
diversity and the relatively high barriers to entry in the
industry. We believe these factors are offset, however, by the
vulnerability of operations to adverse weather conditions, a risk
exacerbated by the highly seasonal nature of the business, given
the majority of EBITDA is generated in the second and third
quarters. The company's reliance on consumer discretionary
spending, as well as high capital expenditure requirements, also
weigh on our business risk assessment."

"The stable rating outlook reflects our expectation that adjusted
leverage will remain around 3x over the intermediate term, a level
we believe supports our 'BB' corporate credit rating, given our
assessment of SFEC's business risk profile as fair. Higher ratings
would necessitate a longer track record of unadjusted EBITDA
margin in the low- to mid-30% area, but would also require
an improved intermediate-term economic outlook. Additionally,
higher ratings would also require our belief that adjusted
leverage would be sustained under 3x over the long run, which
would provide a cushion for lower EBITDA in a meaningfully weaker
economy," S&P said.

"Lower ratings seem unlikely at this time, given our expectation
with respect to leverage under our performance expectations for
2012 and 2013, although we would consider a downgrade if EBITDA
declines more significantly than we currently anticipate,
resulting in leverage rising above 4x on a sustained basis," S&P
said.


SOUTHEST CORPORATE: Fitch Withdraws 'E' Individual Rating
---------------------------------------------------------
Fitch Ratings has affirmed the 'A+' long-term Issuer Default
Rating (IDR) and 'F1+' short-term IDR of Southeast Corporate
Federal Credit Union (Southeast) based on its announcement that it
plans to merge with Corporate One Federal Credit Union (CorpOne).
The Rating Outlook is Stable.

Southeast and CorpOne have entered into agreement to pursue a
merger and the two corporates are currently working together to
complete the due diligence process.  The merger is subject to
National Credit Union Association (NCUA) Board approval, as well
as membership approval from both companies.  The merger is
expected to be completed by the third quarter of 2012.

Fitch's affirmation of Southeast's long-term IDR reflects that the
company's IDR is currently at its Support rating floor. Fitch
believes that Southeast continues to benefit from the various
support mechanisms put in place to maintain liquidity in the
corporate credit union system and that it is still operating with
regulatory forbearance from NCUA given its weak capital position.

Fitch has also affirmed the Viability rating of 'c' and Individual
rating of 'E', removing them from Rating Watch Negative where they
were placed on Aug. 31, 2011.  In addition, Fitch is withdrawing
both the Viability and Individual ratings at this time.

Fitch takes the following rating actions:

Southeast Corporate Federal Credit Union

  -- Long-term IDR affirmed at 'A+'; Outlook Stable
  -- Short-term IDR affirmed at 'F1+';
  -- Viability at 'c'; affirmed and withdrawn; removed from Rating
     Watch Negative
  -- Individual at 'E'; affirmed and withdrawn; removed from
     Rating Watch Negative
  -- Support at '1'; unaffected;
  -- Support Floor at 'A+'; unaffected.


STANDARD GOLD: Inks Forbearance Agreement with Pure Path
--------------------------------------------------------
Shea Mining and Milling LLC and NJB Mining, Inc., entered into a
certain Loan Agreement, on Aug. 21, 2009, pursuant to which NJB
made a $2,500,000 loan secured by a Deed of Trust and Security
Agreement with Assignment of Rents and Fixture Filing, on certain
real and personal property rights located in Tonopah, Nevada.

On March 15, 2011, Standard Gold, Inc., executed an Assignment and
Assumption of Loan Documents and Loan Modification Agreement, by
and between the Company, Shea and NJB for the Tonopah property,
pursuant to which the Company acquired all of Shea's right, title
and interest in Tonopah, and assumed all of the associated
liabilities, including those contained in the Loan Documents.  The
Loan matured on Aug. 21, 2010, and the Company failed to pay the
balance due and owing under the Loan and was unable to cure the
Default.  As a result of the Default, NJB had the immediate right
to exercise it rights and remedies under the Loan Agreement,
including without limitation, foreclosing on the Tonopah property.

On Sept. 1, 2011, the Company and NJB entered into that certain
forbearance agreement, whereby NJB agreed to forbear, until
Oct. 10, 2011, from initiating legal proceedings, including
foreclosure of the Deed of Trust, to enforce collection remedies
against the Registrant under the Loan Agreement.  Furthermore, NJB
agreed that the Company could extend the Forbearance Period for
two additional thirty day periods, until Dec. 9, 2011.

On Dec. 9, 2011, Pure Path Capital Management Company, LLC,
purchased the Loan Documents and the NJB Forbearance Agreement
directly from NJB.  On Dec. 21, 2011, the Company entered into an
amended and restated forbearance agreement with Pure Path, whereby
Pure Path extended the provisions of the NJB Forbearance
Agreement.

As of December 21, 2011, the principal amount outstanding on the
Loan is $2,047,728.  Pure Path agreed to temporarily forbear from
initiating legal proceedings, including foreclosure of the Deed of
Trust, to enforce collection remedies for such principal amount
against the Company or its interests in Tonopah under the Loan
Agreement, until March 9, 2012.

Furthermore, Pure Path agreed that the Company may extend the
Forbearance Period for an additional three month period provided
that the Company notifies Pure Path in writing of its intent to
extend and makes an interest payment of accrued interest on or
prior to March 9, 2012.  Upon that notice and payment, the
Forbearance Period will be automatically extended until June 8,
2012.  If (i) Pure Path has not been paid in full on or prior to
June 8, 2012, or (ii) the Company has not entered into definitive
documentation with Pure Path for an alternative financing
arrangement, then in addition to all other remedies provided for
in the A&R Forbearance or in any Loan Document, the Company will
issue to Pure Path 5,000,000 shares of its un-registered common
stock.

The A&R Forbearance Period will terminate immediately, at Pure
Path's option, and without notice to or action by any party, upon
the earlier of: (i) expiration of the Forbearance Period, or (ii)
a material breach by the Registrant of the A&R Forbearance
Agreement.

A full-text copy of the A&R Forbearance Agreement is available for
free at http://is.gd/a7dIoG


                        About Standard Gold

Standard Gold, Inc., headquartered in Minneapolis, Minnesota,
closed a series of transactions whereby it acquired certain assets
of Shea Mining & Milling, LLC, which assets included permits,
water rights, mine dumps, the assignment of a lease and contract,
and some significant assets located in Tonopah, Nevada.

With the completion of the Shea transactions, the Company plans to
enter into the precious metal toll milling business and
anticipates that it will be able to report revenues from tolling
operations by the fourth quarter.


STOCKDALE TOWER: Has Access to LBUS Cash Collateral Until March 31
------------------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California authorized, on a final basis,
Stockdale Tower 1, LLC, to use the cash collateral until March 31,
2012, with this exception:

   * with respect to any line item in Exhibit A, if the Debtor
does not use the allotted cash collateral in one month, it may use
the remaining unused cash allotted to that line item to cover
expenses in the following month, provided said expenses are only
to be expended for the same purpose.  In no event will the Debtor
exceed total permitted expenditures for any line item on a
cumulative basis without agreement or a further Court order.

The Debtor and LBUS 2004-C6 Stockdale Office Limited Partnership
are authorized to increase the total authorized use of cash
collateral by agreement between the parties if the Debtor requires
use of more cash collateral than the amount that is authorized.

The Debtor's use of cash collateral is subject to an contractual
requirements and limitations and requirements placed upon the
Debtor by the Bankruptcy Code.

LBUS will have the right to object to the continued use of the
cash collateral until March 31, by seeking further order of the
Court.

                       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.  The Debtor disclosed $17,880,755 in assets
and $17,870,212 in liabilities as of the Chapter 11 filing.


SUMMER VIEW: Cash Collateral Hearing Scheduled for Dec. 28
----------------------------------------------------------
The Hon. Alan M. Ahart the U.S. Bankruptcy Court for the Central
District of California approved a stipulation authorizing, on an
interim basis, Summer View Sherman Oaks, LLC to use the cash
collateral.

A further hearing on the Debtor's motion for further use of cash
collateral is set for Dec. 28, 2011, at 10:00 a.m.

As reported in the Troubled Company Reporter on Dec. 20, 2011, the
Debtor asked the Court to approve a stipulation authorizing the
use of U.S. Bank, N.A.'s cash collateral until Feb. 28, 2012.

The lender contended that as of Oct. 11, 2011, the total
indebtedness on the loan, including a yield maintenance premium
which is due in accordance with the loan documents, is in excess
of $18,323,199.

The stipulation entered between the Debtor and U.S. Bank dated as
of Nov. 17, provided for, among other things:

   -- the cash collateral consists of collected rents and any
   other proceeds from the property located at 15353 Weddington
   Street, Sherman Oaks, California;

   -- the Debtor will use the cash collateral to operate the
   property;

   -- the Debtor will not use the cash collateral in any amount:
   (a) in excess of 10% of any line item for any given month; and
   (b) in excess of 5% of the total aggregated budget for any
   given month;

   -- a $78,584 monthly adequate protection payment to U.S. Bank;

                  About Summer View Sherman

The West Hollywood, California-based Summer View Sherman Oaks LLC,
aka Summer View Sherman Oaks Apartments LLC, a single-asset real
estate company, is the owner of a 169-unit apartment building
locate at 15353 Weddington Street, in Sherman Oaks, California.
The sole member of the Debtor is the Efim Sobol Family Trust Dated
November 18, 1995.  Dr. Efim Sobol's mother, Sonia Sobol, 88 years
old, is the sole trustee and beneficiary of the Efim Sobol Trust.

The Company filed for bankruptcy under Chapter 11 (Bankr. C.D.
Calif. Case No. 11-19800) on Aug. 15, 2011.  Judge Alan M. Ahart
presides over the case.  The Debtor disclosed $23,228,304 in
assets and $16,535,378 in liabilities as of the Chapter 11 filing.
The petition was signed by Sonia Sobol, member.

Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law
Group, LLP, in Los Angeles, Calif., represent the Debtor as
counsel.


SUN RIVER: Posts $2.9 Million Net Loss in Oct. 31 Quarter
---------------------------------------------------------
Sun River Energy, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.9 million on $133,000 of revenues for
the three months ended Oct. 31, 2011, compared with a net loss of
$446,000 on $nil revenues for the three months ended Oct. 31,
2010.

For the six months ended Oct. 31, 2011, the Company has reported a
net loss of $5.5 million on $244,000 of revenues, compared with a
net loss of $1.5 million on $nil revenues for the six months ended
Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed $21.9 million
in total assets, $9.6 million in total liabilities, and
stockholders' equity of $12.3 million.

Going Concern Considerations

During the three and six months ended Oct. 31, 2011, the Company
has continued to incur losses, and has negative working capital of
$9.2 million at Oct. 31, 2011.

"Subsequent to Oct. 31, 2011, we are attempting to raise capital
to resolve our working capital requirements and develop our oil
and gas assets," the Company said in the filing.  "We are, to a
limited degree, evaluating the sale of certain shallow mineral
rights."

The Company is also exploring other options to meet its current
financial obligations when due.  The Company says, however, that
there can be no assurance that the Company will be able to execute
any or all of the contemplated transactions, which raises
substantial doubt about the Company's ability to continue as a
going concern.

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

                       http://is.gd/yDeKgp

Dallas, Texas-based Sun River Energy, Inc., is an oil and gas
exploration and production company.  Sun River owns mineral
interests in three major geological areas.

Sun River's largest acreage is its undeveloped acreage in the
Raton Basin of Colfax County, New Mexico. The Company owns
subsurface and timber rights in fee simple.  The total rights
approximate 242,000 gross acres.


TAO-SAHI LP: Has Access to S2 Cash Collateral Until Dec. 31
-----------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas signed the fourth interim agreed order,
authorizing Tao-Sahi, LP, to use cash collateral of S2 Acquisition
LLC until Dec. 31, 2011.

Pursuant to an agreed order, S2 Acquisition consented to use of
the cash collateral to fund the Debtor's business operations
postpetition.

The Court also ordered that the asset management fee payable to
TAO Development Group, LLC will not exceed 1%.

As reported in the Troubled Company Reporter on Aug. 30, 2011, S2
Acquisition asserts claims against the Debtor of $19,554,569
(exclusive of pre- and postpetition attorney fees, costs and
expenses, late charges and other costs chargeable under the Loan
Documents.

As adequate protection, the Debtor will make a monthly payment of
$40,170 to S2 Acquisition, and a monthly payment of up to $10,000
of S2 Acquisition's fees and expenses until the effective date of
a confirmed plan.

S2 Acquisition is also granted a first replacement liens and
additional lien on all assets of the Debtor and an allowed
superpriority administrative claim.

The collateral and superpriority claims is subject to a carve out
for professional fees and fees to be paid to the Clerk of the
Court and the U.S. Trustee.

The Debtor did not disclose is a hearing for continued use of the
cash collateral is set.

                        About Tao-Sahi LP

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., and Jack Skaggs, Esq., at Jackson Walker LLP,
in Austin, Tex., serve as bankruptcy counsel.  Bolton Real Estate
Consultants, Ltd., serves as the Debtor's appraiser.  In its
Schedules, the Debtor disclosed $24,735,728 in assets and
$20,584,065 in debts.  The petition was signed by Clayton Isom,
CEO of Tao Development Group, LLC, general partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.


TAWK DEVELOPMENT: To Seek Approval of Plan at Jan. 20 Hearing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada entered, on
Dec. 21, 2011, an order approving on a conditional basis Tawk
Development, LLC's proposed disclosure statement relating to the
Debtor's Plan of Reorganization.

The Debtor has been directed to promptly distribute solicitation
packages to holders as of the Nov. 1, 2011 Record Date, of allowed
claims in Class 1 (Secured Lender Claim) and Class 4 (General
Unsecured Creditors), which classes are designated as impaired
under the plan and entitled to vote to accept or reject the Plan.

Holders, as of the Record Date, of Claims and Interests in Class 2
(Secured Sewer Claim), Class 3 (Other Priority Unsecured Claims),
and Class 5 (Equity Securities), are unimpaired and therefore,
will not receive solicitation packages.

All Ballots must be properly executed, completed, and the original
thereof will be delivered to Debtor's counsel so as to be actually
received by no later than 5:00 p.m. on Jan. 11, 2012.

The combined hearing on the final approval of the Disclosure
Statement and confirmation of the Plan will be held on Jan. 20,
2012, at 9:30 a.m.

Objections to confirmation of the Plan, if any, are due no later
than Jan. 16, 2012.  All replies to any objections to confirmation
and Debtor's points and authorities in support of confirmation of
the Plan must be filed with the Court by no later than Jan. 18,
2012.

The ballot summary must be filed by Debtor on or before Jan. 13,
2012.

The Plan provides that on and after the Effective Date, all of
Debtor's Assets will vest in Reorganized Debtor and Reorganized
Debtor will continue to exist as a separate entity in accordance
with applicable law.  Except as otherwise provided in the Plan or
the Confirmation Order, the Cash necessary for Reorganized
Debtor to make payments pursuant to the Plan may be obtained from
existing Cash balances and Debtor's operations.

The Plan classifies the various claims against and interests in
the Debtor into five (5) Classes: Class 1 Secured Lender Claim,
Class 2 Secured Sewer Claim, Class 3 Other Priority Unsecured
Claims, Class 4 General Unsecured Claims, and Class 5 Equity
Securities.

The Class 1 Secured Lender, owed in the principal amount of
$19,935,848, will receive interest-only payments for the first 36
months after the Effective Date.  Beginning on the 10th calendar
day of the 37th month after the Effective Date and each subsequent
month thereafter through the Maturity Date, Reorganized Debtor
will pay to Secured Lender a monthly payment of principal and
interest, with the principal component of each payment determined
by amortizing the principal balance of the Class 1 Allowed Secured
Lender Claim over a 30-year amortization period at the then
applicable interest rate set forth in Section 4.1.1(a) of the
Plan.

Prior to the Maturity Date, Reorganized Debtor will have the right
to refinance the Secured Note or sell the Real Property, however,
Secured Lender will not receive any prepayment penalty as a result
of a refinancing or sale.

Except to the extent that a Creditor with an Allowed General
Unsecured Claim and Reorganized Debtor agree to the alternate
single payment treatment discussed below, each Creditor with an
Allowed General Unsecured Claim in Class 4, owed in the aggregate
principal amount $630,200, will be paid in full with interest.
The Initial Quarterly Distribution Date will be on April 16, 2012.
The Final Distribution will occur on or before April 1, 2017.

On the Effective Date through Feb. 29, 2012, each Creditor with an
Allowed General Unsecured Claim may make the Single Distribution
Election.  If Reorganized Debtor determines, in its sole
discretion, to accept a properly tendered Single Distribution
Election, then within thirty (30) Business Days of Reorganized
Debtor's receipt of the Single Distribution Election, Reorganized
Debtor will tender to such Creditor payment in the sum of thirty
percent (30%) of such Creditor's Allowed General Unsecured Claim.

On the Effective Date, the Holders of Equity Securities of Debtor
shall retain all of their legal interests.  Holders in Class 5 are
Unimpaired, are deemed to have accepted the Plan, and are not
entitled to vote on the Plan.

       http://bankrupt.com/misc/tawkdevelopment.doc202.pdf

                      About Tawk Development

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
10584) on Jan. 14, 2011.  Gerald M. Gordon, Esq., and Talitha Gray
Kozlowski, Esq., at Gordon Silver, in Las Vegas, Nevada, represent
the Debtor as counsel.  The Debtor disclosed $22,747,153 in assets
and $21,263,119 in liabilities as of the Chapter 11 filing.

Attorneys at Quarles & Brady LLP and Pisanelli Bice PLLC represent
Aviva Real Estate Investors (Falcon Landing), LLC, as counsel.
Aviva is the Debtor's principal secured creditor.

No offical committes have been appointed and no request for the
appointment of a trustee has been made.


TBS INTERNATIONAL: Reaches Deal With Lenders on Restructuring
-------------------------------------------------------------
TBS International plc has reached agreements with its bank lenders
on terms to reduce its leverage and refresh its fleet.  As part of
these agreements, TBS and the syndicates led by Bank of America
and DVB Group Merchant Bank have agreed on terms to restructure
outstanding indebtedness that contemplate exchanging existing
senior debt for new senior debt and equity and the refreshing of
the TBS fleet by long-term charters of modern tweendeckers and
bulk carriers.  These terms provide for payment in full of the
amounts owed to the Bank of America and DVB syndicates over a
significantly extended maturity period, the continued business
operations of TBS under current management and the same quality of
Five Star service that TBS's customers have always experienced.
TBS's other lenders, Credit Suisse and American International
Group, have agreed on similar terms.  TBS also is reducing its
leverage by delivering, at the completion of their present
voyages, the six vessels that are collateral for loans from a
syndicate led by The Royal Bank of Scotland in exchange for a full
release of all amounts owed to that syndicate.  The terms of these
agreements do not provide for any remaining value in the
outstanding ordinary or preferred shares of TBS.

Joseph Royce, the Chief Executive Officer of TBS, remarked that
"TBS is extremely pleased to have agreed these terms with our
various creditor groups.  These terms will permit us to reduce our
outstanding indebtedness by almost 50%, significantly reduce our
ongoing payments of principal and interest, refresh our fleet with
modern tweendeckers and bulk carriers and continue to serve our
customers around the globe."

                    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.


THEATRE CLUB: Failed to Correct Plan Defects, Says Bank
-------------------------------------------------------
The Theatre Club of Los Angeles, LLC, filed on Dec. 5, 2011, a
First Amended Disclosure Statement relating to the Debtor's
Chapter 11 Plan that "may provide for the Debtor to reorganize by
continuing to operate, to liquidate by selling assets of the
estate, or a combination of both."

Except as provided in Section V.F., and except as provided
elsewhere in the Plan, the confirmation of the Plan revests all of
the property of the estate 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) or (iii) through additional
capital contributions by the principals of Debtor.

While not necessary to make the payments called for under the
Plan, the Reorganized Debtor anticipates it will also generate
additional revenue from the continued operation of its business as
an operator and developer of real property assets, including those
assets currently in its possession and assets it may acquire in
the future.

                      Classification Summary

The Plan classifies the various Claims against and Interests in
the Debtor into six (6) Classes: Secured Claim of East West Bank
(Class 1), Secured Claim of Keith Austin (Class 2), Secured Claim
of Cardiff Equities, LLC (Class 3), Claim of the California
Franchise Tax Board (Class 4), Non-Insiders General Unsecured
Creditors (Class 5), Insiders General Unsecured Creditors (Class
6), and Interest Holders (also classified under Class 6).

In this case, the Proponent believe that Classes 1, 2, 3 and 5 are
impaired and that holders of claims in each of these classes are
therefore entitled to vote to accept or reject the Plan. The
Proponent believes that Class 4 is unimpaired and that holder of
claims in that class therefore do not have the right to vote to
accept or reject the Plan.

East West Bank has filed a proof of claim in the total amount of
$8,041,795, secured by the Variety Arts Theatre property.

The modified East West loan will amortized over 30 years, due in 8
years.  On the Effective Date, Debtor will commence making monthly
payments to East West in the amount of $44,407.  Debtor will owe a
balloon payment of $6,988,6382 at the end of year 8 of the Plan.

General Unsecured Creditors in Class 5, owed $2,000, will receive
payments in the amount of $100 per month until paid.  No interest
will be paid.

General Unsecured Creditors (Insiders), owed $340,219, will
receive payments of $1,000 per month until paid in full.  No
interest will be paid.

Interests in the Debtor will be maintained.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/theatreclub.doc58.pdf

East West Bank objects to approval of the Theatre Club of Los
Angeles, LLC's First Amended Disclosure Statement relating to the
Debtor's Chapter 11 Plan of Reorganization.  In support of its
objection, the Bank states:

                         Objection No. 1

The Debtor has failed to correct a number of defects noted by the
Court and the Bank in the initial Disclosure Statement despite the
Debtor's assurances it would do so.  The objections not addressed
in the Amended Disclosure Statement include the following:

(a) Failure to separately classify real property secured tax
claims, notwithstanding that the Debtor now proposes to pay those
claims in full on the Effective Date through "capital
contributions by the principals of Debtor".  This needs to be
corrected in the Amended Plan and Amended Disclosure Statement;

b) Fails to set forth the basis for the valuations of the Debtor's
principal asset, the real property located at 940 Figueroa Street,
Los Angeles, California known as the Variety Arts Theatre
("Property"), or of the 8 lots on Brilliant Way ("8 Lots"), other
than to refer to the values as the "Debtor's Estimate";

(c) Continued retention of alternative, uncertain and unsupported
provisions regarding the funding of the plan through leases, or
proceeds from the sale of the 8 Lots, or now, "additional capital
contributions by the principals of Debtor".  Since the Debtor even
more clearly in the Amended Disclosure Statement admits there is
no equity in the Property or in the 8 Lots to provide a means of
funding the plan, the continued reference to these alternatives
without specific details as to the anticipated implementation of
leases or a sale to fund the plan are nonsensical;

(d) Failure to explain how the Debtor intends to fund litigation
against the Bank, particularly when the Debtor has never sought or
obtained approval to engage litigation counsel post-petition under
11 U.S.C. Section 327.

Objection No. 2

The Debtor has no tenants prepared to lease the Property as
illustrated by Exhibits G and H to the Amended Disclosure
Statement.

Objection No. 3

The Debtor failed to attach historical income and expense
information but provided counsel for the Bank "Exhibit J" to the
Amended Disclosure Statement which the Debtor states was
inadvertently omitted from the filed version of the Amended
Disclosure Statement.  The information is unenlightening and
provides no details of the sources of "income" and nature of the
"expenses".

Objection No. 4

The Amended Disclosure Statement and Amended Plan contain terms
regarding the treatment of the Bank's claim that improperly seek
to alter the terms and legal rights and claims of the Bank against
the principals of the Debtor's members under their continuing
guaranties which is the subject of pending litigation in the state
court.  The Bank states that these improper provisions of the
Amended Disclosure Statement and Amended Plan should be ordered
stricken.

Objection No. 5

The Debtor's Amended Disclosure Statement and Amended Plan make
several references to funding of payments by the "capital
contributions by the principals of Debtor."  The "principals" are
not identified, and their ability to fund any such capital
contributions is highly suspect.  The Bank has a pre-judgment
attachment against each of the two principals of the members of
the Debtor, Mr. Houk and Mr. Abassi, in an amount approaching
$8 million.  The Amended Plan provides for these "principals" to
contribute roughly $125,000 in cash on the effective date of the
plan, and indicates they may make additional capital contributions
to fund the plan post-confirmation.  No information concerning the
financial ability of the undisclosed "principals" is provided or
the limit of their ability or intent to make contributions to the
Debtor.

"If the principals are willing to fund expenses of the Debtor,
they certainly have not made any funds available to pay the Bank's
debt in 14 months even in the face of attachment proceedings
against them," the Bank adds.

A copy of the Bank's objection is available for free at:

          http://bankrupt.com/misc/theatreclub.doc60.pdf

Headquartered in Los Angeles, California, The Theatre Club of Los
Angeles, LLC, a California Limited Liability Company formed in
2006, is in the business of acquiring, operating and making real
estate investments, and by and through the efforts of its
consultants and managers to then sell or lease the properties at a
profit.  The Debtor's principal asset is the Variety Arts Theatre
in downtown Los Angeles.  The Company 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.


THURMON BELL: BB&T Suit Reinstated, Trial to Begin in March
-----------------------------------------------------------
At behest of Branch Banking and Trust Company, District Judge
Kristi K. DuBose reinstated a lawsuit filed by the bank after
settlement talks failed to progress.  Defendants F. Rutherford
Smith Jr. and R & T Rentals LLC participated in a mediation and
the mediator reported that the parties had reached a settlement
but 90 days were necessary to complete the settlement
contingencies and prerequisites.  At that time, the action was
dismissed with prejudice as to Mr. Smith and R & T, subject to the
right of either party to reinstate the action within 90 days
should the settlement not be completed.  BB&T has informed the
Court that the settlement agreement contingencies have not been
completed and the action has not been resolved as to Mr. Smith and
R & T.

Judge DuBose's Order dated Dec. 20, 2011, which is available at
http://is.gd/yRA06Rfrom Leagle.com, provides for this timeline:

     -- submission of Joint Pretrial Document due Feb. 22, 2012;

     -- pretrial conference on Feb. 29, 2012 at 10:30 a.m. in
        Mobile, Alabama; and

     -- trial sometime during the month of March 2012.

The action was stayed as to defendant C. Thurmon Bell because he
had filed a Chapter 11 bankruptcy.

The case is BRANCH BANKING AND TRUST COMPANY, v. R & T RENTALS,
LLC, et al., Civil Action No. 10-0518-KD-N (S.D. Ala.).

C. Thurmon Bell filed for Chapter 11 bankruptcy (Bankr. S.D. Ala.
Case No. 11-03673) to restructure primarily business debts.


TOWN CENTER: Court OKs Genovese Joblove as Committee Counsel
------------------------------------------------------------
The Official Unsecured Committee of Town Center at Doral LLC,
Landmark at Doral East LLC, Landmark at Doral South LLC, Landmark
Club at Doral LLC and Landmark at Doral Developers LLC sought and
obtained permission from the U.S. bankruptcy Court for the
District of Florida to retain Glenn D. Moses, Esq. of Genovese,
Joblove & Batista, P.A., as counsel.

Upon retention, the firm will, among other things:

   -- advise the Committee with respect to its rights, powers, and
      duties in these Chapter 11 cases;

   -- assist and advise the Committee in its consultations with
      the Debtors relative to the administration of these Chapter
      11 cases; and

   -- assist the Committee in analyzing the claims of the Debtors'
      creditors in the negotiations with such creditors.

Glenn D. Moses, Esq., shareholder of Genovese, Joblove & Batista,
P.A., attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

          Personnel              Rates
          ---------              -----
          Attorneys             $200-$600
          Legal assistants      $125-$180

                       About Town Center

Town Center at Doral LLC, Landmark at Doral East LLC, Landmark at
Doral South LLC, Landmark Club at Doral LLC and Landmark at Doral
Developers LLC, companies associated with the aborted Landmark at
Doral development, filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19, 2011, almost
three years after AmTrust Bank sought to foreclose on the project.
Town Center at Doral LLC posted assets of $29,297,300 and
liabilities of $166,133,171.  Isaac Kodsi signed the petitions as
vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP
in Miami, serves as counsel to the Debtors.

Glenn Moses, Esq., at Genovese Joblove & Battista, represents the
official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


UNITED RENTALS: Fitch Puts 'B+' Long-Term IDR on Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed the long-term Issuer Default Rating (IDR)
of United Rentals (North America) Inc. (URNA) and the long-term
IDR of its parent company, United Rentals Inc. (URI), on Rating
Watch Negative.  All debt-level ratings have also been placed on
Rating Watch Negative. Approximately $2.9 billion of debt is
affected by these rating actions.

The rating action follows the recent announcement made by URI that
they have entered into a definitive merger agreement under which
the company will acquire RSC Holdings, Inc. (RSC) in a cash-and-
stock transaction valued at $18.00 per share, or a total
enterprise value of $4.2 billion, including $2.3 billion of net
debt.  The proposed transaction is expected to provide URI with a
lower cost base and a less volatile revenue profile.
Additionally, the new company is expected to benefit from
increased rental penetration and realization of over $200 million
of potential cost savings.

However, Fitch has concerns centering on the increased level of
debt that URI will have to issue to finance the cash portion of
the transaction, which may weaken its financial flexibility.
Based on the current terms, the acquisition appears to bring a
more secured element to URI's funding profile, which will
potentially lower the recoveries for unsecured debtholders.  The
acquisition would also add near-term integration and execution
risks to URI's current business model.  Additionally, Fitch views
the URI Board's announcement of up to $200 million in stock
buyback after closing as being aggressive, in light of URI's
leverage and capital levels.

In resolving the Rating Watch, Fitch will review the prospective
impact of the acquisition on URI's credit profile and capital
structure, its ability to achieve prospective synergies, and
expected integration costs.  Fitch expects the IDR of URNA and URI
will go no lower than one notch following the merger.  However,
the unsecured and subordinate debt level ratings may be lowered
more than one notch given poorer recovery prospects.

The notching of the parent company's (URI) IDR below that of URNA
reflects that the vast majority of the assets are at the operating
company level and are therefore unavailable for the repayment of
holding company notes.

Headquartered in Greenwich, CT, URI is the largest equipment
rental company in the world with $4 billion in assets as of Sept.
30, 2011.  The company was founded and taken public in 1997.  As
of Sept. 30, 2011, URI's rental fleet carried an original
equipment cost of $4.3 billion and consisted of approximately
2,900 classes of equipment.  URNA is the principal operating
subsidiary of URI.  As of third quarter 2011, nearly 75% of the
consolidated entity's assets and liabilities were held within
URNA.  URI currently operates 541 rental locations in the U.S. and
Canada. The company maintains a well-established retail franchise
across North America, with concentrations on the eastern and
western seaboard.

Fitch has placed the following ratings on Rating Watch Negative:

United Rentals, Inc (URI)

  -- Long-term IDR at 'B'.

United Rentals (North America), Inc. (URNA)

  -- Long-term IDR at 'B+';
  -- Senior secured debt at 'BB/RR1';
  -- Senior unsecured debt at 'B+/RR4';
  -- Subordinated debt at 'B/RR6'.


VITESSE SEMICONDUCTOR: Amends $75 Million Securities Offering
-------------------------------------------------------------
Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission amendment no. 1 to Form S-3 registration
statement relating to the Company's offer up to $75,000,000 of any
combination of common stock, preferred stock, warrants, units and
debt securities.

The Company will provide the specific terms of these offerings and
securities in one or more supplements to the prospectus.

The Company's common stock is traded on The Nasdaq Global Market
under the symbol "VTSS."  On Dec. 1, 2011, the last reported sale
price of the Company's common stock on The Nasdaq Global Market
was $2.23.

On Dec. 1, 2011, the aggregate market value of the Company's
outstanding common stock held by non-affiliates was $54,284,504.

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

                        http://is.gd/Of1t2N

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission, its Annual Report on Form 10-K reporting
a net loss of $14.81 million on $140.96 million of net revenues
for the year ended Sept. 30, 2011, compared with a net loss of
$20.05 million on $165.99 million of net revenues during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $60.99
million in total assets, $89.45 million in total liabilities and a
$28.45 million total stockholders' deficit.


WARNER MUSIC: S&P Affirms 'B+' Corporate Credit Rating
------------------------------=-----------------------
Standard & Poor's Ratings Services revised its rating outlook on
Warner Music Group Corp. (WMG) to negative from stable. "We
affirmed the 'B+' corporate credit rating on the company, as
well as the issue-level ratings on the debt held at the company's
subsidiaries. The recovery ratings on these debt issues also
remain unchanged," S&P said.

"The outlook revision is based on the company's discretionary cash
flow (defined as cash flow from operations less capital
expenditures) generation being below our expectation for its
fiscal year ended Sept. 30, 2011," said Standard & Poor's credit
analyst Michael Altberg.

"Excluding one-time transaction expenses related to the
acquisition of WMG by Access Industries in July 2011, as well as
additional cash severance costs related to its restructuring
initiatives, we estimate discretionary cash flow was minimally
positive for the year. In addition to the ongoing digital
transition in the industry, WMG had several album releases that
performed below expectations, which led to its U.S. album market
share dipping below 20% in 2011 according to Nielsen Soundscan.
While we acknowledge market share can fluctuate over a given
period based on album releases, the declining trend in
discretionary cash flow over the last two years makes us less
certain of the company's competitive position and its ability to
restore cash on par with historical levels," S&P said.

"The 'B+' corporate credit rating reflects continued uncertainty
surrounding revenue and profitability trends at WMG over the
intermediate term, despite U.S. retail unit sales being up about
4.4% through November 2011. Our characterization of the company's
business risk profile as 'weak' (based on our criteria) reflects
our expectation of continued declines in the recorded music
business over the intermediate term and slow growth in music
publishing. We view the financial risk profile as 'aggressive,'
considering WMG's high debt to EBITDA and the lack of visibility
regarding the pace of leverage reduction given uncertain industry
trends, though these factors are modestly offset by the company's
'adequate' liquidity," S&P said.

"WMG is the third-largest recorded music company, with a global
market share of about 15% in 2010. Assuming Vivendi SA unit
Universal Music Group's acquisition of EMI's recorded music
division is completed, Universal's global market share would
expand to roughly 40% from 28%, with its U.S. share being even
higher. If the deal receives regulatory approval, we believe
competitive risk to WMG and others could increase. Risks include
higher competition for WMG in signing new artists, as well as
Universal potentially gaining leverage with emerging digital
distribution platforms compared to competitors. WMG unit
Warner/Chappell is the third-largest music publisher, with a
global market share of 14% in 2010. Assuming Sony/ATV Music
Publishing LLC's acquisition of EMI Music Publishing is completed,
the combined company would become the global market share leader,
marginally ahead of Universal Music Publishing Group, with both
likely holding an advantage over WMG in signing composers and
songwriters," S&P said.

"Under our base case scenario, we expect recorded music revenue to
decrease at a low-single-digit percentage rate in fiscal 2012,
driven by continued high-single to low-double-digit percentage
declines in physical sales. In music publishing, we expect revenue
to be relatively flat in fiscal 2012, as ongoing declines in
mechanical (physical recordings) revenue will likely modestly
offset synchronization and performance revenue resulting from the
continued slow recovery in U.S. broadcast advertising and recent
acquisitions. As a result, under our base case scenario, we expect
consolidated revenue to decline at a low-single-digit rate in
fiscal 2012," S&P said.


WCA WASTE: Moody's Reviews 'B2' Corporate for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed all ratings of WCA Waste
Corporation under review for possible downgrade following the
company's announcement of a merger agreement with Macquarie
Infrastructure Partners II, in a $526 million transaction. The
review will consider impact on strategy, financial policy and
capital structure from the announced merger. Provisions under
WCA's $175 million senior unsecured notes indenture require, as
defined, the company to offer to redeem outstanding notes upon a
change of control. The company expects to fund the transaction
with proceeds from new senior credit facilities. Depending on the
ultimate structure of WCA's debts after the transaction, the
existing note rating could be subject to downward revision.
Moody's expects to conclude the review in Q1-2012.

RATINGS RATIONALE

The company's speculative grade liquidity rating of SGL-3,
denoting adequate liquidity, is unaffected by the development.

Ratings:

Corporate family, placed under review for possible downgrade from
B2

Probability of default, placed under review for possible downgrade
from B2

$175 million senior unsecured notes due 2019, placed under review
for possible downgrade from B3, LGD5, 76%

Speculative grade liquidity, unchanged at SGL-3

The principal methodology used in rating WCA Waste Corporation was
the Solid Waste Management Industry Methodology published in
February 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.

WCA Waste Corporation, based in Houston, TX, is a provider of non-
hazardous solid waste management services. Revenues for the last
twelve months ended September 30, 2011 were $263 million.


ZOGENIX INC: Amends Co-Promotion Agreement with Astellas
--------------------------------------------------------
Zogenix, Inc., and Astellas Pharma US, Inc., entered into an
amendment, to the Co-Promotion Agreement dated as of July 31,
2009, by and between the Company and Astellas.  Under the
Agreement, Astellas and the Company have collaborated on the
promotion and marketing of Sumavel DosePro with the Company
focusing its sales activities primarily on the neurology market
while Astellas focused mostly on primary care physicians.

Under the Amendment, beginning Jan. 1, 2012, the Company will
assume responsibility from Astellas for marketing Sumavel DosePro
to selected primary care physicians and other Astellas-targeted
physicians and professionals pursuant to a promotion transition
plan to be mutually agreed upon.  The Company and Astellas also
agreed to terminate the Agreement effective as of March 31, 2012.
As a result of the termination, the Company will be required to
make two annual tail payments to Astellas, calculated as
decreasing fixed percentages of net sales (ranging from a mid-
twenties percentage down to a mid-teen percentage) from the
segment of physicians and professionals targeted by Astellas
during the 12 month period ending on March 31, 2012.

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.

The Company also reported a net loss of $60.19 million on
$29.67 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $71.42 million on $14.63
million of total revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed
$116.88 million in total assets, $86.71 million in total
liabilities and $30.16 million in total stockholders' equity.


* BOND PRICING -- For Week From Dec. 19 to 23, 2011
---------------------------------------------------

  Company             Coupon   Maturity  Bid Price
  -------             ------   --------  ---------
AMBAC INC              9.375   8/1/2011    10.000
AMBAC INC              9.500  2/15/2021    10.000
AMBAC INC              7.500   5/1/2023    10.000
AMBAC INC              5.950  12/5/2035    10.000
AHERN RENTALS          9.250  8/15/2013    20.500
AMR CORP               9.000   8/1/2012    20.110
AM AIRLN PT TRST      10.180   1/2/2013    57.000
AM AIRLN PT TRST       9.730  9/29/2014    23.750
AMR CORP               6.250 10/15/2014    23.250
AMR CORP               9.000  9/15/2016    20.000
AM AIRLN PT TRST       7.377  5/23/2019    16.500
AMR CORP              10.200  3/15/2020    19.000
AMR CORP              10.150  5/15/2020    15.840
AMR CORP               9.880  6/15/2020    21.000
AMR CORP              10.290   3/8/2021    21.000
AMR CORP              10.550  3/12/2021    19.500
AMR CORP              10.000  4/15/2021    17.500
AMR CORP               9.750  8/15/2021    20.100
AMR CORP               9.800  10/1/2021    23.500
AMERICAN ORIENT        5.000  7/15/2015    49.767
BANK NEW ENGLAND       9.875  9/15/1999    14.000
BROADVIEW NETWRK      11.375   9/1/2012    83.000
CIRCUS & ELDORAD      10.125   3/1/2012    71.550
DIRECTBUY HLDG        12.000   2/1/2017    28.250
DIRECTBUY HLDG        12.000   2/1/2017    29.000
DELTA PETROLEUM        3.750   5/1/2037    70.000
DUNE ENERGY INC       10.500   6/1/2012    90.250
DYNEGY HLDGS INC       8.750  2/15/2012    62.750
EDDIE BAUER HLDG       5.250   4/1/2014     6.750
EASTMAN KODAK CO       7.250 11/15/2013    35.500
EASTMAN KODAK CO       7.000   4/1/2017    27.500
ENERGY CONVERS         3.000  6/15/2013    42.000
EVERGREEN SOLAR       13.000  4/15/2015    55.000
FAIRPOINT COMMUN      13.125   4/2/2018     4.950
REDDY ICE CORP        13.250  11/1/2015    38.500
FIBERTOWER CORP        9.000 11/15/2012     8.690
GREAT ATLA & PAC       5.125  6/15/2011     1.250
GREAT ATLANTIC         9.125 12/15/2011     1.000
GMX RESOURCES          5.000   2/1/2013    64.571
GMX RESOURCES          5.000   2/1/2013    64.750
GLOBALSTAR INC         5.750   4/1/2028    38.500
HAWKER BEECHCRAF       8.500   4/1/2015    20.100
HAWKER BEECHCRAF       9.750   4/1/2017     9.500
KELLWOOD CO            7.625 10/15/2017    25.000
LEHMAN BROS HLDG       0.250  6/29/2012    23.000
LEHMAN BROS HLDG       6.000  7/19/2012    25.375
LEHMAN BROS HLDG       5.000  1/22/2013    23.143
LEHMAN BROS HLDG       5.625  1/24/2013    26.188
LEHMAN BROS HLDG       5.100  1/28/2013    24.167
LEHMAN BROS HLDG       5.000  2/11/2013    24.250
LEHMAN BROS HLDG       4.800  2/27/2013    23.500
LEHMAN BROS HLDG       4.700   3/6/2013    25.000
LEHMAN BROS HLDG       5.000  3/27/2013    24.000
LEHMAN BROS HLDG       5.750  5/17/2013    25.375
LEHMAN BROS HLDG       4.800  3/13/2014    24.900
LEHMAN BROS HLDG       5.000   8/3/2014    23.510
LEHMAN BROS HLDG       6.200  9/26/2014    23.000
LEHMAN BROS HLDG       5.150   2/4/2015    24.300
LEHMAN BROS HLDG       5.250  2/11/2015    23.130
LEHMAN BROS HLDG       8.800   3/1/2015    24.500
LEHMAN BROS HLDG       7.000  6/26/2015    25.000
LEHMAN BROS HLDG       8.500   8/1/2015    25.500
LEHMAN BROS HLDG       5.000   8/5/2015    23.260
LEHMAN BROS HLDG       7.000 12/18/2015    24.510
LEHMAN BROS HLDG       5.500   4/4/2016    25.375
LEHMAN BROS HLDG       8.920  2/16/2017    24.375
LEHMAN BROS HLDG       6.000  2/12/2018    23.500
LEHMAN BROS HLDG      11.000  6/22/2022    24.950
LEHMAN BROS HLDG      11.000  7/18/2022    22.300
LEHMAN BROS HLDG      11.000  8/29/2022    20.000
LEHMAN BROS HLDG      11.500  9/26/2022    24.950
LEHMAN BROS HLDG       9.500 12/28/2022    22.000
LEHMAN BROS HLDG       9.500  1/30/2023    22.000
LEHMAN BROS HLDG      10.000  3/13/2023    25.000
LEHMAN BROS HLDG      10.375  5/24/2024    25.000
LEHMAN BROS HLDG      11.000  3/17/2028    25.250
LOCAL INSIGHT         11.000  12/1/2017     0.875
MF GLOBAL HLDGS        6.250   8/8/2016    32.000
MF GLOBAL LTD          9.000  6/20/2038    34.000
MANNKIND CORP          3.750 12/15/2013    53.000
PMI GROUP INC          6.000  9/15/2016    20.500
PENSON WORLDWIDE       8.000   6/1/2014    41.254
RADIAN GROUP           5.625  2/15/2013    66.340
REAL MEX RESTAUR      14.000   1/1/2013    50.125
REICHHOLD IND          9.000  8/15/2014    50.875
RESIDENTIAL CAP        8.500   6/1/2012    88.125
RESIDENTIAL CAP        8.500  4/17/2013    76.345
THORNBURG MTG          8.000  5/15/2013     8.500
THQ INC                5.000  8/15/2014    41.500
TOUSA INC              9.000   7/1/2010    13.000
TRAVELPORT LLC        11.875   9/1/2016    30.000
TRAVELPORT LLC        11.875   9/1/2016    31.855
TIMES MIRROR CO        7.250   3/1/2013    32.000
TRIBUNE CO             5.250  8/15/2015    34.000
MOHEGAN TRIBAL         8.000   4/1/2012    62.300
MOHEGAN TRIBAL         6.125  2/15/2013    69.000
MOHEGAN TRIBAL         7.125  8/15/2014    41.875
MOHEGAN TRIBAL         7.125  8/15/2014    44.400
MOHEGAN TRIBAL         6.875  2/15/2015    45.000
TRICO MARINE SER       8.125   2/1/2013     2.500
TRICO MARINE           3.000  1/15/2027     1.000
TEXAS COMP/TCEH       10.250  11/1/2015    32.750
TEXAS COMP/TCEH       10.250  11/1/2015    33.000
TEXAS COMP/TCEH       10.250  11/1/2015    31.235
VERSO PAPER           11.375   8/1/2016    48.000
WILLIAM LYONS          7.625 12/15/2012    31.000
WILLIAM LYON INC      10.750   4/1/2013    26.000
WILLIAM LYON INC       7.500  2/15/2014    25.837
WESTERN EXPRESS       12.500  4/15/2015    39.000


                           *********

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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